GENERAL AMERICAN LIFE INSURANCE CO SEPARATE ACCOUNT ELEVEN
485BPOS, 2000-04-28
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<PAGE>


As filed with the Securities and Exchange Commission on April 28, 2000.


                                              Registration No. 33-10146


                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, DC 20549


                    POST-EFFECTIVE AMENDMENT NO. 16


                                   TO

                                FORM S-6

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

                GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                       (Exact Name of Registrant)

                GENERAL AMERICAN LIFE INSURANCE COMPANY
                           700 Market Street
                          St. Louis, MO  63101
      (Name and Address of principal executive office of depositor)



                     Christopher A. Martin, Esquire

                General American Life Insurance Company
                           700 Market Street
                          St. Louis, MO  63101
           (Name and Address of Agent for Service of Process)



It is proposed that this filing will become effective (check appropriate
space)

[ ]  immediately upon filing pursuant to paragraph (b), of Rule 485

[X]  on May 1, 2000, pursuant to paragraph (b) of Rule 485

[ ]  60 days after filing pursuant to paragraph (a)(1) of Rule 485
[ ]  on 1 May 1999, pursuant to paragraph (a)(1) of Rule 485
[ ]  75 days after filing pursuant to paragraph (a)(2) of Rule 485
[ ]  on (date) pursuant to paragraph (a)(2) of Rule 485





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<PAGE>

         FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICIES
                             ISSUED BY
              GENERAL AMERICAN LIFE INSURANCE COMPANY
                         700 MARKET STREET
                        ST. LOUIS, MO 63101
                           (314) 231-1700

This Prospectus describes an individual flexible premium variable life
insurance Policy ("the Policy") offered by General American Life
Insurance Company ("General American" or "the Company").  The Policy is
designed to provide lifetime insurance protection and to provide maximum
flexibility to vary premium payments and change the level of death
benefits payable under the Policy.  This flexibility allows you to
provide for changing insurance needs under a single insurance policy.
You also have the opportunity to allocate Net Premiums among several
investment portfolios with different investment objectives.

The Policy provides:
(1)  a Cash Surrender Value that can be obtained by surrendering the
     Policy;
(2)  Policy Loans; and
(3)  a death benefit payable at the Insured's death.
As long as a Policy remains in force before the Insured's Attained Age
100, the death benefit will be at least the current Face Amount of the
Policy.  A Policy will remain in force as long as its Cash Surrender
Value is sufficient to pay the monthly charges.

After the end of the "Right to Examine Policy" period, you may allocate
the Net Premiums to one or more of the Divisions of General American
Separate Account Eleven ("the Separate Account") or, in some contracts,
to General American's General Account.

You will find a list of the Funds in the Separate Account, the fund
managers, and the investment objectives in the Summary on page 1.  Note
that investment results in the Separate Account are not guaranteed --
you may either make money or lose money.  Depending on investment
results, the policy could lapse or the death benefit could change.
The Prospectus of each Fund contains a full description of the Fund,
including the investment policies, restrictions, risks, and charges.
You should receive a Prospectus for each Fund along with this Prospectus
for the Policy.

In most policies you may also invest all or part of your cash value in
the General Account, which guarantees at least 4% interest.

It may not be advantageous to purchase a Policy as a replacement for
another type of life insurance or as a means to obtain additional
insurance protection if the purchaser already owns another flexible
premium variable life insurance policy.

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.


Please read this Prospectus carefully and retain it for future
reference.  The Date of This Prospectus Is May 1, 2000.  The Policies
are not available in all states.


THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN
WHICH SUCH OFFERING MAY NOT BE LAWFULLY MADE.  NO DEALER, SALESMAN, OR
OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH OTHER
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON.



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<PAGE>


<TABLE>
                            TABLE OF CONTENTS
<CAPTION>
                                                                        Page
<S>                                                                      <C>
Summary                                                                   1
Definitions                                                              12
The Company and the Separate Account                                     13
      The Company
      The Separate Account
      General American Capital Company
      Russell Insurance Funds
      Variable Insurance Products Fund
      Variable Insurance Products Fund II
      Van Eck Worldwide Insurance Trust
      SEI Investments Management Corporation
      Metropolitan Series Fund
      New England Zenith Fund
      Addition, Deletion, or Substitution of Investments
Policy Benefits                                                          21
      Death Benefit
      Cash Value
Policy Rights                                                            24
      Loans
      Surrender and Partial Withdrawals
      Transfers
      Portfolio Rebalancing
      Dollar Cost Averaging
      Right to Examine Policy
      Conversion Privilege
      Paid-up Annuity Under Pension Policy
      Payment of Benefits at Maturity
      Payment of Policy Benefits
Payment and Allocation of Premiums                                       30
      Issuance of a Policy
      Premiums
      Allocation of Net Premiums and Cash Value
      Policy Lapse and Reinstatement
Charges and Deductions                                                   33
      Premium Expense Charges
      Monthly Deduction
      Contingent Deferred Sales Charge
      Separate Account Charges
Dividends                                                                37
The General Account                                                      38
General Matters                                                          39
Distribution of the Policies                                             42
Federal Tax Matters                                                      42
Unisex Requirements Under the Pension Policies, Montana Law              46
Safekeeping of the Separate Account's Assets                             46
Voting Rights                                                            46
State Regulation of the Company                                          46
Management of the Company                                                48
Legal Matters                                                            52
Legal Proceedings                                                        52
Experts                                                                  52
Additional Information                                                   52
Financial Statements                                                     52
Appendix A                                                               53
      Illustrations of Death Benefits and Cash Values
Appendix B                                                               60
</TABLE>



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<PAGE>

                               SUMMARY

THROUGHOUT THIS SUMMARY, THE TERMS "YOU" AND "YOUR" REFER TO THE OWNER
OF THE POLICY.  THE OWNER MAY OR MAY NOT BE THE PERSON INSURED UNDER THE
POLICY.  THE TERMS "WE," "US," AND "OUR" REFER TO GENERAL AMERICAN LIFE
INSURANCE COMPANY.

THE INFORMATION IN THIS SECTION IS JUST A SUMMARY, WRITTEN IN "LAYMEN'S
TERMS" TO HELP YOU UNDERSTAND THE POLICY.  HOWEVER, BOTH YOUR POLICY AND
THIS PROSPECTUS ARE LEGAL DOCUMENTS.  IF YOU HAVE QUESTIONS ABOUT THEM,
YOU SHOULD CONTACT YOUR AGENT OR OTHER COMPETENT PROFESSIONAL ADVISERS.

IN PREPARING THIS SUMMARY, WE ASSUME THAT THE POLICY IS IN FORCE, AND
THAT YOU HAVE NOT BORROWED ANY OF THE CASH VALUE.

THE POLICY.  You are purchasing a life insurance policy.  Like many life
insurance policies, it has both a death benefit and a cash value.  The
death benefit is the amount of money that we will pay to the beneficiary
if the person insured under the policy dies while the policy is in
force.  The cash value is the amount of money accumulated in your policy
as an investment at any time.  The cash value consists of the premiums
you have paid, reduced by the expenses deducted for operation of the
policy, and either increased or decreased by investment results.

You have certain rights, including the right to borrow or withdraw money
from the policy's cash value and the right to select the funds in which
you will invest your premiums.

You have the right to review the policy and decide whether you want to
keep it.  If you  decide not to keep the policy, you may return it to us
or to your agent during the "Right to Examine Policy Period."  This
period is sometimes referred to as the "Free Look Period."  It normally
ends on the later of:
   1.  twenty days after you receive the policy or
   2.  forty-five days after you signed the application.
In some states the period may be longer.  Your agent can tell you if
this is the case.

During the "Right to Examine Policy Period" we will hold any premiums
you have paid in the money market fund.  If you return the policy before
the end of the free look period, we will cancel the policy and return
any premiums you have paid.  (For policies issued in Kansas, the rules
are different.  Your agent can provide you with the details.)  (See
Policy Rights - Right to Examine Policy.)

When the "Right to Examine Policy Period" ends, we will deduct any
charges due and transfer  the rest of the money (your "net premium")
into the investment funds that you have selected.  We will continue to
transfer future net premiums into the investments that you select as
soon as we receive the premiums.

The policy is a "flexible premium" policy.  This means that you may,
within limits described below, make premium payments at any time
and in any amount you choose.  You do not have to make premium payments
according to a fixed schedule, although you may choose to do so.

There are limits on the amount that you may pay into the policy without
creating tax consequences.  If you make a premium payment that exceeds
the limit, we will notify you and offer to refund the excess paid.

We will deduct certain expenses from your cash value.  These expenses
are described below.  In addition, your cash value may increase or
decrease, depending on the investment experience of the funds you
select.  Because it is possible for your cash value to decrease, you may
have to pay additional premiums in order to keep the policy in force.

As long as there is enough money in your cash value to pay the monthly
charges, your death benefit will always be at least the face amount of
your policy, minus any amount that you have borrowed from the policy.
The face amount of your policy means the amount of insurance that you
have purchased.  It is shown on the specifications page of your policy.

We will notify you if your cash value is not enough to pay the monthly
charges.  If that happens, you will have 62 days to make a premium
payment big enough to bring your cash value up to the amount required to
pay the charges.  If you make the premium payment, the policy will stay
in force.  If you don't, the policy will lapse, or terminate with no
value.  (See Payment and Allocation of Premiums - Policy Lapse and
Reinstatement.)

INVESTING YOUR CASH VALUE.  You may tell us to invest your cash value in
either the general account or the separate account, or you may split
your cash value between them.

THE GENERAL ACCOUNT.  The general account is an interest-bearing
account.  Money in the general account is guaranteed to earn at least 4%
interest, and it may earn more.  General American determines the current
interest rate from time to time, and we will notify you in advance of
any changes.  We have the right to limit the amount of money that you
may put into the general account.


                               1

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THE SEPARATE ACCOUNT.  The separate account consists of divisions, which
represent different types of investments.  Each division may either make
money or lose money.  Therefore if you invest in a division of the
separate account, you may either make money or lose money, depending on
the investment experience of that division.  There is no guaranteed rate
of return in the separate account.


The divisions of the separate account represent investment funds run by
various investment companies.  The investment companies hire advisers to
operate or advise on the day-to-day operation of the funds.

The following list shows the investment companies whose funds are
available under the policy, along with the managers or advisers and the
divisions that they oversee.

NOTE: THE RUSSELL INSURANCE FUNDS ARE ONLY AVAILABLE ON POLICIES WITH AN
ISSUE DATE PRIOR TO JANUARY 1, 2000.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
       INVESTMENT COMPANY                    INVESTMENT MANAGER/ADVISER
- -----------------------------------------------------------------------------------
<S>                                   <C>
General American Capital Company      Conning Asset Management Company
- -----------------------------------------------------------------------------------
Russell Insurance Funds               Frank Russell Investment Management Company
- -----------------------------------------------------------------------------------
American Century Variable Portfolios  American Century Investment Management, Inc.
- -----------------------------------------------------------------------------------
J.P. Morgan Series Trust II           J.P. Morgan Investment Management, Inc.
- -----------------------------------------------------------------------------------
Fidelity Investments Variable         Fidelity Management & Research Company
Insurance Products Fund
- -----------------------------------------------------------------------------------
Fidelity Investments Variable         Fidelity Management & Research Company
Insurance Products Fund II
- -----------------------------------------------------------------------------------
Fidelity Investments Variable         Fidelity Management & Research Company
Insurance Products Fund II
- -----------------------------------------------------------------------------------
Van Eck Worldwide Insurance Trust     Van Eck Associates Corporation
- -----------------------------------------------------------------------------------
SEI Insurance Products Trust          SEI Investments Management Company
- -----------------------------------------------------------------------------------
Metropolitan Series Fund, Inc.        Metropolitan Life Insurance Company
- -----------------------------------------------------------------------------------
New England Zenith Fund               New England Investment Management, Inc.
- -----------------------------------------------------------------------------------
</TABLE>


These investment funds have different investment goals and strategies,
which we have summarized in the following table.  You should review the
prospectus of each fund, or seek professional guidance in determining
which fund(s) best meet your objectives.


<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
             INVESTMENT                 FUND                 INVESTMENT
             ----------                 ----                 ----------
              MANAGER                   NAME                    TYPE                                OBJECTIVE
              -------                   ----                    ----                                ---------
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                       <C>                         <C>
              Conning             S&P 500 Index Fund       Growth & Income           To achieve a rate of return that parallels
          Asset Management                                                           the return of the stock market as a whole, as
              Company                                                                represented by the Standard and Poor's 500
                                                                                     Stock Index.
- ----------------------------------------------------------------------------------------------------------------------------------
              Conning             Money Market Fund          Money Market            To obtain the highest level of current income
          Asset Management                                                           consistent with the preservation of capital
              Company                                                                and maintenance of liquidity.
- ----------------------------------------------------------------------------------------------------------------------------------
              Conning              Bond Index Fund         Corporate Bonds           To provide a rate of return that reflects the
          Asset Management                                                           performance of the bond market as a whole, as
              Company                                                                measured by the Lehman Brothers
                                                                                     Government/Corporate Bond Index.
- ----------------------------------------------------------------------------------------------------------------------------------
              Conning           Asset Allocation Fund          Balanced              To obtain a high rate of long-term return,
          Asset Management                                                           composed of capital growth and income.
              Company
- ----------------------------------------------------------------------------------------------------------------------------------
              Conning            Managed Equity Fund            Growth               To obtain long-term capital growth through
          Asset Management                                                           investment in common stocks.
              Company
- ----------------------------------------------------------------------------------------------------------------------------------

                               2
                        
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<PAGE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
             INVESTMENT                 FUND                 INVESTMENT
             ----------                 ----                 ----------
              MANAGER                   NAME                    TYPE                                OBJECTIVE
              -------                   ----                    ----                                ---------
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                       <C>                         <C>
              Conning          International Index Fund        Growth:               To obtain investment results that parallel
          Asset Management                               International Stock         the price and yield performance of publicly-
              Company                                                                traded common stocks in the Morgan Stanley
                                                                                     Capital International, Europe, Australia, and
                                                                                     Far East Index ("EAFE Index").
- ----------------------------------------------------------------------------------------------------------------------------------
              Conning            Mid-Cap Equity Fund            Growth               To obtain long-term capital appreciation
          Asset Management                                                           through investment primarily in common stocks
              Company                                                                of U.S.-based, publicly traded companies with
                                                                                     medium market capitalization, defined as
                                                                                     within the range of the S&P Mid-Cap 400 at
                                                                                     the time of the Fund's investment.
- ----------------------------------------------------------------------------------------------------------------------------------
              Conning           Small-Cap Equity Fund     Aggressive Growth          To provide a high rate of return through
          Asset Management                                                           investment in the common stock of small
              Company                                                                companies, making up, at one time, the
                                                                                     smallest 20% of U.S.-based companies on the
                                                                                     New York Stock Exchange.
- ----------------------------------------------------------------------------------------------------------------------------------
       Fidelity Management &       Growth Portfolio             Growth               To seek capital appreciation, normally
          Research Company                                                           through purchases of common stocks, although
                                                                                     its investments are not restricted to any one
                                                                                     type of security.
- ----------------------------------------------------------------------------------------------------------------------------------
       Fidelity Management &   Equity-Income Portfolio     Growth & Income           To seek reasonable income by investing
          Research Company                                                           primarily in income-producing equity
                                                                                     securities.
- ----------------------------------------------------------------------------------------------------------------------------------
       Fidelity Management &      Overseas Portfolio           Growth:               To seek long term growth of capital primarily
          Research Company                               International Stock         through investment in foreign securities.
- ----------------------------------------------------------------------------------------------------------------------------------
       Fidelity Management &   Asset Manager Portfolio         Balanced              To seek a high total return with reduced risk
          Research Company                                                           over the long-term by allocating its assets
                                                                                     among domestic and foreign stocks, bonds, and
                                                                                     short-term fixed income instruments.
- ----------------------------------------------------------------------------------------------------------------------------------
       Fidelity Management &    High Income Portfolio      High Yield Bond           To seek a high level of current income by
          Research Company                                                           investing primarily in high yielding, lower-
                                                                                     rated, fixed income securities, while also
                                                                                     considering growth of capital.
- ----------------------------------------------------------------------------------------------------------------------------------
       Fidelity Management &      Mid Cap Portfolio        Long-Term Growth          To seek long-term growth by investing
          Research Company                                    of Capital             primarily in common stocks, with at least 65%
                                                                                     of total assets in securities of companies
                                                                                     with medium market capitalizations, similar
                                                                                     to those in the S&P MidCap 400.  The fund
                                                                                     may potentially invest in domestic and
                                                                                     foreign companies with smaller or larger
                                                                                     market capitalizations, investing in
                                                                                     "growth" and/or "value" stocks.  The fund
                                                                                     selects investments by using fundamental
                                                                                     analysis of each issuer's financial condition
                                                                                     and industry position and market and economic
                                                                                     conditions.
- ----------------------------------------------------------------------------------------------------------------------------------

                               3


<PAGE>
<PAGE>

<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
             INVESTMENT                 FUND                 INVESTMENT
             ----------                 ----                 ----------
              MANAGER                   NAME                    TYPE                                OBJECTIVE
              -------                   ----                    ----                                ---------
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                       <C>                         <C>
         Van Eck Associates         Worldwide Hard        Aggressive Growth:         To seek long-term capital appreciation by
            Corporation              Assets Fund              Specialty              investing in equity and debt securities of
                                                                                     companies engaged in the exploration,
                                                                                     development, production, and distribution of
                                                                                     gold and other natural resources such as
                                                                                     strategic and other metals, minerals, forest
                                                                                     products, oil, natural gas, and coal.
- ----------------------------------------------------------------------------------------------------------------------------------
         Van Eck Associates       Worldwide Emerging      Aggressive Growth:         To obtain long-term capital appreciation by
            Corporation              Markets Fund        International Stock         investing in equity securities in emerging
                                                                                     markets around the world.  The Fund
                                                                                     emphasizes primarily investment in countries
                                                                                     that, compared to the world's major
                                                                                     economies, exhibit relatively low gross
                                                                                     national product per capita, as well as the
                                                                                     potential for rapid economic growth.
- ----------------------------------------------------------------------------------------------------------------------------------
      Frank Russell Investment       Multi-Style           Growth & Income           To obtain income and capital growth by
         Management Company          Equity Funds                                    investing principally in equity securities.
- ----------------------------------------------------------------------------------------------------------------------------------
      Frank Russell Investment    Aggressive Equity       Aggressive Growth          To provide capital appreciation by assuming a
         Management Company              Fund                                        higher level of volatility than is ordinarily
                                                                                     expected from the Multi-Style Equity Fund, by
                                                                                     investing in equity securities.
- ----------------------------------------------------------------------------------------------------------------------------------
      Frank Russell Investment      Non-U.S. Fund              Growth:               To achieve favorable total return and
         Management Company                              International Stocks        additional diversification for United States
                                                              and Bonds              investors by investing primarily in equity
                                                                                     and debt securities of non-United States
                                                                                     companies and non-United States governments.
- ----------------------------------------------------------------------------------------------------------------------------------
      Frank Russell Investment      Core Bond Fund         Growth & Income           To maximize total return through capital
         Management Company                                                          appreciation and income by assuming a level
                                                                                     of volatility consistent with the broad
                                                                                     fixed-income market, by investing in fixed-
                                                                                     income securities.
- ----------------------------------------------------------------------------------------------------------------------------------
       J.P. Morgan Investment       Bond Portfolio         Growth & Income           To provide a high total return consistent
          Management, Inc.                                                           with moderate risk of capital and maintenance
                                                                                     of liquidity.
- ----------------------------------------------------------------------------------------------------------------------------------
       J.P. Morgan Investment       Small Company         Aggressive Growth          To provide high total return from a portfolio
          Management, Inc.            Portfolio                                      of equity securities of small companies.  The
                                                                                     Fund invests at least 65% of the value of its
                                                                                     total assets in the common stock of small
                                                                                     U.S. companies primarily with market
                                                                                     capitalizations less than $1 billion.
- ----------------------------------------------------------------------------------------------------------------------------------
          American Century       Income & Growth Fund      Growth & Income           To attain long-term growth of capital as well
             Investment                                                              as current income.  The fund pursues a total
          Management, Inc.                                                           return and dividend yield that exceeds those
                                                                                     of the S&P 500 by investing in stocks of
                                                                                     companies with strong dividend growth
                                                                                     potential.
- ----------------------------------------------------------------------------------------------------------------------------------

                               4

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<PAGE>

<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
             INVESTMENT                 FUND                 INVESTMENT
             ----------                 ----                 ----------
              MANAGER                   NAME                    TYPE                                OBJECTIVE
              -------                   ----                    ----                                ---------
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                       <C>                         <C>
          American Century        International Fund      Aggressive Growth:         To obtain capital growth over time by
             Investment                                  International Stock         investing in common stocks of foreign
          Management, Inc.                                                           companies considered to have better-than-
                                                                                     average prospects for appreciation.  Because
                                                                                     this fund invests in foreign securities, a
                                                                                     higher degree of short-term price volatility,
                                                                                     or risk, is expected due to factors such as
                                                                                     currency fluctuation and political
                                                                                     instability.
- ----------------------------------------------------------------------------------------------------------------------------------
          American Century            Value Fund                Growth               To attain long-term capital growth, with
             Investment                                                              income as a secondary objective.  The Fund
          Management, Inc.                                                           invests primarily in equity securities of
                                                                                     well-established companies that are believed
                                                                                     by management to be undervalued at the time
                                                                                     of purchase.
- ----------------------------------------------------------------------------------------------------------------------------------
          SEI Investments          Large Cap Value         Long-Term Growth          Utilizing multiple specialist sub-advisers
             Management                 Fund                of Capital and           that manage in a value style, the Fund
            Corporation                                         Income               invests in large cap income-producing U.S.
                                                                                     common stocks.
- ----------------------------------------------------------------------------------------------------------------------------------
           SEI Investments        Large Cap Growth       Capital Appreciation        Utilizing multiple specialist sub-advisers
              Management                Fund                                         that manage in a growth style, the Fund
             Corporation                                                             invests in large cap U.S. common stocks.
- ----------------------------------------------------------------------------------------------------------------------------------
           SEI Investments        Small Cap Value        Capital Appreciation        Utilizing multiple specialist sub-advisers
              Management               Fund                                          that manage in a value style, the Fund
             Corporation                                                             invests in common stocks of smaller U.S.
                                                                                     companies.
- ----------------------------------------------------------------------------------------------------------------------------------
           SEI Investments        Small Cap Growth        Long-Term Capital          Utilizing multiple specialist sub-advisers
              Management               Fund                 Appreciation             that manage in a growth style, the Fund
             Corporation                                                             invests in common stocks of smaller U.S.
                                                                                     companies.
- ----------------------------------------------------------------------------------------------------------------------------------
           SEI Investments      International Equity     Capital Appreciation        Utilizing multiple specialist sub-advisers,
              Management               Fund                                          the Fund invests in equity securities of
             Corporation                                                             foreign companies.
- ----------------------------------------------------------------------------------------------------------------------------------
           SEI Investments       Emerging Markets        Capital Appreciation        Utilizing multiple specialist sub-advisers,
              Management           Equity Fund                                       the Fund invests in equity securities of
             Corporation                                                             emerging markets companies.
- ----------------------------------------------------------------------------------------------------------------------------------
           SEI Investments      Core Fixed Income        Current Income and          Utilizing multiple specialist sub-advisers
              Management              Fund                Preservation of            that have fixed income investment expertise,
             Corporation                                      Capital                the Fund invests in investment grade U.S.
                                                                                     fixed income securities.
- ----------------------------------------------------------------------------------------------------------------------------------
           SEI Investments       High Yield Bond            Total Return             Utilizing a specialist sub-adviser that has
              Management              Fund                                           high yield investment expertise, the Fund
             Corporation                                                             invests in high yield, high risk securities.
- ----------------------------------------------------------------------------------------------------------------------------------
           SEI Investments     International Fixed      Capital Appreciation         Utilizing a specialist sub-adviser, the Fund
              Management           Income Fund           and Current Income          invests in investment grade fixed income
             Corporation                                                             securities of foreign government and corporate
                                                                                     issuers.
- ----------------------------------------------------------------------------------------------------------------------------------
           SEI Investments      Emerging Markets            Total Return             Utilizing a specialist sub-adviser, the Fund
              Management           Debt Fund                                         invests U.S. dollar denominated debt in
             Corporation                                                             securities of emerging market issuers.
- ----------------------------------------------------------------------------------------------------------------------------------

                               5

<PAGE>
<PAGE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
             INVESTMENT                 FUND                 INVESTMENT
             ----------                 ----                 ----------
              MANAGER                   NAME                    TYPE                                OBJECTIVE
              -------                   ----                    ----                                ---------
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                       <C>                         <C>
         Metropolitan Life          Janus Mid-Cap          Long-Term Growth          The Portfolio normally invests at least 65%
         Insurance Company            Portfolio               of Capital             of its total assets in common stocks of
                                                                                     medium capitalization companies selected for
                                                                                     their growth potential.  The portfolio manager
                                                                                     defines medium capitalization ("mid-cap")
                                                                                     companies as those whose market capitalization
                                                                                     falls within the range of companies included
                                                                                     in the S&P MidCap 400 Index at the time of the
                                                                                     purchase.
- ----------------------------------------------------------------------------------------------------------------------------------
        Metropolitan Life          T. Rowe Price          Long-Term Growth           The Portfolio normally invests at least 65%
        Insurance Company         Large Cap Growth        of Capital and,            of its total assets in a diversified group of
                                     Portfolio              Secondarily,             large capitalization growth companies.  The
                                                          Dividend Income            portfolio managers define large capitalization
                                                                                     ("large-cap") companies as those whose market
                                                                                     capitalization falls within the range of the
                                                                                     largest 300 companies included in the Russell
                                                                                     3000 Index at the time of the purchase.
- ----------------------------------------------------------------------------------------------------------------------------------
        Metropolitan Life          T. Rowe Price          Long-Term Capital          The Portfolio normally invests at least 65%
        Insurance Company         Small Cap Growth             Growth                of its total assets in a diversified group of
                                     Portfolio                                       small capitalization companies.  The portfolio
                                                                                     manager defines small capitalization ("small
                                                                                     cap") companies as those whose market
                                                                                     capitalization falls within the range of
                                                                                     companies included in the bottom 10% of the
                                                                                     S&P 500 Index at the time of the purchase.
- ----------------------------------------------------------------------------------------------------------------------------------
          New England              Alger Equity                Growth                Alger invests Equity Growth's assets primarily
          Investment               Growth Series                                     in growth stocks.  Alger will ordinarily
        Management, Inc.                                                             invest at least 65% of Equity Growth's total
                                                                                     assets in equity securities of issues with
                                                                                     market capitalization of $1 billion or
                                                                                     greater.
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


You may change the investments that you want to use for your future
premiums by notifying our Home Office.

You may transfer your cash value among the various investment funds, and
you may withdraw money, but there are certain rules.  You may only
transfer funds once in a policy month.  (A policy month is measured
beginning on the same day of the month that the policy was issued, and
ending one day before the same day in the next month.)  The amount
transferred from any investment fund must be at least $500, or the
entire balance in the fund if less than $500.

We have the right to change or eliminate transfers in the future,
although we don't currently intend to do so.

CHARGES AND DEDUCTIONS.  There are certain costs that we charge you for
issuing your policy and keeping it in force.  This section describes
those charges -- what they are and what they cover.

SALES CHARGE.  Each time you pay a premium, we deduct a portion to cover
expenses of the policy.  Part of this deduction covers sales charges.
We guarantee that this part of the deduction will not exceed 6% of the
premium paid.

TAX CHARGE.  The Federal government and many states and territories
impose taxes or charges on insurance premiums.  We deduct 2.0% from your
premium payment to cover that cost.

If we are required by law to pay taxes based on the separate account, we
may charge an appropriate share


                               6


<PAGE>
<PAGE>
to policies that invest in the separate account.  (See Federal Tax Matters.)

SURRENDER CHARGE.  If you surrender your policy or let it lapse during
the first ten policy years, we will keep part of the cash value to help
us recover the costs of selling and issuing the policy.  This charge is
called a Contingent Deferred Sales Charge (CDSC) or, more simply, a
surrender charge.

The surrender charge is 24% of the premiums paid during the first policy
year, up to the amount of the target premium.  This charge remains level
for the first five years, and then gradually decreases to zero over the
next five years.  Note that the charge only applies to premiums paid in
the first policy year.

There is a table in your policy that shows the percentage of the
surrender charge for each month, as well as the amount of the target
premium.

If you withdraw money from your policy or if you surrender a portion of
your policy, we will charge a pro-rated portion of the surrender charge.

Of course, if you don't surrender all or part of your policy, or let it
lapse, or withdraw cash from it, then you will not pay a surrender
charge.

If you increase the face amount of your policy, the increase will have
its own surrender charge for the first 10 policy years following the
increase.

(See Policy Rights - Surrender, Partial Withdrawals, and Pro-Rata
Surrender; Policy Benefits - Death Benefit; and Charges and Deductions
- - Contingent Deferred Sales Charge.)

Under certain conditions, applied in a uniform and nondiscriminatory
manner, we may reduce the surrender charge. (See Adjustment of Charges.)

ADMINISTRATIVE FEE.  We charge a monthly fee to cover your policy's
administrative cost.  For non-pension policies, this charge is $10 each
month for the first twelve policy months and $4 each month after that.
For pension policies, the charge is $12 each month for the first twelve
policy months and $6 each month after that.

There is an additional administrative charge, based on the size of your
policy, for the first year after the policy is issued and for the first
year following an increase in the face amount.  This charge is $0.08
each month for each $1,000 of face amount.

We will deduct the administrative charges from your cash value each
month.

COST OF INSURANCE.  Because this is a life insurance policy, it has a
death benefit.  We charge an insurance cost each month to cover the risk
that you will die and we will have to pay the death benefit.

The amount of this charge varies with the age, sex, risk class of the
person insured under the policy, and the amount of the death benefit at
risk -- if the risk of death or the amount of the death benefit is
greater, then the cost of insurance is also greater.  We deduct the cost
of insurance from your cash value each month.

We make another charge to cover mortality and expense risks under the
Policy.  We calculate this charge based on a percentage of the net
assets in each division of the separate account.  Rather than deducting
the charge from the cash value, we apply the charge by adjusting the net
rate of return in the separate account.  We guarantee that the charge
will not exceed an annual rate of 0.85% of the net separate account
assets.  (See Charges and Deductions - Separate Account Charges.)

We pay the operating expenses of the separate account.  The investment
funds pay for their own operating expenses and investment fees.  For a
description of these charges, see Charges and Deductions--Separate
Account Charges.


The following chart shows the operating expenses of the funds as
reported for the fiscal year ending December 31, 1999:

<TABLE>
- ------------------------------------------------------------------------------------------------
                                 ANNUAL FUND OPERATING EXPENSES<F1>
                               As a Percentage of Average Net Assets
- ------------------------------------------------------------------------------------------------
<CAPTION>
                                   INVESTMENT
       FUND                        ADVISORY /         OTHER EXPENSES         TOTAL
                                   MANAGEMENT
                                      FEE
- ------------------------------------------------------------------------------------------------
                              GENERAL AMERICAN CAPITAL COMPANY
- ------------------------------------------------------------------------------------------------
<S>                                   <C>                  <C>               <C>
S&P 500 Index Fund                    .25%                 .05%              .30%
- ------------------------------------------------------------------------------------------------
Money Market Fund                     .125%                .08%              .205%
- ------------------------------------------------------------------------------------------------

                               7


<PAGE>
<PAGE>
- ------------------------------------------------------------------------------------------------
Bond Index Fund                       .25%                 .05%              .30%
- ------------------------------------------------------------------------------------------------
Managed Equity Fund                   .29%                 .10%              .39%
- ------------------------------------------------------------------------------------------------
Asset Allocation Fund                 .50%                 .10%              .60%
- ------------------------------------------------------------------------------------------------
International Index Fund              .50%<F2>             .30%              .80%
- ------------------------------------------------------------------------------------------------
Mid-Cap Equity Fund                   .55%<F3>             .10%              .65%
- ------------------------------------------------------------------------------------------------
Small-Cap Equity Fund                 .25%                 .05%              .30%
- ------------------------------------------------------------------------------------------------
<CAPTION>
                                   RUSSELL INSURANCE FUNDS
- ------------------------------------------------------------------------------------------------
<S>                                   <C>                  <C>              <C>
Multi-Style Equity Fund               .74%                 .18%              .92%<F4>
- ------------------------------------------------------------------------------------------------
Aggressive Equity Fund                .86%                 .39%             1.25%<F5>
- ------------------------------------------------------------------------------------------------
Non-U.S. Fund                         .75%                 .55%             1.30%<F6>
- ------------------------------------------------------------------------------------------------
Core Bond Fund                        .54%                 .26%              .80%<F7>
- ------------------------------------------------------------------------------------------------
<CAPTION>
                            AMERICAN CENTURY VARIABLE PORTFOLIOS
- ------------------------------------------------------------------------------------------------
<S>                                  <C>                   <C>              <C>
Income & Growth Fund                  .70%                 .00%              .70%
- ------------------------------------------------------------------------------------------------
International Fund                   1.37%                 .00%             1.37%
- ------------------------------------------------------------------------------------------------
Value Fund                           1.00%                 .00%             1.00%
- ------------------------------------------------------------------------------------------------
<CAPTION>
                                 J.P. MORGAN SERIES TRUST II
- ------------------------------------------------------------------------------------------------
<S>                                   <C>                  <C>              <C>
Bond Portfolio                        .30%                 .45%              .75%
- ------------------------------------------------------------------------------------------------
Small Company Portfolio               .60%                 .55%             1.15%
- ------------------------------------------------------------------------------------------------
<CAPTION>
                          FIDELITY VARIABLE INSURANCE PRODUCTS FUND
- ------------------------------------------------------------------------------------------------
<S>                                   <C>                  <C>               <C>
Equity-Income Portfolio               .48%                 .08%              .56%
- ------------------------------------------------------------------------------------------------
Growth Portfolio                      .58%                 .07%              .65%
- ------------------------------------------------------------------------------------------------
Overseas Portfolio                    .73%                 .14%              .87%
- ------------------------------------------------------------------------------------------------
High Income Portfolio                 .58%                 .11%              .69%
- ------------------------------------------------------------------------------------------------
<CAPTION>
                        FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
- ------------------------------------------------------------------------------------------------
<S>                                   <C>                  <C>               <C>
Asset Manager                         .53%                 .09%              .62%
- ------------------------------------------------------------------------------------------------
<CAPTION>
                        FIDELITY VARIABLE INSURANCE PRODUCTS FUND III
- ------------------------------------------------------------------------------------------------
<S>                                   <C>                  <C>               <C>
Mid Cap Portfolio                     .97%                 .00%              .97%
- ------------------------------------------------------------------------------------------------
<CAPTION>
                              VAN ECK WORLDWIDE INSURANCE TRUST
- ------------------------------------------------------------------------------------------------
<S>                                  <C>                   <C>              <C>
Worldwide Hard Assets Fund           1.00%                 .34%             1.34%
- ------------------------------------------------------------------------------------------------
Worldwide Emerging Markets Fund      1.00%                 .26%             1.26%
- ------------------------------------------------------------------------------------------------
<CAPTION>
                                SEI INSURANCE PRODUCTS TRUST
- ------------------------------------------------------------------------------------------------
<S>                                  <C>                   <C>              <C>
Large Cap Value Fund                  .35%                 .50%              .85%<F8>
- ------------------------------------------------------------------------------------------------
Large Cap Growth Fund                 .40%                 .45%              .85%<F8>
- ------------------------------------------------------------------------------------------------
Small Cap Value Fund                  .65%                 .45%             1.10%<F8>
- ------------------------------------------------------------------------------------------------
Small Cap Growth Fund                 .65%                 .45%             1.10%<F8>
- ------------------------------------------------------------------------------------------------
International Equity Fund             .51%                 .77%             1.28%<F8>
- ------------------------------------------------------------------------------------------------
Emerging Markets Equity Fund         1.05%                 .90%             1.95%<F8>
- ------------------------------------------------------------------------------------------------
Core Fixed Income Fund                .28%                 .32%              .60%<F8>
- ------------------------------------------------------------------------------------------------
High Yield Bond Fund                  .49%                 .36%              .85%<F8>
- ------------------------------------------------------------------------------------------------
International Fixed Income Fund       .40%                 .60%             1.00%<F8>
- ------------------------------------------------------------------------------------------------
Emerging Markets Debt Fund            .85%                 .50%             1.35%<F8>
- ------------------------------------------------------------------------------------------------
<CAPTION>
                               METROPOLITAN SERIES FUND, INC.
- ------------------------------------------------------------------------------------------------
<S>                                      <C>               <C>              <C>
Janus Mid Cap Portfolio
- ------------------------------------------------------------------------------------------------
T. Rowe Price Large Cap Growth Portfolio
- ------------------------------------------------------------------------------------------------
T. Rowe Price Small Cap Growth Portfolio
- ------------------------------------------------------------------------------------------------
<CAPTION>
                                   NEW ENGLAND ZENITH FUND
- ------------------------------------------------------------------------------------------------
<S>                                      <C>               <C>              <C>
Alger Equity Growth Series
- ------------------------------------------------------------------------------------------------

<FN>
<F1> The Fund expenses shown above are collected from the underlying
Fund, and are not direct charges against the Separate Account assets or
reductions from the Policy's Cash Value.  These underlying Fund Expenses
are taken into consideration in computing each Fund's net asset value,
which is used to calculate the unit values in the Separate Account.  The
management fees and other expenses are more fully described in the
prospectus of each individual Fund.  The information relating to the Fund
expenses was provided by the Fund and was not independently verified by
General American.  Except as otherwise specifically noted, the management
fees and other expenses are not currently subject to fee waivers or expense
reimbursements.


                               8


<PAGE>
<PAGE>

<F2> The fees charged by the International Index Fund are stated as a
series of annual percentages of the average daily value of the net
assets of the Funds.  The percentages decrease with respect to assets of
the Fund above certain amounts, as follows:  First $10 million, 0.50%;
Next $20 million, 0.40%; Balance over $20 million, 0.30%.

<F3> The fees charged by the Mid-Cap Equity Fund are stated as a series
of annual percentages of the average daily value of the net assets of
the Funds.  The percentages decrease with respect to assets of the Fund
above certain amounts, as follows:  First $10 million, 0.55%; Next $10
million, 0.45%; Balance over $20 million, 0.40%.

<F4> The Manager has voluntarily agreed to waive a portion of its 0.78%
management fee, up to the full amount of that fee, equal to the amount
by which the Fund's total operating expenses exceed 0.92% of the Fund's
average daily net assets on an annual basis, and to reimburse the Fund
for all remaining expenses after fee waivers which exceed 0.92% of
average daily net assets on an annual basis.  The management fee waivers
and reimbursements are intended to be in effect for 2000, but may be
revised or eliminated at any time thereafter without notice to
shareholders.  Absent the waiver, the management fee would have been
0.78%, and total Fund expenses would have been 0.96% of average daily
net assets.

<F5> The Manager has voluntarily agreed to waive a portion of its 0.95%
management fee, up to the full amount of that fee, equal to the amount
by which the Fund's total operating expenses exceed 1.25% of the Fund's
average daily net assets on an annual basis, and to reimburse the Fund
for all remaining expenses after fee waivers which exceed 1.25% of
average daily net assets on an annual basis.  The management fee waivers
and reimbursements are intended to be in effect for 2000, but may be
revised or eliminated at any time thereafter without notice to
shareholders.  Absent the waiver, the management fee would have been
0.95%, and total Fund expenses would have been 1.34% of average daily net
assets.

<F6> The Manager has voluntarily agreed to waive a portion of its 0.95%
management fee, up to the full amount of that fee, equal to the amount
by which the Fund's total operating expenses exceed 1.30% of the Fund's
average daily net assets on an annual basis, and to reimburse the Fund
for all remaining expenses after fee waivers which exceed 1.30% of
average daily net assets on an annual basis.  The management fee waivers
and reimbursements are intended to be in effect for 2000, but may be
revised or eliminated at any time thereafter without notice to
shareholders.  Absent the waiver, the management fee would have been
0.95%, and total Fund expenses would have been 1.50% of average daily net
assets.

<F7> The Manager has voluntarily agreed to waive a portion of its 0.60%
management fee, up to the full amount of that fee, equal to the amount
by which the Fund's total operating expenses exceed 0.80% of the Fund's
average daily net assets on an annual basis, and to reimburse the Fund
for all remaining expenses after fee waivers which exceed 0.80% of
average daily net assets on an annual basis.  The management fee waivers
and reimbursements are intended to be in effect for 2000, but may be
revised or eliminated at any time thereafter without notice to
shareholders.  Absent the waiver, the management fee would have been
0.60%, and total Fund expenses would have been 0.86% of average daily net
assets.

<F8> The SEI VP Funds' total actual annual fund operating expenses for
the current fiscal year are expected to be less than the maximum amount
allowed because the Adviser will voluntarily waive a portion of its fee
in order to keep total operating expenses at a specified level.  The
Adviser may discontinue all or part of its waiver at any time.  With
this fee waiver, the Funds' actual total operating expenses are expected
to be the amounts shown in the table above.  Absent the fee waiver, the
Funds' total operating expenses would be:  Large Cap Value Fund, 0.95%;
Large Cap Growth Fund, 1.00%; Small Cap Value Fund, 1.20%; Small Cap
Growth Fund, 1.20%; International Equity Fund, 1.41%; Emerging Markets
Equity Fund, 2.34%; Core Fixed Income Fund, 0.70%; High Yield Bond Fund,
0.99%; International Fixed Income Fund, 1.31%; Emerging Markets Debt
Fund, 1.95%.
</TABLE>


                               9



<PAGE>
<PAGE>

PREMIUMS.  Within limits, you decide how much money you want to put into
the policy.  There is a minimum premium that you have to pay to put the
policy in force.  That amount is 1/12 of the "minimum initial annual
premium amount" shown on the specifications page of your policy.  After
the policy is in force, you may pay any amount you want as long as the
cash value is always enough to cover the surrender charge and the
current month's expenses.

If you have converted a General American term insurance policy to this
policy, and if the term policy includes conversion credits, you may
apply those credits to reduce your first-year minimum premium.

You can set up a schedule of payments, and we will send you reminders,
but you are not required to make the payments as long as the cash value
covers the surrender charge and the current month's expenses.  (See
Payment and Allocation of Premiums.)

DEATH BENEFIT.  If the person insured under the policy dies while the
policy is in force, we will pay a death benefit to the beneficiary.  You
can select one of three death benefits at the time the policy is issued:
*  Option A:  The death benefit is the greater of the face amount of
   the policy or an "applicable percentage" of the cash value.
*  Option B:  The death benefit is the greater of the face amount of
   the policy plus the cash value, or an "applicable percentage" of
   the cash value.
*  Option C:  The death benefit is the greater of the face amount of
   the policy, or the cash value multiplied by an attained age
   factor.

As long as the policy remains in force and the person insured is less
than 100 years old, the minimum death benefit under any death benefit
option will be at least the current face amount.

We will increase the death benefit by any dividends earned prior to the
death of the person insured, and by the cost of insurance from the date
of death to the end of the month, and will reduce it by any outstanding
loans and interest.  We will pay the death benefit according to the
settlement options available at the time of death.  (See Policy Benefits
- - Death Benefit.)

The minimum face amount at issue is generally $50,000 under our current
rules.  Subject to certain restrictions, you may change the face amount
and the death benefit option.  In certain cases we may require evidence
that the person insured under the policy is still insurable.  (See
Change in Death Benefit Option, and Change In Face Amount.)

You may include additional insurance benefits with your policy.  These
are described under General Matters - Additional Insurance Benefits.  If
you elect any additional benefits, we will deduct the charges for those
benefits from your Cash Value.

CASH VALUE.  Your Policy has a cash value that is the total amount
credited to you in the separate account, the loan account, and the
general account.  The cash value increases by the amount of net premium
payments,  and decreases by partial withdrawals and expense charges for
the policy.  It may either increase or decrease based on the investment
experience of the separate account divisions that you have selected.
(See Policy Benefits - Cash Value.)

There is no minimum guaranteed cash value.

POLICY LOANS.  You may borrow against the cash value of your policy.
The loan value is the maximum amount that you may borrow.  The loan
value is:
   the cash value on the date we receive the loan request;
   minus interest on the new loan to the next policy anniversary;
   minus any loans and interest already outstanding;
   minus any surrender charges;
   minus monthly deductions to the next policy anniversary.

When you borrow against the policy, we will take the money from the
general account and the divisions of the separate account in proportion
to your balances in each account.

Loan interest is due at each policy anniversary.  If you don't pay the
loan interest, we will add it to the amount of the loan.

You may repay all or part of the loan at any time.  When you make a loan
payment, we will put the money back into the general account or the
divisions of the separate account in the same percentages used them to
make the loan.

When we pay out the proceeds of your policy, either as a death benefit
or as a policy surrender, we will deduct any outstanding loans and
interest from the amount we pay.  (See Policy Rights - Loans.)

Loans taken from or secured by a policy may have Federal income tax
consequences.  (See Federal Tax Matters.)

SURRENDER, PARTIAL WITHDRAWALS, AND PRO-RATA SURRENDER.  You may
surrender the policy at any time while it is in force.  We will pay you
the cash

                               10


<PAGE>
<PAGE>
surrender value, plus dividends (if any) earned prior to the surrender.

After the first year you may request a partial withdrawal of your cash
surrender value.  Normally, withdrawing a portion of your cash surrender
value will reduce your death benefit by the amount of the withdrawal.
However, if you have included the Anniversary Partial Withdrawal Rider
on your policy, you may withdraw a portion of your cash surrender value
without reducing the death benefit.  Under this rider, there are limits
on how much you can withdraw, and the withdrawal must be at the policy
anniversary.  You can find more information about the rider under
General Matters - Additional Insurance Benefits.

You may also request a pro-rata surrender of the policy, which allows
you to surrender part of the policy and keep the rest in force.  You can
find more information under Policy Rights - Surrender, Partial
Withdrawals, and Pro-Rata Surrender.

A surrender, partial withdrawal, or Pro-Rata Surrender may have Federal
income tax consequences.  We suggest that you discuss your situation
with a competent tax adviser before taking one of these steps.  (See
Federal Tax Matters.)

ILLUSTRATIONS OF DEATH BENEFITS AND CASH SURRENDER VALUES.  The death
benefit and cash surrender value of your policy will depend on how well
your investments perform.  In Appendix A we have illustrated some sample
policies.  Depending on the rate of return, the values may increase or
decrease.  In order to help you to understand the cost of the policy, we
also show how your premium would grow if you simply invested it at 5%
interest, compounded annually.

If you surrender your policy in the first few years, the cash surrender
value that you receive may be low compared to what you would have
accumulated by investing the premiums at interest.  In this case, the
insurance protection that you received while the policy was in force
will have been expensive.

We will provide you with an illustration showing projected future cash
values if you request it in writing.  We may charge a fee of up to $25
for preparing the illustration.

TAX CONSEQUENCES OF THE POLICY.  If your policy was issued in a standard
premium class, then we believe that it qualifies as a life insurance
contract for Federal income tax purposes.  Similarly, if your policy was
issued on a guaranteed issue or simplified issue basis, we believe that
it will qualify as a life insurance contract.  However, if the policy
was issued on a substandard basis, it is not clear whether it will
qualify as a life insurance contract for tax purposes.  The IRS has
provided very limited guidance in this area.

Assuming that the policy does qualify as a life insurance contract for
Federal income tax purposes, then we believe that the cash value should
be subject to the same tax treatment as the cash value of a conventional
fixed-benefit contract.  This means that growth in the cash value will
not be taxed until you receive a distribution.

There are some actions that may trigger a tax.  If you transfer
ownership to someone else, or if you surrender the policy or withdraw
cash from it, you may have to pay a tax.  Similarly, if you let the
policy lapse while there is an outstanding loan, or if you exchange the
policy for another policy, you may owe a tax.  (See Federal Tax
Matters.)

If you pay too much in premium, your policy may become a "modified
endowment contract."  If that happens, then some pre-death distributions
of cash will be taxable income.  If there is more cash value in the
policy that what you actually paid in premiums, you will taxed on the
excess in the year in which you receive a distribution.  You may
withdraw the amount that you paid into the policy without being taxed,
but only after you have received the excess as taxable income.  In
addition, any taxable distribution that you receive before age 59-1/2
will generally be subject to an additional 10% tax.

On the other hand, if the policy is not a modified endowment contract,
then distributions are normally treated first as a return of your "cost
basis," or investment in the contract.  In this case, you may withdraw
up to the amount of the premiums you paid with no tax consequences.
After that, any additional distributions are treated as taxable income.
In addition, loans from the policy are not treated as distributions, so
they are not considered taxable income.  Finally, if you policy is not a
modified endowment contract, neither distributions or loans are subject
to the 10% additional tax  (See Federal Tax Matters.)

Please note that General American is neither a law firm nor a tax
adviser, so we cannot give you legal or tax advice.  If you have
specific legal or tax questions, we suggest that you consult a qualified
professional in these fields.

DIVIDENDS. We do not expect to pay dividends on this Policy.  (See
Dividends.)

                               11



<PAGE>
<PAGE>
                             * * *

This Prospectus describes only those aspects of the Policy that relate
to the Separate Account, except where General Account matters are
specifically mentioned.  For a brief summary of the aspects of the
Policy relating to the General Account, see The General Account.


                            DEFINITIONS

ATTAINED AGE - The Issue Age of the Insured plus the number of completed
Policy Years.

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

CASH VALUE - The total amount that a Policy provides for investment at
any time.  It is equal to the total of the amounts credited to the Owner
in the Separate Account, the General Account, and in the Loan Account.

CASH SURRENDER VALUE - The Case Value of a Policy on the date of
surrender, less any Indebtedness, any surrender charges, and any unpaid
selection and issue expense charges.


DIVISION - A subaccount of the Separate Account.  Each Division invests
exclusively in the shares of a corresponding Fund.


EFFECTIVE DATE - The date as of which insurance coverage begins under a
policy.

FACE AMOUNT - The minimum death benefit under the Policy so long as the
Policy remains in force.


FUND - A separate investment portfolio of a registered open-end investment
company. Although sometimes referred to elsewhere as "Portfolios", they are
referred to herein as "Funds", except where Portfolio is part of their name.


GENERAL ACCOUNT - The assets of the Company other than those allocated
to the Separate Account or any other separate account.  The Loan Account
is part of the General Account.

HOME OFFICE - The service office of General American Life Insurance
Company, the mailing address of which is P.O. Box 14490, St. Louis,
Missouri 63178.

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

INITIAL PREMIUM - The minimum initial premium required to be paid for
the Policy to become effective.

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

INVESTMENT START DATE - The date the initial premium is applied to the
General Account and/or the Divisions of the Separate Account.  This date
is the later of the Issue Date or the date the Initial Premium is
received at General American's Home Office.

ISSUE AGE - The Insured's age at his or her nearest birthday as of the
date the Policy is issued.

ISSUE DATE - The date from which Policy Anniversaries, Policy Years, and
Policy Months are measured.

LOAN ACCOUNT - The account of the Company to which amounts securing
Policy Loans are allocated.  The Loan Account is part of General
American's General Account.

LOAN SUBACCOUNT - A Loan Subaccount exists for the General Account and
for each Division of the Separate Account.  Any Cash Value transferred
to the Loan Account will be allocated to the appropriate Loan Subaccount
to reflect the origin of the Cash Value.  At any point in time, the Loan
Account will equal the sum of all the Loan Subaccounts.

MATURITY DATE - The Policy Anniversary on which the Insured reaches
Attained Age 95.

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

NET PREMIUM - The premium less the premium expense charges (consisting
of the sales charge and the premium tax charge).

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


                               11


<PAGE>
<PAGE>

POLICY - Either or both of the flexible premium variable life insurance
policies offered by the Company and described in this Prospectus.

POLICY ANNIVERSARY - The same date each year as the Issue Date.

POLICY MONTH - A month beginning on the Monthly Anniversary.

POLICY YEAR - A period beginning on a Policy Anniversary and ending on
the day immediately preceding the next Policy Anniversary.

PORTFOLIO - See Fund.

SEC - The United States Securities and Exchange Commission.

SEPARATE ACCOUNT - General American Separate Account Eleven, a separate
investment account established by the Company to receive and invest the
Net Premiums paid under the Policy, and certain other variable life
policies, and allocated by the Owner to provide variable benefits.

TARGET PREMIUM - The amount of premiums paid that is used to determine
the amount of the Contingent Deferred Sales Charge.

VALUATION DATE - Each day that the New York Stock Exchange is open for
trading and the Company is open for business. The Company is not open
for business the day after Thanksgiving.

VALUATION PERIOD - The period between two successive Valuation Dates,
commencing at 4:00 P.M.(Eastern Standard Time) on a Valuation Date and
ending at 4:00 P.M. on the next succeeding Valuation Date.

                          THE COMPANY AND
                        THE SEPARATE ACCOUNT

                            THE COMPANY


General American Life Insurance Company ("General American" or "the
Company") was originally incorporated as a stock company in 1933.  In
1936, General American initiated a program to convert to a mutual life
insurance company.  In 1997, General American's policyholders approved a
reorganization of the Company into a mutual holding company structure
under which General American became a stock company wholly owned by
GenAmerica Corporation, an intermediate stock holding company.

On January 6, 2000 The Metropolitan Life Insurance Company of New York
("MetLife") acquired GenAmerica Corporation.  As a result of that
transaction, General American became an indirect, wholly-owned
subsidiary of MetLife.

Headquartered in New York City since 1868, MetLife is a leading provider
of insurance and financial services to a broad spectrum of individual
and group customers.  The company, with approximately $357.7 billion
worth of assets under management as of December 31, 1998, provides
individual insurance and investment products to approximately 9 million
households in the United States.  MetLife also serves over 33 million
people by providing group insurance and investment products to
corporations and other institutions.

General American is principally engaged in writing individual and group
life insurance policies and annuity contracts.  As of December 31, 1998,
it had consolidated assets of approximately $29 billion.  It is admitted
to do business in 49 states, the District of Columbia, Puerto Rico, and
in ten Canadian provinces.  The principal offices of General American
are located at 700 Market Street, St. Louis, Missouri 63101.  The
mailing address of General American's service center ("the Home Office")
is P.O. Box 14490, St. Louis, Missouri 63178.


                        THE SEPARATE ACCOUNT

General American Life Insurance Company Separate Account Eleven ("the
Separate Account") was established by General American as a separate
investment account on January 24, 1985 under Missouri law. The Separate
Account will receive and invest the Net Premiums paid under this Policy
and allocated to it. In addition, the Separate Account currently
receives and invests Net Premiums for other flexible premium variable
life insurance policies and might do so for additional classes in the
future.

The Separate Account has been registered with the SEC as a unit
investment trust under the Investment Company Act of 1940 ("the 1940
Act") and meets the definition of a "separate account" under Federal
securities laws.  Registration with the SEC does not involve supervision
of the management or investment practices or policies of the Separate
Account or General American by the SEC.


The Separate Account is divided into Divisions. Divisions invest in
corresponding Funds from various open-end, diversified management
investment companies. Income and both realized and unrealized gains
or losses from the assets of each Division of the

                               13


<PAGE>
<PAGE>
Separate Account are credited to or charged against that Division
without regard to income, gains, or losses from any other Division
of the Separate Account or arising out of any other business General
American may conduct.


Although the assets of the Separate Account are the property of General
American, the assets in the Separate Account equal to the reserves and
other liabilities of the Separate Account are not chargeable with
liabilities arising out of any other business which General American may
conduct. The assets of the Separate Account are available to cover the
general liabilities of General American only to the extent that the
Separate Account's assets exceed its liabilities arising under the
Policies. From time to time, the Company may transfer to its General
Account any assets of the Separate Account that exceed the reserves and
the Policy liabilities of the Separate Account (which will always be at
least equal to the aggregate Policy value allocated to the Separate
Account under the Policies). Before making any such transfers, General
American will consider any possible adverse impact the transfer may have
on the Separate Account.

                  GENERAL AMERICAN CAPITAL COMPANY

General American Capital Company ("the Capital Company") is an open-end,
diversified management investment company which was incorporated in
Maryland on November 15, 1985, and commenced operations on October 1,
1987. Only the Capital Company Funds described in this section of the
Prospectus are currently available as investment choices for this Policy
even though additional Funds may be described in the prospectus for the
Capital Company.  Shares of Capital Company are currently offered to
separate accounts established by General American Life Insurance Company
and affiliates.  The Capital Company's investment advisor is Conning
Asset Management Company ("the Advisor"), an indirect majority-owned
subsidiary of General American.  The Advisor selects investments for the
Funds.

The investment objectives and policies of each Fund are summarized
below:

     S&P 500 INDEX FUND:  The investment objective of this Fund is to provide
     investment results that parallel the price and yield performance of
     publicly-traded common stocks in the aggregate. The Fund uses the
     Standard & Poor's Composite Index of 500 Stocks ("the S&P Index") as its
     standard for performance comparison. The Fund attempts to duplicate the
     performance of the S&P Index and includes dividend income as a component
     of the Fund's total return.  The Fund is not managed by Standard &
     Poor's.

     THE MONEY MARKET FUND:  The investment objective of the Money Market
     Fund is to obtain the highest level of current income which is
     consistent with the preservation of capital and maintenance of
     liquidity.  The Fund invests primarily in high-quality, short-term money
     market instruments.  An investment in the Money Market Fund is neither
     insured nor guaranteed by the U. S. Government.

     BOND INDEX FUND:  The investment objective of this Fund is to provide a
     rate of return that reflects the performance of the publicly-traded bond
     market as a whole.  The Fund uses the Lehman Brothers Government/Corporate
     Bond Index as its standard for performance comparison.

     MANAGED EQUITY FUND:  The investment objective of this Fund is long-term
     growth of capital, obtained by investing primarily in common stocks.
     Securing moderate current income is a secondary objective.

     ASSET ALLOCATION FUND:  The investment objective of this Fund is a high
     rate of long-term total return composed of capital growth and income
     payments.  Preservation of capital is the secondary objective and chief
     limit on investment risk.  The Fund will invest only in those types of
     securities that the other Capital Company Funds may invest in.  The
     Asset Allocation Fund invests in a combination of common stocks, bonds,
     or money market instruments in accordance with guidelines established
     from time to time by Capital Company's Board of Directors.

     INTERNATIONAL INDEX FUND:  The investment objective of this Fund is to
     obtain investment results that parallel the price and yield performance
     of publicly traded common stocks included in the Morgan Stanley Capital
     International ("MSCI") Europe, Australia and Far East Index ("EAFE").

     MID-CAP EQUITY FUND:  The investment objective of this Fund is capital
     appreciation.  It pursues this objective by investing primarily in
     common stocks of United States-based, publicly traded companies with
     medium capitalizations falling within the capitalization range of the
     S&P

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     Mid-Cap 400 at the time of the Fund's investment.

     SMALL-CAP EQUITY FUND:  The investment objective of this Fund is to
     provide a rate of return that corresponds to the performance of the
     common stock of small companies, while incurring a level of risk that is
     generally equal to the risks associated with small company common stock.
     The Fund attempts to duplicate the performance of the smallest 20% of
     companies, based on capitalization size, that are based in the United
     States and listed on the New York Stock Exchange ("NYSE").

                      RUSSELL INSURANCE FUNDS

Russell Insurance Funds ("RIF") is organized as a Massachusetts business
trust under a Master Trust Agreement dated July 11, 1996.  RIF is
authorized to issue an unlimited number of shares evidencing beneficial
interests in different investment Funds, which interests may be offered
in one or more classes.  RIF is a diversified open end management
investment company, commonly known as a "mutual fund."  Frank Russell
Company, which is a consultant to RIF, has been primarily engaged since
1969 in providing asset management consulting services to large
corporate employee benefit funds.  Major components of its consulting
services are: (i) quantitative and qualitative research and evaluation
aimed at identifying the most appropriate investment management firms to
invest large pools of assets in accord with specific investment
objectives and styles; and (ii) the development of strategies for
investing assets using "multi-style, multi-manager diversification."
This is a method for investing large pools of assets by dividing the
assets into segments to be invested using different investment styles,
and selecting money managers for each segment based upon their expertise
in that style of investment.  General management of RIF is provided by
Frank Russell Investment Management Company, a wholly-owned subsidiary
of Frank Russell Company, which furnishes officers and staff required to
manage and administer RIF on a day-to-day basis.

The investment objectives and policies of each Fund are summarized
below:

     MULTI-STYLE EQUITY FUND: The investment objective of this Fund is to
     provide income and capital growth by investing principally in equity
     securities.

     AGGRESSIVE EQUITY FUND: This Fund seeks to provide capital appreciation
     by assuming a higher level of volatility than is ordinarily expected
     from the Multi-Style Equity Fund while still investing in equity
     securities.

     NON-U.S. FUND: This Fund's objective is to provide favorable total
     return and additional diversification for U.S. investors by investing
     primarily in equity and fixed-income securities of non-U.S. companies,
     and securities issued by non-U.S. governments.

     CORE BOND FUND: This Fund's objective is to maximize total return,
     through capital appreciation and income, by assuming a level of
     volatility consistent with the broad fixed-income market.  The Fund
     invests in fixed-income securities.

                AMERICAN CENTURY VARIABLE PORTFOLIOS

American Century Variable Portfolios, Inc., a part of American Century
Investments, was organized as a Maryland corporation on June 4, 1987.
It is a diversified, open-end management investment company.  Its
business and affairs are managed by its officers under the Direction of
its Board of Directors.  American Century Investment Management, Inc.
serves as the investment manager of the fund.

The investment objective and policies of the Funds are summarized below:

     INCOME & GROWTH FUND:  The investment objective of this Fund is to
     attain long-term growth of capital as well as current income.  The Fund
     pursues a total return and dividend yield that exceed those of the S&P
     500 by investing in stocks of companies with strong dividend growth
     potential.  Dividends are paid monthly.

     INTERNATIONAL FUND:  This Fund seeks capital growth over time by
     investing in common stocks of foreign companies considered to have
     better-than-average prospects for appreciation.  Because the Fund
     invests in foreign securities, a higher degree of short-term price
     volatility, or risk, is expected due to factors such as currency
     fluctuation and political instability.

     VALUE FUND:  This Fund is a core equity fund that seeks long-term
     capital growth.  Income is a secondary objective.  To pursue its
     objectives, the fund invests primarily in equity securities of well-
     established companies that are believed by management to be undervalued
     at the time of purchase.  Please note that this is an equity


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     investment and, by nature, may fluctuate in value.

                    J.P. MORGAN SERIES TRUST II

J.P. Morgan Series Trust II is an open-end diversified management
investment company organized as a Delaware Business Trust.  The Trust's
investment adviser is J.P. Morgan Investment Management, Inc., a
registered investment adviser and a wholly owned subsidiary of J.P.
Morgan & Co., Incorporated, a bank holding company organized under the
laws of Delaware.

The investment objective and policies of the Funds are summarized below:

     BOND PORTFOLIO:  This Fund seeks to provide a high total return
     consistent with moderate risk of capital and maintenance of liquidity.
     The Fund is designed for investors who seek a total return over time
     that is higher than that generally available from a portfolio
     of short-term obligations while acknowledging the greater price
     fluctuation of longer-term instruments.

     SMALL COMPANY PORTFOLIO:  The investment objective of this Fund is to
     provide high total return from a portfolio of equity securities of small
     companies.  The Fund invests at least 65% of the value of its total
     assets in the common stock of small U.S. Companies primarily with market
     capitalizations less than $1 billion.  The Fund is designed for
     investors who are willing to assume the somewhat higher risk of
     investing in small companies in order to seek a higher return over time
     than might be expected from a portfolio of stocks of large companies.


                FIDELITY VARIABLE INSURANCE PRODUCTS FUND

Fidelity Variable Insurance Products Fund ("VIP") is an open-end, diversified
management investment company organized as a Massachusetts business
trust on November 13, 1981. It currently has five separate investment
portfolios, but only the four listed below are available as Separate
Account Eleven Division choices. Variable Insurance Products Fund shares
are purchased by insurance companies to fund benefits under variable
insurance and annuity policies. Fidelity Management & Research Company
("FMR") of Boston, Massachusetts is the Portfolios' Manager.


The investment objectives and policies of each Portfolio are summarized
below:

     EQUITY-INCOME PORTFOLIO:  The investment objective of this Fund is
     income, obtained by investing primarily in income-producing equity
     securities.  In choosing these securities, FMR will also consider the
     potential for capital appreciation.  The Fund'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.

     GROWTH PORTFOLIO:  The investment objective of this Portfolio is capital
     appreciation.  The Fund normally purchases common stocks, although its
     investments are not restricted to any one type of security.  Capital
     appreciation may also be obtained from other types of securities,
     including bonds and preferred stocks.

     OVERSEAS PORTFOLIO:  The investment objective of this Fund is long-term
     growth of capital.  The Fund invests primarily in foreign securities.
     The Overseas Portfolio provides a means for investors to diversify their
     own portfolios by participation in companies and economies outside of
     the United States.

     HIGH INCOME PORTFOLIO:  The investment objective of this Fund is a high
     level of current income.  The Fund seeks to fulfill the objectives by
     investing primarily in high-yielding, lower-rated, fixed-income
     securities, while also considering growth of capital.  Lower-rated
     securities, commonly referred to as "junk bonds", involve greater risk
     of default or price change than securities assigned a higher quality
     rating.


             FIDELITY VARIABLE INSURANCE PRODUCTS FUND II

Fidelity Variable Insurance Products Fund II ("VIP II") is an open-end,
diversified management investment company organized as a Massachusetts
business trust on March 21, 1988.  Only the Fund(s) described in this
section of the Prospectus are currently available as investment choices
for this Policy even though additional Funds may be described in the
prospectus for VIP II.  VIP II shares are purchased by insurance
companies to fund benefits under variable insurance and annuity
policies.  FMR is the Fund's manager.


The investment objective and policies of the Funds(s) are summarized
below:

     ASSET MANAGER:  The investment objective of this Fund is to seek a high
     total return with reduced risk over the long-term by allocating its

                               16

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     assets among domestic and foreign stocks, bonds, and short-term fixed
     income instruments.


           FIDELITY VARIABLE INSURANCE PRODUCTS FUND III

Fidelity Variable Insurance Products Fund III ("VIP III") is an open-
end, diversified management investment  company organized as a
Massachusetts business trust.  Only the Fund described in this section
of the Prospectus is currently available as an investment choice for
this Policy even though additional Funds may be described in the
prospectus for VIP III.  VIP III shares are purchased by insurance
companies to fund benefits under variable insurance and annuity
policies.  FMR is the Fund's manager.

The investment objective and policies of the Fund are summarized below:

     MID CAP EQUITY FUND:  This Fund seeks long-term capital growth by
     investing primarily in common stocks, with at least 65% of total
     assets in securities of companies with medium market
     capitalizations, similar to those in the S&P MidCap 400.  The fund
     may potentially invest in domestic and foreign companies with
     smaller or larger market capitalizations, investing in either
     "growth" or "value" stocks or both.  The fund selects investments
     by using fundamental analysis of each issuer's financial condition
     and industry position and market and economic conditions.


                  VAN ECK WORLDWIDE INSURANCE TRUST

Van Eck Worldwide Insurance Trust ("Van Eck") is an open-end management
investment company organized as a Massachusetts business trust on
January 7, 1987. Only the Fund described in this section of the
Prospectus is currently available as an investment choice for this
Policy even though additional Funds may be described in the prospectus
for Van Eck.  Shares of Van Eck are offered only to separate accounts of
various insurance companies to support benefits of variable insurance
and annuity policies. The assets of Van Eck are managed by Van Eck
Associates Corporation of New York, New York.

The investment objectives and policies of the Fund are summarized below:

     WORLDWIDE HARD ASSETS FUND:  The investment objective of the Fund is to
     seek long-term capital appreciation by investing in equity and debt
     securities of companies engaged in the exploration, development,
     production, and distribution of one or more of the following:  (i)
     precious metals, (ii) ferrous and non-ferrous metals, (iii) oil and gas,
     (iv) forest products, (v) real estate, and (vi) other basic non-
     agricultural commodities (together, "Hard Assets").  Current income is
     not an objective.

     WORLDWIDE EMERGING MARKETS FUND:  The investment objective of this Fund
     is to obtain long-term capital appreciation by investing in equity
     securities in emerging markets around the world.  The Fund emphasizes
     primarily investment in countries that, compared to the world's major
     economies, exhibit relatively low gross national product per capita, as
     well as the potential for rapid economic growth.


                    SEI INSURANCE PRODUCTS TRUST

SEI Investments is a publicly-traded, diversified financial services
firm dedicated to helping investors more effectively manage their
financial assets.  SEI Investments was incorporated in Pennsylvania in
1968 under the original name of Simulated Environments, Inc.  SEI
Investments Management Corporation (SIMC), SEI Investments Distribution
Company (SIDCO), and SEI Trust Company are the principal wholly-owned
subsidiaries of SEI Investments.  SIMC is an investment advisor
registered with the Securities and Exchange Commission (SEC) under the
Investment Advisers Act of 1940.  SIDCO is a broker-dealer registered
with the SEC under the Securities Exchange Act of 1934 and a member of
the National Association of Securities Dealers, Inc.

SEI Insurance Products Trust is a mutual fund family that offers shares
in separate investment portfolios (Funds).  The Funds have individual
investment goals and strategies and are designed exclusively as funding
vehicles for variable life insurance and variable annuity contracts.
SEI Investments Management Corporation is the Investment Adviser to SEI
Insurance Products Trust.

The investment objectives and policies of the Funds are summarized
below.

     LARGE CAP VALUE FUND:  This Fund invests primarily in common
     stocks of U.S. Companies with market capitalizations of more than
     $1 billion.  The Fund uses a multi-manager approach, relying on
     Sub-Advisers to manage the Fund's portfolio under the general
     supervision of SIMC.  Each Sub-Adviser, in managing its portions
     of the Funds' assets, selects stocks it believes are undervalued
     in light of such
                               17

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<PAGE>

     fundamental characteristics as earnings, book value or return on
     equity.  The Fund's portfolio is diversified as to issuers and
     industries.

     LARGE CAP GROWTH FUND:  This Fund invests primarily in common
     stocks of U.S. companies with market capitalizations of more than
     $1 billion.  The Fund uses a multi-manager approach, relying on
     Sub-Advisers to manage the Fund's portfolio under the general
     supervision of SIMC.  Each Sub-Adviser, in managing its portion of
     the Fund's assets, selects stocks it believes have significant
     growth potential in light of such characteristics as revenue and
     earnings growth and positive earnings surprises.  The Fund's
     portfolio is diversified as to issuers and industries.

     SMALL CAP VALUE FUND:  This Fund invests primarily in common
     stocks of U.S. Companies with market capitalizations of less than
     $2 billion.  The Fund uses a multi-manager approach, relying on
     Sub-Advisers to manage the Fund's portfolio under the general
     supervision of SIMC.  Each Sub-Adviser, in managing its portions
     of the Funds' assets, selects stocks it believes are undervalued
     in light of such fundamental characteristics as earnings, book
     value or return on equity.  The Fund's portfolio is diversified as
     to issuers and industries.

     SMALL CAP GROWTH FUND:  This Fund invests primarily in common
     stocks of U.S. companies with market capitalizations of less than
     $2 billion.  The Fund uses a multi-manager approach, relying on
     Sub-Advisers to manage the Fund's portfolio under the general
     supervision of SIMC.  Each Sub-Adviser, in managing its portion of
     the Fund's assets, selects stocks it believes have significant
     growth potential in light of such characteristics as revenue and
     earnings growth and positive earnings surprises.  The Fund's
     portfolio is diversified as to issuers and industries.

     INTERNATIONAL EQUITY FUND:  This Fund invests primarily in common
     stocks and other equity securities of foreign companies.  The Fund
     uses a multi-manager approach, relying on Sub-Advisers to manage
     the Fund's portfolio under the general supervision of SIMC.  The
     Fund's portfolio is diversified as to issuers, markets
     capitalization, industry and country.  The Fund primarily invests
     in companies located in developed countries, but may also invest
     in companies located in emerging markets.

     EMERGING MARKETS EQUITY FUND:  This Fund invests primarily in
     common stocks and other equity securities of foreign companies
     located in emerging markets countries.  The fund uses a multi-
     manager approach, relying on Sub-Advisers to manage the Fund's
     portfolio under the general supervision of SIMC.  The Fund is
     diversified as to issuers, market capitalization, industry and
     country.

     CORE FIXED INCOME FUND:  This Fund invests primarily in investment
     grade U.S. corporate and government fixed income securities,
     including mortgage-backed securities.  The Fund uses a multi-
     manager approach, relying on Sub-Advisers to manage the Fund's
     portfolio under the general supervision of SIMC.  Sub-Advisers are
     selected for their expertise in managing various kinds of fixed
     income securities, and each Sub-Adviser makes investment decisions
     based on an analysis of yield trends, credit ratings and other
     factors in accordance with its particular discipline.  While each
     Sub-Adviser chooses securities of different types and maturities,
     the Fund in the aggregate generally will have a dollar-weighted
     average duration that is consistent with that of the broad U.S.
     fixed income market.

     HIGH YIELD BOND FUND:  This Fund invests primarily in fixed income
     securities rated below investment grade ("junk bonds"), including
     corporate bonds and debentures, convertible and preferred
     securities, and zero coupon obligations.  The Sub-Adviser chooses
     securities that offer a high current yield as well as total return
     potential.  The Fund's securities are diversified as to issuers
     and industries.  The Fund's average weighted maturity may vary,
     and will generally not exceed ten years.  There is no limit on the
     maturity or on the credit quality of any security.

     INTERNATIONAL FIXED INCOME FUND:  This Fund invests primarily in
     foreign government, corporate, and mortgage-backed securities.  In
     selecting investments for the Fund, the Sub-Adviser chooses
     investment grade securities issued by corporations and governments
     located in various developed foreign countries, looking for
     opportunities for capital appreciation and gain, as well as
     current income.  There are no restrictions on the Fund's average
     portfolio maturity or on the maturity of any specific security.

     EMERGING MARKETS DEBT FUND:  This Fund invests primarily in U.S.
     dollar denominated debt


                               18


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<PAGE>
     securities of government, government-related and corporate issuers
     in emerging markets countries, as well as entities organized to
     restructure the outstanding debt of such issuers.  The Sub-Advisor
     will spread the Fund's holdings across a number of countries and
     industries to limit its exposure to a single emerging market economy.
     There are no restrictions on the Fund's average portfolio maturity,
     or on the maturity of any specific security.  There is no minimum
     rating standard for the Fund's securities, and the Fund's securities
     will generally be in the lower or lowest rating categories.

                      METROPOLITAN SERIES FUND

The Metropolitan Series Fund, Inc. is a "series" type of mutual fund,
which is registered as an open-end management investment company under
the 1940 Act.  The fund is divided into Portfolios, each of which
represents a different class of stock in which a corresponding
investment division of Separate Account UL invests.  Separate Account UL
was established under New York law on December 13, 1988.  It is
registered as a unit investment trust under the Investment Company Act
of 1940.

The investment objectives and policies of the Funds available under your
Policy are summarized below:

     JANUS MID CAP PORTFOLIO: The Portfolio seeks long-term growth of
     capital.  It normally invests at least 65% of its total assets in
     common stocks of medium capitalization companies selected for
     their growth potential.  The portfolio manager defines medium
     capitalization ("mid-cap") companies as those whose market
     capitalization falls within the range of companies included in the
     S&P MidCap 400 Index at the time of the purchase.  The Portfolio
     is non-diversified, so that it can own larger positions in a
     smaller number of issuers.  This means that appreciation or
     depreciation of a single investment can have a greater impact on
     the Portfolio's share price.  The portfolio manager generally
     takes a "bottom up" approach to building the Portfolio  by
     identifying the companies with earnings growth potential that may
     not be recognized by the market at large, without regard to any
     industry sector or other similar selection procedure.

     T. ROWE PRICE LARGE CAP GROWTH PORTFOLIO:  This Portfolio seeks
     long-term growth of capital, with dividend income as a secondary
     goal.  It normally invests at least 65% of its total assets in a
     diversified group of large capitalization growth companies.   The
     portfolio managers define large capitalization ("large-cap")
     companies as those whose market capitalization falls within the
     range of the largest 300 companies included in the Russell 3000
     Index at the time of the purchase. The Portfolio generally looks
     for companies with above-average growth in earnings and cash flow;
     the ability to sustain earnings momentum even during economic
     slowdowns by operating in industries or service sectors where
     earnings and dividends can outpace inflation and the overall
     economy; or that have a lucrative niche in the economy where
     profit margins widen due to economic factors (rather than one-time
     events such as lower taxes).  The Portfolio expects to invest in
     common stocks of companies that normally (but not always) pay
     dividends that are generally expected to rise in future years as
     earnings rise.

     T. ROWE PRICE SMALL CAP GROWTH PORTFOLIO:  The investment
     objective of this Portfolio is long-term capital growth.  The
     Portfolio normally invests at least 65% of its total assets in a
     diversified group of small capitalization companies.  The
     portfolio manager defines small capitalization ("small cap")
     companies as those whose market capitalization falls within the
     range of companies included in the bottom 10% of the S&P 500 Index
     at the time of the purchase.  The Portfolio expects to invest
     primarily in common stocks and convertible securities of companies
     in the development stage of their corporate life cycle with
     potential to achieve long-term earnings growth faster than the
     overall market.

                      NEW ENGLAND ZENITH FUND

New England Zenith Fund is an open-end diversified management investment
company, more commonly known as a mutual fund, consisting of multiple
investment portfolios, known as the Series.  New England Investment
Management, Inc. (NEIM) was organized in 1994 by New England Financial
to serve as the investment adviser to the Series.

The investment objectives and policies of the Fund available under your
Policy are summarized below:

     ALGER EQUITY GROWTH SERIES:  Alger invests Equity Growth's assets
     primarily in growth stocks.  Alger will ordinarily invest at least
     65% of Equity Growth's total assets in equity securities of issues
     with market capitalization of $1 billion or greater.  Alger seeks
     out and invests primarily in companies that are traded on domestic
     stock exchanges or in the domestic over-the-counter market.  The
     companies Alger

                               19


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<PAGE>

     chooses for the portfolio of the Series may still be in the
     development stage.  They may be older companies that appear to
     be entering a new stage of growth progress due to factors like
     management changes or development of new technologies, products
     or markets, or may be companies providing products or services
     with a high unit volume growth rate.  Alger focuses on
     fundamental characteristics of individual companies and does
     not allocate assets based on specific industry sectors.


THERE IS NO ASSURANCE THAT ANY OF THE FUNDS WILL ACHIEVE ITS STATED
OBJECTIVE.  It is conceivable that in the future it may be
disadvantageous for Funds to offer shares to separate accounts of
various insurance companies to serve as the investment medium for their
variable products or for both variable life and annuity separate
accounts to invest simultaneously in Capital Company.  The Board of the
Funds, the respective advisors of each Fund, and the Company and any
other insurance companies participating  in the Funds are required to
monitor events to identify any material irreconcilable conflicts that
may possibly arise, and to determine what action, if any, should be
taken in response to those events or conflicts.  A more detailed
description of the Funds, their investment policies, restrictions,
risks, and charges is in each Fund's prospectuses, which must accompany
or precede this Prospectus and which should be read carefully.

         ADDITION, DELETION, OR SUBSTITUTION OF INVESTMENTS

The Company reserves the right, subject to compliance with applicable
law, to make additions to, deletions from, or substitutions for the
shares that are held by the Separate Account or that the Separate
Account may purchase. The Company reserves the right to eliminate the
shares of any of the Funds and to substitute shares of another Fund
currently available under the Policy, or of another registered open-end
investment company if the shares of a Fund are no longer available for
investment or if in its judgment further investment in any Fund becomes
inappropriate in view of the purposes of the Separate Account. The
Company will not substitute any shares attributable to an Owner's
interest in a Division of the Separate Account without notice to the
Owner and prior approval of the SEC, to the extent required by the 1940
Act or other applicable law. Nothing contained in this Prospectus shall
prevent the Separate Account from purchasing other securities for other
series or classes of policies, or from permitting a conversion between
series or classes of policies on the basis of requests made by Owners.

The Company also reserves the right to establish additional Divisions of
the Separate Account, each of which would invest in a new Fund of a
company currently available under the Policy, or in shares of another
investment company, with a specified investment objective. New Divisions
may be established when, in the sole discretion of the Company,
marketing needs or investment conditions warrant. Any new Division will
be made available to existing Owners on a basis to be determined by the
Company. To the extent approved by the SEC, the Company may also
eliminate or combine one or more Divisions, substitute one Division for
another Division, or transfer assets between Divisions if, in its sole
discretion, marketing, tax, or investment conditions warrant.

In the event of a substitution or change, the Company may, if it
considers it necessary, make such changes in the Policy by appropriate
endorsement and offer conversion options required by law, if any. The
Company will notify all Owners of any such changes.

If deemed by the Company to be in the best interests of persons having
voting rights under the Policy, and to the extent any necessary SEC
approvals or Owner votes are obtained, the Separate Account may be: (a)
operated as a management company under the 1940 Act; (b) de-registered
under that Act in the event such registration is no longer required; or
(c) combined with other separate accounts of the Company. To the extent
permitted by applicable law, the Company may also transfer the assets of
the Separate Account associated with the Policy to another separate
account.

                          POLICY BENEFITS

                           DEATH BENEFIT

As long as the Policy remains in force (See Payment and Allocation of
Premiums-Policy Lapse and Reinstatement.), the Company will, upon
receipt of proof of the Insured's death at its Home Office, pay the
death benefit in a lump sum.  The amount of the death benefit payable
will be determined at the end of the Valuation Period during which the
Insured's death occurred. (See Payment of Policy Benefits-Settlement
Options.)  The death benefit will be paid to the surviving Beneficiary
or Beneficiaries specified in the application or as subsequently
changed.

The Policy provides two death benefit options: "Death Benefit Option A"
and "Death Benefit Option B". The death benefit under either option will
never be less than the current Face Amount of the Policy (less
Indebtedness) as long as the Policy remains in


                               20


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<PAGE>
force. (See Payment and Allocation of Premiums-Policy Lapse and
Reinstatement.) The minimum Face Amount currently is $50,000.

DEATH BENEFIT OPTION A.  Under Death Benefit Option A, the death benefit
is the current Face Amount of the Policy or, if greater, the applicable
percentage of Cash Value on the date of death. The applicable percentage
is 250% for an Insured Attained Age 40 or below on the Policy Anniversary
prior to the date of death. For Insureds with an Attained Age over 40 on
that Policy Anniversary, the percentage is lower and declines with age as
shown in the Applicable Percentage of Cash Value Table shown below.
Accordingly, under Death Benefit Option A the death benefit will remain
level at the Face Amount unless the applicable percentage of Cash Value
exceeds the current Face Amount, in which case the amount of the death
benefit will vary as the Cash Value varies.

             APPLICABLE PERCENTAGE OF CASH VALUE TABLE

       ATT         APPLICABLE              ATT         APPLICABLE
       AGE         PERCENTAGE              AGE         PERCENTAGE
       ---         ----------              ---         ----------

     Up to 40         250%                  61            128%
        41            243%                  62            126%
        42            236%                  63            124%
        43            229%                  64            122%
        44            222%                  65            120%
        45            215%                  66            119%
        46            209%                  67            118%
        47            203%                  68            117%
        48            197%                  69            116%
        49            191%                  70            115%
        50            185%                  71            113%
        51            178%                  72            111%
        52            171%                  73            109%
        53            164%                  74            107%
        54            157%               75 to 90         105%
        55            150%                  91            104%
        56            146%                  92            103%
        57            142%                  93            102%
        58            138%                  94            101%
        59            134%                  95+           100%
        60            130%

DEATH BENEFIT OPTION B.  Under Death Benefit Option B, the death benefit
is equal to the current Face Amount plus the Cash Value of the Policy on
the date of death or, if greater, the applicable percentage of the Cash
Value on the date of death. The applicable percentage is the same as
under Death Benefit Option A: 250% for an Insured Attained Age 40 or
below on the Policy Anniversary prior to the date of death, and for
Insureds with an Attained Age over 40 on that Policy Anniversary the
percentage declines as shown in the Applicable Percentage of Cash Value
Table. Accordingly, under Death Benefit Option B the amount of the death
benefit will always vary as the Cash Value varies (but will never be
less than the Face Amount).

CHANGE IN DEATH BENEFIT OPTION.  After the first Policy Anniversary, the
death benefit option in effect may be changed. The option may be changed
once each Policy Year, and a request for change must be made to the
Company in writing. The effective date of such a change will be the
Monthly Anniversary on or following the date the Company receives the
change request.  A change in death benefit option may have Federal
income tax consequences.

If the death benefit option is changed from Death Benefit Option A to
Death Benefit Option B, the Face Amount will be decreased to equal the
Face Amount before the change less the Cash Value on the effective date
of the change. If the death benefit option is changed from Death Benefit
Option B to Death Benefit Option A, the Face Amount will be increased to
equal the Death Benefit on the effective date of change.

Satisfactory evidence of insurability must be submitted to the Company
in connection with a request for a change from Death Benefit Option A to
Death Benefit Option B.  A change may not be made if it would result in
a Face Amount of less than the minimum Face Amount.

A change in death benefit option will not in itself result in an
immediate change in the amount of a Policy's death benefit or Cash
Value. No charges will be imposed upon a change from Death Benefit
Option B to Death Benefit Option A. A change from Death Benefit Option A
to Death Benefit Option B, however, will result in a decrease in the
Face Amount which may, in turn, result in a surrender charge. This
surrender charge will be assessed on the decrease in Face Amount in the
same manner as it would be assessed on a requested decrease in Face
Amount (See Contingent Deferred Sales Charge). In addition, if, prior to
or accompanying a change in the death benefit option, there has been an
increase in the Face Amount, the cost of insurance charge may be
different for the increased amount. (See Charges and Deductions-Cost of
Insurance.)

CHANGE IN FACE AMOUNT.  Subject to certain limitations set forth below,
an Owner may increase or decrease the Face Amount of a Policy once each
Policy Year but not before the first Policy Anniversary. A written
request is required for a change in the Face Amount. A change in Face
Amount may affect the cost of insurance rate and the net amount at risk,
both of which affect an Owner's

                              21


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<PAGE>

cost of insurance charge. (See Charges and Deductions-Cost of
Insurance.) A change in the Face Amount of a Policy may have
Federal income tax consequences.  (See Federal Tax Matters.)

For an increase in the Face Amount, the Company requires that
satisfactory evidence of insurability be submitted.  An application for
an increase must be received within 60 days prior to, or 30 days
following, a Policy Anniversary.  If approved, the increase will become
effective as of the Policy Anniversary.  In addition, the Insured must
have an Attained Age of not greater than 80 on the effective date of the
increase.  The increase may not be less than $5,000 under the Standard
Policy and $2,000 under the Pension Policy.  Although an increase need
not necessarily be accompanied by an additional premium (unless it is
required to meet the next monthly deduction), the Cash Surrender Value
in effect immediately after the increase must be sufficient to cover the
next monthly deduction including the selection and issue expense charge
assessed in connection with the increase.  To the extent the Cash
Surrender Value is not sufficient, an additional premium must be paid.
(See Charges and Deductions - Monthly Deduction.)  An increase in the
Face Amount may result in certain additional charges.  (See Charges and
Deductions - Monthly Deductions.)

For the Owner's rights upon an increase in Face Amount, see Policy
Rights - Right to Examine Policy.  Owners should consult their sales
representative before deciding whether to increase coverage by
increasing the Face Amount of a Policy.

An Owner may elect an increase in the Face Amount that will terminate on
the Monthly Anniversary which is an exact whole number of years from the
effective date of the increase and which is nearest the Insured's 85th
birthday. The Owner may select this option only if the Insured has an
Attained Age of not less than 20 but not more than 70 on the effective
date of the requested increase. Because a termination cannot occur less
than 15 years after the option is selected, no Contingent Deferred Sales
Charge will be assessed due to the decrease in Face Amount resulting
from the termination. If the Owner selects this option, the increase may
have a different cost of insurance than an increase that terminates at
Attained Age 95. The cost of insurance will never exceed the monthly
cost of insurance rates set forth in the Policy.

Any decrease in the Face Amount will become effective on the Monthly
Anniversary on or following receipt of the written request by the
Company. The amount of the requested decrease must be at least $5,000
and the Face Amount remaining in force after any requested decrease
may not be less than the minimum Face Amount.  If following a decrease
in Face Amount, the Policy would not comply with the maximum premium
limitations required by Federal tax law (See Payment and Allocation
of Premiums), the decrease may be limited or Cash Value may be returned
to the Owner (at the Owner's election), to the extent necessary to meet
these requirements. A decrease in the Face Amount will reduce the Face
Amount in the following order:

(a)  to any Face Amount increases resulting from a change from Death
Benefit Option B to Death Benefit Option A; then to
(b)  The Face Amount provided by the most recent increase;
(c)  The next most recent increases successively; and
(d)  The initial Face Amount.

This order of reduction will be used to determine the amount of
subsequent cost of insurance charges (See Charges and Deductions - Cost
of Insurance), and whether and in what amount a surrender charge will be
deducted. If the decrease in Face Amount is made against a coverage that
has been in effect for less than ten Policy Years, then a surrender
charge will be assessed against all Divisions and the General Account
proportionately. (See Charges and Deductions - Contingent Deferred Sales
Charge.)

PAYMENT OF THE DEATH BENEFIT.  The death benefit under the Policy will
ordinarily be paid in a lump sum within seven days after the Company
receives all documentation required for such a payment. Payment may,
however, be postponed in certain circumstances. (See General Matters-
Postponement of Payments from the Separate Account.) The death benefit
will be increased by any paid-up additions to the Policy, any dividend
accumulations and any unpaid dividends determined prior to the Insured's
death, and by the amount of the monthly cost of insurance for the
portion of the month from the date of death to the end of the month, and
reduced by any outstanding Indebtedness. (See General Matters-Additional
Insurance Benefits, Dividends, and Charges and Deductions.)  The Company
will pay interest on the death benefit from the date of the Insured's
death to the date of payment.  Interest will be at an annual rate
determined by the Company, but will never be less than the guaranteed
rate of 4.0%.  Provisions for settlement of the death benefit other than
a lump sum payment may only be made upon written agreement with the
Company.


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<PAGE>

                             CASH VALUE

The Cash Value of the Policy is equal to the total of the amounts
credited to the Owner in the Separate Account, the General Account, and
the Loan Account (securing Policy Loans). The Policy's Cash Value in the
Separate Account will reflect the investment performance of the chosen
divisions of the Separate Account, the frequency and amount of net
premiums paid, transfers, partial withdrawals, loans, and the charges
assessed in connection with the Policy. An Owner may at any time
surrender the Policy and receive the Policy's Cash Surrender Value. (See
Policy Rights-Surrender and Partial Withdrawals.) There is no guaranteed
minimum Cash Value.

DETERMINATION OF CASH VALUE.  Cash Value is determined on each Valuation
Date. On the Investment Start Date, the Cash Value in a Division will
equal the portion of any Net Premium allocated to the Division, reduced
by the portion allocated to that Division of the monthly deduction(s)
due from the Issue Date through the Investment Start Date. Depending
upon the length of time between the Issue Date and the Investment Start
Date, this amount may be more than the amount of one monthly deduction.
(See Payment and Allocation of Premiums.) Thereafter, on each Valuation
Date, the Cash Value in a Division of the Separate Account will equal:

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

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

(3) Any loan repayments allocated to the Division during the current
Valuation Period, plus

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

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

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

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

(8) Any withdrawal or surrender charges incurred during the current
Valuation Period attributed to the Division in connection with a partial
withdrawal or decrease in Face Amount; minus

(9) If a Monthly Anniversary occurs during the current Valuation
Period, the portion of the monthly deduction allocated to the Division
during the current Valuation Period to cover the Policy Month which
starts during that Valuation Period. (See Charges and Deductions)

The Policy's Cash Value in the Separate Account equals the sum of the
Policy's Cash Values in each Division.

NET INVESTMENT FACTOR.  The Net Investment Factor measures the
investment performance of a Division during a Valuation Period. The Net
Investment Factor for each Division for a Valuation period is calculated
as follows:

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

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

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

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

(5) A charge not to exceed .002319% of the average net assets for each
day in the Valuation Period. This is equivalent to an effective annual
rate of 0.85% for mortality and expense risks; divided by

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

                           POLICY RIGHTS

                               LOANS

LOAN PRIVILEGES.  After the first Policy Anniversary, the Owner may, by
written request to General


                               23


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<PAGE>

American, borrow an amount up to the Loan Value of the Policy, with the
Policy serving as sole security for such loan. A loan taken from, or
secured by, a Policy may have Federal income tax consequences.  (See
Federal Tax Matters.)

The Loan Value is 90% of the Cash Value of the Policy on the date the
loan request is received, less interest to the next Policy Anniversary,
less any outstanding Indebtedness, less any surrender charges, and less
any anticipated monthly deductions to the next Policy Anniversary. If
required by state law, the Policy's Loan Value may be a greater
percentage of the Cash Value as described in the Policy.

Policy Loan interest is payable in advance on each Policy Anniversary.
The minimum amount that may be borrowed, net of the interest payable in
advance, is $500. The loan may be completely or partially repaid at any
time while the Insured is living. Any amount due to an Owner under a
Policy Loan ordinarily will be paid within seven days after General
American receives the loan request at its Home Office, although payments
may be postponed under certain circumstances. (See General Matters-
Postponement of Payments from the Separate Account.)

When a Policy Loan is made, Cash Value equal to the amount of the loan
plus the interest due on the borrowed amount to the next Policy
Anniversary will be transferred to the Loan Account as security for the
loan. A Loan Subaccount exists within the Loan Account for the General
Account and each Division of the Separate Account.  Amounts transferred
to the Loan Account to secure Indebtedness are allocated to the
appropriate Loan Subaccount to reflect its origin. Unless the Owner
requests a different allocation, amounts will be transferred from the
Divisions of the Separate Account and the General Account in the same
proportion that the Policy's Cash Value in each Division and the General
Account, if any, bears to the Policy's total Cash Value, less the Cash
Value in the Loan Account, at the end of the Valuation Period during
which the request for a Policy Loan is received. This will reduce the
Policy's Cash Value in the General Account and Separate Account. These
transactions will not be considered transfers for purposes of the
limitations on transfers between Divisions or to or from the General
Account.

Cash Value in the Loan Account is expected to earn interest at a rate
("the earnings rate") which is lower than the rate charged on the Policy
Loan ("the borrowing rate"). Cash Value in the Loan Account will accrue
interest daily at an earnings rate which is the greater of (a) an annual
rate of 5% ("the guaranteed earnings rate" or (b) a current rate
determined by us ("the discretionary earnings rate"). The Company may
change the discretionary earnings rate on Policy Loans at any time in
its sole discretion.  Currently, we accrue interest at a discretionary
earnings rate which is .75% less than the borrowing rate we charge for
Policy Loan interest.  The difference between the rate of interest
earned and the borrowing rate is the "Loan Spread".  The .75% Loan
Spread mentioned above is currently in effect and is not guaranteed.

Interest earned on the Cash Value held in the Loan Account will be
allocated on Policy Anniversaries to the General Account and the
Divisions of the Separate Account in the same proportion that the Cash
Value in each Loan Subaccount bears to the Cash Value in the Loan
Account.  The interest earned will also be allocated, as appropriate:
(1) when a new Policy Loan is made; (2) when a Policy Loan is partially
or fully repaid; and (3) when an amount is needed to meet a monthly
deduction.

INTEREST CHARGED.  The borrowing rate we charge for Policy Loan interest
will be based on an index. The indexed borrowing rate will never be more
than the maximum loan rate permitted by law. More information on the
borrowing rate is provided below.

General American will inform the Owner of the current borrowing rate
when a Policy Loan is made. General American will also mail the Owner an
advance notice if there is to be a change in the borrowing rate
applicable to any outstanding Indebtedness.

Policy Loan interest is due and payable annually in advance on each
Policy Anniversary. If the Owner does not pay the interest when it is
due, an amount of Cash Value equal to the unpaid interest will be added
to the outstanding Indebtedness as of the due date. (See Effect of
Policy Loans.) The amount of Policy Loan interest which is transferred
to the Loan Account will be deducted from the Divisions of the Separate
Account and from the General Account in the same proportion that the
portion of the Cash Value in each Division and in the General Account,
respectively, bears to the total Cash Value of the Policy minus the Cash
Value in the Loan Account.

We determine the borrowing rate at the beginning of each Policy Year.
The same rate applies to any outstanding Indebtedness and to any new
Policy Loans made during the Policy Year. The borrowing rate determined
by General American for a Policy Year may not exceed a Maximum Limit
which is the greater of:

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<PAGE>

(a)  The Published Monthly Average (defined below) for the calendar
month ending two months before the beginning of the month in which the
Policy Anniversary falls (example: for a Policy with a June Policy
Anniversary, the March Published Average); or

(b)  Six Percent (6%).

The Published Monthly Average means:

(i)  Moody's Corporate Bond Yield Average-Monthly Average Corporates, as
published by Moody's Investors Service, Inc. or any successor to that
service; or

(ii)  If that average is no longer published, as substantially similar
average. established by regulation issued by the insurance supervisory
official of the state in which this Policy is issued.

If the maximum limit for a Policy Year, as determined in this manner, is
at least 0.5% higher than the rate set for the previous Policy Year,
General American may increase the rate to no more than that limit. If
the maximum limit for a Policy Year is at least 0.5% lower than the rate
set for the previous Policy Year, General American will reduce the rate
to no more than that limit.

EFFECT OF POLICY LOANS.  Whether or not a Policy Loan is repaid, it will
permanently affect the Cash Value of a Policy, and may permanently
affect the amount of the death benefit, even if the loan is repaid. The
collateral for the loan (the amount held in the Loan Account) does not
participate in the performance of the Separate Account while the loan is
outstanding.  If the Loan Account earnings rate is less than the
investment performance of the selected Division(s), the Cash Value of
the Policy will be lower as a result of the Policy Loan. Conversely, if
the Loan Account earnings rate is higher than the investment performance
of the Division(s), the Cash Value may be higher.

In addition, if the Indebtedness and any unpaid selection and issue
expense charges (See Charges and Deductions-Monthly Deduction.) exceeds
the Cash Value minus the surrender charge on any Monthly Anniversary,
the Policy will lapse, subject to a grace period. (See Payment and
Allocation of Premiums-Policy Lapse and Reinstatement.) A sufficient
payment must be made within the later of the grace period of 62 days
from the Monthly Anniversary immediately before the date the
Indebtedness and any unpaid selection and issue expense charges exceed
the Cash Value less any surrender charges, or 3l days after notice that
a Policy will terminate unless a sufficient payment has been mailed, or
the Policy will lapse and terminate without value. A lapsed Policy,
however, may later be reinstated, subject to certain limitations.
(See Payment and Allocation of Premiums-Policy Lapse and Reinstatement.)

Any outstanding Indebtedness and the accrued interest on those loans
will be deducted from the proceeds payable upon the death of the
Insured, surrender, or the maturity of the Policy.

REPAYMENT OF INDEBTEDNESS.  A Policy Loan may be repaid in whole or in
part at any time prior to the death of the Insured and as long as a
Policy is in force. When a loan repayment is made, an amount securing
the Indebtedness in the Loan Account equal to the loan repayment will be
transferred to the Divisions of the Separate Account and the General
Account in the same proportion that Cash Value in each Loan Subaccount
bears to Cash Value in the Loan Account.  Amounts paid while a Policy
Loan is outstanding will be treated as premiums unless the Owner
requests in writing that they be treated as repayment of Indebtedness.

                 SURRENDER AND PARTIAL WITHDRAWALS

At any time during the lifetime of the Insured and while a Policy is in
force, the Owner may surrender the Policy by sending a written request
to the Company. After the first Policy Year, an Owner may make a partial
withdrawal by sending a written request to the Company. The amount
available for surrender is the Cash Surrender Value at the end of the
Valuation Period during which the surrender request is received at the
Company's Home Office. Amounts payable from the Separate Account upon
surrender or a partial withdrawal will ordinarily be paid within seven
days of receipt of the written request. (See General Matters-
Postponement of Payments from the Separate Account.)

SURRENDERS.  To effect a surrender, either the Policy itself must be
returned to the Company along with the request or the request must be
accompanied by a completed affidavit of loss, which is available from
the Company. Upon surrender, the Company will pay the Cash Surrender
Value to the Owner in a single sum. The Cash Surrender Value equals the
Cash Value on the date of surrender, less any outstanding Indebtedness,
less any surrender charge (discussed below), and less any unpaid
selection and issue expense charges. The proceeds paid will be increased
by the cash value of any paid-up additions, any unpaid dividends
determined prior to surrender and

                               25


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<PAGE>

dividend accumulations, and any unaccrued interest paid. (See Dividends.)
The Company will determine the Cash Surrender Value as of the date that
an Owner's written request is received at the Company's Home Office.  If
the request is received on a Monthly Anniversary, the monthly deduction
otherwise deductible will be included in the amount paid.  The Policy
will terminate as of the date of surrender.  The Insured must be living
at the time of a surrender.  A surrender may have Federal income tax
consequences.  (See Federal Tax Matters.)

PARTIAL WITHDRAWALS.  After the first Policy Year, an Owner may make up
to one partial withdrawal each Policy Month from the Separate Account,
and up to four partial withdrawals and transfers in any Policy Year from
the General Account. A partial withdrawal may have Federal income tax
consequences.  (See Federal Tax Matters.)

The minimum amount of a partial withdrawal request, net of any
applicable surrender charges, is the lesser of (a) $500 from a Division
of the Separate Account, or (b) the Policy's Cash Value in a Division.
The maximum amount that may be withdrawn from a Division is the Policy's
Cash Value in that Division net of any applicable surrender charges.  The
total partial withdrawals and transfers from the General Account over the
Policy Year may not exceed a maximum amount equal to the greater of 1) $500
or 2) 15% of the General Account's Cash Surrender Value at the beginning of
the current Policy Year.

The Owner may allocate the amount withdrawn plus any applicable
surrender charges, subject to the above conditions, among the Divisions
of the Separate Account and the General Account. If no allocation is
specified, then the partial withdrawal will be allocated among the
Divisions of the Separate Account and the General Account in the same
proportion that the Policy's Cash Value in each Division and the General
Account bears to the total Cash Value of the Policy, less the Cash Value
in the Loan Account, on the date the request for the partial withdrawal
is received. If the limitations on withdrawals from the General Account
will not permit this proportionate allocation, the Owner will be
requested to provide an alternate allocation. (See The General Account.)

Generally, any surrender charge imposed in connection with a partial
withdrawal will be allocated among the Divisions of the Separate Account
and the General Account in the same proportion as the partial withdrawal
is allocated. An Owner may request, however, that a surrender charge
applicable to an amount withdrawn be paid from the Owner's Cash
Value in another Division. No amount may be withdrawn that would result
in there being insufficient Cash Value to meet any surrender charges
that would be payable immediately following the withdrawal upon the
surrender of the remaining Cash Value.

The death benefit will be affected by a partial withdrawal. If Death
Benefit Option A is in effect and the death benefit equals the Face
Amount, then a partial withdrawal will decrease the Face amount by an
amount equal to the partial withdrawal plus the applicable surrender
charges. If the death benefit is based on a percentage of the Cash
Value, then a partial withdrawal will decrease the Face Amount by an
amount by which the partial withdrawal plus the applicable surrender
charge exceeds the difference between the death benefit and the Face
Amount. If Death Benefit Option B is in effect, the Face Amount will not
change.

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

Partial withdrawals may affect the way in which the cost of insurance
charge is calculated and the amount of pure insurance protection
afforded under a Policy. (See Monthly Deduction-Cost of Insurance)
Partial withdrawals will be applied first to reduce the initial Face
Amount and then to each increase in Face Amount in order, starting with
the first increase.

CHARGES ON SURRENDER, PARTIAL WITHDRAWALS AND DECREASES.  Surrenders and
partial withdrawals may result in a charge.  If a Policy is surrendered,
the charge will be 24% of premiums paid during the first Policy Year up
to the Target Premium for the Policy, as set forth in the Policy. The
amount of the charge remains level over the first five Policy Years and
then gradually decreases to zero (0) at the end of ten Policy Years.
Additional charges will be deducted if the Policy is surrendered
following one or more increase in face Amount.  The charge applicable to
each increase will be 24% of the premiums attributed to the increase
which are received within 12 Policy Months of the increase, up to the
Target Premium for that increase.

A charge also will apply to any decrease in Face Amount.  A decrease in
Face Amount may decrease some or all of the initial Face Amount and any
increases in Face Amount.  As noted above, a partial withdrawal may
cause a decrease in Face Amount is a portion of the charge that would be
deducted upon



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<PAGE>

surrender or lapse.  The portion is based on the relationship between
the decrease in Face Amount and the Face Amount before the decrease.
The charge will be allocated among the Divisions of the Separate Account
and the General Account in the same proportion that the Policy's Cash
Value in each Division and the General Account bears to the total Cash
Value of the Policy less the Cash Value in the Loan Account.  Charges
are described in more detail under Charges and Deductions - Contingent
Deferred Sales Charge.

General American may reduce the charge for surrenders and partial
withdrawals on policies sold to members of a class of associated
individuals or to a trustee, employer, or other entity representing such
a class, where it is expected that such multiple sales will result in
savings of selling or administrative expenses.

                             TRANSFERS

Under General American's current practices, a Policy's Cash Value,
except amounts credited to the Loan Account, may be transferred among
the Division of the Separate Account and between the General Account and
the Divisions. Transfers to and from the General Account are subject to
restrictions (see The General Account). Requests for transfers from or
among Divisions of the Separate Account must be in writing. Transfers
from or among the Divisions of the Separate Account may be made once
each Policy Month, and must be in amounts of at least $500 or, if
smaller, the Policy's Cash Value in a Division.  General American
will effectuate transfers and determine all values in connection with
transfers as of the end of the Valuation period during which the
transfer request is received.

All requests received on the same Valuation Day will be considered a
single transfer request.  Each transfer must meet the minimum
requirement of $500 or the entire Cash Value in a Division whichever is
smaller.  Where a Single transfer request calls for more than one
transfer, and not all of the transfers would meet the minimum
requirements, General American will effectuate those transfers that do
meet the requirements.  Transfers resulting from Policy Loans or
exercise of the conversion privilege will not be counted for purposes of
the limitations on the amount or frequency of transfers allowed in each
Policy Month or Policy Year.

Although General American currently intends to continue to permit
transfers for the foreseeable future, the Policy provides that General
American may at any time revoke, modify or limit the transfer privilege,
including the minimum amount transferable.  General American may in the
future impose a charge of no more than $25 per transfer request.

                       PORTFOLIO REBALANCING

Over time, the funds in the General Account and the Divisions of the
Separate Account will accumulate at different rates as a result of
different investment returns.  The Owner may direct that from time to
time we automatically restore the balance of your Cash Value in the
General Account and in the Divisions of the Separate Account to the
percentages that you determined in advance.  There are two methods of
rebalancing available - periodic and variance.

PERIODIC REBALANCING.  Under this option The Owner elects a frequency
(monthly, quarterly, semiannually or annually), measured from the Policy
Anniversary.  On each date elected, we will rebalance the funds by
generating fund transfers to reallocate the funds according to the
investment percentages elected.


VARIANCE REBALANCING.  Under this option the Owner elects a specific
allocation percentage for the General Account and each Division of the
Separate Account.  For each such account, the allocation percentage (if
not zero) must be a whole percentage and must not be less than one
percent (1%).  The Owner also elects a maximum variance percentage (5%,
10%, 15%, or 20% only), and can exclude specific funds from being
rebalanced.  On each Monthly Anniversary we will review the current fund
balances to determine whether any fund balance is outside of the
variance range (either above or below) as a percentage of the specified
allocation percentage for that fund.  If any fund is outside of the
variance range, we will generate transfers to rebalance all of the
specified funds back to the predetermined percentages.


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

The Owner may elect either form of portfolio rebalancing by specifying
it on the policy application.  The Owner may elect it later for an in-
force Policy, or may cancel it, by submitting a change form acceptable
to General American under its administrative rules.

Only one form of portfolio rebalancing may be elected at any one time,
and portfolio rebalancing may not be used in conjunction with dollar
cost averaging (see below).


                               27



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<PAGE>

General American reserves the right to suspend portfolio rebalancing at
any time on any class of Policies on a nondiscriminatory basis, or to
charge an administrative fee for election changes in excess of a
specified number in a Policy Year in accordance with its administrative
rules.

                       DOLLAR COST AVERAGING

The Owner may direct the Company to transfer amounts on a monthly basis
from the Money Market Fund to any other Division of the Separate
Account.  This service is intended to allow the Owner to utilize Dollar
Cost Averaging ("DCA"), a long-term investment technique which provides
for regular, level investments over time.  The Company makes no
guarantees that DCA will result in a profit or protect against loss in a
declining market.

The following rules and restrictions apply to DCA transfers:

(1)  The minimum DCA transfer amount is $100.

(2)  A written election of the DCA service, on a form provided by the
Company, must be completed by the Owner and on file with the Company in
order to begin DCA transfers.


(3)  In the written election of the DCA service, the Owner indicates how
DCA transfers are to be allocated among the Divisions of the Separate
Account.  For any Division chosen to receive DCA transfers, the minimum
percentage that may be allocated to a Division is 1% of the DCA transfer
amount, and fractional percentages may not be used.


(4)  DCA transfers can only be made from the Money Market Fund, and DCA
transfers will not be allowed to the General Account.

(5)  The DCA transfers will not count against the Policy's normal
transfer restrictions. (See Policy Rights -- Transfers.)

(6)  The DCA transfer percentages may  differ from the allocation
percentages the Owner specifies for the allocation of Net Premiums. (See
Payment and Allocation of Premiums -- Allocation of Net Premiums and
Cash Values.)

(7)  Once elected, DCA transfers from the Money Market Fund will be
processed monthly until either the value in the Money Market Fund is
completely depleted or the Owner instructs the Company in writing to
cancel the DCA service.

(8)  Transfers as a result of a Policy Loan or repayment, or in exercise
of the conversion privilege, are not subject to the DCA rules and
restrictions. The DCA service terminates at the time the conversion
privilege is exercised, when any outstanding amount in any Division of
the Separate Account is immediately transferred to the General Account.
(See Policy Rights -- Loans, and Policy Rights -- Conversion Privilege.)

(9)  DCA transfers will not be made until the Right to Examine Policy
period has expired (See Right to Examine Policy).

The Company reserves the right to assess a processing fee for the DCA
service. The Company reserves the right to discontinue offering DCA upon
30 days' written notice to Owners. However, any such discontinuation
will not affect DCA services already commenced.  The Company reserves
the right to impose a minimum total Cash Value, less outstanding
Indebtedness, in order to qualify for DCA service.  Also, the Company
reserves the right to change the minimum necessary Cash Value and the
minimum required DCA transfer amount.

