GE LIFE & ANNUITY ASSURANCE CO IV
497, 2000-05-09
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<PAGE>

                      GE Life & Annuity Separate Account 4
                               Prospectus For The
               Flexible Premium Variable Deferred Annuity Policy
                                Form P1150 10/98
                                Form P1143 4/94

                                   issued by:
                     GE Life and Annuity Assurance Company
                                  Home Office:
                             6610 West Broad Street
                            Richmond, Virginia 23230
                           Telephone: (804) 281-6000

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

This Prospectus describes a flexible premium variable deferred annuity policy
(the "Policy") for individuals and some qualified and nonqualified retirement
plans. GE Life and Annuity Assurance Company (the "Company," "we," "us," or
"our") issues the Policy.

The Policy offers you the accumulation of Account Value and the payment of
periodic annuity benefits. We may pay these benefits on a variable or fixed
basis or a combination of both.

You may allocate your premium payments to Account 4, the Guarantee Account, or
both. Each Investment Subdivision of Account 4 invests in shares of the Funds.
We list the Funds, and their currently available portfolios, below.

The Alger American Fund:
  Alger American Growth Portfolio, Alger American Small Capitalization
  Portfolio

Federated Insurance Series:
  Federated American Leaders Fund II, Federated High Income Bond Fund II,
  Federated Utility Fund II

Fidelity Variable Insurance Products Fund (VIP):
  VIP Equity-Income Portfolio, VIP Growth Portfolio, VIP Overseas Portfolio

Fidelity Variable Insurance Products Fund II (VIP II):
  VIP II Asset Manager Portfolio, VIP II Contrafund(R) Portfolio

Fidelity Variable Insurance Products Fund III (VIP III):
  VIP III Growth & Income Portfolio, VIP III Growth Opportunities Portfolio

GE Investments Funds, Inc.:
  Global Income Fund, Income Fund, International Equity Fund, Mid-Cap Value
  Equity Fund (formerly known as Value Equity Fund), Money Market Fund,
  Premier Growth Equity Fund, Real Estate Securities Fund, S&P 500(R) Index
  Fund, Total Return Fund, U.S. Equity Fund

Goldman Sachs Variable Insurance Trust (VIT):
  Goldman Sachs Growth and Income Fund, Goldman Sachs Mid Cap Value Fund
  (formerly known as Mid Cap Equity Fund)

Janus Aspen Series:
  Aggressive Growth Portfolio, Balanced Portfolio, Capital Appreciation
  Portfolio, Flexible Income Portfolio, Global Life Sciences Portfolio, Global
  Technology Portfolio, Growth Portfolio, International Growth Portfolio,
  Worldwide Growth Portfolio

                                       1
<PAGE>


Oppenheimer Variable Account Funds:
  Oppenheimer Aggressive Growth Fund/VA, Oppenheimer Bond Fund/VA, Oppenheimer
  Capital Appreciation Fund/VA, Oppenheimer High Income Fund/VA, Oppenheimer
  Multiple Strategies Fund/VA

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

Salomon Brothers Variable Series Funds Inc:
  Salomon Investors Fund, Salomon Strategic Bond Fund, Salomon Total Return
  Fund

  Not all of these portfolios may be available in all states or in all
  markets.

Except for amounts in the Guarantee Account, both the value of a Policy before
the Maturity Date and the amount of monthly income afterward will depend upon
the investment performance of the portfolio(s) you select. You bear the
investment risk of investing in the portfolios.

The Securities and Exchange Commission has not approved these securities or
determined if this Prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.

Your investment in the Policy is not a deposit of a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any government
agency.

This Prospectus gives details about Account 4 and our Guarantee Account that
you should know before investing. Please read this Prospectus carefully before
investing and keep it for future reference.

A statement of additional information ("SAI"), dated May 1, 2000, concerning
Account 4 has been filed with the Securities and Exchange Commission ("SEC")
and is incorporated by reference into this Prospectus. If you would like a free
copy, call us at 1-800-352-9910. The SAI also is available on the SEC's website
at http://www.sec.gov. A table of contents for the SAI appears on the last page
of this Prospectus.

  The date of this Prospectus is May 1, 2000.

                                       2
<PAGE>

Charges and Deductions

<TABLE>
<S>                                                                          <C>
Definitions.................................................................   4

Expense Table...............................................................   6

Synopsis....................................................................  16

Investment Results..........................................................  19

Financial Statements........................................................  20

GE Life and Annuity Assurance Company.......................................  21

Account 4...................................................................  22

The Guarantee Account.......................................................  33

Charges and Other Deductions................................................  35

The Policy..................................................................  40

Transfers...................................................................  44

Surrenders..................................................................  48

The Death Benefit...........................................................  50

Income Payments.............................................................  57

Federal Tax Matters.........................................................  61

Voting Rights...............................................................  70

Requesting Payments.........................................................  71

Distribution of the Policies................................................  72

Additional Information......................................................  73

Condensed Financial Information.............................................  75

Appendix A.................................................................. A-1

Appendix B.................................................................. B-1

Table of Contents for Statement of Additional Information
</TABLE>


This Prospectus does not constitute an offering in any jurisdiction in which
such offering may not lawfully be made.

                                       3
<PAGE>

Definitions

We have tried to make this Prospectus as understandable as possible. However,
in explaining how the Policy works, we have had to use certain terms that have
special meanings. We define these terms below.

Account 4 -- GE Life & Annuity Separate Account 4, a separate investment
account we established to receive and invest the premiums you pay under the
Policies, and other variable annuity policies we issue.

Account Value -- The value of the Policy equal to the amount allocated to the
Investment Subdivisions of Account 4 and the Guarantee Account.

Accumulation Unit -- An accounting unit of measure we use in calculating the
Account Value in Account 4 before the Maturity Date.

Annuitant -- The Annuitant is the person named in the Policy upon whose age
and, where appropriate, sex, we determine monthly income benefits.

Annuity Unit -- An accounting unit of measure we use in the calculation of the
amount of the second and each subsequent variable income payment.

Death Benefit -- The benefit provided under a Policy upon the death of an
Annuitant before the Maturity Date.

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

Fund -- Any open-end management investment company or any unit investment trust
in which an Investment Subdivision invests.

General Account -- Our assets that are not segregated in any of our separate
investment accounts.

Guarantee Account -- Part of our General Account that provides a guaranteed
interest rate for a specified interest rate guarantee period. This account is
not part of and does not depend on the investment performance of Account 4.

Investment Subdivision -- A subdivision of Account 4, each of which invests
exclusively in shares of a designated portfolio of one of the Funds. Not all
Investment Subdivisions may be available in all states or in all markets.

Maturity Date -- The date stated in the Policy on which your income payments
will commence, if the Annuitant is living on that date.

Owner -- The person or persons (in the case of Joint Owners) entitled to
receive income payments after the Maturity Date. During the lifetime of the
Annuitant, the Owner also is entitled to the ownership rights stated in the
Policy and is shown on

                                       4
<PAGE>

the Policy data pages and in any application. "You" or "your" refers to the
Owner or Joint Owners.

Policy Date -- The date we issue your Policy and your Policy becomes effective.
Your Policy Date is shown in your Policy and we use it to determine Policy
years and anniversaries.

Surrender Value -- The Account Value (after deduction of any optional benefit
charges and policy maintenance charges) less any applicable surrender charge
and any applicable premium tax.

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

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

                                       5
<PAGE>

Expense Table

This table describes the various costs and expenses that you will pay (either
directly or indirectly) if you purchase the Policy. The table reflects expenses
both of Investment Subdivisions of Account 4 and of the portfolios. For more
complete descriptions of the various costs and expenses involved, see Charges
and Other Deductions in this Prospectus, and the Fund prospectuses. Premium tax
charges also may apply, although they do not appear in the table. In addition,
we reserve the right to impose a transfer charge of up to $10, although we do
not currently do so.

<TABLE>
<S>                                                               <C>
Owner Transaction Expenses:
The maximum surrender charge (as a percentage of each premium
 payment surrendered/withdrawn):................................     6%
We reduce the surrender charge percentage over time. In general,
 the later you surrender or withdraw a premium payment, the
 lower the surrender charge will be on that premium payment.
(Note: During each Policy year, up to 10% of premium payments
 plus any gain may be withdrawn without the imposition of the
 surrender charge. Also, we may waive the surrender charge in
 certain cases. See Surrender Charge.)
Annual Expenses (As A Percentage Of Account Value):
Mortality and Expense Risk Charge...............................  1.25%
Administrative Expense Charge...................................   .15%
                                                                  ----
Total Annual Expenses...........................................  1.40%
Other Annual Expenses:
Annual Policy Maintenance Charge................................   $25*
Maximum Optional Guaranteed Minimum Death Benefit Charge
 ("GMDB") (as a percentage of average benefit amount)...........   .35%**
Maximum Optional Death Benefit Charge ("ODB") (as a percentage
 of Account Value)..............................................   .25%***
</TABLE>

  *  We do not assess this charge if your Account Value at the time the charge
     is due is more than $75,000.
 **  If the Optional Guaranteed Minimum Death Benefit applies. This may be
     referred to as the "Six Percent EstateProtector" in our marketing
     materials.
***  If the Optional Death Benefit applies. This may be referred to as the
     "Annual EstateProtector" in our marketing materials.

                                       6
<PAGE>


PORTFOLIO ANNUAL EXPENSES

Annual expenses of the portfolios of the Funds for the year ended December 31,
1999 (as a percentage of each portfolio's average net assets):

<TABLE>
<CAPTION>
                                Management Fees             Other
                                  (after fee           Expenses (after  Total
                                  waivers as    12b-1   reimbursement   Annual
Portfolio                         applicable)   Fees   as applicable)  Expenses
- -------------------------------------------------------------------------------
<S>                             <C>             <C>    <C>             <C>
The Alger American Fund
 Alger American Small
  Capitalization Portfolio           0.85%      0.00%       0.05%        0.90%
 Alger American Growth
  Portfolio                          0.75       0.00        0.04         0.79
Federated Insurance Series
 American Leaders Fund II            0.75       0.00        0.13         0.88
 High Income Bond Fund II            0.60       0.00        0.19         0.79
 Utility Fund II                     0.75       0.00        0.19         0.94
Fidelity Variable Insurance
 Products Fund*/1/
 VIP Equity-Income Portfolio         0.48       0.00        0.09         0.57
 VIP Growth Portfolio                0.58       0.00        0.08         0.66
 VIP Overseas Portfolio              0.73       0.00        0.18         0.91
Fidelity Variable Insurance
 Products Fund II*/2/
 VIP II Asset Manager Portfolio      0.53       0.00        0.10         0.63
 VIP II Contrafund Portfolio         0.58       0.00        0.09         0.67
Fidelity Variable Insurance
 Products Fund III*/3/
 VIP III Growth & Income
  Portfolio                          0.48       0.00        0.12         0.60
 VIP III Growth Opportunities
  Portfolio                          0.58       0.00        0.11         0.69
GE Investments Funds, Inc./4/
 Global Income Fund                  0.60       0.00        0.14         0.74
 Income Fund                         0.50       0.00        0.07         0.57
 International Equity Fund           1.00       0.00        0.08         1.08
 Mid-Cap Value Equity Fund
  (formerly known as Value
  Equity Fund)                       0.65       0.00        0.06         0.71
 Money Market Fund                   0.24       0.00        0.06         0.30
 Premier Growth Equity Fund          0.65       0.00        0.03         0.68
 Real Estate Securities Fund         0.85       0.00        0.09         0.94
 S&P 500 Index Fund                  0.35       0.00        0.04         0.39
 Total Return Fund                   0.50       0.00        0.06         0.56
 U.S. Equity Fund                    0.55       0.00        0.06         0.61
Goldman Sachs Variable
 Insurance Trust/5/
 Growth and Income Fund              0.75       0.00        0.25         1.00
 Mid Cap Value Fund (formerly
  known as Mid Cap Equity Fund)      0.80       0.00        0.25         1.05
Janus Aspen Series/6/
 Aggressive Growth Portfolio --
   Institutional Shares              0.65       0.00        0.02         0.67
 Balanced Portfolio --
   Institutional Shares              0.65       0.00        0.02         0.67
 Capital Appreciation Portfolio
  -- Institutional Shares            0.65       0.00        0.04         0.69
 Flexible Income Portfolio --
   Institutional Shares              0.65       0.00        0.07         0.72
 Global Life Sciences Portfolio
  -- Service Shares                  0.65       0.25        0.19         1.09
 Global Technology Portfolio --
   Service Shares                    0.65       0.25        0.13         1.03
 Growth Portfolio --
   Institutional Shares              0.65       0.00        0.02         0.67
 International Growth Portfolio
  -- Institutional Shares            0.65       0.00        0.11         0.76
 Worldwide Growth Portfolio --
   Institutional Shares              0.65       0.00        0.05         0.70
</TABLE>

                                       7
<PAGE>

<TABLE>
<CAPTION>
                               Management Fees             Other
                                 (after fee           Expenses (after  Total
                                 waivers as    12b-1   reimbursement   Annual
Portfolio                        applicable)   Fees   as applicable)  Expenses
- ------------------------------------------------------------------------------
<S>                            <C>             <C>    <C>             <C>
Oppenheimer Variable Account
 Funds
 Oppenheimer Aggressive Growth
  Fund/VA                           0.66%      0.00%       0.01%        0.67%
 Oppenheimer Bond Fund/VA           0.72       0.00        0.01         0.73
 Oppenheimer Capital
  Appreciation Fund/VA              0.68       0.00        0.02         0.70
 Oppenheimer High Income
  Fund/VA                           0.74       0.00        0.01         0.75
 Oppenheimer Multiple
  Strategies Fund/VA                0.72       0.00        0.01         0.73
PBHG Insurance Series Fund,
 Inc./7/
 PBHG Growth II Portfolio           0.85       0.00        0.35         1.20
 PBHG Large Cap Growth
  Portfolio                         0.68       0.00        0.42         1.10
Salomon Brothers Variable
 Series Funds Inc/8/
 Salomon Investors Fund             0.70       0.00        0.28         0.98
 Salomon Strategic Bond Fund        0.80       0.00        0.20         1.00
 Salomon Total Return Fund          0.75       0.00        0.25         1.00
</TABLE>

  *  The fees and expenses reported for the Variable Insurance Products Fund
     (VIP), Variable Insurance Products Fund II (VIP II) and Variable Insurance
     Products Fund III (VIP III) are prior to any fee waiver and/or
     reimbursement as applicable.
  /1/A portion of the brokerage commissions that certain funds pay was used to
     reduce fund expenses. In addition, certain funds, or FMR on behalf of
     certain funds, have entered into arrangements with their custodian whereby
     credits realized as a result of uninvested cash balances were used to
     reduce custodian expenses. With reimbursements, the expenses of the
     portfolios of the Variable Insurance Products Fund during 1999 for the VIP
     Equity-Income Portfolio would have been total annual expenses of .56%,
     consisting of .48% management fees and .08% other expenses; for VIP
     Overseas Portfolio total annual expenses of .87%, consisting of .73%
     management fees and .14% other expenses; for VIP Growth Portfolio total
     annual expenses of .65%, consisting of .58% management fees and .07% other
     expenses.
/2/A portion of the brokerage commissions that certain funds pay was used to
   reduce fund expenses. In addition, certain funds, or FMR on behalf of
   certain funds, have entered into arrangements with their custodian whereby
   credits realized as a result of uninvested cash balances were used to reduce
   custodian expenses. With reimbursements, the expenses of the portfolios of
   the Variable Insurance Products Fund II during 1999 for VIP II Asset Manager
   Portfolio would have been total annual expenses of .62%, consisting of .53%
   management fees and .09% other expenses; for VIP II Contrafund Portfolio
   total annual expenses of .65%, consisting of .58% management fees and .07%
   other expenses.
  /3/A portion of the brokerage commissions that certain funds pay was used to
     reduce fund expenses. In addition, certain funds, or FMR on behalf of
     certain funds, have entered into arrangements with their custodian whereby
     credits realized as a result of uninvested cash balances were used to
     reduce custodian expenses. With reimbursements, the expenses of the
     portfolios of the Variable Insurance Products Fund III during 1999 for VIP
     III Growth & Income Portfolio would have been total annual expenses of
     .59%, consisting of .48% management fees and .11% other expenses; for VIP
     III Growth Opportunities Portfolio total annual expenses of .68%,
     consisting of .58% management fees and .10% other expenses.
  /4/GE Asset Management Incorporated ("GEAM") has voluntarily agreed to waive
     a portion of its management fee for the Money Market Fund. Absent this
     waiver, the total annual expenses of the Fund would have been 0.50%,
     consisting of 0.44% in management fees and 0.06% in other expenses. Also,
     GEAM voluntarily limited other expenses for the GE Premier Growth Equity
     Fund for the period from May 1, 1999 through April 30, 2000, which
     limitation was discontinued effective May 1, 2000. Absent that expense
     limitation, the total annual expenses of the Fund would have been 0.72%,
     consisting of 0.65% in management fees and 0.07% in other expenses.

                                       8
<PAGE>

  /5/Goldman Sachs Asset Management has voluntarily agreed to reduce or limit
     certain other expenses (excluding managment fees, taxes, interest,
     brokerage fees, litigation, indemnification and other extraordinary
     expenses) to the extent such expenses exceed 0.25% of each Fund's
     respective average daily net assets. The investment advisor may modify or
     discontinue any of the limitations. Absent reimbursements, the expenses
     during 1999 for Growth and Income Fund would have been total annual
     expenses of 1.22%, consisting of .75% management fees and .47% other
     expenses; for Mid Cap Value Fund and total annual expenses of 1.22%,
     consisting of .80% management fees and .42% other expenses.
  /6/Janus Aspen Series expenses (except for Global Technology and Global Life
     Sciences Portfolios) are based upon expenses for the fiscal year ended
     December 31, 1999, restated to reflect a reduction in the management fees
     for Growth, Aggressive Growth, Capital Appreciation, International Growth,
     Worldwide Growth, Balanced, and Income Portfolios. Expenses for Global
     Technology and Global Life Sciences Portfolios are based on the estimated
     expenses that those Portfolios expect to incur in their initial fiscal
     year.
  The 12b-1 fee deducted for the Janus Aspen Series (Service Shares) covers
  certain distribution and shareholder support services provided by the
  companies selling variable contracts investing in the Janus Aspen Series
  portfolios. The 12b-1 fee assessed against the Janus Aspen Series (Service
  Shares) held for the Policies will be remitted to Capital Brokerage
  Corporation, the principal underwriter for the Policies.
  /7/Absent certain fee waivers or reimbursements, the expenses of the
     portfolios of PBHG Insurance Series during 1999 for PBHG Large Cap Growth
     Portfolio total annual expenses would have been 1.17% consisting of .75%
     management fees and .42% other expenses.
  /8/Absent certain fee waivers or reimbursements, the total annual expenses of
     the portfolios of Salomon Brothers Variable Series Fund during 1999 for
     Investors Fund would have been total annual expenses of 1.15%, consisting
     of .70% management fees and .45% other expenses; for Strategic Bond Fund
     would have been total annual expenses of 1.48%, consisting of .75%
     management fees and .73% other expenses; for Total Return Fund total
     annual expenses would have been 1.65%, consisting of .80% management fees
     and .85% other fees.

                                       9
<PAGE>





EXAMPLES

These examples show what your costs would be under certain hypothetical
situations. The examples do not represent past or future expenses. Your actual
expenses may be more or less than those shown. The examples are based on the
annual expenses of the portfolios of the Funds for the year ended December 31,
1999 (shown above in Portfolio Annual Expenses), and assume that the applicable
fee waivers and reimbursements will continue. We cannot guarantee that they
will continue. The Janus Global Life Sciences Portfolio and Global Technology
Portfolio did not exist as of December 31, 1999; therefore, the expenses for
these Portfolios are based on the estimated expenses that the Portfolios expect
to incur in their initial fiscal year. The examples also assume that the $25
policy maintenance charge is equivalent to 0.1% of Account Value attributable
to the hypothetical investment (this charge will be waived if the Account Value
is more than $75,000 at the time the charge is due). To the extent the examples
reflect charges for the optional Guaranteed Minimum Death Benefit Rider and the
Optional Death Benefit Rider, the examples assume that the maximum charges
apply.

                                     * * *

EXAMPLES: A Policyowner would pay the following expense on a $1,000 investment,
assuming a 5% annual return on assets and the charges and expenses reflected in
the Expense Table above (with no riders):

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

<TABLE>
<CAPTION>
                                                   Without GMDB and ODB Riders
Investment Subdivision Investing In:             1 Year 3 Years 5 Years 10 Years
- --------------------------------------------------------------------------------
<S>                                              <C>    <C>     <C>     <C>
Alger American Fund
 Alger American Growth Portfolio...............  77.21  125.53  158.51   262.55
 Alger American Small Capitalization
  Portfolio....................................  78.31  128.85  164.05   273.63
Federated Insurance Series
 Federated American Leaders Fund II............  78.11  128.25  163.04   271.63
 Federated High Income Bond Fund II............  77.21  125.53  158.51   262.55
 Federated Utility II..........................  78.71  130.05  166.05   277.63
Fidelity Variable Insurance Products Fund (VIP)
 VIP Equity-Income Portfolio...................  75.00  118.87  147.35   240.00
 VIP Growth Portfolio..........................  75.91  121.60  151.93   249.29
 VIP Overseas Portfolio........................  78.41  129.15  164.55   274.63
Fidelity Variable Insurance Products Fund (VIP
 II)
 VIP II Asset Manager Portfolio................  75.61  120.70  150.41   246.21
 VIP II Contrafund Portfolio...................  76.01  121.91  152.44   250.32
Fidelity Variable Insurance Products Fund (VIP
 III)
 VIP III Growth & Income Portfolio.............  75.30  119.78  148.88   243.11
 VIP III Growth Opportunities Portfolio........  76.21  122.51  153.46   252.37
GE Investments Funds, Inc.
 Global Income Fund............................  76.71  124.02  155.99   257.48
 Income Fund...................................  75.00  118.87  147.35   240.00
 International Equity Fund.....................  80.11  134.25  173.03   291.47
 Mid-Cap Value Equity Fund (formerly Value
  Equity Fund).................................  76.41  123.12  154.47   254.42
 Money Market Fund.............................  72.29  110.64  133.48   211.59
 Premier Growth Equity Fund....................  76.11  122.21  152.95   251.35
 Real Estate Securities Fund...................  78.71  130.05  166.05   277.63
</TABLE>

                                       10
<PAGE>

<TABLE>
<CAPTION>
                                                  Without GMDB and ODB Riders
Investment Subdivision Investing In:            1 Year 3 Years 5 Years 10 Years
- -------------------------------------------------------------------------------
<S>                                             <C>    <C>     <C>     <C>
 S & P 500 Index Fund.......................... 73.19  113.39  138.13   221.15
 Total Return Fund............................. 74.90  118.57  146.84   238.97
 U.S. Equity Fund.............................. 75.40  120.09  149.39   244.14
Goldman Sachs Variable Insurance Trust
 Goldman Sachs Growth and Income Fund.......... 79.31  131.85  169.05   283.59
 Goldman Sachs Mid Cap Value Fund.............. 79.81  133.35  171.54   288.52
Janus Aspen Series
 Aggressive Growth Portfolio................... 76.01  121.91  152.44   250.32
 Balanced Portfolio............................ 76.01  121.91  152.44   250.32
 Capital Appreciation Portfolio................ 76.21  122.51  153.46   252.37
 Flexible Income Portfolio..................... 76.51  123.42  154.98   255.44
 Global Life Sciences Portfolio................ 80.21  134.55  173.53   292.45
 Global Technology Portfolio................... 79.61  132.75  170.55   286.55
 Growth Portfolio.............................. 76.01  121.91  152.44   250.32
 International Growth Portfolio................ 76.91  124.63  157.00   259.51
 Worldwide Growth Portfolio.................... 76.31  122.82  153.96   253.39
Oppenheimer Variable Account Funds
 Oppenheimer Aggressive Growth Fund............ 76.01  121.91  152.44   250.32
 Oppenheimer Bond Fund......................... 76.61  123.72  155.48   256.46
 Oppenheimer Capital Appreciation Fund......... 76.31  122.82  153.96   253.39
 Oppenheimer High Income Fund.................. 76.81  124.33  156.49   258.49
 Oppenheimer Multiple Strategies Fund.......... 76.61  123.72  155.48   256.46
PBHG Insurance Series Fund, Inc.
 PBHG Growth II Portfolio...................... 81.31  137.83  178.98   303.18
 PBHG Large Cap Growth Portfolio............... 80.31  134.85  174.03   293.43
Salomon Brothers Variable Series Funds Inc
 Salomon Investors Fund........................ 79.11  131.25  168.05   281.60
 Salomon Strategic Bond Fund................... 79.31  131.85  169.05   283.59
 Salomon Total Return Fund..................... 79.31  131.85  169.25   283.59
</TABLE>

* surrender includes annuitization over a period of less than 5 years

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

<TABLE>
<CAPTION>
                                                  Without GMDB and ODB Riders
Investment Subdivision Investing In:            1 Year 3 Years 5 Years 10 Years
- -------------------------------------------------------------------------------
<S>                                             <C>    <C>     <C>     <C>
Alger American Fund
 Alger American Growth Portfolio..............  23.21   71.53  122.51   262.55
 Alger American Small Capitalization
  Portfolio...................................  24.31   74.85  128.05   273.63
Federated Insurance Series
 Federated American Leaders Fund II...........  24.11   74.25  127.04   271.63
 Federated High Income Bond Fund II...........  23.21   71.53  122.51   262.55
 Federated Utility II.........................  24.71   76.05  130.05   277.63
Fidelity Variable Insurance Products Fund
 (VIP)
 VIP Equity-Income Portfolio..................  21.00   64.87  111.35   240.00
 VIP Growth Portfolio.........................  21.91   67.60  115.93   249.29
 VIP Overseas Portfolio.......................  24.41   75.15  128.55   274.63
Fidelity Variable Insurance Products Fund (VIP
 II)
 VIP II Asset Manager Portfolio...............  21.61   66.70  114.41   246.21
 VIP II Contrafund Portfolio..................  22.01   67.91  116.44   250.32
Fidelity Variable Insurance Products Fund (VIP
 III)
 VIP III Growth & Income Portfolio............  21.30   65.78  112.88   243.11
 VIP III Growth Opportunities Portfolio.......  22.21   68.51  117.46   252.37
</TABLE>

                                       11
<PAGE>

<TABLE>
<CAPTION>
                                                  Without GMDB and ODB Riders
Investment Subdivision Investing In:            1 Year 3 Years 5 Years 10 Years
- -------------------------------------------------------------------------------
<S>                                             <C>    <C>     <C>     <C>
GE Investments Funds, Inc.
 Global Income Fund............................ 22.71   70.02  119.99   257.48
 Income Fund................................... 21.00   64.87  111.35   240.00
 International Equity Fund..................... 26.11   80.25  137.03   291.47
 Mid-Cap Value Equity Fund (formerly Value
  Equity Fund)................................. 22.41   69.12  118.47   254.42
 Money Market Fund............................. 18.29   56.64   97.48   211.59
 Premier Growth Equity Fund.................... 22.11   68.21  116.95   251.35
 Real Estate Securities Fund................... 24.71   76.05  130.05   277.63
 S & P 500 Index Fund.......................... 19.19   59.39  102.13   221.15
 Total Return Fund............................. 20.90   64.57  110.84   238.97
 U.S. Equity Fund.............................. 21.40   66.09  113.39   244.14
Goldman Sachs Variable Insurance Trust
 Goldman Sachs Growth and Income Fund.......... 25.31   77.85  133.05   283.59
 Goldman Sachs Mid Cap Value Fund.............. 25.81   79.35  135.54   288.52
Janus Aspen Series
 Aggressive Growth Portfolio................... 22.01   67.91  116.44   250.32
 Balanced Portfolio............................ 22.01   67.91  116.44   250.32
 Capital Appreciation Portfolio................ 22.21   68.51  117.46   252.37
 Flexible Income Portfolio..................... 22.51   69.42  118.98   255.44
 Global Life Sciences Portfolio................ 26.21   80.55  137.53   292.45
 Global Technology Portfolio................... 25.61   78.75  134.55   286.55
 Growth Portfolio.............................. 22.01   67.91  116.44   250.32
 International Growth Portfolio................ 22.91   70.63  121.00   259.51
 Worldwide Growth Portfolio.................... 22.31   68.82  117.96   253.39
Oppenheimer Variable Account Funds
 Oppenheimer Aggressive Growth Fund............ 22.01   67.91  116.44   250.32
 Oppenheimer Bond Fund......................... 22.61   69.72  119.48   256.46
 Oppenheimer Capital Appreciation Fund......... 22.31   68.82  117.96   253.39
 Oppenheimer High Income Fund.................. 22.81   70.33  120.49   258.49
 Oppenheimer Multiple Strategies Fund.......... 22.61   69.72  119.48   256.46
PBHG Insurance Series Fund, Inc.
 PBHG Growth II Portfolio...................... 27.31   83.83  142.98   303.18
 PBHG Large Cap Growth Portfolio............... 26.31   80.85  138.03   293.43
Salomon Brothers Variable Series Funds Inc
 Salomon Investors Fund........................ 25.11   77.25  132.05   281.60
 Salomon Strategic Bond Fund................... 25.31   77.85  133.05   283.59
 Salomon Total Return Fund..................... 25.31   77.85  133.05   283.59
</TABLE>

* surrender includes annuitization over a period of less than 5 years

EXAMPLES: A Policyowner would pay the following expense on a $1,000 investment,
assuming a 5% annual return on assets and the charges and expenses reflected in
the Expense Table above (including the GMDB and ODB riders):

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

<TABLE>
<CAPTION>
                             With GMDB and ODB Riders
Investment Subdivision
Investing In:             1 Year 3 Years 5 Years 10 Years
- ---------------------------------------------------------
<S>                       <C>    <C>     <C>     <C>
Alger American Fund
 Alger American Growth
  Portfolio.............. 86.80  154.82  208.20   366.51
 Alger American Small
  Capitalization
  Portfolio.............. 87.89  158.07  213.56   376.83
</TABLE>

                                       12
<PAGE>

<TABLE>
<CAPTION>
                                                    With GMDB and ODB Riders
Investment Subdivision Investing In:             1 Year 3 Years 5 Years 10 Years
- --------------------------------------------------------------------------------
<S>                                              <C>    <C>     <C>     <C>
Federated Insurance Series
 Federated American Leaders Fund II............  87.69  157.48  212.59   374.97
 Federated High Income Bond Fund II............  86.80  154.82  208.20   366.51
 Federated Utility II..........................  88.29  159.25  215.50   380.56
Fidelity Variable Insurance Products Fund (VIP)
 VIP Equity-Income Portfolio...................  84.60  148.28  197.39   345.47
 VIP Growth Portfolio..........................  85.50  150.96  201.83   354.14
 VIP Overseas Portfolio........................  87.99  158.36  214.04   377.77
Fidelity Variable Insurance Products Fund (VIP
 II)
 VIP II Asset Manager Portfolio................  85.20  150.06  200.35   351.26
 VIP II Contrafund Portfolio...................  85.60  151.25  202.32   355.09
Fidelity Variable Insurance Products Fund (VIP
 III)
 VIP III Growth & Income Portfolio.............  84.90  149.17  198.87   348.37
 VIP III Growth Opportunities Portfolio........  85.72  151.10  201.15   347.64
GE Investments Funds, Inc.
 Global Income Fund............................  86.30  153.33  205.76   361.77
 Income Fund...................................  84.60  148.28  197.39   345.47
 International Equity Fund.....................  89.68  163.37  222.26   393.47
 Mid-Cap Value Equity Fund (formerly Value
  Equity Fund).................................  86.00  152.44  204.29   358.91
 Money Market Fund.............................  81.90  140.19  183.96   318.95
 Premier Growth Equity Fund....................  85.70  151.55  202.81   356.05
 Real Estate Securities Fund...................  88.29  159.25  215.50   380.56
 S & P 500 Index Fund..........................  82.80  142.90  188.46   327.87
 Total Return Fund.............................  84.50  147.98  196.90   344.50
 U.S. Equity Fund..............................  85.00  149.47  199.37   349.33
Goldman Sachs Variable Insurance Trust
 Goldman Sachs Growth and Income Fund..........  88.89  161.01  218.40   386.11
 Goldman Sachs Mid Cap Value Fund..............  89.38  162.48  220.82   390.72
Janus Aspen Series
 Aggressive Growth Portfolio...................  85.60  151.25  202.32   355.09
 Balanced Portfolio............................  85.60  151.25  202.32   355.09
 Capital Appreciation Portfolio................  85.80  151.85  203.30   357.01
 Flexible Income Portfolio.....................  86.10  152.74  204.78   359.87
 Global Life Sciences Portfolio................  89.78  163.66  222.74   394.38
 Global Technology Portfolio...................  89.18  161.90  219.85   388.88
 Growth Portfolio..............................  85.60  151.25  202.32   355.09
 International Growth Portfolio................  86.50  153.93  206.73   363.67
 Worldwide Growth Portfolio....................  85.90  152.15  203.79   357.96
Oppenheimer Variable Account Funds
 Oppenheimer Aggressive Growth Fund............  85.60  151.25  202.32   355.09
 Oppenheimer Bond Fund.........................  86.20  153.04  205.27   360.82
 Oppenheimer Capital Appreciation Fund.........  85.90  152.15  203.79   357.96
 Oppenheimer High Income Fund..................  86.40  153.63  206.25   362.72
 Oppenheimer Multiple Strategies Fund..........  86.20  153.04  205.27   360.82
PBHG Insurance Series Fund, Inc.
 PBHG Growth II Portfolio......................  90.87  166.88  228.02   404.37
 PBHG Large Cap Growth Portfolio...............  89.88  163.95  223.22   395.29
Salomon Brothers Variable Series Funds Inc
 Salomon Investors Fund........................  88.69  160.43  217.44   384.27
 Salomon Strategic Bond Fund...................  88.89  161.01  218.40   386.11
 Salomon Total Return Fund.....................  88.89  161.01  218.40   386.11
</TABLE>

* surrender includes annuitization over a period of less than 5 years


                                       13
<PAGE>

4. If you annuitize at the end of the applicable period, or do not surrender*:

<TABLE>
<CAPTION>
                                                    With GMDB and ODB Riders
Investment Subdivision Investing In:             1 Year 3 Years 5 Years 10 Years
- --------------------------------------------------------------------------------
<S>                                              <C>    <C>     <C>     <C>
Alger American Fund
 Alger American Growth Portfolio...............  32.80  100.82  172.20   366.51
 Alger American Small Capitalization
  Portfolio....................................  33.89  104.07  177.56   376.83
Federated Insurance Series
 Federated American Leaders Fund II............  33.69  103.48  176.59   374.97
 Federated High Income Bond Fund II............  32.80  100.82  172.20   366.51
 Federated Utility II..........................  34.29  105.25  179.50   380.56
Fidelity Variable Insurance Products Fund (VIP)
 VIP Equity-Income Portfolio...................  30.60   94.28  161.39   345.47
 VIP Growth Portfolio..........................  31.50   96.96  165.83   354.14
 VIP Overseas Portfolio........................  33.99  104.36  178.04   377.77
Fidelity Variable Insurance Products Fund (VIP
 II)
 VIP II Asset Manager Portfolio................  31.20   96.06  164.35   351.26
 VIP II Contrafund Portfolio...................  31.60   97.25  166.32   355.09
Fidelity Variable Insurance Products Fund (VIP
 III)
 VIP III Growth & Income Portfolio.............  30.90   95.17  162.87   348.37
 VIP III Growth Opportunities Portfolio........  31.72   97.10  165.15   347.64
GE Investments Funds, Inc.
 Global Income Fund............................  32.30   99.33  169.76   361.77
 Income Fund...................................  30.60   94.28  161.39   345.47
 International Equity Fund.....................  35.68  109.37  186.26   393.47
 Mid-Cap Value Equity Fund (formerly Value
  Equity Fund).................................  32.00   98.44  168.29   358.91
 Money Market Fund.............................  27.90   86.19  147.96   318.95
 Premier Growth Equity Fund....................  31.70   97.55  166.81   356.05
 Real Estate Securities Fund...................  34.29  105.25  179.50   380.56
 S & P 500 Index Fund..........................  28.80   88.90  152.46   327.87
 Total Return Fund.............................  30.50   93.98  160.90   344.50
 U.S. Equity Fund..............................  31.00   95.47  163.37   349.33
Goldman Sachs Variable Insurance Trust
 Goldman Sachs Growth and Income Fund..........  34.89  107.01  182.40   386.11
 Goldman Sachs Mid Cap Value Fund..............  35.38  108.48  184.82   390.72
Janus Aspen Series
 Aggressive Growth Portfolio...................  31.60   97.25  166.32   355.09
 Balanced Portfolio............................  31.60   97.25  166.32   355.09
 Capital Appreciation Portfolio................  31.80   97.85  167.30   357.01
 Flexible Income Portfolio.....................  32.10   98.74  168.78   359.87
 Global Life Sciences Portfolio................  35.78  109.66  186.74   394.38
 Global Technology Portfolio...................  35.18  107.90  183.85   388.88
 Growth Portfolio..............................  31.60   97.25  166.32   355.09
 International Growth Portfolio................  32.50   99.93  170.73   363.67
 Worldwide Growth Portfolio....................  31.90   98.15  167.79   357.96
Oppenheimer Variable Account Funds
 Oppenheimer Aggressive Growth Fund............  31.60   97.25  166.32   355.09
 Oppenheimer Bond Fund.........................  32.20   99.04  169.27   360.82
 Oppenheimer Capital Appreciation Fund.........  31.90   98.15  167.79   357.96
 Oppenheimer High Income Fund..................  32.40   99.63  170.25   362.72
 Oppenheimer Multiple Strategies Fund..........  32.20   99.04  169.27   360.82
PBHG Insurance Series Fund, Inc.
 PBHG Growth II Portfolio......................  36.87  112.88  192.02   404.37
 PBHG Large Cap Growth Portfolio...............  35.88  109.95  187.22   395.29
</TABLE>

                                       14
<PAGE>


<TABLE>
<CAPTION>
                                                   With GMDB and ODB Riders
Investment Subdivision Investing In:            1 Year 3 Years 5 Years 10 Years
- -------------------------------------------------------------------------------
<S>                                             <C>    <C>     <C>     <C>
Salomon Brothers Variable Series Funds Inc
 Salomon Investors Fund........................ 34.69  106.43  181.44   384.27
 Salomon Strategic Bond Fund................... 34.89  107.01  182.40   386.11
 Salomon Total Return Fund..................... 34.89  107.01  182.40   386.11
</TABLE>

* surrender includes annuitization over a period of less than 5 years

The Funds supplied all of the figures provided under the subheading Portfolio
Annual Expenses and part of the data used to produce the figures in the
examples. We have not independently verified this information.

OTHER POLICIES

We offer other variable annuity policies which also may invest in the same
portfolios of the Funds offered under the Policy. These policies have different
charges that could affect their investment subdivisions' performance, and they
offer different benefits.

                                       15
<PAGE>

Synopsis

What type of Policy am I buying? The Policy is an individual flexible premium
variable deferred annuity policy. We may issue it as a policy qualified
("Qualified Policy") under the Internal Revenue Code of 1986, as amended (the
"Code"), or as a policy that is not qualified under the Code ("Non-Qualified
Policy"). This Prospectus only provides disclosure about the Policy. Certain
features described in this prospectus may vary from your Policy. If your Policy
Form is P1143 4/94, please see the Appendix. See The Policy.

How does the Policy work? Once we approve your application, we will issue a
Policy to you. During the accumulation period, while you are paying in, you can
use your premium payments to buy Accumulation Units under Account 4 or
interests in the Guarantee Account. Should you decide to annuitize (that is,
change your Policy to a payout mode rather than an accumulation mode), we will
convert your Accumulation Units to Annuity Units. You can choose a fixed or
variable income payment. If you choose a variable income payment, we will base
your periodic income payment upon the number of Annuity Units to which you
became entitled at the time you decided to annuitize and on the value of each
unit on the date the payment is determined. See The Policy.

What are my variable investment choices? Through its 43 Investment
Subdivisions, Account 4 uses your premium payments to purchase shares, at your
direction, in one or more portfolios of the 11 Funds. In turn, each portfolio
holds securities consistent with its own particular investment policy. Amounts
you allocate to Account 4 will reflect the investment performance of the
portfolios you select. You bear the risk of investment gain or loss. See
Account 4 -- Investment Subdivisions.

What is the Guarantee Account? We offer fixed investment choices through our
Guarantee Account. The Guarantee Account is part of our General Account and
pays interest at declared rates we guarantee for selected periods of time. We
also guarantee the principal, after deductions. Since the Guarantee Account is
part of the General Account, we assume the risk of investment gain or loss on
this amount. You may transfer value between the Guarantee Account and Account 4
subject to certain restrictions. See Transfers Before the Maturity Date. The
Guarantee Account may not be available in all states or all markets.

What charges are associated with this Policy? Should you withdraw Account Value
before your premium payments have been in your Policy for six years, we will
assess a surrender charge of anywhere from 0% to 6%, depending upon how many
full years those payments have been in the Policy. (Note: We waive this charge
under certain conditions). See Surrender Charge.

We assess annual charges in the aggregate at an effective annual rate of 1.40%
against the daily net asset value of Account 4, including that portion of the
account

                                       16
<PAGE>

attributable to your premium payments. These charges consist of .15% as an
administrative expense charge and 1.25% as a mortality and expense risk charge.
Additionally, we may impose an annual $25 policy maintenance charge. We also
charge for the optional GMDB and the ODB. For a complete discussion of all
charges associated with the Policy, see Charges and Other Deductions.

If your state assesses a premium tax with respect to your Policy, then at the
time your Policy incurs the tax (or at such other time as we may choose), we
will deduct those amounts from premium payments or Account Value, as
applicable. See Charges and Other Deductions and Deductions for Premium Taxes.

The portfolios also have certain expenses. These include management fees and
other expenses associated with the daily operation of each portfolio. See
Portfolio Annual Expenses. These expenses are more fully described in each
Fund's prospectus.

How much must I pay, and how often? Subject to certain minimum and maximum
payments, the amount and frequency of your premium payments are completely
flexible. See The Policy -- Premium Payments.

How will my income payments be calculated? We will pay you a monthly income
beginning on the Maturity Date if the Annuitant is still living. You may also
decide to annuitize under one of the optional payment plans. We will base your
initial payment on maturity value and other factors. See Income Payments.

What happens if I die before the Maturity Date? Before the Maturity Date, if an
Owner, Joint Owner, or Annuitant dies while the Policy is in force, we will
treat the Designated Beneficiary as the sole Owner of the Policy, subject to
certain distribution rules. We may pay a Death Benefit to the Designated
Beneficiary. See Death of an Owner or Joint Owner Before the Maturity Date.

May I transfer Account Value among portfolios? Yes, but there may be limits on
how often you may do so. The minimum transfer amount is $100 or the entire
balance in the Investment Subdivision if the transfer will leave a balance of
less than $100. See The Policy -- Transfers Before the Maturity Date and Income
Payments -- Transfers After the Maturity Date.

May I surrender the Policy or make a partial surrender? Yes, subject to Policy
requirements and to restrictions imposed under certain retirement plans.

If you surrender the Policy or make a partial surrender, we may assess a
surrender charge as discussed above. In addition, you may be subject to income
tax and, if you are younger than age 59 1/2 at the time of the surrender, a 10%
penalty tax. A surrender or a partial surrender may also be subject to
withholding. See Federal Tax

                                       17
<PAGE>

Matters. A partial surrender will reduce the Death Benefit by the proportion
that the partial surrender (including any applicable surrender charge) reduces
Account Value.

Do I get a free look at this Policy? Yes. You have the right to return the
Policy to us at our Home Office, and have us cancel the Policy within a certain
number of days (usually 10 days from the date you receive the Policy, but some
states require different periods).

If you exercise this right, we will cancel the Policy as of the day we receive
your request and send you a refund equal to your Account Value plus any charges
we have deducted from premium payments prior to the allocation to Account 4
(and excluding any charges the portfolios may have deducted) on or before the
date we received the returned Policy. Or, if greater, and required by the law
of your state, we will refund your premium payments (less any withdrawals
previously taken). This calculation may change. See Return Privilege.

When are my allocations effective? In states that require us to return your
premium payments upon exercise of your free look right, we currently will
allocate amounts you allocated to Account 4 to the Investment Subdivision that
invests in the Money Market Fund of GE Investments Funds, Inc. (the "Money
Market Investment Subdivision") until we deem the free look period to have
expired. We anticipate revising this practice in the second or third quarter of
2000. Under the revised procedures, within two business days after we have
received all of the information necessary to process your purchase order, we
will allocate your initial premium payment directly to the Investment
Subdivisions you choose. See Allocation of Premium Payments.

Where may I find more information about Accumulation Unit Values? The Condensed
Financial Information section at the end of this Prospectus provides more
information about Accumulation Unit Values.

                                       18
<PAGE>

Investment Results

At times, Account 4 may compare its investment results to various unmanaged
indices or other variable annuities in reports to shareholders, sales
literature, and advertisements. We will calculate the results on a total return
basis for various periods, with or without surrender charges. Results
calculated without surrender charges will be higher. Total returns include the
reinvestment of all distributions of the portfolios. Total returns reflect
portfolio charges and expenses, the administrative expense charge, the
mortality and expense risk charge, and the annual policy maintenance charge.
Total returns do not reflect the optional GMDB charge or the ODB charge. They
also do not reflect any premium taxes. See Appendix B for further information.

                                       19
<PAGE>

Financial Statements

The consolidated financial statements for GE Life and Annuity Assurance
Company, and GE Life & Annuity Separate Account 4 are located in the SAI. If
you would like a free copy of the SAI, call 1-800-352-9910. Otherwise, the SAI
is available on the SEC's website at http://www.sec.gov.

                                       20
<PAGE>

GE Life and Annuity Assurance Company

We are a stock life insurance company operating under a charter granted by the
Commonwealth of Virginia on March 21, 1871. We principally offer life insurance
and annuity policies. We may do business in 49 states and the District of
Columbia. Our principal offices are at 6610 West Broad Street, Richmond,
Virginia 23230. Before January 1, 1999, our name was The Life Insurance Company
of Virginia.

General Electric Capital Assurance Company ("GE Capital Assurance") owns the
majority of our capital stock, and Federal Home Life Insurance Company
("Federal") and Phoenix Group Holdings, Inc. own the remainder. GE Capital
Assurance and Federal are indirectly owned by GE Financial Assurance Holdings,
Inc which is a wholly owned subsidiary of General Electric Capital Corporation
("GE Capital"). GE Capital, a New York corporation, is a diversified financial
services company whose subsidiaries consist of specialty insurance, equipment
management, and commercial and consumer financing businesses. GE Capital's
indirect parent, General Electric Company, founded more than one hundred years
ago by Thomas Edison, is the world's largest manufacturer of jet engines,
engineering plastics, medical diagnostic equipment, and large electric power
generation equipment.

GNA Corporation, a direct wholly owned subsidiary of GE Financial Assurance
Holdings, Inc., directly owns the stock of Capital Brokerage Corporation (the
principal underwriter for the Policies and a broker/dealer registered with the
U.S. Securities and Exchange Commission).

We are a member of the Insurance Marketplace Standards Association ("IMSA"). We
may use the IMSA membership logo and language in our advertisements, as
outlined in IMSA's Marketing and Graphics Guidelines. Companies that belong to
IMSA subscribe to a set of ethical standards covering the various aspects of
sales and service for individually sold life insurance and annuities.

                                       21
<PAGE>

Account 4






We established Account 4 as a separate investment account on August 19, 1987.
Account 4 may invest in mutual funds, unit investment trusts, managed separate
accounts, and other portfolios. We use Account 4 to support the Policy as well
as for other purposes permitted by law.

Account 4 currently has 43 Investment Subdivisions available under the Policy,
but that number may change in the future. Each Investment Subdivision invests
exclusively in shares representing an interest in a separate corresponding
portfolio of the Funds described below. We allocate net premium payments in
accordance with your instructions among up to ten of the 43 Investment
Subdivisions available under the Policy.

The assets of Account 4 belong to us. Nonetheless, we do not charge the assets
in Account 4 attributable to the Policies with liabilities arising out of any
other business which we may conduct. The assets of Account 4 shall, however, be
available to cover the liabilities of our General Account to the extent that
the assets of Account 4 exceed its liabilities arising under the Policies
supported by it. Income and both realized and unrealized gains or losses from
the assets of Account 4 are credited to or charged against Account 4 without
regard to the income, gains, or losses arising out of any other business we may
conduct.

We registered Account 4 with the SEC as a unit investment trust under the
Investment Company Act of 1940 ("1940 Act"). Account 4 meets the definition of
a separate account under the Federal securities laws. Registration with the SEC
does not involve supervision of the management or investment practices or
policies of Account 4 by the SEC. You assume the full investment risk for all
amounts you allocate to Account 4.

THE PORTFOLIOS

There is a separate Investment Subdivision which corresponds to each portfolio
of a Fund offered in this Policy. You decide the Investment Subdivisions to
which you allocate net premium payments. You may change your allocation without
penalty or charges. Each Fund is registered with the Securities and Exchange
Commission as an open-end management investment company under the 1940 Act. The
assets of each portfolio are separate from other portfolios of a Fund and each
portfolio has separate investment objectives and policies. As a result, each
portfolio operates as a separate portfolio and the investment performance of
one portfolio has no effect on the investment performance of any other
portfolio.

Before choosing an Investment Subdivision to allocate your net premium payments
and Account Value, carefully read the prospectus for each Fund, along with this
Prospectus. We summarize the investment objectives of each portfolio below.
There is no assurance that any of the portfolios will meet these objectives. We
do not

                                       22
<PAGE>







guarantee any minimum value for the amounts you allocate to Account 4. You bear
the investment risk of investing in the portfolios.

The investment objectives and policies of certain portfolios are similar to the
investment objectives and policies of other portfolios that may be managed by
the same investment adviser or manager. The investment results of the
portfolios, however, may be higher or lower than the results of such other
portfolios. There can be no assurance, and no representation is made, that the
investment results of any of the portfolios will be comparable to the
investment results of any other portfolio, even if the other portfolio has the
same investment adviser or manager, or if the other portfolio has a similar
name.

INVESTMENT SUBDIVISIONS

We offer you a choice from among 43 Investment Subdivisions, each of which
invests in an underlying portfolio of one of the Funds. You may invest in up to
ten Investment Subdivisions plus the Guarantee Account at any one time.

<TABLE>
<CAPTION>
                                                            Adviser (and Sub-
Investment Subdivision         Investment Objective      Adviser, as applicable)
- --------------------------------------------------------------------------------
<S>                       <C>                            <C>

THE ALGER AMERICAN FUND

Alger American Growth     Seeks long-term capital         Fred Alger
Portfolio                 appreciation by focusing on     Management, Inc.
                          growing companies that
                          generally have broad product
                          lines, markets, financial
                          resources and depth of
                          management. Under normal
                          circumstances, the portfolio
                          invests primarily in the
                          equity securities of large
                          companies. The portfolio
                          considers a large company to
                          have a market capitalization
                          of $1 billion or greater.
- --------------------------------------------------------------------------------
Alger American Small      Seeks long-term capital         Fred Alger
Capitalization Portfolio  appreciation by focusing on     Management, Inc.
                          small, fast-growing companies
                          that offer innovative
                          products, services or
                          technologies to a rapidly
                          expanding marketplace. Under
                          normal circumstances, the
                          portfolio invests primarily in
                          the equity securities of small
                          capitalization companies. A
                          small capitalization company
                          is one that has a market
                          capitalization within the
                          range of the Russell 2000
                          Growth Index or the S&P(R)
                          Small Cap 600 Index.
- --------------------------------------------------------------------------------

FEDERATED INSURANCE SERIES

Federated American        Seeks long-term growth of       Federated
Leaders Fund II           capital with a secondary        Investment
                          objective of providing income.  Management Company
                          Seeks to achieve its objective
                          by investing, under normal
                          circumstances, at least 65% of
                          its total assets in common
                          stock of "blue chip"
                          companies.
- --------------------------------------------------------------------------------
</TABLE>

                                       23
<PAGE>




<TABLE>
<CAPTION>
                                                             Adviser (and Sub-
Investment Subdivision          Investment Objective      Adviser, as applicable)
- ---------------------------------------------------------------------------------
<S>                        <C>                            <C>
Federated High Income      Seeks high current income by    Federated
Bond Fund II               investing primarily in a        Investment
                           diversified portfolio of        Management Company
                           professionally managed fixed-
                           income securities. The fixed
                           income securities in which the
                           fund intends to invest are
                           lower-rated corporate debt
                           obligations, commonly referred
                           to as "junk bonds". The risks
                           of these securities and their
                           high yield potential are
                           described in the prospectus
                           for the Federated Insurance
                           Series, which should be read
                           carefully before investing.
- ---------------------------------------------------------------------------------
Federated Utility Fund II  Seeks high current income and   Federated
                           moderate capital appreciation   Investment
                           by investing primarily in       Management Company
                           equity and debt securities of
                           utility companies.
- ---------------------------------------------------------------------------------

FIDELITY VARIABLE INSURANCE PRODUCTS FUND

VIP Equity-Income          Seeks reasonable income and     Fidelity Management
Portfolio                  will consider the potential     & Research Company;
                           for capital appreciation. The   beginning January
                           fund also seeks a yield, which  1, 2001, FMR Co.,
                           exceeds the composite yield on  Inc. will subadvise
                           the securities comprising the
                           S&P 500 by investing primarily
                           in income-producing equity
                           securities and by investing in
                           domestic and foreign issuers.
- ---------------------------------------------------------------------------------
VIP Growth Portfolio       Seeks capital appreciation by   Fidelity Management
                           investing primarily in common   & Research Company;
                           stocks of companies believed    beginning January
                           to have above-average growth    1, 2001, FMR Co.,
                           potential.                      Inc. will subadvise
- ---------------------------------------------------------------------------------
VIP Overseas Portfolio     Seeks long-term growth of       Fidelity Management
                           capital by investing at least   & Research Company
                           65% of total assets in foreign  (subadvised by
                           securities, primarily in        Fidelity Management
                           common stocks.                  & Research (U.K.)
                                                           Inc., Fidelity
                                                           Management &
                                                           Research (Far East)
                                                           Inc., Fidelity
                                                           International
                                                           Investments
                                                           Advisors, Fidelity
                                                           International
                                                           Investment Advisors
                                                           (U.K.) Limited, and
                                                           Fidelity
                                                           Investments Japan
                                                           Limited; beginning
                                                           January 1, 2001,
                                                           FMR Co., Inc. will
                                                           subadvise)
- ---------------------------------------------------------------------------------
</TABLE>

                                       24
<PAGE>











<TABLE>
<CAPTION>
                                                            Adviser (and Sub-
Investment Subdivision         Investment Objective      Adviser, as applicable)
- --------------------------------------------------------------------------------
<S>                       <C>                            <C>

FIDELITY VARIABLE INSURANCE PRODUCTS FUND II (VIP II)

VIP II Asset Manager      Seeks high total return with    Fidelity Management
Portfolio                 reduced risk over the long-     & Research Company
                          term by allocating assets       (subadvised by
                          among stocks, bonds and short-  Fidelity Management
                          term and money market           & Research (U.K.)
                          instruments.                    Inc., Fidelity
                                                          Management &
                                                          Research (Far East)
                                                          Inc., Fidelity
                                                          Investments Japan
                                                          Limited and
                                                          Fidelity
                                                          Investments Money
                                                          Management, Inc;
                                                          beginning January
                                                          1, 2001, FMR Co.,
                                                          Inc. will
                                                          subadvise)
- --------------------------------------------------------------------------------
VIP II Contrafund(R)      Seeks long-term capital         Fidelity Management
Portfolio                 appreciation by investing       & Research Company
                          mainly in common stocks and in  (subadvised by
                          securities of companies whose   Fidelity Management
                          value is believed to have not   & Research (U.K.)
                          been fully recognized by the    Inc., Fidelity
                          public. This fund invests in    Management &
                          domestic and foreign issuers.   Research (Far East)
                          This fund also invests in       Inc and Fidelity
                          "growth" stocks, "value"        Investments Japan
                          stocks, or both.                Limited; beginning
                                                          January 1, 2001,
                                                          FMR Co., will
                                                          subadvise)
- --------------------------------------------------------------------------------

FIDELITY VARIABLE INSURANCE PRODUCTS FUND III (VIP III)

VIP III Growth & Income   Seeks high total return         Fidelity Management
Portfolio                 through a combination of        & Research Company
                          current income and capital      (subadvised by
                          appreciation by investing a     Fidelity Management
                          majority of assets in common    & Research (U.K.)
                          stocks with a focus on those    Inc., Fidelity
                          that pay current dividends and  Management &
                          show potential for capital      Research (Far East)
                          appreciation.                   Inc. and Fidelity
                                                          Investments Japan
                                                          Limited; beginning
                                                          January 1, 2001,
                                                          FMR Co., Inc. will
                                                          subadvise)
- --------------------------------------------------------------------------------
VIP III Growth            Seeks to provide capital        Fidelity Management
Opportunities Portfolio   growth by investing primarily   & Research Company
                          in common stock and other       (subadvised by
                          types of securities, including  Fidelity Management
                          bonds, which may be lower-      & Research (U.K.)
                          quality debt securities.        Inc., Fidelity
                                                          Management &
                                                          Research (Far East)
                                                          Inc. and Fidelity
                                                          Investments Japan
                                                          Limited; beginning
                                                          January 1, 2001,
                                                          FMR Co., will
                                                          subadvise)
- --------------------------------------------------------------------------------
</TABLE>

                                       25
<PAGE>


<TABLE>
<CAPTION>
                                                             Adviser (and Sub-
Investment Subdivision          Investment Objective      Adviser, as applicable)
- ---------------------------------------------------------------------------------
<S>                        <C>                            <C>

GE INVESTMENTS FUNDS, INC.

