GE LIFE & ANNUITY ASSURANCE CO IV, N-4, 2000-02-25

GE LIFE & ANNUITY ASSURANCE CO IV
N-4, 2000-02-25

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As filed with the Securities and Exchange Commission on _________________

File No. 333- _____
File No. 811-05343

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-4

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

For Registration Under the Investment Company Act of 1940 [X]
Amendment No.47

GE Life & Annuity Separate Account 4
(Exact Name of Registrant)

GE Life and Annuity Assurance Company
(Name of Depositor)
6610 W. Broad Street
Richmond, Virginia 23230
(Address of Depositor's Principal Executive Office)
Depositor's Telephone Number: (804) 281-6000

Patricia L. Dysart, Esquire Copy to:
Assistant Vice President and Associate Counsel Stephen E. Roth, Esquire
GE Life And Annuity Assurance Company Sutherland Asbill & Brennan LLP
6610 W. Broad Street 1275 Pennsylvania Avenue, N.W.
Richmond, Virginia 23230 Washington, D.C. 20004-2415
(Name and address of Agent for Service)

Approximate Date of Proposed Public Offering:
As soon as practicable after the effective date of the registration statement.

Title of Securities Being Registered:
Interests in a Separate Account under flexible premium variable annuity
contracts.

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

<PAGE>

PROSPECTUS FOR THE
FLEXIBLE PREMIUM VARIABLE DEFERRED
ANNUITY CONTRACT

FORM P1154 4/00

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

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

The Contract offers you the accumulation of Contract 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 purchase payments to the Separate Account, the Guarantee
Account, or both. Each Subaccount of the Separate Account invests in shares of
the Funds. We list the Funds, and their currently available portfolios, below.

FIDELITY VARIABLE INSURANCE PRODUCTS FUND
VIP Equity Income Portfolio, VIP Growth Portfolio

FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
VIP Contrafund Portfolio

FIDELITY VARIABLE INSURANCE PRODUCTS FUND III
VIP Growth & Income Portfolio, VIP Mid Cap Portfolio

GE INVESTMENTS FUNDS
Money Market Fund, Premier Growth Equity Fund, U.S. Equity Fund, Value
Equity Fund, S&P 500 Index Fund

JANUS ASPEN SERIES
Aggressive Growth Portfolio, Balanced Portfolio, Capital Appreciation
Portfolio, Global Life Sciences Portfolio, Global Technology Portfolio,
Growth Portfolio, International Growth Portfolio, Worldwide Growth
Portfolio

OPPENHEIMER VARIABLE ACCOUNT FUNDS
Global Securities Fund/VA, Main Street Growth & Income Fund/VA

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

Except for amounts in the General Account, both the value of a Contract before
the Annuity Commencement 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 CONTRACT IS NOT A DEPOSIT OF A BANK AND IS NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY GOVERNMENT
AGENCY.

<PAGE>

This Prospectus gives details about the Separate Account 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 _____________ ___, 2000,
concerning the Separate Account 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 ______________ ___, 2000

2
<PAGE>

TABLE OF CONTENTS

Definitions................................................................4
Expense Table..............................................................5
Synopsis..................................................................12
Investment Results........................................................14
Financial Statements......................................................14
GE Life and Annuity Assurance Company.....................................14
The Separate Account......................................................15
The Guarantee Account.....................................................20
Charges and Other Deductions..............................................21
The Contract..............................................................25
Transfers.................................................................27
Surrenders and Withdrawals................................................31
The Death Benefit.........................................................33
Income Payments...........................................................37
Federal Tax Matters.......................................................40
Voting Rights.............................................................47
Requesting Payments.......................................................48
Distribution of the Contracts.............................................48
Additional Information....................................................49
Condensed Financial Information...........................................50
Table of Contents for Statement of Additional Information.................51

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 Contract works, we have had to use certain terms that have
special meanings. We define these terms below.

ACCOUNT OR SEPARATE ACCOUNT -- GE Life & Annuity Separate Account 4, a separate
investment account we established to receive and invest the purchase payments
you make under the Contract, and other variable annuity contracts we issue.

ACCUMULATION UNIT -- An accounting unit of measure we use in calculating the
Contract Value in the Account before the Annuity Commencement Date.

ANNUITANT/JOINT ANNUITANT -- The Annuitant is the person(s) named in the
Contract upon whose age and, where appropriate, gender, we determine monthly
income benefits.

ANNUITY COMMENCEMENT DATE -- The date stated in the Contract on which your
income payments will commence, if any Annuitant is living on that date.

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

CONTRACT DATE -- The date we issue your Contract and your Contract becomes
effective. Your Contract Date is shown in your Contract. We use it to determine
contract years and anniversaries.

CONTRACT VALUE -- The value of the Contract equal to the amount allocated to the
Subaccounts of the Account and the Guarantee Account.

DEATH BENEFIT -- The benefit provided under a Contract upon the death of any
Annuitant before the Annuity Commencement Date.

DESIGNATED BENEFICIARY(IES) -- The person(s) designated in the Contract who is
alive (or in existence for non-natural entities) on the date of any Annuitant's
death and who we will treat as the sole owner of the Contract following such a
death.

FUND -- Any open-end management investment company or any unit investment trust
in which a Subaccount 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 the Separate
Account.

OWNER -- The person or persons (in the case of Joint Owners) entitled to receive
income payments after the Annuity Commencement Date. During the lifetime of the
Annuitant, the Owner also is entitled to the ownership rights stated in the
Contract and is shown on the Contract data pages and in any application. "You"
or "your" refers to the Owner or Joint Owners.

4
<PAGE>

SUBACCOUNT -- A subdivision of the Separate Account, each of which invests
exclusively in shares of a designated portfolio of one of the Funds. All
Subaccounts may not be available in all states or in all markets.

SURRENDER VALUE -- The Contract Value (after deduction of any applicable
optional benefit charges and annual contract charge) less any applicable
surrender charge and any applicable premium tax charge.

VALUATION DAY -- For each Subaccount, each day on which the New York Stock
Exchange is open for regular trading except for days that the Subaccount's
corresponding Fund does not value its shares.

VALUATION PERIOD -- The period between the close of regular business on a
Valuation Day and the close of regular business on the next succeeding Valuation
Day.

- --------------------------------------------------------------------------------
EXPENSE TABLE
- --------------------------------------------------------------------------------

This table describes the various costs and expenses that you will pay (either
directly or indirectly) if you purchase the Contract. The table reflects
expenses both of Subaccounts of the Account 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 $10 transfer charge, although we do not
currently do so.

OWNER TRANSACTION EXPENSES:

The maximum surrender charge (as a percentage of each purchase payment
surrendered/withdrawn): 6%

We reduce the surrender charge percentage over time. In general, the later you
surrender or withdraw a purchase payment, the lower the surrender
charge will be on that purchase payment.

(Note: During each contract year, up to 10% of purchase payments plus any gain
may be withdrawn without the imposition of the surrender charge. SEE
Surrender Charge.)

5
<PAGE>
Annual Expenses (as a percentage of Contract Value):
<TABLE>
<CAPTION>
Annuitant &
Joint Annuitant Either Annuitant
Age 70 or Less at Issue Above Age 70 at Issue
----------------------- ---------------------

<S> <C> <C>
Maximum Mortality and Expense Risk Charge 1.35% 1.55%
Maximum Administrative Expense Charge .15% .15%
------------------------------------- ------ ------

Total Maximum Annual Expenses 1.50% 1.70%
</TABLE>

OTHER ANNUAL EXPENSES:

Annual Contract Charge $30 *

Maximum Optional Death Benefit Charge (annual rate as a percentage of
Contract Value) .25%**

* We do not assess this charge if your Contract Value at the time the
charge is due is more than $40,000.
** If the Optional Death Benefit applies.

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):

Expense to be added by pre-effective amendment.

<PAGE>

<TABLE>
<CAPTION>
Management Fees Other Expenses (after Total
(after fee waiver, as reimbursement, as Annual
applicable) 12b-1 Fees applicable) Expenses
----------- ---------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
PORTFOLIO
FIDELITY VARIABLE INSURANCE PRODUCTS FUNDS
VIP Equity Income Portfolio
VIP Growth Portfolio
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
VIP II Contrafund Portfolio
FIDELITY VARIABLE INSURANCE PRODUCTS FUND III
VIP III Growth & Income Portfolio
VIP III Mid Cap Portfolio
GE INVESTMENTS FUND
Money Market Fund
Premier Growth Equity Fund
U.S. Equity Fund
Value Equity Fund
S& P 500 Index Fund
JANUS ASPEN SERIES
Aggressive Growth Portfolio
Balanced Portfolio
Capital Appreciation Portfolio

6
<PAGE>

Global Life Sciences Portfolio
Global Technology Portfolio
Growth Portfolio
International Growth Portfolio
Worldwide Growth Portfolio
OPPENHEIMER VARIABLE ACCOUNT FUNDS
Global Securities Fund/VA
Main Street Growth & Income Fund/VA
</TABLE>

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

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). The examples assume that the
average Contract Value is above $40,000 so that the $30 annual contract charge
is waived. To the extent the examples reflect charges for the optional Death
Benefit, the examples assume that the maximum charges apply.

* * *

EXAMPLES: A Contract owner would pay the following expense on a $1,000
investment, assuming a 5% annual return on assets and the charges and expenses
reflected in the Expense Table above:

To be added by pre-effective amendment

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

<TABLE>
<CAPTION>
WITHOUT OPTIONAL DEATH BENEFIT RIDER
------------------------------------
<S> <C> <C> <C> <C>
SUBDIVISION INVESTING IN: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------

</TABLE>

7
<PAGE>

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

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

WITHOUT OPTIONAL DEATH BENEFIT RIDER
------------------------------------
<S> <C> <C> <C> <C>
SUBDIVISION INVESTING IN: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------

</TABLE>

8
<PAGE>
<TABLE>
<CAPTION>
WITHOUT OPTIONAL DEATH BENEFIT RIDER
------------------------------------
<S> <C> <C> <C> <C>
SUBDIVISION INVESTING IN: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
</TABLE>

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

3. If you surrender* at the end of the applicable period:
<TABLE>
<CAPTION>

WITH OPTIONAL DEATH BENEFIT RIDER
---------------------------------
<S> <C> <C> <C> <C>
SUBDIVISION INVESTING IN: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
</TABLE>

9
<PAGE>

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

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

WITH OPTIONAL DEATH BENEFIT RIDER
---------------------------------
<S> <C> <C> <C> <C>
SUBDIVISION INVESTING IN: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
</TABLE>

10
<PAGE>

*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. Certain Fund
expenses are shown net of fee waivers and reimbursements. We cannot guarantee
that the fee waivers and reimbursements will continue.

OTHER CONTRACTS

We offer other variable annuity contracts which also may invest in the same
Funds offered under the Contract. These contracts have different charges that
could affect their Subaccounts' performance, and they offer different benefits.

11
<PAGE>
- --------------------------------------------------------------------------------
SYNOPSIS
- --------------------------------------------------------------------------------

WHAT TYPE OF CONTRACT AM I BUYING? The Contract is an individual flexible
premium variable deferred annuity contract. We may issue it as a contract
qualified ("Qualified Contract") under the Internal Revenue Code of 1986, as
amended (the "Code"), or as a contract that is not qualified under the Code
("Non-Qualified Contract"). This Prospectus only provides disclosure about the
Contract. Certain features described in this prospectus may vary from your
Contract. SEE The Contract.

HOW DOES THE CONTRACT WORK? Once we approve your application, we will issue a
Contract to you. During the accumulation period, while you are paying in, you
can use your purchase payments to buy Accumulation Units in the Separate Account
or interests in the Guarantee Account. Should you decide to annuitize (that is,
change your Contract 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 Contract.

WHAT ARE MY VARIABLE INVESTMENT CHOICES? Through its 20 Subaccounts, the Account
uses your purchase payments to purchase shares, at your direction, in one or
more portfolios of the 6 Funds. In turn, each portfolio holds securities
consistent with its own particular investment objective. Amounts you allocate to
the Separate Account will reflect the investment performance of the portfolios
you select. You bear the risk of investment gain or loss. SEE The Separate
Account -- Subaccounts.

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 the Separate
Account subject to certain restrictions. SEE Transfers Before the Annuity
Commencement Date. The Guarantee Account may not be available in all states or
all markets.

WHAT CHARGES ARE ASSOCIATED WITH THIS CONTRACT? Should you withdraw Contract
Value before your purchase payments have been in your Contract 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 Contract. SEE Surrender Charge.

We assess annual charges in the aggregate at an effective annual rate of 1.50%
(1.70% for Contracts where either Annuitant was age 70 or more at issue) against
the daily net asset value of the Separate Account, including that portion of the
account attributable to your purchase payments. These charges consist of .15% as
an administrative expense charge and 1.35% (1.55% where either Annuitant was age
70 or more at issue) as a mortality and expense risk charge. Additionally, we
may impose an annual $30 contract charge. We also charge for the optional Death
Benefit. For a complete discussion of all charges associated with the Contract,
SEE Charges and Other Deductions.

12
<PAGE>

If your state assesses a premium tax with respect to your Contract, then at the
time your Contract incurs the tax (or at such other time as we may choose), we
will deduct those amounts from purchase payments or Contract 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 purchase payments are completely flexible.
SEE The Contract -- Purchase Payments.

HOW WILL MY INCOME PAYMENTS BE CALCULATED? We will pay you a monthly income
beginning on the Annuity Commencement 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 Annuity Commencement Value and other factors. SEE
Income Payments.

WHAT HAPPENS IF AN ANNUITANT DIES BEFORE THE ANNUITY COMMENCEMENT DATE? Before
the Annuity Commencement Date, if any Annuitant dies while the Contract is in
force, we will treat the Designated Beneficiary as the sole Owner of the
Contract, subject to certain distribution rules. We may pay a Death Benefit to
the Designated Beneficiary. You may elect to have your Designated Beneficiary
receive the basic Death Benefit or, for a fee, our optional Death Benefit. SEE
The Death Benefit.

MAY I TRANSFER CONTRACT 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 Subaccount if the transfer will leave a balance of less than
$100. SEE The Contract -- Transfers Before the Annuity Commencement Date and
Income Payments -- Transfers After the Annuity Commencement Date.