                      RIGHT TO EXAMINE POLICY

The Owner may cancel a Policy within 20 days after receiving it (30 days
if the Owner is a resident of California and is age 60 or older), within
45 days after the application was signed, or within 10 days of the
Company's mailing a notice of the cancellation right, whichever is
latest. If a Policy is canceled within this time period, a refund will
be paid. Where required by state law, the refund will equal all premiums
paid under the Policy.  Where required by state law, General American
will refund an amount equal to the greater of premiums paid or (1) plus
(2) where (1) is the difference between the premiums paid, including any
policy fees or other charges, and the amounts allocated to the Separate
Account under the Policy and (2) is the value of the amounts allocated
to the Separate Account under the Policy on the date the returned Policy
is received by General American or its agent.

To cancel the Policy, the Owner should mail or deliver the Policy to
either General American or the agent who sold it. A refund of premiums
paid by check may be delayed until the Owner's check has cleared the
bank upon which it was drawn. (See General Matters-Postponement of
Payments from the Separate Account.)


                               28


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<PAGE>

A request for an increase in Face Amount (see Policy Benefits-Change in
Face Amount) may also be canceled. The request for cancellation must be
made within the latest of 20 days from the date the Owner receives the
new Policy specifications page for the increase, 45 days after the
application for the increase was signed or 10 days of mailing the notice
of the cancellation right.

                        CONVERSION PRIVILEGE

During the first twenty-four Policy Months following the issuance of the
Policy, the Owner may in effect convert any Policy still in force to a
guaranteed benefit life insurance policy by instructing the Company to
transfer the Policy's Cash Value in the Separate Account to the General
Account and to allocate all subsequent Net Premiums to the General
Account. A similar conversion privilege is available during the first 24
Policy Months following a requested increase in Face Amount. Upon
exercise of this privilege, the Cash Value in the Separate Account
attributable to the increase will be transferred to the General Account,
and all subsequent Net Premiums attributable to the increase will be
allocated to the General Account.

Transfers made pursuant to this conversion privilege will not affect the
death benefit, Face Amount, net amount at risk, rate class, or Issue Age
under a Policy. No charge will be imposed on any transfers resulting
from the exercise of this conversion privilege, and such transfers will
not count against the limitation on the amount and frequency of transfer
requests allowed in each Policy Month or Policy Year. (See Transfers.)

Notwithstanding an exercise of the conversion privilege during the first
twenty-four Policy Months following an increase in Face Amount,
circumstances in effect following the conversion could subject Cash
Value in the General Account to substantial investment risk.  For
example, if Cash Value in the Separate Account is high relative to Cash
Value in the General Account, poor investment performance of the
Divisions of the Separate Account to which the Owner has allocated Net
Premium payments could result in a greater likelihood of lapse.  If the
Divisions of the Separate Account perform poorly and Cash Value is not
available in the Separate Account to pay monthly deductions, Cash Value
in the General Account could be wholly depleted, and the Policy could
lapse.  Because circumstances can alter the expected outcome of an
exercise of the conversion privilege following an increase in Face
Amount, Owners should consult their sales representative or other
competent advisor before deciding whether to exercise the conversion
privilege following an increase in Face Amount.

                  PAYMENTS OF BENEFITS AT MATURITY

If the Insured is living and the Policy is in force, the Company will
pay the Cash Surrender Value of the Policy on the Maturity Date, plus
the cash value of any paid-up additions, dividends due and dividend
accumulations. An Owner may elect to have amounts payable on the
Maturity Date paid in a single sum or under one of the settlement
options described below. Amounts payable on the Maturity Date ordinarily
will be paid within seven days of that date, although payments may be
postponed under certain circumstances. (See General Matters-
Postponements of Payments from the Separate Account.) A Policy will
mature if and when the Insured reaches Attained Age 95.

                 PAYMENT AND ALLOCATION OF PREMIUMS

                        ISSUANCE OF A POLICY

Individuals wishing to purchase a Policy must complete an application
and submit it to an authorized registered agent of General American or
to General American's Home Office. A Policy will generally be issued to
Insureds of Issue Ages 0 through 80 for the regularly underwritten
contracts, and 20 through 80 for the Pension Policy. General American
may, in its sole discretion, issue Policies to individuals falling
outside of those Issue Ages. Acceptance of an application is subject to
General American's underwriting rules, and General American reserves the
right to reject an application for any reason.

The Issue Date is determined by General American in accordance with its
standard underwriting procedures for variable life insurance policies.
The Issue Date is used to determine Policy Anniversaries, Policy Years,
and Policy Months. Insurance coverages under a Policy will not take
effect until the Policy has been delivered and the initial premium has
been paid prior to the Insured's death and prior to any change in health
as shown in the application.

                              PREMIUMS

The initial premium is due on the Issue Date, and may be paid to an
authorized registered agent of General American or to General American
at its Home Office. General American currently requires that the initial
premium for a Policy be at least equal to one-twelfth (1/12) of the sum
of the Minimum Premium for the


                               29



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<PAGE>

Policy. The Minimum Premium is the amount specified for each Policy based
on the requested initial Face Amount and the charges under the Policy
which vary by Attained Age, rate class, and sex (except under the Pension
Policy or any Policies sold in Montana of the Insured. (See Charges and
Deductions.) For policies issued as a result of a term conversion from
certain General American term policies, the Company requires the Owner to
pay an initial premium, which combined with conversion credits given, if
any, will equal one full Minimum Premium for the Policy.  (See Charges
and Deductions.)

Following the initial premium, subject to the limitations described
below, premiums may be paid in any amount and at any interval. Premiums
after the first premium payment must be paid to General American at its
Home Office. An Owner may establish a schedule of planned premiums which
will be billed by the Company at regular intervals. Failure to pay
planned premiums, however, will not itself cause the Policy to lapse.
(See Policy Lapse and Reinstatement.) Premium receipts will be furnished
upon request.

An Owner may make unscheduled premium payments at any time in any
amount, or skip planned premium payments, subject to the minimum and
maximum premium limitations described below.

If a Policy is in the intended Owner's possession, but the initial
premium has not been paid, the Policy is not in force.  Under these
circumstances, the intended Owner is deemed to have the Policy for
inspection only.

PREMIUM LIMITATIONS.  Every premium payment must be at least $10. In no
event may the total of all premiums paid in any Policy Year exceed the
current maximum premium limitations for that Policy Year.  Maximum
premium limits for the Policy Year will be shown in the Owner's annual
report.

In general, for policies issued with Death Benefit Option A or Death
Benefit Option B, the maximum premium limit for a Policy Year is the
largest amount of premium that can be paid in that Policy Year such that
the sum of the premiums paid under the Policy will not at any time
exceed the guideline premium limitations needed to comply with the tax
definition of life insurance.  If at any time a premium is paid which
would result in total premiums exceeding the current maximum premium
limitations, the Company will only accept that portion of the premium
which will make total premiums equal the maximum.  Any part of the
premium in excess of that amount will be returned or applied as
otherwise agreed, and no further premiums will be accepted until
allowed under the current maximum premium limitations.

In addition to the foregoing tax definitional limits on premiums, for
purposes of determining whether distributions (including loans) are a
return of income first, the Company monitors the Policy to detect
whether the "seven pay limit" has been exceeded. If the seven pay limit
is exceeded, the Policy becomes a "Modified Endowment".  The Company has
adopted administrative steps designed to notify an Owner when it is
believed that a premium payment will cause a Policy to become a Modified
Endowment Contract.  The Owner will be given a limited amount of time to
request that the premium be reversed in order to avoid the Policy's
being classified as a Modified Endowment Contract.  (See Federal Tax
Matters.)

If the Company receives a premium payment which would cause the death
benefit to increase by an amount that exceeds the Net Premium portion of
the payment, then the Company reserves the right to (1) refuse that
premium payment, or (2) require additional evidence of insurability
before it accepts the premium.

             ALLOCATION OF NET PREMIUMS AND CASH VALUE


ALLOCATION OF NET PREMIUMS.  In the application for a Policy, the Owner
indicates how Net Premiums are to be allocated among the Divisions of
the Separate Account, to the General Account, or both.  For each
Division chosen, the minimum percentage that may be allocated to a
Division or the General Account is 1% of the Net Premium, and fractional
percentages may not be used.


The allocation for future Net Premiums may be changed without charge at
any time by providing notice in writing to the Company. Any change in
allocation will take effect immediately upon receipt by the Company of
the written notification. No charge is imposed for changing the
allocations of future Net Premiums.  The initial allocation will be
shown on the application which is attached to the Policy.

During the period from the Issue Date to the end of the Right to Examine
Policy period, Net Premiums will automatically be allocated to the
Division that invests in the Money Market Fund of the Capital Company.
(See Right to Examine Policy.)  When this period expires, the Policy's
Cash Value in that Division will be transferred to the Divisions of the
Separate Account and to the General Account (if available) in accordance
with the allocation requested

                               30


<PAGE>
<PAGE>

in the application for the Policy, or any allocation instructions
received subsequent to receipt of the application. Net Premiums
received after the Right To Examine Policy period will be allocated
according to the allocation instructions most recently received by
the Company unless otherwise instructed for that particular premium
receipt.

The Policy's Cash Value may also be transferred between Divisions of the
Separate Account, and between those Divisions and the General Account.
(See Policy Rights-Transfers.)

The value of amounts allocated to Divisions of the Separate Account will
vary with the investment performance of the chosen Divisions, and the
Owner bears the entire investment risk. This will affect the Policy's
Cash Value, and may affect the death benefit as well. Owners should
periodically review their allocations of Net Premiums and the Policy's
Cash Value in light of market conditions and their overall financial
planning requirements.

                   POLICY LAPSE AND REINSTATEMENT

LAPSE.  Unlike conventional whole life insurance policies, the failure
to make a premium payment following the initial premium will not itself
cause a Policy to lapse. Lapse will occur when the Cash Surrender Value
is insufficient to cover the monthly deduction, and a grace period
expires without a sufficient payment being made.

The grace period, which is 62 days, begins on the Monthly Anniversary on
which the Cash Surrender Value becomes insufficient to meet the next
monthly deduction. The Company will notify the Owner that Cash Surrender
Value is insufficient to cover the monthly deduction at the beginning of
the grace period by mail addressed to the last known address on file with
the Company.  The notice to the Owner will indicate the amount of additional
premium that must be paid to keep the Policy in force. The amount of the
premium required to keep the Policy in force will be the amount required
to cover the outstanding monthly deductions and premium expense charges.
(See Charges and Deductions-Monthly Deduction.) If the Company does not
receive the required amount during the grace period, the Policy will lapse
and terminate without Cash Value.

At the time of lapse, any remaining dividend accumulations and the cash
value of paid-up additions will be paid to the Owner. (See Dividends,
and General Matters-Additional Insurance Benefits.) If the Insured dies
during the grace period, any overdue monthly deductions will be deducted
from the death benefit otherwise payable.

REINSTATEMENT.  The Owner may reinstate a lapsed Policy by written
application any time within five years after the date of lapse and
before the Maturity Date. Reinstatement is subject to the following
conditions:

(l)  Evidence of the insurability of the Insured satisfactory to the
Company (including evidence of insurability of any person covered by a
rider to reinstate the rider).

(2)  Payment of a premium that, after the deduction of premium expense
charges, is large enough to cover: (a) the monthly deductions due at the
time of lapse, and (b) two times the monthly deduction due at the time
of reinstatement.

(3)  Payment or reinstatement of any Indebtedness. Any Indebtedness
reinstated will cause a Cash Value of an equal amount also to be
reinstated. Any loan paid at the time of reinstatement will cause an
increase in Cash Value equal to the amount to be reinstated.

(4)  The Policy cannot be reinstated if it has been surrendered.

The amount of Cash Value on the date of reinstatement will be equal to
the amount of any Policy Loan reinstated, increased by the Net Premiums
paid at reinstatement, any Policy Loans paid at the time of
reinstatement, and the amount of any surrender charges paid at the time
of lapse to the extent of the Face Amount reinstated. The Insured must
be alive on the date the Company approves the application for
reinstatement.  If the Insured is not then alive, such approval is void
and of no effect.

The effective date of reinstatement is the date the Company approves the
application for reinstatement. There will be a full monthly deduction
for the Policy Month which includes that date. (See Charges and
Deductions-Monthly Deduction.)

The surrender charges in effect at the time of reinstatement will equal
the surrender charges in effect at the time of lapse. If only a portion
of the total Face Amount is reinstated, then only the applicable portion
of the surrender charges will be reinstated. If only a portion of the
total Face Amount is reinstated, the Cash Value following reinstatement
will be increased by the applicable portion of the surrender charges
imposed at the time of lapse. (See


                               31


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<PAGE>

Charges and Deductions-Contingent Deferred Sales Charge.)

                       CHARGES AND DEDUCTIONS

Charges will be deducted in connection with the Policy to compensate the
Company for providing the insurance benefits set forth in the Policies
and any additional benefits added by rider, administering the Policies,
incurring expenses in distributing the Policies, and assuming certain
risks in connection with the Policy.

                      PREMIUM EXPENSE CHARGES

Prior to allocation of Net Premiums, premium payments will be reduced by
premium expense charges consisting of a sales charge and a charge for
premium taxes. The premium payment less the premium expense charge
equals the Net Premium.

SALES CHARGE.  A sales charge equal to 6% of the premium paid will be
deducted from each premium to partially compensate the Company for
expenses incurred in distributing the Policy and any additional benefits
provided by rider. These expenses include agent sales commissions, the
cost of printing prospectuses and sales literature, and any advertising
costs. Where Policies are issued to Insureds with higher mortality risks
or to Insureds who have selected additional insurance benefits, a
portion of the amount deducted for sales charge is used to pay
distribution expenses and other costs associated with these additional
coverages.


To the extent that sales expenses are not recovered from the 6% sales
charge and the surrender charge, those expenses may be recovered from
other sources, including the mortality and expense risk charge described
on page 36.


PREMIUM TAXES.  Various states and subdivisions impose a tax on premiums
received by insurance companies. Premium taxes vary from state to state.
A deduction of 2% of the premium is made from each premium payment for
these taxes. The deduction represents an amount the Company considers
necessary to pay the premium taxes imposed by the states and any
subdivisions thereof.

                         MONTHLY DEDUCTION

Charges will be deducted monthly from the Cash Value of each Policy
("the monthly deduction") to compensate the Company for (a) certain
administrative costs; (b) insurance underwriting and acquisition
expenses in connection with issuing a Policy; (c) the cost of
insurance; and (d) the cost of optional benefits added by rider.
The monthly deduction will be taken on the Investment Start Date and
on each Monthly Anniversary. It will be allocated among the General
Account and each Division of the Separate Account in the same proportion
that a Policy's Cash Value in the General Account and the Policy's Cash
Value in each Division bear to the total Cash Value of the Policy, less
the Cash Value in the Loan Account, on the date the deduction is taken.
Because portions of the monthly deduction, such as the cost of insurance,
can vary from month to month, the monthly deduction itself can vary in
amount from month to month.

MONTHLY ADMINISTRATIVE CHARGE.  The Company has responsibility for the
administration of the Policies and the Separate Account. Administrative
expenses include premium billing and collection; recordkeeping;
processing death benefit claims; cash surrenders; partial withdrawals;
Policy changes, tax reporting and overhead costs; processing
applications; and establishing Policy records. As reimbursement for
administrative expenses related to the maintenance of each Policy and
the Separate Account, the Company assesses a monthly administration
charge from each Policy. This charge is $10 per month of the Standard
Policy and $12 per month for the Pension Policy during the first 12
Policy Months, and $4 (Standard) and $6 (Pension) per month thereafter.
These charges are guaranteed not to increase while the Policy is in
force. The Company does not anticipate that it will make any profit on
the monthly administrative charge.

The Company may administer the Policy itself, or the Company may
purchase administrative services from such sources (including
affiliates) as may be available. Such services will be acquired on a
basis which, in the Company's sole discretion, affords the best services
at the lowest cost. The Company reserves the right to select a company
to provide services which the Company deems, in its sole discretion, is
the best able to perform such services in a satisfactory manner even
though the costs for such services may be higher than would prevail
elsewhere.

SELECTION AND ISSUE EXPENSE CHARGE.  An additional administrative charge
will be deducted from Cash Value as part of the monthly deduction during
the first 12 Policy Months and for the first 12 Policy Months following
an increase in the Face Amount The charge will compensate the Company
for issuance, underwriting, processing, and start-up expenses. These
expenses include the cost of processing applications, conducting medical
examinations, and determining insurability and the


                               32


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<PAGE>

Insured's rate class. The charge is $0.08 per month multiplied by the
Face Amount divided by 1,000, and the Company does not anticipate that
it will result in any profit. The selection and issue expense charge
is guaranteed not to increase over the life of the Policy.

The selection and issue expense charge is not imposed after the first
Policy Year, except that the charge is imposed with respect to an
increase in Face Amount for the first 12 Policy Months following the
effective date of the increase. If a decrease in Face Amount occurs
during the first Policy Year or first 12 months following the effective
date of an increase, the charge will no longer be taken to the extent of
the decrease. The selection and issue charge is not imposed in
connection with a change from Death Benefit Option B to Death Benefit
Option A unless such change is simultaneous with a separately requested
increase in Face Amount. The full charge will be imposed even if a
Policy is surrendered during the first 12 Policy Months or the first 12
Policy Months following an increase in Face Amount.

COST OF INSURANCE.  The cost of insurance is deducted on each Monthly
Anniversary for the following Policy Month. Because the cost of
insurance depends upon a number of variables, the cost will vary for
each Policy Month. The cost of insurance is determined separately for
the initial Face Amount and for any subsequent increases in Face Amount.
The Company will determine the monthly cost of insurance charge by
multiplying the applicable cost of insurance rate or rates by the net
amount at risk for each Policy Month.

The cost of insurance rates are determined at the beginning of each
Policy Year for the initial Face Amount and each increase in Face
Amount. The rates will be based on the Attained Age, rate class, and sex
(except under the Pension Policy or any Policies sold in Montana.  See
Unisex Requirements Under the Pension Policies and Montana Law ) of the
Insured at issue or the date of an increase in Face Amount. The cost of
insurance rates generally increase as the Insured's Attained Age
increases. The rate class of an Insured also will affect the cost of
insurance rate. The Company currently places Insureds into a preferred
rate class, a standard rate class, or into rate classes involving a higher
mortality risk. In an otherwise identical Policy, Insureds in the preferred
rate class will have a lower cost of insurance than those in a rate class
involving higher mortality risk. Each rate class is also divided into two
categories: smokers and nonsmokers. Nonsmoker Insureds will generally incur
a lower cost of insurance than similarly situated Insureds who smoke.
(Insureds under Attained Age 20 are automatically assigned to the smoker
rate class.) For the initial Face Amount, the Company will use the rate class
on the Issue Date. For each increase in Face Amount, other than one caused by
a change in the death benefit option, the Company will use the rate class
applicable to that increase. If the death benefit equals a percentage of Cash
Value, an increase in Cash Value will cause an automatic increase in the death
benefit. The rate class for such increase will be the same as that used for
the most recent increase that required proof of insurability.

Actual cost of insurance rates may change, and the actual monthly cost
of insurance rates will be determined by the Company based on its
expectations as to future mortality experience. However, the actual cost
of insurance rates will not be greater than the guaranteed cost of
insurance rates set forth in the Policy. These guaranteed rates are
based on the 1980 Commissioners Standard Ordinary Mortality Tables. Any
change in the cost of insurance rates will apply to all persons of the
same Attached Age, rate class, and sex (except under the Pension Policy
and any Policies sold in Montana.  See Unisex Requirements Under Pension
Policies and Montana Law) whose initial Face Amounts or increases in
Face Amount have been in force for the same length of time.

The net amount at risk for a Policy Month is (a) the death benefit at
the beginning of the Policy Month divided by 1.0040741 (which reduces
the net amount at risk, solely for purposes of computing the cost of
insurance, by taking into account assumed monthly earnings at an annual
rate of 5%), less (b) the Cash Value at the beginning of the Policy
Month.

The net amount at risk for a Policy Month is (a) the death benefit at
the beginning of the Policy Month divided by 1.0040741 which reduces the
net amount at risk, solely for purposes of computing the cost of
insurance, by taking into account assumed monthly earnings at an annual
rate of 5.0%), less (b) the Cash Value at the beginning of the Policy
Month.  If there is an increase in Face Amount, a net amount at risk
will be calculated separately for the initial Face Amount, and for each
increase in Face Amount.  If  Death Benefit Option A is in effect, for
purposes of determining the net amounts at risk for the initial Face
Amount and for each increase in Face Amount, Cash Value will first be
considered a part of the initial Face Amount.  If the Cash Value is
greater than the initial Face Amount, the excess Cash Value will then be
considered a part of each increase in order, starting with the first
increase.  If Death Benefit Option B is in effect, the net amount at
risk will be determined separately for the initial Face Amount and for
each increase in Face Amount.  In calculating the cost of insurance
charges, the cost of insurance rate


                               33


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<PAGE>
for a Face Amount is applied to the net amount at risk for that Face
Amount.

Partial withdrawals and decreases in Face Amount will affect the manner
in which the net amount at risk for each rate class is calculated. (See
Policy Benefits-Death Benefit, and Policy Rights-Surrender and Partial
Withdrawals.)

Additional Insurance Benefits. The monthly deduction will include
charges for any additional benefits provided by rider. (See General
Matters-Additional Insurance Benefits.)

             CONTINGENT DEFERRED SALES CHARGE ("CDSC")

During the first ten years after the Issue Date or the effective date of
a Face Amount increase, the Company will impose a CDSC upon surrender or
lapse of the Policy, a requested decrease in Face Amount, or a partial
withdrawal that causes the Face Amount to decrease. The amount of the
charge assessed will depend on a number of factors, including whether
the event is a full surrender or lapse or only a decrease in Face
Amount, the amount of premiums received by the Company, and the Policy
Year in which the surrender or other event takes place.

The Company will assess an additional charge upon a surrender, partial
withdrawal, or requested decrease in Face Amount following each increase
in Face Amount. The additional charge will apply for the first ten
Policy Years following the effective date of the increase in Face Amount
and will depend on factors similar to those affecting the amount of the
basic surrender charge.

The Contingent Deferred Sales Charge compensates the Company for
expenses relating to the distribution of the Policy, including agents'
commissions, advertising, and the printing of the Prospectus and sales
literature.


CALCULATION OF CHARGE.  The Contingent Deferred Sales Charge is
calculated separately for the initial Face Amount and for any increase
in Face Amount. Assuming no increases in Face Amount have yet become
effective, if a Policy is surrendered, the charge will be 24% of
premiums paid during the first Policy Year up to the Target Premium
(described on page 35). The amount of the charge remains level over
the first five Policy Years and then gradually decreases to zero (0) at
the end of 10 policy years (see table on page 35).  If an increase in
Face Amount has gone into effect and the Policy is surrendered within 12
Policy Months after the effective date of increase, the additional charge
associated with the increase will equal 24% of the lesser of premiums
attributed to the increase which are received within l2 Policy Months
of the increase, and the Target Premium for the increase. The charge
applicable to an increase in Face Amount remains level for the first
five Policy Years that the increase is in effect. Thereafter, in each
case, the charge is reduced by a percentage factor until it becomes
zero at the end of ten years, as shown in the table below.


The timing of premium payments may affect the amount of the Contingent
Deferred Sales Charge under a Policy, as the charge is based only on
premiums actually paid in the first Policy Year or in the first l2
Policy months after an increase in Face Amount.

CONTINGENT DEFERRED SALES CHARGE PERCENTAGE TABLE

          IF SURRENDER OR LAPSE        THE FOLLOWING PERCENTAGE
         OCCURS IN THE LAST MONTH      OF THE SURRENDER CHARGE
           OF POLICY YEAR:<F*>          WILL BE PAYABLE:<F**>
         ------------------------      ------------------------

               1 through 5                       100%
                    6                             80%
                    7                             60%
                    8                             40%
                    9                             20%
               10 and later                        0%

[FN]
<F*>For requested increases, years are measured from the effective date
of the increase.
<F**>In addition, the percentages reduce equally for each Policy Month
during the years shown. For example, during the seventh year, the
percentage reduces equally each month from 80% at the end of the sixth
Year to 60% at the end of the seventh Year.

The Target Premium depends upon the Insured's Attained Age (on the Issue
Date or on the effective date of a requested increase), and sex (except
under the Pension Policy and any Policies sold in Montana; (see Unisex
Requirements Under the Pension Policies and Montana Law). The Target
Premium will be fixed and determined on the Issue Date or the effective
date of any requested increase in Face Amount. The Target Premium for
the initial Face Amount or a requested increase in Face Amount is
determined by multiplying (a) the applicable factor per $1,000 of Face
Amount from Appendix B (using the Insured's Attained Age on the Issue
Date or on the effective date of an increase), by (b) the initial Face
Amount or the Face Amount of the increase, and dividing the result by
1,000.


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Because additional premium payments are not required to fund a requested
increase in Face Amount, a special rule applies to determine the amount
of "premiums attributable to the increase."  In general, the premiums
attributable to the increase will equal the sum of a proportionate share
of the Cash Value on the effective date of the increase, before any
deductions are made, plus a proportionate share of premium payments
actually made on or after the effective date of the increase. This means
that, in effect, in calculating the amount of the Contingent Deferred
Sales Charge a portion of the existing Cash Value will be deemed to be a
premium payment for the increase, and subsequent premium payments will
be prorated. The proportion of existing Cash Value and subsequent
premium payments attributable to the increase will equal the ratio of
the Target Premium for the requested increase to the sum of the Target
Premiums for the total Face Amount in effect under the Policy, including
the Target Premium for the requested increase. See Appendix B for a
table of Target Premiums.

CHARGE ASSESSED UPON DECREASES.  Assuming there has been no prior
requested increase in Face Amount, the amount of the Contingent Deferred
Sales Charge deducted upon a decrease in Face Amount will equal a
fraction of the charge that would be deducted if the Policy were
surrendered at that time. The fraction will be determined by dividing
the amount of the decrease by the Policy's Face amount before the
decrease and multiplying the result by the charge.

If there has been a prior increase in Face Amount, the amount of the
charge will depend on whether the initial Face Amount or subsequent
increases in Face Amounts are being decreased, which in turn will depend
on whether the decrease arises from a partial withdrawal or a requested
decrease in Face Amount. (See Policy Benefits-Death Benefit-Change in
Face Amount and Policy Rights-Surrender and Partial Withdrawals.) The
charge deducted will equal the proportionate amount of the Contingent
Deferred Sales Charge for each portion of the Face Amount being
decreased, based on the relationship of the decrease to the applicable
portions of the Face Amount.

REDUCTION OF CHARGES.  The Policy is available for purchase by
individuals, corporations, and other institutions.  For certain
individuals and certain corporate or other group or sponsored
arrangements purchasing one or more Policies, General American may waive
or reduce the amount of the Contingent Deferred Sales Charge, Selection
and Issue Expense Charge, monthly administrative charge, or other charges
where the expenses associated with the sale of the Policy or Policies or
the underwriting or other administrative costs associated with the Policy
or Policies are reduced.

Sales, underwriting, or other administrative expenses may be reduced for
reasons such as expected economies resulting from a corporate purchase
or a group or sponsored arrangement; from the amount of the initial
premium payment or payments; from the amount of projected premium
payments; or from lower Target Premiums. General American will determine
in its discretion if, and in what amount, a reduction is appropriate.
The Company may modify its criteria for qualification for reduction of
charges as experience is gained, subject to the limitation that such
reductions will not be unfairly discriminatory against the interests of
any Owner.

                      SEPARATE ACCOUNT CHARGES

MORTALITY AND EXPENSE RISK CHARGE.  General American will deduct a daily
charge from the Separate Account at the rate of .002319% of the average
net assets of each Division of the Separate Account; which equals an
effective annual rate of .85% of those net assets. This deduction is
guaranteed not to increase while the Policy is in effect. General
American may realize a profit from this charge.

The mortality risk assumed by General American is that Insureds may die
sooner than anticipated and that therefore General American will pay an
aggregate amount of death benefits greater than anticipated. The expense
risk assumed is that expenses incurred in issuing and administering the
Policy will exceed the amounts realized from the administrative charges
assessed against the Policy.


FUND EXPENSES.  The value of the net assets of the Separate Account will
reflect the investment advisory fee and other expenses incurred by the
underlying investment companies.  A summary of the Annual Fund operating
expenses is provided on page 7.  See the prospectuses for the respective
Funds for a description of investment advisory fees and other expenses.


TAXES.  No charges are currently made to the Separate Account for Federal,
state, or local taxes that the Company incurs which may be attributable
to such Separate Account or to the Policy.  The Company may make a
charge for any taxes or economic burden resulting from the application
of the tax laws that it determines to be properly attributable to the
Separate Account or to the Policy.  (See Federal Tax Matters.)


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<PAGE>

                             DIVIDENDS

The Policy is a participating policy which is entitled to a share, if
any, of the divisible surplus of the Company as determined each year and
apportioned to it. This surplus will be distributed as a dividend
payable annually on the January Monthly Anniversary.

Dividends under participating policies may be described as refunds of
premiums which adjust the cost of a policy to the actual level of cost
emerging over time after the issue of the Policies. Both Federal and
state law recognize that dividends are generally considered to be a
refund of a portion of the premium paid and therefore are not treated as
income for Federal or state income tax purposes. However, depending on
the dividend payment option chosen (see below), dividends may have tax
consequences to Owners. Counsel or other competent tax advisors should
be consulted for more complete information.

Dividend illustrations published at the time of issue of a Policy
reflect the actual recent experience of the issuing insurance company
with respect to factors such as interest, mortality, and expenses. State
law generally prohibits a company from projecting or estimating future
results. State law also requires that dividends must be based on
surplus, after setting aside certain necessary amounts, and that such
surplus must be apportioned equitably among participating policies. In
other words, in principle and by statute, dividends must be based on
actual experience and cannot be guaranteed at issue of a Policy.

Each year the Company's actuary analyzes the current and recent past
experience and compares it to the assumptions used in determining the
premium rates at the time of issue. Some of the more important data
studied includes mortality and lapse rates, investment yield in the
General Account, and actual expenses incurred in administering the
Policy. Such data is then allocated to each dividend class, e.g., by
year of issue, age and plan. The actuary then determines what dividends
can be equitably apportioned to each Policy class and makes a
recommendation to the Company's Board of Directors ("the Board"). The
Board, which has the ultimate authority to declare dividends, will vote
the amount of surplus to be apportioned to each Policy class, thereby
authorizing the distribution of the annual dividend.

An Owner may choose one of the following dividend options within 31 days
after a dividend is credited. Dividends will be credited under the
chosen option until the Owner changes it. If the Owner does not choose
an option, the Company will credit the dividend under Option B until such
time as the Owner requests in writing a different option.

OPTION A: CASH.  The amount of the dividend will be paid in cash.

OPTION B: INCREASE CASH VALUE.  The amount of the dividend will be added
to the Policy's Cash Value on the date of the dividend payment. The Cash
Value will increase by the amount of the dividend. The dividend will be
allocated to the General Account and the Divisions of the Separate
Account according to the current allocation of the Net Premium.

OPTION C: PAID-UP ADDITIONS.  The dividend will be used to buy level
paid-up insurance (additional insurance benefits). The Owner may
surrender paid-up additions for their cash value at any time. The cash
value of paid-up additions is the net single premium for such paid-up
additions at the Attained Age of the Insured. This cash value does not
depend on the investment performance of the Separate Account and will
not be less than the dividends used to purchase such paid-up additions.
Paid-up additions, if any, will be paid as part of the death benefit
proceeds, as well as upon lapse (PAGE 23), surrender (PAGE 17), or
Policy maturity (PAGE 20).

OPTION D: DIVIDEND ACCUMULATIONS.  The amount of the dividend will be
left with General American to accumulate at interest. The interest rate
will be determined by General American from time to time. This rate will
never be less than 2.5% a year, compounded annually. General American
will credit interest for full Policy Years only. The Owner may elect to
use dividend accumulations to pay premiums automatically whenever the
Policy's Cash Value is insufficient to pay the monthly deduction. This
election may be made in the application for a Policy or by written
request. The Owner may also withdraw the entire amount or any part of it
in cash at any time, by making a proper written request. Dividend
accumulations, if any, will be paid as part of the death benefit
proceeds, as well as upon lapse, surrender, or Policy maturity.

                        THE GENERAL ACCOUNT

Because of exemptive and exclusionary provisions, interests in the
General Account have not been registered under the Securities Act of
1933, and the General Account has not been registered as an investment
company under the 1940 Act. Accordingly, neither the General Account nor
any interests therein are subject to the provisions of these Acts and,
as a result, the staff of the SEC has not reviewed the disclosure in
this Prospectus relating to



                               36


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<PAGE>

the General Account. The disclosure regarding the General Account may,
however, be subject to certain generally applicable provisions of the
Federal securities laws relating to the accuracy and completeness of
statements made in prospectuses.

                        GENERAL DESCRIPTION

The General Account consists of all assets owned by General American
other than those in the Separate Account and other separate accounts.
Subject to applicable law, General American has sole discretion over the
investment of the assets of the General Account.

An Owner may elect to allocate Net Premiums to the General Account, the
Separate Account, or both. The Owner may also transfer Cash Value from
the Divisions of the Separate Account to the General Account, or from
the General Account to the Divisions of the Separate Account. The
allocation or transfer of funds to the General Account does not entitle
an Owner to share in the investment experience of the General Account.
Instead, General American guarantees that Cash Value in the General
Account will accrue interest at a rate of at least 5%, compounded
annually, independent of the actual investment experience of the General
Account.

The Loan Account is part of the General Account.

                             THE POLICY

This Prospectus describes a flexible premium variable life insurance
policy. This Prospectus is generally intended to serve as a disclosure
document only for the aspects of the Policy relating to the Separate
Account. For complete details regarding the General Account, see the
Policy itself.

                      GENERAL ACCOUNT BENEFITS

If the Owner allocates all Net Premiums only to the General Account and
makes no transfers, partial withdrawals, or Policy Loans, the entire
investment risk will be borne by General American, and General American
guarantees that it will pay at least a minimum specified death benefit.
The Owner may select either death benefit Option A or Death Benefit
Option B under the Policy and may change the Policy's Face Amount
subject to satisfactory evidence of insurability.

                     GENERAL ACCOUNT CASH VALUE

Net Premiums allocated to the General Account are credited to the Cash
Value. General American bears the full investment risk for these amounts
and guarantees that interest will be credited to each Owner's Cash Value
in the General Account at a rate of not less than 5% per year, compounded
annually. General American may, AT ITS SOLE DISCRETION, credit a higher
rate of interest, although it is not obligated to credit interest in excess
of 5% per year, and might not do so. ANY INTEREST CREDITED ON THE POLICY'S
CASH VALUE IN THE GENERAL ACCOUNT IN EXCESS OF THE GUARANTEED MINIMUM RATE
OF 5% PER YEAR WILL BE DETERMINED IN THE SOLE DISCRETION OF GENERAL
AMERICAN. THE POLICY OWNER ASSUMES THE RISK THAT INTEREST CREDITED MAY NOT
EXCEED THE GUARANTEED MINIMUM RATE OF 5% PER YEAR. If excess interest is
credited, a different rate of interest may be applied to the Cash Value in
the Loan Account. The value in the General Account will be calculated on
each Monthly Anniversary of the Policy.

General American guarantees that, on each Valuation Date, the Cash Value
in the General Account will be the amount of the Net Premiums allocated
or Cash Value transferred to the General Account, plus interest at the
rate of 5% per year, plus any excess interest which General American
credits and any amounts transferred into the General Account, less the
sum of all Policy charges allocable to the General Account and any
amounts deducted from the General Account in connection with partial
withdrawals, surrender charges or transfers to the Separate Account.

             TRANSFERS, SURRENDERS, PARTIAL WITHDRAWALS
                          AND POLICY LOANS

After the first Policy Year and prior to the Maturity Date, a portion of
Cash Value may be withdrawn from the General Account or transferred from
the General Account to the Separate Account. A maximum total of four
partial withdrawals and transfers from the General Account is permitted
in a Policy Year. A partial withdrawal, net of any applicable surrender
charges, and any transfer must be at least $500 or, the Policy's entire
Cash Value in the General Account if less than $500. No amount may be
withdrawn from the General Account that would result in there being
insufficient Cash Value to meet any surrender charges that would be
payable immediately following the withdrawal upon the surrender of the
remaining Cash Value of the Policy. The total amount of transfers and
withdrawals in a Policy Year cannot exceed 15% of a Policy's Cash Value
in the General Account at the beginning of the


                               37


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<PAGE>

Policy Year (net of any applicable surrender charge) (not to exceed the
total Cash Surrender Value of the Policy).

Policy loans may also be made from the Policy's Cash Value in the
General Account.

Loans and withdrawals from the General Account may have Federal income
tax consequences.  (See Federal Tax Matters.)

No transfer charge currently is imposed on transfers to and from the
General Account. However, such a charge may be imposed in the future.
General American may revoke or modify the privilege of transferring
amounts from the General Account at any time. Partial withdrawals will
result in the imposition of the applicable surrender charges.

Transfers, surrenders, and partial withdrawals payable from the General
Account and the payment of Policy Loans allocated to the General Account
may, subject to certain restrictions, be delayed for up to six months.
However, if payment is deferred for 30 days or more, General American
will pay interest at the rate of 2.5% per year for the period of the
deferment.

                          GENERAL MATTERS

                 POSTPONEMENT OF PAYMENTS FROM THE
                          SEPARATE ACCOUNT

The Company usually pays amounts payable on partial withdrawal,
surrender, or Policy Loans allocated to the Separate Account Divisions
within seven days after written notice is received. Payment of any
amount payable from the Divisions of the Separate Account upon
surrender, partial withdrawals, death of Insured, or the Maturity Date,
as well as payments of a Policy Loan and transfers, may be postponed
whenever: (i) the New York Exchange is closed (other than customary
weekend and holiday closings) or trading on the New York Stock Exchange
is restricted as determined by the SEC; (ii) the SEC by order permits
postponement for the protection of Owners; or (iii) an emergency exists,
as determined by the SEC, as a result of which disposal of securities is
not reasonably practicable or it is not reasonably practicable to
determine the value of the Separate Account's net assets. The Company
may defer payment of the portion of any Policy Loan from the General
Account for not more than six months.

Payments under the Policy of any amounts derived from premiums paid by
check may be delayed until as the check has cleared the bank upon which
it is drawn.

                            THE CONTRACT

The Policy, the attached application, any riders, endorsements, any
application for an increase in Face Amount, and any application for
reinstatement constitute the entire contract. All statements made by
the Insured in the application and any supplemental applications can
be used to contest a claim or the validity of the Policy. Any change
to the Policy must be in writing and approved by the President, a Vice
President, or the Secretary of the Company. No agent has the authority
to alter or modify any of the terms, conditions, or agreements of the
Policy or to waive any of its provisions.

                         CONTROL OF POLICY

The Insured is the Owner of the Policy unless another person is shown as
the Owner in the application. Ownership may be changed, however, as
described below. The Owner is entitled to all rights provided by the
Policy, prior to its Maturity Date. Any person whose rights of ownership
depend upon some future event does not possess any present rights of
ownership. If there is more than one Owner at a given time, all Owners
must exercise the rights of ownership. If the Owner dies, and the Owner
is not the Insured, the Owner's interest in the Policy becomes the
property of his or her estate unless otherwise provided. Unless
otherwise provided, the Policy is jointly owned by all Owners named in
the Policy or by the survivors of those joint Owners.  Unless otherwise
stated in the Policy, the final Owner is the estate of the last joint
Owner to die.  The Company may rely on the written request of any
trustee of a trust which is the Owner of the Policy, and the Company is
not responsible for the proper administration of any such trust.

                            BENEFICIARY

The Beneficiary(ies) is (are) the person(s) specified in the application
or by later designation. Unless otherwise stated in the Policy, the
Beneficiary has no rights in a Policy before the death of the Insured.
If there is more than one Beneficiary at the death of the Insured, each
Beneficiary will receive equal payments unless otherwise provided by the
Owner. Under the Standard Policy, if no Beneficiary is living at the
death of the Insured, the proceeds will be payable to the Owner or, if
the Owner is not living, to the Owner's estate. Under the Pension
Policy, if no Beneficiary is living at the death of the Insured, the
proceeds will be payable to the Insured's estate.


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<PAGE>


The Company permits the designation of various types of trusts as
Beneficiary(ies), including trusts for minor beneficiaries, trusts under
a will, and trusts under a separate written agreement.  An Owner is also
permitted to designate several types of beneficiaries, including
business beneficiaries.

                   CHANGE OF OWNER OR BENEFICIARY

The Owner may change the ownership and Beneficiary designation by
written request in a form acceptable to the Company at any time during
the Insured's lifetime subject to any restrictions stated in the Policy
and this Prospectus. The Company may require that the Policy be returned
for endorsement of any change. If acceptable to us, the change will take
effect as of the date the request is signed, whether or not the Insured
is living when the request is received at the Company's Home Office. The
Company is not liable for any payment made or action taken before the
Company received the written request for change. If the Owner is also a
Beneficiary of the Policy at the time of the Insured's death, the Owner
may, within sixty days of the Insured's death, designate another person
to receive the Policy Proceeds. Any change will be subject to any
assignment of the Policy or any other legal restrictions.

                           POLICY CHANGES

The Company reserves the right to limit the number of changes to a
Policy to one per Policy Year and to restrict changes in the first
Policy Year. Currently, only one change is permitted during any Policy
Year and no change may be made during the first Policy Year. For this
purpose, changes include increases or decreases in Face Amount and
changes in the death benefit option. No change will be permitted if, as
a result, the Policy would fail to satisfy the definition of life
insurance in section 7702 of the Internal Revenue Code or any applicable
successor provision.

                      CONFORMITY WITH STATUTES

If any provision in a Policy is in conflict with the laws of the state
governing the Policy, the provision will be deemed to be amended to
conform to such laws. In addition, the Company reserves the right to
change the Policy if it determines that a change is necessary to cause
this Policy to comply with, or give the Owner the benefit of, any
Federal or state statute, rule, or regulation, including, but not
limited to requirements of the Internal Revenue Code, or its regulations
or published rulings.

                        CLAIMS OF CREDITORS

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

                          INCONTESTABILITY

The Policy is incontestable after it has been in force for two years
from the Issue Date during the lifetime of the Insured. An increase
in Face Amount and an addition of a rider after the Issue Date are
incontestable after such increase or addition has been in force for
two years from its effective date during the lifetime of the Insured.
Any reinstatement of a Policy is incontestable, only after it has been
in force during the lifetime of the Insured for two years after the
effective date of the reinstatement.

                             ASSIGNMENT

The Company will be bound by an assignment of a Policy only if: (a) the
assignment is in writing; (b) the original assignment instrument or a
certified copy thereof is filed with the Company at its Home Office; and
(c) the Company returns an acknowledged copy of the assignment
instrument to the Owner. The Company is not responsible for determining
the validity of any assignment. Payment of Policy Proceeds is subject to
the rights of any assignee of record. If a claim is based on an
assignment, the Company may require proof of the interest of the
claimant. A valid assignment will take precedence over the claim of any
Beneficiary.

                              SUICIDE

Suicide within two years of the Issue Date is not covered by the Policy.
If the Insured dies by suicide, while sane or insane, within two years
from the Issue Date (or within the maximum period permitted by the laws
of the state in which the Policy was delivered, if less than two years),
the amount payable will be limited to premiums paid, less any partial
withdrawals and any outstanding Indebtedness. Subject to certain
limitations, if the Insured dies by suicide, while sane or insane,
within two years after the effective date of any increase in Face
Amount, the death benefit for that increase will be limited to the
amount of the monthly deductions for the increase.

If the Insured is a Missouri citizen when the Policy is issued, this
provision does not apply on the Issue Date of the Policy, or on the
effective date of any increase in Face Amount, unless the Insured
intended suicide when the Policy, or the increase in Face Amount, was
applied for.

                               39


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<PAGE>

             MISSTATEMENT OF AGE OR SEX AND CORRECTIONS

If the age or sex (except under the Pension Policy or any Policies sold
in Montana, as discussed in Unisex Requirements Under the Pension
Policies and Montana Law) of the Insured has been misstated in the
application, the amount of the death benefit will be that which the most
recent cost of insurance charge would have purchased for the correct age
and sex.

Any payment or Policy changes made by the Company in good faith, relying
on its records or evidence supplied with respect to such payment, will
fully discharge the Company's duty. The Company reserves the right to
correct any errors in the Policy.

                       CHANGE IN RATE CLASS

Sixty days prior to the Policy Anniversary on which the Insured attains
age 20, a letter will be sent to the Owner notifying the Owner of the
opportunity to apply for a change in the Insured's Rate Class from
Smoker to Non-Smoker. If the Owner does not apply for a Rate Class
change, the Rate Class will remain Smoker.

                   ADDITIONAL INSURANCE BENEFITS

Subject to certain requirements, one or more of the following additional
insurance benefits may be added to a Policy by rider. The descriptions
below are intended to be general; the terms of the Policy riders
providing the additional benefits may vary from state to state, and the
Policy should be consulted. Many, but not all, of these additional
insurance benefits require additional charges. The cost of any
additional insurance benefits which require additional charges will be
deducted as part of the monthly deduction from the Policy's Cash Value.
(See Charges and Deductions-Monthly Deduction.) Certain restrictions may
apply and are described in the applicable rider.  An insurance agent
authorized to sell the Policy can describe these extra benefits further.
Samples of the provisions are available from General American upon
written request.

WAIVER OF MONTHLY DEDUCTIONS RIDER.  Provides for the waiver of the
monthly deduction while the insured is totally disabled, subject to
certain limitations described in the rider. The Insured must have become
disabled after age 5 and before age 65.

WAIVER OF SPECIFIED PREMIUM RIDER.  Provides for the crediting the
Policy's Cash Value with a specified monthly premium while the Insured
is totally disabled. The monthly premium selected at issue is not
guaranteed to keep the policy in force. The Insured must have become
disabled after age 5 and before age 65.

ACCIDENTAL DEATH BENEFIT RIDER.  Provides additional insurance if the
Insured's death results from accidental bodily injury, as defined in the
rider. Under the terms of the rider, the additional benefits provided in
the Policy will be paid upon receipt of proof by the Company that death:
resulted directly from accidental bodily injury and independently of all
other causes; occurred within 120 days from the date of injury; and
occurred on or after the Policy Anniversary nearest the Insured age 0
and before age 70.

CHILDREN'S LIFE INSURANCE RIDER.  Provides for term insurance on the
Insured's children, as defined in the rider. Under the terms of the
rider, the death benefit will be payable to the named Beneficiary upon
the death of any insured child. Upon receipt of proof of the Insured's
death before the rider terminates insurance on the life of any insured
child will continue without further premium payments..

GUARANTEED OPTION TO INCREASE THE FACE AMOUNT RIDER.  Provides that the
Owner can purchase additional insurance under an existing Policy at
certain future dates without evidence of insurability.

ADDITIONAL INSURED FAMILY TERM RIDER.  Provides for term life insurance
on an Additional Insured. An Additional Insured must be an immediate
family member (spouse or child) of the Insured. A rider is issued for
each additional family member individually. Under the terms of the
rider, the death benefit will be payable to the named Beneficiary upon
the death of the Additional Insured.

                        RECORDS AND REPORTS

The Company will maintain all records relating to the Separate Account
and will mail to the Owner once each Policy Year, at the last known
address of record, a report which shows the current Policy values,
premiums paid, deductions made since the last report, and any
outstanding Policy Loans. The Owner will also be sent a periodic report
of each Fund. Receipt of premium payments, transfers, partial withdrawals,
Policy Loans, loan repayments, changes in death benefit options, increases
or decreases in Face Amount, surrenders and reinstatements will be confirmed
promptly following each transaction.

An Owner may request in writing a projection of illustrated future Cash
Surrender Values and death benefits. This projection will be furnished
by the

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Company for a nominal fee which will not exceed $25.

                    DISTRIBUTION OF THE POLICIES

The Policies will be sold by individuals who, in addition to being
licensed as life insurance agents for the Company, are also registered
representatives of Walnut Street Securities, Inc. ("Walnut Street"'),
the principal underwriter of the Policies, or of broker-dealers who have
entered into written sales agreements with Walnut Street. Walnut Street
was incorporated under the laws of Missouri in 1984 and is a wholly-
owned subsidiary of General American Holding Company, which is, in turn,
a wholly-owned subsidiary of the Company. Walnut Street is registered
with the SEC under the Securities Exchange Act of 1934 as a broker-
dealer and is a member of the National Association of Securities
Dealers, Inc. No director or officer of Walnut Street owns any units in
the Separate Account.

Walnut Street receives no administrative fees, management fees, or other
fee income from sales of the Policies.


Writing agents will receive commissions based on a commission schedule
and rules. Currently, agent first year commissions can equal up to 40%
of the Target Premium and either 2.5% or 4% of the excess first year
premium, depending on the sales contract. In renewal years, the agent
commissions equal 2.5% or 3.0% of premium paid. For years 2 through 20,
a commission of .38% or .31% of the average monthly Cash Value for each
Policy Year is paid. In addition, bonuses based on first-year
commissions may be earned during years 2 through 10 if an agent is
covered by a contract under which the lower percent of premium
commissions are paid. In addition, the Company, general agent, and writing
agent may enter into agreements that compensate the writing agent for basic
expenses, renewal overrides, and incentive bonuses. These are maximum
commissions, and reductions may be possible under the circumstances outlined
in the section entitled "Reduction of Contingent Deferred Sales Charge For
Group or Sponsored Arrangements". General Agents receive compensation which
may be based in part on the level of agent commissions in their agencies. The
general agent commission schedules and rules differ for different types of
agency contracts.


                        FEDERAL TAX MATTERS

                           INTRODUCTION

The following summary provides a general description of the Federal
income tax considerations associated with the Policy and does not
purport to be complete or to cover all situations. This discussion is
not intended as tax advice. Counsel or other competent tax advisors
should be consulted for more complete information. This discussion is
based upon General American's understanding of the present Federal
income tax laws as they are currently interpreted by the Internal
Revenue Service. No representation is made as to the likelihood of
continuation of the present Federal income tax laws or of the current
interpretations by the Internal Revenue Service.

                      TAX STATUS OF THE POLICY

Section 7702 of the Internal Revenue Code of 1986, as amended ("the
Code") includes a definition of a life insurance contract for Federal
tax purposes. The Secretary of the Treasury ("the Treasury") issued
proposed regulations which specify what will be considered reasonable
mortality charges under Section 7702. Guidance as to how Section 7702
is to be applied is, however, limited. If a Policy were determined not
to be a life insurance contract for purposes of Section 7702, such
Policy would not provide most of the tax advantages normally provided
by a life insurance policy.

With respect to a Policy issued on a basis of a standard premium class
or on a guaranteed or simplified issue basis, while there is some
uncertainty due to the limited guidance under Section 7702, the Company
believes that such a Policy should meet the Section 7702 definition of a
life insurance contract. However, with respect to a Policy issued on a
substandard basis (i.e., a premium class involving higher than standard
mortality risk), it is not clear whether such a Policy would satisfy
Section 7702, particularly if the Owner pays the full amount of premiums
permitted under the Policy.

If it is subsequently determined that a Policy does not satisfy Section
7702, the Company will take whatever steps are appropriate and necessary
to attempt to cause such a Policy to comply with Section 7702, including
possibly refunding any premiums paid that exceed the limitations
allowable under Section 7702, including possibly refunding any premiums
paid that exceed the limitations allowable under Section 7702.
(together with interest or other earnings on any such premiums refunded
as required by law). For these

                               41


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<PAGE>

reasons, the Company reserves the right to modify the Policy as
necessary to attempt to qualify it as a life insurance contract under
Section 7702.

Section 817(h) of the Code authorizes the Treasury to set standards by
regulation or otherwise for the investments of the Separate Account to
be "adequately diversified" in order for the Policy to be treated as a
life insurance contract for Federal tax purposes. The Separate Account,
intends to comply with the diversification requirements prescribed by
the Treasury in Regulation Section 1.817-5, which affect how assets may
be invested. Although General American does not control the Funds,
it has entered into agreements, which require these investment companies
to be operated in compliance with the requirements prescribed by the Treasury.

The IRS has stated in published rulings that a variable contract owner
will be considered the owner of separate account assets, for federal
income tax purposes, if the contract owner possesses incidents of
ownership in those assets, such as the ability to exercise investment
control over the assets.  If that were to be determined to be the case,
income and gains from the separate account assets would be includible in
the variable contract owner's gross income.  The Treasury Department has
also announced, in connection with the issuance of regulations
concerning diversification, that those regulations "do not provide
guidance concerning the circumstances in which investor control of the
investments of a segregated asset account may cause the investor (i.e.,
the Owner), 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
subaccounts without being treated as owners of the underlying assets."

The ownership rights under the Policy are different in certain respects
from those described by the IRS in rulings in which it was determined
that policy owners were not owners of separate account assets.  For
example, the Owner has additional flexibility in allocating Premium
payments and Policy Values.  These differences could result in an Owner
being treated as the owner of a pro rata portion of the assets of the
Separate Account.  In addition, the Company does not know what standards
will be set forth, if any, in the regulations or rulings which the
Treasury Department has stated it expects to issue.  The Company
therefore reserves the right to modify the Policy as necessary to
attempt to prevent an Owner from being considered the owner of a pro
rata share of the assets of the Separate Account.

The following discussion assumes that the Policy will qualify as a life
insurance contract for Federal income tax purposes.

(1) TAX TREATMENT OF POLICY BENEFITS.  In general, the Company believes
that the proceeds and Cash Value increases of a Policy should be treated
in a manner consistent with a fixed-benefit life insurance policy for
Federal income tax purposes. Thus, the death benefit under the Policy
should be excludable from the gross income of the Beneficiary under
Section 101(a)(1) of the Code, unless a transfer for value (generally a
sale of the policy) has occurred.

Many changes or transactions involving a Policy may have tax
consequences, depending on the circumstances. Such changes include, but
are not limited to, the exchange of the Policy, a change of the Policy's
Face Amount, a Policy Loan, an additional premium payment, a Policy
lapse with an outstanding Policy Loan, a partial withdrawal, or a
surrender of the Policy. In addition, Federal estate and state and local
estate, inheritance, and other tax consequences of ownership or receipt
of Policy proceeds depend upon the circumstances of each Owner or Beneficiary.
A competent tax advisor should be consulted for further information.

A Policy may also be used in various arrangements, including non-
qualified deferred compensation or salary continuation plans, split
dollar insurance plans, executive bonus plans, retiree medical benefit
plans and others.  The tax consequences of such plans may vary depending
on the particular facts and circumstances of each individual
arrangement.  Therefore, if you are contemplating the use of a Policy in
any arrangement the value of which depends in part on its tax
consequences, you should be sure to consult a qualified tax advisor
regarding the tax attributes of the particular arrangement.

Generally, the Owner will not be deemed to be in constructive receipt of
the Cash Value, including increments thereof, under the Policy until
there is a distribution. The tax consequences of distributions from, and
Policy Loans taken from or secured by, a Policy depend on whether the
Policy is classified as a "modified endowment contract". However, upon a
complete surrender or lapse of any Policy, or when benefits are paid at
such a Policy's maturity date, if the amount received plus the amount of
outstanding Indebtedness exceeds the total investment in the Policy, the
excess will generally be treated as ordinary income subject to tax.



                               42


<PAGE>
<PAGE>

(2)  MODIFIED ENDOWMENT CONTRACTS.  A policy may be treated as a
modified endowment contract depending upon the amount of premiums paid
in relation to the death benefit provided under such Policy. The premium
limitation rules for determining whether a Policy is a modified
endowment contract are extremely complex. In general, however, a Policy
will be a modified endowment contract if the accumulated premiums paid
at any time during the first seven Policy Years exceed the sum of the
net level premiums which would have been paid on or before such time if
the Policy provided for paid-up future benefits after the payment of
seven level annual premiums.

In addition, if a Policy is "materially changed," it may cause such
Policy to be treated as a modified endowment contract. The material
change rules for determining whether a Policy is a modified endowment
contract are also extremely complex. In general, however, the
determination of whether a Policy will be a modified endowment contract
after a material change generally depends upon the relationship among
the death benefit at the time of such change, the Cash Value at the time
of the change and the additional premiums paid in the seven Policy Years
starting with the date on which the material change occurs.

Moreover, a life insurance contract received in exchange for a life
insurance contract classified as a modified endowment contract will also
be treated as a modified endowment contract.  A reduction in a Policy's
benefits may also cause such Policy to become a modified endowment
contract.

Due to the Policy's flexibility, classification of a Policy as a
modified endowment contract will depend upon the circumstances of each
Policy. The Company has, however, adopted administrative steps designed
to protect an Owner against the possibility that the Policy might become
a modified endowment contract. The Company believes the safeguards are
adequate for most situations, but it cannot provide complete assurance
that a Policy will not be classified as a modified endowment contract.
At the time a premium is credited which would cause the Policy to become
a modified endowment contract, the Company will notify the Owner that
unless a refund of the excess premium is requested by the Owner, the
Policy will become a modified endowment contract. The Owner will have 30
days after receiving such notification to request the refund. The excess
premium paid will be returned to the Owner upon receipt by the Company
of the refund request. The amount to be refunded will be deducted from
the Policy Cash Value in the Divisions of the Separate Account and in
the General Account in the same proportion as the premium payment was
allocated to such Divisions.

Accordingly, a prospective Owner should contact a competent tax advisor
before purchasing a Policy to determine the circumstances under which
the Policy would be a modified endowment contract. In addition, an Owner
should contact a competent tax advisor before paying any additional
premiums or making any other change to, including an exchange of, a
Policy to determine whether such premium or change would cause the
Policy (or the new Policy in the case of an exchange) to be treated as a
modified endowment contract.

(3)  DISTRIBUTIONS FROM POLICIES CLASSIFIED AS MODIFIED ENDOWMENT
CONTRACT.  Policies classified as modified endowment contracts will be
subject to the following tax rules: First, all distributions, including
distributions upon surrender and benefits paid at maturity, from such a
Policy are treated as ordinary income subject to tax up to the amount
equal to the excess (if any) of the Cash Value immediately before the
distribution over the investment in the Policy (described below) at such
time. Second, Policy Loans taken from, or secured by, such a Policy, as
well as due but unpaid interest thereon, are treated as distributions
from such a Policy and taxed accordingly. Third, a 10 % additional income
tax is imposed on the portion of any distribution from, or Policy Loan
taken from or secured by, such a Policy that (a) is included in income,
except where the distribution or Policy Loan is made on or after the
Owner attains age 59 1/2, (b) is attributable to the Owner's becoming
disabled, or (c) is part of a series of substantially equal periodic
payments for the life (or life expectancy) of the Owner or the joint
lives (or joint life expectancies) of the Owner and the Owner's
Beneficiary.

(4)  DISTRIBUTIONS FROM POLICIES NOT CLASSIFIED AS MODIFIED ENDOWMENT
CONTRACT.  Distributions from  Policies not classified as a modified
endowment contract are generally treated as first recovering the
investment in Policy (described on PAGE 37) and then, only after the
return of all such investment in the Policy, as distributing taxable
income. An exception to this general rule occurs in the case of a
decrease in the Policy's death benefit (possibly including a partial
withdrawal) or any other change that reduces benefits under the Policy
in the first 15 years after the Policy is issued and that results in
cash distribution to the Owner in order for the Policy to continue
complying with the Section 7702 definitional limits. Such a cash
distribution will be taxed in whole or in part as



                               43


<PAGE>
<PAGE>

ordinary income (to the extent of any gain in the Policy) under rules
prescribed in Section 7702.

Policy Loans from, or secured by, a Policy that is not a modified
endowment contract are not treated as distributions. Instead. such loans
are treated as indebtedness of the Owner.

Upon a complete surrender or lapse of a Policy that is not a modified
endowment contract, or when benefits are paid at such a Policy's
maturity date, if the amount received plus the amount of indebtedness
exceeds the total investment in the Policy, the excess will generally be
treated as ordinary income subject to tax.

Neither distributions (including distributions upon surrender or lapse)
nor Policy Loans from, or secured by. a Policy that is not a modified
endowment contract are subject to the 10% additional income tax.

If a Policy which is not a modified endowment contract subsequently
becomes a modified endowment contract, then any distribution made from
the Policy within two years prior to the date of such change in status
may become taxable.

(5)  POLICY LOAN INTEREST.  Generally, interest paid on any loan under a
life insurance Policy owned by an individual is not deductible.  In
addition, interest on any loan under a life insurance Policy owned by a
business taxpayer on the life of any individual who is an officer of or
is financially interested in the business carried on by that taxpayer is
deductible only under certain very limited circumstances.  AN OWNER
SHOULD CONSULT A COMPETENT TAX ADVISOR BEFORE DEDUCTING ANY LOAN
INTEREST.

(6)  INTEREST EXPENSE ON UNRELATED INDEBTEDNESS.  Under provisions added
to the Code in 1997 for policies issued after June 8, 1997, if a
business taxpayer owns or is the beneficiary of a Policy on the life of
any individual who is not an officer, director, employee, or 20 percent
owner of the business, and the taxpayer also has debt unrelated to the
Policy, a portion of the taxpayer's unrelated interest expense
deductions may be lost.  No business taxpayer should purchase, exchange,
or increase the death benefit under a Policy on the life of any
individual who is not an officer, director, employee, or 20 percent
owner of the business without first consulting a competent tax Advisor.


(7)  INVESTMENT IN THE POLICY.  Investment in the Policy means (i) the
aggregate amount of any premiums or other consideration paid for a
Policy, minus (ii) the aggregate amount received under the Policy which
is excluded from gross income of the Owner (except that the amount of
any Policy Loan from, or secured by, a Policy that is a modified endowment
contract, to the extent such amount is excluded from gross income, will be
disregarded), plus (iii) the amount of any Policy Loan from, or secured by,
a Policy that is a modified endowment contract to the extent that such
amount is included in the gross income of the Owner.

(8)  MULTIPLE POLICIES.  All modified endowment contracts that are
issued by the Company (or its affiliates) to the same Owner during any
calendar year are treated as one modified endowment contract for
purposes of determining the amount includible in gross income under
Section 72(e) of the Code.

(9)  POSSIBLE CHARGE FOR TAXES.  At the present time, the Company makes
no charge to the Separate Account for any Federal, state, or local taxes
(as opposed to Premium Tax Charges which are deducted from premium
payments) that it incurs which may be attributable to such Separate
Account or to the Policies.  The Company, however, reserves the right in
the future to make a charge for any such tax or other economic burden
resulting from the application of the tax laws that it determines to be
properly attributable to the Separate Account or to the Policies.

    UNISEX REQUIREMENTS UNDER THE PENSION POLICIES AND MONTANA LAW

In 1983 the Supreme Court held in Arizona Governing Committee v. Norris
that optional annuity benefits provided under an employer'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. Accordingly, the
Pension Policies described in this Prospectus will provide guaranteed
cost of insurance rates and guaranteed purchase rates for certain
settlement options that do not differentiate on the basis of sex.

In addition, the State of Montana generally prohibits the use of
actuarial tables that distinguish between men and women in determining
premiums and policy benefits for policies issued on the lives of their
residents. Therefore, all Policies offered by this Prospectus to insure
residents of Montana will have premiums and benefits which are based on
actuarial tables that do not differentiate on the basis of sex.


                               44



<PAGE>
<PAGE>

            SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS

General American holds the assets of the Separate Account in a custodial
account in its name at the Bank of New York. The Company maintains
records of all purchases and redemptions of applicable Fund shares by
each of the Divisions. Additional protection for the assets of the
Separate Account is afforded by a blanket fidelity bond issued by
Lloyd's Underwriters in the amount of five million dollars, covering all
officers and employees of the Company who have access to the assets of
the Separate Account.

                           VOTING RIGHTS

Based on its understanding of current applicable legal requirements, the
Company will vote the shares of the Funds held in the Separate Account
at regular and special shareholder meetings of the mutual funds in
accordance with the instructions received from persons having voting
interests in the corresponding Divisions of the Separate 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 the
Company determines that it is permitted to vote shares of the Funds in
its own right, it may elect to do so.  No voting privileges apply to the
Policies  with respect to Cash Value removed from the Separate Account
as a result of a Policy Loan.

The number of votes which an Owner has the right to instruct will be
calculated separately for each Division.  Voting rights reflect the
dollar value of the total number of units of each Division of the
Separate Account credited to the Owner at the record date, rather than
the number of units alone.  Fractional shares will be counted.  The
number of votes of the Fund which the Owner has the right to instruct
will be determined as of the date coincident with the date established
by that Fund for determining shareholders eligible.  Voting instructions
will be solicited by written communications prior to such meeting in
accordance with procedures established by the mutual funds.

The Company will vote the shares of a Fund for which no timely
instructions are received in proportion to the voting instructions which
are received with respect to that Fund.  The Company will also vote any
shares of the Funds which it owns and which are not attributable to
Policies in the same proportion.

Each person having a voting interest in a Division will receive proxy
material, reports, and other materials relating to the appropriate Fund.

DISREGARD OF VOTING INSTRUCTIONS.  The Company may, when required by
state insurance regulatory authorities, disregard voting instructions if
the instructions require that the shares be voted so as to cause a
change in the subclassification or investment objective of the Fund or
to approve or disapprove an investment advisory contract for a Fund.  In
addition, the Company itself may disregard voting instructions in favor
of changes initiated by an Owner in the investment policy or the
investment advisor or sub-advisor of a Fund if the Company reasonably
disapproves of such changes.  A proposed change would be disapproved
only if the proposed change is contrary to state law or prohibited by
state regulatory authorities, or the Company determined that the change
would have an adverse effect on its General Account in that the proposed
investment policy for a Fund may result in overly speculative or unsound
investments.  If the Company disregards voting instructions, a summary
of that action and the reasons for such action will be included in the
next annual report to Owners.

                  STATE REGULATION OF THE COMPANY

The Company, a stock life insurance company organized under the laws of
Missouri, and the Separate Account are subject to regulation by the
Missouri Department of Insurance. An annual statement is filed with the
Director of Insurance on or before March 1st of each year covering the
operations and reporting on the financial condition of the Company as of
December 31 of the preceding year. Periodically, the Director of
Insurance examines the liabilities and reserves of the Company and the
Separate Account and certifies their adequacy, and a full examination of
the Company's operations is conducted by the National Association of
Insurance Commissioners at least once every three years.

In addition, the Company is subject to the insurance laws and
regulations of other states within which it is licensed or may become
licensed to operate. Generally, the insurance departments of other
states apply the laws of the state of domicile in determining
permissible investments.

                               45



<PAGE>
<PAGE>

<TABLE>
                           MANAGEMENT OF THE COMPANY


<CAPTION>
                                                   PRINCIPAL OCCUPATION(S)
          NAME                                    DURING PAST FIVE YEARS<F*>
          ----                                    --------------------------
<C>                              <S>

PRINCIPAL OFFICERS<F**>
- -----------------------

Richard A. Liddy                 Chairman and CEO, 2/2000-present. Formerly Chairman, President
                                 and CEO, 1/95-present; Chairman of the Executive Committee,
                                 5/92-present.  Formerly President and CEO, 5/92-1/95; President
                                 and Chief Operating Officer, 5/88-5/92.

Robert J. Banstetter, Sr.        Vice President, General Counsel and Secretary, 2/91-present.
                                 Formerly Vice President and General Counsel, 1/83-2/91.

John W. Barber                   Vice President, 2/2000-present. Formerly Vice President and
                                 Controller, 12/84-2/2000.

Barry C. Cooper                  Vice President and Controller, 2/2000-present.

Kevin C. Eichner                 President, 2/2000-present. Formerly Executive Vice President
                                 of General American, President and Chairman of GenMark, Chairman
                                 of Walnut Street Securities, 10/97-Present.  President and CEO,
                                 Collaborative Strategies, 1983-Present.

E. Thomas Hughes                 Corporate Actuary and Treasurer, 10/94-present.  Formerly
                                 Executive Vice President-Group Pensions, 3/90-10/94

Warren J. Winer                  Executive Vice President-Group Life and Health, 8/95-present.
                                 Formerly Managing Director, William M. Mercer, Inc., 7/93-8/95;
                                 President and Chief Operating Officer, W. F. Corroon,
                                 1986-7/93.

Bernard H. Wolzenski             Executive Vice President-Individual Insurance, 10/91-present.
                                 Formerly Vice President-Life Product Management, 5/86-10/91.

A. Greig Woodring                President and Chief Executive Officer, Reinsurance Group of
                                 America, 12/92-present.  Executive Vice President-Reinsurance,
                                 3/90-present.

<FN>
<F*>  All positions listed are with General American unless otherwise
      indicated.
<F**> The principal business address of Messrs. Banstetter, Cooper, Hughes, and
      Liddy is General American Life Insurance Company, 700 Market Street,
      St. Louis, Missouri 63101.  The principal business address for
      Messrs. Barber, Winer and Wolzenski is 13045 Tesson Ferry Road,
      St. Louis, Missouri 63128.  The principal business address for
      Mr. Woodring is 1370 Timberlake Manor Parkway, Chesterfield, MO
      63017.  The principal business address for Mr. Eichner is 670 Mason
      Ridge Center Drive, Suite 100, St. Louis, Missouri 63141.

                               46

<PAGE>
<PAGE>

<CAPTION>
                                                   PRINCIPAL OCCUPATION (S)
          NAME                                    DURING PAST FIVE YEARS<F*>
          ----                                    --------------------------
<C>                                    <S>

DIRECTORS
- ---------

August A. Busch III                    Chairman of the Board and President, Anheuser-Busch
Companies, Inc.                        (beer business).
Anheuser-Busch Companies, Inc.
One Busch Place
St. Louis, Missouri 63118

William E. Cornelius                   Retired Chairman and Chief Executive Officer, Union
Union Electric Company                 Electric Company (electric utility business). Prior to
P.O. Box 149                           1993, Chairman and Chief Executive Officer.
St. Louis, Missouri 63166

John C. Danforth                       Partner.  Formerly, U. S. Senator, State of Missouri.
Bryan Cave
One Metropolitan Square, Suite 3600
St. Louis, Missouri 63102

Bernard A. Edison                      Past President, Edison Brothers Stores, Inc. (retail
Edison Brothers Stores, Inc.           specialty stores).
P.O. Box 14020
St. Louis, Missouri 63178

Richard A. Liddy                       Chairman, President and CEO, General American
General American Life Insurance Co.
700 Market Street
St. Louis, Missouri 63101

William E. Maritz                      Chairman and Chief Executive Officer, Maritz, Inc.
Maritz, Inc.                           (motivation, travel, communications, training and marketing
1375 North Highway Drive               research business).
Fenton, Missouri 63099

Craig D. Schnuck                       Chairman and Chief Executive Officer, Schnuck Markets, Inc.
Schnuck Markets, Inc.                  (retail supermarket chain).  Prior to 1991, President and
11420 Lackland Road                    Chief Executive Officer
P.O. Box 46928
St. Louis, Missouri  63146

William P. Stiritz                     Chairman, Chief Executive Officer and President, Agribrands
Ralston Purina Company                 International, Inc. Formerly Chairman, Chief Executive Officer
Checkerboard Square                    and President, Ralston Purina Company (pet food, batteries,
St. Louis, Missouri 63164              and bread business); Chairman, Ralcorp Holdings, Inc.
                                       (ready-to-eat cereal, baby food, ski resorts).

Andrew C. Taylor                       Chief Executive Officer and President, Enterprise Rent-A-
Enterprise Rent-A-Car                  Car (car rental).  Prior to May, 1991, President.
600 Corporate Park Drive
St. Louis, Missouri 63105

                              47


<PAGE>
<PAGE>

<CAPTION>
                                                   PRINCIPAL OCCUPATION(S)
          NAME                                    DURING PAST FIVE YEARS<F*>
          ----                                    --------------------------
<C>                                    <S>

Directors (continued)
- ---------------------

Robert L. Virgil                       Principal, Edward Jones (investments).  Prior to 1993,
Edward Jones                           Dean, the John M. Olin School of Business, Washington
12555 Manchester                       University (business education)
St. Louis, Missouri  63131-3729

Virginia V. Weldon, M.D.               Director, Center for the Study of American Business,
Monsanto Company                       Washington University. Retired Senior Vice President,
800 North Lindbergh                    Public Policy, Monsanto Company (chemicals diversified
St. Louis, Missouri  63167             industry, pharmaceuticals, life science products, and
                                       food ingredients business). Prior to 1993, Vice President,
                                       Public Policy.

Ted C. Wetterau                        President, Wetterau Associates, L.L.C.  Retired Chairman
Wetterau Associates, L.L.C.            and Chief Executive Officer, Wetterau Incorporated
7700 Bonhomme, Suite 750               (retail and wholesale grocery, manufacturing business).
St. Louis, Missouri  63105

<FN>
<F*>  All positions listed are with General American unless otherwise
      indicated.
</TABLE>


                               48


<PAGE>
<PAGE>

                           LEGAL MATTERS

All matters of Missouri law pertaining to the Policy, including the
validity of the Policy and General American's right to issue the Policy
under Missouri insurance law, have been passed upon by Robert J.
Banstetter, Vice President, General Counsel, and Secretary of General
American.

                         LEGAL PROCEEDINGS

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

                              EXPERTS

The audited financial statements of General American and the Separate
Account have been included in this Prospectus in reliance on the reports
of KPMG LLP, independent certified public accountants, and on the
authority of said firm as experts in accounting and auditing.

Actuarial matters included in this Prospectus have been examined by Alan
J. Hobbs, FSA, MAAA, LLIF, Second Vice President & Financial Actuary of
General American, as stated in the opinion filed as an exhibit to the
registration statement.

                       ADDITIONAL INFORMATION

A registration statement has been filed with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, with respect
to the Policy offered hereby. This Prospectus does not contain all the
information set forth in the registration statement and the amendments
and exhibits to the registration statement, to all of which reference is
made for further information concerning the Separate Account, General
American and the Policy offered hereby. Statements contained in this
Prospectus as to the contents of the Policy and other legal instruments
are summaries. For a complete statement of the terms thereof, reference
is made to such instruments as filed.

Like all financial services providers, General American utilizes systems
that may be affected by the Year 2000 transition issues, and it relies
on services providers, including the Funds, that may also be affected.
The Company has developed, and is in the process of implementing, a Year
2000 transition plan, and is confirming that its services providers are
also so engaged. The resources that are being devoted to this effort are
substantial. It is difficult to predict with precision whether the
amount of resources ultimately devoted, or the outcome of these efforts,
will have any negative impact on the Company. However, as of the date of
this prospectus, we do not anticipate that Policy Owners will experience
negative effects on their investment, or on the services provided in
connection therewith, as a result of Year 2000 transition
implementation. General American currently anticipates that its systems
will be Year 2000 compliant, but there can be no assurance that the
Company will be successful, or that interaction with other service
providers will not impair the Company's services at that time.

                        FINANCIAL STATEMENTS

The financial statements of General American which are included in this
Prospectus should be distinguished from the financial statements of the
Separate Account, and should be considered only as bearing on the
ability of General American to meet its obligations under the Policy.
They should not be considered as bearing on the investment performance
of the assets held in the Separate Account.


                               49

<PAGE>
<PAGE>

                             APPENDIX A
          ILLUSTRATIONS OF DEATH BENEFITS AND CASH VALUES

The following tables illustrate how the Cash Value, Cash Surrender
Value, and death benefit of a Policy change with the investment
experience of a Division of the Separate Account.  The tables show how
the Cash Value, Cash Surrender Value, and death benefit of a Policy
issued to an insured of a given age and at a given premium would vary
over time if the investment return on the assets held in each Division
of the Separate Account were a uniform, gross, after-tax annual rate of
0%, 6%, or 12%.  The tables in Appendix A illustrate a Policy issued to
a Male, age 45 in a preferred nonsmoker rate class.  If the insured
falls into a smoker rate class, the Cash Values, Cash Surrender Values,
and death benefits would be lower than those shown in the tables.  In
addition, the Cash Values, Cash Surrender Values, and death benefits
would be different from those shown if the gross annual investment rates
of return averaged 0%, 6%, and 12% over a period of years, but
fluctuated above and below those averages for individual Policy Years.

The Cash Value column under the "Guaranteed" heading shows the
accumulated value of the Net Premiums paid at the stated interest rate,
reflecting deduction of the selection and issue expense charge, the
monthly administrative charges and monthly charges for the cost of
insurance based on the maximum values allowed under the 1980
Commissioners Standard Ordinary Mortality Table.  The Cash Surrender
Value column under the "Guaranteed" heading shows the projected Cash
Surrender Value of the Policy, which is calculated by taking the Cash
Value under the "Guaranteed" heading and deducting any appropriate
Contingent Deferred Sales Charge.  The Cash value column under the
"Current" heading shows the accumulated value of the Net Premiums paid
at the stated interest rate, reflecting deduction of the selection and
issue expense charge, the monthly administrative charges and monthly
charges for the cost of insurance at their current level, which is less
than or equal to that allowed by the 1980 Commissioners Standard
Ordinary Mortality Table.  The Cash Value column under the "Current"
heading also reflects payment of the projected dividends into the Cash
Value. The Cash Surrender Value column under the "Current" heading shows
the projected Cash Surrender Value of the Policy, which is calculated by
taking the Cash Value under the "Current" heading and deducting any
appropriate Contingent Deferred Sales Charge.  The illustrations of
death benefits reflect the above assumptions.  The death benefits also
vary between tables depending upon whether Death Benefit Options A or C
(Level Type) or Death Benefit Option B (Increasing Type) are illustrated.

The amounts shown for Cash Value, Cash Surrender Value, and death
benefit reflect the fact that the investment rate of return is lower
than the gross after-tax return on the assets held in a Division of the
Separate Account.  The charges include a .85% charge for mortality and
expense risk, the investment advisory fee (.69% of aggregate average
daily net assets is assumed but the actual investment advisory fee
applicable to each Division is shown in the respective Prospectuses of
each fund), and administrative expenses incurred.  After deduction for
these amounts, the illustrated gross annual investment rates of return
of 0%, 6%, and 12% correspond to approximate net annual rates of -1.54%,
4.46%, and 10.46%, respectively.  The Prospectuses for each fund should
be consulted for details about the nature and extent of their expenses.

The hypothetical values shown in the tables do not reflect any charges
for Federal income taxes against the Separate Account (as opposed to
Premium Tax Charges which are deducted from premium payments), since
General American is not currently making any such charges.  However,
such charges may be made in the future and, in that event, the gross
annual investment rate of return of the Divisions of the Separate
Account would have to exceed 0%, 6%, and 12% by an amount sufficient to
cover the tax charges in order to produce the death benefit and Cash
Value illustration.  (See Federal Tax Matters.)

The tables illustrate the Policy values that would result based upon the
investment rates of return if premiums are paid as indicated, if all Net
Premiums are allocated to the Separate Account, if no Policy Loans have
been made, and dividends are paid into the Cash Value as projected.  The
tables are also based on the assumptions that the Owner has not
requested an increase or decrease in the Face Amount, that no partial
withdrawals have been made, that no transfer charges were incurred, and
that no optional riders have been requested.

Upon request, General American will provide a comparable illustration
based upon the proposed Insured's age, sex, and rate class, the Face
Amount or premium requested, the proposed frequency of premium payments,
and any available riders requested.

                               50


<PAGE>
<PAGE>

<TABLE>
<CAPTION>
                                         GENERAL AMERICAN LIFE INSURANCE COMPANY
                                        FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

POLICY FACE AMOUNT: $100,000                                                        MALE PREFERRED NONSMOKER AGE 45
DEATH BENEFIT LEVEL (OPTION A)                                                               ANNUAL PREMIUM: $1,795

                                                       FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL
                                                 GROSS ANNUAL RATE OF RETURN @ 0.0% (NET RATE @ -1.54%)

                                               ======== CURRENT ========               ======== GUARANTEED ========

 END                           PREM
 OF                ANNUAL      ACCUM       SURR         CASH       DEATH             SURR         CASH         DEATH
YEAR     AGE       PAYMNT      @ 5%        VALUE        VALUE      BENEFIT           VALUE        VALUE       BENEFIT
<S>       <C>      <C>        <C>         <C>          <C>         <C>              <C>          <C>          <C>
 1        46       1,795       1,885         824        1,119      100,000             824        1,119       100,000
 2        47       1,795       3,863       2,074        2,369      100,000           2,050        2,346       100,000
 3        48       1,795       5,941       3,285        3,580      100,000           3,228        3,523       100,000
 4        49       1,795       8,123       4,448        4,743      100,000           4,369        4,664       100,000
 5        50       1,795      10,414       5,564        5,859      100,000           5,463        5,758       100,000
 6        51       1,795      12,819       6,704        6,940      100,000           6,572        6,808       100,000
 7        52       1,795      15,344       7,789        7,966      100,000           7,625        7,802       100,000
 8        53       1,795      17,996       8,820        8,938      100,000           8,626        8,744       100,000
 9        54       1,795      20,780      10,050       10,109      100,000           9,563        9,623       100,000
10        55       1,795      23,704      11,261       11,261      100,000          10,430       10,430       100,000
11        56       1,795      26,774      12,404       12,404      100,000          11,167       11,167       100,000
12        57       1,795      29,997      13,502       13,502      100,000          11,836       11,836       100,000
13        58       1,795      33,382      14,552       14,552      100,000          12,418       12,418       100,000
14        59       1,795      36,935      15,554       15,554      100,000          12,925       12,925       100,000
15        60       1,795      40,667      16,506       16,506      100,000          13,336       13,336       100,000
16        61       1,795      44,584      17,402       17,402      100,000          13,644       13,644       100,000
17        62       1,795      48,698      18,238       18,238      100,000          13,839       13,839       100,000
18        63       1,795      53,018      19,005       19,005      100,000          13,912       13,912       100,000
19        64       1,795      57,553      19,700       19,700      100,000          13,843       13,843       100,000
20        65       1,795      62,316      20,319       20,319      100,000          13,610       13,610       100,000

25        70       1,795      89,946      22,688       22,688      100,000           9,340        9,340       100,000
30        75       1,795     125,209      22,669       22,669      100,000               0            0             0
</TABLE>

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF
INSURANCE RATES.

CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES AND DIVIDENDS BASED ON THE CURRENT DIVIDEND SCALE FOR THE EXACT
COMBINATION OF PREMIUMS AND BENEFITS SHOWN.  THESE VALUES ARE ALSO BASED ON
A POLICY ISSUE DATE OF JANUARY 1 FOR PURPOSES OF DETERMINING DIVIDEND AMOUNTS.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY,
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE RESULTS.  ACTUAL
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON A
NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY OWNER
AND THE INVESTMENT RESULTS FOR EACH FUND.  THE CASH VALUE, CASH SURRENDER
VALUE, AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF
THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS,
BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS.  NO
REPRESENTATION CAN BE MADE BY THE COMPANY, WALNUT STREET SECURITIES, ANY FUND,
OR ANY REPRESENTATIVE THEREOF, THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED OVER ANY PERIOD OF TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS INDICATED
AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY
ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE
COMPANY.

                              51

<PAGE>
<PAGE>

<TABLE>
<CAPTION>
                                         GENERAL AMERICAN LIFE INSURANCE COMPANY
                                        FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

POLICY FACE AMOUNT: $100,000                                                        MALE PREFERRED NONSMOKER AGE 45
DEATH BENEFIT LEVEL (OPTION A)                                                               ANNUAL PREMIUM: $1,795

                                                       FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL
                                                 GROSS ANNUAL RATE OF RETURN @ 6.0% (NET RATE @ 4.46%)

                                               ======== CURRENT ========               ======== GUARANTEED ========

 END                           PREM
 OF                ANNUAL      ACCUM       SURR         CASH       DEATH             SURR         CASH         DEATH
YEAR     AGE       PAYMNT      @ 5%        VALUE        VALUE      BENEFIT           VALUE        VALUE       BENEFIT
<S>       <C>      <C>        <C>         <C>          <C>         <C>              <C>          <C>          <C>
 1        46       1,795       1,885         907        1,202      100,000             907          202       100,000
 2        47       1,795       3,863       2,315        2,610      100,000           2,291        2,586       100,000
 3        48       1,795       5,941       3,767        4,062      100,000           3,707        4,002       100,000
 4        49       1,795       8,123       5,255        5,550      100,000           5,168        5,463       100,000
 5        50       1,795      10,414       6,780        7,075      100,000           6,667        6,962       100,000
 6        51       1,795      12,819       8,417        8,653      100,000           8,265        8,501       100,000
 7        52       1,795      15,344      10,088       10,265      100,000           9,895       10,072       100,000
 8        53       1,795      17,996      11,796       11,914      100,000          11,560       11,678       100,000
 9        54       1,795      20,780      13,795       13,854      100,000          13,254       13,313       100,000
10        55       1,795      23,704      15,885       15,885      100,000          14,969       14,969       100,000
11        56       1,795      26,774      18,023       18,023      100,000          16,650       16,650       100,000
12        57       1,795      29,997      20,236       20,236      100,000          18,359       18,359       100,000
13        58       1,795      33,382      22,527       22,527      100,000          20,081       20,081       100,000
14        59       1,795      36,935      24,901       24,901      100,000          21,830       21,830       100,000
15        60       1,795      40,667      27,361       27,361      100,000          23,592       23,592       100,000
16        61       1,795      44,584      29,909       29,909      100,000          25,361       25,361       100,000
17        62       1,795      48,698      32,547       32,547      100,000          27,134       27,134       100,000
18        63       1,795      53,018      35,275       35,275      100,000          28,907       28,907       100,000
19        64       1,795      57,553      38,100       38,100      100,000          30,668       30,668       100,000
20        65       1,795      62,316      41,026       41,026      100,000          32,406       32,406       100,000

25        70       1,795      89,946      58,825       58,825      100,000          40,509       40,509       100,000
30        75       1,795     125,209      82,244       82,244      100,000          46,385       46,385       100,000
</TABLE>

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES.

CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES AND DIVIDENDS BASED ON THE CURRENT DIVIDEND SCALE FOR THE EXACT
COMBINATION OF PREMIUMS AND BENEFITS SHOWN.  THESE VALUES ARE ALSO BASED ON
A POLICY ISSUE DATE OF JANUARY 1 FOR PURPOSES OF DETERMINING DIVIDEND AMOUNTS.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY,
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE RESULTS.  ACTUAL
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON A
NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY OWNER
AND THE INVESTMENT RESULTS FOR EACH FUND.  THE CASH VALUE, CASH SURRENDER
VALUE, AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF
THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS,
BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS.
NO REPRESENTATION CAN BE MADE BY THE COMPANY, WALNUT STREET SECURITIES, ANY
FUND, OR ANY REPRESENTATIVE THEREOF, THAT THIS HYPOTHETICAL RATE OF RETURN CAN
BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED OVER ANY PERIOD OF TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS INDICATED
AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY
ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE
COMPANY.

                              52


<PAGE>
<PAGE>

<TABLE>
<CAPTION>
                                         GENERAL AMERICAN LIFE INSURANCE COMPANY
                                        FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

POLICY FACE AMOUNT: $100,000                                                        MALE PREFERRED NONSMOKER AGE 45
DEATH BENEFIT LEVEL (OPTION A)                                                               ANNUAL PREMIUM: $1,795

                                                       FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL
                                                 GROSS ANNUAL RATE OF RETURN @ 12.0% (NET RATE @ 10.46%)

                                               ======== CURRENT ========               ======== GUARANTEED ========

 END                           PREM
 OF                ANNUAL      ACCUM       SURR         CASH       DEATH             SURR         CASH         DEATH
YEAR     AGE       PAYMNT      @ 5%        VALUE        VALUE      BENEFIT           VALUE        VALUE       BENEFIT
<S>       <C>      <C>        <C>         <C>          <C>         <C>              <C>          <C>          <C>
 1        46       1,795       1,885         990        1,285      100,000             990        1,285       100,000
 2        47       1,795       3,863       2,567        2,862      100,000           2,542        2,838       100,000
 3        48       1,795       5,941       4,290        4,585      100,000           4,227        4,522       100,000
 4        49       1,795       8,123       6,165        6,460      100,000           6,071        6,366       100,000
 5        50       1,795      10,414       8,209        8,504      100,000           8,082        8,377       100,000
 6        51       1,795      12,819      10,513       10,749      100,000          10,338       10,574       100,000
 7        52       1,795      15,344      13,019       13,196      100,000          12,791       12,968       100,000
 8        53       1,795      17,996      15,751       15,869      100,000          15,465       15,583       100,000
 9        54       1,795      20,780      18,988       19,047      100,000          18,378       18,437       100,000
10        55       1,795      23,704      22,571       22,571      100,000          21,550       21,550       100,000
11        56       1,795      26,774      26,493       26,493      100,000          24,954       24,954       100,000
12        57       1,795      29,997      30,823       30,823      100,000          28,689       28,689       100,000
13        58       1,795      33,382      35,606       35,606      100,000          32,781       32,781       100,000
14        59       1,795      36,935      40,899       40,899      100,000          37,287       37,287       100,000
15        60       1,795      40,667      46,761       46,761      100,000          42,248       42,248       100,000
16        61       1,795      44,584      53,260       53,260      100,000          47,722       47,722       100,000
17        62       1,795      48,698      60,475       60,475      100,000          53,777       53,777       100,000
18        63       1,795      53,018      68,494       68,494      100,000          60,495       60,495       100,000
19        64       1,795      57,553      77,425       77,425      100,000          67,969       67,969       100,000
20        65       1,795      62,316      87,369       87,369      106,591          76,311       76,311       100,000

25        70       1,795      89,946     158,312      158,312      183,642         133,372      133,372       154,711
30        75       1,795     125,209     278,134      278,134      297,604         225,351      225,351       241,126
</TABLE>

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES.

CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES
AND DIVIDENDS BASED ON THE CURRENT DIVIDEND SCALE FOR THE EXACT COMBINATION OF
PREMIUMS AND BENEFITS SHOWN.  THESE VALUES ARE ALSO BASED ON A POLICY ISSUE
DATE OF JANUARY 1 FOR PURPOSES OF DETERMINING DIVIDEND AMOUNTS.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY,
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE RESULTS.  ACTUAL
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON A
NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY OWNER
AND THE INVESTMENT RESULTS FOR EACH FUND.  THE CASH VALUE, CASH SURRENDER
VALUE, AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF
THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS,
BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS.
NO REPRESENTATION CAN BE MADE BY THE COMPANY, WALNUT STREET SECURITIES, ANY
FUND, OR ANY REPRESENTATIVE THEREOF, THAT THIS HYPOTHETICAL RATE OF RETURN CAN
BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED OVER ANY PERIOD OF TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS INDICATED
AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY
ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE
COMPANY.

                              53

<PAGE>
<PAGE>

<TABLE>
<CAPTION>
                                         GENERAL AMERICAN LIFE INSURANCE COMPANY
                                        FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

POLICY FACE AMOUNT: $100,000                                                        MALE PREFERRED NONSMOKER AGE 45
DEATH BENEFIT INCREASING (OPTION B)                                                          ANNUAL PREMIUM: $3,896

                                                       FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL
                                                 GROSS ANNUAL RATE OF RETURN @ 0.05 (NET RATE @ -1.54%)

                                               ======== CURRENT ========               ======== GUARANTEED ========

 END                           PREM
 OF                ANNUAL      ACCUM       SURR         CASH       DEATH             SURR         CASH         DEATH
YEAR     AGE       PAYMNT      @ 5%        VALUE        VALUE      BENEFIT           VALUE        VALUE       BENEFIT
<S>       <C>      <C>        <C>         <C>          <C>         <C>              <C>          <C>          <C>
 1        46       3,896       4,090       2,723        3,018      103,018           2,723        3,018       103,018
 2        47       3,896       8,385       5,838        6,133      106,133           5,814        6,109       106,109
 3        48       3,896      12,895       8,881        9,176      109,176           8,822        9,117       109,117
 4        49       3,896      17,630      11,842       12,137      112,137          11,760       12,056       112,056
 5        50       3,896      22,602      14,722       15,017      115,017          14,618       14,913       114,913
 6        51       3,896      27,823      17,593       17,829      117,829          17,455       17,691       117,691
 7        52       3,896      33,304      20,373       20,550      120,550          20,201       20,378       120,378
 8        53       3,896      39,060      23,064       23,182      123,182          22,859       22,977       122,977
 9        54       3,896      45,103      25,983       26,042      126,042          25,418       25,477       125,477
10        55       3,896      51,449      28,861       28,861      128,861          27,868       27,868       127,868
11        56       3,896      58,112      31,693       31,693      131,693          30,150       30,150       130,150
12        57       3,896      65,108      34,450       34,450      134,450          32,327       32,327       132,327
13        58       3,896      72,454      37,126       37,126      137,126          34,375       34,375       134,375
14        59       3,896      80,167      39,722       39,722      139,722          36,310       36,310       136,310
15        60       3,896      88,265      42,232       42,232      142,232          38,107       38,107       138,107
16        61       3,896      96,769      44,652       44,652      144,652          39,759       39,759       139,759
17        62       3,896     105,698      46,976       46,976      146,976          41,256       41,256       141,256
18        63       3,896     115,073      49,191       49,191      149,191          42,588       42,588       142,588
19        64       3,896     124,917      51,293       51,293      151,293          43,733       43,733       143,733
20        65       3,896     135,254      53,277       53,277      153,277          44,672       44,672       144,672

25        70       3,896     195,224      62,630       62,630      162,630          45,744       45,744       145,744
30        75       3,896     271,763      68,565       68,565      168,565          38,468       38,468       138,468
</TABLE>

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES.

CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES
AND DIVIDENDS BASED ON THE CURRENT DIVIDEND SCALE FOR THE EXACT COMBINATION OF
PREMIUMS AND BENEFITS SHOWN.  THESE VALUES ARE ALSO BASED ON A POLICY ISSUE
DATE OF JANUARY 1 FOR PURPOSES OF DETERMINING DIVIDEND AMOUNTS.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY,
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE RESULTS.  ACTUAL
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON A
NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY OWNER
AND THE INVESTMENT RESULTS FOR EACH FUND.  THE CASH VALUE, CASH SURRENDER
VALUE, AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF
THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS,
BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS.
NO REPRESENTATION CAN BE MADE BY THE COMPANY, WALNUT STREET SECURITIES, ANY
FUND, OR ANY REPRESENTATIVE THEREOF, THAT THIS HYPOTHETICAL RATE OF RETURN CAN
BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED OVER ANY PERIOD OF TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS INDICATED
AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY
ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE
COMPANY.

                              54

<PAGE>
<PAGE>

<TABLE>
<CAPTION>
                                         GENERAL AMERICAN LIFE INSURANCE COMPANY
                                        FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

POLICY FACE AMOUNT: $100,000                                                        MALE PREFERRED NONSMOKER AGE 45
DEATH BENEFIT INCREASING (OPTION B)                                                          ANNUAL PREMIUM: $5,886

                                                       FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL
                                                 GROSS ANNUAL RATE OF RETURN @ 6.0% (NET RATE @ 4.46%)

                                               ======== CURRENT ========               ======== GUARANTEED ========

 END                           PREM
 OF                ANNUAL      ACCUM       SURR         CASH       DEATH             SURR         CASH         DEATH
YEAR     AGE       PAYMNT      @ 5%        VALUE        VALUE      BENEFIT           VALUE        VALUE       BENEFIT
<S>       <C>      <C>        <C>         <C>          <C>         <C>              <C>          <C>          <C>
 1        46       3,896       4,090       2,992        3,217      103,217           2,922        3,217       103,217
 2        47       3,896       8,385       6,429        6,725      106,725           6,405        6,700       106,700
 3        48       3,896      12,895      10,069       10,364      110,364          10,007       10,302       110,302
 4        49       3,896      17,630      13,835       14,130      114,130          13,745       14,040       114,040
 5        50       3,896      22,602      17,732       18,027      118,027          17,614       17,909       117,909
 6        51       3,896      27,823      21,837       22,073      122,073          21,677       21,913       121,913
 7        52       3,896      33,304      26,074       26,251      126,251          25,870       26,047       126,047
 8        53       3,896      39,060      30,448       30,566      130,566          30,199       30,317       130,317
 9        54       3,896      45,103      35,303       35,362      135,362          34,657       34,716       134,716
10        55       3,896      51,449      40,380       40,380      140,380          39,268       39,268       139,268
11        56       3,896      58,112      45,683       45,683      145,683          43,889       43,889       143,889
12        57       3,896      65,108      51,194       51,194      151,194          48,674       48,674       148,674
13        58       3,896      72,454      56,918       56,918      156,918          53,575       53,575       153,575
14        59       3,896      80,167      62,865       62,865      162,865          58,609       58,609       158,609
15        60       3,896      88,265      69,038       69,038      169,038          63,758       63,758       163,758
16        61       3,896      96,769      75,442       75,442      175,442          69,015       69,015       169,015
17        62       3,896     105,698      82,079       82,079      182,079          74,372       74,372       174,372
18        63       3,896     115,073      88,948       88,948      188,948          79,822       79,822       179,822
19        64       3,896     124,917      96,052       96,052      196,052          85,345       85,345       185,345
20        65       3,896     135,254     103,397      103,397      203,397          90,920       90,920       190,920

25        70       3,896     195,224     147,051      147,051      247,051         118,965      118,965       218,965
30        75       3,896     271,763     199,753      199,753      299,753         144,406      144,406       244,406
</TABLE>

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES.

CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES
AND DIVIDENDS BASED ON THE CURRENT DIVIDEND SCALE FOR THE EXACT COMBINATION OF
PREMIUMS AND BENEFITS SHOWN.  THESE VALUES ARE ALSO BASED ON A POLICY ISSUE
DATE OF JANUARY 1 FOR PURPOSES OF DETERMINING DIVIDEND AMOUNTS.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY,
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE RESULTS.  ACTUAL
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON A
NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY OWNER
AND THE INVESTMENT RESULTS FOR EACH FUND.  THE CASH VALUE, CASH SURRENDER
VALUE, AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF
THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS,
BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS.
NO REPRESENTATION CAN BE MADE BY THE COMPANY, WALNUT STREET SECURITIES, ANY
FUND, OR ANY REPRESENTATIVE THEREOF, THAT THIS HYPOTHETICAL RATE OF RETURN CAN
BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED OVER ANY PERIOD OF TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS INDICATED
AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY
ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE
COMPANY.

                              55

<PAGE>
<PAGE>

<TABLE>
<CAPTION>
                                         GENERAL AMERICAN LIFE INSURANCE COMPANY
                                        FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

POLICY FACE AMOUNT: $100,000                                                        MALE PREFERRED NONSMOKER AGE 45
DEATH BENEFIT INCREASING (OPTION B)                                                          ANNUAL PREMIUM: $3,896

                                                       FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL
                                                 GROSS ANNUAL RATE OF RETURN @ 12.0% (NET RATE @ 10.46%)

                                               ======== CURRENT ========               ======== GUARANTEED ========

 END                           PREM
 OF                ANNUAL      ACCUM       SURR         CASH       DEATH             SURR         CASH         DEATH
YEAR     AGE       PAYMNT      @ 5%        VALUE        VALUE      BENEFIT           VALUE        VALUE       BENEFIT
<S>       <C>      <C>        <C>         <C>          <C>         <C>              <C>          <C>          <C>
 1        46       3,896       4,090       3,120        3,415      103,415           3,120        3,415       103,415
 2        47       3,896       8,385       7,045        7,340      107,340           7,020        7,315       107,315
 3        48       3,896      12,895      11,355       11,650      111,650          11,290       11,585       111,585
 4        49       3,896      17,630      16,079       16,374      116,374          15,981       16,276       116,276
 5        50       3,896      22,602      21,258       21,553      121,553          21,125       21,420       121,420
 6        51       3,896      27,823      27,014       27,250      127,250          26,829       27,065       127,065
 7        52       3,896      33,304      33,314       33,492      133,492          33,072       33,249       133,249
 8        53       3,896      39,060      40,218       40,336      140,336          39,913       40,031       140,031
 9        54       3,896      45,103      48,152       48,211      148,211          47,400       47,459       147,459
10        55       3,896      51,449      56,926       56,926      156,926          55,588       55,588       155,588
11        56       3,896      58,112      66,624       66,624      166,624          64,493       64,493       164,493
12        57       3,896      65,108      77,318       77,318      177,318          74,253       74,253       174,253
13        58       3,896      72,454      89,110       89,110      189,110          84,935       84,935       184,935
14        59       3,896      80,167     102,119      102,119      202,119          96,646       96,646       196,646
15        60       3,896      88,265     116,467      116,467      216,467         109,470      109,470       209,470
16        61       3,896      96,769     132,292      132,292      232,292         123,510      123,510       223,510
17        62       3,896     105,698     149,743      149,743      249,743         138,881      138,881       238,881
18        63       3,896     115,073     168,983      168,983      268,983         155,711      155,711       255,711
19        64       3,896     124,917     190,196      190,196      290,196         174,127      174,127       274,127
20        65       3,896     135,254     213,587      213,587      313,587         194,270      194,270       294,270

25        70       3,896     195,224     380,063      380,063      480,063         327,193      327,193       427,193
30        75       3,896     271,763     659,410      659,410      759,410         535,170      535,170       635,170
</TABLE>

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES.

CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES
AND DIVIDENDS BASED ON THE CURRENT DIVIDEND SCALE FOR THE EXACT COMBINATION OF
PREMIUMS AND BENEFITS SHOWN.  THESE VALUES ARE ALSO BASED ON A POLICY ISSUE
DATE OF JANUARY 1 FOR PURPOSES OF DETERMINING DIVIDEND AMOUNTS.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY,
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE RESULTS.  ACTUAL
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON A
NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY OWNER
AND THE INVESTMENT RESULTS FOR EACH FUND.  THE CASH VALUE, CASH SURRENDER
VALUE, AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF
THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS,
BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS.
NO REPRESENTATION CAN BE MADE BY THE COMPANY, WALNUT STREET SECURITIES, ANY
FUND, OR ANY REPRESENTATIVE THEREOF, THAT THIS HYPOTHETICAL RATE OF RETURN CAN
BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED OVER ANY PERIOD OF TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS INDICATED
AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY
ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE
COMPANY.

                              56


<PAGE>
<PAGE>

<TABLE>
<CAPTION>
                                                   APPENDIX B

                               Target Premium Factors per Thousand of Face Amount

                                              Male Standard Policy

AGE                     FACTOR                                       AGE                  FACTOR
<S>                       <C>                                         <C>                 <C>
 0                        3.26                                        40                   10.20
 1                        3.33                                        41                   10.58
 2                        3.45                                        42                   10.98
 3                        3.58                                        43                   11.40
 4                        3.71                                        44                   11.84

 5                        3.86                                        45                   12.30
 6                        4.02                                        46                   12.80
 7                        4.18                                        47                   13.35
 8                        4.35                                        48                   13.95
 9                        4.44                                        49                   14.60

10                        4.54                                        50                   15.30
11                        4.63                                        51                   16.06
12                        4.72                                        52                   16.87
13                        4.87                                        53                   17.73
14                        4.91                                        54                   18.64

15                        5.01                                        55                   19.60
16                        5.10                                        56                   20.67
17                        5.19                                        57                   21.85
18                        5.29                                        58                   23.14
19                        5.38                                        59                   24.55

20                        5.48                                        60                   26.10
21                        5.68                                        61                   27.82
22                        5.90                                        62                   29.71
23                        6.14                                        63                   31.77
24                        6.38                                        64                   34.00

25                        6.65                                        65                   36.40
26                        6.84                                        66                   39.04
27                        6.99                                        67                   41.92
28                        7.15                                        68                   45.05
29                        7.32                                        69                   48.40

30                        7.50                                        70                   52.00
31                        7.68                                        71                   55.94
32                        7.88                                        42                   60.23
33                        8.10                                        73                   64.87
34                        8.34                                        74                   69.86

35                        8.60                                        75                   75.20
36                        8.88                                        76                   81.71
37                        9.18                                        77                   89.39
38                        9.50                                        78                   98.24
39                        9.84                                        79                  108.27
                                                                      80                  119.50
</TABLE>

                              57

<PAGE>
<PAGE>

<TABLE>
<CAPTION>
                                                    APPENDIX B

                                Target Premium Factors per Thousand of Face Amount

                                              Female Standard Policy

AGE                     FACTOR                                       AGE                  FACTOR
<S>                       <C>                                         <C>                 <C>
 0                        3.07                                        40                    9.18
 1                        3.07                                        41                    9.52
 2                        3.07                                        42                    9.88
 3                        3.07                                        43                   10.26
 4                        3.07                                        44                   10.66

 5                        3.07                                        45                   11.07
 6                        3.07                                        46                   11.52
 7                        3.17                                        47                   12.02
 8                        3.29                                        48                   12.56
 9                        3.43                                        49                   13.14

10                        3.58                                        50                   13.77
11                        3.74                                        51                   14.45
12                        3.90                                        52                   15.18
13                        4.07                                        53                   15.96
14                        4.14                                        54                   16.78

15                        4.22                                        55                   17.64
16                        4.30                                        56                   18.60
17                        4.37                                        57                   19.67
18                        4.45                                        58                   20.83
19                        4.53                                        59                   22.10

20                        4.61                                        60                   23.49
21                        4.80                                        61                   25.04
22                        5.01                                        62                   26.74
23                        5.23                                        63                   28.59
24                        5.46                                        64                   30.60

25                        5.69                                        65                   32.76
26                        5.94                                        66                   35.14
27                        6.21                                        67                   37.73
28                        6.44                                        68                   40.55
29                        6.59                                        69                   43.56

30                        6.75                                        70                   46.80
31                        6.91                                        71                   50.35
32                        7.09                                        42                   54.21
33                        7.29                                        73                   58.38
34                        7.51                                        74                   62.87

35                        7.74                                        75                   67.68
36                        7.99                                        76                   73.54
37                        8.26                                        77                   80.45
38                        8.55                                        78                   88.42
39                        8.86                                        79                   97.44
                                                                      80                  107.55
</TABLE>

                              58


<PAGE>
<PAGE>

<TABLE>
<CAPTION>
                                                    APPENDIX B

                                Target Premium Factors per Thousand of Face Amount

                                                  Pension Policy

AGE                     FACTOR                                       AGE                  FACTOR
<S>                      <C>                                          <C>                 <C>
20                        5.39                                        50                   15.15
21                        5.59                                        51                   15.90
22                        5.81                                        52                   16.70
23                        6.05                                        53                   17.55
24                        6.29                                        54                   18.45

25                        6.55                                        55                   19.40
26                        6.75                                        56                   20.46
27                        6.91                                        57                   21.63
28                        7.08                                        58                   22.91
29                        7.25                                        59                   24.31

30                        7.43                                        60                   25.84
31                        7.60                                        61                   27.54
32                        7.80                                        62                   29.41
33                        8.02                                        63                   31.45
34                        8.26                                        64                   33.66

35                        8.51                                        65                   36.04
36                        8.79                                        66                   38.65
37                        9.09                                        67                   41.50
38                        9.41                                        68                   44.60
39                        9.74                                        69                   47.92

40                       10.10                                        70                   51.48
41                       10.47                                        71                   55.38
42                       10.87                                        42                   59.63
43                       11.29                                        73                   64.22
44                       11.72                                        74                   69.16

45                       12.18                                        75                   74.45
46                       12.67                                        76                   80.89
47                       13.22                                        77                   88.50
48                       13.81                                        78                   97.26
49                       14.45                                        79                  107.19
                                                                      80                  118.31
</TABLE>


                              59




<PAGE>
<PAGE>

                    INDEPENDENT AUDITORS' REPORT


The Board of Directors
General American Life Insurance Company
and Policyholders of General American
Separate Account Eleven:

We have audited the statements of assets and liabilities, including the
schedule of investments, of the S & P 500 Index, Money Market, Bond
Index, Managed Equity, Asset Allocation, International Index, Mid-Cap
Equity, Small-Cap Equity, Equity Income, Growth, Overseas, Asset
Manager, High Income, Worldwide Hard Assets, Worldwide Emerging Markets,
Multi-Style Equity, Core Bond, Aggressive Equity, Non-US, Income &
Growth, International, Value, Bond Portfolio, and Small Company
Portfolio Fund Divisions of General American Separate Account Eleven as
of December 31, 1999, and the related statements of operations and
changes in net assets for each of the years in the three-year period
then ended.  These financial statements are the responsibility of the
management of General American Separate Account Eleven.  Our
responsibility is to express an opinion on these financial statements
based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements.  Investments owned as of December 31, 1999 were
verified by audit of the statements of assets and liabilities of the
underlying portfolios of General American Capital Company and
confirmation by correspondence with respect to the Variable Insurance
Products Fund and the Variable Insurance Products Fund II sponsored by
Fidelity Investments, the Van Eck World Wide Insurance Trust sponsored
by Van Eck Associates Corporation, the Russell Insurance Funds sponsored
by Frank Russell Investment Company, the American Century Variable
Portfolios, Inc. sponsored by American Century Investments, and the J.P.
Morgan Series Trust II sponsored by J.P. Morgan Investment Management,
Inc.  An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of the S & P
500 Index, Money Market, Bond Index, Managed Equity, Asset Allocation,
International Index, Mid-Cap Equity, Small-Cap Equity, Equity Income,
Growth, Overseas, Asset Manager, High Income, Worldwide Hard Assets,
Worldwide Emerging Markets, Multi-Style Equity, Core Bond, Aggressive
Equity, Non-US, Income & Growth, International, Value, Bond Portfolio,
and Small Company Portfolio Fund Divisions of General American Separate
Account Eleven as of December 31, 1999, the results of their operations
and changes in their net assets for each of the years in the three-year
period then ended, in conformity with generally accepted accounting
principles.