Global Income Fund         Objective of providing high     GE Asset Management
                           total return, emphasizing       Incorporated
                           current income and, to a        (subadvised by GE
                           lesser extent, capital          Asset Managment
                           appreciation. The Fund seeks    Limited)
                           to achieve this objective by
                           investing primarily in foreign
                           and domestic income-bearing
                           debt securities and other
                           foreign and domestic income
                           bearing instruments. The
                           Global Income Fund is not
                           "diversified" as defined by
                           the Investment Company Act of
                           1940. Therefore, the Fund may
                           invest a greater percentage of
                           its assets in a particular
                           issuer than the other Funds
                           making it more susceptible to
                           adverse developments affecting
                           a single issuer. Nonetheless,
                           the Fund is subject to
                           diversification requirements
                           arising under the federal tax
                           laws and a limitation on
                           concentration of investments
                           in a single industry.
- ---------------------------------------------------------------------------------
Income Fund                Objective of providing maximum  GE Asset Management
                           income consistent with prudent  Incorporated
                           investment management and
                           preservation of capital by
                           investing primarily in income-
                           bearing debt securities and
                           other income bearing
                           instruments.
- ---------------------------------------------------------------------------------
International Equity Fund  Objective of providing long-    GE Asset Management
                           term growth of capital by       Incorporated
                           investing primarily in foreign
                           equity and equity-related
                           securities which the adviser
                           believes have long-term
                           potential for capital growth.
- ---------------------------------------------------------------------------------
Mid-Cap Value Equity Fund  Objective of providing long     GE Asset Management
(formerly Value Equity     term growth of capital by       Incorporated
Fund)                      investing primarily in common   (Subadvised by NWQ
                           stock and other equity          Investment
                           securities of companies that    Management Company)
                           the investment adviser
                           believes are undervalued by
                           the marketplace at the time of
                           purchase and that offer the
                           potential for above-average
                           growth of capital. Although
                           the current portfolio reflects
                           investments primarily within
                           the mid-cap range, the fund is
                           not restricted to investments
                           within any particular
                           capitalization and may in the
                           future invest a majority of
                           its assets in another
                           capitalization range.
- ---------------------------------------------------------------------------------
Money Market Fund          Objective of providing highest  GE Asset Management
                           level of current income as is   Incorporated
                           consistent with high liquidity
                           and safety of principal by
                           investing in various types of
                           good quality money market
                           securities.
- ---------------------------------------------------------------------------------
</TABLE>

                                       26
<PAGE>








<TABLE>
<CAPTION>
                                                            Adviser (and Sub-
Investment Subdivision         Investment Objective      Adviser, as applicable)
- --------------------------------------------------------------------------------
<S>                       <C>                            <C>
Premier Growth Equity     Objective of providing long-    GE Asset Management
Fund                      term growth of capital as well  Incorporated
                          as future (rather than
                          current) income by investing
                          primarily in growth-oriented
                          equity securities.
- --------------------------------------------------------------------------------
Real Estate Securities    Objective of providing maximum  GE Asset Management
Fund                      total return through current    Incorporated
                          income and capital              (Subadvised by
                          appreciation by investing       Seneca Capital
                          primarily in securities of      Management, L.L.C.)
                          U.S. issuers that are
                          principally engaged in or
                          related to the real estate
                          industry including those that
                          own significant real estate
                          assets. The portfolio will not
                          invest directly in real
                          estate.
- --------------------------------------------------------------------------------
S&P 500 Index Fund/1/     Objective of providing capital  GE Asset Management
                          appreciation and accumulation   Incorporated
                          of income that corresponds to   (Subadvised by
                          the investment return of the    State Street Global
                          Standard & Poor's 500           Advisors)
                          Composite Stock Price Index
                          through investment in common
                          stocks comprising the Index.
- --------------------------------------------------------------------------------
Total Return Fund         Objective of providing the      GE Asset Management
                          highest total return, composed  Incorporated
                          of current income and capital
                          appreciation, as is consistent
                          with prudent investment risk
                          by investing in common stock,
                          bonds and money market
                          instruments, the proportion of
                          each being continuously
                          determined by the investment
                          adviser.
- --------------------------------------------------------------------------------
U.S. Equity Fund          Objective of providing long-    GE Asset Management
                          term growth of capital through  Incorporated
                          investments primarily in
                          equity securities of U.S.
                          companies.
- --------------------------------------------------------------------------------

GOLDMAN SACHS VARIABLE INSURANCE TRUST (VIT)

Goldman Sachs Growth and  Seeks long-term growth of       Goldman Sachs Asset
Income Fund               capital and growth of income,   Management
                          primarily through equity
                          securities that are considered
                          to have favorable prospects
                          for capital appreciation
                          and/or dividend-paying
                          ability.
- --------------------------------------------------------------------------------
Goldman Sachs Mid Cap     Seeks long-term capital         Goldman Sachs Asset
Value Fund                appreciation, primarily         Management
(formerly Mid Cap Equity  through equity securities of
Fund)                     mid-cap companies with public
                          stock market capitalizations
                          within the range of the market
                          capitalization of companies
                          constituting the Russell
                          Midcap Index at the time of
                          investment (currently between
                          $400 million and $16 billion).
- --------------------------------------------------------------------------------

JANUS ASPEN SERIES

Aggressive Growth         Non-diversified portfolio       Janus Capital
Portfolio                 pursuing long-term growth of    Corporation
                          capital. Pursues this
                          objective by normally
                          investing at least 50% of its
                          assets in equity securities
                          issued by medium-sized
                          companies.
- --------------------------------------------------------------------------------
</TABLE>
/1/   "Standard & Poor's," "S&P," and "S&P 500" are trademarks of The McGraw-
      Hill Companies, Inc. and have been licensed for use by GE Asset
      Management Incorporated. The S&P 500 Index Fund is not sponsored,
      endorsed, sold or promoted by Standard & Poor's, and Standard & Poor's
      makes no representation or warranty, express or implied, regarding the
      advisability of investing in this Fund or the Policy.


                                       27
<PAGE>





<TABLE>
<CAPTION>
                                                             Adviser (and Sub-
Investment Subdivision          Investment Objective      Adviser, as applicable)
- ---------------------------------------------------------------------------------
<S>                        <C>                            <C>
Balanced Portfolio         Seeks long term growth of       Janus Capital
                           capital. Pursues this           Corporation
                           objective consistent with the
                           preservation of capital and
                           balanced by current income.
                           Normally invests 40-60% of its
                           assets in securities selected
                           primarily for their growth
                           potential and 40-60% of its
                           assets in securities selected
                           primarily for their income
                           potential.
- ---------------------------------------------------------------------------------
Capital Appreciation       Seeks long-term growth of       Janus Capital
Portfolio                  capital. Pursues this           Corporation
                           objective by investing
                           primarily in common stocks of
                           companies of any size.
- ---------------------------------------------------------------------------------
Flexible Income Portfolio  Seeks maximum total return      Janus Capital
                           consistent with preservation    Corporation
                           of capital. Total return is
                           expected to result from a
                           combination of income and
                           capital appreciation. The
                           portfolio pursues its
                           objective primarily by
                           investing in any type of
                           income-producing securities.
                           This portfolio may have
                           substantial holdings of lower-
                           rated debt securities or
                           "junk" bonds. The risks of
                           investing in junk bonds are
                           described in the prospectus
                           for Janus Aspen Series, which
                           should be read carefully
                           before investing.
- ---------------------------------------------------------------------------------
Global Life Sciences       Seeks long-term growth of       Janus Capital
Portfolio                  capital. The portfolio pursues  Corporation
                           this objective by investing at
                           least 65% of its total assets
                           in securities of U.S. and
                           foreign companies that the
                           portfolio manager believes
                           have a life science
                           orientation. The portfolio
                           normally invests at least 25%
                           of its total assets, in the
                           aggregate, in the following
                           industry groups: health care;
                           pharmaceuticals; agriculture;
                           cosmetics/personal care; and
                           biotechnology.
- ---------------------------------------------------------------------------------
Global Technology          Seeks long-term growth of       Janus Capital
Portfolio                  capital. The portfolio pursues  Corporation
                           this objective by investing at
                           least 65% of its total assets
                           in securities of U.S. and
                           foreign companies that the
                           portfolio manager believes
                           will benefit significantly
                           from advances or improvements
                           in technology.
- ---------------------------------------------------------------------------------
Growth Portfolio           Seeks long-term capital growth  Janus Capital
                           consistent with the             Corporation
                           preservation of capital and
                           pursues its objective by
                           investing in common stocks of
                           companies of any size.
                           Emphasizes larger, more
                           established issuers.
- ---------------------------------------------------------------------------------
</TABLE>

                                       28
<PAGE>








<TABLE>
<CAPTION>
                                                            Adviser (and Sub-
Investment Subdivision         Investment Objective      Adviser, as applicable)
- --------------------------------------------------------------------------------
<S>                       <C>                            <C>
International Growth      Seeks long-term growth of       Janus Capital
Portfolio                 capital. Pursues this           Corporation
                          objective primarily through
                          investments in common stocks
                          of issuers located outside the
                          United States. The portfolio
                          normally invests at least 65%
                          of its total assets in
                          securities of issuers from at
                          least five different
                          countries, excluding the
                          United States.
- --------------------------------------------------------------------------------
Worldwide Growth          Seeks long-term capital growth  Janus Capital
Portfolio                 in a manner consistent with     Corporation
                          the preservation of capital.
                          Pursues this objective by
                          investing in a diversified
                          portfolio of common stocks of
                          foreign and domestic issuers
                          of all sizes. Normally invests
                          in at least five different
                          countries including the United
                          States.
- --------------------------------------------------------------------------------

OPPENHEIMER VARIABLE ACCOUNT FUNDS

Oppenheimer Aggressive    Seeks to achieve capital        OppenheimerFunds,
Growth Fund/VA            appreciation investing mainly   Inc.
                          in common stocks of companies
                          in the United States believed
                          by the fund's investment
                          manager, OppenheimerFunds
                          Inc., to have significant
                          growth potential.
- --------------------------------------------------------------------------------
Oppenheimer Bond Fund/VA  Seeks high level of current     OppenheimerFunds,
                          income and capital              Inc.
                          appreciation when consistent
                          with its primary objective of
                          high income. Under normal
                          conditions this fund will
                          invest at least 65% of its
                          total assets in investment
                          grade securities.
- --------------------------------------------------------------------------------
Oppenheimer Capital       Seeks capital appreciation      OppenheimerFunds,
Appreciation Fund/VA      from investments in securities  Inc.
                          of well-known and established
                          companies. Such securities
                          generally have a history of
                          earnings and dividends and are
                          issued by seasoned companies
                          (having an operating history
                          of at least five years,
                          including predecessors).
- --------------------------------------------------------------------------------
Oppenheimer High Income   Seeks high current income from  OppenheimerFunds,
Fund/VA                   investments in high yield       Inc.
                          fixed income securities,
                          including unrated securities
                          or high-risk securities in
                          lower rating categories. These
                          securities may be considered
                          speculative. This fund may
                          have substantial holdings of
                          lower-rated debt securities or
                          "junk" bonds. The risks of
                          investing in junk bonds are
                          described in the prospectus
                          for the Oppenheimer Variable
                          Account Funds, which should be
                          read carefully before
                          investing.
- --------------------------------------------------------------------------------
</TABLE>

                                       29
<PAGE>





<TABLE>
<CAPTION>
                                                             Adviser (and Sub-
Investment Subdivision          Investment Objective      Adviser, as applicable)
- ---------------------------------------------------------------------------------
<S>                        <C>                            <C>
Oppenheimer Multiple       Seeks total investment return   OppenheimerFunds,
Strategies Fund/VA         (which includes current income  Inc.
                           and capital appreciation in
                           the values of its shares) from
                           investments in common stocks
                           and other equity securities,
                           bonds and other debt
                           securities, and "money market"
                           securities.
- ---------------------------------------------------------------------------------

PBHG INSURANCE SERIES FUND, INC.

PBHG Growth II Portfolio   Seeks to achieve capital        Pilgrim Baxter &
                           appreciation by investing at    Associates, Ltd.
                           least 65% of its total assets
                           in the growth securities
                           (primarily common stocks) of
                           small and medium sized
                           companies (market
                           capitalization or annual
                           revenues between $500 million
                           and $10 billion) that, in the
                           adviser's opinion, have an
                           outlook for strong earnings
                           growth and capital
                           appreciation potential.
- ---------------------------------------------------------------------------------
PBHG Large Cap Growth      Seeks long term growth of       Pilgrim Baxter &
Portfolio                  capital obtained by investing   Associates, Ltd.
                           at least 65% of its total
                           assets in growth securities
                           (primarily common stocks) of
                           large capitalization companies
                           (market capitalization over $1
                           billion) that, in the
                           adviser's opinion, have an
                           outlook for strong earnings
                           growth and capital
                           appreciation potential.
- ---------------------------------------------------------------------------------

SALOMON BROTHERS VARIABLE SERIES FUNDS INC.

Salomon Investors Fund     Seeks long-term growth of       Salomon Brothers
                           capital with current income as  Asset Management
                           a secondary objective,          Inc
                           primarily through investments
                           in common stocks of well-known
                           companies.
- ---------------------------------------------------------------------------------
Salomon Strategic Bond     Seeks high level of current     Salomon Brothers
Fund                       income with capital             Asset Management
                           appreciation as a secondary     Inc
                           objective, through a globally
                           diverse portfolio of fixed-
                           income investments, including
                           lower-rated fixed income
                           securities commonly known as
                           junk bonds.
- ---------------------------------------------------------------------------------
Salomon Total Return Fund  Seeks to obtain above-average   Salomon Brothers
                           income by primarily investing   Asset Management
                           in a broad variety of           Inc
                           securities, including stocks,
                           fixed-income securities and
                           short-term obligations.
- ---------------------------------------------------------------------------------
</TABLE>

Not all of these portfolios may be available in all states or in all markets.

We will purchase shares of the portfolios at net asset value and direct them to
the appropriate Investment Subdivisions of Account 4. We will redeem sufficient
shares of the appropriate portfolios at net asset value to pay Death Benefits
and surrender/partial surrender proceeds, to make income payments, or for other
purposes described in the Policy. We automatically reinvest all dividend and
capital gain distributions of the portfolios in shares of the distributing
portfolios at their net

                                       30
<PAGE>








asset value on the date of distribution. In other words, we do not pay
portfolio dividends or portfolio distributions out to Owners as additional
units, but instead reflect them in unit values.

Shares of the portfolios of the Funds are not sold directly to the general
public. They are sold to the Company, and may be sold to other insurance
companies that issue variable annuity and variable life insurance policies. In
addition, they may be sold to retirement plans.

When a Fund sells shares in any of its portfolios both to variable annuity and
to variable life insurance separate accounts, it engages in mixed funding. When
a Fund sells shares in any of its portfolios to separate accounts of
unaffiliated life insurance companies, it engages in shared funding.

Each Fund may engage in mixed and shared funding. Therefore, due to differences
in redemption rates or tax treatment, or other considerations, the interests of
various shareholders participating in a Fund could conflict. A Fund's Board of
Directors will monitor for the existence of any material conflicts, and
determine what action, if any, should be taken. See the Prospectuses for the
Funds.

We have entered into agreements with either the investment adviser or
distributor of the Funds under which the adviser or distributor pays us a fee
ordinarily based upon a percentage of the average aggregate amount we have
invested on behalf of Account 4 and other separate accounts. These percentages
differ, and some investment advisers or distributors pay us a greater
percentage than other advisers or distributors. These agreements reflect
administrative services we provide. The amounts we receive under these
agreements may be significant. In addition, our affiliate, Capital Brokerage
Corporation, the principal underwriter for the Policies, will receive 12b-1
fees deducted from certain portfolio assets for providing distribution and
shareholder support services to some of the portfolios.

CHANGES TO ACCOUNT 4 AND THE INVESTMENT SUBDIVISIONS

We reserve the right, within the law, to make additions, deletions and
substitutions for the Funds and/or any portfolios within the Funds in which
Account 4 participates. We may substitute shares of other portfolios for shares
already purchased, or to be purchased in the future, under the Policy. This
substitution might occur if shares of a portfolio should no longer be
available, or if investment in any portfolio's shares should become
inappropriate, in the judgment of our management, for the purposes of the
Policy. The new portfolio may have higher fees and charges than the portfolio
it replaced. No substitution of the shares attributable to your Policy may take
place without prior notice to you and before approval of the SEC, in accordance
with the 1940 Act.


                                       31
<PAGE>

We also reserve the right to establish additional Investment Subdivisions, each
of which would invest in a separate portfolio of a Fund, or in shares of
another investment company, with a specified investment objective. We may also
eliminate one or more Investment Subdivisions if, in our sole discretion,
marketing, tax, or investment conditions warrant. Not all Investment
Subdivisions may be available to all classes of Policies.

If permitted by law, we may deregister Account 4 under the 1940 Act in the
event such registration is no longer required; manage Account 4 under the
direction of a committee; or combine Account 4 with other separate accounts of
the Company. Further, to the extent permitted by applicable law, we may
transfer the assets of Account 4 to another separate account.

                                       32
<PAGE>

The Guarantee Account

Due to certain exemptive and exclusionary provisions of the Federal securities
laws, we have not registered interests in the Guarantee Account under the
Securities Act of 1933 (the "1933 Act"), and we have not registered either the
Guarantee Account or our General Account as an investment company under the
1940 Act. Accordingly, neither the interests in the Guarantee Account, nor our
General Account are generally subject to regulation under the 1933 Act and the
1940 Act. Disclosures relating to the interests in the Guarantee Account, and
the General Account, however, may be subject to certain generally applicable
provisions of the Federal securities laws relating to the accuracy of
statements made in a registration statement.

You may allocate some or all of your net premium payments and transfer some or
all of your Account Value to the Guarantee Account. We credit the portion of
the Account Value allocated to the Guarantee Account with interest (as
described below). Account Value in the Guarantee Account is subject to some,
but not all, of the charges we assess in connection with the Policy. See
Charges and Other Deductions.

Each time you allocate net premium payments or transfer Account Value to the
Guarantee Account, we establish an interest rate guarantee period. For each
interest rate guarantee period, we guarantee an interest rate for a specified
period of time.

At the end of an interest rate guarantee period, a new interest rate will
become effective, and a new one-year interest rate guarantee period will
commence for the remaining portion of that particular allocation.

We determine the interest rates in our sole discretion. The determination made
will be influenced by, but not necessarily correspond to, interest rates
available on fixed income investments which we may acquire with the amounts we
receive as premium payments or transfers of Account Value under the Policies.
You will have no direct or indirect interest in these investments. We also will
consider other factors in determining interest rates for a guarantee period
including, but not limited to, regulatory and tax requirements, sales
commissions, and administrative expenses borne by us, general economic trends,
and competitive factors. Amounts you allocate to the Guarantee Account will not
share in the investment performance of our General Account, or any portion
thereof. We cannot predict or guarantee the level of interest rates in future
guarantee periods. However, the interest rates for any interest rate guarantee
period will be at least the guaranteed interest rate shown in your Policy.

We will notify Owners in writing at least 10 days prior to the expiration date
of any interest rate guarantee period about the then currently available
interest rate guarantee periods and the guaranteed interest rates applicable to
such interest rate guarantee periods. A new one year interest rate guarantee
period will commence automatically unless we receive written notice prior to
the end of the 30 day period

                                       33
<PAGE>

following the expiration of the interest rate guarantee period ("30 day
window") of your election of a different interest rate guarantee period from
among those being offered by us at that time, or instructions to transfer all
or a portion of the remaining amount to one or more Investment Subdivisions
subject to certain restrictions. (See Transfers Before the Maturity Date.)
During the 30 day window, the allocation will accrue interest at the new
interest rate guarantee period's interest rate.

We reserve the right to credit bonus interest on premium payments allocated to
a Guarantee Account participating in the Dollar-Cost Averaging Program. (This
may not be available to all classes of Policies.)

                                       34
<PAGE>

Charges and Other Deductions

All of the charges described in this section apply to Account Value allocated
to Account 4. Account Value in the Guarantee Account is subject to all of the
charges described in this section except for the mortality and expense risk
charge and the administrative expense charge.

We will deduct the charges described below to cover our costs and expenses,
services provided, and risks assumed under the Policies. We incur certain costs
and expenses for the distribution and administration of the Policies and for
providing the benefits payable thereunder. Our administrative services include:

 . processing applications for and issuing the Policies;

 . maintaining records;

 . administering annuity payouts;

 . furnishing accounting and valuation services (including the calculation and
  monitoring of daily Investment Subdivision values);

 . reconciling and depositing cash receipts;

 . providing Policy confirmations and periodic statements;

 . providing toll-free inquiry services; and

 . furnishing telephone transaction services.

The risks we assume include:

 . the risk that the Death Benefits will be greater than the Surrender Value;

 . the risk that the actual life-span of persons receiving income payments under
  the Policy will exceed the assumptions reflected in our guaranteed rates
  (these rates are incorporated in the Policy and cannot be changed);

 . the risk that more Owners than expected will qualify for waivers of the
  surrender charges; and

 . the risk that our costs in providing the services will exceed our revenues
  from Policy charges (which cannot be changed by us).

The amount of a charge may not necessarily correspond to the costs associated
with providing the services or benefits indicated by the designation of the
charge. For example, the surrender charge we collect may not fully cover all of
the sales and distribution expenses we actually incur. We also may realize a
profit on one or more of the charges. We may use any such profits for any
corporate purpose, including the payment of sales expenses.

                                       35
<PAGE>


Surrender Charge

TRANSACTION EXPENSES
Surrender Charge

We assess a surrender charge (except as described below) on partial and full
surrenders of premium payments. You pay this charge to compensate us for the
losses we experience on Policy distribution costs when Owners surrender or
partially surrender. If your policy form is P1143 4/94, your surrender charge
provisions may vary from those discussed below. Please see the Appendix.

We calculate the surrender charge separately for each premium payment. For
purposes of calculating this charge, we assume that you withdraw premium
payments on a first-in, first-out basis. We deduct the surrender charge
proportionately from the Investment Subdivisions. However, if there is no
Account Value in Account 4, we will deduct the charge proportionally from all
monies in the Guarantee Account. The surrender charge is as follows:

<TABLE>
<CAPTION>
    Number of Full and Partially              Surrender Charge as a Percentage
        Completed Years Since                 of the Surrendered or Partially
   We Received the Premium Payment              Surrendered Premium Payment
  --------------------------------------------------------------------------
                Year                                     Percentage
                ----                                     ----------
   <S>                                        <C>
                  1                                          6%
                  2                                          6%
                  3                                          6%
                  4                                          6%
                  5                                          4%
                  6                                          2%
              7 or more                                      0%
</TABLE>

We do not assess the surrender charge on surrenders:

 . of amounts representing gain (as defined below);

 . of free withdrawal amounts (as defined below);

 . if taken under Optional Payment Plan 1, Optional Payment Plan 2 (for a period
  of 5 or more years), or Optional Payment Plan 5;

 . if a waiver of surrender charge provision applies; or

 . if taken upon the death of the Annuitant.

You may withdraw any gain in your Policy free of any surrender charge. We
calculate gain in the Policy as: (a) plus (b) minus (c) minus (d), but not less
than zero where:

(a)  is the Account Value on the date we receive your surrender request;

(b)  is the total of any partial surrenders previously taken;

(c)  is the total of premium payments made; and

(d)  is the total of any gain previously surrendered.

                                       36
<PAGE>



In addition to any gain, you may withdraw an amount equal to 10% of your total
premium payments each Policy year without a surrender charge (the "free
withdrawal amount"). The free withdrawal amount is not cumulative from Policy
year to Policy year.

Further, we will waive the surrender charge if you annuitize under Optional
Payment Plan 1 (Life Income with Period Certain), Optional Payment Plan 2
(Income for a Fixed Period) provided that you select a fixed period of 5 years
or more, or Optional Payment Plan 5 (Joint Life and Survivor Income). See
Optional Payment Plans.

We also will waive surrender charges arising from a surrender occurring before
income payments begin if, at the time we receive the surrender request, we have
received due proof that the Annuitant has a qualifying terminal illness, or has
a qualifying confinement to a state licensed or legally operated hospital or
inpatient nursing facility for a minimum period as set forth in the Policy
(provided the confinement began, or the illness was diagnosed, at least one
year after the Policy Date). If you surrender the Policy under the terminal
illness waiver, please remember that we will pay your Account Value, which
could be less than the Death Benefit otherwise available. The terms and
conditions of the waivers are set forth in your Policy.

DEDUCTIONS FROM ACCOUNT 4

We deduct from Account 4 an amount, computed daily, at an annual rate of 1.40%
of the daily net asset value. The charge consists of an administrative expense
charge at an effective annual rate of .15% and a mortality and expense risk
charge at an effective annual rate of 1.25%. These deductions from Account 4
are reflected in your Account Value.

OTHER CHARGES

CHARGES FOR OPTIONAL DEATH BENEFITS

We charge you for expenses related to the optional Guaranteed Minimum Death
Benefit ("GMDB") and/or the Optional Death Benefit ("ODB"). We deduct these
charges against the Account Value in Account 4 at each anniversary and at full
surrender to compensate us for the increased risks and expenses associated with
providing the enhanced Death Benefit(s). We will allocate the annual optional
GMDB charge and/or ODB charge among the Investment Subdivisions in the same
proportion that the Policy's Account Value in each Investment Subdivision bears
to the total Account Value in all Investment Subdivisions at the time we make
the charge. If the Guarantee Account is available under the Policy and the
Account Value in Account 4 is not sufficient to cover the charge for the
optional GMDB and/or the ODB, we will deduct the charge first from the Account
Value in Account 4, if any, and then from the Guarantee Account. At full
surrender, we will charge you a pro-rata portion of the annual charge. For the
optional Guaranteed Minimum Death Benefit, we guarantee that this charge will
never exceed an annual rate of 0.35% of the prior year's average

                                       37
<PAGE>











Guaranteed Minimum Death Benefit. For the elective Optional Death Benefit, we
guarantee that this charge will never exceed an annual rate of 0.25% of your
Account Value.


POLICY MAINTENANCE CHARGE

We will deduct an annual charge of $25 from the Account Value of each Policy to
compensate us for certain administrative expenses incurred in connection with
the Policies. We will deduct the charge at each Policy anniversary and at full
surrender. We will waive this charge if your Account Value at the time of
deduction is more than $75,000.

We will allocate the annual policy maintenance charge among the Investment
Subdivisions in the same proportion that the Policy's Account Value in each
Investment Subdivision bears to the total Account Value in all Investment
Subdivisions at the time we make the charge. If there is insufficient Account
Value allocated to Account 4, we will deduct any remaining portion of the
charge from the Guarantee Account proportionally from all monies in the
Guarantee Account. Other allocation methods may be available upon request.

DEDUCTIONS FOR PREMIUM TAXES

We will deduct charges for any premium tax or other tax levied by any
governmental entity from Account Value when incurred or at another time of our
choosing.

The applicable premium tax rates that states and other governmental entities
impose on the purchase of an annuity are subject to change by legislation, by
administrative interpretation or by judicial action. These premium taxes
generally depend upon the law of your state of residence. The tax generally
ranges from 0.0% to 3%.

OTHER CHARGES AND DEDUCTIONS

Each portfolio incurs certain fees and expenses. To pay for these charges, the
Fund makes deductions from its assets. The deductions are described more fully
in each Fund's Prospectus.

In addition, we reserve the right to impose a transfer charge of up to $10 per
transfer. This charge is at cost with no profit to us.

ADDITIONAL INFORMATION

We may reduce or eliminate the administrative expense and surrender charges
described previously for any particular Policy. However, we will reduce these
charges only to the extent that we anticipate lower distribution and/or
administrative expenses, or that we perform fewer sales or administrative
services than those originally contemplated in establishing the level of those
charges. Lower distribution and administrative expenses may be the result of
economies associated with (1) the

                                       38
<PAGE>


use of mass enrollment procedures, (2) the performance of administrative or
sales functions by the employer, (3) the use by an employer of automated
techniques in submitting deposits or information related to deposits on behalf
of its employees, or (4) any other circumstances which reduce distribution or
administrative expenses. We will state the exact amount of administrative
expense and surrender charges applicable to a particular Policy in that Policy.

We may also reduce charges and/or deductions for sales of the Policies to
registered representatives who sell the Policies to the extent we realize
savings of distribution and administrative expenses. Any such reduction in
charges and/or deductions will be consistent with the standards we use in
determining the reduction in charges and/or deductions for other group
arrangements.

                                       39
<PAGE>

The Policy



PURCHASE OF THE POLICY

The Policy is an individual flexible premium variable deferred annuity Policy.
We describe your rights and benefits below and in the Policy. There may be
differences in your Policy because of requirements of the state where we issued
your Policy. We will include any such differences in your Policy.

The discussion about the Policy in this Prospectus relates to Policies that use
policy form P1150 10/98. If your policy form is P1143 4/94, your death benefit
and surrender charge may vary from the descriptions found in this Prospectus.
Please see Appendix A for a description of these features in your Policy.

If you wish to purchase a Policy, you must apply for it through an authorized
sales representative. The sales representative will send your completed
application to us, and we will decide whether to accept or reject it. If we
accept your application, our legally authorized officers prepare and execute a
Policy. We then send the Policy to you through your sales representative. See
Distribution of the Policies.

If we receive a completed application and all other information necessary for
processing a purchase order, we will apply your initial premium payment no
later than two business days after we receive the order. While attempting to
finish an incomplete application, we may hold your initial premium payment for
no more than five business days. If the incomplete application cannot be
completed within those five days, we will inform you of the reasons, and will
return your premium payment immediately (unless you specifically authorize us
to keep it until the application is complete). Once you complete your
application, we must apply the initial premium payment within two business
days. We will apply any additional premium payments you make on the Valuation
Day we receive them.

To apply for a Policy, you must be of legal age in a state where we may
lawfully sell the Policies and also be eligible to participate in any of the
qualified or non-qualified retirement plans for which we designed the Policies.
The Annuitant cannot be older than age 85, unless we approve a different age.

This Policy may be used with certain tax qualified retirement plans. The Policy
includes attributes such as tax deferral on accumulated earnings. Qualified
retirement plans provide their own tax deferral benefit; the purchase of this
Policy does not provide additional tax deferral benefits beyond those provided
in the qualified plan. Accordingly, if you are purchasing this Policy through a
qualified plan, you should consider purchasing this Policy for its Death
Benefit, income benefits and other non-tax-related benefits. Please consult a
tax advisor for information specific to your circumstances in order to
determine whether the Policy is an appropriate investment for you.


                                       40
<PAGE>


OWNERSHIP






















As Owner, you have all rights under the Policy, subject to the rights of any
irrevocable beneficiary. According to Virginia law, the assets of Account 4 are
held for the exclusive benefit of all Owners and their Designated
Beneficiaries. Qualified Policies may not be assigned or transferred except as
permitted by the Employee Retirement Income Security Act (ERISA) of 1974 and
upon written notification to us. We assume no responsibility for the validity
or effect of any assignment. Consult your tax advisor about the tax
consequences of an assignment.

If you name a Joint Owner in the application, we will treat the Joint Owners as
having equal undivided interests in the Policy. All Owners must together
exercise any ownership rights in this Policy.

Premium Payments

You may make premium payments at a frequency and in the amount you select,
subject to certain limitations. You must obtain our approval before you make
total premium payments for an Annuitant age 79 or younger that exceed
$2,000,000. If the Annuitant is age 80 or older at the time of payment, the
total amount not subject to prior approval is $1,000,000. Payments may be made
or, if stopped, resumed at any time until the Maturity Date, the surrender of
the Policy, or the death of the Owner (or Joint Owner, if applicable),
whichever comes first. We reserve the right to refuse to accept a premium
payment for any lawful reason.

The minimum initial premium payment is $5,000 (or $2,000 if your Policy is an
IRA Policy). We may accept a lower initial premium payment in the case of
certain group sales. Each additional premium payment must be at least $500 for
Non-Qualified Policies ($200 in the case of certain bank drafts), $50 for IRA
Policies and $100 for other Qualified Policies.

Valuation Day

We will value Accumulation and Annuity Units once daily as of the close of
trading (currently 4:00 p.m., New York time) for each day the New York Stock
Exchange is open except for days on which a Fund does not value its shares
(Valuation Day). If a Valuation Period contains more than one day, the unit
values will be the same for each day in the Valuation Period.

Allocation of Premium Payments

We place net premium payments into Account 4's Investment Subdivisions, each of
which invests in shares of a corresponding portfolio of the Funds, and/or the
Guarantee Account, according to your instructions. You may allocate premiums to
up to ten Investment Subdivisions at any one time. However, in those states
which require that premium payments be returned during the free look period
(see Return Privilege), we will place your initial premium payments allocated
to Account 4 in the Money Market Investment Subdivision. You may not make
transfers during this period.

                                       41
<PAGE>











At the deemed end of the free look period, if we allocated any portion of your
initial premium payment to the Money Market Investment Subdivision, we will
transfer the value in the Money Market Investment Subdivision to the Investment
Subdivisions you specified in your application. Solely for the purpose of
processing transfers from the Money Market Investment Subdivision, we will deem
the free look period to end 15 days after the Policy Date. This transfer from
the Money Market Investment Subdivision to the other Investment Subdivisions
upon the expiration of the free look period does not count as a transfer for
any other purposes under the Policy. We anticipate revising this practice in
the second or third quarter of 2000. Under the revised procedures, within two
business days of receiving all of the information necessary to process your
purchase order, we will allocate your initial purchase payment directly to the
Investment Subdivisions you choose and you will then be able to make transfers
during the free look period.

The percentage of any premium payment which you can put into any one Investment
Subdivision or guarantee period must be a whole percentage and not less than
$100. Upon allocation to the appropriate Investment Subdivisions we convert net
premium payments into Accumulation Units. We determine the number of
Accumulation Units credited by dividing the amount allocated to each Investment
Subdivision by the value of an Accumulation Unit for that Investment
Subdivision on the Valuation Day on which we receive any additional premium
payment at our Home Office if received before 4:00 p.m., New York time. If we
receive the additional premium payment at or after 4:00 p.m., New York time, we
will use the Accumulation Unit value computed on the next Valuation Day. The
number of Accumulation Units determined in this way is not changed by any
subsequent change in the value of an Accumulation Unit. However, the dollar
value of an Accumulation Unit will vary depending not only upon how well the
portfolio's investments perform, but also upon the charges of Account 4 and the
fees and expenses of the portfolios.

You may change the allocation of subsequent premium payments at any time,
without charge, by sending us acceptable notice in writing or over the phone.
The new allocation will apply to any premium payments made after we receive
notice of the change.

Valuation of Accumulation Units

We value Accumulation Units for each Investment Subdivision separately.
Initially, we arbitrarily set the value of each Accumulation Unit at $10.00.
Thereafter, the value of an Accumulation Unit in any Investment Subdivision for
a Valuation Period equals the value of an Accumulation Unit in that Investment
Subdivision as of the preceding Valuation Period multiplied by the net
investment factor of that Investment Subdivision for the current Valuation
Period.

                                       42
<PAGE>







The net investment factor is an index used to measure the investment
performance of an Investment Subdivision from one Valuation Period to the next.
The net investment factor for any Investment Subdivision for any Valuation
Period reflects the change in the net asset value per share of the portfolio
held in the Investment Subdivision from one Valuation Period to the next,
adjusted for the daily deduction of the administrative expense and mortality
and expense risk charges from assets in the Investment Subdivision. If any "ex-
dividend" date occurs during the Valuation Period, we take into account the per
share amount of any dividend or capital gain distribution so that the unit
value is not impacted. Also, if we need to reserve money for taxes, we take
into account a per share charge or credit for any taxes reserved for which we
determine to have resulted from the operations of the Investment Subdivision.

                                       43
<PAGE>

Transfers

TRANSFERS BEFORE THE MATURITY DATE
Before the earliest of the surrender of the Policy, payment of any Death
Benefit, or the Maturity Date, you may transfer all or a portion of your
investment between and among the Investment Subdivisions of Account 4 and the
Guarantee Account, subject to certain conditions. We process transfers among
the Investment Subdivisions of Account 4 and between the Investment
Subdivisions and the Guarantee Account as of the end of the Valuation Period
that we receive the transfer request at our Home Office. We may postpone
transfers to, from, or among the Investment Subdivisions of Account 4, under
certain circumstances. See Requesting Payments.

We restrict transfers from any particular allocation of a Guarantee Account to
an Investment Subdivision. Unless you are participating in the Dollar-Cost
Averaging Program (see Dollar-Cost Averaging), you may make such transfers only
during the 30 day period beginning with the end of the preceding interest rate
guarantee period applicable to that particular allocation. We also may limit
the amount which you may transfer to the Investment Subdivisions. However, for
any particular allocation to the Guarantee Account, the limited amount will not
be less than any accrued interest on that allocation plus 25% of the original
amount of that allocation.

Further, we may restrict certain transfers from the Investment Subdivisions to
the Guarantee Account. We reserve the right to prohibit or limit transfers from
an Investment Subdivision to the Guarantee Account during the six month period
following the transfer of any amount from the Guarantee Account to any
Investment Subdivision.

Currently, there is no other limit on the number of transfers between and among
Investment Subdivisions of Account 4 and the Guarantee Account; however, we
reserve the right to limit the number of transfers each calendar year to
twelve, or if it is necessary for the Policy to continue to be treated as an
annuity policy by the Internal Revenue Service, a lower number. Currently, all
transfers under the Policy are free. However, we reserve the right to assess a
charge of up to $10 per transfer. The minimum transfer amount is $100 or the
entire balance in the Investment Subdivision or guarantee period if the
transfer will leave a balance of less than $100.

Sometimes, we may not honor your transfer request. We may not honor your
transfer request:

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

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

(iii) if the transfer would adversely affect Accumulation Unit values.

                                       44
<PAGE>








We also may not honor transfers made by third parties. (See Transfers by Third
Parties.)

TELEPHONE TRANSACTIONS

When thinking about a transfer of Account Value, you should consider the
inherent risk involved. Frequent transfers based on short-term expectations may
increase the risk that you will make a transfer at an inopportune time.

We permit certain telephone transactions (including transfers) as described in
this Prospectus. We may be liable for losses resulting from unauthorized or
fraudulent telephone transactions if we fail to employ reasonable procedures to
confirm that the telephone instructions that we receive are genuine. Therefore,
we will employ means to prevent unauthorized or fraudulent telephone requests,
such as sending written confirmation, recording telephone requests, and/or
requesting other identifying information. In addition, we will require written
authorization before allowing you to make telephone transactions. We reserve
the right to limit telephone transactions.

To request a telephone transaction, you should call our Annuity Customer
Service Line at 1-800-352-9910. We will record all telephone transaction
requests. We will execute transfer requests received before the close of
regular trading of the New York Stock Exchange for that Valuation Day at that
day's prices. We will execute requests received after that time on the next
Valuation Day at that day's prices.

TRANSFERS BY THIRD PARTIES

As a general rule and as a convenience to you, we allow you to give third
parties the right to effect transfers on your behalf. However, when the same
third party makes transfers for many Owners, the result can be simultaneous
transfers involving large amounts of Account Value. Such transfers can disrupt
the orderly management of the portfolios underlying the Policy, can result in
higher costs to Owners, and are generally not compatible with the long-range
goals of Owners. We believe that such simultaneous transfers effected by such
third parties are not in the best interests of all shareholders of the Funds
underlying the Policies, and the management of the Funds share this position.
Therefore, as described in your Policy, we may limit transfers made by a third
party.

DOLLAR-COST AVERAGING

The dollar-cost averaging program permits you to systematically transfer on a
monthly or quarterly basis a set dollar amount from the Money Market Investment
Subdivision and/or the Guarantee Account to any combination of other Investment
Subdivisions (as long as the total number of Investment Subdivisions used does
not exceed the maximum number allowed under the Policy). The dollar-cost
averaging method of investment is designed to reduce the risk of making
purchases only when the price of

                                       45
<PAGE>




units is high, but you should carefully consider your financial ability to
continue the program over a long enough period of time to purchase Accumulation
Units when their value is low as well as when it is high. Dollar-cost averaging
does not assure a profit or protect against a loss.

You may participate in the dollar-cost averaging program by selecting the
program on the application, completing a dollar-cost averaging agreement, or
calling our Annuity Customer Service Line. To use the dollar-cost averaging
program, you must transfer at least $100 from an Investment Subdivision or a
guarantee period with each transfer. Once elected, dollar-cost averaging
remains in effect from the date we receive your request until the value of the
Investment Subdivision or the guarantee period from which transfers are being
made is depleted, or until you cancel the program by written request or by
telephone if we have your telephone authorization on file. The dollar-cost
averaging program will start 30 days after we receive your instructions and
your premium, unless you specify an earlier date.

With regard to dollar-cost averaging from the Guarantee Account, we reserve the
right to determine the amount of each automatic transfer. We reserve the right
to transfer any remaining portion of an allocation used for dollar-cost
averaging to a Guarantee Account with a new guarantee period upon termination
of the dollar-cost averaging program for that allocation.

There is no additional charge for dollar-cost averaging. We reserve the right
to discontinue offering or to modify the dollar-cost averaging program at any
time and for any reason. We reserve the right to prohibit simultaneous dollar-
cost averaging and systematic withdrawals.


PORTFOLIO REBALANCING PROGRAM

Once you have allocated your money among the Investment Subdivisions, the
performance of each Investment Subdivision may cause your allocation to shift.
You may instruct us to automatically rebalance (on a quarterly, semi-annual or
annual basis) your Account Value among the Investment Subdivisions to return to
the percentages specified in your allocation instructions. The program does not
include allocations to the Guarantee Account. You may elect to participate in
the portfolio rebalancing program at any time by completing the portfolio
rebalancing agreement. Your percentage allocations must be in whole
percentages.

Subsequent changes to your percentage allocations may be made at any time by
written or telephone instructions to the Home Office. Once elected, portfolio
rebalancing remains in effect from the date we receive your written request
until you instruct us to discontinue portfolio rebalancing. There is no
additional charge for

                                       46
<PAGE>


using portfolio rebalancing, and we do not consider a portfolio rebalancing
transfer a transfer for purposes of assessing a transfer charge or calculating
the maximum number of transfers permitted in a calendar year. We reserve the
right to discontinue offering or to modify the portfolio rebalancing program at
any time and for any reason. We also reserve the right to exclude Investment
Subdivisions from portfolio rebalancing. Portfolio rebalancing does not
guarantee a profit or protect against a loss.

                                       47
<PAGE>

Surrenders

SURRENDERS AND PARTIAL SURRENDERS

Subject to the rules discussed below, we will allow the surrender of the Policy
or a withdrawal of a portion of the Account Value at any time before the
Maturity Date upon your written request.

We will not permit a partial surrender that is less than $500 or that reduces
Account Value to less than $5,000. If your partial surrender request would
reduce Account Value to less than $5,000, we will surrender only that amount of
Account Value that would reduce the remaining Account Value to $5,000 and
deduct any surrender charge from the amount you surrendered. Different limits
and other restrictions may apply to qualified retirement plans.

The amount payable on full surrender of the Policy is the Surrender Value at
the end of the Valuation Period during which we receive the request. The
Surrender Value equals the Account Value (after deduction of any policy
maintenance charge and any optional benefit charges) on the Valuation Day we
receive a request for surrender less any applicable surrender charge and any
applicable premium tax. We may pay the Surrender Value in a lump sum or under
one of the optional payment plans specified in the Policy, based on your
instructions.

You may indicate, in writing or by calling our Annuity Customer Service Line,
from which Investment Subdivisions or guarantee periods we are to take your
partial surrender. If you do not so specify, we will deduct the amount of the
partial surrender first from the Investment Subdivisions of Account 4 on a pro-
rata basis, in proportion to the Account Value in Account 4. We then will
deduct any remaining amount from the Guarantee Account. We will take deductions
from the Guarantee Account from the amounts (including any interest credited to
such amounts) which have been in the Guarantee Account for the longest period
of time.

Please remember that a partial surrender will reduce the Death Benefit by the
proportion that the partial surrender (including any applicable surrender
charge) reduced Account Value.

RESTRICTIONS ON DISTRIBUTIONS FROM CERTAIN POLICIES

Section 830.105 of the Texas Government Code permits participants in the Texas
Optional Retirement Program ("ORP") to withdraw their interest in a variable
annuity contract issued under the ORP only upon (i) termination of employment
in the Texas public institutions of higher education, (ii) retirement, (iii)
death, or (iv) the participant's attainment of age 70 1/2. Accordingly, before
we distribute any amounts from these Policies, you must furnish us proof that
one of these four events has occurred.

SYSTEMATIC WITHDRAWALS

You may elect in writing on our form to take systematic withdrawals of a
specified dollar amount (in equal installments of at least $100) on a monthly,
quarterly, semi-annual or annual basis. Payments can begin at any time after 30
days from the Policy

                                       48
<PAGE>


Date unless we allow an earlier date. Your systematic withdrawals in a Policy
year may not exceed the amount which is not subject to a surrender charge. You
may provide specific instructions as to how we are to take the systematic
withdrawals. If you have not provided specific instructions, or if your
specific instructions cannot be carried out, we will process the withdrawals by
first taking on a pro-rata basis Accumulation Units from all of the Investment
Subdivisions in which you have an interest. To the extent that your Account
Value in Account 4 is not sufficient to accomplish the withdrawal, we will take
any Account Value you have in the Guarantee Account to accomplish the
withdrawal.

After your systematic withdrawals begin, you may change the frequency and/or
amount of your payments, subject to the following:

 . you may request only one such change in a calendar quarter; and

 . if you did not elect the maximum amount you could withdraw under this program
  at the time you elected the current series of systematic withdrawals, then
  you may increase the remaining payments up to the maximum amount.

A systematic withdrawal program will terminate automatically when a systematic
withdrawal would cause the remaining Account Value to be less than $5,000. If a
systematic withdrawal would cause the Account Value to be less than $5,000,
then we will not process that systematic withdrawal transaction. If any of your
systematic withdrawals would be or becomes less than $100, we reserve the right
to reduce the frequency of payments to an interval that would result in each
payment being at least $100. You may discontinue systematic withdrawals at any
time by notifying us in writing at our Home Office or by telephone. You may
request that we pay any remaining payments in a lump sum.

When you consider systematic withdrawals, please remember that each systematic
withdrawal is subject to Federal income taxes on any portion considered gain
for tax purposes. In addition, you may be assessed a 10% Federal penalty tax on
systematic withdrawals if you are under age 59 1/2 at the time of the
withdrawal.

Both partial surrenders at your specific request and withdrawals under a
systematic withdrawal program will count toward the limit of the amount that
you may withdraw in any Policy year free under the free withdrawal privilege.

We reserve the right to prohibit simultaneous systematic withdrawals and
dollar-cost averaging. We also reserve the right to discontinue systematic
withdrawals upon 30 days written notice to Owners.

                                       49
<PAGE>

The Death Benefit

DEATH BENEFIT AT DEATH OF ANNUITANT BEFORE MATURITY DATE
If the Annuitant dies before income payments begin, regardless of whether the
Annuitant is also an Owner or Joint Owner of the Policy, the amount of proceeds
available is the Death Benefit. Upon receipt of due proof of the Annuitant's
death (generally, due proof is a certified copy of the death certificate or a
certified copy of the decree of a court of competent jurisdiction as to the
finding of death), we will treat the Death Benefit in accordance with your
instructions, subject to distribution rules and termination of contract
provisions described elsewhere. If your policy form is P1143 4/94, please see
Appendix A for a description of certain provisions of your Death Benefit.

The Death Benefit equals the sum of (a) and (b) where: (a) is the Account Value
as of the date we receive due proof of death, and (b) is the excess, if any, of
the unadjusted Death Benefit (as defined below) as of the date of the
Annuitant's death over the Account Value as of the date of the Annuitant's
death, with interest credited on that excess from the date of the Annuitant's
death to the date of distribution. The rate credited may depend on applicable
law or regulation. Otherwise, we will set it.

The unadjusted Death Benefit varies based on the Annuitant's age at the time we
issued the Policy and on the number of Policy years elapsed since you purchased
the Policy.

For a Policy issued with an Annuitant who was age 80 or younger on the Policy
Date:

1. If the Annuitant dies during the first six Policy years, the unadjusted
   Death Benefit is the greater of:

  (i) Account Value determined as of the date of the Annuitant's death; or

  (ii) the total of premium payments made adjusted by the proportion that any
       partial surrender (including applicable surrender charge) reduced
       Account Value and less any applicable premium tax.

2. If the Annuitant dies after the first six Policy years, the unadjusted Death
   Benefit is the greater of:

  (i) Account Value determined as of the date of the Annuitant's death; or

  (ii) the unadjusted Death Benefit on the last day of the preceding 6-year
       Death Benefit period, plus any premium payments made since then,
       reduced by any applicable premium tax and adjusted by the proportion
       that any partial surrender (including any applicable surrender charge)
       reduced Account Value.

For a Policy issued with an Annuitant who was age 81 or older on the Policy
Date:

The unadjusted Death Benefit is the greater of:

  (i) Account Value determined as of the date of the Annuitant's death; or

                                       50
<PAGE>


  (ii) The total of premium payments made adjusted by the proportion that any
       partial surrenders (including applicable surrender charge) reduced
       Account Value and less any applicable premium tax.
This benefit may not apply in your state. If it does not, the unadjusted Death
Benefit is the Account Value determined as of the date of the Annuitant's
death.
Example: Assuming an Owner: (i) purchases a Policy for $100,000; (ii) makes no
partial surrenders and no additional premium payments, (iii) is not subject to
premium taxes, and (iv) the Annuitant's age is 80 or younger on the
Policy Date, then:
<TABLE>
<CAPTION>
Issue                          Account                                                   Unadjusted
Year                            Value                                                   Death Benefit
- -----------------------------------------------------------------------------------------------------
<S>                            <C>                                                      <C>
Issue                          $100,000                                                   $100,000
1                              $110,000                                                   $110,000
2                              $ 90,000                                                   $100,000
3                              $ 80,000                                                   $100,000
4                              $120,000                                                   $120,000
5                              $130,000                                                   $130,000
6                              $150,000                                                   $150,000
7                              $160,000                                                   $160,000
8                              $130,000                                                   $150,000
9                              $ 90,000                                                   $150,000
10                             $170,000                                                   $170,000
11                             $140,000                                                   $150,000
12                             $135,000                                                   $150,000
13                             $120,000                                                   $150,000
</TABLE>
The purpose of this example is to show how the unadjusted Death Benefit works
based on purely hypothetical values and is not intended to depict investment
performance of the Policy.
Partial surrenders will reduce the unadjusted Death Benefit by the proportion
that the partial surrender (including any applicable surrender charge) reduced
Account Value. For example:
<TABLE>
<CAPTION>
                                                                                           Unadjusted
                      Purchase                           Account                             Death
Date                  Payment                             Value                             Benefit
- -----------------------------------------------------------------------------------------------------
<S>                   <C>                                <C>                               <C>
3/31/00               $10,000                            $10,000                            $10,000
3/31/08                                                   20,000                             20,000
3/31/09                                                   14,000                             20,000
</TABLE>
If a partial surrender of $7,000 is made on March 31, 2009, the unadjusted
Death Benefit immediately after the partial surrender will be $10,000 ($20,000
to $10,000) since the Account Value is reduced 50% by the partial surrender
($14,000 to $7,000). This is true only if the unadjusted Death Benefit
immediately prior to the partial surrender (as calculated above) is not the
Account Value on the date of the Annuitant's death. It also assumes that the
Annuitant is younger than age 80 at the time of death, that no surrender charge
applies, and that no premium tax applies to the partial surrender. This example
is based on purely hypothetical values and is not intended to depict investment
performance of the Policy.

                                       51
<PAGE>


DEATH OF AN OWNER OR JOINT OWNER BEFORE THE MATURITY DATE

General: In certain circumstances, Federal tax law requires that distributions
be made under this Policy upon the first death of:

 . an Owner or Joint Owner, or

 . the Annuitant if any Owner is a non-natural entity (such as a trust or
  corporation).

The discussion below describes the methods available for distributing the value
of the Policy upon death.

Designated Beneficiary: At the death of any Owner (or Annuitant, if any Owner
is a non-natural entity), the person or entity first listed below who is alive
or in existence on the date of that death will become the Designated
Beneficiary:

(1) Owner or Joint Owners;

(2) Primary Beneficiary;

(3) Contingent Beneficiary; or

(4) Owner's estate.

We then will treat the Designated Beneficiary as the sole Owner of the Policy.
If there is more than one Designated Beneficiary, we will treat each one
separately in applying the tax law's rules described below.

Distribution Rules: The distributions required by Federal tax law differ
depending on whether the Designated Beneficiary is the spouse of the deceased
Owner (or of the Annuitant, if the Policy is owned by a non-natural entity).