MAY I SURRENDER THE CONTRACT OR MAKE A WITHDRAWAL? Yes, subject to Contract
requirements and to restrictions imposed under certain retirement plans.

If you surrender the Contract or make a withdrawal, 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% premature
withdrawal penalty tax. A surrender or a withdrawal may also be subject to
withholding. SEE Federal Tax Matters. A withdrawal may reduce the Death Benefit
by the proportion that the withdrawal (including any applicable surrender
charge) reduces Contract Value. SEE The Death Benefit.

DO I GET A FREE LOOK AT THIS CONTRACT? Yes. You have the right to return the
Contract to us at our Home Office, and have us cancel the Contract within a
certain number of days (usually 10 days from the date you receive the Contract,
but some states require different periods).

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

13
<PAGE>

WHEN ARE MY ALLOCATIONS EFFECTIVE? In states that require us to return your
purchase payments upon exercise of your free look right, we will allocate
amounts you allocated to the Separate Account to the Subaccount that invests in
the Money Market Fund of GE Investments Funds, Inc. (the "Money Market
Subaccount") until we deem the free look period to have expired. SEE Allocation
of Purchase 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.

- --------------------------------------------------------------------------------
INVESTMENT RESULTS
- --------------------------------------------------------------------------------

At times, the Separate Account 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 Fund charges and
expenses, the administrative expense charge, the mortality and expense risk
charge, and the annual contract charge. Total returns do not reflect the
optional Death Benefit charge. They also do not reflect any premium taxes. SEE
the SAI for further information.

- --------------------------------------------------------------------------------
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.

- --------------------------------------------------------------------------------
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 contracts. 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. GE Capital Assurance is an indirect wholly owned
subsidiary of General Electric Capital Corporation ("GE Capital"). GE Financial
Assurance Holdings Inc., a direct wholly owned subsidiary of GE Capital, owns
the remaining stock. 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.

14
<PAGE>

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 Contracts 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.

- --------------------------------------------------------------------------------
THE SEPARATE ACCOUNT
- --------------------------------------------------------------------------------

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

The Separate Account currently has 20 Subaccounts available under the Contract,
but that number may change in the future. Each Subaccount invests exclusively in
shares representing an interest in a separate corresponding portfolio of the
Funds described below. We allocate net purchase payments in accordance with your
instructions among up to ten of the 20 Subaccounts available under the Contract.

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

We registered the Separate Account with the SEC as a unit investment trust under
the Investment Company Act of 1940 ("1940 Act"). The Separate Account 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 the Separate Account by the SEC. You assume the full
investment risk for all amounts you allocate to the Separate Account.

THE PORTFOLIOS

There is a separate Subaccount which corresponds to each portfolio of a Fund
offered in this Contract. You decide the Subaccounts to which you allocate net
purchase 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 a Subaccount to allocate your net purchase payments and Contract
Value, carefully read the prospectus for each Fund, along with this Prospectus.
We summarize the investment objectives of

15
<PAGE>

each portfolio below. There is no assurance that any of the portfolios will meet
these objectives. We do not guarantee any minimum value for the amounts
allocated to the Separate Account. 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.

SUBACCOUNTS

We offer you a choice from among 20 Subaccounts, each of which invests in an
underlying portfolio of one of the Funds. You may allocate purchase payments to
up to ten Subaccounts at any one time.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------
SUBACCOUNTS INVESTMENT OBJECTIVE ADVISER (AND
SUB-ADVISER, AS
APPLICABLE)
- -------------------------------------------------------------------------------------------------------------

FIDELITY VARIABLE INSURANCE PRODUCTS FUND
- -------------------------------------------------------------------------------------------------------------
VIP Equity Income Portfolio Seeks reasonable income and will consider the Fidelity Management
potential for capital appreciation. The fund & Research Company
also seeks a yield, which exceeds the
composite yield on 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 stocks of & Research Company
companies believed to have above-average
growth potential.
- -------------------------------------------------------------------------------------------------------------

FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
- -------------------------------------------------------------------------------------------------------------

VIP Contrafund(TM)Portfolio Seeks long-term capital appreciation by Fidelity Management
investing primarily in common stocks and & Research Company
securities of companies whose value it (subadvised by
believes to have not fully been recognized by Fidelity Management
the public. This fund invests in domestic and & Research (U.K.),
foreign issuers and also invests in "growth" Inc. and Fidelity
stocks or "value" stocks or both. Management &
Research Far East
Inc.)
- -------------------------------------------------------------------------------------------------------------

FIDELITY VARIABLE INSURANCE PRODUCTS FUND III
- -------------------------------------------------------------------------------------------------------------

16
<PAGE>

- -------------------------------------------------------------------------------------------------------------
VIP Growth & Income Portfolio Seeks high total return through a combination Fidelity Management
of current income and capital appreciation by & Research Company
investing a majority of assets in common (subadvised by
stocks with a focus on those that pay current Fidelity Management
dividends and show potential for capital & Research (U.K.),
appreciation Inc. and Fidelity
Management &
Research Far East
Inc.)
- -------------------------------------------------------------------------------------------------------------
VIP Mid-Cap Portfolio Seeks long-term growth of capital investing Fidelity Management
primarily in common stocks and at least 65% of & Research Company
total assets in securities of companies with (subadvised by
medium market capitalizations. Fidelity Management
& Research (U.K.),
Inc. and Fidelity
Management &
Research Far East
Inc.)
- -------------------------------------------------------------------------------------------------------------
GE INVESTMENTS FUNDS, INC,
- -------------------------------------------------------------------------------------------------------------
Money Market Fund Objective of providing highest level of GE Asset Management
current income as is consistent with high Incorporated
liquidity and safety of principal by investing
in various types of good quality money market
securities.
- -------------------------------------------------------------------------------------------------------------
Premier Growth Equity Fund Objective of providing long-term growth of GE Asset Incorporated
capital as well as future (rather than
current) income by investing primarily in
growth-oriented equity securities.
- -------------------------------------------------------------------------------------------------------------
S&P 500 Index Fund(1) Objective of providing capital appreciation GE Asset Management
and accumulation of income that corresponds to Incorporated
the investment return of the Standard & Poor's (Subadvised by State
500 Composite Stock Price Index through Street Global
investment in common stocks comprising the Advisers)
Index.
- -------------------------------------------------------------------------------------------------------------
U.S. Equity Fund Objective of providing long-term growth of GE Asset Management
capital through investments primarily in Incorporated
equity securities of U.S. companies.
- -------------------------------------------------------------------------------------------------------------
Value Equity Fund Objective of providing long term growth of GE Asset
capital by investing primarily in common stock Incorporated
and other equity securities of companies that (Subadvised by NWQ
the investment adviser believes are Investment
undervalued by the marketplace at the time of Management Company)
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
- --------------------------------------
(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 Investment Management
Incorporated. The S&P 500 Index Index Fund is not sponsored, endorsed, sold or
promoted by Standard & Poor's, and Standard and Poor's makes no representation
or warranty, express or implied, regarding the advisability of investing in this
Fund of the Policy.

17
<PAGE>
- -------------------------------------------------------------------------------------------------------------
capitalization and may in the future invest
a majority of its assets in another
capitalization range.
- -------------------------------------------------------------------------------------------------------------

JANUS ASPEN SERIES
- -------------------------------------------------------------------------------------------------------------
Aggressive Growth Portfolio Non-diversified portfolio pursuing long-term Janus Capital
growth of capital. Pursues this objective by Corporation
normally investing at least 50% of its assets
in equity securities issued by medium-sized
companies
- -------------------------------------------------------------------------------------------------------------
Balanced Portfolio Seeks long term growth of capital. Pursues Janus Capital
this objective consistent with the Corporation
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 Portfolio Seeks long-term growth of capital. Pursues Janus Capital
this objective by investing primarily in Corporation
common stocks of companies of any size.
- -------------------------------------------------------------------------------------------------------------
Global Life Sciences Portfolio Invests primarily in equity securities of Janus Capital
U.S. and foreign companies selected for Corporation
their growth potential. Normally invests
at least 65% of its total assets in
securities of companies that the portfolio
manager believes have a life science
orientation.
- -------------------------------------------------------------------------------------------------------------
Global Technology Portfolio Invests primarily in equity securities of U.S. Janus Capital
and foreign companies selected for their Corporation
growth potential Under normal circumstances,
it invests at least 65% of its total assets in
securities of companies that the portfolio
manager believes will benefit significantly
from advances or improvements in technology.
- -------------------------------------------------------------------------------------------------------------
Growth Portfolio Seeks long-term capital growth consistent with Janus Capital
the preservation of capital and pursues its Corporation
objective by investing in common stocks of
companies of any size. Emphasizes larger,
more established issuers.
- -------------------------------------------------------------------------------------------------------------
International Growth Portfolio Seeks long-term growth of capital. Pursues Janus Capital
this objective primarily through investments Corporation
in common stocks of issuers located outside
the United States. The portfolio normally
invests at least 65% of its total assets in
securities of issuers from at least five
different countries, excluding the United
States.
- -------------------------------------------------------------------------------------------------------------
Worldwide Growth Portfolio Seeks long-term capital growth in a manner Janus Capital
consistent with the preservation of capital. Corporation
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
- -------------------------------------------------------------------------------------------------------------

18
<PAGE>
- -------------------------------------------------------------------------------------------------------------
Global Securities Fund/VA Seeks long-term capital appreciation by OppenheimerFunds,
investing a substantial portion of assets in Inc.
securities of foreign issuers, "growth-type"
companies, cyclical industries and special
situations that are considered to have
appreciation possibilities. It invests mainly
in common stocks of U.S. and foreign issuers.
- -------------------------------------------------------------------------------------------------------------
Main Street Growth & Income Fund/VA Seeks high total return, which includes OppenheimerFunds,
growth in the value of its shares as well Inc.
as current. income, from equity and debt
securities. The Fund invests mainly in
common stocks of U.S. companies.
- -------------------------------------------------------------------------------------------------------------
</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 Subaccounts of the Separate Account. We will redeem sufficient
shares of the appropriate portfolios at net asset value to pay Death Benefits,
surrender proceeds, partial withdrawals, to make income payments, or for other
purposes described in the Contract. We automatically reinvest all dividend and
capital gain distributions of the portfolios in shares of the distributing
portfolios at their net 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 contracts. 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 each 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 the Separate Account and other separate accounts. These
percentages differ, and some investment advisers or distributors pay us a
greater percentage than other advisors or distributors. These agreements reflect
administrative services we provide.

CHANGES TO THE SEPARATE ACCOUNT AND THE SUBACCOUNTS

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 the
Separate Account participates. We may substitute shares of other portfolios for
shares already purchased, or to be purchased in the future, under the Contract.
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

19
<PAGE>

the Contract. The new portfolios may have higher fees and charges than the ones
they replaced, and not all portfolios may be available to all classes of
Contracts. No substitution of the shares attributable to your Contract may take
place without prior notice to you and before approval of the SEC, in accordance
with the 1940 Act.

We also reserve the right to establish additional Subaccounts, 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 Subaccounts if, in our sole discretion, marketing, tax, or
investment conditions warrant.

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

- --------------------------------------------------------------------------------
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 our Guarantee Account, nor our General Account is
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 purchase payments and transfer some or
all of your Contract Value to the Guarantee Account. We credit the portion of
the Contract Value allocated to the Guarantee Account with interest (as
described below). Contract Value in the Guarantee Account is subject to some,
but not all, of the charges we assess in connection with the Contract. SEE
Charges and Other Deductions.

Each time you allocate net purchase payments or transfer Contract 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.

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 purchase payments or transfers of Contract Value under the Contracts.
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 GUARANTEE PERIOD
WILL BE AT LEAST THE GUARANTEED INTEREST RATE SHOWN IN YOUR CONTRACT.

20
<PAGE>

We will notify you in writing at least 10 days before the expiration date of any
interest rate guarantee period. At that time, we will tell you about the
currently available guaranteed interest rate that applies to our renewal one
year interest rate guarantee periods. A new one year interest rate guarantee
period will commence automatically unless we receive, before the end of the 30
day period following the expiration of the interest rate guarantee period ("30
day window"), instructions to transfer all or a portion of the remaining amount
to one or more Subaccounts, subject to certain restrictions. (SEE Transfers
Before the Annuity Commencement 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 purchase payments allocated to
a Guarantee Account participating in the Dollar-Cost Averaging Program. (This
may not be available to all classes of Contracts.)

- --------------------------------------------------------------------------------
CHARGES AND OTHER DEDUCTIONS
- --------------------------------------------------------------------------------

All of the charges described in this section apply to Contract Value allocated
to the Separate Account. Contract 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 Contracts. We incur certain costs
and expenses for the distribution and administration of the Contracts and for
providing the benefits payable thereunder. Our administrative services include:

o processing applications for and issuing the Contracts;

o processing purchases and redemptions of portfolio shares as required;

o maintaining records:

o administering annuity payouts;

o furnishing accounting and valuation services (including the calculation
and monitoring of daily Subaccount values);

o reconciling and depositing cash receipts;

o providing Contract confirmations and periodic statements;

o providing toll-free inquiry services; and

o furnishing telephone transaction services.

The risks we assume include:

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

21
<PAGE>

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

o the risk that our costs in providing the services will exceed our
revenues from Contract 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.

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

TRANSACTION EXPENSES

SURRENDER CHARGE

We assess a surrender charge (except as described below) on withdrawals and
surrenders of purchase payments. You pay this charge to compensate us for the
losses we experience on Contract distribution costs.