                                      /s/ KPMG LLP

St. Louis, Missouri
February 25, 2000


<PAGE>
<PAGE>

<TABLE>
                                             GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                               STATEMENTS OF ASSETS AND LIABILITIES
                                                         DECEMBER 31, 1999
<CAPTION>
                                                           S & P 500        MONEY           BOND         MANAGED         ASSET
                                                             INDEX          MARKET         INDEX         EQUITY       ALLOCATION
                                                         FUND DIVISION  FUND DIVISION  FUND DIVISION  FUND DIVISION  FUND DIVISION
                                                         -------------  -------------  -------------  -------------  -------------
<S>                                                       <C>            <C>             <C>            <C>           <C>
Assets:
  Investments in General American
    Capital Company at market value
    (see Schedule of Investments):                        $60,824,360    $ 9,910,022     $6,136,371     $6,380,710    $18,584,088
  Receivable from General American Life
    Insurance Company                                               0          2,220            371          3,358              0
                                                          -----------    -----------     ----------     ----------    -----------

      Total assets                                         60,824,360      9,912,242      6,136,742      6,384,068     18,584,088
                                                          -----------    -----------     ----------     ----------    -----------

Liabilities:
  Payable to General American Life
    Insurance Company                                          71,634              0              0              0         10,917
                                                          -----------    -----------     ----------     ----------    -----------

        Total net assets                                  $60,752,726    $ 9,912,242     $6,136,742     $6,384,068    $18,573,171
                                                          ===========    ===========     ==========     ==========    ===========

Total net assets represented by:
  Individual Variable Universal Life cash
    value invested in Separate Account                    $12,703,649    $ 1,246,838     $2,527,749     $3,074,531    $12,262,707
  Individual Variable General Select Plus
    cash value invested in Separate Account                19,187,903      4,130,527      1,146,565      1,061,809      2,069,787
  Individual Variable Universal Life-100
    cash value invested in Separate Account                21,524,430      1,380,971      1,980,671      1,945,998      2,977,444
  Individual Variable Universal Life-98
    cash value invested in Separate Account                 6,350,278      2,778,076        417,810        264,532      1,116,362
  Joint and Survivor Variable Universal Life-98
    cash value invested in Separate Account                   986,466        375,830         63,947         37,198        146,871
                                                          -----------    -----------     ----------     ----------    -----------

        Total net assets                                  $60,752,726    $ 9,912,242     $6,136,742     $6,384,068    $18,573,171
                                                          ===========    ===========     ==========     ==========    ===========


Total units held - VUL-95                                     233,474         68,091        114,933         93,519        293,369
Total units held - VGSP                                       544,284        309,197         84,706         46,308         83,114
Total units held - VUL-100                                    651,714        109,972        146,452         86,947        120,924
Total units held - VUL-98                                     446,086        261,895         42,413         21,648         76,984
Total units held - JSVUL-98                                    69,296         35,430          6,492          3,044         10,128


VUL-95 Net unit value                                     $     54.41    $     18.31     $    21.99     $    32.88    $     41.80
VGSP Net unit value                                       $     35.25    $     13.36     $    13.54     $    22.93    $     24.90
VUL-100 Net unit value                                    $     33.03    $     12.56     $    13.52     $    22.38    $     24.62
VUL-98 Net unit value                                     $     14.24    $     10.61     $     9.85     $    12.22    $     14.50
JSVUL-98 Net unit value                                   $     14.24    $     10.61     $     9.85     $    12.22    $     14.50

Cost of investments                                       $48,750,561    $10,202,347     $6,585,233     $6,269,958    $13,925,762

See accompanying notes to the financial statements.                                                                 (continued)




<PAGE>
<PAGE>

                                              GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                                STATEMENTS OF ASSETS AND LIABILITIES
                                                           DECEMBER 31, 1999
<CAPTION>
                                                  INTERNATIONAL          MID-CAP          SMALL-CAP       EQUITY
                                                      INDEX              EQUITY            EQUITY         INCOME        GROWTH
                                                 FUND DIVISION<F*> FUND DIVISION<F**>  FUND DIVISION  FUND DIVISION  FUND DIVISION
                                                 ----------------- ------------------  -------------  -------------  -------------
<S>                                                 <C>                   <C>            <C>           <C>            <C>
Assets:
  Investments in General American
    Capital Company at market value
    (see Schedule of Investments):                  $13,006,687       $8,364,930         $2,918,058    $         0    $         0
  Investments in Variable Insurance
    Products Fund, at market value
    (see Schedule of Investments):                            0                0                  0     24,166,662     55,713,063
  Receivable from General American
    Life Insurance Company                                    0                0                  0              0              0
                                                    -----------       ----------         ----------    -----------    -----------

      Total assets                                   13,006,687        8,364,930          2,918,058     24,166,662     55,713,063
                                                    -----------       ----------         ----------    -----------    -----------

Liabilities:
  Payable to General American Life
    Insurance Company                                    13,075           10,949                514         12,225            338
                                                    -----------       ----------         ----------    -----------    -----------

        Total net assets                            $12,993,612       $8,353,981         $2,917,544    $24,154,437    $55,712,725
                                                    ===========       ==========         ==========    ===========    ===========

Total net assets represented by:
  Individual Variable Universal Life cash
    value invested in Separate Account              $ 4,025,567       $3,729,884         $  558,241    $ 7,440,063    $15,655,055
  Individual Variable General Select Plus
    cash value invested in Separate Account           1,686,926        2,288,366          1,040,052      8,176,358     17,355,764
  Individual Variable Universal Life-100
    cash value invested in Separate Account           2,100,227        1,946,132            974,170      7,073,312     18,399,393
  Individual Variable Universal Life-98
    cash value invested in Separate Account             271,117          341,179            281,822      1,279,572      3,896,211
  Joint and Survivor Variable Universal Life-98
    cash value invested in Separate Account              65,926           48,420             63,259        185,132        406,302
  General American Life Insurance
    Company seed money                                4,843,849                0                  0              0              0

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

        Total net assets                            $12,993,612       $8,353,981         $2,917,544    $24,154,437    $55,712,725
                                                    ===========       ==========         ==========    ===========    ===========


Total units held - VUL-95                               168,206          162,788             50,288        286,243        385,323
Total units held - VGSP                                  81,255           99,514             93,318        312,888        450,926
Total units held - VUL-100                              119,341           93,049             87,872        314,896        522,933
Total units held - VUL-98                                18,571           25,584             26,642        107,162        232,411
Total units held - JSVUL-98                               4,516            3,631              5,980         15,505         24,236
Total units held - Seed Money                           200,000                0                  0              0              0

VUL-95 Net unit value                               $     23.93       $    22.91         $    11.10    $     25.99    $     40.63
VGSP Net unit value                                 $     20.76       $    23.00         $    11.15    $     26.13    $     38.49
VUL-100 Net unit value                              $     17.60       $    20.92         $    11.09    $     22.46    $     35.19
VUL-98 Net unit value                               $     14.60       $    13.34         $    10.58    $     11.94    $     16.76
JSVUL-98 Net unit value                             $     14.60       $    13.34         $    10.58    $     11.94    $     16.76


Cost of investments                                 $ 9,240,024       $7,224,432         $3,357,966    $21,605,411    $37,093,325

<FN>
<F*>This fund was formerly known as the International Equity Fund.
<F**>This fund was formerly known as the Special Equity Fund.

See accompanying notes to the financial statements.                                                                    (continued)




<PAGE>
<PAGE>

                                              GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                                STATEMENTS OF ASSETS AND LIABILITIES
                                                          DECEMBER 31, 1999
<CAPTION>
                                                                                                 WORLDWIDE            WORLDWIDE
                                                  OVERSEAS    ASSET MANAGER    HIGH INCOME      HARD ASSETS        EMERGING MARKETS
                                               FUND DIVISION  FUND DIVISION   FUND DIVISION   FUND DIVISION<F*>   FUND DIVISION<F**>
                                               -------------  -------------   -------------   -----------------   ------------------
<S>                                             <C>            <C>             <C>                <C>                 <C>
Assets:
  Investments in Variable Insurance
    Products Fund, at market value
    (see Schedule of Investments):              $15,052,006    $        0      $4,375,944         $      0            $      0
  Investments in Variable Insurance
    Products Fund II, at market value
    (see Schedule of Investments):                        0     2,419,380               0                0                   0
  Investments in Van Eck Worldwide
    Insurance Trust at market value
    (see Schedule of Investments):                        0             0               0          317,077             260,096
  Receivable from General American
    Life Insurance Company                                0             0               0                0               8,698
                                                -----------    ----------      ----------         --------            --------

      Total assets                               15,052,006     2,419,380       4,375,944          317,077             268,794
                                                -----------    ----------      ----------         --------            --------

Liabilities:
  Payable to General American Life
    Insurance Company                                   655         1,459           3,325              735                   0
                                                -----------    ----------      ----------         --------            --------

        Total net assets                        $15,051,351    $2,417,921      $4,372,619         $316,342            $268,794
                                                ===========    ==========      ==========         ========            ========

Total net assets represented by:
  Individual Variable Universal Life
    cash value invested in Separate Account     $ 6,592,733    $  195,708      $  205,386         $ 88,804            $ 42,630
  Individual Variable General Select Plus
    cash value invested in Separate Account       5,056,946       444,493         897,255           65,379             151,366
  Individual Variable Universal Life-100
    cash value invested in Separate Account       2,786,964     1,159,079       2,732,153          151,848              25,825
  Individual Variable Universal Life-98
    cash value invested in Separate Account         568,261       617,041         470,891           10,311              41,241
  Joint and Survivor Variable Universal Life-98
    cash value invested in Separate Account          46,447         1,600          66,934                0               7,732

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



        Total net assets                        $15,051,351    $2,417,921      $4,372,619         $316,342            $268,794
                                                ===========    ==========      ==========         ========            ========

Total units held - VUL-95                           240,894        10,752          14,177            9,525               2,679
Total units held - VGSP                             205,835        24,259          61,511            6,967               9,503
Total units held - VUL-100                          130,771        63,821         189,022           16,322               1,623
Total units held - VUL-98                            36,151        49,859          41,713              837               1,689
Total units held - JSVUL-98                           2,955           129           5,929                0                 317



VUL-95 Net unit value                           $     27.37    $    18.20      $    14.49         $   9.32            $  15.91
VGSP Net unit value                             $     24.57    $    18.32      $    14.59         $   9.38            $  15.93
VUL-100 Net unit value                          $     21.31    $    18.16      $    14.45         $   9.30            $  15.91
VUL-98 Net unit value                           $     15.72    $    12.38      $    11.29         $  12.32            $  24.42
JSVUL-98 Net unit value                         $     15.72    $    12.38      $    11.29         $  12.32            $  24.42


Cost of investments                             $10,501,533    $2,240,585      $4,403,352         $345,171            $216,086

<FN>
<F*>This fund was formerly known as the Gold & Natural Resources Fund.
<F**>This fund began operations on September 15, 1998.

See accompanying notes to the financial statements.                                                             (continued)




<PAGE>
<PAGE>

                                           GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                             STATEMENTS OF ASSETS AND LIABILITIES
                                                       DECEMBER 31, 1999
<CAPTION>
                                                          MULTI-STYLE                          AGGRESSIVE
                                                            EQUITY           CORE BOND           EQUITY            NON-US
                                                         FUND DIVISION     FUND DIVISION     FUND DIVISION      FUND DIVISION
                                                         -------------     -------------     -------------      -------------
<S>                                                       <C>               <C>                <C>               <C>
Assets:
  Investments in Russell Insurance
    Fund at market value
    (see Schedule of Investments):                        $17,038,971       $ 9,823,042        $4,871,881        $5,011,427
  Receivable from General American Life
    Insurance Company                                               0                 0                 0                 0
                                                          -----------       -----------        ----------        ----------

      Total assets                                         17,038,971         9,823,042         4,871,881         5,011,427
                                                          -----------       -----------        ----------        ----------

Liabilities:
  Payable to General American Life
    Insurance Company                                          46,404            13,372             3,883            12,824
                                                          -----------       -----------        ----------        ----------

        Total net assets                                  $16,992,567       $ 9,809,670        $4,867,998        $4,998,603
                                                          ===========       ===========        ==========        ==========

Total net assets represented by:
  Individual Variable Universal Life cash
    value invested in Separate Account                    $   486,907       $    65,234        $  181,480        $  200,109
  Individual Variable General Select Plus
    cash value invested in Separate Account                10,828,931         7,499,806         2,498,284         2,989,925
  Individual Variable Universal Life-100
    cash value invested in Separate Account                   526,082            81,451           145,500           129,020
  Russell Variable Universal Life
    cash value invested in Separate Account                 4,285,907         1,828,353         1,590,579         1,450,251
  Individual Variable Universal Life-98
    cash value invested in Separate Account                   765,958           272,395           419,622           192,687
  Joint and Survivor Variable Universal Life-98
    cash value invested in Separate Account                    98,782            62,431            32,533            36,611

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

        Total net assets                                  $16,992,567       $ 9,809,670        $4,867,998        $4,998,603
                                                          ===========       ===========        ==========        ==========


Total units held - VUL-95                                      38,212             6,322            19,010            15,191
Total units held - VGSP                                       567,887           647,045           176,979           195,624
Total units held - VUL-100                                     41,321             7,901            15,254             9,803
Total units held - Russell VUL                                224,387           158,452           111,536            97,420
Total units held - VUL-98                                      55,512            27,180            34,927            12,805
Total units held - JSVUL-98                                     7,159             6,230             2,708             2,433



VUL-95 Net unit value                                     $     12.74       $     10.32        $     9.55        $    13.17
VGSP Net unit value                                       $     19.07       $     11.59        $    14.12        $    15.28
VUL-100 Net unit value                                    $     12.73       $     10.31        $     9.54        $    13.16
Russell VUL Net unit value                                $     19.10       $     11.54        $    14.26        $    14.89
VUL-98 Net unit value                                     $     13.80       $     10.02        $    12.01        $    15.05
JSVUL-98 Net unit value                                   $     13.80       $     10.02        $    12.01        $    15.05


Cost of investments                                       $14,920,743       $10,474,158        $4,552,906        $3,878,857

See accompanying notes to the financial statements.                                                             (continued)




<PAGE>
<PAGE>

                                             GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                               STATEMENTS OF ASSETS AND LIABILITIES
                                                         DECEMBER 31, 1999
<CAPTION>
                                             INCOME &                                               BOND           SMALL COMPANY
                                              GROWTH         INTERNATIONAL        VALUE           PORTFOLIO         PORTFOLIO
                                         FUND DIVISION<F*> FUND DIVISION<F*> FUND DIVISION<F*> FUND DIVISION<F*> FUND DIVISION<F*>
                                         ----------------- ----------------- ----------------- ----------------- -----------------
<S>                                          <C>              <C>                <C>              <C>               <C>
Assets:
  Investments in American Century
    Variable Portfolios, at market value
    (see Schedule of Investments):            $736,269         $604,334           $96,178          $      0          $      0
  Investments in J.P. Morgan Series
    Trust II, at market value                        0                0                 0           141,513           596,119
    (see Schedule of Investments):
  Receivable from General American
    Life Insurance Company                           0                0               700                 0             1,318
                                              --------         --------           -------          --------          --------

      Total assets                             736,269          604,334            96,878           141,513           597,437
                                              --------         --------           -------          --------          --------

Liabilities:
  Payable to General American Life
    Insurance Company                              953              140                 0                53                 0
                                              --------         --------           -------          --------          --------

        Total net assets                      $735,316         $604,194           $96,878          $141,460          $597,437
                                              ========         ========           =======          ========          ========

Total net assets represented by:
  Individual Variable Universal
    Life cash value invested in
    Separate Account                          $ 31,112         $ 15,398           $     0          $  3,470          $ 36,948
  Individual Variable General
    Select Plus cash value invested
    in Separate Account                         20,209           69,946             7,257             9,120           144,671
  Individual Variable Universal
    Life-100 cash value invested
    in Separate Account                         27,018          109,478                 0             3,258            51,290
  Individual Variable Universal
    Life-98 cash value invested
    in Separate Account                        616,396          390,766            87,054           121,401           319,153
  Joint and Survivor Variable
    Universal Life-98 cash value
    invested in Separate Account                40,581           18,606             2,567             4,211            45,375

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


        Total net assets                      $735,316         $604,194           $96,878          $141,460          $597,437
                                              ========         ========           =======          ========          ========


Total units held - VUL-95                        2,800              998                 0               353             2,580
Total units held - VGSP                          1,817            4,531               795               926            10,091
Total units held - VUL-100                       2,432            7,101                 0               331             3,582
Total units held - VUL-98                       43,920           22,549             8,130            12,134            19,051
Total units held - JVUL-98                       2,892            1,074               240               421             2,709


VUL-95 Net unit value                         $  11.11         $  15.42           $  9.12          $   9.84          $  14.32
VGSP Net unit value                           $  11.12         $  15.44           $  9.13          $   9.85          $  14.34
VUL-100 Net unit value                        $  11.11         $  15.42           $  9.11          $   9.84          $  14.32
VUL-98 Net unit value                         $  14.03         $  17.33           $ 10.71          $  10.00          $  16.75
JSVUL-98 Net unit value                       $  14.03         $  17.33           $ 10.71          $  10.00          $  16.75


Cost of investments                           $692,594         $483,662           $94,343          $143,528          $499,509

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

<PAGE>
<PAGE>

<TABLE>
                                             GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                                     STATEMENTS OF OPERATIONS
                                          YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997
<CAPTION>

                                                          S & P 500 INDEX                                MONEY MARKET
                                                           FUND DIVISION                                FUND DIVISION
                                            -----------------------------------------      --------------------------------------
                                                1999           1998           1997           1999           1998           1997
                                            -----------     ----------     ----------      ---------      ---------     ---------
<S>                                         <C>             <C>            <C>             <C>            <C>           <C>
Investment income<F*>                       $        --     $       --     $       --      $      --      $      --     $      --

Expenses:
  Mortality and expense charges - VUL-95       (101,368)       (81,198)       (59,320)        (7,041)        (6,050)       (7,951)
  Mortality and expense charges - VGSP         (127,636)       (75,004)       (29,674)       (24,057)       (23,497)      (12,872)
  Mortality and expense charges - VUL-100      (161,227)       (89,773)       (36,234)       (13,766)       (15,324)      (13,566)
  Mortality and expense charges -
    Russell VUL                                       0              0              0              0           (183)       (1,626)
  Mortality and expense charges - VUL-98        (12,586)           (50)             0        (13,814)          (465)            0
  Mortality and expense charges - JSVUL-98       (1,944)             0              0         (1,371)           (85)            0
                                            -----------     ----------     ----------      ---------      ---------     ---------
    Total expenses                             (404,761)      (246,025)      (125,228)       (60,049)       (45,604)      (36,015)
                                            -----------     ----------     ----------      ---------      ---------     ---------

Net investment expense                         (404,761)      (246,025)      (125,228)       (60,049)       (45,604)      (36,015)
                                            -----------     ----------     ----------      ---------      ---------     ---------

Net realized gain on investments:
  Realized gain from distributions            3,826,572      2,339,803        913,559        501,472        263,305       121,801
  Realized gain (loss) on sales               2,194,234        802,928      1,570,537         46,905        172,314       (48,325)
                                            -----------     ----------     ----------      ---------      ---------     ---------

     Net realized gain on investments:        6,020,806      3,142,731      2,484,096        548,377        435,619        73,476
                                            -----------     ----------     ----------      ---------      ---------     ---------

Net unrealized gain (loss) on investments:
  Unrealized gain (loss) on investments,
    beginning of period                       8,332,257      3,509,114      1,982,215       (183,578)       (72,985)     (256,852)
  Unrealized gain (loss) on investments,
    end of period                            12,073,799      8,332,257      3,509,114       (292,325)      (183,578)      (72,985)
                                            -----------     ----------     ----------      ---------      ---------     ---------

      Net unrealized gain (loss) on
        investments                           3,741,542      4,823,143      1,526,899       (108,747)      (110,593)      183,867
                                            -----------     ----------     ----------      ---------      ---------     ---------

        Net gain on investments               9,762,348      7,965,874      4,010,995        439,630        325,026       257,343
                                            -----------     ----------     ----------      ---------      ---------     ---------

Net increase in net assets
  resulting from operations                 $ 9,357,587     $7,719,849     $3,885,767      $ 379,581      $ 279,422     $ 221,328
                                            ===========     ==========     ==========      =========      =========     =========

<FN>
<F*>See Note 2C

See accompanying notes to the financial statements.                                                                (continued)




<PAGE>
<PAGE>

                                             GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                                     STATEMENTS OF OPERATIONS
                                           YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997
<CAPTION>
                                                             BOND INDEX                                MANAGED EQUITY
                                                           FUND DIVISION                                FUND DIVISION
                                              ---------------------------------------       --------------------------------------
                                                 1999          1998           1997            1999            1998          1997
                                              ---------      --------       ---------       ---------       --------      --------
<S>                                           <C>            <C>            <C>             <C>             <C>           <C>
Investment income<F*>                         $      --      $     --       $      --       $      --       $     --      $     --

Expenses:
  Mortality and expense charges - VUL-95        (21,090)      (19,385)        (14,601)        (26,939)       (23,907)      (20,327)
  Mortality and expense charges - VGSP           (7,750)       (5,292)         (3,943)         (6,933)       (10,512)       (4,370)
  Mortality and expense charges - VUL-100       (17,629)       (8,452)         (4,363)        (16,278)        (5,764)       (4,815)
  Mortality and expense charges - VUL-98         (2,506)           (1)              0            (485)            (4)            0
  Mortality and expense charges - JSVUL-98         (112)            0               0             (39)             0             0
                                              ---------      --------       ---------       ---------       --------      --------
    Total expenses                              (49,087)      (33,130)        (22,907)        (50,674)       (40,187)      (29,512)
                                              ---------      --------       ---------       ---------       --------      --------

Net investment expense                          (49,087)      (33,130)        (22,907)        (50,674)       (40,187)      (29,512)
                                              ---------      --------       ---------       ---------       --------      --------

Net realized gain (loss) on investments:
  Realized gain from distributions              370,745       251,095         165,804         302,748        629,297       251,405
  Realized gain (loss) on sales                 (13,113)       20,497        (176,276)        169,830         71,424        95,532
                                              ---------      --------       ---------       ---------       --------      --------

     Net realized gain (loss) on investments:   357,632       271,592         (10,472)        472,578        700,721       346,937
                                              ---------      --------       ---------       ---------       --------      --------

Net unrealized gain (loss) on investments:
  Unrealized gain (loss) on investments,
    beginning of period                          79,646        15,812        (234,659)        436,496        485,000       116,769
  Unrealized gain (loss) on investments,
    end of period                              (448,862)       79,646          15,812         110,752        436,496       485,000
                                              ---------      --------       ---------       ---------       --------      --------

      Net unrealized gain (loss) on
        investments                            (528,508)       63,834         250,471        (325,744)       (48,504)      368,231
                                              ---------      --------       ---------       ---------       --------      --------

        Net gain (loss) on investments         (170,876)      335,426         239,999         146,834        652,217       715,168
                                              ---------      --------       ---------       ---------       --------      --------

Net increase (decrease) in net assets
  resulting from operations                   $(219,963)     $302,296       $ 217,092       $  96,160       $612,030      $685,656
                                              =========      ========       =========       =========       ========      ========

<FN>
<F*>See Note 2C

See accompanying notes to the financial statements.                                                                  (continued)




<PAGE>
<PAGE>

                                            GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                                    STATEMENTS OF OPERATIONS
                                          YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997
<CAPTION>
                                                        ASSET ALLOCATION                            INTERNATIONAL INDEX
                                                          FUND DIVISION                              FUND DIVISION<F*>
                                            ----------------------------------------     ---------------------------------------
                                               1999           1998           1997           1999           1998          1997
                                            ----------     ----------     ----------     ----------     ----------     ---------
<S>                                         <C>            <C>            <C>            <C>            <C>            <C>
Investment income<F**>                      $       --     $       --     $       --     $       --     $       --     $      --

Expenses:
  Mortality and expense charges - VUL-95       (93,831)       (75,604)       (67,466)       (29,351)       (25,562)      (23,446)
  Mortality and expense charges - VGSP         (14,195)        (9,318)        (7,499)        (9,868)        (8,370)       (5,564)
  Mortality and expense charges - VUL-100      (20,890)       (12,005)        (5,279)       (16,070)       (11,491)       (6,468)
  Mortality and expense charges - VUL-98        (1,724)            (2)             0           (531)            (3)            0
  Mortality and expense charges - JSVUL-98        (167)             0              0            (83)             0             0
  Mortality and expense charges -
    Seed Money                                       0              0              0        (34,396)       (29,672)      (27,476)
                                            ----------     ----------     ----------     ----------     ----------     ---------
      Total expenses                          (130,807)       (96,929)       (80,244)       (90,299)       (75,098)      (62,954)
                                            ----------     ----------     ----------     ----------     ----------     ---------

Net investment expense                        (130,807)       (96,929)       (80,244)       (90,299)       (75,098)      (62,954)
                                            ----------     ----------     ----------     ----------     ----------     ---------

Net realized gain on investments:
  Realized gain from distributions             287,031      1,145,796        311,438        164,897        120,664       220,590
  Realized gain on sales                       804,253        230,635        195,821        295,829        220,991       136,741
                                            ----------     ----------     ----------     ----------     ----------     ---------

     Net realized gain on investments:       1,091,284      1,376,431        507,259        460,726        341,655       357,331
                                            ----------     ----------     ----------     ----------     ----------     ---------

Net unrealized gain on investments:
  Unrealized gain on investments,
    beginning of period                      2,336,704      1,762,536        657,734      1,297,560         69,016       268,331
  Unrealized gain on investments,
    end of period                            4,658,326      2,336,704      1,762,536      3,766,663      1,297,560        69,016
                                            ----------     ----------     ----------     ----------     ----------     ---------

      Net unrealized gain (loss) on
        investments                          2,321,622        574,168      1,104,802      2,469,103      1,228,544      (199,315)
                                            ----------     ----------     ----------     ----------     ----------     ---------

        Net gain on investments              3,412,906      1,950,599      1,612,061      2,929,829      1,570,199       158,016
                                            ----------     ----------     ----------     ----------     ----------     ---------

Net increase in net assets
  resulting from operations                 $3,282,099     $1,853,670     $1,531,817     $2,839,530     $1,495,101     $  95,062
                                            ==========     ==========     ==========     ==========     ==========     =========

<FN>
<F*>This fund was formerly known as the International Equity Fund.
<F**>See Note 2C

See accompanying notes to the financial statements.                                                               (continued)





<PAGE>
<PAGE>

                                            GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                                    STATEMENTS OF OPERATIONS
                                          YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997
<CAPTION>
                                                         MID-CAP EQUITY                                 SMALL-CAP EQUITY
                                                        FUND DIVISION<F*>                                FUND DIVISION
                                            ----------------------------------------     ----------------------------------------
                                               1999           1998           1997           1999           1998        1997<F***>
                                            ----------      ---------     ----------      ---------      ---------     ----------
<S>                                         <C>             <C>           <C>             <C>            <C>           <C>
Investment income<F**>                      $       --      $      --     $       --      $      --      $      --     $      --

Expenses:
  Mortality and expense charges - VUL-95       (28,421)       (29,781)       (26,828)        (4,815)        (4,514)         (787)
  Mortality and expense charges - VGSP         (13,677)       (13,465)        (7,567)        (6,607)        (4,623)         (869)
  Mortality and expense charges - VUL-100      (14,697)       (11,694)        (6,142)        (8,869)        (5,535)         (627)
  Mortality and expense charges - VUL-98          (524)            (2)             0           (674)            (2)            0
  Mortality and expense charges - JSVUL-98        (108)            (2)             0           (173)            (2)            0
                                            ----------      ---------     ----------      ---------      ---------     ---------
    Total expenses                             (57,427)       (54,944)       (40,537)       (21,138)       (14,676)       (2,283)
                                            ----------      ---------     ----------      ---------      ---------     ---------

Net investment expense                         (57,427)       (54,944)       (40,537)       (21,138)       (14,676)       (2,283)
                                            ----------      ---------     ----------      ---------      ---------     ---------

Net realized gain (loss) on investments:
  Realized gain from distributions              16,722        208,897        262,603        116,957        112,685       149,353
  Realized gain (loss) on sales                239,296        192,934        188,905       (200,146)       (67,010)        1,064
                                            ----------      ---------     ----------      ---------      ---------     ---------

     Net realized gain (loss) on
        investments:                           256,018        401,831        451,508        (83,189)        45,675       150,417
                                            ----------      ---------     ----------      ---------      ---------     ---------

Net unrealized gain (loss) on investments:
  Unrealized gain (loss) on investments,
    beginning of period                        389,305        969,578         24,121       (414,321)      (133,375)            0
  Unrealized gain (loss) on investments,
    end of period                            1,140,498        389,305        969,578       (439,908)      (414,321)     (133,375)
                                            ----------      ---------     ----------      ---------      ---------     ---------

      Net unrealized gain (loss) on
        investments                            751,193       (580,273)       945,457        (25,587)      (280,946)     (133,375)
                                            ----------      ---------     ----------      ---------      ---------     ---------

        Net gain (loss) on investments       1,007,211       (178,442)     1,396,965       (108,776)      (235,271)       17,042
                                            ----------      ---------     ----------      ---------      ---------     ---------

Net increase (decrease) in net assets
  resulting from operations                 $  949,784      $(233,386)    $1,356,428      $(129,914)     $(249,947)    $  14,759
                                            ==========      =========     ==========      =========      =========     =========
<FN>
<F*>This fund was formerly known as the Special Equity Fund.
<F**>See Note 2C
<F***>The Small-Cap Equity Fund began operations on May 1, 1997.

See accompanying notes to the financial statements.                                                               (continued)





<PAGE>
<PAGE>

                                             GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                                     STATEMENTS OF OPERATIONS
                                          YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997
<CAPTION>
                                                         EQUITY INCOME                                     GROWTH
                                                         FUND DIVISION                                 FUND DIVISION
                                            ----------------------------------------    ----------------------------------------
                                               1999           1998           1997           1999           1998           1997
                                            ----------     ----------     ----------    -----------    -----------    ----------
<S>                                         <C>            <C>            <C>           <C>            <C>            <C>
Investment income:
  Dividend income                           $  314,148     $  247,254     $  186,680    $    64,208    $   116,859    $   94,061

Expenses:
  Mortality and expense charges - VUL-95       (66,672)       (59,688)       (49,108)      (114,678)       (86,045)      (65,287)
  Mortality and expense charges - VGSP         (54,738)       (42,329)       (27,082)       (93,832)       (56,854)      (37,459)
  Mortality and expense charges - VUL-100      (63,116)       (63,128)       (34,605)      (132,573)       (84,948)      (42,613)
  Mortality and expense charges - VUL-98        (3,380)            (9)             0         (6,291)           (12)            0
  Mortality and expense charges - JSVUL-98        (250)            (2)             0           (559)             0             0
                                            ----------     ----------     ----------    -----------    -----------    ----------
    Total expenses                            (188,156)      (165,156)      (110,795)      (347,933)      (227,859)     (145,359)
                                            ----------     ----------     ----------    -----------    -----------    ----------

Net investment income (expense)                125,992         82,098         75,885       (283,725)      (111,000)      (51,298)
                                            ----------     ----------     ----------    -----------    -----------    ----------

Net realized gain on investments:
  Realized gain from distributions             694,432        879,933        938,582      4,037,056      3,056,780       421,033
  Realized gain on sales                       803,421      1,352,865        310,747      1,981,320      1,016,065       381,175
                                            ----------     ----------     ----------    -----------    -----------    ----------

     Net realized gain on investments:       1,497,853      2,232,798      1,249,329      6,018,376      4,072,845       802,208
                                            ----------     ----------     ----------    -----------    -----------    ----------

Net unrealized gain on investments:
  Unrealized gain on investments,
    beginning of period                      3,031,759      3,330,524      1,528,943     10,185,551      4,728,383     2,039,425
  Unrealized gain on investments,
    end of period                            2,561,251      3,031,759      3,330,524     18,619,738     10,185,551     4,728,383
                                            ----------     ----------     ----------    -----------    -----------    ----------

      Net unrealized gain (loss) on
        investments                           (470,508)      (298,765)     1,801,581      8,434,187      5,457,168     2,688,958
                                            ----------     ----------     ----------    -----------    -----------    ----------

        Net gain on investments              1,027,345      1,934,033      3,050,910     14,452,563      9,530,013     3,491,166
                                            ----------     ----------     ----------    -----------    -----------    ----------

Net increase in net assets
  resulting from operations                 $1,153,337     $2,016,131     $3,126,795    $14,168,838    $ 9,419,013    $3,439,868
                                            ==========     ==========     ==========    ===========    ===========    ==========

See accompanying notes to the financial statements.                                                               (continued)




<PAGE>
<PAGE>

                                            GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                                    STATEMENTS OF OPERATIONS
                                          YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997
<CAPTION>
                                                             OVERSEAS                                   ASSET MANAGER
                                                          FUND DIVISION                                 FUND DIVISION
                                            ----------------------------------------       -------------------------------------
                                               1999            1998           1997           1999           1998          1997
                                            ----------       --------       --------       --------       --------       -------
<S>                                         <C>              <C>            <C>            <C>            <C>            <C>
Investment income:
  Dividend income                           $  155,887       $163,318       $ 98,942       $ 41,846       $ 21,154       $ 9,219

Expenses:
  Mortality and expense charges - VUL-95       (44,402)       (38,993)       (32,823)        (1,503)          (806)         (219)
  Mortality and expense charges - VGSP         (25,313)       (20,879)       (15,095)        (2,528)        (1,194)         (597)
  Mortality and expense charges - VUL-100      (19,996)       (15,142)        (9,246)        (9,469)        (5,819)       (2,776)
  Mortality and expense charges - VUL-98        (1,027)            (1)             0         (1,934)            (4)            0
  Mortality and expense charges - JSVUL-98        (102)            (2)             0             (4)             0             0
                                            ----------       --------       --------       --------       --------       -------
    Total expenses                             (90,840)       (75,017)       (57,164)       (15,438)        (7,823)       (3,592)
                                            ----------       --------       --------       --------       --------       -------

Net investment income                           65,047         88,301         41,778         26,408         13,331         5,627
                                            ----------       --------       --------       --------       --------       -------

Net realized gain on investments:
  Realized gain from distributions             251,431        481,359        392,769         53,005         63,464        23,126
  Realized gain on sales                       344,512        205,251         73,551         31,755         11,108        10,620
                                            ----------       --------       --------       --------       --------       -------

     Net realized gain on investments:         595,943        686,610        466,320         84,760         74,572        33,746
                                            ----------       --------       --------       --------       --------       -------

Net unrealized gain on investments:
  Unrealized gain on investments,
    beginning of period                        898,037        701,980        639,437         93,508         54,259        19,793
  Unrealized gain on investments,
    end of period                            4,550,473        898,037        701,980        178,795         93,508        54,259
                                            ----------       --------       --------       --------       --------       -------

      Net unrealized gain on investments     3,652,436        196,057         62,543         85,287         39,249        34,466
                                            ----------       --------       --------       --------       --------       -------

        Net gain on investments              4,248,379        882,667        528,863        170,047        113,821        68,212
                                            ----------       --------       --------       --------       --------       -------

Net increase in net assets
  resulting from operations                 $4,313,426       $970,968       $570,641       $196,455       $127,152       $73,839
                                            ==========       ========       ========       ========       ========       =======

See accompanying notes to the financial statements.                                                               (continued)




<PAGE>
<PAGE>

                                           GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                                   STATEMENTS OF OPERATIONS
                                         YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997
<CAPTION>
                                                           HIGH INCOME                            WORLDWIDE HARD ASSETS
                                                          FUND DIVISION                             FUND DIVISION<F*>
                                              --------------------------------------     --------------------------------------
                                                 1999         1998            1997         1999          1998            1997
                                              ---------     ---------       --------     ---------     ---------       --------
<S>                                           <C>           <C>             <C>          <C>           <C>             <C>
Investment income:
  Dividend income                             $ 282,249     $ 162,896       $ 91,441     $   3,217     $   1,564       $  3,388

Expenses:
  Mortality and expense charges - VUL-95         (2,058)       (2,432)        (2,255)         (722)         (759)          (754)
  Mortality and expense charges - VGSP           (6,873)       (7,426)        (4,993)         (316)         (180)          (186)
  Mortality and expense charges - VUL-100       (19,402)      (10,806)        (6,583)       (1,242)       (1,123)          (917)
  Mortality and expense charges - VUL-98           (938)           (3)             0           (23)            0              0
  Mortality and expense charges - JSVUL-98         (284)           (2)             0             0             0              0
                                              ---------     ---------       --------     ---------     ---------       --------
    Total expenses                              (29,555)      (20,669)       (13,831)       (2,303)       (2,062)        (1,857)
                                              ---------     ---------       --------     ---------     ---------       --------

Net investment income (expense)                 252,694       142,227         77,610           914          (498)         1,531
                                              ---------     ---------       --------     ---------     ---------       --------

Net realized gain (loss) on investments:
  Realized gain from distributions               10,551       103,507         11,302             0        38,415          4,590
  Realized gain (loss) on sales                (195,235)       17,158         17,736       (40,905)      (23,214)        (1,380)
                                              ---------     ---------       --------     ---------     ---------       --------

     Net realized gain (loss) on investments:  (184,684)      120,665         29,038       (40,905)       15,201          3,210
                                              ---------     ---------       --------     ---------     ---------       --------

Net unrealized gain (loss) on investments:
  Unrealized gain (loss) on investments,
    beginning of period                        (198,858)      220,773         57,062      (115,608)      (10,760)         3,346
  Unrealized gain (loss) on investments,
    end of period                               (27,408)     (198,858)       220,773       (28,094)     (115,608)       (10,760)
                                              ---------     ---------       --------     ---------     ---------       --------

      Net unrealized gain (loss) on
        investments                             171,450      (419,631)       163,711        87,514      (104,848)       (14,106)
                                              ---------     ---------       --------     ---------     ---------       --------

        Net gain (loss) on investments          (13,234)     (298,966)       192,749        46,609       (89,647)       (10,896)
                                              ---------     ---------       --------     ---------     ---------       --------

Net increase (decrease) in net assets
  resulting from operations                   $ 239,460     $(156,739)      $270,359     $  47,523     $ (90,145)      $ (9,365)
                                              =========     =========       ========     =========     =========       ========
<FN>
<F*>This fund was formerly known as the Gold & Natural Resources Fund.

See accompanying notes to the financial statements.                                                              (continued)

<PAGE>
<PAGE>

                                                GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                                        STATEMENTS OF OPERATIONS
                                        PERIOD AND YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997

<CAPTION>
                                                                   WORLDWIDE
                                                               EMERGING MARKETS                    MULTI-STYLE EQUITY
                                                                 FUND DIVISION                     FUND DIVISION<F**>
                                                              -------------------        -------------------------------------

                                                                1999     1998<F*>           1999           1998          1997
                                                              --------   --------        ----------     ----------     -------
<S>                                                           <C>          <C>           <C>            <C>            <C>
Investment income                                             $     0      $   0         $  104,649     $   34,444     $   599

Expenses:
  Mortality and expense charges - VUL-95                          (32)         0             (3,542)          (344)          0
  Mortality and expense charges - VGSP                            (88)         0            (65,628)       (27,236)       (996)
  Mortality and expense charges - VUL-100                        (340)         0             (3,741)          (164)          0
  Mortality and expense charges - Russell VUL                       0          0            (19,658)       (12,992)     (1,582)
  Mortality and expense charges - VUL-98                         (115)        (2)            (1,847)           (20)          0
  Mortality and expense charges - JSVUL-98                         (8)         0               (282)            (4)          0
                                                              -------      -----         ----------     ----------     -------
    Total expenses                                               (583)        (2)           (94,698)       (40,760)     (2,578)
                                                              -------      -----         ----------     ----------     -------

Net investment income (expense)                                  (583)        (2)             9,951         (6,316)     (1,979)
                                                              -------      -----         ----------     ----------     -------

Net realized gain on investments:
  Realized gain from distributions                                  0          0          1,357,954         72,664           0
  Realized gain (loss) on sales                                29,159          0            281,283         66,462       5,224
                                                              -------      -----         ----------     ----------     -------

     Net realized gain on investments:                         29,159          0          1,639,237        139,126       5,224
                                                              -------      -----         ----------     ----------     -------

Net unrealized gain (loss) on investments:
  Unrealized gain on investments,
    beginning of period                                           143          0          1,504,566          1,553           0
  Unrealized gain (loss) on investments,
    end of period                                              44,010        143          2,118,228      1,504,566       1,553
                                                              -------      -----         ----------     ----------     -------

      Net unrealized gain (loss) on investments                43,867        143            613,662      1,503,013       1,553
                                                              -------      -----         ----------     ----------     -------

        Net gain (loss) on investments                         73,026        143          2,252,899      1,642,139       6,777
                                                              -------      -----         ----------     ----------     -------

Net increase (decrease) in net assets
  resulting from operations                                   $72,443      $ 141         $2,262,850     $1,635,823     $ 4,798
                                                              =======      =====         ==========     ==========     =======


<FN>
<F*>The Worldwide Emerging Markets Fund began operations on September 15, 1998.
<F**>The Multi-Style Equity Fund and the Core Bond Fund began operations on January 2, 1997.                      (continued)


See accompanying notes to the financial statements.

<PAGE>
<CAPTION>
                                                                           CORE BOND
                                                                       FUND DIVISION<F**>
                                                              ----------------------------------

                                                                 1999         1998        1997
                                                              ---------     --------     -------
<S>                                                           <C>           <C>          <C>
Investment income                                             $ 476,170     $157,233     $ 2,483

Expenses:
  Mortality and expense charges - VUL-95                           (500)         (84)          0
  Mortality and expense charges - VGSP                          (36,113)     (17,465)       (408)
  Mortality and expense charges - VUL-100                        (1,424)         (20)          0
  Mortality and expense charges - Russell VUL                    (8,800)      (6,579)     (1,146)
  Mortality and expense charges - VUL-98                         (1,426)          (2)          0
  Mortality and expense charges - JSVUL-98                         (118)          (2)          0
                                                              ---------     --------     -------
    Total expenses                                              (48,381)     (24,152)     (1,554)
                                                              ---------     --------     -------

Net investment income (expense)                                 427,789      133,081         929
                                                              ---------     --------     -------

Net realized gain on investments:
  Realized gain from distributions                              292,845        8,034           0
  Realized gain (loss) on sales                                 (62,678)      27,645         705
                                                              ---------     --------     -------

     Net realized gain on investments:                          230,167       35,679         705
                                                              ---------     --------     -------

Net unrealized gain (loss) on investments:
  Unrealized gain on investments,
    beginning of period                                          99,544       27,482           0
  Unrealized gain (loss) on investments,
    end of period                                              (651,116)      99,544      27,482
                                                              ---------     --------     -------

      Net unrealized gain (loss) on investments                (750,660)      72,062      27,482
                                                              ---------     --------     -------

        Net gain (loss) on investments                         (520,493)     107,741      28,187
                                                              ---------     --------     -------

Net increase (decrease) in net assets
  resulting from operations                                   $ (92,704)    $240,822     $29,116
                                                              =========     ========     =======


<FN>
<F**>The Multi-Style Equity Fund and the Core Bond Fund began operations on January 2, 1997.                      (continued)


See accompanying notes to the financial statements.




<PAGE>
<PAGE>

                                                 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                                         STATEMENTS OF OPERATIONS
                                               YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997

<CAPTION>
                                                        AGGRESSIVE EQUITY                                   NON-US
                                                        FUND DIVISION<F*>                              FUND DIVISION<F*>
                                              -----------------------------------          --------------------------------------

                                                1999          1998          1997              1999           1998          1997
                                              --------      --------      -------          ----------      --------      --------
<S>                                           <C>           <C>           <C>              <C>             <C>           <C>
Investment income:
  Dividend income                             $ 13,632      $  3,204      $    23          $   75,751      $ 18,758      $      0

Expenses:
  Mortality and expense charges - VUL-95        (1,191)         (233)           0              (1,218)         (207)            0
  Mortality and expense charges - VGSP         (15,730)       (9,648)        (505)            (16,258)       (9,418)         (496)
  Mortality and expense charges - VUL-100         (891)          (47)           0              (1,045)          (21)            0
  Mortality and expense charges -
    Russell VUL                                 (6,519)       (5,729)        (682)             (5,664)       (3,734)         (649)
  Mortality and expense charges - VUL-98        (1,111)          (18)           0                (458)           (3)            0
  Mortality and expense charges - JSVUL-98         (84)            0            0                 (98)           (2)            0
                                              --------      --------      -------          ----------      --------      --------
    Total expenses                             (25,526)      (15,675)      (1,187)            (24,741)      (13,385)       (1,145)
                                              --------      --------      -------          ----------      --------      --------

Net investment income (expense)                (11,894)      (12,471)      (1,164)             51,010         5,373        (1,145)
                                              --------      --------      -------          ----------      --------      --------

Net realized gain (loss) on investments:
  Realized gain from distributions              21,933       103,600            0             104,370         5,331             0
  Realized gain (loss) on sales                (47,751)      (61,039)       2,158             109,735       (18,787)           78
                                              --------      --------      -------          ----------      --------      --------

     Net realized gain (loss) on
       investments:                            (25,818)       42,561        2,158             214,105       (13,456)           78
                                              --------      --------      -------          ----------      --------      --------

Net unrealized gain (loss) on investments:
  Unrealized gain (loss) on investments,
    beginning of period                        (22,415)       23,627            0             160,666       (57,317)            0
  Unrealized gain (loss) on investments,
    end of period                              318,975       (22,415)      23,627           1,132,570       160,666       (57,317)
                                              --------      --------      -------          ----------      --------      --------

      Net unrealized gain (loss) on
        investments                            341,390       (46,042)      23,627             971,904       217,983       (57,317)
                                              --------      --------      -------          ----------      --------      --------

        Net gain (loss) on investments         315,572        (3,481)      25,785           1,186,009       204,527       (57,239)
                                              --------      --------      -------          ----------      --------      --------

Net increase (decrease) in net assets
  resulting from operations                   $303,678      $(15,952)     $24,621          $1,237,019      $209,900      $(58,384)
                                              ========      ========      =======          ==========      ========      ========

<FN>
<F*>The Aggressive Equity Fund and the Non-US Fund began operations on January 2, 1997.



See accompanying notes to the financial statements.                                                                   (continued)




<PAGE>
<PAGE>

                                                  GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                                          STATEMENTS OF OPERATIONS
                                                  YEARS ENDED DECEMBER 31, 1999, AND 1998

<CAPTION>
                                                   INCOME & GROWTH               INTERNATIONAL                     VALUE
                                                    FUND DIVISION                FUND DIVISION                 FUND DIVISION
                                                ---------------------        ----------------------       ----------------------

                                                  1999       1998<F*>          1999        1998<F*>         1999        1998<F*>
                                                -------      --------        --------      --------       --------      --------
<S>                                             <C>           <C>            <C>            <C>           <C>            <C>
Investment income:
  Dividend income                               $     8       $  35          $      0       $   0         $     48       $   0

Expenses:
  Mortality and expense charges - VUL-95            (39)          0               (12)          0                0           0
  Mortality and expense charges - VGSP              (31)          0               (92)          0              (22)          0
  Mortality and expense charges - VUL-100          (680)          0              (389)          0             (305)          0
  Mortality and expense charges - VUL-98         (1,556)         (3)             (475)          0             (208)         (1)
  Mortality and expense charges - JSVUL-98          (58)          0               (21)          0               (6)          0
                                                -------       -----          --------       -----         --------       -----
    Total expenses                               (2,364)         (3)             (989)          0             (541)         (1)
                                                -------       -----          --------       -----         --------       -----

Net investment income (expense)                  (2,356)         32              (989)          0             (493)         (1)
                                                -------       -----          --------       -----         --------       -----

Net realized gain on investments:
  Realized gain from distributions                    0           0                 0           0              450           0
  Realized gain (loss) on sales                  34,901          12            49,932           5          (14,864)          0
                                                -------       -----          --------       -----         --------       -----

     Net realized gain (loss) on investments:    34,901          12            49,932           5          (14,414)          0
                                                -------       -----          --------       -----         --------       -----

Net unrealized gain on investments:
  Unrealized gain on investments,
    beginning of period                             471           0                45           0               85           0
  Unrealized gain on investments,
    end of period                                43,675         471           120,672          45            1,835          85
                                                -------       -----          --------       -----         --------       -----

      Net unrealized gain on investments         43,204         471           120,627          45            1,750          85
                                                -------       -----          --------       -----         --------       -----

        Net gain (loss) on investments           78,105         483           170,559          50          (12,664)         85
                                                -------       -----          --------       -----         --------       -----

Net increase (decrease) in net assets
  resulting from operations                     $75,749       $ 515          $169,570       $  50         $(13,157)      $  84
                                                =======       =====          ========       =====         ========       =====

<FN>
<F*>The Income & Growth Fund, International Fund, and Value Fund began operations on September 15, 1998.           (continued)

See accompanying notes to the financial statements.




<PAGE>
<PAGE>

                                                  GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                                           STATEMENTS OF OPERATIONS
                                                  YEARS ENDED DECEMBER 31, 1999, AND 1998

<CAPTION>
                                                        BOND PORTFOLIO               SMALL COMPANY
                                                        FUND DIVISION                FUND DIVISION
                                                    ---------------------       ----------------------

                                                      1999       1998<F*>         1999        1998<F*>
                                                    --------     --------       --------      --------
<S>                                                 <C>           <C>           <C>            <C>
Investment income:
  Dividend income                                   $ 2,328       $   0         $    104       $   4

Expenses:
  Mortality and expense charges - VUL-95                (15)          0              (36)          0
  Mortality and expense charges - VGSP                  (20)          0              (91)          0
  Mortality and expense charges - VUL-100                (8)          0              (32)          0
  Mortality and expense charges - VUL-98               (171)         (1)            (519)         (4)
  Mortality and expense charges - JSVUL-98               (7)          0              (53)          0
                                                    -------       -----         --------       -----
    Total expenses                                     (221)         (1)            (731)         (4)
                                                    -------       -----         --------       -----

Net investment income (expense)                       2,107          (1)            (627)          0
                                                    -------       -----         --------       -----

Net realized gain (loss) on investments:
  Realized gain from distributions                       40           0           11,337          71
  Realized gain (loss) on sales                        (262)          0            4,540           9
                                                    -------       -----         --------       -----

     Net realized gain (loss) on investments:          (222)          0           15,877          80
                                                    -------       -----         --------       -----

Net unrealized gain (loss) on investments:
  Unrealized gain on investments,
    beginning of period                                   3           0              187           0
  Unrealized gain (loss) on investments,
    end of period                                    (2,015)          3           96,610         187
                                                    -------       -----         --------       -----

      Net unrealized gain (loss) on investments      (2,018)          3           96,423         187
                                                    -------       -----         --------       -----

        Net gain (loss) on investments               (2,240)          3          112,300         267
                                                    -------       -----         --------       -----

Net increase (decrease) in net assets
  resulting from operations                         $  (133)      $   2         $111,673       $ 267
                                                    =======       =====         ========       =====

<FN>
<F*>The Bond Portfolio Fund and Small Company Portfolio Fund began operations on September 15, 1998.



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





<PAGE>
<PAGE>
<TABLE>

                                                 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                                    STATEMENTS OF CHANGES IN NET ASSETS
                                              YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997



<CAPTION>
                                                         S & P 500 INDEX                                 MONEY MARKET
                                                          FUND DIVISION                                 FUND DIVISION
                                           -----------------------------------------      --------------------------------------

                                               1999           1998           1997            1999          1998          1997
                                           -----------    -----------    -----------      ----------    ----------    ----------
<S>                                        <C>            <C>            <C>              <C>           <C>           <C>
Operations:
  Net investment expense                   $  (404,761)   $  (246,025)   $  (125,228)     $  (60,049)   $  (45,604)   $  (36,015)
  Net realized gain on investments           6,020,806      3,142,731      2,484,096         548,377       435,619        73,476
  Net unrealized gain (loss) on
    investments                              3,741,542      4,823,143      1,526,899        (108,747)     (110,593)      183,867
                                           -----------    -----------    -----------      ----------    ----------    ----------

    Net increase in net assets
      resulting from operations              9,357,587      7,719,849      3,885,767         379,581       279,422       221,328

  Net deposits into (deductions from)
      Separate Account                       8,977,500     14,119,467      2,209,424       2,797,074    (2,860,090)      932,501
                                           -----------    -----------    -----------      ----------    ----------    ----------

    Increase (decrease) in net assets       18,335,087     21,839,316      6,095,191       3,176,655    (2,580,668)    1,153,829
  Net assets, beginning of period           42,417,639     20,578,323     14,483,132       6,735,587     9,316,255     8,162,426
                                           -----------    -----------    -----------      ----------    ----------    ----------

  Net assets, end of period                $60,752,726    $42,417,639    $20,578,323      $9,912,242    $6,735,587    $9,316,255
                                           ===========    ===========    ===========      ==========    ==========    ==========






See accompanying notes to the financial statements.                                                                 (continued)



<PAGE>
<PAGE>

                                                 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                                   STATEMENTS OF CHANGES IN NET ASSETS
                                              YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997



<CAPTION>
                                                          BOND INDEX                                 MANAGED EQUITY
                                                         FUND DIVISION                               FUND DIVISION
                                           ---------------------------------------      --------------------------------------

                                              1999          1998           1997            1999          1998          1997
                                           ----------    ----------    -----------      ----------    ----------    ----------
<S>                                        <C>           <C>           <C>              <C>           <C>           <C>
Operations:
  Net investment expense                   $  (49,087)   $  (33,130)   $   (22,907)     $  (50,674)   $  (40,187)   $  (29,512)
  Net realized gain (loss) on investments     357,632       271,592        (10,472)        472,578       700,721       346,937
  Net unrealized gain (loss) on
    investments                              (528,508)       63,834        250,471        (325,744)      (48,504)      368,231
                                           ----------    ----------    -----------      ----------    ----------    ----------

    Net increase in net assets
      resulting from operations              (219,963)      302,296        217,092          96,160       612,030       685,656

  Net deposits into (deductions from)
      Separate Account                      1,249,584     1,356,281     (3,532,130)        761,498       679,065       779,803
                                           ----------    ----------    -----------      ----------    ----------    ----------

    Increase (decrease)  in net assets      1,029,621     1,658,577     (3,315,038)        857,658     1,291,095     1,465,459
  Net assets, beginning of period           5,107,121     3,448,544      6,763,582       5,526,410     4,235,315     2,769,856
                                           ----------    ----------    -----------      ----------    ----------    ----------

  Net assets, end of period                $6,136,742    $5,107,121    $ 3,448,544      $6,384,068    $5,526,410    $4,235,315
                                           ==========    ==========    ===========      ==========    ==========    ==========






See accompanying notes to the financial statements.                                                                (continued)




<PAGE>
<PAGE>

                                               GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                                  STATEMENTS OF CHANGES IN NET ASSETS
                                              YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997



<CAPTION>
                                                        ASSET ALLOCATION                             INTERNATIONAL INDEX
                                                          FUND DIVISION                               FUND DIVISION<F*>
                                           -----------------------------------------      ---------------------------------------

                                               1999           1998          1997             1999           1998          1997
                                           -----------    -----------    -----------      -----------    ----------    ----------
<S>                                        <C>            <C>            <C>              <C>            <C>           <C>
Operations:
  Net investment expense                   $  (130,807)   $   (96,929)   $   (80,244)     $   (90,299)   $  (75,098)   $  (62,954)
  Net realized gain on investments           1,091,284      1,376,431        507,259          460,726       341,655       357,331
  Net unrealized gain (loss) on
    investments                              2,321,622        574,168      1,104,802        2,469,103     1,228,544      (199,315)
                                           -----------    -----------    -----------      -----------    ----------    ----------

    Net increase in net assets
      resulting from operations              3,282,099      1,853,670      1,531,817        2,839,530     1,495,101        95,062

  Net deposits into
      Separate Account                       1,858,100      1,102,997        909,812          237,255       557,433       979,833
                                           -----------    -----------    -----------      -----------    ----------    ----------

    Increase in net assets                   5,140,199      2,956,667      2,441,629        3,076,785     2,052,534     1,074,895
  Net assets, beginning of period           13,432,972     10,476,305      8,034,676        9,916,827     7,864,293     6,789,398
                                           -----------    -----------    -----------      -----------    ----------    ----------

  Net assets, end of period                $18,573,171    $13,432,972    $10,476,305      $12,993,612    $9,916,827    $7,864,293
                                           ===========    ===========    ===========      ===========    ==========    ==========



<FN>
<F*>This fund was formerly known as the International Equity Fund.

See accompanying notes to the financial statements.                                                                  (continued)




<PAGE>
<PAGE>

                                                 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                                   STATEMENTS OF CHANGES IN NET ASSETS
                                              YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997



<CAPTION>
                                                        MID-CAP EQUITY                            SMALL-CAP EQUITY
                                                       FUND DIVISION<F*>                            FUND DIVISION
                                           --------------------------------------      --------------------------------------

                                              1999          1998          1997            1999          1998        1997<F**>
                                           ----------    ----------    ----------      ----------    ----------    ----------
<S>                                        <C>           <C>           <C>             <C>           <C>           <C>
Operations:
  Net investment expense                   $  (57,427)   $  (54,944)   $  (40,537)     $  (21,138)   $  (14,676)   $   (2,283)
  Net realized gain (loss) on investments     256,018       401,831       451,508         (83,189)       45,675       150,417
  Net unrealized gain (loss) on
    investments                               751,193      (580,273)      945,457         (25,587)     (280,946)     (133,375)
                                           ----------    ----------    ----------      ----------    ----------    ----------

    Net increase (decrease) in net assets
      resulting from operations               949,784      (233,386)    1,356,428        (129,914)     (249,947)       14,759

  Net deposits into (deductions from)
      Separate Account                         26,099     1,376,768       793,111         672,746     1,480,805     1,129,095
                                           ----------    ----------    ----------      ----------    ----------    ----------

    Increase in net assets                    975,883     1,143,382     2,149,539         542,832     1,230,858     1,143,854
  Net assets, beginning of period           7,378,098     6,234,716     4,085,177       2,374,712     1,143,854             0
                                           ----------    ----------    ----------      ----------    ----------    ----------

  Net assets, end of period                $8,353,981    $7,378,098    $6,234,716      $2,917,544    $2,374,712    $1,143,854
                                           ==========    ==========    ==========      ==========    ==========    ==========


<FN>
<F*>This fund was formerly known as the Special Equity Fund.
<F**>The Small-Cap Equity Fund began operations on May 1, 1997.

See accompanying notes to the financial statements.                                                              (continued)




<PAGE>
<PAGE>

                                                 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                                   STATEMENTS OF CHANGES IN NET ASSETS
                                              YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997



<CAPTION>
                                                          EQUITY INCOME                                    GROWTH
                                                          FUND DIVISION                                FUND DIVISION
                                           -----------------------------------------     -----------------------------------------

                                               1999          1998           1997            1999           1998           1997
                                           -----------    -----------    -----------     -----------    -----------    -----------
<S>                                        <C>            <C>            <C>             <C>            <C>            <C>
Operations:
  Net investment income (expense)          $   125,992    $    82,098    $    75,885     $  (283,725)   $  (111,000)   $   (51,298)
  Net realized gain on investments           1,497,853      2,232,798      1,249,329       6,018,376      4,072,845        802,208
  Net unrealized gain (loss) on
    investments                               (470,508)      (298,765)     1,801,581       8,434,187      5,457,168      2,688,958
                                           -----------    -----------    -----------     -----------    -----------    -----------

    Net increase in net assets
      resulting from operations              1,153,337      2,016,131      3,126,795      14,168,838      9,419,013      3,439,868

  Net deposits into
      Separate Account                       2,171,008      1,818,144      3,516,214       6,264,467      3,631,816      5,418,111
                                           -----------    -----------    -----------     -----------    -----------    -----------

    Increase in net assets                   3,324,345      3,834,275      6,643,009      20,433,305     13,050,829      8,857,979
  Net assets, beginning of period           20,830,092     16,995,817     10,352,808      35,279,420     22,228,591     13,370,612
                                           -----------    -----------    -----------     -----------    -----------    -----------

  Net assets, end of period                $24,154,437    $20,830,092    $16,995,817     $55,712,725    $35,279,420    $22,228,591
                                           ===========    ===========    ===========     ===========    ===========    ===========






See accompanying notes to the financial statements.                                                                   (continued)


<PAGE>
<PAGE>

                                                GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                                   STATEMENTS OF CHANGES IN NET ASSETS
                                              YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997



<CAPTION>
                                                            OVERSEAS                                 ASSET MANAGER
                                                         FUND DIVISION                               FUND DIVISION
                                           ---------------------------------------       ------------------------------------

                                               1999          1998          1997             1999          1998         1997
                                           -----------    ----------    ----------       ----------    ----------    --------
<S>                                        <C>            <C>           <C>              <C>           <C>           <C>
Operations:
  Net investment income                    $    65,047    $   88,301    $   41,778       $   26,408    $   13,331    $  5,627
  Net realized gain on investments             595,943       686,610       466,320           84,760        74,572      33,746
  Net unrealized gain on investments         3,652,436       196,057        62,543           85,287        39,249      34,466
                                           -----------    ----------    ----------       ----------    ----------    --------

    Net increase in net assets
      resulting from operations              4,313,426       970,968       570,641          196,455       127,152      73,839

  Net deposits into
      Separate Account                         765,467       830,006     2,154,913          984,955       531,902     227,154
                                           -----------    ----------    ----------       ----------    ----------    --------

    Increase in net assets                   5,078,893     1,800,974     2,725,554        1,181,410       659,054     300,993
  Net assets, beginning of period            9,972,458     8,171,484     5,445,930        1,236,511       577,457     276,464
                                           -----------    ----------    ----------       ----------    ----------    --------

  Net assets, end of period                $15,051,351    $9,972,458    $8,171,484       $2,417,921    $1,236,511    $577,457
                                           ===========    ==========    ==========       ==========    ==========    ========






See accompanying notes to the financial statements.                                                              (continued)




<PAGE>
<PAGE>

                                                 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                                   STATEMENTS OF CHANGES IN NET ASSETS
                                              YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997



<CAPTION>
                                                          HIGH INCOME                          WORLDWIDE HARD ASSETS
                                                         FUND DIVISION                           FUND DIVISION<F*>
                                            --------------------------------------       --------------------------------

                                               1999          1998          1997            1999        1998        1997
                                            ----------    ----------    ----------       --------    --------    --------
<S>                                         <C>           <C>           <C>              <C>         <C>         <C>
Operations:
  Net investment income (expense)           $  252,694    $  142,227    $   77,610       $    914    $   (498)   $  1,531
  Net realized gain (loss) on investments     (184,684)      120,665        29,038        (40,905)     15,201       3,210
  Net unrealized gain (loss) on
    investments                                171,450      (419,631)      163,711         87,514    (104,848)    (14,106)
                                            ----------    ----------    ----------       --------    --------    --------

    Net increase (decrease) in net assets
      resulting from operations                239,460      (156,739)      270,359         47,523     (90,145)     (9,365)

  Net deposits into
      Separate Account                       1,146,113       970,866       711,529         47,731      41,428      92,851
                                            ----------    ----------    ----------       --------    --------    --------

    Increase (decrease) in net assets        1,385,573       814,127       981,888         95,254     (48,717)     83,486
  Net assets, beginning of period            2,987,046     2,172,919     1,191,031        221,088     269,805     186,319
                                            ----------    ----------    ----------       --------    --------    --------

  Net assets, end of period                 $4,372,619    $2,987,046    $2,172,919       $316,342    $221,088    $269,805
                                            ==========    ==========    ==========       ========    ========    ========


<FN>
<F*>This fund was formerly known as the Gold & Natural Rescources Fund.


See accompanying notes to the financial statements.                                                          (continued)




<PAGE>
<PAGE>

                                  GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                    STATEMENTS OF CHANGES IN NET ASSETS
                                YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997


<CAPTION>
                                                                     WORLDWIDE
                                                                 EMERGING MARKETS                    MULTI-STYLE EQUITY
                                                                   FUND DIVISION                     FUND DIVISION<F**>
                                                              ---------------------     ------------------------------------------

                                                                1999       1998<F*>         1999           1998            1997
                                                              --------     --------      -----------    -----------     ----------
<S>                                                           <C>           <C>          <C>             <C>            <C>
Operations:
  Net investment income (expense)                             $   (583)     $   (2)      $     9,951    $    (6,316)    $   (1,979)
  Net realized gain on investments                              29,159           0         1,639,237        139,126          5,224
  Net unrealized gain (loss) on investments                     43,867         143           613,662      1,503,013          1,553
                                                              --------      ------       -----------    -----------     ----------

    Net increase (decrease) in net assets
      resulting from operations                                 72,443         141         2,262,850      1,635,823          4,798

  Net deposits into
      Separate Account                                         194,510       1,700         3,014,155      7,540,459      2,534,482
                                                              --------      ------       -----------    -----------     ----------

    Increase in net assets                                     266,953       1,841         5,277,005      9,176,282      2,539,280
  Net assets, beginning of period                                1,841           0        11,715,562      2,539,280              0
                                                              --------      ------       -----------    -----------     ----------

  Net assets, end of period                                   $268,794      $1,841       $16,992,567    $11,715,562     $2,539,280
                                                              ========      ======       ===========    ===========     ==========


<CAPTION>
                                                                             CORE BOND
                                                                         FUND DIVISION<F**>
                                                              --------------------------------------

                                                                 1999          1998          1997
                                                              ----------    ----------    ----------
<S>                                                           <C>           <C>           <C>
Operations:
  Net investment income (expense)                             $  427,789    $  133,081    $      929
  Net realized gain on investments                               230,167        35,679           705
  Net unrealized gain (loss) on investments                     (750,660)       72,062        27,482
                                                              ----------    ----------    ----------

    Net increase (decrease) in net assets
      resulting from operations                                  (92,704)      240,822        29,116

  Net deposits into
      Separate Account                                         3,244,804     5,262,341     1,125,291
                                                              ----------    ----------    ----------

    Increase in net assets                                     3,152,100     5,503,163     1,154,407
  Net assets, beginning of period                              6,657,570     1,154,407             0
                                                              ----------    ----------    ----------

  Net assets, end of period                                   $9,809,670    $6,657,570    $1,154,407
                                                              ==========    ==========    ==========

<FN>
<F*>The Worldwide Emerging Markets Fund Fund began operations on September 15,1998.
<F**>The Multi-Style Equity Fund, and Core Bond Fund began operations on January 2, 1997.

See accompanying notes to the financial statements.                                                                    (continued)




<PAGE>
<PAGE>

                                                GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                                  STATEMENTS OF CHANGES IN NET ASSETS
                                              YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997



<CAPTION>
                                                           AGGRESSIVE EQUITY                               NON-US
                                                           FUND DIVISION<F*>                          FUND DIVISION<F*>
                                               --------------------------------------       ------------------------------------


                                                   1999          1998         1997             1999          1998         1997
                                               ----------    ----------    ----------       ----------    ----------    --------
<S>                                            <C>           <C>           <C>              <C>           <C>           <C>
Operations:
   Net investment income (expense)             $  (11,894)   $  (12,471)   $   (1,164)      $   51,010    $    5,373    $ (1,145)
   Net realized gain (loss) on investments        (25,818)       42,561         2,158          214,105       (13,456)         78
   Net unrealized gain (loss) on investments      341,390       (46,042)       23,627          971,904       217,983     (57,317)
                                               ----------    ----------    ----------       ----------    ----------    --------

     Net increase (decrease) in net assets
       resulting from operations                  303,678       (15,952)       24,621        1,237,019       209,900     (58,384)

   Net deposits into
     Separate Account                             607,124     2,627,723     1,320,804          349,703     2,418,138     842,227
                                               ----------    ----------    ----------       ----------    ----------    --------

     Increase in net assets                       910,802     2,611,771     1,345,425        1,586,722     2,628,038     783,843
   Net assets, beginning of period              3,957,196     1,345,425             0        3,411,881       783,843           0
                                               ----------    ----------    ----------       ----------    ----------    --------

   Net assets, end of period                   $4,867,998    $3,957,196    $1,345,425       $4,998,603    $3,411,881    $783,843
                                               ==========    ==========    ==========       ==========    ==========    ========


<FN>
<F*>The Aggressive Equity Fund and Non-U.S. Fund began operations on January 2, 1997.


See accompanying notes to the financial statements.                                                               (continued)



<PAGE>
<PAGE>

                                              GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                                STATEMENTS OF CHANGES IN NET ASSETS
                                              YEARS ENDED DECEMBER 31, 1999, AND 1998



<CAPTION>
                                               INCOME & GROWTH              INTERNATIONAL                 VALUE
                                                FUND DIVISION               FUND DIVISION             FUND DIVISION
                                            ---------------------       ---------------------     ---------------------

                                              1999       1998<F*>         1999       1998<F*>       1999       1998<F*>
                                            --------     --------       --------     --------     --------     --------
<S>                                         <C>           <C>           <C>           <C>         <C>           <C>
Operations:
  Net investment income (expense)           $ (2,356)     $   32        $   (989)     $  0        $   (493)     $   (1)
  Net realized gain (loss) on investments     34,901          12          49,932         5         (14,414)          0
  Net unrealized gain on investments          43,204         471         120,627        45           1,750          85
                                            --------      ------        --------      ----        --------      ------

    Net increase (decrease) in net assets
      resulting from operations               75,749         515         169,570        50         (13,157)         84

  Net deposits into
      Separate Account                       652,207       6,845         433,721       853         106,165       3,786
                                            --------      ------        --------      ----        --------      ------

    Increase in net assets                   727,956       7,360         603,291       903          93,008       3,870
  Net assets, beginning of period              7,360           0             903         0           3,870           0
                                            --------      ------        --------      ----        --------      ------

  Net assets, end of period                 $735,316      $7,360        $604,194      $903        $ 96,878      $3,870
                                            ========      ======        ========      ====        ========      ======


<FN>
<F*>The Income & Growth Fund, International Fund, and Value Fund began operations on September 15, 1998.


See accompanying notes to the financial statements.                                                        (continued)



<PAGE>
<PAGE>

                            GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                              STATEMENTS OF CHANGES IN NET ASSETS
                            YEARS ENDED DECEMBER 31, 1999, AND 1998



<CAPTION>
                                                        BOND PORTFOLIO              SMALL COMPANY
                                                        FUND DIVISION               FUND DIVISION
                                                    --------------------        ---------------------

                                                      1999      1998<F*>          1999       1998<F*>
                                                    --------    --------        --------     --------
<S>                                                 <C>          <C>            <C>           <C>
Operations:
  Net investment income (expense)                   $  2,107     $   (1)        $   (627)     $    0
  Net realized gain (loss) on investments               (222)         0           15,877          80
  Net unrealized gain (loss) on investments           (2,018)         3           96,423         187
                                                    --------     ------         --------      ------

    Net increase (decrease) in net assets
      resulting from operations                         (133)         2          111,673         267

  Net deposits into
      Separate Account                               138,293      3,299          482,575       2,922
                                                    --------     ------         --------      ------

    Increase in net assets                           138,160      3,301          594,248       3,189
  Net assets, beginning of period                      3,301          0            3,189           0
                                                    --------     ------         --------      ------

  Net assets, end of period                         $141,461     $3,301         $597,437      $3,189
                                                    ========     ======         ========      ======


<FN>
<F*>The Bond Portfolio Fund and Small Company Fund began operations on September 15, 1998.


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


<PAGE>
<PAGE>

             GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                  NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 1999

NOTE 1 - ORGANIZATION

General American Separate Account Eleven (the Separate Account)
commenced operations on September 15, 1987 and is registered under the
Investment Company Act of 1940 (1940 Act) as a unit investment trust.
The Separate Account offers six products:  Variable Universal Life
(VUL-95), Variable General Select Plus (VGSP), Variable Universal Life
(VUL-100), Russell Variable Universal Life (Russell VUL) Variable
Universal Life (VUL-98), and Joint and Survivor Universal Life (JSVUL-98)
that receive and invest net premiums for flexible premium variable
life insurance policies that are issued by General American Life
Insurance Company (General American).  The Separate Account is divided
into twenty-four Divisions.  Each Division invests exclusively in shares
of a single Fund of either General American Capital Company, Variable
Insurance Products Fund, Variable Insurance Products Fund II, Van Eck
Worldwide Insurance Trust, Russell Insurance Funds, American Century
Variable Portfolios, Inc. or J.P. Morgan Series Trust II which are
open-end, diversified management companies.  The Funds of the General
American Capital Company, sponsored by General American, are the
S & P 500 Index (formerly Equity Index), Money Market, Bond Index, Managed
Equity, Asset Allocation, International Index (formerly International
Equity), Mid-Cap Equity (formerly Special Equity), and the Small-Cap
Equity Fund Divisions.  The Funds of the Variable Insurance Products
Fund, managed by Fidelity Management & Research Company, are the Equity
Income, Growth, Overseas, and the High Income Fund Divisions.  The Funds
of the Variable Insurance Products Fund II, managed by Fidelity
Management and Research Company is the Asset Manager Fund.  The Funds of
the Van Eck Worldwide Insurance Trust, managed by Van Eck Associates
Corporation, are the Worldwide Hard Assets Fund, formerly known as the
Gold and Natural Resources Fund and the Worldwide Emerging Markets Fund
Divisions.  The Funds of the Russell Variable Insurance Product, managed
by Frank Russell Investment Management Company are the Multi-style
Equity, Core Bond, Aggressive Equity, and Non-US Fund Divisions.  The
Funds of the American Century Variable Portfolios, Inc. managed by
American Century Investments are the Income & Growth, International, and
Value Fund Divisions.  The Funds of the J.P. Morgan Trust II, managed by
J.P. Morgan Investment Management, Inc. are the Bond Portfolio and Small
Company Portfolio Fund Divisions.  Policyholders have the option of
directing their premium payments into one or all of the Funds as well as
into the general account of General American, which is not generally
subject to regulation under the Securities Act of 1933 or the 1940 Act.
On January 6, 2000, Metropolitan Life Insurance Company (Metlife),
headquartered in New York City, purchased 100% of GenAmerica Corporation
(the Company) for $1.2 billion in cash.  The acquisition was a result of
liquidity problems encountered by the Company's wholly-owned subsidiary
General American Life Insurance Company (General American) during 1999.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed
by the Separate Account in the preparation of its financial statements.
The policies are in conformity with generally accepted accounting
principles.

A.   Investments

     The Separate Accounts' investments in the twenty-four Funds are
     valued daily based on the net asset values of the respective Fund
     shares held as reported to General American by General American
     Capital Company, Variable Insurance Products Fund, Variable
     Insurance Products Fund II, Van Eck Worldwide Insurance Trust,
     Russell Insurance Funds, American Century Portfolios, and J.P.
     Morgan Series Trust II.  The specific identification method is
     used in determining the cost of shares sold on withdrawals by the
     Separate Account.  Share transactions are recorded on the trade
     date, which is the same as the settlement date.

B.   Federal Income Taxes

     Under current federal income tax law, capital gains from sales of
     investments of the Separate Account are not taxable.  Therefore,
     no federal income tax expense has been provided.



<PAGE>
<PAGE>

          GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
               NOTES TO FINANCIAL STATEMENTS
                     DECEMBER 31, 1999

C.   Distribution of Income and Realized Capital Gains

     General American Capital Company follows the federal income tax
     practice known as consent dividending, whereby substantially all
     of its net investment income and realized gains are deemed to be
     passed through to the Separate Account.  As a result, General
     American Capital Company does not pay any dividends or capital
     gain distributions.  During December of each year, accumulated
     investment income and capital gains of the underlying Capital
     Company Fund are allocated to the Separate Account by increasing
     the cost basis and recognizing a capital gain in the Separate
     Account.  The Variable Insurance Products Fund, Variable Insurance
     Products Fund II, Van Eck Worldwide Insurance Trust, Russell
     Insurance Funds, American Century Variable Portfolios, and J.P.
     Morgan Series Trust II intend to pay out all of their net
     investment income and net realized capital gains each year.
     Dividends from the funds are distributed at least annually on a
     per share basis and are recorded on the ex dividend date.
     Normally, net realized capital gains, if any, are distributed each
     year for each fund.  Such income and capital gain distributions
     are automatically reinvested in additional shares of the funds.

D.   Use of Estimates

     The preparation of financial statements in conformity with
     generally accepted accounting principles requires management to
     make estimates and assumptions that affect the reported amounts of
     assets and liabilities and disclosure of contingent assets and
     liabilities at the date of the financial statements and the
     reported amounts of increase and decrease in net assets from
     operations during the period.  Actual results could differ from
     those estimates.

NOTE 3 - POLICY CHARGES

Charges are deducted from premiums and paid to General American for
providing the insurance benefits set forth in the contracts and any
additional benefits added by rider, administering the policies,
reimbursement of expenses incurred in distributing the policies, and
assuming certain risks in connection with the policies.

Prior to the allocation of net premiums among General American's general
account and the Fund Divisions of the Separate Account, premium
payments are reduced by premium expense charges, which consist of a
sales charge and a charge for premium taxes.  The premium payment, less
the premium expense charge, equals the net premium.

     Sales Charge:  A sales charge equal to 6% is deducted from each
     -------------
     VUL-95 premium paid.  A sales charge of 5% in years one through
     ten and 2.25% thereafter is deducted from each VGSP premium paid.
     A maximum sales charge of 5% in years one through ten and a
     maximum 2.25% thereafter based on initial deposit is deducted from
     each Russell VUL premium paid. A sales charge equal to 15% up to
     the target premium and 5% on the excess in the first policy year
     is deducted from each VUL-98 and JSVUL-98 premium paid.  The sales
     charge is 5% on all premiums in policy years two to ten, and 2%
     on all premiums in policy years eleven or later. This charge is
     deducted to partially reimburse General American for expenses
     incurred in distributing the policy and any additional benefits
     provided by rider.  No sales charge is deducted from VUL-100
     premiums.

     Premium Taxes:  Various state and political subdivisions impose a
     --------------
     tax on premiums received by insurance companies.  Premium taxes
     vary from state to state.  A deduction of 2% of each VUL-95
     premium, 2.5% of each VGSP premium, 2.10% of each VUL-100 premium,
     2.5% of each Russell VUL premium, and the actual tax rate for VUL-98
     and JSVUL-98 is made from each premium payment for these taxes.
     In addition, a 1.25% deduction is taken from VUL-100 premiums and
     a 1.3% deduction is taken from VUL-98 and JSVUL-98 to cover the
     company's Federal income tax costs attributable to the amount of
     premium received.

Charges are deducted monthly from the cash value of each policy to
compensate General American for (a) certain administrative costs; (b)
insurance underwriting and acquisition expenses in connection with
issuing a policy; (c) the cost of insurance, and (d) the cost of
optional benefits added by rider.



<PAGE>
<PAGE>

              GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                   NOTES TO FINANCIAL STATEMENTS
                         DECEMBER 31, 1999


     Administrative Charge:  General American has responsibility for
     ----------------------
     the administration of the policies and the Separate Account.  As
     reimbursement for administrative expenses related to the
     maintenance of each policy and the Separate Account, General
     American assesses a monthly administrative charge against each
     policy.  This charge is $10 per month for a standard policy and
     $12 per month for a pension policy during the first 12 policy
     months and $4 (standard) and $6 (pension) per month for all policy
     months beyond the 12th for VUL-95 contracts.  The charge is $4 per
     month for VGSP and Russell VUL contracts.  The charge is $13 per
     month during the first 12 policy months and $6 per month
     thereafter for VUL-100 contracts.  The charge is $25 per month in
     the first policy year and $6 per month in each subsequent policy
     year for VUL-98 and JSVUL-98 contracts.

     Insurance Underwriting and Acquisition Expense Charge:  An
     ------------------------------------------------------
     additional administrative charge is deducted from the policy cash
     value for VUL-95 as part of the monthly deduction during the first
     12 policy months and for the first 12 policy months following an
     increase in the face amount.  The charge is $0.08 per month
     multiplied by the face amount divided by 1,000.  For VUL-100, the
     charge during the first 12 policy months is $0.16 per month
     multiplied by the face amount divided by 1,000, and in all policy
     years thereafter, the charge is $0.01 per month multiplied by the
     face amount divided by 1,000.  For VUL-98 and JSVUL-98, there is a
     charge per $1,000 of face amount, determined by age, sex, and
     smoker class, payable for ten years following the policy issue or
     an increase in the face amount.

     Cost of Insurance:  The cost of insurance is deducted on each
     ------------------
     monthly anniversary date for the following policy month.  Because
     the cost of insurance depends upon a number of variables, the cost
     varies for each policy month.   The cost of insurance is
     determined separately for the initial face amount and for any
     subsequent increases in face amount.  General American determines
     the monthly cost of insurance charge by multiplying the applicable
     cost of insurance rate or rates by the net amount at risk for each
     policy month.

     Optional Rider Benefits Charge:  This monthly deduction includes
     -------------------------------
     charges for any additional benefits provided by rider.

     Contingent Deferred Sales Charge:  During the first ten policy
     ---------------------------------
     years for VUL-95, VGSP, and Russell VUL, and the first fifteen
     years for VUL-100, General American also assesses a charge upon
     surrender or lapse of a policy, a requested decrease in face
     amount, or a partial withdrawal that causes the face amount to
     decrease.  The amount of the charge assessed depends on a number
     of factors, including whether the event is a full surrender or
     lapse or only a decrease in face amount, the amount of premiums
     received to date by General American, and the policy year in which
     the surrender or other event takes place.  For VUL-98 and JSVUL-
     98, the charge is bases on the annual target premium, rather than
     the premiums actually received by General American.

     Mortality and Expense Charge:  In addition to the above charges, a
     -----------------------------
     daily charge is made at the separate account level for the mortality
     and expense risks assumed by General American.  General American
     deducts a daily charge from the Separate Account at the rate of
     .002319% for VUL-95, .0019111% for VGSP, .002455% for VUL-100,
     .001366% for Russell VUL, and .0015027% for VUL-98 and JSVUL-98 of
     the net assets of each division of the Separate Account, which equals
     an annual rate of .85%, .70%, .90%, .50%, .55%, and .55% for VUL-95,
     VGSP, VUL-100, Russell VUL, VUL 98, and JSVUL-98, respectively.
     VUL-95, VGSP, VUL-100, Russell VUL, VUL-98, and JSVUL-98 mortality
     and expense charges for 1999 were $583,872, $528,396,  $524,079,
     $40,641, $54,323, and $5,931 respectively.  The mortality risk
     assumed by General American is the risk that those insured may die
     sooner than anticipated and therefore, that General American will
     pay an aggregate amount of death benefits greater than anticipated.
     The expense risk assumed is that expenses incurred in issuing and
     administering the policy will exceed the amounts realized from the
     administrative charges assessed against the policy.




<PAGE>
<PAGE>

              GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                   NOTES TO FINANCIAL STATEMENTS
                         DECEMBER 31, 1999


NOTE 4 - INVESTMENT OBJECTIVES, MANAGER CHANGES AND NEW DIVISIONS

Effective April 30, 1998, the four divisions of the Frank Russell funds
became available for Variable Universal Life (VUL-95) and Variable
Universal Life (VUL 100).

On September 15, 1998, six new divisions and two new products - VUL-98
and JSVUL-98 were added to Separate Account Eleven.  Three of the new
divisions are the Income & Growth Fund, the International Fund, and the
Value Fund. The underlying funds in these divisions are offered by
American Century Variable Portfolios and managed by American Century
Investments.  Two of the new divisions are the Bond Portfolio Fund and
the Small Company Portfolio Fund.  The underlying funds in these
divisions are offered by J.P. Morgan Trust II and managed by J.P. Morgan
Investment Management, Inc.  The Worldwide Emerging Markets Fund
Division is offered by Van Eck World Wide Insurance Trust and managed by
Van Eck Associates Corporation. The investment objectives of each of
these new divisions are as follows:

Income & Growth Fund - To provide dividend growth, current income and
- --------------------
capital appreciation by investing in common stocks.

International Fund - To provide capital growth by investing primarily in
- ------------------
an internationally diversified portfolio of common stocks that are
considered by management to have prospects for appreciation.

Value Fund - To provide long-term capital growth by investing in
- ----------
securities that management believes to be undervalued at the time of
purchase.

Bond Portfolio Fund - To provide a high total return consistent with
- -------------------
moderate risk of capital and maintenance of liquidity.

Small Company Portfolio Fund - To provide a high total return from a
- ----------------------------
portfolio of equity securities of small companies.

Worldwide Emerging Markets Fund - To provide long-term capital
- -------------------------------
appreciation by investing primarily in equity securities in emerging
markets around the world.

Effective April 30, 1999, the three divisions of the American Century
funds, the two divisions of the J. P. Morgan funds, and the Worldwide
Emerging Markets Division offered by Van Eck Associates became available
for Variable Universal Life (VUL-95), Variable General Select Plus
(VGSP), and Variable Universal Life (VUL-100).




<PAGE>
<PAGE>

             GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                  NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 1999

NOTE 5 - PURCHASES AND SALES

During the year ended December 31, 1999, purchases including net
realized gain and income from distribution and proceeds from sales of
General American Capital Company shares were as follows:

<TABLE>
<CAPTION>
              S & P 500        MONEY           BOND          MANAGED         ASSET      INTERNATIONAL     MID-CAP      SMALL-CAP
                INDEX         MARKET           INDEX         EQUITY       ALLOCATION        INDEX         EQUITY         EQUITY
                FUND           FUND            FUND           FUND           FUND           FUND           FUND           FUND
             -----------    -----------     ----------     ----------     ----------    -------------   ----------     ----------
<S>          <C>            <C>             <C>            <C>            <C>            <C>            <C>            <C>
Purchases    $17,996,914    $20,864,176     $2,462,394     $1,821,337     $4,740,174     $1,395,034     $1,564,641     $1,455,784
             ===========    ===========     ==========     ==========     ==========     ==========     ==========     ==========
Sales        $ 5,552,782    $17,520,562     $  896,592     $  809,643     $2,550,835     $1,076,698     $1,568,690     $  678,628
             ===========    ===========     ==========     ==========     ==========     ==========     ==========     ==========
</TABLE>

During the year ended December 31, 1999, purchases (including dividend
reinvestment) and proceeds from sales of Variable Insurance Products
Fund Shares were as follows:

<TABLE>
<CAPTION>
              EQUITY INCOME        GROWTH             OVERSEAS           HIGH INCOME
                  FUND              FUND                FUND                FUND
              -------------      -----------         ----------          -----------
<S>            <C>               <C>                 <C>                 <C>
Purchases      $5,903,602        $13,832,577         $2,346,334          $3,304,883
               ==========        ===========         ==========          ==========
Sales          $2,961,663        $ 3,848,234         $1,263,050          $1,892,920
               ==========        ===========         ==========          ==========
</TABLE>

During the year ended December 31, 1999, purchases (including dividend
reinvestment) and proceeds from sales of Variable Insurance Products
Fund II shares were as follows:

<TABLE>
<CAPTION>
                           ASSET MANAGER
                               FUND
                           -------------
<S>                          <C>
Purchases                    $1,731,627
                             ==========
Sales                        $  664,603
                             ==========
</TABLE>

During the year ended December 31, 1999, purchases (including dividend
reinvestment) and proceeds from sales of Van Eck Worldwide Insurance
Trust shares were as follows:

<TABLE>
<CAPTION>
                              WORLDWIDE          WORLDWIDE
                             HARD ASSETS         EMERGING
                                FUND           MARKETS FUND
                             -----------       ------------
<S>                            <C>               <C>
Purchases                      $122,599          $529,983
                               ========          ========
Sales                          $ 72,844          $344,809
                               ========          ========
</TABLE>

During the year ended December 31, 1999, purchases (including dividend
reinvestment) and proceeds from sales of Russell Insurance Funds shares
were as follows:

<TABLE>
<CAPTION>
                  MULTI-STYLE          CORE BOND           AGGRESSIVE             NON-US
                  EQUITY FUND             FUND             EQUITY FUND             FUND
                  -----------          ----------          -----------          ----------
<S>                <C>                 <C>                 <C>                  <C>
Purchases          $6,023,787          $5,542,508          $1,238,176           $1,216,509
                   ==========          ==========          ==========           ==========
Sales              $1,281,297          $1,342,535          $  630,824           $  703,797
                   ==========          ==========          ==========           ==========
</TABLE>



<PAGE>
<PAGE>

During the period ended December 31, 1999, purchases (including dividend
reinvestment) and proceeds from sales of American Century Variable
Portfolios shares were as follows:

<TABLE>
<CAPTION>
                    INCOME &           INTERNATIONAL
                   GROWTH FUND             FUND           VALUE FUND
                   -----------         -------------      ----------
<S>                <C>                   <C>               <C>
Purchases          $1,164,782            $792,441          $399,886
                   ==========            ========          ========
Sales              $  514,040            $359,568          $293,873
                   ==========            ========          ========
</TABLE>

During the period ended December 31, 1999, purchases (including dividend
reinvestment) and proceeds from sales of J.P. Morgan Series Trust II
shares were as follows:

<TABLE>
<CAPTION>
                                           SMALL
                  BOND PORTFOLIO          COMPANY
                       FUND            PORTFOLIO FUND
                  --------------       --------------
<S>                  <C>                  <C>
Purchases            $154,493             $541,150
                     ========             ========
Sales                $ 14,002             $ 49,236
                     ========             ========
</TABLE>

<PAGE>
<PAGE>

NOTE 6 - ACCUMULATION UNIT ACTIVITY

The following is a summary of the accumulation unit activity for the
years ended December 31, 1999, 1998, and 1997:

<TABLE>
<CAPTION>
                                                         S & P 500 INDEX                                 MONEY MARKET
                                                          FUND DIVISION                                  FUND DIVISION
                                              -----------------------------------          ---------------------------------------

                                                1999          1998         1997              1999           1998            1997
                                              --------      -------      --------          --------      ----------       --------
<S>                                           <C>           <C>          <C>               <C>           <C>              <C>
Variable Universal Life - 95:
  Deposits                                      40,318       53,610        70,404            56,074          63,693         98,719
  Withdrawals                                  (51,800)     (44,959)      (29,686)          (31,779)        (66,600)      (110,821)
  Outstanding units, beginning of year         244,956      236,305       195,587            43,796          46,703         58,805
                                              --------      -------      --------          --------      ----------       --------

  Outstanding units, end of year               233,474      244,956       236,305            68,091          43,796         46,703
                                              ========      =======      ========          ========      ==========       ========


Variable General Select Plus:
  Deposits                                     143,955      313,540       146,632           636,987       1,380,901        942,448
  Withdrawals                                 (105,975)     (55,730)     (305,772)         (500,114)     (1,744,430)      (900,950)
  Outstanding units, beginning of year         506,304      248,494       407,634           172,324         535,853        494,355
                                              --------      -------      --------          --------      ----------       --------

  Outstanding units, end of year               544,284      506,304       248,494           309,197         172,324        535,853
                                              ========      =======      ========          ========      ==========       ========


Variable Universal Life - 100:
  Deposits                                     195,193      384,015       212,106           343,675         825,392        738,912
  Withdrawals                                 (130,533)     (89,826)      (41,462)         (400,299)       (824,924)      (707,676)
  Outstanding units, beginning of year         587,054      292,865       122,221           166,596         166,128        134,892
                                              --------      -------      --------          --------      ----------       --------

  Outstanding units, end of year               651,714      587,054       292,865           109,972         166,596        166,128
                                              ========      =======      ========          ========      ==========       ========


Russell Variable Universal Life:<F*>
  Deposits                                                                                        0          36,281        435,785
  Withdrawals                                                                                     0         (44,828)      (427,238)
  Outstanding units, beginning of year                                                            0           8,547              0
                                                                                           --------      ----------       --------

  Outstanding units, end of year                                                                  0               0          8,547
                                                                                           ========      ==========       ========



<FN>
<F*>The Russell Variable Universal Life product was introduced in 1997, and the first deposit was received
on May 6, 1997.                                                                                                        (continued)



<PAGE>
<PAGE>

NOTE 6 - ACCUMULATION UNIT ACTIVITY (CONTINUED)

The following is a summary of the accumulation unit activity for the
years ended December 31, 1999, and 1998:

<CAPTION>

                                                                  S & P 500 INDEX                           MONEY MARKET
                                                                   FUND DIVISION                           FUND DIVISION
                                                              ----------------------                --------------------------

                                                                1999           1998                    1999              1998
                                                              -------         ------                ----------         -------
<S>                                                           <C>             <C>                   <C>                <C>
Variable Universal Life - 98:<F*>
  Deposits                                                    493,771         12,188                 1,665,714         190,317
  Withdrawals                                                 (59,617)          (256)               (1,553,256)        (40,880)
  Outstanding units, beginning of year                         11,932              0                   149,437               0
                                                              -------         ------                ----------         -------

  Outstanding units, end of year                              446,086         11,932                   261,895         149,437
                                                              =======         ======                ==========         =======


Joint and Survivor Variable Universal Life - 98:<F*>
  Deposits                                                     93,119            105                   206,783          27,427
  Withdrawals                                                 (23,926)            (2)                 (195,215)         (3,565)
  Outstanding units, beginning of year                            103              0                    23,862               0
                                                              -------         ------                ----------         -------

  Outstanding units, end of year                               69,296            103                    35,430          23,862
                                                              =======         ======                ==========         =======




<FN>
<F*>The Variable Universal Life 98 and Joint And Survivor Variable Universal Life products were introduced in 1998,
and the first deposits were received on September 29, 1998 and October 14, 1998, respectively.                     (continued)




<PAGE>
<PAGE>

NOTE 6 - ACCUMULATION UNIT ACTIVITY, (CONTINUED)

The following is a summary of the accumulation unit activity for the
years ended December 31, 1999, 1998, and 1997:

<CAPTION>
                                                           BOND INDEX                                MANAGED EQUITY
                                                          FUND DIVISION                               FUND DIVISION
                                              -----------------------------------          ---------------------------------

                                                1999          1998          1997             1999         1998         1997
                                              -------       -------       -------          -------      -------      -------
<S>                                           <C>           <C>           <C>              <C>          <C>          <C>
Variable Universal Life - 95:
  Deposits                                     19,306        25,406        45,996           12,253       16,942       20,213
  Withdrawals                                 (14,321)      (12,912)      (19,985)         (14,768)     (13,618)     (19,170)
  Outstanding units, beginning of year        109,948        97,454        71,443           96,034       92,710       91,667
                                              -------       -------       -------          -------      -------      -------

  Outstanding units, end of year              114,933       109,948        97,454           93,519       96,034       92,710
                                              =======       =======       =======          =======      =======      =======


Variable General Select Plus:
  Deposits                                     23,730        29,830        26,599           11,280       12,156       22,411
  Withdrawals                                  (9,825)       (9,429)     (398,540)          (6,022)      (8,587)     (10,526)
  Outstanding units, beginning of year         70,801        50,400       422,341           41,050       37,481       25,596
                                              -------       -------      --------          -------      -------      -------

  Outstanding units, end of year               84,706        70,801        50,400           46,308       41,050       37,481
                                              =======       =======      ========          =======      =======      =======


Variable Universal Life - 100:
  Deposits                                     63,648        84,402        38,781           34,949       40,129       38,918
  Withdrawals                                 (30,779)      (26,455)       (8,471)         (16,792)     (15,741)      (8,793)
  Outstanding units, beginning of year        113,583        55,636        25,326           68,790       44,402       14,277
                                              -------       -------      --------          -------      -------      -------

  Outstanding units, end of year              146,452       113,583        55,636           86,947       68,790       44,402
                                              =======       =======      ========          =======      =======      =======





                                                                                                                 (continued)





<PAGE>
<PAGE>

NOTE 6 - ACCUMULATION UNIT ACTIVITY (CONTINUED)

The following is a summary of the accumulation unit activity for the
years ended December 31, 1999, and 1998:

<CAPTION>

                                                                   BOND INDEX                           MANAGED EQUITY
                                                                 FUND DIVISION                          FUND DIVISION
                                                              -------------------                    -------------------

                                                                1999         1998                     1999          1998
                                                              -------        ----                    ------         ----
<S>                                                           <C>             <C>                    <C>             <C>
Variable Universal Life - 98:<F*>
  Deposits                                                     65,154         558                    23,377          727
  Withdrawals                                                 (23,294)         (5)                   (2,443)         (13)
  Outstanding units, beginning of year                            553           0                       714            0
                                                              -------         ---                    ------          ---

  Outstanding units, end of year                               42,413         553                    21,648          714
                                                              =======         ===                    ======          ===


Joint and Survivor Variable Universal Life - 98:<F*>
  Deposits                                                      6,676          88                     3,213            0
  Withdrawals                                                    (270)         (2)                     (169)           0
  Outstanding units, beginning of year                             86           0                         0            0
                                                              -------         ---                    ------          ---

  Outstanding units, end of year                                6,492          86                     3,044            0
                                                              =======         ===                    ======          ===



<FN>
<F*>The Variable Universal Life 98 and Joint And Survivor Variable Universal Life products
were introduced in 1998, and the first deposits were received on September 29, 1998 and
October 14, 1998, respectively.                                                                              (continued)





<PAGE>
<PAGE>

NOTE 6 - ACCUMULATION UNIT ACTIVITY, (CONTINUED)

The following is a summary of the accumulation unit activity for the
years ended December 31, 1999, 1998, and 1997:

<CAPTION>

                                                       ASSET ALLOCATION                           INTERNATIONAL  INDEX
                                                         FUND DIVISION                              FUND DIVISION<F*>
                                              ----------------------------------           -----------------------------------
                                                1999          1998         1997              1999         1998           1997
                                              -------       -------      -------           -------       -------       -------
<S>                                           <C>           <C>          <C>               <C>           <C>           <C>
Variable Universal Life - 95:
  Deposits                                     36,270        44,015       58,255            24,166        35,296        56,157
  Withdrawals                                 (37,511)      (32,243)     (49,785)          (30,239)      (36,243)      (45,488)
  Outstanding units, beginning of year        294,610       282,838      274,368           174,279       175,226       164,557
                                              -------       -------      -------           -------       -------       -------

  Outstanding units, end of year              293,369       294,610      282,838           168,206       174,279       175,226
                                              =======       =======      =======           =======       =======       =======


Variable General Select Plus:
  Deposits                                     62,080        29,160       21,682            15,664        42,140        35,709
  Withdrawals                                 (56,513)      (24,120)     (10,372)          (11,959)      (34,648)      (10,776)
  Outstanding units, beginning of year         77,547        72,507       61,197            77,550        70,058        45,125
                                              -------       -------      -------           -------       -------       -------

  Outstanding units, end of year               83,114        77,547       72,507            81,255        77,550        70,058
                                              =======       =======      =======           =======       =======       =======


Variable Universal Life - 100:
  Deposits                                     58,534        49,412       44,721            43,793        54,490        56,601
  Withdrawals                                 (25,963)      (16,133)     (11,617)          (41,530)      (20,835)      (15,926)
  Outstanding units, beginning of year         88,353        55,074       21,970           117,078        83,423        42,748
                                              -------       -------      -------           -------       -------       -------

  Outstanding units, end of year              120,924        88,353       55,074           119,341       117,078        83,423
                                              =======       =======      =======           =======       =======       =======


General American Life Insurance Company
 seed money:
  Deposits                                                                                       0             0             0
  Withdrawals                                                                                    0             0             0
  Outstanding units, beginning of year                                                     200,000       200,000       200,000
                                                                                           -------       -------       -------

  Outstanding units, end of year                                                           200,000       200,000       200,000
                                                                                           =======       =======       =======


<FN>
<F*>This fund was formerly known as the International Equity Fund.


                                                                                                                   (continued)





<PAGE>
<PAGE>

NOTE 6 - ACCUMULATION UNIT ACTIVITY (CONTINUED)

The following is a summary of the accumulation unit activity for the
years ended December 31, 1999, and 1998:

<CAPTION>

                                                                ASSET ALLOCATION                     INTERNATIONAL INDEX
                                                                  FUND DIVISION                       FUND DIVISION<F*>
                                                              ---------------------                  -------------------

                                                               1999            1998                   1999          1998
                                                              ------          -----                  ------         ----
<S>                                                           <C>             <C>                    <C>             <C>
Variable Universal Life - 98:<F**>
  Deposits                                                    77,838          1,037                  19,887          710
  Withdrawals                                                 (1,877)           (14)                 (2,009)         (17)
  Outstanding units, beginning of year                         1,023              0                     693            0
                                                              ------          -----                  ------          ---

  Outstanding units, end of year                              76,984          1,023                  18,571          693
                                                              ======          =====                  ======          ===


Joint and Survivor Variable Universal Life - 98:<F**>
  Deposits                                                    10,560              0                   4,680           83
  Withdrawals                                                   (432)             0                    (245)          (2)
  Outstanding units, beginning of year                             0              0                      81            0
                                                              ------          -----                  ------          ---

  Outstanding units, end of year                              10,128              0                   4,516           81
                                                              ======          =====                  ======          ===



<FN>
<F*>This fund was formerly known as the International Equity Fund.
<F**>The Variable Universal Life 98 and Joint And Survivor Variable Universal Life products
were introduced in 1998, and the first deposits were received on September 29, 1998 and
October 14, 1998, respectively.                                                                                      (continued)




<PAGE>
<PAGE>

NOTE 6 - ACCUMULATION UNIT ACTIVITY, (CONTINUED)

The following is a summary of the accumulation unit activity for the
years ended December 31, 1999, 1998, and 1997 for the Mid-Cap Equity
Fund Division and the year ended December 31, 1999, 1998 and  period
ended December 31, 1997 for the Small-Cap Equity Fund Division.

<CAPTION>

                                                          MID-CAP EQUITY                             SMALL-CAP EQUITY
                                                         FUND DIVISION<F*>                            FUND DIVISION
                                              -----------------------------------          ----------------------------------

                                                1999          1998          1997            1999          1998      1997<F**>
                                              -------       -------       -------          ------        ------     ---------
<S>                                           <C>           <C>           <C>              <C>           <C>           <C>
Variable Universal Life - 95:
  Deposits                                     23,187        33,622        50,013           8,482        19,324       35,503
  Withdrawals                                 (35,782)      (32,360)      (61,032)         (7,148)       (5,547)        (326)
  Outstanding units, beginning of period      175,383       174,121       185,140          48,954        35,177            0
                                              -------       -------       -------          ------        ------       ------

  Outstanding units, end of period            162,788       175,383       174,121          50,288        48,954       35,177
                                              =======       =======       =======          ======        ======       ======


Variable General Select Plus:
  Deposits                                     23,177        58,976        43,764          45,417        65,121       30,298
  Withdrawals                                 (31,804)      (28,754)      (14,054)        (23,263)      (23,984)        (271)
  Outstanding units, beginning of period      108,141        77,919        48,209          71,164        30,027            0
                                              -------       -------       -------          ------        ------       ------

  Outstanding units, end of period             99,514       108,141        77,919          93,318        71,164       30,027
                                              =======       =======       =======          ======        ======       ======


Variable Universal Life - 100:
  Deposits                                     46,286        56,900        36,664          43,499        70,656       23,110
  Withdrawals                                 (40,979)      (22,387)      (15,674)        (38,432)      (10,421)        (540)
  Outstanding units, beginning of period       87,742        53,229        32,239          82,805        22,570            0
                                              -------       -------       -------          ------        ------       ------

  Outstanding units, end of period             93,049        87,742        53,229          87,872        82,805       22,570
                                              =======       =======       =======          ======        ======       ======





<FN>
<F*>This fund was formerly known as the Special Equity Fund.