 . Spouses -- If the Designated Beneficiary is the surviving spouse of the
  deceased person, we will continue the Policy in force with the surviving
  spouse as the new Owner. If the deceased person was the Annuitant and there
  was no surviving Contingent Annuitant, the surviving spouse will
  automatically become the new Annuitant. At the death of the surviving spouse,
  this provision may not be used again, even if the surviving spouse remarries.
  In that case, the rules for non-spouses will apply. The Account Value on the
  date we receive due proof of death of the Annuitant will be set equal to the
  Death Benefit on that date. Any increase in the Account Value will be
  allocated to the Investment Subdivisions using the premium allocation in
  effect at that time. Any Death Benefit payable subsequently (at the death of
  the new Annuitant) will be based on the new Annuitant's age on the Policy
  Date, rather than the age of the previously deceased Annuitant.

 . Non-Spouses -- If the Designated Beneficiary is not the surviving spouse of
  the deceased person, this Policy cannot be continued in force indefinitely.
  Instead, upon the death of any Owner (or Annuitant, if any Owner is a non-
  natural entity),

                                       52
<PAGE>


 payments must be made to (or for the benefit of) the Designated Beneficiary
 under one of the following payment choices:

 (1) Receive the Surrender Value in one lump sum payment upon receipt of due
     proof of death.

 (2) Receive the Surrender Value at any time during the five year period
     following the date of death. At the end of the five year period, we will
     pay in a lump sum payment any Surrender Value still remaining.

 (3) Apply the Surrender Value to provide a monthly income benefit under
     Optional Payment Plan 1 or 2. The first monthly income benefit payment
     must be made no later than one year after the date of death. Also, the
     monthly income benefit payment period must be either the lifetime of the
     Designated Beneficiary or a period not exceeding the Designated
     Beneficiary's life expectancy.

If no choice is made by the Designated Beneficiary within 30 days following
receipt of due proof of death, we will use payment choice 2 (payment of the
entire value of the Policy within 5 years of the date of death). Due proof of
death must be provided within 90 days of the date of death. We will not accept
any premium payments after the non-spouse's death. If the Designated
Beneficiary dies before we distributed the entire Surrender Value, we will pay
in a lump sum payment of any Surrender Value still remaining to the person
named by the Designated Beneficiary. If no person is so named, we will pay the
Designated Beneficiary's estate.

Under payment choices 1 or 2, the Policy will terminate upon payment of the
entire Surrender Value. Under payment choice 3, this Policy will terminate when
we apply the Surrender Value to provide a Monthly Income Benefit.

Amount of the proceeds: The proceeds we pay will vary, in part, based on the
person who dies. We show the amount of proceeds below.



          Person Who Died              Proceeds Paid

<TABLE>
         <S>                           <C>
          Owner or Joint Owner         Surrender Value
          (who is not the Annuitant)
           -------------------------------------------
          Owner or Joint Owner         Death Benefit
          (who is the Annuitant)
           -------------------------------------------
          Annuitant                    Death Benefit
</TABLE>

Upon receipt of due proof of death, the Designated Beneficiary will instruct us
how to treat the proceeds subject to the distribution rules discussed above.

                                       53
<PAGE>


DEATH OF OWNER, JOINT OWNER, OR ANNUITANT AFTER INCOME PAYMENTS BEGIN

OPTIONAL GUARANTEED MINIMUM DEATH BENEFIT RIDER

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



If an Annuitant dies before the Maturity Date while the optional Guaranteed
Minimum Death Benefit Rider (the "GMDB Rider") is in effect, the Designated
Beneficiary may elect the Death Benefit, described below, in lieu of the Death
Benefit otherwise payable. (The Death Benefit under the GMDB Rider may be
referred to in our marketing materials as the "Six Percent EstateProtector".)
The Guaranteed Minimum Death Benefit Rider may not be available in all states
or markets. Age restrictions may apply. If your policy form is P1143 4/94,
please see Appendix A for a description of the GMDB which may apply under your
Policy.

If the GMDB Rider applies, the Death Benefit will be the greater of: (i) the
Death Benefit described above under "Death Benefit at Death of Annuitant Before
Maturity Date," and (ii) the Guaranteed Minimum Death Benefit on the date we
receive due proof of the Annuitant's death, or, if later, the date of the
request. The Guaranteed Minimum Death Benefit is, on the Policy Date, equal to
the initial premium payment. At the end of each Valuation Period after such
date, the Guaranteed Minimum Death Benefit is the lesser of:

(A) the total of all premium payments received, multiplied by two, adjusted by
    the proportion by which any partial surrenders (including applicable
    surrender charges) made before or during that Valuation Period reduced
    Account Value;

(B) the Guaranteed Minimum Death Benefit at the end of the preceding Valuation
    Period, increased as specified below, plus any additional premium payments
    made during the current Valuation Period adjusted by the proportion by
    which any partial surrender including any applicable surrender charge
    reduced Account Value during the current Valuation Period.

We will calculate the amount of the increase for the Valuation Period by
applying a factor to the Guaranteed Minimum Death Benefit at the end of the
preceding Valuation Period. Until the anniversary on which the Annuitant
attains age 80, we determine the factor for each Valuation Period at an
effective annual rate of 6%, except that with respect to amounts invested in
the Money Market Investment Subdivision, the increase factor will be calculated
as the lesser of: (1) the net

                                       54
<PAGE>





OPTIONAL DEATH BENEFIT
investment factor (an index applied to measure the investment performance of an
Investment Subdivision from one Valuation Period to the next) for the Valuation
Period, minus one, and (2) a factor for the Valuation Period equivalent to an
effective annual rate of 6%. With respect to amounts allocated to the Guarantee
Account, we replace Item (1) above with a factor for the Valuation Period
equivalent to the credited rate(s) applicable to such amounts.

You may only purchase the GMDB Rider at the time of application. The Rider is
effective on the Policy Date and will remain in effect while the Policy is in
force and before income payments begin, or until the Policy anniversary
following the date of receipt of the Owner's request to terminate the rider. We
charge you for this benefit. This charge will not exceed .35% of the prior
year's average Guaranteed Minimum Death Benefit. See Charges for Optional Death
Benefits. Amounts payable under the Guaranteed Minimum Death Benefit Rider are
subject to the distribution rules described above.

The Optional Death Benefit Rider (which may be referred to as the "Annual
EstateProtector" in our marketing materials) provides for an annual step-up in
death benefit, as described below. The Designated Beneficiary may elect the
Optional Death Benefit at any time after the Annuitant's death. If we pay this
Death Benefit, the Policy will terminate, and we will have no further
obligation under the Policy. The Optional Death Benefit Rider may not be
available in all states or markets. Age restrictions may apply. If your policy
form is P1143 4/94, please see Appendix A for a description of the Optional
Death Benefit that may apply to your Policy.

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

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

                                       55
<PAGE>



Your election of the Optional Death Benefit Rider is effective on the Policy
Date (unless another effective date is shown on the Policy data pages). It will
remain in effect while the Policy is in force and before income payments begin,
or until the Policy Anniversary following the date of receipt of the Owner's
request to terminate the rider. We charge you for this benefit. This charge
will not exceed .25% of Account Value. See Charges for Optional Death Benefits.
Amounts payable under the Optional Death Benefit Rider are subject to the
distribution rules described above.

                                       56
<PAGE>

Income Payments

The Maturity Date is provided in the Policy, unless changed after issue. You
may change the Maturity Date to any date at least ten years after the date of
the last purchase payment. The Maturity Date cannot be a date later than the
Policy anniversary on which the Annuitant reaches age 90, unless we approve a
later date. To make a change, send written notice to our Home Office before the
Maturity Date then in effect. We reserve the right to establish a maximum
maturity age. If you change the Maturity Date, Maturity Date will then mean the
new Maturity Date you selected. (Please note the following exception: Policies
issued under qualified retirement plans provide for income payments to start at
the date and under the option specified in the plan.)

We will pay a monthly income benefit to the Owner beginning on the Maturity
Date if the Annuitant is still living. We will pay the monthly income benefit
in the form of variable income payments similar to those described in Optional
Payment Plan 1, Life Income with 10 Years Certain (automatic payment plan),
using the sex and settlement age of the Annuitant instead of the payee, unless
you make another election. As described in your Policy, the settlement age may
be less than the Annuitant's age. This means payments may be lower than they
would have been without the adjustment. You may also choose to receive the
maturity value (that is, the Surrender Value of your Policy on the date
immediately preceding the Maturity Date) in one lump sum (in which case we will
cancel the Policy).

Under the Life Income with 10 Years Certain plan, if the Annuitant lives longer
than ten years, payments will continue for his or her life. If the Annuitant
dies before the end of ten years, we will discount the remaining payments for
the ten year period at the same rate used to calculate the monthly income
payment. If the remaining payments are variable income payments, we will assume
the amount of each payment that we discount equals the payment amount on the
date we receive due proof of death. We will pay this discounted amount in one
sum.

The Policy also provides optional forms of annuity payments, each of which is
payable on a fixed basis. Optional Payment Plans 1 and 5 also are available on
a variable basis. The Policy provides that all or part of the Account Value may
be used to purchase an annuity.

If you elect fixed income payments, the guaranteed amount payable will earn
interest at 3% compounded yearly. We may increase the interest rate which will
increase the amount we pay to you or the payee.

If you elect variable income payments, your income payments, after the first
payment, will reflect the investment experience of the Investment Subdivisions
to which you allocated Account Value.

We will make annuity payments monthly unless you elect quarterly, semi-annual
or annual installments. Under the monthly income benefit and all of the
optional

                                       57
<PAGE>


OPTIONAL PAYMENT PLANS
payment plans, if any payment made more frequently than annually would be or
becomes less than $100, we reserve the right to reduce the frequency of
payments to an interval that would result in each payment being at least $100.
If the annual payment payable at maturity is less than $20, we will pay the
maturity value in a lump sum. Upon making such a payment, we will have no
future obligation under the Policy. Following are explanations of the optional
payment plans available.

OPTIONAL PAYMENT PLANS

Plan 1 -- Life Income with Period Certain. This option guarantees periodic
payments during a designated period. If the payee lives longer than the minimum
period, payments will continue for his or her life. The minimum period can be
10, 15, or 20 years. The payee selects the designated period. If the payee dies
during the minimum period, we will discount the amount of the remaining
guaranteed payments at the same rate used in calculating income payments. We
will pay the discounted amount in one sum to the payee's estate unless
otherwise provided.

Plan 2 -- Income For A Fixed Period. This option provides for periodic payments
to be made for a fixed period not longer than 30 years. Payments can be annual,
semi-annual, quarterly, or monthly. If the payee dies, we will discount the
amount of the remaining guaranteed payments to the date of the payee's death at
the same rate used in calculating income payments. We will pay the discounted
amount in one sum to the payee's estate unless otherwise provided.

Plan 3 -- Income Of A Definite Amount. This option provides periodic payments
of a definite amount to be paid. Payments can be annual, semi-annual,
quarterly, or monthly. The amount paid each year must be at least $120 for each
$1,000 of proceeds. Payments will continue until the proceeds are exhausted.
The last payment will equal the amount of any unpaid proceeds. If the payee
dies, we will pay the amount of the remaining proceeds with earned interest in
one sum to the payee's estate unless otherwise provided.

Plan 4 -- Interest Income. This option provides for periodic payments of
interest earned from the proceeds left with us. Payments can be annual, semi-
annual, quarterly, or monthly. If the payee dies, we will pay the amount of
remaining proceeds and any earned but unpaid interest in one sum to the payee's
estate unless otherwise provided. This plan is not available under Qualified
Policies.

Plan 5 -- Joint Life And Survivor Income. This option provides for us to make
monthly payments to two payees for a guaranteed minimum of 10 years. Each payee
must be at least 35 years old when payments begin. Payments will continue as
long as either payee is living. If both payees die before the end of the
minimum period, we will discount the amount of the remaining payments for the
10-year period at the same rate used in calculating income payments. We will
pay the discounted amount in one sum to the survivor's estate unless otherwise
provided.

                                       58
<PAGE>


VARIABLE INCOME PAYMENTS

If the payee is not a natural person, our consent must be obtained before
selecting an optional payment plan.

Before the Maturity Date, you may change:

 . your Maturity Date to any date at least ten years after your last premium
  payment (however, the Maturity Date cannot be a date later than the Policy
  anniversary on which the Annuitant reaches age 90, unless we approve a later
  date);

 . your optional payment plan;

 . the allocation of your investment among the Investment Subdivisions; and

 . the Owner, Joint Owner, primary beneficiary, contingent beneficiary, and
  contingent Annuitant upon written notice to the Home Office if you reserved
  this right and the Annuitant is living.

We must receive your request for a change in a form satisfactory to us. The
change will take effect as of the date you sign the request. The change will be
subject to any payment made before we recorded the change.

Fixed Income Payments will begin on the date we receive due proof of the
Annuitant's death, on surrender, or on the Policy's Maturity Date. Variable
income payments will begin within seven days after the date payments would
begin under the corresponding fixed option. Payments under Optional Payment
Plan 4 (Interest Income) will begin at the end of the first interest period
after the date proceeds are otherwise payable.

We will determine your variable income payments using:

1. The maturity value;

2. The annuity tables contained in the Policy;

3. The optional payment plan selected; and

4. The investment performance of the Investment Subdivisions selected.

To determine the amount of payment, we make this calculation:

1. First, we determine the dollar amount of the first income payment; then

2. we allocate that amount to the Investment Subdivisions according to your
   instructions; then

3. we determine the number of Annuity Units for each Investment Subdivision by
   dividing the amount allocated by the Annuity Unit Value seven days before
   the income payment is due; and finally

                                       59
<PAGE>


4. we calculate the value of the Annuity Units for each Investment Subdivision
   seven days before the income payment is due for each income payment
   thereafter.

To calculate your variable income payments, we need to make an assumption
regarding the investment performance of the Investment Subdivisions you select.
We call this your assumed investment rate. This rate is simply the total
return, after expenses, you need to earn to keep your variable income payments
level. We assume an effective annual rate of 3%. This means that if the
annualized investment performance, after expenses, of your Investment
Subdivisions is less than 3%, then the dollar amount of your variable income
payment will decrease. Conversely, if the annualized investment performance,
after expenses, of your Investment Subdivisions is greater than 3%, then the
dollar amount of your income payments will increase.

TRANSFERS AFTER THE MATURITY DATE

If we are making variable income payments, the payee may change the Investment
Subdivisions from which we are making the payments once each calendar year. The
transfer will be effective as of the end of the Valuation Period during which
we receive written request at our Home Office. However, we reserve the right to
limit the number of transfers if necessary for the Policy to continue to be
treated as an annuity under the Code. We also reserve the right to refuse to
execute any transfer if any of the Investment Subdivisions that would be
affected by the transfer is unable to purchase or redeem shares of the Fund in
which the Investment Subdivision invests or if the transfer would adversely
affect Account Value. If the number of Annuity Units remaining in an Investment
Subdivision after a transfer is less than 1, we will transfer the remaining
balance in addition to the amount requested for the transfer.

We do not permit transfers between the Investment Subdivisions and the
Guarantee Account after the Maturity Date.

                                       60
<PAGE>

Federal Tax Matters

INTRODUCTION

This part of the Prospectus discusses the Federal income tax treatment of the
Policy. The Federal income tax treatment of the Policy is complex and sometimes
uncertain. The Federal income tax rules may vary with your particular
circumstances. This discussion does not address all of the Federal income tax
rules that may affect you and your Policy. This discussion also does not
address other Federal tax consequences, or state or local tax consequences,
associated with a Policy. As a result, you should always consult a tax advisor
about the application of tax rules to your individual situation.

TAXATION OF NON-QUALIFIED POLICIES

This part of the discussion describes some of the Federal income tax rules
applicable to Non-Qualified Policies. A Non-Qualified Policy is a Policy not
issued in connection with a qualified retirement plan receiving special tax
treatment under the Code, such as an individual retirement annuity or a section
401(k) plan.

Tax Deferral On Earnings. The Federal income tax law does not tax any increase
in an Owner's Account Value until there is a distribution from the Policy.
However, certain requirements must be satisfied in order for this general rule
to apply, including:

 . An individual must own the Policy (or the tax law must treat the Policy as
  owned by an individual);

 . The investments of Account 4 must be "adequately diversified" in accordance
  with Internal Revenue Service ("IRS") regulations;

 . The Owner's right to choose particular investments for a Policy must be
  limited; and

 . The Policy's Maturity Date must not occur near the end of the Annuitant's
  life expectancy.

This part of the Prospectus discusses each of these requirements.

Policies not owned by an individual -- no tax deferral and loss of interest
deduction: As a general rule, the Code does not treat a Policy that is owned by
an entity (rather than an individual) as an annuity contract for Federal income
tax purposes. The entity owning the Policy pays tax currently on the excess of
the Account Value over the premiums paid for the Policy. Policies issued to a
corporation or a trust are examples of Policies where the Owner pays current
tax on the Policy's earnings.

There are several exceptions to this rule. For example, the Code treats a
Policy as owned by an individual if the nominal owner is a trust or other
entity that holds the Policy as an agent for an individual. However, this
exception does not apply in the case of any employer that owns a Policy to
provide deferred compensation for its employees.

                                       61
<PAGE>



In the case of a Policy issued after June 8, 1997 to a taxpayer that is not an
individual, or a Policy held for the benefit of an entity, the entity will lose
its deduction for a portion of its otherwise deductible interest expenses. This
disallowance does not apply if the Owner pays tax on the annual increase in the
Account Value. Entities that are considering purchasing the Policy, or entities
that will benefit from someone else's ownership of a Policy, should consult a
tax advisor.

Investments in Account 4 must be diversified: For a Policy to be treated as an
annuity contract for Federal income tax purposes, the investments of a separate
account such as Account 4 must be "adequately diversified." The IRS has issued
regulations that prescribe standards for determining whether the investments of
Account 4 are adequately diversified. If Account 4 fails to comply with these
diversification standards, the Owner could be required to pay tax currently on
the excess of the Account Value over the premiums paid for the Policy.

Although we do not control the investments of all of the Funds (we only
indirectly control those of GE Investments Funds, Inc., through an affiliated
company), we expect that the Funds will comply with the IRS regulations so that
Account 4 will be considered "adequately diversified."

Restrictions on the extent to which an Owner can direct the investment of
Account Values: Federal income tax law limits the Owner's right to choose
particular investments for the Policy. The U.S. Treasury Department stated in
1986 that it expected to issue guidance clarifying those limits, but it has not
yet done so. Thus, the nature of the limits is currently uncertain. As a
result, an Owner's right to allocate Account Values among the portfolios may
exceed those limits. If so, the Owner would be treated as the owner of the
assets of Account 4 and thus subject to current taxation on the income and
gains from those assets.

We do not know what limits the Treasury Department may set forth in any
guidance that the Treasury Department may issue or whether any such limits will
apply to existing Policies. We therefore reserve the right to modify the Policy
without the Owners' consent to attempt to prevent the tax law from considering
the Owners as the owners of the assets of Account 4.

Age at which annuity payouts must begin: Federal income tax rules do not
expressly identify a particular age by which annuity payouts must begin.
However, those rules do require that an annuity contract provide for
amortization, through annuity payouts, of the contract's premiums paid and
earnings. If annuity payouts under the Policy begin or are scheduled to begin
on a date past the Annuitant's 85th birthday, it is possible that the tax law
will not treat the Policy as an annuity contract for Federal income tax
purposes. In that event, the Owner would be currently taxable on the excess of
the Account Value over the premiums paid for the Policy.

                                       62
<PAGE>



No Guarantees Regarding Tax Treatment: We make no guarantees regarding the tax
treatment of any Policy or of any transaction involving a Policy. However, the
remainder of this discussion assumes that your Policy will be treated as an
annuity contract for Federal income tax purposes and that the tax law will not
impose tax on any increase in your Account Value until there is a distribution
from your Policy.

Withdrawals and Surrenders. A withdrawal occurs when you receive less than the
total amount of the Policy's Surrender Value. In the case of a withdrawal, you
will pay tax on the amount you receive to the extent your Account Value before
the withdrawal exceeds your "investment in the contract." (This term is
explained below.) This income (and all other income from your Policy) is
ordinary income. The Code imposes a higher rate of tax on ordinary income than
it does on capital gains.

A surrender occurs when you receive the total amount of the Policy's Surrender
Value. In the case of a surrender, you will pay tax on the amount you receive
to the extent it exceeds your "investment in the contract."

Your "investment in the contract" generally equals the total of your premium
payments under the Policy, reduced by any amounts you previously received from
the Policy that you did not include in your income.

Your Policy imposes mortality charges relating to the Death Benefit, including
any optional GMDB Rider and ODB Rider. It is possible that all or a portion of
these charges could be treated as withdrawals from the Policy.

Assignments and Pledges. The Code treats any assignment or pledge of (or
agreement to assign or pledge) any portion of your Account Value as a
withdrawal of such amount or portion.

Gifting a Policy. If you transfer ownership of your Policy -- without receiving
a payment equal to your Policy's value -- to a person other than your spouse
(or to your former spouse incident to divorce), you will pay tax on your
Account Value to the extent it exceeds your "investment in the contract." In
such a case, the new owner's "investment in the contract" will be increased to
reflect the amount included in your income.

Systematic Withdrawals. In the case of systematic withdrawals, the amount of
each withdrawal should be considered a distribution and taxed in the same
manner as a withdrawal from the Policy.

Taxation of Annuity Payouts. The Code imposes tax on a portion of each annuity
payout (at ordinary income tax rates) and treats a portion as a nontaxable
return of your "investment in the contract." The Company will notify you
annually of the taxable amount of your annuity payout.

                                       63
<PAGE>



Pursuant to the Code, you will pay tax on the full amount of your annuity
payouts once you have recovered the total amount of the "investment in the
contract." If annuity payouts cease because of the death of the Annuitant and
before the total amount of the "investment in the contract" has been recovered,
the unrecovered amount generally will be deductible.

If proceeds are left with us (Optional Payment Plan 4), they are taxed in the
same manner as a surrender. The Owner must pay tax currently on the interest
credited on these proceeds. This treatment could also apply to Plan 3 if the
payee is at an advanced age, such as age 80 or older.

Taxation of Death Benefits. We may distribute amounts from your Policy because
of the death of an Owner, a Joint Owner, or an Annuitant. The tax treatment of
these amounts depends on whether the Owner, Joint Owner, or Annuitant dies
before or after the Policy's Maturity Date.

Before the Policy's Maturity Date:

 . If received under an annuity payout option, death benefits are taxed in the
  same manner as annuity payouts.

 . If not received under an annuity payout option, death benefits are taxed in
  the same manner as a withdrawal.

After the Policy's Maturity Date:

 . If received in accordance with the existing annuity payout option, death
  benefits are excludible from income to the extent that they do not exceed the
  unrecovered "investment in the contract." All annuity payouts in excess of
  the unrecovered "investment in the contract" are includible in income.

 . If received in a lump sum, the tax law imposes tax on death benefits to the
  extent that they exceed the unrecovered "investment in the contract" at that
  time.

Penalty Taxes Payable on Withdrawals, Surrenders, or Annuity Payouts. The Code
may impose a penalty tax equal to 10% of the amount of any payment from your
Policy that is included in your gross income. The Code does not impose the 10%
penalty tax if one of several exceptions applies. These exceptions include
withdrawals, surrenders, or annuity payouts that:

 . you receive on or after you reach age 59 1/2,

 . you receive because you became disabled (as defined in the tax law),

 . a beneficiary receives on or after the death of the Owner, or

                                       64
<PAGE>




 . you receive as a series of substantially equal periodic payments for the life
  (or life expectancy) of the taxpayer.

It is uncertain whether systematic withdrawals will qualify for this last
exception. If they did, any modification of the systematic withdrawals,
including additional partial withdrawals apart from the systematic withdrawals,
could result in certain adverse tax consequences. In addition, a transfer
between Investment Subdivisions may result in payments not qualifying for this
exception.

Special Rules If You Own More Than One Policy. In certain circumstances, you
must combine some or all of the Non-Qualified Policies you own in order to
determine the amount of an annuity payout, a surrender, or a withdrawal that
you must include in income. For example:

 . If you purchase a Policy offered by this Prospectus and also purchase at
  approximately the same time an immediate annuity, the IRS may treat the two
  contracts as one contract.

 . If you purchase two or more deferred annuity contracts from the same life
  insurance company (or its affiliates) during any calendar year, the Code
  treats all such contracts as one contract.

The effects of such aggregation are not clear. However, it could affect:

 . the amount of a surrender, a withdrawal or an annuity payout that you must
  include in income, and

 . the amount that might be subject to the penalty tax described above.

QUALIFIED RETIREMENT PLANS

We also designed the Policies for use in connection with certain types of
retirement plans that receive favorable treatment under the Code. Policies
issued to or in connection with a qualified retirement plan are called
"Qualified Policies." We do not currently offer all of the types of Qualified
Policies described, and may not offer them in the future. Prospective
purchasers should contact our Home Office to learn the availability of
Qualified Policies at any given time.

The Federal income tax rules applicable to qualified retirement plans are
complex and varied. As a result, this Prospectus makes no attempt to provide
more than general information about use of the Policy with the various types of
qualified retirement plans. Persons intending to use the Policy in connection
with a qualified retirement plan should obtain advice from a competent advisor.

Types of Qualified Policies. Some of the different types of Qualified Policies
include:

 . Individual Retirement Accounts and Annuities ("Traditional IRAs")

 . Roth IRAs

                                       65
<PAGE>



 . Simplified Employee Pensions ("SEP's")

 . Savings Incentive Matched Plan for Employees ("SIMPLE plans", including
  "SIMPLE IRAs")

 . Public school system and tax-exempt organization annuity plans ("403(b)
  plans")

 . Qualified corporate employee pension and profit-sharing plans ("401(a)
  plans") and qualified annuity plans ("403(a) plans")

 . Self-employed individual plans ("H.R. 10 plans" or "Keogh Plans")

 . Deferred compensation plans of state and local governments and tax-exempt
  organizations ("457 plans")

Terms of Qualified Retirement Plans and Qualified Policies. The terms of a
qualified retirement plan may affect your rights under a Qualified Policy. When
issued in connection with a qualified retirement plan, we will amend a Policy
as generally necessary to conform to the requirements of the type of plan.
However, the rights of any person to any benefits under qualified retirement
plans may be subject to the terms and conditions of the plans themselves,
regardless of the terms and conditions of the Policy. In addition, we are not
bound by the terms and conditions of qualified retirement plans to the extent
such terms and conditions contradict the Policy, unless we consent.

The Death Benefit and Qualified Policies.  Pursuant to IRS regulations, IRAs
may not invest in life insurance contracts. We do not believe that these
regulations prohibit the Death Benefit, including that provided by the optional
GMDB Rider or the ODB Rider, from being provided under the Policies when we
issue the Policies as Traditional IRAs, Roth IRAs or SIMPLE IRAs. However, the
law is unclear and it is possible that the presence of the Death Benefit under
a Policy issued as a Traditional IRA, Roth IRA or SIMPLE IRA could result in
increased taxes to the Owner.

It is also possible that the Death Benefit could be characterized as an
incidental death benefit. If the Death Benefit were so characterized, this
could result in currently taxable income to purchasers. In addition, there are
limitations on the amount of incidental death benefits that may be provided
under qualified retirement plans, such as in connection with a 403(b) plan.
Even if the Death Benefit under the Policy were characterized as an incidental
death benefit, it is unlikely to violate those limits unless the purchaser also
purchases a life insurance contract in connection with such plan.

Treatment of Qualified Policies Compared With Non-Qualified Policies.  Although
some of the Federal income tax rules are the same for both Qualified and Non-
Qualified Policies, many of the rules are different. For example:

 . The Code generally does not impose tax on the earnings under either Qualified
  or Non-Qualified Policies until received.

                                       66
<PAGE>



 . The Code does not limit the amount of premium payments and the time at which
  premium payments can be made under Non-Qualified Policies. However, the Code
  does limit both the amount and frequency of premium payments made to
  Qualified Policies.

 . The Code does not allow a deduction for premium payments made for Non-
  Qualified Policies, but sometimes allows a deduction or exclusion from income
  for premium payments made to a Qualified Policy.

The Federal income tax rules applicable to qualified retirement plans and
Qualified Policies vary with the type of plan and Policy. For example:

 . Federal tax rules limit the amount of premium payments that can be made, and
  the tax deduction or exclusion that may be allowed for the premium payments.
  These limits vary depending on the type of qualified retirement plan and the
  circumstances of the plan participant, e.g., the participant's compensation.

 . Under most qualified plans, e.g., 403(b) plans and Traditional IRAs, the
  Owner must begin receiving payments from the Policy in certain minimum
  amounts by a certain age, typically age 70 1/2. However, these "minimum
  distribution rules" do not apply to a Roth IRA.

Amounts Received Under Qualified Policies. Amounts are generally subject to
income tax: Federal income tax rules generally include distributions from a
Qualified Policy in your income as ordinary income. Premium payments that are
deductible or excludible from income do not create "investment in the
contract." Thus, under many Qualified Policies there will be no "investment in
the contract" and you include the total amount you receive in your income.
There are exceptions. For example, you do not include amounts received from a
Roth IRA if certain conditions are satisfied.

Additional Federal taxes may be payable in connection with a Qualified
Policy: For example, failure to comply with the minimum distribution rules
applicable to certain qualified retirement plans, such as Traditional IRAs,
will result in the imposition of an excise tax. This excise tax generally
equals 50% of the amount by which a minimum required distribution exceeds the
actual distribution from the qualified retirement plan.

Federal penalty taxes payable on distributions: The Code may impose a penalty
tax equal to 10% of the amount of any payment from your Qualified Policy that
is includible in your income. The Code does not impose the penalty tax if one
of several exceptions apply. The exceptions vary depending on the type of
Qualified Policy you purchase. For example, in the case of an IRA, exceptions
provide that the penalty tax does not apply to a withdrawal, surrender, or
annuity payout:

 . received on or after the Owner reaches age 59 1/2,

                                       67
<PAGE>





 . received on or after the Owner's death or because of the Owner's disability
  (as defined in the tax law),

 . received as a series of substantially equal periodic payments for the life
  (or life expectancy) of the taxpayer, or

 . received as reimbursement for certain amounts paid for medical care.

These exceptions, as well as certain others not described here, generally apply
to taxable distributions from other qualified retirement plans. However, the
specific requirements of the exception may vary.

Moving Money from One Qualified Policy or Qualified Retirement Plan to
Another. Rollovers and Transfers: In many circumstances you may move money
between Qualified Policies and qualified retirement plans by means of a
rollover or a transfer. Special rules apply to such rollovers and transfers. If
you do not follow the applicable rules, you may suffer adverse Federal income
tax consequences, including paying taxes which you might not otherwise have had
to pay. You should always consult a qualified advisor before you move or
attempt to move funds between any Qualified Policy or plan and another
Qualified Policy or plan.

Direct rollovers: The direct rollover rules apply to certain payments (called
"eligible rollover distributions") from section 401(a) plans, section 403(a) or
(b) plans, H.R. 10 plans, and Qualified Policies used in connection with these
types of plans. (The direct rollover rules do not apply to distributions from
IRAs or section 457 plans). The direct rollover rules require Federal income
tax equal to 20% of the eligible rollover distribution to be withheld from the
amount of the distribution, unless the Owner elects to have the amount directly
transferred to certain Qualified Policies or plans.

Prior to receiving an eligible rollover distribution from the Company, we will
provide you with a notice explaining these requirements and how you can avoid
20% withholding by electing a direct rollover.

FEDERAL INCOME TAX WITHHOLDING

We will withhold and remit to the IRS a part of the taxable portion of each
distribution made under a Policy unless the distributee notifies us at or
before the time of the distribution that he or she elects not to have any
amounts withheld. In certain circumstances, Federal income tax rules may
require us to withhold tax. At the time you request a withdrawal, surrender, or
annuity payout, we will send you forms that explain the withholding
requirements.

TAX STATUS OF THE COMPANY

Under existing Federal income tax laws, we do not pay tax on investment income
and realized capital gains of Account 4. We do not anticipate that we will
incur any Federal income tax liability on the income and gains earned by
Account 4. The Company, therefore, does not impose a charge for Federal income
taxes. If Federal

                                       68
<PAGE>


CHANGES IN THE LAW
income tax law changes and we must pay tax on some or all of the income and
gains earned by Account 4, we may impose a charge against Account 4 to pay the
taxes.

This discussion is based on the Code, IRS regulations, and interpretations
existing on the date of this Prospectus. Congress, the IRS, and the courts may
modify these authorities, however, sometimes retroactively.

                                       69
<PAGE>

Voting Rights

As required by law, we will vote the portfolio shares held in Account 4 at
meetings of the shareholders of the Funds. The voting will be done according to
the instructions of Owners who have interests in any Investment Subdivisions
which invest in the portfolios of the Funds. If the 1940 Act or any regulation
under it should be amended, and if as a result we determine that we are
permitted to vote the portfolios' shares in our own right, we may elect to do
so.

We will determine the number of votes which you have the right to cast by
applying your percentage interest in an Investment Subdivision to the total
number of votes attributable to the Investment Subdivision. In determining the
number of votes, we will recognize fractional shares.

We will vote portfolio shares of a class held in an Investment Subdivision for
which we received no timely instructions in proportion to the voting
instructions which we received for all Policies participating in that
Investment Subdivision. We will apply voting instructions to abstain on any
item to be voted on a pro-rata basis to reduce the number of votes eligible to
be cast.

Whenever a Fund calls a shareholders meeting, each person having a voting
interest in an Investment Subdivision will receive proxy voting material,
reports and other materials relating to the relevant portfolio. Since each Fund
may engage in shared funding, other persons or entities besides the Company may
vote Fund shares. See Account 4 -- Investment Subdivisions.

                                       70
<PAGE>

Requesting Payments

To request a payment, you must provide us with notice in a form satisfactory to
us. We will ordinarily pay any Death Benefit, partial surrender, or surrender
proceeds within seven days after receipt at our Home Office of all the
requirements for such a payment. We will determine the amount as of the end of
the Valuation Period during which our Home Office receives all such
requirements.

We may delay making a payment, applying Account Value to a payment plan, or
processing a transfer request if: (1) the disposal or valuation of Account 4's
assets is not reasonably practicable because the New York Stock Exchange is
closed for other than a regular holiday or weekend, trading is restricted by
the SEC, or the SEC declares that an emergency exists; or (2) the SEC, by
order, permits postponement of payment to protect our Owners. We also may defer
making payments attributable to a check that has not cleared (which may take up
to 15 days), and we may defer payment of proceeds from the Guarantee Account
for a withdrawal, surrender, or transfer request for up to six months from the
date we receive the request. The amount deferred will earn interest at a rate
and for a time period not less than the minimum required in the jurisdiction in
which we issued the Policy.

                                       71
<PAGE>

Distribution of the Policies




DISTRIBUTOR

Capital Brokerage Corporation (doing business in Indiana, Minnesota, New
Mexico, and Texas as GE Capital Brokerage Corporation) ("Capital Brokerage") is
the distributor and principal underwriter of the Policies. Capital Brokerage, a
Washington corporation and an affiliate of ours, is located at 6630 W. Broad
St., Richmond, Virginia 23230. Properly licensed registered representatives of
both independent and affiliated broker/dealers (including our affiliate, Terra
Securities Corporation) will sell the Policies. These broker/dealers have
selling agreements with Capital Brokerage and have been licensed by state
insurance departments to represent us. Properly licensed registered
representatives of Capital Brokerage will also sell the Policies. Capital
Brokerage 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. ("NASD"). We will offer the Policies in all states where we are
licensed to do business.

COMMISSIONS

We pay commissions and other expenses associated with the promotion and sales
of the Policies to broker/dealers. Broker/dealers may receive aggregate
commissions of up to 7.00% of your aggregate purchase payments.

Under certain circumstances and in exchange for lower initial commissions,
certain sellers of the Policies may be paid a persistency trail commission
which will take into account, among other things, the length of time purchase
payments have been held under the Policy, and Account Values. A trail
commission is not anticipated to exceed, on an annual basis, 1.00% of the
Account Values considered in connection with the trail commission. We may also
pay override payments, expense allowances, bonuses, wholesaler fees and
training allowances. Registered representatives earn commissions from the
broker/dealer with which they are affiliated and such arrangements may vary. In
addition, registered representatives who meet specified production levels may
qualify, under sales incentive programs adopted by us, to receive non-cash
compensation such as expense-paid trips, expense-paid educational seminars and
merchandise.

Capital Brokerage will receive 12b-1 fees assessed against the Janus Aspen
Series (Service Shares) as compensation for providing certain distribution and
shareholder support services.

                                       72
<PAGE>

Additional Information

Owner Questions

The obligations to Owners under the Policies are ours. Please direct your
questions and concerns to us at our Home Office.

RETURN PRIVILEGE

Within the free-look period after you receive the Policy, you may cancel it for
any reason by delivering or mailing it postage prepaid, to our Home Office,
Annuity New Business, 6610 W. Broad Street, Richmond, Virginia 23230. If you
cancel your Policy, it will be void. Unless state law requires that we return
your premium payments, the amount of the refund you receive will equal the
Account Value less any adjustments required by applicable law or regulation on
the date we receive the Policy, but without reduction for any surrender charge.
If state law requires that we return your premium payments, the amount of the
refund will equal the greater of (1) the Account Value without any surrender
charges, plus any amount deducted from your premium payments before we
allocated them to Account 4 (excluding any charges the portfolios may have
deducted), and (2) the premium payments made less any withdrawals you
previously made. In certain states, you may have more than 10 days to return
the Policy for a refund.

Once we change our allocation procedure with respect to the free-look period
(see Allocation of Premium Payments), the amount of the refund in states that
require that premium payments be returned will equal the premium payments made
less any withdrawals you previously made.

STATE REGULATION

As a life insurance company organized and operated under the laws of the
Commonwealth of Virginia, we are subject to provisions governing life insurers
and to regulation by the Virginia Commissioner of Insurance.

RECORDS AND REPORTS

Our books and accounts are subject to review and examination by the State
Corporation Commission of the Commonwealth of Virginia at all times. That
Commission conducts a full examination of our operations at least every five
years.

As presently required by the 1940 Act and applicable regulations, we are
responsible for maintaining all records and accounts relating to Account 4. At
least once each year, we will send you a report showing information about your
Policy for the period covered by the report. The report will show the Account
Value in each Investment Subdivision. The report also will show premium
payments and charges made during the statement period. We also will send you an
annual and a semi-annual report for each portfolio underlying an Investment
Subdivision to which you have allocated Account Value, as required by the 1940
Act. In addition, when you make premium payments, transfers, or partial
surrenders, you will receive a written confirmation of these transactions.

OTHER INFORMATION

We have filed a registration statement with the SEC, under the Securities Act
of 1933 as amended, for the Policies being offered here. This Prospectus does
not contain all

                                       73
<PAGE>


the information in the registration statement, its amendments and exhibits.
Please refer to the registration statement for further information about
Account 4, the Company, and the Policies offered. Statements in this Prospectus
about the content of Policies and other legal instruments are summaries. For
the complete text of those Policies and instruments, please refer to those
documents as filed with the SEC and available on the SEC's website at
http://www.sec.gov.

LEGAL MATTERS

The Company, like other life insurance companies, is involved in lawsuits,
including class action lawsuits. In some class action and other lawsuits
involving insurance companies, substantial damages have been sought and/or
material settlement payments have been made. Although the Company cannot
predict the outcome of any litigation with certainty, the Company believes that
at the present time there are no pending or threatened lawsuits that are
reasonably likely to have a material adverse impact on it or Account 4.

                                       74
<PAGE>

Condensed Financial Information

Financial statements for Account 4 and consolidated financial statements for GE
Life & Annuity (as well as the auditors' reports thereon) are in the Statement
of Additional Information.

The Accumulation Unit Values and the number of accumulation units outstanding
for each Investment Subdivision for the periods shown are as follows:

                                       75
<PAGE>


<TABLE>
<CAPTION>
                                               Accumulation Accumulation             Accumulation Accumulation
                                               Unit Values  Unit Values    No. of    Unit Values  Unit Values    No. of
                                                  as of        as of     Units as of    as of        as of     Units as of
                    FUNDS                        1/03/00      12/31/99    12/31/99     1/04/99      12/31/98    12/31/98
- --------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>          <C>          <C>         <C>          <C>          <C>
The Alger American Fund
 Alger American Growth Portfolio                  25.72        25.69      8,583,493     19.38        19.48      5,605,283
 Alger American Small Capitalization Portfolio    16.96        17.04      6,310,836     11.93        12.05      6,082,414
Federated Insurance Series
 Federated American Leaders Fund II               17.24        17.58      4,554,700     16.73        16.72      3,955,083
 Federated High Income Bond Fund II               15.29        15.32      3,376,105     15.22        15.19      2,977,691
 Federated Utility Fund II                        18.53        18.87      2,483,985     18.78        18.82      1,950,915
Fidelity Variable Insurance Products Fund
 VIP Equity-Income Portfolio                      40.98        42.08     10,963,577     39.97        40.14     11,335,446
 VIP Growth Portfolio                             71.51        71.67      4,760,717     52.88        52.89      3,818,261
 VIP Overseas Portfolio                           32.43        32.29      1,525,527     23.64        22.96      1,616,956
Fidelity Variable Insurance Products Fund II
 VIP II Asset Manager Portfolio                   29.60        29.86      3,361,601     27.21        27.26      3,176,311
 VIP II Contrafund Portfolio                      31.40        31.91     11,622,130     25.84        26.04     10,085,800
Fidelity Variable Insurance Products Fund III
 VIP III Growth & Income Portfolio                16.70        17.00      5,051,739     15.71        15.80      2,843,815
 VIP III Growth Opportunities Portfolio           15.23        15.51      4,766,024     15.02        15.08      2,958,791
GE Investments Funds, Inc.
 Global Income Fund                               10.45        10.44        291,731     11.50        11.45        285,995
 Income Fund                                      10.30        10.36      2,729,732     10.64        10.66      1,884,740
 International Equity Fund                        18.71        18.60        735,974     15.08        14.48        641,918
 Mid-Cap Value Equity Fund
  (formerly known as Value Equity Fund)           15.58        15.97      3,011,792     13.83        13.81      2,140,000
 Money Market Fund                                15.50        15.50     13,992,458     14.97        14.97      9,232,947
 Premier Growth Equity Fund                       11.53        11.75        802,961
 Real Estate Securities Fund                      14.44        14.65      1,409,644     15.07        14.89      1,753,483
 S&P 500 Index Fund                               57.60        58.17      7,955,210     48.86        48.91      5,187,559
 Total Return Fund                                36.07        36.44      1,884,184     32.72        32.63      1,425,134
 U.S. Equity Fund                                 12.36        12.57      1,613,261     10.62        10.66        180,295
Goldman Sachs Variable Insurance Trust Fund
 Goldman Sachs Growth and Income Fund              9.09         9.20        779,766      8.89         8.85        428,936
 Goldman Sachs Mid Cap Value Fund                  8.19         8.35      1,156,388      8.57         8.55        345,533
Janus Aspen Series
 Aggressive Growth Portfolio                      59.21        58.97      5,067,599     26.24        26.53      3,488,695
 Balanced Portfolio                               23.97        24.24     12,451,725     19.38        19.40      6,060,191
 Capital Appreciation Portfolio                   32.18        32.13      6,407,884     19.72        19.51      1,494,358
 Flexible Income Portfolio                        13.38        13.41      3,172,870     13.38        13.39      1,911,151
 Growth Portfolio                                 35.64        35.98     11,701,274     25.32        25.35      8,827,221
 International Growth Portfolio                   28.74        28.32      4,728,347     16.19        15.76      3,856,210
 Worldwide Growth Portfolio                       47.66        47.11     14,578,854     29.67        29.05     12,554,733
Oppenheimer Variable Account Funds
 Oppenheimer Aggressive Growth Fund/VA            73.96        71.49      2,933,967     39.02        39.49      3,113,007
 Oppenheimer Bond Fund/VA                         20.77        20.88      2,531,310     21.47        21.51      1,976,510
 Oppenheimer Capital Appreciation Fund/VA         61.95        62.71      3,232,987     44.77        44.90      3,012,849
 Oppenheimer High Income Fund/VA                  31.06        31.09      3,792,914     30.29        30.24      3,720,027
 Oppenheimer Multiple Strategies Fund/VA          29.73        29.91      1,504,814     27.30        27.13      1,558,580
PBHG Insurance Series Fund, Inc.
 PBHG Growth II Portfolio                         22.55        22.20      1,242,408     11.28        11.36        839,596
 PBHG Large Cap Growth Portfolio                  24.56        24.57        811,131     14.90        15.08        696,037
Salomon Brothers Variable Series Funds Inc
 Salomon Investors Fund                           13.12        13.36        111,934     12.03        12.14            863
 Salomon Strategic Bond Fund                      10.12        10.13        245,779     10.27        10.24         10,094
 Salomon Total Return Fund                        10.52        10.60        175,544     10.66        10.67         25,915
</TABLE>

                                       76
<PAGE>


<TABLE>
<CAPTION>
                                                Accumulation Accumulation             Accumulation Accumulation
                                                Unit Values  Unit Values    No. of    Unit Values  Unit Values    No. of
                                                   as of        as of     Units as of    as of        as of     Units as of
                     FUNDS                        1/02/98      12/31/97    12/31/97     1/01/96      12/31/96    12/31/96
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>          <C>          <C>         <C>          <C>          <C>
The Alger American Fund
 Alger American Growth Portfolio@                  13.13        13.34      4,380,186      9.63        10.76      2,962,177
 Alger American Small Capitalization Portfolio@    10.47        10.58      5,645,458      9.38         9.63      3,568,152
Federated Insurance Series
 Federated American Leaders Fund II@               14.45        14.42      2,056,691     12.20        13.41      1,130,433
 Federated High Income Bond Fund II                15.01        15.00      1,886,887     11.86        13.37        809,989
 Federated Utility Fund II@                        16.68        16.75      1,325,701       --         11.05        265,832
Fidelity Insurance Products Fund
 VIP Equity-Income Portfolio                       36.54        36.47     10,074,173
 VIP Growth Portfolio                              38.59        38.45      3,614,598     17.87        20.20      2,248,519
 VIP Overseas Portfolio                            20.76        20.65      1,762,588     13.88        16.60      5,493,999
Fidelity Variable Insurance Products Fund II
 VIP II Asset Manager Portfolio                    24.06        24.03      2,678,933       --           --             --
 VIP II Contrafund Portfolio@                      20.29        20.32      8,595,677       --           --             --
Fidelity Variable Insurance Products Fund III
 VIP III Growth & Income Portfolio+                12.38        12.36        976,086
 VIP III Growth Opportunities Portfolio+           12.35        12.28      1,049,540
GE Investments Funds, Inc.
 Global Income Fund+                               10.24        10.24         79,290     13.35        13.88      3,893,379
 Income Fund                                       10.05        10.01        908,249     16.60        16.59        276,196
 International Equity Fund@                        12.57        12.50        614,410     24.52        30.11      1,262,502
 Mid-Cap Value Equity Fund
  (formerly known as Value Equity Fund)+           13.11        13.13        730,616       --           --             --
 Money Market Fund                                 14.43        14.42      4,980,487     22.27        24.29        659,251
 Premier Growth Equity Fund                          --           --                     10.61        11.51        332,403
 Real Estate Securities Fund@                      18.28        18.34      1,478,247     11.59        15.57        428,969
 S&P 500 Index Fund                                38.82        38.68      3,025,140       --           --             --
 Total Return Fund                                 28.37        28.26        928,145       --           --             --
 U.S. Equity Fund                                    --           --                       --           --             --
Goldman Sachs Variable Insurance Trust Fund
 Goldman Sachs Growth and Income Fund                --           --                       --           --             --
 Goldman Sachs Mid Cap Value Fund                    --           --                       --           --             --
Janus Aspen Series
 Aggressive Growth Portfolio                       19.84        20.04      3,442,667     13.41        15.66      4,882,922
 Balanced Portfolio@                               14.66        14.65      2,804,435     16.95        18.04      2,662,051
 Capital Appreciation Portfolio+                   12.51        12.54        163,550     14.91        11.67        682,605
 Flexible Income Portfolio@                        12.49        12.45        869,089       --         18.97      5,146,187
 Growth Portfolio                                  18.98        18.95      7,270,898     10.62        12.17        992,496
 International Growth Portfolio+                   13.65        13.63      3,001,600     10.48        11.29        325,169
 Worldwide Growth Portfolio                        22.98        22.85     10,111,685       --           --             --
Oppenhimer Variable Account Funds
 Oppenheimer Aggressive Growth Fund/VA             36.75        36.72      2,462,359     24.31        27.63      1,715,755
 Oppenheimer Bond Fund/VA                          20.54        20.42        994,017     18.35        18.96        707,097
 Oppenheimer Capital Appreciation Fund/VA          35.33        35.64      3,176,448     27.31        32.37      2,121,294
 Oppenheimer High Income Fund/VA                   30.60        30.57      2,934,974     23.81        29.40      1,091,602
 Oppenheimer Multiple Strategies Fund/VA           25.90        25.80      1,200,126     19.60        22.32        748,002
PBHG Insurance Series Fund, Inc.
 PBHG Growth II Portfolio+                         10.52        10.65        576,010       --           --             --
 PBHG Large Cap Growth Portfolio+                  11.61        11.71        346,833       --           --             --
Salomon Brothers Variable Series Funds Inc
 Salomon Investors Fund                            24.06        24.03      2,678,933     25.62        28.87      7,041,867
 Salomon Strategic Bond Fund                       20.29        20.32      8,595,677     27.93        31.58      3,026,574
 Salomon Total Return Fund                                                               16.82        18.78      1,557,443
</TABLE>

                                       77
<PAGE>


<TABLE>
<CAPTION>
                                         Accumulation Accumulation             Accumulation Accumulation
                                         Unit Values  Unit Values    No. of    Unit Values  Unit Values    No. of
                                            as of        as of     Units as of    as of        as of     Units as of
                 FUNDS                     1/03/95      12/31/95    12/31/95     7/21/94      12/31/94    12/31/94
- --------------------------------------------------------------------------------------------------------------------
<S>                                      <C>          <C>          <C>         <C>          <C>          <C>
The Alger American Fund
 Alger American Growth@                       --          9.63        312,011       --           --            --
 Alger American Small Capitalization@         --          9.38        401,258       --           --            --
Federated Insurance Series
 Federated American Leaders II                --           --             --        --           --            --
 Federated High Income Bond II@               --         11.86        123,152       --           --            --
 Federated Utility II@                        --         12.20        463,476       --           --            --
Fidelity Variable Insurance Products Fund
 VIP Equity-Income                          19.56        25.62      3,119,975     18.71        19.23       276,392
 VIP Growth                                 21.27        27.93      1,525,015     19.45        20.92       141,845
 VIP Overseas                               15.82        16.82        829,371     16.18        15.55       197,672
Fidelity Variable Insurance Products Fund II
 VIP II Asset Manager                       15.70        17.87      1,469,667     15.80        15.50       450,885
 VIP II Contrafund@                           --         13.88      2,007,948       --           --            --
Fidelity Variable Insurance Products Fund III
 VIP III Growth and Income +                  --           --             --        --           --            --
 VIP III Growth Opportunities +               --           --             --        --           --            --
GE Investments Funds, Inc.
 Global Income+                               --           --             --        --           --            --
 Government Securities                      14.61        16.60        153,756     14.47        14.38           889
 Income                                       --           --             --        --           --            --
 International Equity@                        --         10.61         47,044       --           --            --
 Mid-Cap Value Equity Fund
  (formerly known as Value Equity Fund)+      --           --             --        --           --            --
 Money Market                               13.01        13.35      1,508,360     12.61        12.79        75,600
 Real Estate Securities@                      --         11.59         34,477       --           --            --
 S&P 500 Index                              18.58        24.52        400,009     17.96        18.27        10,408
 Total Return                               17.94        22.27        252,584     17.15        17.65        12,498
 U.S. Equity                                  --           --             --        --           --            --
Goldman Sachs Variable Insurance Trust Fund
 Goldman Sachs Growth and Income              --           --             --        --           --            --
 Goldman Sachs Mid Cap Equity                 --           --             --        --           --            --
Janus Aspen Series
 Aggressive Growth                          13.53        16.95      1,251,004     11.51        13.48       169,799
 Balanced@                                    --         10.62         73,538       --           --            --
 Capital Appreciation+                        --           --             --        --           --            --
 Flexible Income@                             --         10.48         36,272       --           --            --
 Growth                                     10.48        13.41      1,875,640     10.30        10.44       159,068
 International Growth+                        --           --             --
 Worldwide Growth                           11.91        14.91      1,227,070     11.63        11.87       117,700
Oppenheimer Variable Account Funds
 Oppenheimer Aggressive Growth              21.25        27.31        582,579     19.39        20.90        68,052
 Oppenheimer Bond                           16.17        18.35        275,480     16.08        15.90        11,655
 Oppenheimer Growth                         17.97        23.81        423,764     16.88        17.67        12,276
 Oppenheimer High Income                    20.83        24.31        561,144     20.99        20.49        77,818
 Oppenheimer Multiple Strategies            17.66        19.60        256,681     16.27        16.38        26,302
PBHG Insurance Series Fund, Inc.
 PBHG Growth II+                              --           --             --        --           --            --
 PBHG Large Cap Growth+                       --           --             --        --           --            --
</TABLE>
+ Unit Values are not shown for the Investment Subdivisions investing in these
  portfolios, as they were not available to Account 4 Owners during the periods
  shown.
@ Accumulation Unit Values as of 1/31/95 are not shown for the Investment
  Subdivisions investing in these portfolios as they were not available to
  Account 4 Owners at that time.

                                       78
<PAGE>

Appendix A

Policy Form P1143 4/94
The purpose of this Appendix is to show certain benefits for Policies issued on
Policy Form P1143 4/94.

DEATH BENEFIT AT DEATH OF ANNUITANT

For Policies issued before May 1, 1997 (unless applicable state regulation
requires a later date), if the Annuitant was age 80 or younger on the Policy
Date, and dies prior to the Maturity Date while the Policy is in force, the
Designated Beneficiary may elect a Death Benefit within 90 days of the date of
such death.

During the first six Policy years, the Death Benefit will be the greater of:
(1) the total premium payments made, reduced by any applicable premium tax and
any partial surrenders plus their applicable surrender charge, and (2) the
Account Value on the date we receive due proof of death.

During subsequent six year periods, the Death Benefit will be the greater of:
(1) the Death Benefit on the last day of the previous six year period, plus any
premium payments made since then, reduced by any applicable premium tax and any
partial surrenders plus their applicable surrender charges since then, and (2)
the Account Value on the date we receive due proof of death.

If the request for payment of the Death Benefit occurs more than 90 days after
the date of the Annuitant's death, and/or if the deceased Annuitant was age 81
or older on the Policy Date, we will pay the Surrender Value instead of the
Death Benefit.

For Policies issued on or after May 1, 1997 (unless applicable state regulation
requires a later date), if the Annuitant dies before income payments begin, the
Designated Beneficiary may elect to surrender the Policy for a Death Benefit by
notifying us of such election within 90 days of the date of the Annuitant's
death. (This election may not be available in all states.) If notification
occurs more than 90 days after the date of the Annuitant's death, we will pay
the Surrender Value instead of the Death Benefit.