We calculate the surrender charge separately for each purchase payment. For
purposes of calculating this charge, we assume that you withdraw purchase
payments on a first-in, first-out basis. We deduct the surrender charge
proportionately from the Subaccounts. However, if there is no Contract Value in
the Separate Account, we will deduct the charge from the Guarantee Account. The
charge will be taken first from any six year interest guaranteed periods in
which you have invested and then from the one year interest rate guarantee
periods on a first-in, first-out basis. The surrender charge is as follows:
<TABLE>
<CAPTION>

NUMBER OF FULL AND PARTIALLY SURRENDER CHARGE AS A PERCENTAGE OF
COMPLETED YEARS SINCE WE RECEIVED THE SURRENDERED OR WITHDRAWN
THE PURCHASE PAYMENT PURCHASE PAYMENT
-------------------- ----------------

YEAR PERCENTAGE
---- ----------
<S> <C> <C>
1 6%
2 6%
3 6%
4 6%
5 5%
6 4%
7 or more 0%
</TABLE>

We do not assess the surrender charge on surrenders:

o of amounts representing gain (as defined below);

22
<PAGE>

o of free withdrawal amounts (as defined below); or

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

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

(a) is the Contract Value on the date we receive your withdrawal or
surrender request;

(b) is the total of any withdrawals including surrender charges
previously taken;

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

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

DEDUCTIONS FROM THE SEPARATE ACCOUNT

We deduct from the Separate Account an amount, computed daily, at an annual rate
of 1.50% (1.70% where either Annuitant was above age 70 at the Contract Date) 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 1.35% (1.55% for Contracts where either
Annuitant was above age 70 at the Contract Date). These deductions from the
Separate Account are reflected in your Contract Value.

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

OTHER CHARGES

CHARGES FOR THE OPTIONAL DEATH BENEFIT

We charge you for expenses related to the optional Death Benefit. We deduct
these charges against the Contract Value in the Separate Account at each
anniversary and at surrender or death to compensate us for the increased risks
and expenses associated with providing the optional Death Benefit(s). We will
allocate the annual charge among the Subaccounts in the same proportion that the
Contract's Contract Value in each Subaccount bears to the total Contract Value
in all Subaccounts at the time we make the charge. If the Guarantee Account is
available under the Contract and the Contract Value in the Separate Account is
not sufficient to cover the charge for the optional Death Benefit charge, we
will deduct the charge first from the Contract Value in the Separate Account, if
any, and then from the Guarantee Account. At

23
<PAGE>

surrender, we will charge you a pro-rata portion of the annual charge. The
maximum optional Death Benefit charge is 0.25% times the Contract Value at the
time of deduction.

ANNUAL CONTRACT CHARGE

We will deduct an annual fee of $30 annually from the Contract Value of each
Contract to compensate us for certain administrative expenses incurred in
connection with the Contracts. We will deduct the charge at each Contract
anniversary and at surrender. We will waive this charge if your Contract
Value at the time of deduction is more than $40,000.

We will allocate the annual contract charge among the Subaccounts in the same
proportion that the Contract's Contract Value in each Subaccount bears to the
total Contract Value in all Subaccounts at the time we make the charge. If there
is insufficient Contract Value allocated to the Separate Account, we will deduct
any remaining portion of the charge from the Guarantee Account from the amounts
that have been in the Guarantee Account for the longest period of time.

DEDUCTIONS FOR PREMIUM TAXES

We will deduct charges for any premium tax or other tax levied by any
governmental entity from Contract 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 3.0%.

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 charge for transfers. The transfer
charge will be no greater than cost with no profit to us.

ADDITIONAL INFORMATION

We may reduce or eliminate the administrative expense and surrender charges
described previously for any particular Contract. 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 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 Contract in that Contract.

24
<PAGE>

- --------------------------------------------------------------------------------
THE CONTRACT
- --------------------------------------------------------------------------------

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

PURCHASE OF THE CONTRACT

If you wish to purchase a Contract, 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
Contract. We then send the Contract to you through your sales representative.
SEE Distribution of the Contracts.

If we receive a completed application and all other information necessary for
processing a purchase order, we will apply your initial purchase payment no
later than two business days after we receive the order. While attempting to
finish an incomplete application, we may hold your initial purchase 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 purchase 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 purchase payment within two business
days.

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

OWNERSHIP

As Owner, you have all rights under the Contract, subject to the rights of any
irrevocable beneficiary. According to Virginia law, the assets of the Separate
Account are held for the exclusive benefit of all Owners and their Designated
Beneficiaries. Qualified Contracts 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 Contract. All Owners must together
exercise any ownership rights in this Contract.

PURCHASE PAYMENTS

You may make purchase payments at a frequency and in the amount you select,
subject to certain limitations. You must obtain our approval before you make
total purchase payments for an Annuitant age 79 or younger that exceed
$2,000,000. If any 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 Annuity Commencement Date, the
surrender of the Contract, or the death of the

25
<PAGE>

Owner (or Joint Owner, if applicable), whichever comes first. We reserve the
right to refuse to accept a purchase payment for any lawful reason.

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

VALUATION DAY

We will value Accumulation and Annuity Units once daily as of the close of
regular 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 PURCHASE PAYMENTS

We place net purchase payments into the Separate Account's Subaccounts, 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 purchase
payments to up to ten Subaccounts at any one time. However, in those states
which require that purchase payments be returned during the free look period
(SEE Return Privilege), we will place your initial purchase payments allocated
to the Separate Account in the Money Market Subaccount. You may not make
transfers during this period. At the deemed end of the free look period, if we
allocated any portion of your initial purchase payment to the Money Market
Subaccount, we will transfer the value in the Money Market Subaccount to the
Subaccounts you specified in your application. Solely for the purpose of
processing transfers from the Money Market Subaccount, we will deem the free
look period to end 15 days after the Contract Date. This transfer from the Money
Market Subaccount to the other Subaccounts upon the expiration of the free look
period does not count as a transfer for any other purposes under the Contract.

The percentage of any purchase payment, which you can put into any one
Subaccount or guarantee period, must be a whole percentage and not less than
$100. Upon allocation to the appropriate Subaccounts we convert net purchase
payments into Accumulation Units. We determine the number of Accumulation Units
credited by dividing the amount allocated to each Subaccount by the value of an
Accumulation Unit for that Subaccount on the Valuation Day on which we receive
the additional purchase payment at our Home Office if received before 4:00 p.m.,
New York time. If we receive the additional purchase 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 the
Separate Account and the fees and expenses of the portfolios.

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

26
<PAGE>

VALUATION OF ACCUMULATION UNITS

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

The net investment factor is an index used to measure the investment performance
of a Subaccount from one Valuation Period to the next. The net investment factor
for any Subaccount for any Valuation Period reflects the change in the net asset
value per share of the portfolio held in the Subaccount 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 Subaccount. 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 Subaccount.

- --------------------------------------------------------------------------------
TRANSFERS
- --------------------------------------------------------------------------------

TRANSFERS BEFORE THE ANNUITY COMMENCEMENT DATE

Before the earliest of the surrender of the Contract, payment of any Death
Benefit, and the Annuity Commencement Date, you may transfer all or a portion of
your investment between and among the Subaccounts of the Separate Account and
the Guarantee Account, subject to certain conditions. We process transfers among
the Subaccounts of the Separate Account and between the Subaccounts and the
Guarantee Account as of the end of the Valuation Day that we receive the
transfer request at our Home Office. We may postpone transfers to, from or among
the Subaccounts of the Separate Account, under certain circumstances. SEE
Requesting Payments.

We restrict transfers from any particular allocation of a Guarantee Account to a
Subaccount. 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 Subaccounts. 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 Subaccounts to the Guarantee
Account. We reserve the right to prohibit or limit transfers from a Subaccount
to the Guarantee Account during the six-month period following the transfer of
any amount from the Guarantee Account to any Subaccount.

Currently, there is no other limit on the number of transfers between and among
Subaccounts of the Separate Account and the Guarantee Account; however, we
reserve the right to limit the number of transfers each calendar year to twelve
or one transfer per month or, if it is necessary for the Contract to continue to
be treated as an annuity contract by the Internal Revenue Service, a lower
number. Currently, all transfers under the Contract are free. However, we
reserve the right to assess a maximum fee of $10

27
<PAGE>

per transfer. The minimum transfer amount is $100 or the entire balance in the
Subaccount 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 Subaccount that would be affected by the transfer is unable to
purchase or redeem shares of the Fund in which the Subaccount invests;

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

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

(iv) the transfer would adversely affect any portfolio affected by the
transfer.

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

When thinking about a transfer of Contract 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.

TELEPHONE TRANSACTIONS

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. We will record all telephone transaction requests. We will execute
transfer requests received before the close of regular trading on the New York
Stock Exchange on a 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 Contract Value. Such transfers can disrupt
the orderly management of the portfolios underlying the Contract, 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 Contracts and the management of the Funds share this position.
Therefore, as described in your Contract, we may limit or disallow transfers
made by a third party.

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<PAGE>

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 Subaccount
and/or the Guarantee Account to any combination of other Subaccounts (as long as
the total number of Subaccounts used does not exceed the maximum number allowed
under the Contract). The dollar-cost averaging method of investment is designed
to reduce the risk of making purchases only when the price of 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 a Subaccount or an interest rate
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
Subaccount or the interest rate 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.

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 the 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.

ASSET ALLOCATION

You may select from five asset allocation model portfolios, or you may use a
model as a guide to help you develop your own asset allocation program. The
models are as follows:

Model Investment and Risk Profile
----- ---------------------------

1 Income
2 Enhanced Income
3 Growth & Income
4 Growth
5 Aggressive Growth

If you elect to participate in the asset allocation program, we will
automatically allocate all purchase payments among the Subaccounts indicated by
the model and the portfolios within the model you select. The models do not
include allocation to the Guarantee Account. Although you may use only one model
at a time, you may elect to change your selection as your tolerance for risk,
needs, and/or objectives change. You may use a questionnaire to determine the
model that best meets your risk tolerance and time horizons. Asset allocation
does not guarantee a profit or protect against a loss.

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<PAGE>

Because each Subaccount performs differently over time, your portfolio mix may
vary from its initial allocations. You may elect to have the portfolios
automatically rebalanced under our portfolio rebalancing program, described
below.

From time to time, the allocation percentages among the Subaccounts or even some
of the Subaccounts within a particular model may need to be changed. We will
send you notice that such a change has been made. Unless you elect to
participate in the new allocation model you will remain in your current
designated allocation model. This change will not be made automatically.

There is no additional charge for the asset allocation program. We reserve the
right to discontinue offering this program at any time and for any reason.

PORTFOLIO REBALANCING PROGRAM

Once you have allocated your money among the Subaccounts, the performance of
each Subaccount may cause your allocation to shift. You may instruct us to
automatically rebalance (on a quarterly, semi-annual or annual basis) your
Contract Value among the Subaccounts 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 using portfolio rebalancing, and we do not consider a
portfolio rebalancing transfer a transfer for purposes of assessing a transfer
processing fee or calculating the maximum number of transfers permitted. 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
Subaccounts from portfolio rebalancing. Portfolio rebalancing does not guarantee
a profit or protect against a loss.

GUARANTEE ACCOUNT INTEREST SWEEP PROGRAM

Before the Annuity Commencement Date, you may instruct us to transfer interest
earned on your Contract Value in the Guarantee Account to any combination of
Subaccounts. You must specify:

o the Subaccounts to which we will transfer your Contract Value;
o the frequency of the transfers (either monthly, quarterly,
semi-annually, or annually); and
o the day of each calendar month to make the transfers.

The minimum Guarantee Account Value required to elect this option is $1,000, but
may be reduced at our discretion.

You may participate in the Interest Sweep Program, at the same time you
participate in either the Dollar Cost Averaging Program or the Portfolio
Rebalancing Program. If any Interest Sweep transfer is scheduled for the same
day as a Portfolio Rebalancing transfer, the Interest Sweep transfer will be
processed first.

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<PAGE>

We limit the amount you may transfer from the Guarantee Account to the
Subaccounts for any particular allocation to the Guarantee Account. SEE
Transfers Before the Annuity Commencement Date. We will not process an interest
sweep transfer if that transfer would exceed the amount permitted to be
transferred.

You may cancel your participation in the Interest Sweep Program at any time by
writing our Home Office or by calling our Annuity Customer Service Line. We will
cancel your participation in the program if your Contract Value in the Guarantee
Account is less than $1,000 or such a lower amount as we may determine.

- --------------------------------------------------------------------------------
SURRENDERS AND WITHDRAWALS
- --------------------------------------------------------------------------------

SURRENDERS AND WITHDRAWALS

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

We will not permit a withdrawal that is less than $1,000 or that reduces
Contract Value to less than $5,000. If your withdrawal request would reduce
Contract Value to less than $5,000, we will surrender only that amount of
Contract Value that would reduce the remaining Contract Value to $5,000 and
deduct any surrender charge from the amount you surrendered.

The amount payable on surrender of the Contract is the Surrender Value at the
end of the Valuation Period during which we receive the request. The Surrender
Value equals the Contract Value (after deduction of any contract charge) on the
date we receive a request for surrender less any applicable surrender charge,
and optional Death Benefit charge and less 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 Contract, based on your instructions.

You may indicate, in writing or by calling our Annuity Customer Service Line,
from which Subaccounts or guarantee periods we are to take your withdrawal. If
you do not so specify, we will deduct the amount of the withdrawal first from
the Subaccounts of the Separate Account on a pro-rata basis, in proportion to
the Contract Value in the Separate Account. 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 withdrawal may reduce the Death Benefit by the proportion
that the withdrawal (including any applicable surrender charge) reduced Contract
Value, depending on the amount of the withdrawal and the Death Benefit chosen.
SEE The Death Benefit.

RESTRICTIONS ON DISTRIBUTIONS FROM CERTAIN CONTRACTS

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,

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<PAGE>

(iii) death, or (iv) the participant's attainment of age 70 1/2. Accordingly,
before we distribute any amounts from these Contracts, 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 Contract Date. Your systematic withdrawals in a contract 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 Subaccounts in
which you have an interest. To the extent that your Contract Value in the
Separate Account is not sufficient to accomplish the withdrawal, we will take
any Contract 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:

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

o 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 Contract Value to be less than $5,000. If a
systematic withdrawal would cause the Contract 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.

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 withdrawals 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 contract 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.

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<PAGE>

- --------------------------------------------------------------------------------
THE DEATH BENEFIT
- --------------------------------------------------------------------------------

DEATH BENEFIT AT DEATH OF ANY ANNUITANT BEFORE ANNUITY COMMENCEMENT DATE

If any Annuitant dies before income payments begin, regardless of whether the
Annuitant is also an Owner or Joint Owner of the Contract, the amount of
proceeds available is the Death Benefit. Upon receipt of due proof of an
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.