<F**>The Small-Cap Equity Fund began operations on May 1, 1997.                                                (continued)





<PAGE>
<PAGE>

NOTE 6 - ACCUMULATION UNIT ACTIVITY (CONTINUED)

The following is a summary of the accumulation unit activity for the
years ended December 31, 1999, and 1998:

<CAPTION>

                                                                 MID-CAP EQUITY                         SMALL-CAP EQUITY
                                                               FUND DIVISION<F*>                         FUND DIVISION
                                                              -------------------                    -------------------

                                                               1999          1998                     1999          1998
                                                              ------         ----                    ------         ----
<S>                                                           <C>             <C>                    <C>             <C>
Variable Universal Life - 98:<F**>
  Deposits                                                    27,940          595                    30,720          644
  Withdrawals                                                 (2,928)         (23)                   (4,697)         (25)
  Outstanding units, beginning of year                           572            0                       619            0
                                                              ------         ----                    ------          ---

  Outstanding units, end of year                              25,584          572                    26,642          619
                                                              ======         ====                    ======          ===


Joint and Survivor Variable Universal Life - 98:<F**>
  Deposits                                                     4,042          168                     6,826          168
  Withdrawals                                                   (574)          (5)                   (1,009)          (5)
  Outstanding units, beginning of year                           163            0                       163            0
                                                              ------         ----                    ------          ---

  Outstanding units, end of year                               3,631          163                     5,980          163
                                                              ======         ====                    ======          ===



<FN>
<F*>This fund was formerly known as the Special Equity Fund.
<F**> The Variable Universal Life 98 and Joint And Survivor Variable Universal Life  products were introduced in 1998,
and the first deposits were received on September 29, 1998 and October 14, 1998, respectively.                 (continued)




<PAGE>
<PAGE>

NOTE 6 - ACCUMULATION UNIT ACTIVITY, (CONTINUED)

The following is a summary of the accumulation unit activity for the
years ended December 31, 1999, 1998, and 1997:

<CAPTION>

                                                           EQUITY INCOME                                   GROWTH
                                                           FUND DIVISION                                FUND DIVISION
                                              ------------------------------------          ------------------------------------

                                                1999           1998          1997            1999           1998           1997
                                              -------        -------       -------          -------        -------       -------
<S>                                           <C>            <C>           <C>              <C>            <C>           <C>
Variable Universal Life - 95:
  Deposits                                     54,849         59,416        73,369           58,832         69,876       110,237
  Withdrawals                                 (72,847)       (47,519)      (68,932)         (78,887)       (72,411)      (69,361)
  Outstanding units, beginning of year        304,241        292,344       287,907          405,378        407,913       367,037
                                              -------        -------       -------          -------        -------       -------

  Outstanding units, end of year              286,243        304,241       292,344          385,323        405,378       407,913
                                              =======        =======       =======          =======        =======       =======


Variable General Select Plus:
  Deposits                                     97,662         99,382       107,293          158,244         99,249       151,169
  Withdrawals                                 (67,788)       (42,509)      (41,943)         (93,901)       (40,684)      (56,898)
  Outstanding units, beginning of year        283,014        226,141       160,791          386,583        328,018       233,747
                                              -------        -------       -------          -------        -------       -------

  Outstanding units, end of year              312,888        283,014       226,141          450,926        386,583       328,018
                                              =======        =======       =======          =======        =======       =======


Variable Universal Life - 100:
  Deposits                                     99,022        179,653       161,018          158,445        226,944       227,448
  Withdrawals                                 (79,710)      (166,343)      (42,604)        (109,918)      (114,919)      (64,065)
  Outstanding units, beginning of year        295,584        282,274       163,860          474,406        362,381       198,998
                                              -------        -------       -------          -------        -------       -------

  Outstanding units, end of year              314,896        295,584       282,274          522,933        474,406       362,381
                                              =======        =======       =======          =======        =======       =======






                                                                                                                     (continued)





<PAGE>
<PAGE>

NOTE 6 - ACCUMULATION UNIT ACTIVITY (CONTINUED)

The following is a summary of the accumulation unit activity for the
year ended December 31, 1999, and 1998:

<CAPTION>

                                                                  EQUITY INCOME                            GROWTH
                                                                  FUND DIVISION                         FUND DIVISION
                                                              ---------------------                 ---------------------

                                                               1999            1998                   1999           1998
                                                              -------         -----                 -------         -----
<S>                                                           <C>             <C>                   <C>             <C>
Variable Universal Life - 98:<F*>
  Deposits                                                    113,215         2,270                 250,110         3,901
  Withdrawals                                                  (8,208)         (115)                (21,492)         (108)
  Outstanding units, beginning of year                          2,155             0                   3,793             0
                                                              -------         -----                 -------         -----

  Outstanding units, end of year                              107,162         2,155                 232,411         3,793
                                                              =======         =====                 =======         =====


Joint and Survivor Variable Universal Life - 98:<F*>
  Deposits                                                     16,121           247                  26,076            79
  Withdrawals                                                    (856)           (7)                 (1,917)           (2)
  Outstanding units, beginning of year                            240             0                      77             0
                                                              -------         -----                 -------         -----

  Outstanding units, end of year                               15,505           240                  24,236            77
                                                              =======         =====                 =======         =====




<FN>
<F*>The Variable Universal Life 98 and Joint And Survivor Variable Universal Life  products
were introduced in 1998, and the first deposits were received on September 29, 1998 and
October 14, 1998, respectively.                                                                               (continued)




<PAGE>
<PAGE>

NOTE 6 - ACCUMULATION UNIT ACTIVITY, (CONTINUED)

The following is a summary of the accumulation unit activity for the
years ended December 31, 1999, 1998, and 1997:

<CAPTION>

                                                             OVERSEAS                                ASSET MANAGER
                                                          FUND DIVISION                              FUND DIVISION
                                              -----------------------------------          --------------------------------

                                                1999          1998          1997            1999         1998         1997
                                              -------       -------       -------          ------       ------       ------
<S>                                           <C>           <C>           <C>              <C>          <C>          <C>
Variable Universal Life-95:
  Deposits                                     32,130        46,762        73,211           6,173        7,584        1,053
  Withdrawals                                 (38,877)      (41,684)      (33,419)         (4,532)        (605)        (364)
  Outstanding units, beginning of year        247,641       242,563       202,771           9,111        2,132        1,443
                                              -------       -------       -------          ------       ------       ------

  Outstanding units, end of year              240,894       247,641       242,563          10,752        9,111        2,132
                                              =======       =======       =======          ======       ======       ======


Variable General Select Plus:
  Deposits                                     50,014        60,426        78,015          14,236        7,255        4,792
  Withdrawals                                 (24,381)      (48,932)      (24,003)         (4,489)        (423)      (1,323)
  Outstanding units, beginning of year        180,202       168,708       114,696          14,512        7,680        4,211
                                              -------       -------       -------          ------       ------       ------

  Outstanding units, end of year              205,835       180,202       168,708          24,259       14,512        7,680
                                              =======       =======       =======          ======       ======       ======


Variable Universal Life-100:
  Deposits                                     47,585        62,350        61,939          34,209       30,521       19,775
  Withdrawals                                 (52,739)      (27,368)      (16,003)        (21,189)      (9,795)      (6,893)
  Outstanding units, beginning of year        135,925       100,943        55,007          50,801       30,075       17,193
                                              -------       -------       -------          ------       ------       ------

  Outstanding units, end of year              130,771       135,925       100,943          63,821       50,801       30,075
                                              =======       =======       =======          ======       ======       ======






                                                                                                                (continued)




<PAGE>
<PAGE>

NOTE 6 - ACCUMULATION UNIT ACTIVITY (CONTINUED)

The following is a summary of the accumulation unit activity for the
year ended December 31, 1999, and 1998:

<CAPTION>

                                                                    OVERSEAS                            ASSET MANAGER
                                                                 FUND DIVISION                          FUND DIVISION
                                                              -------------------                    -------------------

                                                               1999          1998                     1999          1998
                                                              ------         ----                    ------         ----
<S>                                                           <C>             <C>                    <C>             <C>
Variable Universal Life - 98:<F*>
  Deposits                                                    39,237          601                    53,511          697
  Withdrawals                                                 (3,669)         (18)                   (4,287)         (62)
  Outstanding units, beginning of year                           583            0                       635            0
                                                              ------          ---                    ------          ---

  Outstanding units, end of year                              36,151          583                    49,859          635
                                                              ======          ===                    ======          ===


Joint and Survivor Variable Universal Life - 98:<F*>
  Deposits                                                     3,258          168                       431            0
  Withdrawals                                                   (466)          (5)                     (302)           0
  Outstanding units, beginning of year                           163            0                         0            0
                                                              ------          ---                    ------          ---

  Outstanding units, end of year                               2,955          163                       129            0
                                                              ======          ===                    ======          ===





<FN>
<F*>The Variable Universal Life 98 and Joint And Survivor Variable Universal Life  products
were introduced in 1998, and the first deposits were received on September 29, 1998 and
October 14, 1998, respectively.                                                                              (continued)




<PAGE>
<PAGE>

NOTE 6 - ACCUMULATION UNIT ACTIVITY, (CONTINUED)

The following is a summary of the accumulation unit activity for the
years ended December 31, 1999, 1998,and 1997:

<CAPTION>

                                                            HIGH INCOME                            WORLDWIDE HARD ASSET
                                                           FUND DIVISION                             FUND DIVISION<F*>
                                               -----------------------------------           --------------------------------

                                                 1999          1998          1997             1999         1998         1997
                                               -------       -------       -------           ------       ------       ------
<S>                                            <C>           <C>           <C>               <C>          <C>          <C>
Variable Universal Life-95:
  Deposits                                       2,853         6,498         8,197            865          3,234        5,256
  Withdrawals                                  (11,513)       (2,233)      (10,956)          (1,622)      (3,278)        (857)
  Outstanding units, beginning of period        22,837        18,572        21,331           10,282       10,326        5,927
                                               -------       -------       -------           ------       ------       ------

  Outstanding units, end of period              14,177        22,837        18,572            9,525       10,282       10,326
                                               =======       =======       =======           ======       ======       ======


Variable General Select Plus:
  Deposits                                      21,266        28,629        36,763            4,811          513        1,994
  Withdrawals                                  (47,125)       (5,891)       (8,788)            (312)        (937)      (3,232)
  Outstanding units, beginning of year          87,370        64,632        36,657            2,468        2,892        4,130
                                               -------       -------       -------           ------       ------       ------

  Outstanding units, end of year                61,511        87,370        64,632            6,967        2,468        2,892
                                               =======       =======       =======           ======       ======       ======


Variable Universal Life-100:
  Deposits                                     143,496        57,671        39,145            7,343        8,405        7,159
  Withdrawals                                  (64,124)      (17,259)       (9,470)          (6,724)      (3,275)      (2,531)
  Outstanding units, beginning of year         109,650        69,238        39,563           15,703       10,573        5,945
                                               -------       -------       -------           ------       ------       ------

  Outstanding units, end of year               189,022       109,650        69,238           16,322       15,703       10,573
                                               =======       =======       =======           ======       ======       ======

<CAPTION>
                                                 WORLDWIDE
                                             EMERGING MARKETS
                                            FUND DIVISION<F**>
                                           --------------------

                                                  1999
                                                 ------
<S>                                              <C>
Variable Universal Life-95:
  Deposits                                        4,159
  Withdrawals                                    (1,480)
  Outstanding units, beginning of period              0
                                                 ------

  Outstanding units, end of period                2,679
                                                 ======


Variable General Select Plus:
  Deposits                                        9,565
  Withdrawals                                       (62)
  Outstanding units, beginning of year                0
                                                 ------

  Outstanding units, end of year                  9,503
                                                 ======


Variable Universal Life-100:
  Deposits                                       11,327
  Withdrawals                                    (9,704)
  Outstanding units, beginning of year                0
                                                 ------

  Outstanding units, end of year                  1,623
                                                 ======


<FN>
<F*>This fund was formerly known as the Gold & Natural Resources Fund.
<F**>The Worldwide Emerging Markets Fund began operations on September 15, 1998.                                  (continued)



<PAGE>
<PAGE>

NOTE 6 - ACCUMULATION UNIT ACTIVITY (CONTINUED)

The following is a summary of the accumulation unit activity for the
year ended December 31, 1999, and 1998:

<CAPTION>
                                                                                                                       WORLDWIDE
                                                           HIGH INCOME              WORLDWIDE HARD ASSETS          EMERGING MARKETS
                                                          FUND DIVISION              FUND DIVISION<F**>              FUND DIVISION
                                                       ------------------           ---------------------        -------------------

                                                        1999        1998             1999          1998           1999    1998<F***>
                                                       ------      ------           ------        -------        ------   ----------
<S>                                                    <C>          <C>              <C>            <C>          <C>         <C>
Variable Universal Life - 98:<F*>
  Deposits                                             44,520       1,163             950           11           1,992       159
  Withdrawals                                          (3,941)        (29)           (124)           0            (453)       (9)
  Outstanding units, beginning of year                  1,134           0              11            0             150         0
                                                       ------       -----            ----           --           -----       ---

  Outstanding units, end of year                       41,713       1,134             837           11           1,689       150
                                                       ======       =====            ====           ==           =====       ===


Joint and Survivor Variable Universal Life - 98:<F*>
  Deposits                                              6,839         175                                          345         0
  Withdrawals                                          (1,080)         (5)                                         (28)        0
  Outstanding units, beginning of year                    170           0                                            0         0
                                                       ------       -----                                        -----       ---

  Outstanding units, end of year                        5,929         170                                          317         0
                                                       ======       =====                                        =====       ===




<FN>
<F*>The Variable Universal Life 98 and Joint And Survivor Variable Universal Life products were introduced in 1998,
and the first deposits were received on September 29, 1998 and October 14, 1998, respectively.
<F**>This fund was formerly known as the Gold & Natural Resources Fund.
<F***> The Worldwide Emerging Markets Fund began operations on September 15, 1998.                                       (continued)



<PAGE>
<PAGE>

NOTE 6 - ACCUMULATION UNIT ACTIVITY (CONTINUED)

The following is a summary of the accumulation unit activity for the
period ended December 31, 1999, 1998 and 1997:

<CAPTION>

                                                         MULTI-STYLE EQUITY                               CORE BOND
                                                          FUND DIVISION<F*>                            FUND DIVISION<F*>
                                               -----------------------------------           -----------------------------------

                                                 1999         1998           1997              1999         1998           1997
                                               -------       -------       -------           -------       -------        ------
<S>                                            <C>           <C>           <C>               <C>           <C>            <C>
Variable Universal Life - 95:<F**>
  Deposits                                      25,719        15,537             0             2,587         4,116             0
  Withdrawals                                   (2,365)         (679)            0              (335)          (46)            0
  Outstanding units, beginning of period        14,858             0             0             4,070             0             0
                                               -------       -------       -------           -------       -------        ------

  Outstanding units, end of period              38,212        14,858             0             6,322         4,070             0
                                               =======       =======       =======           =======       =======        ======


Variable General Select Plus:<F***>
  Deposits                                     167,069       456,763        47,597           310,229       450,004        21,805
  Withdrawals                                  (72,422)      (30,453)         (667)          (60,786)      (73,816)         (391)
  Outstanding units, beginning of period       473,240        46,930             0           397,602        21,414             0
                                               -------       -------       -------           -------       -------        ------

  Outstanding units, end of period             567,887       473,240        46,930           647,045       397,602        21,414
                                               =======       =======       =======           =======       =======        ======


Variable Universal Life - 100:<F****>
  Deposits                                      56,809         8,637             0            39,861           807             0
  Withdrawals                                  (22,765)       (1,360)            0           (32,644)         (123)            0
  Outstanding units, beginning of year           7,277             0             0               684             0             0
                                               -------       -------       -------           -------       -------        ------

  Outstanding units, end of year                41,321         7,277             0             7,901           684             0
                                               =======       =======       =======           =======       =======        ======


Russell Variable Universal Life: <F*****>
  Deposits                                       9,282        81,464       153,054             3,615        91,724        86,149
  Withdrawals                                   (8,686)       (9,164)       (1,563)          (10,478)      (10,534)       (2,024)
  Outstanding units, beginning of period       223,791       151,491             0           165,315        84,125             0
                                               -------       -------       -------           -------       -------        ------

  Outstanding units, end of period             224,387       223,791       151,491           158,452       165,315        84,125
                                               =======       =======       =======           =======       =======        ======




<FN>
<F*>The Multi-style Equity Fund and Core Bond Fund began operations on January 2, 1997.
<F**>The Variable Universal Life - 95 product was introduced to the Frank Russell funds on April 30, 1998, and the first deposit
was received on May 14, 1998.
<F***>The Variable General Select Plus product was introduced in 1997, and the first deposit was received on June 26, 1997.
<F****>The Variable Universal Life - 100 product was introduced to the Frank Russell funds on April 30, 1998, and the first deposit
was received on May 22, 1998.
<F*****>The Russell Variable Universal Life product was introduced in 1997, and the first deposit was received on June 6, 1997.
                                                                                                                     (continued)



<PAGE>
<PAGE>

NOTE 6 - ACCUMULATION UNIT ACTIVITY (CONTINUED)

The following is a summary of the accumulation unit activity for the
year ended December 31, 1999, and 1998:

<CAPTION>

                                                               MULTI-STYLE EQUITY                             CORE BOND
                                                                FUND DIVISION<F*>                         FUND DIVISION<F*>
                                                              ---------------------                    ---------------------

                                                               1999           1998                      1999           1998
                                                              ------          -----                    ------          -----
<S>                                                           <C>             <C>                      <C>               <C>
Variable Universal Life - 98:<F**>
  Deposits                                                    59,760          4,052                    36,182            788
  Withdrawals                                                 (8,199)          (101)                   (9,781)            (9)
  Outstanding units, beginning of year                         3,951              0                       779              0
                                                              ------          -----                    ------            ---

  Outstanding units, end of year                              55,512          3,951                    27,180            779
                                                              ======          =====                    ======            ===


Joint and Survivor Variable Universal Life - 98:<F**>
  Deposits                                                     7,599            410                     6,321            169
  Withdrawals                                                   (838)           (12)                     (255)            (5)
  Outstanding units, beginning of year                           398              0                       164              0
                                                              ------          -----                    ------            ---

  Outstanding units, end of year                               7,159            398                     6,230            164
                                                              ======          =====                    ======            ===





<FN>
<F*>The Multi-style Equity Fund and Core Bond Fund began operations on January 2, 1997.
<F**>The Variable Universal Life 98 and Joint And Survivor Variable Universal Life products were introduced in 1998,
and the first deposits were received on September 29, 1998 and October 14, 1998, respectively.                   (continued)




<PAGE>
<PAGE>

NOTE 6 - ACCUMULATION UNIT ACTIVITY (CONTINUED)

The following is a summary of the accumulation unit activity for the
period ended December 31, 1999, 1998 and 1997:

<CAPTION>

                                                         AGGRESSIVE EQUITY                                 NON-US
                                                         FUND DIVISION<F*>                            FUND DIVISION<F*>
                                               ----------------------------------           ---------------------------------

                                                 1999          1998         1997              1999          1998        1997
                                               -------       -------       ------           -------       -------      ------
<S>                                            <C>           <C>           <C>              <C>           <C>          <C>
Variable Universal Life - 95:<F**>
  Deposits                                       6,833        14,484            0             7,044        10,028           0
  Withdrawals                                   (1,715)         (592)           0            (1,673)         (208)          0
  Outstanding units, beginning of period        13,892             0            0             9,820             0           0
                                               -------       -------       ------           -------       -------      ------

  Outstanding units, end of period              19,010        13,892            0            15,191         9,820           0
                                               =======       =======       ======           =======       =======      ======


Variable General Select Plus:<F***>
  Deposits                                      62,730       192,091       25,379            33,941       188,887      28,863
  Withdrawals                                  (59,340)      (43,602)        (279)          (26,047)      (29,735)       (285)
  Outstanding units, beginning of period       173,589        25,100            0           187,730        28,578           0
                                               -------       -------       ------           -------       -------      ------

  Outstanding units, end of period             176,979       173,589       25,100           195,624       187,730      28,578
                                               =======       =======       ======           =======       =======      ======


Variable Universal Life - 100:<F****>
  Deposits                                      16,636         3,083            0            21,192         1,576           0
  Withdrawals                                   (4,051)         (414)           0           (12,838)         (127)          0
  Outstanding units, beginning of year           2,669             0            0             1,449             0           0
                                               -------       -------       ------           -------       -------      ------

  Outstanding units, end of year                15,254         2,669            0             9,803         1,449           0
                                               =======       =======       ======           =======       =======      ======


Russell Variable Universal Life: <F*****>
  Deposits                                       8,286        34,380       75,650             3,570        56,596      50,101
  Withdrawals                                   (3,252)       (3,034)        (494)           (6,141)       (5,688)     (1,018)
  Outstanding units, beginning of period       106,502        75,156            0            99,991        49,083           0
                                               -------       -------       ------           -------       -------      ------

  Outstanding units, end of period             111,536       106,502       75,156            97,420        99,991      49,083
                                               =======       =======       ======           =======       =======      ======


<FN>
<F*>The Aggressive Equity Fund and Non-US Fund began operations on January 2, 1997.
<F**>The Variable Universal Life - 95 product was introduced to the Frank Russell funds on April 30, 1998, and the first deposit
was received on May 14, 1998.
<F***>The Variable General Select Plus product was introduced in 1997, and the first deposit was received on June 26, 1997.
<F****>The Variable Universal Life - 100 product was introduced to the Frank Russell funds on April 30, 1998, and the first deposit
was received on May 22, 1998.
<F*****>The Russell Variable Universal Life product was introduced in 1997, and the first deposit was received on June 6, 1997.
                                                                                                                   (continued)


<PAGE>
<PAGE>

NOTE 6 - ACCUMULATION UNIT ACTIVITY (CONTINUED)

The following is a summary of the accumulation unit activity for the
year ended December 31, 1999 and 1998:

<CAPTION>

                                                               AGGRESSIVE EQUITY                           NON-US
                                                                FUND DIVISION<F*>                     FUND DIVISION<F*>
                                                              ---------------------                 ---------------------

                                                               1999           1998                   1999            1998
                                                              ------          -----                 ------          -----
<S>                                                           <C>             <C>                   <C>               <C>
Variable Universal Life - 98:<F**>
  Deposits                                                    36,276          3,760                 14,411            885
  Withdrawals                                                 (5,039)           (70)                (2,475)           (16)
  Outstanding units, beginning of year                         3,690              0                    869              0
                                                              ------          -----                 ------            ---

  Outstanding units, end of year                              34,927          3,690                 12,805            869
                                                              ======          =====                 ======            ===


Joint and Survivor Variable Universal Life - 98:<F**>
  Deposits                                                     3,172              0                  2,535            165
  Withdrawals                                                   (464)             0                   (262)            (5)
  Outstanding units, beginning of year                             0              0                    160              0
                                                              ------          -----                 ------            ---

  Outstanding units, end of year                               2,708              0                  2,433            160
                                                              ======          =====                 ======            ===




<FN>
<F*>The Aggressive Equity Fund and Non-US Fund began operations on January 2, 1997.
<F**>The Variable Universal Life 98 and Joint And Survivor Variable Universal Life products were introduced in 1998,
and the first deposits were received on September 29, 1998 and October 14, 1998, respectively.
                                                                                                              (continued)



<PAGE>
<PAGE>

NOTE 6 - ACCUMULATION UNIT ACTIVITY (CONTINUED)

The following is a summary of the accumulation unit activity for the
year ended December 31, 1999:

<CAPTION>

                                                         INCOME & GROWTH             INTERNATIONAL                    VALUE
                                                        FUND DIVISION<F*>           FUND DIVISION<F*>           FUND DIVISION<F*>
                                                       -------------------         ------------------          ------------------

                                                              1999                        1999                        1999
                                                            -------                     -------                     -------
<S>                                                         <C>                         <C>                         <C>
Variable Universal Life - 95:<F**>
  Deposits                                                    2,824                       1,001                           0
  Withdrawals                                                   (24)                         (3)                          0
  Outstanding units, beginning of year                            0                           0                           0
                                                            -------                     -------                     -------

  Outstanding units, end of year                              2,800                         998                           0
                                                            =======                     =======                     =======


Variable General Select Plus:<F**>
  Deposits                                                    1,838                       5,156                         805
  Withdrawals                                                   (21)                       (625)                        (10)
  Outstanding units, beginning of year                            0                           0                           0
                                                            -------                     -------                     -------

Outstanding units, end of year                                1,817                       4,531                         795
                                                            =======                     =======                     =======


Variable Universal Life - 100:<F**>
  Deposits                                                   19,391                      17,730                      10,510
  Withdrawals                                               (16,959)                    (10,629)                    (10,510)
  Outstanding units, beginning of year                            0                           0                           0
                                                            -------                     -------                     -------

  Outstanding units, end of year                              2,432                       7,101                           0
                                                            =======                     =======                     =======




<FN>
<F*>The Income & Growth Fund, International Fund, and Value Fund began operations on September 15, 1998.
<F**>The Variable Universal Life - 95, Variable General Select Plus, and Variable Universal Life - 100 products were introduced to
the American Century funds on April 30, 1999, and the first deposits were received on July 7, 1999, May 17, 1999, and June 18,
1999, respectively.

                                                                                                                   (continued)




<PAGE>
<PAGE>

NOTE 6 - ACCUMULATION UNIT ACTIVITY (CONTINUED)

The following is a summary of the accumulation unit activity for the
period ended December 31, 1999 and 1998:

<CAPTION>

                                                      INCOME & GROWTH                INTERNATIONAL                     VALUE
                                                       FUND DIVISION                 FUND DIVISION                 FUND DIVISION
                                                   --------------------          ---------------------         --------------------

                                                    1999       1998<F*>           1999        1998<F*>          1999       1998<F*>
                                                   ------      --------          ------       --------         ------      --------
<S>                                                <C>            <C>            <C>             <C>           <C>            <C>
Variable Universal Life - 98:<F**>
  Deposits                                         48,580         631            24,488          92             9,149         360
  Withdrawals                                      (5,275)        (16)           (2,024)         (7)           (1,376)         (3)
  Outstanding units, beginning of period              615           0                85           0               357           0
                                                   ------         ---            ------          --            ------         ---

  Outstanding units, end of period                 43,920         615            22,549          85             8,130         357
                                                   ======         ===            ======          ==            ======         ===


Joint and Survivor Variable Universal Life - 98:
  Deposits                                          3,433           0             1,188           0               302           0
  Withdrawals                                        (541)          0              (114)          0               (62)          0
  Outstanding units, beginning of year                  0           0                 0           0                 0           0
                                                   ------         ---            ------          --            ------         ---

  Outstanding units, end of year                    2,892           0             1,074           0               240           0
                                                   ======         ===            ======          ==            ======         ===




<FN>
<F*>The Income & Growth Fund, International Fund, and Value Fund began operations on September 15, 1998.
<F**>The Variable Universal Life 98 product was introduced in 1998, and the first deposit was received on September 29, 1998.
                                                                                                                      (continued)



<PAGE>
<PAGE>

NOTE 6 - ACCUMULATION UNIT ACTIVITY (CONTINUED)

The following is a summary of the accumulation unit activity for the
year ended December 31, 1999:

<CAPTION>

                                                      BOND PORTFOLIO                  SMALL COMPANY
                                                     FUND DIVISION<F*>              FUND DIVISION<F*>
                                                   --------------------           --------------------

                                                           1999                          1999
                                                           -----                        ------
<S>                                                         <C>                         <C>
Variable Universal Life-95:<F**>
  Deposits                                                   896                         4,033
  Withdrawals                                               (543)                       (1,453)
  Outstanding units, beginning of year                         0                             0
                                                            ----                        ------

  Outstanding units, end of year                             353                         2,580
                                                            ====                        ======


Variable General Select Plus:<F**>
  Deposits                                                   932                        10,153
  Withdrawals                                                 (6)                          (62)
  Outstanding units, beginning of year                         0                             0
                                                            ----                        ------

  Outstanding units, end of year                             926                        10,091
                                                            ====                        ======


Variable Universal Life-100:<F**>
  Deposits                                                   340                         3,598
  Withdrawals                                                 (9)                          (16)
  Outstanding units, beginning of year                         0                             0
                                                            ----                        ------

  Outstanding units, end of year                             331                         3,582
                                                            ====                        ======

<FN>
<F*>The Bond Portfolio Fund and Small Company Fund began operations on September 15, 1998.
<F**>The Variable Universal Life - 95, Variable General Select Plus, and Variable Universal Life - 100 products were introduced to
the J. P. Morgan funds on April 30, 1999, and the first deposits were received on July 1, 1999, May 17, 1999, and May 19, 1999,
respectively.

                                                                                                     (continued)


<PAGE>
<PAGE>

NOTE 6 - ACCUMULATION UNIT ACTIVITY (CONTINUED)

The following is a summary of the accumulation unit activity for the
years ended December 31, 1999 and 1998:

<CAPTION>

                                                                  BOND PORTFOLIO                          SMALL COMPANY
                                                                  FUND DIVISION                           FUND DIVISION
                                                              ---------------------                 ------------------------

                                                               1999        1998<F*>                  1999           1998<F*>
                                                              ------       --------                 ------          --------
<S>                                                           <C>             <C>                   <C>               <C>
Variable Universal Life - 98:<F**>
  Deposits                                                    12,486          330                   22,053            292
  Withdrawals                                                   (680)          (2)                  (3,275)           (19)
  Outstanding units, beginning of period                         328            0                      273              0
                                                              ------          ---                   ------            ---

  Outstanding units, end of period                            12,134          328                   19,051            273
                                                              ======          ===                   ======            ===


Joint and Survivor Variable Universal Life - 98:
  Deposits                                                       528            0                    3,035              0
  Withdrawals                                                   (107)           0                     (326)             0
  Outstanding units, beginning of year                             0            0                        0              0
                                                              ------          ---                   ------            ---

  Outstanding units, end of year                                 421            0                    2,709              0
                                                              ======          ===                   ======            ===



<FN>
<F*>The Bond Portfolio Fund and Small Company Fund began operations on September 15, 1998.
<F**>The Variable Universal Life 98 product was introduced in 1998, and the first deposit was received on September 29, 1998.

                                                                                                                  (continued)
</TABLE>



<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT

Deposits into the Separate Account are used to purchase shares in the
Capital Company, Variable Insurance Products Funds, Variable Insurance
Products Fund II, Van Eck Worldwide Insurance Trust,  Russell Insurance
Funds, American Century Variable Portfolios, or J.P. Morgan Series Trust
II. Net deposits represent the amounts available for investment in such
shares after deduction of sales charges, premium taxes, administrative
costs, insurance, underwriting and acquisition expense, cost of
insurance, and cost of optional benefits by rider.  Realized and
unrealized capital gains (losses) have been excluded from net deposits
into the Separate Account because they have been included in increase
(decrease) in net assets resulting from operations in the Statements of
Changes in Net Assets.


Variable Universal Life - 95:
- -----------------------------

<TABLE>
<CAPTION>
                                                         S & P 500 INDEX                                MONEY MARKET
                                                          FUND DIVISION                                FUND DIVISION
                                             ----------------------------------------      ---------------------------------------


                                                1999           1998           1997           1999          1998           1997
                                             ----------    -----------    -----------      ---------    ----------    ------------
<S>                                          <C>           <C>            <C>              <C>          <C>           <C>
Total gross deposits                         $ 185,198     $1,456,349     $1,099,723       $ 70,185     $ 813,595     $ 1,794,475
Transfers between fund divisions and
  General American                              42,863        150,022        931,860        248,848      (578,617)     (1,471,521)
Surrenders and withdrawals                    (254,901)      (471,926)      (144,131)        (1,251)       (1,674)        (20,934)
                                             ---------     ----------     ----------       --------     ---------     -----------

Total gross deposits, transfers, and
  surrenders between fund divisions            (26,840)     1,134,445      1,887,452        317,782       233,304         302,020
                                             ---------     ----------     ----------       --------     ---------     -----------


Deductions:
  Premium load charges                          87,826        115,481         84,994         18,195        63,307         371,169
  Cost of insurance and administrative
    expenses                                    64,409        702,222        481,051          6,770       217,403         135,973
                                             ---------     ----------     ----------       --------     ---------     -----------

     Total deductions                          152,235        817,703        566,045         24,965       280,710         507,142
                                             ---------     ----------     ----------       --------     ---------     -----------


Net deposits into (withdrawals from)
  Separate Account                           $(179,075)    $  316,742     $1,321,407       $292,817     $ (47,406)    $  (205,122)
                                             =========     ==========     ==========       ========     =========     ===========


                                                                                                                  (continued)


<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT, (CONTINUED)


Variable Universal Life - 95:
- -----------------------------




<CAPTION>
                                                           BOND INDEX                                MANAGED EQUITY
                                                         FUND DIVISION                                FUND DIVISION
                                             ---------------------------------------       -------------------------------------

                                                1999          1998           1997            1999          1998          1997
                                             ---------     ---------      ----------       --------     ---------     ----------

<S>                                          <C>           <C>            <C>              <C>          <C>           <C>
Total gross deposits                         $ 61,294      $443,018       $ 312,433        $62,997      $364,076      $ 359,432
Transfers between fund divisions and
  General American                            (33,145)       39,732         504,481          5,215         1,644         53,604
Surrenders and withdrawals                       (762)      (48,407)       (161,856)        (8,463)      (48,475)      (162,045)
                                             --------      --------       ---------        -------      --------      ---------

Total gross deposits, transfers, and
  surrenders between fund divisions            27,387       434,343         655,058         59,749       317,245        250,991
                                             --------      --------       ---------        -------      --------      ---------


Deductions:
  Premium load charges                         20,736        33,733          24,355         25,178        28,257         27,564
  Cost of insurance and administrative
    expenses                                    9,997       124,148         111,704         21,239       197,695        191,337
                                             --------      --------       ---------        -------      --------      ---------

     Total deductions                          30,733       157,881         136,059         46,417       225,952        218,901
                                             --------      --------       ---------        -------      --------      ---------


Net deposits into (withdrawals from)
  Separate Account                           $ (3,346)     $276,462       $ 518,999        $13,332      $ 91,293      $  32,090
                                             ========      ========       =========        =======      ========      =========



                                                                                                                  (continued)




<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT, (CONTINUED)


Variable Universal Life - 95:
- -----------------------------




<CAPTION>
                                                        ASSET ALLOCATION                            INTERNATIONAL INDEX
                                                          FUND DIVISION                              FUND DIVISION<F*>
                                             ----------------------------------------      -------------------------------------

                                                1999           1998          1997            1999          1998          1997
                                             ----------    -----------    -----------      ---------    ----------    ----------

<S>                                          <C>           <C>            <C>              <C>          <C>           <C>
Total gross deposits                         $ 185,694     $1,409,425     $1,571,785       $ 92,422     $ 577,527     $ 674,809
Transfers between fund divisions and
  General American                            (110,411)      (240,301)      (542,327)       (38,915)     (287,016)     (244,489)
Surrenders and withdrawals                      (5,907)      (237,885)      (261,445)       (24,993)      (53,267)      (27,295)
                                             ---------     ----------     ----------       --------     ----------    ---------

Total gross deposits, transfers, and
  surrenders between fund divisions             69,376        931,239        768,013         28,514       237,244       403,025
                                             ---------     ----------     ----------       --------     ----------    ---------


Deductions:
  Premium load charges                          71,154        101,603        115,555         32,153        45,221        53,326
  Cost of insurance and administrative
    expenses                                    38,489        453,887        472,278         18,992       203,189       206,172
                                             ---------     ----------     ----------       --------     ----------    ---------

     Total deductions                          109,643        555,490        587,833         51,145       248,410       259,498
                                             ---------     ----------     ----------       --------     ----------    ---------


Net deposits into (withdrawals from)
  Separate Account                           $ (40,267)    $  375,749     $  180,180       $(22,631)    $ (11,166)    $ 143,527
                                             =========     ==========     ==========       ========     =========     =========


<FN>
<F*>This fund was formerly known as the International Equity Fund.                                                (continued)



<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT, (CONTINUED)


Variable Universal Life - 95:
- -----------------------------




<CAPTION>
                                                          MID-CAP EQUITY                             SMALL-CAP EQUITY
                                                         FUND DIVISION<F*>                            FUND DIVISION
                                             ---------------------------------------       ------------------------------------

                                                1999           1998           1997           1999          1998       1997<F**>
                                             ---------     ----------     ----------       ---------    ---------     ---------

<S>                                          <C>           <C>            <C>              <C>          <C>           <C>
Total gross deposits                         $ 73,750      $ 535,140      $ 731,205        $ 14,728     $ 92,984      $ 81,175
Transfers between fund divisions and
  General American                            (11,030)      (161,251)      (545,250)        (24,848)     123,494       386,732

Surrenders and withdrawals                    (23,853)       (60,979)       (30,828)              0      (13,142)            0
                                             --------      ---------      ---------        --------     --------      --------

Total gross deposits, transfers, and
  surrenders between fund divisions            38,867        312,910        155,127         (10,120)     203,336       467,907
                                             --------      ---------      ---------        --------     --------      --------


Deductions:
  Premium load charges                         28,879         40,775         55,258           4,367        7,292         6,341
  Cost of insurance and administrative
    expenses                                   17,499        229,610        226,846           1,828       23,300         4,229
                                             --------      ---------      ---------        --------     --------      --------

     Total deductions                          46,378        270,385        282,104           6,195       30,592        10,570
                                             --------      ---------      ---------        --------     --------      --------


Net deposits into (withdrawals from)
  Separate Account                           $ (7,511)     $  42,525      $(126,977)       $(16,315)    $172,744      $457,337
                                             ========      =========      =========        ========     ========      ========


<FN>
<F*>This fund was formerly known as the Special Equity Fund.
<F**>The Small-Cap Equity Fund began operations on May 1, 1997.                                                   (continued)



<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT, (CONTINUED)


Variable Universal Life - 95:
- -----------------------------




<CAPTION>
                                                          EQUITY-INCOME                                    GROWTH
                                                          FUND DIVISION                                FUND DIVISION
                                             ----------------------------------------      --------------------------------------

                                                1999           1998           1997            1999          1998          1997
                                             ----------    -----------    -----------      ----------   -----------   -----------

<S>                                          <C>           <C>            <C>              <C>          <C>           <C>
Total gross deposits                         $ 198,741     $1,154,929     $1,258,958       $ 241,466    $1,514,732    $1,700,056
Transfers between fund divisions and
  General American                            (227,879)       (50,446)      (346,404)       (157,307)     (487,503)      124,428
Surrenders and withdrawals                    (163,472)      (247,987)      (243,196)       (316,618)     (324,276)     (260,054)
                                             ---------     ----------     ----------       ---------    ----------    ----------

Total gross deposits, transfers, and
  surrenders between fund divisions           (192,610)       856,496        669,358        (232,459)      702,953     1,564,430
                                             ---------     ----------     ----------       ---------    ----------    ----------


Deductions:
  Premium load charges                          81,278         91,178         98,808         114,323       118,852       134,071
  Cost of insurance and administrative
    expenses                                    37,192        484,812        470,011          72,257       664,659       606,328
                                             ---------     ----------     ----------       ---------    ----------    ----------

     Total deductions                          118,470        575,990        568,819         186,580       783,511       740,399
                                             ---------     ----------     ----------       ---------    ----------    ----------


Net deposits into (withdrawals from)
  Separate Account                           $(311,080)    $  280,506     $  100,539       $(419,039)   $  (80,558)   $  824,031
                                             =========     ==========     ==========       =========    ==========    ==========



                                                                                                        (continued)



<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT, (CONTINUED)



Variable Universal Life - 95:
- -----------------------------



<CAPTION>
                                                            OVERSEAS                                  ASSET MANAGER
                                                         FUND DIVISION                                FUND DIVISION
                                             ----------------------------------------      -----------------------------------

                                                1999          1998            1997           1999          1998         1997
                                             ---------     ----------     -----------      --------     ---------     --------

<S>                                          <C>           <C>            <C>              <C>          <C>           <C>
Total gross deposits                         $105,041      $ 792,155      $  927,173       $ 9,248      $ 28,935      $ 9,236
Transfers between fund divisions and
  General American                            (65,913)      (249,954)        262,454        (1,899)       85,499        3,098
Surrenders and withdrawals                     (1,091)       (84,661)       (121,639)            0        (1,077)           0
                                             --------      ---------      ----------       -------      --------      -------

Total gross deposits, transfers, and
  surrenders between fund divisions            38,037        457,540       1,067,988         7,349       113,357       12,334
                                             --------      ---------      ----------       -------      --------      -------


Deductions:
  Premium load charges                         47,051         60,018          71,458         3,698         2,699          706
  Cost of insurance and administrative
    expenses                                   28,789        304,803         302,840         1,120         8,127        1,874
                                             --------      ---------      ----------       -------      --------      -------

     Total deductions                          75,840        364,821         374,298         4,818        10,826        2,580
                                             --------      ---------      ----------       -------      --------      -------

Net deposits into (withdrawals from)
  Separate Account                           $(37,803)     $  92,719      $  693,690       $ 2,531      $102,531      $ 9,754
                                             ========      =========      ==========       =======      ========      =======



                                                                                                                 (continued)



<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT, (CONTINUED)



Variable Universal Life - 95:
- -----------------------------



<CAPTION>
                                                         HIGH INCOME                              WORLDWIDE HARD ASSETS
                                                        FUND DIVISION                                FUND DIVISION<F*>
                                             --------------------------------------        ----------------------------------

                                                1999         1998            1997            1999          1998        1997
                                             ---------     --------       ---------        --------     ---------     -------

<S>                                          <C>           <C>            <C>              <C>          <C>           <C>
Total gross deposits                         $  5,222      $52,060        $ 61,425         $    12      $ 21,677      $29,642
Transfers between fund divisions and
  General American                            (20,051)      34,487         (76,243)         (1,088)      (21,580)      31,281
Surrenders and withdrawals                          0          (29)              0               0           (10)           0
                                             --------      -------        --------         -------      --------      -------

Total gross deposits, transfers, and
  surrenders between fund divisions           (14,829)      86,518         (14,818)         (1,076)           87       60,923
                                             --------      -------        --------         -------      --------      -------


Deductions:
  Premium load charges                          2,499        4,139           4,910             310         1,790        2,223
  Cost of insurance and administrative
    expenses                                    1,345       22,068          19,821             287         3,541        5,330
                                             --------      -------        --------         -------      --------      -------

     Total deductions                           3,844       26,207          24,731             597         5,331        7,553
                                             --------      -------        --------         -------      --------      -------

Net deposits into (withdrawals from)
  Separate Account                           $(18,673)     $60,311        $(39,549)        $(1,673)     $ (5,244)     $53,370
                                             ========      =======        ========         =======      ========      =======


<FN>
<F*>This fund was formerly known as the Gold & Natural Resources Fund.                                            (continued)



<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT, (CONTINUED)



Variable Universal Life - 95:
- -----------------------------


<CAPTION>
                                                        WORLDWIDE
                                                     EMERGING MARKETS       MULTI-STYLE EQUITY                 CORE BOND
                                                      FUND DIVISION            FUND DIVISION                 FUND DIVISION
                                                     ----------------     ---------------------          --------------------

                                                        1999<F**>           1999       1998<F*>           1999       1998<F*>
                                                        ---------         -------      --------          ------      --------

<S>                                                     <C>               <C>            <C>             <C>         <C>
Total gross deposits                                    $    632          $11,094      $ 11,160          $1,310      $   558
Transfers between fund divisions and
  General American                                        26,701                0       129,908               0       42,124
Surrenders and withdrawals                               (20,109)               0        (1,571)              0            0
                                                        --------          -------      --------          ------      -------

Total gross deposits, transfers, and
  surrenders between fund divisions                        7,224           11,094       139,497           1,310       42,682
                                                        --------          -------      --------          ------      -------


Deductions:
  Premium load charges                                        22            3,558         1,059             314           33
  Cost of insurance and administrative expenses              271            1,703         2,418             261          479
                                                        --------          -------      --------          ------      -------

     Total deductions                                        293            5,261         3,477             575          512
                                                        --------          -------      --------          ------      -------


Net deposits into Separate Account                      $  6,931          $ 5,833      $136,020          $  735      $42,170
                                                        ========          =======      ========          ======      =======


<FN>
<F*>The Variable Universal Life - 95 product became available to these funds on April 30, 1998.                   (continued)
<F**>The Variable Universal Life - 95 product became available to this fund on April 30, 1999.



<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT, (CONTINUED)



Variable Universal Life - 95:
- -----------------------------



<CAPTION>
                                                           AGGRESSIVE EQUITY                 NON-US           INCOME & GROWTH
                                                             FUND DIVISION                FUND DIVISION        FUND DIVISION
                                                        ---------------------         --------------------    ---------------

                                                         1999        1998<F*>          1999       1998<F*>       1999<F**>
                                                        ------      ---------         ------      --------       ---------

<S>                                                     <C>         <C>               <C>         <C>             <C>
Total gross deposits                                    $5,123      $  3,900          $8,286      $ 5,027         $  350
Transfers between fund divisions and
  General American                                           0       111,676               0       81,549          4,916
Surrenders and withdrawals                                   0          (721)              0            0              0
                                                        ------      --------          ------      -------         ------

Total gross deposits, transfers, and
  surrenders between fund divisions                      5,123       114,855           8,286       86,576          5,266
                                                        ------      --------          ------      -------         ------


Deductions:
  Premium load charges                                   1,837           512           1,307          536             45
  Cost of insurance and administrative expenses          1,058         2,054             596        1,957             93
                                                        ------      --------          ------      -------         ------

     Total deductions                                    2,895         2,566           1,903        2,493            138
                                                        ------      --------          ------      -------         ------


Net deposits into Separate Account                      $2,228      $112,289          $6,383      $84,083         $5,128
                                                        ======      ========          ======      =======         ======


<FN>
<F*>The Variable Universal Life - 95 product became available to these funds on April 30, 1998.
<F**>The Variable Universal Life - 95 product became available to this fund on April 30, 1999.
                                                                                                        (continued)



<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT, (CONTINUED)



Variable Universal Life - 95:
- -----------------------------


<CAPTION>
                                                                                                                 SMALL COMPANY
                                                       INTERNATIONAL              BOND PORTFOLIO                   PORTFOLIO
                                                       FUND DIVISION               FUND DIVISION                 FUND DIVISION
                                                      -------------              ----------------               ---------------

                                                          1999<F*>                    1999<F*>                      1999<F*>
                                                          --------                    --------                      --------

<S>                                                        <C>                         <C>                         <C>
Total gross deposits                                       $  150                      $   18                      $    871
Transfers between fund divisions and
  General American                                          6,911                       3,471                        21,899
Surrenders and withdrawals                                      0                           0                       (18,684)
                                                           ------                      ------                      --------

Total gross deposits, transfers, and
  surrenders between fund divisions                         7,061                       3,489                         4,086
                                                           ------                      ------                      --------


Deductions:
  Premium load charges                                         16                           0                            22
  Cost of insurance and administrative expenses                14                           0                           269
                                                           ------                      ------                      --------

     Total deductions                                          30                           0                           291
                                                           ------                      ------                      --------


Net deposits into Separate Account                         $7,031                      $3,489                      $  3,795
                                                           ======                      ======                      ========


<FN>
<F*>The Variable Universal Life - 95 product became available to these funds on April 30, 1999.                 (continued)



<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT, (CONTINUED)



Variable General Select Plus:
- -----------------------------



<CAPTION>
                                                        S & P 500 INDEX                                MONEY MARKET
                                                         FUND DIVISION                                FUND DIVISION
                                           -----------------------------------------     -----------------------------------------

                                                1999          1998          1997            1999           1998           1997
                                           ------------   -----------   ------------     ----------   -------------   ------------

<S>                                        <C>            <C>           <C>              <C>          <C>             <C>
Total gross deposits                       $ 9,516,696    $1,357,475    $ 1,229,167      $3,414,103   $ 16,933,833    $11,949,827
Transfers between fund divisions and
  General American                              60,389     5,431,739      1,639,191          27,242    (20,254,746)    (6,333,824)
Surrenders and withdrawals                  (1,040,805)     (152,414)    (5,100,149)              0       (214,226)    (4,042,319)
                                           -----------    ----------    -----------      ----------   ------------    -----------

Total gross deposits, transfers, and
  surrenders between fund divisions          8,536,280     6,636,800     (2,231,791)      3,441,345     (3,535,139)     1,573,684
                                           -----------    ----------    -----------      ----------   ------------    -----------



Deductions:
  Premium load charges                         172,275        99,759         88,924         544,962      1,299,538        870,893
  Cost of insurance and administrative
    expenses                                    38,868       293,438        158,092           7,722        221,400        158,166
                                           -----------    ----------    -----------      ----------   ------------    -----------

     Total deductions                          211,143       393,197        247,016         552,684      1,520,938      1,029,059
                                           -----------    ----------    -----------      ----------   ------------    -----------

Net deposits into (withdrawals from)
  Separate Account                         $ 8,325,137    $6,243,603    $(2,478,807)     $2,888,661   $ (5,056,077)   $   544,625
                                           ===========    ==========    ===========      ==========   ============    ===========





                                                                                                                     (continued)



<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT, (CONTINUED)



Variable General Select Plus:
- -----------------------------



<CAPTION>
                                                            BOND INDEX                               MANAGED EQUITY
                                                          FUND DIVISION                              FUND DIVISION
                                             ----------------------------------------      -----------------------------------

                                                 1999         1998           1997             1999        1998         1997
                                             -----------    ---------    ------------      ---------    ---------    ---------

<S>                                          <C>            <C>          <C>               <C>          <C>          <C>
Total gross deposits                         $1,499,923     $146,938     $   170,971       $686,238     $185,192     $225,421
Transfers between fund divisions and
  General American                              (51,332)     205,041         109,381         (5,378)        (477)      49,038
Surrenders and withdrawals                       (8,668)     (27,635)     (4,675,478)        (1,579)     (44,810)     (28,866)
                                             ----------     --------     -----------       --------     --------     --------

Total gross deposits, transfers, and
  surrenders between fund divisions           1,439,923      324,344      (4,395,126)       679,281      139,905      245,593
                                             ----------     --------     -----------       --------     --------     --------



Deductions:
  Premium load charges                           17,017       10,813          12,639         14,026       12,749       16,872
  Cost of insurance and administrative
    expenses                                      3,507       29,846          24,838          2,662       29,578       24,211
                                             ----------     --------     -----------       --------     --------     --------

     Total deductions                            20,524       40,659          37,477         16,688       42,327       41,083
                                             ----------     --------     -----------       --------     --------     --------

Net deposits into (withdrawals from)
  Separate Account                           $1,419,399     $283,685     $(4,432,603)      $662,593     $ 97,578     $204,510
                                             ==========     ========     ===========       ========     ========     ========





                                                                                                                  (continued)



<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT, (CONTINUED)



Variable General Select Plus:
- -----------------------------



<CAPTION>
                                                        ASSET ALLOCATION                          INTERNATIONAL INDEX
                                                          FUND DIVISION                            FUND DIVISION<F*>
                                            ---------------------------------------      -----------------------------------

                                                1999          1998           1997           1999         1998        1997
                                            -----------    ----------     ---------      ---------    ---------    ---------

<S>                                         <C>            <C>            <C>            <C>          <C>          <C>
Total gross deposits                        $1,791,144     $ 231,397      $225,188       $347,511     $244,143     $273,454
Transfers between fund divisions and
  General American                              (4,461)      160,811        92,485        (30,925)     (26,160)     190,371
Surrenders and withdrawals                     (21,717)     (166,928)      (48,400)       (18,143)     (16,419)     (47,175)
                                            ----------     ---------      --------       --------     --------     --------

Total gross deposits, transfers, and
  surrenders between fund divisions          1,764,966       225,280       269,273        298,443      201,564      416,650
                                            ----------     ---------      --------       --------     --------     --------


Deductions:
  Premium load charges                          22,493        14,905        17,168         15,706       16,859       19,728
  Cost of insurance and administrative
    expenses                                     8,155        84,944        67,268          4,823       44,378       37,091
                                            ----------     ---------      --------       --------     --------     --------

     Total deductions                           30,648        99,849        84,436         20,529       61,237       56,819
                                            ----------     ---------      --------       --------     --------     --------


Net deposits into Separate Account          $1,734,318     $ 125,431      $184,837       $277,914     $140,327     $359,831
                                            ==========     =========      ========       ========     ========     ========




<FN>
<F*>This fund was formerly known as the International Equity Fund.                                             (continued)



<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT, (CONTINUED)



Variable General Select Plus:
- -----------------------------



<CAPTION>
                                                        MID-CAP EQUITY                            SMALL-CAP EQUITY
                                                       FUND DIVISION<F*>                            FUND DIVISION
                                            ---------------------------------------      -----------------------------------

                                               1999          1998           1997           1999          1998      1997<F**>
                                            ---------      ---------      ---------      ---------    ---------    ---------

<S>                                         <C>            <C>            <C>            <C>          <C>          <C>
Total gross deposits                        $190,421       $338,015       $376,253       $826,906     $263,673     $ 59,270
Transfers between fund divisions and
  General American                           (54,387)       458,678        301,956        (43,257)     330,151      326,392
Surrenders and withdrawals                   (16,526)       (25,379)       (53,267)             0            0            0
                                            --------       --------       --------       --------     --------     --------

Total gross deposits, transfers, and
  surrenders between fund divisions          119,508        771,314        624,942        783,649      593,824      385,662
                                            --------       --------       --------       --------     --------     --------


Deductions:
  Premium load charges                        22,927         24,362         29,256         24,112       19,071        4,711
  Cost of insurance and administrative
    expenses                                   5,491         67,262         40,346          2,329       19,764        3,518
                                            --------       --------       --------       --------     --------     --------

     Total deductions                         28,418         91,624         69,602         26,441       38,835        8,229
                                            --------       --------       --------       --------     --------     --------


Net deposits into Separate Account          $ 91,090       $679,690       $555,340       $757,208     $554,989     $377,433
                                            ========       ========       ========       ========     ========     ========

<FN>
<F*>This fund was formerly known as the Special Equity Fund.
<F**>The Small-Cap Equity Fund began operations on May 1, 1997.

                                                                                                                (continued)



<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT, (CONTINUED)



Variable General Select Plus:
- -----------------------------



<CAPTION>
                                                         EQUITY-INCOME                                      GROWTH
                                                         FUND DIVISION                                  FUND DIVISION
                                           -----------------------------------------      -----------------------------------------

                                               1999           1998          1997             1999            1998           1997
                                           -----------    -----------    -----------      -----------    -----------    -----------

<S>                                        <C>            <C>            <C>              <C>            <C>            <C>
Total gross deposits                       $2,525,240     $1,492,223     $1,043,306       $5,816,419     $1,297,862     $1,354,928
Transfers between fund divisions and
  General American                            (83,685)       748,006        658,129          361,192        891,558        957,813
Surrenders and withdrawals                    (50,381)      (183,143)      (148,279)         (74,872)      (255,377)      (268,257)
                                           ----------     ----------     ----------       ----------     ----------     ----------

Total gross deposits, transfers, and
  surrenders between fund divisions         2,391,174      2,057,086      1,553,156        6,102,739      1,934,043      2,044,484
                                           ----------     ----------     ----------       ----------     ----------     ----------


Deductions:
  Premium load charges                         80,926         82,617         78,543          108,587         84,087        101,854
  Cost of insurance and administrative
    expenses                                   21,370        216,335        163,469           34,735        250,176        206,497
                                           ----------     ----------     ----------       ----------     ----------     ----------

     Total deductions                         102,296        298,952        242,012          143,322        334,263        308,351
                                           ----------     ----------     ----------       ----------     ----------     ----------


Net deposits into Separate Account         $2,288,878     $1,758,134     $1,311,144       $5,959,417     $1,599,780     $1,736,133
                                           ==========     ==========     ==========       ==========     ==========     ==========




                                                                                                                      (continued)



<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT, (CONTINUED)



Variable General Select Plus:
- -----------------------------



<CAPTION>
                                                           OVERSEAS                              ASSET MANAGER
                                                        FUND DIVISION                            FUND DIVISION
                                             ------------------------------------      ----------------------------------

                                               1999          1998          1997           1999        1998         1997
                                             ---------    ----------    ---------      ---------    --------     --------

<S>                                          <C>          <C>           <C>            <C>          <C>          <C>
Total gross deposits                         $616,304     $ 557,583     $763,625       $869,266     $ 27,818     $53,004
Transfers between fund divisions and
  General American                             86,786      (150,747)     265,722         (2,696)      93,342       3,027
Surrenders and withdrawals                    (16,745)      (55,531)     (56,432)             0            0      (2,184)
                                             --------     ---------     --------       --------     --------     -------

Total gross deposits, transfers, and
  surrenders between fund divisions           686,345       351,305      972,915        866,570      121,160      53,847
                                             --------     ---------     --------       --------     --------     -------


Deductions:
  Premium load charges                         46,057        40,327       57,640          4,522        1,654       3,927
  Cost of insurance and administrative
    expenses                                    8,922        79,907       71,616          1,055        6,502       3,625
                                             --------     ---------     --------       --------     --------     -------

     Total deductions                          54,979       120,234      129,256          5,577        8,156       7,552
                                             --------     ---------     --------       --------     --------     -------


Net deposits into Separate Account           $631,366     $ 231,071     $843,659       $860,993     $113,004     $46,295
                                             ========     =========     ========       ========     ========     =======



                                                                                                             (continued)



<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT, (CONTINUED)



Variable General Select Plus:
- -----------------------------


<CAPTION>
                                                          HIGH INCOME                       WORLDWIDE HARD ASSETS
                                                         FUND DIVISION                        FUND DIVISION<F*>
                                             -----------------------------------      ---------------------------------

                                                1999         1998         1997          1999        1998         1997
                                             ---------    ---------    ---------      -------     --------    ---------

<S>                                          <C>          <C>          <C>            <C>         <C>         <C>
Total gross deposits                         $941,150     $241,925     $201,994       $51,609     $ 6,454     $ 22,621
Transfers between fund divisions and
  General American                             11,214      156,540      207,353             0      (6,638)       1,823
Surrenders and withdrawals                    (10,166)     (16,195)      (6,433)            0        (841)     (36,871)
                                             --------     --------     --------       -------     -------     --------

Total gross deposits, transfers, and
  surrenders between fund divisions           942,198      382,270      402,914        51,609      (1,025)     (12,427)
                                             --------     --------     --------       -------     -------     --------


Deductions:
  Premium load charges                         16,895       17,692       15,004           447         376        1,715
  Cost of insurance and administrative
    expenses                                    2,659       34,790       25,526           159       1,055          890
                                             --------     --------     --------       -------     -------     --------

     Total deductions                          19,554       52,482       40,530           606       1,431        2,605
                                             --------     --------     --------       -------     -------     --------

Net deposits into (withdrawals from)
  Separate Account                           $922,644     $329,788     $362,384       $51,003     $(2,456)    $(15,032)
                                             ========     ========     ========       =======     =======     ========


<CAPTION>
                                             WORLDWIDE
                                         EMERGING MARKETS
                                           FUND DIVISION
                                         -----------------

                                             1999<F**>
                                            -----------

<S>                                          <C>
Total gross deposits                         $159,565
Transfers between fund divisions and
  General American                             27,490
Surrenders and withdrawals                          0
                                             --------

Total gross deposits, transfers, and
  surrenders between fund divisions           187,055
                                             --------


Deductions:
  Premium load charges                             61
  Cost of insurance and administrative
    expenses                                      578
                                             --------

     Total deductions                             639
                                             --------

Net deposits into (withdrawals from)
  Separate Account                           $186,416
                                             ========

<FN>
<F*>This fund was formerly known as the Gold & Natural Resources Fund.
<F**>The Variable General Select Plus product became available to these funds on April 30, 1999.                  (continued)



<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT, (CONTINUED)



Variable General Select Plus:
- -----------------------------



<CAPTION>
                                                       MULTI-STYLE EQUITY                                 CORE BOND
                                                          FUND DIVISION                                 FUND DIVISION
                                             --------------------------------------       --------------------------------------

                                                 1999          1998        1997<F*>          1999           1998        1997<F*>
                                             -----------    -----------    --------       ----------     ----------     --------

<S>                                          <C>            <C>            <C>            <C>            <C>            <C>
Total gross deposits                         $3,354,781     $1,940,731     $ 80,451       $3,385,014     $1,482,889     $ 17,978
Transfers between fund divisions and
  General American                             (238,145)     4,822,163      532,364          109,400      3,101,165      215,118
Surrenders and withdrawals                            0           (187)           0                0              0            0
                                             ----------     ----------     --------       ----------     ----------     --------

Total gross deposits, transfers, and
  surrenders between fund divisions           3,116,636      6,762,707      612,815        3,494,414      4,584,054      233,096
                                             ----------     ----------     --------       ----------     ----------     --------


Deductions:
  Premium load charges                          192,138        204,842        5,866          162,629        117,137        1,346
  Cost of insurance and administrative
    expenses                                     33,513        255,638        8,425           21,037        182,736        2,474
                                             ----------     ----------     --------       ----------     ----------     --------

     Total deductions                           225,651        460,480       14,291          183,666        299,873        3,820
                                             ----------     ----------     --------       ----------     ----------     --------


Net deposits into Separate Account           $2,890,985     $6,302,227     $598,524       $3,310,748     $4,284,181     $229,276
                                             ==========     ==========     ========       ==========     ==========     ========


<FN>
<F*>The Multi-style Equity Fund, Core Bond Fund, Aggressive Equity Fund, and Non-US Fund began operations on January 2, 1997.
                                                                                                                  (continued)



<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT, (CONTINUED)



Variable General Select Plus:
- -----------------------------

<CAPTION>
                                                      AGGRESSIVE EQUITY                                  NON-US
                                                        FUND DIVISION                                 FUND DIVISION
                                            --------------------------------------       --------------------------------------

                                              1999          1998          1997<F*>         1999           1998         1997<F*>
                                            --------     ----------       --------       ---------     ----------      --------
<S>                                         <C>          <C>              <C>            <C>           <C>             <C>
Total gross deposits                        $686,381     $  502,264       $ 54,099       $ 453,079     $  264,324      $ 42,059
Transfers between fund divisions and
 General American                            (84,039)     1,704,740        281,507        (109,436)     1,609,166       276,242
Surrenders and withdrawals                         0           (116)             0               0           (119)            0
                                            --------     ----------       --------       ---------     ----------      --------

Total gross deposits, transfers, and
 surrenders between fund divisions           602,342      2,206,888        335,606         343,643      1,873,371       318,301
                                            --------     ----------       --------       ---------     ----------      --------


Deductions:
 Premium load charges                         47,306         71,141          3,761          26,226         34,958         3,283
 Cost of insurance and administrative
    expenses                                   6,671         47,691          3,632           7,300         38,906         3,028
                                            --------     ----------       --------       ---------     ----------      --------

  Total deductions                            53,977        118,832          7,393          33,526         73,864         6,311
                                            --------     ----------       --------       ---------     ----------      --------

Net deposits into Separate Account          $548,365     $2,088,056       $328,213       $ 310,117     $1,799,507      $311,990
                                            ========     ==========       ========       =========     ==========      ========

<FN>
<F*>The Multi-style Equity Fund, Core Bond Fund, Aggressive Equity Fund, and Non-US Fund began operations on January 2, 1997.
                                                                                                                    (continued)




<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT, (CONTINUED)



Variable General Select Plus:
- -----------------------------

<CAPTION>
                                             INCOME & GROWTH    INTERNATIONAL        VALUE         BOND PORTFOLIO    SMALL COMPANY
                                              FUND DIVISION     FUND DIVISION    FUND DIVISION     FUND DIVISION     FUND DIVISION
                                             ---------------    -------------    -------------     --------------    -------------

                                                1999<F*>          1999<F*>          1999<F*>          1999<F*>          1999<F*>
                                                --------          --------          --------          --------          --------
<S>                                             <C>               <C>                <C>              <C>               <C>
Total gross deposits                            $584,148          $306,558           $89,282          $128,073          $375,118
Transfers between fund divisions and
 General American                                 10,803             9,583                 0                 0            36,269
Surrenders and withdrawals                             0                 0                 0                 0                 0
                                                --------          --------           -------          --------          --------

Total gross deposits, transfers, and
 surrenders between fund divisions               594,951           316,141            89,282           128,073           411,387
                                                --------          --------           -------          --------          --------


Deductions:
 Premium load charges                                 57                57                70                 0                72
 Cost of insurance and administrative expenses        41               126                18                18               566
                                                --------          --------           -------          --------          --------

  Total deductions                                    98               183                88                18               638
                                                --------          --------           -------          --------          --------


Net deposits into Separate Account              $594,853          $315,958           $89,194          $128,055          $410,749
                                                ========          ========           =======          ========          ========

<FN>
<F*>The Variable General Select Plus product became available to these funds on April 30, 1999.
                                                                                                                     (continued)



<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT, (CONTINUED)



Variable Universal Life - 100:
- ------------------------------

<CAPTION>
                                                         S & P 500 INDEX                                MONEY MARKET
                                                          FUND DIVISION                                FUND DIVISION
                                             ---------------------------------------      ---------------------------------------

                                               1999           1998           1997           1999           1998           1997
                                             ---------     ----------     ----------      ---------    -----------    -----------
<S>                                          <C>           <C>            <C>             <C>          <C>            <C>
Total gross deposits                         $ 497,709     $3,774,275     $1,995,433      $ 144,058    $ 9,507,851    $ 8,679,144
Transfers between fund divisions and
  General American                             (19,257)     5,484,204      2,177,143       (223,896)    (8,000,842)    (7,303,949)
Surrenders and withdrawals                    (140,100)      (299,771)       (68,513)             0        (11,635)        (3,421)
                                             ---------     ----------     ----------      ---------    -----------    -----------

Total gross deposits, transfers, and
  surrenders between fund divisions            338,352      8,958,708      4,104,063        (79,838)     1,495,374      1,371,774
                                             ---------     ----------     ----------      ---------    -----------    -----------


Deductions:
  Premium load charges                         157,232        126,277         66,092        121,639        296,413        286,729
  Cost of insurance and administrative
    expenses                                   140,651      1,411,705        671,147          9,414        639,686        599,119
                                             ---------     ----------     ----------      ---------    -----------    -----------

     Total deductions                          297,883      1,537,982        737,239        131,053        936,099        885,848
                                             ---------     ----------     ----------      ---------    -----------    -----------

Net deposits into (withdrawals from)
  Separate Account                           $  40,469     $7,420,726     $3,366,824      $(210,891)   $   559,275    $   485,926
                                             =========     ==========     ==========      =========    ===========    ===========

                                                                                                                      (continued)



<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT, (CONTINUED)



Variable Universal Life - 100:
- ------------------------------

<CAPTION>
                                                            BOND INDEX                                 MANAGED EQUITY
                                                           FUND DIVISION                                FUND DIVISION
                                               -------------------------------------        -------------------------------------

                                                 1999          1998           1997           1999           1998           1997
                                               -------       --------       --------        -------       --------       --------
<S>                                            <C>           <C>            <C>             <C>           <C>            <C>
Total gross deposits                           $27,523       $279,989       $184,259        $78,693       $488,098       $228,756
Transfers between fund divisions and
  General American                              (7,468)       613,426        265,500          3,494        247,910        432,012
Surrenders and withdrawals                      (1,636)       (10,480)        (4,282)        (2,376)       (59,153)       (13,613)
                                               -------       --------       --------        -------       --------       --------

Total gross deposits, transfers, and
  surrenders between fund divisions             18,419        882,935        445,477         79,811        676,855        647,155
                                               -------       --------       --------        -------       --------       --------


Deductions:
  Premium load charges                          10,567          9,514          6,186         16,793         16,604          7,603
  Cost of insurance and administrative
    expenses                                     7,925         83,804         57,817         14,086        178,243         96,349
                                               -------       --------       --------        -------       --------       --------

     Total deductions                           18,492         93,318         64,003         30,879        194,847        103,952
                                               -------       --------       --------        -------       --------       --------

Net deposits into (withdrawals from)
  Separate Account                             $   (73)      $789,617       $381,474        $48,932       $482,008       $543,203
                                               =======       ========       ========        =======       ========       ========

                                                                                                                      (continued)



<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT, (CONTINUED)



Variable Universal Life - 100:
- ------------------------------

<CAPTION>
                                                         ASSET ALLOCATION                            INTERNATIONAL INDEX
                                                          FUND DIVISION                               FUND DIVISION<F*>
                                              --------------------------------------       --------------------------------------

                                                1999           1998           1997           1999           1998           1997
                                              --------       --------       --------       --------       --------       --------
<S>                                           <C>            <C>            <C>            <C>            <C>            <C>
Total gross deposits                          $174,486       $652,869       $297,431       $ 30,589       $542,245       $380,598
Transfers between fund divisions and
  General American                             (14,732)       212,547        423,970        (74,184)        82,381        259,917
Surrenders and withdrawals                      (1,320)       (16,485)        (7,250)        (1,545)       (13,406)       (12,338)
                                              --------       --------       --------       --------       --------       --------

Total gross deposits, transfers, and
  surrenders between fund divisions            158,434        848,931        714,151        (45,140)       611,220        628,177
                                              --------       --------       --------       --------       --------       --------


Deductions:
  Premium load charges                          31,177         21,971         10,273         19,041         18,719         12,990
  Cost of insurance and administrative
    expenses                                    29,388        237,042        159,083         13,745        172,801        138,712
                                              --------       --------       --------       --------       --------       --------

     Total deductions                           60,565        259,013        169,356         32,786        191,520        151,702
                                              --------       --------       --------       --------       --------       --------

Net deposits into (withdrawals from)
  Separate Account                            $ 97,869       $589,918       $544,795       $(77,926)      $419,700       $476,475
                                              ========       ========       ========       ========       ========       ========

<FN>
<F*>This fund was formerly known as the International Equity Fund.
                                                                                                                      (continued)



<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT, (CONTINUED)



Variable Universal Life - 100:
- ------------------------------

<CAPTION>
                                                          MID-CAP EQUITY                              SMALL-CAP EQUITY
                                                         FUND DIVISION<F*>                             FUND DIVISION
                                             ---------------------------------------      ---------------------------------------

                                                1999           1998           1997           1999           1998        1997<F**>
                                             ---------       --------       --------      ---------       --------      ---------
<S>                                          <C>             <C>            <C>           <C>             <C>            <C>
Total gross deposits                         $  60,351       $694,795       $405,467      $  37,239       $390,118       $ 48,912
Transfers between fund divisions and
  General American                            (121,007)       218,584        129,102       (118,733)       485,204        254,044
Surrenders and withdrawals                      (2,516)       (36,811)       (15,375)             0         (2,420)             0
                                             ---------       --------       --------      ---------       --------       --------

Total gross deposits, transfers, and
  surrenders between fund divisions            (63,172)       876,568        519,194        (81,494)       872,902        302,956
                                             ---------       --------       --------      ---------       --------       --------


Deductions:
  Premium load charges                          22,088         23,485         13,537         15,661         13,324          1,579
  Cost of insurance and administrative
    expenses                                    14,426        206,508        140,909          8,182        114,663          7,052
                                             ---------       --------       --------      ---------       --------       --------

     Total deductions                           36,514        229,993        154,446         23,843        127,987          8,631
                                             ---------       --------       --------      ---------       --------       --------

Net deposits into (withdrawals from)
  Separate Account                           $ (99,686)      $646,575       $364,748      $(105,337)      $744,915       $294,325
                                             =========       ========       ========      =========       ========       ========

<FN>
<F*>This fund was formerly known as the Special Equity Fund.
<F**>The Small-Cap Equity Fund began operations on May 1, 1997.
                                                                                                                      (continued)




<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT, (CONTINUED)



Variable Universal Life - 100:
- ------------------------------

<CAPTION>
                                                          EQUITY INCOME                                   GROWTH
                                                          FUND DIVISION                                FUND DIVISION
                                              --------------------------------------      ---------------------------------------

                                                1999          1998           1997            1999          1998           1997
                                              --------    -----------     ----------      ---------     ----------     ----------
<S>                                           <C>         <C>             <C>             <C>           <C>            <C>
Total gross deposits                          $191,931    $ 2,136,531     $1,996,233      $ 345,160     $2,942,824     $2,402,233
Transfers between fund divisions and
  General American                             (87,709)    (1,236,416)       792,184        122,542        694,369      1,492,743
Surrenders and withdrawals                      (9,312)      (127,426)       (44,826)      (341,338)      (279,188)      (114,282)
                                              --------    -----------     ----------      ---------     ----------     ----------

Total gross deposits, transfers, and
  surrenders between fund divisions             94,910        772,689      2,743,591        126,364      3,358,005      3,780,694
                                              --------    -----------     ----------      ---------     ----------     ----------


Deductions:
  Premium load charges                          62,308         78,973         66,340        101,279        103,369         80,190
  Cost of insurance and administrative
    expenses                                    45,170        940,207        572,720        106,234      1,188,418        842,557
                                              --------    -----------     ----------      ---------     ----------     ----------

     Total deductions                          107,478      1,019,180        639,060        207,513      1,291,787        922,747
                                              --------    -----------     ----------      ---------     ----------     ----------

Net deposits into (withdrawals from)
  Separate Account                            $(12,568)   $  (246,491)    $2,104,531      $ (81,149)    $2,066,218     $2,857,947
                                              ========    ===========     ==========      =========     ==========     ==========

                                                                                                                      (continued)



<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT, (CONTINUED)



Variable Universal Life - 100:
- ------------------------------

<CAPTION>
                                                             OVERSEAS                                  ASSET MANAGER
                                                          FUND DIVISION                                FUND DIVISION
                                              --------------------------------------        -------------------------------------

                                                1999           1998           1997           1999           1998           1997
                                              --------       --------       --------        -------       --------       --------
<S>                                           <C>            <C>            <C>             <C>           <C>            <C>
Total gross deposits                          $ 60,624       $630,759       $508,810        $36,199       $317,439       $147,295
Transfers between fund divisions and
  General American                              86,259        143,337        313,710          2,278        146,214        109,004
Surrenders and withdrawals                      (4,693)       (59,595)       (22,505)        (1,984)       (26,187)        (5,778)
                                              --------       --------       --------        -------       --------       --------

Total gross deposits, transfers, and
  surrenders between fund divisions            142,190        714,501        800,015         36,493        437,466        250,521
                                              --------       --------       --------        -------       --------       --------


Deductions:
  Premium load charges                          21,350         21,503         17,197         11,474         10,729          4,955
  Cost of insurance and administrative
    expenses                                    16,685        195,007        165,254         10,603        117,605         74,461
                                              --------       --------       --------        -------       --------       --------

     Total deductions                           38,035        216,510        182,451         22,077        128,334         79,416
                                              --------       --------       --------        -------       --------       --------


Net deposits into Separate Account            $104,155       $497,991       $617,564        $14,416       $309,132       $171,105
                                              ========       ========       ========        =======       ========       ========

                                                                                                                      (continued)




<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT, (CONTINUED)



Variable Universal Life - 100:
- ------------------------------

<CAPTION>

                                                           HIGH INCOME                             WORLDWIDE HARD ASSETS
                                                          FUND DIVISION                              FUND DIVISION<F*>
                                              --------------------------------------        -------------------------------------

                                                1999           1998           1997           1999           1998           1997
                                              --------       --------       --------        -------        -------        -------
<S>                                           <C>            <C>            <C>             <C>            <C>            <C>
Total gross deposits                          $ 61,798       $469,183       $300,761        $ 4,754        $60,696        $63,004
Transfers between fund divisions and
  General American                             174,344        256,832        224,109         (3,654)        10,164         18,216
Surrenders and withdrawals                           0        (12,240)       (20,348)             0         (2,562)        (4,909)
                                              --------       --------       --------        -------        -------        -------

Total gross deposits, transfers, and
  surrenders between fund divisions            236,142        713,775        504,522          1,100         68,298         76,311
                                              --------       --------       --------        -------        -------        -------


Deductions:
  Premium load charges                          23,688         15,948         10,110          1,670          2,007          2,147
  Cost of insurance and administrative
    expenses                                    15,033        130,579        105,718          1,229         17,277         19,651
                                              --------       --------       --------        -------        -------        -------

     Total deductions                           38,721        146,527        115,828          2,899         19,284         21,798
                                              --------       --------       --------        -------        -------        -------

Net deposits into (withdrawals from)
  Separate Account                            $197,421       $567,248       $388,694        $(1,799)       $49,014        $54,513
                                              ========       ========       ========        =======        =======        =======

<FN>
<F*>This fund was formerly known as the Gold & Natural Resources Fund.
                                                                                                                      (continued)




<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT, (CONTINUED)



Variable Universal Life - 100:
- ------------------------------

<CAPTION>
                                                 WORLDWIDE
                                              EMERGING MARKETS         MULTI-STYLE EQUITY                        CORE BOND
                                               FUND DIVISION             FUND DIVISION                         FUND DIVISION
                                              ----------------      -------------------------            -------------------------

                                                 1999<F**>           1999            1998<F*>             1999            1998<F*>
                                                 ---------          -------          --------            ------           --------
<S>                                               <C>               <C>               <C>                <C>               <C>
Total gross deposits                              $    52           $29,816           $11,281            $7,874            $1,071
Transfers between fund divisions and
  General American                                  2,925              (584)           62,902               (56)            7,124
Surrenders and withdrawals                         (3,567)              114               (69)            1,463                 0
                                                  -------           -------           -------            ------            ------

Total gross deposits, transfers, and
  surrenders between fund divisions                  (590)           29,346            74,114             9,281             8,195
                                                  -------           -------           -------            ------            ------


Deductions:
  Premium load charges                                  7             6,946               460               886                40
  Cost of insurance and administrative expenses        88             5,732             5,703               475             1,266
                                                  -------           -------           -------            ------            ------

     Total deductions                                  95            12,678             6,163             1,361             1,306
                                                  -------           -------           -------            ------            ------

Net deposits into (withdrawals from)
  Separate Account                                $  (685)          $16,668           $67,951            $7,920            $6,889
                                                  =======           =======           =======            ======            ======

<FN>
<F*>The Variable Universal Life - 100 product became available to these funds on April 30, 1998.
<F**>The Variable Universal Life - 100 product became available to this fund on April 30, 1999.
                                                                                                                      (continued)



<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT, (CONTINUED)



Variable Universal Life - 100:
- ------------------------------

<CAPTION>
                                                                 AGGRESSIVE EQUITY                                 NON-US
                                                                   FUND DIVISION                                FUND DIVISION
                                                               ----------------------                      -----------------------

                                                                1999         1998<F*>                       1999          1998<F*>
                                                               ------        --------                      -------        --------
<S>                                                            <C>           <C>                           <C>            <C>
Total gross deposits                                           $5,962        $(3,957)                      $ 5,131        $ 1,368
Transfers between fund divisions and
  General American                                               (656)        20,863                          (194)        12,106
Surrenders and withdrawals                                          0              0                        (1,225)             0
                                                               ------        -------                       -------        -------

Total gross deposits, transfers, and
  surrenders between fund divisions                             5,306         16,906                         3,712         13,474
                                                               ------        -------                       -------        -------


Deductions:
  Premium load charges                                          1,972            167                         1,252            103
  Cost of insurance and administrative expenses                 2,098          3,404                         1,797          1,186
                                                               ------        -------                       -------        -------

     Total deductions                                           4,070          3,571                         3,049          1,289
                                                               ------        -------                       -------        -------


Net deposits into Separate Account                             $1,236        $13,335                       $   663        $12,185
                                                               ======        =======                       =======        =======

<FN>
<F*>The Variable Universal Life - 100 product became available to these funds on April 30, 1998.
                                                                                                                      (continued)




<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT, (CONTINUED)



Variable Universal Life - 100:
- ------------------------------

<CAPTION>
                                                                                                                     SMALL COMPANY
                                             INCOME & GROWTH     INTERNATIONAL         VALUE         BOND PORTFOLIO    PORTFOLIO
                                              FUND DIVISION      FUND DIVISION     FUND DIVISION     FUND DIVISION   FUND DIVISION
                                             ---------------     -------------     -------------     --------------  -------------

                                                 1999<F*>           1999<F*>          1999<F*>          1999<F*>        1999<F*>
                                                 --------           --------          --------          --------        --------
<S>                                              <C>                <C>               <C>                <C>            <C>
Total gross deposits                             $  7,302           $ 4,437           $(2,632)           $  68          $ 1,074
Transfers between fund divisions and
  General American                                (13,611)           89,802                 0                0           30,306
Surrenders and withdrawals                           (872)             (524)              704                0                0
                                                 --------           -------           -------            -----          -------

Total gross deposits, transfers, and
  surrenders between fund divisions                (7,181)           93,715            (1,928)              68           31,380
                                                 --------           -------           -------            -----          -------


Deductions:
  Premium load charges                                428                90                 0                7               39
  Cost of insurance and administrative expenses       169                15                 2               29               72
                                                 --------           -------           -------            -----          -------

     Total deductions                                 597               105                 2               36              111
                                                 --------           -------           -------            -----          -------

Net deposits into (withdrawals from)
  Separate Account                               $ (7,778)          $93,610           $(1,930)           $  32          $31,269
                                                 ========           =======           =======            =====          =======

<FN>
<F*>The Variable Universal Life - 100 product became available to these funds on April 30, 1999.
                                                                                                                    (continued)




<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT, (CONTINUED)



Russell Variable Universal Life:<F*>
- ------------------------------------

<CAPTION>


                                                        MONEY MARKET                              MULTI-STYLE EQUITY
                                                       FUND DIVISION                                FUND DIVISION
                                                ---------------------------          --------------------------------------------

                                                   1998             1997               1999             1998            1997<F**>
                                                ---------       -----------          --------        ----------        ----------
<S>                                             <C>             <C>                  <C>             <C>               <C>
Total gross deposits                            $ 415,709       $ 4,627,386          $ 11,757        $1,037,690        $   19,255
Transfers between fund divisions and
  General American                               (469,090)       (4,374,607)                0           154,284         1,937,967
Surrenders and withdrawals                              0                 0                 0           (13,263)             (328)
                                                ---------       -----------          --------        ----------        ----------

Total gross deposits, transfers, and
  surrenders between fund divisions               (53,381)          252,779            11,757         1,178,711         1,956,894
                                                ---------       -----------          --------        ----------        ----------


Deductions:
  Premium load charges                             27,188            72,762            11,910            75,029             1,369
  Cost of insurance and administrative expenses    10,537            72,945            11,989           108,054            19,567
                                                ---------       -----------          --------        ----------        ----------

     Total deductions                              37,725           145,707            23,899           183,083            20,936
                                                ---------       -----------          --------        ----------        ----------

Net deposits into (withdrawals from)
  Separate Account                              $ (91,106)      $   107,072          $(12,142)       $  995,628        $1,935,958
                                                =========       ===========          ========        ==========        ==========

<CAPTION>
                                                                           CORE BOND
                                                                         FUND DIVISION
                                                        -----------------------------------------------

                                                         1999                1998             1997<F**>
                                                        -------           ----------          ---------
<S>                                                     <C>               <C>                 <C>
Total gross deposits                                    $ 2,104           $  932,874          $  3,472
Transfers between fund divisions and
  General American                                            0              167,553           914,278
Surrenders and withdrawals                                    0              (15,205)                0
                                                        -------           ----------          --------

Total gross deposits, transfers, and
  surrenders between fund divisions                       2,104            1,085,222           917,750
                                                        -------           ----------          --------


Deductions:
  Premium load charges                                    2,839               62,053                 0
  Cost of insurance and administrative expenses           9,047              102,484            21,735
                                                        -------           ----------          --------

     Total deductions                                    11,886              164,537            21,735
                                                        -------           ----------          --------

Net deposits into (withdrawals from)
  Separate Account                                      $(9,782)          $  920,685          $896,015
                                                        =======           ==========          ========

<FN>
<F*>Russell Variable Universal Life product was introduced in 1997, and the first deposit was received on June 6, 1997.
<F**>The Multi-style Equity Fund and Core Bond Fund began operations on January 2, 1997.
                                                                                                                     (continued)



<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT, (CONTINUED)



Russell Variable Universal Life:<F*>
- ------------------------------------

<CAPTION>

                                                         AGGRESSIVE EQUITY                                 NON-US
                                                           FUND DIVISION                                FUND DIVISION
                                               --------------------------------------       --------------------------------------

                                                 1999          1998         1997<F**>        1999           1998         1997<F**>
                                               -------       --------       ---------       -------       --------       ---------
<S>                                            <C>           <C>            <C>             <C>           <C>            <C>
Total gross deposits                           $ 6,989       $397,370       $ 12,641        $ 2,513       $514,239       $  8,990
Transfers between fund divisions and
  General American                                   0         54,038        987,308              0         91,705        532,277
Surrenders and withdrawals                           0         (3,526)           (94)             0         (6,050)          (137)
                                               -------       --------       --------        -------       --------       --------

Total gross deposits, transfers, and
  surrenders between fund divisions              6,989        447,882        999,855          2,513        599,894        541,130
                                               -------       --------       --------        -------       --------       --------


Deductions:
  Premium load charges                           7,446         28,279            822          3,137         36,821            548
  Cost of insurance and administrative
    expenses                                     3,346         35,589          6,442          5,864         50,919         10,345
                                               -------       --------       --------        -------       --------       --------

     Total deductions                           10,792         63,868          7,264          9,001         87,740         10,893
                                               -------       --------       --------        -------       --------       --------

Net deposits into (withdrawals from)
  Separate Account                             $(3,803)      $384,014       $992,591        $(6,488)      $512,154       $530,237
                                               =======       ========       ========        =======       ========       ========

<FN>
<F*>Russell Variable Universal Life product was introduced in 1997, and the first deposit was received on June 6, 1997.
<F**>The Aggressive Equity Fund and Non-US Fund began operations on January 2, 1997.
                                                                                                                      (continued)


<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT, (CONTINUED)



Variable Universal Life Insurance - 98:<F*>
- -------------------------------------------

<CAPTION>
                                                                 S & P 500 INDEX                              MONEY MARKET
                                                                  FUND DIVISION                               FUND DIVISION
                                                             -----------------------                   --------------------------

                                                               1999           1998                        1999            1998
                                                             --------       --------                   -----------     ----------
<S>                                                          <C>            <C>                        <C>             <C>
Total gross deposits                                         $445,984       $  4,307                   $ 3,382,823     $2,186,833
Transfers between fund divisions and
  General American                                            306,257        136,331                    (1,591,945)      (337,148)
Surrenders and withdrawals                                       (611)             0                        (5,968)             0
                                                             --------       --------                   -----------     ----------

Total gross deposits, transfers, and
  surrenders between fund divisions                           751,630        140,638                     1,784,910      1,849,685
                                                             --------       --------                   -----------     ----------


Deductions:
  Premium load charges                                        178,933            555                     1,942,937        262,833
  Cost of insurance and administrative expenses                77,279          2,864                        65,472         52,876
                                                             --------       --------                   -----------     ----------

     Total deductions                                         256,212          3,419                     2,008,409        315,709
                                                             --------       --------                   -----------     ----------

Net deposits into (withdrawals from)
  Separate Account                                           $495,418       $137,219                   $  (223,499)    $1,533,976
                                                             ========       ========                   ===========     ==========

<FN>
<F*>The Variable Universal Life Insurance 98 product was introduced in 1998, and the first
deposit was received on September 29, 1998.
                                                                                                                      (continued)


<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT, (CONTINUED)



Variable Universal Life Insurance - 98:<F*>
- -------------------------------------------

<CAPTION>
                                                                   BOND INDEX                               MANAGED EQUITY
                                                                  FUND DIVISION                              FUND DIVISION
                                                            ------------------------                   -----------------------

                                                               1999            1998                     1999             1998
                                                            ----------        ------                   -------          ------
<S>                                                         <C>               <C>                      <C>              <C>
Total gross deposits                                        $  23,548         $   86                   $14,479          $  186
Transfers between fund divisions and
  General American                                           (187,277)         5,616                    11,989           8,181
Surrenders and withdrawals                                       (195)             0                         0               0
                                                            ---------         ------                   -------          ------

Total gross deposits, transfers, and
  surrenders between fund divisions                          (163,924)         5,702                    26,468           8,367
                                                            ---------         ------                   -------          ------


Deductions:
  Premium load charges                                          7,871             14                    10,119              27
  Cost of insurance and administrative expenses                 3,174             52                     3,388             154
                                                            ---------         ------                   -------          ------

     Total deductions                                          11,045             66                    13,507             181
                                                            ---------         ------                   -------          ------

Net deposits into (withdrawals from)
  Separate Account                                          $(174,969)        $5,636                   $12,961          $8,186
                                                            =========         ======                   =======          ======

<FN>
<F*>The Variable Universal Life Insurance 98 product was introduced in 1998, and the first
deposit was received on September 29, 1998.                                                                       (continued)




<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT, (CONTINUED)



Variable Universal Life Insurance - 98:<F*>
- -------------------------------------------

<CAPTION>
                                                                 ASSET ALLOCATION                        INTERNATIONAL INDEX
                                                                  FUND DIVISION                           FUND DIVISION<F**>
                                                            -------------------------                  -----------------------

                                                              1999              1998                     1999            1998
                                                            -------           -------                  -------          ------
<S>                                                         <C>               <C>                      <C>              <C>
Total gross deposits                                        $23,556           $   294                  $22,587          $  398
Transfers between fund divisions and
  General American                                           33,414            11,801                   37,150           7,529
Surrenders and withdrawals                                        0                 0                     (173)              0
                                                            -------           -------                  -------          ------

Total gross deposits, transfers, and
  surrenders between fund divisions                          56,970            12,095                   59,564           7,927
                                                            -------           -------                  -------          ------


Deductions:
  Premium load charges                                        8,354                30                    8,623              44
  Cost of insurance and administrative expenses               4,085               166                    3,251             192
                                                            -------           -------                  -------          ------

     Total deductions                                        12,439               196                   11,874             236
                                                            -------           -------                  -------          ------


Net deposits into Separate Account                          $44,531           $11,899                  $47,690          $7,691
                                                            =======           =======                  =======          ======


<FN>
<F*>The Variable Universal Life Insurance 98 product was introduced in 1998, and the
first deposit was received on September 29, 1998.
<F**>This fund was formerly known as the International Equity Fund.                                               (continued)




<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT, (CONTINUED)



Variable Universal Life Insurance - 98:<F*>
- -------------------------------------------

<CAPTION>
                                                                 MID-CAP EQUITY                            SMALL-CAP EQUITY
                                                               FUND DIVISION<F**>                           FUND DIVISION
                                                            ----------------------                     -----------------------

                                                              1999           1998                        1999            1998
                                                            --------        ------                     -------          ------
<S>                                                         <C>             <C>                        <C>              <C>
Total gross deposits                                        $18,623         $  269                     $20,399          $  506
Transfers between fund divisions and
  General American                                           21,442          6,292                      16,055           6,347
Surrenders and withdrawals                                     (330)             0                        (277)              0
                                                            -------         ------                     -------          ------

Total gross deposits, transfers, and
  surrenders between fund divisions                          39,735          6,561                      36,177           6,853
                                                            -------         ------                     -------          ------


Deductions:
  Premium load charges                                       11,545             34                      10,879              68
  Cost of insurance and administrative expenses               3,828            247                       4,124             265
                                                            -------         ------                     -------          ------

     Total deductions                                        15,373            281                      15,003             333
                                                            -------         ------                     -------          ------


Net deposits into Separate Account                          $24,362         $6,280                     $21,174          $6,520
                                                            =======         ======                     =======          ======

<FN>
<F*>The Variable Universal Life Insurance 98 product was introduced in 1998, and the
first deposit was received on September 29, 1998.
<F**>This fund was formerly known as the Special Equity Fund.
                                                                                                                  (continued)




<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT, (CONTINUED)



Variable Universal Life Insurance - 98:<F*>
- -------------------------------------------

<CAPTION>
                                                                  EQUITY INCOME                                  GROWTH
                                                                  FUND DIVISION                              FUND DIVISION
                                                            -------------------------                  ------------------------

                                                               1999             1998                      1999            1998
                                                            ---------         -------                  ---------        -------

<S>                                                         <C>               <C>                      <C>              <C>
Total gross deposits                                        $ 69,744          $ 2,126                  $264,768         $ 3,312
Transfers between fund divisions and
  General American                                           159,840           22,773                   639,837          43,658
Surrenders and withdrawals                                       (44)               0                    (2,741)              0
                                                            --------          -------                  --------         -------

Total gross deposits, transfers, and
  surrenders between fund divisions                          229,540           24,899                   901,864          46,970
                                                            --------          -------                  --------         -------


Deductions:
  Premium load charges                                        32,639              235                    99,411             248
  Cost of insurance and administrative expenses               13,365            1,202                    38,779           1,227
                                                            --------          -------                  --------         -------

     Total deductions                                         46,004            1,437                   138,190           1,475
                                                            --------          -------                  --------         -------


Net deposits into Separate Account                          $183,536          $23,462                  $763,674         $45,495
                                                            ========          =======                  ========         =======

<FN>
<F*>The Variable Universal Life Insurance 98 product was introduced in 1998, and the
first deposit was received on September 29, 1998.
                                                                                                                    (continued)




<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT, (CONTINUED)



Variable Universal Life Insurance - 98:<F*>
- -------------------------------------------

<CAPTION>
                                                                     OVERSEAS                               ASSET MANAGER
                                                                  FUND DIVISION                             FUND DIVISION
                                                            ------------------------                   -----------------------

                                                              1999             1998                       1999           1998
                                                            -------           ------                   ---------        ------
<S>                                                         <C>               <C>                      <C>              <C>
Total gross deposits                                        $46,521           $  550                   $ 25,593         $1,890
Transfers between fund divisions and
  General American                                           32,045            6,272                     94,012          6,091
Surrenders and withdrawals                                        0                0                       (403)             0
                                                            -------           ------                   --------         ------

Total gross deposits, transfers, and
  surrenders between fund divisions                          78,566            6,822                    119,202          7,981
                                                            -------           ------                   --------         ------


Deductions:
  Premium load charges                                       18,594               55                      7,359            111
  Cost of insurance and administrative expenses               5,846              195                      4,946            635
                                                            -------           ------                   --------         ------

     Total deductions                                        24,440              250                     12,305            746
                                                            -------           ------                   --------         ------


Net deposits into Separate Account                          $54,126           $6,572                   $106,897         $7,235
                                                            =======           ======                   ========         ======

<FN>
<F*>The Variable Universal Life Insurance 98 product was introduced in 1998, and the
first deposit was received on September 29, 1998.
                                                                                                                   (continued)



<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT, (CONTINUED)



Variable Universal Life Insurance - 98:<F*>
- -------------------------------------------

<CAPTION>
                                                                                                             WORLWIDE
                                                                   HIGH INCOME                              HARD ASSETS
                                                                  FUND DIVISION                            FUND DIVISION
                                                            -------------------------                  --------------------

                                                              1999              1998                   1999            1998
                                                            --------          -------                  ----            ----
<S>                                                         <C>               <C>                      <C>             <C>
Total gross deposits                                        $24,835           $   582                  $584            $ 74
Transfers between fund divisions and
  General American                                           26,973            11,663                   211              56
Surrenders and withdrawals                                     (193)                0                     0               0
                                                            -------           -------                  ----            ----

Total gross deposits, transfers, and
  surrenders between fund divisions                          51,615            12,245                   795             130
                                                            -------           -------                  ----            ----


Deductions:
  Premium load charges                                       12,198                84                   359              12
  Cost of insurance and administrative expenses               3,939               300                   236               4
                                                            -------           -------                  ----            ----

     Total deductions                                        16,137               384                   595              16
                                                            -------           -------                  ----            ----


Net deposits into Separate Account                          $35,478           $11,861                  $200            $114
                                                            =======           =======                  ====            ====

<FN>
<F*>The Variable Universal Life Insurance 98 product was introduced in 1998, and the
first deposit was received on September 29, 1998.
                                                                                                                  (continued)




<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT, (CONTINUED)



Variable Universal Life Insurance - 98:<F*>
- -------------------------------------------

<CAPTION>
                                                                   WORLDWIDE                                 MULTI-STYLE
                                                               EMERGING MARKETS                                 EQUITY
                                                                 FUND DIVISION                              FUND DIVISION
                                                           -------------------------                   -----------------------

                                                           1999<F**>           1998                      1999           1998
                                                           ---------          ------                   --------        -------
<S>                                                         <C>               <C>                      <C>              <C>
Total gross deposits                                        $3,360            $   45                   $ 68,210        $26,946
Transfers between fund divisions and
  General American                                           3,702             1,753                     78,386         12,531
Surrenders and withdrawals                                       0                 0                       (198)             0
                                                            ------            ------                   --------        -------

Total gross deposits, transfers, and
  surrenders between fund divisions                          7,062             1,798                    146,398         39,477
                                                            ------            ------                   --------        -------


Deductions:
  Premium load charges                                       1,161                 7                     30,461          3,877
  Cost of insurance and administrative expenses                861                91                     11,758          1,140
                                                            ------            ------                   --------        -------

     Total deductions                                        2,022                98                     42,219          5,017
                                                            ------            ------                   --------        -------


Net deposits into Separate Account                          $5,040            $1,700                   $104,179        $34,460
                                                            ======            ======                   ========        =======

<FN>
<F*>The Variable Universal Life Insurance 98 product was introduced in 1998, and the
first deposit was received on September 29, 1998.
<F**>The Variable Universal Life Insurance 98 product became available to these funds
on April 30, 1999.
                                                                                                                   (continued)




<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT, (CONTINUED)



Variable Universal Life Insurance - 98:<F*>
- -------------------------------------------

<CAPTION>
                                                                                                              AGGRESSIVE
                                                                    CORE BOND                                   EQUITY
                                                                  FUND DIVISION                              FUND DIVISION
                                                            ------------------------                   ------------------------

                                                               1999            1998                      1999             1998
                                                            --------          ------                   -------          -------
<S>                                                         <C>               <C>                      <C>              <C>
Total gross deposits                                        $ 20,212          $2,978                   $41,552          $23,310
Transfers between fund divisions and
  General American                                           (72,338)          4,298                    39,906           10,915
                                                            --------          ------                   -------          -------

Total gross deposits and transfers
  between fund divisions                                     (52,126)          7,276                    81,458           34,225
                                                            --------          ------                   -------          -------


Deductions:
  Premium load charges                                         9,225             420                    19,244            3,441
  Cost of insurance and administrative expenses                2,396              98                     5,509              755
                                                            --------          ------                   -------          -------

     Total deductions                                         11,621             518                    24,753            4,196
                                                            --------          ------                   -------          -------

Net deposits into (withdrawals from)
  Separate Account                                          $(63,747)         $6,758                   $56,705          $30,029
                                                            ========          ======                   =======          =======

<F*>The Variable Universal Life Insurance 98 product was introduced in 1998, and the
first deposit was received on September 29, 1998.
                                                                                                                    (continued)





<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT, (CONTINUED)



Variable Universal Life Insurance - 98:<F*>
- -------------------------------------------

<CAPTION>
                                                                      NON-US                                  INCOME & GROWTH
                                                                  FUND DIVISION                                FUND DIVISION
                                                              ----------------------                      -----------------------

                                                                1999           1998                       1999<F**>         1998
                                                              -------         ------                      ---------        ------
<S>                                                           <C>             <C>                          <C>             <C>
Total gross deposits                                          $24,901         $3,248                       $51,993         $  126
Transfers between fund divisions and
  General American                                             24,138          5,871                        27,806          6,880
                                                              -------         ------                       -------         ------

Total gross deposits, transfers, and
  surrenders between fund divisions                            49,039          9,119                        79,799          7,006
                                                              -------         ------                       -------         ------


Deductions:
  Premium load charges                                          8,263            448                        17,313             29
  Cost of insurance and administrative expenses                 3,119            184                         7,281            132
                                                              -------         ------                       -------         ------

     Total deductions                                          11,382            632                        24,594            161
                                                              -------         ------                       -------         ------


Net deposits into Separate Account                            $37,657         $8,487                       $55,205         $6,845
                                                              =======         ======                       =======         ======


<FN>
<F*>The Variable Universal Life Insurance 98 product was introduced in 1998, and the
first deposit was received on September 29, 1998.
<F**>The Variable Universal Life Insurance 98 product became available to this fund
on April 30, 1999.
                                                                                                                      (continued)




<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT, (CONTINUED)



Variable Universal Life Insurance - 98:<F*>
- -------------------------------------------

<CAPTION>
                                                                  INTERNATIONAL                                    VALUE
                                                                  FUND DIVISION                                FUND DIVISION
                                                             ------------------------                     -----------------------

                                                             1999<F**>           1998                     1999<F**>         1998
                                                             ---------           ----                     ---------        ------
<S>                                                           <C>                <C>                      <C>             <C>
Total gross deposits                                          $10,629            $258                      $25,993         $   93
Transfers between fund divisions and
  General American                                             14,268             713                        1,261          3,740
Surrenders and withdrawals                                          0               0                            0              0
                                                              -------            ----                      -------         ------

Total gross deposits, transfers, and
  surrenders between fund divisions                            24,897             971                       27,254          3,833
                                                              -------            ----                      -------         ------


Deductions:
  Premium load charges                                          4,785              44                        7,137             17
  Cost of insurance and administrative expenses                 3,739              74                        1,689             30
                                                              -------            ----                      -------         ------

     Total deductions                                           8,524             118                        8,826             47
                                                              -------            ----                      -------         ------


Net deposits into Separate Account                            $16,373            $853                      $18,428         $3,786
                                                              =======            ====                      =======         ======
<FN>
<F*>The Variable Universal Life Insurance 98 product was introduced in 1998, and the
first deposit was received on September 29, 1998.
<F**>The Variable Universal Life Insurance 98 product became available to these funds
on April 30, 1999.
                                                                                                                      (continued)





<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT, (CONTINUED)



Variable Universal Life Insurance - 98:<F*>
- -------------------------------------------

<CAPTION>
                                                                                                               SMALL COMPANY
                                                                  BOND PORTFOLIO                                 PORTFOLIO
                                                                  FUND DIVISION                                FUND DIVISION
                                                             -----------------------                      -----------------------

                                                             1999<F**>         1998                       1999<F**>         1998
                                                             ---------        ------                      ---------        ------
<S>                                                           <C>             <C>                          <C>             <C>
Total gross deposits                                          $ 9,118         $  117                       $18,644         $   54
Transfers between fund divisions and
  General American                                              1,306          3,219                        26,022          3,034
                                                              -------         ------                       -------         ------

Total gross deposits and transfers
  between fund divisions                                       10,424          3,336                        44,666          3,088
                                                              -------         ------                       -------         ------


Deductions:
  Premium load charges                                          3,529             14                         5,354             12
  Cost of insurance and administrative expenses                   860             23                         3,005            154
                                                              -------         ------                       -------         ------

     Total deductions                                           4,389             37                         8,359            166
                                                              -------         ------                       -------         ------


Net deposits into Separate Account                            $ 6,035         $3,299                       $36,307         $2,922
                                                              =======         ======                       =======         ======

<F*>The Variable Universal Life Insurance 98 product was introduced in 1998, and the
first deposit was received on September 29, 1998.
<F**>The Variable Universal Life Insurance 98 product became available to these funds
on April 30, 1999.
                                                                                                                      (continued)





<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT, (CONTINUED)



Joint and Survivor Variable Universal Life Insurance - 98:<F*>
- --------------------------------------------------------------

<CAPTION>
                                                                 S & P 500 INDEX                               MONEY MARKET
                                                                  FUND DIVISION                               FUND DIVISION
                                                             -----------------------                     ------------------------

                                                               1999            1998                        1999            1998
                                                             --------         ------                     ---------       --------
<S>                                                          <C>              <C>                        <C>             <C>
Total gross deposits                                         $148,524         $    0                     $ 646,197       $327,992
Transfers between fund divisions and
  General American                                            183,394          1,201                      (251,824)       (21,803)
                                                             --------         ------                     ---------       --------

Total gross deposits and transfers
  between fund divisions                                      331,918          1,201                       394,373        306,189
                                                             --------         ------                     ---------       --------


Deductions:
  Premium load charges                                         21,033              0                       327,573         50,777
  Cost of insurance and administrative expenses                15,334             24                        16,814         14,164
                                                             --------         ------                     ---------       --------

     Total deductions                                          36,367             24                       344,387         64,941
                                                             --------         ------                     ---------       --------


Net deposits into Separate Account                           $295,551         $1,177                     $  49,986       $241,248
                                                             ========         ======                     =========       ========

<FN>
<F*>The Joint and Survivor Variable Universal Life Insurance 98 product was introduced in 1998,
and the first deposit was received on October 14, 1998.
                                                                                                                      (continued)





<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT, (CONTINUED)



Joint and Survivor Variable Universal Life Insurance - 98:<F*>
- --------------------------------------------------------------

<CAPTION>


                                                                BOND INDEX                MANAGED EQUITY        ASSET ALLOCATION
                                                               FUND DIVISION              FUND DIVISION           FUND DIVISION
                                                          ----------------------          --------------        ----------------

                                                           1999            1998               1999                    1999
                                                          -------          ----              -------                 -------
<S>                                                       <C>              <C>                <C>                     <C>
Total gross deposits                                      $10,088             0              $ 5,156                 $ 6,904
Transfers between fund divisions and
  General American                                             55          $905               19,546                  17,414
                                                          -------          ----              -------                 -------

Total gross deposits and transfers
  between fund divisions                                   10,143           905               24,702                  24,318
                                                          -------          ----              -------                 -------


Deductions:
  Premium load charges                                        934             0                  702                   1,074
  Cost of insurance and administrative expenses               636            24                  320                   1,595
                                                          -------          ----              -------                 -------

     Total deductions                                       1,570            24                1,022                   2,669
                                                          -------          ----              -------                 -------


Net deposits into Separate Account                        $ 8,573          $881              $23,680                 $21,649
                                                          =======          ====              =======                 =======

<FN>
<F*>The Joint and Survivor Variable Universal Life Insurance 98 product was introduced in 1998,
and the first deposit was received on October 14, 1998.
                                                                                                                 (continued)





<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT, (CONTINUED)



Joint and Survivor Variable Universal Life Insurance - 98:<F*>
- --------------------------------------------------------------

<CAPTION>
                                                               INTERNATIONAL INDEX                             MID-CAP EQUITY
                                                                  FUND DIVISION                                FUND DIVISION
                                                              ----------------------                       ----------------------

                                                               1999             1998                        1999            1998
                                                              -------           ----                       -------         ------
<S>                                                           <C>               <C>                        <C>             <C>
Total gross deposits                                          $12,937           $  0                       $20,543         $    0
Transfers between fund divisions and
  General American                                                734            905                             0          1,752
                                                              -------           ----                       -------         ------

Total gross deposits and transfers
  between fund divisions                                       13,671            905                        20,543          1,752
                                                              -------           ----                       -------         ------


Deductions:
  Premium load charges                                          1,043              0                         2,004              0
  Cost of insurance and administrative expenses                   420             24                           695             54
                                                              -------           ----                       -------         ------

     Total deductions                                           1,463             24                         2,699             54
                                                              -------           ----                       -------         ------


Net deposits into Separate Account                            $12,208           $881                       $17,844         $1,698
                                                              =======           ====                       =======         ======

<FN>
<F*>The Joint and Survivor Variable Universal Life Insurance 98 product was introduced in 1998,
and the first deposit was received on October 14, 1998.
                                                                                                                      (continued)




<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT, (CONTINUED)



Joint and Survivor Variable Universal Life Insurance - 98:<F*>
- --------------------------------------------------------------

<CAPTION>
                                                                 SMALL-CAP EQUITY                               EQUITY INCOME
                                                                  FUND DIVISION                                 FUND DIVISION
                                                              ----------------------                       ----------------------

                                                                1999           1998                          1999           1998
                                                              -------         ------                       -------         ------
<S>                                                           <C>             <C>                          <C>             <C>
Total gross deposits                                          $19,313         $    0                       $18,515         $    0
Transfers between fund divisions and
  General American                                                347          1,692                         8,184          2,609
                                                              -------         ------                       -------         ------

Total gross deposits and transfers
  between fund divisions                                       19,660          1,692                        26,699          2,609
                                                              -------         ------                       -------         ------


Deductions:
  Premium load charges                                          2,807              0                         2,920              0
  Cost of insurance and administrative expenses                   837             53                         1,537             76
                                                              -------         ------                       -------         ------

     Total deductions                                           3,644             53                         4,457             76
                                                              -------         ------                       -------         ------


Net deposits into Separate Account                            $16,016         $1,639                       $22,242         $2,533
                                                              =======         ======                       =======         ======

<FN>
<F*>The Joint and Survivor Variable Universal Life Insurance 98 product was introduced in 1998,
and the first deposit was received on October 14, 1998.
                                                                                                                      (continued)




<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT, (CONTINUED)



Joint and Survivor Variable Universal Life Insurance - 98:<F*>
- --------------------------------------------------------------

<CAPTION>
                                                            GROWTH                       OVERSEAS                 ASSET MANAGER
                                                         FUND DIVISION                 FUND DIVISION              FUND DIVISION
                                                     ---------------------        ----------------------         -------------

                                                       1999           1998          1999           1998               1999
                                                     -------          ----        -------         ------              ----
<S>                                                  <C>              <C>         <C>             <C>                 <C>
Total gross deposits                                 $43,496          $  0        $15,097         $    0              $144
Transfers between fund divisions and
  General American                                    11,264           905          1,000          1,706                 0
                                                     -------          ----        -------         ------              ----

Total gross deposits and transfers
  between fund divisions                              54,760           905         16,097          1,706               144
                                                     -------          ----        -------         ------              ----


Deductions:
  Premium load charges                                 8,888             0          1,866              0                 0
  Cost of insurance and administrative expenses        4,308            24            608             53                26
                                                     -------          ----        -------         ------              ----

     Total deductions                                 13,196            24          2,474             53                26
                                                     -------          ----        -------         ------              ----


Net deposits into Separate Account                   $41,564          $881        $13,623         $1,653              $118
                                                     =======          ====        =======         ======              ====

<FN>
<F*>The Joint and Survivor Variable Universal Life Insurance 98 product was introduced in 1998,
and the first deposit was received on October 14, 1998.
                                                                                                                (continued)




<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT, (CONTINUED)



Joint and Survivor Variable Universal Life Insurance - 98:<F*>
- --------------------------------------------------------------

<CAPTION>
                                                                   HIGH INCOME                               MULTI-SYTLE EQUITY
                                                                  FUND DIVISION                                FUND DIVISION
                                                              ----------------------                       ----------------------

                                                               1999            1998                          1999           1998
                                                              -------         ------                       -------         ------
<S>                                                           <C>             <C>                          <C>             <C>
Total gross deposits                                          $10,880         $    0                       $ 9,127         $    0
Transfers between fund divisions and
  General American                                                  0          1,711                         4,922          4,306
                                                              -------         ------                       -------         ------

Total gross deposits and transfers
  between fund divisions                                       10,880          1,711                        14,049          4,306
                                                              -------         ------                       -------         ------


Deductions:
  Premium load charges                                            913              0                         4,155              0
  Cost of insurance and administrative expenses                   724             53                         1,262            133
                                                              -------         ------                       -------         ------

     Total deductions                                           1,637             53                         5,417            133
                                                              -------         ------                       -------         ------


Net deposits into Separate Account                            $ 9,243         $1,658                       $ 8,632         $4,173
                                                              =======         ======                       =======         ======

<FN>
<F*>The Joint and Survivor Variable Universal Life Insurance 98 product was introduced in 1998,
and the first deposit was received on October 14, 1998.
                                                                                                                      (continued)




<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT, (CONTINUED)



Joint and Survivor Variable Universal Life Insurance - 98:<F*>
- --------------------------------------------------------------

<CAPTION>
                                                                             WORLDWIDE
                                                                         EMERGING MARKETS                   CORE BOND
                                                                           FUND DIVISION                  FUND DIVISION
                                                                         ----------------             ----------------------

                                                                               1999                     1999           1998
                                                                             -------                  -------         ------
<S>                                                                          <C>                      <C>             <C>
Total gross deposits                                                         $(3,046)                 $   263         $    0
Transfers between fund divisions and
  General American                                                                 0                      128          1,708
                                                                             -------                  -------         ------

Total gross deposits and transfers
  between fund divisions                                                      (3,046)                     391          1,708
                                                                             -------                  -------         ------


Deductions:
  Premium load charges                                                             0                    1,166              0
  Cost of insurance and administrative expenses                                  146                      295             50
                                                                             -------                  -------         ------

     Total deductions                                                            146                    1,461             50
                                                                             -------                  -------         ------


Net deposits into (withdrawals from) Separate Account                        $(3,192)                 $(1,070)        $1,658
                                                                             =======                  =======         ======

<FN>
<F*>The Joint and Survivor Variable Universal Life Insurance 98 product was introduced in 1998,
and the first deposit was received on October 14, 1998.
                                                                                                                 (continued)




<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT, (CONTINUED)



Joint and Survivor Variable Universal Life Insurance - 98:<F*>
- --------------------------------------------------------------

<CAPTION>
                                                                        AGGRESSIVE EQUITY                      NON-US
                                                                          FUND DIVISION                    FUND DIVISION
                                                                        -----------------              ---------------------

                                                                               1999                     1999           1998
                                                                             -------                   ------         ------
<S>                                                                           <C>                      <C>            <C>
Total gross deposits                                                          $5,046                   $3,039         $    0
Transfers between fund divisions and
  General American                                                                 3                     (110)         1,774
                                                                              ------                   ------         ------

Total gross deposits and transfers
  between fund divisions                                                       5,049                    2,929          1,774
                                                                              ------                   ------         ------


Deductions:
  Premium load charges                                                         2,119                    1,260              0
  Cost of insurance and administrative expenses                                  537                      298             52
                                                                              ------                   ------         ------

     Total deductions                                                          2,656                    1,558             52
                                                                              ------                   ------         ------


Net deposits into Separate Account                                            $2,393                   $1,371         $1,722
                                                                              ======                   ======         ======

<FN>
<F*>The Joint and Survivor Variable Universal Life Insurance 98 product was introduced in 1998,
and the first deposit was received on October 14, 1998.
                                                                                                                 (continued)




<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT, (CONTINUED)



Joint and Survivor Variable Universal Life Insurance - 98:<F*>
- --------------------------------------------------------------

<CAPTION>
                                                                          INCOME & GROWTH      INTERNATIONAL         VALUE
                                                                           FUND DIVISION       FUND DIVISION     FUND DIVISION
                                                                          ---------------      -------------     -------------

                                                                               1999                1999            1999<F**>
                                                                              ------              ------           ---------
<S>                                                                           <C>                 <C>               <C>
Total gross deposits                                                          $2,399              $1,597            $1,014
Transfers between fund divisions and
  General American                                                             4,943                   0                 0
                                                                              ------              ------            ------

Total gross deposits and transfers
  between fund divisions                                                       7,342               1,597             1,014
                                                                              ------              ------            ------


Deductions:
  Premium load charges                                                         1,930                 510               422
  Cost of insurance and administrative expenses                                  613                 338               119
                                                                              ------              ------            ------

     Total deductions                                                          2,543                 848               541
                                                                              ------              ------            ------


Net deposits into Separate Account                                            $4,799              $  749            $  473
                                                                              ======              ======            ======

<FN>
<F*>The Joint and Survivor Variable Universal Life Insurance 98 product was introduced in 1998,
and the first deposit was received on October 14, 1998.
                                                                                                                (continued)




<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT, (CONTINUED)



Joint and Survivor Variable Universal Life Insurance - 98:<F*>
- --------------------------------------------------------------

<CAPTION>
                                                                          BOND PORTFOLIO              SMALL COMPANY
                                                                          FUND DIVISION               FUND DIVISION
                                                                          --------------              -------------

                                                                               1999                        1999
                                                                              ------                       ----
<S>                                                                           <C>                          <C>
Total gross deposits                                                          $1,551                       $981

Deductions:
  Premium load charges                                                           632                        211
  Cost of insurance and administrative expenses                                  237                        315
                                                                              ------                       ----

     Total deductions                                                            869                        526
                                                                              ------                       ----


Net deposits into Separate Account                                            $  682                       $455
                                                                              ======                       ====

<FN>
<F*>The Joint and Survivor Variable Universal Life Insurance 98 product was introduced in 1998,
and the first deposit was received on October 14, 1998.
</TABLE>






<PAGE>
<PAGE>
<TABLE>


                            GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                    SCHEDULE OF INVESTMENTS
                                       DECEMBER 31, 1999


<CAPTION>
                                                   No. of Shares               Market Value
                                                  ---------------             --------------

<S>                                                    <C>                      <C>
S & P 500 Index Fund
 General American Capital Company <F*>                   999,187                $60,824,360

Money Market Fund
 General American Capital Company <F*>                   489,328                  9,910,022

Bond Index Fund
 General American Capital Company <F*>                   250,830                  6,136,371

Managed Equity Fund
 General American Capital Company <F*>                   173,817                  6,380,710

Asset Allocation Fund
 General American Capital Company <F*>                   401,176                 18,584,088

International Index Fund <F**>
 General American Capital Company <F*>                   507,022                 13,006,687

Mid-Cap Equity Fund <F***>
 General American Capital Company <F*>                   337,135                  8,364,930

Small-Cap Equity Fund
 General American Capital Company <F*>                    69,740                  2,918,058

Equity-Income Fund
 Variable Insurance Products Fund                        939,971                 24,166,662

Growth Fund
 Variable Insurance Products Fund                      1,014,256                 55,713,063

Overseas Fund
 Variable Insurance Products Fund                        548,542                 15,052,006

Asset Manager Fund
 Variable Insurance Products Fund II                     129,586                  2,419,380

High Income Fund
 Variable Insurance Products Fund                        386,909                  4,375,944

Worldwide Hard Assets Fund <F****>
 Van Eck Worldwide Insurance Trust                        28,930                    317,077

Worldwide Emerging Markets Fund
 Van Eck Worldwide Insurance Trust                        18,240                    260,096

<FN>
<F*>These funds use consent dividending.  See Note 2C.
<F**>This fund was formerly known as the International Equity Fund.
<F***>This fund was formerly known as the Special Equity Fund.
<F****>This fund was formerly known as the Gold & Natural Resources Fund
See accompanying notes to financial statements.                               (continued)



<PAGE>
<PAGE>


                            GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                SCHEDULE OF INVESTMENTS (CONTINUED)
                                       DECEMBER 31, 1999


<CAPTION>
                                                   No. of Shares               Market Value
                                                  ---------------             --------------

<S>                                                    <C>                      <C>
Multi-Style Equity Fund
 Russell Insurance Funds                               1,014,829                $17,038,971

Core Bond Fund
 Russell Insurance Funds                               1,018,988                  9,823,042

Aggressive Equity Fund
 Russell Insurance Funds                                 364,662                  4,871,881

Non-US Fund
 Russell Insurance Funds                                 353,166                  5,011,427

Income & Growth Fund
 American Century Variable Portfolios                     92,034                    736,269

International Fund
 American Century Variable Portfolios                     48,347                    604,334

Value Fund
 American Century Variable Portfolios                     16,164                     96,178

Bond Portfolio
 J.P. Morgan Series Trust II                              12,590                    141,513

Small Company Portfolio
 J.P. Morgan Series Trust II                              35,632                    596,119






See accompanying notes to financial statements.
</TABLE>


<PAGE>
<PAGE>

LEGAL COUNSEL

     Stephen E. Roth
     Sutherland, Asbill & Brennan, Washington, D.C.

INDEPENDENT AUDITORS

     KPMG LLP

If distributed to prospective investors, this report must be preceded or
accompanied by a current prospectus.

The prospectus is incomplete without reference to the financial data
contained in the annual report.



<PAGE>
<PAGE>



              GENERAL AMERICAN LIFE INSURANCE
                 COMPANY AND SUBSIDIARIES

             Consolidated Financial Statements

                 December 31, 1999 and 1998

        (With Independent Auditors' Report Thereon)




<PAGE>
<PAGE>

                      INDEPENDENT AUDITORS' REPORT

Board of Directors and Members of General American Life Insurance
Company:

We have audited the accompanying consolidated balance sheets of General
American Life Insurance Company and subsidiaries as of December 31, 1999
and 1998, and the related consolidated statements of operations,
comprehensive income, stockholder equity, and cash flows for each of the
years in the three-year period ended December 31, 1999.  These
consolidated financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on
these consolidated financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
General American Life Insurance Company and subsidiaries as of December
31, 1999 and 1998, and the results of their operations and their cash
flows for each of the years in the three-year period ended December 31,
1999, in conformity with generally accepted accounting principles.