The Death Benefit will be the greater of (1) the minimum Death Benefit
(described below); or (2) the Account Value on the date we receive due proof of
death of the annuitant. During the first six Policy Years, or if the Annuitant
was age 81 or older on the Policy Date, the minimum death benefit is the total
of premiums paid, less adjustments for any partial surrenders. During any
subsequent six year period if the Annuitant was age 80 or younger on the Policy
Date, the minimum death benefit will be the Death Benefit on the last day of
the previous six year period, plus any premiums paid since that day, less
adjustments for any partial surrenders since that day.

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

                                      A-1
<PAGE>



OPTIONAL GUARANTEED MINIMUM DEATH BENEFIT

If an Annuitant dies before the Maturity Date while the optional Guaranteed
Minimum Death Benefit is in effect, the Designated Beneficiary may elect the
Death Benefit described below within 90 days of the date of such death. If we
pay this Death Benefit, the Policy will terminate, and we will have no further
obligation under the Policy. The optional Guaranteed Minimum Death Benefit may
not be available in all states or markets.

The Death Benefit under the optional Guaranteed Minimum Death Benefit Rider
will be the greater of: (1) the Death Benefit described immediately above under
"Death Benefit at Death of Annuitant" (above), and (2) the greater of (A) the
optional Guaranteed Minimum Death Benefit, and (B) the Account Value of the
Policy on the date we received proof of the Annuitant's death, or, if later,
the date of the request. The optional Guaranteed Minimum Death Benefit is, on
the Policy Date, equal to the premium payments made. At the end of each
Valuation Period after such date, the optional Guaranteed Minimum Death Benefit
is the lesser of: (1) the total of all premiums received, multiplied by two,
less the amount of any partial surrenders made prior to or during that
Valuation Period; or (2) the optional Guaranteed Minimum Death Benefit at the
end of the preceding Valuation Period, increased as specified below, plus any
additional premium payments during the current Valuation Period and less any
partial surrenders plus their applicable surrender charges during the current
Valuation Period.

We will calculate the amount of the increase for the Valuation Period by
applying a factor to the optional Guaranteed Minimum Death Benefit at the end
of the preceding Valuation Period. Until the anniversary on which the Annuitant
attains age 80, we determine the factor for each Valuation Period at an
effective annual rate of 6%, except that with respect to amounts invested in
certain Investment Subdivisions shown in the Policy, the increase factor will
be calculated as the lesser of: (1) the net investment factor for the Valuation
Period, minus one, and (2) a factor for the Valuation Period equivalent to an
effective annual rate of 6%. Currently, these Investment Subdivisions include
only the Money Market Investment Subdivision. With respect to amounts allocated
to the Guarantee Account, we replace Item (1) above with a factor for the
Valuation Period equivalent to the credited rate(s) applicable to such amounts.

If you elect the optional Guaranteed Minimum Death Benefit Rider, the rider is
effective on the Policy Date and will remain in effect while the Policy is in
force and before income payments begin, or until the Policy Anniversary
following the date of receipt of your request to terminate the rider. There
will be a charge made each year for expenses related to the Death Benefit
available under the terms of the optional Guaranteed Minimum Death Rider. See
Charges for Optional Death Benefits. Amounts payable under the optional
Guaranteed Minimum Death Benefit Rider are subject to the distribution rules.

                                      A-2
<PAGE>






OPTIONAL DEATH BENEFIT RIDER

The Optional Death Benefit Rider provides for an annual step-up in the Death
Benefit. If an Annuitant dies before the Maturity Date while the Optional Death
Benefit Rider is in effect, the Designated Beneficiary may elect the Death
Benefit described below within 90 days of the date of such death. If we pay
this Death Benefit, the Policy will terminate, and we will have no further
obligation under the Policy. The Optional Death Benefit Rider may not be
available in all states or markets.

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

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

SURRENDER CHARGE

If you elect the Optional Death Benefit Rider, the rider is effective on the
Policy Date (unless another effective date is shown on the Policy data pages).
It will remain in effect while the Policy is in force and before income
payments begin, or until the Policy Anniversary following the date of receipt
of the Owner's request to terminate the rider. There will be a charge made each
year for expenses related to the Death Benefit available under the terms of the
Optional Death Benefit Rider. See Charges for Optional Death Benefits. Amounts
payable under the Optional Death Benefit Rider are subject to the distribution
rules.

For Policies issued before May 1, 1998, or until the necessary endorsement is
approved, if later, we deduct surrender charges from the amount surrendered.
All or part of the amount surrendered may be subject to charge. We consider any
amount subject to charge a surrender of premium payments. We determine
surrender charges using the assumption that premium payments are surrendered on
a first-in first-out basis, up to the amount surrendered. For each such premium
payment, the charge is a percentage of the premium payment (or portion thereof)
surrendered.

REDUCED CHARGES ON CERTAIN SURRENDERS

For Policies issued before May 1, 1998, or until the necessary endorsement is
approved, if later, no surrender charge applies to the first surrender of the
policy year, if the amount surrendered is not more than 10% of the Account
Value at the end of the Valuation Period during which the surrender request is
received. If the first

                                      A-3
<PAGE>


surrender of the Policy year is a full surrender, or a partial surrender of
more than 10% of the Account Value, no surrender charge will apply to a portion
of the amount surrendered equal to 10% of the Account Value. Any remaining
portion of the amount surrendered may be subject to surrender charges, as
described above. If the first surrender of the Policy year is less than an
amount equal to 10% of the Account Value, you may elect to receive additional
partial surrenders without surrender charges until the total amount withdrawn
during that Policy year reaches that amount. For instance, if your Account
Value is $10,000 and you withdraw $500, you may withdraw an additional $500
during that year without surrender charge. The amount subject to charge will
not exceed the amount surrendered.

WAIVER OF SURRENDER CHARGES IN THE EVENT OF HOSPITAL OR NURSING FACILITY
CONFINEMENT.

We will waive surrender charges arising from a full surrender or one or more
partial surrenders occurring before income payments begin if:

 . An Annuitant is, or has been confined to a state licensed or legally operated
  hospital or inpatient nursing facility for at least 30 consecutive days;

 . Such confinement begins at least one year after the Policy Date;

 . An Annuitant was age 80 or younger on the Policy Date; and

 . We receive the request for the full or partial surrender, together with proof
  of such confinement, in our Home Office while the Annuitant is confined or
  within 90 days after discharge from the facility.

For purposes of this provision, Annuitant means either the Annuitant, or Joint
Annuitant, whichever is applicable.

The waiver of surrender charges in the event of hospital or nursing facility
confinement may not be available in all states or all markets.

                                      A-4
<PAGE>

Appendix B

Standardized Performance Data

We may advertise the historical total returns for the Investment Subdivisions
according to SEC standards. These standards are discussed in the Statement of
Additional Information. The total return for an Investment Subdivision assumes
that an investment has been held in the Investment Subdivision for various
periods of time including a period measured from the date on which the
particular portfolio was first available in Separate Account 4. When a
portfolio has been available for one, five, and ten years, we will provide the
total return for these periods, adjusted to reflect current Investment
Subdivision charges. The total return quotations represent the average annual
compounded rates of return that an initial investment of $1,000 in that
Investment Subdivision would equal as of the last day of each period.

In Table 1, we show the standardized average annual total returns of the
Investment Subdivisions for periods from the date on which a particular
portfolio was first available in Separate Account 4 to December 31, 1999, and
for the one, five and ten year periods ended December 31, 1999. Although the
Policy did not exist during the periods shown in Table 1 below, the returns of
the Investment Subdivisions shown have been adjusted to reflect current
Investment Subdivision charges imposed under the Policy. The total returns
shown in Table 1 reflect the deduction all fees and charges assessed under the
Policy, that is, the portfolio expenses, the mortality and expense risk charge
(deducted daily at an effective annual rate of 1.25% of Account Value), the
administrative expense charge (deducted daily at an effective annual rate of
 .15% of Account Value), the annual policy maintenance charge of $25, and the
surrender charge. We assume that you make a complete surrender of the Policy at
the end of the period; therefore, we deduct the surrender charge.

                                      B-1
<PAGE>

                                    Table 1

                           Standardized Total Returns

<TABLE>
<CAPTION>
                             For the  For the  For the   From the
                              1-year   5-year  10-year   Inception    Date of
                              period   period   period  in Separate  Inception
                              ended    ended    ended   Account to  In Separate
                             12/31/99 12/31/99 12/31/99  12/31/99    Account*
- -------------------------------------------------------------------------------
<S>                          <C>      <C>      <C>      <C>         <C>
The Alger American Fund
 Alger American Growth
  Portfolio                    26.34      NA       NA      24.32     10/02/95
 AlgerAmerican Small
  Capitalization Portfolio     35.87      NA       NA      12.67     10/02/95
Federated Insurance Series
 Federated American Leaders
  Fund II                      -0.33      NA       NA      15.52     05/01/96
 Federated High Income Bond
  Fund II                      -4.63      NA       NA       8.30     01/04/95
 Federated Utility Fund II     -5.23      NA       NA      13.02     01/04/95
Fidelity Variable Insurance
 Products Fund
 VIP Equity-Income
  Portfolio                    -0.66   16.45    12.78      13.00     05/02/88
 VIP Growth Portfolio          29.98   27.52    18.14      18.27     05/02/88
 VIP Overseas Portfolio        35.09   15.21     9.76      10.46     05/02/88
Fidelity Variable Insurance
 Products Fund II
 VIP II Asset Manager
  Portfolio                     4.03   13.47    11.46      11.15     10/03/89
 VIP II Contrafund
  Portfolio                    17.00      NA       NA      25.77     01/04/95
Fidelity Variable Insurance
 Products Fund III
 VIP III Growth & Income
  Portfolio                     2.13      NA       NA      20.41     05/01/97
 VIP III Growth
  Opportunities Portfolio      -2.69      NA       NA      16.18     05/01/97
GE Investments Funds, Inc.
 Global Income Fund           -14.28      NA       NA      -0.49     05/01/97
 Income Fund                   -8.30      NA       NA      -1.05     12/12/97
 International Equity Fund     22.98      NA       NA      13.62     05/01/95
 Mid-Cap Value Equity Fund     10.11      NA       NA      17.52     05/01/97
 (formerly known as Value
  Equity Fund)
 Money Market Fund             -1.98    3.18     3.30       3.72     05/02/88
 Premier Growth Equity Fund       NA      NA       NA         NA     05/03/99
 Real Estate Securities
  Fund                         -7.11      NA       NA       7.83     05/01/95
 S&P 500 Index Fund            13.41   25.65    15.99      16.18     05/02/88
 Total Return Fund              6.16   15.08    11.34      11.60     05/02/88
 U.S. Equity Fund              12.42      NA       NA      11.57     05/01/98
Goldman Sachs Variable
 Insurance Trust
 Goldman Sachs Growth and
  Income Fund                  -1.57      NA       NA      -8.41     05/01/98
 Goldman Sachs Mid Cap
  Value Fund                   -7.83      NA       NA     -13.85     05/01/98
Janus Aspen Series
 Aggressive Growth
  Portfolio                   116.64   33.97       NA      32.40     09/13/93
 Balanced Portfolio            19.46      NA       NA      22.61     10/02/95
 Capital Appreciation
  Portfolio                    59.10      NA       NA      53.71     05/01/97
 Flexible Income Portfolio     -5.32      NA       NA       6.35     10/02/95
 Global Life Sciences
  Portfolio**
 Global Technology
  Portfolio**
 Growth Portfolio              36.43   27.67       NA      22.41     09/13/93
 International Growth
  Portfolio                    74.15      NA       NA      31.97     05/01/96
 Worldwide Growth Portfolio    56.59   31.36       NA      27.76     09/13/93
Oppenheimer Variable
 Account Funds
 Oppenheimer Aggressive
  Growth Fund/VA               75.46   27.49    18.63      18.25     05/02/88
 Oppenheimer Bond Fund/VA      -8.39    4.91     6.15       6.60     05/02/88
 Oppenheimer Capital
  Appreciation Fund/VA         34.14   28.44    16.69      16.96     05/02/88
 Oppenheimer High Income
  Fund/VA                      -2.67    8.07    10.97      10.36     05/02/88
 Oppenheimer Multiple
  Strategies Fund/VA            4.73   12.23     9.18       9.86     05/02/88
PBHG Insurance Series Fund,
 Inc.
 PBHG Growth II Portfolio      89.84      NA       NA      33.44     05/01/97
 PBHG Large Cap Growth
  Portoflio                    57.35      NA       NA      38.74     05/01/97
Salomon Brothers Variable
 Series Funds Inc
 Salomon Investors Fund         4.58      NA       NA      22.41     10/12/98
 Salomon Strategic Bond
  Fund                         -6.53      NA       NA      -3.53     10/12/98
 Salomon Total Return Fund     -6.13      NA       NA       0.33     10/12/98
- -------------------------------------------------------------------------------
</TABLE>
Yield more closely reflects current earnings of the GE Investments Funds,
Inc.'s Money Market Fund than its total return.
* Date on which a particular portfolio was first available in Separate Account
  4. As Separate Account 4 is also used for other variable annuities offered by
  GE Life & Annuity, this date may be different from the date the portfolio was
  first available in this product.
** Investment Subdivision has not yet been made available to the Separate
   Account.

Past performance is not a guarantee of future results.

                                      B-2
<PAGE>

Non-standardized Performance Data

In addition to the standardized data discussed above, we may also show similar
performance data for other periods.

We may from time to time also advertise or disclose average annual total return
or other performance data in non-standardized formats for the Investment
Subdivisions. The non-standardized performance data may make different
assumptions regarding the amount invested, the time periods shown, or the
effect of partial surrenders or income payments.

All non-standardized performance data will be advertised only if we also
disclose the standardized performance data as shown in Table 1.

Adjusted Historical Performance Data. We may disclose historic performance data
for the portfolios since their inception reduced by some or all of the fees and
charges under the Policy. Such adjusted historic performance includes data that
precedes the date on which a particular portfolio was first available in
Separate Account 4. This data is designed to show the performance that would
have resulted if the Policy had been in existence during that time, based on
the portfolio's performance. This data assumes that the Investment Subdivisions
available under the Policy were in existence for the same period as the
portfolio with a level of charges equal to those currently assessed under the
Policy. This data is not intended to indicate future performance.

Based on the method of calculation described in the Statement of Additional
Information, the adjusted historic average annual total returns for the
portfolios for periods from the time a particular portfolio was first available
in Separate Account 4 to December 31, 1999, and for the one, five and ten year
periods ended December 31, 1999 is shown in Tables 2 and 3, below. The total
returns of the portfolios have been reduced by all charges currently assessed
under the Policy, as if the Policy had been in existence since the inception of
the portfolio. In Table 2, adjusted total returns for the portfolios reflect
deductions of all fees and charges under the Policy, including the mortality
and expense risk charge (deducted daily at an effective annual rate of 1.25% of
Account Value), the administrative expense charge (deducted daily at an
effective annual rate of .15% of Account Value), the annual policy maintenance
charge of $25, and the surrender charge. In Table 2, we assume that you make a
complete surrender of the Policy at the end of the period, therefore we deduct
the surrender charge. In Table 3, we assume that you do not surrender the
Policy, and we do not deduct the surrender charge.

                                      B-3
<PAGE>

                                    Table 2

Adjusted Historical Performance Data assuming surrender at the end of the
applicable time period.

<TABLE>
<CAPTION>
                                           For the  For the  For the
                                            1-year   5-year  10-year
                                            period   period   period  Portfolio
                                            ended    ended    ended   Inception
                                           12/31/99 12/31/99 12/31/99   Date*
- -------------------------------------------------------------------------------
<S>                                        <C>      <C>      <C>      <C>
The Alger American Fund
 Alger American Growth Portfolio             26.34   28.72    21.05   01/09/89
 Alger American Small Capitalization
  Portfolio                                  35.87   20.47    16.45   09/21/88
Federated Insurance Series
 Federated American Leaders Fund II          -0.33   19.79       NA   02/10/94
 Federated High Income Bond Fund II          -4.63    8.30       NA   03/01/94
 Federated Utility Fund II                   -5.23   13.08       NA   02/10/94
Fidelity Variable Insurance Products Fund
 VIP Equity-Income Portfolio                 -0.66   16.45    12.78   10/09/86
 VIP Growth Portfolio                        29.98   27.52    18.14   10/09/86
 VIP Overseas Portfolio                      35.09   15.21     9.76   01/28/87
Fidelity Variable Insurance Products Fund
 II
 VIP II Asset Manager Portfolio               4.03   13.47    11.46   09/06/89
 VIP II Contrafund Portfolio                 17.00      NA       NA   01/03/95
Fidelity Variable Insurance Products Fund
 III
 VIP III Growth & Income Portfolio            2.13      NA       NA   12/31/96
 VIP III Growth Opportunities Portfolio      -2.69      NA       NA   01/03/95
GE Investments Funds, Inc.
 Global Income Fund                         -14.28      NA       NA   05/01/97
 Income Fund                                 -8.30      NA       NA   01/02/95
 International Equity Fund                   22.98      NA       NA   05/01/95
 Mid-Cap Value Equity Fund                   10.11      NA       NA   05/01/97
 (formerly known as Value Equity Fund)
 Money Market Fund                           -1.98    3.18     3.30   06/30/85
 Premier Growth Equity Fund                     NA      NA       NA   12/12/97
 Real Estate Securities Fund                 -7.11      NA       NA   05/01/95
 S&P 500 Index Fund                          13.41   25.65    15.99   04/14/85
 Total Return Fund                            6.16   15.08    11.34   07/01/85
 U.S. Equity Fund                            12.42      NA       NA   01/02/95
Goldman Sachs Variable Insurance Trust
 Goldman Sachs Growth and Income Fund        -1.57      NA       NA   01/12/98
 Goldman Sachs Mid Cap Value Fund            -7.83      NA       NA   04/30/98
Janus Aspen Series
 Aggressive Growth Portfolio                116.64   33.97       NA   09/13/93
 Balanced Portfolio                          19.46   22.50       NA   09/13/93
 Capital Appreciation Portfolio              59.10      NA       NA   05/01/97
 Flexible Income Portfolio                   -5.32    8.70       NA   09/13/93
 Global Life Sciences Portfolio
 Global Technology Portfolio
 Growth Portfolio                            36.43   27.67       NA   09/13/93
 International Growth Portfolio              74.15   31.01       NA   05/02/94
 Worldwide Growth Portfolio                  56.59   31.36       NA   09/13/93
Oppenheimer Variable Account Funds
 Oppenheimer Aggressive Growth Fund/VA       75.46   27.49    18.63   08/15/86
 Oppenheimer Bond Fund/VA                    -8.39    4.91     6.15   04/03/85
 Oppenheimer Capital Appreciation Fund/VA    34.14   28.44    16.69   04/03/85
 Oppenheimer High Income Fund/VA             -2.67    8.07    10.97   04/30/86
 Oppenheimer Multiple Strategies Fund/VA      4.73   12.23     9.18   02/09/87
PBHG Insurance Series Fund, Inc.
 PBHG Growth II Portofolio                   89.84      NA       NA   05/01/97
 PBHG Large Cap Growth Portfolio             57.35      NA       NA   05/01/97
Salomon Brothers Variable Series Funds
 Inc
 Salomon Investors Fund                       4.58      NA       NA   02/17/98
 Salomon Strategic Bond Fund                 -6.53      NA       NA   02/17/98
 Salomon Total Return Fund                   -6.13      NA       NA   02/17/98
- -------------------------------------------------------------------------------
</TABLE>
Yield more closely reflects current earnings of the GE Investments Funds,
Inc.'s Money Market Fund than its total return.

* Date on which a particular portfolio was declared effective by the SEC; this
  date may be different from the date the portfolio was first available in the
  Separate Account. Past performance is not a guarantee of future results.
  Returns for a period of less than one year are not annualized.

                                      B-4
<PAGE>

                                    Table 3

Adjusted Historical Performance Data assuming no surrender at the end of the
applicable time period.

<TABLE>
<CAPTION>
                                           For the  For the  For the
                                            1-year   5-year  10-year
                                            period   period   period  Portfolio
                                            ended    ended    ended   Inception
                                           12/31/99 12/31/99 12/31/99   Date*
- -------------------------------------------------------------------------------
<S>                                        <C>      <C>      <C>      <C>
The Alger American Fund
 Alger American Growth Portfolio             31.88   29.11    21.17   01/09/89
 Alger American Small Capitalization
  Portfolio                                  41.41   20.93    16.56   09/21/88
Federated Insurance Series
 Federated American Leaders Fund II           5.18   20.26       NA   02/10/94
 Federated High Income Bond Fund II           0.88    8.93       NA   03/01/94
 Federated Utility Fund II                    0.27   13.63       NA   02/10/94
Fidelity Variable Insurance Products Fund
 VIP Equity-Income Portfolio                  4.84   16.95    12.89   10/09/86
 VIP Growth Portfolio                        35.52   27.92    18.26   10/09/86
 VIP Overseas Portfolio                      40.64   15.73     9.87   01/28/87
Fidelity Variable Insurance Products Fund
 II
 VIP II Asset Manager Portfolio               9.54   14.01    11.57   09/06/89
 VIP II Contrafund Portfolio                 22.52      NA       NA   01/03/95
Fidelity Variable Insurance Products Fund
 III
 VIP III Growth & Income Portfolio            7.64      NA       NA   12/31/96
 VIP III Growth Opportunities Portfolio       2.81      NA       NA   01/03/95
GE Investments Funds, Inc.
 Global Income Fund                          -8.79      NA       NA   05/01/97
 Income Fund                                 -2.80      NA       NA   01/02/95
 International Equity Fund                   28.51      NA       NA   05/01/95
 Mid-Cap Value Equity Fund                   15.63      NA       NA   05/01/97
 (formerly known as Value Equity Fund)
 Money Market Fund                            3.52    3.91     3.41   06/30/85
 Premier Growth Equity Fund                     NA      NA       NA   12/12/97
 Real Estate Securities Fund                 -1.61      NA       NA   05/01/95
 S&P 500 Index Fund                          18.93   26.06    16.10   04/14/85
 Total Return Fund                           11.67   15.61    11.45   07/01/85
 U.S. Equity Fund                            17.94      NA       NA   01/02/95
Goldman Sachs Variable Insurance Trust
 Goldman Sachs Growth and Income Fund         3.94      NA       NA   01/12/98
 Goldman Sachs Mid Cap Value Fund            -2.33      NA       NA   04/30/98
Janus Aspen Series
 Aggressive Growth Portfolio                122.26   34.33       NA   09/13/93
 Balanced Portfolio                          24.99   22.94       NA   09/13/93
 Capital Appreciation Portfolio              64.67      NA       NA   05/01/97
 Flexible Income Portfolio                    0.18    9.32       NA   09/13/93
 Global Life Sciences Portfolio
 Global Technology Portfolio
 Growth Portfolio                            41.97   28.07       NA   09/13/93
 International Growth Portfolio              79.73   31.39       NA   05/02/94
 Worldwide Growth Portfolio                  62.15   31.73       NA   09/13/93
Oppenheimer Variable Account Funds
 Oppenheimer Aggressive Growth Fund/VA       81.04   27.89    18.74   08/15/86
 Oppenheimer Bond Fund/VA                    -2.90    5.60     6.26   04/03/85
 Oppenheimer Capital Appreciation Fund/VA    39.68   28.83    16.81   04/03/85
 Oppenheimer High Income Fund/VA              2.83    8.70    11.08   04/30/86
 Oppenheimer Multiple Strategies Fund/VA     10.24   12.80     9.28   02/09/87
PBHG Insurance Series Fund, Inc.
 PBHG Growth II Portofolio                   95.43      NA       NA   05/01/97
 PBHG Large Cap Growth Portfolio             62.91      NA       NA   05/01/97
Salomon Brothers Variable Series Funds
 Inc
 Salomon Investors Fund                      10.09      NA       NA   02/17/98
 Salomon Strategic Bond Fund                 -1.03      NA       NA   02/17/98
 Salomon Total Return Fund                   -0.63      NA       NA   02/17/98
- -------------------------------------------------------------------------------
</TABLE>
Yield more closely reflects current earnings of the GE Investments Funds,
Inc.'s Money Market Fund than its total return.

* Date on which a particular portfolio was declared effective by the SEC; this
  date may be different from the date the portfolio was first available in the
  Separate Account. Past performance is not a guarantee of future results.
  Returns for a period of less than one year are not annualized.

                                      B-5
<PAGE>


Statement of Additional Information
Table of Contents

<TABLE>
<CAPTION>
                                                                            Page
- --------------------------------------------------------------------------------
<S>                                                                         <C>
The Policies...............................................................   3
 Transfer of Annuity Units.................................................   3
 Net Investment Factor.....................................................   3
 Termination of Participation Agreements...................................   4
 Calculation of Performance Data...........................................   5
 Money Market Investment Subdivision.......................................   5
 Other Investment Subdivisions.............................................   6
 Other Performance Data....................................................   8
Federal Tax Matters........................................................   9
 Taxation of GE Life & Annuity.............................................   9
 IRS Required Distributions................................................   9
General Provisions.........................................................  11
 Using the Policies as Collateral..........................................  11
 The Beneficiary...........................................................  11
 Non-Participating.........................................................  11
 Misstatement of Age or Sex................................................  11
 Incontestability..........................................................  11
 Statement of Values.......................................................  11
 Written Notice............................................................  11
 Distribution of the Policies..............................................  11
 Legal Developments Regarding Employment-Related Benefit Plans.............  12
 Legal Matters.............................................................  12
 Experts...................................................................  12
 Financial Statements......................................................  12
</TABLE>
<PAGE>


A Statement of Additional Information containing more detailed information
about the Policy and Account 4 is available free by writing us at the address
below or by calling (800) 352-9910.

To GE Life & Annuity
Annuity New Business
6610 W. Broad Street
Richmond, VA 23230

Please mail a copy of the Statement of Additional Information for Separate
Account 4, Policy Form P1150 10/98 or P1143 4/94 to:

Name ___________________________________________________________________________

Address ________________________________________________________________________
     Street

    __________________________________________________________________________
     City                State          Zip

Signature of Requestor _________________________________________________________
                 Date
<PAGE>


                                     PART B

                      GE Life & Annuity Separate Account 4
                      Statement of Additional Information
                                    For the
               Flexible Premium Variable Deferred Annuity Policy
                                Form P1150 10/98
                                Form P1143 4/94

                                   Offered by
                     GE Life and Annuity Assurance Company
                         (A Virginia Stock Corporation)
                              6610 W. Broad Street
                            Richmond, Virginia 23230

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

This Statement of Additional Information expands upon subjects discussed in the
current Prospectus for the above-named Flexible Premium Variable Deferred
Annuity Policy ("Policy") offered by GE Life and Annuity Assurance Company. You
may obtain a copy of the Prospectus dated May 1, 2000 by calling (800) 352-
9910, by writing to GE Life and Annuity Assurance Company, 6610 W. Broad
Street, Richmond, Virginia 23230, or by accessing the SEC's website at
http://www.sec.gov. Terms used in the current Prospectus for the Policy are
incorporated in this Statement.

This Statement of Additional Information is not a Prospectus and should be read
only in conjunction with the Prospectuses for the Policy and the Funds.

Dated May 1, 2000

                                       1
<PAGE>


Statement of Additional Information
Table of Contents

<TABLE>
<CAPTION>
                                                                            Page
- --------------------------------------------------------------------------------
<S>                                                                         <C>
The Policies...............................................................   3
 Transfer of Annuity Units.................................................   3
 Net Investment Factor.....................................................   3
 Termination of Participation Agreements...................................   4
 Calculation of Performance Data...........................................   5
 Money Market Investment Subdivision.......................................   5
 Other Investment Subdivisions.............................................   6
 Other Performance Data....................................................   8
Federal Tax Matters........................................................   9
 Taxation of GE Life & Annuity.............................................   9
 IRS Required Distributions................................................   9
General Provisions.........................................................  11
 Using the Policies as Collateral..........................................  11
 The Beneficiary...........................................................  11
 Non-Participating.........................................................  11
 Misstatement of Age or Sex................................................  11
 Incontestability..........................................................  11
 Statement of Values.......................................................  11
 Written Notice............................................................  11
 Distribution of the Policies..............................................  11
 Legal Developments Regarding Employment-Related Benefit Plans.............  12
 Legal Matters.............................................................  12
 Experts...................................................................  12
 Financial Statements......................................................  12
</TABLE>

                                       2
<PAGE>

The Policies
TRANSFER OF ANNUITY UNITS

At your request, Annuity Units may be transferred once per calendar year from
the Investment Subdivisions in which they are currently held. However, where
permitted by state law, we reserve the right to refuse to execute any transfer
if any of the Investment Subdivisions that would be affected by the transfer
are unable to purchase or redeem shares of the portfolios in which the
Investment Subdivisions invest. The number of Annuity Units to be transferred
is (a) times (b) divided by (c) where: (a) is the number of Annuity Units in
the current Investment Subdivision desired to be transferred; (b) is the
Annuity Unit Value for the Investment Subdivision in which the Annuity Units
are currently held; and (c) is the Annuity Unit Value for the Investment
Subdivision to which the transfer is made.

If the number of Annuity Units remaining in an Investment Subdivision after the
transfer is less than 1, we will transfer the amount remaining in addition to
the amount requested. We will not transfer into any Investment Subdivision
unless the number of Annuity Units of that Investment Subdivision after the
transfer is at least 1. The amount of the Income Payment as of the date of the
transfer will not be affected by the transfer (however, subsequent variable
income payments will reflect the investment experience of the selected
Investment Subdivisions).

NET INVESTMENT FACTOR

The net investment factor measures investment performance of the Investment
Subdivisions of Account 4 during a Valuation Period. Each Investment
Subdivision has its own net investment factor for a Valuation Period. The net
investment factor of an Investment Subdivision available under the Policies for
a Valuation Period is (a) divided by (b) minus (c) where:

(a) is

    (1) the value of the net assets of that Investment Subdivision at the end
        of the preceding Valuation Period, plus

    (2) the investment income and capital gains, realized or unrealized,
        credited to the net assets of that Investment Subdivision during the
        Valuation Period for which the net investment factor is being
        determined, minus

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

    (4) any amount charged against that Investment Subdivision for taxes, or
        any amount we set aside during the Valuation as a provision for taxes
        attributable to the operation or maintenance of that Investment
        Subdivision; and

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


                                       3
<PAGE>


TERMINATION OF PARTICIPATION AGREEMENTS
(c) is a factor for the Valuation Period representing the mortality and expense
    risk charge and the administrative charge; this factor is shown in your
    Policy.

The values of the assets in Account 4 will be taken at their fair market value
in accordance with generally accepted accounting practices and applicable laws
and regulations.

TERMINATION OF PARTICIPATION AGREEMENTS

The participation agreements pursuant to which the Funds sell their shares to
Account 4 contain varying provisions regarding termination. The following
summarizes those provisions:

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

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

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

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

Goldman Sachs Variable Insurance Trust. This agreement may be terminated at the
option of any party upon six months' written notice to the other parties,
unless a shorter time is agreed to by the parties.

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

                                       4
<PAGE>



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

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

Salomon Brothers Variable Series Funds Inc. This agreement may be terminated at
the option of any party upon six months' advance written notice to the other
parties, unless a shorter time is agreed to by the parties.

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

The calculations of yield, total return, and other performance data do not
reflect the effect of any premium tax that may be applicable to a particular
Policy. Premium taxes currently range generally from 0% to 3% of premium
payments and are generally based on the rules of the state in which you reside.

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

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

                                       5
<PAGE>



where:

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

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

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

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

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

where:

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

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

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

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

Current  4.15%
Effective 4.23%

                                       6
<PAGE>



Yield calculations do not take into account the surrender charge under the
Policy, a maximum of 8% of each premium payment made during the 8 years prior
to a full or partial surrender, or charges for the optional GMDB rider and the
ODB rider.

OTHER INVESTMENT SUBDIVISIONS

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

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

For periods that begin before the Policy was available, performance data will
be based on the performance of the underlying portfolios, with the level of
Account 4 and policy charges currently in effect. Average annual total return
will be calculated using Investment Subdivision unit values and deductions for
the policy maintenance charge, annual death benefit charge and the surrender
charge as described below:

1. We calculate unit value for each Valuation Period based on the performance
   of the Investment Subdivision's underlying investment portfolio (after
   deductions for Fund expenses, the administrative expense charge, and the
   mortality and expense risk charge).

2. The policy maintenance charge is $25 per year, deducted at the beginning of
   each Policy Year after the first. For purposes of calculating average annual
   total return, an average policy maintenance charge (currently 0.1% of
   account value attributable to the hypothetical investment) is used. This
   charge will be waived if the Account Value is more than $75,000 at the time
   the charge is due.

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

4. Total return does not consider the optional GMDB charges or optional ODB
   charges.

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

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

                                       7
<PAGE>


OTHER PERFORMANCE DATA

where:

TR =the average annual total return for the period.

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

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

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

The available Investment Subdivisions have not yet commenced operations;
therefore, standard performance data for the available Investment Subdivisions
is not available at this time. However, non-standard adjusted historical
performance data (reflects all fees and charges including surrender charges)
for the Funds underlying the available Investment Subdivisions is as follows:

Past performance is not a guarantee of future results.

The Funds have provided the price information used to calculate the total
return of the Investment Subdivisions for periods prior to the inception of the
Investment Subdivisions. While we have no reason to doubt the accuracy of the
figures provided by the Funds, we have to independently verified such
information.

OTHER PERFORMANCE DATA

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

CTR =(ERV/P) - 1

where:

CTR =the cumulative total return for the period.

IH2 ERV = the ending redeemable value (reflecting deductions as described
          above) of the hypothetical investment at the end of the period.

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

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

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

                                       8
<PAGE>

Federal Tax Matters



TAXATION OF GE LIFE & ANNUITY

We do not expect to incur any federal income tax liability attributable to
investment income or capital gains retained as part of the reserves under the
Policies. (See Federal Tax Matters section of the Prospectus.) Based upon these
expectations, no charge is being made currently to Account 4 for federal income
taxes which may be attributable to the Account. We will periodically review the
question of a charge to Account 4 for federal income taxes related to the
Account. Such a charge may be made in future years if we believe that we may
incur federal income taxes. This might become necessary if the tax treatment of
the Company is ultimately determined to be other than what we currently believe
it to be, if there are changes made in the federal income tax treatment of
annuities at the corporate level, or if there is a change in our tax status. In
the event that we should incur federal income taxes attributable to investment
income or capital gains retained as part of the reserves under the Policies,
the Account Value would be correspondingly adjusted by any provision or charge
for such taxes.

We may also incur state and local taxes (in addition to premium taxes) in
several states. At present, these taxes, with the exception of premium taxes,
are not significant. If there is a material change in applicable state or local
tax laws causing an increase in taxes other than premium taxes (for which we
currently impose a charge), charges for such taxes attributable to Account 4
may be made.

IRS REQUIRED DISTRIBUTIONS

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

The Non-Qualified Policies contain provisions which are intended to comply with
the requirements of section 72(s) of the Code, although no regulations
interpreting these

                                       9
<PAGE>


requirements have yet been issued. We intend to review such provisions and
modify them if necessary to assure that they comply with the requirements of
Code section 72(s) when clarified by regulation or otherwise.

Other rules may apply to Qualified Policies.

                                       10
<PAGE>

General Provisions







USING THE POLICIES AS COLLATERAL

A Non-Qualified Policy can be assigned as collateral security. We must be
notified in writing if a Policy is assigned. Any payment made before the
assignment is recorded at our Home Office will not be affected. We are not
responsible for the validity of an assignment. Your rights and the rights of a
Beneficiary may be affected by an assignment.

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

The basic benefits of the Policy are assignable. Additional benefits added by
rider may or may not be available/eligible for assignments.

THE BENEFICIARY

You may select one or more primary and contingent beneficiaries during your
lifetime upon application and by filing a written request with our Home Office.
Each change of beneficiary revokes any previous designation.

NON-PARTICIPATING MISSTATEMENT OF AGE OR SEX

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

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

INCONTESTABILITY

We will not contest the Policy.

STATEMENT OF VALUES

At least once each year, we will send you a statement of values within 30 days
after each report date. The statement will show Account Value, premium payments
and charges made during the report period.

WRITTEN NOTICE

Any written notice should be sent to us at our Home Office at 6610 West Broad
Street, Richmond, Virginia 23230. The policy number and the Annuitant's full
name must be included.

We will send all notices to the Owner at the last known address on file with
the company.

DISTRIBUTION OF THE POLICIES

The offering is continuous and Capital Brokerage Corporation does not
anticipate discontinuing the offering of the Policies. However, the company
does reserve the right to discontinue the offering of the Policies.

LEGAL DEVELOPMENTS REGARDING EMPLOYMENT-RELATED BENEFIT PLANS


                                       11
<PAGE>




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

In addition, we are subject to the insurance laws and regulations of other
states within which it is licensed to operate. Generally, the Insurance
Department of any other state applies the laws of the state of domicile in
determining permissible investments. Presently, we are licensed to do business
in the District of Columbia and all states, except New York.

LEGAL MATTERS

Sutherland Asbill & Brennan LLP of Washington, D.C. has provided advice on
certain legal matters relating to federal securities laws applicable. Patricia
L. Dysart, Assistant Vice President and Associate General Counsel of the
Company has provided advice on certain legal matters pertaining to the Policy,
including the validity of the Policy and the Company's right to issue the
Policies under Virginia insurance law.

EXPERTS

The consolidated financial statements of GE Life and Annuity Assurance Company
and subsidiary as of December 31, 1999 and 1998, and for each of the years in
the three-year period ended December 31, 1999, and the financial statements of
GE Life & Annuity Separate Account 4 as of December 31, 1999 and for each of
the years or lesser periods in the two-year period ended December 31, 1999,
have been included herein in reliance upon the reports of KPMG LLP, independent
certified public accountants, appearing elsewhere herein, and upon the
authority of said firm as experts in accounting and auditing.

The report of KPMG LLP dated January 21, 2000 with respect to the consolidated
financial statements of GE Life and Annuity Assurance Company and subsidiary,
contains an explanatory paragraph that states that the Company changed its
method of accounting for insurance-related assessments in 1999.

FINANCIAL STATEMENTS

This Statement of Additional Information contains consolidated financial
statements for GE Life and Annuity Assurance Company and subsidiary (the
Company) as of December 31, 1999 and 1998, and for each of the years in the
three-year period ended December 31, 1999, and GE Life & Annuity Separate
Account 4 as of

                                       12
<PAGE>


December 31, 1999 and for each of the years or lesser periods in the two-year
period ended December 31, 1999. The consolidated financial statements of the
Company included herein should be distinguished from the financial statements
of GE Life & Annuity Separate Account 4 and should be considered only as
bearing on the ability of the Company to meet its obligations under the
Contract. Such consolidated financial statements of the Company should not be
considered as bearing on the investment performance of the assets held in
Separate Account 4.

                                       13
<PAGE>




                      GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                              FINANCIAL STATEMENTS

                               December 31, 1999
                  (With Independent Auditors' Report Thereon)
<PAGE>

                         Independent Auditors' Report

Contractholders
GE Life & Annuity Separate Account 4
 and
The Board of Directors
GE Life and Annuity Assurance Company:

  We have audited the accompanying statements of assets and liabilities of GE
Life & Annuity Separate Account 4 (the Account) (comprising the GE Investments
Funds, Inc.--S&P 500 Index, Money Market, Total Return, International Equity,
Real Estate Securities, Global Income, Value Equity, Income, U.S. Equity and
Premier Growth Equity Funds; the Oppenheimer Variable Account Funds--Bond/VA,
Capital Appreciation/VA, Aggressive Growth/VA, High Income/VA and Multiple
Strategies/VA Funds; the Variable Insurance Products Fund--Equity-Income,
Growth and Overseas Portfolios; the Variable Insurance Products Fund II--Asset
Manager and Contrafund Portfolios; the Variable Insurance Products III--Growth
& Income and Growth Opportunities Portfolios; the Federated Insurance Series--
American Leaders, High Income Bond and Utility Funds II; the Alger American
Fund--Small Capitalization and Growth Portfolios; the PBHG Insurance Series
Fund, Inc.--PBHG Large Cap Growth and PBHG Growth II Portfolios; the Janus
Aspen Series--Aggressive Growth, Growth, Worldwide Growth, Balanced, Flexible
Income, International Growth and Capital Appreciation Portfolios; the Goldman
Sachs Variable Insurance Trust--Growth and Income and Mid Cap Value Funds; and
the Salomon Brothers Variable Series Fund Inc.--Strategic Bond, Investors, and
Total Return Funds) as of December 31, 1999, the related statements of
operations for the aforementioned funds of GE Life & Annuity Separate Account
4 for the year or lesser period ended December 31, 1999 and the related
statements of changes in net assets for the aforementioned funds of GE Life &
Annuity Separate Account 4 for each of the years or lesser periods in the two-
year period ended December 31, 1999. These financial statements are the
responsibility of the Account's management. 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. Our
procedures included confirmation of securities owned as of December 31, 1999,
by correspondence with the underlying mutual funds or their transfer agent. 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 each of the respective
portfolios constituting GE Life & Annuity Separate Account 4 as of December
31, 1999, the results of their operations for the year or lesser period then
ended, and changes in their net assets for each of the years or lesser periods
in the two-year period ended December 31, 1999 in conformity with generally
accepted accounting principles.

                                      /s/ KPMG LLP

Richmond, Virginia
February 11, 2000

                                      F-1
<PAGE>

                      GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                      Statements of Assets and Liabilities

                               December 31, 1999

<TABLE>
<CAPTION>
                                           GE Investments Funds, Inc.
                          -------------------------------------------------------------
                                                                                Real
                            S&P 500       Money       Total    International   Estate
                             Index       Market      Return       Equity     Securities
                              Fund        Fund        Fund         Fund         Fund
Assets                    ------------ ----------- ----------- ------------- ----------
<S>                       <C>          <C>         <C>         <C>           <C>
Investment in GE
 Investments Funds,
 Inc., at fair value
 (note 2):
 S&P 500 Index Fund
  (22,215,478 shares;
  cost --
  $533,600,551).........  $624,254,935         --          --          --           --
 Money Market Fund
  (441,032,754 shares;
  cost --
   $441,032,754)........           --  441,032,754         --          --           --
 Total Return Fund
  (6,493,333 shares;
  cost -- $96,506,872)..           --          --  102,984,256         --           --
 International Equity
  Fund (2,726,755
  shares; cost --
   $33,751,159).........           --          --          --   39,456,150          --
 Real Estate Securities
  Fund (3,748,156
  shares; cost --
   $48,639,416).........           --          --          --          --    40,742,452
Receivable from
 affiliate..............           --      232,035         --            1          --
Receivable for units
 sold...................       345,348   6,011,576     154,310      25,071          --
                          ------------ ----------- -----------  ----------   ----------
 Total assets...........   624,600,283 447,276,365 103,138,566  39,481,222   40,742,452
                          ------------ ----------- -----------  ----------   ----------
Liabilities
Accrued expenses payable
 to affiliate (note 3)..       571,063     340,766      83,321      17,115       26,319
Payable for units
 withdrawn..............        56,938   2,493,447      16,499          42       15,060
                          ------------ ----------- -----------  ----------   ----------
 Total liabilities......       628,001   2,834,213      99,820      17,157       41,379
                          ------------ ----------- -----------  ----------   ----------
Net assets..............  $623,972,282 444,442,152 103,038,746  39,464,065   40,701,073
                          ------------ ----------- -----------  ----------   ----------
Analysis of net assets:
 Attributable to:
  Variable deferred
   annuity
   contractholders......  $623,972,282 444,442,152 103,038,746  19,905,813   25,055,708
  GE Life and Annuity
   Assurance Company....           --          --          --   19,558,252   15,645,365
                          ------------ ----------- -----------  ----------   ----------
Net assets..............  $623,972,282 444,442,152 103,038,746  39,464,065   40,701,073
                          ============ =========== ===========  ==========   ==========
Outstanding units: Type
 I (note 2).............     1,079,890   5,265,274     513,721     203,538      218,219
                          ============ =========== ===========  ==========   ==========
Net asset value per
 unit: Type I...........  $      59.90       15.96       37.52       18.74        14.82
                          ============ =========== ===========  ==========   ==========
Outstanding units: Type
 II (note 2)............     7,955,210  13,992,458   1,884,184     735,974    1,409,644
                          ============ =========== ===========  ==========   ==========
Net asset value per
 unit: Type II..........  $      58.17       15.50       36.44       18.60        14.65
                          ============ =========== ===========  ==========   ==========
Outstanding units: Type
 III (note 2)...........     7,821,903  12,703,804   1,305,705     179,463      107,802
                          ============ =========== ===========  ==========   ==========
Net asset value per
 unit: Type III.........  $      11.59       10.32       10.94       12.36         9.97
                          ============ =========== ===========  ==========   ==========
Outstanding units: Type
 IV (note 2)............       543,614   1,214,273      78,079      15,200       10,487
                          ============ =========== ===========  ==========   ==========
Net asset value per
 unit: Type IV..........  $      10.81       10.23       10.50       12.12         9.12
                          ============ =========== ===========  ==========   ==========
</TABLE>

                                      F-2
<PAGE>

                      GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                Statements of Assets and Liabilities, Continued

                               December 31, 1999

<TABLE>
<CAPTION>
                                  GE Investments Funds, Inc. (continued)
                          -------------------------------------------------------
                            Global     Value                  U.S.      Premier
                            Income     Equity     Income     Equity     Growth
                             Fund       Fund       Fund       Fund    Equity Fund
Assets                    ---------- ---------- ---------- ---------- -----------
<S>                       <C>        <C>        <C>        <C>        <C>
Investment in GE
 Investments Funds,
 Inc.,
 at fair value (note 2):
 Global Income Fund
  (938,940 shares;
  cost --  $9,506,906)..  $9,004,438        --         --         --         --
 Value Equity Fund
  (4,711,803 shares;
  cost --
  $68,652,601)..........         --  74,399,373        --         --         --
 Income Fund (3,907,281
  shares;
  cost --
  $47,902,723)..........         --         --  44,972,802        --         --
 U.S. Equity Fund
  (1,029,660 shares;
  cost -- $38,053,766)..         --         --         --  39,024,108        --
 Premier Growth Equity
  Fund (305,976 shares;
  cost --
  $25,075,237)..........         --         --         --         --  27,124,734
Receivable from affili-
 ate....................         --         --         --         --         --
Receivable for units
 sold...................         --      56,630     27,145     95,306    201,431
                          ---------- ---------- ---------- ---------- ----------
 Total assets...........   9,004,438 74,456,003 44,999,947 39,119,414 27,326,165
                          ---------- ---------- ---------- ---------- ----------
Liabilities
Accrued expenses payable
 to affiliate (note 3)..       4,330     66,736    118,416     50,811     14,969
Payable for units with-
 drawn..................         --      84,855     31,497        --         --
                          ---------- ---------- ---------- ---------- ----------
 Total liabilities......       4,330    151,591    149,913     50,811     14,969
                          ---------- ---------- ---------- ---------- ----------
Net assets..............  $9,000,108 74,304,412 44,850,034 39,068,603 27,311,196
                          ---------- ---------- ---------- ---------- ----------
Analysis of net assets:
 Attributable to:
  Variable deferred an-
   nuity
   contractholders......  $3,579,380 69,329,399 44,850,034 39,068,603 27,311,196
  GE Life and Annuity
   Assurance Company....   5,420,728  4,975,013        --         --         --
                          ---------- ---------- ---------- ---------- ----------
Net assets..............  $9,000,108 74,304,412 44,850,034 39,068,603 27,311,196
                          ========== ========== ========== ========== ==========
Outstanding units: Type
 I (note 2).............      50,781    419,746  1,124,188     82,891     46,603
                          ========== ========== ========== ========== ==========
Net asset value per
 unit: Type I...........  $    10.51      16.08      10.41      12.62      11.76
                          ========== ========== ========== ========== ==========
Outstanding units: Type
 II (note 2)............     291,731  3,011,792  2,729,732  1,613,261    802,961
                          ========== ========== ========== ========== ==========
Net asset value per
 unit: Type II..........  $    10.44      15.97      10.36      12.57      11.75
                          ========== ========== ========== ========== ==========
Outstanding units: Type
 III (note 2)...........         --   1,168,256    433,696  1,442,844  1,380,434
                          ========== ========== ========== ========== ==========
Net asset value per
 unit: Type III.........  $      --       11.17       9.71      11.56      11.73
                          ========== ========== ========== ========== ==========
Outstanding units: Type
 IV (note 2)............         --     147,340     67,078    100,906     96,385
                          ========== ========== ========== ========== ==========
Net asset value per
 unit: Type IV..........  $      --        9.72       9.78      10.55      11.73
                          ========== ========== ========== ========== ==========
</TABLE>

                                      F-3
<PAGE>

                      GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                Statements of Assets and Liabilities, Continued

                               December 31, 1999

<TABLE>
<CAPTION>
                                      Oppenheimer Variable Account Funds
                          -----------------------------------------------------------
                                        Capital    Aggressive     High      Multiple
                             Bond     Appreciation   Growth      Income    Strategies
                            Fund/VA     Fund/VA      Fund/VA     Fund/VA    Fund/VA
Assets                    ----------- ------------ ----------- ----------- ----------
<S>                       <C>         <C>          <C>         <C>         <C>
Investment in Oppen-
 heimer Variable Account
 Funds, at fair value
 (note 2):
 Bond Fund/VA (6,645,197
  shares;
  cost --
  $78,301,554)..........  $76,552,671         --           --          --         --
 Capital Appreciation
  Fund/VA (5,652,831
  shares;
  cost --
   $192,587,611)........          --  281,737,110          --          --         --
 Aggressive Growth
  Fund/VA (4,341,360
  shares;
  cost --
  $205,932,019).........          --          --   357,337,373         --         --
 High Income Fund/VA
  (15,645,970 shares;
  cost --
   $172,131,067)........          --          --           --  167,724,795        --
 Multiple Strategies
  Fund/VA (4,649,496
  shares;
  cost -- $72,251,157)..          --          --           --          --  81,180,209
Receivable from affili-
 ate....................          --            6          234         --         --
Receivable for units
 sold...................       24,846     375,005    1,533,710       3,506      4,203
                          ----------- -----------  ----------- ----------- ----------
 Total assets...........   76,577,517 282,112,121  358,871,317 167,728,301 81,184,412
                          ----------- -----------  ----------- ----------- ----------
Liabilities
Accrued expenses payable
 to affiliate (note 3)..       86,300     299,509      538,204     155,738    167,256
Payable for units with-
 drawn..................       24,695     142,929          --       94,390    179,862
                          ----------- -----------  ----------- ----------- ----------
 Total liabilities......      110,995     442,438      538,204     250,128    347,118
                          ----------- -----------  ----------- ----------- ----------
Net assets attributable
 to variable deferred
 annuity
 contractholders........  $76,466,522 281,669,683  358,333,113 167,478,173 80,837,294
                          =========== ===========  =========== =========== ==========
Outstanding units: Type
 I (note 2).............      768,244     957,458    1,804,530   1,245,529  1,051,087
                          =========== ===========  =========== =========== ==========
Net asset value per
 unit: Type I...........  $     21.51       64.57        73.61       32.02      30.80
                          =========== ===========  =========== =========== ==========
Outstanding units: Type
 II (note 2)............    2,531,310   3,232,987    2,933,967   3,792,914  1,504,814
                          =========== ===========  =========== =========== ==========
Net asset value per
 unit: Type II..........  $     20.88       62.71        71.49       31.09      29.91
                          =========== ===========  =========== =========== ==========
Outstanding units: Type
 III (note 2)...........      690,965   1,214,374      894,256     923,199    305,825
                          =========== ===========  =========== =========== ==========
Net asset value per
 unit: Type III.........  $      9.67       13.23        17.17       10.10      10.95
                          =========== ===========  =========== =========== ==========
Outstanding units: Type
 IV (note 2)............       41,749      81,428       24,750      35,858     10,366
                          =========== ===========  =========== =========== ==========
Net asset value per
 unit: Type IV..........  $      9.73       12.77        16.08        9.77      10.23
                          =========== ===========  =========== =========== ==========
</TABLE>

                                      F-4
<PAGE>

                      GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                Statements of Assets and Liabilities, Continued

                               December 31, 1999

<TABLE>
<CAPTION>
                                                    Variable Insurance
                                                      Products Fund
                                           ------------------------------------
                                             Equity-
                                              Income      Growth     Overseas
                                            Portfolio    Portfolio   Portfolio
                                           ------------ ----------- -----------
<S>                                        <C>          <C>         <C>
Assets
Investment in Variable Insurance Products
 Fund, at fair value (note 2):
 Equity-Income Portfolio (26,903,305
  shares; cost -- $591,595,226)..........  $691,683,976         --          --
 Growth Portfolio (12,260,801 shares;
  cost -- $454,460,571)..................           --  673,485,783         --
 Overseas Portfolio (4,713,302 shares;
  cost -- $107,086,440)..................           --          --  129,332,995
Receivable from affiliate................           --           25          63
Receivable for units sold................       164,930     862,358     669,332
                                           ------------ ----------- -----------
 Total assets............................   691,848,906 674,348,166 130,002,390
                                           ------------ ----------- -----------
Liabilities
Accrued expenses payable to affiliate
 (note 3)................................       749,836     911,873     325,471
Payable for units withdrawn..............       352,267     299,787      71,531
                                           ------------ ----------- -----------
  Total liabilities......................     1,102,103   1,211,660     397,002
                                           ------------ ----------- -----------
Net assets attributable to variable de-
 ferred annuity contractholders..........  $690,746,803 673,136,506 129,605,388
                                           ============ =========== ===========
Outstanding units: Type I (note 2).......     4,454,619   3,310,123   2,244,272
                                           ============ =========== ===========
Net asset value per unit: Type I.........  $      43.33       73.80       33.25
                                           ============ =========== ===========
Outstanding units: Type II (note 2)......    10,963,577   4,760,717   1,525,527
                                           ============ =========== ===========
Net asset value per unit: Type II........  $      42.08       71.67       32.29
                                           ============ =========== ===========
Outstanding units: Type III (note 2).....     3,203,653   6,561,710     388,067
                                           ============ =========== ===========
Net asset value per unit: Type III.......  $      10.65       12.73       13.80
                                           ============ =========== ===========
Outstanding units: Type IV (note 2)......       242,696     333,735      28,190
                                           ============ =========== ===========
Net asset value per unit: Type IV........  $       9.32       12.34       13.08
                                           ============ =========== ===========
</TABLE>

                                      F-5
<PAGE>

                      GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                Statements of Assets and Liabilities, Continued