We offer two Death Benefits -- the basic Death Benefit and the optional Death
Benefit. We automatically provide the basic death to you. The optional Death
Benefit is available to you for an additional charge.

The basic Death Benefit varies based on the age of the Annuitant at issue. If
the Annuitant is, or both the Annuitant and the Joint Annuitant are, age 80 or
younger at issue, the Death Benefit equals the greatest of:

(a) The Contract Value as of the date we receive due proof of death of any
Annuitant;

(b) the sum of (1) minus (2) plus (3), where

(1) is the greatest Contract Value as of any Contract anniversary up
to and including the Contract anniversary next, following or
coincident with the 80th birthday of the older of any Annuitant;

(2) is the Contract Value on the date of death; and

(3) is the Contract Value on the date we receive due proof of death.

(1) is the excess of purchase payments accumulated at 5% per year
and credited as to the Contract anniversary until the 80th
birthday of the of the older of any Annuitant up to a maximum of
200% of purchase payments: only the purchase payments that have
been in the Contract for an entire contract year will be
considered in the calculation;

(2) is the Contract Value on the date of death; and

(3) is the Contract Value on the date we receive due proof of the
death.

Withdrawals reduce the sums calculated under (b) and (c) proportionately by the
same percentage that the withdrawal reduces your Contract Value.

If any Annuitant is older than age 80 at issue, the basic Death Benefit is equal
to the greatest of :

(a) the Contract Value as of the date we receive due proof of death of any
Annuitant;

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<PAGE>

(b) the sum of (1) minus (2) plus (3), where:

(1) is the greatest Contract Value as of any Contract anniversary up
to and including the Contract anniversary next following or
coincident with the 85th birthday of the older of any Annuitant;

(2) is the Contract Value on the date of death; and

(3) is the Contract Value on the date we receive due proof of death;
and

Withdrawals reduce the sum calculated under (b) proportionally by the same
percentage that the withdrawal reduces Contract Value.

Example: Assuming an Owner: (i) purchases a policy for $100,000; (ii) makes no
additional premium payments and no withdrawals; (iii) is not subject to premium
taxes; and (iv) the Annuitant's age is 75 on the Policy Date then:
<TABLE>
<CAPTION>
End of Annuitant's Account Premiums Death
Year Age Value Accumulated @ 5% Benefit
<S> <C> <C> <C> <C> <C>
1 76 $103,000 $105,000 $105,000
2 77 112,000 110,250 112,000
3 78 90,000 115,763 115,763
4 79 135,000 121,551 135,000
5 80 130,000 127,628 135,000
6 81 150,000 127,628 150,000
7 82 125,000 127,628 135,000
8 83 145,000 127,628 145,000
</TABLE>

The purpose of this example is to show how the Death Benefit works based on
purely hypothetical values and is not intended to depict investment performance
of the Contract.

OPTIONAL DEATH BENEFIT

The optional Death Benefit coordinates with the basic Death Benefit and adds an
extra feature. Under the optional Death Benefit, the amount payable at the death
of the Annuitant will be the greater of:

o the basic Death Benefit; or

o the minimum Death Benefit. The minimum Death Benefit is the value
of purchase payments increased with interest at 6% per contract
year up to 200% of purchase payments; only the purchase payments
that have been in the Contract for an entire contract year will be
considered in the calculation.

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<PAGE>

Withdrawals up to 6% of purchase payments per year reduce the minimum Death
Benefit by the same amount that the withdrawal reduces the Contract Value. If
withdrawals greater than 6% of purchase payments are made in the current or any
prior contract year, the minimum Death Benefit will be reduced proportionately
by the same percentage that the withdrawal reduces Contract Value.

You may only elect the optional Death Benefit when you apply for a Contract.
Once elected, the benefit remains in effect while your Contract is in force
until Income Payments begin, or until the Contract anniversary following the
date of receipt of your request to terminate the rider. If your request is
received within 30 days of any Contract anniversary, you may request that the
rider terminate as of that anniversary.

DEATH OF AN OWNER OR JOINT OWNER BEFORE THE ANNUITY COMMENCEMENT DATE

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

o an Owner or Joint Owner, or

o the Annuitant or Joint 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 Contract upon death.

DESIGNATED BENEFICIARY: At the death of any Owner (or any 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 Contract.
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 Contract is owned by a non-natural entity).

o SPOUSES - If the Designated Beneficiary is the surviving spouse of
the deceased person, we will continue the Contract in force with
the surviving spouse as the new Owner. If the deceased person was
the Annuitant, the surviving spouse will automatically become the
new sole Annuitant. Any Joint Annuitant will be removed from the
Contract. At the death of the

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<PAGE>

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.

o NON-SPOUSES - If the Designated Beneficiary is not the surviving
spouse of the deceased person, this Contract cannot be continued
in force indefinitely. Instead, upon the death of any Owner (or
Annuitant, if any Owner is a non-natural entity), payments must be
made to (or for the benefit of) the Designated Beneficiary under
one to 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 the Designated Beneficiary makes no choice within 30 days following receipt
of due proof of death, we will use payment choice 2 (payment of the entire value
of the Contract 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 purchase
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 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 Contract will terminate upon payment of the
entire Surrender Value. Under payment choice 3, this Contract 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
----------------------------------- -----------------------

Owner or Joint Owner Surrender Value
(who is not the Annuitant)
----------------------------------- -----------------------

Owner or Joint Owner Death Benefit
(who is the Annuitant)
----------------------------------- -----------------------

Annuitant Death Benefit
----------------------------------- -----------------------

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.

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<PAGE>
DEATH OF OWNER, JOINT OWNER, OR ANNUITANT AFTER INCOME PAYMENTS BEGIN

After the Annuity Commencement Date (including after income payments begin), if
an Owner, Joint Owner, Annuitant or Designated Beneficiary dies while the
Contract is in force, payments that are already being made under the Contract
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 Contract.

- --------------------------------------------------------------------------------
INCOME PAYMENTS
- --------------------------------------------------------------------------------

When you apply for a Contract, you may select any Annuity Commencement Date
permitted by law; however, this date can not be any later than the Contract
anniversary following the younger Annuitant's 90th birthday, unless we approve
otherwise. (Please note the following exception: Contracts 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 Annuity
Commencement Date if the Annuitant is still living. We will pay the monthly
income benefit in the form of "Life Income with 10 Years Certain (automatic
payment plan)" variable income payments, using the gender and settlement age of
the Annuitant instead of the payee, unless you make another election. As
described in your Contract, 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 Annuity Commencement Value (that
is, the Surrender Value of your Contract on the date immediately preceding the
Annuity Commencement Date) in one lump sum (in which case we will cancel the
Contract).

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

If you elect fixed income payments, the guaranteed amount payable will be
computed using 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 Subaccounts to which you
allocated Contract 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
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
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<PAGE>

payable at maturity is less than $20, we will pay the Annuity Commencement Value
in a lump sum. Upon making such a payment, we will have no future obligation
under the Contract. 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 Contracts.

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.

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

Before the Annuity Commencement Date, you may change:

o your Annuity Commencement Date to any date at least ten years
after your last purchase payment (however, the Annuity
Commencement Date cannot be a date later than the Contract
anniversary on which the Annuitant reaches age 90, unless we
approve a later date):

o your optional payment plan;

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<PAGE>

o the allocation of your investment among the Subaccounts; and

o the Owner, Joint Owner, primary beneficiary, and contingent
beneficiary 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, if selected, will begin on the date we receive due proof
of the Annuitant's death, on surrender, or on the Contract's Annuity
Commencement 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.

VARIABLE INCOME PAYMENTS

We will determine your variable income payments using:

1. The Annuity Commencement Value;

2. The annuity tables contained in the Contract including the
settlement age table;

3. The optional payment plan selected; and

4. The investment performance of the Subaccounts 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 Subaccounts according to your
instructions; then

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

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

To calculate your first variable income payment, we need to make an assumption
regarding the investment performance of the Subaccounts 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 Subaccounts 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
Subaccounts is greater than 3%, then the dollar amount of your income payments
will increase.

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<PAGE>

TRANSFERS AFTER THE ANNUITY COMMENCEMENT DATE

If we are making variable income payments, the payee may change the Subaccounts
from which we are making the payments three times 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 Contract 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 Subaccounts that would be affected by the
transfer is unable to purchase or redeem shares of the Fund in which the
Subaccount invests or if the transfer would adversely affect Contract Value. If
the number of Annuity Units remaining in a Subaccount after a transfer is less
than 1, we will transfer the remaining balance in addition to the amount
requested for the transfer. We will not transfer into any Subaccount unless the
number of Annuity Units of that Subaccount after the transfer is at least 1.

We do not permit transfers between the Subaccounts and the Guarantee Account
after the Annuity Commencement Date.

- --------------------------------------------------------------------------------
FEDERAL TAX MATTERS
- --------------------------------------------------------------------------------

INTRODUCTION

This part of the Prospectus discusses the Federal income tax treatment of the
Contract. The Federal income tax treatment of the Contract 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 Contract. This discussion also does not
address other Federal tax consequences, or state or local tax consequences,
associated with a Contract. As a result you should always consult a tax advisor
about the application of tax rules to your individual situation.

TAXATION OF NON-QUALIFIED CONTRACTS

This part of the discussion describes some of the Federal income tax rules
applicable to Non-Qualified Contracts. A Non-Qualified Contract is a Contract
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 Contract Value until there is a distribution from the Contract.
However, certain requirements must be satisfied in order for this general rule
to apply, including:

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

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

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

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<PAGE>

o The Contract's Annuity Commencement Date must not occur near the
end of the Annuitant's life expectancy.

This part of the Prospectus discusses each of these requirements.

CONTRACTS NOT OWNED BY AN INDIVIDUAL - NO TAX DEFERRAL AND LOSS OF INTEREST
DEDUCTION: As a general rule, the Code does not treat a Contract that is owned
by an entity (rather than an individual) as an annuity contract for Federal
income tax purposes. The entity owning the Contract pays tax currently on the
excess of the Contract Value over the purchase payments paid for the Contract.
Contracts issued to a corporation or a trust are examples of Contracts where the
Owner pays current tax on the Contract's earnings.

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

In the case of a Contract issued after June 8, 1997 to a taxpayer that is not an
individual, or a Contract held for the benefit of an entity, the entity wil1
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 Contract Value. Entities that are considering purchasing the Contract, or
entities that will benefit from someone else's ownership of a Contract, should
consult a tax advisor.

INVESTMENTS IN THE SEPARATE ACCOUNT MUST BE DIVERSIFIED: For a Contract to be
treated as an annuity contract for Federal income tax purposes, the investments
of a separate account such as the Separate Account must be "adequately
diversified." The IRS has issued regulations that prescribe standards for
determining whether the investments of the Separate Account are adequately
diversified. If the Separate Account fails to comply with these diversification
standards, the Owner could be required to pay tax currently on the excess of the
Contract Value over the purchase payments paid for the Contract.

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
the Separate Account will be considered "adequately diversified."

RESTRICTIONS ON THE EXTENT TO WHICH AN OWNER CAN DIRECT THE INVESTMENT OF
CONTRACT VALUES: Federal income tax law limits the Owner's right to choose
particular investments for the Contract. 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 Contract Values among the portfolios may exceed
those limits. If so, the Owner would be treated as the owner of the assets of
the Separate Account 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 Contracts. We therefore reserve the right to modify the Contract
without the Owners' consent to attempt to prevent the tax law from considering
the Owners as the owners of the assets of the Separate Account.

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<PAGE>

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 Contract begin or are scheduled to begin
on a date past the Annuitant's 90th birthday, it is possible that the tax law
will not treat the Contract as an annuity contract for Federal income tax
purposes. In that event, the Owner would be currently taxable on the excess of
the Contract Value over the purchase payments paid for the Contract.

NO GUARANTEES REGARDING TAX TREATMENT: We make no guarantees regarding the tax
treatment of any Contract or of any transaction involving a Contract. However,
the remainder of this discussion assumes that your Contract 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 Contract Value until there is a
distribution from your Contract.

WITHDRAWALS AND SURRENDERS. A withdrawal occurs when you receive less than the
total amount of the Contract's Surrender Value. In the case of a withdrawal, you
will pay tax on the amount you receive to the extent your Contract Value before
the withdrawal exceeds your "investment in the contract." (This term is
explained below.) This income (and all other income from your Contract) 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 Contract'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 purchase
payments under the Contract, reduced by any amounts you previously received from
the Contract that you did not include in your income.

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

ASSIGNMENTS AND PLEDGES. The Code treats any assignment or pledge (or agreement
to assign or pledge) any portion of your Contract Value as a withdrawal of such
amount or portion.

GIFTING A CONTRACT. If you transfer ownership of your Contract -- without
receiving a payment equal to your Contract's value -- to a person other than
your spouse (or to your former spouse incident to divorce), you will pay tax on
your Contract 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 Contract. However, there is some uncertainty regarding
the tax treatment of systematic withdrawals, and it is possible that additional
amounts could be included in income.

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<PAGE>

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.

Pursuant to IRS regulations, 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 Contract 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 Contract's Annuity Commencement Date.

Before the Contract's Annuity Commencement Date:

o If received under an annuity payout option, Death Benefits are
taxed in the same manner as annuity payouts.

o If not received under an annuity payout option, Death Benefits are
taxed in the same manner as a withdrawal.