St. Louis, Missouri
February 4, 2000



<PAGE>
<PAGE>

<TABLE>
General American Life Insurance Company and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(dollars in millions, except share data)
<CAPTION>

                                                                         As of December 31
                                                                         -----------------
                                                                        1999           1998
                                                                     ---------       --------
<S>                                                                  <C>             <C>
ASSETS
- ----------------------------------------------------------------
Fixed maturities:
   Available-for-sale, at fair value                                 $ 6,826.1       11,068.3
Mortgage loans, net                                                    1,678.9        2,337.5
Real estate, net                                                         127.2          129.9
Equity securities, at fair value                                          49.3           48.6
Policy loans                                                           2,243.9        2,151.0
Short-term investments                                                   292.4          195.3
Other invested assets                                                    898.8          457.6
                                                                     ---------       --------
            Total investments                                         12,116.6       16,388.2
Cash and cash equivalents                                                790.0          591.1
Accrued investment income                                                153.9          205.6
Reinsurance recoverables                                                 863.3          905.0
Other contract deposits                                                  325.5        4,094.8
Deferred tax asset, net                                                  197.6              -
Deferred policy acquisition costs                                      1,286.1          773.8
Other assets                                                             781.1          675.7
Separate account assets                                                6,915.6        5,214.8
                                                                     ---------       --------
            Total assets                                             $23,429.7       28,849.0
                                                                     =========       ========

LIABILITIES AND STOCKHOLDER EQUITY
- ----------------------------------------------------------------
Policy and contract liabilities:
   Future policy benefits                                            $ 5,995.6        5,589.5
   Policyholder account balances:
      Universal life                                                   3,032.1        2,960.9
      Annuities                                                        3,709.8        3,714.5
   Pension funds and interest sensitive contract liabilities             556.8        7,581.3
   Policy and contract claims                                            702.1          591.1
   Dividends payable to policyholders                                    120.6          121.7
                                                                     ---------       --------
            Total policy and contract liabilities                     14,117.0       20,559.0
Amounts payable to reinsurers                                             79.2          201.4
Long-term debt and notes payable                                         216.6          221.9
Other liabilities and accrued expenses                                   825.0          912.4
Deferred tax liability, net                                                  -           75.4
Separate account liabilities                                           6,892.0        5,194.9
                                                                     ---------       --------
            Total liabilities                                         22,129.8       27,165.0
Minority interests                                                       420.0          383.1
Stockholder equity:
   Common stock, $1 par value, 5,000,000 shares authorized,
      3,000,000 shares issued and outstanding                              3.0            3.0
   Additional paid in capital                                             71.1            3.0
   Retained earnings                                                   1,074.1        1,242.0
   Accumulated other comprehensive (loss) income                        (268.3)          52.9
                                                                     ---------       --------
            Total stockholder equity                                     879.9        1,300.9
                                                                     ---------       --------
            Total liabilities and stockholder equity                 $23,429.7       28,849.0
                                                                     =========       ========

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

                                2


<PAGE>
<PAGE>

<TABLE>
General American Life Insurance Company and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in millions)
<CAPTION>
                                                                  Years ended December 31
                                                                  -----------------------
                                                               1999        1998        1997
                                                             --------     -------     -------
<S>                                                          <C>          <C>         <C>
REVENUES
- -------------------------------------------------------
Insurance premiums                                           $2,207.6     2,028.0     1,671.3

Other considerations                                            183.2       173.6       135.8

Net investment income                                         1,157.2     1,135.8       945.5
Ceded commissions                                                21.7        39.9        44.9
Other income                                                    386.0       323.0       362.3
Net realized investment (losses) gains                         (200.6)       13.7        28.5
                                                             --------     -------     -------
            Total revenues                                    3,755.1     3,714.0     3,188.3
                                                             --------     -------     -------

BENEFITS AND EXPENSES
- -------------------------------------------------------
Policy benefits                                               1,978.4     1,832.9     1,517.7
Interest credited to policyholder account balances              533.9       516.8       399.4
                                                             --------     -------     -------
            Total policyholder benefits                       2,512.3     2,349.7     1,917.1

Dividends to policyholders                                      191.6       192.1       182.1
Policy acquisition costs                                        154.0       240.7       171.1
Other insurance and operating expenses                          917.5       713.7       712.8
Interest expense                                                 17.7        17.9        20.2
Demutualization expense                                          13.3           -           -
Fees to exit funding agreement business                         141.4           -           -
                                                             --------     -------     -------

            Total benefits and expenses                       3,947.8     3,514.1     3,003.3
                                                             --------     -------     -------

            (Loss) income before provision for income taxes    (192.7)      199.9       185.0
                                                             --------     -------     -------

Income tax (benefit) provision:

   Current                                                      (23.6)       35.2        65.8
   Deferred                                                     (40.7)       18.4        (0.1)
                                                             --------     -------     -------
            Total income tax (benefit) provision                (64.3)       53.6        65.7
                                                             --------     -------     -------

            (Loss) income before minority interest             (128.4)      146.3       119.3

Minority interest in earnings of consolidated subsidiaries      (24.8)      (29.2)      (22.1)
                                                             --------     -------     -------
            Net (loss) income                                $ (153.2)      117.1        97.2
                                                             ========     =======     =======

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

                                3




<PAGE>
<PAGE>

<TABLE>
General American Life Insurance Company and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(dollars in millions)
<CAPTION>
                                                                   Years ended December 31
                                                                   -----------------------
                                                               1999         1998         1997
                                                             -------       -----        -----
<S>                                                          <C>            <C>         <C>
Net (loss) income                                            $(153.2)       117.1        97.2

Other comprehensive (loss) income                             (321.2)       (54.0)       75.6
                                                             -------        -----       -----

         Comprehensive (loss) income                         $(474.4)        63.1       172.8
                                                             =======        =====       =====

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

                                4



<PAGE>
<PAGE>

<TABLE>
General American Life Insurance Company and Subsidiaries
CONSOLIDATED STATEMENTS OF STOCKHOLDER EQUITY
(dollars in millions)
<CAPTION>
                                                                                    ACCUMULATED
                                                                                       OTHER
                                                            ADDITIONAL             COMPREHENSIVE      TOTAL
                                                  COMMON     PAID-IN    RETAINED       (LOSS)       STOCKHOLDER
                                                  STOCK      CAPITAL    EARNINGS       INCOME         EQUITY
                                                  ------    ----------  --------   -------------    -----------
<S>                                                <C>         <C>      <C>            <C>           <C>
Balance at December 31, 1996                       $  -           -       966.5          31.3          997.8
Net income                                                                 97.2                         97.2
Other comprehensive income                                                               75.6           75.6
Issuance of common stock                            3.0         3.0        (6.0)                           -
Dividend to parent                                                         (4.5)                        (4.5)
Other, net                                                                  4.4                          4.4
                                                   ----        ----     -------        ------        -------

Balance at December 31, 1997                        3.0         3.0     1,057.6         106.9        1,170.5
Net income                                                                117.1                        117.1
Other comprehensive loss                                                                (54.0)         (54.0)
Parent's share of subsidiary's
   issuance of non-voting stock                                            68.6                         68.6
Other, net                                                                 (1.3)                        (1.3)
                                                   ----        ----     -------        ------        -------

Balance at December 31, 1998                        3.0         3.0     1,242.0          52.9        1,300.9
Net loss                                                                 (153.2)                      (153.2)
Other comprehensive loss                                                               (321.2)        (321.2)
Parent's share of subsidiaries'
   capital stock transactions                                              25.3                         25.3
Capital contribution from parent                               68.1                                     68.1
Dividends                                                                 (40.0)                       (40.0)
                                                   ----        ----     -------        ------        -------

Balance at December 31, 1999                       $3.0        71.1     1,074.1        (268.3)         879.9
                                                   ====        ====     =======        ======        =======

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

                                5


<PAGE>
<PAGE>

<TABLE>
General American Life Insurance Company and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in millions)
<CAPTION>
                                                                                      Years ended December 31
                                                                                      -----------------------
                                                                                 1999            1998          1997
                                                                              ---------        -------        -------
<S>                                                                           <C>              <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
- ----------------------------------------------------------------
Net (loss) income                                                             $  (153.2)         117.1           97.2
Adjustments to reconcile net income to net cash provided by
   (used in) operating activities:
      Change in:
         Accrued investment income                                                 50.9          (37.4)         (20.6)
         Reinsurance recoverables and
            other contract deposits                                               463.9          496.1          203.7
         Deferred policy acquisition costs                                       (165.9)        (102.1)        (113.0)
         Other assets                                                             (39.5)        (172.1)         (61.8)
         Future policy benefits                                                   406.2          655.5          693.1
         Policy and contract claims                                               111.0          132.5          105.5
         Other liabilities and accrued expenses                                   (78.1)          48.2          319.8
      Deferred income tax provision                                               (40.7)          18.4           (0.1)
      Policyholder considerations                                                (183.2)        (173.6)        (135.8)
      Interest credited to policyholder account balances                          533.9          516.8          399.4
      Amortization and depreciation                                               (32.5)          34.6           32.7
      Net realized investment losses (gains)                                      200.6          (13.7)         (28.5)
      Other, net                                                                   12.0            7.4            0.4
                                                                              ---------        -------        -------
Net cash provided by operating activities                                       1,085.4        1,527.7        1,492.0
                                                                              ---------        -------        -------

CASH FLOWS FROM INVESTING ACTIVITIES
- ----------------------------------------------------------------
Proceeds from investments sold or redeemed:
      Fixed maturities available-for-sale                                      10,891.4        2,027.4        2,070.7
      Mortgage loans                                                            1,442.8          370.4          594.2
      Equity securities                                                            10.3            2.1           31.6
Cost of investments purchased:
   Fixed maturities available-for-sale                                         (8,110.5)      (4,251.1)      (4,463.1)
   Mortgage loan originations                                                    (800.2)        (594.5)        (439.0)
   Equity securities                                                              (19.2)         (17.4)         (47.3)
Maturity of fixed maturities available-for-sale                                   310.6          145.3          281.7
Increase in policy loans, net                                                     (92.9)         (77.9)        (153.4)
Increase in short-term and other invested assets, net                            (521.8)        (215.2)        (130.4)
Investments in subsidiaries                                                        81.3          (24.5)          (6.0)
                                                                              ---------        -------        -------
Net cash provided by (used in) investing activities                             3,191.8       (2,635.4)      (2,261.0)
                                                                              ---------        -------        -------

CASH FLOWS FROM FINANCING ACTIVITIES
- ----------------------------------------------------------------
Net policyholder account and contract (withdrawals) deposits                   (4,186.7)       1,108.8        1,024.5
Proceeds from subsidiary stock offering                                           124.9          221.8              -
Issuance of debt                                                                      -            2.3            1.9
Repayment of debt                                                                  (0.7)          (0.4)         (80.6)
Dividends                                                                         (45.8)          (3.8)          (2.1)
Other, net                                                                         28.9           27.5           46.8
                                                                              ---------        -------        -------
Net cash (used in) provided by financing activities                            (4,079.4)       1,356.2          990.5
                                                                              ---------        -------        -------

Effect of exchange rate changes                                                     1.1          (16.3)          (5.3)
                                                                              ---------        -------        -------
Net increase in cash and cash equivalents                                         198.9          232.2          216.2
Cash and cash equivalents at beginning of year                                    591.1          358.9          142.7
                                                                              ---------        -------        -------
Cash and cash equivalents at end of year                                      $   790.0          591.1          358.9
                                                                              =========        =======        =======

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

                                6


<PAGE>
<PAGE>

General American Life Insurance Company and Subsidiaries

(1)  BASIS OF PRESENTATION AND SUMMARY OF
     SIGNIFICANT ACCOUNTING POLICIES

ACQUISITION BY METLIFE
On January 6, 2000, Metropolitan Life Insurance Company (MetLife),
headquartered in New York City, purchased 100% of GenAmerica Corporation
(GenAmerica), General American Life Insurance Company's (General American
or the Company) parent, for $1.2 billion in cash.  The acquisition was a
result of liquidity problems encountered by General American.

On August 10, 1999, at management's request, the Missouri Department of
Insurance placed the Company under an order of administrative supervision
(the order).  The immediate cause of the order was the Company's inability
to immediately satisfy approximately $4 billion in institutional funding
agreement contract surrenders.  The funding agreements guaranteed the
holder a return on principal at a stated interest rate for a specified
period of time.  The contracts also allowed the holder to "put" the
contract to the Company for a payout of principal and interest within
designated time periods of 7, 30 or 90 days.  The Company had reinsured 50%
of the funding agreement contracts with ARM Financial Group, Inc. (ARM).

In July 1999, Moody's Investors Services, Inc. downgraded the claims paying
ability rating of ARM due to the relative illiquidity of certain of its
invested assets, which resulted in the Company recapturing the obligations
and assets related to the funding agreements reinsured by ARM.  As a result
of the recapture, Moody's downgraded the Company's claims paying ability
rating.  Upon announcement of the downgrade, a large number of funding
agreement holders surrendered their contracts.  The Company was unable to
liquidate sufficient assets in an orderly fashion without incurring
significant losses and therefore management requested the order.

In connection with the acquisition, MetLife offered each holder of a
General American funding agreement the option to exchange its funding
agreement for a MetLife funding agreement with substantially identical
terms and conditions or receive cash equal to the principal amount plus
accrued interest.  In consideration of this exchange offer, the Company
transferred to MetLife assets having a market value equal to the market
value of the funding agreement liabilities, approximately $5.7 billion.
As a result of its efforts to raise liquidity to meet the funding agreement
requests and the transfer of assets to MetLife, the Company incurred
approximately $214.7 million in pretax capital losses.   In addition to the
capital losses, the Company incurred $141.4 million in fees associated with
the recapture and transfer of the funding agreement business.  With the
transfer, the Company fully exited the funding agreement business.

GenAmerica will operate as a wholly-owned stock subsidiary of MetLife.
The $1.2 billion purchase price was paid to GenAmerica's parent General
American Mutual Holding Company (GAMHC) and deposited in an account for the
benefit of the Company's policyholders.  Ultimately, these funds, minus
adjustments, will be distributed to participating General American
policyholders, with accumulated interest and GAMHC will be dissolved.

                                     7


<PAGE>
<PAGE>

General American Life Insurance Company and Subsidiaries

REORGANIZATION
In September 1996, the Board of Directors of General American adopted the
Plan which authorized the reorganization (Reorganization) of the Company
into a mutual insurance holding company structure.  The Missouri Department
of Insurance held a public hearing on the Reorganization on December 19,
1996 and approved the Plan on January 24, 1997.  The policyholders of the
Company approved the Plan on January 28, 1997 and the Reorganization became
effective on April 24, 1997 (effective date).  The Company was the first
company to obtain approval and to form a mutual insurance holding company
under the Missouri Mutual Holding Company Statute.

Pursuant to the Reorganization, the Company (i) formed GAMHC as a mutual
insurance holding company under the insurance laws of the State of
Missouri, (ii) formed GenAmerica as an intermediate stock holding company
under the general laws of the State of Missouri, and (iii) amended and
restated its Charter and Articles of Incorporation to authorize the
issuance of capital stock and the continuance of its existence as a stock
life insurance company under the same name.  GAMHC may, among other things,
elect all of the directors of GenAmerica and approve matters submitted for
shareholder approval.  As of the effective date of the Reorganization, the
membership interests and the contractual rights of the policyholders of the
Company were separated - the membership interests automatically became, by
operation of law, membership interests in GAMHC and the contractual rights
remained with the Company.  Each person who became the owner of a
designated policy or contract of insurance or annuity issued by the Company
after the effective date of the Reorganization (subject to certain
exceptions and conditions set forth in the Articles of Incorporation of
GAMHC) became a member of GAMHC and had a membership interest in GAMHC by
operation of law so long as such policy or contract remains in force.  The
membership interests in GAMHC follow, and are not severable, from the
insurance or annuity policy or contract from which the membership interest
in GAMHC is derived.

On the effective date, the Company issued three million shares of its
authorized shares of capital stock to GAMHC.  GAMHC then contributed all of
these to GenAmerica in exchange for one thousand shares of its common
stock.  As a result, GenAmerica directly owned the Company, and GAMHC
indirectly owned the Company, through GenAmerica.  The Reorganization was
accounted for at historical cost in a manner similar to a pooling of
interests.

The consolidated financial statements include the assets, liabilities, and
results of operations of the Company and the following wholly owned
insurance subsidiaries: Cova Corporation (COVA), an insurance holding
company, Paragon Life Insurance Company, Security Equity Life Insurance
Company, General Life Insurance Company of America, General Life Insurance
Company (GLIC), GenAm Benefits Insurance Company, and its 48.3 percent
owned subsidiary, Reinsurance Group of America, Incorporated (RGA), an
insurance holding company.  In addition, the financial statements include
the assets, liabilities, and results of operations of the following wholly
owned non-insurance subsidiaries:  Red Oak Realty Company, White Oak
Royalty Company, GenMark, Inc., and its 60.4 percent owned subsidiary,
Conning Corporation (Conning).

The Company's principal lines of business, conducted through General
American or one of its subsidiaries, are: Individual Life Insurance,
Annuities, Group Life and Health Insurance, Asset Management, and
Reinsurance.  The Company distributes its products and services primarily
through a nationwide network of general agencies, independent brokers, and
group sales and claims offices.  The Company and its subsidiaries are
licensed to do business in all fifty states, ten Canadian provinces, Puerto
Rico, and the District of Columbia.  Through its subsidiaries, the Company
has operations in Europe, Pacific Rim countries, Latin America, and Africa.

INITIAL PUBLIC OFFERING
In December 1997, Conning successfully completed an Initial Public Offering
of 2.875 million shares of its common stock.  Conning received net proceeds
of approximately $34.5 million from the offering. The

                                     8

<PAGE>
<PAGE>

General American Life Insurance Company and Subsidiaries

Company owned 60.4 and 62.7 percent of the total shares outstanding of
Conning's common stock at December 31, 1999 and 1998 respectively.  The
publicly held stock of Conning is listed on the NASDAQ National Market
System.

OTHER OFFERINGS
At RGA's annual stockholders' meeting on May 27, 1998, a new class of non-
voting common stock was authorized.  In June 1998, RGA completed a
secondary public offering in which it sold 7,417,500 million shares of non-
voting common stock traded on the New York Stock Exchange under the symbol
RGA.A.  The offering provided net proceeds of approximately $221.8 million,
which have been utilized to finance the continued growth of RGA's
operations domestically and internationally.  After the subsequent
offering, the Company's ownership percentage decreased from 63.8% to 53.3%.

On September 14, 1999 RGA held a special shareholder's meeting at which an
amendment to its restated articles of incorporation, as amended, was
approved which converted 7,417,496 shares of non-voting common stock into
7,194,971 shares of voting common stock, with cash paid in lieu of any
fractional shares. After the non-voting stock conversion, the Company's
ownership percentage was 53.5%.

On November 23, 1999, RGA completed a private placement of securities in
which it sold 4,784,689 shares of its common stock, $0.01 par value per
share to MetLife.  The price per share was $26.125, and the aggregate value
of the transaction was approximately $125 million.  Proceeds from the
private placement will be used for general corporate purposes, including
the immediate capital needs associated with the Company's primary
businesses. After the private offering, the Company's ownership percentage
was 48.3%.

SIGNIFICANT ACCOUNTING POLICIES
The accompanying consolidated financial statements are prepared on the
basis of generally accepted accounting principles (GAAP) and include the
accounts of the Company and its majority owned subsidiaries. Less than
majority-owned entities in which the Company has at least a 20 percent
interest are reported on the equity basis.  The Company continues to
consolidate the financial statements of RGA even though its ownership
percentage has declined to below 50 percent since the Company has retained
control of RGA through a majority representation on RGA's Board of
Directors at December 31, 1999 and through January 6, 2000.  All
significant intercompany accounts and transactions have been eliminated in
consolidation.  The preparation of financial statements requires the use of
estimates by management, which affect the amounts reflected in the
financial statements.  Actual results could differ from those estimates.
Accounts that the Company deems to be sensitive to changes in estimates
include future policy benefits and policy and contract claims, deferred
acquisition costs, and investment and deferred tax valuation allowances.

The significant accounting policies of the Company are as follows:

RECOGNITION OF REVENUE
For traditional life insurance policies, including participating
businesses, premiums are recognized when due, less allowances for estimated
uncollectible balances.  For limited payment contracts, net premiums are
recorded as revenue, and the difference between the gross premium and the
net premium is deferred and recognized in income in a constant relationship
to insurance in force over the estimated policy life.


For universal life and annuity products, contract charges for mortality,
surrender, and expense, other than front-end expense charges, are reported
as income when charged to policyholders' accounts.

Other income represents the fees generated from the Company's non-insurance
operations, primarily service and contract fees relating to concessions,
asset management, system development, and third-party administration.
Amounts are recognized when earned.

                                     9

<PAGE>
<PAGE>

General American Life Insurance Company and Subsidiaries

INVESTED ASSETS

FIXED MATURITIES AND EQUITY SECURITIES: All of the Company's securities are
classified as available-for-sale.  Fixed maturities available-for-sale are
reported at fair value and are so classified based on the possibility that
such securities could be sold prior to maturity if that action enables the
Company to execute its investment philosophy and appropriately match
investment results to operating and liquidity needs.  Equity securities are
carried at fair value.

Realized gains or losses on the sale of securities are determined on the
basis of specific identification.  Unrealized gains and losses are
recorded, net of related income tax effects as well as related adjustments
to deferred acquisition costs, in accumulated other comprehensive income, a
separate component of stockholder equity.

The Company recognizes its proportionate share of the resultant gains or
losses on the issuance or repurchase of its subsidiaries' stock as a direct
credit or charge to retained earnings.

MORTGAGE LOANS: Mortgage loans on real estate are stated at an unpaid
principal balance, net of unamortized discounts, and valuation allowances
for possible impairment in value.  The Company discontinues the accrual of
interest on mortgage loans which are more than 90 days delinquent.
Interest received on nonaccrual mortgage loans is generally reported as
interest income.

POLICY LOANS, REAL ESTATE AND OTHER INVESTED ASSETS: Policy loans are
carried at an unpaid principal balance and are generally secured by the
cash surrender value of the underlying contracts.  Investment real estate
which the Company intends to hold for the production of income is carried
at depreciated cost, net of writedowns for other than temporary declines in
fair value and encumbrances.  Properties held for sale (primarily acquired
through foreclosure) are carried at the lower of depreciated cost (fair
value at foreclosure plus capital additions less accumulated depreciation
and encumbrances) or fair value.  Adjustments to carrying value of
properties held for sale are recorded in a valuation reserve when the fair
value is below depreciated cost.  The accumulated depreciation and
encumbrances on real estate amounted to $44.0 million and $52.4 million at
December 31, 1999 and 1998, respectively.  Direct valuation allowances
amounted to $4.7 million and $7.3 million at December 31, 1999 and 1998,
respectively.  Other invested assets are principally recorded at fair
value.

SHORT-TERM INVESTMENTS: Short-term investments, consisting primarily of
money market instruments and other debt issues purchased with an original
maturity of less than a year, are carried at amortized cost, which
approximates fair value.

INVESTED ASSET IMPAIRMENT AND VALUATION ALLOWANCES: Invested assets are
considered impaired when the Company determines that collection of all
amounts due under the contractual terms is doubtful.  The Company adjusts
invested assets to their estimated net realizable value at the point at
which it determines an impairment is other than temporary.  In addition,
the Company has established valuation allowances for mortgage loans and
other invested assets.  Valuation allowances for other than temporary
impairments in value are netted against the asset categories to which they
apply.  Additions to valuation allowances are included in realized gains
and losses.

                                    10


<PAGE>
<PAGE>

General American Life Insurance Company and Subsidiaries

CASH AND CASH EQUIVALENTS: For purposes of reporting cash flows, cash and
cash equivalents represent cash, demand deposits, and highly liquid short-
term investments, which include U.S. Treasury bills, commercial paper, and
repurchase agreements with original or remaining maturities of 90 days or
less when purchased.

INVESTMENT INCOME
Fixed maturity premium and discounts are amortized into income using the
scientific yield method over the term of the security.  Amortization of the
premium or discount on mortgage-backed securities is recognized using a
scientific yield method which considers the estimated timing and amount of
prepayments of underlying mortgage loans.  Actual prepayment experience is
periodically reviewed and effective yields are adjusted when differences
arise between the prepayments originally anticipated and the actual
prepayments received and those prepayments currently anticipated.  When
such differences occur, the net investment in the mortgage-backed security
is adjusted to the amount that would have existed had the new effective
yield been applied since the acquisition of the security with a
corresponding charge or credit to interest income (the "retrospective
method").

POLICY AND CONTRACT LIABILITIES
For traditional life insurance policies, future policy benefits are
computed using a net level premium method taking into account actuarial
assumptions as to mortality, persistency, and interest established at
policy issue.  Assumptions established at policy issue as to mortality and
persistency are based on industry standards and the Company's historical
experience which, together with interest and expense assumptions, provide a
margin for adverse deviation.  Interest rate assumptions generally range
from 2.5 percent to 11.0 percent.  When the liabilities for future policy
benefits plus the present value of expected future gross premiums are
insufficient to provide for expected policy benefits and expenses,
unrecoverable deferred policy acquisition costs are written off and
thereafter a premium deficiency reserve is established through a charge to
earnings.

For participating policies, future policy benefits are computed using a net
level premium method based on the guaranteed cash value basis for mortality
and interest.  Mortality rates are similar to those used for statutory
valuation purposes.  Interest rates generally range from 2.5 percent to 6.0
percent.  Dividend liabilities are established when earned.

Policyholder account balances for universal life and annuity policies are
equal to the policyholder account value before deduction of any surrender
charges.  The policyholder account value represents an accumulation of
gross premium payments plus credited interest less expense, mortality
charges, and withdrawals.  These expense charges are recognized in income
as earned.

The range of weighted average interest crediting rates used by the
Company's life insurance subsidiaries were as follows:

                           1999              1998              1997
Universal life          4.00-8.00%        5.25-7.10%        6.00-7.10%
Annuities               3.00-9.10%        4.00-9.20%        5.70-9.30%

Accident and health benefits for active lives are calculated using the net
level premium method and assumptions as to future morbidity, withdrawals,
and interest, which provide a margin for adverse deviation.  Benefit
liabilities for disabled lives are calculated using the present value of
future benefits and experience assumptions for claim termination, expense,
and interest which also provide a margin for adverse deviation.

                                    11


<PAGE>
<PAGE>

General American Life Insurance Company and Subsidiaries

POLICY AND CONTRACT CLAIMS
The Company establishes a liability for unpaid claims based on estimates of
the ultimate cost of claims incurred, which is comprised of aggregate case
basis estimates, average claim costs for reported claims, and estimates of
incurred but not reported losses based on past experience.  Policy and
contract claims include a provision for both life and accident and health
claims.  Management believes the liabilities for unpaid claims are adequate
to cover the ultimate liability; however, due to the underlying risks and
the high degree of uncertainty associated with the determination of the
liability for unpaid claims, the amounts which will ultimately be paid to
settle these liabilities cannot be precisely determined and may vary from
the estimated amount included in the consolidated balance sheets.

DEFERRED POLICY ACQUISITION COSTS
The costs, which vary with and are primarily related to the production of
new and renewal business, have been deferred to the extent that such costs
are deemed recoverable from future profitability of the underlying
business.  Such costs include commissions, premium taxes, as well as
certain other costs of policy issuance and underwriting.

For limited payment and other nonparticipating traditional life insurance
policies, the deferred policy acquisition costs are amortized, with
interest, in proportion to the ratio of the expected annual premium revenue
to the expected total premium revenue.  Expected future premium revenue is
estimated utilizing the same assumptions used for computing liabilities for
future policy benefits for these policies.

For participating life insurance, universal life, and annuity type
contracts, the deferred policy acquisition costs are amortized over a
period of not more than thirty years in relation to the present value of
estimated gross profits arising from interest margin, cost of insurance,
policy administration, and surrender charges.

The range of average rates of assumed interest used by the Company's
insurance subsidiaries in estimated gross margins were as follows:

                           1999              1998              1997
Participating life           7.76%             8.25%             8.17%
Universal life          6.00-9.20%        6.25-7.50%        6.25-7.79%
Annuities               3.00-7.00%        7.00-7.83%        7.00-7.84%

The estimates of expected gross margins are evaluated regularly and are
revised if actual experience or other evidence indicates that revision is
appropriate.  Upon revision, total amortization recorded to date is
adjusted by a charge or credit to current earnings.  Deferred policy
acquisition costs are adjusted for the impact on estimated gross margins as
if the net unrealized gains and losses on securities had actually been
realized.

REINSURANCE AND OTHER CONTRACT DEPOSITS
In the normal course of business, the Company seeks to limit its exposure
to loss on any single insured by ceding risks to other insurance
enterprises or reinsurers under various types of contracts including
coinsurance and excess coverage.  The Company's retention level per
individual life ranges between $50 thousand and $2.5 million depending on
the entity writing the policy.

The Company assumes and retrocedes financial reinsurance contracts, which
represent low mortality risk reinsurance treaties. These contracts are
reported as deposits and are included in other contract deposits in the
consolidated balance sheets. The amount of revenue reported on these
contracts represents fees and the cost of insurance under the terms of the
reinsurance agreement.

                                    12


<PAGE>
<PAGE>

General American Life Insurance Company and Subsidiaries

Reinsurance activities are accounted for consistent with terms of the
underlying contracts.  Premiums ceded to other companies have been reported
as a reduction of premiums.  Amounts applicable to reinsurance ceded for
future policy benefits and claim liabilities have been reported as assets
for these items, and commissions and expense allowances received in
connection with reinsurance ceded have been accounted for in income as
earned.  Reinsurance does not relieve the Company from its primary
responsibility to meet claim obligations.  The Company evaluates the
financial conditions of its reinsurers annually.

FEDERAL INCOME TAXES
The Company and certain of its U.S. subsidiaries file consolidated federal
income tax returns.  Any acquired life insurance company is not included in
the consolidated return until the acquired company has been a member of the
consolidated group for five years.  Prior to satisfying the five-year
requirement, the subsidiary files a separate federal return.  RGA Barbados,
a subsidiary of RGA, also files a U.S. tax return.  The Company's foreign
subsidiaries are taxed under applicable local statutes.  No deferred tax
liabilities have been recognized for the foreign subsidiaries per
Accounting Principles Board (APB) Opinion 23, Accounting for Income Taxes -
Special Areas.

The Company uses the asset and liability method to record deferred income
taxes.   Accordingly, deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective tax bases, using enacted tax rates, expected to apply to
taxable income in the years in which those temporary differences are
expected to be recovered or settled. The Company has not recognized a
deferred tax liability for the excess of financial statement carrying
amount over the tax basis of its less-than-80 percent owned domestic
subsidiaries as the tax law provides a means by which the reported amount
of that investment can be recovered tax-free and the Company expects that
it will ultimately use that means.

SEPARATE ACCOUNT BUSINESS
The assets and liabilities of the separate account represent segregated
funds administered and invested by the Company for purposes of funding
variable life insurance and annuity contracts for the exclusive benefit of
the contractholders.

The Company charges the separate account for cost of insurance and
administrative expense associated with a contract and charges related to
early withdrawals by contractholders. The assets and liabilities of the
separate account are carried at fair value.  The Company's participation in
the separate account (seed money) is carried at fair value in the separate
account, and amounted to $27.2 million and $19.9 million at December 31,
1999 and 1998, respectively.

FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair value estimates are made at a specific point in time, based on
relevant market information and information about the financial instrument.
These estimates do not reflect any premium or discount that could result
from offering for sale at one time the Company's entire holdings of a
particular financial instrument.  Although fair value estimates are
calculated using assumptions that management believes are appropriate,
changes in assumptions could significantly affect the estimates and such
estimates should be used with care.  The following assumptions were used to
estimate the fair value of each class of financial instrument for which it
was practicable to estimate fair value:

INVESTMENT SECURITIES: Fixed maturities are valued using quoted market
prices, if available.  For securities not actively traded, fair values are
estimated using values obtained from independent pricing services or in the
case of private placements are estimated by discounting expected future
cash flows using a current market rate applicable to the yield, credit
quality, and maturity of investments.  The fair values of equity securities
are based on quoted market prices.

                                    13


<PAGE>
<PAGE>

General American Life Insurance Company and Subsidiaries

DERIVATIVES: Derivatives are valued using quoted market prices, if
available.  For derivatives not actively traded, fair values are estimated
using values obtained from independent pricing services.

MORTGAGE LOANS: The fair values of mortgage loans are estimated using
discounted cash flow analyses and interest rates currently being offered
for similar loans to borrowers with similar credit ratings.  Loans with
similar characteristics are aggregated for purposes of the calculations.

POLICY LOANS: The fair value of policy loans approximates the carrying
value.  The majority of these loans are indexed, with a yield tied to a
stated return.

POLICYHOLDER ACCOUNT BALANCES ON INVESTMENT TYPE CONTRACTS: Fair values for
the Company's liabilities under investment-type contracts are estimated
using cash surrender values. For contracts with no defined maturity date,
the carrying value approximates fair value.

PENSION FUNDS AND INTEREST SENSITIVE CONTRACT LIABILITIES: Fair values for
the Company's interest sensitive contract liabilities are estimated using
cash surrender values.  For contracts with no defined maturity date, the
carrying value approximates fair value.

SEPARATE ACCOUNT ASSETS AND LIABILITIES: The separate account assets and
liabilities are carried at fair value as determined by the market value of
the underlying segregated investments.

SHORT-TERM INVESTMENTS AND CASH AND CASH EQUIVALENTS: The carrying amount
approximates fair value.

LONG-TERM DEBT AND NOTES PAYABLE: The fair value of long-term debt and
notes payable is estimated using discounted cash flow calculations based on
interest rates currently being offered for similar instruments.

Refer to Note 3 & Note 4 for additional information on fair value of
financial instruments.

NEW ACCOUNTING STANDARDS
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 133, Accounting for Derivative
Instruments and Hedging Activities, effective for fiscal years beginning
after June 15, 2000, and is effective for interim periods in the initial
year of adoption.  SFAS No. 133 requires companies to record derivatives on
the balance sheet as assets or liabilities, measured at fair value.  It
also requires that gains or losses resulting from changes in the values of
those derivatives be reported depending on the use of the derivative and
whether it qualifies for hedge accounting.  The Company has not yet
determined the effect of the implementation of SFAS No. 133 on the results
of operation, financial position, or liquidity.  The Company plans to adopt
the provisions of SFAS No. 133 in 2001.

RECLASSIFICATION
The Company has reclassified the presentation of certain prior period
information to conform to the 1999 presentation.

(2)  ACQUISITIONS AND DIVESTITURES

On September 30, 1999, the Company sold its 100 percent ownership in
Consultec, LLC to ACS Enterprise Solutions, Inc.  Proceeds received net of
expenses were $65.7 million and the realized gain, net of tax, on the sale
was $28.4 million.

                                    14

<PAGE>
<PAGE>

General American Life Insurance Company and Subsidiaries

(3)  INVESTMENTS

Fixed Maturities and Equity Securities
The amortized cost and estimated fair value of fixed maturities and equity
securities at December 31, 1999 and 1998 are as follows (in millions):

<TABLE>
<CAPTION>
                                             1999
- ---------------------------------------------------------------------------------------------
                                                                GROSS       GROSS   ESTIMATED
                                                AMORTIZED  UNREALIZED  UNREALIZED        FAIR
                                                     COST       GAINS      LOSSES       VALUE
                                                ---------  ----------  ----------   ---------
<S>                                              <C>            <C>        <C>        <C>
Available-for-sale:
   U. S. Treasury securities                     $   88.6         0.2        (4.8)       84.0
   Government agency
      obligations                                   686.8        55.3       (54.8)      687.3
   Corporate securities                           4,298.6       104.6      (318.2)    4,085.0
   Mortgage-backed securities                       970.3         1.2      (106.7)      864.8
   Asset-backed securities                        1,441.5         1.0      (337.5)    1,105.0
                                                 --------       -----      ------     -------
Total fixed maturities
   available-for-sale                            $7,485.8       162.3      (822.0)    6,826.1
                                                 ========       =====      ======     =======

Equity securities                                $   42.7         9.5        (2.9)       49.3
                                                 ========       =====      ======     =======

<CAPTION>
                                             1998
- ---------------------------------------------------------------------------------------------
                                                                GROSS       GROSS   ESTIMATED
                                                AMORTIZED  UNREALIZED  UNREALIZED        FAIR
                                                     COST       GAINS      LOSSES       VALUE
                                                ---------  ----------  ----------   ---------
<S>                                             <C>             <C>        <C>       <C>
Available-for-sale:
   U. S. Treasury securities                    $    20.7         0.4          --        21.1
   Government agency
      obligations                                 1,151.5       122.5       (11.2)    1,262.8
   Corporate securities                           6,889.9       380.1      (164.1)    7,105.9
   Mortgage-backed securities                     1,812.4        34.0       (38.5)    1,807.9
   Asset-backed securities                          861.7        13.1        (4.2)      870.6
                                                ---------       -----      ------    --------

Total fixed maturities
   available-for-sale                           $10,736.2       550.1      (218.0)   11,068.3
                                                =========       =====      ======    ========

Equity securities                               $    39.1         9.5          --        48.6
                                                =========       =====      ======    ========
</TABLE>

The Company manages its credit risk associated with fixed maturities by
diversifying its portfolio.  At December 31, 1999, the Company held no
corporate debt securities or foreign government debt securities of a
single issuer, which had a carrying value in excess of ten percent of
stockholder equity.

                                    15

<PAGE>
<PAGE>

General American Life Insurance Company and Subsidiaries

The amortized cost and estimated fair value of fixed maturity
investments at December 31, 1999 are shown by contractual maturity for
all securities except, U.S. Government agencies mortgage-backed
securities which are distributed by maturity year based on the Company's
estimate of the rate of future prepayments of principal over the
remaining lives of the securities (in millions).  These estimates are
developed using prepayment speeds provided in broker consensus data.
Such estimates are derived from prepayment speed experience at the
interest rate levels projected for the applicable underlying collateral
and can be expected to vary from actual experience.  Expected maturities
may differ from contractual maturities because borrowers may have the
right to call or prepay obligations with or without call or prepayment
penalties.

                                                            ESTIMATED
                                                AMORTIZED        FAIR
                                                     COST       VALUE
                                                ---------   ---------

Due in one year or less                          $  147.8       149.0
Due after one year through five years             1,122.9     1,086.1
Due after five years through ten years            1,641.7     1,482.9
Due after ten years through twenty years          3,603.1     3,243.3
Mortgage-backed securities                          970.3       864.8
                                                 --------     -------

Total                                            $7,485.8     6,826.1
                                                 ========     =======

The sources of net investment income follow (in millions):

                                         1999        1998        1997
                                     --------     -------       -----

Fixed maturities                     $  749.6       744.3       561.7
Mortgage loans                          175.4       188.8       194.5
Real estate                              25.0        25.7        34.1
Equity securities                         2.0         1.2         1.3
Policy loans                            144.9       152.2       148.3
Short-term investments                   46.5        22.4        16.6
Other                                    33.0        18.9        14.0
                                     --------     -------       -----

Investment revenue                    1,176.4     1,153.5       970.5
Investment expenses                     (19.2)      (17.7)      (25.0)
                                     --------     -------       -----

Net investment income                $1,157.2     1,135.8       945.5
                                     ========     =======       =====

                                  16

<PAGE>
<PAGE>

General American Life Insurance Company and Subsidiaries

Net realized gains (losses) from sales of investments consist of the
following (in millions):

                                         1999        1998        1997
                                      -------       -----       -----
Fixed maturities:
   Realized gains                     $  70.4        19.0        24.0
   Realized losses                     (330.8)      (14.0)      (16.8)
Equity securities:
   Realized gains                        48.2         2.0         1.8
   Realized losses                       (0.4)       (0.2)       (1.5)
Other investments, net                   12.0         6.9        21.0
                                      -------       -----       -----

Net realized investment gains         $(200.6)       13.7        28.5
                                      =======       =====       =====

Included in net realized losses are permanent write-downs of
approximately $67.6 million and $5.5 million during 1999 and 1998,
respectively.

A summary of the components of the net unrealized appreciation
(depreciation) on invested assets carried at fair value is as follows
(in millions):


                                                        1999        1998
                                                     -------      ------
Unrealized (depreciation) appreciation:
   Fixed maturities available-for-sale               $(659.7)      332.1
   Equity securities                                     6.6         9.5
   Derivatives                                         (33.8)       (5.3)
Effect of unrealized appreciation (depreciation) on:
   Deferred policy acquisition costs                   186.0      (155.7)
   Present value of future profits                      14.6        (0.5)
Deferred income taxes                                  169.7       (69.1)
Other                                                    1.5        (2.9)
Minority interest, net of taxes                         69.4       (19.6)
                                                     -------      ------

Net unrealized (depreciation) appreciation           $(245.7)       88.5
                                                     =======      ======

The Company has securities on deposit with various state insurance
departments and regulatory authorities with an amortized cost of
approximately $881.8 million and $545.7 million at December 31, 1999 and
1998, respectively.

The Company's credit review procedures are designed to promote timely
identification of investments that require a higher-than-normal degree
of scrutiny.  Each quarter a review is performed of impaired assets.
Factors considered in the evaluation include the collateral values,
credit quality of the issuer, amount of the exposure, our ability to
reduce exposure in situations of deteriorating credit worthiness, and
loss probabilities.  Once a charge-off is taken, income is no longer
accrued, all cash is applied to principal.  The Company's total impaired
assets amount to $31.8 million and $35.6 million at December 31, 1999
and 1998, respectively.

                                   17


<PAGE>
<PAGE>

General American Life Insurance Company and Subsidiaries

MORTGAGE LOANS
The Company originates mortgage loans on income-producing properties,
such as apartments, retail and office buildings, light warehouses, and
light industrial facilities.  Loan to value ratios at the time of loan
approval are 75 percent or less.  The Company minimizes risk through a
thorough credit approval process and through geographic and property
type diversification.

During 1999, the Company entered into an agreement whereby approximately
$625.6 million of mortgage loans were sold by the Company for
securitization and resale by a financial institution as mortgage pass-
through certificates.  The sale of these mortgage loans resulted in a
net gain of approximately $0.6 million.  These amounts are reflected
within net investment income in the consolidated statement of
operations.

The Company's mortgage loans were distributed as follows (in millions):

<TABLE>
<CAPTION>
                                                     1999                                1998
                                     --------------------                --------------------
                                                  PERCENT                             PERCENT
                                     CARRYING          OF                CARRYING          OF
                                        VALUE       TOTAL                   VALUE       TOTAL
                                     --------------------                --------------------
<S>                                  <C>            <C>                  <C>            <C>
Arizona                              $  125.6         7.4%               $  167.6         7.1%
California                              298.0        17.4                   395.3        16.6
Colorado                                150.5         8.8                   228.1         9.6
Florida                                 134.0         7.9                   171.6         7.2
Georgia                                 137.6         8.1                   176.1         7.4
Illinois                                 91.9         5.4                   162.2         6.8
Maryland                                 78.2         4.6                   102.9         4.3
Missouri                                 98.1         5.7                    93.5         3.9
Texas                                   157.8         9.2                   197.4         8.3
Washington                               69.1         4.0                    99.6         4.2
Other                                   367.2        21.5                   581.7        24.6
                                     --------------------                --------------------

Subtotal                              1,708.0       100.0%                2,376.0       100.0%
                                                    =====                               =====
Valuation reserve                       (29.1)                              (38.5)
                                     --------                            --------

Total                                $1,678.9                            $2,337.5
                                     ========                            ========

<CAPTION>
                                                     1999                                1998
                                     --------------------                --------------------
                                                  PERCENT                             PERCENT
                                     CARRYING          OF                CARRYING          OF
                                        VALUE       TOTAL                   VALUE       TOTAL
                                     --------------------                --------------------
<S>                                  <C>            <C>                  <C>            <C>
Property type:
   Apartment                         $  143.0         8.4%               $   77.1         3.2%
   Retail                               490.8        28.7                   872.2        36.7
   Office building                      604.6        35.4                   747.8        31.5
   Industrial                           391.6        22.9                   422.6        17.8
   Other commercial                      78.0         4.6                   256.3        10.8
                                     --------------------                --------------------

Subtotal                              1,708.0       100.0%                2,376.0       100.0%
                                                    =====                               =====
Valuation reserve                       (29.1)                              (38.5)
                                     --------                            --------

Total                                $1,678.9                            $2,337.5
                                     ========                            ========
</TABLE>


                                    18

<PAGE>
<PAGE>

General American Life Insurance Company and Subsidiaries

An impaired loan is measured at the present value of expected future
cash flows or, alternatively, the observable market price or the fair
value of the collateral.

Mortgage loans which have been non-income producing for the preceding
twelve months were $6.5 million and $20.1 million at December 31, 1999
and 1998, respectively.  At December 31, 1999 and 1998, the recorded
investment in mortgage loans that were considered impaired was $48.8
million and $100.7 million, respectively, with related allowances for
credit losses of $4.0 million and $12.6 million, respectively.  The
average recorded investment in impaired loans during 1999 and 1998 was
$74.8 million and $110.2 million, respectively.

For the years ended December 31, 1999, 1998, and 1997, the Company
recognized $3.6 million, $6.8 million, and $9.7 million, respectively,
of interest income on those impaired loans, which included $3.6 million,
$7.0 million, and $9.9 million, respectively, of interest income
recognized using the cash basis method of income recognition.

As of December 31, 1999, the Company has outstanding fixed rate
Commercial mortgage loan commitments totaling $68.9 million with a
market value of $67.0 million at rates ranging from 7.125% to 8.50%, and
total variable rate commitments totaling $143.3 million with a market
value of $140.9 million.

SECURITIES LENDING
The Company participates in a securities lending program.  In the
Company's agreements, collateral is held on certain fixed maturity
securities loaned to other institutions through a lending agreement.
The minimum collateral on securities loaned is 102% of the market value
of the loaned securities, marked to market daily.  The Company retains
full ownership of the loaned securities and is indemnified by the
lending agent in the event a borrower becomes insolvent or fails to
return the securities.  The amount on loan at December 31, 1999 and 1998
was $60.3 million and $122.5 million, respectively, and was
appropriately collateralized.

DERIVATIVES
The Company has a variety of reasons to use derivative instruments, such
as to attempt to protect the Company against possible changes in the
market value of its portfolio as a result of interest rate changes and
to manage the portfolio's effective yield, maturity, and duration.  The
Company does not invest in derivatives for speculative purposes.  Upon
disposition, a realized gain or loss is recognized accordingly, except
when exercising an option contract or taking delivery of a security
underlying a futures contract.  In these instances, the recognition of
gain or loss is postponed until the disposal of the security underlying
the option of futures contract.

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

INTEREST RATE SWAPS: The Company manages interest rate risk on certain
contracts, primarily through the utilization of interest rate swaps.
Under interest rate swaps, the Company agrees with counterparties to
exchange, at specified intervals, the payments between floating and
fixed-rate interest amounts calculated by reference to notional amounts.
Net interest payments are recognized within net investment income in the
consolidated statements of operations.

At December 31, 1999, the Company had 19 outstanding interest rate swap
agreements which expire at various dates through 2024.  Under 18 of the
agreements, the Company receives a fixed rate ranging from 6.065 percent
to 6.842 percent on a notional amount of $1.5 billion and pays a
floating rate based on London Interbank Offered Rate (LIBOR).  Under the
remaining outstanding interest rate swap agreement, the Company receives
a floating rate based on LIBOR on a notional amount of $2 million and
pays a fixed rate of 6.495 percent.  The estimated fair value of the
agreements at December 31, 1999 was a net loss of approximately $33.8
million, which is recognized in accumulated other comprehensive income.

                                  19

<PAGE>
<PAGE>

General American Life Insurance Company and Subsidiaries

At December 31, 1998, the Company had 35 outstanding interest rate swap
agreements which expire at various dates through 2025. Under 19
outstanding interest rate swap agreements, the Company receives a
floating rate based on LIBOR on a notional amount of $116.0 million and
pays a fixed rate ranging from 3.13 percent to 8.56 percent.  Under 15
of the agreements, the Company receives a fixed rate ranging from 5.79
percent to 7.57 percent on a notional amount of $80.5 million and pays a
floating rate based on LIBOR. On the remaining swap agreement, the
Company receives a floating rate based on LIBOR on a notional amount of
$5 million and pays a floating rate based on LIBOR.  The estimated fair
value of the agreements at December 31, 1998 was a net loss of
approximately $4.7 million, which is recognized in accumulated other
comprehensive income.

CURRENCY, SWAPS AND CROSS CURRENCY SWAPS: Under foreign currency swaps,
the Company agrees with other parties to exchange at specified
intervals, the difference between two currencies on an exchange rate
basis the interest amounts calculated by reference to an agreed notional
principal amount. Under cross currency swaps, the Company swaps the
difference between two currencies and between floating and fixed-rate
interest amounts calculated by reference to notional amounts. The
Company uses this technique for foreign denominated assets to match
dollar denominated liabilities of various fixed income products. Net
interest payments are recognized within net investment income in the
consolidated statements of operations.

At December 31, 1999, the Company held no currency or cross currency
swaps.  At December 31, 1998 the Company had one outstanding currency
swap agreement and five outstanding cross currency swaps which expire at
various dates through 2016. The notional amount was $34.2 million.  The
1998 estimated fair value of the agreements was a net loss of $5.5
million and is recognized in accumulated other comprehensive income.

TOTAL RETURN SWAP: The Company uses the total return swap to construct a
structured product that resembles an equity linked note.  The total
return swap is used to obtain equity participation. The Company agrees
with other parties to pay at specified intervals, floating-rate interest
amounts calculated by reference to an agreed notional principal amount.
In return the Company receives equity participation, which is calculated
by reference to an agreed equity market index and a notional principal
amount. If the amount is positive at the termination date, the Company
receives such amount. If the amount is negative at the termination date,
the Company pays out such amount to the counterparty.

At December 31, 1999, the Company held no total return swap agreements.
At December 31, 1998, the Company had one outstanding total return swap,
which expires in 2028. The notional amount was $14.0 million and the
estimated fair value of the agreement was a net profit of $1.9 million,
which is recognized in accumulated other comprehensive income.

FUTURES:  A futures contract is an agreement involving the delivery of a
particular asset on a specified future date at an agreed upon price.
The Company generally invests in futures on U.S. Treasury Bonds, U.S.
Treasury Notes, and the S&P 500 Index and typically closes the contract
prior to the delivery date. These contracts are generally used to manage
the portfolio's effective maturity and duration.

At December 31, 1999, the Company held no futures contracts.  At
December 31, 1998, futures contracts outstanding were as follows (in
millions):


               Net Sold     Notional     Fair      Unrealized
               Position      Amount      Value        Gain
               --------     --------     -----     -----------
                 (0.3)       $33.1       $32.9        $0.2

The 1998 unrealized gain was recognized in accumulated other
comprehensive income.

                                   20

<PAGE>
<PAGE>

General American Life Insurance Company and Subsidiaries

The Company is exposed to credit related risk in the event of
nonperformance by counterparties to financial instruments but does not
expect any counterparties to fail to meet their obligations. Where
appropriate, master netting agreements are arranged and collateral is
obtained in the form of rights to securities to lower the Company's
exposure to credit risk. It is the Company's policy to deal only with
highly rated companies. At December 31, 1999 and 1998, there were not
any significant concentrations with counterparties.

(4)  FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair value of a financial instrument is the amount at which the
instrument could be exchanged in a current transaction between willing
parties. The following table presents the carrying amounts and estimated
fair values of the Company's financial instruments at December 31, 1999
and 1998 (in millions).  Refer to Note 3 for the estimated fair values
of the Company's derivative instruments.

<TABLE>
<CAPTION>
                                                        1999                             1998
                                        --------------------             --------------------
                                                   ESTIMATED                        ESTIMATED
                                        CARRYING        FAIR             CARRYING        FAIR
                                           VALUE       VALUE                VALUE       VALUE
                                        --------------------             --------------------
<S>                                     <C>          <C>                 <C>         <C>
Assets:
   Fixed maturities                     $6,826.1     6,826.1             11,068.3    11,068.3
   Mortgage loans                        1,678.9     1,691.7              2,337.5     2,472.5
   Policy loans                          2,243.9     2,243.9              2,151.0     2,151.0
   Short-term investments                  292.4       292.4                195.3       195.3
   Other invested assets                   898.8       898.8                457.6       457.6
   Separate account assets               6,915.6     6,915.6              5,214.8     5,214.8
Liabilities:
   Policyholder account balances
      relating to investment
      Contracts                         $5,179.4     5,279.8              5,044.8     4,929.7
   Pension funds and other
      interest sensitive liabilities       556.8       551.2              7,581.3     7,592.0
   Long-term debt and
      notes payable                        216.6       209.8                221.9       216.6
   Separate account liabilities          6,892.0     6,892.0              5,194.9     5,194.9
                                        ========     =======             ========    ========
</TABLE>

(5)  REINSURANCE

The Company is a reinsurer to the life and health industry. The effect
of reinsurance on premiums and other considerations is as follows
(in millions):

<TABLE>
<CAPTION>
                                                           1999           1998           1997
                                                       --------        -------        -------
<S>                                                    <C>             <C>            <C>
Direct                                                 $1,139.5        1,210.8        1,159.1
Assumed                                                 1,667.7        1,422.3          996.9
Ceded                                                    (416.4)        (431.5)        (348.9)
                                                       --------        -------        -------

Net insurance premiums and other
   considerations                                      $2,390.8        2,201.6        1,807.1
                                                       ========        =======        =======
</TABLE>

                                   21


<PAGE>
<PAGE>

General American Life Insurance Company and Subsidiaries

(6)  FEDERAL INCOME TAXES
Income tax (benefit) expense attributable to income from operations
consists of the following (in millions):

<TABLE>
<CAPTION>

                                                          1999            1998           1997
                                                        ------            ----           ----
<S>                                                     <C>               <C>            <C>
Current income tax (benefit) expense                    $(23.6)           35.2           65.8
Deferred income tax (benefit) expense                    (40.7)           18.4           (0.1)
                                                        ------            ----           ----

Provision for income taxes                              $(64.3)           53.6           65.7
                                                        ======            ====           ====
</TABLE>

Income tax (benefit) expense attributable to income from operations
differed from the amounts computed by applying the U.S. federal
income tax rate of 35 percent to pre-tax income as a result of
the following (in millions):

<TABLE>
<CAPTION>
                                                           1999           1998           1997
                                                         ------          -----           ----
<C>                                                     <C>              <C>             <C>
Computed "expected" tax (benefit) expense                $(67.4)          70.0           64.8
Increase (decrease) in income tax resulting
   from:
      Surplus (benefit) tax on mutual life
         insurance companies                                -             (7.5)           5.3
      Foreign tax rate in excess of U.S. tax
         rate                                               1.0            0.8            0.6
      Tax preferred investment income                     (11.4)         (10.9)          (6.6)
      State tax net of federal benefit                      1.7            1.6            0.8
      Corporate owned life insurance                       (3.3)          (3.6)           -
      Foreign tax credit                                    -             (1.3)          (0.6)
      Goodwill amortization                                 1.9            1.5            1.0
      Difference in book vs. tax basis in
         domestic subsidiaries                              1.6            2.8            2.2
      Valuation allowance for loss
         carryforwards                                      5.7            -              -
      Capitalized acquisition costs                         2.4            -              -
      Other, net                                            3.5            0.2           (1.8)
                                                         ------           ----           ----

Provision for income taxes                               $(64.3)          53.6           65.7
                                                         ======           ====           ====
</TABLE>

Total income taxes were allocated as follows:

<TABLE>
<CAPTION>
                                                           1999           1998           1997
                                                        -------          -----          -----
<S>                                                     <C>              <C>            <C>
Provision for income taxes                              $ (64.3)          53.6           65.7
Income tax from stockholder equity:
   Unrealized investment (loss) gain
      recognized for financial reporting
      purposes                                           (237.0)         (22.6)          55.9
   Foreign currency translation                             7.8           (9.4)         (12.1)
   Other                                                   (2.4)          (1.4)          (0.5)
                                                        -------          -----          -----

Provision for income taxes                              $(295.9)          20.2          109.0
                                                        =======          =====          =====
</TABLE>

                                   22
  
<PAGE>
<PAGE>

General American Life Insurance Company and Subsidiaries

The tax effects of temporary differences that give rise to significant
portions of deferred tax assets and liabilities at December 31, 1999
and 1998 are presented below (in millions):

<TABLE>
<CAPTION>
                                                                          1999           1998
                                                                        ------          -----
<S>                                                                     <C>             <C>
Deferred tax assets:
   Reserve for future policy benefits                                   $158.9           90.9
   Deferred acquisition costs capitalized for tax                        147.4          128.8
   Employee benefits                                                      41.5           28.2
   Investments                                                            46.2            -
   Net operating and capital loss                                         57.2           46.8
   Unrealized loss on investments                                        163.9            -
   Other, net                                                             95.5           98.5
                                                                        ------          -----

Gross deferred tax assets                                                710.6          393.2
   Less valuation allowance                                                7.2            1.5
                                                                        ------          -----

Total deferred tax assets after valuation allowance                     $703.4          391.7
                                                                        ======          =====

<CAPTION>
                                                                          1999           1998
                                                                       -------          -----
<S>                                                                    <C>              <C>
Deferred tax liabilities:
   Unrealized gain on investments                                      $   -             79.1
   Deferred acquisition costs capitalized for financial
      reporting                                                          385.0          274.5
   Investments                                                             -              3.7
   Other, net                                                            120.8          109.8
                                                                       -------          -----

Total deferred tax liabilities                                           505.8          467.1
                                                                       -------          -----

Total deferred tax (asset) liability                                   $(197.6)          75.4
                                                                       =======          =====
</TABLE>

The Company has not recognized a deferred tax liability for the
undistributed earnings of its wholly owned domestic and foreign
subsidiaries because the Company currently does not expect those
unremitted earnings to become taxable to the Company in the foreseeable
future.  In addition, the Company has not recognized a deferred tax
liability of approximately $106 million for the excess of financial
statement carrying amount over the tax basis of its less-than-80-percent
owned domestic subsidiaries.  This is because the unremitted earnings of
foreign subsidiaries will not be repatriated in the foreseeable future,
or because the excess of the financial statement carrying amount over
the tax basis of its less-that-80 percent owned domestic subsidiaries
will not become taxable as the tax law provides a means by which the
reported amount of that investment can be recovered tax-free and the
Company expects that it will ultimately use that means.

The Company believes that it is more likely than not that the deferred
tax assets established will be realized except for the amount of the
valuation allowance.  As of December 31, 1999 and 1998, the Company has
provided for a 100 percent valuation allowance against the deferred tax
asset related to the net operating losses of the Company's foreign
subsidiaries including RGA's Australian, Argentine, South African and UK
subsidiaries and NaviSys' Mexican subsidiary.  At December 31, 1999, the
Company's subsidiaries had capital loss carryforwards of $89.4 million,
and net operating loss carryforwards of $146.7 million.  The capital and
net operating losses are expected to be utilized during the period
allowed for carryforwards.

                                  23

<PAGE>
<PAGE>

General American Life Insurance Company and Subsidiaries

The Company has been audited by the Internal Revenue Service for the
years through and including 1994.  The Company is currently being
audited for the years 1995 and 1996.  The Company believes that any
adjustments that might be required for open years will not have a
material effect on the Company's consolidated financial statements.
During 1999, 1998, and 1997 the Company paid income taxes totaling
approximately $77.0 million, $59.6 million, and $70.8 million,
respectively.

(7)  DEFERRED POLICY ACQUISITION COSTS

A summary of the policy acquisition costs deferred and amortized is as
follows (in millions):

<TABLE>
<CAPTION>
                                                           1999           1998           1997
                                                       --------         ------         ------
<S>                                                    <C>              <C>            <C>
Balance at beginning of year                           $  773.8          695.3          652.3
Transfer of present value of future profits                --             --             19.3
Prior year adjustment due to change in
   reserving methods                                       --             (0.2)          --
Policy acquisition costs deferred                         324.6          332.9          267.0
Policy acquisition cost amortized                        (214.4)        (280.0)        (211.9)
Interest credited                                          60.4           39.3           40.8
Deferred policy acquisition costs relating to
   change in unrealized (gain) loss on
   investments available-for-sale                         341.7          (13.5)         (72.2)
                                                       --------         ------         ------

Balance at end of year                                 $1,286.1          773.8          695.3
                                                       ========         ======         ======
</TABLE>

(8)  ASSOCIATE BENEFIT PLANS AND POSTRETIREMENT BENEFITS

The Company has a defined benefit plan covering substantially all
associates. The benefits are based on years of service and each
associate's compensation level. The Company's funding policy is to
contribute annually the maximum amount deductible for federal income tax
purposes. Contributions provide for benefits attributed to service to
date and for those expected to be earned in the future.

Associates of the Company also are offered several non-qualified,
defined benefit, and defined contribution plans for directors and
management associates. The plans are unfunded and are deductible for
federal income tax purposes when the benefits are paid.  Effective April
30, 1999, the liabilities that relate to these plans are managed at
GenAmerica Management Corporation, a subsidiary of GenAmerica.  The
Company recognized expense of $12.9 million, $8.2 million, and $7.7
million for the years ended December 31, 1999, 1998, and 1997,
respectively, related to these plans.

In addition to pension benefits, the Company provides certain health
care and life insurance benefits for retired employees. Substantially
all employees may become eligible for these benefits if they reach
retirement age while working for the Company. Alternatively, retirees
may elect certain prepaid health care benefit plans.

The Company uses the accrual method to account for the costs of its
retiree plans and amortizes its transition obligation for retirees and
fully eligible or vested employees over 20 years. The unamortized
transition obligation was $13.4 million and $14.4 million at December
31, 1999 and 1998, respectively.

                                  24

<PAGE>
<PAGE>

General American Life Insurance Company and Subsidiaries

The Board of Directors has adopted an associate incentive plan
applicable to full-time salaried associates with at least one year of
service. Contributions to the plan are determined annually by the Board
of Directors and are based upon salaries of eligible associates. Full
vesting occurs after five years of continuous service. The Company's
contribution to the plan was $4.3 million, $10.4 million, and $10.4
million for 1999, 1998, and 1997 respectively.

At December 31, 1999, plan assets were invested 79.2% in the S&P Stock
Fund, 6.9% in the Small-Cap Stock Fund, 9.1% in the Separately Managed
Account Fund, and 4.8% in the Long-Term Bond Fund.  At December 31, 1998
plan assets were invested 70.1% in the S&P 500 Stock Fund, 7.4% in the
Small-Cap Stock Fund, 17.3% in the Separately Managed Account Fund, and
5.2% in the Long-Term Bond Fund.  These assets are invested in General
American separate accounts and held in a trust by an unrelated third
party administrator.

The following tables summarize the Company's associate benefit plans and
postretirement benefits (in millions):

<TABLE>
<CAPTION>
                                                    Pension Benefits         Other Benefits
                                                   ------------------       -----------------
                                                     1999        1998        1999        1998
                                                   ------       -----       -----        ----
<S>                                                <C>          <C>         <C>          <C>
Change in benefit obligation:
   Benefit obligation at beginning of year         $149.1       129.8       $45.7        37.7
   Service cost                                       6.5         5.8         1.7         1.7
   Interest cost                                     10.3         9.2         2.8         2.9
   Participant contributions                         --          --           0.2         0.2
   Plan amendments                                    0.3        (0.4)       --          (1.3)
   Curtailments                                       2.4        --          --          --
   Special termination benefits                       1.2        --          --          --
   Benefits paid                                     (8.0)       (6.6)       (1.9)       (1.4)
   Actuarial (gain) loss                             (1.9)       11.3        (7.8)        5.9
                                                   ------       -----       -----        ----

Benefit obligation at end of year                   159.9       149.1        40.7        45.7
                                                   ------       -----       -----        ----

Change in plan assets:
   Fair value of plan assets at
      beginning of year                             174.8       150.5        --          --
   Actual return on plan assets                      10.5        29.2        --          --
   Employer contributions                             2.1         1.7         1.7         1.2
   Associates contributions                          --          --           0.2         0.2
   Benefits paid                                     (8.0)       (6.6)       (1.9)       (1.4)
                                                   ------       -----       -----        ----

Fair value of plan assets at end of year           $179.4       174.8       $--          --
                                                   ======       =====       =====        ====
</TABLE>

                                   25



<PAGE>
<PAGE>

General American Life Insurance Company and Subsidiaries

<TABLE>
<CAPTION>
                                                     Pension Benefits                             Other Benefits
                                            1999           1998           1997           1999           1998           1997
                                          ------          -----          -----         ------          -----          -----
<S>                                       <C>             <C>            <C>           <C>             <C>            <C>
Reconciliation of funded status:
   Funded status                          $ 19.4           25.7           20.7         $(40.7)         (45.7)         (37.7)
   Unrecognized actuarial gain             (12.3)         (14.5)          (8.2)          (9.6)          (1.9)          (7.8)
   Unrecognized transition
      obligation                             0.2            0.3            1.1           13.4           14.4           16.8
   Unrecognized prior service
      cost                                  (0.3)          (0.8)          (2.2)          --             --             --
                                          ------          -----          -----         ------          -----          -----
Net amount recognized at end
   of year                                   7.0           10.7           11.4          (36.9)         (33.2)         (28.7)
                                          ------          -----          -----         ------          -----          -----
Amounts recognized in the
   statement of financial
   position consist of:
      Prepaid benefit cost                  40.6           37.9           35.9           --             --             --
      Accrued benefit liability            (38.2)         (32.2)         (28.2)         (36.9)         (33.2)         (28.7)
      Intangible asset                       0.1            0.9            0.9           --             --             --
      Accumulated other
         comprehensive loss                  4.5            4.1            2.8           --             --             --
                                          ------          -----          -----         ------          -----          -----
Net amount recognized at end
   of year                                $  7.0           10.7           11.4         $(36.9)         (33.2)         (28.7)
                                          ======          =====          =====         ======          =====          =====
Other comprehensive loss
   (income) attributable to
   change in additional
   minimum liability
   recognition                            $  0.3            1.3           (0.5)        $ --             --             --
                                          ======          =====          =====         ======          =====          =====
</TABLE>

                                  26



<PAGE>
<PAGE>

General American Life Insurance Company and Subsidiaries

<TABLE>
<CAPTION>
                                                     Pension Benefits                              Other Benefits
                                            1999           1998           1997           1999           1998           1997
                                          ------          -----          -----           ----           ----           ----
<S>                                       <C>             <C>            <C>             <C>            <C>            <C>
Additional year-end
   information for plans with
   benefit obligations in
   excess of plan assets:
      Benefit obligation                    47.6           36.6           32.2           40.7           45.7           37.7

Additional year-end
   information for pension
   plans with accumulated
   benefit obligations in
   excess of plan assets:
      Projected benefit
         obligation                         40.5           36.6           32.2           --             --             --
      Accumulated benefit
         obligation                         37.8           32.1           28.0           --             --             --
      Fair value of plan assets              0.1            0.1           --             --             --             --
                                          ======          =====          =====           ====           ====           ====

Components of net periodic
   benefit cost:
      Service cost                           6.5            5.8            5.9            1.7            1.7            1.7
      Interest cost                         10.3            9.2            8.6            2.8            2.9            2.5
      Expected return on plan
         assets                            (15.3)         (13.2)         (11.1)          --             --             --
      Amortization of prior
         service cost                       (0.1)          (0.1)           0.1           --             --             --
      Amortization of
         transitional
         obligation                          0.1            0.1            0.3            1.0            1.0            1.1
      Recognized actuarial
         loss (gain)                         0.6            0.4            0.4           (0.1)          --             (0.2)
                                          ------          -----          -----           ----           ----           ----

   Net periodic benefit cost              $  2.1            2.2            4.2            5.4            5.6            5.1
                                          ======          =====          =====           ====           ====           ====
Additional loss recognized due to:
   Curtailment                            $  2.3            0.1           --             --             --             --
   Special Termination Benefit               1.4           --             --             --             --             --
                                          ======          =====          =====           ====           ====           ====
Weighted-average assumptions as
   of December 31:
      Discount rate                         7.50%          6.75%          7.25%          7.50%          6.75%          7.25%
      Expected long-term rate of
         return on plan assets              9.00%          9.00%          9.00%          --             --             --
      Rate of compensation
         increase (qualified plan)          4.95%          4.20%          4.20%          --             --             --
                                          ======          =====          =====           ====           ====           ====
</TABLE>

                                  27



<PAGE>
<PAGE>

General American Life Insurance Company and Subsidiaries

ASSUMED HEALTH CARE COST TREND: For measurement purposes, a 7.0% annual
rate of increase in the per capita cost of covered health care benefits
was assumed for 1999. The rate assumed to decrease gradually to 5% for
2003 and remain at that level thereafter.

Assumed health care cost trend rates have a significant effect on the
amounts reported for the health care plan. A one-percentage point change
in assumed health care cost trend rates would have the following effects
(in thousands):

                                           One Percentage   One Percentage
                                           Point Increase   Point Decrease
                                           --------------   --------------
Effect on total service and interest cost
   components for 1999                          $0.9            (0.7)
Effect on end of year 1999
   postretirement benefit obligation            $5.8            (4.7)

(9)  DEBT

The Company's long-term debt and notes payable consists of the
following (in millions):

<TABLE>
<CAPTION>
                                                             Face Value at December 31,
Description                              Rate      Maturity       1999      1998
- -----------                              ----      --------       ----      ----
<S>                                      <C>     <C>             <C>        <C>
Long-term debt:
   General American surplus note         7.625%  January 2024    $107.0     107.0
   RGA senior note                       7.250%    April 2006     100.0     100.0
Notes payable:
   RGA Australia Hldgs.                  5.180%    April 2000       9.5       8.9
                                                                 ------     -----

Total long-term debt and notes payable                           $216.5     215.9
                                                                 ======     =====
</TABLE>

The difference between the face value of debt and the carrying value per
the consolidated balance sheets is unamortized discount.

General American's surplus note pays interest on January 15 and July 15
of each year. The note is not subject to redemption prior to maturity.
Payment of principal and interest on the note may be made only with the
approval of the Missouri Director of Insurance.

The RGA senior note pays interest semiannually on April 1 and October 1.
The ability of RGA to make debt principal and interest payments as well
as make dividend payments to shareholders is ultimately dependent on the
earnings and surplus of its subsidiaries and the investment earnings on
the undeployed debt proceeds. The transfer of funds from the insurance
subsidiaries to RGA is subject to applicable insurance laws and
regulations.  Principal repayments are due in April 2000 and are
expected to be renewed under the terms of the line of credit. This
agreement contained various restrictive covenants which primarily
pertain to limitations on the quality and types of investments, minimum
requirements of net worth, and minimum rating requirements.

Interest paid on debt during 1999, 1998, and 1997 amounted to $17.8
million, $17.0 million, and $20.0 million, respectively.

As of December 31, 1999, the Company was in compliance with all
covenants under its debt agreements.

                                   28

<PAGE>
<PAGE>

General American Life Insurance Company and Subsidiaries

(10)  COMPREHENSIVE INCOME

In June 1997, the Financial Accounting Standards Board issued SFAS No.
130, Reporting Comprehensive Income, effective for years beginning after
December 15, 1997. SFAS No. 130 establishes standards for reporting and
display of comprehensive income but does not affect results of
operations. Effective January 1, 1998, the Company adopted SFAS No. 130.
The components of comprehensive income, other than net income, are as
follows (in millions):

<TABLE>
<CAPTION>
                                                                                                                 1999
                                                                        ---------------------------------------------
                                                                                                   TAX           NET-
                                                                          BEFORE-TAX         (EXPENSE)         OF-TAX
                                                                              AMOUNT          BENEFIT          AMOUNT
                                                                        ---------------------------------------------
<S>                                                                       <C>                 <C>              <C>
Foreign currency translation adjustments                                  $  19.5              (6.8)             12.7
Unrealized gains (losses) on securities:
   Unrealized holding gains (losses) arising during
      period                                                               (753.1)            266.9            (486.2)
   Less: Reclassification adjustment for gains
      (losses) realized in net income                                      (233.5)             81.5            (152.0)
                                                                        ---------------------------------------------
         Net unrealized gains (losses) on securities                       (519.6)            185.4            (334.2)
Minimum benefit liability                                                    (1.0)              1.3               0.3
                                                                        ---------------------------------------------
         Total other comprehensive (loss) income                          $(501.1)            179.9            (321.2)
                                                                        =============================================

<CAPTION>
                                                                                                                 1998
                                                                        ---------------------------------------------
                                                                                                   TAX           NET-
                                                                          BEFORE-TAX         (EXPENSE)         OF-TAX
                                                                              AMOUNT          BENEFIT          AMOUNT
                                                                        ---------------------------------------------
<S>                                                                        <C>                 <C>            <C>
Foreign currency translation adjustments                                   $(20.6)              7.2            (13.4)
Unrealized gains (losses) on securities:
Unrealized holding gains (losses) arising during
      period                                                                (56.6)             19.3            (37.3)
   Less: Reclassification adjustment for gains
      (losses) realized in net income                                         4.7              (1.7)             3.0
                                                                        --------------------------------------------
         Net unrealized gains (losses) on securities                        (61.3)             21.0            (40.3)
Minimum benefit liability                                                    (0.3)             --               (0.3)
                                                                        --------------------------------------------
         Total other comprehensive (loss) income                           $(82.2)             28.2            (54.0)
                                                                        ============================================
</TABLE>
                                   29




<PAGE>
<PAGE>

General American Life Insurance Company and Subsidiaries

<TABLE>
<CAPTION>
                                                                                                                 1997
                                                                        ---------------------------------------------
                                                                                                 TAX             NET-
                                                                        BEFORE-TAX         (EXPENSE)           OF-TAX
                                                                            AMOUNT           BENEFIT           AMOUNT
                                                                        ---------------------------------------------
<S>                                                                        <C>                <C>                <C>
Foreign currency translation adjustments                                   $(14.3)             10.6              (3.7)
Unrealized gains (losses) on securities:
Unrealized holding gains (losses) arising during
      period                                                                132.3             (49.1)             83.2
   Less: Reclassification adjustment for gains
      (losses) realized in net income                                         7.4              (2.6)              4.8
                                                                        ---------------------------------------------
         Net unrealized gains (losses) on securities                        124.9             (46.5)             78.4
Minimum benefit liability                                                     0.9                --               0.9
                                                                        ---------------------------------------------
         Total other comprehensive (loss) income                           $111.5             (35.9)             75.6
                                                                        =============================================

</TABLE>

The following schedule reflects the change in net accumulated other
comprehensive (loss) income for the periods ending December 31, 1999
and 1998 (in millions):

<TABLE>
<CAPTION>
                                                                                            CURRENT
                                                                       BALANCE AS            PERIOD        BALANCE AS
                                                                      OF 12/31/98            CHANGE       OF 12/31/99
                                                                      -----------           -------       -----------
<S>                                                                   <C>                   <C>           <C>
Foreign currency adjustments                                               $(32.9)             12.7             (20.2)
Unrealized gains (losses) on securities                                      88.5            (334.2)           (245.7)
Minimum benefit liability                                                    (2.7)              0.3              (2.4)
                                                                      -----------           -------       -----------

         Total accumulated other comprehensive
            (loss) income                                                  $ 52.9            (321.2)           (268.3)
                                                                      -----------           -------       -----------
<CAPTION>
                                                                                            CURRENT
                                                                       BALANCE AS            PERIOD        BALANCE AS
                                                                      OF 12/31/97            CHANGE       OF 12/31/98
                                                                      -----------           -------       -----------
<S>                                                                   <C>                   <C>           <C>
Foreign currency adjustments                                               $(19.5)            (13.4)            (32.9)
Unrealized gains (losses) on securities                                     128.8             (40.3)             88.5
Minimum benefit liability                                                    (2.4)             (0.3)             (2.7)
                                                                      -----------           -------       -----------

         Total accumulated other comprehensive
            (loss) income                                                  $106.9             (54.0)             52.9
                                                                      ===========           =======       ===========
</TABLE>

                                  30



<PAGE>
<PAGE>

General American Life Insurance Company and Subsidiaries

(11)  REGULATORY MATTERS

The Company and its insurance subsidiaries are subject to financial
statement filing requirements in their respective state of domicile, as
well as the states in which they transact business. Such financial
statements, generally referred to as statutory financial statements, are
prepared on a basis of accounting which varies in some respects from
GAAP. Statutory accounting practices include: (1) charging of policy
acquisition costs to income as incurred; (2) establishment of a
liability for future policy benefits computed using required valuation
standards; (3) nonprovision of deferred federal income taxes resulting
from temporary differences between financial reporting and tax bases of
assets and liabilities; (4) recognition of statutory liabilities for
asset impairments and yield stabilization on fixed maturity dispositions
prior to maturity with asset valuation reserves based on statutorily
determined formulas; and (5) valuation of investments in bonds at
amortized cost.

Combined net income and policyholders' surplus of the Company and its
consolidated insurance subsidiaries, for the years ended and at December
31, 1999, 1998, and 1997, as determined in accordance with statutory
accounting practices, are as follows (in millions):


                                         1999        1998        1997
                                      -------     -------       -----
   Net (loss) income                  $(190.8)       60.8        39.7
   Policyholders' surplus               741.3     1,147.4       844.1
                                      =======     =======       =====

For the year ended December 31, 1999, General American has changed its
method for recording equity in earnings of subsidiaries on a statutory
basis to reflect such earnings as a direct charge or credit to surplus,
and not a component of investment income.

Under Risk-Based Capital (RBC) requirements, General American and its
insurance subsidiaries are required to measure their solvency against
certain parameters. As of December 31, 1999, the Company's insurance
subsidiaries exceeded the established RBC minimums. In addition, the
Company's insurance subsidiaries exceeded the minimum statutory capital
and surplus requirements of their respective states of domicile.

The Company's insurance subsidiaries are subject to limitations on the
payment of dividends to the Company.  Generally, dividends during any
year may not be paid without prior regulatory approval, in excess of the
lessor of (and with respect to life and health subsidiaries in Missouri,
in excess of the greater of): (a) ten percent of the insurance
subsidiaries' statutory surplus as of the preceding December 31 or (b)
the insurance subsidiaries' statutory gain from operations for the
preceding year.

                                  31

<PAGE>
<PAGE>

General American Life Insurance Company and Subsidiaries

(12)  PARTICIPATING POLICIES AND DIVIDENDS TO POLICYHOLDERS

Over 18.9 percent and 22.8 percent of the Company's business in force
relates to participating policies as of December 31, 1999 and 1998,
respectively. These participating policies allow the policyholders to
receive dividends based on actual interest, mortality, and expense
experience for the related policies. These dividends are distributed to
the policyholders through an annual dividend, using current dividend
scales which are approved by the Board of Directors.

(13)  CONTINGENT LIABILITIES

The Company was named as a defendant in a lawsuit that was filed in 1996
in Arizona State Court.  The lawsuit claimed benefits under a disability
policy and damages for bad faith termination of such benefits.  In
November 1998, the jury entered a verdict against the Company, awarding
the plaintiff approximately $59 million in damages, including $58
million in punitive damages. In January 1999, the Company filed a motion
for judgment notwithstanding the verdict, a motion for a new trial, and
a request for reduction of the punitive damages awarded.  The Trial
Court reduced the punitive damage award to $18 million.  The Company has
appealed the verdict and the award of the Court.

The Company was named as a defendant in a lawsuit filed in a federal
district court in Phoenix, Arizona along with Paul Revere Life Insurance
Company.  The lawsuit claimed that Paul Revere denied benefits which was
a breach of the implied duty of good faith and that both companies were
liable due to being in a joint venture relationship.  The jury found for
the plaintiff and assessed punitive damages against the company in the
sum of $10.2 million and against Paul Revere in the sum of $6.8 million.
Both companies have filed post-trial motions aimed at setting aside the
jury verdict and/or reducing the jury awards.  The Company intends to
vigorously appeal the verdict if it is allowed to stand.

The Company was named as defendant in the following purported class
action lawsuits: Chain v. General American Life Insurance Company (filed
in the U.S. District Court for the Northern District of Mississippi in
1996); Newburg Trust v. General American Life Insurance Company (filed
in the U.S. District Court for the District of Massachusetts in 1996);
and Ludwig, Sippil, DAllesandro and Cunningham v. General American Life
Insurance Company (filed in the U.S. District Court for the Southern
District of Illinois in 1997).  These lawsuits allege that the Company
engaged in deceptive sales practices in connection with the sale of
certain life insurance policies. None of these lawsuits has been
certified as a class action.  Although the claims asserted in each
lawsuit are not identical, the plaintiffs seek unspecified actual and
punitive damages under similar claims, including breach of contract,
fraud, intentional or negligent misrepresentation, breach of fiduciary
duty and unjust enrichment.  The Company filed a motion to dismiss all
of the claims in each of the lawsuits. The Court in each of these
lawsuits has dismissed certain of the plaintiffs' claims while allowing
others to proceed.  These three cases have been consolidated with one
individual case in the U.S. District Court for the Eastern District of
Missouri. The Company has negotiated a settlement agreement with counsel
for plaintiffs which resolves all matters concerning the relief for the
class.  There is, however, no agreement on the attorneys' fees or
expenses of class counsel.  This settlement is in the process of being
finalized. It will then be submitted to the Court for review and
approval along with the issue of attorneys' fees and expenses.  If the
settlement is not approved the Company intends to continue to oppose the
lawsuits vigorously.

In addition to the matters discussed above, the Company is involved in
pending and threatened litigation in the normal course of its business.
While the outcome of these matters cannot be predicted with certainty,
at the present time and based on information currently available,
management does not believe that the Company's liability arising from
pending or threatened litigation will have a material adverse affect on
the Company's financial condition or results of operations.

                                   32

<PAGE>
<PAGE>

General American Life Insurance Company and Subsidiaries

(14)  RELATED PARTY TRANSACTIONS

In 1999, GenAmerica made capital contributions to the Company of $38.0
million, $10.1 million of NaviSys Incorporated's (NaviSys) equity, and
$20.0 million of NaviSys' bonds.  The $38.0 million contribution
consisted of a promissory note from ARM, and was expensed by the Company
after it became uncollectible.

The following related party transactions occurred in the connection with
MetLife's acquisition of GenAmerica.

     The Company paid and expensed approximately $20 million to MetLife
     as consideration for MetLife's willingness to accept the funding
     agreement business of General American as described in Note 1.

     The Company paid $40 million to MetLife during 1999 which
     ultimately was returned to GAMHC at the closing on January 6,
     2000.  This transaction has been recorded as a dividend by the
     Company to GAMHC in the accompanying financial statements.

     Subsequent to December 31, 1999 an additional $40 million was paid
     to MetLife on behalf of GAMHC.

     During 1999, GenAmerica paid and expensed $12 million of
     investment advisory fees for which GAMHC and GenAmerica were
     jointly and severably liable.

RGA also has reinsurance transactions between MetLife and certain of its
subsidiaries.  Under these agreements, RGA reflected earned premiums of
approximately $108 million and $113 million in 1999 and 1998,
respectively.  The earned premiums reflect the net of business assumed
from and ceded to MetLife and its subsidiaries.  Underwriting gain
(loss) on this business was approximately $12 million and $13 million in
1999 and 1998, respectively.

(15)  SUBSEQUENT EVENTS

On January 1, 2000, the Company exited the Group Health business through
the Asset Purchase Agreement and related reinsurance arrangements with
Great-West Life & Annuity Insurance Company (Great-West).  This
agreement also includes any life business that is directly associated to
the health business.

The Company is required to reimburse Great-West for up to $10 million in
net operating losses incurred during 2000.  These amounts have been
fully accrued in the 1999 consolidated financial statements of the
Company. The Company must also compensate Great-West for certain
receivables related to this business should they be deemed uncollectible.

On January 18, 2000, MetLife proposed to acquire all of Conning's
outstanding shares of common stock not already controlled by MetLife for
$10.50 per share in cash.  MetLife acquired a beneficial interest of
approximately 61% in Conning as a result of its January 6, 2000
acquisition of GenAmerica.  Conning has received MetLife's proposal and
the Conning Board of Directors is evaluating the proposed transaction.

                                   33


<PAGE>
<PAGE>

General American Life Insurance Company and Subsidiaries

On January 24, 2000, Conning announced that it had learned of a
complaint purporting to be a shareholder class action suit that has been
filed in the Supreme Court of the State of New York, naming Conning and
MetLife as co-defendants.  The complaint follows the January 18, 2000
announcement of MetLife's proposal to acquire all of the outstanding
shares of common stock not already controlled by MetLife for $10.50 per
share in cash.  The complaint alleges that MetLife's proposal to acquire
the remaining equity interest in Conning fails to offer a fair price to
Conning's shareholders and lacks adequate procedural protections.
Additionally, the complaint alleges that as a result of MetLife's
proposal, the defendants have engaged in acts of self-dealing and
breeches of fiduciary duty in connection with the proposed transaction.
Conning was subsequently served with the complaint and believes the
plaintiff's claims are without merit.

                                   34



<PAGE>
<PAGE>

PART II

UNDERTAKING TO FILE REPORTS


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


RULE 484 UNDERTAKING

Section 351.355 of the Missouri General and Business Corporation Law, in
brief, allows a corporation to indemnify any person who is a party or is
threatened to be made a party to any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative by reason of the fact that he is or was a director,
officer, employee, or agent of the corporation, against expenses,
including attorneys' fees, judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him in connection with
such action if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation.  When any person was or is a party or is threatened to be
made a party in an action or suit by or in the right of the corporation
to procure a judgment in its favor by reason of the Fact that he is or
was a director, officer, employee, or agent of the corporation,
indemnification may be paid unless such person shall have been adjudged
to be liable for negligence or misconduct in the performance of his duty
to the corporation.  In the event of such a determination
indemnification is allowed if a court determines that the person is
fairly and reasonably entitled to indemnity.  A corporation has the
power to give any further indemnity to any person who is or was a
director, officer, employee, or agent, provided for in the articles of
incorporation or as authorized by any by-law which has been adopted by
vote of the shareholders, provided that no such indemnity shall
indemnify any person's conduct which was finally adjudged to have been
knowingly fraudulent, deliberately dishonest, or willful misconduct.

In accordance with Missouri law, General American's Board of Directors,
at its meeting on 19 November 1987, and the policyholders of General
American at the annual meeting held on 26 January 1988, adopted the
following resolutions:

"BE IT RESOLVED THAT

     1.  The company shall indemnify any person who is, or was a
     director, officer, or employee of the company, or is or was
     serving at the request of the company as a director, officer,
     employee or agent of another corporation, partnership, joint
     venture, trust or other enterprise, against any and all expenses
     (including attorneys' fees), judgments, fines, and amounts paid
     in settlement, actually and reasonably incurred by him or her in
     connection


<PAGE>
<PAGE>

     with any civil, criminal, administrative, or investigative action,
     proceeding, or claim (including an action by or in the right of
     the company), by reason of the fact that he or she was serving in
     such capacity if he or she acted in good faith and in a manner he
     or she reasonably believed to be in or not opposed to the best
     interests of the company; provided that such person's conduct is
     not finally adjudged to have been knowingly fraudulent,
     deliberately dishonest, or willful misconduct.

     2.  The indemnification provided herein shall not be deemed
     exclusive of any other rights to which a director, officer, or
     employee may be entitled under any agreement, vote of
     policyholders or disinterested directors, or otherwise, both as to
     action in his or her official capacity and as to action in another
     capacity which holding such office, and shall continue as to a
     person who has ceased to be a director, officer, or employee and
     shall inure to the benefit of the heirs, executors and
     administrators of such a person."

Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the Registrant 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 Registrant of expenses incurred or paid
by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit, or proceeding) is asserted by
such director, officer, or controlling person in connection with the
securities being registered, the Registrant 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.


REPRESENTATIONS PURSUANT TO SECTION 26(E)

General American Life Insurance Company hereby represents that the fees
and charges deducted under the Policies described in the prospectus are,
in the aggregate, reasonable in relation to the services rendered, the
expenses expected, and the risks assumed by General American Life
Insurance Company.





<PAGE>
<PAGE>

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following Papers and
Documents:

     The facing sheet.

     The Prospectus, consisting of 214 pages.
     The undertaking to file reports required by Section 15(d) of the
     1934 Act.
     The undertaking pursuant to Rule 484 of the 1933 Act.
     Representations pursuant to Section 26(e) of the 1940 Act.

     The signatures.

1.   The following exhibits (which correspond in number to the numbers
     under paragraph A of the instructions for exhibits to Form N-8B-2):


     (1)  Resolution of the Board of Directors of General American
          authorizing establishment of the Separate Account<F2>

     (2)  Not Applicable
     (3)  (a)  Principal Underwriting Agreement<F2>
          (b)  Proposed form of Selling Agreement<F2>

          (c)  Commission Schedule<F2>

     (4)  Not Applicable

     (5)  (a)  Form of Standard Policy and Policy Riders<F2>
          (b)  Form of Pension Policy and Policy Riders<F2>
     (6)  (a)  Amended Charter and Articles of Incorporation of
               General American<F1>
          (b)  Amended By-Laws of General American<F1>

     (7)  Not Applicable
     (8)  (a)  Form of Agreement to Purchase Shares of General
               American Capital Company<F2>

          (b)  Participation Agreement with Variable Insurance
               Products Fund<F4>
          (c)  Form of Participation Agreement with Van Eck
               Investment Trust<F3>
          (d)  General American's Undertaking pursuant to Rule 27d-2
               is included as part of the Principal Underwriting
               Agreement(see Exhibit 1.(3)(a))
          (e)  Form of Notice of Right of Cancellation and Refund<F3>
          (f)  Participation Agreement with Variable Insurance
               Products Fund II<F4>
          (g)  Participation Agreement with SEI Insurance Products
               Trust<F4>

     (9)  Not Applicable
     (10) (a)  Form of Application for Standard Policy<F2>
          (b)  Form of Application for Pension Policy<F2>

          (c)  Form of Application for Simplified Issue<F2>

2.   Memorandum describing General American's issuance, transfer, and
     redemption procedures for the Policies and General American's
     procedure for conversion to a fixed benefit policy<F2>
3.   The following exhibits are numbered to correspond to the numbers
     in the instructions as to exhibits for Form S-6
     (1)  See above



<PAGE>
<PAGE>


     (2)  Opinion of Christopher A. Martin, Counsel of General
          American<F2>

     (3)  No financial statements are omitted from the Prospectus
          pursuant to prospectus instructions 1(b) or (c)

3.   Not Applicable
4.   Not applicable


Footnotes:

[FN]
<F1> Incorporated by reference to the initial filing of Registration
     Statement 333-53673 (JSVUL 98), May 27, 1998.
<F2> Filed herewith
<F3> Incorporated by reference to Post-Effective Amendment No. 7 to the
     Registration Statement, File No. 33-84104 (VUL 100), April 28, 2000.
<F4> Incorporated by reference to Post-Effective Amendment No. 3 to the
     Registration Statement, File No. 333-53477 (VUL 98), April 28, 2000.





<PAGE>
<PAGE>

                             SIGNATURES


Pursuant to the requirements of the Securities Act of 1933, General
American Life Insurance Company and General American Separate Account
Eleven represent that this Post-Effective Amendment meets all the
requirements for effectiveness under Rule 485(b) of that Act and have
duly caused this Registration Statement to be signed on their behalf by
the undersigned thereunto duly authorized, and the seal of General
American Life Insurance Company to be hereunto affixed and attested, all
in the City of St. Louis, State of Missouri, on the 28th day of April,
2000.

                              GENERAL AMERICAN SEPARATE
                              ACCOUNT ELEVEN (Registrant)
(Seal)
                              BY:   GENERAL AMERICAN LIFE
                                    INSURANCE COMPANY (for Registrant
                                    and as Depositor)



Attest: /s/ Robert J. Banstetter, Sr.     By: /s/ Kevin C. Eichner
       -------------------------------       --------------------------
        Robert J. Banstetter, Sr.             Kevin C. Eichner,
        Secretary                             President






<PAGE>
<PAGE>

Pursuant to the requirements of the Securities Act of 1933, this amended
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.


Signature                             Title                 Date
- ---------                             -----                 ----


/s/ Richard A. Liddy             Chairman,Chief             4/28/00
- ---------------------------      Executive Officer
Richard A. Liddy                 (Principal Executive
                                 Officer)


/s/ Kevin C. Eichner             President                  4/28/00
- ---------------------------
Kevin C. Eichner


/s/ Barry C. Cooper              Vice President             4/28/00
- ---------------------------      Controller
Barry C. Cooper                  (Principal Accounting
                                 Officer)



                                 Director
- ---------------------------
August A. Busch, III<F*>



                                 Director
- ---------------------------
William E. Cornelius<F*>



                                 Director
- ---------------------------
John C. Danforth<F*>


                                 Director
- ---------------------------
Bernard A. Edison<F*>



/s/ Richard A. Liddy             Director                   4/28/00
- ---------------------------
Richard A. Liddy





<PAGE>
<PAGE>


Signature                             Title                 Date
- ---------                             -----                 ----


                                 Director
- ---------------------------
William E. Maritz<F*>


                                 Director
- ---------------------------
Craig D. Schnuck<F*>


                                 Director
- ---------------------------
William P. Stiritz<F*>


                                 Director
- ---------------------------
Andrew C. Taylor<F*>





                                 Director
- ---------------------------
Robert L. Virgil, Jr.<F*>


                                 Director
- ---------------------------
Virginia V. Weldon<F*>


                                 Director
- ---------------------------
Ted C. Wetterau<F*>



By: /s/ Christopher A. Martin                               4/28/00
   -----------------------------
   Christopher A. Martin

[FN]
<F*> Original powers of attorney authorizing the Registrant's Secretary
and Assistant Secretaries as well as Matthew P. McCauley, William L.
Hutton, and Christopher A. Martin to sign this Registration Statement
and Amendments thereto on behalf of the Board of Directors of General
American Life Insurance Company are incorporated by reference to Post-
Effective Amendment No. 3 to the Registration Statement, File No. 333-
53477 (VUL 98), April 28, 2000.





<PAGE>
<PAGE>


The Board of Directors
General American Life Insurance Company


                            Re: Variable Universal Life 95


We consent to the use of our reports included herein and to the
reference to our firm under the heading "Experts" in the Registration
Statement and Prospectus for General American Separate Account Eleven.



                            KPMG LLP


St. Louis, Missouri

April 28, 2000




<PAGE>

I, Helen Couranz, Secretary, General American Life Insurance Company,
hereby certify that the following is a true and correct excerpt from the
Minutes of the meeting of the Board of Directors of said Company held on
January 30, 1985:

     "The President reported that the Company, like its competitors,
     was developing a form of insurance known as flexible premium
     variable life.  Purchasers of this type of insurance would be able
     to direct the investment of their premium, net of expenses, into
     one or more specialized investment funds as well as into the
     company's General Account.  This ability to select an underlying
     investment, together with the ability to select a death benefit
     which could fluctuate with the fluctuations of the underlying
     investment, make flexible premium variable life insurance subject
     to regulation by the Securities and Exchange Commission.

     "The structure which the insurance industry had devised to meet
     the requirements of the federal securities laws called for premium
     payments to go to a Separate Account which would register with the
     SEC as a unit investment trust and invest in shares of investment
     funds run by a corporation registered as a series investment
     company with the SEC.  Incorporation of the investment company in
     Maryland was recommended.  So that General American might move
     forward in the development of flexible premium variable life,
     authorization of the creation of a new Separate Account and a new
     subsidiary to function as a series investment company was needed.
     Accordingly, the President submitted for the Board's consideration
     the following three resolutions:

          "RESOLVED, that General American Life Insurance Company form
          a new Separate Account which will register with the
          Securities and Exchange Commission as a unit investment
          trust.  This Separate Account shall be known as General
          American Separate Account Eleven.

          "RESOLVED FURTHER, that General American Life Insurance
     Company, acting in conjunction with its wholly-owned subsidiary
     General American Holding Company, form a new general business
     corporation in the State of Maryland; said corporation to be owned
     by General American Holding Company and to function as a
     registered series investment company, issuing different series of
     stock entitling the holder to participate in the results of
     different investment funds.

          "RESOLVED FURTHER, that both Separate Account Eleven and the
     investment company be capitalized in amounts adequate to meet all
     regulatory requirements and to enable them to commence operation;
     and that General American Life Insurance Company is authorized to
     contract with the Separate Account and the investment company for
     the provision of management, record keeping, and other services.



<PAGE>
<PAGE>

     "After discussion, Richard C. Grayson moved and R. Hal Dean
     seconded the adoption of the foregoing resolutions.  Upon being
     put to a vote, the three foregoing resolutions were unanimously
     adopted."


                                   _________________________
                                   Secretary





<PAGE>

                  PRINCIPAL UNDERWRITING AGREEMENT
                      Separate Account Eleven

     This UNDERWRITING AGREEMENT made as of the first day of February
1988, by and between Walnut Street Securities, Inc. (hereinafter "the
Underwriter") and General American Life Insurance Company (hereinafter
"the Insurance Company"), on its own behalf and on behalf of General
American Life Insurance Company Separate Account Eleven (hereinafter
"the Account"), a separate account of the Insurance Company;

     WITNESSETH as follows:

     WHEREAS, the Account was established under authority of a
resolution of the Insurance Company's Board of Directors on January 24,
1985, in order to set aside and invest assets attributable to certain
flexible premium variable life contracts (hereinafter "Contracts")
issued by the Insurance Company;

     WHEREAS, the Insurance Company has registered the Account as a
unit investment trust under the Investment Company Act of 1940 (the
"Investment Company Act") and has registered the Contracts under the
Securities Act of 1933;

     WHEREAS, the Underwriter is registered as a broker-dealer with the
Securities and Exchange Commission (the "SEC") under the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and is a member of
the National Association of Securities Dealers, Inc. (the "NASD"); and

     WHEREAS, the Insurance Company and the Account desire to
have Contracts sold and distributed through the Underwriter and the
Underwriter is willing to sell and distribute such Contracts under the
terms stated herein;



<PAGE>
<PAGE>

     NOW, THEREFORE, the parties hereto agree as follows:

1.   The Insurance Company grants to the Underwriter the right to be,
and the Underwriter agrees to serve as distributor and principal
underwriter of the Contracts during the term of this Agreement.  The
Underwriter agrees to use its best efforts to solicit applications for
the Contracts at its own expense, and otherwise to perform all duties
and functions which are necessary and proper for the distribution of the
Contracts.

2.   All premiums for Contracts shall be remitted promptly to the
Insurance Company in full together with appropriate application forms
and any other required documentation. Checks or money orders in
payment of premiums shall be drawn to the order of "General American
Life Insurance Company".

3.   The Underwriter agrees to offer the Contracts for sale in
accordance with the prospectus for them then in effect.  The Underwriter
is not authorized to give any information or to make any representations
concerning the Contracts other than those contained in the current
prospectus filed with the SEC or in such sales literature as may be
developed and authorized by the Insurance Company in conjunction
with the Underwriter.

4.   On behalf of the Account, the Insurance Company shall furnish the
Underwriter with copies of all prospectuses, financial statements, and
other documents which the Underwriter reasonably requests for use in
connection with the distribution of the Contracts.

5.   The Underwriter represents that it is duly registered as
a broker-dealer under the 1934 Act, and is a member in good standing of
the NASD, and -- to the extent necessary to offer the Contracts -- shall
be duly registered or otherwise qualified under the securities




<PAGE>
<PAGE>

laws of any state or other jurisdiction. The Underwriter shall be
responsible for carrying out its sales and underwriting obligations
hereunder in continued compliance with the NASD Rules of Fair Practice,
and applicable federal and state securities laws and regulations.
Without limiting the generality of the foregoing, the Underwriter agrees
that it shall be fully responsible for:

     (a)  ensuring that no person shall offer or sell the Contracts on
its behalf until such person is duly registered as a representative of
the Underwriter; duly licensed and appointed by the Insurance Company;
and appropriately licensed, registered, or otherwise qualified to offer
and sell such Contracts under the federal securities laws and any
applicable securities laws of each state or other jurisdiction in which
the Insurance Company is licensed to sell the Contracts and in which
such persons shall offer or sell the Contracts; and

     (b)  training, supervising, and controlling of all such persons
for purposes of complying on a continuous basis with the NASD Rules of
Fair Practice and with federal and state securities law requirements
applicable in connection with the offering and sale of the Contracts.
In this connection, the Underwriter shall:

          (1)  conduct such training (including the preparation and
     utilization of training materials) as in the opinion of the
     Underwriter is necessary to accomplish the purposes of this
     Agreement;

          (2)  establish and implement reasonable written procedures
     for supervision of sales practices of agents, representatives, or
     brokers selling the Contracts: and




<PAGE>
<PAGE>

          (3)  take reasonable steps to ensure that its associated
     persons shall not make recommendations to an applicant to purchase
     and shall not sell a Contract in the absence of reasonable grounds
     to believe that the purchase of the Contract is suitable for such
     applicant.

6.   Notwithstanding anything in this Agreement to the contrary, the
Underwriter is hereby authorized to enter into sales agreements with
other independent broker-dealers for the sale of the Contracts.  All
such sales agreements entered into by the Underwriter shall provide that
each independent broker-dealer will assume full responsibility for
continued compliance by itself and its associated persons with the NASD
Rules of Fair Practice and applicable federal and state securities laws.
All associated persons of such independent broker-dealers soliciting
applications for the Contracts shall be duly and appropriately licensed
or appointed by the Insurance Company for the sale of the Contracts
under the insurance laws of the applicable states or jurisdictions in
which such persons shall offer or sell the Contracts.

7.   The Insurance Company shall apply for the proper insurance
licenses in the appropriate states or jurisdictions for persons
associated with the Underwriter; or with other independent broker-
dealers which have entered into agreements with the Underwriter for the
sale of the Contracts and are designated to sell the Contracts provided
that the Insurance Company reserves the right to refuse to appoint any
proposed associated person as an agent or broker, and to terminate an
agent or broker once appointed.

8.   The Insurance Company and the Underwriter shall cause to be
maintained and preserved for the periods prescribed such accounts,
books, and other documents as are required of them by the Investment
Company Act, the 1934 Act, and any other applicable laws and
regulations. The books, accounts and records of the Insurance Company,
the Account, and the Underwriter as to all transactions hereunder shall
be maintained so as to




<PAGE>
<PAGE>

disclose clearly and accurately the nature and details of the
transactions. The Insurance Company shall maintain such books and
records of the Underwriter pertaining to the sale of the Contracts and
required by the 1934 Act as may be mutually agreed upon from time to
time by the Insurance Company and the Underwriter; provided that such
books and records shall be the property of the Underwriter, and shall at
all times be subject examination by the SEC and all other regulatory
bodies having jurisdiction.  The Insurance Company shall be responsible
for sending all confirmations on customer regulations, as modified by
an exemption or other relief obtained by the Insurance Company. The
Underwriter shall cause the Insurance Company to be furnished with such
reports as the Insurance Company may reasonably request for the purpose
of meeting its reporting and recordkeeping obligations under the
insurance laws of the State of Missouri and any other states or
jurisdictions.

9.   Ownership and control of records shall not be affected by this
Agreement.

10.  Each party to this Agreement has the right to inspect, audit, and
copy all pertinent records of the other party pertaining to performance
under this Agreement.

11.  Each party to this Agreement will keep any information obtained in
the course of its relationship to the other party in confidence and will
not use such information for its own benefit or disclose it except as
authorized by the other party or as required by regulatory authorities
having jurisdiction.

12.  The Insurance Company shall have the responsibility for paying (i)
all commissions or other fees to associated persons of the Underwriter
which are due for the sale of the Contracts and (ii) any compensation to
other independent broker-dealers and their associated persons due under
the terms of any sales agreements between the Underwriter and such
broker-dealers. Notwithstanding the preceding sentence, no associated
person or




<PAGE>
<PAGE>

broker-dealer shall have an interest in any deductions or other fees
payable to the Underwriter as set forth herein. The Underwriter will
be reimbursed for expenses but will not be paid any commission for
sales.

13.  The Insurance Company shall reimburse the Underwriter for all
costs and expenses incurred by the Underwriter In furnishing the
services, materials, and supplies required by the terms of this
Agreement.

14.  The Insurance Company agrees to indemnify the Underwriter for any
losses incurred as a result of any action taken or omitted by the
Underwriter, or any of its officers, agents, or employees, in performing
their responsibilities under this Agreement in good faith and without
willful misfeasance, gross negligence, or reckless disregard of such
obligations.

15.  The Insurance Company undertakes to guarantee the performance of
all of Underwriter's obligations imposed by Section 27(f) of the
Investment Company Act, as amended, and Rule 27d-2 adopted by the SEC,
to make refunds of the premiums or charges to owners of Contracts
required by Section 27(f) or the conditions of any exemptions therefrom.

16.  (a)  This Agreement may be terminated by either party hereto
          upon 60 days' written notice to the other party.

     (b)  This Agreement may be terminated upon written notice of one
          party to the other party hereto in the event of bankruptcy
          or insolvency of such party to which notice is given.




<PAGE>
<PAGE>

     (c)  This Agreement may be terminated at any time upon
          the mutual written consent of the parties thereto.

     (d)  The Underwriter shall not assign or delegate its
          responsibilities under this Agreement without the
          written consent of the Insurance Company.  Without
          limiting the generality of the foregoing, the term
          "assigned" shall not include any transaction exempted
          from section 15(b)(2) of the Investment Company Act.

     (e)  This Agreement may be terminated by either party without
          penalty.

     (f)  In the event either party to this Agreement ails
          to perform in a satisfactory manner the other party may
          cancel this Agreement.

     (g)  Upon termination of this Agreement, all authorizations,
          rights, and obligations shall cease except the obligation to
          settle accounts hereunder, including payments (or premiums
          or contributions) subsequently received for Contracts in
          effect at the time of termination or issued pursuant to
          applications received by the Insurance Company prior to
          termination.

     (h)  In the event this Agreement is ended for any reason each
          party agrees to return all records belonging to the other
          party promptly and free from all claims.

17.  This Agreement shall be subject to the provisions of the
Investment Company Act and the 1934 Act and the rules, regulations, and
rulings thereunder and of the NASD, from time to time in effect,
including such exemptions from the Investment Company Act as the SEC may
grant, and the terms hereof shall be interpreted and construed in
accordance therewith.




<PAGE>
<PAGE>

18.  Each party to this Agreement expressly reserves unto itself the
ultimate authority and responsibility for conduct of its business.

19.  Each party to this Agreement shall furnish to regulatory
authorities having jurisdiction such information as may be requested in
order for such authorities to ascertain that Insurance Company's
variable life insurance operations are being conducted in accordance
with applicable laws and regulations.

20.  Each party to this Agreement shall be liable for its own
misconduct and negligence.

21.  Neither party to this Agreement shall attempt to immunize itself
from liability solely in reliance upon an opinion of that party's own
counsel.

22.  Neither party to this Agreement shall undertake any
activity which might conflict with its faithful discharge of the
duties outlined in this Agreement.

23.  The statutes of limitations contained in the laws applicable to
this Agreement shall govern.

24.  If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.

25.  This Agreement shall be construed and enforced in accordance with
and governed by the laws of the State of Missouri.




<PAGE>
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be signed by their respective officials thereunder duly authorized
and seals to be affixed, as of the day and year first above written.

                              WALNUT STREET SECURITIES, INC.


Attest:

/s/ Helen Couranz             by:  /s/ James A. Fulp
- --------------------------         --------------------------
        Secretary                         President

Attest:                       GENERAL AMERICAN LIFE INSURANCE COMPANY
/s/ Helen Couranz             by:  /s/ H Edwin Trusheim
- --------------------------         --------------------------
        Secretary                         President






<PAGE>

                              Exhibit 1. (3)(b)
                              -----------------


                      Proposed form of Selling Agreement



<PAGE>
<PAGE>

                               SELLING AGREEMENT

This is an Agreement by and between Walnut Street Securities, Inc. (hereafter
referred to as "Company"), and                            (hereafter referred
                              ----------------------------
to as "Broker-dealer").

Premises
- --------

     A.   Company is a principal underwriter for variable annuity and
          variable life insurance contracts (the "Contracts") issued by
          General American Life Insurance Company ("General American"),
          which contracts are registered as securities with the
          Securities and Exchange Commission and are subject to the
          various regulations pertaining to securities as well as to the
          laws governing insurance and annuity contracts.

     B.   Broker-dealer certifies that it is registered and in good
          standing as a broker-dealer under the Securities Exchange Act
          of 1934 and is a member in good standing of the National
          Association of Securities dealers (the "NASD"), and desires to
          become authorized to sell the Contracts.

In consideration of and reliance on the premises and the covenant set forth
below, the parties hereto agree as follows:

          1)   Basic Engagement Company hereby agrees that Broker-
               ----------------
               dealer is authorized to sell the Contracts. Broker-
               dealer hereby agrees to conduct all selling
               activities in respect of the Contracts in accordance
               with the rules and regulations of the NASD and all
               applicable State and Federal laws, rules, and
               regulations.

          2)   Broker - dealer's Duties
               ------------------------

               a.   Broker-dealer will ensure that individuals
                    conducting sales activities relating to the
                    Contracts are duly appointed insurance agents
                    of General American and entitled to sell the
                    Contracts under insurance laws of any
                    jurisdiction in which the individual solicits
                    sales.

               b.   Broker-dealer will ensure that sales of the
                    Contracts do not occur in jurisdictions where
                    General American is not licensed to sell the
                    Contracts.

               c.   Broker-dealer will ensure that individuals
                    conducting sales activities relating to the
                    Contracts possess the qualifications
                    specified by the N.A.S.D. and federal laws and
                    regulations.

               d.   Broker-dealer will supervise the sales
                    practices of its agents and hereby
                    indemnifies and holds Company harmless from
                    any damage or expense caused by any wrongful
                    act by Broker-dealer and its agents in
                    selling the Contracts.

          3)   Suitability  Broker-dealer will review all
               -----------
               applications for the Contracts to make certain that
               the purchase is suitable for the prospective
               customer. Broker-dealer will promptly forward to
               Company all applications for the Contracts which it
               deems

<PAGE>
<PAGE>

               suitable, together with any purchase payments
               received, without making any deduction for
               compensation of the selling agent or of Broker-dealer
               itself. General American and Company have the right
               to make their own determination concerning the
               acceptability of any application for a Contract and
               to return any purchase payment tendered in connection
               therewith.

          4)   Sales Material  The Contracts are described in
               --------------
               prospectuses and the mutual fund into which premiums
               may be directed is described in a prospectus. Broker-
               dealer will offer and sell the Contracts only in
               accordance with the terms and conditions of the then
               current prospectuses and will make no representations
               not made in the prospectuses or in any authorized
               supplemental sales materials approved by Company and
               General American. Broker-dealer shall not use or
               permit use of advertising or sales material without
               obtaining the prior written approval of General
               American.

          5)   Independent Contractor  Broker-dealer is performing
               ----------------------
               the acts covered by this Agreement in the capacity of
               independent contractor and not as an agent or
               employee of Company or General American. Neither
               Company nor General American shall be liable for any
               obligation, act or omission of Broker-dealer.