                               December 31, 1999

<TABLE>
<CAPTION>
                                Variable Insurance       Variable Insurance
                                 Products Fund II         Products Fund III
                             ------------------------ -------------------------
                                Asset                  Growth &      Growth
                               Manager    Contrafund    Income    Opportunities
                              Portfolio    Portfolio   Portfolio    Portfolio
Assets                       ------------ ----------- ----------- -------------
<S>                          <C>          <C>         <C>         <C>
Investment in Variable In-
 surance Products Fund II,
 at fair value (note 2):
 Asset Manager Portfolio
  (25,602,717 shares;
  cost -- $394,723,593)....  $478,002,728         --          --           --
 Contrafund Portfolio
  (17,879,468 shares;
  cost -- $369,622,889)....           --  521,186,482         --           --
Investment in Variable In-
 surance Products Fund III,
 at fair value (note 2):
 Growth & Income Portfolio
  (6,951,626 shares;
  cost -- $109,077,377)....           --          --  120,263,132          --
 Growth Opportunities Port-
  folio (4,348,199 shares;
  cost -- $93,193,775).....           --          --          --   100,660,801
Receivable from affiliate..             1          14         --           --
Receivable for units sold..        14,591     897,435      96,740      155,275
                             ------------ ----------- -----------  -----------
 Total assets..............   478,017,320 522,083,931 120,359,872  100,816,076
                             ------------ ----------- -----------  -----------
Liabilities
Accrued expenses payable to
 affiliate (note 3)........       655,233     451,120      98,967       87,841
Payable for units with-
 drawn.....................       895,805      99,744      51,767          150
                             ------------ ----------- -----------  -----------
 Total liabilities.........     1,551,038     550,864     150,734       87,991
                             ------------ ----------- -----------  -----------
Net assets attributable to
 variable deferred annuity
 contractholders...........  $476,466,282 521,533,067 120,209,138  100,728,085
                             ============ =========== ===========  ===========
Outstanding units: Type I
 (note 2)..................    11,988,811   2,650,253     618,815      525,381
                             ============ =========== ===========  ===========
Net asset value per unit:
 Type I....................  $      30.63       32.31       17.12        15.61
                             ============ =========== ===========  ===========
Outstanding units: Type II
 (note 2)..................     3,361,601  11,622,130   5,051,739    4,766,024
                             ============ =========== ===========  ===========
Net asset value per
 unit:Type II..............  $      29.86       31.91       17.00        15.51
                             ============ =========== ===========  ===========
Outstanding units: Type III
 (note 2)..................       777,512   5,211,986   2,078,979    1,709,162
                             ============ =========== ===========  ===========
Net asset value per unit:
 Type III..................  $      10.80       11.75       10.69        10.35
                             ============ =========== ===========  ===========
Outstanding units: Type IV
 (note 2)..................        44,890     336,615     150,665       92,620
                             ============ =========== ===========  ===========
Net asset value per unit:
 Type IV...................  $      10.57       11.29       10.03         9.89
                             ============ =========== ===========  ===========
</TABLE>

                                      F-6
<PAGE>

                      GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                Statements of Assets and Liabilities, Continued

                               December 31, 1999

<TABLE>
<CAPTION>

                                                  Federated  Insurance Series
                                              -----------------------------------
                                                American      High
                                                Leaders    Income Bond  Utility
                                                Fund II      Fund II    Fund II
                                              ------------ ----------- ----------
<S>                                           <C>          <C>         <C>
Assets
Investments in Federated Insurance
 Series, at fair value (note 2):
 American Leaders Fund II (4,849,330 shares;
  cost -- $97,644,443)......................  $100,963,047        --          --
 High Income Bond Fund II (6,565,038 shares;
  cost -- $68,083,286)......................           --  67,225,993         --
 Utility Fund II (4,131,452 shares; cost --
   $55,525,888).............................           --         --   59,286,336
Receivable from affiliate...................           --         --          --
Receivable for units sold...................       108,314     42,829      84,008
                                              ------------ ----------  ----------
 Total assets...............................   101,071,361 67,268,822  59,370,344
                                              ------------ ----------  ----------
Liabilities
Accrued expenses payable to affiliate (note
 3).........................................        87,229     56,158      49,394
Payable for units withdrawn.................         3,018     58,978         --
                                              ------------ ----------  ----------
 Total liabilities..........................        90,247    115,136      49,394
                                              ------------ ----------  ----------
Net assets attributable to variable deferred
 annuity contractholders....................  $100,981,114 67,153,686  59,320,950
                                              ============ ==========  ==========
Oustanding units: Type I (note 2)...........       474,111    450,443     363,909
                                              ============ ==========  ==========
Net asset value per unit: Type I............  $      17.75      15.52       19.11
                                              ============ ==========  ==========
Outstanding units: Type II (note 2).........     4,554,700  3,376,105   2,483,985
                                              ============ ==========  ==========
Net asset value per unit: Type II...........  $      17.58      15.32       18.87
                                              ============ ==========  ==========
Oustanding units: Type III (note 2).........     1,114,543    799,186     491,571
                                              ============ ==========  ==========
Net asset value per unit: Type III..........  $      10.49       9.89       10.44
                                              ============ ==========  ==========
Outstanding units: Type IV (note 2).........        85,187     55,873      36,259
                                              ============ ==========  ==========
Net asset value per unit: Type IV...........  $       9.42       9.61        9.98
                                              ============ ==========  ==========
</TABLE>

                                      F-7
<PAGE>

                      GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                Statements of Assets and Liabilities, Continued

                               December 31, 1999

<TABLE>
<CAPTION>
                                                              PBHG Insurance
                                   Alger American Fund       Series Fund, Inc.
                                -------------------------- ---------------------
                                    Small                  PBHG Large    PBHG
                                Capitalization   Growth    Cap Growth Growth II
                                  Portfolio     Portfolio  Portfolio  Portfolio
                                -------------- ----------- ---------- ----------
<S>                             <C>            <C>         <C>        <C>
Assets
Investment in Alger American
 Fund, at fair value (note 2):
 Small Capitalization Portfo-
  lio (2,611,114 shares;
  cost -- $112,026,784).......   $144,002,930          --         --         --
 Growth Portfolio (5,007,682
  shares; cost --
   $257,438,791)..............            --   322,394,581        --         --
PBHG Insurance Series Fund,
 Inc. at fair value (note 2):
 PBHG Large Cap Growth Portfo-
  lio (911,524 shares; cost --
   $13,938,008)...............            --           --  23,252,983        --
 PBHG Growth II Portfolio
  (1,412,242 shares; cost --
   $20,551,081)...............            --           --         --  32,552,176
Receivable from affiliate.....            141            9        --         --
Receivable for units sold.....        183,401      610,966     10,833    136,648
                                 ------------  ----------- ---------- ----------
 Total assets.................    144,186,472  323,005,556 23,263,816 32,688,824
                                 ============  =========== ========== ==========
Liabilities
Accrued expenses payable to
 affiliate (note 3)...........        120,119      336,052     60,138     24,223
Payable for units withdrawn...          7,840       55,581         22     16,350
                                 ------------  ----------- ---------- ----------
 Total liabilities............        127,959      391,633     60,160     40,573
                                 ------------  ----------- ---------- ----------
Net assets attributable to
 variable deferred annuity
 contractholders..............   $144,058,513  322,613,923 23,203,656 32,648,251
                                 ============  =========== ========== ==========
Oustanding units: Type I (note
 2)...........................      1,090,003    1,237,526    132,343    226,702
                                 ============  =========== ========== ==========
Net asset value per unit: Type
 I............................   $      17.22        25.97      24.74      22.35
                                 ============  =========== ========== ==========
Outstanding units: Type II
 (note 2).....................      6,310,836    8,583,493    811,131  1,242,408
                                 ============  =========== ========== ==========
Net asset value per unit: Type
 II...........................   $      17.04        25.69      24.57      22.20
                                 ============  =========== ========== ==========
Oustanding units: Type III
 (note 2).....................      1,160,756    5,377,154        --         --
                                 ============  =========== ========== ==========
Net asset value per unit: Type
 III..........................   $      14.14        12.50        --         --
                                 ============  =========== ========== ==========
Outstanding units: Type IV
 (note 2).....................         97,659      231,761        --         --
                                 ============  =========== ========== ==========
Net asset value per unit: Type
 IV...........................   $      13.71        11.87        --         --
                                 ============  =========== ========== ==========
</TABLE>

                                      F-8
<PAGE>

                      GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                Statements of Assets and Liabilities, Continued

                               December 31, 1999

<TABLE>
<CAPTION>
                                                    Janus Aspen Series
                                           ------------------------------------
                                            Aggressive               Worldwide
                                              Growth      Growth      Growth
                                            Portfolio    Portfolio   Portfolio
                                           ------------ ----------- -----------
<S>                                        <C>          <C>         <C>
Assets
Investment in Janus Aspen Series, at fair
 value (note 2):
 Aggressive Growth Portfolio (8,745,708
  shares; cost -- $318,342,552)........... $522,031,288         --          --
 Growth Portfolio (20,512,483 shares;
  cost -- $444,244,607)...................          --  690,245,038         --
 Worldwide Growth Portfolio (20,673,754
  shares; cost -- $575,985,214)...........          --          --  987,171,753
Receivable from affiliate.................        1,301          30       1,440
Receivable for units sold.................      749,946     866,106   1,663,028
                                           ------------ ----------- -----------
 Total assets.............................  522,782,535 691,111,174 988,836,221
                                           ============ =========== ===========
Liabilities
Accrued expenses payable to affiliate
 (note 3).................................      524,669     912,334     912,014
Payable for units withdrawn...............    6,749,277      21,844      67,703
                                           ------------ ----------- -----------
 Total liabilities........................    7,273,946     934,178     979,717
                                           ------------ ----------- -----------
Net assets attributable to variable
 deferred annuity contractholders......... $515,508,589 690,176,996 987,856,504
                                           ============ =========== ===========
Outstanding units: Type I (note 2)........    1,789,828   4,139,512   4,314,377
                                           ============ =========== ===========
Net asset value per unit: Type I.......... $      59.91       36.56       47.86
                                           ============ =========== ===========
Outstanding units: Type II (note 2).......    5,067,599  11,701,274  14,578,854
                                           ============ =========== ===========
Net asset value per unit: Type II......... $      58.97       35.98       47.11
                                           ============ =========== ===========
Outstanding units: Type III (note 2)......    4,781,470   8,278,915   5,789,831
                                           ============ =========== ===========
Net asset value per unit: Type III........ $      20.95       13.46       15.28
                                           ============ =========== ===========
Outstanding units: Type IV (note 2).......      513,109     500,424     406,948
                                           ============ =========== ===========
Net asset value per unit: Type IV......... $      18.07       12.77       14.97
                                           ============ =========== ===========
</TABLE>

                                      F-9
<PAGE>

                      GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                Statements of Assets and Liabilities, Continued

                               December 31, 1999

<TABLE>
<CAPTION>
                                       Janus Aspen Series (continued)
                             --------------------------------------------------
                                           Flexible  International   Capital
                               Balanced     Income      Growth     Appreciation
                              Portfolio   Portfolio    Portfolio    Portfolio
                             ------------ ---------- ------------- ------------
<S>                          <C>          <C>        <C>           <C>
Assets
Investment in Janus Aspen
 Series, at fair value
 (note 2):
 Balanced Portfolio
  (16,485,224 shares;
  cost -- $370,790,126)....  $460,267,444        --           --           --
 Flexible Income Portfolio
  (4,942,920 shares;
  cost -- $58,455,980).....           --  56,448,148          --           --
 International Growth
  Portfolio (4,758,145
  shares; cost --
   $111,821,732)...........           --         --   183,997,451          --
 Capital Appreciation
  Portfolio (11,148,082
  shares; cost --
   $273,871,408)...........           --         --           --   369,781,874
Receivable from affiliate..           --         --           478          313
Receivable for units sold..       388,151    102,588      489,862      949,581
                             ------------ ----------  -----------  -----------
 Total assets..............   460,655,595 56,550,736  184,487,791  370,731,768
                             ------------ ----------  -----------  -----------
Liabilities
Accrued expenses payable to
 affiliate (note 3)........       373,020     51,802      161,387      373,639
Payable for units
 withdrawn.................        55,319     46,493      126,477      781,247
                             ------------ ----------  -----------  -----------
 Total liabilities.........       428,339     98,295      287,864    1,154,886
                             ------------ ----------  -----------  -----------
Net assets attributable to
 variable deferred annuity
 contractholders...........  $460,227,256 56,452,441  184,199,927  369,576,882
                             ============ ==========  ===========  ===========
Outstanding units: Type I
 (note 2)..................     2,796,176    514,641      949,972    1,124,173
                             ============ ==========  ===========  ===========
Net asset value per unit:
 Type I....................  $      24.50      13.56        28.58        32.35
                             ============ ==========  ===========  ===========
Outstanding units: Type II
 (note 2)..................    12,451,725  3,172,870    4,728,347    6,407,884
                             ============ ==========  ===========  ===========
Net asset value per unit:
 Type II...................  $      24.24      13.41        28.32        32.13
                             ============ ==========  ===========  ===========
Outstanding units: Type III
 (note 2)..................     7,205,031    606,070    1,251,115    8,073,338
                             ============ ==========  ===========  ===========
Net asset value per unit:
 Type III..................  $      11.93       9.97        17.11        15.07
                             ============ ==========  ===========  ===========
Outstanding units: Type IV
 (note 2)..................       347,931     89,213      102,381      428,091
                             ============ ==========  ===========  ===========
Net asset value per unit:
 Type IV...................  $      11.31       9.90        16.96        13.22
                             ============ ==========  ===========  ===========
</TABLE>

                                      F-10
<PAGE>

                      GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                Statements of Assets and Liabilities, Concluded

                               December 31, 1999

<TABLE>
<CAPTION>
                              Goldman Sachs
                            Variable Insurance          Salomon Brothers
                                  Trust            Variable Series Fund Inc.
                          ---------------------- ------------------------------
                          Growth and   Mid Cap   Strategic              Total
                            Income      Value       Bond    Investors  Return
                             Fund        Fund       Fund      Fund      Fund
                          ----------- ---------- ---------- --------- ---------
<S>                       <C>         <C>        <C>        <C>       <C>
Assets
Investment in Goldman
 Sachs Variable
 Insurance Trust,
 at fair value (note 2):
 Growth and Income Fund
  (935,608 shares;
  cost -- $9,933,309)...  $10,188,769        --         --        --        --
 Mid Cap Value Fund
  (1,952,623 shares;
  cost -- $17,214,626)..          --  16,441,086        --        --        --
Investment in Salomon
 Brothers Variable
 Series Fund Inc., at
 fair value (note 2):
 Strategic Bond Fund
  (553,648 shares;
  cost -- $5,558,043)...          --         --   5,348,241       --        --
 Investors Fund (308,001
         shares; cost --
   $3,686,841)..........          --         --         --  3,766,850       --
 Total Return Fund
  (317,951 shares;
  cost -- $3,363,898)...          --         --         --        --  3,252,640
Receivable from
 affiliate..............          --         --         --        --        --
Receivable for units
 sold...................       17,081    109,340     26,541    37,265       --
                          ----------- ---------- ---------- --------- ---------
 Total assets...........   10,205,850 16,550,426  5,374,782 3,804,115 3,252,640
                          ----------- ---------- ---------- --------- ---------
Liabilities
Accrued expenses payable
 to affiliate (note 3)..        7,156     10,490      3,220    12,176     1,941
Payable for units
 withdrawn..............            4     26,440     43,562        32       --
                          ----------- ---------- ---------- --------- ---------
 Total liabilities......        7,160     36,930     46,782    12,208     1,941
                          ----------- ---------- ---------- --------- ---------
Net assets attributable
 to variable deferred
 annuity
 contractholders........  $10,198,690 16,513,496  5,328,000 3,791,907 3,250,699
                          =========== ========== ========== ========= =========
Outstanding units: Type
 I (note 2).............       80,699    195,348     46,435    15,929     6,185
                          =========== ========== ========== ========= =========
Net asset value per
 unit: Type I...........  $      9.23       8.39      10.16     13.40     10.63
                          =========== ========== ========== ========= =========
Outstanding units: Type
 II (note 2)............      779,766  1,156,388    245,779   111,934   175,544
                          =========== ========== ========== ========= =========
Net asset value per
 unit: Type II..........  $      9.20       8.35      10.13     13.36     10.60
                          =========== ========== ========== ========= =========
Outstanding units: Type
 III (note 2)...........      204,598    482,846    223,881   187,111   117,856
                          =========== ========== ========== ========= =========
Net asset value per
 unit: Type III.........  $     10.44      10.02       9.90     10.98      9.91
                          =========== ========== ========== ========= =========
Outstanding units: Type
 IV (note 2)............       15,109     42,809     15,296     2,865    16,292
                          =========== ========== ========== ========= =========
Net asset value per
 unit: Type IV..........  $      9.53       8.89       9.81      9.96      9.59
                          =========== ========== ========== ========= =========
</TABLE>

                See accompanying notes to financial statements.

                                      F-11
<PAGE>

                      GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                            Statements of Operations

                          Year ended December 31, 1999

<TABLE>
<CAPTION>
                                            GE Investments Funds, Inc.
                         -------------------------------------------------------------------
                           S&P 500       Money                  International  Real Estate
                            Index       Market     Total Return    Equity       Securities
                            Fund         Fund          Fund         Fund           Fund
                         -----------  -----------  ------------ ------------- --------------
<S>                      <C>          <C>          <C>          <C>           <C>
Investment income:
 Income -- Ordinary
  Dividends............. $ 4,410,071   15,088,188    2,067,235       46,113      1,381,537
 Expenses  -- Mortality
  & expense risk charges
  and administrative
  expenses -- Type I
  (note 3)..............     704,948      950,843      220,301       30,656         43,767
 Expenses -- Mortality &
  expense risk charges
  and administrative
  expenses -- Type II
  (note 3)..............   4,907,040    2,464,886      799,585      148,148        322,329
 Expenses -- Mortality &
  expense risk charges
  and administrative
  expenses -- Type III
  (note 3)..............     460,991      701,862       85,952        8,603          7,954
 Expenses -- Mortality &
  expense risk charges
  and administrative
  expenses -- Type IV
  (note 3)..............      21,523       57,198        3,143          449            224
                         -----------  -----------   ----------   ----------    -----------
Net investment income
 (expense)..............  (1,684,431)  10,913,399      958,254     (141,743)     1,007,263
                         -----------  -----------   ----------   ----------    -----------
Net realized and
 unrealized gain (loss)
 on investments:
  Net realized gain
   (loss)...............  30,003,910          (10)   1,021,209    2,767,291     (2,823,490)
  Unrealized
   appreciation
   (depreciation) on
   investments..........  47,259,421           10    5,281,350    4,958,674      1,207,080
  Capital gain
   distribution.........   6,090,099          --     2,426,755    1,106,722         72,712
                         -----------  -----------   ----------   ----------    -----------
Net realized and
 unrealized gain (loss)
 on investments.........  83,353,430          --     8,729,314    8,832,687     (1,543,698)
                         -----------  -----------   ----------   ----------    -----------
Increase (decrease) in
 net assets from
 operations............. $81,668,999   10,913,399    9,687,568    8,690,944       (536,435)
                         ===========  ===========   ==========   ==========    ===========
<CAPTION>
                                       GE Investments Funds, Inc., continued
                         -------------------------------------------------------------------
                                                                                 Premier
                           Global        Value                   U.S. Equity      Growth
                         Income Fund  Equity Fund  Income Fund      Fund      Equity Fund-a)
                         -----------  -----------  ------------ ------------- --------------
<S>                      <C>          <C>          <C>          <C>           <C>
Investment income:
 Income -- Ordinary
  Dividends............. $    55,082      512,848    2,343,057      200,089         23,826
 Expenses  -- Mortality
  & expense risk charges
  and administrative
  expenses -- Type I
  (note 3)..............       6,916       72,657      151,247        7,322          1,847
 Expenses -- Mortality &
  expense risk charges
  and administrative
  expenses -- Type II
  (note 3)..............      44,108      547,672      337,337      130,281         28,109
 Expenses -- Mortality &
  expense risk charges
  and administrative
  expenses -- Type III
  (note 3)..............         --        71,148       21,574       67,105         42,760
 Expenses -- Mortality &
  expense risk charges
  and administrative
  expenses -- Type IV
  (note 3)..............         --         6,988        3,666        3,951          2,973
                         -----------  -----------   ----------   ----------    -----------
Net investment income
 (expense)..............       4,058     (185,617)   1,829,233       (8,570)       (51,863)
                         -----------  -----------   ----------   ----------    -----------
Net realized and
 unrealized gain (loss)
 on investments:
  Net realized gain
   (loss)...............    (134,013)   1,440,840     (265,204)     288,484        559,025
  Unrealized
   appreciation
   (depreciation) on
   investments..........    (715,675)   5,153,071   (2,672,230)     816,588      2,049,497
  Capital gain
   distribution.........       4,146          --        72,466    1,800,801        770,369
                         -----------  -----------   ----------   ----------    -----------
Net realized and
 unrealized gain (loss)
 on investments.........    (845,542)   6,593,911   (2,864,968)   2,905,873      3,378,891
                         -----------  -----------   ----------   ----------    -----------
Increase (decrease) in
 net assets from
 operations............. $  (841,484)   6,408,294   (1,035,735)   2,897,303      3,327,028
                         ===========  ===========   ==========   ==========    ===========
- -a) Reflects period covering May 5, 1999 to December 31, 1999.
</TABLE>


                                      F-12
<PAGE>

                      GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                      Statements of Operations, Continued

                          Year Ended December 31, 1999

<TABLE>
<CAPTION>
                                     Oppenheimer Variable Account Funds
                         -------------------------------------------------------------
                                        Capital    Aggressive      High      Multiple
                            Bond      Appreciation   Growth       Income    Strategies
                           Fund/VA      Fund/VA      Fund/VA     Fund/VA     Fund/VA
                         -----------  ------------ -----------  ----------  ----------
<S>                      <C>          <C>          <C>          <C>         <C>
Investment income:
 Income -- Ordinary Div-
  idends................ $ 3,095,204      647,295          --   11,617,048  2,750,715
 Expenses -- Mortality &
  expense risk charges
  and administrative ex-
  penses -- Type I (note
  3)....................     211,534      610,992    1,107,841     525,530    397,035
 Expenses -- Mortality &
  expense risk charges
  and administrative ex-
  penses -- Type II
  (note 3)..............     684,021    2,181,875    1,965,558   1,624,725    609,540
 Expenses -- Mortality &
  expense risk charges
  and administrative ex-
  penses -- Type III
  (note 3)..............      37,302       71,673       44,712      74,133     15,762
 Expenses -- Mortality &
  expense risk charges
  and administrative ex-
  penses -- Type IV
  (note 3)..............       2,616        2,934          913       1,234        367
                         -----------   ----------  -----------  ----------  ---------
Net investment income
 (expense)..............   2,159,731   (2,220,179)  (3,119,024)  9,391,426  1,728,011
                         -----------   ----------  -----------  ----------  ---------
Net realized and
 unrealized gain (loss)
 on investments:
 Net realized gain
  (loss)................    (367,634)   8,028,813   43,460,518  (2,467,228) 1,998,615
 Unrealized appreciation
  (depreciation) on
  investments...........  (4,062,392)  64,932,288  120,804,294  (1,860,876)   249,173
 Capital gain distribu-
  tion..................     306,119    7,443,892          --          --   3,958,345
                         -----------   ----------  -----------  ----------  ---------
Net realized and
 unrealized gain (loss)
 on investments.........  (4,123,907)  80,404,993  164,264,812  (4,328,104) 6,206,133
                         -----------   ----------  -----------  ----------  ---------
Increase (decrease) in
 net assets from opera-
 tions.................. $(1,964,176)  78,184,814  161,145,788   5,063,322  7,934,144
                         ===========   ==========  ===========  ==========  =========
</TABLE>
<TABLE>
<CAPTION>
                                           Variable Insurance Products Fund
                                          -------------------------------------
                                            Equity-
                                             Income       Growth      Overseas
                                           Portfolio     Portfolio   Portfolio
                                          ------------  -----------  ----------
<S>                                       <C>           <C>          <C>
Investment income:
 Income -- Ordinary Dividends............ $ 10,155,685      956,132   1,571,786
 Expenses -- Mortality & expense risk
  charges and administrative expenses --
   Type I (note 3).......................    2,492,600    2,538,686     777,904
 Expenses -- Mortality & expense risk
  charges and administrative expenses --
   Type II (note 3)......................    6,522,445    3,548,591     559,606
 Expenses -- Mortality & expense risk
  charges and administrative expenses --
   Type III (note 3).....................      186,038      405,119      21,330
 Expenses -- Mortality & expense risk
  charges and administrative expenses --
   Type IV (note 3)......................       10,576       11,944       1,011
                                          ------------  -----------  ----------
Net investment income (expense)..........      944,026   (5,548,208)    211,935
                                          ------------  -----------  ----------
Net realized and unrealized gain (loss)
 on investments:
 Net realized gain (loss)................   32,608,373   40,501,315  22,135,968
 Unrealized appreciation (depreciation)
  on investments.........................  (23,171,445)  83,757,029  16,842,471
 Capital gain distribution...............   22,604,590   46,850,486   2,564,494
                                          ------------  -----------  ----------
Net realized and unrealized gain (loss)
 on investments..........................   32,041,518  171,108,830  41,542,933
                                          ------------  -----------  ----------
Increase (decrease) in net assets from
 operations.............................. $ 32,985,544  165,560,622  41,754,868
                                          ============  ===========  ==========
</TABLE>

                                      F-13
<PAGE>

                      GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                      Statements of Operations, Continued

                          Year ended December 31, 1999

<TABLE>
<CAPTION>
                                Variable Insurance        Variable Insurance
                                 Products Fund II          Products Fund III
                              ------------------------  ------------------------
                                 Asset                  Growth &      Growth
                                Manager     Contrafund   Income    Opportunities
                               Portfolio    Portfolio   Portfolio    Portfolio
                              ------------  ----------  ---------  -------------
<S>                           <C>           <C>         <C>        <C>
Investment income:
 Income -- Ordinary
  Dividends.................  $ 16,324,271   1,703,921    387,131      567,056
 Expenses -- Mortality &
  expense risk charges and
  administrative expenses --
   Type I (note 3)..........     4,367,086     941,924    161,230      107,137
 Expenses -- Mortality &
  expense risk charges and
  administrative expenses --
   Type II (note 3).........     1,287,699   4,240,466    951,315      852,938
 Expenses -- Mortality &
  expense risk charges and
  administrative expenses --
   Type III (note 3)........        41,993     286,944    137,297       99,378
 Expenses -- Mortality &
  expense risk charges and
  administrative expenses --
   Type IV (note 3).........         1,982      13,783      5,408        3,459
                              ------------  ----------  ---------    ---------
Net investment income
 (expense)..................    10,625,511  (3,779,196)  (868,119)    (495,856)
                              ------------  ----------  ---------    ---------
Net realized and unrealized
 gain (loss) on investments:
 Net realized gain (loss)...    16,067,053  24,922,273  3,957,786    2,346,277
 Unrealized appreciation
  (depreciation) on
  investments...............    (2,840,015) 55,449,896  2,814,926     (404,266)
 Capital gain distribution..    20,776,345  12,495,419    785,993    1,053,105
                              ------------  ----------  ---------    ---------
Net realized and unrealized
 gain (loss) on
 investments................    34,003,383  92,867,588  7,558,705    2,995,116
                              ------------  ----------  ---------    ---------
Increase (decrease) in net
 assets from operations.....  $ 44,628,894  89,088,392  6,690,586    2,499,260
                              ============  ==========  =========    =========
</TABLE>
<TABLE>
<CAPTION>
                                                Federated Insurance Series
                                            ------------------------------------
                                             American    High Income
                                              Leaders       Bond       Utility
                                              Fund II      Fund II     Fund II
                                            -----------  -----------  ----------
<S>                                         <C>          <C>          <C>
Investment income:
 Income -- Ordinary Dividends.............  $   704,366   4,281,850    1,190,082
 Expenses -- Mortality & expense risk
  charges and administrative
  expenses -- Type I (note 3).............       95,183      83,957       88,850
 Expenses -- Mortality & expense risk
  charges and administrative
  expenses -- Type II (note 3)............    1,047,440     681,714      588,434
 Expenses -- Mortality & expense risk
  charges and administrative
  expenses -- Type III (note 3)...........       72,076      45,805       29,308
 Expenses -- Mortality & expense risk
  charges and administrative
  expenses -- Type IV (note 3)............        2,887       3,002        1,836
                                            -----------  ----------   ----------
Net investment income (expense)...........     (513,220)  3,467,372      481,654
                                            -----------  ----------   ----------
Net realized and unrealized gain (loss) on
 investments:
 Net realized gain (loss).................    1,360,681  (1,194,670)   1,236,132
 Unrealized appreciation (depreciation) on
  investments.............................   (4,248,287) (1,948,643)  (3,774,428)
 Capital gain distribution................    7,121,918     372,335    2,310,160
                                            -----------  ----------   ----------
Net realized and unrealized gain (loss) on
 investments..............................    4,234,312  (2,770,978)    (228,136)
                                            -----------  ----------   ----------
Increase (decrease) in net assets from op-
 erations.................................  $ 3,721,092     696,394      253,518
                                            ===========  ==========   ==========
</TABLE>

                                      F-14
<PAGE>

                      GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                      Statements of Operations, Continued

                          Year ended December 31, 1999


<TABLE>
<CAPTION>
                                                             PBHG Insurance
                                  Alger American Fund      Series Fund, Inc.
                               -------------------------  ---------------------
                                                            PBHG
                                   Small                  Large Cap     PBHG
                               Capitalization   Growth     Growth    Growth II
                                 Portfolio    Portfolio   Portfolio  Portfolio
                               -------------- ----------  ---------  ----------
<S>                            <C>            <C>         <C>        <C>
Investment income:
 Income -- Ordinary Divi-
  dends......................   $       --       165,319        --          --
 Expenses -- Mortality &
  expense risk charges and
  administrative expenses --
   Type I (note 3)...........       192,915      338,789     20,933      27,493
 Expenses -- Mortality &
  expense risk charges and
  administrative expenses --
   Type II (note 3)..........     1,098,622    2,152,122    162,402     183,640
 Expenses -- Mortality &
  expense risk charges and
  administrative expenses --
   Type III (note 3).........        53,181      347,936        --          --
 Expenses -- Mortality &
  expense risk charges and
  administrative expenses --
   Type IV (note 3)..........         4,140        8,392        --          --
                                -----------   ----------  ---------  ----------
Net investment income (ex-
 pense)......................    (1,348,858)  (2,681,920)  (183,335)   (211,133)
                                -----------   ----------  ---------  ----------
Net realized and unrealized
 gain (loss) on investments:
 Net realized gain (loss)....     4,496,020   16,000,254  1,293,989   2,553,635
 Unrealized appreciation (de-
  preciation) on invest-
  ments......................    25,658,694   34,200,259  7,139,998  11,061,365
 Capital gain distribution...    11,288,748   16,366,607        --          --
                                -----------   ----------  ---------  ----------
Net realized and unrealized
 gain (loss) on investments..    41,443,462   66,567,120  8,433,987  13,615,000
                                -----------   ----------  ---------  ----------
Increase (decrease) in net
 assets from operations......   $40,094,604   63,885,200  8,250,652  13,403,867
                                ===========   ==========  =========  ==========
</TABLE>
<TABLE>
<CAPTION>
                                                 Janus Aspen Series
                                        --------------------------------------
                                         Aggressive                 Worldwide
                                           Growth       Growth       Growth
                                         Portfolio     Portfolio    Portfolio
                                        ------------  -----------  -----------
<S>                                     <C>           <C>          <C>
Investment income:
 Income -- Ordinary Dividends.........  $  2,881,876    1,107,540    1,115,148
 Expenses -- Mortality & expense risk
  charges and
  administrative expenses -- Type I
  (note 3)............................       677,194    1,417,071    1,769,864
 Expenses -- Mortality & expense risk
  charges and
  administrative expenses -- Type II
  (note 3)............................     2,051,000    4,084,205    6,316,146
 Expenses -- Mortality & expense risk
  charges and
  administrative expenses -- Type III
  (note 3)............................       308,490      483,682      361,048
 Expenses -- Mortality & expense risk
  charges and
  administrative expenses -- Type IV
  (note 3)............................        20,061       19,248       18,635
                                        ------------  -----------  -----------
Net investment income (expense).......      (174,869)  (4,896,666)  (7,350,545)
                                        ------------  -----------  -----------
Net realized and unrealized gain
 (loss) on investments:
 Net realized gain (loss).............    62,362,096   35,813,367   59,273,825
 Unrealized appreciation (deprecia-
  tion) on investments................   163,992,838  142,877,179  309,685,852
 Capital gain distribution............     4,906,978    2,247,871          --
                                        ------------  -----------  -----------
Net realized and unrealized gain
 (loss) on investments................   231,261,912  180,938,417  368,959,677
                                        ------------  -----------  -----------
Increase (decrease) in net assets from
 operations...........................  $231,087,043  176,041,751  361,609,132
                                        ============  ===========  ===========
</TABLE>


                                      F-15
<PAGE>

                      GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                      Statements of Operations, Continued

                          Year ended December 31, 1999

<TABLE>
<CAPTION>
                                       Janus Aspen Series (continued)
                              --------------------------------------------------
                                           Flexible   International   Capital
                               Balanced     Income       Growth     Appreciation
                               Portfolio  Portfolio     Portfolio    Portfolio
                              ----------- ----------  ------------- ------------
<S>                           <C>         <C>         <C>           <C>
Investment income:
 Income -- Ordinary
  Dividends.................  $ 7,970,337  3,387,191      230,552        79,084
 Expenses -- Mortality &
  expense risk charges and
  administrative expenses --
   Type I (note 3)..........      724,446     84,668      201,248       280,059
 Expenses -- Mortality &
  expense risk charges and
  administrative expenses --
   Type II (note 3).........    2,795,494    492,939    1,061,078     1,375,897
 Expenses -- Mortality &
  expense risk charges and
  administrative expenses --
   Type III (note 3)........      489,490     41,297       67,763       546,887
 Expenses -- Mortality &
  expense risk charges and
  administrative expenses --
   Type IV (note 3).........       15,454      5,523        4,306        15,737
                              ----------- ----------   ----------   -----------
Net investment income
 (expense)..................    3,945,453  2,762,764   (1,103,843)   (2,139,496)
                              ----------- ----------   ----------   -----------
Net realized and unrealized
 gain (loss) on investments:
 Net realized gain (loss)...   13,526,836   (288,141)   6,798,898    12,257,740
 Unrealized appreciation
  (depreciation) on
  investments...............   55,762,394 (2,373,888)  68,867,033    88,365,393
 Capital gain distribution..          --     146,515          --        909,471
                              ----------- ----------   ----------   -----------
Net realized and unrealized
 gain (loss) on
 investments................   69,289,230 (2,515,514)  75,665,931   101,532,604
                              ----------- ----------   ----------   -----------
Increase (decrease) in net
 assets from operations.....  $73,234,683    247,250   74,562,088    99,393,108
                              =========== ==========   ==========   ===========
</TABLE>
<TABLE>
<CAPTION>
                                 Goldman Sachs
                              Variable Insurance    Salomon Brothers Variable
                                     Trust               Series Fund Inc.
                              -------------------  -----------------------------
                              Growth and Mid Cap   Strategic             Total
                                Income    Value      Bond     Investors  Return
                                 Fund      Fund      Fund       Fund      Fund
                              ---------- --------  ---------  --------- --------
<S>                           <C>        <C>       <C>        <C>       <C>
Investment income:
 Income -- Ordinary
  Dividends.................    112,074   116,838   266,587     19,120    78,025
 Expenses -- Mortality &
  expense risk charges and
  administrative expenses --
   Type I (note 3)..........      7,339    13,312     7,088      1,561     1,042
 Expenses -- Mortality &
  expense risk charges and
  administrative expenses --
   Type II (note 3).........     78,696    79,328    16,165      7,237    16,090
 Expenses -- Mortality &
  expense risk charges and
  administrative expenses --
   Type III (note 3)........      9,532    30,093    13,973     10,004     6,754
 Expenses -- Mortality &
  expense risk charges and
  administrative expenses --
   Type IV (note 3).........        497     2,096     1,648        174       711
                               --------  --------  --------    -------  --------
Net investment income
 (expense)..................     16,010    (7,991)  227,713        144    53,428
                               --------  --------  --------    -------  --------
Net realized and unrealized
 gain (loss) on investments:
 Net realized gain (loss)...      9,945    40,722     1,001    (45,705)    1,801
 Unrealized appreciation
  (depreciation) on
  investments...............    215,378  (786,328) (204,979)    79,688  (108,299)
 Capital gain distribution..        --        --        --         --        --
                               --------  --------  --------    -------  --------
Net realized and unrealized
 gain (loss) on
 investments................    225,323  (745,606) (203,978)    33,983  (106,498)
                               --------  --------  --------    -------  --------
Increase (decrease) in net
 assets from operations.....   $241,333  (753,597)   23,735     34,127   (53,070)
                               ========  ========  ========    =======  ========
</TABLE>

                See accompanying notes to financial statements.

                                      F-16
<PAGE>

                      GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                      Statements of Changes in Net Assets

<TABLE>
<CAPTION>
                                                  GE Investments Funds, Inc.
                          -------------------------------------------------------------------------------
                                  S&P 500
                                   Index                   Money Market               Total Return
                                    Fund                       Fund                       Fund
                          -------------------------  -------------------------  -------------------------
                          Year ended December 31,    Year ended December 31,    Year ended December 31,
                          -------------------------  -------------------------  -------------------------
                              1999         1998          1999         1998          1999         1998
                          ------------  -----------  ------------  -----------  ------------  -----------
<S>                       <C>           <C>          <C>           <C>          <C>           <C>
Increase (decrease) in
net assets
From operations:
 Net investment income
  (expense).............  $ (1,684,431)    (394,895)   10,913,399    6,916,677       958,254    2,668,826
 Net realized gain
  (loss)................    30,003,910    8,830,544           (10)     545,381     1,021,209     (144,205)
 Unrealized appreciation
  (depreciation) on
  investments...........    47,259,421   35,731,485            10     (545,381)    5,281,350    5,408,858
 Capital gain distribu-
  tion..................     6,090,099    8,918,905           --           --      2,426,755          --
                          ------------  -----------  ------------  -----------  ------------  -----------
  Increase (decrease) in
   net assets from oper-
   ations...............    81,668,999   53,086,039    10,913,399    6,916,677     9,687,568    7,933,479
                          ------------  -----------  ------------  -----------  ------------  -----------
From capital
 transactions:
 Net premiums...........   150,605,950   53,735,217   455,850,801  103,629,024    20,100,592    7,103,374
 Transfers (to) from the
  general account of GE
  Life and Annuity:
   Death benefits.......    (1,914,921)  (1,018,619)   (6,110,039)  (4,961,886)     (782,405)    (336,462)
   Surrenders...........   (23,948,873) (11,869,972) (119,079,947) (46,255,514)   (5,649,875)  (3,264,071)
   Administrative
    expense (note 3)....      (346,732)    (193,962)     (308,122)    (222,910)      (83,454)     (63,853)
   Transfer gain (loss)
    and transfer fees...       957,648      623,320     5,822,636    6,222,666        67,204       76,515
   Capital contribution
    (withdrawal)........           --           --            --           --            --           --
 Transfers (to) from the
  Guarantee Account
  (note 1)..............    89,343,041   40,155,936    19,221,784   24,299,736    13,514,725    9,157,868
 Interfund transfers....    18,779,770   20,883,117  (140,405,301)   5,214,444        76,047      974,377
                          ------------  -----------  ------------  -----------  ------------  -----------
Increase (decrease) in
 net assets from capital
 transactions...........   233,475,883  102,315,037   214,991,812   87,925,560    27,242,834   13,647,748
                          ------------  -----------  ------------  -----------  ------------  -----------
Increase (decrease) in
 net assets.............   315,144,882  155,401,076   225,905,211   94,842,237    36,930,402   21,581,227
Net assets at beginning
 of year................   308,827,400  153,426,324   218,536,941  123,694,704    66,108,344   44,527,117
                          ------------  -----------  ------------  -----------  ------------  -----------
Net assets at end of
 year...................  $623,972,282  308,827,400   444,442,152  218,536,941   103,038,746   66,108,344
                          ============  ===========  ============  ===========  ============  ===========
</TABLE>


                                      F-17
<PAGE>

                      GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                 Statements of Changes in Net Assets, Continued

<TABLE>
<CAPTION>
                               GE Investments Funds, Inc. (continued)
                          ----------------------------------------------------
                               International               Real Estate
                                   Equity                   Securities
                                    Fund                       Fund
                          -------------------------  -------------------------
                          Year ended December 31,    Year ended December 31,
                          -------------------------  -------------------------
                              1999         1998         1999          1998
                          ------------  -----------  -----------  ------------
<S>                       <C>           <C>          <C>          <C>
Increase (decrease) in
 net assets
From operations:
 Net investment income
  (expense).............  $   (141,743)   1,294,582    1,007,263     1,409,122
 Net realized gain
  (loss)................     2,767,291      441,842   (2,823,490)     (878,569)
 Unrealized appreciation
  (depreciation) on
  investments...........     4,958,674    2,296,938    1,207,080   (12,908,191)
 Capital gain
  distribution..........     1,106,722          --        72,712     1,726,962
                          ------------  -----------  -----------  ------------
Increase (decrease) in
 net assets from
 operations.............     8,690,944    4,033,362     (536,435)  (10,650,676)
                          ------------  -----------  -----------  ------------
From capital
 transactions:
 Net premiums...........     2,858,308      985,487    2,212,512     5,008,291
 Transfers (to) from the
  general account of
  GE Life and Annuity:
   Death benefits.......       (66,512)     (49,268)    (124,447)     (182,572)
   Surrenders...........      (545,373)    (558,600)  (2,167,345)   (1,142,178)
   Administrative
    expense (note 3)....       (12,619)     (13,254)     (24,242)      (30,467)
   Transfer gain (loss)
    and transfer fees...       108,529     (258,988)    (129,406)     (443,138)
   Capital contribution
    (withdrawal)........      (198,516)         --           --            --
 Transfers (to) from the
  Guarantee Account
  (note 1)..............     1,447,720    1,469,927    2,498,480     6,836,059
 Interfund transfers....       361,833   (1,665,448)  (7,573,589)   (5,533,571)
                          ------------  -----------  -----------  ------------
Increase (decrease) in
 net assets from capital
 transactions...........     3,953,370      (90,144)  (5,308,037)    4,512,424
                          ------------  -----------  -----------  ------------
Increase (decrease) in
 net assets.............    12,644,314    3,943,218   (5,844,472)   (6,138,252)
Net assets at beginning
 of year................    26,819,751   22,876,533   46,545,545    52,683,797
                          ------------  -----------  -----------  ------------
Net assets at end of
 year...................  $ 39,464,065   26,819,751   40,701,073    46,545,545
                          ============  ===========  ===========  ============
</TABLE>

                                      F-18
<PAGE>

                      GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                 Statements of Changes in Net Assets, Continued

<TABLE>
<CAPTION>
                                 GE Investments Funds, Inc. (continued)
                             --------------------------------------------------
                               Global Income Fund         Value Equity Fund
                             ------------------------- ------------------------
                             Year ended December 31,   Year ended December 31,
                             ------------------------- ------------------------
                                 1999         1998        1999         1998
                             ------------  ----------- -----------  -----------
<S>                          <C>           <C>         <C>          <C>
Increase (decrease) in net
 assets
From operations:
 Net investment income (ex-
  pense)...................  $      4,058     504,065     (185,617)    (158,569)
 Net realized gain (loss)..      (134,013)     96,320    1,440,840      576,810
 Unrealized appreciation
  (depreciation) on invest-
  ments....................      (715,675)    337,555    5,153,071     (292,099)
 Capital gain distribu-
  tion.....................         4,146      22,214          --       929,149
                             ------------  ----------  -----------  -----------
Increase (decrease) in net
 assets from operations....      (841,484)    960,154    6,408,294    1,055,291
                             ------------  ----------  -----------  -----------
From capital transactions:
 Net premiums..............       298,133     600,772   21,173,356    9,579,320
 Transfers (to) from the
  general account of GE
  Life and Annuity:
  Death benefits...........           --          --      (219,644)     (25,562)
  Surrenders...............      (230,326)    (63,958)  (3,878,411)  (1,731,724)
  Administrative expense
   (note 3)................        (2,504)        --       (39,635)     (18,611)
  Transfer gain (loss) and
   transfer fees...........        41,185      (1,623)     (24,010)   1,014,745
  Capital contribution
   (withdrawal)............           --       45,130          --           --
 Transfers (to) from the
  Guarantee Account (note
  1).......................     1,130,309     986,575    9,162,615    8,817,658
 Interfund transfers.......    (1,065,929)  1,028,376    2,580,708    4,550,014
                             ------------  ----------  -----------  -----------
Increase (decrease) in net
 assets from capital
 transactions..............       170,868   2,595,272   28,754,979   22,185,840
                             ------------  ----------  -----------  -----------
Increase (decrease) in net
 assets....................      (670,616)  3,555,426   35,163,273   23,214,131
Net assets at beginning of
 year......................     9,670,724   6,115,298   39,141,139   15,900,008
                             ------------  ----------  -----------  -----------
Net assets at end of year..  $  9,000,108   9,670,724   74,304,412   39,114,139
                             ============  ==========  ===========  ===========
</TABLE>

                                      F-19
<PAGE>

                      GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                 Statements of Changes in Net Assets, Continued

<TABLE>
<CAPTION>
                                         GE Investments Funds, Inc. (continued)
                          -----------------------------------------------------------------------
                                                                 U.S.                 Premier
                                   Income                       Equity                Growth
                                    Fund                         Fund               Equity Fund
                          -------------------------  ---------------------------- ---------------
                                                                    Period from     Period from
                          Year ended December 31,     Year ended    May 4, 1998     May 5, 1999
                          -------------------------  December 31, to December 31, to December 31,
                              1999         1998          1999          1998            1999
                          ------------  -----------  ------------ --------------- ---------------
<S>                       <C>           <C>          <C>          <C>             <C>
Increase (decrease) in
 net assets
From operations:
 Net investment income
  (expense).............  $  1,829,233    1,286,221       (8,570)        9,991         (51,863)
 Net realized gain
  (loss)................      (265,204)     335,927      288,484         9,452         559,025
 Unrealized appreciation
  (depreciation) on
  investments...........    (2,672,230)    (245,492)     816,588       153,754       2,049,497
 Capital gain distribu-
  tion..................        72,466      285,194    1,800,801        36,079         770,369
                          ------------  -----------   ----------     ---------      ----------
Increase (decrease) in
 net assets from
 operations.............    (1,035,735)   1,661,850    2,897,303       209,276       3,327,028
                          ------------  -----------   ----------     ---------      ----------
From capital
 transactions:
 Net premiums...........     6,923,805    1,921,255   22,445,779       864,801      14,174,762
 Transfers (to) from the
  general account of
  GE Life and Annuity:
   Death benefits.......      (489,017)    (145,003)     (45,279)          --           (3,881)
   Surrenders...........    (2,870,344)  (1,961,475)    (528,852)       (8,236)       (153,976)
   Administrative ex-
    pense (note 3)......       (44,669)     (34,884)      (5,653)         (374)         (1,218)
   Transfer gain (loss)
    and transfer fees...        62,981     (172,635)     129,249         4,703         205,591
   Capital contribution
    (withdrawal)........           --           --           --            --              --
 Transfers (to) from the
  Guarantee Account
  (note 1)..............     8,054,862    4,132,905    6,635,234       500,876       1,787,824
 Interfund transfers....       (75,826)   6,911,104    5,339,842       629,934       7,975,066
                          ------------  -----------   ----------     ---------      ----------
Increase (decrease) in
 net assets from capital
 transactions...........    11,561,792   10,651,267   33,970,320     1,991,704      23,984,168
                          ------------  -----------   ----------     ---------      ----------
Increase (decrease) in
 net assets.............    10,526,057   12,313,117   36,867,623     2,200,980      27,311,196
Net assets at beginning
 of year................    34,323,977   22,010,860    2,200,980           --              --
                          ------------  -----------   ----------     ---------      ----------
Net assets at end of
 year...................  $ 44,850,034   34,323,977   39,068,603     2,200,980      27,311,196
                          ============  ===========   ==========     =========      ==========
</TABLE>

                                      F-20
<PAGE>

                      GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                 Statements of Changes in Net Assets, Continued

<TABLE>
<CAPTION>
                                 Oppenheimer Variable Account Funds
                          ----------------------------------------------------
                                                             Capital
                                    Bond                   Appreciation
                                  Fund/VA                    Fund/VA
                          -------------------------  -------------------------
                          Year ended December 31,    Year ended December 31,
                          -------------------------  -------------------------
                              1999         1998          1999         1998
                          ------------  -----------  ------------  -----------
<S>                       <C>           <C>          <C>           <C>
Increase (decrease) in
 net assets
From operations:
 Net investment income
  (expense).............. $  2,159,731       67,918    (2,220,179)    (932,825)
 Net realized gain
  (loss).................     (367,634)     557,479     8,028,813   19,777,101
 Unrealized appreciation
  (depreciation) on
  investments............   (4,062,392)   1,205,533    64,932,288      922,343
 Capital gain
  distribution...........      306,119      628,926     7,443,892   13,330,660
                          ------------  -----------  ------------  -----------
Increase (decrease) in
 net assets from
 operations..............   (1,964,176)   2,459,856    78,184,814   33,097,279
                          ------------  -----------  ------------  -----------
From capital
 transactions:
 Net premiums............   12,174,256    6,231,291    23,530,758   17,725,498
 Transfers (to) from the
  general account of
  GE Life and Annuity:
   Death benefits........     (689,793)    (410,382)   (1,199,344)    (894,216)
   Surrenders............   (5,269,460)  (4,432,337)  (14,095,955)  (9,299,680)
   Administrative expense
    (note 3).............      (69,547)     (55,996)     (221,476)    (184,119)
   Transfer gain (loss)
    and transfer fees....     (235,556)     (86,859)       87,768       (3,882)
 Transfers (to) from the
  Guarantee Account (note
  1).....................   13,999,173    8,638,887    14,646,072   17,267,813
 Interfund transfers.....   (4,224,435)  10,655,917    (8,629,648)  (7,357,815)
                          ------------  -----------  ------------  -----------
Increase (decrease) in
 net assets from capital
 transactions............   15,684,638   20,540,521    14,118,175   17,253,599
                          ------------  -----------  ------------  -----------
Increase (decrease) in
 net assets..............   13,720,462   23,000,377    92,302,989   50,350,878
Net assets at beginning
 of year.................   62,746,060   39,745,683   189,366,694  139,015,816
                          ------------  -----------  ------------  -----------
Net assets at end of
 year.................... $ 76,466,522   62,746,060   281,669,683  189,366,694
                          ============  ===========  ============  ===========
</TABLE>

                                      F-21
<PAGE>

                      GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                 Statements of Changes in Net Assets, Continued

<TABLE>
<CAPTION>
                                       Oppenheimer Variable Account Funds (continued)
                          ------------------------------------------------------------------------------
                                 Aggressive                    High                    Multiple
                                   Growth                     Income                  Strategies
                                   Fund/VA                    Fund/VA                   Fund/VA
                          --------------------------  ------------------------  ------------------------
                           Year ended December 31,    Year ended December 31,   Year ended December 31,
                          --------------------------  ------------------------  ------------------------
                              1999          1998         1999         1998         1999         1998
                          -------------  -----------  -----------  -----------  -----------  -----------
<S>                       <C>            <C>          <C>          <C>          <C>          <C>
Increase (decrease) in
 net assets
From operations:
 Net investment income
  (expense).............  $  (3,119,024)  (2,113,073)   9,391,426    1,269,071    1,728,011     (243,868)
 Net realized gain
  (loss)................     43,460,518   19,896,478   (2,467,228)     (99,049)   1,998,615    1,712,582
 Unrealized appreciation
  (depreciation) on
  investments...........    120,804,294     (396,149)  (1,860,876)  (7,301,468)     249,173   (1,662,556)
 Capital gain
  distribution..........            --     5,372,387          --     4,091,636    3,958,345    4,043,187
                          -------------  -----------  -----------  -----------  -----------  -----------
Increase (decrease) in
 net assets from
 operations.............    161,145,788   22,759,643    5,063,322   (2,039,810)   7,934,144    3,849,345
                          -------------  -----------  -----------  -----------  -----------  -----------
From capital
 transactions:
 Net premiums...........     13,548,977    9,377,106   14,520,822   13,886,757    5,277,206    5,911,134
 Transfers (to) from the
  general account of GE
  Life and Annuity:
   Death benefits.......     (1,088,159)    (796,601)  (1,064,649)  (1,060,654)    (560,764)    (527,685)
   Surrenders...........    (20,015,823) (11,332,990) (13,777,348) (10,775,891)  (7,655,266)  (6,115,145)
   Administrative ex-
    pense
    (note 3)............       (320,865)    (280,687)    (181,388)    (189,819)    (112,560)    (118,214)
   Transfer gain (loss)
    and
    transfer fees.......        978,941   (1,028,582)    (340,605)    (612,294)    (334,258)    (298,427)
 Transfers (to) from the
  Guarantee Account
  (note 1)..............      5,300,960   11,708,764   13,711,757   20,861,727    4,683,850    8,281,940
 Interfund transfers....    (19,243,413) (20,227,182) (14,458,320)  (4,351,060)  (8,149,619)  (3,251,940)
                          -------------  -----------  -----------  -----------  -----------  -----------
Increase (decrease) in
 net assets from capital
 transactions...........    (20,839,382) (12,580,172)  (1,589,731)  17,758,766   (6,851,411)   3,881,663
                          -------------  -----------  -----------  -----------  -----------  -----------
Increase (decrease) in
 net assets.............    140,306,406   10,179,471    3,473,591   15,718,956    1,082,733    7,731,008
Net assets at beginning
 of year................    218,026,707  207,847,236  164,004,582  148,285,626   79,754,561   72,023,553
                          -------------  -----------  -----------  -----------  -----------  -----------
Net assets at end of
 year...................  $ 358,333,113  218,026,707  167,478,173  164,004,582   80,837,294   79,754,561
                          =============  ===========  ===========  ===========  ===========  ===========
</TABLE>

                                      F-22
<PAGE>

                      GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                 Statements of Changes in Net Assets, Continued

<TABLE>
<CAPTION>
                                              Variable Insurance Products Fund
                          -----------------------------------------------------------------------------
                          Equity-Income Portfolio       Growth Portfolio         Overseas Portfolio
                          -------------------------  ------------------------  ------------------------
                          Year ended December 31,    Year ended December 31,   Year ended December 31,
                          -------------------------  ------------------------  ------------------------
                              1999         1998         1999         1998         1999         1998
                          ------------  -----------  -----------  -----------  -----------  -----------
<S>                       <C>           <C>          <C>          <C>          <C>          <C>
Increase (decrease) in
 net assets
From operations:
 Net investment income
  (expense).............  $    944,026      365,176   (5,548,208)  (2,577,337)     211,935      761,025
 Net realized gain
  (loss)................    32,608,373   40,058,923   40,501,315   17,030,101   22,135,968   12,998,779
 Unrealized appreciation
  (depreciation) on
  investments...........   (23,171,445)  (9,194,909)  83,757,029   58,825,099   16,842,471   (6,292,784)
 Capital gain
  distribution..........    22,604,590   31,355,502   46,850,486   41,858,263    2,564,494    6,294,605
                          ------------  -----------  -----------  -----------  -----------  -----------
Increase (decrease) in
 net assets from
 operations.............    32,985,544   62,584,692  165,560,622  115,136,126   41,754,868   13,761,625
                          ------------  -----------  -----------  -----------  -----------  -----------
From capital
 transactions:
 Net premiums...........    55,451,274   46,774,052  102,689,652   15,214,848    5,626,757    1,843,855
 Transfers (to) from the
  general account of GE
  Life and Annuity:
   Death benefits.......    (3,558,664)  (3,800,272)  (2,182,323)  (2,191,698)    (566,490)    (439,740)
   Surrenders...........   (58,264,096) (39,388,010) (50,608,296) (23,927,419) (11,598,256)  (6,306,537)
   Administrative
    expense (note 3)....      (810,775)    (787,804)    (662,552)    (510,394)    (182,204)    (183,116)
   Transfer gain (loss)
    and transfer fees...      (463,678)  (4,002,591)    (193,058)  (1,467,259)     691,511   (1,416,329)
 Transfers (to) from the
  Guarantee Account
  (note 1)..............    32,482,731   49,734,168   27,141,802    9,000,692    1,257,466    2,209,192
 Interfund transfers....   (59,307,860) (32,464,680)  13,823,927   (8,701,771) (10,841,539) (14,310,296)
                          ------------  -----------  -----------  -----------  -----------  -----------
Increase (decrease) in
 net assets from capital
 transactions...........   (34,471,068)  16,064,863   90,009,152  (12,583,001) (15,612,755) (18,602,971)
                          ------------  -----------  -----------  -----------  -----------  -----------
Increase (decrease) in
 net assets.............    (1,485,524)  78,649,555  255,569,774  102,553,125   26,142,113   (4,841,346)
Net assets at beginning
 of year................   692,232,327  613,582,772  417,566,732  315,013,607  103,463,275  108,304,621
                          ------------  -----------  -----------  -----------  -----------  -----------
Net assets at end of
 year...................  $690,746,803  692,232,327  673,136,506  417,566,732  129,605,388  103,463,275
                          ============  ===========  ===========  ===========  ===========  ===========
</TABLE>