After the Contract's Annuity Commencement Date:

o 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.

o 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
Contract 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:

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

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

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

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<PAGE>

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

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

SPECIAL RULES IF YOU OWN MORE THAN ONE CONTRACT. In certain circumstances, you
must combine some or all of the Non-Qualified Contracts 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:

o If you purchase a Contract 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.

o 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:

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

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

QUALIFIED RETIREMENT PLANS

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

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

TYPES OF QUALIFIED CONTRACTS. Some of the different types of Qualified
Contracts include:

o Individual Retirement Contracts and Annuities ("Traditional IRAs")

o Roth IRAs

o Simplified Employee Pensions ("SEP's")

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

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

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

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

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

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

THE DEATH BENEFIT AND QUALIFIED CONTRACTS. 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 Death
Benefit, from being provided under the Contracts when we issue the Contracts as
Traditional IRAs, Roth IRAs or SIMPLE IRA. However, the law is unclear and it is
possible that the presence of the Death Benefit under a Contract 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 plans, such as in connection with a 403(b) plan. Even if the
Death Benefit under the Contract 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 CONTRACTS COMPARED WITH NON-QUALIFIED CONTRACTS. Although
some of the Federal income tax rules are the same for both Qualified and
Non-Qualified Contracts, many of the rules are different. For example:

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

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

o The Code does not allow a deduction for purchase payments made for
Non-Qualified Contracts, but sometimes allows a deduction or
exclusion from income for purchase payments made to a Qualified
Contract.

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<PAGE>

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

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

o Under most qualified plans, E.G., 403(b) plans and Traditional
IRAs, the Owner must begin receiving payments from the Contract 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 CONTRACTS. AMOUNTS ARE GENERALLY SUBJECT TO
INCOME TAX. Federal income tax rules generally include distributions from a
Qualified Contract in your income as ordinary income. Purchase payments that are
deductible or excludible from income do not create "investment in the contract."
Thus, under many Qualified Contracts 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 CONTRACT:
For example, failure to comply with the minimum distribution rules applicable to
certain qualified 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
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 Contract 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
Contract 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:

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

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

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

o 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 plans. However, the specific
requirements of the exception may vary.

MOVING MONEY FROM ONE QUALIFIED CONTRACT OR QUALIFIED PLAN TO ANOTHER. ROLLOVERS
AND TRANSFERS: In many circumstances you may move money between Qualified
Contracts and qualified 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

46
<PAGE>

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 Contract
or plan and another Qualified Contract 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 Contracts 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 Contracts 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 Contract 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 the Separate Account. We do not anticipate that we
will incur any Federal income tax liability on the income and gains earned by
the Separate Account. The Company, therefore, does not impose a charge for
Federal income taxes. If Federal income tax law changes and we must pay tax on
some or all of the income and gains earned by the Separate Account, we may
impose a charge against the Separate Account to pay the taxes.

CHANGES IN THE LAW

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.

- --------------------------------------------------------------------------------
VOTING RIGHTS
- --------------------------------------------------------------------------------

As required by law, we will vote the portfolio shares held in the Separate
Account at meetings of the shareholders of the Funds. The voting will be done
according to the instructions of Owners who have interests in any Subaccounts
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 a Subaccount to the total number of votes
attributable to the Subaccount. In determining the number of votes, we will
recognize fractional shares.

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<PAGE>

We will vote portfolio shares of a class held in a Subaccount for which we
received no timely instructions in proportion to the voting instructions which
we received for all Contracts participating in that Subaccount. 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 a Subaccount 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 The Separate Account - Subaccounts.

- --------------------------------------------------------------------------------
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, withdrawal, 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 date our Home Office
receives all such requirements.

We may delay making a payment, applying Contract Value to a payment plan, or
processing a transfer request if: (1) the disposal or valuation of the Separate
Account'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 Contract.

- --------------------------------------------------------------------------------
DISTRIBUTION OF THE CONTRACTS
- --------------------------------------------------------------------------------

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 Contracts. 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 independent and affiliated
broker-dealers will sell the Contracts. These broker-dealers have selling
agreements with Capital Brokerage and have been licensed by state insurance
departments to represent us. One of these affiliated broker-dealers is Terra
Securities Corporation.

Properly licensed registered representatives of Capital Brokerage will also sell
the Contracts. 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 Contracts in
all states where we are licensed to do business.

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<PAGE>

COMMISSIONS

We pay sales commissions and other expenses associated with the promotion and
sales of the Contracts to broker/dealers. Broker/dealers may receive aggregate
commissions of up to 6.00% of your aggregate purchase payments.

Under certain circumstances and in exchange for lower initial commissions,
certain sellers of the Contracts 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 a Contract, and Contract Values. A trail
commission is not anticipated to exceed 1.00% on an annual basis, of the
Contract 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.

- --------------------------------------------------------------------------------
ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------

OWNER QUESTIONS

The obligations to Owners under the Contracts 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 Contract, 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 Contract, it will be void. Unless state law requires that we return
your purchase payments, the amount of the refund you receive will equal the
Contract Value less any adjustments required by applicable law or regulation on
the date we receive the Contract, but ,without reduction for any surrender
charge. If state law requires that we return your purchase payments, the amount
of the refund will equal the greater of (1) the Contract Value without any
surrender charges, (excluding any charges the portfolios may have deducted), and
(2) the purchase payments made less any withdrawals you previously made. In
certain states, you may have more than 10 days to return the Contract for a
refund.

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.

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.

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RECORDS AND REPORTS

As presently required by the 1940 Act and applicable regulations, we are
responsible for maintaining all records and accounts relating to the Separate
Account. At least once each year, we will send you a report showing information
about your Contract for the period covered by the report. The report will show
the Contract Value in each Subaccount. The report also will show purchase
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 Subaccount to
which you have allocated Contract Value, as required by the 1940 Act. In
addition, when you make purchase payments, transfers, or withdrawals, 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 Contracts being offered here. This Prospectus does not
contain all the information in the Registration Statement, its amendments and
exhibits. Please refer to the Registration Statement for further information
about the Separate Account, the Company, and the Contracts offered. Statements
in this Prospectus about the content of Contracts and other legal instruments
are summaries. For the complete text of those Contracts 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 the Separate Account.

- --------------------------------------------------------------------------------
CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------

The Accumulation Unit Values and the number of Accumulation Units outstanding
for each Subaccount from the date of inception are shown in the following
tables. The number of Accumulation Units combines the units outstanding for the
variable annuity contracts issued by GE Life & Annuity through the Subaccount.
The Subaccounts that deduct a separate account annual expense of 1.50% and 1.70%
have not yet commenced operations. Therefore, there is no history of
accumulation unit values for these subaccounts.

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STATEMENT OF ADDITIONAL INFORMATION

TABLE OF CONTENTS

The Contracts
Transfer of Annuity Units
Net Investment Factor
Termination of Participation Agreements
Calculation of Performance Data
Money Market Subaccounts
Other Subaccounts
Federal Tax Matters
Taxation of GE Life & Annuity
IRS Required Distributions
General Provisions
Using the Contracts as Collateral
The Beneficiary
Non-Participating
Misstatement of Age or Gender
Incontestability
Statement of Values
Written Notice
Distribution of the Contracts
Legal Developments Regarding Employment-Related Benefit Plans
Legal Matters
Experts

Dated __________ ___, 2000
GE Life and Annuity Company
6610 West Broad Street
Richmond, Virginia 23230

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<PAGE>

A Statement of Additional Information containing more detailed information about
the Contract and the Separate Account 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 the Separate
Account, Contract Form P1154 4/00 to:

Name:__________________________________________________________________________

Address:_______________________________________________________________________
Street

_______________________________________________________________________
City State Zip

Signature of Requestor:________________________________________________________
Date

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PART B

GE LIFE AND ANNUITY ASSURANCE COMPANY
SEPARATE ACCOUNT 4

STATEMENT OF ADDITIONAL INFORMATION
FOR THE
FLEXIBLE PREMIUM VARIABLE DEFERRED ANNUITY CONTRACT
FORM P1154 4/00

OFFERED BY
GE LIFE AND ANNUITY ASSURANCE COMPANY
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 Contract offered by GE Life and Annuity Assurance Company. You may
obtain a copy of the Prospectus dated ___________ by calling (800) 352-9910, or
by writing to GE Life and Annuity Assurance Company, 6610 W. Broad Street,
Richmond, Virginia 23230. The Prospectus is also available on the SEC's website
at http://www.sec.gov. Terms used in the current Prospectus for the Contract 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 CONTRACT AND THE FUNDS.

Dated _____________

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS

Page

The Contract
Transfer of Annuity Units............................................1
Net Investment Factor................................................1

Termination of Participation Agreements...................................1

Calculation of Performance Data...........................................2
Money Market Subaccount..............................................2
Other Subaccounts....................................................3

Federal Tax Matters..................................................6
Taxation of GE Life & Annuity........................................6
IRS Required Distributions...........................................7

General Provisions........................................................8
Using the Contract as Collateral.....................................8
The Beneficiary......................................................8
Non-Participating....................................................8
Misstatement of Age or Gender........................................8
Incontestability.....................................................8
Statement of Values..................................................8
Written Notice.......................................................8

Distribution of the Contract..............................................9

Legal Developments Regarding Employment-Related Benefit Plans.............9

Legal Matters.............................................................9

Experts...................................................................9

Financial Statements.....................................................10

<PAGE>

THE CONTRACTS

TRANSFER OF ANNUITY UNITS

At your request, Annuity Units may be transferred three times per calendar year
from the Subaccounts in which they are currently held. 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 Subaccount desired to be transferred; (b) is the
Annuity Unit Value for the Subaccount in which the Annuity Units are currently
held; and (c) is the Annuity Unit Value for the Subaccount to which the transfer
is made. 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 Subaccounts).

NET INVESTMENT FACTOR

The net investment factor measures investment performance of the Subaccounts
during a Valuation Period. Each Subaccount has its own net investment factor.
The net investment factor of a Subaccount available under a Contract for a
Valuation Period is (a) divided by (b) minus (c) where:

(a) is the result of:

(1) the value of the net assets of that Subaccount 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 Subaccount 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 Subaccount for taxes; this includes
any amount we set aside during the Valuation Period as a provision for
taxes attributable to the operation or maintenance of that
Subdivision; and

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

(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
Contract.

We will value their assets at 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
Separate Account contain varying provisions regarding termination. The following
summarizes those provisions:

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.

JANUS ASPEN SERIES.
This agreement may be terminated by the parties on six months' advance
written notice.

OPPENHEIMER VARIABLE ACCOUNT FUNDS.
This agreement may be terminated by the parties on six months' advance
written notice.

SAI-1
<PAGE>

VARIABLE INSURANCE PRODUCTS FUND, VARIABLE INSURANCE PRODUCTS FUND II,
AND VARIABLE INSURANCE PRODUCTS FUND III ("THE FUND")
These agreements provide for termination (1) on one year's advance
notice by either party, (2) at 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, 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.

CALCULATION OF PERFORMANCE DATA

From time to time, we may disclose total return, yield, and other performance
data for the Subaccount pertaining to the Contracts. 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
Contract. Premium taxes currently range generally from 0% to 3% of purchase
payments and are generally based on the rules of the state in which you reside.

MONEY MARKET SUBACCOUNT

From time to time, advertisements and sales literature may quote the yield of
one or more of the Money Market Subaccounts 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 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 Contract having a balance of one unit in that Money Market
Subaccount at the beginning of the period, dividing such net change in account
value by the value of the account at the beginning of the period to determine
the base period return, and annualizing the result on a 365-day basis. The net
change in account value reflects: 1) net income from the investment portfolio
attributable to the hypothetical account; and 2) charges and deductions imposed
under the Contract which are attributable to the hypothetical account. The
charges and deductions include the per unit charges for the annual contract
charge, administrative expense charge, and the mortality and expense risk charge
(combined percentage of 1.50% of Contract Value). The annual expense charge is
only deducted if Contract Value at the time of deduction is $40,000 or less. We
assume for the purposes of the yield calculation that this charge will be
waived. Current Yield will be calculated according to the following formula:

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

where:

SAI-2
<PAGE>

income) for the seven-day period attributable to a hypothetical account
having a balance of one Subaccount 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 Subaccount 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 Subaccount 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 Subaccount 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 Subaccount's actual yield is affected by changes in interest rates on
money market securities, average portfolio maturity of the Subaccount's
corresponding money market portfolio, the types and quality of portfolio
securities held by that portfolio, and that investment portfolio's operating
expenses. Because of the charges and deductions imposed under the Contract, the
yield for a Money Market Subaccount will be lower than the yield for its
corresponding money market investment portfolio.

Yields calculated for the underlying GE Investments Money Market Fund are less
the administrative charge and the mortality and expense risk charge (combined
percentage of 1.50% of Contract Value). The annual expense charge is only
deducted if Contract Value at the time of deduction is $40,000 or less. We
assume for the purposes of the yield calculation that this charge will be
waived. Yield calculations for the GE Investments Money Market Fund as of
December 31, 1999 are as follows:

Current ____% ***
Effective ____% ***

PAST PERFORMANCE IS NOT A GUARANTEE OF FUTURE RESULTS.

OTHER SUBACCOUNTS

TOTAL RETURN. Sales literature or advertisements may quote total return,
including average annual total return for one or more of the Subaccounts for
various periods of time including 1 year, 3 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 Contract to the redemption value of that investment

SAI-3
<PAGE>

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 began before the Contract was available, performance data will
be based on the performance of the underlying portfolios, adjusted for the level
of the Separate Account and Contract charges currently in effect for this
Contract. Average annual total return will be calculated using Subaccount unit
values and deductions for the annual contract charge, and the surrender charge
as described below:

1. We calculate unit value for each Valuation Period based on the
performance of the Subaccount's underlying investment portfolio (after
deductions for portfolio expenses, the administrative expense charge
and the mortality and expense risk charge (combined percentage of 1.50%
of Contract Value)).

2. The annual contract charge is $30 deducted at the beginning of each
Contract Year and is waived if the Contract Value is at least $40,000
at the time the charge is due. For purposes of this calculation we
assume that the charge is waived.

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

4. Total return does not consider the optional death benefit charge, and
does not reflect the deduction of any premium taxes.

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

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

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).