          6)   Compensation  Broker-dealer shall be paid by General
               ------------
               American (on behalf of Company) compensation for the
               sale of Contracts as set forth in the attached
               Compensation Schedule. General American has the right
               to charge back any such compensation under the
               conditions stated in such Schedule(s). Any
               Compensation Schedule can be changed by Company and
               General American as of a specified date, provided
               such date is at least 10 days after the date notice
               of the change is mailed to Broker-dealer's last known
               address. Any such change will apply only to Contracts
               issued on or after the effective date of the change.

          7)   Effectiveness  This Agreement shall take effect as of
               -------------
               the date it is signed by Company, which date is shown
               below. It shall continue in force from year to year
               unless it is terminated. This Agreement may be
               terminated for any reason by either party, such
               termination will become effective 60 days after the
               mailing of a notice of termination to the other
               parties' last known addresses. This Agreement may be
               terminated by Company for cause (i.e., Broker-
               dealer's violation of any of the terms of this
               Agreement); such termination will become effective
               upon the mailing of a notice of termination to the
               Broker-dealer's last known address. Failure of
               Company to terminate this Agreement upon knowledge of
               a cause shall not constitute a waiver of the right to
               terminate at a later time for such cause. This
               Agreement shall immediately terminate automatically
               if Broker-dealer shall cease to be a member of the
               NASD or to possess the requisite licenses and
               appointments, and
<PAGE>
<PAGE>

               Broker-dealer agrees to immediately notify Company of
               such an occurrence.

          8)   No Assignment  Agreement may not be assigned by
               -------------
               Broker-dealer except with the written consent of
               Company.

          9)   Applicable Law  This Agreement shall be construed in
               --------------
               accordance with the laws of Missouri.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be
     executed in its corporate name by one of its corporate officers, and
     the Broker-dealer has set its hand to this Agreement as of the day and
     year written below.

     Broker-dealer                     Walnut Street Securities, Inc.
                                       "COMPANY"

     Signature:                        BY:
               -------------------        ---------------------------------

     Address:                          Name:
             ---------------------          -------------------------------

                                       Title:
     -----------------------------           ------------------------------

                                       Address:
                                               ----------------------------


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

     Dated:                            Effective Date:
           -----------------------                    ---------------------

<PAGE>
<PAGE>

                            COMPENSATION SCHEDULE FOR
                        VARIABLE LIFE INSURANCE CONTRACTS
                    AND VARIABLE ANNUITY CONTRACTS ISSUED BY
                     GENERAL AMERICAN LIFE INSURANCE COMPANY


1.  Broker-dealer shall be paid a fraction of the premium received and accepted
by General American under an issued variable life policy or variable annuity
contract for which an agent of Broker-dealer solicited the application. The
exact amount of compensation shall be determined by the terms of the agent's
contract between Broker-dealer and General American. Notwithstanding the above,
no compensation will be paid on a premium that represents in whole or in part
the surrender or loan proceeds of any life insurance policy or annuity contract
issued by General American.

2.  No commission will be paid until a valid receipt for delivery of the policy
or contract is received by General American.

3.  In the event any variable life policy is surrendered within twelve policy
months of its date of issue, any compensation amount previously paid to Broker-
dealer with respect to the amount surrendered will be deducted from any
compensation otherwise due Broker-dealer as follows: 100% if surrender occurs
during the first six policy months and 50% if surrender occurs during the
seventh through the twelfth months. If any amount to be deducted exceeds
compensation otherwise due, Broker-dealer shall promptly pay back the amount of
the excess following a written demand by Company or General American.

4.  If the agreement to which this compensation schedule applies terminates, no
further payments of any kind will be made to Broker-dealer.

<PAGE>

                               Exhibit 1. (3)(c)
                               -----------------


                              Commission Schedule
<PAGE>
<PAGE>







                             COMMISSION SCHEDULE

                                     FOR

               FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICIES

                                  ISSUED BY

                    GENERAL AMERICAN LIFE INSURANCE COMPANY
<PAGE>
<PAGE>

General American Life Insurance Company (the company) has two soliciting agent
contracts, the Producer and the Associate contract. An agent licensed to sale
the FPVL product for the company must have an active contract under one of the
two soliciting agent contracts.


Producer Contract
- -----------------

First Policy Year

        36% of target premium paid
         4% of all premium paid

Renewal Policy Years

         3% of all premium paid
      0.31% of average policy cash value payable at end of each policy
            year for policy year 2 through 20

Increase in Face Amount

        12 months following issue of increase
        36% of target premium allocated to increase for that twelve months


Associate Contract
- ------------------

First Policy Year

      37.5% of target premium paid
       2.5% of all premium paid


Renewal Policy Year

      2.5%  of all premium paid
      0.38% of average policy cash value payable at end of each policy
            year for policy years 2 through 20
     0 - 5% of target premium paid for policy years 2 through 10.
            Percentage is based on agent level of total production for the
            company in policy year one.
     0 - 2% of target premium paid for policy years 3 through 10.
            Percentage is based on agent level of total production for the
            company in policy year two.



<PAGE>
<PAGE>

Increase in Face Amount

     12 months following issue of increase

     37.5% of target premium allocated to increase for that twelve months

General Agents receive compensation and expense allowances which may be in
part based on the level of agent commission in their agencies. The general
agent compensation differs for different types of agent contracts and
services provided by the company.




<PAGE>


                               Exhibit 1(5)(a)
                               ---------------


                   Form of Standard Policy and Policy Riders

<PAGE>
<PAGE>

LIFE
INSURANCE
POLICY




If the insured dies while this policy is in force, we will pay the policy
proceeds to the beneficiary.

We must receive proof of the insured's death. The policy must also be
surrendered to us.

Any payment will be subject to all of the provisions and conditions on this
and the following pages of this policy.



                           /s/  H. Edwin Trusheim

                                   President


                             /s/  Helen Couranz

                                   Secretary





          ------------------------------------------------------------
          Countersigned                                      Registrar



                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                                  PARTICIPATING

10004
(9/86)


<PAGE>
<PAGE>

                               POLICY NUMBER:


                                  INSURED:



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

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

THE POLICY'S CASH VALUE IN THE GENERAL ACCOUNT WILL BE CREDITED WITH INTEREST
AT A MINIMUM GUARANTEED RATE OF     PER YEAR. WE MAY CREDIT ADDITIONAL INTEREST
IN EXCESS OF THE GUARANTEED RATE. SEE THE GENERAL ACCOUNT CASH VALUE PROVISION.


                          RIGHT TO EXAMINE POLICY

Please read this policy. You may return this policy to us or to the agent
through whom it was purchased within 20 days from the date you receive it or
within 45 days after the application is signed, whichever period ends later. If
you return it within this period, the policy will be void from the beginning.
We will refund any premium paid.


                              FLEXIBLE PREMIUM
                                VARIABLE LIFE
                             INSURANCE TO AGE 95

Flexible Premiums are payable during the lifetime of the insured to age 95. The
death benefit is payable at the death of the insured prior to age 95 and while
the policy is in force. Cash surrender value, if any, is payable at the
insured's age 95. Participating annual dividends may be paid.

This policy is a legal contract between the policy owner and General American.
PLEASE READ YOUR CONTRACT CAREFULLY.

ISSUED BY:     THE GENERAL AMERICAN LIFE INSURANCE CO.
               A MUTUAL COMPANY
               700 MARKET STREET
               ST. LOUIS, MISSOURI, 63101
               1-800-638-9294


10004
(9/86)                           0.01

<PAGE>
<PAGE>

                 ALPHABETIC GUIDE TO YOUR CONTRACT

Page
3.05 Addition, Deletion or Substitution of Investments
4.03 Allocation of Net Premiums
3.02 Assignments
6.08 Basis of Computation
3.02 Beneficiary
6.06 Cash Surrender Value
6.03 Cash Values
4.02 Change in Contract Type
4.02 Change in Face Amount
3.02 Change of Owner or Beneficiary
3.03 Claims of Creditors
3.02 Conformity with Statutes
3.03 Conversion Rights
4.01 Death Benefit
3.01 Definitions
6.01 Dividends
6.01 Dividend Options
6.03 General Account Cash Value
6.04 General Account Interest Rate
4.03 Grace Period
3.03 Incontestibility
7.01 Interest on Proceeds
3.01 Issue Date
6.05 Loan Account Cash Value
6.01 Loans


Page
3.01 Maturity Date
3.03 Misstatement of Age or Sex and Corrections
6.05 Monthly Cost of Insurance
6.06 Monthly Deduction
6.04 Net Investment Factor
4.03 Net Premium
3.02 Owner
6.06 Partial Withdrawals
7.01 Payment of Policy Benefits
4.03 Payment of Premiums
4.01 Policy Changes
4.01 Policy Proceeds
6.07 Postponement of Payments
4.04 Reinstatement
3.02 Requests for Changes and/or Information
3.03 Right to Examine Increase in Face Amount
3.03 Right to Examine Policy
6.04 Separate Account Cash Value
3.04 Separate Account Provisions
7.01 Settlement Options
3.03 Statements in Application
3.04 Suicide Exclusion
3.05 Transfers

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


                       NOTICE OF ANNUAL MEETING

Our annual meeting for the election of directors and the transaction of other
business is held each year at our Home Office in St. Louis, Missouri. The
meeting is at 9:00 a.m. on the fourth Tuesday in January. We are a mutual
company owned by our policyowners. Each policyowner is entitled to vote at
such elections and to participate in such meetings.


10004
(9/86)                           0.02

<PAGE>
<PAGE>

POLICY SPECIFICATIONS

INSURED AGE                               35
SEX                                     MALE
CONTRACT TYPE                          LEVEL
MINIMUM FACE AMOUNT                  $50,000
NET PREMIUM PERCENTAGE                92.00%
GENERAL ACCOUNT CASH VALUE
   GUARANTEED INTEREST RATE               5%
GENERAL ACCOUNT MAXIMUM
   WITHDRAWAL PERCENT LIMIT              15%
GUARANTEED MAXIMUM SURRENDER
   CHARGE LIMIT                      $103.20

INSURED                             JOHN DOE
FACE AMOUNT                          $50,000
DATE OF ISSUE                JANUARY 1, 1987
POLICY NUMBER                     16,000,001
PLANNED ANNUAL PREMIUM               $466.00
MONTHLY COST OF INSURANCE
   FACTOR                          1.0040741
FIRST YEAR MONTHLY
   POLICY CHARGE                      $10.00
RENEWAL YEAR MONTHLY
   POLICY CHARGE                       $4.00


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

                     Policy Plan:  FLEXIBLE PREMIUM VARIABLE
10004                              LIFE INSURANCE TO AGE 95
10107
10108
10109
10110
10305
10405
10603
00702


10107                            1.01


<PAGE>
<PAGE>

2.   POLICY SPECIFICATIONS

INSURED                             JOHN DOE
DATE OF ISSUE                JANUARY 1, 1987
POLICY NUMBER                     16,000,001


COVERAGE         RISK            FACE      MONTHLY EXPENSE         MATURITY
            CLASSIFICATION      AMOUNT       CHARGE RATE           DATE<F*>
FPVL-95     STANDARD SMOKER     $50,000         $0.08          JANUARY 1, 2047


                     INITIAL ALLOCATION OF NET PREMIUMS

          GENERAL ACCOUNT                                    50  %
                                                 ----------------
SEPARATE ACCOUNT ELEVEN

          DIVISION I - Equity Index Fund                         %
                                                 ----------------
          DIVISION II - Managed Equity Fund                      %
                                                 ----------------
          DIVISION III - Money Market Fund                   30  %
                                                 ----------------
          DIVISION IV - Fixed Income Fund                    10  %
                                                 ----------------
          DIVISION V - Asset Allocation Fund                 10  %
                                                 ----------------

[FN]
<F*>IF THE INITIAL PREMIUM PAID AND SUBSEQUENT PREMIUMS PROVE TO BE TO LOW,
COVERAGE PROVIDED BY THIS POLICY MAY CEASE PRIOR TO THE MATURITY DATE.


10107                            1.02


<PAGE>
<PAGE>

                 DESCRIPTION OF SEPARATE ACCOUNT ELEVEN FUNDS

General American Capital Company (the "Capital Company") is an open-end,
diversified management investment company which was incorporated in
Maryland on November 15, 1985, and commenced operations on October 1, 1987.
Only the Capital Company Funds described below are currently available as
investment choices for this Policy:

    S & P 500 Index Fund:  The investment objective of this Fund is to
    ---------------------
    provide investment results that parallel the price and yield performance
    of publicly-traded common stocks in the aggregate. The Fund uses the
    Standard & Poor's Composite Index of 500 Stocks (the "S&P Index") as its
    standard for performance comparison. The Fund attempts to duplicate the
    performance of the S&P Index and includes dividend income as a component
    of the Fund's total return. The Fund is not managed by Standard & Poor's.

    Money Market Fund:  The investment objective of this the Money Market
    ------------------
    Fund is to obtain the highest level of current income which is consistent
    with the preservation of capital and maintenance of liquidity. The Fund
    invests primarily in high-quality, short-term money market instruments.
    An investment in the Money Market Fund is neither insured nor guaranteed
    by the U.S. Government.

    The Bond Index Fund:  The investment objective of this Fund is to provide
    --------------------
    a rate of return that reflects the performance of the publicly-traded bond
    market as a whole. The Fund uses the Lehman Brothers Government/Corporate
    Bond Index as its standard for performance comparison.

    Managed Equity Fund:  The investment objective of this Fund is long-term
    --------------------
    growth of capital, obtained by investing primarily in common stocks.
    Securing moderate current income is a secondary objective.

    Asset Allocation Fund:  The investment objective of this Fund is a high
    ----------------------
    rate of long-term total return composed of capital growth and income
    payments. Preservation of capital is the secondary objective and chief
    limit on investment risk. The Fund will invest only in those types of
    securities that the other Capital Company Funds may invest in. The Asset
    Allocation Fund invests in a combination of common stocks, bonds, or money
    market instruments in accordance with guidelines established from time to
    time by Capital Company's Board of Directors.

    International Equity Fund:  The investment objective of this Fund is
    --------------------------
    long-term capital appreciation. It pursues this objective by investing
    primarily in equity securities of issuers in countries included in the
    Morgan Stanley Capital International ("MSCI") Europe, Australia and Far
    East Index ("EAFE").

    Special Equity Fund:  The investment objective of this Fund is capital
    --------------------
    appreciation. It pursues this objective by investing primarily in common
    stocks of smaller companies and securities convertible into common stock.
    Any income received is incidental to the objective of capital appreciation.

Variable Insurance Products Fund ("VIP") is an open-end, diversified management
investment company organized as a Massachusetts business trust on November 13,
1981. Only the Funds described below are currently available as investment
choices for this Policy:

    Equity-Income Portfolio:  The investment objective of this Fund is income,
    ------------------------
    obtained by investing primarily in income-producing equity securities. In
    choosing these securities, FMR will also consider the potential for capital
    appreciation. The Fund'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.

    Growth Portfolio:  The investment objective of this Fund is capital
    -----------------
    appreciation. The Fund normally purchases common stocks, although its
    investments are not restricted to any one type of security. Capital
    appreciation may also be obtained from other types of securities,
    including bonds and preferred stocks.

    Overseas Portfolio:  The investment objective of this Fund is long-term
    -------------------
    growth of capital. The Fund invests primarily in foreign securities. The
    Overseas Portfolio provides a means for investors to diversify their own
    portfolios by participating in companies and economies outside of the
    United States.

10108


<PAGE>
<PAGE>

    High Income Portfolio:  The investment objective of this Fund is a high
    ----------------------
    level of current income. The Fund seeks to fulfill the objectives by
    investing primarily in high-yielding, lower-rated, fixed-income securities,
    while also considering growth of capital. Lower-rated securities, commonly
    referred to as "junk bonds", involve greater risk of default or price
    change than securities assigned a higher quality rating.

Variable Insurance Products Fund II ("VIP II") is an open-end, diversified
management investment company organized as a Massachusetts business trust
on March 21, 1988. Only the Fund(s) described below are currently available
as investment choices for this Policy:

    Asset Manager Portfolio:  The investment objective of this Fund is to
    ------------------------
    seek a 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.

Van Eck Worldwide Insurance Trust ("Van Eck") is an open-end management
investment company organized as a Massachusetts business trust on
January 7, 1987. Only the Fund(s) described below are currently available
as investment choices for this Policy:

    Gold and Natural Resources Fund:  The investment objective of the Fund
    --------------------------------
    is to seek long-term capital appreciation by investing in equity and
    debt securities of companies engaged in the exploration, development,
    production, and distribution of gold and other natural resources, such
    as strategic and other metals, minerals, forest products, oil, natural
    gas, and coal. Current income is not an objective.

There can be no assurance that the investment objectives of these Funds or
Portfolios, or any other funds that the Separate Account may offer, will be
achieved. The objectives of these funds may be changed in accordance with
the requirements of the Investment Company Act of 1940 ("40 Act").

10108


<PAGE>
<PAGE>

                          SURRENDER CHARGE SCHEDULE

INSURED                 JOHN DOE        POLICY NUMBER            16,000,001
AMOUNT OF INSURANCE      $50,000        COVERAGE                    FPVL-95
TARGET PREMIUM           $430.00        EFFECTIVE DATE      JANUARY 1, 1987
                                        MATURITY DATE       JANUARY 1, 2047

POLICY MONTH      SURRENDER CHARGE        POLICY MONTH      SURRENDER CHARGE

    1-61               100.00%                 92                48.33%
      62                98.33%                 93                46.66%
      63                96.66%                 94                45.00%
      64                95.00%                 95                43.33%
      65                93.33%                 96                41.66%
      66                91.66%                 97                40.00%
      67                90.00%                 98                38.33%
      68                88.33%                 99                36.66%
      69                86.66%                100                35.00%
      70                85.00%                101                33.33%
      71                83.33%                102                31.66%
      72                81.66%                103                30.00%
      73                80.00%                104                28.33%
      74                78.33%                105                26.66%
      75                76.66%                106                25.00%
      76                75.00%                107                23.33%
      77                73.33%                108                21.66%
      78                71.66%                109                20.00%
      79                70.00%                110                18.33%
      80                68.33%                111                16.66%
      81                66.66%                112                15.00%
      82                65.00%                113                13.33%
      83                63.33%                114                11.66%
      84                61.66%                115                10.00%
      85                60.00%                116                 8.33%
      86                58.33%                117                 6.66%
      87                56.66%                118                 5.00%
      88                55.00%                119                 3.33%
      89                53.33%                120                 1.66%
      90                51.66%                121                 0.00%
      91                50.00%

If this amount of insurance is fully surrendered during the 121 months
following the effective date the surrender charge is the appropriate percent
listed above times the surrender charge amount as defined in Section 9, Cash
Values. If this amount of insurance is decreased by some fraction of the total
amount during the 121 months following the effective date, the surrender charge
amount will be the previously defined surrender charge times the fraction. A
new Surrender Charge Schedule page will be mailed to you for the remaining
insurance. The new surrender charge for any of the remaining 121 months will be
the above surrender charge minus the surrender charge applied as a result of
the decrease in the insurance amount.


10109                                                                (0021N)


<PAGE>
<PAGE>

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

COVERAGE:                    FPVL-95        INSURED:               JOHN DOE
MATURITY DATE:       JANUARY 1, 2047        POLICY NUMBER:       16,000,001
                                            DATE OF ISSUE:  JANUARY 1, 1987

ATTAINED AGE     RATE     ATTAINED AGE     RATE     ATTAINED AGE     RATE

     35           .21          55          1.26          75           6.98
     36           .23          56          1.38          76           7.59
     37           .25          57          1.50          77           8.21
     38           .27          58          1.64          78           8.82
     39           .30          59          1.77          79           9.45
     40           .32          60          1.93          80          10.13
     41           .36          61          2.10          81          10.86
     42           .39          62          2.29          82          11.68
     43           .43          63          2.51          83          12.58
     44           .47          64          2.76          84          13.54
     45           .52          65          3.02          85          14.51
     46           .56          66          3.29          86          15.48
     47           .62          67          3.58          87          16.42
     48           .67          68          3.87          88          17.44
     49           .73          69          4.19          89          18.46
     50           .79          70          4.54          90          19.47
     51           .87          71          4.92          91          20.51
     52           .95          72          5.36          92          21.61
     53          1.04          73          5.85          93          23.02
     54          1.15          74          6.38          94          24.84

These rates are for the base policy at issue. They are based on the 1980
Commissioners Standard Ordinary Mortality Table for a Male Smoker. Any values
guaranteed in this contract are based on these rates.


10110                                                                (0021N)


<PAGE>
<PAGE>

1.   DEFINITIONS IN THIS POLICY

WE, US AND OUR

The General American Life Insurance Company.

YOU AND YOUR

The owner of this policy. The owner is as shown in the application unless later
changed as provided in this policy. The owner may be someone other than the
insured.

In the application the words "You" and "Your" refer to the proposed insured
person(s).

INSURED

The person whose life is insured under this policy. See the policy
specifications page.

ISSUE AGE

The insured's age at his or her nearest birthday as of the issue date.

ATTAINED AGE

The issue age plus the number of completed policy years.

ISSUE DATE

The effective date of the coverage under this policy. It is also the date from
which policy anniversaries, policy years, and policy months are measured.

INVESTMENT START DATE

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

- -  The issue date of the policy; or

- -  The date we receive the first premium at our home office.

MATURITY DATE

The policy anniversary on which the insured attains age 95. If the insured is
living and the policy is in force on this date, the cash surrender value plus
the cash value of any paid-up additions, dividends due and dividend
accumulations are payable. It is possible that insurance coverage may not
continue to the maturity date even if planned premiums are paid in a timely
manner.

MONTHLY ANNIVERSARY

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

BUSINESS DAY

Any day that we are open for business.

GENERAL ACCOUNT

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

SEPARATE ACCOUNT

Separate Account Eleven, a separate investment account created by us to receive
and invest net premiums received for this policy.

LOAN ACCOUNT

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

LOAN SUBACCOUNT

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

10305                            3.01
(9/86)
2.   PERSONS WITH AN INTEREST IN THE POLICY

OWNER

The insured is the original owner of this policy unless someone else is shown
as owner in the application. Ownership may be changed in accordance with the
Change of Owner or Beneficiary provision. You, as owner, are entitled to all
rights provided by this policy, prior to its maturity date. After the maturity
date, you cannot change the payee nor the mode of payment, unless otherwise
provided in this policy. Any person whose rights of ownership depend upon some
future event will not possess any present rights of ownership. If there is more
than one owner at a given time, all must exercise the rights of ownership. If
you should die, and you are not the insured, your interest will go to your
estate unless otherwise provided.

BENEFICIARY

The person named in the application or by later designation to receive the
proceeds in the event of the insured's death. You may change the beneficiary in
accordance with the Change of Owner or Beneficiary provision. Unless otherwise
stated, the beneficiary has no rights in this policy before the death of the
insured. If there is more than one beneficiary at the death of the insured,
each will receive equal payments unless otherwise provided. If no beneficiary
is living at the death of the insured the proceeds will be payable to you, if
you are living, or to your estate.

CHANGE OF OWNER OR BENEFICIARY

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

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

ASSIGNMENTS

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

1.  The assignment is made as a written instrument,

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

3.  We send you an acknowledged copy.

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

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

REQUESTS FOR CHANGES AND/OR INFORMATION

Submit all requests for change and/or information in writing to our home office
- - General American Life Insurance Company, P.O. Box 14490, St. Louis, MO 63178.

3.  GENERAL PROVISIONS

THE CONTRACT

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

CONFORMITY WITH STATUTES

If any provision in this policy is in conflict with the laws of the state which
govern this policy, the provision will be deemed to be amended to conform with
such laws.

10305                            3.02
(9/86)


<PAGE>
<PAGE>

STATEMENTS IN APPLICATION

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

CLAIMS OF CREDITORS

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

RIGHT TO EXAMINE POLICY

You have the right to request us to cancel this policy and receive a refund.
The request must be made no later than:

- -  20 days after you received the policy; or

- -  45 days after the date you signed the application.

The refund will equal the premiums paid into this policy.

RIGHT TO EXAMINE INCREASE IN FACE AMOUNT

You have the right to request us to cancel an increase in face amount and
receive a refund. The request must be made no later than:

- -  20 days from the date you received the new policy specifications page for
   the increase; or

- -  45 days after the date you signed the application for the increase.

The refund will equal the monthly deductions associated with that increase. If
you do request us to cancel the increase but do not request a refund, the
monthly deductions associated with that increase will be restored to the
policy's cash value. This amount will be allocated to the General Account and
the Divisions of Separate Account Eleven in the same manner as it was deducted.

CONVERSION RIGHTS

You have a one time right during the first two policy years to transfer all of
your cash value from the Divisions of Separate Account Eleven to the General
Account.

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

If you transfer all of the cash value from the Divisions of Separate Account
Eleven to the General Account and you indicate that you are making this
transfer in exercise of your conversion rights, we will automatically allocate
all future net premiums to the General Account unless you inform us otherwise.

MISSTATEMENT OF AGE OR SEX AND CORRECTIONS

If there is a misstatement of age or sex in the application, the amount of the
death benefit will be that which would be purchased by the most recent
mortality charge at the correct age or sex.

If we make any payment or policy changes in good faith, relying on our records,
or evidence supplied to us, our duty will be fully discharged. We reserve the
right to correct any errors in the policy.

INCONTESTABILITY

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

10305                            3.03
(9/86)


<PAGE>
<PAGE>

SUICIDE EXCLUSION

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

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

This provision does not apply if this policy is issued to a Missouri citizen,
or on the effective date of any increase in face amount, unless the insured
intended suicide when this policy or any increase in face amount was applied
for.

ANNUAL REPORT

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

PROJECTION OF BENEFITS AND VALUES

You may make a written request to us for a projection of illustrative future
cash values and death benefits. This projection will be furnished to you for a
nominal fee.

4.  SEPARATE ACCOUNT PROVISIONS

SEPARATE ACCOUNT

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

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

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

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

DIVISIONS

Separate Account Eleven has several Divisions which are shown on page 10108.
Separate Account Eleven will buy shares in the various funds offered by General
American Capital Company. Each fund represents a different investment
portfolio.

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

We will value the assets of each Division of Separate Account Eleven at the end
of each valuation period. A valuation period is the period between two
successive valuation dates, commencing at 4:00 p.m. (New York time) each
valuation date and ending at 4:00 p.m. on the next succeeding valuation date. A
valuation date is each day that the New York Stock Exchange and our home office
are open for business or any other day that may be required by any applicable
Securities and Exchange Commission Rules and Regulations.

10305                            3.04
(9/86)


<PAGE>
<PAGE>

TRANSFERS

You may transfer amounts as follows:

- -  Between the General Account and the Divisions of Separate Account
   Eleven; or

- -  Among the Divisions of Separate Account Eleven.

These transfers will be subject to the following conditions:

- -  We must receive a written request for transfer.

- -  Transfers from or among the Divisions of Separate Account Eleven
   may be made once each policy month and must be at least $500.00
   or the entire amount you have in a Division, if smaller.

- -  Transfers or Partial withdrawals from the General Account to the
   Divisions of Separate Account Eleven may be made up to four times
   in any policy year and must be at least $500.00. The maximum amount
   of all transfers and net partial withdrawals in any policy year will
   be subject to a withdrawal percentage limit of the cash surrender
   value of the General Account at the beginning of that policy year. The
   General Account withdrawal percentage limit is shown on the policy
   specifications page.


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

ADDITION, DELETION, OR SUBSTITUTION OF INVESTMENTS

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

We reserve the right to establish additional Divisions of Separate Account
Eleven, each of which would invest in a new fund of General American Capital
Company or in shares of another open-end investment company and to make such
Divisions available to such class or series of policies as we deem appropriate.
We also reserve the right to eliminate or combine existing Divisions of
Separate Account Eleven or to transfer assets between Divisions.

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

10305                            3.05
(9/86)

<PAGE>
<PAGE>
5.  POLICY BENEFITS

POLICY PROCEEDS

The policy proceeds are:

1.  The death benefit under the contract type then in effect; plus

2.  Any paid-up additions; plus

3.  Any dividend accumulations and dividend due; plus

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

5.  Any loan and loan interest accrued.

DEATH BENEFIT

The death benefit depends upon the contract type in effect on the date of
the insured's death. The contract type in effect is shown on the policy
specifications page.

Level Contract Type: The death benefit is level except when it equals a
percentage of cash value.

The death benefit is the greater of:

1.  The face amount; or

2.  The applicable percentage of the cash value on the date of death as
    described in Section 7702(d) of the Internal Revenue Code of 1954 or
    any applicable successor provision thereto.

Increasing Contract Type:

The death benefit is the greater of:

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

2.  The applicable percentage of the cash value on the date of death as
    described in Section 7702(d) of the Internal Revenue Code of 1954 or
    any applicable successor provision thereto.

APPLICABLE PERCENTAGE:

The percentages as currently described in Section 7702(d) of the Internal
Revenue Code of 1954 are as follows:

In the case of an insured with an            The applicable percentage
attained age as of the beginning             shall decrease by a ratable
of the contract year of:                     portion for each full year:

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

     0                   40                   250                     250
    40                   45                   250                     215
    45                   50                   215                     185
    50                   55                   185                     150
    55                   60                   150                     130
    60                   65                   130                     120
    65                   70                   120                     115
    70                   75                   115                     105
    75                   90                   105                     105
    90                   95                   105                     100



Policy Changes

You may request policy changes at any time unless we specifically indicate
otherwise. We reserve the right to limit the number of changes to one per
policy year and to restrict the changes in the first policy year. The types of
changes allowed are explained below.

No change will be permitted that would result in the death benefit under this
policy being included in gross income due to not satisfying the requirements of
Section 7702 of the Internal Revenue Code of 1954, or any applicable successor
provision thereto.

10405                            4.01
(9/86)


<PAGE>
<PAGE>

CHANGE IN FACE AMOUNT

The face amount may be changed by sending us a written request.

Any decrease in face amount will be subject to the following conditions:

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

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

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

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

    c.  The face amount when the policy was issued.

3.  The face amount remaining in force after any requested decrease may
    not be less than the minimum face amount shown on the policy
    specifications page.

4.  Any decrease must be at least $5,000.

Any increase in face amount will be subject to the following conditions:

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

2.  Increases may be requested 60 days before or 30 days after the policy
    anniversary. The increase will become effective on that policy
    anniversary.

3.  Any increase must be at least $5,000.

4.  The insured must have an attained age not greater than age 80 on the
    anniversary date that the increase will become effective.

You may select the option that an increase in face amount will terminate on the
monthly anniversary which is an exact whole number of years from the effective
date of this increase and which is nearest the insured's 85th birthday. You may
select this option only if the insured has an attained age of not less than age
20 but not greater than age 70 on the anniversary date that the increase will
become effective. If you select this option to terminate the increase at age
85, the increase may have different costs of insurance than an increase that
terminates at age 95. These costs of insurance will never exceed the Monthly
Cost of Insurance Rates as defined in Section 8. Cash Value.

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

CHANGE IN CONTRACT TYPE

You may change the contract type in effect by sending us a written request. The
effective date of the change will be the monthly anniversary on or following
the date we receive your request. On the effective date of this change the
death benefit payable does not change, but the face amount may change.

If the contract type in effect is increasing, you may change it to level. The
face amount will be increased to equal the death benefit on the effective date
of change.

If the contract type in effect is level, you may change it to increasing. Proof
that the insured is insurable by our standards on the date of the change must
be submitted. The face amount will be decreased to equal the death benefit less
the cash value on the effective date of change. This change may not be made if
it would result in a face amount which is less than the minimum face amount
shown on the policy specifications page.


10405                            4.02
(9/86)

<PAGE>
<PAGE>

6.  PREMIUMS AND GRACE PERIOD

PAYMENT OF PREMIUMS

Your first premium is due as of the issue date. While the insured is living,
premiums after the first must be paid at our home office. A premium receipt
will be furnished. You may pay your premiums at any interval of time. This
right is subject to our minimum premium requirements as of the issue date or as
of the effective date of any increase in face amount. If this policy is in your
possession and you have not paid the first premium, it is not in force. It will
be considered that you have the policy for inspection only.

Premiums, other than those required to meet minimum premium requirements, may
be paid in any amount and at any interval subject to the following conditions:

1.  No premium payment may be less than $10.00.

2.  Total premiums paid in any policy year may not exceed the maximum premium
    limit for that policy year. The maximum premium limit for a policy year is
    the largest amount of premium which can be paid in that policy year such
    that the sum of the premiums paid under the policy will not at any time
    exceed the guideline premium limitation referred to in Section 7702(c)
    of the Internal Revenue Code of 1954, or any applicable successor provision
    thereto. The maximum premium limit for the following policy year will be
    shown on your annual report.

    On any date that we receive a premium which causes the Death Benefit to
    increase by an amount that exceeds that premium received, we may require
    additional evidence of insurability.

NET PREMIUM

The premium paid times the net premium percentage from the policy
specifications page is the net premium.

ALLOCATION OF NET PREMIUMS

You determine the allocation of net premiums among the General Account and the
Divisions of Separate Account Eleven. The minimum percentage that may be
allocated to the General Account or to any Division of Separate Account Eleven
is 5%. Percentages must be in whole numbers. The initial allocation is shown on
the policy specifications page.

For any premium received during the "right to examine policy" period, we will
initially allocate the net premium to the Division that invests exclusively in
shares of our Money Market fund. When this period expires, cash value in that
Division will be transferred to the General Account and the Divisions of
Separate Account Eleven according to the allocation percentages shown on the
policy specifications page. For any premium received after the "right to
examine policy" period, the net premium will be allocated according to the
allocation percentages shown on the policy specifications page or your most
recent allocation instructions received by us.

YOUR RIGHT TO CHANGE ALLOCATION

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

GRACE PERIOD

We will allow a grace period of 62 days. The grace period will start on any
monthly anniversary when the cash surrender value is not large enough to cover
the next monthly deduction. (Monthly deduction is defined in the Cash Values
Section.) At that time, we will send you and any assignee of record a notice.

If we do not receive a premium large enough to cover the monthly deduction by
the end of the grace period, your policy will lapse at the end of that 62 day
period and it will then terminate without cash value. Any remaining dividend
accumulations and cash value of paid-up additions will be returned to you. If
the insured dies during the grace period, any past due monthly deductions will
be deducted from the death benefit.


10405                            4.03
(9/86)


<PAGE>
<PAGE>

REINSTATEMENT

You may reinstate your lapsed policy within 5 years after the date of lapse.
This must be done before the insured's age 95. To reinstate, you must submit
the following items:

1.  A written request for reinstatement.

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

3.  A premium, which after the net premium percentage is applied, is large
    enough to cover:

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

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

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

Any loan and loan interest due on the date of lapse may be paid or reinstated.
Any loan and loan interest reinstated will cause a cash value of an equal
amount to be reinstated.

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

The surrender charge at the time of reinstatement will be the surrender charge
in effect at the time of lapse. If only a portion of the coverage is reinstated
then only the applicable portion of the surrender charge will be reinstated. We
will amend your policy to show the new surrender charge. The cash value
following reinstatement will be increased by the amount of the surrender charge
imposed at the time of lapse.



10405                            4.04
(9/86)

<PAGE>
<PAGE>

7.  DIVIDENDS

ANNUAL DIVIDENDS

While your policy is in force it may share in our divisible surplus. Each year
we will determine the share of divisible surplus, if any, accruing to your
policy. We will distribute this surplus as a dividend.

If there would have been a dividend payable at the end of the policy year in
which the insured dies, we will pay part of that dividend to the beneficiary.
The amount of the dividend payable will be for that part of the policy year
during which the insured lived.

DIVIDEND OPTIONS

You may choose one of the following options within 31 days after a dividend is
credited. If you do not, we will credit the dividend under Option 2 until such
time as you request in writing a different option. The option you choose will
remain in effect until you change it.

OPTION 1. Cash. Paid in cash.

OPTION 2. Increase Cash Value. Paid to the policy's cash value on the
          date of dividend payment. The cash value will increase by
          exactly the amount of the dividend.

          The dividend will be allocated to the General Account and the
          Divisions of Separate Account Eleven according to the current
          allocation of the net premium.

OPTION 3. Paid-Up Additions. Used to buy level paid-up insurance. You
          may surrender your paid-up additions for their cash value at
          any time. The cash value of paid-up additions is the net
          single premium for such paid-up additions at the attained age
          of the insured. This cash value will not be less than the
          dividends used to purchase such paid-up additions. Paid-up
          additions, if any, will be paid as part of the policy
          proceeds.

OPTION 4. Dividend Accumulations. Left with us to accumulate at
          interest. The interest rate will be determined by us from time
          to time. This rate will never be less than 2 1/2% a year,
          compounded annually. We will credit interest for full policy
          years only. You may elect to use dividend accumulations to pay
          premiums automatically whenever the cash value is insufficient
          to pay monthly deductions. This election may be made in the
          application or by written request. You may also withdraw the
          entire amount or any part of it in cash at any time, by making
          a proper written request. Dividend accumulations, if any, will
          be paid as part of the policy proceeds.

8.  LOANS

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

The loan value is 90% of the cash value of your policy at the date of the loan
request, reduced by:

1.  Interest on the borrowed amount at the current loan interest rate in
    advance to the next policy anniversary; and

2.  Any existing loans and loan interest due; and

3.  Any surrender charges; and

4.  Any unpaid monthly expense charges.

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

10603                            6.01
(9/86)

<PAGE>
<PAGE>

Cash value equal to the policy loan and the loan interest due on this loan
allocated to the General Account and each Division of Separate Account Eleven
will be transferred to the Loan Account, reducing the cash value accordingly.

Cash value held in the Loan Account for loan collateral will earn interest
daily at an annual rate of not less than the General Account cash value
guaranteed interest rate shown on the policy specifications page. Interest
credited on the cash value held in the Loan Account will be allocated to the
General Account and the Divisions of Separate Account Eleven in the same
proportion that the cash value in the Loan Account bears to the cash value
in each Loan SubAccount.

INDEXED LOAN INTEREST

The loan interest is charged daily at a rate we set from time to time. This
rate will never be more than the maximum permitted by law. We will not change
this rate more than once a year on your policy anniversary date.

The rate of interest we set for a policy year may not exceed a maximum limit
which is the higher of:

a.  The Published Monthly Average for the calendar month ending 2 policy
    months before the beginning of the policy month in which the policy
    anniversary falls. (Example: for a policy with a June anniversary, the
    March Published Average.); or

b.  The rate we use to compute the guaranteed cash value of this policy,
    plus 1%.

The Published Monthly Average means:

a.  Moody's Corporate Bond Yield Average-Monthly Average Corporates, as
    published by Moody's Investors Service, Inc. or any successor to that
    service; or

b.  If that average is no longer published, a substantially similar
    average, established by regulation issued by the insurance supervisory
    official of the state in which this policy is delivered.

If the maximum limit for a policy year is at least 1/2% higher than the rate
set for the previous policy year, we may increase the rate to no more than that
limit. If the maximum limit for a policy year is at least 1/2% lower than the
rate set for the previous policy year, we will reduce the rate to at least that
limit.

We will tell you the current loan interest rate when a loan is made. We will
also mail you an advance notice if there is to be a change in the loan interest
rate applicable to any existing loan balance.

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

LOAN REPAYMENTS

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

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

10603                            6.02
(9/86)

<PAGE>
<PAGE>

If you fail to make repayments when the total loan and loan interest due would
exceed the cash value, less any surrender charges and any unpaid monthly
expense charges, your policy will terminate. We will allow you a grace period
for such payment of loans and loan interest due. In such event the policy
becomes void at the end of the grace period. We will mail notice to your last
known address, the last known address of the insured, and that of any assignee
of record. This grace period will expire 62 days from the monthly anniversary
immediately before the date the total loan and loan interest exceeds the cash
value less any surrender charges and any unpaid monthly expense charges; or 31
days after such notice has been mailed, if later. After this grace period, any
remaining dividend accumulations and cash value of paid-up additions will be
returned to you.

9.  CASH VALUES

CASH VALUE

The cash value of your policy is equal to the total of:

- -  The cash value in the General Account; plus

- -  The cash value in the Divisions of Separate Account Eleven, plus

- -  the cash value in the Loan Account.

You may borrow against the loan value of your policy. The interest rate used to
calculate the interest earned on the cash values in the Loan Account securing
any policy loan will be at an effective annual rate not less than the General
Account cash value guaranteed interest rate shown on the policy specifications
page.

GENERAL ACCOUNT CASH VALUE

The cash value of the General Account as of the Investment Start Date is equal
to:

- -  The portion of the initial net premium received and allocated to the
   General Account; minus

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

The cash value of the General Account on any day after the Investment Start
Date is equal to:

- -  The cash value on the preceding business day, with interest on such
   value at the current rate; plus

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

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

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

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

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

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

- -  Any surrender charges incurred on that day; minus

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

- -  IF THAT DAY IS A MONTHLY ANNIVERSARY, the portion of the monthly
   deduction charged to the General Account, to cover the policy month
   which starts on that day.

10603                            6.03
(9/86)

<PAGE>
<PAGE>

GENERAL ACCOUNT INTEREST RATE

The interest credited to the General Account cash value for a specific day will
be at an effective annual rate not less than the General Account cash value
guaranteed interest rate shown on the policy specifications page.

SEPARATE ACCOUNT CASH VALUE

The cash value in each Division of Separate Account Eleven on the Investment
Start Date is equal to:

- -  The portion of the initial net premium received and allocated to the
   Division; minus

- -  The portion of the monthly deductions due from the issue date through
   the Investment Start Date charged to the Division.

The cash value in each Division of Separate Account Eleven on subsequent
valuation dates is equal to:

- -  The cash value in the Division on the preceding valuation date
   multiplied by that Division's net investment factor for the current
   valuation period; plus

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

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

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

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

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

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

- -  Any surrender charges incurred during the current valuation period;
   minus

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

- -  IF A MONTHLY ANNIVERSARY OCCURS DURING THE CURRENT VALUATION PERIOD,
   the portion of the monthly deduction charged to the Division during
   the current valuation period to cover the policy month which starts
   during that valuation period.

NET INVESTMENT FACTOR

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

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

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

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

- -  Any amount charged against each Division for taxes, or any amount we set
   aside during the valuation period as a reserve for taxes attributable to
   the operation or maintenance of each Division; minus

- -  A charge not to exceed .002319% for each day in the valuation period. This
   corresponds to 0.85% per year for mortality and expense risks; divided by

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

10603                            6.04
(9/86)

<PAGE>
<PAGE>

LOAN ACCOUNT CASH VALUE

The cash value of the Loan Account as of the Investment Start Date is zero.

The cash value of the Loan Account on any day after the Investment Start Date
is equal to:

- -  The cash value of the Loan Account on the preceding business day, with
   interest; plus

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

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

- -  Any loan repayments on that day.

MONTHLY COST OF INSURANCE

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

1.  The monthly cost of insurance rate.

2.  The death benefit at the beginning of the policy month divided by the
    monthly cost of insurance factor shown on the policy specifications page.


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

If the contract type is level and if there has been an increase in the face
amount, then the cash value will first be considered a part of the face amount
when the policy was issued. If the cash value is greater than the initial face
amount, the excess cash value will then be considered a part of each increase
in order, starting with the first increase.

MONTHLY COST OF INSURANCE RATES

At the beginning of each policy year, the monthly cost of insurance rate is
determined for the initial face amount and each increase in face amount. The
monthly cost of insurance rate is based on the attained age and rate class for
the initial face amount and each increase in face amount. For each increase in
face amount the monthly cost of insurance rate may also be based on the number
of completed years from the effective date of such increase. For the initial
face amount, we will use the rate class on the date of issue. For each
increase, we will use the rate class applicable to the increase. If the death
benefit equals a percentage of the cash value, any increase in cash value will
cause an automatic increase in the death benefit. The rate class for such
increase will be the same as that used for the most recent increase that
required proof that the insured was insurable by our standards.

The monthly cost of insurance rates will never exceed the rates shown on the
Table of Guaranteed Monthly Cost of Insurance Rates page divided by 1,000. Any
change in the cost of insurance rates will apply to all persons of the same
age, sex, and classification whose initial face amounts or increases in face
amount have been in force for the same length of time.

MONTHLY EXPENSE CHARGE

The monthly expense charge is the initial face amount of the policy or the face
amount for any increase times the monthly expense charge rate, divided by 1000.
The monthly expense charge rate for the initial face amount of the policy and
for any increase in face amount is shown on the policy specifications page.
This charge applies to the first 12 policy months. It also applies to any
increase in the face amount for the 12 policy months following the effective
date of the increase.

MONTHLY POLICY CHARGE

The amount of the monthly policy charge will never exceed the amounts shown on
the policy specifications page.


10603                            6.05
(9/86)


<PAGE>
<PAGE>

MONTHLY DEDUCTION

The monthly deduction is:

1.  The monthly cost of insurance; plus

2.  The monthly cost of insurance for any rider included with this policy;
    plus

3.  The monthly expense charge multiplied by the face amount divided by
    1,000; plus

4.  The monthly policy charge.

The monthly deduction for a policy month will be allocated among the General
Account and the Divisions of Separate Account Eleven in the same proportion
that the cash value in the General Account and the cash value in each
Division bear to the total cash value of the policy, minus the cash value
in the Loan Account on the monthly anniversary.

CASH SURRENDER VALUE

The cash surrender value of this policy is:

1.  The cash value at the time of surrender; minus

2.  Any loan and loan interest accrued; minus

3.  Any surrender charge; minus

4.  Any unpaid Monthly expense charges.

SURRENDER

You may surrender your policy for its cash surrender value plus the cash value
of any paid-up additions, dividend due and dividend accumulations at any time
during the lifetime of the insured. We will determine the cash surrender value
as of the date we receive your written request. The cash surrender value will
not be reduced by any monthly deduction due on that date for a subsequent
policy month.

PARTIAL WITHDRAWAL

After the first policy year, you can make a partial withdrawal of cash subject
to the following conditions:

GENERAL ACCOUNT PARTIAL WITHDRAWAL

- -  You may make up to four partial withdrawals or transfers in any policy year.

- -  The minimum amount of your net partial withdrawal request at any one time
   must be at least $500 of your account.

- -  The maximum amount of all net partial withdrawals and transfers from
   the General Account in any policy year will be subject to a withdrawal
   percentage limit of the cash surrender value of the General Account at
   the beginning of that policy year. The General Account withdrawal
   percentage limit is shown on the policy specifications page.

SEPARATE ACCOUNT PARTIAL WITHDRAWALS

- -  You may make up to one partial withdrawal each policy month.

- -  The minimum amount of your net partial withdrawal request at any one
   time must be at least $500 of a Division or your entire balance in
   that Division, if smaller.

- -  The maximum amount of your net partial withdrawal from any one of the
   Divisions or Separate Account Eleven in any policy year will be the
   cash surrender value of that Division.

ALLOCATION OF PARTIAL WITHDRAWALS

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

10603                            6.06
(9/86)


<PAGE>
<PAGE>

If the contract type is level and the death benefit equals the face amount,
then a partial withdrawal will decrease the face amount by an amount equal to
the partial withdrawal plus the applicable surrender charge. This surrender
charge will be allocated among the General Account and the Divisions of
Separate Account Eleven in the same proportion that the partial withdrawal was
allocated among the General Account and the Divisions of Separate Account
Eleven. If the death benefit equals a percentage of the cash value then a
partial withdrawal will decrease the face amount by any amount in which the
partial withdrawal plus the applicable surrender charge exceeds the difference
between the death benefit and the face amount. The face amount will be
decreased in the following order:

1.  The face amount at issue; and

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

No partial withdrawal will be processed which will result in the face amount
being decreased below the minimum face amount shown on the policy
specifications page.

We reserve the right to change the minimum amount or the number of times you
may make a partial withdrawal. We also may assess a transaction charge for a
withdrawal.

SURRENDER CHARGE

The surrender charge for the first policy year will be the lesser of:

1.  24% of actual premiums paid to meet our minimum premium requirements; or

2.  24% of the target premium. The target premium is shown on the surrender
    charge schedule page.

This amount will be used to determine the surrender charge for any decrease in
face amount or full cash surrender in subsequent years.

The actual surrender charge amount for an increase in face amount during the
twelve policy months following any increase will be the lesser of:

1.  24% of the premium allocated to that increase; or

2.  24% of the target premium for the increase. The target premium for the
    increase will be shown on the surrender charge schedule page for the
    increase.

This amount will be used to determine the surrender charge for any decrease in
face amount or full cash surrender in subsequent years.

The premium allocated to an increase for purposes of determining the surrender
charge will be based on the rules established by the Securities and Exchange
Commission.

A surrender charge will apply to any decrease in face amount. A decrease in
face amount may decrease some or all of the initial face amount and increases
in face amount as provided in Section 5. A partial withdrawal may cause a
decrease in face amount as provided above and, therefore, a surrender charge
may be taken. The amount of the surrender charge applied because of a decrease
in face amount is defined on the surrender charge schedule page for the face
amount being decreased. The surrender charge will be allocated among the
General Account and the Divisions of Separate Account Eleven in the same
proportion that the cash value in the General Account and the cash value in
each Division bears to the total cash value of the policy minus the cash value
in the Loan Account.

POSTPONEMENT OF PAYMENTS

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

10603                            6.07
(9/86)

1.  The New York Stock Exchange or our home office are closed (other than
    customary weekend and holiday closing) or trading on the New York Stock
    Exchange is restricted as determined by the Securities and Exchange
    Commission;

2.  The Securities and Exchange Commission, by order, permits postponement for
    the protection of policy owners; or

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

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

Transfers may also be postponed under the circumstances listed above.

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

CONTINUATION OF INSURANCE

If all premium payments cease, the insurance provided under this policy,
including benefits provided by any rider attached to this policy will continue
in accordance with the provisions of this policy for as long as the cash
surrender value is sufficient to cover the monthly deductions. Any remaining
cash surrender value plus the cash value of any paid-up additions, dividend due
and dividend accumulations will be payable on the maturity date.

BASIS OF COMPUTATION

The minimum cash values and net single premiums are based on 1) the 1980
Commissioners Standard Ordinary Male and Female, Smoker or Non-Smoker
Mortality Tables, age nearest birthday; and 2) compound interest at the rate
shown on the policy specifications page.

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

10603                            6.08
(9/86)

<PAGE>
<PAGE>

10.  PAYMENT OF POLICY BENEFITS

PAYMENT

Payment will be made as provided on the face page.

If a beneficiary entitled to proceeds dies after the insured, and

1.  no settlement option elected by you is in effect, and

2.  the deceased beneficiary has not chosen an option or requested the
    proceeds in cash,

his or her proceeds will be paid as though he or she died before the insured.

INTEREST ON PROCEEDS

We will pay interest on single sum proceeds from the date of the insured's
death to the date of payment. Interest will be at an annual rate determined
by us, but never less than the Guaranteed Settlement Option rate.

SETTLEMENT OPTIONS

(See Settlement Option Tables at the end of this section.) Upon the maturity
or surrender of this policy or upon death of the insured the proceeds may be
placed under any of the following options:

OPTION A.  Life Income.

           We will pay equal monthly installments as long as the payee lives.

OPTION B.  Life Income for Two Lives.

           We will pay monthly installments jointly and to two named payees if
           both are living when the installments become payable. One payee will
           be designated as primary payee. Full installments will continue so
           long as the primary payee is living. If the primary payee dies after
           installments begin, full installments or installments of 1/2 or 2/3,
           (whichever you elected when applying for this option) will continue
           to the other payee during his or her lifetime.

OPTION C.  Income for Specified Number of Years and Life thereafter.

           We will pay monthly installments beginning on the effective date of
           the option and continuing for 5, 10, 15 or 20 years certain, as may
           be chosen, and after that during the payee's lifetime.

OPTION D.  Life Income With Cash Refund.

           We will pay equal monthly installments as long as the payee lives.
           If the payee dies before the total amounts paid equal the proceeds
           applied, we will pay the difference in one sum.

OPTION E.  Installments of a Specified Amount.

           We will pay installments at dates and in amounts chosen by the payee
           with our approval. We will continue to make payments until all of
           the proceeds, with interest, are paid. The final payment will not
           exceed the unpaid balance.

OPTION F.  Income for Specified Number of Years.

           We will pay monthly installments beginning on the effective date of
           the option and continuing for a specified number of years, not to
           exceed 30 years.

OPTION G.  Interest.

           We will hold the proceeds on deposit during the payee's lifetime
           or for any other period selected with our approval. Interest may
           be accumulated or received in monthly, quarterly, semiannual, or
           annual payments, as may be chosen. Interest begins to accrue as
           of the effective date of the option.

ELECTION OF SETTLEMENT OPTIONS

Prior to the maturity of the policy, you may choose a settlement option. After
the maturity of the policy, a person entitled to receive payment in one sum
may choose an option for his or her benefit, if you have not already done so.
With our consent, an option may be chosen for the benefit of another payee.

For you to choose an option, we must receive your written request at our home
office. If the request is satisfactory to us, we will issue a written agreement
showing the option you elected. The effective date of the election will be the
date of the request, the date of issue of the policy, or the date the person
who is making the election signed the agreement, whichever is the latest.

You may change or revoke an option during the lifetime of the insured.

00702                            7.01
(9/86)


<PAGE>
<PAGE>


PAYEE

A person who receives benefits under an option is a payee. Except for a legal
guardian, a payee must be a natural person receiving benefits in his or her
own right. With our consent, the payee may be a trustee, assignee,
corporation, or partnership.

GUARANTEED SETTLEMENT OPTION INTEREST RATE

We use a guaranteed effective annual rate of 4% in computing payments under
all options. We may pay interest in excess of this amount.

MINIMUM AMOUNTS (FOR EACH PAYEE)

The minimum amount that can be placed under an option and the minimum amount
of any payments under an option will be based on our rules at the time the
option is to become effective.

The required minimum amount to be placed under an option will never be more
than $5,000, nor shall the minimum amount of any payment be set at more than
$50 per month.

LIFE INCOME OPTIONS

Life Income Options are based on the payee's sex and age nearest birthday on
the settlement option effective date. We have the right to require
satisfactory proof of age and sex. If age or sex has been incorrectly stated,
the proper adjustment in payments will be made. We may also require proof
that the payee is living on any payment due date.

DEATH OF PAYEE

If a payee dies, any amount still payable under an option will be paid as
they become due to the surviving or next succeeding payee. If no designated
payee survives, any amounts payable in one sum, or the commuted value of any
unpaid installments, will be paid in one sum to the estate of the last payee
to die.

FIRST PAYMENT

We will make the first payment under an option other than Option G as of the
option effective date. We will pay interest under Option G at the end of each
period selected for payment.

RIGHTS UNDER SETTLEMENT OPTIONS

No payee has the right to make any change in the provisions of the agreement
or to receive the proceeds in any manner other than that stated in the
agreement, unless such right was reserved in the agreement. The right may be
reserved to the payee to withdraw all or part of any amount held under
Options G and E, including any interest, or the commuted value of any unpaid
installments under Option F. We will not make any payments in advance, nor
commute installments under any life income option. Under a partial withdrawal
right, the number of withdrawals allowed per year and the minimum amount of
each withdrawal shall be determined by our rules in effect at the time of the
request for a partial withdrawal.

BASIS OF COMMUTATION

Commutation of installments will be at the effective annual rate of 4%
compounded annually.

CONTINGENT PAYEE

The payee may name contingent payees, subject to any restrictions under a
settlement option chosen during the insured's lifetime, under the following
conditions:

1.  If you are the payee; or

2.  If the payee has the right to withdraw the entire amount under the
    option, even though contingent payees may have been previously named; or

3.  If at any time after the insured's death and during the option period no
    previously named contingent payee is living.

Designations made by the payee under these provisions may be changed by the
payee. Such changes must be made by written request satisfactory to us.
Changes will only take effect when we accept them in writing at our home
office. At that time, the contingent interest of any other person is
terminated as of the date the payee signed the request, whether or not the
payee is living when we receive the request.

EXTENDED PROVISIONS

Provisions for settlement of proceeds different from those stated in this
policy may only be made upon written agreement with us.

COMPANY LIABILITY

We will be fully discharged by any payment we make when a written request for
an election, change, or revocation was made and is received in our home
office.

00702                            7.02
(9/86)

<PAGE>
<PAGE>
<TABLE>
                                                     SETTLEMENT OPTION TABLES

                                                         FOR EACH $1,000

- ----------------------------------------------------------------------------------------------------------------------------------
                                                       OPTION A-LIFE INCOME
- ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
  AGE OF PAYEE                    AGE OF PAYEE                    AGE OF PAYEE                    AGE OF PAYEE
- ----------------    MONTHLY     ----------------    MONTHLY     ----------------    MONTHLY     ----------------    MONTHLY
 MALE    FEMALE   INSTALLMENTS   MALE    FEMALE   INSTALLMENTS   MALE    FEMALE   INSTALLMENTS   MALE    FEMALE   INSTALLMENTS
- ----------------------------------------------------------------------------------------------------------------------------------
<S>      <C>         <C>          <C>      <C>       <C>          <C>      <C>       <C>          <C>      <C>       <C>
10<F*>   15<F*>      $3.58        30       35        $3.99        50       55        $5.09        70       75        $8.30
11       16           3.59        31       36         4.02        51       56         5.17        71       76         8.60
12       17           3.61        32       37         4.05        52       57         5.27        72       77         8.93
13       18           3.62        33       38         4.09        53       58         5.36        73       78         9.28
14       19           3.63        34       39         4.13        54       59         5.46        74       79         9.67
- ----------------------------------------------------------------------------------------------------------------------------------
15       20           3.65        35       40         4.16        55       60         5.57        75       80        10.08
16       21           3.67        36       41         4.21        56       61         5.68        76       81        10.53
17       22           3.68        37       42         4.25        57       62         5.80        77       82        11.02
18       23           3.70        38       43         4.30        58       63         5.93        78       83        11.54
19       24           3.72        39       44         4.35        59       64         6.06        79       84        12.11
- ----------------------------------------------------------------------------------------------------------------------------------
20       25           3.74        40       45         4.40        60       65         6.20        80     85 AND      12.73
21       26           3.76        41       46         4.45        61       66         6.35        81      OVER       13.41
22       27           3.78        42       47         4.51        62       67         6.51        82                 14.14
23       28           3.80        43       48         4.57        63       68         6.69        83                 14.95
24       29           3.82        44       49         4.63        64       69         6.87        84                 15.84
- ----------------------------------------------------------------------------------------------------------------------------------
25       30           3.85        45       50         4.70        65       70         7.07      85 AND               16.82
26       31           3.87        46       51         4.77        66       71         7.28       OVER
27       32           3.90        47       52         4.84        67       72         7.51
28       33           3.93        48       53         4.92        68       73         7.75
29       34           3.95        49       54         5.00        69       74         8.01
- ----------------------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------------------
                                   OPTION B-MONTHLY INSTALLMENTS-JOINT AND ONE-HALF TO SECONDARY PAYEE
- ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
 AGE OF PRIMARY
    PAYEE <F**>                                        AGE OF SECONDARY PAYEE <F**>
- ----------------------------------------------------------------------------------------------------------------------------------
 MALE              45          46          47          48          49          50          51          52          53          54
- ----------------------------------------------------------------------------------------------------------------------------------
       FEMALE      50          51          52          53          54          55          56          57          58          59
- ----------------------------------------------------------------------------------------------------------------------------------
  <S>    <C>    <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>
  50     55     $4.64       $4.66       $4.68       $4.70       $4.72       $4.74       $4.75       $4.77       $4.78       $4.79
  51     56      4.68        4.71        4.73        4.75        4.77        4.79        4.81        4.83        4.84        4.85
  52     57      4.73        4.75        4.78        4.80        4.82        4.84        4.87        4.88        4.90        4.92
  53     58      4.77        4.80        4.82        4.85        4.87        4.90        4.92        4.94        4.96        4.98
  54     59      4.81        4.84        4.87        4.90        4.93        4.95        4.98        5.00        5.02        5.05
- ----------------------------------------------------------------------------------------------------------------------------------
  55     60      4.86        4.89        4.92        4.95        4.98        5.01        5.04        5.06        5.09        5.11
  56     61      4.90        4.94        4.97        5.00        5.03        5.06        5.09        5.12        5.15        5.18
  57     62      4.95        4.98        5.02        5.05        5.09        5.12        5.15        5.18        5.21        5.24
  58     63      5.00        5.03        5.07        5.11        5.14        5.18        5.21        5.24        5.28        5.31
  59     64      5.05        5.09        5.12        5.16        5.20        5.23        5.27        5.31        5.34        5.38
- ----------------------------------------------------------------------------------------------------------------------------------
  60     65      5.10        5.14        5.18        5.21        5.25        5.29        5.33        5.37        5.41        5.45
  61     66      5.15        5.19        5.23        5.27        5.31        5.35        5.40        5.44        5.48        5.52
  62     67      5.21        5.25        5.29        5.33        5.37        5.42        5.46        5.50        5.55        5.59
  63     68      5.27        5.31        5.35        5.39        5.44        5.48        5.53        5.57        5.62        5.67
  64     69      5.33        5.37        5.41        5.46        5.50        5.55        5.60        5.65        5.69        5.74
- ----------------------------------------------------------------------------------------------------------------------------------
  65     70      5.39        5.43        5.48        5.52        5.57        5.62        5.67        5.72        5.77        5.82
  66     71      5.45        5.50        5.55        5.59        5.64        5.69        5.74        5.80        5.85        5.90
  67     72      5.52        5.57        5.62        5.67        5.72        5.77        5.82        5.87        5.93        5.99
  68     73      5.59        5.64        5.69        5.74        5.79        5.85        5.90        5.96        6.01        6.07
  69     74      5.66        5.71        5.76        5.82        5.87        5.92        5.98        6.04        6.10        6.16
- ----------------------------------------------------------------------------------------------------------------------------------
  70     75      5.74        5.79        5.84        5.89        5.95        6.01        6.07        6.13        6.19        6.25
  71     76      5.81        5.86        5.92        5.97        6.03        6.09        6.15        6.22        6.28        6.35
  72     77      5.89        5.94        6.00        6.06        6.12        6.18        6.24        6.31        6.37        6.44
  73     78      5.97        6.03        6.08        6.14        6.20        6.27        6.33        6.40        6.47        6.54
  74     79      6.05        6.11        6.17        6.23        6.29        6.36        6.43        6.50        6.57        6.64
- ----------------------------------------------------------------------------------------------------------------------------------
  75     80      6.14        6.20        6.26        6.32        6.39        6.45        6.52        6.60        6.67        6.75
- ----------------------------------------------------------------------------------------------------------------------------------


<PAGE>
- ----------------------------------------------------------------------------------------------------------------------------
                                OPTION B-MONTHLY INSTALLMENTS-JOINT AND ONE-HALF TO SECONDARY PAYEE
- ----------------------------------------------------------------------------------------------------------------------------
<CAPTION>
 AGE OF PRIMARY
    PAYEE <F**>                                         AGE OF SECONDARY PAYEE <F**>
- ----------------------------------------------------------------------------------------------------------------------------
 MALE            55         56        57         58        59         60        61         62        63         64        65
- ----------------------------------------------------------------------------------------------------------------------------
       FEMALE    60         61        62         63        64         65        66         67        68         69        70
- ----------------------------------------------------------------------------------------------------------------------------
  <S>    <C>  <C>        <C>       <C>        <C>       <C>        <C>       <C>        <C>       <C>        <C>       <C>
  50     55   $4.80      $4.81     $4.82      $4.83     $4.83      $4.84     $4.85      $4.85     $4.86      $4.86     $4.87
  51     56    4.87       4.88      4.89       4.90      4.90       4.91      4.92       4.93      4.93       4.94      4.94
  52     57    4.93       4.95      4.96       4.97      4.98       4.99      5.00       5.00      5.01       5.02      5.02
  53     58    5.00       5.01      5.03       5.04      5.05       5.06      5.07       5.08      5.09       5.10      5.11
  54     59    5.07       5.08      5.10       5.12      5.13       5.14      5.15       5.17      5.18       5.18      5.19
- ----------------------------------------------------------------------------------------------------------------------------
  55     60    5.13       5.15      5.17       5.19      5.21       5.22      5.24       5.25      5.26       5.27      5.28
  56     61    5.20       5.23      5.25       5.27      5.29       5.31      5.32       5.34      5.35       5.36      5.38
  57     62    5.27       5.30      5.32       5.35      5.37       5.39      5.41       5.43      5.44       5.46      5.47
  58     63    5.34       5.37      5.40       5.43      5.45       5.48      5.50       5.52      5.54       5.55      5.57
  59     64    5.41       5.45      5.48       5.51      5.54       5.56      5.59       5.61      5.63       5.65      5.67
- ----------------------------------------------------------------------------------------------------------------------------
  60     65    5.48       5.52      5.56       5.59      5.62       5.65      5.68       5.71      5.73       5.76      5.78
  61     66    5.56       5.60      5.64       5.67      5.71       5.74      5.78       5.81      5.84       5.86      5.89
  62     67    5.63       5.68      5.72       5.76      5.80       5.84      5.87       5.91      5.94       5.97      6.00
  63     68    5.71       5.76      5.80       5.85      5.89       5.93      5.97       6.01      6.05       6.08      6.12
  64     69    5.79       5.84      5.89       5.94      5.98       6.03      6.07       6.12      6.16       6.20      6.24
- ----------------------------------------------------------------------------------------------------------------------------
  65     70    5.87       5.92      5.98       6.03      6.08       6.13      6.18       6.23      6.27       6.32      6.36
  66     71    5.96       6.01      6.07       6.12      6.18       6.23      6.28       6.34      6.39       6.44      6.49
  67     72    6.04       6.10      6.16       6.22      6.28       6.33      6.39       6.45      6.51       6.56      6.62
  68     73    6.13       6.19      6.25       6.32      6.38       6.44      6.50       6.57      6.63       6.69      6.75
  69     74    6.22       6.29      6.35       6.42      6.48       6.55      6.62       6.68      6.75       6.82      6.89
- ----------------------------------------------------------------------------------------------------------------------------
  70     75    6.32       6.38      6.45       6.52      6.59       6.66      6.73       6.81      6.88       6.95      7.02
  71     76    6.41       6.48      6.55       6.63      6.70       6.77      6.85       6.93      7.01       7.08      7.17
  72     77    6.51       6.58      6.66       6.73      6.81       6.89      6.97       7.05      7.14       7.22      7.31
  73     78    6.61       6.69      6.77       6.85      6.93       7.01      7.10       7.18      7.27       7.36      7.46
  74     79    6.72       6.80      6.88       6.96      7.04       7.13      7.22       7.32      7.41       7.51      7.61
- ----------------------------------------------------------------------------------------------------------------------------
  75     80    6.82       6.91      6.99       7.08      7.17       7.26      7.35       7.45      7.55       7.65      7.76
- ----------------------------------------------------------------------------------------------------------------------------

 <FN>
 <F*>AND UNDER
<F**>FOR ADDITIONAL AGE COMBINATIONS, THE PROPER RATES WILL BE PROVIDED UPON REQUEST TO THE HOME OFFICE.
</TABLE>

00702                                                       7.03
(9/86)

<PAGE>
<PAGE>
<TABLE>
                                                SETTLEMENT OPTION TABLES-CONTINUED

                                                          FOR EACH $1,000

- ----------------------------------------------------------------------------------------------------------------------------------
                              OPTION B-MONTHLY INSTALLMENTS-JOINT AND TWO-THIRDS TO SECONDARY PAYEE
- ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
 AGE OF PRIMARY
    PAYEE <F**>                                            AGE OF SECONDARY PAYEE <F**>
- ----------------------------------------------------------------------------------------------------------------------------------
 MALE              45          46          47          48          49          50          51          52          53          54
- ----------------------------------------------------------------------------------------------------------------------------------
       FEMALE      50          51          52          53          54          55          56          57          58          59
- ----------------------------------------------------------------------------------------------------------------------------------
  <S>    <C>    <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>
  50     55     $4.51       $4.54       $4.56       $4.59       $4.61       $4.63       $4.65       $4.67       $4.69       $4.70
  51     56      4.54        4.57        4.60        4.63        4.65        4.68        4.70        4.72        4.74        4.76
  52     57      4.57        4.60        4.63        4.66        4.69        4.72        4.74        4.77        4.79        4.81
  53     58      4.60        4.63        4.67        4.70        4.73        4.76        4.79        4.82        4.84        4.87
  54     59      4.63        4.67        4.70        4.74        4.77        4.80        4.83        4.86        4.89        4.92
- ----------------------------------------------------------------------------------------------------------------------------------
  55     60      4.66        4.70        4.74        4.77        4.81        4.84        4.88        4.91        4.94        4.97
  56     61      4.69        4.73        4.77        4.81        4.85        4.88        4.92        4.96        4.99        5.03
  57     62      4.72        4.76        4.80        4.84        4.88        4.93        4.97        5.00        5.04        5.08
  58     63      4.75        4.79        4.84        4.88        4.92        4.97        5.01        5.05        5.09        5.13
  59     64      4.78        4.83        4.87        4.92        4.96        5.01        5.05        5.10        5.14        5.18
- ----------------------------------------------------------------------------------------------------------------------------------
  60     65      4.81        4.86        4.91        4.95        5.00        5.05        5.09        5.14        5.19        5.23
  61     66      4.85        4.89        4.94        4.99        5.04        5.09        5.14        5.19        5.24        5.29
  62     67      4.88        4.93        4.98        5.03        5.08        5.13        5.18        5.23        5.29        5.34
  63     68      4.92        4.97        5.02        5.07        5.12        5.17        5.23        5.28        5.34        5.39
  64     69      4.96        5.00        5.06        5.11        5.16        5.22        5.27        5.33        5.39        5.44
- ----------------------------------------------------------------------------------------------------------------------------------
  65     70      4.99        5.04        5.10        5.15        5.20        5.26        5.32        5.38        5.44        5.50
  66     71      5.03        5.08        5.14        5.19        5.25        5.31        5.37        5.43        5.49        5.55
  67     72      5.07        5.13        5.18        5.24        5.29        5.35        5.42        5.48        5.54        5.61
  68     73      5.11        5.17        5.22        5.28        5.34        5.40        5.47        5.53        5.60        5.66
  69     74      5.16        5.21        5.27        5.33        5.39        5.45        5.52        5.58        5.65        5.72
- ----------------------------------------------------------------------------------------------------------------------------------
  70     75      5.20        5.26        5.31        5.37        5.44        5.50        5.57        5.64        5.71        5.78
  71     76      5.24        5.30        5.36        5.42        5.49        5.55        5.62        5.69        5.76        5.84
  72     77      5.29        5.35        5.41        5.47        5.54        5.60        5.67        5.74        5.82        5.89
  73     78      5.34        5.40        5.46        5.52        5.59        5.66        5.73        5.80        5.88        5.95
  74     79      5.38        5.44        5.51        5.57        5.64        5.71        5.78        5.86        5.93        6.01
- ----------------------------------------------------------------------------------------------------------------------------------
  75     80      5.43        5.49        5.56        5.62        5.69        5.76        5.84        5.91        5.99        6.08
- ----------------------------------------------------------------------------------------------------------------------------------


                                               SETTLEMENT OPTION TABLES-CONTINUED

                                                         FOR EACH $1,000

- ----------------------------------------------------------------------------------------------------------------------------
                             OPTION B-MONTHLY INSTALLMENTS-JOINT AND TWO-THIRDS TO SECONDARY PAYEE
- ----------------------------------------------------------------------------------------------------------------------------
<CAPTION>
 AGE OF PRIMARY
    PAYEE <F**>                                        AGE OF SECONDARY PAYEE <F**>
- ----------------------------------------------------------------------------------------------------------------------------
 MALE            55         56        57         58        59         60        61         62        63         64        65
- ----------------------------------------------------------------------------------------------------------------------------
       FEMALE    60         61        62         63        64         65        66         67        68         69        70
- ----------------------------------------------------------------------------------------------------------------------------
  <S>    <C>  <C>        <C>       <C>        <C>       <C>        <C>       <C>        <C>       <C>        <C>       <C>
  50     55   $4.71      $4.73     $4.74      $4.75     $4.75      $4.76     $4.77      $4.78     $4.78      $4.79     $4.80
  51     56    4.77       4.79      4.80       4.81      4.82       4.83      4.84       4.85      4.86       4.86      4.87
  52     57    4.83       4.85      4.86       4.88      4.89       4.90      4.91       4.92      4.93       4.94      4.95
  53     58    4.89       4.91      4.93       4.94      4.96       4.97      4.98       5.00      5.01       5.02      5.03
  54     59    4.94       4.97      4.99       5.01      5.03       5.04      5.06       5.07      5.09       5.10      5.11
- ----------------------------------------------------------------------------------------------------------------------------
  55     60    5.00       5.03      5.05       5.08      5.10       5.12      5.13       5.15      5.17       5.18      5.19
  56     61    5.06       5.09      5.12       5.14      5.17       5.19      5.21       5.23      5.25       5.26      5.28
  57     62    5.11       5.15      5.18       5.21      5.24       5.26      5.29       5.31      5.33       5.35      5.37
  58     63    5.17       5.21      5.24       5.28      5.31       5.34      5.37       5.39      5.42       5.44      5.46
  59     64    5.23       5.27      5.31       5.34      5.38       5.41      5.45       5.48      5.50       5.53      5.55
- ----------------------------------------------------------------------------------------------------------------------------
  60     65    5.28       5.33      5.37       5.41      5.45       5.49      5.53       5.56      5.59       5.62      5.65
  61     66    5.34       5.38      5.43       5.48      5.52       5.56      5.61       5.64      5.68       5.72      5.75
  62     67    5.39       5.44      5.49       5.54      5.59       5.64      5.69       5.73      5.77       5.81      5.85
  63     68    5.45       5.50      5.56       5.61      5.66       5.72      5.77       5.82      5.86       5.91      5.95
  64     69    5.50       5.56      5.62       5.68      5.74       5.79      5.85       5.90      5.95       6.00      6.05
- ----------------------------------------------------------------------------------------------------------------------------
  65     70    5.56       5.62      5.68       5.74      5.81       5.87      5.93       5.99      6.05       6.10      6.16
  66     71    5.62       5.68      5.75       5.81      5.88       5.94      6.01       6.07      6.14       6.20      6.26
  67     72    5.67       5.74      5.81       5.88      5.95       6.02      6.09       6.16      6.23       6.30      6.37
  68     73    5.73       5.80      5.87       5.95      6.02       6.10      6.17       6.25      6.32       6.40      6.47
  69     74    5.79       5.86      5.94       6.02      6.09       6.17      6.25       6.33      6.42       6.50      6.58
- ----------------------------------------------------------------------------------------------------------------------------
  70     75    5.85       5.93      6.01       6.08      6.17       6.25      6.33       6.42      6.51       6.60      6.68
  71     76    5.91       5.99      6.07       6.15      6.24       6.33      6.42       6.51      6.60       6.69      6.79
  72     77    5.97       6.05      6.14       6.22      6.31       6.40      6.50       6.59      6.69       6.79      6.89
  73     78    6.03       6.12      6.20       6.29      6.39       6.48      6.58       6.68      6.78       6.89      7.00
  74     79    6.10       6.18      6.27       6.36      6.46       6.56      6.66       6.77      6.88       6.99      7.10
- ----------------------------------------------------------------------------------------------------------------------------
  75     80    6.16       6.25      6.34       6.44      6.53       6.64      6.74       6.85      6.97       7.09      7.21
- ----------------------------------------------------------------------------------------------------------------------------


                                OPTION B-MONTHLY INSTALLMENTS-JOINT AND EQUAL TO SECONDARY PAYEE
- ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
 AGE OF PRIMARY
    PAYEE <F**>                                            AGE OF SECONDARY PAYEE <F**>
- ----------------------------------------------------------------------------------------------------------------------------------
 MALE              45          46          47          48          49          50          51          52          53          54
- ----------------------------------------------------------------------------------------------------------------------------------
       FEMALE      50          51          52          53          54          55          56          57          58          59
- ----------------------------------------------------------------------------------------------------------------------------------
  <S>    <C>    <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>
  50     55     $4.27       $4.30       $4.34       $4.37       $4.40       $4.43       $4.46       $4.49       $4.51       $4.53
  51     56      4.28        4.32        4.36        4.39        4.43        4.46        4.49        4.52        4.55        4.57
  52     57      4.29        4.33        4.37        4.41        4.45        4.49        4.52        4.55        4.58        4.61
  53     58      4.30        4.34        4.38        4.43        4.47        4.51        4.55        4.58        4.62        4.65
  54     59      4.30        4.35        4.39        4.44        4.49        4.53        4.57        4.61        4.65        4.69
- ----------------------------------------------------------------------------------------------------------------------------------
  55     60      4.31        4.36        4.40        4.45        4.50        4.55        4.59        4.64        4.68        4.72
  56     61      4.31        4.36        4.41        4.46        4.51        4.56        4.61        4.66        4.71        4.75
  57     62      4.32        4.37        4.42        4.47        4.53        4.58        4.63        4.68        4.73        4.78
  58     63      4.32        4.37        4.43        4.48        4.54        4.59        4.65        4.70        4.76        4.81
  59     64      4.33        4.38        4.43        4.49        4.55        4.60        4.66        4.72        4.78        4.83
- ----------------------------------------------------------------------------------------------------------------------------------
  60     65      4.33        4.38        4.44        4.50        4.56        4.62        4.68        4.74        4.80        4.86
  61     66      4.33        4.39        4.45        4.51        4.57        4.63        4.69        4.75        4.81        4.88
  62     67      4.34        4.40        4.45        4.51        4.57        4.64        4.70        4.77        4.83        4.90
  63     68      4.34        4.40        4.46        4.52        4.58        4.65        4.71        4.78        4.85        4.92
  64     69      4.35        4.41        4.47        4.53        4.59        4.66        4.72        4.79        4.86        4.93
- ----------------------------------------------------------------------------------------------------------------------------------
  65     70      4.35        4.41        4.47        4.53        4.60        4.67        4.73        4.80        4.88        4.95
  66     71      4.36        4.42        4.48        4.54        4.61        4.67        4.74        4.81        4.89        4.96
  67     72      4.37        4.42        4.49        4.55        4.62        4.68        4.75        4.83        4.90        4.98
  68     73      4.37        4.43        4.49        4.56        4.62        4.69        4.76        4.84        4.91        4.99
  69     74      4.38        4.44        4.50        4.56        4.63        4.70        4.77        4.85        4.92        5.00
- ----------------------------------------------------------------------------------------------------------------------------------
  70     75      4.38        4.44        4.51        4.57        4.64        4.71        4.78        4.86        4.93        5.02
  71     76      4.39        4.45        4.51        4.58        4.65        4.72        4.79        4.87        4.94        5.03
  72     77      4.39        4.45        4.52        4.58        4.65        4.72        4.80        4.87        4.95        5.04
  73     78      4.40        4.46        4.52        4.59        4.66        4.73        4.81        4.88        4.96        5.05
  74     79      4.41        4.47        4.53        4.60        4.67        4.74        4.81        4.89        4.97        5.06
- ----------------------------------------------------------------------------------------------------------------------------------
  75     80      4.41        4.47        4.54        4.60        4.67        4.75        4.82        4.90        4.98        5.07
- ----------------------------------------------------------------------------------------------------------------------------------



                                OPTION B-MONTHLY INSTALLMENTS-JOINT AND EQUAL TO SECONDARY PAYEE
- ----------------------------------------------------------------------------------------------------------------------------
<CAPTION>
 AGE OF PRIMARY
    PAYEE <F**>                                        AGE OF SECONDARY PAYEE <F**>
- ----------------------------------------------------------------------------------------------------------------------------
 MALE            55         56        57         58        59         60        61         62        63         64        65
- ----------------------------------------------------------------------------------------------------------------------------
       FEMALE    60         61        62         63        64         65        66         67        68         69        70
- ----------------------------------------------------------------------------------------------------------------------------
  <S>    <C>  <C>        <C>       <C>        <C>       <C>        <C>       <C>        <C>       <C>        <C>       <C>
  50     55   $4.55      $4.56     $4.58      $4.59     $4.60      $4.62     $4.63      $4.64     $4.65      $4.66     $4.67
  51     56    4.59       4.61      4.63       4.65      4.66       4.68      4.69       4.70      4.71       4.72      4.73
  52     57    4.64       4.66      4.68       4.70      4.72       4.74      4.75       4.77      4.78       4.79      4.80
  53     58    4.68       4.71      4.73       4.76      4.78       4.80      4.81       4.83      4.85       4.86      4.88
  54     59    4.72       4.75      4.78       4.81      4.83       4.86      4.88       4.90      4.92       4.93      4.95
- ----------------------------------------------------------------------------------------------------------------------------
  55     60    4.76       4.79      4.83       4.86      4.89       4.92      4.94       4.96      4.98       5.00      5.02
  56     61    4.79       4.84      4.87       4.91      4.94       4.97      5.00       5.03      5.05       5.08      5.10
  57     62    4.83       4.87      4.92       4.96      5.00       5.03      5.06       5.10      5.12       5.15      5.18
  58     63    4.86       4.91      4.96       5.00      5.05       5.09      5.12       5.16      5.19       5.22      5.25
  59     64    4.89       4.94      5.00       5.05      5.09       5.14      5.18       5.22      5.26       5.30      5.33
- ----------------------------------------------------------------------------------------------------------------------------
  60     65    4.92       4.97      5.03       5.09      5.14       5.19      5.24       5.29      5.33       5.37      5.41
  61     66    4.94       5.00      5.06       5.12      5.18       5.24      5.29       5.35      5.40       5.44      5.49
  62     67    4.96       5.03      5.10       5.16      5.22       5.29      5.35       5.40      5.46       5.51      5.56
  63     68    4.98       5.05      5.12       5.19      5.26       5.33      5.40       5.46      5.52       5.58      5.64
  64     69    5.00       5.08      5.15       5.22      5.30       5.37      5.44       5.51      5.58       5.65      5.71
- ----------------------------------------------------------------------------------------------------------------------------
  65     70    5.02       5.10      5.18       5.25      5.33       5.41      5.49       5.56      5.64       5.71      5.78
  66     71    5.04       5.12      5.20       5.28      5.36       5.45      5.53       5.61      5.69       5.77      5.85
  67     72    5.06       5.14      5.22       5.31      5.39       5.48      5.57       5.66      5.74       5.83      5.92
  68     73    5.07       5.16      5.24       5.33      5.42       5.51      5.60       5.70      5.79       5.89      5.98
  69     74    5.09       5.17      5.26       5.35      5.44       5.54      5.64       5.73      5.83       5.94      6.04
- ----------------------------------------------------------------------------------------------------------------------------
  70     75    5.10       5.19      5.28       5.37      5.47       5.56      5.67       5.77      5.87       5.98      6.09
  71     76    5.11       5.20      5.29       5.39      5.49       5.59      5.69       5.80      5.91       6.03      6.14
  72     77    5.12       5.21      5.31       5.40      5.51       5.61      5.72       5.83      5.95       6.07      6.19
  73     78    5.14       5.23      5.32       5.42      5.52       5.63      5.74       5.86      5.98       6.10      6.23
  74     79    5.15       5.24      5.34       5.44      5.54       5.65      5.77       5.88      6.01       6.14      6.27
- ----------------------------------------------------------------------------------------------------------------------------
  75     80    5.16       5.25      5.35       5.45      5.56       5.67      5.79       5.91      6.04       6.17      6.31
- ----------------------------------------------------------------------------------------------------------------------------

 <FN>
 <F**>FOR ADDITIONAL AGE COMBINATIONS, THE PROPER RATES WILL BE PROVIDED UPON REQUEST TO THE HOME OFFICE.
</TABLE>

00702                                                       7.04
(9/86)
<PAGE>
<PAGE>
<TABLE>
                                                SETTLEMENT OPTION TABLES-CONTINUED

                                                          FOR EACH $1,000

- ---------------------------------------------------------------------------------------------------------------------------------
                                    OPTION C-MONTHLY INSTALLMENTS CERTAIN AND LIFE THEREAFTER
- ---------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
 AGE OF PAYEE      MONTHLY INSTALLMENTS      AGE OF PAYEE     MONTHLY INSTALLMENTS      AGE OF PAYEE      MONTHLY INSTALLMENTS
                 -------------------------                  -------------------------                  --------------------------
                  NUMBER OF YEARS CERTAIN                    NUMBER OF YEARS CERTAIN                    NUMBER OF YEARS CERTAIN
- ---------------------------------------------------------------------------------------------------------------------------------
 MALE  FEMALE      5     10     15     20    MALE  FEMALE     5     10     15     20    MALE  FEMALE     5     10     15     20
- ---------------------------------------------------------------------------------------------------------------------------------
<S>     <C>     <C>    <C>    <C>    <C>      <C>   <C>    <C>    <C>    <C>   <C>      <C>    <C>     <C>   <C>    <C>    <C>
10<F*> 15<F*>   $3.58  $3.58  $3.58  $3.57    35    40     $4.16  $4.15  $4.14 $4.11     60     65     $6.14 $5.96  $5.69  $5.36
  11     16      3.59   3.59   3.59   3.58    36    41      4.20   4.19   4.18  4.15     61     66      6.28  6.08   5.78   5.42
  12     17      3.61   3.60   3.60   3.60    37    42      4.25   4.24   4.22  4.18     62     67      6.43  6.21   5.87   5.48
  13     18      3.62   3.62   3.61   3.61    38    43      4.29   4.28   4.26  4.22     63     68      6.59  6.34   5.97   5.53
  14     19      3.63   3.63   3.63   3.62    39    44      4.34   4.33   4.30  4.26     64     69      6.77  6.48   6.06   5.56
- ---------------------------------------------------------------------------------------------------------------------------------
  15     20      3.65   3.65   3.64   3.64    40    45      4.39   4.38   4.35  4.30     65     70      6.95  6.62   6.16   5.64
  16     21      3.66   3.66   3.66   3.65    41    46      4.45   4.43   4.40  4.34     66     71      7.14  6.77   6.25   5.69
  17     22      3.68   3.68   3.68   3.67    42    47      4.50   4.48   4.44  4.39     67     72      7.35  6.93   6.35   5.73
  18     23      3.70   3.70   3.69   3.69    43    48      4.56   4.54   4.50  4.43     68     73      7.57  7.09   6.44   5.77
  19     24      3.72   3.71   3.71   3.70    44    49      4.63   4.60   4.55  4.48     69     74      7.81  7.26   6.54   5.81
- ---------------------------------------------------------------------------------------------------------------------------------
  20     25      3.74   3.73   3.73   3.72    45    50      4.69   4.66   4.60  4.53     70     75      8.05  7.43   6.63   5.85
  21     26      3.76   3.75   3.75   3.74    46    51      4.76   4.72   4.66  4.57     71     76      8.32  7.60   6.72   5.88
  22     27      3.78   3.77   3.77   3.76    47    52      4.83   4.79   4.72  4.62     72     77      8.60  7.78   6.80   5.91
  23     28      3.80   3.79   3.79   3.78    48    53      4.91   4.86   4.78  4.67     73     78      8.90  7.96   6.88   5.93
  24     29      3.82   3.82   3.81   3.80    49    54      4.98   4.93   4.84  4.73     74     79      9.21  8.14   6.95   5.95
- ---------------------------------------------------------------------------------------------------------------------------------
  25     30      3.84   3.84   3.84   3.83    50    55      5.07   5.01   4.91  4.78     75     80      9.55  8.32   7.02   5.96
  26     31      3.87   3.87   3.86   3.85    51    56      5.15   5.08   4.98  4.84     76     81      9.90  8.50   7.08   5.98
  27     32      3.90   3.89   3.89   3.88    52    57      5.24   5.17   5.05  4.89     77     82     10.27  8.67   7.13   5.98
  28     33      3.92   3.92   3.91   3.90    53    58      5.33   5.25   5.12  4.95     78     83     10.66  8.84   7.18   5.99
  29     34      3.95   3.95   3.94   3.93    54    59      5.43   5.34   5.19  5.01     79     84     11.06  9.01   7.22   5.99
- ---------------------------------------------------------------------------------------------------------------------------------
  30     35      3.98   3.98   3.97   3.96    55    60      5.54   5.43   5.27  5.06     80    85 &    11.48  9.16   7.25   6.00
  31     36      4.02   4.01   4.00   3.98    56    61      5.64   5.53   5.35  5.12     81    OVER    11.92  9.31   7.27   6.00
  32     37      4.05   4.04   4.03   4.02    57    62      5.76   5.63   5.43  5.18     82            12.38  9.44   7.29   6.00
  33     38      4.09   4.08   4.07   4.05    58    63      5.88   5.73   5.51  5.24     83            12.85  7.31   7.31   6.00
  34     39      4.12   4.12   4.10   4.08    59    64      6.00   5.84   5.60  5.30     84            13.33  9.67   7.32   6.00
                                                                                        85 &           13.83  9.76   7.32   6.00
                                                                                        OVER
- ---------------------------------------------------------------------------------------------------------------------------------

<PAGE>
- ---------------------------------------------------------------------------------------------    ---------------------------
                                                                                                           OPTION F
                            OPTION D-MONTHLY INSTALLMENTS-CASH REFUND                                    INSTALLMENTS
                                                                                                            CERTAIN
- ---------------------------------------------------------------------------------------------    ---------------------------
<CAPTION>
 AGE OF PAYEE       MONTHLY      AGE OF PAYEE       MONTHLY      AGE OF PAYEE       MONTHLY          YEARS        MONTHLY
 MALE  FEMALE    INSTALLMENTS    MALE  FEMALE    INSTALLMENTS    MALE  FEMALE    INSTALLMENTS       CERTAIN    INSTALLMENTS
- ---------------------------------------------------------------------------------------------    ---------------------------
<S>    <C>          <C>           <C>   <C>         <C>         <C>    <C>           <C>              <C>         <C>
10<F*> 15<F*>       $3.57         40    45          $4.28         70     75          $6.71             1          $84.83
 11     16           3.58         41    46           4.32         71     76           6.85             2           43.25
 12     17           3.59         42    47           4.36         72     77           7.02             3           29.39
 13     18           3.60         43    48           4.40         73     78           7.17             4           22.47
 14     19           3.62         44    49           4.45         74     79           7.34             5           18.32
- ---------------------------------------------------------------------------------------------    ---------------------------
 15     20           3.63         45    50           4.50         75     80           7.51             6           15.56
 16     21           3.65         46    51           4.55         76     81           7.70             7           13.59
 17     22           3.66         47    52           4.60         77     82           7.87             8           12.11
 18     23           3.68         48    53           4.65         78     83           8.06             9           10.97
 19     24           3.69         49    54           4.71         79     84           8.25            10           10.06
- ---------------------------------------------------------------------------------------------    ---------------------------
 20     25           3.71         50    55           4.77         80   85 AND         8.46            11            9.31
 21     26           3.73         51    56           4.83         81    OVER          8.65            12            8.69
 22     27           3.75         52    57           4.89         82                  8.83            13            8.17
 23     28           3.77         53    58           4.96         83                  9.02            14            7.72
 24     29           3.79         54    59           5.03         84                  9.19            15            7.34
- ---------------------------------------------------------------------------------------------    ---------------------------
 25     30           3.81         55    60           5.10       85 AND                9.39            16            7.00
 26     31           3.84         56    61           5.18        OVER                                 17            6.70
 27     32           3.86         57    62           5.26                                             18            6.44
 28     33           3.89         58    63           5.34                                             19            6.21
 29     34           3.91         59    64           5.43                                             20            6.00
- ---------------------------------------------------------------------------------------------    ---------------------------
 30     35           3.94         60    65           5.52                                             21            5.81
 31     36           3.97         61    66           5.62                                             22            5.64
 32     37           4.00         62    67           5.72                                             23            5.49
 33     38           4.03         63    68           5.82                                             24            5.35
 34     39           4.06         64    69           5.93                                             25            5.22
- ---------------------------------------------------------------------------------------------    ---------------------------
 35     40           4.09         65    70           6.05                                             26            5.10
 36     41           4.12         66    71           6.17                                             27            4.99
 37     42           4.16         67    72           6.30                                             28            4.89
 38     43           4.20         68    73           6.43                                             29            4.80
 39     44           4.24         69    74           6.57                                             30            4.72
- ---------------------------------------------------------------------------------------------    ---------------------------

 FN
 <F*>AND UNDER
</TABLE>

00702                                                       7.05
(9/86)


<PAGE>
<PAGE>

                  WAIVER OF MONTHLY DEDUCTION RIDER

If this rider is listed on the Policy Specifications page it
is a part of the policy. It is subject to all of the
provisions of the policy which are not inconsistent with the
provisions of this rider.

WAIVER OF         If you furnish us with due written proof that the insured
PREMIUM BENEFIT   is totally disabled, as defined in this rider, we will
                  waive premium payments on this policy. The insured
                  must have become disabled after age 5 and before age 65.
                  The disability must have continued without interruption
                  for at least six months. This rider must be in force.
                  Premiums on this policy will be waived as follows:

                  Disability Beginning Before Age 60. If the insured's
                  disability begins before age 60, we will waive premiums
                  which were due during the six months of uninterrupted
                  disability. We will continue to waive premiums after that.
                  However, the insured must continue to be totally disabled.

                  Disability Beginning Between Ages 60 and 65. If the
                  insured's disability begins on or after age 60 but before
                  age 65, we will waive premiums which were due during the
                  six months of uninterrupted disability. We will continue
                  to waive premiums after that, but no later than age 65.
                  However, the insured must continue to be totally disabled.

DEFINITION OF     "Age 5," "age 60," and "age 65" begin on the policy
AGE 5, AGE 60,    anniversaries nearest the Insured's 5th, 60th, and 65th
AND AGE 65        birthdays, respectively.

TOTAL DISABILITY  "Total Disability" means the complete inability of the
                  insured to perform all of the substantial and material
                  duties of his regular occupation. Such disability must be
                  the result of an injury or a sickness. The injury or sickness
                  must originate after this rider became effective.

                  However, after this period of disability has continued
                  for 60 months, the insured will be considered to be
                  totally disabled only if he is unable to perform all of
                  the substantial and material duties of any occupation for
                  which he is reasonably fitted by education, training or
                  experience. Such disability must be the result of an
                  injury or a sickness.

                  If after this rider becomes effective, you suffer the
                  total and irrecoverable loss of sight in both eyes, or
                  of the use of both hands or both feet, or of one hand
                  and one foot, this will be considered total disability as
                  defined in this rider. On such a loss the insured will
                  still be considered disabled even though working at an
                  occupation.

RECURRENT TOTAL   If, while this policy is in force, the insured becomes
DISABILITY        disabled again after having been totally disabled before,
                  the new disability will be considered a continuation of
                  the previous period unless:

                  1.  It is due to an entirely different cause; or

                  2.  The insured has performed the material and
                      substantial duties of a gainful occupation. These
                      duties must be performed for a continuous period of
                      6 months or more between such periods of total
                      disability.

RISKS NOT         We will not waive premiums under this rider if disability
ASSUMED           results from war or any act of war while the insured is
                  in the military, naval or air forces of any country at war.
                  We will also not waive premiums if the insured becomes
                  disabled while in a civilian non-combatant unit serving
                  with such forces. "War" includes undeclared war and "any
                  country" includes any international organization or
                  combination of countries.

TERMINATION       You may terminate this rider as of any monthly anniversary
                  following a proper written request. If this rider is not
                  already terminated, it will terminate on the date any of
                  the following events first occurs:

                  1.  When the insured attains age 65. This will be without
                      prejudice to any benefits granted for total disability
                      occurring before age 65; or

L-82-WMD                                1

<PAGE>
<PAGE>


                  2.  The lapse of the policy; or

                  3.  The surrender of the policy; or

                  4.  The maturity of the policy; or

                  5.  The date of death of the insured.

NOTICE OF         Before we waive any monthly deduction, we must receive
CLAIM AND PROOF   at our Home Office:
OF DISABILITY
                  1.  Written notice of claim for this benefit during the
                      lifetime of the insured. This notice must be submitted
                      during the continuance of total disability. This notice
                      cannot be submitted later than six months after age 65 of
                      the insured.

                  2.  Written proof of total disability within six months
                      after we receive written notice of claim. In no event
                      shall this proof be submitted later than the date when
                      any of the following events first occurs:

                      a. One year after age 65 of the insured;

                      b. Prior maturity of the policy;

                      c. Surrender of the policy for its net cash value;

                      d. One year from the due date of the first unpaid
                         monthly deduction.

                  Failure to give such notice and proof within the time
                  allowed will not always invalidate a claim. We will
                  consider the claim if you show us that it was not
                  reasonably possible to file notice and proof on time.
                  However, you must file notice and proof as soon as is
                  reasonably possible. In no event will any monthly
                  deduction be waived or refunded if its due date was more
                  than one year before we received notice of claim at
                  our Home Office.

                  We will require no further proof of disability and we
                  will automatically waive all further premiums if:

                  1.  The insured is totally disabled at age 65; and

                  2.  All monthly deductions for at least the five years
                      preceding age 65 have been waived.

EXAMINATION       We have the right to have the insured examined by our
OF THE INSURED    appointed examiner. We also have the right to receive
                  written proof of continuance of disability from the insured
                  at the following times:

                  1.  After receipt of such notice of claim;

                  2.  At any time within two years after we receive proof
                      of total disability;

                  3.  Not more than once each year after the first two years.

                  We will not waive any further monthly deductions if the
                  insured refuses to be medically examined. Nor will we
                  waive further premiums if proof of continuance of disability
                  is not furnished when we request it.

INCONTESTABILITY  We cannot contest this rider as to statements made in the
                  application for the policy after a period of two years from
                  its date of issue if:

                  1.  This rider shall have been in force during the
                      lifetime of the insured; and

                  2.  The insured does not become totally disabled within
                      this period.

L-82-WMD                             2

<PAGE>
<PAGE>

COST OF           The cost of insurance for the Waiver of Monthly
INSURANCE         Deductions Rider is determined on a monthly basis. The
                  cost of insurance for a policy month is calculated as
                  (a) multiplied by (b) where:

                  a. is the cost of insurance rate for this rider; and

                  b. is the sum of items i, ii, iii and iv where:

                     i.   is the cost of insurance for the basic policy
                          for the policy month

                     ii.  is the first year monthly policy charge, where
                          applicable

                     iii. is the monthly expense charge, when applicable

                     iv.  is any cost of insurance for the policy month
                          for any benefit provided by a supplemental
                          rider (other than Waiver of Monthly Deduction
                          Rider) made a part of the basic policy.

                  The cost of insurance rate for this benefit is based on
                  the attained age, sex and rate class of the insured. Cost
                  of insurance rates will be determined by us based on
                  expectations as to future experience. However, these
                  rates will not exceed those shown in the Guaranteed Cost
                  of Insurance Rates for Waiver of Monthly Deductions
                  Rider.

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

GENERAL           We will pay dividends and all other amounts payable
PROVISIONS        under the policy the same as if premiums had not been
                  waived.

                  If the insured becomes disabled during the grace period
                  of the first monthly deduction in default, we will allow
                  this Waiver of monthly deduction as if default had not
                  occurred. However, you will be liable for the monthly
                  deduction in default. Interest compounded at 6% per year
                  will be charged on this monthly deduction.

                  You may apply for reinstatement of this policy with or
                  without this rider. We have the right to decide whether
                  to approve the reinstatement of this policy with or
                  without this rider.

DATE OF ISSUE     The date of issue of the rider is the same as the date
                  of issue of this policy unless another date of issue
                  is shown below.




- ---------------------
        DATE



            /s/ Helen Couranz              /s/ H. Edwin Trusheim
                SECRETARY                       PRESIDENT



                                  GENERAL
                                 AMERICAN
                          LIFE INSURANCE COMPANY
                         ST. LOUIS, MISSOURI 63166

L-82-WMD



                                   3


<PAGE>
<PAGE>

                       ACCIDENTAL DEATH BENEFIT RIDER

If this rider is listed on the Policy Specifications page it is part of the
policy. It is subject to all of the provisions of the policy which are not
inconsistent with the provisions of this rider. The Policy Specifications
page shows the benefit amount of this rider.

ACCIDENTAL DEATH BENEFIT

This benefit is subject to the restrictions and provisions of this rider. We
will pay the amount of this benefit as part of the policy proceeds. We must
however receive due proof that the insured died:

1.    While this rider is in force; and

2.    After the policy anniversary nearest age 5 and before the anniversary
      nearest age 70 of the insured; and

3.    Occurred within 120 days from the date of an accidental injury; and

4.    Directly and independently of all other causes from accidental bodily
      injury. Except for drowning there must be visible evidence of a contusion
      or wound on the exterior of the body. If the injury is internal, it must
      be visibly manifested on an autopsy.

RISKS NOT ASSUMED

We will not pay this benefit if the insured's death results directly or
indirectly from any of the following (nor will we pay this benefit if the
insured's death was caused by or contributed to by any of these conditions):

1.    Self-inflicted injury while sane or insane.

2.    Any bodily or mental infirmity or disease existing before or which
      commences after the accidental injury.

3.    Any medical or surgical treatment, unless such treatment is a result
      of a covered accidental injury.

4.    Any infection, other than a bacterial infection which occurs as a
      result of a covered accidental injury.

5.    The voluntary entry into the body, in any manner, of any of the
      following unless taken as prescribed by a licensed physician:

      a.    any intoxicant, excitant, hallucinogen; or

      b.    any other narcotic, drug or controlled substance.

6.    The voluntary entry into the body, in any manner, of any of the
      following, unless involuntary in the course of employment:

      a.    any gas; or

      b.    any poison or poisonous substance.

7.    Participation in an assault.

8.    Participation in a felony.

9.    Participation in a riot.

10.   Injury which is a result of war or any act of war while the insured is
      in the military, naval, or air forces of any country. Injury while in
      any auxiliary or civilian combatant or non-combatant unit. "Any country"
      includes any international organization or the combination of countries
      at war. "War" includes undeclared war.

11.   Travel or flight in or on a descent from any kind of aircraft in the
      insured as a pilot, officer, or other member of the crew of the aircraft;
      or is giving or receiving any kind of training or instruction; or has any
      duties aboard the aircraft, or is being flown for the purpose of any
      descent from the aircraft. "Aircraft" includes rocket craft or any other
      vehicle, conveyance or device designed for travel or other movement in or
      beyond the earth's atmosphere.


82-ADB                              1
<PAGE>
<PAGE>

TERMINATION

You may terminate this rider as of any monthly anniversary following a
proper written request. If this rider is not already terminated it will
terminate on the date when any of the following events first occurs:

1.    The policy anniversary nearest age 70 of the insured; or

2.    The lapse of the policy; or

3.    The surrender of the policy; or

4.    The maturity of the policy; or

5.    The date of death of the insured.

COST OF INSURANCE

The cost of insurance for the accidental death benefit is determined on a
monthly basis. The cost of insurance for a policy month is calculated as (a)
multiplied by (b), where:

a.    is the cost of insurance rate for this benefit; and

b.    is the amount of accidental death benefit.

The cost of insurance rate for this benefit is based on the attained age,
sex and rate class of the insured. Cost of insurance rates will be
determined by us based on expectations as to future experience. However,
these rates will not exceed those shown in the Guaranteed Cost of Insurance
Rates for Accidental Death Benefit Rider.

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

GENERAL PROVISIONS

We will have the right to examine the body of the insured. We also will have
the right to require an autopsy where not forbidden by law.

INCONTESTABILITY

This rider will be incontestable after it has been in force during the life
of the insured for two years from its date of issue.

DATE OF ISSUE

The date of issue of this rider is the same as the date of issue of the
policy unless another date of issue is shown below.

You may apply for reinstatement of the policy with or without this rider. We
have the right to decide whether to approve the reinstatement of the policy
with or without this rider.


- ----------------------
         DATE



          /s/ Helen Couranz                /s/ H. Edwin Trusheim
              SECRETARY                          PRESIDENT

                                 General
                                American
                         LIFE INSURANCE COMPANY
                        ST. LOUIS, MISSOURI 63166
                                 [Logo]


82-ADB                              2
<PAGE>
<PAGE>

                      CHILDRENS LIFE INSURANCE RIDER

If we have approved this rider as a part of this policy and the rider
premium has been paid, this rider will become a part of the policy. This
rider is subject to all applicable terms and provisions of the policy. The
Policy Specifications page or, if this rider is added after issue, the
request for policy change shows the rider amount, premium, and premium
period.

TERM LIFE INSURANCE BENEFIT

We will pay the amount specified below to the beneficiary under this rider
upon the death of the insured child while this rider is in force. We must
receive proof that the death occurred before the expiry date of coverage on
such insured.

AMOUNT OF INSURANCE

The amount of insurance for this rider on each insured child is the rider
amount. Insurance on each child will become effective on the later of:

1.    The date the child attains the age of 14 days; or

2.    The day the child is first discharged from the hospital after birth.

DEFINITION OF INSURED CHILD

An insured child is a child who, at the time of application for this rider,
was:

1.    A natural child, a stepchild or a child legally adopted who is named
      as such in the application and not eliminated later by an amendment to it;
      and

2.    Unmarried; and

3.    Living in the household of the insured; and

4.    At least 15 days of age; and

5.    Initially discharged from the hospital after birth; and

6.    Less than insuring age 18 on the first date of any part of the
      application.

A natural child, a stepchild or an adopted child named in the application
but who has not yet reached age 15 days will become an insured child when:

1.    The child does reach 15 days; or

2.    The day the child is first released from the hospital after birth.

A child who is legally adopted by the insured after the application for this
rider, and while this rider is in force, can become an insured child. This
child must be under insuring age 18. If these requirements are met the
coverage for this child will begin on the date of adoption.

EXPIRY DATES OF INSURANCE

The expiry date of this rider is the policy anniversary nearest the 65th
birthday of the insured.

If this rider has not already expired or been cancelled, then insurance on
each insured child will expire on the policy anniversary nearest the 23rd
birthday of each child, if earlier.

PAID-UP TERM INSURANCE IN EVENT OF DEATH OF INSURED

If the death of the insured occurs while this rider is in force, it will be
continued on a fully paid-up term insurance basis. We must receive proof of
the death of the insured. This term insurance will be subject to the terms
of this rider.

Any child who would have become an insured child later, except for such
death, will become an insured child under this rider.



82-CIR                              1
<PAGE>
<PAGE>

OWNER

During the lifetime of the insured, you will be the owner of this rider. If
you should die while the insured is living, all rights of owner will go to
the insured. If you should die while insurance on the life of an insured
child is still in force and the insured is not living, then all rights of
owner will go to the insured child.

THE BENEFICIARY

The beneficiary of this benefit shall be:

The insured, if living; if not then the estate of the person upon whose
death payment is to be made; unless:

1.    Otherwise provided in the application; or

2.    Changed by you.

You may change the beneficiary designation of the insurance on the life of
any person insured under this rider. This change must be done during the
lifetime of such person. To make such a change you must file a proper
written request with us. This request must be accepted by us at our Home
Office. We have the right to request the policy for endorsement. If we
accept your request, the change will take effect as of the date of the
request. This change will be subject to any payment or action we took before
we received your written request for the change.

The beneficiary designation and any changes made will be subject to any
assignment of the policy.

ASSIGNMENT

This rider cannot be assigned by itself. Only if the policy is assigned will
this rider then be subject to an assignment. An assignment of the policy
will include the interest of the assignor in and to this rider. The interest
of the insured and all owners and beneficiaries under this rider will also
be included.

SUICIDE EXCLUSION

If the insured dies by suicide, while sane or insane, within two years from
the issue date of this rider; (or within the maximum period permitted by
laws of the state in which this policy was delivered, if less than two
years), the amount payable will be limited to the amount of monthly
deductions made on this rider. This amount will be paid according to the
provisions of this rider for the payment of death claim benefits on any
such person.

This provision does not apply if the insured was a citizen of Missouri on
the date of issue unless the insured intended suicide when this policy was
applied for.

Within 31 days after any such death by suicide the Conversion Privilege of
this rider will be available to each insured survivor. We must receive a
proper written application within this 31 days. The date of issue of the new
policy will be the date of exchange.

INCORRECT AGE

The date that coverage under this rider expires or terminates will be based
on the correct age of each person insured.

COVERSION PRIVILEGE

The term insurance on the life of each person insured under this rider may
be exchanged for a policy. This exchange will be without evidence of
insurability. The new policy may be for a level premium life or an endowment
policy on a plan then offered by us. This exchange is subject to the
following provisions:

1.    The term insurance must be in force.

2.    We must receive a proper written application within 31 days before the
      date this term insurance is to expire.

3.    The face amount of the new policy may not be for more than five times
      the amount of insurance under this rider for an insured child.

4.    The plan will be subject to our regular issue limits on the date of
      issue of the new policy.

The first premium payment for the new policy must be made at the time of
application. Future premiums are to be paid according to the terms of the
new policy.


82-CIR                              2

<PAGE>
<PAGE>

The date of issue for the new policy will be the date the term insurance
under this rider expires on the life of the person to be insured by the new
policy, that person will not be covered under the new policy until the term
insurance expires.

The premium rate for the new policy will be based on the following:

1.   The age nearest birthday of the person to be insured on the date of
     issue of the new policy; and

2.   The risk class of such person under this rider; and

3.   The set of rates used by us on the date of issue of the new policy.

The new policy may include rider benefits only with our consent, subject to
our requirements.

SURRENDER OF PAID-UP TERM INSURANCE

You may surrender this rider for its cash value while it is continued as
paid-up term insurance due to the death of the insured. If you surrender
this rider within 31 days after a policy anniversary date, the cash value of
such insurance will not be less than the cash value of such insurance on
that anniversary.

The cash value of the paid-up term insurance is the net single premium for
such benefits at the attained age of the person insured, at the time of
surrender. It is computed on the basis of:

1.   The Commissioner's 1958 Standard Ordinary Mortality Table; and

2.   Interest at the rate of 3 1/2% a year compounded annually; and

3.   Continuous functions.

The amount of this cash value will be furnished upon request.

COST OF INSURANCE

The cost of insurance for the Children's Insurance Rider is determined on a
monthly basis. The cost of insurance for a policy month is calculated as (a)
multiplied by (b), where:

a.   is the cost of insurance rate for this rider; and

b.   is the amount of insurance for this rider.

The cost of insurance rate for this benefit is based on the attained age of
the insured. Cost of insurance rates will be determined by us based on
expectations as to future experience. However, these rates will not exceed
those shown in the Guaranteed Cost of Insurance Rates for Children's
Insurance Rider.

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

TERMINATION

You may terminate this rider as of any monthly anniversary following a
written request to us. We may require the policy and this rider for
endorsement.

This rider will terminate when any of the following events first occurs:

1.   The lapse of the policy; or

2.   The surrender of the policy, or

3.   The maturity of the policy; or

4.   The rider expiry date.


<PAGE>
REINSTATEMENT

This rider may be reinstated before the expiry date within five years after
the date of policy lapse if:

1.   The policy is in force or is also being reinstated; and

2.   We receive satisfactory proof that each person to be insured is
     insurable by our standards.


82-CIR                              3
<PAGE>
<PAGE>

We have the right to approve the reinstatement of the policy with or without
this rider. We will incur no liability for the death of an insured child who
died after the end of the grace period of the policy and before the date of
reinstatement.

INCONTESTABILITY

This rider will be incontestable after it has been in force during the life
of each person insured for two years from its date of issue.

DATE OF ISSUE

The date of issue of this rider is the same as the date of issue of the
policy unless another date of issue is shown below.