                                      F-23
<PAGE>

                      GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                 Statements of Changes in Net Assets, Continued

<TABLE>
<CAPTION>
                                  Variable Insurance Products Fund II
                            ---------------------------------------------------
                            Asset Manager Portfolio     Contrafund Portfolio
                            -------------------------  ------------------------
                            Year ended December 31,    Year ended December 31,
                            -------------------------  ------------------------
                                1999         1998         1999         1998
                            ------------  -----------  -----------  -----------
<S>                         <C>           <C>          <C>          <C>
Increase (decrease) in net
 assets
From operations:
 Net investment income
  (expense)...............  $ 10,625,511    9,625,658   (3,779,196)  (1,952,491)
 Net realized gain (loss)
  ........................    16,067,053   12,994,733   24,922,273   14,314,697
 Unrealized appreciation
  (depreciation) on
  investments.............    (2,840,015)  (5,404,033)  55,449,896   47,868,379
 Capital gain
  distribution............    20,776,345   45,774,419   12,495,419   12,625,996
                            ------------  -----------  -----------  -----------
Increase (decrease) in net
 assets from operations...    44,628,894   62,990,777   89,088,392   72,856,581
                            ------------  -----------  -----------  -----------
From capital transactions:
 Net premiums.............    14,653,091   10,264,331   82,802,444   25,285,801
 Transfers (to) from the
  general account of
  GE Life and Annuity:
  Death benefits..........    (2,929,710)  (2,712,196)  (1,793,088)  (1,246,412)
  Surrenders..............   (65,155,121) (43,729,546) (26,567,889) (13,148,361)
  Administrative expense
   (note 3)...............    (1,071,066)  (1,091,339)    (379,551)    (296,892)
  Transfer gain (loss) and
   transfer fees..........    (2,618,892)  (6,077,325)  (2,525,155)    (122,549)
 Transfers (to) from
  Guarantee Account
  (note 1)................     9,583,071    9,427,060   32,522,703   25,805,412
 Interfund transfers......   (21,111,137) (12,459,422)   4,661,245   (7,547,010)
                            ------------  -----------  -----------  -----------
Increase (decrease) in net
 assets from capital
 transactions.............   (68,649,764) (46,378,437)  88,720,709   28,729,989
                            ------------  -----------  -----------  -----------
Increase (decrease) in net
 assets...................   (24,020,870)  16,612,340  177,809,101  101,586,570
Net assets at beginning of
 year.....................   500,487,152  483,874,812  343,723,966  242,137,396
                            ------------  -----------  -----------  -----------
Net assets at end of
 year.....................  $476,466,282  500,487,152  521,533,067  343,723,966
                            ============  ===========  ===========  ===========
</TABLE>

                                      F-24
<PAGE>

                      GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                 Statements of Changes in Net Assets, Continued

<TABLE>
<CAPTION>
                                  Variable Insurance Products Fund III
                            ---------------------------------------------------
                                Growth & Income         Growth Opportunities
                                   Portfolio                 Portfolio
                            ------------------------  -------------------------
                            Year ended December 31,   Year ended December 31,
                            ------------------------  -------------------------
                                1999         1998         1999         1998
                            ------------  ----------  ------------  -----------
<S>                         <C>           <C>         <C>           <C>
Increase (decrease) in net
 assets
From operations:
 Net investment income
  (expense)...............  $   (868,119)   (420,269)     (495,856)    (241,549)
 Net realized gain
  (loss)..................     3,957,786     983,225     2,346,277      378,467
 Unrealized appreciation
  (depreciation) on
  investments.............     2,814,926   7,912,728      (404,266)   6,815,534
 Capital gain
  distribution............       785,993     102,863     1,053,105      739,930
                            ------------  ----------  ------------  -----------
Increase (decrease) in net
 assets from operations...     6,690,586   8,578,547     2,499,260    7,692,382
                            ------------  ----------  ------------  -----------
From capital transactions:
 Net premiums.............    37,343,267  13,303,380    31,843,565   10,151,968
 Transfers (to) from the
  general account of
  GE Life and Annuity:
  Death benefits..........      (452,650)   (688,026)     (291,426)    (104,398)
  Surrenders..............    (4,513,761) (1,264,908)   (4,617,789)  (1,515,091)
  Administrative expense
   (note 3)...............       (71,973)    (29,641)      (57,526)     (29,463)
  Transfer gain (loss) and
   transfer fees..........       351,485     732,615       253,392      483,076
 Transfers (to) from
  Guarantee Account (note
  1)......................    24,539,942  10,185,026    15,970,057   10,705,328
 Interfund transfers......      (525,341) 10,322,368     1,492,494    9,164,481
                            ------------  ----------  ------------  -----------
Increase (decrease) in net
 assets from capital
 transactions.............    56,670,969  32,560,814    44,592,767   28,855,901
                            ------------  ----------  ------------  -----------
Increase (decrease) in net
 assets...................    63,361,555  41,139,361    47,092,027   36,548,283
Net assets at beginning of
 year.....................    56,847,583  15,708,222    53,636,058   17,087,775
                            ------------  ----------  ------------  -----------
Net assets at end of
 year.....................  $120,209,138  56,847,583   100,728,085   53,636,058
                            ============  ==========  ============  ===========
</TABLE>

                                      F-25
<PAGE>

                      GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                 Statements of Changes in Net Assets, Continued

<TABLE>
<CAPTION>
                                              Federated Insurance Series
                          ------------------------------------------------------------------------
                                 American                High Income
                                  Leaders                   Bond                   Utility
                                  Fund II                  Fund II                 Fund II
                          ------------------------  ----------------------  ----------------------
                                                     Year ended December     Year ended December
                          Year ended December 31,            31,                     31,
                          ------------------------  ----------------------  ----------------------
                              1999         1998        1999        1998        1998        1996
                          ------------  ----------  ----------  ----------  ----------  ----------
<S>                       <C>           <C>         <C>         <C>         <C>         <C>
Increase (decrease) in
 net assets
From operations:
 Net investment income
  (expense).............  $   (513,220)   (550,126)  3,467,372     377,590     481,654    (182,451)
 Net realized gain
  (loss)................     1,360,681   1,333,508  (1,194,670)    901,146   1,236,132   1,730,044
 Unrealized appreciation
  (depreciation) on
  investments...........    (4,248,287)  4,019,536  (1,948,643)   (615,798) (3,774,428)  1,205,055
 Capital gain
  distribution..........     7,121,918   2,704,294     372,335     273,209   2,310,160   1,841,863
                          ------------  ----------  ----------  ----------  ----------  ----------
Increase (decrease) in
 net assets from
 operations.............     3,721,092   7,507,212     696,394     936,147     253,518   4,594,511
                          ------------  ----------  ----------  ----------  ----------  ----------
From capital
 transactions:
 Net premiums...........    21,419,498  17,174,298  12,914,758   7,609,375   9,759,421   5,300,423
 Transfers (to) from the
  general account of GE
  Life and Annuity:
   Death benefits.......      (221,728)   (702,585)   (245,085)   (420,052)   (562,420)   (295,533)
   Surrenders...........    (5,313,269) (2,256,129) (3,914,221) (3,031,255) (3,154,249) (1,872,219)
   Administrative
    expense (note 3)....       (77,785)    (47,545)    (43,801)    (34,940)    (45,364)    (36,851)
   Transfer gain (loss)
    and transfer fees...       (56,238)    404,576         989     650,014    (154,923)   (738,016)
 Transfers (to) from the
  Guarantee Account
  (note 1)..............    15,009,686  15,132,233  11,169,833  12,815,682  10,141,825   5,791,377
 Interfund transfers....    (7,715,367)  2,109,439  (5,891,810) (1,253,689) (2,728,703)  2,670,259
                          ------------  ----------  ----------  ----------  ----------  ----------
Increase (decrease) in
 net assets from capital
 transactions...........    23,044,797  31,814,287  13,990,663  16,335,135  13,255,587  10,819,440
                          ------------  ----------  ----------  ----------  ----------  ----------
Increase (decrease) in
 net assets.............    26,765,889  39,321,499  14,687,057  17,271,282  13,509,105  15,413,951
Net assets at beginning
 of year................    74,215,225  34,893,726  52,466,629  35,195,347  45,811,845  30,397,894
                          ------------  ----------  ----------  ----------  ----------  ----------
Net assets at end of
 year...................  $100,981,114  74,215,225  67,153,686  52,466,629  59,320,950  45,811,845
                          ============  ==========  ==========  ==========  ==========  ==========
</TABLE>

                                      F-26
<PAGE>

                      GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                 Statements of Changes in Net Assets, Continued

<TABLE>
<CAPTION>
                                          Alger American Fund
                            --------------------------------------------------
                             Small Capitalization
                                   Portfolio             Growth Portfolio
                            ------------------------  ------------------------
                            Year ended December 31,   Year ended December 31,
                            ------------------------  ------------------------
                                1999         1998        1999         1998
                            ------------  ----------  -----------  -----------
<S>                         <C>           <C>         <C>          <C>
Increase (decrease) in net
 assets
From operations:
 Net investment income
  (expense)...............  $ (1,348,858) (1,053,686)  (2,681,920)    (966,536)
 Net realized gain
  (loss)..................     4,496,020     411,066   16,000,254    4,172,054
 Unrealized appreciation
  (depreciation) on in-
  vestments...............    25,658,694   2,406,527   34,200,259   20,408,775
 Capital gain distribu-
  tion....................    11,288,748  10,556,556   16,366,607   13,947,299
                            ------------  ----------  -----------  -----------
Increase (decrease) in net
 assets from operations...    40,094,604  12,320,463   63,885,200   37,561,592
                            ------------  ----------  -----------  -----------
From capital transactions:
 Net premiums.............    18,801,609   6,622,636   92,259,433   11,725,922
 Transfers (to) from the
  general account of
  GE Life and Annuity:
   Death benefits.........      (420,284)   (459,998)  (1,648,447)    (663,235)
   Surrenders.............    (7,370,878) (3,709,013) (13,584,719)  (5,345,156)
   Administrative expense
    (note 3)..............       (95,877)    (83,804)    (148,219)     (89,422)
   Transfer gain (loss)
    and transfer fees.....       339,009     246,716      622,265      (10,013)
 Transfers (to) from the
  Guarantee Account (note
  1)......................     7,500,439   8,384,117   26,764,387    9,961,009
 Interfund transfers......    (9,144,368) (2,794,548)  22,462,752    6,706,761
                            ------------  ----------  -----------  -----------
Increase (decrease) in net
 assets from capital
 transactions.............     9,609,650   8,206,106  126,727,452   22,285,866
                            ------------  ----------  -----------  -----------
Increase (decrease) in net
 assets...................    49,704,254  20,526,569  190,612,652   59,847,458
Net assets at beginning of
 year.....................    94,354,259  73,827,690  132,001,271   72,153,813
                            ------------  ----------  -----------  -----------
Net assets at end of
 year.....................  $144,058,513  94,354,259  322,613,923  132,001,271
                            ============  ==========  ===========  ===========
</TABLE>

                                      F-27
<PAGE>

                      GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                 Statements of Changes in Net Assets, Continued

<TABLE>
<CAPTION>
                                     PBHG Insurance Series Fund, Inc.
                               -----------------------------------------------
                                        PBHG                    PBHG
                                     Large Cap                Growth II
                                  Growth Portfolio            Portfolio
                               -----------------------  ----------------------
                                Year ended December      Year ended December
                                        31,                      31,
                               -----------------------  ----------------------
                                  1999         1998        1999        1998
                               -----------  ----------  ----------  ----------
<S>                            <C>          <C>         <C>         <C>
Increase (decrease) in net
 assets
From operations:
 Net investment income (ex-
  pense)...................... $  (183,335)   (106,500)   (211,133)   (119,244)
 Net realized gain (loss).....   1,293,989     282,909   2,553,635    (281,878)
 Unrealized appreciation (de-
  preciation) on investments..   7,139,998   2,025,080  11,061,365   1,029,558
 Capital gain distribution....         --          --          --          --
                               -----------  ----------  ----------  ----------
Increase (decrease) in net
 assets from operations.......   8,250,652   2,201,489  13,403,867     628,436
                               -----------  ----------  ----------  ----------
From capital transactions:
 Net premiums.................   1,893,719   2,342,871   2,634,384   1,855,144
 Transfers (to) from the gen-
  eral account of GE Life and
  Annuity:
  Death benefits..............    (120,414)    (42,994)    (31,216)   (117,890)
  Surrenders..................  (2,112,511)   (588,848) (1,282,939)   (409,105)
  Administrative expense (note
   3).........................     (13,054)     (7,464)    (13,646)     (8,868)
  Transfer gain (loss) and
   transfer fees..............       8,735      40,495      92,029      27,528
 Transfers (to) from the
  Guarantee Account (note 1)     2,244,446   2,026,921   1,647,321   2,485,422
 Interfund transfers..........   1,070,497   1,290,849   5,263,684    (477,840)
                               -----------  ----------  ----------  ----------
Increase (decrease) in net
 assets from capital
 transactions.................   2,971,418   5,061,830   8,309,617   3,354,391
                               -----------  ----------  ----------  ----------
Increase (decrease) in net
 assets.......................  11,222,070   7,263,319  21,713,484   3,982,827
Net assets at beginning of
 year.........................  11,981,586   4,718,267  10,934,767   6,951,940
                               -----------  ----------  ----------  ----------
Net assets at end of year..... $23,203,656  11,981,586  32,648,251  10,934,767
                               ===========  ==========  ==========  ==========
</TABLE>

                                      F-28
<PAGE>

                      GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                 Statements of Changes in Net Assets, Continued

<TABLE>
<CAPTION>
                                           Janus Aspen Series
                            ---------------------------------------------------
                                   Aggressive
                                     Growth                    Growth
                                   Portfolio                  Portfolio
                            -------------------------  ------------------------
                            Year ended December 31,    Year ended December 31,
                            -------------------------  ------------------------
                                1999         1998         1999         1998
                            ------------  -----------  -----------  -----------
<S>                         <C>           <C>          <C>          <C>
Increase (decrease) in net
 assets
From operations:
 Net investment income
  (expense)...............  $   (174,869)  (1,431,833)  (4,896,666)   6,056,709
 Net realized gain
  (loss)..................    62,362,096   11,413,034   35,813,367   11,096,226
 Unrealized appreciation
  (depreciation) on
  investments.............   163,992,838   24,333,274  142,877,179   56,452,101
 Capital gain
  distribution............     4,906,978          --     2,247,871    7,613,462
                            ------------  -----------  -----------  -----------
  Increase (decrease) in
   net assets from
   operations.............   231,087,043   34,314,475  176,041,751   81,218,498
                            ------------  -----------  -----------  -----------
From capital transactions:
 Net premiums.............    82,694,488    4,886,885  129,921,095   19,968,429
 Transfers (to) from the
  general account of
  GE Life and Annuity:
   Death benefits.........      (693,006)    (815,476)  (2,337,901)  (1,360,596)
   Surrenders.............   (14,862,560)  (5,681,643) (28,100,426) (11,799,421)
   Administrative expense
    (note 3)..............      (206,645)    (120,730)    (458,087)    (317,146)
   Transfer gain (loss)
    and transfer fees.....    (5,761,812)    (352,260)     893,020     (691,664)
 Transfers (to) from the
  Guarantee Account (note
  1)......................    14,163,240    4,693,626   37,755,657   19,406,972
 Interfund transfers......    74,808,346   (8,460,504)  42,077,065    3,890,833
                            ------------  -----------  -----------  -----------
Increase (decrease) in net
 assets from capital
 transactions.............   150,142,051   (5,850,102) 179,750,423   29,097,407
                            ------------  -----------  -----------  -----------
Increase (decrease) in net
 assets...................   381,229,094   28,464,373  355,792,174  110,315,905
Net assets at beginning of
 year.....................   134,279,495  105,815,122  334,384,822  224,068,917
                            ------------  -----------  -----------  -----------
Net assets at end of
 year.....................  $515,508,589  134,279,495  690,176,996  334,384,822
                            ============  ===========  ===========  ===========
</TABLE>

                                      F-29
<PAGE>

                      GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                 Statements of Changes in Net Assets, Continued

<TABLE>
<CAPTION>
                                               Janus Aspen Series (continued)
                          -----------------------------------------------------------------------------
                                 Worldwide                                            Flexible
                                   Growth                   Balanced                   Income
                                 Portfolio                  Portfolio                 Portfolio
                          -------------------------  ------------------------  ------------------------
                          Year ended December 31,    Year ended December 31,   Year ended December 31,
                          -------------------------  ------------------------  ------------------------
                              1999         1998         1999         1998         1999         1998
                          ------------  -----------  -----------  -----------  -----------  -----------
<S>                       <C>           <C>          <C>          <C>          <C>          <C>
Increase (decrease) in
 net assets
From operations:
 Net investment income
  (expense).............  $ (7,350,545)   6,523,226    3,945,453    3,182,878    2,762,764    1,259,217
 Net realized gain
  (loss)................    59,273,825   46,111,510   13,526,836    3,053,389     (288,141)     222,001
 Unrealized appreciation
  (depreciation) on
  investments...........   309,685,852   41,481,543   55,762,394   28,743,051   (2,373,888)      30,008
 Capital gain
  distribution..........           --     4,933,615          --       722,300      146,515       66,130
                          ------------  -----------  -----------  -----------  -----------  -----------
Increase (decrease) in
 net assets from
 operations.............   361,609,132   99,049,894   73,234,683   35,701,618      247,250    1,577,356
                          ------------  -----------  -----------  -----------  -----------  -----------
From capital
 transactions:
 Net premiums...........   103,924,205   44,526,187  123,717,725   24,644,401   12,258,667    4,066,867
 Transfers (to) from the
  general account of GE
  Life and Annuity:
   Death benefits.......    (2,973,664)  (1,373,901)  (1,474,438)    (857,556)    (202,784)     (36,188)
   Surrenders...........   (40,772,035) (19,617,340) (20,730,548)  (9,165,787)  (2,936,151)    (813,459)
   Administrative
    expense (note 3)....      (619,954)    (469,515)    (267,776)    (138,515)     (34,631)     (21,644)
   Transfer gain (loss)
    and transfer fees...       934,945      125,152      456,442    1,031,515     (128,719)     453,024
 Transfers (to) from the
  Guarantee Account
  (note 1)..............    51,917,924   41,574,483   78,194,170   24,485,481   13,890,840    7,043,148
 Interfund transfers....     5,019,615     (124,706)  32,520,849   21,236,757      312,624    6,439,490
                          ------------  -----------  -----------  -----------  -----------  -----------
Increase (decrease) in
 net assets from capital
 transactions...........   117,431,036   64,640,360  212,416,424   61,236,296   23,159,846   17,131,238
                          ------------  -----------  -----------  -----------  -----------  -----------
Increase (decrease) in
 net assets.............   479,040,168  163,690,254  285,651,107   96,937,914   23,407,096   18,708,594
Net assets at beginning
 of year................   508,816,336  345,126,082  174,576,149   77,638,235   33,045,345   14,336,751
                          ------------  -----------  -----------  -----------  -----------  -----------
Net assets at end of
 year...................  $987,856,504  508,816,336  460,227,256  174,576,149   56,452,441   33,045,345
                          ============  ===========  ===========  ===========  ===========  ===========
</TABLE>

                                      F-30
<PAGE>

                      GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                 Statements of Changes in Net Assets, Continued

<TABLE>
<CAPTION>
                                     Janus Aspen Series (continued)
                             -------------------------------------------------
                              International Growth      Capital Appreciation
                                    Portfolio                Portfolio
                             ------------------------  -----------------------
                                                        Year ended December
                             Year ended December 31,            31,
                             ------------------------  -----------------------
                                 1999         1998        1999         1998
                             ------------  ----------  -----------  ----------
<S>                          <C>           <C>         <C>          <C>
Increase (decrease) in net
 assets
From operations:
 Net investment income
  (expense)................. $ (1,103,843)    285,215   (2,139,496)   (129,163)
 Net realized gain (loss)...    6,798,898   7,205,182   12,257,740     336,728
 Unrealized appreciation
  (depreciation) on
  investments...............   68,867,033   1,486,427   88,365,393   7,532,890
 Capital gain distribution..          --      168,340      909,471         --
                             ------------  ----------  -----------  ----------
  Increase (decrease) in net
   assets from operations...   74,562,088   9,145,164   99,393,108   7,740,455
                             ------------  ----------  -----------  ----------
From capital transactions:
 Net premiums...............   19,686,581   7,538,624  136,931,557   8,764,540
 Transfers (to) from the
  general account of GE Life
  and Annuity:
  Death benefits............     (397,836)   (372,667)  (1,194,716)    (52,380)
  Surrenders................   (5,164,544) (2,368,354)  (7,042,061)   (765,563)
  Administrative expense
   (note 3).................      (84,094)    (70,684)     (94,871)    (11,745)
  Transfer gain (loss) and
   transfer fees............       96,657      74,891      280,719     485,206
 Transfer (to) from the
  Guarantee Account (note
  1)........................    8,757,358  10,288,178   34,911,459   4,797,081
 Interfund transfers........    9,262,544  (1,419,705)  67,308,216  15,456,302
                             ------------  ----------  -----------  ----------
Increase (decrease) in net
 assets from capital
 transactions...............   32,156,666  13,670,283  231,100,303  28,673,441
                             ------------  ----------  -----------  ----------
Increase (decrease) in net
 assets.....................  106,718,754  22,815,447  330,493,411  36,413,896
Net assets at beginning of
 year.......................   77,481,173  54,665,726   39,083,471   2,669,575
                             ------------  ----------  -----------  ----------
Net assets at end of year... $184,199,927  77,481,173  369,576,882  39,083,471
                             ============  ==========  ===========  ==========
</TABLE>



                                      F-31
<PAGE>

                      GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                 Statements of Changes in Net Assets, Continued

<TABLE>
<CAPTION>
                                                Goldman Sachs
                                             Variable Insurance
                                                    Trust
                             ----------------------------------------------------
                                    Growth and                   Mid Cap
                                      Income                      Value
                                       Fund                       Fund
                             -------------------------- -------------------------
                                           Period from               Period from
                                             May 12,                    May 8,
                              Year ended     1998 to     Year ended    1998 to
                             December 31,  December 31, December 31, December 31,
                                 1999          1998         1999         1998
                             ------------  ------------ ------------ ------------
<S>                          <C>           <C>          <C>          <C>
Increase (decrease) in net
 assets
From operations:
 Net investment income
  (expense)................  $    16,010       20,010        (7,991)     12,176
 Net realized gain (loss)..        9,945      (32,043)       40,722     (72,641)
 Unrealized appreciation
  (depreciation) on
  investments..............      215,378       40,081      (786,328)     12,789
 Capital gain
  distribution.............          --           --            --          --
                             -----------    ---------    ----------   ---------
Increase (decrease) in net
 assets from operations....      241,333       28,048      (753,597)    (47,676)
                             -----------    ---------    ----------   ---------
From capital transactions:
 Net premiums..............    3,188,933    1,873,044     7,662,493   1,653,452
 Transfers (to) from the
  general account of GE
  Life and Annuity:
  Death benefits...........          --           --        (44,741)        --
  Surrenders...............     (312,406)     (42,593)     (399,418)    (42,773)
  Administrative expense
   (note 3)................       (5,657)        (447)       (6,665)       (527)
  Transfer gain (loss) and
   transfer fees...........      (17,014)      89,687       129,599     (48,872)
 Transfer (to) from the
  Guarantee Account (note
  1).......................    2,602,797    1,085,095     3,097,131   1,327,515
 Interfund transfers.......      238,136    1,229,734     3,205,503     782,072
                             -----------    ---------    ----------   ---------
Increase (decrease) in net
 assets from capital
 transactions..............    5,694,789    4,234,520    13,643,902   3,670,867
                             -----------    ---------    ----------   ---------
Increase (decrease) in net
 assets....................    5,936,122    4,262,568    12,890,305   3,623,191
Net assets at beginning of
 year......................    4,262,568          --      3,623,191         --
                             -----------    ---------    ----------   ---------
Net assets at end of year..  $10,198,690    4,262,568    16,513,496   3,623,191
                             ===========    =========    ==========   =========
</TABLE>

                                      F-32
<PAGE>

                      GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                 Statements of Changes in Net Assets, Continued

<TABLE>
<CAPTION>
                                           Salomon Brothers Variable Series Fund Inc.
                          -----------------------------------------------------------------------------
                                  Strategic                                             Total
                                    Bond                    Investors                  Return
                                    Fund                      Fund                      Fund
                          ------------------------- ------------------------- -------------------------
                                       Period from               Period from               Period from
                                       October 22,               November 27,              October 30,
                           Year ended    1998 to     Year ended    1998 to     Year ended    1998 to
                          December 31, December 31, December 31, December 31, December 31, December 31,
                              1999         1998         1999         1998         1999         1998
                          ------------ ------------ ------------ ------------ ------------ ------------
<S>                       <C>          <C>          <C>          <C>          <C>          <C>
Increase (decrease) in
 net assets
From operations:
 Net investment income
  (expense).............   $  227,713      5,736           144          40        53,428       4,787
 Net realized gain
  (loss)................        1,001        322       (45,705)        --          1,801           1
 Unrealized appreciation
  (depreciation) on
  investments...........     (204,979)    (4,823)       79,688         321      (108,299)     (2,958)
 Capital gain
  distribution..........          --         121           --          --            --        1,011
                           ----------    -------     ---------      ------     ---------     -------
Increase (decrease) in
 net assets from
 operations.............       23,735      1,356        34,127         361       (53,070)      2,841
                           ----------    -------     ---------      ------     ---------     -------
From capital
 transactions:
 Net premiums...........    2,763,150     19,355     2,330,816       9,900     1,867,404     168,401
 Transfers (to) from the
  general account of GE
  Life and Annuity:
  Death benefits........      (10,950)       --            --          --            --          --
  Surrenders............     (107,247)       --        (29,589)        --        (26,394)        (16)
  Administrative expense
   (note 3).............       (1,739)       (17)         (405)         (3)       (1,097)        --
  Transfer gain (loss)
   and transfer fees....       (3,392)       (48)       39,941         123           741         140
 Transfer (to) from the
  Guarantee Account
  (note 1)..............    1,179,490     14,903       425,716         606     1,001,197      14,269
 Interfund transfers....    1,352,931     96,473       980,314         --        118,197     158,086
                           ----------    -------     ---------      ------     ---------     -------
Increase (decrease) in
 net assets from capital
 transactions...........    5,172,243    130,666     3,746,793      10,626     2,960,048     340,880
                           ----------    -------     ---------      ------     ---------     -------
Increase (decrease) in
 net assets.............    5,195,978    132,022     3,780,920      10,987     2,906,978     343,721
Net assets at beginning
 of year................      132,022        --         10,987         --        343,721         --
                           ----------    -------     ---------      ------     ---------     -------
Net assets at end of
 year...................   $5,328,000    132,022     3,791,907      10,987     3,250,699     343,721
                           ==========    =======     =========      ======     =========     =======
</TABLE>

                See accompanying notes to financial statements.

                                      F-33
<PAGE>

                     GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                         Notes to Financial Statements

                               December 31, 1999

(1) Description of Entity

  GE Life & Annuity Separate Account 4 (the Account), formerly Life of
Virginia Separate Account 4, is a separate investment account established in
1987 by GE Life and Annuity Assurance Company (GE Life & Annuity), formerly
The Life Insurance Company of Virginia, under the laws of the Commonwealth of
Virginia. The Account operates as a unit investment trust under the Investment
Company Act of 1940. The Account is used to fund certain benefits for flexible
premium variable deferred annuity life insurance policies issued by GE Life &
Annuity. GE Life and Annuity Assurance Company is a stock life insurance
company operating under a charter granted by the Commonwealth of Virginia on
March 21, 1871. A majority of the capital stock of GE Life & Annuity is owned
by General Electric Capital Assurance Company. General Electric Capital
Assurance Company and its parent, GE Financial Assurance Holdings, Inc. are
indirectly, wholly-owned subsidiaries of General Electric Capital Corporation
(GE Capital). GE Capital, a diversified financial services company, is a
wholly-owned subsidiary of General Electric Company (GE), a New York
corporation.

  In June 1999, a new investment subdivision was added to the Account for all
types of units (see Note 2). The Premier Growth Equity Fund invests solely in
a designated portfolio of the GE Investment Funds, Inc. and is a series type
mutual fund. Between 1997 and 1999, the Oppenheimer Variable Account Capital
Appreciation Fund changed its name to the Oppenheimer Variable Account
Aggressive Growth Fund/VA and the Oppenheimer Variable Account Growth Fund
changed its name to the Oppenheimer Variable Account Capital Appreciation
Fund/VA.

  In October 1998, three new investment subdivisions were added to the
Account. The Investors Fund, Strategic Bond Fund, and the Total Return Fund
each invest solely in a designated portfolio of the Salomon Brothers Variable
Series Fund Inc.

  In May 1998, three new investment subdivisions were added to the Account.
The U.S. Equity Portfolio invests solely in a designated portfolio of the GE
Investments Funds, Inc. The Mid Cap Value Fund (formerly known as the Mid Cap
Equity Fund) and Growth and Income Fund each invest solely in a designated
portfolio of the Goldman Sachs Variable Insurance Trust. All designated
portfolios described above are series type mutual funds.

  Policyowners may transfer cash values between the Account's portfolios and
the Guarantee Account that is part of the general account of GE Life &
Annuity. Amounts transferred to the Guarantee Account earn interest at the
interest rate in effect at the time of such transfer and remain in effect for
one year, after which a new rate may be declared.

(2) Summary of Significant Accounting Policies

 (a) Unit Classes

  There are four unit classes included in the Account. Type I units are sold
under policy form P1140 and P1141. Type II units are sold under policy forms
P1142, P1142N and P1143. Type III units are eligible for up to a 4% bonus
credit and are sold under policy form P1152 and began sales in the first
quarter of 1999. Type IV unit sales are sold under Policy Form P1151 and began
sales in the second quarter of 1999.

                                     F-34
<PAGE>

                     GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                  Notes to Financial Statements -- Continued

                               December 31, 1999


(2) Summary of Significant Accounting Policies -- Continued

 (b) Investments

Investments are stated at fair value which is based on the underlying net
asset value per share of the respective portfolios or funds. Purchases and
sales of investments are recorded on the trade date and income distributions
are recorded on the ex-dividend date. Realized gains and losses on investments
are determined on the average cost basis. The units and unit values are
disclosed as of the last business day in the applicable year.

The aggregate cost of investments acquired and the aggregate proceeds of
investments sold, for the year ended December 31, 1999 were:

<TABLE>
<CAPTION>
                                                      Cost of        Proceeds
                                                       Shares          from
Fund/Portfolio                                        Acquired     Shares Sold
- --------------                                     -------------- --------------
<S>                                                <C>            <C>
GE Investment Funds, Inc.:
 S&P 500 Index Fund............................... $  479,953,109    240,675,116
 Money Market Fund................................  2,709,722,205  2,475,380,915
 Total Return Fund................................     51,675,569     21,161,494
 International Equity Fund........................     58,643,467     54,760,704
 Real Estate Securities Fund......................     10,713,861     15,004,297
 Global Income Fund...............................      6,954,217      7,026,889
 Value Equity Fund................................     54,346,586     25,721,299
 Income Fund......................................     29,457,972     16,007,415
 U.S. Equity Fund.................................     43,581,601      7,797,307
 Premier Growth Equity Fund.......................     38,883,748     14,367,536
Oppenheimer Variable Account Funds:
 Bond Fund/VA.....................................     45,060,045     26,657,558
 Aggressive Growth Fund/VA........................    197,174,231    222,386,370
 Capital Appreciation Fund/VA.....................     71,654,277     52,761,076
 High Income Fund/VA..............................     92,366,718     84,579,951
 Multiple Strategies Fund/VA......................     23,029,714     24,055,134
Variable Insurance Products Fund:
 Equity-Income Portfolio..........................    179,598,082    191,780,961
 Growth Portfolio.................................    297,222,394    166,464,545
 Overseas Portfolio...............................    631,917,400    655,516,215
Variable Insurance Products Fund II:
 Asset Manager Portfolio..........................     89,283,720    126,101,734
 Contrafund Portfolio.............................    201,949,816    105,373,757
Variable Insurance Products Fund III:
 Growth & Income Portfolio........................    101,691,761     44,939,988
 Growth Opportunties Portfolio....................     74,653,003     29,331,119
Goldman Sachs Variable Insurance Trust:
 Growth and Income Fund...........................      8,838,178      3,077,278
 Mid Cap Value Fund...............................     24,173,203     10,663,003
Janus Aspen Series:
 Aggressive Growth Portfolio......................    407,424,565    246,382,506
 Growth Portfolio.................................    297,235,227    120,740,868
 Worldwide Growth Portfolio.......................    352,769,148    245,642,656
 Balanced Portfolio...............................    308,476,408     91,408,986
 Flexible Income Portfolio........................     50,727,756     24,540,205
</TABLE>

                                     F-35
<PAGE>

                      GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                   Notes to Financial Statements -- Continued

                               December 31, 1999


(2) Summary of Significant Accounting Policies -- Continued

<TABLE>
<CAPTION>
                                                          Cost of     Proceeds
                                                           Shares       from
Fund/Portfolio                                            Acquired   Shares Sold
- --------------                                          ------------ -----------
<S>                                                     <C>          <C>
 International Growth Portfolio........................ $104,597,851  73,668,969
 Capital Appreciation Portfolio........................  342,016,654 110,984,538
Federated Insurance Series:
 Utility Fund II.......................................   32,061,371  16,065,087
 High Income Bond Fund II..............................  100,193,253  81,675,988
 American Leaders Fund II..............................   61,138,187  31,509,097
The Alger American Fund:
 Small Capitalization Portfolio........................  206,574,736 187,536,157
 Growth Portfolio......................................  278,969,806 138,086,817
PBHG Insurance Series Fund, Inc.:
 PBHG Large Cap Growth Portfolio.......................   10,200,499   7,400,345
 PBHG Growth II Portfolio..............................   19,335,309  11,354,160
Salomon Brothers Variable Series Fund Inc.:
 Strategic Bond Fund...................................    6,599,848   1,173,721
 Investors Fund........................................    5,284,092   1,562,172
 Total Return Fund.....................................    4,562,928   1,541,701
</TABLE>

                                      F-36
<PAGE>

                      GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                   Notes to Financial Statements -- Continued

                               December 31, 1999


(2) Summary of Significant Accounting Policies -- Continued

 (c) Capital Transactions

  The increase (decrease) in outstanding units for Types I, II, III and IV from
capital transactions for the years or periods ended December 31, 1999 and 1998
are as follows:

<TABLE>
<CAPTION>
                                       GE Investments Funds, Inc.
                         ---------------------------------------------------------
                          S&P 500     Money      Total   International Real Estate
                           Index      Market    Return      Equity     Securities
                           Fund        Fund      Fund        Fund         Fund
Type I Units:            ---------  ----------  -------  ------------- -----------
<S>                      <C>        <C>         <C>      <C>           <C>
Units outstanding at
 December 31, 1997......   918,847   3,512,260  631,828     181,530      353,450
                         ---------  ----------  -------     -------     --------
From capital
 transactions:
 Net premiums...........    43,692   3,088,601    8,156      37,608      139,356
 Transfers (to) from the
  general account
  of GE Life & Annuity:
   Death benefits.......    (4,853)    (89,832)  (2,466)       (463)      (1,816)
   Surrenders...........   (75,788) (2,689,646) (56,739)    (24,253)     (85,757)
   Cost of insurance and
    administrative
    expenses............    (2,222)    (13,914)  (1,299)       (767)      (3,200)
 Transfers (to) from the
  Guarantee Account.....    44,702     269,329    8,553      14,103      112,800
 Interfund transfers....   172,435   1,145,551   (3,122)    (46,225)    (198,141)
                         ---------  ----------  -------     -------     --------
Net increase (decrease)
 in units from capital
 transactions...........   177,966   1,710,089  (46,917)    (19,997)     (36,758)
                         ---------  ----------  -------     -------     --------
Units outstanding at
 December 31, 1998...... 1,096,813   5,222,349  584,911     161,533      316,692
                         ---------  ----------  -------     -------     --------
From capital
 transactions:
 Net premiums...........    26,703     759,952    3,914       4,903        4,743
 Transfers (to) from the
  general account
  of GE Life & Annuity:
    Death benefits......    (2,575)    (38,073)  (6,637)       (820)        (798)
    Surrenders..........   (92,539) (2,984,885) (69,560)    (18,356)     (28,756)
    Cost of insurance
     and administrative
     expenses...........    (1,912)     (9,559)  (1,381)       (453)        (656)
 Transfers (to) from the
  Guarantee Account.....    16,215     158,666   11,706       2,536        5,966
 Interfund transfers....    37,185   2,156,824   (9,232)     54,195      (78,972)
                         ---------  ----------  -------     -------     --------
Net increase (decrease)
 in units from capital
 transactions...........   (16,923)     42,925  (71,190)     42,005      (98,473)
                         ---------  ----------  -------     -------     --------
Units outstanding at
 December 31, 1999...... 1,079,890   5,265,274  513,721     203,538      218,219
                         =========  ==========  =======     =======     ========
</TABLE>

                                      F-37
<PAGE>

                      GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                   Notes to Financial Statements -- Continued

                               December 31, 1999


(2) Summary of Significant Accounting Policies -- Continued

<TABLE>
<CAPTION>
                                GE Investments Funds, Inc. (continued)
                            ---------------------------------------------------
                            Global    Value               U.S.       Premier
                            Income   Equity    Income    Equity   Growth Equity
                             Fund     Fund      Fund      Fund        Fund
Type I Units:               -------  -------  ---------  -------  -------------
<S>                         <C>      <C>      <C>        <C>      <C>
Units outstanding at
 December 31, 1997.........  12,950  177,211  1,295,638      --         --
                            -------  -------  ---------  -------     ------
From capital transactions:
 Net premiums..............   3,542   73,340     14,672    2,951        --
 Transfers (to) from the
  general account of GE
  Life & Annuity:
  Death benefits...........     --      (261)    (5,419)     --         --
  Surrenders...............  (3,547) (33,659)   (93,554)     (67)       --
  Cost of insurance and
   administrative
   expenses................     (80)  (1,036)    (1,780)     (24)       --
 Transfers (to) from the
  Guarantee Account........   8,901   54,595     34,085      660        --
 Interfund transfers.......  24,866  115,186     89,003   22,607        --
                            -------  -------  ---------  -------     ------
Net increase (decrease) in
 units from capital
 transactions..............  33,682  208,165     37,007   26,127        --
                            -------  -------  ---------  -------     ------
Units outstanding at
 December 31, 1998.........  46,632  385,376  1,332,645   26,127        --
                            -------  -------  ---------  -------     ------
From capital transactions:
 Net premiums..............     316   59,988      7,628   19,691      1,385
 Transfers (to) from the
  general account of GE
  Life & Annuity:
  Death benefits...........     --    (5,314)   (28,458)     --         --
  Surrenders............... (11,174) (63,009)  (154,718) (12,593)    (2,995)
  Cost of insurance and
   administrative
   expenses................    (106)    (667)    (2,892)    (127)       (39)
 Transfers (to) from the
  Guarantee Account........    (322)  11,639     33,529    2,525      3,139
 Interfund transfers.......  15,435   31,733    (63,546)  47,268     45,113
                            -------  -------  ---------  -------     ------
Net increase (decrease) in
 units from capital
 transactions..............   4,149   34,370   (208,457)  56,764     46,603
                            -------  -------  ---------  -------     ------
Units outstanding at
 December 31, 1999.........  50,781  419,746  1,124,188   82,891     46,603
                            =======  =======  =========  =======     ======
</TABLE>

                                      F-38
<PAGE>

                      GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                   Notes to Financial Statements -- Continued

                               December 31, 1999


(2) Summary of Significant Accounting Policies -- Continued

<TABLE>
<CAPTION>
                                  Oppenheimer Variable Account Funds
                         --------------------------------------------------------
                                   Aggressive    Capital      High      Multiple
                           Bond      Growth    Appreciation  Income    Strategies
                         Fund/VA    Fund/VA      Fund/VA     Fund/VA    Fund/VA
Type I Units:            --------  ----------  ------------ ---------  ----------
<S>                      <C>       <C>         <C>          <C>        <C>
Units outstanding at
 December 31, 1997......  929,630  2,591,419    1,291,813   1,869,843  1,553,549
                         --------  ---------    ---------   ---------  ---------
From capital
 transactions:
 Net premiums...........   74,703     19,338       34,584      31,959     40,822
 Transfers (to) from the
  general account of
  GE Life & Annuity:
   Death benefits.......  (15,395)    (5,238)      (2,748)    (10,837)    (8,380)
   Surrenders........... (407,204)  (170,429)    (110,751)   (182,095)  (161,263)
   Cost of insurance and
    administrative
    expenses............   (5,618)    (5,190)      (2,659)     (4,385)    (3,584)
 Transfers (to) from the
  Guarantee Account.....   81,767     15,924       19,698      51,660     19,533
 Interfund transfers....  257,976   (101,296)     (56,877)    (97,711)   (96,211)
                         --------  ---------    ---------   ---------  ---------
Net increase (decrease)
 in units from capital
 transactions...........  (13,771)  (246,891)    (118,753)   (211,409)  (209,083)
                         --------  ---------    ---------   ---------  ---------
Units outstanding at
 December 31, 1998......  915,859  2,344,528    1,173,060   1,658,434  1,344,466
                         --------  ---------    ---------   ---------  ---------
From capital
 transactions:
 Net premiums...........   16,723      8,891        9,743       6,374      5,456
 Loan interest..........      --         --           --          --         --
 Transfers (to) from the
  general account of
  GE Life & Annuity:
   Death benefits.......   (1,308)    (5,005)      (5,270)    (15,916)   (12,309)
   Surrenders........... (131,944)  (252,917)    (131,083)   (219,777)  (185,583)
   Cost of insurance and
    administrative
    expenses............   (2,123)    (4,988)      (2,494)     (3,586)    (2,994)
  Transfers (to) from
   the Guarantee
   Account..............   31,638     (1,082)       4,151       8,252      4,406
  Interfund transfers...  (60,601)  (284,897)     (90,649)   (188,252)  (102,355)
                         --------  ---------    ---------   ---------  ---------
Net increase (decrease)
 in units from capital
 transactions........... (147,615)  (539,998)    (215,602)   (412,905)  (293,379)
                         --------  ---------    ---------   ---------  ---------
Units outstanding at
 December 31, 1999......  768,244  1,804,530      957,458   1,245,529  1,051,087
                         ========  =========    =========   =========  =========
</TABLE>

                                      F-39
<PAGE>

                      GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                   Notes to Financial Statements -- Continued

                               December 31, 1999


(2) Summary of Significant Accounting Policies -- Continued

<TABLE>
<CAPTION>
                          Variable Insurance Products       Variable Insurance       Variable Insurance
                                      Fund                   Products Fund II         Products Fund III
                         --------------------------------  ----------------------  ------------------------
                          Equity -                           Asset                 Growth &      Growth
                           Income     Growth    Overseas    Manager    Contrafund   Income    Opportunities
                         Portfolio   Portfolio  Portfolio  Portfolio   Portfolio   Portfolio    Portfolio
Type I Units             ----------  ---------  ---------  ----------  ----------  ---------  -------------
<S>                      <C>         <C>        <C>        <C>         <C>         <C>        <C>
Units outstanding at
 December 31, 1997......  6,589,338  4,467,825  3,398,260  17,101,510  3,296,201    294,329      341,417
                         ----------  ---------  ---------  ----------  ---------   --------     --------
From capital
 transactions:
 Net premiums...........     92,608     28,017     20,092      71,298     74,775     36,361       51,350
 Transfers (to) from the
  general account of GE
  Life & Annuity:
   Death benefits.......    (21,942)   (20,703)    (8,411)    (86,711)    (3,720)       --           --
   Surrenders...........   (584,254)  (406,572)  (201,390) (1,581,072)  (275,339)   (33,956)     (51,341)
   Cost of insurance and
    administrative
    expenses............    (14,640)    (9,624)    (6,558)    (41,759)    (6,747)    (1,229)      (1,181)
 Transfers (to) from the
  Guarantee Account.....     51,832      6,585     16,016      16,975     48,507     44,357       39,391
 Interfund transfers....   (359,182)   (96,107)  (404,695)   (645,083)   (51,589)   411,418      215,578
                         ----------  ---------  ---------  ----------  ---------   --------     --------
Net increase (decrease)
 in units from capital
 transactions...........   (835,578)  (498,404)  (584,946) (2,266,352)  (214,113)   456,951      253,797
                         ----------  ---------  ---------  ----------  ---------   --------     --------
Units outstanding at
 December 31, 1998......  5,753,760  3,969,421  2,813,314  14,835,158  3,082,088    751,280      595,214
                         ----------  ---------  ---------  ----------  ---------   --------     --------
From capital
 transactions:
 Net premiums...........     32,040     21,432      6,715      55,870     34,968     18,249       62,572
 Loan interest..........        --         --         --          --         --         --           --
 Transfers (to) from the
  general account of GE
  Life & Annuity:
   Death benefits.......    (32,919)   (19,611)   (10,390)    (83,836)   (15,176)    (4,731)        (538)
   Surrenders...........   (740,369)  (578,929)  (309,058) (2,113,665)  (367,961)   (73,634)    (116,547)
   Cost of insurance and
    administrative
    expenses............    (12,151)    (8,612)    (5,175)    (36,211)    (6,633)    (1,662)      (1,314)
 Transfers (to) from the
  Guarantee Account.....     (9,305)     6,821       (324)    (19,440)    11,652     36,628       14,682
 Interfund transfers....   (536,437)   (80,399)  (250,810)   (649,065)   (88,685)  (107,315)     (28,688)
                         ----------  ---------  ---------  ----------  ---------   --------     --------
Net increase (decrease)
 in units from capital
 transactions........... (1,299,141)  (659,298)  (569,042) (2,846,347)  (431,835)  (132,465)     (69,833)
                         ----------  ---------  ---------  ----------  ---------   --------     --------
Units outstanding at
 December 31, 1999......  4,454,619  3,310,123  2,244,272  11,988,811  2,650,253    618,815      525,381
                         ==========  =========  =========  ==========  =========   ========     ========
</TABLE>

                                      F-40
<PAGE>

                      GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                   Notes to Financial Statements -- Continued

                               December 31, 1999


(2) Summary of Significant Accounting Policies -- Continued

<TABLE>
<CAPTION>
                                                                                      PBHG Insurance
                          Federated Insurance Series       Alger American Fund      Series Fund, Inc.
                         ------------------------------  ------------------------  --------------------
                         American     High                   Small                 PBHG Large   PBHG
                         Leaders   Income Bond Utility   Capitalization  Growth    Cap Growth Growth II
                         Fund II     Fund II   Fund II     Portfolio    Portfolio  Portfolio  Portfolio
Type I Units:            --------  ----------- --------  -------------- ---------  ---------- ---------
<S>                      <C>       <C>         <C>       <C>            <C>        <C>        <C>
Units outstanding at
 December 31, 1997...... 361,619     456,124    485,332    1,325,070    1,022,514    55,997     76,611
                         -------     -------   --------    ---------    ---------   -------    -------
From capital
 transactions:
 Net premiums...........  49,226     (16,663)    (2,080)     429,477       25,796    12,832     43,391
 Transfers (to) from the
  general account of GE
  Life & Annuity:
   Death benefits.......     --        1,444        816         (384)      (6,748)      --         --
   Surrenders........... (38,733)     22,376      6,445      (28,813)    (101,948)  (13,525)    (2,223)
   Cost of insurance and
    administrative
    expenses............  (1,089)        466        179       (1,249)      (2,260)     (192)      (222)
 Transfers (to) from the
  Guarantee Account.....  23,362     (25,648)    (2,909)      27,106       20,996     8,053      7,385
 Interfund transfers....  86,081      33,576     (9,318)     (17,778)     203,074    34,878     (2,510)
                         -------     -------   --------    ---------    ---------   -------    -------
Net increase (decrease)
 in units from capital
 transactions........... 118,847      15,551     (6,867)     408,359      138,910    42,046     45,821
                         -------     -------   --------    ---------    ---------   -------    -------
Units outstanding at
 December 31, 1998...... 480,466     471,675    478,465    1,733,429    1,161,424    98,043    122,432
                         -------     -------   --------    ---------    ---------   -------    -------
From capital
 transactions:
 Net premiums........... (22,424)     23,352      8,540        8,057       65,273     4,242      4,265
 Loan interest..........     --          --         --           --           --        --         --
 Transfers (to) from the
  general account of GE
  Life & Annuity:
   Death benefits.......     642         --        (616)        (333)      (7,424)      --         --
   Surrenders...........  61,366     (66,408)   (58,803)    (168,826)    (220,228)  (11,876)   (13,149)
   Cost of insurance and
    administrative
    expenses............   1,380        (837)    (1,105)      (2,952)      (3,876)     (229)      (390)
 Transfers (to) from the
  Guarantee Account..... (21,326)      5,873      1,829        6,564       21,695     1,395      2,631
 Interfund transfers.... (25,993)     16,788    (64,401)    (485,936)     220,662    40,768    110,913
                         -------     -------   --------    ---------    ---------   -------    -------
Net increase (decrease)
 in units from capital
 transactions...........  (6,355)    (21,232)  (114,556)    (643,426)      76,102    34,300    104,270
                         -------     -------   --------    ---------    ---------   -------    -------
Units outstanding at
 December 31, 1999...... 474,111     450,443    363,909    1,090,003    1,237,526   132,343    226,702
                         =======     =======   ========    =========    =========   =======    =======
</TABLE>

                                      F-41
<PAGE>

                      GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                   Notes to Financial Statements -- Continued

                               December 31, 1999


(2) Summary of Significant Accounting Policies -- Continued

<TABLE>
<CAPTION>
                                                      Janus Aspen Series
                         ---------------------------------------------------------------------------------
                         Aggressive             Worldwide             Flexible  International   Capital
                           Growth     Growth     Growth    Balanced    Income      Growth     Appreciation
                         Portfolio   Portfolio  Portfolio  Portfolio  Portfolio   Portfolio    Portfolio
Type I Units:            ----------  ---------  ---------  ---------  --------- ------------- ------------
<S>                      <C>         <C>        <C>        <C>        <C>       <C>           <C>
Units outstanding at
 December 31, 1997...... 1,817,576   4,505,765  4,938,272  2,481,552   280,878    1,004,669       49,257
                         ---------   ---------  ---------  ---------   -------    ---------    ---------
From capital
 transactions:
 Net premiums...........    16,545      85,570    235,218    127,113    37,137       55,993      124,428
 Transfers (to) from the
  general account of GE
  Life & Annuity:
   Death benefits.......    (8,425)    (16,960)   (17,077)   (16,246)   (1,939)      (2,564)         --
   Surrenders...........  (137,584)   (306,115)  (371,035)  (424,576)  (20,362)     (67,352)      (9,789)
   Cost of insurance and
    administrative
    expenses............    (3,687)    (10,854)   (11,204)    (6,797)     (928)      (2,002)        (416)
 Transfers (to) from the
  Guarantee Account.....    13,161      60,329     69,943    102,984    62,318       28,874       11,707
 Interfund transfers....  (145,916)    (10,306)    50,630    652,003   195,121       35,806      331,630
                         ---------   ---------  ---------  ---------   -------    ---------    ---------
Net increase (decrease)
 in units from capital
 transactions...........  (265,906)   (198,336)   (43,525)   434,481   271,347       48,755      457,560
                         ---------   ---------  ---------  ---------   -------    ---------    ---------
Units outstanding at
 December 31, 1998...... 1,551,670   4,307,429  4,894,747  2,916,033   552,225    1,053,424      506,817
                         ---------   ---------  ---------  ---------   -------    ---------    ---------
From capital
 transactions:
 Net premiums...........    16,117      66,898     87,098     41,784    38,041       20,440      112,397
 Loan interest..........       --          --         --         --        --           --           --
 Transfers (to) from the
  general account of GE
  Life & Annuity:
   Death benefits.......    (5,060)    (24,078)   (19,731)   (10,763)      --        (5,129)        (829)
   Surrenders...........  (154,266)   (441,863)  (536,289)  (398,768)  (87,684)    (170,441)    (110,831)
   Cost of insurance and
    administrative
    expenses............    (3,157)     (9,579)   (10,670)    (6,116)   (2,017)      (2,552)      (2,368)
 Transfers (to) from the
  Guarantee Account.....     6,581      22,989      9,986     47,747    67,950       14,917       18,113
 Interfund transfers....   377,943     217,716   (110,764)   206,259   (53,874)      39,313      600,874
                         ---------   ---------  ---------  ---------   -------    ---------    ---------
Net increase (decrease)
 in units from capital
 transactions...........   238,158    (167,917)  (580,370)  (119,857)  (37,584)    (103,452)     617,356
                         ---------   ---------  ---------  ---------   -------    ---------    ---------
Units outstanding at
 December 31, 1999...... 1,789,828   4,139,512  4,314,377  2,796,176   514,641      949,972    1,124,173
                         =========   =========  =========  =========   =======    =========    =========
</TABLE>

                                      F-42
<PAGE>

                      GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                   Notes to Financial Statements -- Continued