Standard performance for the Subaccounts is as follows:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
For the For the For the For the From the Date of
1-year 3-year 5-year 10-year Inception in Subaccount's
period period period period Subaccount Inception*
ended ended ended ended to 12/31/99
12/31/99 12/31/99 12/31/99 12/31/99
- ----------------------------------------------------------------------------------------------------------------------------------
FIDELITY VARIABLE INSURANCE PRODUCTS FUND
Equity Income Portfolio
Growth Portfolio
- ----------------------------------------------------------------------------------------------------------------------------------

SAI-4
<PAGE>
- ----------------------------------------------------------------------------------------------------------------------------------
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
Contrafund(TM) Portfolio
FIDELITY VARIABLE INSURANCE PRODUCTS FUND III
Growth & Income Portfolio
Mid Cap Portfolio
GE INVESTMENTS FUNDS
Money Market Fund
Premier Growth Equity Fund
S&P 500 Index Fund
U.S. Equity Fund
Value Equity Fund
JANUS ASPEN SERIES SERVICE SHARES
Aggressive Growth Portfolio
Balanced Portfolio
Capital Appreciation Portfolio
Global Life Sciences Portfolio
Global Technology Portfolio
Growth Portfolio
International Growth Portfolio
Worldwide Growth Portfolio
OPPENHEIMER VARIABLE ACCOUNT FUNDS
Global Securities Fund
Main Street Growth & Income Fund
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

* Subaccount Inception Date - Date on which a particular fund 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 fund was first available in this product.

Not all of the Subaccounts have commenced operations as of the date of the
Prospectus; therefore, standard performance data for all of the Subaccounts is
not available. Some of the portfolios that underlie certain of the Subaccounts
have not been in operation for one year. For these Subaccounts, no performance
will be shown.

However, certain of the underlying portfolios have been in operation for a year
or more. For the Subaccounts that invest in these portfolios, non-standard
adjusted historical performance data (reflecting all portfolio expenses, the
administrative expense charge and the mortality and expense risk charge
(combined percentage of 1.50% of Contract Value)) is provided below. No annual
contract charge will be shown because we assume that most contractowners'
Contract Value will be above $40,000.

Non-Standard adjusted historical performance without surrender charge is as
follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------
For the For the For the For the Date of
1-year 3-year 5-year 10-year Fund
period period period period Inception*
ended ended ended ended
12/31/99 12/31/99 12/31/99 12/31/99
- ---------------------------------------------------------------------------------------------------------------
FIDELITY VARIABLE INSURANCE PRODUCTS FUND
Equity Income Portfolio
Growth Portfolio
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
Contrafund(TM) Portfolio
FIDELITY VARIABLE INSURANCE PRODUCTS FUND III
Growth & Income Portfolio
Mid Cap Portfolio
GE INVESTMENTS FUNDS
Money Market Fund
Premier Growth Equity Fund
S&P 500 Index Fund
U.S. Equity Fund
Value Equity Fund
JANUS ASPEN SERIES SERVICE SHARES
Aggressive Growth Portfolio
Balanced Portfolio
Capital Appreciation Portfolio
Global Life Sciences Portfolio
Global Technology Portfolio
Growth Portfolio
International Growth Portfolio
Worldwide Growth Portfolio
OPPENHEIMER VARIABLE ACCOUNT FUNDS
Global Securities Fund
Main Street Growth & Income Fund
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

* Fund Inception Date - Date on which a particular fund was first established in
any variable annuity or variable life product;

SAI-5
<PAGE>

this date may be different from the date the fund was first available in
Separate Account 4.

Returns for period of less than one year are not annualized.

PAST PERFORMANCE IS NOT A GUARANTEE OF FUTURE RESULTS.

The Funds have provided the price information used to calculate the adjusted
historical performance of the Subaccounts. While we have no reason to doubt the
accuracy of the figures provided by the Funds, we have not 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.

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 bale
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 Subaccount performance may also be used in
sales literature. Such quotations will be accompanied by a description of how
they were calculated. We will accompany any non-standard quotations of
Subaccount performance with standard performance quotations.

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
Contracts. (See Federal Tax Matters section of the Prospectus.) Based upon these
expectations, no charge is being made currently to the Separate Account for
Federal income taxes, which may be attributable to the Account. We will
periodically review the question of a charge to the Separate Account 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

SAI-6
<PAGE>
taxes attributable to investment income or capital gains retained as part of the
reserves under the Contracts, the Contract 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). 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 the Separate Account may be
made.

IRS REQUIRED DISTRIBUTIONS

In order to be treated as an annuity contract for Federal income tax purposes,
section 72(s) of the Code requires any Non-Qualified Contract to provide that
(a) if any Owner dies on or after the Annuity Commencement Date but prior to the
time the entire interest in the Contract 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 Annuity Commencement Date, the entire interest in
the Contract 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 Contract 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 Contracts contain provisions which are intended to comply with
the requirements of section 72(s) of the Code, although no regulations
interpreting these requirements have yet been issued. 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 Contracts.

SAI-7
<PAGE>
GENERAL PROVISIONS

USING THE CONTRACTS AS COLLATERAL

A Non-Qualified Contract can be assigned as collateral security. We must be
notified in writing if a Contract 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 Contract 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 Contract 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

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

MISSTATEMENT OF AGE OR GENDER

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

INCONTESTABILITY

We will not contest the Contract.

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 Contract Value, purchase
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 Contract 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.

SAI-8
<PAGE>
DISTRIBUTION OF THE CONTRACTS

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

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
gender. The Contract 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 Contract 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, the Company is 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 to the
issue and sale of the Contract described in this Prospectus. Patricia L. Dysart,
Assistant Vice President and Associate General Counsel of the Company, has
provided advice on certain legal matters pertaining to the Contract, including
the validity of the Contract and the Company's right to issue the Contracts
under Virginia insurance law.

EXPERTS

The consolidated balance sheets of The Life Insurance Company of Virginia, now
known as GE Life and Annuity Assurance Company, and subsidiary as of December
31, 1999, 1998 and 1997, and the related consolidated statements of income and
comprehensive income, shareholders' interest and cash flows for the years then
ended, the nine month period ended December 31, 1996 and the preacquisition
three month period ended March 31, 1996, and the statements of assets and
liabilities of Life of Virginia Separate Account 4, now known as GE Life &
Annuity Separate Account 4, as of December 31, 1999 and the related statements
of operations and changes in net assets for each of the years or lesser periods
in the three year period then ended have been included herein and in the
registration statement in reliance upon the reports of KPMG LLP, independent
certified public accountants, appearing elsewhere herein and upon the authority
of such firm as experts in accounting and auditing.

The report of KPMG LLP dated January 22, 1999 with respect to the consolidated
financial statements of The Life Insurance Company of Virginia, now known as GE
Life and Annuity Assurance Company, and subsidiary, contains an explanatory
paragraph that states that effective April 1, 1996 General Electric Capital
Corporation acquired all of the outstanding stock of The Life Insurance Company
of Virginia in a business combination accounted for as a purchase. As a result
of the acquisition, the consolidated financial information for the periods after
the acquisition is presented on a different cost basis than that for

SAI-9
<PAGE>

the periods before the acquisition and, therefore, is not comparable.

FINANCIAL STATEMENTS

This Statement of Additional Information contains financial statements for the
Company (now known as GE Life and Annuity Assurance Company) as of December 31,
1999, 1998 and 1997 and for each of the years in the three-year period ended
December 31, 1999, as well as, financial statements for Life of Virginia
Separate Account 4 (now known as GE Life & Annuity Separate Account 4) as of
December 31, 1999 and for each of the years or lesser periods in the three year
period then ended.

The consolidated financial statements of The Life Insurance Company of Virginia,
now known as GE Life and Annuity Assurance Company, and subsidiaries included
herein should be distinguished from the financial statements of the Separate
Account and should be considered only as bearing on the ability of the Company
to meet its obligations under the Contracts. Please note that the financial
statements of the Separate Account are not fully representative of the
Subaccounts listed in the prospectus, as the Subaccounts that deduct a separate
account annual expense of 1.50% and 1.70% have not yet commenced operations.

Such consolidated financial statements of The Life Insurance Company of
Virginia, now known as GE Life and Annuity Assurance Company, and subsidiaries
should not be considered as bearing on the investment performance of the assets
held in the Separate Account.

SAI-10
<PAGE>

PART C

OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements
To be added by pre-effective amendment.

(b) Exhibits

(1)(a) Resolution of Board of Directors of Life of Virginia authorizing
the establishment of Separate Account. 12/

(1)(a)(i) Resolution of the Board of Directors of GE Life & Annuity
authorizing the change in name of Life of Virginia Separate
Account 4 to GE Life & Annuity Separate Account 4. 13/

(1)(b) Resolution of Board of Directors of Life of Virginia authorizing
the establishment of additional subaccounts of the Separate
Account, investing in shares of the Asset Manager Portfolio of
the Fidelity Variable Insurance Products Fund II and the
Balanced Portfolio of the Advisers Management Trust. 12/

(1)(c) Resolution of Board of Directors of Life of Virginia authorizing
the establishment of additional subaccounts of the Separate
Account, investing in shares of the Growth Portfolio, the
Aggressive Growth Portfolio, and the Worldwide Growth Portfolio
of the Janus Aspen Series. 12/

(1)(d) Resolution of Board of Directors of Life of Virginia authorizing
the establishment of twenty-two (22) additional subdivisions of
the Separate Account, investing in shares of Money Market
Portfolio, High Income Portfolio, Equity-Income Portfolio,
Growth Portfolio and Overseas Portfolio of the Fidelity Variable
Insurance Products Fund; Asset Manager Portfolio of the Fidelity
Variable Insurance Products Fund II; Money Market Portfolio,
Government Securities Portfolio, Common Stock Index Portfolio,
Total Return Portfolio of the Life of Virginia Series Fund,
Inc.; Limited Maturity Bond Portfolio, Growth Portfolio and
Balanced Portfolio of the Neuberger & Berman Advisers Management
Trust; Growth Portfolio, Aggressive Growth Portfolio, and
Worldwide Growth Portfolio of the Janus Aspen Series; Money
Fund, High Income Fund, Bond Fund, Capital Appreciation Fund,
Growth Fund, Multiple Strategies Fund of the Oppenheimer
Variable Account Funds. 12/

(1)(e) Resolution of Board of Directors of Life of Virginia authorizing
the establishment of two additional subaccounts of the Separate
Account, investing in shares of the Utility Fund and the
Corporate Bond Fund of the Insurance Management Series, and the
Contrafund Portfolio of the Variable Insurance Products Fund II.
10/

(1)(f) Resolution of Board of Directors of Life of Virginia authorizing
the establishment of two additional subaccounts of the Separate
Account, investing in shares of the International Equity
Portfolio and the Real Estate Securities Portfolio of Life of
Virginia Series Fund. 12/

(1)(g) Resolution of Board of Directors of Life of Virginia authorizing
the establishment of four additional subaccounts of the Separate
Account, investing in shares of the American Growth

Part C-1
<PAGE>
Portfolio and the American Small Capitalization Portfolio of The
Alger American Fund, and the Balanced Portfolio and Flexible
Income Portfolio of the Janus Aspen Series. 8/

(1)(h) Resolution of Board of Directors of Life of Virginia authorizing
the establishment of two additional subaccount of the Separate
Account, investing in shares of the Federated American Leaders
Fund II of the Federated Insurance Series, and the International
Growth Portfolio of the Janus Aspen Series.9/

(1)(i) Resolution of Board of Directors of Life of Virginia authorizing
the establishment of twelve additional subaccounts of the
Separate Account, investing in shares of the Growth and Income
Portfolio and Growth opportunities Portfolio of Variable
Insurance Products Fund III; Growth II Portfolio and Large Cap
Growth Portfolio of the PBHG Insurance Series Fund, Inc.; Global
Income Fund and Value Equity Fund of GE Investments Funds, Inc.
11/

(1)(j) Resolution of Board of Directors of Life of Virginia authorizing
the establishment of two additional subaccounts of the Separate
Account, investing in shares of the Capital Appreciation
Portfolio of the Janus Aspen Series. 11/

(1)(k) Resolution of Board of Directors of Life of Virginia authorizing
the establishment of six additional subaccounts of the Separate
Account, investing in shares of the U.S. Equity Fund of the GE
Investments Funds, Inc., Growth and Income Fund of the Goldman
Sachs Variable Insurance Trust Fund and Mid Cap Equity Fund of
Goldman Sachs Variable Insurance Trust. Further a name change
for Oppenheimer Variable Account Fund Capital Appreciation Fund
to Oppenheimer Variable Account Fund Aggressive Growth Fund. 12/

(1)(l) Resolution of Board of Directors of Life of Virginia authorizing
additional Subaccounts of the Separate Account investing in
shares of the Salomon Brothers Variable Investors Fund, Salomon
Brothers Variable Total Return Fund and Salomon Brothers
Variable Strategic Bond Fund of Salomon Brothers Variable Series
Funds, Inc. 12/

(1)(m) Resolution of Directors of Life of Virginia authorizing the
establishment of ninety-six additional subaccounts of the
Separate Account. 15/

(1)(n) Resolution of Board of Directors of GE Life and Annuity
Assurance Company authorizing additional Subaccounts investing
in shares of GE Premier Growth Equity Fund of GE Investments
Funds, Inc.
17/

(1)(o) Resolution of Board of Directors of GE Life and Annuity
Assurance Company authorizing change in name of Subaccounts of
Oppenheimer Variable Account Funds and Mid Cap Value Fund of
Goldman Sachs Variable Insurance Trust. 17/

(1)(p) Resolution of Board of Directors of GE Life and Annuity
Assurance Company authorizing additional subaccounts investing
in shares of AIM V.I. Aggressive Growth Fund, AIM V.I. Capital
Appreciation Fund, AIM V.I. Capital Development Fund, AIM V.I.
Global Utilities Fund, AIM V.I. Government Securities Fund, AIM
V.I. Growth Fund, AIM V.I. Growth & Income Fund, AIM V.I.
Telecommunications Fund and AIM V.I. Value Fund of AIM Variable
Insurance Funds, Inc.; Growth & Income Portfolio, Premier Growth
Portfolio and Quasar Portfolio of Alliance Variable Products
Series Fund; The Dreyfus Socially Responsible Growth Fund, Inc.
of The Dreyfus Corporation; Equity Income Portfolio and Growth
Portfolio of Fidelity Variable Insurance Products Fund;
Contrafund Portfolio of Fidelity Variable Insurance Products
Fund II; Growth & Income Portfolio and Mid Cap Portfolio of
Fidelity Variable
Part C-2
<PAGE>

Insurance Products Fund III; Money Market Fund, Premier Growth
Equity Fund, S&P 500 Index Fund, U.S. Equity Fund, and Value
Equity Fund of GE Asset Management; Aggressive Growth Portfolio,
Balanced Portfolio, Capital Appreciation Portfolio, Equity
Income Portfolio, Global Sciences Portfolio, Global Technology
Portfolio, Growth Portfolio, High Yield Portfolio, International
Growth Portfolio, and Worldwide Growth Portfolio of Janus Aspen
Series; Global Securities Fund/VA and Main Street Growth &
Income Fund/VA of Oppenheimer Variable Account Funds; Foreign
Bond Portfolio, High Yield Bond Portfolio, Long-Term U.S.
Government Bond Portfolio and Total Return Bond Portfolio of
PIMCO Variable Insurance Trust; and OTC Fund of Rydex Variable
Trust. 19/

(2) Not Applicable.