- ----------------------
         DATE



          /s/ Helen Couranz                /s/ H. Edwin Trusheim
              SECRETARY                          PRESIDENT

                                 General
                                American
                         LIFE INSURANCE COMPANY
                        ST. LOUIS, MISSOURI 63166
                                 [Logo]


82-CIR                              4


<PAGE>
<PAGE>

            GUARANTEED OPTION TO INCREASE THE FACE AMOUNT RIDER

If this rider is listed on the Policy Specifications page, it is part of the
policy. It is subject to all of the provisions of the policy which are
consistent with the provisions of this rider. The policy specifications page
show the option amount.


<TABLE>
<S>                  <C>
Regular              Regular option dates are after the date of issue of the policy, on the policy
Option Dates         anniversaries nearest age 25, 28, 31, 34, 37, and 40 of the insured.

Regular Options      On each regular option date you may increase the face amount on the life of the
to Increase          insured. The policy and this rider must be in force.
Face Amount

                     No evidence of insurability will be required for this increase. The amount of this
                     increase will not be more than the option amount.

                     This increase in face amount will be subject to the following:

                     1.    We must receive a proper written application for the increase in our
                           Home Office. The application must be made to us no later than the regular
                           option date. The application also must not be received earlier than 60
                           days before the regular option date.

                     2.    The date of issue of the increase will be the regular option date.

                     3.    The increase will become effective on its date of issue.

                     4.    A regular option will not be available if cancelled by use of a special
                           option.

Special Option       This rider provides for special option periods. Each of these periods will be
Periods              available if they begin before all regular options have expired or have been
                     cancelled. Each special option period will begin on any of the following:

                     1.    The date of the insured's legal marriage; or

                     2.    The date of the birth of an insured's child.

                     Each special option period ends 31 days after it has begun or, if earlier, the
                     date this rider terminates.

Special Options      During each special option period you may increase the face amount on the life of
to Increase          the insured. The basic policy and this rider must be in force.
Face Amount

                     No evidence of insurability will be required for the increase. This increase in
                     face amount will be subject to the following:

                     1.    The increase will not be more than the option amount. An exception to this
                           would be granted in the case of a multiple birth. The face amount then
                           will not be more than the lesser of the following:

                           a.   The regular option amount times the number of children born; or

                           b.   The number of options you have left times the option amount.

                     2.    We must receive the following items in our Home Office:

                           a.   A proper written application for the increase; and

                           b.   Proof of marriage, and the date; or

                           c.   Proof of birth, and the date.

                     We must receive these items within the special option period.

                     3.    The date of issue of this increase will be the date of the application.

                     4.    The increase will become effective on its date of issue.



82-GIO                         1


<PAGE>
<PAGE>

                     5.    The exercise of a special option will cancel that next regular option
                           which:

                           a.   will become available within or after that special option period; and

                           b.   has not already been cancelled.

                     The exercise of a special option due to a multiple birth will cancel the number of
                     unexpired and uncancelled regular options equal to the number of children born; or,
                     if less, will cancel the total number of regular options you have left.

                     Unexpired regular options are those for which regular option dates have not yet
                     occurred. Cancelled regular options are unexpired regular options which are not
                     available due to the exercise of special option.

Automatic            During each special option period, insurance on the life of the insured for the
Insurance            amount available under the special option as defined above shall be in effect. This
During Special       amount, with the basic policy proceeds, will be payable to the same beneficiary
Option Period        named in the basic policy.

                     1.    This insurance will cease on the date any one of the following events
                           first occur:

                           a.   the end of the special option period; or

                           b.   the date of a written application for the increase under the special
                                option; or

                           c.   the date this rider terminates.

                     2.    Before we make a payment for this insurance we must receive proof:

                           a.   that the death of the insured occurred while this insurance and this
                                rider were in effect; and

                           b.   of the marriage or birth which started the beginning of the Special
                                option Period for this amount of insurance.

Termination of       Your right to increase the face amount on a regular option date will not extend
Agreement            beyond such date. Your right to increase the face amount during any special option
                     period will not extend beyond the end of such period.

                     This rider will terminate on the date when any of the following events first
                     occurs:

                     1.    The monthly anniversary following a proper written request for termination.
                           We may require the policy and this rider for endorsement; or

                     2.    The lapse of the policy; or

                     3.    The surrender of the policy; or

                     4.    The policy anniversary of the basic policy nearest the 40th birthday of the
                           insured; or

                     5.    When all regular options expire or are cancelled; or

                     6.    The maturity of the policy; or

                     7.    The date of death of the insured.

Cost of Insurance    The cost of insurance for the Guaranteed Option to Increase the Face Amount Rider
                     is determined on a monthly basis. The cost insurance for a policy month is
                     calculated as (a) multiplied by (b), where:

                     a.    is the cost of insurance Rate for this benefit; and

                     b.    is the option amount shown on the Policy Specifications Page.

                     The cost of insurance rate for this benefit is based on the issue age, sex and
                     rate class of the insured. Cost of insurance rates will be determined by us based
                     on expectations as to future experience. However, these rates will not exceed those
                     shown in the Guaranteed Cost of insurance rates for Guaranteed Option to Increase
                     the Face Amount Rider.

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


82-GIO                         2


<PAGE>
<PAGE>


General Provisions   Any reinstatement of this rider will not reinstate any option to increase the
                     face amount which has terminated prior to the date of such reinstatement.

                     The increase in the face amount which results from the exercise of this option
                     will be subject to any limitations of risk which are in the policy. The rate class
                     of the insured at issue of this agreement will apply to the increase.

                     If this policy includes a Waiver of Monthly Deductions Rider, such benefit will
                     apply to the increase in the face amount.

                     If this policy includes an Accidental Death Benefit Rider, such benefit may also
                     be increased upon exercise of this option. The amount by which such benefit may
                     be increased cannot exceed the lessor of:

                     a.    the amount that the face amount is being increased by exercise of this
                           option; and

                     b.    the amount of the Accidental Death Benefit in this policy immediately
                           prior to the exercise of this option.

                     In addition, the total amount of accidental death benefit in force on the insured
                     with us must not exceed our then current limits.

Incontestability     This rider will be incontestable after it has been in force during the life of the
                     insured for two years from its date of issue.

Date of Issue        The date of issue of this rider is the same as the date of issue of the policy
                     unless another date of issue is shown below.
</TABLE>



- ---------------------
       DATE



            /s/ Helen Couranz                   /s/ H. Edwin Trusheim

                SECRETARY                             PRESIDENT







                           GENERAL
                           AMERICAN [LOGO]
                     LIFE INSURANCE COMPANY
                    ST. LOUIS, MISSOURI 63166


82-GIO                         3




<PAGE>


                               Exhibit 1(5)(b)
                               ---------------


                   Form of Pension Policy and Policy Riders

<PAGE>
<PAGE>

                               POLICY NUMBER:


                                  INSURED:



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

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

THE POLICY'S CASH VALUE IN THE GENERAL ACCOUNT WILL BE CREDITED WITH INTEREST
AT A MINIMUM GUARANTEED RATE OF     PER YEAR. WE MAY CREDIT ADDITIONAL INTEREST
IN EXCESS OF THE GUARANTEED RATE. SEE THE GENERAL ACCOUNT CASH VALUE PROVISION.


                          RIGHT TO EXAMINE POLICY

Please read this policy. You may return this policy to us or to the agent
through whom it was purchased within 20 days from the date you receive it or
within 45 days after the application is signed, whichever period ends later. If
you return it within this period, the policy will be void from the beginning.
We will refund any premium paid.


                                  PENSION
                              FLEXIBLE PREMIUM
                                VARIABLE LIFE
                             INSURANCE TO AGE 95

Flexible Premiums are payable during the lifetime of the insured to age 95. The
death benefit is payable at the death of the insured prior to age 95 and while
the policy is in force. Cash surrender value, if any, is payable at the
insured's age 95. Participating annual dividends may be paid.

This policy is a legal contract between the policy owner and General American.
PLEASE READ YOUR CONTRACT CAREFULLY.

ISSUED BY:     GENERAL AMERICAN LIFE INSURANCE CO.
               700 MARKET STREET
               ST. LOUIS, MISSOURI 63101



10005
(9/86)                           0.01

<PAGE>
<PAGE>

                 ALPHABETIC GUIDE TO YOUR CONTRACT

Page
3.05 Addition, Deletion or Substitution of Investments
4.03 Allocation of Net Premiums
3.02 Assignments
6.08 Basis of Computation
3.02 Beneficiary
6.06 Cash Surrender Value
6.03 Cash Values
4.02 Change in Contract Type
4.02 Change in Face Amount
3.02 Change of Owner or Beneficiary
3.03 Claims of Creditors
3.02 Conformity with Statutes
3.03 Conversion Rights
4.01 Death Benefit
3.01 Definitions
6.01 Dividends
6.01 Dividend Options
6.03 General Account Cash Value
6.04 General Account Interest Rate
4.03 Grace Period
3.03 Incontestibility
7.01 Interest on Proceeds
3.01 Issue Date
6.05 Loan Account Cash Value
6.01 Loans


Page
3.01 Maturity Date
3.03 Misstatement of Age and Corrections
6.05 Monthly Cost of Insurance
6.06 Monthly Deduction
6.04 Net Investment Factor
4.03 Net Premium
3.02 Owner
6.06 Partial Withdrawals
7.01 Payment of Policy Benefits
4.03 Payment of Premiums
4.01 Policy Changes
4.01 Policy Proceeds
6.07 Postponement of Payments
4.04 Reinstatement
3.02 Requests for Changes and/or Information
3.03 Right to Examine Increase in Face Amount
3.03 Right to Examine Policy
6.04 Separate Account Cash Value
3.04 Separate Account Provisions
7.01 Settlement Options
3.03 Statements in Application
3.04 Suicide Exclusion
3.05 Transfers

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


                        NOTICE OF ANNUAL MEETING

Our annual meeting for the election of directors and the transaction of other
business for General American Mutual Holding Company is held each year at our
Home Office in St. Louis, Missouri. This meeting is at 11:00 a.m. on the fourth
Thursday in April. General American Mutual Holding Company is a mutual company
owned by our policyholders. Each policyholder is entitled to vote at such
elections and to participate in such meetings.


10005
(9/86)                           0.02

<PAGE>
<PAGE>

POLICY SPECIFICATIONS

INSURED AGE                               35
SEX                                     MALE
CONTRACT TYPE                          LEVEL
MINIMUM FACE AMOUNT                  $50,000
NET PREMIUM PERCENTAGE                92.00%
GENERAL ACCOUNT CASH VALUE
   GUARANTEED INTEREST RATE               5%
GENERAL ACCOUNT MAXIMUM
   WITHDRAWAL PERCENT LIMIT              15%
GUARANTEED MAXIMUM SURRENDER
   CHARGE LIMIT                      $102.12

INSURED                             JOHN DOE
FACE AMOUNT                          $50,000
DATE OF ISSUE                JANUARY 1, 1987
POLICY NUMBER                     17,000,001
PLANNED ANNUAL PREMIUM               $461.50
MONTHLY COST OF INSURANCE
   FACTOR                          1.0040741
FIRST YEAR MONTHLY
   POLICY CHARGE                      $12.00
RENEWAL YEAR MONTHLY
   POLICY CHARGE                       $6.00


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

                     Policy Plan:  FLEXIBLE PREMIUM VARIABLE
                                   LIFE INSURANCE TO AGE 95

10005
10107
10108
10109
10110
10306
10406
10604
00704


10107                            1.01                (0021N)


<PAGE>
<PAGE>

2.   POLICY SPECIFICATIONS



INSURED                             JOHN DOE
DATE OF ISSUE                JANUARY 1, 1987
POLICY NUMBER                     17,000,001


COVERAGE         RISK            FACE      MONTHLY EXPENSE         MATURITY
            CLASSIFICATION      AMOUNT       CHARGE RATE           DATE<F*>
PFPVL-95    STANDARD SMOKER     $50,000         $0.08          JANUARY 1, 2047



                     INITIAL ALLOCATION OF NET PREMIUMS

          GENERAL ACCOUNT                                    50  %
                                                 ----------------
SEPARATE ACCOUNT ELEVEN

          DIVISION I - Equity Index Fund                         %
                                                 ----------------
          DIVISION II - Managed Equity Fund                      %
                                                 ----------------
          DIVISION III - Money Market Fund                   30  %
                                                 ----------------
          DIVISION IV - Fixed Income Fund                    10  %
                                                 ----------------
          DIVISION V - Asset Allocation Fund                 10  %
                                                 ----------------

[FN]
<F*> IF THE INITIAL PREMIUM PAID AND SUBSEQUENT PREMIUMS PROVE TO BE TOO LOW,
COVERAGE PROVIDED BY THIS POLICY MAY CEASE PRIOR TO THE MATURITY DATE.


10107                            1.02                                  (0021N)


<PAGE>
<PAGE>

                 DESCRIPTION OF SEPARATE ACCOUNT ELEVEN FUNDS

General American Capital Company (the "Capital Company") is an open-end,
diversified management investment company which was incorporated in
Maryland on November 15, 1985, and commenced operations on October 1, 1987.
Only the Capital Company Funds described below are currently available as
investment choices for this Policy:

    S & P 500 Index Fund:  The investment objective of this Fund is to
    ---------------------
    provide investment results that parallel the price and yield performance
    of publicly-traded common stocks in the aggregate. The Fund uses the
    Standard & Poor's Composite Index of 500 Stocks (the "S&P Index") as its
    standard for performance comparison. The Fund attempts to duplicate the
    performance of the S&P Index and includes dividend income as a component
    of the Fund's total return. The Fund is not managed by Standard & Poor's.

    Money Market Fund:  The investment objective of the Money Market
    ------------------
    Fund is to obtain the highest level of current income which is consistent
    with the preservation of capital and maintenance of liquidity. The Fund
    invests primarily in high-quality, short-term, money market instruments.
    An investment in the Money Market Fund is neither insured nor guaranteed
    by the U.S. Government.

    The Bond Index Fund:  The investment objective of this Fund is to provide
    --------------------
    a rate of return that reflects the performance of the publicly-traded bond
    market as a whole. The Fund uses the Lehman Brothers Government/Corporate
    Bond Index as its standard for performance comparison.

    Managed Equity Fund:  The investment objective of this Fund is long-term
    --------------------
    growth of capital, obtained by investing primarily in common stocks.
    Securing moderate current income is a secondary objective.

    Asset Allocation Fund:  The investment objective of this Fund is a high
    ----------------------
    rate of long-term total return composed of capital growth and income
    payments. Preservation of capital is the secondary objective and chief
    limit on investment risk. The Fund will invest only in those types of
    securities that the other Capital Company Funds may invest in. The Asset
    Allocation Fund invests in a combination of common stocks, bonds, or money
    market instruments in accordance with guidelines established from time to
    time by Capital Company's Board of Directors.

    International Index Fund:  The investment objective of this Fund is to
    -------------------------
    obtain investment results that parallel the price and yield performance of
    publicly-traded common stocks in the Morgan Stanley Capital International
    ("MSCI") Europe, Australia and Far East Index ("EAFE").

    Mid-Cap Equity Fund:  The investment objective of this Fund is capital
    --------------------
    appreciation. It pursues this objective by investing primarily in common
    stocks of United States-based, publicly-traded companies with medium
    market capitalizations falling within the capitalization range of the S&P
    MidCap 400 at the time of the Fund's investment. Any income received is
    incidental to the objective of capital appreciation.

    Small-Cap Equity Fund:  The investment objective of this Fund is to
    ----------------------
    duplicate the performance of the smallest 20% of companies, by
    capitalization size, based in the U.S. and listed on the New York Stock
    Exchange.

Variable Insurance Products Fund ("VIP") is an open-end, diversified management
investment company organized as a Massachusetts business trust on November 13,
1981. Only the Funds described below are currently available as investment
choices for this Policy:

    Equity-Income Portfolio:  The investment objective of this Fund is income,
    ------------------------
    obtained by investing primarily in income-producing equity securities. In
    choosing these securities, FMR will also consider the potential for capital
    appreciation. The Fund'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.

    Growth Portfolio:  The investment objective of this Fund is capital
    -----------------
    appreciation. The Fund normally purchases common stocks, although its
    investments are not restricted to any one type of security. Capital
    appreciation may also be obtained from other types of securities,
    including bonds and preferred stocks.


10108


<PAGE>
<PAGE>

    Overseas Portfolio:  The investment objective of this Fund is long-term
    -------------------
    growth of capital. The Fund invests primarily in foreign securities. The
    Overseas Portfolio provides a means for investors to diversify their own
    portfolios by participating in companies and economies outside of the
    United States.

    High Income Portfolio:  The investment objective of this Fund is a high
    ----------------------
    level of current income. The Fund seeks to fulfill the objectives by
    investing primarily in high-yielding, lower-rated, fixed-income securities,
    while also considering growth of capital. Lower-rated securities, commonly
    referred to as "junk bonds", involve greater risk of default or price
    change than securities assigned a higher quality rating.

Variable Insurance Products Fund II ("VIP II") is an open-end, diversified
management investment company organized as a Massachusetts business trust
on March 21, 1988. Only the Fund(s) described below are currently available
as investment choices for this Policy:

    Asset Manager Portfolio:  The investment objective of this Fund is to
    ------------------------
    seek a 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.

Van Eck Worldwide Insurance Trust ("Van Eck") is an open-end management
investment company organized as a Massachusetts business trust on
January 7, 1987. Only the Fund(s) described below are currently available
as investment choices for this Policy:

    Worldwide Hard Assets Fund:  The investment objective of this Fund is to
    ---------------------------
    seek long-term capital appreciation by investing in equity and debt
    securities of companies engaged in the exploration, development,
    production, and distribution of one or more of the following: (i) precious
    metals, (ii) ferrous and non-ferrous metals, (iii) oil and gas, (iv) forest
    products, (v) real estate, and (vi) other basic non-agricultural
    commodities. Current income is not an objective.

    Worldwide Emerging Markets Fund:  The investment objective of this Fund
    --------------------------------
    is to obtain long-term capital appreciation by investing in equity
    securities in emerging markets around the world. The Fund emphasizes
    primarily investment in countries that, compared to the world's major
    economies, exhibit relatively low gross national product per capita, as
    well as the potential for rapid economic growth.

Russell Insurance Funds ("the Investment Company") is an open-end, diversified
management investment company which was incorporated in Massachusetts on
July 11, 1996. Only the Funds described below are currently available as
investment choices for this Policy:

    Multi-Style Equity Fund:  The investment objective of this Fund is to
    ------------------------
    provide income and capital growth by investing principally in equity
    securities.

    Aggressive Equity Fund:  This Fund seeks to provide capital appreciation
    -----------------------
    by assuming a higher level of volatility than is ordinarily expected from
    the Multi-Style Equity Fund while still investing in equity securities.

    Non-U.S. Fund:  This Fund's objective is to provide favorable total return
    --------------
    and additional diversification for U.S. investors by investing primarily in
    equity and fixed-income securities of non-U.S. companies, and securities
    issued by non-U.S. governments.

    Core Bond Fund:  This Fund's objective is to maximize total return, through
    ---------------
    capital appreciation and income, by assuming a level of volatility
    consistent with the broad fixed-income market. The Fund invests in fixed-
    income securities.

J.P. Morgan Series Trust II is an open-end diversified management investment
company organized as a Delaware Business Trust. Only the Fund(s) described
below are currently available as investment choices for this Policy:

    Bond Portfolio:  This Fund seeks to provide a high total return
    ---------------
    consistent with moderate risk of capital and maintenance of liquidity.
    The Fund is designed for investors who seek a total return over time that
    is higher than that generally available from a portfolio of short-term
    obligations while acknowledging the greater price fluctuation of longer-
    term instruments.


10108

<PAGE>
<PAGE>

    Small Company Portfolio:  The investment objective of this Fund is to
    ------------------------
    provide high total return from a portfolio of equity securities of small
    companies. The Fund invests at least 65% of the value of its total assets
    in the common stock of small U.S. Companies primarily with market
    capitalizations less than $1 billion. The Fund is designed for investors
    who are willing to assume the somewhat higher risk of investing in small
    companies in order to seek a higher return over time than might be
    expected from a portfolio of stocks of large companies.

American Century Variable Portfolios, Inc., a part of American Century
Investments, was organized as a Maryland Corporation on June 4, 1987. It is a
diversified, open-end management investment company. Only the Fund(s) described
below are currently available as investment choices for this Policy:

    Income & Growth Fund:  The investment objective of this Fund is to attain
    ---------------------
    long-term growth of capital as well as current income. The Fund pursues a
    total return and dividend yield that exceed those of the S & P 500 by
    investing in stocks of companies with strong dividend growth potential.
    Dividends are paid monthly.

    International Fund:  This Fund seeks capital growth over time by investing
    -------------------
    in common stocks of foreign companies considered to have better-than-average
    prospects for appreciation. Because this Fund invests in foreign securities,
    a higher degree of short-term price volatility, or risk, is expected due
    to factors such as currency fluctuation and political instability.

    Value Fund:  This Fund is a core equity fund that seeks long-term capital
    -----------
    growth. Income is a secondary objective. To pursue its objectives, the
    fund invests primarily in equity securities of well-established companies
    that are believed by management to be undervalued at the time of purchase.
    This is an equity investment and, by nature, may fluctuate in value.

There can be no assurance that the investment objectives of these Funds or
Portfolios, or any other funds that the Separate Account may offer, will be
achieved. The objectives of these funds may be changed in accordance with
the requirements of the Investment Company Act of 1940 ("40 Act").

10108


<PAGE>
<PAGE>

                          SURRENDER CHARGE SCHEDULE

INSURED                 JOHN DOE        POLICY NUMBER            17,000,001
AMOUNT OF INSURANCE      $50,000        COVERAGE                   PFPVL-95
TARGET PREMIUM           $425.50        EFFECTIVE DATE      JANUARY 1, 1987
                                        MATURITY DATE       JANUARY 1, 2047

POLICY MONTH      SURRENDER CHARGE        POLICY MONTH      SURRENDER CHARGE

    1-61               100.00%                 92                48.33%
      62                98.33%                 93                46.66%
      63                96.66%                 94                45.00%
      64                95.00%                 95                43.33%
      65                93.33%                 96                41.66%
      66                91.66%                 97                40.00%
      67                90.00%                 98                38.33%
      68                88.33%                 99                36.66%
      69                86.66%                100                35.00%
      70                85.00%                101                33.33%
      71                83.33%                102                31.66%
      72                81.66%                103                30.00%
      73                80.00%                104                28.33%
      74                78.33%                105                26.66%
      75                76.66%                106                25.00%
      76                75.00%                107                23.33%
      77                73.33%                108                21.66%
      78                71.66%                109                20.00%
      79                70.00%                110                18.33%
      80                68.33%                111                16.66%
      81                66.66%                112                15.00%
      82                65.00%                113                13.33%
      83                63.33%                114                11.66%
      84                61.66%                115                10.00%
      85                60.00%                116                 8.33%
      86                58.33%                117                 6.66%
      87                56.66%                118                 5.00%
      88                55.00%                119                 3.33%
      89                53.33%                120                 1.66%
      90                51.66%                121                 0.00%
      91                50.00%

If this amount of insurance is fully surrendered during the 121 months
following the effective date the surrender charge is the appropriate percent
listed above times the surrender charge amount as defined in Section 9, Cash
Values. If this amount of insurance is decreased by some fraction of the total
amount during the 121 months following the effective date, the surrender charge
amount will be the previously defined surrender charge times the fraction. A
new Surrender Charge Schedule page will be mailed to you for the remaining
insurance. The new surrender charge for any of the remaining 121 months will be
the above surrender charge minus the surrender charge applied as a result of
the decrease in the insurance amount.


10109                                                                (0021N)


<PAGE>
<PAGE>

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

COVERAGE:                   PFPVL-95        INSURED:               JOHN DOE
                                            POLICY NUMBER:       17,000,001
MATURITY DATE:       JANUARY 1, 2047        DATE OF ISSUE:  JANUARY 1, 1987

  ATTAINED                  ATTAINED                  ATTAINED
    AGE          RATE         AGE          RATE         AGE           RATE
    ---          ----         ---          ----         ---           ----

     20           .14          21           .14          22            .14
     23           .14          24           .14          25            .13
     26           .13          27           .13          28            .13
     29           .13          30           .13          31            .14
     32           .14          33           .15          34            .15
     35           .16          36           .17          37            .19
     38           .20          39           .22          40            .24
     41           .26          42           .28          43            .31
     44           .33          45           .36          46            .39
     47           .42          48           .45          49            .49
     50           .53          51           .57          52            .62
     53           .68          54           .74          55            .81
     56           .88          57           .96          58           1.04
     59          1.13          60          1.22          61           1.33
     62          1.45          63          1.59          64           1.75
     65          1.92          66          2.10          67           2.30
     68          2.50          69          2.72          70           2.96
     71          3.24          72          3.57          73           3.94
     74          4.36          75          4.82          76           5.30
     77          5.80          78          6.32          79           6.88
     80          7.48          81          8.16          82           8.93
     83          9.80          84         10.75          85          11.78
     86         12.84          87         13.95          88          15.10
     89         16.29          90         17.54          91          18.87
     92         20.34          93         22.00          94          24.11


These rates are for the base policy at issue. They are based on the 1980
Commissioners Standard Ordinary Mortality Table B. Any values guaranteed
in this contract are based on these rates.


10110                                                               (0021N)


<PAGE>
<PAGE>

1.   DEFINITIONS IN THIS POLICY

WE, US AND OUR

The General American Life Insurance Company.

YOU AND YOUR

The owner of this policy. The owner is as shown in the application unless later
changed as provided in this policy. The owner may be someone other than the
insured.

In the application the words "You" and "Your" refer to the proposed insured
person(s).

INSURED

The person whose life is insured under this policy. See the policy
specifications page.

ISSUE AGE

The insured's age at his or her nearest birthday as of the issue date.

ATTAINED AGE

The issue age plus the number of completed policy years.

ISSUE DATE

The effective date of the coverage under this policy. It is also the date from
which policy anniversaries, policy years, and policy months are measured.

INVESTMENT START DATE

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

- -  The issue date of the policy; or

- -  The date we receive the first premium at our home office.

MATURITY DATE

The policy anniversary on which the insured attains age 95. If the insured is
living and the policy is in force on this date, the cash surrender value plus
the cash value of any paid-up additions, dividends due and dividend
accumulations are payable. It is possible that insurance coverage may not
continue to the maturity date even if planned premiums are paid in a timely
manner.

MONTHLY ANNIVERSARY

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

BUSINESS DAY

Any day that we are open for business.

GENERAL ACCOUNT

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

SEPARATE ACCOUNT

Separate Account Eleven, a separate investment account created by us to receive
and invest net premiums received for this policy.

LOAN ACCOUNT

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

LOAN SUBACCOUNT

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

10306                            3.01
(9/86)
2.   PERSONS WITH AN INTEREST IN THE POLICY

OWNER

The original owner of this policy is as shown in the application. Ownership
may be changed in accordance with the Change of Owner or Beneficiary provision.
You, as owner, are entitled to all rights provided by this policy, prior to its
maturity date. After the maturity date, you cannot change the payee nor the mode
of payment, unless otherwise provided in this policy. Any person whose rights of
ownership depend upon some future event will not possess any present rights of
ownership. If there is more than one owner at a given time, all must exercise
the rights of ownership.

BENEFICIARY

The person named in the application or by later designation to receive the
proceeds in the event of the insured's death. You may change the beneficiary in
accordance with the Change of Owner or Beneficiary provision. Unless otherwise
stated, the beneficiary has no rights in this policy before the death of the
insured. If there is more than one beneficiary at the death of the insured,
each will receive equal payments unless otherwise provided. If no beneficiary
is living at the death of the insured the proceeds will be payable to the
estate of the insured.

CHANGE OF OWNER OR BENEFICIARY

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

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

ASSIGNMENTS

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

1.  The assignment is made as a written instrument,

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

3.  We send you an acknowledged copy.

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

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

REQUESTS FOR CHANGES AND/OR INFORMATION

Submit all requests for change and/or information in writing to our home office
- - General American Life Insurance Company, P.O. Box 14490, St. Louis, MO 63178.

3.  GENERAL PROVISIONS

THE CONTRACT

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

CONFORMITY WITH STATUTES

If any provision in this policy is in conflict with the laws of the state which
govern this policy, the provision will be deemed to be amended to conform with
such laws.

10306                            3.02
(9/86)


<PAGE>
<PAGE>

STATEMENTS IN APPLICATION

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

CLAIMS OF CREDITORS

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

RIGHT TO EXAMINE POLICY

You have the right to request us to cancel this policy and receive a refund.
The request must be made no later than:

- -  20 days after you received the policy; or

- -  45 days after the date you signed the application.

The refund will equal the premiums paid into this policy.

RIGHT TO EXAMINE INCREASE IN FACE AMOUNT

You have the right to request us to cancel an increase in face amount and
receive a refund. The request must be made no later than:

- -  20 days from the date you received the new policy specifications page for
   the increase; or

- -  45 days after the date you signed the application for the increase.

The refund will equal the monthly deductions associated with that increase. If
you do request us to cancel the increase but do not request a refund, the
monthly deductions associated with that increase will be restored to the
policy's cash value. This amount will be allocated to the General Account and
the Divisions of Separate Account Eleven in the same manner as it was deducted.

CONVERSION RIGHTS

You have a one time right during the first two policy years to transfer all of
your cash value from the Divisions of Separate Account Eleven to the General
Account.

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

If you transfer all of the cash value from the Divisions of Separate Account
Eleven to the General Account and you indicate that you are making this
transfer in exercise of your conversion rights, we will automatically allocate
all future net premiums to the General Account unless you inform us otherwise.

MISSTATEMENT OF AGE AND CORRECTIONS

If there is a misstatement of age in the application, the amount of the
death benefit will be that which would be purchased by the most recent
mortality charge at the correct age.

If we make any payment or policy changes in good faith, relying on our records,
or evidence supplied to us, our duty will be fully discharged. We reserve the
right to correct any errors in the policy.

INCONTESTABILITY

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

10306                            3.03
(9/86)


<PAGE>
<PAGE>

SUICIDE EXCLUSION

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

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

This provision does not apply if this policy is issued to a Missouri citizen,
or on the effective date of any increase in face amount, unless the insured
intended suicide when this policy or any increase in face amount was applied
for.

ANNUAL REPORT

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

PROJECTION OF BENEFITS AND VALUES

You may make a written request to us for a projection of illustrative future
cash values and death benefits. This projection will be furnished to you for a
nominal fee.

4.  SEPARATE ACCOUNT PROVISIONS

SEPARATE ACCOUNT

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

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

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

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

DIVISIONS

Separate Account Eleven has several Divisions which are shown on page 10108.
Separate Account Eleven will buy shares in the various funds offered by General
American Capital Company. Each fund represents a different investment
portfolio.

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

We will value the assets of each Division of Separate Account Eleven at the end
of each valuation period. A valuation period is the period between two
successive valuation dates, commencing at 4:00 p.m. (New York time) each
valuation date and ending at 4:00 p.m. on the next succeeding valuation date. A
valuation date is each day that the New York Stock Exchange and our home office
are open for business or any other day that may be required by any applicable
Securities and Exchange Commission Rules and Regulations.

10306                            3.04
(9/86)


<PAGE>
<PAGE>

TRANSFERS

You may transfer amounts as follows:

- -  Between the General Account and the Divisions of Separate Account
   Eleven; or

- -  Among the Divisions of Separate Account Eleven.

These transfers will be subject to the following conditions:

- -  We must receive a written request for transfer.

- -  Transfers from or among the Divisions of Separate Account Eleven
   may be made once each policy month and must be at least $500.00
   or the entire amount you have in a Division, if smaller.

- -  Transfers or Partial withdrawals from the General Account to the
   Divisions of Separate Account Eleven may be made up to four times
   in any policy year and must be at least $500.00. The maximum amount
   of all transfers and net partial withdrawals in any policy year will
   be subject to a withdrawal percentage limit of the cash surrender
   value of the General Account at the beginning of that policy year. The
   General Account withdrawal percentage limit is shown on the policy
   specifications page.


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

ADDITION, DELETION, OR SUBSTITUTION OF INVESTMENTS

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

We reserve the right to establish additional Divisions of Separate Account
Eleven, each of which would invest in a new fund of General American Capital
Company or in shares of another open-end investment company and to make such
Divisions available to such class or series of policies as we deem appropriate.
We also reserve the right to eliminate or combine existing Divisions of
Separate Account Eleven or to transfer assets between Divisions.

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

10306                            3.05
(9/86)

<PAGE>
<PAGE>
5.  POLICY BENEFITS

POLICY PROCEEDS

The policy proceeds are:

1.  The death benefit under the contract type then in effect; plus

2.  Any paid-up additions; plus

3.  Any dividend accumulations and dividend due; plus

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

5.  Any loan and loan interest accrued.

DEATH BENEFIT

The death benefit depends upon the contract type in effect on the date of
the insured's death. The contract type in effect is shown on the policy
specifications page.

Level Contract Type: The death benefit is level except when it equals a
percentage of cash value.

The death benefit is the greater of:

1.  The face amount; or

2.  The applicable percentage of the cash value on the date of death as
    described in Section 7702(d) of the Internal Revenue Code of 1954 or
    any applicable successor provision thereto.

Increasing Contract Type:

The death benefit is the greater of:

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

2.  The applicable percentage of the cash value on the date of death as
    described in Section 7702(d) of the Internal Revenue Code of 1954 or
    any applicable successor provision thereto.

APPLICABLE PERCENTAGE:

The percentages as currently described in Section 7702(d) of the Internal
Revenue Code of 1954 are as follows:

In the case of an insured with an            The applicable percentage
attained age as of the beginning             shall decrease by a ratable
of the contract year of:                     portion for each full year:

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

     0                   40                   250                     250
    40                   45                   250                     215
    45                   50                   215                     185
    50                   55                   185                     150
    55                   60                   150                     130
    60                   65                   130                     120
    65                   70                   120                     115
    70                   75                   115                     105
    75                   90                   105                     105
    90                   95                   105                     100



Policy Changes

You may request policy changes at any time unless we specifically indicate
otherwise. We reserve the right to limit the number of changes to one per
policy year and to restrict the changes in the first policy year. The types of
changes allowed are explained below.

No change will be permitted that would result in the death benefit under this
policy being included in gross income due to not satisfying the requirements of
Section 7702 of the Internal Revenue Code of 1954, or any applicable successor
provision thereto.

10406                            4.01
(9/86)


<PAGE>
<PAGE>

CHANGE IN FACE AMOUNT

The face amount may be changed by sending us a written request.

Any decrease in face amount will be subject to the following conditions:

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

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

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

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

    c.  The face amount when the policy was issued.

3.  The face amount remaining in force after any requested decrease may
    not be less than the minimum face amount shown on the policy
    specifications page.

4.  Any decrease must be at least $5,000.

Any increase in face amount will be subject to the following conditions:

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

2.  Increases may be requested 60 days before or 30 days after the policy
    anniversary. The increase will become effective on that policy
    anniversary.

3.  Any increase must be at least $2,000.

4.  The insured must have an attained age not greater than age 80 on the
    anniversary date that the increase will become effective.

You may select the option that an increase in face amount will terminate on the
monthly anniversary which is an exact whole number of years from the effective
date of this increase and which is nearest the insured's 85th birthday. You may
select this option only if the insured has an attained age of not less than age
20 but not greater than age 70 on the anniversary date that the increase will
become effective. If you select this option to terminate the increase at age
85, the increase may have different costs of insurance than an increase that
terminates at age 95. These costs of insurance will never exceed the Monthly
Cost of Insurance Rates as defined in Section 8. Cash Value.

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

CHANGE IN CONTRACT TYPE

You may change the contract type in effect by sending us a written request. The
effective date of the change will be the monthly anniversary on or following
the date we receive your request. On the effective date of this change the
death benefit payable does not change, but the face amount may change.

If the contract type in effect is increasing, you may change it to level. The
face amount will be increased to equal the death benefit on the effective date
of change.

If the contract type in effect is level, you may change it to increasing. Proof
that the insured is insurable by our standards on the date of the change must
be submitted. The face amount will be decreased to equal the death benefit less
the cash value on the effective date of change. This change may not be made if
it would result in a face amount which is less than the minimum face amount
shown on the policy specifications page.


10406                            4.02
(9/86)

<PAGE>
<PAGE>

6.  PREMIUMS AND GRACE PERIOD

PAYMENT OF PREMIUMS

Your first premium is due as of the issue date. While the insured is living,
premiums after the first must be paid at our home office. A premium receipt
will be furnished. You may pay your premiums at any interval of time. This
right is subject to our minimum premium requirements as of the issue date or as
of the effective date of any increase in face amount. If this policy is in your
possession and you have not paid the first premium, it is not in force. It will
be considered that you have the policy for inspection only.

Premiums, other than those required to meet minimum premium requirements, may
be paid in any amount and at any interval subject to the following conditions:

1.  No premium payment may be less than $10.00.

2.  Total premiums paid in any policy year may not exceed the maximum premium
    limit for that policy year. The maximum premium limit for a policy year is
    the largest amount of premium which can be paid in that policy year such
    that the sum of the premiums paid under the policy will not at any time
    exceed the guideline premium limitation referred to in Section 7702(c)
    of the Internal Revenue Code of 1954, or any applicable successor provision
    thereto. The maximum premium limit for the following policy year will be
    shown on your annual report.

    On any date that we receive a premium which causes the Death Benefit to
    increase by an amount that exceeds that premium received, we may require
    additional evidence of insurability.

NET PREMIUM

The premium paid times the net premium percentage from the policy
specifications page is the net premium.

ALLOCATION OF NET PREMIUMS

You determine the allocation of net premiums among the General Account and the
Divisions of Separate Account Eleven. The minimum percentage that may be
allocated to the General Account or to any Division of Separate Account Eleven
is 5%. Percentages must be in whole numbers. The initial allocation is shown on
the policy specifications page.

For any premium received during the "right to examine policy" period, we will
initially allocate the net premium to the Division that invests exclusively in
shares of our Money Market fund. When this period expires, cash value in that
Division will be transferred to the General Account and the Divisions of
Separate Account Eleven according to the allocation percentages shown on the
policy specifications page. For any premium received after the "right to
examine policy" period, the net premium will be allocated according to the
allocation percentages shown on the policy specifications page or your most
recent allocation instructions received by us.

YOUR RIGHT TO CHANGE ALLOCATION

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

GRACE PERIOD

We will allow a grace period of 62 days. The grace period will start on any
monthly anniversary when the cash surrender value is not large enough to cover
the next monthly deduction. (Monthly deduction is defined in the Cash Values
Section.) At that time, we will send you and any assignee of record a notice.

If we do not receive a premium large enough to cover the monthly deduction by
the end of the grace period, your policy will lapse at the end of that 62 day
period and it will then terminate without cash value. Any remaining dividend
accumulations and cash value of paid-up additions will be returned to you. If
the insured dies during the grace period, any past due monthly deductions will
be deducted from the death benefit.


10406                            4.03
(9/86)


<PAGE>
<PAGE>

REINSTATEMENT

You may reinstate your lapsed policy within 5 years after the date of lapse.
This must be done before the insured's age 95. To reinstate, you must submit
the following items:

1.  A written request for reinstatement.

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

3.  A premium, which after the net premium percentage is applied, is large
    enough to cover:

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

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

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

Any loan and loan interest due on the date of lapse may be paid or reinstated.
Any loan and loan interest reinstated will cause a cash value of an equal
amount to be reinstated.

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

The surrender charge at the time of reinstatement will be the surrender charge
in effect at the time of lapse. If only a portion of the coverage is reinstated
then only the applicable portion of the surrender charge will be reinstated. We
will amend your policy to show the new surrender charge. The cash value
following reinstatement will be increased by the amount of the surrender charge
imposed at the time of lapse.



10406                            4.04
(9/86)

<PAGE>
<PAGE>

7.  DIVIDENDS

ANNUAL DIVIDENDS

While your policy is in force it may share in our divisible surplus. Each year
we will determine the share of divisible surplus, if any, accruing to your
policy. We will distribute this surplus as a dividend.

If there would have been a dividend payable at the end of the policy year in
which the insured dies, we will pay part of that dividend to the beneficiary.
The amount of the dividend payable will be for that part of the policy year
during which the insured lived.

DIVIDEND OPTIONS

You may choose one of the following options within 31 days after a dividend is
credited. If you do not, we will credit the dividend under Option 2 until such
time as you request in writing a different option. The option you choose will
remain in effect until you change it.

OPTION 1. Cash. Paid in cash.

OPTION 2. Increase Cash Value. Paid to the policy's cash value on the
          date of dividend payment. The cash value will increase by
          exactly the amount of the dividend.

          The dividend will be allocated to the General Account and the
          Divisions of Separate Account Eleven according to the current
          allocation of the net premium.

OPTION 3. Paid-Up Additions. Used to buy level paid-up insurance. You
          may surrender your paid-up additions for their cash value at
          any time. The cash value of paid-up additions is the net
          single premium for such paid-up additions at the attained age
          of the insured. This cash value will not be less than the
          dividends used to purchase such paid-up additions. Paid-up
          additions, if any, will be paid as part of the policy
          proceeds.

OPTION 4. Dividend Accumulations. Left with us to accumulate at
          interest. The interest rate will be determined by us from time
          to time. This rate will never be less than 2 1/2% a year,
          compounded annually. We will credit interest for full policy
          years only. You may elect to use dividend accumulations to pay
          premiums automatically whenever the cash value is insufficient
          to pay monthly deductions. This election may be made in the
          application or by written request. You may also withdraw the
          entire amount or any part of it in cash at any time, by making
          a proper written request. Dividend accumulations, if any, will
          be paid as part of the policy proceeds.

8.  LOANS

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

The loan value is 90% of the cash value of your policy at the date of the loan
request, reduced by:

1.  Interest on the borrowed amount at the current loan interest rate in
    advance to the next policy anniversary; and

2.  Any existing loans and loan interest due; and

3.  Any surrender charges; and

4.  Any unpaid monthly expense charges.

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

10604                            6.01
(9/86)

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Cash value equal to the policy loan and the loan interest due on this loan
allocated to the General Account and each Division of Separate Account Eleven
will be transferred to the Loan Account, reducing the cash value accordingly.

Cash value held in the Loan Account for loan collateral will earn interest
daily at an annual rate of not less than the General Account cash value
guaranteed interest rate shown on the policy specifications page. Interest
credited on the cash value held in the Loan Account will be allocated to the
General Account and the Divisions of Separate Account Eleven in the same
proportion that the cash value in the Loan Account bears to the cash value
in each Loan SubAccount.

INDEXED LOAN INTEREST

The loan interest is charged daily at a rate we set from time to time. This
rate will never be more than the maximum permitted by law. We will not change
this rate more than once a year on your policy anniversary date.

The rate of interest we set for a policy year may not exceed a maximum limit
which is the higher of:

a.  The Published Monthly Average for the calendar month ending 2 policy
    months before the beginning of the policy month in which the policy
    anniversary falls. (Example: for a policy with a June anniversary, the
    March Published Average.); or

b.  The rate we use to compute the guaranteed cash value of this policy,
    plus 1%.

The Published Monthly Average means:

a.  Moody's Corporate Bond Yield Average-Monthly Average Corporates, as
    published by Moody's Investors Service, Inc. or any successor to that
    service; or

b.  If that average is no longer published, a substantially similar
    average, established by regulation issued by the insurance supervisory
    official of the state in which this policy is delivered.

If the maximum limit for a policy year is at least 1/2% higher than the rate
set for the previous policy year, we may increase the rate to no more than that
limit. If the maximum limit for a policy year is at least 1/2% lower than the
rate set for the previous policy year, we will reduce the rate to at least that
limit.

We will tell you the current loan interest rate when a loan is made. We will
also mail you an advance notice if there is to be a change in the loan interest
rate applicable to any existing loan balance.

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

LOAN REPAYMENTS

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

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

10604                            6.02
(9/86)

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If you fail to make repayments when the total loan and loan interest due would
exceed the cash value, less any surrender charges and any unpaid monthly
expense charges, your policy will terminate. We will allow you a grace period
for such payment of loans and loan interest due. In such event the policy
becomes void at the end of the grace period. We will mail notice to your last
known address, the last known address of the insured, and that of any assignee
of record. This grace period will expire 62 days from the monthly anniversary
immediately before the date the total loan and loan interest exceeds the cash
value less any surrender charges and any unpaid monthly expense charges; or 31
days after such notice has been mailed, if later. After this grace period, any
remaining dividend accumulations and cash value of paid-up additions will be
returned to you.

9.  CASH VALUES

CASH VALUE

The cash value of your policy is equal to the total of:

- -  The cash value in the General Account; plus

- -  The cash value in the Divisions of Separate Account Eleven, plus

- -  The cash value in the Loan Account.

You may borrow against the loan value of your policy. The interest rate used to
calculate the interest earned on the cash values in the Loan Account securing
any policy loan will be at an effective annual rate not less than the General
Account cash value guaranteed interest rate shown on the policy specifications
page.

GENERAL ACCOUNT CASH VALUE

The cash value of the General Account as of the Investment Start Date is equal
to:

- -  The portion of the initial net premium received and allocated to the
   General Account; minus

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

The cash value of the General Account on any day after the Investment Start
Date is equal to:

- -  The cash value on the preceding business day, with interest on such
   value at the current rate; plus

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

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

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

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

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

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

- -  Any surrender charges incurred on that day; minus

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

- -  IF THAT DAY IS A MONTHLY ANNIVERSARY, the portion of the monthly
   deduction charged to the General Account, to cover the policy month
   which starts on that day.

10604                            6.03
(9/86)

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GENERAL ACCOUNT INTEREST RATE

The interest credited to the General Account cash value for a specific day will
be at an effective annual rate not less than the General Account cash value
guaranteed interest rate shown on the policy specifications page.

SEPARATE ACCOUNT CASH VALUE

The cash value in each Division of Separate Account Eleven on the Investment
Start Date is equal to:

- -  The portion of the initial net premium received and allocated to the
   Division; minus

- -  The portion of the monthly deductions due from the issue date through
   the Investment Start Date charged to the Division.

The cash value in each Division of Separate Account Eleven on subsequent
valuation dates is equal to:

- -  The cash value in the Division on the preceding valuation date
   multiplied by that Division's net investment factor for the current
   valuation period; plus

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

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

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

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

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

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

- -  Any surrender charges incurred during the current valuation period;
   minus

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

- -  IF A MONTHLY ANNIVERSARY OCCURS DURING THE CURRENT VALUATION PERIOD,
   the portion of the monthly deduction charged to the Division during
   the current valuation period to cover the policy month which starts
   during that valuation period.

NET INVESTMENT FACTOR

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

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

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

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

- -  Any amount charged against each Division for taxes, or any amount we set
   aside during the valuation period as a reserve for taxes attributable to
   the operation or maintenance of each Division; minus

- -  A charge not to exceed .002319% for each day in the valuation period. This
   corresponds to 0.85% per year for mortality and expense risks; divided by

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

10604                            6.04
(9/86)

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<PAGE>

LOAN ACCOUNT CASH VALUE

The cash value of the Loan Account as of the Investment Start Date is zero.

The cash value of the Loan Account on any day after the Investment Start Date
is equal to:

- -  The cash value of the Loan Account on the preceding business day, with
   interest; plus

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

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

- -  Any loan repayments on that day.

MONTHLY COST OF INSURANCE

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

1.  The monthly cost of insurance rate.

2.  The death benefit at the beginning of the policy month divided by the
    monthly cost of insurance factor shown on the policy specifications page.

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

If the contract type is level and if there has been an increase in the face
amount, then the cash value will first be considered a part of the face amount
when the policy was issued. If the cash value is greater than the initial face
amount, the excess cash value will then be considered a part of each increase
in order, starting with the first increase.

MONTHLY COST OF INSURANCE RATES

At the beginning of each policy year, the monthly cost of insurance rate is
determined for the initial face amount and each increase in face amount. The
monthly cost of insurance rate is based on the attained age and rate class for
the initial face amount and each increase in face amount. For each increase in
face amount the monthly cost of insurance rate may also be based on the number
of completed years from the effective date of such increase. For the initial
face amount, we will use the rate class on the date of issue. For each
increase, we will use the rate class applicable to the increase. If the death
benefit equals a percentage of the cash value, any increase in cash value will
cause an automatic increase in the death benefit. The rate class for such
increase will be the same as that used for the most recent increase that
required proof that the insured was insurable by our standards.

The monthly cost of insurance rates will never exceed the rates shown on the
Table of Guaranteed Monthly Cost of Insurance Rates page divided by 1,000. Any
change in the cost of insurance rates will apply to all persons of the same
age, sex, and classification whose initial face amounts or increases in face
amount have been in force for the same length of time.

MONTHLY EXPENSE CHARGE

The monthly expense charge is the initial face amount of the policy or the face
amount for any increase times the monthly expense charge rate, divided by 1000.
The monthly expense charge rate for the initial face amount of the policy and
for any increase in face amount is shown on the policy specifications page.
This charge applies to the first 12 policy months. It also applies to any
increase in the face amount for the 12 policy months following the effective
date of the increase.

MONTHLY POLICY CHARGE

The amount of the monthly policy charge will never exceed the amounts shown on
the policy specifications page.


10604                            6.05
(9/86)


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MONTHLY DEDUCTION

The monthly deduction is:

1.  The monthly cost of insurance; plus

2.  The monthly cost of insurance for any rider included with this policy;
    plus

3.  The monthly expense charge multiplied by the face amount divided by
    1,000; plus

4.  The monthly policy charge.

The monthly deduction for a policy month will be allocated among the General
Account and the Divisions of Separate Account Eleven in the same proportion
that the cash value in the General Account and the cash value in each
Division bear to the total cash value of the policy, minus the cash value
in the Loan Account on the monthly anniversary.

CASH SURRENDER VALUE

The cash surrender value of this policy is:

1.  The cash value at the time of surrender; minus

2.  Any loan and loan interest accrued; minus

3.  Any surrender charge; minus

4.  Any unpaid monthly expense charges.

PAID-UP ANNUITY

You may choose to continue your policy as a paid-up deferred annuity by making
written application to us. We will credit dividends, if any, to the annuity.
The initial cash value of the paid-up annuity will be the cash surrender value
as of the monthly anniversary immediately following receipt of your application.
Income payments will begin on a date you select. If no selection was made,
income payments will begin on the policy anniversary nearest the 65th birthday
of the insured or if later, the 10th anniversary. The cash value of the paid-up
annuity will be applied at any time to provide a monthly income under any
elected settlement option in the policy. If no election has been made, the
monthly income will be payable under Option C with a 10 year period certain.

You may change any election of a settlement option. You must make a proper
written request. The request must be made not later than 60 days prior to the
date income payments begin.

If the insured dies before income payments begin, we will pay the beneficiary
the cash value at the date of death. The amount may be paid in a lump sum or
under an option.

SURRENDER

You may surrender your policy for its cash surrender value plus the cash value
of any paid-up additions, dividend due and dividend accumulations at any time
during the lifetime of the insured. We will determine the cash surrender value
as of the date we receive your written request. The cash surrender value will
not be reduced by any monthly deduction due on that date for a subsequent
policy month.

PARTIAL WITHDRAWAL

After the first policy year, you can make a partial withdrawal of cash subject
to the following conditions:

GENERAL ACCOUNT PARTIAL WITHDRAWAL

- -  You may make up to four partial withdrawals or transfers in any policy year.

- -  The minimum amount of your net partial withdrawal request at any one time
   must be at least $500 of your account.

- -  The maximum amount of all net partial withdrawals and transfers from
   the General Account in any policy year will be subject to a withdrawal
   percentage limit of the cash surrender value of the General Account at
   the beginning of that policy year. The General Account withdrawal
   percentage limit is shown on the policy specifications page.


10604                        6.06
(9/86)


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SEPARATE ACCOUNT PARTIAL WITHDRAWALS

- -  You may make up to one partial withdrawal each policy month.

- -  The minimum amount of your net partial withdrawal request at any one
   time must be at least $500 of a Division or your entire balance in
   that Division, if smaller.

- -  The maximum amount of your net partial withdrawal from any one of the
   Divisions or Separate Account Eleven in any policy year will be the
   cash surrender value of that Division.

ALLOCATION OF PARTIAL WITHDRAWALS

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

If the contract type is level and the death benefit equals the face amount,
then a partial withdrawal will decrease the face amount by an amount equal to
the partial withdrawal plus the applicable surrender charge. This surrender
charge will be allocated among the General Account and the Divisions of
Separate Account Eleven in the same proportion that the partial withdrawal was
allocated among the General Account and the Divisions of Separate Account
Eleven. If the death benefit equals a percentage of the cash value then a
partial withdrawal will decrease the face amount by any amount in which the
partial withdrawal plus the applicable surrender charge exceeds the difference
between the death benefit and the face amount. The face amount will be
decreased in the following order:

1.  The face amount at issue; and

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

No partial withdrawal will be processed which will result in the face amount
being decreased below the minimum face amount shown on the policy
specifications page.

We reserve the right to change the minimum amount or the number of times you
may make a partial withdrawal. We also may assess a transaction charge for a
withdrawal.

SURRENDER CHARGE

The surrender charge for the first policy year will be the lesser of:

1.  24% of actual premiums paid to meet our minimum premium requirements; or

2.  24% of the target premium. The target premium is shown on the surrender
    charge schedule page.

This amount will be used to determine the surrender charge for any decrease in
face amount or full cash surrender in subsequent years.

The actual surrender charge amount for an increase in face amount during the
twelve policy months following any increase will be the lesser of:

1.  24% of the premium allocated to that increase; or

2.  24% of the target premium for the increase. The target premium for the
    increase will be shown on the surrender charge schedule page for the
    increase.

This amount will be used to determine the surrender charge for any decrease in
face amount or full cash surrender in subsequent years.

The premium allocated to an increase for purposes of determining the surrender
charge will be based on the rules established by the Securities and Exchange
Commission.

A surrender charge will apply to any decrease in face amount. A decrease in
face amount may decrease some or all of the initial face amount and increases
in face amount as provided in Section 5. A partial withdrawal may cause a
decrease in face amount as provided above and, therefore, a surrender charge
may be taken. The amount of the surrender charge applied because of a decrease
in face amount is defined on the surrender charge schedule page for the face
amount being decreased. The surrender charge will be allocated among the
General Account and the Divisions of Separate Account Eleven in the same
proportion that the cash value in the General Account and the cash value in
each Division bears to the total cash value of the policy minus the cash value
in the Loan Account.


10604                            6.07
(9/86)

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POSTPONEMENT OF PAYMENTS

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

1.  The New York Stock Exchange or our home office are closed (other than
    customary weekend and holiday closing) or trading on the New York Stock
    Exchange is restricted as determined by the Securities and Exchange
    Commission;

2.  The Securities and Exchange Commission, by order, permits postponement for
    the protection of policy owners; or

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

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

Transfers may also be postponed under the circumstances listed above.

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

CONTINUATION OF INSURANCE

If all premium payments cease, the insurance provided under this policy,
including benefits provided by any rider attached to this policy will continue
in accordance with the provisions of this policy for as long as the cash
surrender value is sufficient to cover the monthly deductions. Any remaining
cash surrender value plus the cash value of any paid-up additions, dividend due
and dividend accumulations will be payable on the maturity date.

BASIS OF COMPUTATION

The minimum cash values and net single premiums are based on 1) the 1980
Commissioners Standard Ordinary Mortality Table B; and 2) compound interest
at the rate shown on the policy specifications page.

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

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(9/86)

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10.  PAYMENT OF POLICY BENEFITS

PAYMENT

Payment will be made as provided on the face page.

If a beneficiary entitled to proceeds dies after the insured, and

1.  no settlement option elected by you is in effect, and

2.  the deceased beneficiary has not chosen an option or requested the
    proceeds in cash,

his or her proceeds will be paid as though he or she died before the insured.

INTEREST ON PROCEEDS

We will pay interest on single sum proceeds from the date of the insured's
death to the date of payment. Interest will be at an annual rate determined
by us, but never less than the Guaranteed Settlement Option rate.

SETTLEMENT OPTIONS

(See Settlement Option Tables at the end of this section.) Upon the maturity
or surrender of this policy or upon death of the insured the proceeds may be
placed under any of the following options:

OPTION A.  Life Income.

           We will pay equal monthly installments as long as the payee lives.

OPTION B.  Life Income for Two Lives.

           We will pay monthly installments jointly and to two named payees if
           both are living when the installments become payable. One payee will
           be designated as primary payee. Full installments will continue so
           long as the primary payee is living. If the primary payee dies after
           installments begin, full installments or installments of 1/2 or 2/3,
           (whichever you elected when applying for this option) will continue
           to the other payee during his or her lifetime.

OPTION C.  Income for Specified Number of Years and Life thereafter.

           We will pay monthly installments beginning on the effective date of
           the option and continuing for 5, 10, 15 or 20 years certain, as may
           be chosen, and after that during the payee's lifetime.

OPTION D.  Life Income With Cash Refund.

           We will pay equal monthly installments as long as the payee lives.
           If the payee dies before the total amounts paid equal the proceeds
           applied, we will pay the difference in one sum.

OPTION E.  Installments of a Specified Amount.

           We will pay installments at dates and in amounts chosen by the payee
           with our approval. We will continue to make payments until all of
           the proceeds, with interest, are paid. The final payment will not
           exceed the unpaid balance.

OPTION F.  Income for Specified Number of Years.

           We will pay monthly installments beginning on the effective date of
           the option and continuing for a specified number of years, not to
           exceed 30 years.

OPTION G.  Interest.

           We will hold the proceeds on deposit during the payee's lifetime
           or for any other period selected with our approval. Interest may
           be accumulated or received in monthly, quarterly, semiannual, or
           annual payments, as may be chosen. Interest begins to accrue as
           of the effective date of the option.

ELECTION OF SETTLEMENT OPTIONS

Prior to the maturity of the policy, you may choose a settlement option. After
the maturity of the policy, a person entitled to receive payment in one sum
may choose an option for his or her benefit, if you have not already done so.
With our consent, an option may be chosen for the benefit of another payee.

For you to choose an option, we must receive your written request at our home
office. If the request is satisfactory to us, we will issue a written agreement
showing the option you elected. The effective date of the election will be the
date of the request, the date of issue of the policy, or the date the person
who is making the election signed the agreement, whichever is the latest.

You may change or revoke an option during the lifetime of the insured.

00704                            7.01
(9/86)


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<PAGE>


PAYEE

A person who receives benefits under an option is a payee. Except for a legal
guardian, a payee must be a natural person receiving benefits in his or her
own right. With our consent, the payee may be a trustee, assignee,
corporation, or partnership.

GUARANTEED SETTLEMENT OPTION INTEREST RATE

We use a guaranteed effective annual rate of 4% in computing payments under
all options. We may pay interest in excess of this amount.

MINIMUM AMOUNTS (FOR EACH PAYEE)

The minimum amount that can be placed under an option and the minimum amount
of any payments under an option will be based on our rules at the time the
option is to become effective.

The required minimum amount to be placed under an option will never be more
than $5,000, nor shall the minimum amount of any payment be set at more than
$50 per month.

LIFE INCOME OPTIONS

Life Income Options are based on the payee's age nearest birthday on
the settlement option effective date. We have the right to require
satisfactory proof of age. If age has been incorrectly stated,
the proper adjustment in payments will be made. We may also require proof
that the payee is living on any payment due date.

DEATH OF PAYEE

If a payee dies, any amount still payable under an option will be paid as
they become due to the surviving or next succeeding payee. If no designated
payee survives, any amounts payable in one sum, or the commuted value of any
unpaid installments, will be paid in one sum to the estate of the last payee
to die.

FIRST PAYMENT

We will make the first payment under an option other than Option G as of the
option effective date. We will pay interest under Option G at the end of each
period selected for payment.

RIGHTS UNDER SETTLEMENT OPTIONS

No payee has the right to make any change in the provisions of the agreement
or to receive the proceeds in any manner other than that stated in the
agreement, unless such right was reserved in the agreement. The right may be
reserved to the payee to withdraw all or part of any amount held under
Options G and E, including any interest, or the commuted value of any unpaid
installments under Option F. We will not make any payments in advance, nor
commute installments under any life income option. Under a partial withdrawal
right, the number of withdrawals allowed per year and the minimum amount of
each withdrawal shall be determined by our rules in effect at the time of the
request for a partial withdrawal.

BASIS OF COMMUTATION

Commutation of installments will be at the effective annual rate of 4%
compounded annually.

RETIREMENT INCOME BENEFIT

You may make a written request for us to pay a monthly income to the insured
in lieu of all other payments. This may be done on any policy anniversary.
The insured must be living and the policy must be in force with no premiums
in default.

The monthly income can be paid as described in any of the Settlement Options A
through F. The net cash value of the policy on the anniversary will be used to
purchase the income. Purchase rates are shown in the Settlement Option Tables.

You can increase the monthly income by as much as $30 for each $1,000 of face
amount of the policy. At the time of the purchase you must also pay us:

1.   The amount needed to provide the additional income at the rates in the
     Settlement Option Tables, plus

2.   2% of that part of the payment which would increase the monthly income to
     $10 for each $1,000 face amount, plus

3.   5% of that part of the payment which would buy a second $10 for each $1,000
     face amount, plus

4.   8% of the remainder of the payment.

We may, from time to time, offer additional settlement options and/or more
favorable settlement option rates to all insureds or beneficiaries under this
policy.


00704                            7.02
(9/86)


<PAGE>
<PAGE>

CONTINGENT PAYEE

The payee may name contingent payees, subject to any restrictions under a
settlement option chosen during the insured's lifetime, under the following
conditions:

1.  If you are the payee; or

2.  If the payee has the right to withdraw the entire amount under the
    option, even though contingent payees may have been previously named; or

3.  If at any time after the insured's death and during the option period no
    previously named contingent payee is living.

Designations made by the payee under these provisions may be changed by the
payee. Such changes must be made by written request satisfactory to us.
Changes will only take effect when we accept them in writing at our home
office. At that time, the contingent interest of any other person is
terminated as of the date the payee signed the request, whether or not the
payee is living when we receive the request.

EXTENDED PROVISIONS

Provisions for settlement of proceeds different from those stated in this
policy may only be made upon written agreement with us.

COMPANY LIABILITY

We will be fully discharged by any payment we make when a written request for
an election, change, or revocation was made and is received in our home
office.

00704                            7.03
(9/86)


<PAGE>
<PAGE>

                                                     SETTLEMENT OPTION TABLES

                                                          FOR EACH $1,000

<TABLE>
- -----------------------------------------------------------------------------------------------------------------------------------
                                                         ON A-LIFE INCOME
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
    AGE OF PAYEE      MONTHLY       AGE OF PAYEE      MONTHLY       AGE OF PAYEE       MONTHLY      AGE OF PAYEE      MONTHLY
                    INSTALLMENTS                    INSTALLMENTS                    INSTALLMENTS                    INSTALLMENTS
- -----------------------------------------------------------------------------------------------------------------------------------
         <S>           <C>               <C>           <C>               <C>           <C>            <C>              <C>
         15            $3.58             35            $3.99             55            $5.09             75            $8.30
         16             3.59             36             4.02             56             5.17             76             8.60
         17             3.61             37             4.05             57             5.27             77             8.93
         18             3.62             38             4.09             58             5.36             78             9.28
         19             3.63             39             4.13             59             5.46             79             9.67
- -----------------------------------------------------------------------------------------------------------------------------------
         20             3.65             40             4.16             60             5.57             80            10.08
         21             3.67             41             4.21             61             5.68             81            10.53
         22             3.68             42             4.25             62             5.80             82            11.02
         23             3.70             43             4.30             63             5.93             83            11.54
         24             3.72             44             4.35             64             6.06             84            12.11
- -----------------------------------------------------------------------------------------------------------------------------------
         25             3.74             45             4.40             65             6.20           85 AND          12.73
         26             3.76             46             4.45             66             6.35            OVER
         27             3.78             47             4.51             67             6.51
         28             3.80             48             4.57             68             6.69
         29             3.82             49             4.63             69             6.87
- -----------------------------------------------------------------------------------------------------------------------------------
         30             3.85             50             4.70             70             7.07
         31             3.87             51             4.77             71             7.28
         32             3.90             52             4.84             72             7.51
         33             3.93             53             4.92             73             7.75
         34             3.95             54             5.00             74             8.01
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>
<TABLE>
- -----------------------------------------------------------------------------------------------------------------------------------
                                OPTION B-MONTHLY INSTALLMENTS-JOINT AND ONE-HALF TO SECONDARY PAYEE
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
 AGE OF PRIMARY                                       AGE OF SECONDARY PAYEE <F**>
   PAYEE<F**>
- -----------------------------------------------------------------------------------------------------------------------------------
                 45         46         47         48         49         50         51         52         53         54         55

- -----------------------------------------------------------------------------------------------------------------------------------
      <S>      <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
      55       $4.64      $4.66      $4.68      $4.70      $4.72      $4.74      $4.75      $4.77      $4.78      $4.79      $4.80
      56        4.68       4.71       4.73       4.75       4.77       4.79       4.81       4.83       4.84       4.85       4.87
      57        4.73       4.75       4.78       4.80       4.82       4.84       4.87       4.88       4.90       4.92       4.93
      58        4.77       4.80       4.82       4.85       4.87       4.90       4.92       4.94       4.96       4.98       5.00
      59        4.81       4.84       4.87       4.90       4.93       4.95       4.98       5.00       5.02       5.05       5.07
- -----------------------------------------------------------------------------------------------------------------------------------
      60        4.86       4.89       4.92       4.95       4.99       5.01       5.04       5.06       5.09       5.11       5.13
      61        4.90       4.94       4.97       5.00       5.03       5.06       5.09       5.12       5.15       5.18       5.20
      62        4.95       4.98       5.02       5.05       5.09       5.12       5.15       5.18       5.21       5.24       5.27
      63        5.00       5.03       5.07       5.11       5.14       5.18       5.21       5.24       5.28       5.31       5.34
      64        5.05       5.09       5.12       5.16       5.20       5.23       5.27       5.31       5.34       5.38       5.41
- -----------------------------------------------------------------------------------------------------------------------------------
      65        5.10       5.14       5.18       5.21       5.25       5.29       5.33       5.37       5.41       5.45       5.48
      66        5.15       5.19       5.23       5.27       5.31       5.35       5.40       5.44       5.48       5.52       5.56
      67        5.21       5.25       5.29       5.33       5.37       5.42       5.46       5.50       5.55       5.59       5.63
      68        5.27       5.31       5.35       5.39       5.44       5.48       5.53       5.57       5.62       5.67       5.71
      69        5.33       5.37       5.41       5.46       5.50       5.55       5.60       5.65       5.69       5.74       5.79
- -----------------------------------------------------------------------------------------------------------------------------------
      70        5.39       5.43       5.48       5.52       5.57       5.62       5.67       5.72       5.77       5.82       5.87
      71        5.45       5.50       5.55       5.59       5.64       5.69       5.74       5.80       5.85       5.90       5.96
      72        5.52       5.57       5.62       5.67       5.72       5.77       5.82       5.87       5.93       5.99       6.04
      73        5.59       5.64       5.69       5.74       5.79       5.85       5.90       5.96       6.01       6.07       6.13
      74        5.66       5.71       5.76       5.82       5.87       5.92       5.98       6.04       6.10       6.16       6.22
- -----------------------------------------------------------------------------------------------------------------------------------
      75        5.74       5.79       5.84       5.89       5.95       6.01       6.07       6.13       6.19       6.25       6.32
      76        5.81       5.86       5.92       5.97       6.03       6.09       6.15       6.22       6.28       6.35       6.41
      77        5.89       5.94       6.00       6.06       6.12       6.18       6.24       6.31       6.37       6.44       6.51
      78        5.97       6.03       6.08       6.14       6.20       6.27       6.33       6.40       6.47       6.54       6.61
      79        6.05       6.11       6.17       6.23       6.29       6.36       6.43       6.50       6.57       6.64       6.72
- -----------------------------------------------------------------------------------------------------------------------------------
      80        6.14       6.20       6.26       6.32       6.39       6.45       6.52       6.60       6.67       6.75       6.82
- -----------------------------------------------------------------------------------------------------------------------------------



<PAGE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
                                OPTION B-MONTHLY INSTALLMENTS-JOINT AND ONE-HALF TO SECONDARY PAYEE
- -----------------------------------------------------------------------------------------------------------------------------------
 AGE OF PRIMARY                                    AGE OF SECONDARY PAYEE <F**>
  PAYEE <F**>
- -----------------------------------------------------------------------------------------------------------------------------------
                 56         57         58         59         60         61         62         63         64         65

- -----------------------------------------------------------------------------------------------------------------------------------
      <S>      <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
      55       $4.81      $4.82      $4.83      $4.83      $4.84      $4.85      $4.85      $4.86      $4.86      $4.87
      56        4.88       4.89       4.90       4.90       4.91       4.92       4.93       4.93       4.94       4.94
      57        4.95       4.96       4.97       4.98       4.99       5.00       5.00       5.01       5.02       5.02
      58        5.01       5.03       5.04       5.05       5.06       5.07       5.08       5.09       5.10       5.11
      59        5.08       5.10       5.12       5.13       5.14       5.15       5.17       5.18       5.18       5.19
- -----------------------------------------------------------------------------------------------------------------------------------
      60        5.15       5.17       5.19       5.21       5.22       5.24       5.25       5.26       5.27       5.28
      61        5.23       5.25       5.27       5.29       5.31       5.32       5.34       5.35       5.36       5.38
      62        5.30       5.32       5.35       5.37       5.39       5.41       5.43       5.44       5.46       5.47
      63        5.37       5.40       5.43       5.45       5.48       5.50       5.52       5.54       5.55       5.57
      64        5.45       5.48       5.51       5.54       5.56       5.59       5.61       5.63       5.65       5.67
- -----------------------------------------------------------------------------------------------------------------------------------
      65        5.52       5.56       5.59       5.62       5.65       5.68       5.71       5.73       5.76       5.78
      66        5.60       5.64       5.67       5.71       5.74       5.78       5.81       5.84       5.86       5.89
      67        5.68       5.72       5.76       5.80       5.84       5.87       5.91       5.94       5.97       6.00
      68        5.76       5.80       5.85       5.89       5.93       5.97       6.01       6.05       6.08       6.12
      69        5.84       5.89       5.94       5.98       6.03       6.07       6.12       6.16       6.20       6.24
- -----------------------------------------------------------------------------------------------------------------------------------
      70        5.92       5.98       6.03       6.08       6.13       6.18       6.23       6.27       6.32       6.36
      71        6.01       6.07       6.12       6.18       6.23       6.28       6.34       6.39       6.44       6.49
      72        6.10       6.16       6.22       6.28       6.33       6.39       6.45       6.51       6.56       6.62
      73        6.19       6.25       6.32       6.38       6.44       6.50       6.57       6.63       6.69       6.75
      74        6.29       6.35       6.42       6.48       6.55       6.62       6.68       6.75       6.82       6.89
- -----------------------------------------------------------------------------------------------------------------------------------
      75        6.38       6.45       6.52       6.59       6.66       6.73       6.81       6.88       6.95       7.02
      76        6.48       6.55       6.63       6.70       6.77       6.85       6.93       7.01       7.08       7.17
      77        6.58       6.66       6.73       6.81       6.89       6.97       7.05       7.14       7.22       7.31
      78        6.69       6.77       6.85       6.93       7.01       7.10       7.18       7.27       7.36       7.46
      79        6.80       6.88       6.96       7.04       7.13       7.22       7.32       7.41       7.51       7.61
- -----------------------------------------------------------------------------------------------------------------------------------
      80        6.91       6.99       7.08       7.17       7.26       7.35       7.45       7.55       7.65       7.76
- -----------------------------------------------------------------------------------------------------------------------------------

<FN>
<F**>FOR ADDITIONAL AGE COMBINATIONS, THE PROPER RATES WILL BE PROVIDED UPON REQUEST TO THE HOME OFFICE
</TABLE>





00704                             7.04
(9/86)


<PAGE>
<PAGE>

                                      SETTLEMENT OPTION TABLES-CONTINUED

                                                 FOR EACH $1,000

<TABLE>
- -----------------------------------------------------------------------------------------------------------------------------------
                               OPTION B-MONTHLY INSTALLMENTS-JOINT AND TWO-THIRDS TO SECONDARY PAYEE
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
 AGE OF PRIMARY                                       AGE OF SECONDARY PAYEE <F**>
  PAYEE <F**>
- -----------------------------------------------------------------------------------------------------------------------------------
                 45         46         47         48         49         50         51         52         53         54         55

- -----------------------------------------------------------------------------------------------------------------------------------
      <S>      <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
      55       $4.51      $4.54      $4.56      $4.59      $4.61      $4.63      $4.65      $4.67      $4.69      $4.70      $4.71
      56        4.54       4.57       4.60       4.63       4.65       4.68       4.70       4.72       4.74       4.76       4.77
      57        4.57       4.60       4.63       4.66       4.69       4.72       4.74       4.77       4.79       4.81       4.83
      58        4.60       4.63       4.67       4.70       4.73       4.76       4.79       4.82       4.84       4.87       4.89
      59        4.63       4.67       4.70       4.74       4.77       4.80       4.83       4.86       4.89       4.92       4.94
- -----------------------------------------------------------------------------------------------------------------------------------
      60        4.66       4.70       4.74       4.77       4.81       4.84       4.88       4.91       4.94       4.97       5.00
      61        4.69       4.73       4.77       4.81       4.85       4.88       4.92       4.96       4.99       5.03       5.06
      62        4.72       4.76       4.80       4.84       4.88       4.93       4.97       5.00       5.04       5.08       5.11
      63        4.75       4.79       4.84       4.88       4.92       4.97       5.01       5.05       5.09       5.13       5.17
      64        4.78       4.83       4.87       4.92       4.96       5.01       5.05       5.10       5.14       5.18       5.23
- -----------------------------------------------------------------------------------------------------------------------------------
      65        4.81       4.86       4.91       4.95       5.00       5.05       5.09       5.14       5.19       5.23       5.28
      66        4.85       4.89       4.94       4.99       5.04       5.09       5.14       5.19       5.24       5.29       5.34
      67        4.88       4.93       4.98       5.03       5.08       5.13       5.18       5.23       5.29       5.34       5.39
      68        4.92       4.97       5.02       5.07       5.12       5.17       5.23       5.28       5.34       5.39       5.45
      69        4.96       5.00       5.06       5.11       5.16       5.22       5.27       5.33       5.39       5.44       5.50
- -----------------------------------------------------------------------------------------------------------------------------------
      70        4.99       5.04       5.10       5.15       5.20       5.26       5.32       5.38       5.44       5.50       5.56
      71        5.03       5.08       5.14       5.19       5.25       5.31       5.37       5.43       5.49       5.55       5.62
      72        5.07       5.13       5.18       5.24       5.29       5.35       5.42       5.48       5.54       5.61       5.67
      73        5.11       5.17       5.22       5.28       5.34       5.40       5.47       5.53       5.60       5.66       5.73
      74        5.16       5.21       5.27       5.33       5.39       5.45       5.52       5.58       5.65       5.72       5.79
- -----------------------------------------------------------------------------------------------------------------------------------
      75        5.20       5.26       5.31       5.37       5.44       5.50       5.57       5.64       5.71       5.78       5.85
      76        5.24       5.30       5.36       5.42       5.49       5.55       5.62       5.69       5.76       5.84       5.91
      77        5.29       5.35       5.41       5.47       5.54       5.60       5.67       5.74       5.82       5.89       5.97
      78        5.34       5.40       5.46       5.52       5.59       5.66       5.73       5.80       5.88       5.95       6.03
      79        5.38       5.44       5.51       5.57       5.64       5.71       5.78       5.86       5.93       6.01       6.10
- -----------------------------------------------------------------------------------------------------------------------------------
      80        5.43       5.49       5.56       5.62       5.69       5.76       5.84       5.91       5.99       6.08       6.16
- -----------------------------------------------------------------------------------------------------------------------------------



<PAGE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
                               OPTION B-MONTHLY INSTALLMENTS-JOINT AND TWO-THIRDS TO SECONDARY PAYEE
- -----------------------------------------------------------------------------------------------------------------------------------
 AGE OF PRIMARY                                    AGE OF SECONDARY PAYEE <F**>
  PAYEE <F**>
- -----------------------------------------------------------------------------------------------------------------------------------
                 56         57         58         59          0         61         62         63         64         65

- -----------------------------------------------------------------------------------------------------------------------------------
      <S>      <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
      55       $4.73      $4.74      $4.75      $4.75      $4.76      $4.77      $4.78      $4.78      $4.79      $4.80
      56        4.79       4.80       4.81       4.82       4.83       4.84       4.85       4.86       4.86       4.87
      57        4.85       4.86       4.88       4.89       4.90       4.91       4.92       4.93       4.94       4.95
      58        4.91       4.93       4.94       4.96       4.97       4.98       5.00       5.01       5.02       5.03
      59        4.97       4.99       5.01       5.03       5.04       5.06       5.07       5.09       5.10       5.11
- -----------------------------------------------------------------------------------------------------------------------------------
      60        5.03       5.05       5.08       5.10       5.12       5.13       5.15       5.17       5.18       5.19
      61        5.09       5.12       5.14       5.17       5.19       5.21       5.23       5.25       5.26       5.28
      62        5.15       5.18       5.21       5.24       5.26       5.29       5.31       5.33       5.35       5.37
      63        5.21       5.24       5.28       5.31       5.34       5.37       5.39       5.42       5.44       5.46
      64        5.27       5.31       5.34       5.38       5.41       5.45       5.48       5.50       5.53       5.55
- -----------------------------------------------------------------------------------------------------------------------------------
      65        5.33       5.37       5.41       5.45       5.49       5.53       5.56       5.59       5.62       5.65
      66        5.38       5.43       5.48       5.52       5.56       5.61       5.64       5.68       5.72       5.75
      67        5.44       5.49       5.54       5.59       5.64       5.69       5.73       5.77       5.81       5.85
      68        5.50       5.56       5.61       5.66       5.72       5.77       5.82       5.86       5.91       5.95
      69        5.56       5.62       5.68       5.74       5.79       5.85       5.90       5.95       6.00       6.05
- -----------------------------------------------------------------------------------------------------------------------------------
      70        5.62       5.68       5.74       5.81       5.87       5.93       5.99       6.05       6.10       6.16
      71        5.68       5.75       5.81       5.88       5.94       6.01       6.07       6.14       6.20       6.26
      72        5.74       5.81       5.88       5.95       6.02       6.09       6.16       6.23       6.30       6.37
      73        5.80       5.87       5.95       6.02       6.10       6.17       6.25       6.32       6.40       6.47
      74        5.86       5.94       6.02       6.09       6.17       6.25       6.33       6.42       6.50       6.58
- -----------------------------------------------------------------------------------------------------------------------------------
      75        5.93       6.01       6.08       6.17       6.25       6.33       6.42       6.51       6.60       6.68
      76        5.99       6.07       6.15       6.24       6.33       6.42       6.51       6.60       6.69       6.79
      77        6.05       6.14       6.22       6.31       6.40       6.50       6.59       6.69       6.79       6.89
      78        6.12       6.20       6.29       6.39       6.48       6.58       6.68       6.78       6.89       7.00
      79        6.18       6.27       6.36       6.46       6.56       6.66       6.77       6.88       6.99       7.10
- -----------------------------------------------------------------------------------------------------------------------------------
      80        6.25       6.34       6.44       6.53       6.64       6.74       6.85       6.97       7.09       7.21
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>
<TABLE>
                                  OPTION B-MONTHLY INSTALLMENTS-JOINT AND EQUAL TO SECONDARY PAYEE
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
 AGE OF PRIMARY                                           AGE OF SECONDARY PAYEE <F**>
  PAYEE <F**>
- -----------------------------------------------------------------------------------------------------------------------------------
                 50         51         52         53         54         55         56         57         58         59         60

- -----------------------------------------------------------------------------------------------------------------------------------
      <S>      <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
      50       $4.27      $4.28      $4.29      $4.30      $4.30      $4.31      $4.31      $4.32      $4.32      $4.33      $4.33
      51        4.28       4.32       4.33       4.34       4.35       4.36       4.36       4.37       4.37       4.38       4.38
      52        4.29       4.33       4.37       4.38       4.39       4.40       4.41       4.42       4.43       4.43       4.44
      53        4.30       4.34       4.38       4.43       4.44       4.45       4.46       4.47       4.48       4.49       4.50
      54        4.30       4.35       4.39       4.44       4.49       4.50       4.51       4.53       4.54       4.55       4.56
- -----------------------------------------------------------------------------------------------------------------------------------
      55        4.31       4.36       4.40       4.45       4.50       4.55       4.56       4.58       4.59       4.60       4.62
      56        4.31       4.36       4.41       4.46       4.51       4.56       4.61       4.63       4.65       4.66       4.68
      57        4.32       4.37       4.42       4.47       4.53       4.58       4.63       4.68       4.70       4.72       4.74
      58        4.32       4.37       4.43       4.48       4.54       4.59       4.65       4.70       4.76       4.78       4.80
      59        4.33       4.38       4.43       4.49       4.55       4.60       4.66       4.72       4.78       4.83       4.86
- -----------------------------------------------------------------------------------------------------------------------------------
      60        4.33       4.38       4.44       4.50       4.56       4.62       4.68       4.74       4.80       4.86       4.92
      61        4.33       4.39       4.45       4.51       4.57       4.63       4.69       4.75       4.81       4.88       4.94
      62        4.34       4.40       4.45       4.51       4.57       4.64       4.70       4.77       4.83       4.90       4.96
      63        4.34       4.40       4.46       4.52       4.58       4.65       4.71       4.78       4.85       4.92       4.98
      64        4.35       4.41       4.47       4.53       4.59       4.66       4.72       4.79       4.86       4.93       5.00
- -----------------------------------------------------------------------------------------------------------------------------------
      65        4.35       4.41       4.47       4.53       4.60       4.67       4.73       4.80       4.88       4.95       5.02
      66        4.36       4.42       4.48       4.54       4.61       4.67       4.74       4.81       4.89       4.96       5.04
      67        4.37       4.42       4.49       4.55       4.62       4.68       4.75       4.83       4.90       4.98       5.06
      68        4.37       4.43       4.49       4.56       4.62       4.69       4.76       4.84       4.91       4.99       5.07
      69        4.38       4.44       4.50       4.56       4.63       4.70       4.77       4.85       4.92       5.00       5.09
- -----------------------------------------------------------------------------------------------------------------------------------
      70        4.38       4.44       4.51       4.57       4.64       4.71       4.78       4.86       4.93       5.02       5.10
      71        4.39       4.45       4.51       4.58       4.65       4.72       4.79       4.87       4.94       5.03       5.11
      72        4.39       4.45       4.52       4.58       4.65       4.72       4.80       4.87       4.95       5.04       5.12
      73        4.40       4.46       4.52       4.59       4.66       4.73       4.81       4.88       4.96       5.05       5.14
      74        4.41       4.47       4.53       4.60       4.67       4.74       4.81       4.89       4.97       5.06       5.15
- -----------------------------------------------------------------------------------------------------------------------------------
      75        4.41       4.47       4.54       4.60       4.67       4.75       4.82       4.90       4.98       5.07       5.16
- -----------------------------------------------------------------------------------------------------------------------------------



<PAGE>
<CAPTION>
                                  OPTION B-MONTHLY INSTALLMENTS-JOINT AND EQUAL TO SECONDARY PAYEE
- -----------------------------------------------------------------------------------------------------------------------------------
 AGE OF PRIMARY                                  AGE OF SECONDARY PAYEE <F**>
  PAYEE <F**>
- -----------------------------------------------------------------------------------------------------------------------------------
                 61         62         63         64         65         66         67         68         69         70
- -----------------------------------------------------------------------------------------------------------------------------------
      <S>      <C>        <C>        <C>        <C>       <C>        <C>        <C>        <C>        <C>        <C>
      50       $4.33      $4.34      $4.34      $4.35      $4.35      $4.36      $4.37      $4.37      $4.38      $4.38
      51        4.39       4.40       4.40       4.41       4.41       4.42       4.42       4.43       4.44       4.44
      52        4.45       4.45       4.46       4.47       4.47       4.48       4.49       4.49       4.50       4.51
      53        4.51       4.51       4.52       4.53       4.53       4.54       4.55       4.56       4.56       4.57
      54        4.57       4.57       4.58       4.59       4.60       4.61       4.62       4.62       4.63       4.64
- -----------------------------------------------------------------------------------------------------------------------------------
      55        4.63       4.64       4.65       4.66       4.67       4.67       4.68       4.69       4.70       4.71
      56        4.69       4.70       4.71       4.72       4.73       4.74       4.75       4.76       4.77       4.78
      57        4.75       4.77       4.78       4.79       4.80       4.81       4.83       4.84       4.85       4.86
      58        4.81       4.83       4.85       4.86       4.88       4.89       4.90       4.91       4.92       4.93
      59        4.88       4.90       4.92       4.93       4.95       4.96       4.98       4.99       5.00       5.02
- -----------------------------------------------------------------------------------------------------------------------------------
      60        4.94       4.96       4.98       5.00       5.02       5.04       5.06       5.07       5.09       5.10
      61        5.00       5.03       5.05       5.08       5.10       5.12       5.14       5.16       5.17       5.19
      62        5.03       5.10       5.12       5.15       5.18       5.20       5.22       5.24       5.26       5.28
      63        5.05       5.12       5.19       5.22       5.25       5.28       5.31       5.33       5.35       5.37
      64        5.08       5.15       5.22       5.30       5.33       5.36       5.39       5.42       5.44       5.47
- -----------------------------------------------------------------------------------------------------------------------------------
      65        5.10       5.18       5.25       5.33       5.41       5.45       5.48       5.51       5.54       5.56
      66        5.12       5.20       5.28       5.36       5.45       5.53       5.57       5.60       5.64       5.67
      67        5.14       5.22       5.31       5.39       5.48       5.57       5.66       5.70       5.73       5.77
      68        5.16       5.24       5.33       5.42       5.51       5.60       5.70       5.79       5.83       5.87
      69        5.17       5.26       5.35       5.44       5.54       5.64       5.73       5.83       5.94       5.98
- -----------------------------------------------------------------------------------------------------------------------------------
      70        5.19       5.28       5.37       5.47       5.56       5.67       5.77       5.87       5.98       6.09
      71        5.20       5.29       5.39       5.49       5.59       5.69       5.80       5.91       6.03       6.14
      72        5.21       5.31       5.40       5.51       5.61       5.72       5.83       5.95       6.07       6.19
      73        5.23       5.32       5.42       5.52       5.63       5.74       5.86       5.98       6.10       6.23
      74        5.24       5.34       5.44       5.54       5.65       5.77       5.88       6.01       6.14       6.27
- -----------------------------------------------------------------------------------------------------------------------------------
      75        5.25       5.35       5.45       5.56       5.67       5.79       5.91       6.04       6.17       6.31
- -----------------------------------------------------------------------------------------------------------------------------------

<FN>
<F**>FOR ADDITIONAL AGE COMBINATIONS, THE PROPER RATES WILL BE PROVIDED UPON REQUEST TO THE HOME OFFICE.
</TABLE>



00704                             7.05
(9/86)


<PAGE>
<PAGE>

                                    SETTLEMENT OPTION TABLES-CONTINUED

                                              FOR EACH $1,000

<TABLE>
- -----------------------------------------------------------------------------------------------------------------------------------
                                     OPTION C-MONTHLY INSTALLMENTS CERTAIN AND LIFE THEREAFTER
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
 AGE OF PAYEE               MONTHLY INSTALLMENTS                    AGE OF PAYEE                  MONTHLY INSTALLMENTS
                ---------------------------------------------                        ----------------------------------------------
                           NUMBER OF YEARS CERTAIN                                               NUMBER OF YEARS CERTAIN
- -----------------------------------------------------------------------------------------------------------------------------------
                    5           10          15          20                               5           10          15          20
- -----------------------------------------------------------------------------------------------------------------------------------
     <S>          <C>         <C>         <C>         <C>                 <C>          <C>         <C>         <C>         <C>
     15           $3.58       $3.58       $3.58       $3.57               40           $4.16       $4.15       $4.14       $4.11
     16            3.59        3.59        3.59        3.58               41            4.20        4.19        4.18        4.15
     17            3.61        3.60        3.60        3.60               42            4.25        4.24        4.22        4.18
     18            3.62        3.62        3.61        3.61               43            4.29        4.28        4.26        4.22
     19            3.63        3.63        3.63        3.62               44            4.34        4.33        4.30        4.26
- -----------------------------------------------------------------------------------------------------------------------------------
     20            3.65        3.65        3.64        3.64               45            4.39        4.38        4.35        4.30
     21            3.66        3.66        3.66        3.65               46            4.45        4.43        4.40        4.34
     22            3.68        3.68        3.68        3.67               47            4.50        4.48        4.44        4.39
     23            3.70        3.70        3.69        3.69               48            4.56        4.54        4.50        4.43
     24            3.72        3.71        3.71        3.70               49            4.63        4.60        4.55        4.48
- -----------------------------------------------------------------------------------------------------------------------------------
     25            3.74        3.73        3.73        3.72               50            4.69        4.66        4.60        4.53
     26            3.76        3.75        3.75        3.74               51            4.76        4.72        4.66        4.57
     27            3.78        3.77        3.77        3.76               52            4.83        4.79        4.72        4.62
     28            3.80        3.79        3.79        3.78               53            4.91        4.86        4.78        4.67
     29            3.82        3.82        3.81        3.80               54            4.98        4.93        4.84        4.73
- -----------------------------------------------------------------------------------------------------------------------------------
     30            3.84        3.84        3.84        3.83               55            5.07        5.01        4.91        4.78
     31            3.87        3.87        3.86        3.85               56            5.15        5.08        4.98        4.84
     32            3.90        3.89        3.89        3.88               57            5.24        5.17        5.05        4.89
     33            3.92        3.92        3.91        3.90               58            5.33        5.25        5.12        4.95
     34            3.95        3.95        3.94        3.93               59            5.43        5.34        5.19        5.01
- -----------------------------------------------------------------------------------------------------------------------------------
     35            3.98        3.98        3.97        3.96               60            5.54        5.43        5.27        5.06
     36            4.02        4.01        4.00        3.98               61            5.64        5.53        5.35        5.12
     37            4.05        4.04        4.03        4.02               62            5.76        5.63        5.43        5.18
     38            4.09        4.08        4.07        4.05               63            5.88        5.73        5.51        5.24
     39            4.12        4.12        4.10        4.08               64            6.00        5.84        5.60        5.30
- -----------------------------------------------------------------------------------------------------------------------------------


<PAGE>
<CAPTION>
- -------------------------------------------------------------
  OPTION C-MONTHLY INSTALLMENTS CERTAIN AND LIFE THEREAFTER
- -------------------------------------------------------------
 AGE OF PAYEE                 MONTHLY INSTALLMENTS
                ---------------------------------------------
                            NUMBER OF YEARS CERTAIN
- -------------------------------------------------------------
                    5           10          15          20
- -------------------------------------------------------------
    <S>           <C>         <C>         <C>         <C>
     65           $6.14       $5.96       $5.69       $5.36
     66            6.28        6.08        5.78        5.42
     67            6.43        6.21        5.87        5.48
     68            6.59        6.34        5.97        5.53
     69            6.77        6.48        6.06        5.58
- -------------------------------------------------------------
     70            6.95        6.62        6.16        5.64
     71            7.14        6.77        6.25        5.69
     72            7.35        6.93        6.35        5.73
     73            7.57        7.09        6.44        5.77
     74            7.81        7.26        6.54        5.81
- -------------------------------------------------------------
     75            8.05        7.43        6.63        5.85
     76            8.32        7.60        6.72        5.88
     77            8.60        7.78        6.80        5.91
     78            8.90        7.96        6.88        5.93
     79            9.21        8.14        6.95        5.95
- -------------------------------------------------------------
     80            9.55        8.32        7.02        5.96
     81            9.90        8.50        7.08        5.98
     82           10.27        8.67        7.13        5.98
     83           10.66        8.84        7.18        5.99
     84           11.06        9.01        7.22        5.99
- -------------------------------------------------------------
    85 &          11.48        9.16        7.25        6.00
    OVER
- -------------------------------------------------------------
</TABLE>


<PAGE>
<TABLE>
- -------------------------------------------------------------------------------------------------   -------------------------------
<CAPTION>
                                                                                                               OPTION F
                             OPTION D-MONTHLY INSTALLMENTS-CASH REFUND                                       INSTALLMENTS
                                                                                                                CERTAIN
- -------------------------------------------------------------------------------------------------   -------------------------------
    AGE OF PAYEE     MONTHLY       AGE OF PAYEE     MONTHLY       AGE OF PAYEE     MONTHLY               YEARS         MONTHLY
                   INSTALLMENTS                   INSTALLMENTS                   INSTALLMENTS           CERTAIN      INSTALLMENTS
- -------------------------------------------------------------------------------------------------   -------------------------------
        <S>           <C>              <C>           <C>           <C>              <C>                    <C>         <C>
        15            $3.57            45            $4.28            75            $6.71                  1           $84.83
        16             3.58            46             4.32            76             6.85                  2            43.25
        17             3.59            47             4.36            77             7.02                  3            29.39
        18             3.60            46             4.40            78             7.17                  4            22.47
        19             3.62            49             4.45            79             7.34                  5            18.32
- -------------------------------------------------------------------------------------------------   -------------------------------
        20             3.63            50             4.50            80             7.51                  6            15.56
        21             3.65            51             4.55            81             7.70                  7            13.59
        22             3.66            52             4.60            82             7.87                  8            12.11
        23             3.68            53             4.65            83             8.06                  9            10.97
        24             3.69            54             4.71            84             8.25                  10           10.06
- -------------------------------------------------------------------------------------------------   -------------------------------
        25             3.71            55             4.77          85 AND           8.46                  11            9.31
        26             3.73            56             4.83           OVER                                  12            8.69
        27             3.75            57             4.89                                                 13            8.17
        28             3.77            58             4.96                                                 14            7.72
        29             3.79            59             5.03                                                 15            7.34
- -------------------------------------------------------------------------------------------------   -------------------------------
        30             3.81            60             5.10                                                 16            7.00
        31             3.84            61             5.18                                                 17            6.70
        32             3.86            62             5.26                                                 18            6.44
        33             3.89            63             5.34                                                 19            6.21
        34             3.91            64             5.43                                                 20            6.00
- -------------------------------------------------------------------------------------------------   -------------------------------
        35             3.94            65             5.52                                                 21            5.81
        36             3.97            66             5.62                                                 22            5.64
        37             4.00            67             5.72                                                 23            5.49
        38             4.03            68             5.82                                                 24            5.35
        39             4.06            69             5.93                                                 25            5.22
- -------------------------------------------------------------------------------------------------   -------------------------------
        40             4.09            70             6.05                                                 26            5.10
        41             4.12            71             6.17                                                 27            4.99
        42             4.16            72             6.30                                                 28            4.89
        43             4.20            73             6.43                                                 29            4.80
        44             4.24            74             6.57                                                 30            4.72
- -------------------------------------------------------------------------------------------------   -------------------------------
</TABLE>


00704                             7.06
(9/86)



<PAGE>
<PAGE>

                  WAIVER OF MONTHLY DEDUCTION RIDER

If this rider is listed on the Policy Specifications page it
is a part of the policy. It is subject to all of the
provisions of the policy which are not inconsistent with the
provisions of this rider.

WAIVER OF PREMIUM If you furnish us with due written proof that the insured
BENEFIT           is totally disabled, as defined in this rider, we will
                  waive premium for this policy. The insured must have
                  become disabled after age 5 and before age 70. The
                  disability must have continued without interruption
                  for at least six months. This rider must be in force.
                  Premiums on this policy will be waived as follows:

                  Disability Beginning Before Age 60. If the insured's
                  disability begins before age 60, we will waive premiums
                  which were due during the six months of uninterrupted
                  disability. We will continue to waive premiums after that.
                  However, the insured must continue to be totally disabled.

                  Disability Beginning Between Ages 60 and 70. If the
                  insured's disability begins on or after age 60 but before
                  age 70, we will waive premiums which were due during the
                  six months of uninterrupted disability. We will continue
                  to waive premiums after that, but no later than age 70.
                  However, the insured must continue to be totally disabled.

DEFINITION OF     "Age 5," "age 60," and "age 70" begin on the policy
AGE 5, AGE 60,    anniversaries nearest the Insured's 5th, 60th, and 70th
AND AGE 70        birthdays, respectively.

TOTAL DISABILITY  "Total Disability" means the complete inability of the
                  insured to perform all of the substantial and material
                  duties of his regular occupation. Such disability must be
                  the result of an injury or a sickness. The injury or
                  sickness must originate after this rider became effective.

                  However, after this period of disability has continued
                  for 60 months, the insured will be considered to be
                  totally disabled only if he is unable to perform all of
                  the substantial and material duties of any occupation for
                  which he is reasonably fitted by education, training or
                  experience. Such disability must be the result of an
                  injury or a sickness.

                  If after this rider becomes effective you suffer the total
                  and irrecoverable loss of sight in both eyes, or of the
                  use of both hands or both feet, or of one hand and one
                  foot, this will be considered total disability as defined
                  in this rider. On such a loss the insured will still be
                  considered disabled even though working at an occupation.

RECURRENT TOTAL   If, while this policy is in force, the insured becomes
DISABILITY        disabled again after having been totally disabled before,
                  the new disability will be considered a continuation of
                  the previous period unless:

                  1.  It is due to an entirely different cause; or

                  2.  The insured has performed the material and
                      substantial duties of a gainful occupation. These
                      duties must be performed for a continuous period of
                      6 months or more between such periods of total
                      disability.

RISKS NOT         We will not waive monthly deductions under this rider if
ASSUMED           disability results from war or any act of war while the
                  insured is in the military, naval or air forces of any
                  country at war. We will also not waive premiums if the
                  insured becomes disabled while in a civilian non-combatant
                  unit serving with such forces. "War" includes undeclared
                  war and "any country" includes any international organization
                  or combination of countries.

TERMINATION       You may terminate this rider as of any monthly anniversary
                  following a proper written request. If this rider is not
                  already terminated, it will terminate on the date any of
                  the following events first occurs:

                  1.  When the insured attains age 70. This will be without
                      prejudice to any benefits granted for total disability
                      occurring before age 70; or

P-82WMD                                1

<PAGE>
<PAGE>


                  2.  The lapse of the policy; or

                  3.  The surrender of the policy; or

                  4.  The maturity of the policy; or

                  5.  The date of death of the insured.

NOTICE OF         Before we waive any monthly deduction, we must receive
CLAIM AND PROOF   at our Home Office:
OF DISABILITY
                  1.  Written notice of claim for this benefit during the
                      lifetime of the insured. This notice must be submitted
                      during the continuance of total disability. This notice
                      cannot be submitted later than six months after age 70 of
                      the insured.

                  2.  Written proof of total disability within six months
                      after we receive written notice of claim. In no event
                      shall this proof be submitted later than the date when
                      any of the following events first occurs:

                      a. One year after age 70 of the insured;

                      b. Prior maturity of the policy;

                      c. Surrender of the policy for its net cash value;

                      d. One year from the due date of the first unpaid
                         monthly deduction.

                  Failure to give such notice and proof within the time
                  allowed will not always invalidate a claim. We will
                  consider the claim if you show us that it was not
                  reasonably possible to file notice and proof on time.
                  However, you must file notice and proof as soon as is
                  reasonably possible. In no event will any monthly
                  deduction be waived or refunded if its due date was more
                  than one year before we received notice of claim at
                  our Home Office.

                  We will require no further proof of disability and we
                  will automatically waive all further premiums if:

                  1.  The insured is totally disabled at age 70; and

                  2.  All monthly deductions for at least the five years
                      preceding age 70 have been waived.

EXAMINATION       We have the right to have the insured examined by our
OF THE INSURED    appointed examiner. We also have the right to receive
AND PROOF OF      written proof of continuance of disability from the insured
CONTINUED         at the following times:
DISABILITY
                  1.  After receipt of such notice of claim;

                  2.  At any time within two years after we receive proof
                      of total disability;

                  3.  Not more than once each year after the first two years.

                  We will not waive any further monthly deductions if the
                  insured refuses to be medically examined. Nor will we
                  waive further premiums if proof of continuance of disability
                  is not furnished when we request it.

INCONTESTABILITY  We cannot contest this rider as to statements made in the
                  application for the policy after a period of two years from
                  the date of issue if:

                  1.  This rider shall have been in force during the
                      lifetime of the insured; and

                  2.  The insured does not become totally disabled within
                      this period.

P-82WMD                             2

<PAGE>
<PAGE>

COST OF           The cost of insurance for the Waiver of Monthly
INSURANCE         Deductions Rider is determined on a monthly basis. The
                  cost of insurance for a policy month is calculated as
                  (a) multiplied by (b) where:

                  a. is the cost of insurance rate for this rider; and

                  b. is the sum of items i, ii, iii and iv where:

                     i.   is the cost of insurance for the basic policy
                          for the policy month

                     ii.  is the first year monthly policy charge, where
                          applicable

                     iii. is the monthly expense charge, when applicable

                     iv.  is any cost of insurance for the policy month
                          for any benefit provided by a supplemental
                          rider (other than Waiver of Monthly Deduction
                          Rider) made a part of the basic policy.

                  The cost of insurance rate for this benefit is based on
                  the attained age, sex and rate class of the insured. Cost
                  of insurance rates will be determined by us based on
                  expectations as to future experience. However, these
                  rates will not exceed those shown in the Guaranteed Cost
                  of Insurance Rates for Waiver of Monthly Deductions
                  Rider.

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

GENERAL           We will pay dividends and all other amounts payable
PROVISIONS        under the policy the same as if premiums had not been
                  waived.

                  If the insured becomes disabled during the grace period
                  of the first monthly deduction in default, we will allow
                  this Waiver of monthly deduction as if default had not
                  occurred. However, you will be liable for the monthly
                  deduction in default. Interest compounded at 6% per year
                  will be charged on this monthly deduction.

                  You may apply for reinstatement of this policy with or
                  without this rider. We have the right to decide whether
                  to approve the reinstatement of this policy with or
                  without this rider.

DATE OF ISSUE     The date of issue of the rider is the same as the date
                  of issue of this policy unless another date of issue
                  is shown below.




- ---------------------
        DATE



                  /s/ Helen Couranz              /s/ H. Edwin Trusheim
                     SECRETARY                         PRESIDENT



                                  GENERAL
                                  AMERICAN
                          LIFE INSURANCE COMPANY
                         ST. LOUIS, MISSOURI 63166

P-82WMD



                                   3


<PAGE>
<PAGE>

                       ACCIDENTAL DEATH BENEFIT RIDER

If this rider is listed on the Policy Specifications page it is part of the
policy. It is subject to all of the provisions of the policy which are not
inconsistent with the provisions of this rider. The Policy Specifications
page shows the benefit amount of this rider.

ACCIDENTAL DEATH BENEFIT

This benefit is subject to the restrictions and provisions of this rider. We
will pay the amount of this benefit as part of the policy proceeds. We must
however receive due proof that the insured died:

1.    While this rider is in force; and

2.    After the policy anniversary nearest age 5 and before the anniversary
      nearest age 70 of the insured; and

3.    Occurred within 120 days from the date of an accidental injury; and

4.    Directly and independently of all other causes from accidental bodily
      injury. Except for drowning there must be visible evidence of a contusion
      or wound on the exterior of the body. If the injury is internal, it must
      be visibly manifested on an autopsy.

RISKS NOT ASSUMED

We will not pay this benefit if the insured's death results directly or
indirectly from any of the following (nor will we pay this benefit if the
insured's death was caused by or contributed to by any of these conditions):

1.    Self-inflicted injury while sane or insane.

2.    Any bodily or mental infirmity or disease existing before or which
      commences after the accidental injury.

3.    Any medical or surgical treatment, unless such treatment is a result
      of a covered accidental injury.

4.    Any infection, other than a bacterial infection which occurs as a
      result of a covered accidental injury.

5.    The voluntary entry into the body, in any manner, of any of the
      following unless taken as prescribed by a licensed physician:

      a.    any intoxicant, excitant, hallucinogen; or

      b.    any other narcotic, drug or controlled substance.

6.    The voluntary entry into the body, in any manner, of any of the
      following, unless involuntary in the course of employment:

      a.    any gas; or

      b.    any poison or poisonous substance.

7.    Participation in an assault.

8.    Participation in a felony.

9.    Participation in a riot.

10.   Injury which is a result of war or any act of war while the insured is
      in the military, naval, or air forces of any country. Injury while in
      any auxiliary or civilian combatant or non-combatant unit. "Any country"
      includes any international organization or the combination of countries
      at war. "War" includes undeclared war.

11.   Travel or flight in or on a descent from any kind of aircraft if the
      insured is a pilot, officer, or other member of the crew of the aircraft;
      or is giving or receiving any kind of training or instruction; or has any
      duties aboard the aircraft; or is being flown for the purpose of any
      descent from the aircraft. "Aircraft" includes rocket craft or any other
      vehicle, conveyance or device designed for travel or other movement in or
      beyond the earth's atmosphere.


82-ADB                              1
<PAGE>
<PAGE>

TERMINATION

You may terminate this rider as of any monthly anniversary following a
proper written request. If this rider is not already terminated it will
terminate on the date when any of the following events first occurs:

1.    The policy anniversary nearest age 70 of the insured; or

2.    The lapse of the policy; or

3.    The surrender of the policy; or

4.    The maturity of the policy; or

5.    The date of death of the insured.

COST OF INSURANCE

The cost of insurance for the accidental death benefit is determined on a
monthly basis. The cost of insurance for a policy month is calculated as (a)
multiplied by (b), where:

a.    is the cost of insurance rate for this benefit; and

b.    is the amount of accidental death benefit.

The cost of insurance rate for this benefit is based on the attained age,
sex and rate class of the insured. Cost of insurance rates will be
determined by us based on expectations as to future experience. However,
these rates will not exceed those shown in the Guaranteed Cost of Insurance
Rates for Accidental Death Benefit Rider.

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

GENERAL PROVISIONS

We will have the right to examine the body of the insured. We also will have
the right to require an autopsy where not forbidden by law.

INCONTESTABILITY

This rider will be incontestable after it has been in force during the life
of the insured for two years from its date of issue.

DATE OF ISSUE

The date of issue of this rider is the same as the date of issue of the
policy unless another date of issue is shown below.

You may apply for reinstatement of the policy with or without this rider. We
have the right to decide whether to approve the reinstatement of the policy
with or without this rider.


- ----------------------
         DATE



          /s/ Helen Couranz                /s/ H. Edwin Trusheim
              SECRETARY                          PRESIDENT

                                 General
                                American
                         LIFE INSURANCE COMPANY
                        ST. LOUIS, MISSOURI 63166
                                 [Logo]


82-ADB                              2



<PAGE>


                           Exhibit 1. (8)(a)
                           -----------------


              Proposed form of Agreement to Purchase Shares




<PAGE>
<PAGE>

                           STOCK SALE AGREEMENT


     This Agreement dated                      , between GENERAL AMERICAN
                          ---------------------
LIFE INSURANCE COMPANY, a mutual insurance company organized under the laws of
Missouri ("GALIC"), and General American Capital Company, a corporation
organized under the laws of Maryland ("Capital Company");

                             WITNESSETH, that

     WHEREAS, Capital Company will serve as the investing medium for
General American Life Insurance Company Separate Account Eleven ("Separate
Account"), established by GALIC under Section 376.309 of the revised statutes
of Missouri; and

     WHEREAS, Capital Company desires to sell its shares to the Separate
Account and to organizations approved by GALIC (the Separate Account, other
separate accounts, and other organizations herein collectively called
"Prospective Purchasers"); and

     WHEREAS, some of the Prospective Purchasers now desire to purchase
shares of Capital Company, and other Prospective Purchasers may desire to do
so;

     NOW THEREFORE, in consideration of the premises and of the mutual
convenants herein contained and other good and valuable consideration the
receipt of which is hereby acknowledged, the parties hereto, intending to be
legally bound hereby, agree as follows:

     1.   Sales of Shares to Prospective Purchasers.  Capital Company
          -----------------------------------------
will sell its shares at the "net asset value" of such



<PAGE>
<PAGE>

shares (as defined in the preliminary prospectus forming part of the
Registration Statement of Capital Company, Registration No. 33-10145 under the
Securities Act of 1933) to such of the Prospective Purchasers as shall seek to
buy shares of Capital Company. Such sales will be made by Capital Company in
such amounts as may be requested from time to time at the net asset value as
next determined after any such request is received by Capital Company. Capital
Company will take such steps as may be necessary to provide a sufficient number
of its shares to meet the requests of the Prospective Purchasers. No
Prospective Purchaser shall be under any obligation to purchase shares of
Capital Company at any time or in any amount.

     2.   No Sales to Others; Redemptions.  Capital Company will not,
          -------------------------------
so long as this Agreement remains in effect,

          (a)  sell its shares to any person other than Prospective
Purchasers; or

          (b)  change the terms and conditions for the redemption of
its shares set forth in the Registration Statement referred to in Paragraph 1.

     3.   Organizational Expenses of Capital Company.  GALIC will pay
          ------------------------------------------
the organization costs of Capital Company. These include:

          (a)  the cost of incorporation and registering Capital
               Company with state and federal authorities,

          (b)  required initial capital, if any,


                              - 2 -


<PAGE>
<PAGE>

          (3)  printing costs of the prospectuses for Capital
               Company.

     4.   Termination of Agreement.  This Agreement may be terminated
          ------------------------
at any time by GALIC on 360 days' written notice to Capital Company or by
Capital Company on 360 days' written notice to GALIC.

     5.   Notices.  Any notice under this Agreement shall be in writing
          -------
and if to Capital Company, delivered or mailed postage prepaid to it at 700
Market Street, St. Louis, Missouri 63101, or at any other address that Capital
Company may hereafter designate by written notice to GALIC, and if to GALIC,
delivered or mailed postage prepaid to it at 700 Market Street, St. Louis,
Missouri 63101, or at any other address that GALIC may hereafter designate by
written notice to Capital Company.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed in their corporate names, all as of the date first above written.


                                  GENERAL AMERICAN LIFE INSURANCE
                                  COMPANY


ATTEST:                           By
       ------------------           ----------------------------------
         Secretary                     President



                                  GENERAL AMERICAN CAPITAL COMPANY


ATTEST:                           By
       ------------------           ----------------------------------
         Secretary                     President



                              - 3 -


<PAGE>


                          Exhibit 1. (10)(a)
                          ------------------

                   Proposed form of Application for

                           Standard Policy

<PAGE>
<PAGE>

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

                             APPLICATION

                                 FOR

                          FLEXIBLE PREMIUM

                           VARIABLE LIFE

                             INSURANCE



                              General
                              American
                    LIFE INSURANCE COMPANY [Logo]
                         St. Louis, Missouri

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

10859 (9/86)

<PAGE>
<PAGE>

                                GENERAL
                              INSTRUCTIONS

*  Please complete all applications and supplements in black ink for
   photocopying and microfilming purposes.

*  Please print legibly to avoid issue errors.