                               December 31, 1999


(2) Summary of Significant Accounting Policies -- Continued

<TABLE>
<CAPTION>
                                   Goldman Sachs
                                      Variable
                                     Insurance       Salomon Brothers Variable
                                       Trust             Series Fund Inc.
                                   ---------------  ---------------------------
                                   Growth
                                    and    Mid Cap  Strategic            Total
                                   Income   Value     Bond    Investors Return
                                    Fund    Fund      Fund      Fund     Fund
Type I Units:                      ------  -------  --------- --------- -------
<S>                                <C>     <C>      <C>       <C>       <C>
Units outstanding at December 31,
 1997............................     --       --       --        --        --
                                   ------  -------   ------    ------   -------
From capital transactions:
 Net premiums....................     --       --       --        --        --
 Transfers (to) from the general
  account of GE Life & Annuity:
  Death benefits.................     --       --       --        --        --
  Surrenders.....................     --       --       --        --        --
  Cost of insurance and
   administrative expenses.......     --       --       --        --        --
 Transfers (to) from the
  Guarantee Account..............     --       --       --        --        --
 Interfund transfers.............     --       --       --        --        --
                                   ------  -------   ------    ------   -------
Net increase (decrease) in units
 from capital transactions.......     --       --       --        --        --
                                   ------  -------   ------    ------   -------
Units outstanding at December 31,
 1998............................     --       --       --        --        --
                                   ------  -------   ------    ------   -------
From capital transactions:
 Net premiums....................  54,553   87,322    3,309     1,543     2,537
 Loan interest...................     --       --       --        --        --
 Transfers (to) from the general
  account of GE Life & Annuity:
  Death benefits.................     --       --       --        --        --
  Surrenders.....................  (1,073) (11,503)    (908)     (171)      369
  Cost of insurance and
   administrative expenses.......    (141)    (314)    (133)      (23)      161
 Transfers (to) from the
  Guarantee Account..............   8,811    1,315   11,419        66   (34,628)
 Interfund transfers.............  18,549  118,528   32,748    14,514    37,746
                                   ------  -------   ------    ------   -------
Net increase (decrease) in units
 from capital transactions.......  80,699  195,348   46,435    15,929     6,185
                                   ------  -------   ------    ------   -------
Units outstanding at December 31,
 1999............................  80,699  195,348   46,435    15,929     6,185
                                   ======  =======   ======    ======   =======
</TABLE>

                                      F-43
<PAGE>

                      GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                   Notes to Financial Statements -- Continued

                               December 31, 1999


(2) Summary of Significant Accounting Policies -- Continued

<TABLE>
<CAPTION>
                                       GE Investments Funds, Inc.
                         ----------------------------------------------------------
                                                                            Real
                          S&P 500     Money       Total                    Estate
                           Index      Market     Return    International Securities
                           Fund        Fund       Fund      Equity Fund     Fund
Type II Units:           ---------  ----------  ---------  ------------- ----------
<S>                      <C>        <C>         <C>        <C>           <C>
Units outstanding at
 December 31, 1997...... 3,025,140   4,980,487    928,145     614,410    1,478,247
                         ---------  ----------  ---------    --------    ---------
From capital
 transactions:
 Net premiums........... 1,191,108   4,686,359    224,832      71,002      242,837
 Transfers (to) from the
  general account of
  GE Life & Annuity:
   Death benefits.......   (18,705)   (269,042)    (8,405)     (4,372)      (9,506)
   Surrenders...........  (199,459) (1,083,395)   (46,133)    (38,542)     (44,578)
   Cost of insurance and
    administrative
    expenses............    (2,313)     (4,489)      (698)       (803)      (1,006)
 Transfers (to) from the
  Guarantee Account.....   878,507   1,448,793    291,977     130,273      346,955
 Interfund transfers....   313,281    (525,766)    35,416    (130,050)    (259,466)
                         ---------  ----------  ---------    --------    ---------
Net increase (decrease)
 in units from capital
 transactions........... 2,162,419   4,252,460    496,989      27,508      275,236
                         ---------  ----------  ---------    --------    ---------
Units outstanding at
 December 31, 1998...... 5,187,559   9,232,947  1,425,134     641,918    1,753,483
                         ---------  ----------  ---------    --------    ---------
From capital
 transactions:
 Net premiums........... 1,370,969  10,416,167    205,390      75,458       76,678
 Transfers (to) from the
  general account of
  GE Life & Annuity:
   Death benefits.......   (30,271)   (277,340)   (16,416)     (3,637)      (7,735)
   Surrenders...........  (313,331) (4,042,604)   (90,526)    (19,183)    (118,250)
   Cost of insurance and
    administrative
    expenses............    (3,902)     (8,097)    (1,063)       (429)      (1,038)
 Transfers (to) from the
  Guarantee Account..... 1,648,875   1,088,704    382,126      89,711      159,941
 Interfund transfers....    95,311  (2,417,319)   (20,461)    (47,864)    (453,435)
                         ---------  ----------  ---------    --------    ---------
Net increase (decrease)
 in units from capital
 transactions........... 2,767,651   4,759,511    459,050      94,056     (343,839)
                         ---------  ----------  ---------    --------    ---------
Units outstanding at
 December 31, 1999...... 7,955,210  13,992,458  1,884,184     735,974    1,409,644
                         =========  ==========  =========    ========    =========
</TABLE>

                                      F-44
<PAGE>

                      GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                   Notes to Financial Statements -- Continued

                               December 31, 1999


(2) Summary of Significant Accounting Policies -- Continued

<TABLE>
<CAPTION>
                               GE Investments Funds, Inc. (continued)
                         -------------------------------------------------------
                         Global     Value                 U.S.        Premier
                         Income    Equity     Income     Equity    Growth Equity
                          Fund      Fund       Fund       Fund         Fund
Type II Units:           -------  ---------  ---------  ---------  -------------
<S>                      <C>      <C>        <C>        <C>        <C>
Units outstanding at
 December 31, 1997......  79,290    730,616    903,249        --          --
                         -------  ---------  ---------  ---------     -------
From capital
 transactions:
 Net premiums...........  52,447    651,133    162,212     86,729         --
 Transfers (to) from the
  general account of
  GE Life & Annuity:
   Death benefits.......     --      (1,696)    (5,856)       --          --
   Surrenders...........  (2,877)  (104,573)   (49,209)      (787)        --
   Cost of insurance and
    administrative
    expenses............     (81)      (689)      (703)       (16)        --
 Transfers (to) from the
  Guarantee Account.....  83,494    607,675    345,204     51,261         --
 Interfund transfers....  73,722    257,534    529,843     43,108         --
                         -------  ---------  ---------  ---------     -------
Net increase (decrease)
 in units from capital
 transactions........... 206,705  1,409,384    981,491    180,295         --
                         -------  ---------  ---------  ---------     -------
Units outstanding at
 December 31, 1998...... 285,995  2,140,000  1,884,740    180,295         --
                         -------  ---------  ---------  ---------     -------
From capital
 transactions:
 Net premiums...........  21,353    458,276    312,773    715,249     386,311
 Transfers (to) from the
  general account of
  GE Life & Annuity:
   Death benefits.......     --      (2,410)   (15,900)    (3,000)       (383)
   Surrenders...........  (6,818)  (146,114)  (111,572)   (22,241)     (5,342)
   Cost of insurance and
    administrative
    expenses............     (88)    (1,590)    (1,338)      (359)        (82)
 Transfers (to) from the
  Guarantee Account.....  82,304    546,156    729,550    557,143     145,917
 Interfund transfers.... (91,015)    17,474    (68,521)   186,174     276,540
                         -------  ---------  ---------  ---------     -------
Net increase (decrease)
 in units from capital
 transactions...........   5,736    871,792    844,992  1,432,966     802,961
                         -------  ---------  ---------  ---------     -------
Units outstanding at
 December 31, 1999...... 291,731  3,011,792  2,729,732  1,613,261     802,961
                         =======  =========  =========  =========     =======
</TABLE>

                                      F-45
<PAGE>

                      GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                   Notes to Financial Statements -- Continued

                               December 31, 1999


(2) Summary of Significant Accounting Policies -- Continued

<TABLE>
<CAPTION>
                                    Oppenheimer Variable Account Funds
                          ---------------------------------------------------------
                                     Aggressive    Capital      High      Multiple
                            Bond       Growth    Appreciation  Income    Strategies
                           Fund/VA    Fund/VA      Fund/VA     Fund/VA    Fund/VA
Type II Units:            ---------  ----------  ------------ ---------  ----------
<S>                       <C>        <C>         <C>          <C>        <C>
Units outstanding at De-
 cember 31, 1997........    994,017  3,176,448    2,462,359   2,934,974  1,200,126
                          ---------  ---------    ---------   ---------  ---------
From capital transac-
 tions:
 Net premiums...........    270,558    267,347      407,290     416,094    182,920
 Transfers (to) from the
  general account of
  GE Life & Annuity:
   Death benefits.......    (14,333)   (18,426)     (19,533)    (24,017)   (11,769)
   Surrenders...........    (74,631)  (147,815)    (120,149)   (177,425)   (74,629)
   Cost of insurance and
    administrative
    expenses............       (785)    (2,506)      (1,908)     (2,036)      (993)
 Transfers (to) from the
  Guarantee Account.....    382,347    343,625      410,907     621,713    292,547
 Interfund transfers....    419,337   (505,666)    (126,117)    (49,276)   (29,622)
                          ---------  ---------    ---------   ---------  ---------
Net increase (decrease)
 in units from capital
 transactions...........    982,493    (63,441)     550,490     785,053    358,454
                          ---------  ---------    ---------   ---------  ---------
Units outstanding at
 December 31, 1998......  1,976,510  3,113,007    3,012,849   3,720,027  1,558,580
                          ---------  ---------    ---------   ---------  ---------
From capital
 transactions:
 Net premiums...........    261,544    114,559      235,472     187,738     66,844
 Transfers (to) from the
  general account of
  GE Life & Annuity:
   Death benefits.......    (20,072)   (17,306)     (18,769)    (20,088)    (7,328)
   Surrenders...........   (114,443)  (173,315)    (149,959)   (247,870)   (82,238)
   Cost of insurance and
    administrative
    expenses............     (1,229)    (1,900)      (1,972)     (2,515)      (972)
 Transfers (to) from the
  Guarantee Account.....    611,535    110,666      286,238     480,849    153,230
 Interfund transfers....   (182,535)  (211,744)    (130,872)   (325,227)  (183,302)
                          ---------  ---------    ---------   ---------  ---------
Net increase (decrease)
 in units from capital
 transactions...........    554,800   (179,040)     220,138      72,887    (53,766)
                          ---------  ---------    ---------   ---------  ---------
Units outstanding at
 December 31, 1999......  2,531,310  2,933,967    3,232,987   3,792,914  1,504,814
                          =========  =========    =========   =========  =========
</TABLE>

                                      F-46
<PAGE>

                      GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                   Notes to Financial Statements -- Continued

                               December 31, 1999


(2) Summary of Significant Accounting Policies -- Continued

<TABLE>
<CAPTION>
                           Variable Insurance Products       Variable Insurance      Variable Insurance
                                       Fund                   Products Fund II        Products Fund III
                          --------------------------------  ---------------------  ------------------------
                           Equity -                           Asset                Growth &      Growth
                            Income     Growth    Overseas    Manager   Contrafund   Income    Opportunities
                          Portfolio   Portfolio  Portfolio  Portfolio  Portfolio   Portfolio    Portfolio
Type II Units:            ----------  ---------  ---------  ---------  ----------  ---------  -------------
<S>                       <C>         <C>        <C>        <C>        <C>         <C>        <C>
Units outstanding at De-
 cember 31, 1997........  10,074,173  3,614,598  1,762,588  2,678,933   8,595,677    976,086    1,049,540
                          ----------  ---------  ---------  ---------  ----------  ---------    ---------
From capital transac-
 tions:
 Net premiums...........   1,114,775    299,241     60,690    252,836   1,051,752    918,372      716,944
 Transfers (to) from the
  general account of GE
  Life & Annuity:
   Death benefits.......     (77,675)   (28,379)   (10,651)   (17,250)    (51,811)   (49,171)      (7,825)
   Surrenders...........    (485,863)  (150,297)   (67,437)  (134,438)   (317,883)   (60,159)     (69,582)
   Cost of insurance and
    administrative
    expenses............      (7,075)    (2,366)    (1,208)    (1,548)     (6,665)    (1,024)      (1,197)
 Transfers (to) from the
  Guarantee Account.....   1,227,043    185,849     81,221    283,280   1,100,294    688,392      768,665
 Interfund transfers....    (509,932)  (100,385)  (208,247)   114,498    (285,564)   371,319      502,246
                          ----------  ---------  ---------  ---------  ----------  ---------    ---------
Net increase (decrease)
 in units from capital
 transactions...........   1,261,273    203,663   (145,632)   497,378   1,490,123  1,867,729    1,909,251
                          ----------  ---------  ---------  ---------  ----------  ---------    ---------
Units outstanding at
 December 31, 1998......  11,335,446  3,818,261  1,616,956  3,176,311  10,085,800  2,843,815    2,958,791
                          ----------  ---------  ---------  ---------  ----------  ---------    ---------
From capital
 transactions:
 Net premiums...........     508,048    671,122     32,780    212,839   1,125,622  1,010,227      984,520
 Transfers (to) from the
  general account of GE
  Life & Annuity:
   Death benefits.......     (52,314)   (14,943)    (6,271)   (20,795)    (42,873)   (21,323)     (17,744)
   Surrenders...........    (641,881)  (252,347)   (52,978)  (208,601)   (526,069)  (166,818)    (170,732)
   Cost of insurance and
    administrative
    expenses............      (7,133)    (2,405)      (621)    (2,033)     (6,316)    (2,437)      (2,365)
 Transfers (to) from the
  Guarantee Account.....     782,737    434,475     31,394    356,995   1,034,910  1,417,083      988,048
 Interfund transfers....    (961,326)   106,554    (95,733)  (153,115)    (48,944)   (28,808)      25,506
                          ----------  ---------  ---------  ---------  ----------  ---------    ---------
Net increase (decrease)
 in units from capital
 transactions...........    (371,869)   942,456    (91,429)   185,290   1,536,330  2,207,924    1,807,233
                          ----------  ---------  ---------  ---------  ----------  ---------    ---------
Units outstanding at
 December 31, 1999......  10,963,577  4,760,717  1,525,527  3,361,601  11,622,130  5,051,739    4,766,024
                          ==========  =========  =========  =========  ==========  =========    =========
</TABLE>

                                      F-47
<PAGE>

                      GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                   Notes to Financial Statements -- Continued

                               December 31, 1999


(2) Summary of Significant Accounting Policies -- Continued

<TABLE>
<CAPTION>
                                                                                     PBHG Insurance Series
                           Federated Insurance Series        Alger American Fund           Fund, Inc.
                         --------------------------------  ------------------------  ------------------------
                         American      High                    Small                 PBHG Large      PBHG
                          Leaders   Income Bond  Utility   Capitalization  Growth    Cap Growth   Growth II
                          Fund II     Fund II    Fund II     Portfolio    Portfolio   Portfolio   Portfolio
Type II Units:           ---------  ----------- ---------  -------------- ---------  -----------  -----------
<S>                      <C>        <C>         <C>        <C>            <C>        <C>          <C>
Units outstanding at
 December 31, 1997...... 2,056,691   1,886,887  1,325,701    5,645,458    4,380,186     346,833       576,010
                         ---------   ---------  ---------    ---------    ---------   ---------   -----------
From capital
 transactions:
Net premiums............ 1,050,794     473,760    292,385      543,439      690,044     168,982       126,932
 Transfers (to) from the
  general account of GE
  Life & Annuity:
   Death benefits.......   (44,621)    (24,952)   (12,603)     (35,528)     (33,911)     (3,311)      (11,165)
   Surrenders...........  (111,859)   (152,690)   (73,103)    (238,113)    (227,269)    (33,291)      (36,248)
   Cost of insurance and
    administrative
    expenses............    (2,136)     (1,284)    (1,163)      (4,762)      (3,266)       (404)         (590)
 Transfers (to) from the
  Guarantee Account.....   942,089     803,434    316,103      719,382      587,070     148,909       227,092
 Interfund transfers....    64,125      (7,464)   103,595     (547,462)     212,429      68,319       (42,435)
                         ---------   ---------  ---------    ---------    ---------   ---------   -----------
Net increase (decrease)
 in units from capital
 transactions........... 1,898,392   1,090,804    625,214      436,956    1,225,097     349,204       263,586
                         ---------   ---------  ---------    ---------    ---------   ---------   -----------
Units outstanding at
 December 31, 1998...... 3,955,083   2,977,691  1,950,915    6,082,414    5,605,283     696,037       839,596
                         ---------   ---------  ---------    ---------    ---------   ---------   -----------
From capital
 transactions:
 Net premiums...........   435,360     341,570    266,112      402,251    1,791,980      90,269       153,521
 Transfers (to) from the
  general account of GE
  Life & Annuity:
   Death benefits.......   (12,111)    (15,026)   (29,633)     (26,201)     (52,245)     (5,995)       (1,861)
   Surrenders...........  (247,366)   (162,671)  (112,310)    (332,834)    (428,283)    (93,949)      (65,505)
   Cost of insurance and
    administrative
    expenses............    (3,320)     (1,784)    (1,448)      (3,705)      (3,739)       (434)         (487)
 Transfers (to) from the
  Guarantee Account.....   814,778     708,367    535,523      475,632    1,181,832     110,416        96,030
 Interfund transfers....  (387,724)   (472,042)  (125,174)    (286,721)     488,665      14,787       221,114
                         ---------   ---------  ---------    ---------    ---------   ---------   -----------
Net increase (decrease)
 in units from capital
 transactions...........   599,617     398,414    533,070      228,422    2,978,210     115,094       402,812
                         ---------   ---------  ---------    ---------    ---------   ---------   -----------
Units outstanding at
 December 31, 1999...... 4,554,700   3,376,105  2,483,985    6,310,836    8,583,493     811,131     1,242,408
                         =========   =========  =========    =========    =========   =========   ===========
</TABLE>

                                      F-48
<PAGE>

                      GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                   Notes to Financial Statements -- Continued

                               December 31, 1999


(2) Summary of Significant Accounting Policies -- Continued

<TABLE>
<CAPTION>
                                                        Janus Aspen Series
                         --------------------------------------------------------------------------------------
                         Aggressive               Worldwide               Flexible   International   Capital
                           Growth       Growth      Growth     Balanced    Income       Growth     Appreciation
                          Portfolio   Portfolio   Portfolio   Portfolio   Portfolio    Portfolio    Portfolio
Type II Units:           -----------  ----------  ----------  ----------  ---------  ------------- ------------
<S>                      <C>          <C>         <C>         <C>         <C>        <C>           <C>
Units outstanding at
 December 31, 1997......   3,442,667   7,270,898  10,111,685   2,804,435    869,089    3,001,600      163,550
                         -----------  ----------  ----------  ----------  ---------    ---------    ---------
From capital
 transactions:
 Net premiums...........   8,584,230     859,963   1,450,914   1,375,800    279,606      441,888      430,714
 Transfers (to) from the
  general account of GE
  Life & Annuity:
   Death benefits.......  (1,210,219)    (49,261)    (36,063)    (37,836)    (1,075)     (22,070)      (3,280)
   Surrenders...........  (5,336,460)   (293,814)   (402,150)   (191,342)   (44,562)     (83,852)     (38,646)
   Cost of insurance and
    administrative
    expenses............     (83,426)     (5,694)     (7,564)     (2,568)      (846)      (2,512)        (341)
 Transfers (to) from the
  Guarantee Account.....   8,351,873     854,937   1,487,450   1,386,720    485,989      655,579      289,248
 Interfund transfers.... (10,259,970)    190,192     (49,539)    724,982    322,950     (134,423)     653,113
                         -----------  ----------  ----------  ----------  ---------    ---------    ---------
Net increase (decrease)
 in units from capital
 transactions...........      46,028   1,556,323   2,443,048   3,255,756  1,042,062      854,610    1,330,808
                         -----------  ----------  ----------  ----------  ---------    ---------    ---------
Units outstanding at
 December 31, 1998......   3,488,695   8,827,221  12,554,733   6,060,191  1,911,151    3,856,210    1,494,358
                         -----------  ----------  ----------  ----------  ---------    ---------    ---------
From capital
 transactions:
 Net premiums...........     638,515   1,601,777   1,366,984   2,443,910    407,985      403,321    2,091,905
 Transfers (to) from the
  general account of GE
  Life & Annuity:
   Death benefits.......      (7,927)    (51,477)    (70,333)    (56,072)   (15,328)     (13,648)     (26,724)
   Surrenders...........    (177,407)   (468,271)   (691,964)   (481,019)  (152,834)    (118,139)    (153,401)
   Cost of insurance and
    administrative
    expenses............      (1,613)     (5,722)     (8,181)     (5,586)    (1,366)      (2,208)      (1,683)
 Transfers (to) from the
  Guarantee Account.....     304,246   1,198,630   1,538,151   3,543,222  1,004,702      411,856    1,373,095
 Interfund transfers....     823,090     599,116    (110,536)    947,079     18,560      190,955    1,630,334
                         -----------  ----------  ----------  ----------  ---------    ---------    ---------
Net increase (decrease)
 in units from capital
 transactions...........   1,578,904   2,874,053   2,024,121   6,391,534  1,261,719      872,137    4,913,526
                         -----------  ----------  ----------  ----------  ---------    ---------    ---------
Units outstanding at
 December 31, 1999......   5,067,599  11,701,274  14,578,854  12,451,725  3,172,870    4,728,347    6,407,884
                         ===========  ==========  ==========  ==========  =========    =========    =========
</TABLE>

                                      F-49
<PAGE>

                      GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                   Notes to Financial Statements -- Continued

                               December 31, 1999


(2) Summary of Significant Accounting Policies -- Continued

<TABLE>
<CAPTION>
                                 Goldman Sachs
                                   Variable         Salomon Brothers Variable
                                Insurance Trust         Series Fund Inc.
                               ------------------  ---------------------------
                               Growth
                                 and     Mid Cap   Strategic            Total
                               Income     Value      Bond    Investors Return
                                Fund      Fund       Fund      Fund     Fund
Type II Units:                 -------  ---------  --------- --------- -------
<S>                            <C>      <C>        <C>       <C>       <C>
Units outstanding at December
 31, 1997.....................     --         --        --        --       --
                               -------  ---------   -------   -------  -------
From capital transactions:
 Net premiums................. 205,860    187,855       --        811   15,933
 Transfers (to) from the
  general account of GE Life &
  Annuity:
  Death benefits..............     --         --        --        --       --
  Surrenders..................  (4,646)    (4,160)      --        --        (2)
  Cost of insurance and
   administrative expenses....     (13)        (9)    1,466       --       --
 Transfers (to) from the
  Guarantee Account........... 104,669    147,037     8,628        52    1,350
 Interfund transfers.......... 123,066     14,810       --        --     8,634
                               -------  ---------   -------   -------  -------
Net increase (decrease) in
 units from capital
 transactions................. 428,936    345,533    10,094       863   25,915
                               -------  ---------   -------   -------  -------
Units outstanding at December
 31, 1998..................... 428,936    345,533    10,094       863   25,915
                               -------  ---------   -------   -------  -------
From capital transactions:
 Net premiums................. 136,381    275,911    87,824    38,147   63,047
 Transfers (to) from the
  general account of GE Life &
  Annuity:
  Death benefits..............     --      (1,270)   (1,085)      --       --
  Surrenders.................. (29,344)   (30,281)   (3,421)     (962)  (1,857)
  Cost of insurance and
   administrative expenses....    (460)      (479)      (43)       (6)     (80)
 Transfers (to) from the
  Guarantee Account........... 265,191    332,699   101,045    24,576   86,095
 Interfund transfers.......... (20,938)   234,275    51,365    49,316    2,424
                               -------  ---------   -------   -------  -------
Net increase (decrease) in
 units from capital
 transactions................. 350,830    810,855   235,685   111,071  149,629
                               -------  ---------   -------   -------  -------
Units outstanding at December
 31, 1999..................... 779,766  1,156,388   245,779   111,934  175,544
                               =======  =========   =======   =======  =======
</TABLE>

                                      F-50
<PAGE>

                      GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                   Notes to Financial Statements -- Continued

                               December 31, 1999


(2) Summary of Significant Accounting Policies -- Continued

<TABLE>
<CAPTION>
                                         GE Investments Funds, Inc.
                         -------------------------------------------------------------
                          S&P 500                   Total                  Real Estate
                           Index    Money Market   Return    International Securities
                           Fund         Fund        Fund      Equity Fund     Fund
Type III Units:          ---------  ------------  ---------  ------------- -----------
<S>                      <C>        <C>           <C>        <C>           <C>
Units outstanding at
 December 31, 1998......       --           --          --          --           --
                         ---------  -----------   ---------     -------      -------
From capital
 transactions:
 Net premiums........... 6,802,805   26,606,289   1,215,947     145,060       95,069
 Transfers (to) from the
  general account of
  GE Life & Annuity:
   Death benefits.......   (12,776)    (144,732)        --          --           --
   Surrenders...........   (58,579)    (148,000)    (18,907)       (644)      (3,611)
 Transfers (to) from the
  Guarantee Account.....   150,344       82,774      21,136       4,164        6,696
 Interfund transfers....   940,109  (13,692,527)     87,529      30,883        9,648
                         ---------  -----------   ---------     -------      -------
Net increase (decrease)
 in units from capital
 transactions........... 7,821,903   12,703,804   1,305,705     179,463      107,802
                         ---------  -----------   ---------     -------      -------
Units outstanding at
 December 31, 1999...... 7,821,903   12,703,804   1,305,705     179,463      107,802
                         =========  ===========   =========     =======      =======
</TABLE>

<TABLE>
<CAPTION>
                                    GE Investments Funds, Inc. (continued)
                                   --------------------------------------------
                                     Value               U.S.        Premier
                                    Equity    Income    Equity    Growth Equity
                                     Fund      Fund      Fund         Fund
Type III Units:                    ---------  -------  ---------  -------------
<S>                                <C>        <C>      <C>        <C>
Units outstanding at December 31,
 1998.............................       --       --         --           --
                                   ---------  -------  ---------    ---------
From capital transactions:
 Net premiums..................... 1,036,116  314,012  1,220,973      936,093
 Transfers (to) from the general
  account of GE Life & Annuity:
  Death benefits..................    (6,042)  (2,147)      (973)         --
  Surrenders......................   (17,768)  (6,141)   (11,217)      (6,629)
 Transfers (to) from the Guarantee
  Account.........................    22,379    6,119     13,194       26,808
 Interfund transfers..............   133,571  121,853    220,867      424,162
                                   ---------  -------  ---------    ---------
Net increase (decrease) in units
 from capital transactions........ 1,168,256  433,696  1,442,844    1,380,434
                                   ---------  -------  ---------    ---------
Units outstanding at December 31,
 1999............................. 1,168,256  433,696  1,442,844    1,380,434
                                   =========  =======  =========    =========
</TABLE>

                                      F-51
<PAGE>

                      GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                   Notes to Financial Statements -- Continued

                               December 31, 1999


(2) Summary of Significant Accounting Policies -- Continued

<TABLE>
<CAPTION>
                                    Oppenheimer Variable Account Funds
                            ----------------------------------------------------
                                     Aggressive   Capital     High     Multiple
                             Bond      Growth   Appreciation Income   Strategies
                            Fund/VA   Fund/VA     Fund/VA    Fund/VA   Fund/VA
Type III Units:             -------  ---------- ------------ -------  ----------
<S>                         <C>      <C>        <C>          <C>      <C>
Units outstanding at
 December 31, 1998........      --        --           --        --        --
                            -------   -------    ---------   -------   -------
From capital transactions:
 Net premiums.............  598,416   593,660      986,033   879,869   293,357
 Transfers (to) from the
  general account of
  GE Life & Annuity:
   Death benefits.........  (24,269)   (3,451)      (1,032)   (1,416)      --
   Surrenders.............  (13,660)  (10,533)     (15,060)   (8,322)   (2,950)
 Transfers (to) from the
  Guarantee Account.......   30,987    12,469       29,811    23,655     5,153
 Interfund transfers......   99,491   302,111      214,622    29,413    10,265
                            -------   -------    ---------   -------   -------
Net increase (decrease) in
 units from capital
 transactions.............  690,965   894,256    1,214,374   923,199   305,825
                            -------   -------    ---------   -------   -------
Units outstanding at
 December 31, 1999........  690,965   894,256    1,214,374   923,199   305,825
                            =======   =======    =========   =======   =======
</TABLE>

<TABLE>
<CAPTION>
                          Variable Insurance Products     Variable Insurance     Variable Insurance
                                     Fund                  Products Fund II       Products Fund III
                         ------------------------------- --------------------  ------------------------
                         Equity -                          Asset               Growth &      Growth
                          Income     Growth    Overseas   Manager  Contrafund   Income    Opportunities
                         Portfolio  Portfolio  Portfolio Portfolio Portfolio   Portfolio    Portfolio
Type III Units:          ---------  ---------  --------- --------- ----------  ---------  -------------
<S>                      <C>        <C>        <C>       <C>       <C>         <C>        <C>
Units outstanding at
 December 31, 1998......       --         --        --        --         --          --           --
                         ---------  ---------   -------   -------  ---------   ---------    ---------
From capital
 transactions:
 Net premiums........... 2,911,113  5,455,784   342,131   655,968  4,350,101   1,863,827    1,517,495
 Transfers (to) from the
  general account of GE
  Life & Annuity:
  Death benefits........    (1,168)   (10,565)      --        --      (7,525)     (1,287)      (1,320)
  Surrenders............   (35,105)   (64,018)   (7,322)  (11,671)   (25,586)    (35,107)     (10,269)
 Transfers (to) from the
  Guarantee Account.....    76,560     94,771     1,189    13,510    129,791      66,596       72,775
 Interfund transfers....   252,253  1,085,738    52,069   119,705    765,205     184,950      130,481
                         ---------  ---------   -------   -------  ---------   ---------    ---------
Net increase (decrease)
 in units from capital
 transactions........... 3,203,653  6,561,710   388,067   777,512  5,211,986   2,078,979    1,709,162
                         ---------  ---------   -------   -------  ---------   ---------    ---------
Units outstanding at
 December 31, 1999...... 3,203,653  6,561,710   388,067   777,512  5,211,986   2,078,979    1,709,162
                         =========  =========   =======   =======  =========   =========    =========
</TABLE>

                                      F-52
<PAGE>

                      GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                   Notes to Financial Statements -- Continued

                               December 31, 1999


(2) Summary of Significant Accounting Policies -- Continued

<TABLE>
<CAPTION>
                          Federated Insurance Series       Alger American Fund
                         ------------------------------  ------------------------
                         American      High                  Small
                          Leaders   Income Bond Utility  Capitalization  Growth
                          Fund II     Fund II   Fund II    Portfolio    Portfolio
Type III Units:          ---------  ----------- -------  -------------- ---------
<S>                      <C>        <C>         <C>      <C>            <C>
Units outstanding at
 December 31, 1998......       --         --        --           --           --
                         ---------    -------   -------    ---------    ---------
From capital
 transactions:
 Net premiums........... 1,215,352    684,526   421,560      998,630    4,680,722
 Transfers (to) from the
  general account of
  GE Life & Annuity:
   Death benefits.......       --      (2,079)     (120)      (1,650)     (35,922)
   Surrenders...........    (9,777)   (12,146)   (8,023)      (4,078)     (43,905)
 Transfers (to) from the
  Guarantee Account.....    38,379     45,896    15,150       18,113       66,471
 Interfund transfers....  (129,411)    82,989    63,004      149,741      709,788
                         ---------    -------   -------    ---------    ---------
Net increase (decrease)
 in units from capital
 transactions........... 1,114,543    799,186   491,571    1,160,756    5,377,154
                         ---------    -------   -------    ---------    ---------
Units outstanding at
 December 31, 1999...... 1,114,543    799,186   491,571    1,160,756    5,377,154
                         =========    =======   =======    =========    =========
</TABLE>

<TABLE>
<CAPTION>
                                                      Janus Aspen Series
                         ---------------------------------------------------------------------------------
                         Aggressive             Worldwide             Flexible  International   Capital
                           Growth     Growth     Growth    Balanced    Income      Growth     Appreciation
                         Portfolio   Portfolio  Portfolio  Portfolio  Portfolio   Portfolio    Portfolio
Type III Units:          ----------  ---------  ---------  ---------  --------- ------------- ------------
<S>                      <C>         <C>        <C>        <C>        <C>       <C>           <C>
Units outstanding at
 December 31, 1998......       --          --         --         --        --           --           --
                         ---------   ---------  ---------  ---------   -------    ---------    ---------
From capital transac-
 tions:
 Net premiums........... 3,433,215   6,733,050  4,679,934  6,431,170   572,513      863,953    6,946,766
 Transfers (to) from the
  general account of GE
  Life & Annuity:
   Death benefits.......    (8,849)     (7,911)    (2,840)    (2,310)      --        (3,678)     (45,793)
   Surrenders...........   (31,999)    (80,226)   (40,954)   (74,010)  (18,968)     (11,168)     (66,978)
 Transfers (to) from the
  Guarantee Account.....    44,684     140,668    134,338    185,544     2,662       21,060       97,938
 Interfund transfers.... 1,344,419   1,493,334  1,019,353    664,637    49,863      380,948    1,141,405
                         ---------   ---------  ---------  ---------   -------    ---------    ---------
Net increase (decrease)
 in units from capital
 transactions........... 4,781,470   8,278,915  5,789,831  7,205,031   606,070    1,251,115    8,073,338
                         ---------   ---------  ---------  ---------   -------    ---------    ---------
Units outstanding at
 December 31, 1999...... 4,781,470   8,278,915  5,789,831  7,205,031   606,070    1,251,115    8,073,338
                         =========   =========  =========  =========   =======    =========    =========
</TABLE>


                                      F-53
<PAGE>

                      GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                   Notes to Financial Statements -- Continued

                               December 31, 1999


(2) Summary of Significant Accounting Policies -- Continued

<TABLE>
<CAPTION>
                                 Goldman Sachs
                               Variable Insurance   Salomon Brothers Variable
                                     Trust              Series Fund Inc.
                               ------------------  ---------------------------
                               Growth and Mid Cap  Strategic   Total
                                 Income    Value     Bond    Investors Return
                                  Fund     Fund      Fund      Fund     Fund
Type III Units:                ---------- -------  --------- --------- -------
<S>                            <C>        <C>      <C>       <C>       <C>
Units outstanding at December
 31, 1998.....................      --        --        --        --       --
                                -------   -------   -------   -------  -------
From capital transactions:
 Net premiums.................  179,877   448,554   166,205   164,131  100,325
 Transfers (to) from the
  general account of GE Life &
  Annuity:
  Death benefits..............      --     (3,176)      --        --       --
  Surrenders..................   (3,320)   (4,186)   (6,562)   (1,317)    (577)
 Transfers (to) from the
  Guarantee Account...........    9,236    20,162     4,931     9,264    2,093
 Interfund transfers..........   18,805    21,492    59,307    15,033   16,015
                                -------   -------   -------   -------  -------
Net increase (decrease) in
 units from capital
 transactions.................  204,598   482,846   223,881   187,111  117,856
                                -------   -------   -------   -------  -------
Units outstanding at December
 31, 1999.....................  204,598   482,846   223,881   187,111  117,856
                                =======   =======   =======   =======  =======
</TABLE>

<TABLE>
<CAPTION>
                                     GE Investments Funds, Inc.
                         ------------------------------------------------------
                         S&P 500    Money     Total   International Real Estate
                          Index     Market    Return     Equity     Securities
                          Fund       Fund      Fund       Fund         Fund
Type IV Units:           -------  ----------  ------  ------------- -----------
<S>                      <C>      <C>         <C>     <C>           <C>
Units outstanding at
 December 31, 1998......     --          --      --         --           --
                         -------  ----------  ------     ------       ------
From capital
 transactions:
 Net premiums........... 436,947   2,333,947  58,534     11,080        3,519
 Transfers (to) from the
  general account of GE
  Life & Annuity:
  Death benefits........     --          --      --         --           --
  Surrenders............  (1,506)    (30,516)   (465)       --           --
 Transfers (to) from the
  Guarantee Account.....   5,872         --    1,056        --           --
 Interfund transfers.... 102,301  (1,089,158) 18,954      4,120        6,968
                         -------  ----------  ------     ------       ------
Net increase (decrease)
 in units from capital
 transactions........... 543,614   1,214,273  78,079     15,200       10,487
                         -------  ----------  ------     ------       ------
Units outstanding at
 December 31, 1999...... 543,614   1,214,273  78,079     15,200       10,487
                         =======  ==========  ======     ======       ======
</TABLE>

<TABLE>
<CAPTION>
                                             GE Investments Funds, Inc.
                                                    (continued)
                                        ---------------------------------------
                                         Value            U.S.       Premier
                                        Equity   Income  Equity   Growth Equity
                                         Fund     Fund    Fund        Fund
Type IV Units:                          -------  ------  -------  -------------
<S>                                     <C>      <C>     <C>      <C>
Units outstanding at December 31,
 1998..................................     --      --       --         --
                                        -------  ------  -------     ------
 From capital transactions:
 Net premiums.......................... 130,022  53,541   76,072     61,341
 Transfers (to) from the general
  account of GE Life & Annuity:
  Death benefits.......................     --      --       --         --
  Surrenders...........................    (527)   (216)    (213)      (194)
 Transfers (to) from the Guarantee Ac-
  count................................   2,195     --       385        105
 Interfund transfers...................  15,650  13,753   24,662     35,583
                                        -------  ------  -------     ------
Net increase (decrease) in units from
 capital transactions.................. 147,340  67,078  100,906     96,835
                                        -------  ------  -------     ------
Units outstanding at December 31,
 1999.................................. 147,340  67,078  100,906     96,835
                                        =======  ======  =======     ======
</TABLE>

                                      F-54
<PAGE>

                      GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                   Notes to Financial Statements -- Continued

                               December 31, 1999


(2) Summary of Significant Accounting Policies -- Continued

<TABLE>
<CAPTION>
                                     Oppenheimer Variable Account Funds
                             ----------------------------------------------------
                                      Aggressive   Capital     High     Multiple
                              Bond      Growth   Appreciation Income   Strategies
                             Fund/VA   Fund/VA     Fund/VA    Fund/VA   Fund/VA
Type IV Units:               -------  ---------- ------------ -------  ----------
<S>                          <C>      <C>        <C>          <C>      <C>
Units outstanding at
 December 31, 1998..........    --         --          --        --         --
                             ------     ------      ------    ------     ------
From capital transactions:
 Net premiums............... 47,460     17,619      78,714    28,067      9,815
 Transfers (to) from the
  general account of GE Life
  & Annuity:
  Death benefits............    --         --          --        --         --
  Surrenders................   (245)       (66)       (899)      (48)       --
 Transfers (to) from the
  Guarantee Account.........    --         168         --        --         152
 Interfund transfers........ (5,466)     7,029       3,613     7,839        399
                             ------     ------      ------    ------     ------
Net increase (decrease) in
 units from capital
 transactions............... 41,749     24,750      81,428    35,858     10,366
                             ------     ------      ------    ------     ------
Units outstanding at
 December 31, 1999.......... 41,749     24,750      81,428    35,858     10,366
                             ======     ======      ======    ======     ======
</TABLE>

<TABLE>
<CAPTION>
                                                                    Variable Insurance    Variable Insurance
                         Variable Insurance Products Fund            Products Fund II      Products Fund III
                         --------------------------------------    -------------------- -----------------------
                          Equity-                                    Asset              Growth &     Growth
                           Income        Growth       Overseas      Manager  Contrafund  Income   Opportunities
                         Portfolio     Portfolio     Portfolio     Portfolio Portfolio  Portfolio   Portfolio
Type IV Units:           -----------   -----------   ----------    --------- ---------- --------- -------------
<S>                      <C>           <C>           <C>           <C>       <C>        <C>       <C>
Units outstanding at
 December 31, 1998......          --            --           --        --         --         --         --
                          -----------   -----------   ----------    ------    -------    -------     ------
From capital
 transactions:
 Net premiums...........      216,084       270,338       25,780    34,594    269,745    134,288     65,370
 Transfers (to) from the
  general account of GE
  Life & Annuity:
   Death benefits.......          --            --           --        --         --         --         --
   Surrenders...........         (756)       (1,836)          (2)     (134)    (1,607)      (368)      (519)
 Transfers (to) from the
  Guarantee Account.....        3,774         2,002          --        358      2,732      4,476        165
 Interfund transfers....       23,594        63,231        2,412    10,072     65,745     12,269     27,604
                          -----------   -----------   ----------    ------    -------    -------     ------
Net increase (decrease)
 in units from capital
 transactions...........      242,696       333,735       28,190    44,890    336,615    150,665     92,620
                          -----------   -----------   ----------    ------    -------    -------     ------
Units outstanding at
 December 31, 1999......      242,696       333,735       28,190    44,890    336,615    150,665     92,620
                          ===========   ===========   ==========    ======    =======    =======     ======
</TABLE>

                                      F-55
<PAGE>

                      GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                   Notes to Financial Statements -- Continued

                               December 31, 1999


(2) Summary of Significant Accounting Policies -- Continued

<TABLE>
<CAPTION>
                           Federated Insurance Series     Alger American Fund
                          ----------------------------  ------------------------
                          American    High                  Small
                          Leaders  Income Bond Utility  Capitalization  Growth
                          Fund II    Fund II   Fund II    Portfolio    Portfolio
Type IV Units:            -------- ----------- -------  -------------- ---------
<S>                       <C>      <C>         <C>      <C>            <C>
Units outstanding at
 December 31, 1998.......     --        --        --           --           --
                           ------    ------    ------       ------      -------
From capital
 transactions:
 Net premiums............  76,520    55,116    33,820       97,052      188,807
 Transfers (to) from the
  general account of
  GE Life & Annuity:
   Death benefits........     --        --        --           --           --
   Surrenders............     (68)     (345)     (210)        (852)        (828)
 Transfers (to) from the
  Guarantee Account......     --        846       --            45        3,434
 Interfund transfers.....   8,735       256     2,649        1,414       40,348
                           ------    ------    ------       ------      -------
Net increase (decrease)
 in units from capital
 transactions............  85,187    55,873    36,259       97,659      231,761
                           ------    ------    ------       ------      -------
Units outstanding at
 December 31, 1999.......  85,187    55,873    36,259       97,659      231,761
                           ======    ======    ======       ======      =======
</TABLE>

<TABLE>
<CAPTION>
                                                      Janus Aspen Series
                         -----------------------------------------------------------------------------
                         Aggressive           Worldwide           Flexible  International   Capital
                           Growth    Growth    Growth   Balanced   Income      Growth     Appreciation
                         Portfolio  Portfolio Portfolio Portfolio Portfolio   Portfolio    Portfolio
Type IV Units:           ---------- --------- --------- --------- --------- ------------- ------------
<S>                      <C>        <C>       <C>       <C>       <C>       <C>           <C>
Units outstanding at
 December 31, 1998......      --         --        --        --       --           --           --
                          -------    -------   -------   -------   ------      -------      -------
From capital
 transactions:
 Net premiums...........  290,801    414,640   334,265   302,041   86,807       79,968      343,133
 Transfers (to) from the
  general account of GE
  Life & Annuity:
   Death benefits.......      --         --        --        --       --           --           --
   Surrenders...........     (971)    (1,895)   (1,705)   (1,671)    (692)        (353)      (1,763)
 Transfers (to) from the
  Guarantee Account.....      767      1,935     4,641     6,715    1,497           41        3,287
 Interfund transfers....  222,512     85,744    69,747    40,846    1,601       22,725       83,434
                          -------    -------   -------   -------   ------      -------      -------
Net increase (decrease)
 in units from capital
 transactions...........  513,109    500,424   406,948   347,931   89,213      102,381      428,091
                          -------    -------   -------   -------   ------      -------      -------
Units outstanding at
 December 31, 1999......  513,109    500,424   406,948   347,931   89,213      102,381      428,091
                          =======    =======   =======   =======   ======      =======      =======
</TABLE>


                                      F-56
<PAGE>

                     GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                  Notes to Financial Statements -- Continued

                               December 31, 1999


(2) Summary of Significant Accounting Policies -- Continued

<TABLE>
<CAPTION>
                                    Goldman Sachs
                                  Variable Insurance       Salomon Brothers
                                        Trust         Variable Series Fund Inc.
                                  ------------------  --------------------------
                                  Growth and Mid Cap  Strategic   Total
                                    Income    Value     Bond    Investors Return
                                     Fund     Fund      Fund      Fund     Fund
Type IV Units:                    ---------- -------  --------- --------- ------
<S>                               <C>        <C>      <C>       <C>       <C>
Units outstanding at December
 31, 1998.......................       --       --        --        --       --
                                    ------   ------    ------    ------   ------
From capital transactions:
 Net premiums...................    10,321   42,856    20,339     6,921   17,669
 Transfers (to) from the general
  account of GE Life & Annuity:
  Death benefits................       --       --        --        --       --
  Surrenders....................       --       (88)      --        (44)     --
 Transfers (to) from the
  Guarantee Account.............       --       --        --        --       --
 Interfund transfers............     4,788       41    (5,043)   (4,012)  (1,377)
                                    ------   ------    ------    ------   ------
Net increase (decrease) in units
 from capital transactions......    15,109   42,809    15,296     2,865   16,292
                                    ------   ------    ------    ------   ------
Units outstanding at December
 31, 1999.......................    15,109   42,809    15,296     2,865   16,292
                                    ======   ======    ======    ======   ======
</TABLE>

 (d) Federal Income Taxes

  The Account is not taxed separately because the operations of the Account
are part of the total operations of GE Life & Annuity. GE Life & Annuity is
taxed as a life insurance company under the Internal Revenue Code (the Code).
GE Life & Annuity is included in the General Electric Capital Assurance
Company consolidated federal income tax return. The Account will not be taxed
as a regulated investment company under subchapter M of the Code. Under
existing federal income tax law, no taxes are payable on the investment income
or on the capital gains of the Account.

 (e) Use of Estimates

  Financial statements prepared in conformity with generally accepted
accounting principles require management to make estimates and assumptions
that affect amounts and disclosures reported therein. Actual results could
differ from those estimates.

(3) Related Party Transactions

  Net premiums transferred from GE Life & Annuity to the Account represent
gross premiums recorded by GE Life & Annuity on its flexible premium variable
deferred annuity products, less deductions retained as compensation for
premium taxes. For policies issued on or after May 1, 1993, the deduction for
premium taxes will be deferred until surrender. For Type I policies, during
the first ten years following a premium payment, a charge of .20% of the
premium payment is deducted monthly from the policy Account values to
reimburse GE Life & Annuity for certain distribution expenses. In addition, a
charge is imposed on full and certain partial surrenders that occur within six
years of any premium payment for Type I policies, seven years for certain Type
II policies, and eight years for Type III policies. These surrender charges
are assessed to cover certain expenses relating to the sale of a policy.
Subject to certain limitations, the charge equals 6% (or less) of the premium
surrendered for Type I and Type II policies and 8% (or less) for Type III
policies, depending on the time between premium payment and surrender. There
is no surrender charge for Type IV policies.

  GE Life & Annuity will deduct the following charges from the policy account
values to cover certain administrative expenses incurred: $30 per year for
Type I policies, $25 plus 0.15% per year for Type II policies, and $25 plus
0.25% per year for both Type III and Type IV policies. For Type II, III and IV
policies, the $25 charge may be waived if the account value is greater than
$75,000, $10,000, and $25,000, respectively. In addition, GE Life & Annuity
charges the Account for the mortality and expense risk that GE Life & Annuity
assumes based on the following rates: Type I--1.15%, Type II--1.25%, Type
III--1.3%, and Type IV--1.35%. Administrative expenses as well as mortality
and risk charges are deducted daily and reflect the effective annual rates.


                                     F-57
<PAGE>

                     GE LIFE & ANNUITY SEPARATE ACCOUNT 4

                  Notes to Financial Statements -- Continued

                               December 31, 1999


(3) Related Party Transactions -- Continued

   For Type III unit contracts, transfers from the Guarantee Account include
approximately $38 million of payments made by GE Life & Annuity in the form of
bonus credits during 1999.

  GE Investments Funds, Inc. (the Fund) is an open-end diversified management
investment company.

  Capital Brokerage Corporation, an affiliate of GE Life & Annuity, is a
Washington Corporation registered with the Commission under the Securities
Exchange Act of 1934 as a broker-dealer and is a member of the National
Association of Securities Dealers, Inc. Capital Brokerage Corporation also
serves as principal underwriter for variable life insurance policies issued by
GE Life & Annuity.

  GE Investment Management Incorporated (Investment Advisor), a wholly-owned
subsidiary of GE, currently serves as investment advisor to GE Investments
Funds, Inc. As compensation for its services, the Investment Advisor is paid
an investment advisory fee by the Fund based on the average daily net assets
at an effective annual rate of .35% for the S&P 500 Index Fund, .50% for the
Money Market, Income Fund, and Total Return Funds, 1.00% for the International
Equity Fund, .85% for the Real Estate Securities Fund, .60% for the Global
Income Fund, .65% for the Value Equity and Premier Growth Equity Funds, and
 .55% for the U.S. Equity Fund.

  Certain officers and directors of GE Life & Annuity are also officers and
directors of Capital Brokerage Corporation.

                                     F-58
<PAGE>

              GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY

                       CONSOLIDATED FINANCIAL STATEMENTS

                               December 31, 1999
                  (With Independent Auditors' Report Thereon)


                                      F-59
<PAGE>




                         Independent Auditors' Report


The Board of Directors
GE Life and Annuity Assurance Company:

  We have audited the accompanying consolidated balance sheets of GE Life and
Annuity Assurance Company and subsidiary as of December 31, 1999 and 1998, and
the related consolidated statements of income, shareholders' interest, 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 of 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 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. 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 GE Life
and Annuity Assurance Company and subsidiary 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.

  As discussed in note 15 to the consolidated financial statements, the
Company changed its method of accounting for insurance-related assessments in
1999.

                                 /s/ KPMG LLP

Richmond, Virginia
January 21, 2000

                                     F-60
<PAGE>

              GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY

                          CONSOLIDATED BALANCE SHEETS
             (Dollar amounts in millions, except per share amounts)

<TABLE>
<CAPTION>
                                                              December 31,
                                                           --------------------
                                                             1999       1998
                                                           ---------  ---------
<S>                                                        <C>        <C>
Assets
Investments:
 Fixed maturities available-for-sale, at fair value....... $ 8,033.7  $ 7,022.8
 Equity securities available-for-sale, at fair value:
  Common stocks...........................................       9.2        6.1
  Preferred stocks, non-redeemable........................      23.9       48.3
 Investment in subsidiary.................................       2.6        2.6
 Mortgage loans, net of valuation allowance of $23.3 and
  $20.9 at December 31, 1999 and 1998, respectively.......     810.5      745.8
 Policy loans.............................................      58.5      204.4
 Real estate owned........................................       2.5        2.5
 Other invested assets....................................     141.5      130.8
                                                           ---------  ---------
  Total investments.......................................   9,082.4    8,163.3
                                                           ---------  ---------
Cash......................................................      21.2       11.1
Accrued investment income.................................     190.2      141.5
Deferred acquisition costs................................     482.5      282.8
Intangible assets.........................................     472.8      458.3
Reinsurance recoverable...................................      72.4       68.9
Deferred income tax asset.................................     120.3       42.1
Other assets..............................................     269.7       64.2
Separate account assets...................................   9,245.8    5,528.7
                                                           ---------  ---------
  Total Assets............................................ $19,957.3  $14,760.9
                                                           =========  =========
Liabilities and Shareholders' Interest
Liabilities:
 Future annuity and contract benefits..................... $ 9,063.0  $ 7,538.1
 Liability for policy and contract claims.................     110.7      154.2
 Other policyholder liabilities...........................     138.8      118.9
 Accounts payable and accrued expenses....................     193.3      127.2
 Separate account liabilities.............................   9,245.8    5,528.7
                                                           ---------  ---------
  Total liabilities.......................................  18,751.6   13,467.1
                                                           ---------  ---------
Shareholders' interest:
 Net unrealized investment gains (losses).................    (134.2)      57.8
                                                           ---------  ---------
 Accumulated non-owner changes in equity..................    (134.2)      57.8
 Preferred stock, Series A ($1,000 par value, $1,000 re-
  demption and liquidation value, 200,000 shares autho-
  rized, 120,000 shares issued and outstanding)...........     120.0      120.0
 Common stock ($1,000 par value, 50,000 authorized, 25,651
  shares issued and outstanding in 1999; 7,010 issued and
  outstanding, 18,641 declared but not issued in 1998)....      25.6       25.6
 Additional paid-in capital...............................   1,050.7    1,050.1
 Retained earnings........................................     143.6       40.3
                                                           ---------  ---------
  Total shareholders' interest............................   1,205.7    1,293.8
                                                           ---------  ---------
  Total Liabilities and Shareholders' Interest............ $19,957.3  $14,760.9
                                                           =========  =========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      F-61
<PAGE>

              GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY

                       CONSOLIDATED STATEMENTS OF INCOME
                          (Dollar amounts in millions)

<TABLE>
<CAPTION>
                                                    Years Ended December 31,
                                                    ---------------------------
                                                      1999     1998     1997
                                                    --------  -------- --------
<S>                                                 <C>       <C>      <C>
Revenues:
 Net investment income............................. $  638.2  $ 574.7  $ 562.7
 Net realized investment gains.....................     12.0     29.6     19.0
 Premiums..........................................    123.9    123.1    171.8
 Cost of insurance.................................    129.0    128.5    127.2
 Variable product fees.............................     90.2     60.8     44.4
 Other income......................................     24.6     22.3     23.7
                                                    --------  -------  -------
  Total revenues...................................  1,017.9    939.0    948.8
                                                    --------  -------  -------
Benefits and expenses:
 Interest credited.................................    440.8    378.4    373.7
 Benefits and other changes in policy reserves.....    214.7    178.4    217.2
 Commissions.......................................    192.1    112.8    139.1
 General expenses..................................    124.7    111.0     92.2
 Amortization of intangibles, net..................     58.3     64.8     69.7
 Change in deferred acquisition costs, net.........   (179.1)   (74.7)  (112.6)
 Interest expense..................................      1.9      2.2      --
                                                    --------  -------  -------
  Total benefits and expenses......................    853.4    772.9    779.3
                                                    --------  -------  -------
  Income before income taxes and cumulative effect
   of accounting change............................    164.5    166.1    169.5
Provision for income taxes.........................     56.6     60.3     62.1
                                                    --------  -------  -------
  Income before cumulative effect of accounting
   change..........................................    107.9    105.8    107.4
                                                    --------  -------  -------
Cumulative effect of accounting change, net of
 tax...............................................      5.0      --       --
                                                    --------  -------  -------
  Net Income....................................... $  112.9  $ 105.8  $ 107.4
                                                    ========  =======  =======
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      F-62
<PAGE>

                     GE LIFE AND ANNUITY ASSURANCE COMPANY

               CONSOLIDATED STATEMENTS OF SHAREHOLDERS' INTEREST
                          (Dollar amounts in millions)

<TABLE>
<CAPTION>
                                                        Common Stock
                            Preferred                     Declared                 Accumulated
                              Stock      Common Stock  but not Issued   Additional  Non-owner               Total
                          -------------- ------------- ---------------   Paid-In     Changes   Retained Shareholders'
                          Shares  Amount Shares Amount Shares   Amount   Capital    in Equity  Earnings   Interest
                          ------- ------ ------ ------ -------  ------  ---------- ----------- -------- -------------
<S>                       <C>     <C>    <C>    <C>    <C>      <C>     <C>        <C>         <C>      <C>
Balances at December 31,
 1996...................      --    --    7,010   7.0      --     --     1,060.6       25.8       85.7     1,179.1
Changes other than
 transactions with
 shareholders:
 Net income.............      --    --      --    --       --     --         --         --       107.4       107.4
 Net unrealized gains on
  investment securities
  (a)...................      --    --      --    --       --     --         --        61.9        --         61.9
                                                                                                           -------
 Total changes other
  than transactions with
  shareholders..........                                                                                     169.3
Adjustment to reflect
 purchase method........      --    --      --    --       --     --        (2.2)       --         --         (2.2)
                          ------- -----  ------  ----  -------  -----    -------     ------     ------     -------
Balances at December 31,
 1997...................      --    --    7,010   7.0      --     --     1,058.4       87.7      193.1     1,346.2
Changes other than
 transactions with
 shareholders:
 Net income.............      --    --      --    --       --     --         --         --       105.8       105.8
 Net unrealized losses
  on investment
  securities (a)........      --    --      --    --       --     --         --       (29.9)       --        (29.9)
                                                                                                           -------
 Total changes other
  than transactions with
  shareholders..........                                                                                      75.9
Cash dividend declared
 and paid...............      --    --      --    --       --     --         --         --      (120.0)     (120.0)
Preferred stock
 dividend...............  120,000 120.0     --    --       --     --         --         --      (120.0)        --
Common stock dividend
 declared but not
 issued.................      --    --      --    --    18,641   18.6        --         --       (18.6)        --
Adjustment to reflect
 purchase method........      --    --      --    --       --     --        (8.3)       --         --         (8.3)
                          ------- -----  ------  ----  -------  -----    -------     ------     ------     -------
Balances at December 31,
 1998...................  120,000 120.0   7,010   7.0   18,641   18.6    1,050.1       57.8       40.3     1,293.8
Changes other than
 transactions with
 shareholders:
 Net income.............      --    --      --    --       --     --         --         --       112.9       112.9
 Net unrealized losses
  on investment
  securities (a)........      --    --      --    --       --     --         --      (192.0)       --       (192.0)
                                                                                                           -------
 Total changes other
  than transactions with
  shareholders..........                                                                                     (79.1)
Cash dividend declared
 and paid...............      --    --      --    --       --     --         --         --        (9.6)       (9.6)
Common stock issued.....      --    --   18,641  18.6  (18,641) (18.6)       --         --         --          --
Adjustment to reflect
 purchase method........      --    --      --    --       --     --         0.6        --         --          0.6
                          ------- -----  ------  ----  -------  -----    -------     ------     ------     -------
Balances at December 31,
 1999...................  120,000 120.0  25,651  25.6      --     --     1,050.7     (134.2)     143.6     1,205.7
                          ======= =====  ======  ====  =======  =====    =======     ======     ======     =======
</TABLE>
- -------
(a) Presented net of deferred taxes of $72.2, $(31.1) and $(47.2) in 1999,
    1998, and 1997, respectively.