(3)(a) Underwriting Agreement dated December 13, 1997 between The Life
Insurance Company of Virginia and Capital Brokerage Corporation.
12/

(b) Dealer Sales Agreement dated December 12, 1997. 12/

(4)(a) Form of Contract

(i) Contract Form P1154 4/00 19/

(b) Endorsements to Contract.
(i) Terminal Illness Nursing Home Endorsement P5122 10/98 12/
(ii) IRA Endorsement P5090F 7/97 12/
(iii) Roth P5100 6/99 12/
(iv) Optional Death Benefit Rider P5135 4/00 19/

(5)(a) Form of Application. 19/

(6)(a) Certificate of Incorporation of The Life Insurance Company of
Virginia. 12/

(b) By-Laws of The Life Insurance Company of Virginia. 12/

(7) Not Applicable.

(8)(a) Participation Agreement among Variable Insurance Products Fund,
Fidelity Distributors Corporation, and The Life Insurance
Company of Virginia. 12/

(a)(i) Amendment to Participation Agreement Referencing Policy Form
Numbers. 12/

(a)(ii) Amendment to Participation Agreement among Variable Insurance
Products Fund II, Fidelity Distributors Corporation, and The
Life Insurance Company of Virginia. 12/

(a)(iii) Amendment to Participation Agreement among Variable Insurance
Products Fund, Fidelity Distributors Corporation, and The Life
Insurance Company of Virginia. 12/

(b) Agreement between Oppenheimer Variable Account Funds,
Oppenheimer Management Corporation, and The Life Insurance
Company of Virginia. 12/

(b)(i) Amendment to Agreement between Oppenheimer Variable Account
Funds, Oppenheimer Management Corporation, and The Life
Insurance Company of Virginia. 12/

Part C-3
<PAGE>

(c) Participation Agreement among Variable Insurance Products Fund
II, Fidelity Distributors Corporation and The Life Insurance
Company of Virginia. 12/

(d) Participation Agreement between Janus Capital Corporation and
Life of Virginia. 12/

(e) Participation Agreement between Insurance Management Series,
Federated Securities Corporation, and The Life Insurance Company
of Virginia. 12/

(f) Participation Agreement between The Alger American Fund, Fred
Alger and Company, Inc., and The Life Insurance Company of
Virginia. 6/

(f)(i) Amendment to Fund Participation Agreement between The Alger
American Fund, Fred Alger and Company, Inc. and GE Life and
Annuity Assurance Company. 17/

(g) Participation Agreement between Variable Insurance Products Fund
III and The Life Insurance Company of Virginia.8/

(h) Participation Agreement between PBHG Insurance Series Fund, Inc.
and The Life Insurance Company of Virginia.8/

(i) Participation Agreement between Goldman Sach Variable Series
Funds and The Life Insurance Company of Virginia. 12/

(j) Participation Agreement between Salomon Brothers Variable Series
Funds and The Life Insurance Company of Virginia. 14/

(k) Participation Agreement between GE Investments Funds, Inc. and
The Life Insurance Company of Virginia 14/

(k)(1) Amendment to Fund Participation Agreement between GE Investments
Funds, Inc. and GE Life and Annuity Assurance Company. 17/

(9) Opinion and Consent of Counsel. 20/

(10)(a) Consent of Counsel. 20/

(b) Consent of Independent Auditors. 20/

(11) Not Applicable.

(12) Not Applicable.

(13) Schedule showing computation for Performance Data 9/

(14)(a) Power of Attorney dated April 16, 1997 11/

(b) Power of Attorney dated April 15, 1999 17/

Part C-4
<PAGE>

----------------------------------------------
8/ Incorporated herein by reference to post-effective amendment number 3 to
the Registrant's registration statement on Form N-4, File No. 33-76334,
filed with the Securities and Exchange Commission on September 28, 1995.

9/ Incorporated herein by reference to post-effective amendment number 4 to
the Registrant's registration statement on Form N-4, File No. 33-76334,
filed with the Securities and Exchange Commission on April 30, 1996.

10/ Incorporated herein by reference to post-effective amendment number 6 to
the Registrant's registration statement on Form N-4, File No. 33-76334,
filed with the Securities and Exchange Commission on March 24, 1997.

11/ Incorporated herein by reference to post-effective amendment number 7 to
the Registrant's registration statement on Form N-4, File No. 33-76334,
filed with the Securities and Exchange Commission on May 1, 1997

12/ Incorporated herein by reference to post-effective amendment number 9 to
the Registrant's registration statement on Form N-4, File No. 33-76334,
filed with the Securities and Exchange Commission on May 1, 1998

13/ Incorporated herein by reference to post-effective amendment number 11 to
the Registrant's registration statement on Form N-4, File No. 33-76334,
filed with the Securities and Exchange Commission on July 17, 1998.

14/ Incorporated herein by reference to pre-effective amendment number 1 to the
Registrant's registration statement on Form N-4, File No. 333-62695, filed
with the Securities and Exchange Commission on December 18, 1998.

15/ Incorporated herein by reference to pre-effective amendment number 2 to the
Registrant's registration statement on Form N-4, File No. 333-62695, filed
with the Securities and Exchange Commission on January 27, 1999.

16/ Incorporated herein by reference to pre-effective amendment number 1 to the
Registrant's registration statement on Form N-4, File No. 333-63531 filed
with the Securities and Exchange Commission on March 12, 1999.

17/ Incorporated herein by reference to pre-effective amendment number 1 to the
Registrant's registration statement on Form N-4, File No. 33-76334 filed
with the Securities and Exchange Commission on April 30, 1999.

18/ Incorporated herein by reference to the Registrant's registration statement
on Form N-4, File No. 333-96513 filed with the Securities and Exchange
Commission on December 22, 1999.

19/ Filed herewith.

20/ To be filed in pre-effective amendment.

ITEM 25. DIRECTORS AND OFFICERS OF GE LIFE & ANNUITY
<TABLE>
<CAPTION>
<S> <C> <C>
Position and offices
Name Address with Underwriter
- ---- ------- -----------------
Scott A. Curtis GE Financial Assurance President and Chief
</TABLE>

Part C-5
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
6610 W. Broad Street Executive Officer
Richmond, VA 23230
David J. Beck GE Financial Assurance Senior Vice President &
601 Union St., Ste. 5600 Chief Investment Officer
Seattle, WA 98101
Thomas W. Casey GE Financial Assurance Senior Vice President &
6604 W. Broad St. Chief Financial Officer
Richmond, VA 23230
Gary T. Prizzia GE Financial Assurance Treasurer
6604 W. Broad Street
Richmond, VA 23230
Victor C. Moses GE Financial Assurance Senior Vice President
601 Union St., Ste. 5600
Seattle, WA 98101
Geoffrey S. Stiff GE Financial Assurance Senior Vice President
6610 W. Broad St.
Richmond, VA 23230
Marycatherine Yeagley GE Financial Assurance Senior Vice President
601 Union St., Ste. 5600
Seattle, WA 98101
Ward E. Bobitz GE Financial Assurance Vice President &
6604 W. Broad St. Assistant Secretary
Richmond, VA 23230
Brenda Daglish GE Financial Assurance Vice President &
6604 W. Broad St. Assistant Treasurer
Richmond, VA 23230
William E. Daner, Jr. GE Financial Assurance Vice President, Counsel
6610 W. Broad St. & Secretary
Richmond, VA 23230
Stephen N. DeVos GE Financial Assurance Vice President &
6604 W. Broad Street Investment Officer
Richmond, VA 23230
Richard G. Fucci GE Financial Assurance Vice President &
6604 W. Broad Street Controller
Richmond, VA 23230
Scott A. Reeks GE Financial Assurance Vice President &
6630 W. Broad St. Assistant Treasurer
Richmond, VA 23230
</TABLE>

Part C-6
<PAGE>

ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT

ORGANIZATIONAL CHART

__________GENERAL ELECTRIC
| COMPANY
Other Subsidiaries |
(100%)
|
GENERAL ELECTRIC
CAPITAL SERVICES, INC.
|
(100%)
|
GENERAL ELECTRIC
CAPITAL CORPORATION
|
(100%)
|
GE FINANCIAL ASSURANCE______________
HOLDINGS, INC. |
| |
(100%) |
| |
GNA CORPORATION |
| |
(100%) 20%
|
GENERAL ELECTRIC |
CAPITAL ASSURANCE COMPANY |
| |
(80%) |
| _______________|
GE LIFE AND ANNUITY
ASSURANCE COMPANY

ITEM 27. Number of Contractowners

Not applicable.

Part C-7
<PAGE>
ITEM 28. Indemnification

Section 13.1-698 and 13.1-702 of the Code of Virginia, in brief, allow a
corporation to indemnify any person made party to a proceeding because such
person is or was a director, officer, employee, or agent of the corporation,
against liability incurred in the proceeding if: (1) he conducted himself in
good faith; and (2) he believed that (a) in the case of conduct in his official
capacity with the corporation, his conduct was in its best interests; and (b) in
all other cases, his conduct was at least not opposed to the corporation's best
interests and (3) in the case of any criminal proceeding, he had no reasonable
cause to believe his conduct was unlawful. The termination of a proceeding by
judgment, order, settlement or conviction is not, of itself, determinative that
the director, officer, employee, or agent of the corporation did not meet the
standard of conduct described. A corporation may not indemnify a director,
officer, employee, or agent of the corporation in connection with a proceeding
by or in the right of the corporation, in which such person was adjudged liable
to the corporation, or in connection with any other proceeding charging improper
personal benefit to such person, whether or not involving action in his official
capacity, in which such person was adjudged liable on the basis that personal
benefit was improperly received by him. Indemnification permitted under these
sections of the Code of Virginia in connection with a proceeding by or in the
right of the corporation is limited to reasonable expenses incurred in
connection with the proceeding.

Section 5 of the By-Laws of The Life Insurance Company of Virginia further
provides that:

(a) The Corporation shall indemnify each director, officer and employee of
this Company who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative, arbitrative, or investigative (other than an action
by or in the right of the Corporation) by reason of the fact that he is or
was a director, officer or employee of the Corporation, or is or was serving
at the request of the Corporation as a director, officer or employee of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgements [sic], fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in the best interests of the
Corporation, and with respect to any criminal action, had no cause to believe
his conduct unlawful. The termination of any action, suit or proceeding by
judgement [sic], order, settlement, conviction, or upon a plea of nolo
contendere, shall not of itself create a presumption that the person did not
act in good faith, or in a manner opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, believed
his conduct unlawful.

(b) The Corporation shall indemnify each director, officer or employee of the
Corporation who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgement [sic] in its favor by reason of the fact
that he is or was a director, officer or employee of the Corporation, or is
or was serving at the request of the Corporation as a director, officer or
employee of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Corporation and
except that no indemnification shall be made in respect of any claim, issue
or matter as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to the Corporation
unless and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which such
court shall deem proper.

Part C-8
<PAGE>
(c) Any indemnification under subsections (a) and (b) (unless ordered by a
court) shall be made by the Corporation only as authorized in the specific
case upon a determination that indemnification of the director, officer or
employee is proper in the circumstances because he has met the applicable
standard of conduct set forth in subsections (a) and (b). Such determination
shall be made (1) by the Board of Directors of the Corporation by a majority
vote of a quorum consisting of the directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not obtainable, or
even if obtainable, a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (3) by the stockholders of
the Corporation.

(d) Expenses (including attorneys' fees) incurred in defending an action,
suit or proceeding, whether civil, criminal, administrative, arbitrative or
investigative, may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding as authorized in the manner
provided in subsection (c) upon receipt of an undertaking by or on behalf of
the director, officer or employee to repay such amount to the Corporation
unless it shall ultimately be determined that he is entitled to be
indemnified by the Corporation as authorized in this Article.

(e) The Corporation shall have the power to make any other or further
indemnity to any person referred to in this section except an indemnity
against gross negligence or willful misconduct.

(f) Every reference herein to director, officer or employee shall include
every director, officer or employee, or former director, officer or employee
of the Corporation and its subsidiaries and shall enure to the benefit of the
heirs, executors and administrators of such person.

(g) The foregoing rights and indemnification shall not be exclusive of any
other rights and indemnification to which the directors, officers and
employees of the Corporation may be entitled according to law.

* * *

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

ITEM 29. Principal Underwriters

(a) Capital Brokerage Corporation is the principal underwriter of the
Contracts as defined in the Investment Company Act of 1940, and is also the
principal underwriter for flexible premium variable life insurance policies
issued through GE Life & Annuity Separate Accounts I, II, III, 4.