*  In order to make the application less bulky, it will be necessary
   to photocopy the MIB authorization if an APS is ordered by the General
   Agent. The original MIB authorization must be forwarded to the Home
   Office with the application.

*  To avoid overwrite-Please remove the Proposed Insured's copy of the
   Interim Insurance Agreement after completion, if applicable.




10859 (9-86)
<PAGE>
<PAGE>

                          GENERAL AMERICAN

                       LIFE INSURANCE COMPANY

                         ST. LOUIS, MISSOURI

           AUTHORIZATION TO OBTAIN AND DISCLOSE INFORMATION

I authorize General American, its agents, employees, reinsurers, insurance
support organizations and their representatives to obtain information about
me to evaluate this application. This information may be about: (a) age;
(b) medical history, condition and care; (c) physical and mental health;
(d) occupation; (e) income; (f) avocations; (g) driving record; (h) other
personal characteristics; and (i) other insurance. It includes the use of
alcohol, drugs and tobacco.

I authorize any physician, health care professional, hospital, clinic,
medical facility, the Veterans Administration, the MIB, Inc., employer,
consumer reporting agency or other insurance company, to release information
about me to General American or its representatives on receipt of this
Authorization. General American or its representative(s) may also release
this information about me to its reinsurer, to the MIB, Inc., or to
another insurance company to whom I have applied or to whom a claim has
been made. No other release may be made except as allowed by law or
as I further authorize.

This form is valid for 30 months from the date it is signed. I have
received the Notice of Information Practices, which includes the Medical
Information Bureau and Fair Credit Reporting Act notices. I authorize
General American to obtain an investigative consumer report on me.

A photographic copy of this is as valid as the original. I have the right
to receive a copy of this if I ask for it.

                                                  John Doe
- ---------------------------------   ---------------------------------------
Date                                    Print Name of Proposed Insured

                                    X
- ---------------------------------    --------------------------------------
Witness                                 Signature of Proposed Insured,
                                         Parent or Guardian of Minor

        Send Authorization to Home Office with Application
- ---------------DETACH HERE-------------------------------------------------
                       Give Bottom to Proposed Insured


                                GENERAL AMERICAN
                             LIFE INSURANCE COMPANY
                              ST. LOUIS, MISSOURI

                           CUSTOMER INTERVIEW PROGRAM

        In connection with your application for insurance you may be
        receiving a telephone call from a person at our Home Office or
        another agency authorized to obtain some personal and financial
        information. You can be assured that your answers are strictly
        confidential and will be used only to assess your eligibility for
        insurance. The interview normally takes from five to ten minutes
        and will be conducted at a time convenient to you. In the event
        you are not in when the interviewer calls. the interviewer will
        probably leave his/her name and a telephone number so that you
        can return the call at no charge to you and supply the necessary
        information.

10859 (9-86)

<PAGE>
<PAGE>




NOTICE OF INFORMATION PRACTICES -- This Notice Must be Given to the Proposed
Insured (Including Medical Information Bureau Notice and Fair Credit
Reporting Act Notice).

In considering your application, information from various sources will be
considered. These include your statements, the results of your physical
examination (if required), and reports we get from doctors or medical
facilities which have attended you.

Information about your insurability will be treated as confidential. We,
or our reinsurers, may however, make a brief report of this to the Medical
Information Bureau, a nonprofit membership organization of life insurance
companies, which operates an information exchange on behalf of its members.
If you apply to another Bureau member company for life or health insurance
coverage, or a claim for benefits is submitted to such a company, the
Bureau, upon request, will supply such company with the information in its
file.

Upon receipt of a request from you, the Bureau will arrange disclosure of
any information it may have in your file (medical information will be
disclosed only to your attending physician). If you question the accuracy
of information in the Bureau's file, you may contact the Bureau and seek
a correction in accordance with the procedures set forth in the federal
Fair Credit Reporting Act. The address of the Bureau's information
office is Post Office Box 105, Essex Station, Boston, Massachusetts 02112,
telephone number (617) 426-3660.

We, or our reinsurers, may also release information to other life insurance
companies to whom you apply for life or health insurance, or to whom a
claim is submitted.

In addition, we may get an investigative report from a consumer reporting
agency. This report requires personal interviews with your neighbors,
friends, or other acquaintances for information as to your general
reputation, personal characteristics and mode of living. As part of your
application, you have authorized us to do this. You have the right to be
personally interviewed and to make a written request within a reasonable
period about the nature and scope of this investigation. Upon written
request you will be told if such a report has actually been ordered, and
if it has, we will give you the name and address of the consumer reporting
agency. You may contact this consumer reporting agency and ask for a copy
of such report.

Unless a legitimate business need exists or we are required to do so
by law, the information we get in this report, as well as any other
information which we later acquire, will not be disclosed to anyone else
without your consent. You may request a copy of all information acquired
by us and have a right to correct any personal information which you
feel is inaccurate. We will, if required by law, give you a more detailed
notice of the types of personal information which we get in considering
your application, as well as any additional rights which you may have.

If you need any assistance, please feel free to contact your agent or
us at General American, Attention: Individual Life and Health Underwriting
B1-10, 13045 Tesson Ferry Rd., St. Louis, MO 63128.

10859 (9-86)

<PAGE>
<PAGE>

NO.                 CONDITIONAL RECEIPT
   ----------------

                    INTERIM INSURANCE FOR APPLICATION
                 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
PLEASE READ CAREFULLY
- ---------------------

I                   John Doe                 have made application to General
 -------------------------------------------
          (Name of Proposed Insured)

American Life Insurance Company for flexible premium variable life insurance.
On the same date as below  John Doe, 13045 Tesson Ferry, St. Louis, MO 63128
                         -----------------------------------------------------
                               (Name and Address of Premium Deposit Payor)

have/has advanced $                    as a premium deposit for flexible
                   -------------------
variable life insurance.

                               SECTION I

This Receipt may provide a LIMITED AMOUNT of insurance. Any such insurance
                           ------- ------
will be for a LIMITED PERIOD of time (90 days or less). NO INSURANCE will
              ------- ------
be in effect unless each of the conditions precedent listed below is fulfilled
                                ---------- ---------
exactly. This Receipt does not commit us to issue any policy(ies) other than
according to our usual underwriting standards.

CONDITIONS PRECEDENT
- --------------------
(1)  The deposit must be at least 1/12th of the annual premium for the
     policy(ies) applied for. Unless that amount or more is advanced, NO
     INSURANCE will take effect under this Receipt. To obtain the MAXIMUM
     PERIOD (90 days) of coverage, the deposit must be at least 1/4th of
     the annual premium for the policy(ies) applied for.
(2)  The deposit(s) must be paid at the time the Application Part I is
     signed. This Receipt must be issued at the same time.
(3)  We must receive the total premium deposit in our National Service
     Center at 13045 Tesson Ferry Road, St. Louis, MO 63128.
(4)  Any check or draft submitted must be paid the first time it is
     presented.
(5)  We must receive the Application Part II and all medical examinations
     or tests we request, or which our underwriting rules require. We
     must receive these at our National Service Center no later than
     60 days from the date of this Receipt.
(6)  Our underwriters must formally determine that on the latest of:
     (a)  the date of the Application Part I, or
     (b)  the date of the latest Application Part II, or
     (c)  the date of the latest medical examination or test we require,
     each proposed insured was acceptable to us under our rules, limits
     and standards. Each person must qualify for the exact plan and
     amount of insurance and for all supplemental riders applied for.
     Each person must also be insurable at least at our standard premium
     rates.
(7)  No interim insurance will be in effect if any incorrect or untrue
     or incomplete statement of material fact is made on:
     (a)  the Application Part I or Part II, or
     (b)  any report of any examination or medical test submitted to us.
     Knowledge of true facts by the agent or medical examiner shall not
     be imputed to us unless stated in Part I, Part II or a medical
     report received in the National Service Center.

* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *

                               SECTION II

LIMITATIONS
- -----------
Interim insurance under this Receipt is also subject to these limitations:
(1)  The maximum interim life and accidental death insurance under this
     and ALL OTHER RECEIPTS that may be in effect with us in the amount
     applied for, or $500,000 whichever amount is less. Even if more
     than one Receipt is in effect, the total amount paid under all
     Receipts cannot be more than $500,000. This maximum amount will
     also be reduced by any other life and accident death insurance in
     force with us. The minimum amount of interim life insurance will be
     either the amount applied for or $25,000, whichever is less.
(2)  Except as limited by this Receipt, our liability is governed by the
     terms of the policy(ies) applied for. Except for any waiver of premium
     benefit the term "Policy" includes any riders you have applied for.
(3)  Interim insurance may be in effect for up to 90 days from the date
     of this Receipt. If the deposit is less than 1/4th of the annual
     premium for the policy(ies) applied for, the maximum period for
     interim insurance shall be proportionately less.
(4)  No interim insurance shall be payable if the proposed insured (a)
     dies by suicide, or (b) dies or becomes disabled as a result of
     self-inflicted injury, while sane or insane.

<PAGE>
(5)  No one is authorized to accept a deposit for a proposed insured who
     is less than 15 days old or over age 70. There will be no interim
     insurance for such person, even if a deposit is submitted. (Any
     age listed will be "age nearest birthday" on the date of this
     Receipt.)

* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *  R
     Interim insurance will become effective if each of the conditions       E
     precedent in Section I is fulfilled exactly. This coverage is subject   M
     to the limitations in Section II. The effective date of this coverage   O
     will be either the date of the last dated Application Part I or         V
     Part II, or the date of the last required medical test, if later.       E
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
                                                                             P
                               SECTION III                                   R
                                                                             O
TERMINATION OF INTERIM INSURANCE                                             P
- --------------------------------                                             O
Interim insurance shall terminate and notice of such termination will be     S
furnished as of the earliest of the following dates:                         E
(1)  The date we formally approve the exact policy(ies) applied for.         D
(2)  The date we determine that you do not qualify as a standard risk and
     elect to terminate the interim insurance.                               I
(3)  The date we formally approve a policy:                                  N
     (a)  on a different plan;                                               S
     (b)  for a different amount;                                            U
     (c)  with different benefit riders; or                                  R
     (d)  at a special risk classification.                                  E
(4)  The date we formally determine not to offer any policy.                 D
(5)  The beginning of the 90th day after the date of this Receipt.           '
                                                                             S
If termination of interim insurance entitles any person to a refund of
the deposit, we will pay 6% interest on that refund. Interim insurance       C
ends as provided whether or not we have yet made such refund.                O
                                                                             P
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *  Y

                               SECTION IV
                                                                             A
PREMIUMS                                                                     F
- --------                                                                     T
(1)  We will apply the deposit to the first premium for any policy(ies):     E
     (a)  issued and (b)  physically delivered to you from this application. R
(2)  We will refund the deposit if any of these conditions are met:
     (a)  If you die or become disabled and no claim is payable under this   S
     Receipt.                                                                I
     (b)  No policy becomes effective.                                       G
     (c)  We decline the application and make no counter-offer.              N
     (d)  We decline the application and any policy we issue as a counter-   I
     offer is not accepted.                                                  N
(3)  If a benefit is paid under this Receipt, we will keep all or the        G
     appropriate part of the deposit. Remaining money, if any, will be
     refunded.

* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *

NO AGENT OR BROKER IS AUTHORIZED TO WAIVE OR CHANGE ANY TERMS OF THIS
RECEIPT, OR OF THE POLICY(IES) APPLIED FOR, OR ANY OTHER RIGHTS OF THE
COMPANY. NO PROVISION OF THIS RECEIPT SHALL BE MODIFIED OR WAIVED EXCEPT
BY AN ENDORSEMENT SIGNED BY AN OFFICER OF OUR COMPANY AT OUR HOME OFFICE.

THIS RECEIPT IS NOT A BINDER. NO AGENT, BROKER OR MEDICAL EXAMINER CAN
ACCEPT RISKS, APPRAISE INSURABILITY OR BIND US IN ANY WAY.
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *

I HAVE RECEIVED AND READ A COPY OF THIS RECEIPT. I UNDERSTAND AND AGREE
TO ALL OF ITS TERMS AND CONDITIONS.


         ALL PREMIUM CHECKS MUST BE MADE PAYABLE TO THE COMPANY:
    DO NOT MAKE CHECK PAYABLE TO THE AGENT OR LEAVE THE PAYEE BLANK.

Dated at      St. Louis, Missouri       X
        ------------------------------   ----------------------------------
                 City, State               Signature of Proposed Insured

This       day of           , 19
    ------       -----------    ----    -----------------------------------
                                            Signature of Licensed Agent

                          PROPOSED INSURED'S COPY

10859 (9-86)

<PAGE>
<PAGE>

NO.                 CONDITIONAL RECEIPT
   ----------------
                           GENERAL AMERICAN
                    INTERIM INSURANCE FOR APPLICATION
                 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
PLEASE READ CAREFULLY
- ---------------------

I                   John Doe                 have made application to General
 -------------------------------------------
          (Name of Proposed Insured)

American Life Insurance Company for flexible premium variable life insurance.
On the same date as below  John Doe, 13045 Tesson Ferry, St. Louis, MO 63128
                         -----------------------------------------------------
                               (Name and Address of Premium Deposit Payor)

have/has advanced $                    as a premium deposit for flexible
                   -------------------
variable life insurance.

                               SECTION I

This Receipt may provide a LIMITED AMOUNT of insurance. Any such insurance
                           ------- ------
will be for a LIMITED PERIOD of time (90 days or less). NO INSURANCE will
              ------- ------
be in effect unless each of the conditions precedent listed below is fulfilled
                                ---------- ---------
exactly. This Receipt does not commit us to issue any policy(ies) other than
according to our usual underwriting standards.

CONDITIONS PRECEDENT
- --------------------
(1)  The deposit must be at least 1/12th of the annual premium for the
     policy(ies) applied for. Unless that amount or more is advanced, NO
     INSURANCE will take effect under this Receipt. To obtain the MAXIMUM
     PERIOD (90 days) of coverage, the deposit must be at least 1/4th of
     the annual premium for the policy(ies) applied for.
(2)  The deposit(s) must be paid at the time the Application Part I is
     signed. This Receipt must be issued at the same time.
(3)  We must receive the total premium deposit in our National Service
     Center at 13045 Tesson Ferry Road, St. Louis, MO 63128.
(4)  Any check or draft submitted must be paid the first time it is
     presented.
(5)  We must receive the Application Part II and all medical examinations
     or tests we request, or which our underwriting rules require. We
     must receive these at our National Service Center no later than
     60 days from the date of this Receipt.
(6)  Our underwriters must formally determine that on the latest of:
     (a)  the date of the Application Part I, or
     (b)  the date of the latest Application Part II, or
     (c)  the date of the latest medical examination or test we require,
     each proposed insured was acceptable to us under our rules, limits
     and standards. Each person must qualify for the exact plan and
     amount of insurance and for all supplemental riders applied for.
     Each person must also be insurable at least at our standard premium
     rates.
(7)  No interim insurance will be in effect if any incorrect or untrue
     or incomplete statement of material fact is made on:
     (a)  the Application Part I or Part II, or
     (b)  any report of any examination or medical test submitted to us.
     Knowledge of true facts by the agent or medical examiner shall not
     be imputed to us unless stated in Part I, Part II or a medical
     report received in the National Service Center.

* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *

                               SECTION II

LIMITATIONS
- -----------
Interim insurance under this Receipt is also subject to these limitations:
(1)  The maximum interim life and accidental death insurance under this
     and ALL OTHER RECEIPTS that may be in effect with us in the amount
     applied for, or $500,000 whichever amount is less. Even if more
     than one Receipt is in effect, the total amount paid under all
     Receipts cannot be more than $500,000. This maximum amount will
     also be reduced by any other life and accident death insurance in
     force with us. The minimum amount of interim life insurance will be
     either the amount applied for or $25,000, whichever is less.
(2)  Except as limited by this Receipt, our liability is governed by the
     terms of the policy(ies) applied for. Except for any waiver of premium
     benefit the term "Policy" includes any riders you have applied for.
(3)  Interim insurance may be in effect for up to 90 days from the date
     of this Receipt. If the deposit is less than 1/4th of the annual
     premium for the policy(ies) applied for, the maximum period for
     interim insurance shall be proportionately less.
(4)  No interim insurance shall be payable if the proposed insured (a)
     dies by suicide, or (b) dies or becomes disabled as a result of
     self-inflicted injury, while sane or insane.

<PAGE>
(5)  No one is authorized to accept a deposit for a proposed insured who
     is less than 15 days old or over age 70. There will be no interim
     insurance for such person, even if a deposit is submitted. (Any
     age listed will be "age nearest birthday" on the date of this
     Receipt.)

* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
     Interim insurance will become effective if each of the conditions
     precedent in Section I is fulfilled exactly. This coverage is subject
     to the limitations in Section II. The effective date of this coverage
     will be either the date of the last dated Application Part I or
     Part II, or the date of the last required medical test, if later.
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *

                               SECTION III

TERMINATION OF INTERIM INSURANCE
- --------------------------------
Interim insurance shall terminate and notice of such termination will be
furnished as of the earliest of the following dates:
(1)  The date we formally approve the exact policy(ies) applied for.
(2)  The date we determine that you do not qualify as a standard risk and
     elect to terminate the interim insurance.
(3)  The date we formally approve a policy:
     (a)  on a different plan;
     (b)  for a different amount;
     (c)  with different benefit riders; or
     (d)  at a special risk classification.
(4)  The date we formally determine not to offer any policy.
(5)  The beginning of the 90th day after the date of this Receipt.

If termination of interim insurance entitles any person to a refund of
the deposit, we will pay 6% interest on that refund. Interim insurance
ends as provided whether or not we have yet made such refund.

* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *

                               SECTION IV

PREMIUMS
- --------
(1)  We will apply the deposit to the first premium for any policy(ies):
     (a)  issued and (b)  physically delivered to you from this application.
(2)  We will refund the deposit if any of these conditions are met:
     (a)  If you die or become disabled and no claim is payable under this
     Receipt.
     (b)  No policy becomes effective.
     (c)  We decline the application and make no counter-offer.
     (d)  We decline the application and any policy we issue as a counter-
     offer is not accepted.
(3)  If a benefit is paid under this Receipt, we will keep all or the
     appropriate part of the deposit. Remaining money, if any, will be
     refunded.

* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *

NO AGENT OR BROKER IS AUTHORIZED TO WAIVE OR CHANGE ANY TERMS OF THIS
RECEIPT, OR OF THE POLICY(IES) APPLIED FOR, OR ANY OTHER RIGHTS OF THE
COMPANY. NO PROVISION OF THIS RECEIPT SHALL BE MODIFIED OR WAIVED EXCEPT
BY AN ENDORSEMENT SIGNED BY AN OFFICER OF OUR COMPANY AT OUR HOME OFFICE.

THIS RECEIPT IS NOT A BINDER. NO AGENT, BROKER OR MEDICAL EXAMINER CAN
ACCEPT RISKS, APPRAISE INSURABILITY OR BIND US IN ANY WAY.
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *

I HAVE RECEIVED AND READ A COPY OF THIS RECEIPT. I UNDERSTAND AND AGREE
TO ALL OF ITS TERMS AND CONDITIONS.


         ALL PREMIUM CHECKS MUST BE MADE PAYABLE TO THE COMPANY:
    DO NOT MAKE CHECK PAYABLE TO THE AGENT OR LEAVE THE PAYEE BLANK.

Dated at      St. Louis, Missouri       X
        ------------------------------   ----------------------------------
                 City, State               Signature of Proposed Insured

This       day of           , 19
    ------       -----------    ----    -----------------------------------
                                            Signature of Licensed Agent



10859 (9-86)



<PAGE>
<PAGE>

- ------------------------------------------------------------------------------
                       FLEXIBLE PREMIUM VARIABLE LIFE
                             APPLICATION PART I

                             GENERAL AMERICAN
                          LIFE INSURANCE COMPANY
                            ST. LOUIS, MISSOURI
- ------------------------------------------------------------------------------
1.  Amount if any paid in cash in exchange for the Conditional Receipt with
    the same number as this application.
    $
     ------------------------------
- ------------------------------------------------------------------------------
2.  (a) Name of Proposed Insured (Print Last, First, Middle)
          Doe, John

    (b) /X/ Male            (c) Social Security Number
        / / Female              ###-##-####
- ------------------------------------------------------------------------------
    (d) Date of     Mo.    Day    Yr.       (e) Age Nearest Birthday
        Birth       10  -   1  -   51                   35

    (f) If Special Date Desired             (g) Birthplace
        (Date)     N/A                             CA
- ------------------------------------------------------------------------------
    (h) Residence Address:  Number and Street, or RFD   City     State   Zip
        13045 Tesson Ferry                            St. Louis    MO   63128

        Area       Home Phone No.
         314         843-8700
- ------------------------------------------------------------------------------
3.  (a) Name of Employer                    (b) Occupation
             Steam Iron Company                 Iron Worker
- ------------------------------------------------------------------------------
    (c) Business Address:  Number and Street or RFD     City     State   Zip
        123 Fourth Street                             St. Louis    MO   63133

        Area       Bus. Phone No.
         314         888-0099
- ------------------------------------------------------------------------------
4.  (a) Annual Salary from Occupation
        $35,000

    (b) Total Annual Income from all Sources including 4(a)   5.  Net Worth
        $35,000                                                   $100,000
- ------------------------------------------------------------------------------
6.  Send Premium Notices to:  /X/ Residence  / / Business

- ------------------------------------------------------------------------------
7.  POLICY:      Contract Type:   /X/ Level  / / Increasing
    ------
    /X/ FPVL  $ 50,000
               ----------------------
      / / VLSI-85 $
                   ----------------------
    / / Other $
               --------------------------------------
              $
               --------------------------------------
- ------------------------------------------------------------------------------
    BENEFITS:  / / Waiver of Monthly Deduction
    --------   / / Accidental Death $
                                     ----------------
- ------------------------------------------------------------------------------
    RIDERS:
    ------
    / / Child Ins.                No. of Units (Complete Form 2769)
                  ---------------
    / / GIO $
             ------------------------
    / / Other $/#
                 --------------------------------------------------
              $/#
                 --------------------------------------------------
- ------------------------------------------------------------------------------
8.  Total Life insurance and Annuities now in force on Proposed Insured:
    (If none, write "None":   None   .)
                           ----------


<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
  Company    Year of Issue    Plan        Personal            Business         Accidental    Waiver of Premium
                                      Insurance Amount    Insurance Amount    Death Amount       Yes    No
- ---------------------------------------------------------------------------------------------------------------
<S>          <C>              <C>     <C>                 <C>                 <C>            <C>       <C>

                                                                                                 / /    / /
- ---------------------------------------------------------------------------------------------------------------

                                                                                                 / /    / /
- ---------------------------------------------------------------------------------------------------------------

                                                                                                 / /    / /
- ---------------------------------------------------------------------------------------------------------------

                                                                                                 / /    / /
- ---------------------------------------------------------------------------------------------------------------

                                                                                                 / /    / /
- ---------------------------------------------------------------------------------------------------------------

                              TOTALS
                                     --------------------------------------------------------------------------
</TABLE>

- ------------------------------------------------------------------------------
9.  Is life insurance contemplated or applied for in any
    other company on Proposed Insured? (If "Yes", give
    details in #23.)                                         / / Yes   /X/ No
- ------------------------------------------------------------------------------
10. Will the insurance being applied for replace any of
    the above or any in force annuities? (Circle coverage
    being terminated) If "Yes", what is the paid to date
    of the coverage being replaced?                          / / Yes   /X/ No
                                   ----------------------
    (Complete and submit required papers.)
- ------------------------------------------------------------------------------
11. Will the coverage to be replaced be terminated on
    the Premium Due Date(s) upon acceptance of a
    policy issued as a result of this application?           / / Yes   / / No
- ------------------------------------------------------------------------------
12. Have you ever been declined, postponed, rated or
    offered a policy different than that applied for?
    (If "Yes", give details in #23.)                         / / Yes   /X/ No
- ------------------------------------------------------------------------------
13. Do you contemplate travel or residence outside
    the U.S.A.? (If "Yes", give details in #23.)             / / Yes   /X/ No
- ------------------------------------------------------------------------------
14. In the past five years have you been in a motor vehicle
    accident or charged with a moving violation of any
    motor vehicle law or had your license restricted
    or revoked?                                              / / Yes   /X/ No
    (If "Yes", please give your automobile driver's
    license number, date and details in #23.)
- ------------------------------------------------------------------------------
15. Do you now engage in or contemplate engaging in
    parachuting, racing, underwater diving or any
    similar sport or hobby? (If "Yes", complete Avocation
    Section.)                                                / / Yes   /X/ No
- ------------------------------------------------------------------------------
16. Have you flown during the past two years in any
    aircraft other than as a passenger? (If "Yes",
    complete Aviation Section.)                              / / Yes   /X/ No
- ------------------------------------------------------------------------------
17. Planned Periodic Mode:  /X/ ANN  / / SA  / / QR  / / Single Premium
                            / / Pre-Auth Check       / / Payroll Deduction

    / / List Billing:       / / ANN  / / SA  / / QR  / / MO

    List Billing Number (if adding to an existing List Billing)
                                                               -------------
    Applicable Modal Billing Premium $ 466.00
                                      --------
    /X/ Target  / / Minimum  / / Other
- ------------------------------------------------------------------------------

10859 (9-86)

<PAGE>
<PAGE>

- ------------------------------------------------------------------------------
18. Net Premium Allocation: (0 or minimum of 5%. Percentages must be in
    whole numbers and total 100%.)

    /X/ General Account            50   %
                                --------

    /X/ Money Market Fund          30   %
                                --------

    / / Equity Index Fund               %
                                --------

    /X/ Fixed Income Fund          10   %
                                --------

    / / Managed Equity Fund             %
                                --------

    /X/ Asset Allocation Fund      10   %
                                --------
- ------------------------------------------------------------------------------
19. Dividend Option (If eligible):
    /X/ Inc. Cash Value  / / Accumulations  / / Cash  / / Pd. Up Addns.
- ------------------------------------------------------------------------------
20. Automatic Premium Payment election:
    / / Use Dividend Accumulations  /X/ Use Loan Value
    / / Use both Dividend Accumulations and Loan Value  / / Use Neither
- ------------------------------------------------------------------------------
21. Beneficiary of death benefit: (Print full name, address, telephone number,
    and relationship of each to Proposed Insured.)
    (a) Primary Class (will receive payment first, if living and not
        disqualified)

      Mary Doe  13045 Tesson Ferry  St. Louis, MO 63128  (314) 843-8700  Wife

    (b) Contingent Class (will receive payment only if living and not
        disqualified and if no primary beneficiary receives payment)

- ------------------------------------------------------------------------------
22. Original Owner of Policy shall be: (Print full name, address, telephone
    number, and relationship of each to Proposed Insured.)

    /X/ Proposed Insured
    / / Other
Contingent Owner, if any, to become Owner only when no Original Owner is
living.
- ------------------------------------------------------------------------------
Social Security or Tax No. of Proposed Owner:
(Required by law)

    /X/ Individual       ###-##-####
                   -----------------------
    / / Corporation
                    ----------------------
    / / Partnership
                    ----------------------
    / / Trustee
                --------------------------
    / / Other
              ----------------------------
- ------------------------------------------------------------------------------
23. Explanations or additional instructions.



- ------------------------------------------------------------------------------
24. For Home Office Endorsement only. (Not applicable in Pennsylvania,
    West Virginia, New Hampshire)


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


10859 (9-86)

<PAGE>
<PAGE>

- ------------------------------------------------------------------------------
                             APPLICATION PART II
            (To be completed by the Agent when Non-Medical basis)

                             GENERAL AMERICAN
                             LIFE INSURANCE CO.
                            ST. LOUIS, MISSOURI
- ------------------------------------------------------------------------------
1.  (a) Name  John Doe                  (b) Date of Birth  10-1-51
- ------------------------------------------------------------------------------
2.  Height  6  ft.  0  in;  Weight  200  lbs.  Any change in weight in past
          -----   -----           -------
    year? (If yes, give details below, including lbs.)      / / Yes  /X/ No
- ------------------------------------------------------------------------------
3.  (a) Name and address of your personal physician. If none, check /X/

        Name
            ------------------------------------------------------------------
        Street #
                --------------------------------------------------------------
        City, State & Zip Code
                              ------------------------------------------------
        Phone #
               ---------------------------------------------------------------
    (b) Date and reason last consulted? Date
                                            ------------
        Reason
              ----------------------------------------------------------------
    (c) What treatment was given or medication prescribed?
                                                          --------------------
- ------------------------------------------------------------------------------
                                                                     YES   NO
4.  Have you EVER been treated for or EVER had any known
             ----                     ----
    indication of:
    (a) Disorder of eyes, ears, nose, or throat?                     / /   /X/
- -------------------------------------------------------------------
    (b) Dizziness, fainting, convulsions, headaches, speech defect,
        paralysis or stroke, mental or nervous disorder?             / /   /X/
- -------------------------------------------------------------------
    (c) Shortness of breath, persistent hoarseness or cough, blood
        spitting, bronchitis, pleurisy, asthma, emphysema,
        tuberculosis or chronic respiratory disorder?                / /   /X/
- -------------------------------------------------------------------
    (d) Chest pain, palpitation, high blood pressure, rheumatic
        fever, heart murmur, heart attack or other disorder of the
        heart or blood vessels?                                      / /   /X/
- -------------------------------------------------------------------
    (e) Jaundice, intestinal or rectal bleeding, ulcer, hernia,
        colitis, diverticulitis, hemorrhoids, recurrent
        indigestion, or other disorder of the stomach, intestines,
        liver or gallbladder?                                        / /   /X/
- -------------------------------------------------------------------
    (f) Sugar, albumin, blood or pus in urine; venereal disease;
        stone or other disorder of kidney, bladder, prostate or
        reproductive organs?                                         / /   /X/
- -------------------------------------------------------------------
    (g) Diabetes; thyroid or other endocrine disorders?              / /   /X/
- -------------------------------------------------------------------
    (h) Neuritis, sciatica, rheumatism, arthritis, gout, or
        disorder of the muscles or bones, including the spine,
        back or joints, deformity, lameness or amputation?           / /   /X/
- -------------------------------------------------------------------
    (i) Acquired Immune Deficiency Syndrome (AIDS), or an "AIDS"
        Related Condition (ARC)?                                     / /   /X/
- -------------------------------------------------------------------
    (j) Disorder of skin, lymph glands, cyst, tumor or cancer?       / /   /X/
- -------------------------------------------------------------------
    (k) Allergies; anemia or other disorder of the blood?            / /   /X/
- -------------------------------------------------------------------
5.  Are you now under observation or taking medication or
    treatment?                                                       / /   /X/
- -------------------------------------------------------------------
6.  Do you have any doctor's visit or medical care scheduled?        / /   /X/
- -------------------------------------------------------------------
7.  Other than above, have you within the past 5 years:
    (a) Had any psychiatric or psychological consultation not
        listed above or any physical disorder not listed above?      / /   /X/
    (b) Had a checkup, consultation, illness, injury, surgery?       / /   /X/
    (c) Been a patient in a hospital, clinic, sanatorium, or other
        medical facility?                                            / /   /X/
    (d) Had electrocardiogram, X-ray, other diagnostic test?         / /   /X/
    (e) Been advised to have any diagnostic test, hospitalization,
        treatment, or surgery which was not completed?               / /   /X/
- -------------------------------------------------------------------
8.  Have you ever requested or received a pension, benefits, or
    payment because of an injury, sickness or disability from any
    state or federal plan, any employer, or the military?            / /   /X/
- -------------------------------------------------------------------
9.  In the past 5 years have you used any of the following once
    or more:
    Narcotics, LSD, marijuana, amphetamines, barbiturates,
    cocaine, heroin, or any drugs except as legally prescribed by a
    physician?                                                       / /   /X/
- -------------------------------------------------------------------
10. Have you ever received treatment for or advice for or joined
    an organization because of alcoholism or drug addiction?         / /   /X/

- -------------------------------------------------------------------
11. Have you ever attempted suicide or a suicidal gesture?           / /   /X/
- -------------------------------------------------------------------
12. Do you currently use tobacco in any form?                        / /   /X/
    Have you used tobacco in any form in the last 5 years?           / /   /X/
    If yes, in what form
                        ----------------------------
    how often
             ---------------------------------------
    If discontinued, why
                        ----------------------------
    when
        --------------------------------------------
- -------------------------------------------------------------------
13. Do you exercise regularly; i.e. calisthenics, jogging, etc.?     /X/   / /
    If "Yes", how often?  / / Daily  /X/ Weekly  / / Other
- -------------------------------------------------------------------
14. If you are a female, are you now pregnant?                       / /   /X/
    If "Yes", what is the expected date of delivery?
                                                    ---------------
- -------------------------------------------------------------------
15. Do you have any family history of tuberculosis, diabetes,
    cancer, high blood pressure, heart or kidney disease,
    mental illness or suicide?                                       / /   /X/
- -------------------------------------------------------------------
    DETAILS of answers. (IDENTIFY QUESTION NUMBER, CIRCLE
    APPLICABLE ITEMS: Include diagnoses, dates, duration and
    names and addresses of all attending physicians and medical
    facilities.)



- -------------------------------------------------------------------
16.                   Age if        Cause of Death         Age at
                      Living                               Death
- -------------------------------------------------------------------
Father                  60
- -------------------------------------------------------------------
Mother                  60
- -------------------------------------------------------------------
Brothers and Sisters
- -------------------------------------------------------------------
No. Living    0
- -------------------------------------------------------------------
No. Dead      0
- -------------------------------------------------------------------

Dated at  St. Louis, Missouri            X
        --------------------------------  ------------------------------------
                                            Signature of Proposed Insured

this    day of                  , 19
    ------------------------------------

Witnessed by
            --------------------------   -------------------------------------
              (Signature of Licensed       Signature of Parent (Guardian) if
                     Agent)                Proposed Insured is under 14 years
                                                   and 6 months old.
- ------------------------------------------------------------------------------


10859 (9-86)

<PAGE>
<PAGE>

- ------------------------------------------------------------------------------
25. Suitability Information:

    (a) Have you received a prospectus for the policy applied  /X/ Yes  / / No
        for?

        Date of prospectus   4-1-86
                           ---------------------

        Date of any supplement
                               -----------------

    (b) Do you understand that:

        1. The death benefit and cash surrender value will
           increase or decrease depending on investment
           experience, and

        2. There is no guaranteed minimum death benefit or
           cash surrender value?                               /X/ Yes  / / No

    (c) Do you believe that the policy applied for meets your
        insurance objectives and your anticipated financial
        needs?                                                 /X/ Yes  / / No

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


The undersigned agree(s) that:

(1) All Parts of this application will be a part of any policy issued.

(2) Knowledge of the agent or medical examiner shall not be imputed to us
unless stated in Part I, or any of its supplements, Part II, or medical
reports received in the Home Office. No printed provision of this application
shall be modified or waived except by an endorsement signed by an officer at
the Home Office.

(3) The "date of issue" as shown in your policy will be the "anniversary
date." The due date of future premiums will be determined from that date.
The number of policy years and months for deciding policy values will be
determined from that date.

(4) Any change, correction or addition made by us will be noted in #24
above. Accepting the policy will mean you approve the change(s), correction(s)
or addition(s). In states where required, your written consent will be
necessary.

(5) Statements and answers in Application Part I or any of its supplements,
and Part II are complete and true to the best of your knowledge and
belief.

(6) If a premium is paid and so indicated, Interim Insurance is provided,
BUT ONLY as described in the Interim Insurance Agreement which bears the
same number as this application.

(7) Policy Delivery Requirements: If an advance premium payment of at least
1/12 of an annual premium is not made; (a) no insurance will be in force
until a policy is delivered to the Proposed Owner(s); (b) no insurance
will be in force until full premium is paid to us in cash; and (c) no
insurance will be in force unless the Proposed Insured is alive and in
sound health at the time of delivery.

Dated at  St. Louis, Missouri            X
        -------------------------------- -------------------------------------
                                            Signature of Proposed Insured

this    day of                  , 19
    ----      ------------------    ---- -------------------------------------
                                           Signature of Applicant-Purchaser
                                               if not Proposed Insured.
     I certify that I have truly and        If a Corporation or other Firm,
    accurately recorded on all parts            show full name of Firm.
   of this Application the information
       supplied by the Applicant.


- --------------------------------------   -------------------------------------
     (Signature of Licensed Agent)        Signature and Title of Firm Officer
   If not yet appointed, do not sign.        (other than Proposed Insured)

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


10859 (9-86)

<PAGE>
<PAGE>

- ------------------------------------------------------------------------------
                       SOLICITING AGENT'S CERTIFICATE

1.  Obtain all residence addresses of the Proposed Insured for the past year
    if the amount applied for is less than $15,000; if $15,000 or over, for
    the past 5 years.

- ------------------------------------------------------------------------------
2.  If in present occupation less than 1 year, give former occupation
    and name and address of former employer.

- ------------------------------------------------------------------------------
3.  Are you related to Proposed Insured?     If yes, explain

- ------------------------------------------------------------------------------
4.  / / To the best of my knowledge, this is a replacement.
        (Complete and submit required papers.)

    / / To the best of my knowledge, this is not a replacement.

- ------------------------------------------------------------------------------
5.  (a) Did you deliver "Notice of Investigation" and the
        explanation of the Medical Information Bureau to the
        Proposed Insured?                                     / / Yes  / / No
    (b) Did you deliver the current Prospectus and were all
        of the written sales materials used printed by
        General American Life Insurance Co.?                  / / Yes  / / No
    (c) Do you believe that the policy applied for is a
        suitable purchase for the applicant under the policy? / / Yes  / / No

        ---------------------------------------------------------------------
                          Signature of Soliciting Agent
- ------------------------------------------------------------------------------
6.  Additional or Alternates desired. (Life Only)

    Addl. $            Plan
           -----------     ----------------------

    Addl. $            Plan
           -----------     ----------------------

    Alt.  $            Plan
           -----------     ----------------------

    Alt.  $            Plan
           -----------     ----------------------
If benefits, mode, beneficiary or ownership different than original policy,
explain:


- ------------------------------------------------------------------------------
7.  FOR BUSINESS INSURANCE ONLY (USE WHEN APPLYING FOR CORPORATION OR
    PARTNERSHIP INSURANCE OR CROSS PURCHASE ARRANGEMENTS INVOLVING BUSINESS
    INTERESTS)
    (a) Form of Organization:
        / / Corporation  / / Partnership  / / Individual Proprietor
- ------------------------------------------------------------------------------
    (b) If Keyman, does coverage exceed five times the
        insured's earned income? (If "Yes", submit details
        showing how amount of coverage was determined.)       / / Yes  / / No
- ------------------------------------------------------------------------------
    (c) If business purchase or stock redemption, does a
        formal agreement exist? (If "Yes", please describe
        provisions. If "No", what plans are being
        formulated.)                                          / / Yes  / / No
- ------------------------------------------------------------------------------
    (d) Has this business or any of its owners undergone
        receivership, bankruptcy, or serious financial
        reverses in the last five years? (If "Yes", furnish
        full details including date of discharge from
        receivership or bankruptcy.)                          / / Yes  / / No
- ------------------------------------------------------------------------------
    (e) Financial data for the last three years. (Please include a cover
        letter giving full details of the transaction including any pertinent
        historical, financial, or underwriting data. If available, complete
        financial statements can be submitted in place of the details
        requested under this question.)

<TABLE>
<CAPTION>
          (1) Fiscal Year Ending   Month      Day                          Year 19     Year 19     Year 19
- -----------------------------------------------------------------------------------------------------------
<S>                                                                        <C>         <C>         <C>
          (2) Net Worth of Owner's Equity
- -----------------------------------------------------------------------------------------------------------
          (3) Liabilities    (i)  Current
- -----------------------------------------------------------------------------------------------------------
                             (ii) Long Term Debt
- -----------------------------------------------------------------------------------------------------------
          (4) Net Sales
- -----------------------------------------------------------------------------------------------------------
          (5) Net Operating Income or Profit
- -----------------------------------------------------------------------------------------------------------
</TABLE>


    (f) Enter below in indicated column, the names, ownership interests,
        and the amount of business insurance (in all insuring companies)
        carried by all owners, officers, partners, and keymen.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
                                                                INSURANCE AMOUNT - ALL COMPANIES INCLUDING GALIC OR GAIC
              NAME            TITLE            PERCENT OF      -----------------------------------------------------------
                                               OWNERSHIP         In Force               Pending              Contemplated
- --------------------------------------------------------------------------------------------------------------------------
<S>                      <C>                   <C>               <C>                    <C>                  <C>






- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

8.  Names and Codes of Agents to be credited with production. If not yet
    appointed-do not sign.

          Agent
               ---------------------------------------------
          Agent
               ---------------------------------------------
          Agent
               ---------------------------------------------
          Agent
               ---------------------------------------------
- ------------------------------------------------------------------------------
            Annualize commission requested  / / Yes  / / No



            -----------------------------------------------
                     Signature of General Agent

- ------------------------------------------------------------------------------
ATTACH AGENT LABEL ONLY FOR AGENT TO BE CREDITED WITH PRODUCTION - DO NOT
ATTACH ADDITIONAL AGENT OR GENERAL AGENT LABELS UNLESS IT IS YOUR INTENTION
TO SPLIT COMMISSIONS.
 -----------------------------------   -------------------------------------




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

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


10859 (9-86)

<PAGE>
<PAGE>

                              AVOCATION SECTION
- ------------------------------------------------------------------------------
1.  RACING, AUTO, MOTORCYCLE, SNOWMOBILE, MOTORBOAT
  ----------------------------------------------------------------------------
  A. Type:  / / midget,  / / stock,  / / hotrod,  / / go-kart,
     / / drag,  / / sportscar,  / / snowmobile,  / / cycle,  / / boat,
     / /
        ----------------------------------------------------------------------
                                  specify
  B. Vehicle or boat: make & model
                                  --------------------------------------------
     displacement                         horsepower
                 ------------------------           --------------------------
     class & category
                     ---------------------------------------------------------
  C. Maximum speed attained                                             m.p.h.
                           ---------------------------------------------
  D. Timing:  / / Vehicle vs vehicle  / / Vehicle vs clock
  E. Location: (oval track, closed circuit, drag strip, hill climb, etc.,
     indicate all)

  ----------------------------------------------------------------------------
  F. Have you ever had a racing accident?                      / / Yes  / / No
     (If yes, explain full details)
                                   -------------------------------------------

  ----------------------------------------------------------------------------
  G. Racing organizations affiliated with:
                                          ------------------------------------

  ----------------------------------------------------------------------------
  H. Races supervised by:

  ----------------------------------------------------------------------------
  I.    Frequency
         (Number             Last 12            1 to 2           Estimated
         of Days)            Months           Years Ago        Next 12 Months
  ----------------------------------------------------------------------------

- ------------------------------------------------------------------------------
2.  UNDERWATER DIVING
  ----------------------------------------------------------------------------
  A. Type:  / / scuba  / / skin, or snorkel
  B. Purpose:  / / recreation  / / rescue  / / salvage  / /
                                                            ------------------
                                                                 specify
  C. Locations:  / / oceans  / / lakes  / / rivers  / / pools
     / / quarries  / / caves  / /
                                 ----------------
                                     specify
  D. Have you received formal diving training?
     / / Yes  / / No  (If yes, explain)
                                       ---------------------------------------
  E. Do you use the "buddy system"?  / / Yes  / / No
  ----------------------------------------------------------------------------
  F.                                          Frequency (Days)
                 Avg. Time    ------------------------------------------------
                  (Mins.)         Last            1 to 2          Est. Next
    Depth                        12 Mos.         Years Ago         12 Mos.
  ----------------------------------------------------------------------------
    0-50 ft
  ----------------------------------------------------------------------------
    50-75 ft.
  ----------------------------------------------------------------------------
    75-100 ft.
  ----------------------------------------------------------------------------
    100-150 ft.
  ----------------------------------------------------------------------------
    OVER 150 ft.
- ------------------------------------------------------------------------------
3.  PARACHUTING OR SKYDIVING
  ----------------------------------------------------------------------------
  A. Do you participate in skydiving or delayed chute opening
     competition?                                             / / Yes  / / No
  B. Are you a member of the United States Parachute
     Association?                                             / / Yes  / / No
  C. Do you parachute over or near water?                     / / Yes  / / No
     (If yes, explain)
  ----------------------------------------------------------------------------
  D.   Frequency
        (Number             Last 12            1 to 2            Estimate
       of Jumps)            Months            Years Ago       Next 12 Months
  ----------------------------------------------------------------------------

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

<PAGE>
4.  MOUNTAIN OR ROCK CLIMBING
  ----------------------------------------------------------------------------
  A. Locations (ranges, caves, rock formations, trails, include usual heights
     including geographical area)
                                 ---------------------------------------------

  ----------------------------------------------------------------------------
  B. Type:  / / rock  / / ice  / /
                                  ---------------------
                                        specify
  C. Do you use direct-aid climbing?                          / / Yes  / / No
  D. Do you participate as a guide or engage in rescue
     duties?                                                  / / Yes  / / No
  E. Have you had a climbing accident?                        / / Yes  / / No
     (If yes, explain)
  ----------------------------------------------------------------------------
  F.   Frequency
        (Number             Last 12            1 to 2           Estimated
        of Days)            Months            Years Ago       Next 12 Months
  ----------------------------------------------------------------------------

  ----------------------------------------------------------------------------
5. REMARKS OR OTHER AVOCATIONS (Include details regarding nature, location,
   frequency, and degree of participation.)
  ----------------------------------------------------------------------------





==============================================================================
          AVIATION SECTION -- FOR STUDENTS, PILOTS AND CREW MEMBERS
          ---------------------------------------------------------

1.  TOTAL OF ALL HOURS FLOWN     TOTAL HOURS FLOWN     ESTIMATED HOURS FLYING
    AS PILOT OR CREW MEMBER?     IN PAST 12 MONTHS?      IN NEXT 12 MONTHS?

2.  PILOT CERTIFICATE currently held: / / Student  / / Private  / / Commercial
      / / Airline Transport Rating (ATR)  / / Flight Instructor
      / / Instrument Flight Rating (IFR)
    Have you ever been grounded or had your license revoked?  / / Yes  / / No
    (If "Yes", give full details under REMARKS)
3.  MEDICAL CERTIFICATE currently held:  / / III  / / II  / / I
    Date of last renewal
                        ------------------------------------------------------
    Was it denied by the Aviation Medical Examiner but
    eventually issued?                                        / / Yes  / / No
    Was it necessary to appeal before Certificate was
    eventually issued?                                        / / Yes  / / No
    Was Medical Certificate granted subject to limitation(s)
    or physical waiver(s)?                                    / / Yes  / / No
    (If any of the above questions is answered "Yes", please give full
    details and explain)
                        ------------------------------------------------------

    --------------------------------------------------------------------------
4.  Are you currently, have you within the past 12 months or do you
    contemplate future flying in the Civil Air Patrol?
                                                      ------------------------
5.  Do you contemplate a change from your present flying to commercial or
    military flying?                                          / / Yes  / / No
    (If "Yes", give full details under REMARKS)
6.  REMARKS
           -------------------------------------------------------------------

    --------------------------------------------------------------------------
7.  Should you not qualify for full coverage at standard rates, do you desire:
    / / (a) Full coverage with extra premium if available?
    / / (b) Restricted aviation coverage without extra premium if available?
- ------------------------------------------------------------------------------
I HEREBY DECLARE that all the statements and answers to the above questions
are complete and true to the best of my knowledge and belief, and I agree
that they shall form a part of my application for insurance dated
                 this                day of                   19
- -----------------    ----------------      -------------------  -----

                                      X
- -------------------------------------  ---------------------------------------
     Signature of Licensed Agent            Signature of Proposed Insured

10859 (9-86)



<PAGE>

                            Exhibit 1. (10)(b)
                            ------------------

                     Proposed form of Application for

                              Pension Policy

<PAGE>
<PAGE>

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

                             APPLICATION

                             FOR PENSION

                          FLEXIBLE PREMIUM

                           VARIABLE LIFE

                             INSURANCE



                              General
                              American
                    LIFE INSURANCE COMPANY [Logo]
                         St. Louis, Missouri

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






10860 (12-86)

<PAGE>
<PAGE>

                                GENERAL
                              INSTRUCTIONS

*  Please complete all applications and supplements in black ink for
   photocopying and microfilming purposes.

*  Please print legibly to avoid issue errors.

*  In order to make the application less bulky, it will be necessary
   to photocopy the authorization if an APS is ordered by the General
   Agent. The original authorization must be forwarded to the Home
   Office with the application.

<PAGE>
<PAGE>

                          GENERAL AMERICAN

                       LIFE INSURANCE COMPANY

                         ST. LOUIS, MISSOURI

           AUTHORIZATION TO OBTAIN AND DISCLOSE INFORMATION

I authorize General American, its agents, employees, reinsurers, insurance
support organizations and their representatives to obtain information about
me to evaluate this application. This information may be about: (a) age;
(b) medical history, condition and care; (c) physical and mental health;
(d) occupation; (e) income; (f) avocations; (g) driving record; (h) other
personal characteristics; and (i) other insurance. It includes the use of
alcohol, drugs and tobacco.

I authorize any physician, health care professional, hospital, clinic,
medical facility, the Veterans Administration, the MIB, Inc., employer,
consumer reporting agency or other insurance company, to release information
about me to General American on receipt of this Authorization. I also
authorize all said sources, except MIB, Inc., to give such records or
knowledge to any agency or representative employed by General American
to collect and transmit such information. General American or its
representative(s) may also release this information about me to its
reinsurer, to the MIB, Inc., or to another insurance company to whom
I have applied or to whom a claim has been made. No other release may
be made except as allowed by law or as I further authorize.

This form is valid for 30 months from the date it is signed. I have
received the Notice of Information Practices, which includes the Medical
Information Bureau and Fair Credit Reporting Act notices. I authorize
General American to obtain an investigative consumer report on me.

A photographic copy of this is as valid as the original. I have the right
to receive a copy of this if I ask for it.

                                                  John Doe
- ---------------------------------   ---------------------------------------
Date                                    Print Name of Proposed Insured

                                    X
- ---------------------------------   ---------------------------------------
Witness                                 Signature of Proposed Insured,
                                         Parent or Guardian of Minor

        Send Authorization to Home Office with Application
- ---------------DETACH HERE-------------------------------------------------

                       Give Bottom to Proposed Insured


                                GENERAL AMERICAN
                             LIFE INSURANCE COMPANY
                              ST. LOUIS, MISSOURI

                           CUSTOMER INTERVIEW PROGRAM

        In connection with your application for insurance you may be
        receiving a telephone call from a person at our Home Office or
        another agency authorized to obtain some personal and financial
        information. You can be assured that your answers are strictly
        confidential and will be used only to assess your eligibility for
        insurance. The interview normally takes from five to ten minutes
        and will be conducted at a time convenient to you. In the event
        you are not in when the interviewer calls, the interviewer will
        probably leave his/her name and a telephone number so that you
        can return the call at no charge to you and supply the necessary
        information.

<PAGE>
<PAGE>




NOTICE OF INFORMATION PRACTICES -- This Notice Must be Given to the Proposed
Insured (Including Medical Information Bureau Notice and Fair Credit
Reporting Act Notice).

In considering your application, General American will review information
from various sources. These include your statements, the results of your
physical examination (if required), and reports we get from doctors or medical
facilities which have attended you.

Information about your insurability will be treated as confidential. We,
or our reinsurers, may however, make a brief report of this to the Medical
Information Bureau, a nonprofit membership organization of life insurance
companies, which operates an information exchange on behalf of its members.
If you apply to another Bureau member company for life or health insurance
coverage, or a claim for benefits is submitted to such a company, the
Bureau, upon request, will supply such company with the information in its
file.

Upon receipt of a request from you, the Bureau will arrange disclosure of
any information it may have in your file (medical information will be
disclosed only to your attending physician). If you question the accuracy
of information in the Bureau's file, you may contact the Bureau and seek
a correction in accordance with the procedures set forth in the federal
Fair Credit Reporting Act. The address of the Bureau's information
office is Post Office Box 105, Essex Station, Boston, Massachusetts 02112,
telephone number (617) 426-3660.

We, or our reinsurers, may also release information to other life insurance
companies to which you apply for life or health insurance, or to which a
claim is submitted.

In addition, we may get an investigative report from a consumer reporting
agency. This report requires personal interviews with your neighbors,
friends, or other acquaintances for information as to your general
reputation, personal characteristics and mode of living. As part of your
application, you have authorized us to do this. You have the right to be
personally interviewed and to make a written request within a reasonable
period about the nature and scope of this investigation. Upon written
request you will be told if such a report has actually been ordered, and
if it has, we will give you the name and address of the consumer reporting
agency. You may contact this consumer reporting agency and ask for a copy
of such report.

Unless a legitimate business need exists or we are required to do so
by law, the information we get in this report, as well as any other
information which we later acquire, will not be disclosed to anyone else
without your consent. You may request a copy of all information acquired
by us and have a right to correct any personal information which you
feel is inaccurate. We will, if required by law, give you a more detailed
notice of the types of personal information which we get in considering
your application, as well as any additional rights which you may have.

If you need any assistance, please feel free to contact your agent or
us at General American, Attention: Individual Life Underwriting B1-10,
13045 Tesson Ferry Rd., St. Louis, MO 63128.

10860 (12-86)

<PAGE>
<PAGE>

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

                PENSION FLEXIBLE PREMIUM VARIABLE LIFE
                           APPLICATION PART I

                           GENERAL AMERICAN
                        LIFE INSURANCE COMPANY
                          ST. LOUIS, MISSOURI
- -------------------------------------------------------------------------
        SECTION A        THIS SECTION MUST ALWAYS BE COMPLETED
- -------------------------------------------------------------------------
1.  (a) Name of Proposed Insured: (Print Last, First, Middle)
                 Doe, John

    (b) /X/ Male             (c) Social Security Number
        / / Female                  ###-##-####
- -------------------------------------------------------------------------
    (d) Date of Birth: Mo. Day Yr.  (e) Insuring Age:    (f) Birthplace:
                       10   1  51           35                  CA

    (g) Area     Home Phone Number
         314       843-8700
- -------------------------------------------------------------------------
2.  (a) Occupation: (Describe Duties)    (b) Area   Business Phone Number
           Iron Worker                        314       888-0099
- -------------------------------------------------------------------------
3.  (a) Annual Salary from Occupation:
             $35,000

    (b) Total Annual Income from All Sources Including 4(a):
                      $35,000
- -------------------------------------------------------------------------
4.  Net Worth:
    $100,000
- -------------------------------------------------------------------------
5.  Legal Name of Plan: (As specified in plan document)
- -------------------------------------------------------------------------
6.  Date of Issue:  Mo.  Day  Yr.     Steam Iron Company Pension Plan
                     1    1   87
- -------------------------------------------------------------------------
7.  POLICY: Contract Type:  /X/ Level  / / Increasing
    ------
    /X/ PFPVL $  50,000
               -------------------------------------
    / / PVLSI-85 $
                  ----------------------------------
    / / Other $
               -------------------------------------
              $
               -------------------------------------
- -------------------------------------------------------------------------
    BENEFITS:
    --------
              / / Waiver of Monthly Deduction
              / / Accidental Death $
                                    ----------------
- -------------------------------------------------------------------------
    RIDERS:
    ------
              / / Other (List)                  $/#
                              -----------------     ---------------------
                                                $/#
                              -----------------     ---------------------
- -------------------------------------------------------------------------
8.  Planned Periodic Mode:  /X/ ANN  / / SA  / / QR  / / MO
    / / Single Premium
    Applicable Modal Billing Premium $461.50
                                     ----------------------
    / / Target  /X/ Minimum  / / Other
    (For Home Office Only:  Plan #            Participant #             )
                                  ------------             -------------
- -------------------------------------------------------------------------
9.  Dividend Option: (If eligible) /X/ Inc. Cash Value  / / Accumulations
    / / Cash  / / Pd. Up Addns.
- -------------------------------------------------------------------------
10. Net Premium Allocation: (0 or minimum of 5%. Percentages must be in
    whole numbers and total 100%.)
    /X/ General Account            50     %
                             -------------
    /X/ Money Market Fund          30     %
                             -------------
    / / Equity Index Fund                 %
                             -------------
    /X/ Fixed Income Fund          10     %
                             -------------
    / / Managed Equity Fund               %
                             -------------
    /X/ Asset Allocation Fund      10     %
                             -------------
        ==================================
        TOTAL ALLOCATION          100     %
                             -------------
- -------------------------------------------------------------------------

<PAGE>
11. Beneficiary:
    THE PLAN TRUSTEE WILL BE THE BENEFICIARY. (If otherwise, please
    print full name; address; and relationship to Proposed Insured.)
    CAUTION: Except under very unusual circumstances, the plan
    trustee should be the beneficiary in order to ensure compliance
    with the Retirement Equity Act.

- -------------------------------------------------------------------------
12. Original Owner:
    THE PLAN TRUSTEE WILL BE THE OWNER OF THIS POLICY. (If otherwise,
    please print full name; address; Social Security or Tax No.; and
    relationship to Proposed Insured.)

- -------------------------------------------------------------------------
13. Are you now and have you been actively at work on a
    full-time basis (at least 20 hours a week during the
    60 days prior to the date of this application?
    (If "No", give details in #28.)                      /X/ Yes  / / No
- -------------------------------------------------------------------------
14. (a) Insurance in force $  None
                            --------
        Accidental Death in force $   None
                                   ---------
        / / Waiver of Premium
    (b) Is life insurance contemplated or applied for
        in any other company on Proposed Insured?
        (If "Yes", give details in #28.)                 / / Yes  /X/ No
- -------------------------------------------------------------------------
15. Will the insurance being applied for replace any in
    force insurance or annuities? (If "Yes", please
    complete the following and submit the necessary
    papers.)                                             / / Yes  /X/ No

<TABLE>
<CAPTION>
      Policy          Issued by:        Year of                   Insurance        Accidental      Waiver of Premium
      Number          (Company)          Issue      Plan           Amount         Death Benefit      Yes       No
      ------          ---------          -----      ----           ------         -------------    -----------------
    <S>         <C>                    <C>         <C>             <C>          <C>                <C>       <C>
                                                                                                     / /       / /
    ----------  ---------------------  ----------  ----------  ---------------  -----------------
                                                                                                     / /       / /
    ----------  ---------------------  ----------  ----------  ---------------  -----------------
                                                                                                     / /       / /
    ----------  ---------------------  ----------  ----------  ---------------  -----------------
                                                                                                     / /       / /
    ----------  ---------------------  ----------  ----------  ---------------  -----------------
                                                                                                     / /       / /
    ----------  ---------------------  ----------  ----------  ---------------  -----------------
                                                                                                     / /       / /
    ----------  ---------------------  ----------  ----------  ---------------  -----------------
</TABLE>
- -------------------------------------------------------------------------
16. Do you currently use tobacco in any form?             / / Yes  /X/ No
    Have you used tobacco in any form in the last
    5 years?                                              / / Yes  /X/ No
    If Yes, in what form?
                         -------------------------------
    How often?
              ------------------------------------------
    If discontinued, why?
                         -------------------------------
    When
        ------------------------------------------------
- -------------------------------------------------------------------------

10860 (12-86)

<PAGE>
<PAGE>

- -------------------------------------------------------------------------
   SECTION B           NOT REQUIRED ON INCREASES OF $15,000 OR LESS
- -------------------------------------------------------------------------
17. Height   6  ft.   0  in; Weight  200  lbs.
           ----     ----            -----
- -------------------------------------------------------------------------
18. Automobile Drivers License Number:  D 335 5449 0000
- -------------------------------------------------------------------------
19. Have you ever been declined, postponed, rated or
    offered a policy different than that applied for?     / / Yes  /X/ No
- -------------------------------------------------------------------------
20. In the past five years have you been in a motor
    vehicle accident or charged with a moving violation
    of any motor vehicle law or had your license
    restricted or revoked? (If "Yes", please give date
    and details.)                                         / / Yes  /X/ No
- -------------------------------------------------------------------------
21. Do you now engage in or contemplate engaging in
    parachuting, racing, underwater diving or any similar
    sport or hobby?                                       / / Yes  /X/ No
- -------------------------------------------------------------------------
22. Have you flown during the past two years in any
    aircraft other than as a passenger?                   / / Yes  /X/ No
- -------------------------------------------------------------------------
23. Have you EVER been treated for or EVER had any known
             ----                     ----
    indication of:
- -------------------------------------------------------------------------
    (a) heart attack, heart murmur, diabetes, or cancer?  / / Yes  /X/ No
- -------------------------------------------------------------------------
    (b) chest pains, high blood pressure, chronic
        respiratory disorder, mental or nervous
        disorder?                                         / / Yes  /X/ No
- -------------------------------------------------------------------------
    (c) a disorder of the kidneys, liver, stomach,
        intestines, or gallbladder?                       / / Yes  /X/ No
- -------------------------------------------------------------------------
    (d) Acquired Immune Deficiency Syndrome (AIDS), or
        an "AIDS" Related Complex (ARC)?                  / / Yes  /X/ No
- -------------------------------------------------------------------------
24. In the past 5 years have you used any of the following
    once or more: Narcotics, LSD, marijuana, amphetamines,
    barbituates, cocaine, heroin, or any drugs except as
    legally prescribed by a physician?                    / / Yes  /X/ No
- -------------------------------------------------------------------------
25. Have you ever received treatment for or advice for or
    joined an organization because of alcoholism or drug
    addiction?                                            / / Yes  /X/ No
- -------------------------------------------------------------------------
26. Are you now under observation or taking medication or
    treatment?                                            / / Yes  /X/ No
- -------------------------------------------------------------------------
27. Do you have any doctor's visit or medical care
    scheduled?                                            / / Yes  /X/ No
- -------------------------------------------------------------------------
   SECTION C   COMPLETE IF ANY QUESTIONS IN SECTION B ARE ANSWERED "YES"
- -------------------------------------------------------------------------
28. Explanations or additional instructions.









- -------------------------------------------------------------------------
                      FOR HOME OFFICE USE ONLY
- -------------------------------------------------------------------------
29. For Home Office Endorsement only. (Not applicable in
    Pennsylvania, West Virginia, New Hampshire)






10860 (12/86)


<PAGE>
<PAGE>

- -------------------------------------------------------------------------
    SECTION D        THIS SECTION MUST ALWAYS BE COMPLETED
- -------------------------------------------------------------------------
30. Suitability Information:

    (a) Have you received a prospectus for the policy
        applied for?                                      /X/ Yes  / / No

        Date of prospectus    12-1-86
                          --------------------------

        Date of any supplement
                              ----------------------

    (b) Do you understand that:

        1. The death benefit and cash surrender value
           will increase or decrease depending on
           investment experience, and

        2. There is no guaranteed minimum death benefit
           or cash surrender value?                       /X/ Yes  / / No

    (c) Do you believe that the policy applied for meets
        your insurance objectives and your anticipated
        financial needs?                                  /X/ Yes  / / No

- -------------------------------------------------------------------------
The undersigned agree(s) that:

(1) All Parts of this application will be a part of any policy issued.

(2) Knowledge of the agent or medical examiner shall not be imputed to
us unless stated in Part I, or any of its supplements, Part II, or
medical reports received in the Home Office. No printed provision of this
application shall be modified or waived except by an endorsement signed
by an officer at the Home Office.

(3) The "date of issue" as shown in your policy will be the "anniversary
date." The due date of future premiums will be determined from that date.
The number of policy years and months for deciding policy values will be
determined from that date.

(4) Any change, correction or addition made by us will be noted in #29.
Accepting the policy will mean you approve the change(s), correction(s)
or addition(s). In states where required, your written consent will be
necessary.

(5) Statements and answers in Application Part I or any of its supplements,
and Part II are complete and true to the best of your knowledge and
belief.

(6) Policy Delivery Requirements: No insurance contract will take effect:
(a) until a policy is delivered to the Proposed Owner(s); (b) until the
full premium is paid to us in cash; (c) unless the Proposed Insured is
alive, actively at work and in sound health at the time of delivery.
Interim insurance may be in force, under the terms and conditions of an
Interim Insurance Agreement, if any, between the Applicant-Purchaser
and the Company.




Dated at   St. Louis, Missouri         X
        ---------------------------    -------------------------------------
                                           Signature of Proposed Insured


This ___ day of __________, 19_____

I certify that I have truly and
accurately recorded on all parts of
this Application the information       -------------------------------------
supplied by the Applicant.                 (Signature of Licensed Agent)
                                         If not yet appointed, do not sign.



10860 (12/86)


<PAGE>
<PAGE>

- -------------------------------------------------------------------------
        THIS SECTION MUST BE COMPLETED BY THE SOLICITING AGENT
- -------------------------------------------------------------------------
(a) Did you deliver "Notice of Investigation" and the
    explanation of the Medical Information Bureau to
    the Proposed Insured?                                 / / Yes  / / No

(b) Did you deliver the current Prospectus and were
    all of the written sales materials used printed
    by General American Life Insurance Co.?               / / Yes  / / No

(c) Do you believe that the policy applied for is a
    suitable purchase for the applicant under the
    policy?                                               / / Yes  / / No



    --------------------------------------------------------------
                  Signature of Soliciting Agent

- -------------------------------------------------------------------------
2. / / To the best of my knowledge, this is a replacement. (Complete
       and submit required papers.)

   / / To the best of my knowledge, this is not a replacement.

- -------------------------------------------------------------------------
Names and Codes of Agents to be credited with production. If not yet
appointed-do not sign.


Agent_____________________________________________

Agent_____________________________________________

Agent_____________________________________________

Agent_____________________________________________

- -------------------------------------------------------------------------
           Annualize commission requested   / / Yes  / / No





    -------------------------------------------------------------
                  Signature of General Agent

- -------------------------------------------------------------------------
ATTACH AGENT LABEL ONLY FOR AGENT TO BE CREDITED WITH PRODUCTION - Do
not attach additional agent or General Agent labels unless it is your
intention to split commissions.



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









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









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









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




                                GENERAL
                                AMERICAN [Logo]


10860 (12/86)



<PAGE>

                             Exhibit (10)(c)
                             ---------------


          Proposed form of Application for Policy (Simplified Issue)

<PAGE>
<PAGE>






                              APPLICATION

                                  FOR

                               INSURANCE

                          (SIMPLIFIED ISSUE)




                                General
                               American
                        LIFE INSURANCE COMPANY
                       ST. LOUIS, MISSOURI 63166
                                [Logo]





9365
(6/89)                                                                 0195

<PAGE>
<PAGE>

    THESE NOTICES MUST BE DETACHED AND GIVEN TO THE PROPOSED INSURED.
    -----------------------------------------------------------------

              NOTICE OF INSURANCE INFORMATION PRACTICES


    Thank you for your application to General American Life Insurance
    Company. Some personal information was furnished by you in this
    application. We may need to obtain additional information from
    other sources. We may call you from our Home Office in St. Louis
    to confirm or add to this information. The questions asked during
    the phone interview will be detailed so you may want to have
    records available about your income and health history. To see if
    you qualify for the insurance policy applied for, we need this
    information about you. The Authorization you signed on the
    application will allow us to obtain information and to share it
    with others when necessary. No unnecessary disclosures will be made
    and all information we receive will be treated as confidential by
    us and our reinsurers. However, in some cases it may be necessary
    to disclose information to others, such as your doctor or insurance
    regulators, without your prior consent.

    You have the right to review and correct this information. You also
    have the right to get a copy of any investigative consumer report
    which is done. If an investigative consumer report is requested
    from a consumer reporting agency, such a report contains information
    about your character, general reputation, personal characteristics,
    mode of living and health. The information may be obtained through
    interviews with you, your neighbors, friends and others who know
    you. On request from you, we will tell you whether or not such a
    report was done. We will give you the name and address of the
    agency so that you may request a copy of the report.

    If you want to know more about our practices and your rights, a
    full notice can be obtained from the Director of our New Business
    Operations Department, E1-13, General American Life Insurance
    Company, 13045 Tesson Ferry Rd., St. Louis, MO 63128.


                  MEDICAL INFORMATION BUREAU NOTICE

    We or our reinsurers may make a brief report to the Medical
    Information Bureau, Inc. (MIB, Inc.). This is a non-profit membership
    organization of life insurance companies which operates as an
    information exchange on behalf of its members. MIB, Inc. will give
    a member company information in its file when: (1) you apply or
    submit a claim to that company for life or health insurance, and
    (2) that company has your signed authorization.

    MIB, Inc. will give you information from your file on receipt of a
    request from you. Medical information will be disclosed only to a
    medical professional of your choice. Under the provisions of the
    Fair Credit Reporting Act, you may question the accuracy of
    information in the file and seek a correction by contacting the
    Bureau's information office at P.O. Box 105, Essex Station, Boston,
    MA 02112, telephone number (617) 426-3660.


9365
(6/89)

<PAGE>
<PAGE>

                          CONDITIONAL RECEIPT
                          -------------------

No insurance will become effective prior to policy delivery until each and
- --------------------------------------------------------------------------
every condition contained in this receipt is met. No agent or broker of the
- ---------------------------------------------------------------------------
company is authorized to alter or waive any of the following conditions:
- ------------------------------------------------------------------------

Received from                          this    day of             , 19  ,
              ------------------------      --        ------------    --
the sum of $             in connection with the application for Life
            ------------
Insurance with General American Life Insurance Company.

The conditions under which insurance, for which the above payment is intended,
may become effective prior to policy delivery, are as follows:

1.  Our underwriters must formally determine that the Proposed Insured was,
    on the Effective Date as defined later, a risk acceptable to the
    Company under its rules, standards and practices for the exact plan
    and amount of insurance and for all supplemental riders (i.e., the
    policy) applied for and at least standard premium rates, without any
    modification.
2.  The amount of the payment taken with the application must be equal to
    the amount of the full first premium according to the mode of premium
    payment selected. This Conditional Receipt must be given at the same
    time. (Checks must be paid the first time presented.)

If each and every one of the above conditions shall have been fulfilled, then
the insurance as provided by the terms and conditions of the policy applied
for will become effective prior to policy delivery. The total amount of
insurance (life insurance and accidental death benefits) which may become
effective prior to policy delivery shall not exceed $500,000 or the amount
applied for, whichever is less. This maximum amount will be reduced by any
other life and accidental death insurance in force with us. However, the
minimum amount will either be the amount applied for or $25,000, whichever
is less.

"Effective Date" as used in this receipt means the later of (a) the date the
application is signed, (b) the date of completion of all medical examinations,
if required, and (c) the Policy Issue Date.

If one or more of the conditions is not met, the liability of the Company
will be limited to the return of the sum received, with interest.

Insurance under this Receipt will terminate when a policy is issued by us,
the date we formally determine not to offer any policy, or on the 60th day
after the date of this receipt, whichever is earliest.

"ALL PREMIUM CHECKS MUST BE MADE PAYABLE TO THE COMPANY: DO NOT MAKE CHECK
PAYABLE TO THE AGENT OR LEAVE THE PAYEE BLANK".

Signature of Agent
                   ----------------------------------------------------------
- -----------------------------------------------------------------------------

            AUTHORIZATION TO OBTAIN AND DISCLOSE INFORMATION

I authorize General American, its agents, employees, reinsurers, insurance
support organizations and their representatives to obtain information about
me to evaluate this application. This information may be about: (a) age;
(b) medical history, condition and care; (c) physical and mental health;
(d) occupation; (e) income; (f) avocations; (g) driving record; (h) other
personal characteristics; and (i) other insurance. It includes the use of
alcohol, drugs and tobacco.
I authorize any physician, health care professional, hospital, clinic,
medical facility, the Veterans Administration, the MIB, Inc., employer,
consumer reporting agency or other insurance company, to release information
about me to General American on receipt of this Authorization. I also
authorize all said sources, except MIB, Inc., to give such records or
knowledge to any agency or representative employed by General American to
collect and transmit such information. General American or its
representative(s) may also release this information about me to its
reinsurer, to the MIB, Inc., or to another insurance company to whom I have
applied or to whom a claim has been made. No other release may be made
except as allowed by law or as I further authorize.
This form is valid for 30 months from the date it is signed. I have received
the Notice of Information Practices, which includes the Medical Information
Bureau and Fair Credit Reporting Act notices. I authorize General American
to obtain an investigative consumer report on me.
A photographic copy of this is as valid as the original. I have the right
to receive a copy of this if I ask for it.

                  X
                  ----------------------------------------------------------
                  Signature of Proposed Insured, Parent or Guardian of Minor

9365
(6/89)

<PAGE>
<PAGE>

                          CONDITIONAL RECEIPT
                          -------------------

No insurance will become effective prior to policy delivery until each and
- --------------------------------------------------------------------------
every condition contained in this receipt is met. No agent or broker of the
- ---------------------------------------------------------------------------
company is authorized to alter or waive any of the following conditions:
- ------------------------------------------------------------------------

Received from                          this    day of             , 19  ,
              ------------------------      --        ------------    --
the sum of $             in connection with the application for Life
            ------------
Insurance with General American Life Insurance Company.

The conditions under which insurance, for which the above payment is intended,
may become effective prior to policy delivery, are as follows:

1.  Our underwriters must formally determine that the Proposed Insured was,
    on the Effective Date as defined later, a risk acceptable to the
    Company under its rules, standards and practices for the exact plan
    and amount of insurance and for all supplemental riders (i.e., the
    policy) applied for and at least standard premium rates, without any
    modification.
2.  The amount of the payment taken with the application must be equal to
    the amount of the full first premium according to the mode of premium
    payment selected. This Conditional Receipt must be given at the same
    time. (Checks must be paid the first time presented.)

If each and every one of the above conditions shall have been fulfilled, then
the insurance as provided by the terms and conditions of the policy applied
for will become effective prior to policy delivery. The total amount of
insurance (life insurance and accidental death benefits) which may become
effective prior to policy delivery shall not exceed $500,000 or the amount
applied for, whichever is less. This maximum amount will be reduced by any
other life and accidental death insurance in force with us. However, the
minimum amount will either be the amount applied for or $25,000, whichever
is less.

"Effective Date" as used in this receipt means the later of (a) the date the
application is signed, (b) the date of completion of all medical examinations,
if required, and (c) the Policy Issue Date.

If one or more of the conditions is not met, the liability of the Company
will be limited to the return of the sum received, with interest.

Insurance under this Receipt will terminate when a policy is issued by us,
the date we formally determine not to offer any policy, or on the 60th day
after the date of this receipt, whichever is earliest.

"ALL PREMIUM CHECKS MUST BE MADE PAYABLE TO THE COMPANY: DO NOT MAKE CHECK
PAYABLE TO THE AGENT OR LEAVE THE PAYEE BLANK".

Signature of Agent
                   ----------------------------------------------------------
- -----------------------------------------------------------------------------

            AUTHORIZATION TO OBTAIN AND DISCLOSE INFORMATION

I authorize General American, its agents, employees, reinsurers, insurance
support organizations and their representatives to obtain information about
me to evaluate this application. This information may be about: (a) age;
(b) medical history, condition and care; (c) physical and mental health;
(d) occupation; (e) income; (f) avocations; (g) driving record; (h) other
personal characteristics; and (i) other insurance. It includes the use of
alcohol, drugs and tobacco.
I authorize any physician, health care professional, hospital, clinic,
medical facility, the Veterans Administration, the MIB, Inc., employer,
consumer reporting agency or other insurance company, to release information
about me to General American on receipt of this Authorization. I also
authorize all said sources, except MIB, Inc., to give such records or
knowledge to any agency or representative employed by General American to
collect and transmit such information. General American or its
representative(s) may also release this information about me to its
reinsurer, to the MIB, Inc., or to another insurance company to whom I have
applied or to whom a claim has been made. No other release may be made
except as allowed by law or as I further authorize.
This form is valid for 30 months from the date it is signed. I have received
the Notice of Information Practices, which includes the Medical Information
Bureau and Fair Credit Reporting Act notices. I authorize General American
to obtain an investigative consumer report on me.
A photographic copy of this is as valid as the original. I have the right
to receive a copy of this if I ask for it.

                  X
                  ----------------------------------------------------------
                  Signature of Proposed Insured, Parent or Guardian of Minor

                       PROPOSED INSURED'S COPY

9365
(6/89)

<PAGE>
<PAGE>

                                 General
                                American
                         LIFE INSURANCE COMPANY
                     ST. LOUIS, MISSOURI 63166 [Logo]

1.  Amount if any paid in cash in exchange for the Conditional Receipt with
    the same number as this application. $
                                          --------------------
- ------------------------------------------------------------------------------
2.  (a) Name of Proposed Insured (Print Last, First, Middle)  (b) / / Male
                                                                  / / Female

    --------------------------------------------------------------------------
    (c) Social Security No.
        (Required for IRS Tax Code Compliance)

- ------------------------------------------------------------------------------
    (d) Date of  Mo.  Day  Yr.     (e) Age Nearest       (f) Birthplace
        Birth:                         Birthday
- ------------------------------------------------------------------------------
    (g) Residence Address: Number & Street, or RFD    City     State     Zip

    --------------------------------------------------------------------------
        Area   Home Phone No.

- ------------------------------------------------------------------------------
3.  (a) Name of Employer                 (b) Occupation

- ------------------------------------------------------------------------------
    (c) Business Address: Number & Street, or RFD     City     State      Zip

    --------------------------------------------------------------------------
        Area   Bus. Phone No.

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

4.  (a) Plan of Insurance:           (c) Benefits:       WP      ADB
- ------------------------------------------------------------------------------

    (b) Amount $                     (d) Riders:
- ------------------------------------------------------------------------------
5.  (a) Premiums Payable or Planned Periodic Mode:
    / / List Billing  / / Pre-Auth Check  / / Payroll Ded.
    Non-Trad. Billing Prem. $                  .
                             ------------------
        / / Minimum  / / Other
    / / ANN  / / SA  / / QR  / / MO  / / Single Premium

    List Billing Number (if adding to an existing List Billing)
                                                               ---------------
    (b) Send Premium Notices to:  / / Residence  / / Business
    / / Other
             -----------------------------------------------------------------
                                       Name

        ----------------------------------------------------------------------
                                      Address
- ------------------------------------------------------------------------------
6.  Dividend Option (if eligible):

    / / Pd. Up Adds.       / / Accumulation
    / / Redn. of Prem.     / / Cash
    / / Incr. Cash Value (Non-Trad. only)
    If no option is selected, the Automatic option for Trad. is Pd. Up Addns.
    and for Non-Trad. is Incr. Cash Value.
- ------------------------------------------------------------------------------
7.  Automatic Premium Payment election:
    (Trad. only)
    / / Use Dividend Accumulations
    / / Use Loan Value
    / / Use both Dividend Accumulations and Loan Value
    / / Use Neither
- ------------------------------------------------------------------------------
8.  Beneficiary of Death Benefit. (Print full name, address, telephone
    number, and relationship of each to Proposed Insured)
    (a) Primary Class (will receive payment first, if living and not
        disqualified)



    --------------------------------------------------------------------------
    (b) Contingent Class (will receive payment only if living and not
        disqualified and if no primary beneficiary receives payment)



- ------------------------------------------------------------------------------
9.  Original Owner of Policy will be: (Print full name, address, telephone
    number, relationship of each to Proposed Insured and Social Security
    Number or Tax Identification Number.)

    / / Proposed Insured
    / / Other:
- -----------------------------------------------------------------------------

<PAGE>
10. Will any life insurance or annuities be discontinued or
    changed if this policy is issued?
    If "Yes," what is the paid to date of the coverage being
    replaced? (Complete and submit required replacement
    papers.)                                                  / / Yes  / / No
- ------------------------------------------------------------------------------
11. Will the coverage to be replaced be terminated on the
    Premium Due Date(s) upon acceptance of a policy issued
    as a result of this application?                          / / Yes  / / No
- ------------------------------------------------------------------------------
12. Have you ever been declined, postponed, rated or offered
    a policy different than that applied for? (If "Yes,"
    give details in #14.)                                     / / Yes  / / No
- ------------------------------------------------------------------------------
13. In the past five years have you been in a motor vehicle
    accident or charged with a moving violation of any motor
    vehicle law or had your license restricted or revoked?    / / Yes  / / No
    (If "Yes," please give details including date(s) and
    your driver's license number in #14.)
- ------------------------------------------------------------------------------
9365
(6/89)

<PAGE>
<PAGE>

- ------------------------------------------------------------------------------
14. EXPLANATIONS OR ADDITIONAL INSTRUCTIONS



- ------------------------------------------------------------------------------
15. FOR HOME OFFICE ENDORSEMENT ONLY.
    (Not applicable in Maryland, Minnesota,
    Pennsylvania, New Hampshire, or West Virginia.)



- ------------------------------------------------------------------------------
16. (a) Name and address of your personal physician. If none, check / /

        Name
             -----------------------------------------------------------------

        Street #
                --------------------------------------------------------------

        City, State & Zip Code                      Phone #
                               ---------------------       -------------------

    (b) Date and reason last consulted? Date            Reason
                                             ----------        ---------------

    (c) What treatment was given or medication prescribed?
- ------------------------------------------------------------------------------
17. Height       ft.        in;    Weight        lbs.
           -----    -------               ------
- ------------------------------------------------------------------------------
18. To the best of your knowledge, is your health impaired
    in any way?                                               / / Yes  / / No
- ------------------------------------------------------------------------------
19. Within the last ten years, from the date of this
    application, have you been treated for or had any
    known indication of:

    (a) Heart attack, stroke, heart murmur, high blood
        pressure, chest pain, or other disorder of the
        heart or blood vessels?                               / / Yes  / / No

    (b) Diabetes, kidney disease, cancer, or any other
        malignancy?                                           / / Yes  / / No
- ------------------------------------------------------------------------------
20. (a) Have you ever been diagnosed by a member of the
        Medical Profession as having AIDS or any AIDS
        Related Complex?                                      / / Yes  / / No

    (b) Have you received treatment from a member of the
        Medical Profession for AIDS or any AIDS Related
        Complex?                                              / / Yes  / / No
- ------------------------------------------------------------------------------
21. Have you within the past 5 years consulted any
    physician or other medical practitioner for advice,
    treatment, examination or surgery?                        / / Yes  / / No
- ------------------------------------------------------------------------------
22. Do you currently use tobacco in any form?                 / / Yes  / / No
    Have you used tobacco in any form in the last 5 years?    / / Yes  / / No

    If yes, in what form?            How often?
                         -----------           ------------

    If discontinued, when            why?
                         -----------     ------------------
- ------------------------------------------------------------------------------
DETAILS of answers. (IDENTIFY QUESTION NUMBER, CIRCLE APPLICABLE ITEMS:
Include diagnoses, dates, duration and names and addresses of all attending
physicians and medical facilities.)




<PAGE>
- ------------------------------------------------------------------------------
All the statements contained on this application are correct and true to the
best of my knowledge and belief. I agree that this application, any required
medical examination and any supplement or amendment to either will be part
of the policy issued. I further agree that, except as provided in the
Conditional Receipt, no insurance will take effect unless and until the
policy has been received and accepted by me and the first full premium paid
during my lifetime and continued insurability.

Dated at
        ------------------------------  -------------------------------------
                                        (Print name of Proposed Insured)

this      day of
     ----        ---------------------

Witnessed by                            X
             -------------------------  -------------------------------------
                  (Signature of         (Signature of Proposed Insured,
                  Licensed Agent)       Parent or Guardian of Minor)


                                        -------------------------------------
                                        (Signature of Owner, if other than
                                        Proposed Insured)

9365            COMPLETE SOLICITING AGENT'S CERTIFICATION
(6/89)          -----------------------------------------

<PAGE>
<PAGE>

VUL SUPPLEMENT TO APPLICATION NO.
                                 ------------------------

                        INFORMATION FOR VUL PRODUCTS

IF VUL PRODUCT APPLIED FOR, THESE QUESTIONS MUST BE ANSWERED:
- -------------------------------------------------------------

1.  Annual Salary from Occupation: $
                                    ----------------------

2.  Total Annual Income from All Sources: $
                                           ---------------------

3.  Net Worth $
               ---------------------

4.  Net Premium Allocation: (0 or minimum of 5%. Percentages must be in whole
    numbers and total 100%.)

    General American Capital Company:

        / / Money Market Fund                     %
                                       -----------
        / / S & P 500 Index Fund                  %
                                       -----------
        / / Bond Index Fund                       %
                                       -----------
        / / Managed Equity Fund                   %
                                       -----------
        / / Asset Allocation Fund                 %
                                       -----------
        / / International Equity Fund             %
                                       -----------
        / / Special Equity Fund                   %
                                       -----------
        -------------------------------------------

        Van Eck Investment Trust:
        / / Gold & Natural
            Resources Fund                        %
                                       -----------

        Fidelity's VIP & VIP II Funds:

        / / Equity-Income Portfolio               %
                                       -----------
        / / Growth Portfolio                      %
                                       -----------
        / / Overseas Portfolio                    %
                                       -----------
        / / High Income Portfolio                 %
                                       -----------
        / / Asset Manager Portfolio               %
                                       -----------

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

        / / Other                                 %
                  --------------       -----------
        / / Other                                 %
                  --------------       -----------
        / / General Account                       %
                                       -----------

        ===========================================
        TOTAL ALLOCATION                          %
                                       -----------

5.  If Paid Up Additions or Accumulations dividend option
    is selected and the policy goes into its grace period,
    should these values be used to keep the policy
    in force?                                               / / Yes  / / No

6.  Suitability Information:

    (a) Have you received a prospectus for the policy
        applied for?                                        / / Yes  / / No

           Date of Prospectus
                                 -----------------------

           Date of any supplement
                                 -----------------------

    (b) Do you understand that:

        The death benefit and cash surrender value will
        increase or decrease depending on the investment
        experience,                                         / / Yes  / / No

        AND,

        There is no guaranteed minimum death benefit or
        cash surrender value?                               / / Yes  / / No

    (c) Do you believe that the policy applied for meets
        your insurance objectives and your anticipated
        financial needs?                                    / / Yes  / / No


Dated at
        ------------------------------  -------------------------------------
                                        (Print name of Proposed Insured)

this      day of
     ----        ---------------------
                                        X
Witnessed by                            -------------------------------------
             -------------------------  (Signature of Proposed Insured -
                  (Signature of         Parent or Guardian if Proposed
                  Licensed Agent)       Insured under age 15)


                                        -------------------------------------
                                        (Signature of Owner, if other than
                                        Proposed Insured)

9365            COMPLETE SOLICITING AGENT'S CERTIFICATION
(6/89)          -----------------------------------------

<PAGE>
<PAGE>

- -----------------------------------------------------------------------------
     FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE APPLIED FOR      SECTION B
- -----------------------------------------------------------------------------


     (c) Net Premium Allocation

           PLEASE NOTE:

           The following funds are NOT currently available for Select Plus
           or VUL-95:

               - Van Eck Investment Trust:
                     Gold & Natural Resources Fund

               - Fidelity's VIP & VIP II Funds:
                     High Income Portfolio
                     Asset Manager Portfolio

- -----------------------------------------------------------------------------
9406/9365 Insert

<PAGE>
<PAGE>

                    SOLICITING AGENT CERTIFICATION
                    ------------------------------

1.  Did you deliver "Notice of Insurance Information
    Practices" and explanation of Medical Information Bureau
    to the Proposed Insured?                                 / / Yes  / / No

2.  To the best of your knowledge is the insurance applied
    for a replacement of other insurance or annuities? (If
    "Yes", complete and submit required papers.)             / / Yes  / / No

3.  FOR VUL APPLICATIONS ONLY:
    --------------------------
    (a) Did you deliver the current Prospectus and were all
        of the written sales materials used printed by
        General American Life Insurance Company?             / / Yes  / / No

    (b) Do you believe that the policy applied for is a
        suitable purchase for the applicant under the
        policy?                                              / / Yes  / / No



                                 --------------------------------------------
                                 (Signature of Soliciting Agent)

=============================================================================

Name and Codes of Agents to be credited with production. If not yet
appointed-do not sign.

Agent
     -------------------------------------------
Agent
     -------------------------------------------
Agent
     -------------------------------------------
Agent
     -------------------------------------------

Annualized commission requested  / / Yes  / / No



- ------------------------------------------------
Signature of General Agent

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

      ATTACH AGENT LABEL ONLY FOR AGENT TO BE CREDITED WITH PRODUCTION

       DO NOT ATTACH ADDITIONAL AGENT OR GENERAL AGENT LABELS UNLESS

                  IT IS YOUR INTENTION TO SPLIT COMMISSIONS.

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





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

9365
(6/89)



<PAGE>

                  Exhibit 2
                  ---------

Memorandum describing the company's issuance, transfer
and redemption procedures for the Policies and the
Company's procedure for conversion to a fixed benefit
policy


<PAGE>
<PAGE>

               GENERAL AMERICAN LIFE INSURANCE COMPANY

                  DESCRIPTION OF ISSUANCE, TRANSFER
                    AND REDEMPTION PROCEDURES FOR
          FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICIES
                 Pursuant to Rule 6e-3(T)(b)(12)(ii)

                                and

                 METHOD OF COMPUTING ADJUSTMENTS IN
                   PAYMENTS AND CASH VALUES UPON
                CONVERSION TO FIXED BENEFIT POLICIES
                Pursuant to Rule 6e-3(T)(b)(13)(v)(B)

          This document sets forth the administrative procedures that will be
followed by General American Life Insurance Company (the "Company") in
connection with the issuance of two types of Flexible Premium Variable
Life Insurance Policies, a policy designed for general use ("Standard
Policy") and a policy designed for use in connection with qualified
pension plans ("Pension Policy") (collectively the "Policies" or
"Policy"), the transfer of assets held thereunder, and the redemption
by Owners of their interests in such Policies. The document also
explains the method that the Company will follow in making a cash
adjustment when a Policy is exchanged for a fixed benefit insurance policy
pursuant to Rule 6e-3(T)(b)(13)(v)(B).

I.    PROCEDURES RELATING TO ISSUANCE AND PURCHASE OF POLICIES

      A.  Premium Payments and Underwriting

          Premiums for the Policies will not be the same for all owners
of Policies ("Owners"). An initial premium, together with a completed
application, must be received by the Company before a Policy will be
issued. The Company requires that the initial premium for a Policy be
at least equal to the Target Premium for the Policy plus $36. (The Target
Premium is the amount specified for each Policy based on the requested
initial face amount and certain requirements under the federal
securities 1aws.)

          Following the initial premium, subject to the limitations
described below, premiums may be paid in any amount and at any interval.
An Owner may establish a schedule of planned premiums which will be
billed by the Company at regular intervals. For the first Policy year,
the amount of the planned premiums can be no less than the minimum
annual premium. Failure to pay planned premiums, however, will not
itself cause the Policy to lapse.

          An Owner may elect to pay premiums by means of a pre-authorized
check ("PAC") procedure. Under a PAC procedure, amounts will be
deducted each month, generally on the monthly
<PAGE>
<PAGE>

anniversary, from the Owner's checking account and applied as a premium
under a Policy. The minimum payment permitted under a PAC procedure
is $10.

          An Owner may make unscheduled premium payments at any time in
any amount, or skip planned premium payments, subject to the following
limitations. Every premium payment must be at least $10. In no event may
the total of all premiums paid in any Policy year exceed the current
maximum premium limitations for that year established by Federal tax
laws. The maximum premium limit for a Policy year is the largest amount
of premium that can be paid in that Policy year such that the sum of
the premiums paid under the Policy will not at any time exceed the
guideline premium limitations referred to in section 7702(c) of the
Internal Revenue Code of 1986, as amended, or any successor provision.
If at any time a premium is paid which would result in total premiums
exceeding the current maximum premium limitation, the Company will
only accept that portion of the premium which will make total premiums
equal the maximum. Any part of the premium in excess of that amount will
be returned or applied as otherwise agreed and no further premiums
will be accepted until allowed by the current maximum premium limitations
prescribed by Federal tax law. The Company may require additional evidence
of insurability if any premium payment would cause an increase in the
Policy's death benefit exceeding the premium received.

          A Policy will remain in force so long as the cash surrender value
is sufficient to pay the monthly deduction. Thus, the amount of a premium,
if any, that must be paid to keep the Policy in force depends upon the
cash value of the Policy, which in turn depends on such factors as the
investment experience and the cost of insurance charge. The cost of
insurance rate utilized in computing the cost of insurance charge will
not be the same for each insured. The chief reason is that the principle
of pooling and distribution of mortality risks is based on the assumption
that each insured incurs an insurance rate commensurate with his or her
mortality risk which is actuarially determined based on such factors as
attained age, sex (except under Policies sold in Montana and under the
Pension Policy), and rate class. Accordingly, while not all insureds
will be subject to the same cost of insurance rate, there will be a
single "rate" for all insureds in a given actuarial category.

          Current cost of insurance rates will be determined by the
Company based upon expectations as to future mortality experience. The
cost of insurance rates are guaranteed not to exceed rates based upon the
Commissioners' 1980 Standard Ordinary Mortality Tables.

          The Policies will be offered and sold pursuant to established
underwriting standards and in accordance with state insurance laws.
State insurance laws may prohibit unfair discrim-

                                - 2 -

<PAGE>
<PAGE>

ination among insureds but recognize that premiums may be based upon factors
such as age, sex, health, and occupation.

      B.  Application and Initial Premium Processing

          Upon receipt of a completed application, the Company will follow
certain insurance underwriting (e.g., evaluation of risks) procedures
                                ----
designed to determine whether the applicant is insurable. This process may
involve such verification procedures as medical examinations and may
require that further information be provided by the proposed insured before
a determination can be made. A Policy will not be issued until the
underwriting procedure has been completed.

          Insurance coverage under a Policy will begin on the issue date,
which is the date as of which the Policy is delivered and the initial
premium has been received prior to the insured's death and prior to any
change in health as shown in the application. The issue date is used to
determine Policy anniversaries, Policy years and Policy months.

          After the issue date the Company will allocate the net premium
received during the "right to examine policy period" to the division of
the General American Life Insurance Company Separate Account Eleven
(the "Separate Account") that invests in the Money Market Fund of
General American Capital Company. Upon expiration of this period, the
cash value in that division will be transferred to the divisions of the
Separate Account and to the Company's General Account in accordance with
the Owner's allocation instructions.

          The minimum face amount at issue is $50,000.

      C.  Reinstatement Procedures

          The Policy may be reinstated within five years after lapse and
before the maturity date unless the Policy has been surrendered. A Policy
will be reinstated upon receipt by the Company of a written application
for reinstatement, production of evidence of insurability satisfactory to
the Company and payment of sufficient premium to cover the monthly
deductions due at the time of lapse, and two times the monthly deduction
due at the time of reinstatement. Any indebtedness must also be paid or
reinstated.

          The amount of cash value on the date of reinstatement will be
equal to the amount of any loan reinstated, increased by the net premiums
paid at reinstatement, any loans paid at the time of reinstatement, and
the amount of any surrender charge paid at the time of lapse to the
extent of the face amount reinstated. The effective date of reinstatement
will be the date of approval by the Company of the application for
reinstatement. There will be a full monthly deduction for the Policy
month that includes

                                - 3 -

<PAGE>
<PAGE>

that date. The surrender charge in effect at the time of reinstatement
will equal the surrender charge in effect at the time of lapse. If
only a portion of the coverage is reinstated, then only the prorated
portion of the surrender charge will be reinstated. The cash value
following reinstatement will be increased by the amount of the
surrender charge imposed at the time of lapse, to the extent of the
surrender charge reinstated.

II.   REDEMPTION PROCEDURES: SURRENDER AND RELATED TRANSACTIONS

          Set forth below is a summary of the principal Policy provisions
and administrative procedures which might be deemed to constitute, either
directly or indirectly, a "redemption" transaction. The summary shows
that because of the insurance nature of the policies, the procedures
involved necessarily differ in certain significant respects from the
redemption procedures for mutual funds and contractual plans.

      A.  Surrenders and Partial Withdrawals

          At any time during the lifetime of the insured and while a Policy
is in effect, the Owner may surrender, or make a partial withdrawal under,
the Policy by sending a written request to the Company. The amount
available for surrender is the cash surrender value at the end of the
valuation period during which the surrender request is received at the
Company's home office. Amounts payable from the Separate Account upon
surrender or a partial withdrawal will ordinarily be paid within seven
days of receipt of the written request.

          If the Policy is being surrendered, the Policy itself must be
returned to the Company along with the request. Upon surrender, the Company
will pay the cash surrender value (the cash value less any indebtedness,
surrender charge, and any unpaid selection and issuance expense charge),
increased by the cash value of any paid-up additions, dividends due and
dividend accumulations, and any unaccrued interest paid. Surrender proceeds
may be paid in a single sum or under one of the settlement options. Coverage
under a Policy will terminate as of the date of surrender.

          After the first Policy year, an Owner may make up to one partial
withdrawal each Policy month from the Separate Account, and up to four
partial withdrawals in any Policy year from the General Account. The
minimum amount of a partial withdrawal request, net of any applicable
surrender charges, must be at least $500 from a division, or the Policy's
cash value in a division, if smaller. The maximum amount that may be
withdrawn from a division is the Policy's cash value in that division.

          The Owner may allocate the amount withdrawn, subject to the
above conditions, among the divisions of the Separate Account

                                - 4 -

<PAGE>
<PAGE>

and the General Account. If no allocation is specified, then the partial
withdrawal will be allocated among the divisions of the Separate Account
and the General Account in the same proportion that the Policy's cash
value in each division and the General Account bears to the total cash
value of the Policy, less the cash value in the Loan Account, on the date
the request for the partial withdrawal is received.

          Generally, any surrender charge imposed in connection with a
partial withdrawal will be allocated among the divisions of the
Separate Account and the General Account in the same proportion as the
partial withdrawal is allocated. An Owner may request, however, that a
surrender charge applicable to an amount withdrawn from a division be paid
from the cash value in another division. No amount may be withdrawn that
would result in there being insufficient cash value to meet any surrender
charge that would be payable immediately following the withdrawal upon the
surrender of the remaining cash value.

          The death benefit will be affected by a partial withdrawal. If
Option A is in effect and the death benefit equals the face amount, then
a partial withdrawal will decrease the face amount by an amount equal to the
partial withdrawal plus the applicable surrender charge resulting from the
change in face amount. If the death benefit is based on a percentage of the
cash value, then a partial withdrawal will decrease the face amount by
the amount by which the partial withdrawal plus the applicable surrender
charge exceeds the difference between the death benefit and the face amount.
If Option B is in effect, the face amount will not change.

          The face amount remaining in force after a partial withdrawal may
not be less than $50,000. Any request for a partial withdrawal that would
reduce the face amount below this amount will not be implemented. Partial
withdrawals will be applied first to reduce the initial face amount and then
to each increase in face amount in order, starting with the first increase.

          If a Policy is surrendered, the surrender charge will be 24% of
premiums paid during the first Policy year up to the target premium for
the Policy. The charge remains level over the first five Policy years and
then gradually decreases to zero (0) at the end of ten Policy years.
Additional surrender charges will be deducted if the Policy is surrendered
following one or more increases in face amount. The surrender charge
applicable to each increase will be 24% of the lesser of premiums
associated with the increase which are received within 12 Policy months
of the increase and the target premium for that increase. The surrender charge
applicable to an increase in face amount remains level for the first five
Policy months that the increase is in effect, then gradually decreases to
zero at the end of ten Policy years.

                                - 5 -

<PAGE>
<PAGE>

          A surrender charge also will apply to any decrease in face amount.
The amount of the surrender charge assessed because of a decrease in face
amount is a portion of the surrender charge that would be deducted upon
surrender or lapse. The portion is based on the relationship between the
decrease in face amount and face amount before the decrease.

      B.  Changes in Face Amount

          An Owner may increase or decrease the face amount of a Policy
(without changing the death benefit option) once each Policy year after
the first Policy anniversary. A written request is required for a change
in the face amount. Any change is subject to the following conditions:

      1.  Any decrease will become effective on the monthly anniversary
      on or next following receipt of the written request.

      2.  The minimum decrease allowed is $5,000, and the face amount
      may not be decreased below $50,000. If, following the decrease in
      face amount, the Policy would not comply with maximum premium
      limitations required by Federal tax law, the decrease may be
      limited or cash value may be returned to the Owner, at his or her
      election, to the extent necessary to meet these requirements.

          Any decrease will reduce the face amount in the following
      order:

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

          b.  The next most recent increases successively; and

          c.  The initial face amount.

      3.  For an increase in the face amount, the Company requires that
      satisfactory evidence of insurability be submitted. An application
      for an increase must be received within 60 days prior to, or 30 days
      following, a Policy anniversary. If approved, the increase will
      become effective as of the Policy anniversary. In addition, the
      insured must have an attained age of not greater than 80 on the
      effective date of the increase. The increase may not be less than
      $5,000 under the Standard Policy and $2,000 under the Pension Policy.

      4.  An Owner may elect an increase in the face amount that will
      terminate on the monthly anniversary which is an

                                - 6 -

<PAGE>
<PAGE>

      exact whole number of years from the effective date of the increase
      and which is nearest the insured's 85th birthday. The Owner may select
      this option only if the insured has an attained age of not less than
      20 but not greater than 70 on the effective date of the requested
      increase.

      C.  Change in Death Benefit Option

          After the first Policy anniversary, the Owner may request in
writing to change the death benefit option. If the request is to change from
Option A to Option B, the face amount will be decreased by the amount of
the cash value. Evidence of insurability satisfactory to the Company will be
required on a change from Option A to Option B. This change cannot be made
if it would result in a face amount of less than $50,000. If the request is
to change from Option B to Option A, the face amount will be increased by the
amount of the cash value. The effective date of a change will be the monthly
anniversary on or following the date the request for change is received by
the Company. The option may be changed once each Policy year.

      D.  Benefit Claims

          While the Policy remains in force, the Company will pay a death
benefit to the named beneficiary in accordance with the designated death
benefit option within seven days after receipt in its home office of due
proof of death of the insured. Payment of death benefits may be postponed
under certain circumstances, such as the New York Stock Exchange being
closed for reasons other than customary weekend and holiday closings.

          The amount of the death benefit is determined at the end of the
valuation period during which the insured dies. The amount of the death
benefit will never be less than the current face amount of the Policy
as long as the Policy remains in force. The proceeds will be reduced
by any outstanding indebtedness. The proceeds will be increased by any
paid-up additions to the Policy, any dividend accumulations and dividends
due, and the amount of the monthly cost of insurance for the portion of
the month from the date of death to the end of the month. The death
benefit may exceed the face amount of the Policy depending on the death
benefit option in effect, the cash value of the Policy and the applicable
percentage in effect at the date of death. Under Option A, the death
benefit is the greater of the face amount or the cash value on the date
of death multiplied by the applicable percentage. Under Death Benefit
Option B, the death benefit is equal to the face amount plus the cash
value on the date of death or, if greater, the applicable percentage
(as per Option A) of the cash value on the date of death.

          If the insured is living on the maturity date (the date on
which the insured reaches attained age 95), the Company will

                                - 7 -

<PAGE>
<PAGE>

pay the cash surrender value of the Policy on the maturity date plus the
cash value of any paid-up additions, dividends due and dividend accumulations.

          Death benefit proceeds may be paid in a single sum, or under one
of the settlement options described in the Policy. The election may be
made by the Owner during the insured's lifetime, or, if no election is in
effect at death, by the beneficiary. An option is available only if the
proceeds to be applied are $5,000 or more. The settlement options are subject
to the restrictions and limitations set forth in the Policy.

      E.  Policy Loans

          After the first Policy anniversary, the Owner may, by written
request to the Company, borrow an amount up to the loan value of the Policy,
with the Policy serving as sole security for such loan. The loan value is
equal to 90% of the cash value of the Policy on the date the Policy loan is
requested, reduced by interest paid in advance on the borrowed amount to the
next Policy anniversary, the amount of any existing loans and interest
payable in advance on those loans, any surrender charges, and any unpaid
selection and issue expense charges. The minimum amount that may be borrowed,
net of the interest payable in advance, is $500. Any amount due to an Owner
under a loan ordinarily will be paid within seven days after the Company
receives a loan request at its home office, although payments may be
postponed under certain circumstances.

          When a loan is made, cash value equal to the amount of the loan
plus the interest due on the borrowed amount to the next Policy anniversary
will be transferred to the "Loan Account" (part of the General Account) as
security for the loan. Unless the Owner requests a different allocation,
amounts will be transferred from the divisions of the Separate Account and
the General Account in the same proportion that the Policy's cash value in
each division and the General Account, if any, bears to the total cash
value, less the cash value in the Loan Account. Cash value transferred
to the Loan Account will accrue interest daily at a minimum annual rate
of at least 5%. The current rate is 0.75% less than the current rate of
interest charged. Interest on the loan will be charged based on an index.
The loan interest rate will be set once a year on the Owner's Policy
anniversary and will not change during the year. The rate of interest the
Company sets for a Policy year may not exceed a maximum limit which is
the greater of (a) the "published monthly average" for the calendar month
ending two months before the beginning of the month in which the Policy
anniversary falls; or (b) six percent (6%). The "published monthly average"
means Moody's Corporate Bond Yield Average-Monthly Average Corporates,
as published by Moody's Investors Service, Inc., or any successor to that
service, or if the average is no longer published, a substantially similar
average, established by

                                - 8 -

<PAGE>
<PAGE>

regulation issued by the insurance supervisory official of the state in
which this Policy is delivered.

          A Policy loan may be repaid in whole or in part at any time
prior to the death of the insured and as long as a Policy is in effect.
When a loan repayment is made, an amount securing the indebtedness in
the Loan Account equal to the loan repayment will be transferred to the
divisions of the Separate Account and the General Account in the same
proportion that cash value in the Loan Account bears to the cash
value in each Loan Subaccount.

III.  TRANSFERS

          The Separate Account currently has five divisions. Under the
Company's current rules, a Policy's cash value, except amounts credited
to the Loan Account, may be transferred among the divisions of the
Separate Account and between the General Account and the divisions.
Requests for transfers from or among divisions of the Separate Account
must be in writing and may be made once each Policy month. Transfers
must be in amounts of at least $500 or, if smaller, the Policy's cash
value in a division. The Company with effectuate transfers and determine
all values in connection with transfers as of the end of the valuation
period during which the transfer request is received.

          The Company currently intends to continue to permit transfers
for the foreseeable future. The Policy provides that the Company may
at any time revoke or modify the transfer privilege, including the
minimum amount transferable, and may in the future impose a charge
of no more than $25 per transfer request.

IV.   REFUNDS

      A.  Rights to Examine Policy Period

          An Owner may cancel a Policy within the latest of 20 days after
receiving it, 45 days after the application was signed, or 10 days of
mailing a notice of the cancellation right. If a Policy is cancelled
within this time period a refund will be paid. The refund will equal all
premiums paid under the Policy.

          To cancel the Policy, the Owner must mail or deliver the Policy
to either the Company or the agent who sold it. A refund of premiums paid
by check may be delayed until the check has cleared the Owner's bank.

          A request for an increase in Face Amount may also be cancelled.
The request for cancellation must be paid within the latest of 20 days
from the date the Owner received the new Policy specifications page for
the increase, 45 days after the application for the increase was signed,
or 10 days of mailing the right to cancellation notice.

                                - 9 -
 
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          Upon cancellation of an increase, the Owner may request that the
Company refund the amount of the additional charges deducted in connection
with the increase. This will equal the amount by which the monthly
deductions since the increase went into effect exceeded the monthly
deductions which would have been made absent the increase.

          If no request is made, the Company will increase the Policy's
cash value by the amount of these additional charges. This amount will be
allocated among the divisions of the Separate Account and the General
Account in the same manner as it was deducted.

      B.  Suicide

          In the event the insured commits suicide, whether sane or insane,
within two years of the issue date, the amount payable will be limited
to the return of premiums paid, less any indebtedness or partial
withdrawals. In the event of suicide within two years of the effective
date of any increase in face amount, the death benefit for that increase
will be limited to the amount of the monthly deductions for the increase.

      C.  Incontestability Clause

          The Policy is incontestable after it has been in force for two
years from the issue date during the lifetime of the insured. An increase
in the face amount or addition of a rider after the issue date is
incontestable after such increase or addition has been in force for two
years from its effective date during the lifetime of the insured. Any
reinstatement of a Policy is incontestable, except for nonpayment of
premiums, only after it has been in force during the lifetime of the
insured for two years after the effective date of the reinstatement.

      D.  Misstatement of Age or Sex

          If the age or sex (except under the Pension Policy or any
Policies sold in Montana) of the insured has been misstated in the
application, the amount of the death benefit will be that which the most
recent cost of insurance charge would have purchased for the correct age
and sex.

                                - 10 -

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V.    METHOD OF COMPUTING EXCHANGE ADJUSTMENTS PURSUANT TO PARAGRAPH
      (b)(13)(v)(B) OF RULE 6e-3(T) UNDER THE INVESTMENT COMPANY ACT OF 1940

          During the first 24 Policy months following the issuance of the
Policy, or the first 24 Policy months following the effective date of a
requested increase in face amount, the Owner may in effect convert any
Policy still in force to a guaranteed benefit life insurance policy by
transferring the Policy's cash value in the Separate Account to the
General Account. If an Owner elects to convert within 24 Policy months
following an increase in face amount, the Owner can elect to transfer
any portion of the Policy to the General Account for this purpose.
Transfers made pursuant to this conversion right will not affect the death
benefit, face amount, net amount at risk, rate class or issue age under
a Policy. No charge will be imposed on any transfers resulting from the
exercise of this conversion privilege, and such transfers will not count
against the limitation on the amount and frequency of transfer requests
allowed in each Policy month or Policy year.

          The cash value of the new Policy on the exchange date will equal
the cash value of the Policy on the valuation date immediately prior to
the exchange date, plus the cash value provided by any net premium
credited to the new Policy on the exchange date less monthly deductions
under the new Policy. The same conditions and principles applicable to
the exchange of an entire policy are equally applicable to an exchange
relating to an increase.

          No further adjustments are made in cash values and payments
upon an exchange.

                                - 11 -


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                            EXHIBIT 3.(2)

General American Life Insurance Company
700 Market Street
St. Louis, MO  63101

Dear Sirs:

This opinion is furnished in connection with the offering of individual,
flexible premium variable life insurance policies ("Policies") of
General American Life Insurance Company ("General American") under
Registration Statement No. 33-10146 filed by General American and
General American Life Insurance Company Separate Account Eleven
("Account") under the Securities Act of 1933, as amended ("Act").

I have made such examination of the law and examined such corporate
records and such other documents as in my judgment are necessary and
appropriate to enable me to render the following opinion that:

1.   General American has been duly organized under the laws of the
State of Missouri and is a validly existing corporation.

2.   The Account has been duly formed by the Board of Directors of
General American as a separate account for assets designed to support
the Policies, pursuant to the provisions of Section 309 of Chapter 376,
of the Revised Statutes of Missouri.  The Account is duly created and
validly existing as a separate account pursuant to the above-cited
provisions of Missouri law.

3.   The portion of the assets to be held in the Account equal to the
reserves and other liabilities under the Policies is not chargeable with
liabilities arising out of any other business General American may
conduct.

4.   The Policies have been duly authorized by General American and,
when issued as contemplated by the Registration Statement, as amended,
will constitute legal, validly issued, and binding obligations of
General American in accordance with their terms.

I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name under the caption
"Legal Matters" in the Prospectus contained in the Registration
Statement.

                                 Very truly yours,

                                 /s/ Christopher A. Martin

                                 Christopher A. Martin
                                 Counsel




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