          See accompanying notes to consolidated financial statements.

                                      F-63
<PAGE>

              GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In millions)

<TABLE>
<CAPTION>
                                                 Years Ended December 31,
                                               -------------------------------
                                                 1999       1998       1997
                                               ---------  ---------  ---------
<S>                                            <C>        <C>        <C>
Cash flows from operating activities:
 Net income................................... $   112.9  $   105.8  $   107.4
                                               ---------  ---------  ---------
 Adjustments to reconcile net income to net
  cash provided by operating activities:
  Cost of insurance and surrender fees........    (169.5)    (171.6)    (170.7)
  Increase in future policy benefits..........     565.5      440.6      461.2
  Net realized investment gains...............     (12.0)     (29.6)     (19.0)
  Amortization of investment premiums and dis-
   counts.....................................      (1.3)      (1.3)       4.7
  Amortization of intangibles.................      58.3       64.8       69.7
  Deferred income tax expense (benefit).......      25.0       29.5       (9.6)
  Change in certain assets and liabilities:
   Decrease (increase) in:
    Accrued investment income.................     (48.6)       1.5       (5.7)
    Deferred acquisition costs................    (179.1)     (74.7)    (112.6)
    Other assets, net.........................    (200.1)     (30.3)     (14.3)
   Increase (decrease) in:
    Policy and contract claims................     (43.4)      18.0       36.4
    Other policyholder liabilities............      20.0        2.5       (0.4)
    Accounts payable and accrued expenses.....      73.8       19.6     (113.3)
                                               ---------  ---------  ---------
     Total adjustments........................      88.6      269.0      126.4
                                               ---------  ---------  ---------
     Net cash provided by operating activi-
      ties....................................     201.5      374.8      233.8
                                               ---------  ---------  ---------
Cash flows from investing activities:
 Proceeds from sales and maturities of
  investment securities and other invested
  assets......................................   1,702.2    2,238.0      992.3
 Principal collected on mortgage loans........     103.3      138.3       91.8
 Proceeds collected from securitization.......     145.1        --         --
 Purchase of investment securities and other
  invested assets.............................  (3,086.2)  (2,685.4)  (1,232.6)
 Mortgage loans originations and increase in
  policy loans................................    (170.4)    (212.3)    (121.5)
                                               ---------  ---------  ---------
     Net cash used in investing activities....  (1,306.0)    (521.4)    (270.0)
                                               ---------  ---------  ---------
Cash flows from financing activities:
 Proceeds from issuance of investment
  contracts...................................   4,717.6    2,280.0    1,961.9
 Redemption and benefit payments on investment
  contracts...................................  (3,593.4)  (2,016.2)  (1,973.4)
 Cash dividend to shareholders................      (9.6)    (120.0)       --
                                               ---------  ---------  ---------
     Net cash provided by (used in) financing
      activities..............................   1,114.6      143.8      (11.5)
                                               ---------  ---------  ---------
     Net increase (decrease) in cash and
      equivalents.............................      10.1       (2.8)     (47.7)
Cash and cash equivalents at beginning of
 year.........................................      11.1       13.9       61.6
                                               ---------  ---------  ---------
Cash and cash equivalents at end of year...... $    21.2  $    11.1  $    13.9
                                               =========  =========  =========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      F-64
<PAGE>

             GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       December 31, 1999, 1998 and 1997
            (Dollar amounts in millions, except per share amounts)

(1) Summary of Significant Accounting Policies

 (a) Principles of Consolidation

  The accompanying consolidated financial statements include the historical
operations and accounts of GE Life and Annuity Assurance Company and its
subsidiary, Assigned Settlements Inc. (collectively the "Company" or
"GELAAC"). All significant intercompany accounts and transactions have been
eliminated in consolidation.

  Effective January 1, 1999, an affiliated company, The Harvest Life Insurance
Company ("Harvest") merged into The Life Insurance Company of Virginia ("LOV")
with the merged Company renamed GE Life and Annuity Assurance Company
("GELAAC"). Harvest's former parent, Federal Home Life Insurance Company
("FHLIC"), received common stock of GELAAC in exchange for its interest in
Harvest. FHLIC is an indirect wholly-owned subsidiary of GE Financial
Assurance Holdings, Inc. ("GEFAHI"). As the merged entities were under common
control, the transaction has been accounted for similar to a pooling of
interests. Accordingly, the GELAAC consolidated financial statements have been
restated for the years ended December 31, 1998 and 1997 as if Harvest had been
a part of LOV as of January 1, 1997.

  The majority of GELAAC's outstanding common stock is owned by General
Electric Capital Assurance Company ("GECA"). GECA is a wholly-owned subsidiary
of GEFAHI, which is an indirect wholly-owned subsidiary of General Electric
Capital Corporation ("GECC"). GECC is an indirect wholly-owned subsidiary of
General Electric Company.

 (b) Basis of Presentation

  The accompanying consolidated financial statements have been prepared on the
basis of generally accepted accounting principles ("GAAP") for insurance
companies, which vary in several respects from accounting practices prescribed
or permitted by the Insurance Commissioner of the state where the Company is
domiciled. The preparation of financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect the reported
amounts and related disclosures. Actual results could differ from those
estimates.

 (c) Products

  The Company's product offerings are divided along two major segments of
consumer needs: (i) Wealth Accumulation and Transfer and (ii) Lifestyle
Protection and Enhancement.

  The Company's principal product lines under the Wealth Accumulation and
Transfer segment are (i) annuities (deferred and immediate; either fixed or
variable); (ii) life insurance (universal, ordinary and group), (iii)
guaranteed investment contracts ("GICs") including funding agreements and (iv)
mutual funds. Wealth Accumulation and Transfer products are used by customers
as vehicles for accumulating wealth, often on a tax-deferred basis,
transferring wealth to beneficiaries, or providing a means to replace the
insured's income in the event of premature death. The Company's distribution
of Wealth Accumulation and Transfer products is accomplished through two
distribution methods: (i) intermediaries and (ii) career or dedicated sales
forces.

  The Company's principal product lines under the Lifestyle Protection and
Enhancement segment are (i) long-term care insurance and (ii) supplemental
accident and health insurance. Lifestyle Protection and Enhancement products
are used by customers as vehicles to protect their income and assets from the
adverse economic impacts of significant health care costs or other
unanticipated events that cause temporary or permanent loss of earnings
capabilities (including the ability to repay certain indebtedness). The
Company's distribution of Lifestyle Protection and Enhancement products is
accomplished through two distribution methods: (i) intermediaries and (ii)
career or dedicated sales forces.

  Approximately 17%, 20% and 27% of premium and annuity consideration
collected, in 1999, 1998, and 1997, respectively, came from customers residing
in the South Atlantic region of the United States, and approximately 17%, 27%
and 13% of premium and annuity consideration collected, in 1999, 1998, and
1997, respectively, came from customers residing in the Mid-Atlantic region of
the United States.


                                     F-65
<PAGE>

             GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
                       December 31, 1999, 1998 and 1997
            (Dollar amounts in millions, except per share amounts)


(1) Summary of Significant Accounting Policies -- Continued

  Although the Company markets its products through numerous distributors,
approximately 28%, 20% and 19% of the Company's sales in 1999, 1998, and 1997,
respectively, have been through two specific national stockbrokerage firms
(part of the Wealth Accumulation and Transfer segment.) Loss of all or a
substantial portion of the business provided by these stockbrokerage firms
could have a material adverse effect on the business and operations of the
Company. The Company does not believe, however, that the loss of such business
would have a long-term adverse effect because of the Company's competitive
position in the marketplace and the availability of business from other
distributors.

 (d) Revenues

  Investment income is recorded when earned. Realized investment gains and
losses are calculated on the basis of specific identification. Premiums on
long-duration insurance products are recognized as earned when due or, in the
case of life contingent immediate annuities, when the contracts are issued.
Premiums received under annuity contracts without significant mortality risk
and premiums received on universal life products are not reported as revenues
but as future annuity and contract benefits. Cost of insurance is charged to
universal life policyholders based upon at risk amounts, and is recognized as
revenue when due. Variable product fees are charged to variable annuity and
variable life policyholders based upon the daily net assets of the
policyholders' account values, and are recognized as revenue when charged.
Other income consists primarily of surrender charges on certain policies.
Surrender charges are recognized as income when the policy is surrendered.

 (e) Investments

  The Company has designated its fixed maturities (bonds, notes, mortgage-
backed securities, asset-backed securities, and redeemable preferred stock)
and equity securities (common and non-redeemable preferred stock) as
available-for-sale. The fair value for fixed maturities and equity securities
is based on individual quoted market prices, where available. For fixed
maturities 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 credit quality, call features and
maturity of the investments, as applicable.

  Changes in the market values of investments available-for-sale, net of the
effect on deferred policy acquisition costs, present value of future profits
and deferred federal income taxes are reflected as unrealized investment gains
or losses and, accordingly, have no effect on net income, but are shown as a
separate component of accumulated non-owner changes in equity in the
consolidated statements of shareholders' interest. Unrealized losses that are
considered other than temporary are recognized in earnings through an
adjustment to the amortized cost basis of the underlying securities.
Additionally, reserves for mortgage loans and certain other long-term
investments are established based on an evaluation of the respective
investment portfolio, past credit loss experience, and current economic
conditions. Writedowns and the change in reserves are included in realized
investment gains and losses in the consolidated statements of income. In
general, the Company ceases to accrue investment income when interest or
dividend payments are 90 days in arrears.

  Investment income on mortgage-backed and asset-backed securities is
initially based upon yield, cash flow and prepayment assumptions at the date
of purchase. Subsequent revisions in those assumptions are recorded using the
retrospective method, whereby the amortized cost of the securities is adjusted
to the amount that would have existed had the revised assumptions been in
place at the date of purchase. The adjustments to amortized cost are recorded
as a charge or credit to investment income. Realized gains and losses are
accounted for on the specific identification method.

  Mortgage loans and policy loans are carried at their unpaid principal
balance, net of allowances for estimated uncollectible amounts. Short-term
investments are carried at amortized cost which approximates fair value.
Equity securities are carried at fair value. Investments in limited
partnerships are accounted for under the equity method of accounting. Real
estate is carried generally at cost less accumulated depreciation. Other long-
term investments are carried generally at amortized cost.

                                     F-66
<PAGE>

             GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
                       December 31, 1999, 1998 and 1997
            (Dollar amounts in millions, except per share amounts)

(1) Summary of Significant Accounting Policies -- Continued

  Under certain securities lending transactions, the Company requires the
borrower provide collateral, consisting primarily of cash and government
securities, on a daily basis, in amounts equal to or exceeding 102% of the
market value of the applicable securities loaned.

 (f) Deferred Acquisition Costs

  Acquisition costs include costs and expenses which vary with and are
primarily related to the acquisition of insurance and investment contracts.

  Deferred acquisition costs include first-year commissions in excess of
recurring renewal commissions, certain solicitation and printing costs, and
certain support costs such as underwriting and policy issue expenses. For
investment and universal life type contracts, amortization is based on the
present value of anticipated gross profits from investments, interest
credited, surrender and other policy charges, and mortality and maintenance
expenses. Amortization is adjusted retroactively when current or estimates of
future gross profits to be realized are revised. For other long-duration
insurance contracts, the acquisition costs are amortized in relation to the
estimated benefit payments or the present value of expected future premiums.

  Deferred acquisition costs are reviewed to determine if they are recoverable
from future income, including investment income, and, if not considered
recoverable, are charged to expense.

 (g) Intangible Assets

   Present Value of Future Profits -- In conjunction with the acquisition of
the Company, a portion of the purchase price was assigned to the right to
receive future gross profits arising from existing insurance and investment
contracts. This intangible asset, called present value of future profits
(PVFP), represents the actuarially determined present value of the projected
future cash flows from the acquired policies.

   Goodwill -- Goodwill is amortized over a period of 20 years on the
straight-line method. Goodwill in excess of associated expected operating cash
flows is considered to be impaired and is written down to fair value. No such
write-downs have occurred.

 (h) Federal Income Taxes

  Deferred income taxes have been provided for the effects of temporary
differences between financial reporting and tax bases of assets and
liabilities and have been measured using the enacted marginal tax rates and
laws that are currently in effect.

 (i) Reinsurance

  Premium revenue, benefits, underwriting, acquisition and insurance expenses
are reported net of the amounts relating to reinsurance ceded to other
companies. Amounts due from reinsurers for incurred future claims are
reflected in the reinsurance recoverable asset. The cost of reinsurance is
accounted for over the terms of the related treaties using assumptions
consistent with those used to account for the underlying reinsured policies.

 (j) Future Annuity and Contract Benefits

  Future annuity and contract benefits consist of the liability for investment
contracts, insurance contracts and accident and health contracts. Investment
contract liabilities are generally equal to the policyholder's current account
value. The liability for insurance and accident and health contracts is
calculated based upon actuarial assumptions as to mortality, morbidity,
interest, expense and withdrawals, with experience adjustments for adverse
deviation where appropriate.

                                     F-67
<PAGE>

             GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
                       December 31, 1999, 1998 and 1997
            (Dollar amounts in millions, except per share amounts)

(1) Summary of Significant Accounting Policies -- Continued

 (k) Liability for Policy and Contract Claims

  The liability for policy and contract claims represents the amount needed to
provide for the estimated ultimate cost of settling claims relating to insured
events that have occurred on or before the end of the respective reporting
period. The estimated liability includes requirements for future payments of
(a) claims that have been reported to the insurer, and (b) claims related to
insured events that have occurred but that have not been reported to the
insurer as of the date the liability is estimated.

 (l) Separate Account Assets and Liabilities

  The separate account assets and liabilities represent funds held for the
exclusive benefit of the variable annuity and variable life contract owners.
The Company receives mortality risk fees and administration charges from the
variable mutual fund portfolios. The separate account assets are carried at
fair value and are equivalent to the liabilities that represent the
policyholders' equity in those assets.

  The Company has periodically transferred capital to the separate accounts to
provide for the initial purchase of investments in new mutual fund portfolios.
As of December 31, 1999, approximately $44.3 of the Company's other invested
assets related to its capital investments in the separate accounts.

 (m) Interest Rate Risk Management

  As a matter of policy, the Company does not engage in derivatives trading,
market-making or other speculative activities.

  The Company uses interest rate floors primarily to minimize risk on
investment contracts with minimum guaranteed interest rates. The Company
requires all interest rate floors to be designated and accounted for as hedges
of specific assets, liabilities or committed transactions; resulting payments
and receipts are recognized contemporaneously with effects of hedged
transactions. A payment or receipt arising from early termination of an
effective hedge is accounted for as an adjustment to the basis of the hedged
transaction.

  Instruments used as hedges must be effective at reducing the risk associated
with the exposure being hedged and must be designated as a hedge at the
inception of the contract. Accordingly, changes in market values of hedged
instruments must be highly correlated with changes in market values of
underlying hedges items both at inception of the hedge and over the life of
the hedge contract. Any instrument designated but ineffective as a hedge is
marked to market and recognized in operations immediately.

(2) Investments

 (a) General

  The sources of investment income of the Company for the years ended December
31, were as follows:

<TABLE>
<CAPTION>
                                                          1999    1998    1997
                                                         ------  ------  ------
   <S>                                                   <C>     <C>     <C>
   Fixed maturities..................................... $560.1  $489.8  $477.2
   Equity securities....................................    --      4.9     7.3
   Mortgage loans.......................................   66.9    64.2    61.0
   Policy loans.........................................   14.0    14.4    13.7
   Other investments....................................    2.5     6.7     9.0
                                                         ------  ------  ------
   Gross investment income..............................  643.5   580.0   568.2
   Investment expenses..................................   (5.3)   (5.3)   (5.5)
                                                         ------  ------  ------
   Net investment income................................ $638.2  $574.7  $562.7
                                                         ======  ======  ======
</TABLE>

                                     F-68
<PAGE>

             GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
                       December 31, 1999, 1998 and 1997
            (Dollar amounts in millions, except per share amounts)

(2) Investments -- Continued

  For the years ended December 31, sales proceeds and gross realized
investment gains and losses from the sales of investment securities available-
for-sale were as follows:

<TABLE>
<CAPTION>
                                                        1999     1998     1997
                                                       ------  --------  ------
   <S>                                                 <C>     <C>       <C>
   Sales proceeds..................................... $590.3  $1,330.0  $483.6
                                                       ======  ========  ======
   Gross realized investment:
    Gains.............................................   28.6      43.8    24.5
    Losses............................................  (16.6)    (14.2)   (5.5)
                                                       ------  --------  ------
   Net realized investment gains...................... $ 12.0  $   29.6  $ 19.0
                                                       ======  ========  ======
</TABLE>

  The additional proceeds from the investments presented in the consolidated
statements of cash flows result from principal collected on mortgage-backed
securities, asset-backed securities, maturities, calls and sinking fund
payments.

  Net unrealized gains and losses on investment securities and other invested
assets classified as available-for-sale are reduced by deferred income taxes
and adjustments to the present value of future profits and deferred policy
acquisition costs that would have resulted had such gains and losses been
realized. Net unrealized gains and losses on available-for-sale investment
securities and other invested assets reflected as a separate component of
shareholders' interest as of December 31, are summarized as follows:

<TABLE>
<CAPTION>
                                                       1999     1998    1997
                                                      -------  ------  ------
<S>                                                   <C>      <C>     <C>
Net unrealized gains/(losses) on available-for-sale
 investment securities and other invested assets
 before adjustments:
 Fixed maturities.................................... $(245.0) $138.2  $192.2
 Equity securities...................................    (0.4)    5.5    14.6
 Other invested assets...............................    (4.1)    2.3     6.4
                                                      -------  ------  ------
  Subtotal...........................................  (249.5)  146.0   213.2
                                                      -------  ------  ------
Adjustments to the present value of future profits
 and deferred acquisition costs                          43.1   (57.1)  (78.3)
Deferred income taxes................................    72.2   (31.1)  (47.2)
                                                      -------  ------  ------
  Net unrealized gains/(losses)...................... $(134.2) $ 57.8  $ 87.7
                                                      =======  ======  ======
</TABLE>

  At December 31, the amortized cost, gross unrealized gains and losses, and
fair values of the Company's fixed maturities and equity securities available-
for-sale were as follows:

<TABLE>
<CAPTION>
                                                   Gross      Gross
                                       Amortized unrealized unrealized   Fair
1999                                     cost      gains      losses    value
- ----                                   --------- ---------- ---------- --------
<S>                                    <C>       <C>        <C>        <C>
Fixed maturities:
U.S. government and agency...........  $    9.8    $ 0.1     $  (0.2)  $    9.7
State and municipal..................       1.5      --          --         1.5
Non-U.S. government..................       3.0      --         (0.2)       2.8
U.S. corporate.......................   4,936.3     21.4      (227.6)   4,730.1
Non-U.S. corporate...................     624.6      8.1       (17.8)     614.9
Mortgage-backed......................   1,696.5     16.9       (27.4)   1,686.0
Asset-backed.........................   1,007.0      1.5       (19.8)     988.7
                                       --------    -----     -------   --------
  Total fixed maturities.............   8,278.7     48.0      (293.0)   8,033.7
Common stocks and non-redeemable
 preferred stocks....................      33.5      1.3        (1.7)      33.1
                                       --------    -----     -------   --------
Total available-for-sale securities..  $8,312.2    $49.3     $(294.7)  $8,066.8
                                       ========    =====     =======   ========

</TABLE>


                                     F-69
<PAGE>

             GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
                       December 31, 1999, 1998 and 1997
            (Dollar amounts in millions, except per share amounts)

(2) Investments -- Continued

<TABLE>
<CAPTION>
                                                   Gross      Gross
                                       Amortized unrealized unrealized   Fair
1998                                     cost      gains      losses    value
- ----                                   --------- ---------- ---------- --------
<S>                                    <C>       <C>        <C>        <C>
Fixed maturites:
U.S. government and agency...........  $   66.3    $  2.2     $ (0.1)  $   68.4
State and municipal..................       1.6       0.4        --         2.0
Non-U.S. government..................       3.0       --        (0.4)       2.6
U.S. corporate.......................   4,223.8     142.2      (54.6)   4,311.4
Non-U.S. corporate...................     314.3       6.4       (9.0)     311.7
Mortgage-backed......................   1,665.0        58         (9)   1,714.0
Asset-backed.........................     610.6       7.8       (5.7)     612.7
                                       --------    ------     ------   --------
  Total fixed maturities.............   6,884.6     217.0      (78.8)   7,022.8
Common stocks and non-redeemable
 preferred stocks....................      48.9       5.8       (0.3)      54.4
                                       --------    ------     ------   --------
Total available-for-sale securities..  $6,933.5    $222.8     $(79.1)  $7,077.2
                                       ========    ======     ======   ========
</TABLE>

  The scheduled maturity distribution of the fixed maturity portfolio at
December 31, 1999 follows. Expected maturities may differ from scheduled
contractual maturities because issuers of securities may have the right to
call or prepay obligations with or without call or prepayment penalties.

<TABLE>
<CAPTION>
                                                             Amortized   Fair
                                                               Cost     Value
                                                             --------- --------
   <S>                                                       <C>       <C>
   Due in one year or less.................................. $  332.4  $  329.7
   Due one year through five years..........................  2,222.5   2,170.0
   Due five years through ten years.........................  1,663.2   1,565.5
   Due after ten years......................................  1,357.1   1,293.8
                                                             --------  --------
     Subtotals..............................................  5,575.2   5,359.0
   Mortgage-backed securities...............................  1,696.5   1,686.0
   Asset-backed securities..................................  1,007.0     988.7
                                                             --------  --------
     Totals................................................. $8,278.7  $8,033.7
                                                             ========  ========
</TABLE>

  As required by law, the Company has investments on deposit with governmental
authorities and banks for the protection of policyholders of $5.9 and $10.8 as
of December 31, 1999 and 1998, respectively.

  As of December 31, 1999, approximately 26.1% and 16.1% of the Company's
investment portfolio is comprised of securities issued by the manufacturing
and financial industries, respectively, the vast majority of which are rated
investment grade, and which are senior secured bonds. No other industry group
comprises more than 10% of the Company's investment portfolio. This portfolio
is widely diversified among various geographic regions in the United States,
and is not dependent on the economic stability of one particular region.

  As of December 31, 1999 the Company did not hold any fixed maturity
securities which exceeded 10% of shareholders' interest.

                                     F-70
<PAGE>

             GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
                       December 31, 1999, 1998 and 1997
            (Dollar amounts in millions, except per share amounts)


(2) Investments -- Continued

  The credit quality of the fixed maturity portfolio at December 31, follows.
The categories are based on the higher of the ratings published by Standard &
Poors or Moody's.

<TABLE>
<CAPTION>
                                                     1999             1998
                                               ---------------- ----------------
                                                 Fair             Fair
                                                value   Percent  value   Percent
                                               -------- ------- -------- -------
   <S>                                         <C>      <C>     <C>      <C>
   Agencies and treasuries.................... $  284.7    3.5% $  536.0    7.6%
   AAA/Aaa....................................  2,080.7   25.9   1,696.1   24.2
   AA/Aa......................................    461.7    5.7     415.2    5.9
   A/A........................................  1,807.5   22.5   1,388.8   19.8
   BBB/Baa....................................  2,078.2   25.9   1,980.8   28.2
   BB/Ba......................................    368.2    4.6     401.5    5.7
   B/B........................................    191.6    2.4     188.5    2.7
   CCC/Ca.....................................      0.7    0.0       --     --
   CC/Ca......................................      0.1    0.0       --     --
   Not rated..................................    760.3    9.5     415.9    5.9
                                               --------  -----  --------  -----
   Totals..................................... $8,033.7  100.0% $7,022.8  100.0%
                                               ========  =====  ========  =====
</TABLE>

  Bonds with ratings ranging from AAA/Aaa to BBB-/Baa are generally regarded
as investment grade securities. Some agencies and treasuries (that is, those
securities issued by the United States government or an agency thereof) are
not rated, but all are considered to be investment grade securities. Finally,
some securities, such as private placements, have not been assigned a rating
by any rating service and are therefore categorized as "not rated." This has
neither positive nor negative implications regarding the value of the
security.

  At December 31, 1999 and 1998, there were fixed maturities in default with a
fair value of $1.0 and $4.5, respectively.

 (b) Mortgage and Real Estate Portfolio

  The Company's mortgage and real estate portfolio is distributed by
geographic location and type. However, the Company has concentration exposures
in certain regions and in certain types as shown in the following two tables.

  Geographic distribution as of December 31, 1999:

<TABLE>
<CAPTION>
                                                            Mortgage Real Estate
                                                            -------- -----------
   <S>                                                      <C>      <C>
   South Atlantic..........................................   30.0%     100.0%
   Pacific.................................................   26.0        --
   East North Central......................................   15.0        --
   West South Central......................................   10.0        --
   Mountain................................................    5.0        --
   Other...................................................   14.0        --
                                                             -----      -----
   Totals..................................................  100.0%     100.0%
                                                             =====      =====
</TABLE>

                                     F-71
<PAGE>

             GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
                       December 31, 1999, 1998 and 1997
            (Dollar amounts in millions, except per share amounts)


(2) Investments -- Continued

  Type distribution as of December 31, 1999:

<TABLE>
<CAPTION>
                                                            Mortgage Real Estate
                                                            -------- -----------
   <S>                                                      <C>      <C>
   Office Building.........................................   22.0%       -- %
   Retail..................................................   30.0      100.0
   Industrial..............................................   23.0        --
   Apartments..............................................   15.0        --
   Other...................................................   10.0        --
                                                             -----      -----
   Totals..................................................  100.0%     100.0%
                                                             =====      =====
</TABLE>

  "Impaired" loans are defined under generally accepted accounting principles
as loans for which it is probable that the lender will be unable to collect
all amounts due according to the original contractual terms of the loan
agreement. That definition excludes, among other things, leases or large
groups of smaller-balance homogenous loans, and therefore applies principally
to the Company's commercial loans.

  Under these principles, the Company has two types of "impaired" loans as of
December 31, 1999 and 1998: loans requiring allowances for losses and loans
expected to be fully recoverable because the carrying amount has been reduced
previously through charge-offs or deferral of income recognition ($12.5 and
$11.3, respectively). There was no allowance for losses on these loans as of
December 31, 1999 or 1998. Average investment in impaired loans during 1999,
1998 and 1997 was $15.0, $20.0 and $23.0 and interest income earned on these
loans while they were considered impaired was $2.6, $1.8 and $2.0 for the
years ended 1999, 1998 and 1997, respectively.

  The following table shows the activity in the allowance for losses during
the years ended December 31:

<TABLE>
<CAPTION>
                                                              1999  1998  1997
                                                              ----- ----- -----
   <S>                                                        <C>   <C>   <C>
   Balance on January 1...................................... $20.9 $17.7 $21.0
   Provision charged to operations...........................   1.6   1.5   1.4
   Amounts written off, net of recoveries....................   0.8   1.7  (4.7)
                                                              ----- ----- -----
   Balance at December 31.................................... $23.3 $20.9 $17.7
                                                              ===== ===== =====
</TABLE>

  The allowance for losses on mortgage loans at December 31, 1999 and 1998
represented 2.8% and 2.7% of gross mortgage loans, respectively.

  The Company had $4.5 and $5.6 of non-income producing mortgage loan
investments as of December 31, 1999 and 1998 respectively.

(3) Deferred Acquisition Costs

  Activity impacting deferred policy acquisition costs for the years ended
December 31, was as follows:

<TABLE>
<CAPTION>
                                                        1999    1998    1997
                                                       ------  ------  ------
   <S>                                                 <C>     <C>     <C>
   Unamortized balance -- at January 1................ $296.1  $221.4  $108.8
   Costs deferred.....................................  218.9   107.0   130.6
   Amortization, net..................................  (39.8)  (32.3)  (18.0)
                                                       ------  ------  ------
   Unamortized balance -- at December 31..............  475.2   296.1   221.4
   Cumulative effect of net unrealized investment
    (gains) losses....................................    7.3   (13.3)  (14.8)
                                                       ------  ------  ------
   Balance at December 31............................. $482.5  $282.8  $206.6
                                                       ======  ======  ======
</TABLE>

                                     F-72
<PAGE>

             GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
                       December 31, 1999, 1998 and 1997
            (Dollar amounts in millions, except per share amounts)


(4) Intangibles

 (a) Present Value of Future Profits

  PVFP reflects the estimated fair value of the Company's life insurance
business in-force and represents the portion of the cost to acquire the
Company that is allocated to the value of the right to receive future cash
flows from investment and insurance contracts existing at the date of
acquisition. Such value is the present value of the actuarially determined
projected cash flows for the acquired policies discounted at an appropriate
rate.

  PVFP is amortized, net of accreted interest, in a manner similar to the
amortization of deferred acquisition costs. Interest accretes at rates
credited to policyholders on underlying contracts. Recoverability of PVFP is
evaluated periodically by comparing the current estimate of expected future
gross profits to the unamortized asset balance. If such a comparison indicates
that the expected gross profits will not be sufficient to recover PVFP, the
difference is charged to expense.

  PVFP is further adjusted to reflect the impact of unrealized gains or losses
on fixed maturities classified as available for sale in the investment
portfolios. Such adjustments are not recorded in the Company's net income but
rather as a credit or charge to shareholders' interest, net of applicable
income tax.

  The components of PVFP are as follows:

<TABLE>
<CAPTION>
                                                        1999    1998    1997
                                                       ------  ------  ------
   <S>                                                 <C>     <C>     <C>
   Unamortized balance -- at January 1................ $367.0  $426.9  $487.9
   Interest accreted at 7.19%, 6.25% and 6.75% for
    1999, 1998, and 1997, respectively................   21.9    24.0    28.4
   Amortization.......................................  (74.1)  (83.9)  (89.4)
                                                       ------  ------  ------
   Unamortized balance -- at December 31..............  314.8   367.0   426.9
   Cumulative effect of net unrealized investment
    (gains) losses....................................   35.8   (43.8)  (63.5)
                                                       ------  ------  ------
   Balance at December 31............................. $350.6  $323.2  $363.4
                                                       ======  ======  ======
</TABLE>

  The estimated percentage of the December 31, 1999 balance, before the effect
of unrealized investment gains or losses, to be amortized over each of the
next five years is as follows:

<TABLE>
              <S>                                     <C>
              2000................................... 14.7%
              2001................................... 12.4
              2002................................... 10.2
              2003...................................  8.5
              2004...................................  7.2
</TABLE>

 (b) Goodwill

  Goodwill represents the excess of purchase price over the fair value of the
assets acquired, less the fair value of the liabilities assumed which has been
pushed-down to the consolidated financial statements by the Company's parent.
Adjustments to the purchase price related to pre-acquisition contingencies are
recorded as adjustments to goodwill in the period in which they are resolved.

  At December 31, 1999 and 1998, total unamortized goodwill was $121.4 and
$134.2, respectively, which is shown net of accumulated amortization and
adjustments of $36.1 and $50.9 for the years ended December 31, 1999 and 1998,
respectively. Goodwill amortization was $6.0, $4.9, and $8.7 for the years
ending December 31, 1999, 1998 and 1997, respectively. Adjustments to goodwill
totaled ($6.8), ($27.6) and ($1.9) for the years ending December 31, 1999,
1998 and 1997, respectively.

                                     F-73
<PAGE>

             GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
                       December 31, 1999, 1998 and 1997
            (Dollar amounts in millions, except per share amounts)


(5) Reinsurance and Claim Reserves

  GELAAC is involved in both the cession and assumption of reinsurance with
other companies. Although these reinsurance agreements contractually obligate
the reinsurers to reimburse the Company, they do not discharge the
Company from its primary liabilities and the Company remains liable to the
extent that the reinsuring companies are unable to meet their obligations.

  In order to limit the amount of loss retention, certain policy risks are
reinsured with other insurance companies. The maximum of individual ordinary
life insurance normally retained by the Company on any one life policy is $1.
The Company does not have significant reinsurance contracts with any one
reinsurer that could have a material impact on its results of operations.

  A summary of reinsurance activity is as follows:

<TABLE>
<CAPTION>
                                                          1999    1998    1997
                                                         ------  ------  ------
   <S>                                                   <C>     <C>     <C>
   Direct............................................... $348.0  $427.5  $412.7
   Assumed..............................................   17.9    19.2    20.7
   Ceded................................................ (113.0) (195.1) (134.4)
                                                         ------  ------  ------
   Net premiums earned.................................. $252.9  $251.6  $299.0
                                                         ------  ------  ------
   Percentage of amount assumed to net..................      7%      8%      7%
                                                         ======  ======  ======
</TABLE>

  Due to the nature of the Company's insurance contracts, premiums earned
approximate premiums written. The above premium amounts include cost of
insurance charges on universal life policies.

  During 1998 and 1997, a significant portion of GELAAC's ceded premiums
related to group life and health premiums. During 1998 and 1997, GELAAC was
the primary carrier for the State of Virginia employees group life and health
plan. By statute, GELAAC had to reinsure these risks with other Virginia
domiciled companies who wished to participate.

  Incurred losses and loss adjustment expenses are net of reinsurance of
$68.2, $112.4 and $85.6 for the years ended December 31, 1999, 1998 and 1997,
respectively.

(6) Future Annuity and Contract Benefits

 (a) Investment Contracts

  Investment contracts are broadly defined to include contracts without
significant mortality or morbidity risk. Payments received from sales of
investment contracts are recognized by providing a liability equal to the
current account value of the policyholder's contracts. Interest rates credited
to investment contracts are guaranteed for the initial policy term with
renewal rates determined as necessary by management.

 (b) Insurance Contracts

  Insurance contracts are broadly defined to include contracts with
significant mortality and/or morbidity risk. The liability for future benefits
of insurance contracts is the present value of such benefits based on
mortality, morbidity, and other assumptions which were appropriate at the time
the policies were issued or acquired. These assumptions are periodically
evaluated for potential premium deficiencies. Reserves for cancelable accident
and health insurance are based upon unearned premiums, claims incurred but not
reported, and claims in the process of settlement. This estimate is based on
the experience of the insurance industry and the Company, adjusted for current
trends. Any changes in the estimated liability are reflected in income as the
estimates are revised.

                                     F-74
<PAGE>

             GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
                       December 31, 1999, 1998 and 1997
            (Dollar amounts in millions, except per share amounts)


(6) Future Annuity and Contract Benefits -- Continued

  The following chart summarizes the major assumptions underlying the
Company's recorded liabilities for future annuity and contract benefits:

<TABLE>
<CAPTION>
                                             Mortality/                 December 31,
                              Withdrawal     Morbidity  Interest Rate -----------------
                              Assumption     Assumption  Assumption     1999     1998
                          ------------------ ---------- ------------- -------- --------
<S>                       <C>                <C>        <C>           <C>      <C>
Investment Contracts....         N/A            N/A          N/A      $6,891.1 $5,416.2
Limited-payment
 Contracts..............         None            (a)       4.0-9.3%       16.3     14.4
Traditional life
 insurance contracts....  Company Experience     (b)         7.1%        380.8    381.5
Universal life-type
 contracts..............         N/A            N/A          N/A       1,730.2  1,684.7
Accident & Health.......  Company Experience     (c)       3.5-7.5%       44.6     41.3
                                                                      -------- --------
Total future annuity and
 contract benefits......                                              $9,063.0 $7,538.1
                                                                      ======== ========
</TABLE>
- -------
(a) Either the United States Population Table, 1983 Group Annuitant Mortality
    Table or 1983 Individual Annuitant Mortality Table.
(b) Principally modifications of the 1965-70 or 1975-80 Select and Ultimate
    Tables.
(c) The 1958 Commissioner's Standard Ordinary Table and 1964 modified and 1987
    Commissioner's Disability Tables.

(7) Income Taxes

  GELAAC and its subsidiary have been included in the life insurance company
consolidated federal income tax return of GECA and are also subject to a
separate tax-sharing agreement, as approved by state insurance regulators, the
provisions of which are substantially the same as the tax-sharing agreement
with GE Capital. As such the Company is not at risk for income taxes nor
entitled to recoveries related to post-acquisition periods.

  The total provision for income taxes at December 31, consisted of the
following components:

<TABLE>
<CAPTION>
                                                              1999  1998  1997
                                                              ----- ----- -----
   <S>                                                        <C>   <C>   <C>
   Current federal income tax provision ..................... $29.3 $29.2 $69.1
   Deferred federal income tax provision (benefit)...........  24.9  28.7  (9.5)
                                                              ----- ----- -----
     Subtotal-federal provision..............................  54.2  57.9  59.6
   Current state income tax provision .......................   2.3   1.6   2.6
   Deferred state income tax provision (benefit).............   0.1   0.8  (0.1)
                                                              ----- ----- -----
     Subtotal-state provision................................   2.4   2.4   2.5
                                                              ----- ----- -----
     Total income tax provision.............................. $56.6 $60.3 $62.1
                                                              ===== ===== =====
</TABLE>

  The reconciliation of the federal statutory rate to the effective income tax
rate at December 31, is as follows:

<TABLE>
<CAPTION>
                                                               1999  1998  1997
                                                               ----  ----  ----
   <S>                                                         <C>   <C>   <C>
   Statutory U.S. federal income tax rate..................... 35.0% 35.0% 35.0%
   State income tax...........................................  0.5   0.5   0.5
   Non-deductible goodwill amortization.......................  1.2   1.0   1.7
   Dividends received deduction............................... (1.1) (0.2)  --
   Other, net................................................. (1.2)  --   (0.5)
                                                               ----  ----  ----
     Effective rate........................................... 34.4% 36.3% 36.7%
                                                               ====  ====  ====
</TABLE>

                                     F-75
<PAGE>

             GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
                       December 31, 1999, 1998 and 1997
            (Dollar amounts in millions, except per share amounts)


(7) Income Taxes -- Continued

  The components of the net deferred income tax asset at December 31 are as
follows:

<TABLE>
<CAPTION>
                                                                   1999   1998
                                                                  ------ ------
   <S>                                                            <C>    <C>
   Assets:
    Insurance reserve amounts.................................... $149.0 $159.5
    Investments..................................................   10.7    --
    Net unrealized investment losses on investment securities....   72.2    --
    Other........................................................   22.2    7.7
                                                                  ------ ------
     Total deferred tax assets...................................  254.1  167.2
                                                                  ------ ------
   Liabilities:
    Net unrealized investment gains on investment securities.....    --    31.1
    Investments..................................................    --    15.9
    Present value of future profits..............................   59.6   67.1
    Deferred acquisition costs...................................   74.2   11.0
                                                                  ------ ------
     Total deferred tax liabilities..............................  133.8  125.1
                                                                  ------ ------
     Net deferred income tax asset............................... $120.3 $ 42.1
                                                                  ====== ======
</TABLE>

  Based on an analysis of the Company's tax position, management believes it
is more likely than not that the results of future operations and
implementation of tax planning strategies will generate sufficient taxable
income enabling the Company to realize remaining deferred tax assets.
Accordingly, no valuation allowance for deferred tax assets is deemed
necessary.

  The Company paid $41.8, $25.6 and $70.6, for federal and state income taxes
for the years ended December 31, 1999, 1998 and 1997, respectively.

(8) Related Party Transactions

  GELAAC pays investment advisory fees and other fees to affiliates. Amounts
incurred for these items aggregated $14.8, $11.5 and $11.9 for the years ended
December 31, 1999, 1998 and 1997, respectively. GELAAC charges affiliates for
certain services and for the use of facilities and equipment which aggregated
$45.1, $19.1 and $4.6, for the years ended December 31, 1999, 1998 and 1997,
respectively.

  GELAAC pays interest on outstanding amounts under a credit funding agreement
with GNA Corporation, the parent company of GECA. Interest expense under this
agreement was $1.9 and $2.2 with no outstanding borrowings at December 31,
1999 and $64.3 outstanding at December 31, 1998.

  During 1998, GELAAC sold $18.5 of third-party preferred stock investments to
an affiliate. This resulted in a gain on sale of $3.9, which is included in
net realized investment gains.

(9) Commitments and Contingencies

 (a) Mortgage Loan Commitments

  GELAAC has certain investment commitments to provide fixed-rate loans. The
investment commitments, which would be collateralized by related properties of
the underlying investments, involve varying elements of credit and market
risk. Investment commitments outstanding as of December 31, 1999 and 1998,
totaled $30.8 and $75.9, respectively.

 (b) Guaranty Association Assessments

  The Company is required by law to participate in the guaranty associations
of the various states in which they do business. The state guaranty
associations ensure payment of guaranteed benefits, with certain restrictions,
to policyholders of impaired or insolvent insurance companies by assessing all
other companies involved in similar lines of business.


                                     F-76
<PAGE>

             GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
                       December 31, 1999, 1998 and 1997
            (Dollar amounts in millions, except per share amounts)

(9) Commitments and Contingencies -- Continued

  There are currently several unrelated insurance companies which had
substantial amounts of annuity business in the process of liquidation or
rehabilitation. The Company paid assessments of $.1, $3.1, and $4.6 to various
state guaranty associations during 1999, 1998 and 1997, respectively. At
December 31, 1999 and 1998, accounts payable and accrued expenses include $4.1
and $17.8, respectively, related to estimated future payments.

(c) Litigation

  The Company and its subsidiary are defendants in various cases of litigation
considered to be in the normal course of business. The Company believes that
the outcome of such litigation will not have a material effect on its
financial position or results of operations.

(10) Fair Value of Financial Instruments

  The Company has no derivative financial instruments as of December 31, 1999
and 1998 other than mortgage loan commitments of $53.0 and $83.8 and interest
rate floors of $13.9 and $17.2, respectively. The notional value of the
interest rate floors at December 31, 1999 and 1998, was $1,800 and the floors
expire from September 2003 to October 2003.

  The fair values of financial instruments presented in the applicable notes
to the Company's consolidated financial statements are estimates of the fair
values at a specific point in time using available market information and
valuation methodologies considered appropriate by management. These estimates
are subjective in nature and involve uncertainties and significant judgment in
the interpretation of current market data. Therefore, the fair values
presented are not necessarily indicative of amounts the Company could realize
or settle currently. The Company does not necessarily intend to dispose of or
liquidate such instruments prior to maturity.

  Financial instruments that, as a matter of accounting policy, are reflected
in the accompanying consolidated financial statements at fair value are not
included in the following disclosures. Such items include fixed maturities,
equity securities and certain other invested assets. The carrying value of
policy loans and short-term investments approximate fair value at both
December 31, 1999 and 1998.

  At December 31, the carrying amounts and fair value of the Company's
financial instruments were as follows:

<TABLE>
<CAPTION>
                                                  1999              1998
                                            ----------------- -----------------
                                            Carrying   Fair   Carrying   Fair
                                             amount   value    amount   value
                                            -------- -------- -------- --------
   <S>                                      <C>      <C>      <C>      <C>
   Mortgage loans.......................... $  810.5 $  819.4 $  745.8 $  828.3
   Investment type insurance contracts.....  6,891.1  6,849.8  5,416.2  5,441.8
   Interest rate floors....................     13.9      1.2     17.2     12.5
</TABLE>

  The fair value of mortgage loans is estimated by discounting the estimated
future cash flows using interest rates applicable to current loan origination,
adjusted for credit risk.

  The estimated fair value of investment contracts is the amount payable on
demand (cash surrender value) for deferred annuities and the net present value
based on interest rates currently offered on similar contracts for non-life
contingent immediate annuities. Fair value disclosures are not required for
insurance contracts.

                                     F-77
<PAGE>

             GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
                       December 31, 1999, 1998 and 1997
            (Dollar amounts in millions, except per share amounts)


(11) Restrictions on Dividends

  Insurance companies are restricted by states as to the aggregate amount of
dividends they may pay to their parent in any consecutive twelve-month period
without regulatory approval. Generally, dividends may be paid out of earned
surplus without approval with thirty days prior written notice within certain
limits. The limits are generally based on 10% of the prior year surplus (net
of adjustments in some cases) and prior year statutory income (net gain from
operations, net income adjusted for realized capital gains, or net investment
income). Dividends in excess of the prescribed limits or the Company's earned
surplus require formal state insurance commission approval. The maximum
dividend payout which may be made without prior approval in 2000 is $54.2.

  On December 3, 1998, the Company received approval from the Commonwealth of
Virginia for, and declared, a dividend payable in cash, preferred stock and/or
common stock at the election of each shareholder. GEFAHI elected to receive
cash and preferred stock and GECA elected to receive common stock. A cash
dividend of $120 was paid and a Series A preferred stock dividend of $120 was
issued to GEFAHI on December 15, 1998. The Series A preferred stock has a par
value of $1,000 per share, is redeemable at par at the Company's election, and
is not subject to call penalties. Dividends on the preferred stock are
cumulative and payable semi-annually at the annual rate of 8.0% of the par
value. The Series A preferred stock is not convertible into any other security
of the Company, and the holders thereof have no voting rights except with
respect to any proposed changes in the preferences and special rights of such
stock. GECA received its dividend in the form of 18,641 shares of newly issued
common stock in 1999.

(12) Supplementary Financial Data

  The Company files financial statements with state insurance regulatory
authorities and the National Association of Insurance Commissioners ("NAIC")
that are prepared on an accounting basis prescribed by such authorities
(statutory basis). Statutory accounting practices differ from GAAP in several
respects, causing differences in reported net income and shareholders'
interest. Permitted statutory accounting practices encompass all accounting
practices not so prescribed but that have been specifically allowed by state
insurance authorities. The Company has no significant permitted accounting
practices.

  At December 31, statutory net income and statutory capital and surplus is
summarized below:

<TABLE>
<CAPTION>
                                                            1999   1998   1997
                                                           ------ ------ ------
   <S>                                                     <C>    <C>    <C>
   Statutory net income................................... $ 70.8 $ 70.1 $ 80.9
   Statutory capital and surplus.......................... $542.5 $577.5 $600.0
</TABLE>

  The NAIC adopted Risk Based Capital ("RBC") requirements to evaluate the
adequacy of statutory capital and surplus in relation to risks associated with
(i) asset quality, (ii) insurance risk, (iii) interest rate risk, and (iv)
other business factors. The RBC formula is designated as an early warning tool
for the states to identify possible under-capitalized companies for the
purpose of initiating regulatory action. In the course of operations, the
Company periodically monitors its RBC level. At December 31, 1999 and 1998,
the Company exceeded the minimum required RBC levels.

(13) Operating Segment Information

  The Company conducts its operations through two business segments: (1)
Wealth Accumulation and Transfer, comprised of products intended to increase
the policyholder's wealth, transfer wealth to beneficiaries or provide a means
for replacing the income of the insured in the event of premature death, and
(2) Lifestyle Protection and Enhancement, comprised of products intended to
protect accumulated wealth and income from the financial drain of unforeseen
events. See Note (1)(c) for further discussion of the Company's principal
product lines within these two segments.

                                     F-78
<PAGE>

              GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
                        December 31, 1999, 1998 and 1997
             (Dollar amounts in millions, except per share amounts)


(13) Operating Segment Information -- Continued

  The following is a summary of industry segment activity for 1999, 1998 and
1997:

<TABLE>
<CAPTION>
                                          Wealth       Lifestyle
                                      Accumulation &  Protection
1999 -- Segment Data                     Transfer    & Enhancement Consolidated
- --------------------                  -------------- ------------- ------------
<S>                                   <C>            <C>           <C>
Net investment income................   $   634.2       $  4.0      $   638.2
Net realized investment gains........        12.0          --            12.0
Premiums.............................        67.8         56.1          123.9
Other revenues.......................       243.6          0.2          243.8
                                        ---------       ------      ---------
  Total revenues.....................       957.6         60.3        1,017.9
                                        ---------       ------      ---------
Interest credited, benefits, and
 other changes in policy reserves....       617.0         38.5          655.5
Commissions..........................       179.7         12.4          192.1
Amortization of intangibles..........        56.2          2.1           58.3
Other operating costs and expenses...       (55.1)         2.6          (52.5)
                                        ---------       ------      ---------
  Total benefits and expenses........       797.8         55.6          853.4
                                        ---------       ------      ---------
  Income before income taxes and
   cumulative effect of accounting
   change............................   $   159.8       $  4.7      $   164.5
                                        =========       ======      =========
Total Assets.........................   $19,774.2       $183.1      $19,957.3
                                        =========       ======      =========

<CAPTION>
                                          Wealth       Lifestyle
                                      Accumulation &  Protection
1998 -- Segment Data                     Transfer    & Enhancement Consolidated
- --------------------                  -------------- ------------- ------------
<S>                                   <C>            <C>           <C>
Net investment income................   $   569.4       $  5.3      $   574.7
Net realized investment gains........        29.6          --            29.6
Premiums.............................       101.4         21.7          123.1
Other revenues.......................       211.1          0.5          211.6
                                        ---------       ------      ---------
  Total revenues.....................       911.5         27.5          939.0
                                        ---------       ------      ---------
Interest credited, benefits, and
 other changes in policy reserves....       560.7         (3.9)         556.8
Commissions..........................       106.2          6.6          112.8
Amortization of intangibles..........        55.1          9.7           64.8
Other operating costs and expenses...        26.0         12.5           38.5
                                        ---------       ------      ---------
  Total benefits and expenses........       748.0         24.9          772.9
                                        ---------       ------      ---------
  Income before income taxes and
   cumulative effect of accounting
   change............................   $  163.54       $  2.6      $   166.1
                                        =========       ======      =========
Total Assets.........................   $14,661.1       $ 99.8      $14,760.9
                                        =========       ======      =========

<CAPTION>
                                          Wealth       Lifestyle
                                      Accumulation &  Protection
1997 -- Segment Data                     Transfer    & Enhancement Consolidated
- --------------------                  -------------- ------------- ------------
<S>                                   <C>            <C>           <C>
Net investment income................   $   555.7       $  7.0      $   562.7
Net realized investment gains........        19.0          --            19.0
Premiums.............................       105.6         66.2          171.8
Other revenues.......................       195.1          0.2          195.3
                                        ---------       ------      ---------
  Total revenues.....................       875.4         73.4          948.8
                                        ---------       ------      ---------
Interest credited, benefits, and
 other changes in policy reserves....       548.4         42.5          590.9
Commissions..........................       125.2         13.9          139.1
Amortization of intangibles..........        66.6          3.1           69.7
Other operating costs and expenses...       (24.5)         4.1          (20.4)
                                        ---------       ------      ---------
  Total benefits and expenses........       715.7         63.6          779.3
                                        ---------       ------      ---------
  Income before income taxes and
   cumulative effect of accounting
   change............................   $   159.7       $  9.8      $   169.5
                                        =========       ======      =========
Total Assets.........................   $12,699.0       $ 47.9      $12,746.9
                                        =========       ======      =========
</TABLE>

                                      F-79
<PAGE>

             GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
                       December 31, 1999, 1998 and 1997
            (Dollar amounts in millions, except per share amounts)


(14) Accounting Pronouncements Not Yet Adopted

  The Financial Accounting Standards Board ("FASB") has issued Statement of
Financial Accounting Standards ("SFAS") No. 133, Accounting for Derivative
Instruments and Hedging Activities (Statement No. 133), effective for GELAAC
on January 1, 2001 (as amended by Statement of Financial Accounting Standards
No. 137, Deferral of the Effective Date of Statement No. 133.) Upon adoption,
all derivative instruments (including certain derivative instruments embedded
in other contracts) will be recognized in the balance sheets at fair value,
and changes in such fair values must be recognized immediately in earnings
unless specific hedging criteria are met. Changes in the values of derivatives
meeting these hedging criteria will ultimately offset related earnings effects
of the hedged items; effects of qualifying changes in fair value are to be
recorded in equity pending recognition in earnings. Certain significant
refinements and interpretations of Statement 133 are being deliberated by the
FASB, and the effects on accounting for GELAAC financial instruments will
depend to some degree on the results of such deliberations. Management has not
determined the total probable effects of adopting Statement 133, and does not
believe that an estimate of such effects would be meaningful at this time.

(15) Cumulative Effect of Accounting Change

  The American Institute of Certified Public Accountants has issued Statement
of Position ("SOP") No. 97-3, Accounting by Insurance and Other Enterprises
for Insurance-Related Assessments. This SOP provided guidance on accounting by
insurance and other enterprises for guaranty-fund and certain other insurance-
related assessments. The SOP requires enterprises to recognize (1) a liability
for assessments when (a) an assessment has been asserted or information
available prior to issuance of the financial statements indicates it is
probable that an assessment will be asserted, (b) the underlying cause of the
asserted or probable assessment has occurred on or before the date of the
financial statements, and (c) the amount of the loss can be reasonably
estimated and (2) an asset for an amount when it is probable that a paid or
accrued assessment will result in an amount that is recoverable from premium
tax offsets or policy surcharges from in-force policies.

  Effective January 1, 1999, the Company adopted SOP No. 97-3 and has reported
the favorable impact of this adoption as a cumulative effect of a change in
accounting principle resulting in an increase to net income of $5 (net of
income taxes of $2.8).

                                     F-80


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