Part C-9
<PAGE>

(b)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Positions and Offices
Name Address with Underwriter
Scott A. Curtis GE Financial Assurance President and Chief
6610 W. Broad St. Executive Officer
Richmond, VA 23230
Charles A. Kaminski GE Financial Assurance Senior Vice President
601 Union St., Ste. 5600
Seattle, WA 98101
Victor C. Moses GE Financial Assurance Senior Vice President
601 Union St., Ste. 5600
Seattle, WA 98101
Geoffrey S. Stiff GE Financial Assurance Senior Vice President
6610 W. Broad Street
Richmond, VA 23230
Mary Catherine Yeagley GE Financial Assurance Senior Vice President
601 Union St., Ste. 5600
Seattle, WA 98101
Jeffrey I. Hugunin GE Financial Assurance Treasurer
6604 W. Broad St.
Richmond, VA 23230
John W. Attey GE Financial Assurance Vice President, Counsel
7125 W. Jefferson Ave., Ste. 200 & Assistant Secretary
Lakewood, CO 80235
Thomas W. Casey GE Financial Assurance Vice President & Chief
6604 W. Broad St. Financial Officer
Richmond, VA 23230
Stephen N. DeVos GE Financial Assurance Vice President &
6604 W. Broad St. Controller
Richmond, VA 23230
Scott A. Reeks GE Financial Assurance Vice President &
6610 W. Broad St. Assistant Treasurer
Richmond, VA 23230
Edward J. Wiles, Jr. GE Financial Assurance Vice President, Counsel
777 Long Ridge Rd., Bldg. "B" & Secretary
Stamford, CT 06927
</TABLE>

ITEM 30. Location of Accounts and Records

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

ITEM 31. Management Services

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

ITEM 32. Undertakings

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

(b) Registrant undertakes that it will include either (1) as part of any
application to purchase a contract offered by the prospectus, a space that an
applicant can check to request a Statement of Additional

Part C-10
<PAGE>

Information, or (2) a post card or similar written communication affixed to
or included in the Prospectus that the applicant can remove to send for a
Statement of Additional Information.

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

STATEMENT PURSUANT TO RULE 6c-7
------------------------------

GE Life & Annuity offers and will offer Contracts to participants in the
Texas Optional Retirement Program. In connection therewith, GE Life & Annuity
and the Separate Account rely on 17 C.F.R. Section 270.6c-7 and represent
that the provisions of paragraphs (a)-(d) of the Rule have been or will be
complied with.

SECTION 403(b) REPRESENTATIONS
------------------------------

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

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

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

Part C-11
<PAGE>

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the registrant, GE Life & Annuity Separate Account 4, and has duly caused
this registration statement to be signed on its behalf by the undersigned
thereunto duly authorized, and its seal to be hereunto affixed and attested, in
the County of Henrico in the Commonwealth of Virginia, on the 25th day of
February, 2000.

GE Life & Annuity Separate Account 4
------------------------------------
(Registrant)

By:/s/ Selwyn L. Flournoy, Jr.
-------------------------------------
Selwyn L. Flournoy, Jr.
Senior Vice President
GE Life and Annuity Assurance Company

GE Life and Annuity Assurance Company
-------------------------------------
(Depositor)

By:/s/ Selwyn L. Flournoy, Jr.
-------------------------------------
Selwyn L. Flournoy, Jr.
Senior Vice President

<PAGE>

As required by the Securities Act of 1933, this amendment to the registration
statement has been signed below by the following persons in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>

<S> <C> <C> <C> <C> <C> <C>
Signature Title Date
- --------- ----- ----

/s/ * Director, Chairman of the Board February 25, 2000
- ---------------------
Michael D. Frazier

/s/ * Director, Chief Operating Officer February 25, 2000
- ---------------------
Pamela S. Schutz

/s/Selwyn L. Flournoy, Jr. Director, Senior Vice President February 25, 2000
- --------------------------
Selwyn L. Flournoy, Jr.

/s/ * Director, Senior Vice President February 25, 2000
- ---------------------
Robert D. Chinn

/s/ * Senior Vice President, February 25, 2000
- --------------------- Chief Financial Officer
Richard P. McKenney

/s/ * Vice President and Controller February 25, 2000
- ---------------------
Kelly Groh

/s/ * Director February 25, 2000
- ---------------------
Victor C. Moses

/s/ * Director February 25, 2000
- ---------------------
Geoffrey S. Stiff
</TABLE>

* By Selwyn L. Flournoy, Jr., pursuant to Power of Attorney executed on
December 17, 1999.

<PAGE>

EXHIBIT LIST

Exhibit (1)(b) Resolution of Board of Directors adding
additional subaccounts

Exhibit (4)(a) Form of Contract P1154 4/00

Exhibit (4)(b)(i) Endorsement to Policy
Optional Death Benefit Rider

Exhibit (5)(a) Form of Application

Exhibit (10)(a) Consent of Counsel

WHEREAS, The Board of Directors of the Company, pursuant to the Provisions of
Section 38.2-3113 of the Code of Virginia, adopted a resolution establishing
Life of Virginia Separate Account 4 ("Separate Account 4") on August 19, 1987;
and

WHEREAS, The Board of Directors of the Company adopted resolutions changing the
name of the company to GE Life and Annuity Assurance Company and the name of the
separate account to GE Life & Annuity Separate Account 4 on January 1, 1999; and

WHEREAS, The Company wishes to establish 74 additional subaccounts/investment
subdivisions of Separate Account 4 which will invest in shares of AIM V.I.
Aggressive Growth Fund, AIM V.I. Capital Appreciation Fund, AIM V.I. Capital
Development Fund, AIM V.I. Global Utilities Fund, AIM V.I. Government Securities
Fund, AIM V.I. Growth Fund, AIM V.I. Growth & Income Fund, AIM V.I.
Telecommunications Fund and AIM V.I. Value Fund of AIM Variable Insurance Funds,
Inc.; Growth & Income Portfolio, Premier Growth Portfolio and Quasar Portfolio
of Alliance Variable Products Series Fund; The Dreyfus Socially Responsible
Growth Fund, Inc. of The Dreyfus Corporation; Equity Income Portfolio and Growth
Portfolio of Fidelity Variable Insurance Products Fund; Contrafund Portfolio of
Fidelity Variable Insurance Products Fund II; Growth & Income Portfolio and Mid
Cap Portfolio of Fidelity Variable Insurance Products Fund III; Money Market
Fund, Premier Growth Equity Fund, S&P 500 Index Fund, U.S. Equity Fund, and
Value Equity Fund of GE Asset Management; Aggressive Growth Portfolio, Balanced
Portfolio, Capital Appreciation Portfolio, Equity-Income Portfolio, Global
Sciences Portfolio, Global Technology Portfolio, Growth Portfolio, High-Yield
Portfolio, International Growth Portfolio, and Worldwide Growth Portfolio of
Janus Aspen Series; Global Securities Fund/VA and Main Street Growth & Income
Fund/VA of Oppenheimer Variable Account Funds; Foreign Bond Portfolio, High
Yield Bond Portfolio, Long-Term U.S. Government Bond Portfolio and Total Return
Bond Portfolio of PIMCO Variable Insurance Trust; and OTC Fund of Rydex Variable
Trust.

NOW, THEREFORE, BE IT RESOLVED, That the Executive Committee of the Board of
Directors of the Company does hereby establish and create 74 additional
subaccounts/investment subdivision of the aforementioned separate account. The
new subdivisions/investment subdivisions shall invest in shares of a single
mutual fund portfolio as set forth below:

<TABLE>
<S> <C>
--------------------------------------------------- ------------------------------------------------------
INVESTMENT SUBDIVISIONS: TO BE INVESTED IN:
--------------------------------------------------- ------------------------------------------------------
AIM VARIABLE INSURANCE FUNDS, INC.
AIM Aggressive Growth - E AIM V.I. Aggressive Growth Fund
AIM Capital Appreciation - E AIM V.I. Capital Appreciation Fund
AIM Capital Appreciation - F AIM V.I. Capital Appreciation Fund
AIM Capital Appreciation - G AIM V.I. Capital Appreciation Fund
AIM Capital Development - E AIM V.I. Capital Development Fund
AIM Global Utilities - E AIM V.I. Global Utilities Fund
AIM Government Securities - E AIM V.I. Government Securities Fund
AIM Growth - F AIM V.I. Growth Fund
AIM Growth - G AIM V.I. Growth Fund
AIM Growth & Income - E AIM V.I. Growth & Income Fund
AIM Telecommunications - E AIM V.I. Telecommunications Fund
AIM Value - F AIM V.I. Value Fund
AIM Value - G AIM V.I. Value Fund

ALLIANCE VARIABLE PRODUCTS SERIES FUND
AVP Growth & Income - F Growth & Income Portfolio
AVP Growth & Income - G Growth & Income Portfolio
AVP Premier Growth - F Premier Growth Portfolio
AVP Premier Growth - G Premier Growth Portfolio
AVP Quasar - F Quasar Portfolio
AVP Quasar - G Quasar Portfolio
</TABLE>
<PAGE>
<TABLE>
<S> <C>
DREYFUS
DRF Socially Responsible Growth - F Dreyfus Socially Responsible Growth Fund
DRF Socially Responsible Growth - G Dreyfus Socially Responsible Growth Fund

FIDELITY VARIABLE INSURANCE PRODUCTS FUND
FID Equity Income - F Equity Income Portfolio
FID Equity Income - G Equity Income Portfolio
FID Growth - F Growth Portfolio
FID Growth - G Growth Portfolio

FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
FID Contrafund - F Contrafund Portfolio
FID Contrafund - G Contrafund Portfolio

FIDELITY VARIABLE INSURANCE PRODUCTS FUND III
FID Growth & Income - F Growth & Income Portfolio
FID Growth & Income - G Growth & Income Portfolior
FID Mid Cap - E Mid Cap Portfolio
FID Mid Cap - F Mid Cap Portfolio
FID Mid Cap - G Mid Cap Portfolio

GE ASSET MANAGEMENT
GEI Money Market - F Money Market Fund
GEI Money Market - G Money Market Fund
GEI Premier Growth Equity - F Premier Growth Equity Fund
GEI Premier Growth Equity - G Premier Growth Equity Fund
GEI S&P 500 Index - F S&P 500 Index Fund
GEI S&P 500 Index - G S&P 500 Index Fund
GEI U.S. Equity - F U.S. Equity Fund
GEI U.S. Equity - G U.S. Equity Fund
GEI Value Equity - F Value Equity Fund
GEI Value Equity - G Value Equity Fund

JANUS ASPEN SERIES
JAN Aggressive Growth - F Aggressive Growth Portfolio
JAN Aggressive Growth - G Aggressive Growth Portfolio
JAN Balanced - F Balanced Portfolio
JAN Balanced - G Balanced Portfolio
JAN Capital Appreciation - F Capital Appreciation Portfolio
JAN Capital Appreciation - G Capital Appreciation Portfolio
JAN Equity-Income - E Equity-Income Portfolio
JAN Global Life Sciences - F Global Life Sciences Portfolio
JAN Global Life Sciences - G Global Life Sciences Portfolio
JAN Global Technology - F Global Technology Portfolio
JAN Global Technology - G Global Technology Portfolio
JAN Growth - F Growth Portfolio
JAN Growth - G Growth Portfolio
JAN High-Yield - E High-Yield Portfolio
JAN International Growth - F International Growth Portfolio
JAN International Growth - G International Growth Portfolio
JAN Worldwide Growth - F Worldwide Growth Portfolio
JAN Worldwide Growth - G Worldwide Growth Portfolio
</TABLE>
<PAGE>
<TABLE>
<S> <C>
OPPENHEIMER VARIABLE ACCOUNT FUNDS
OPP Global Securities/VA - F Global Securities Fund/VA
OPP Global Securities/VA - G Global Securities Fund/VA
OPP Main Street Growth & Income/VA - F Main Street Growth & Income Fund/VA
OPP Main Street Growth & Income/VA - G Main Street Growth & Income Fund/VA

PIMCO VARIABLE INSURANCE TRUST
PIM Foreign Bond - F Foreign Bond Portfolio
PIM Foreign Bond - G Foreign Bond Portfolio
PIM High Yield Bond - F High Yield Bond Portfolio
PIM High Yield Bond - G High Yield Bond Portfolio
PIM Long-Term U.S. Government Bond - F Long-Term U.S. Government Bond Portfolio
PIM Long-Term U.S. Government Bond - G Long-Term U.S. Government Bond Portfolio
PIM Total Return Bond - F Total Return Bond Portfolio
PIM Total Return Bond - G Total Return Bond Portfolio

RYDEX VARIABLE TRUST
RYD OTC - F OTC Fund
RYD OTC - G OTC Fund
--------------------------------------------------- ------------------------------------------------------
</TABLE>

FURTHER RESOLVED, That the President, or any Senior Vice President, and each of
them, with full power to act without the others, are hereby severally authorized
to execute whatever agreement or agreements may be necessary or appropriate to
enable such investments to be made, and the Board of Directors hereby ratifies
of any such officer in executing any such agreement prior to the date of these
resolutions; and

FURTHER RESOLVED, That the President or any Senior Vice President, and each of
them, with full power to act without the others, are hereby severally authorized
to execute and deliver such other documents and do such acts and things as each
or any of them may deem necessary or desirable to carry out the foregoing
resolutions and the intent and purposes thereof.

FURTHER RESOLVED, That this resolution shall take effect as of February 27,
2000.

Exhibit 4(a)(i)

FLEXIBLE PREMIUM VARIABLE
DEFERRED ANNUITY CONTRACT
- --------------------------------------------------------------------------------

To the contractowner:

Please read your Contract carefully. This Contract is a legal contract between
you and the Company. You, the Owner, have benefits and rights described in this
Contract. The Annuitant is named in the Contract. We will make Income Payments
beginning on the Annuity Commencement Date, if the Annuitant is still living on
that date.

THIS CONTRACT'S INCOME PAYMENTS DEPEND ON THE CONTRACT VALUE. CONTRACT VALUE MAY
BE ALLOCATED TO THE SEPARATE ACCOUNT AND THE GUARANTEE ACCOUNT. THE CONTRACT
VALUE IN THE SEPARATE ACCOUNT IS BASED ON THE INVESTMENT EXPERIENCE OF THAT
ACCOUNT, AND MAY INCREASE OR DECREASE DAILY. IT IS NOT GUARANTEED AS TO DOLLAR
AMOUNT. CONTRACT VALUE IN THE GUARANTEE ACCOUNT IS GUARANTEED BY THE COMPANY AS
TO DOLLAR AMOUNT.

RIGHT TO CANCEL. You may return this Contract to our Home Office within 10 days
(20 days in North Dakota) after its delivery for a refund. The amount of the
refund will equal the Contract Value with any adjustments required by applicable
law or regulation.

For GE Life and Annuity Assurance Company

/s/ Pamela S. Schutz /s/ Donita M. King
---------------------- -------------------
PAMELA S. SCHUTZ DONITA M. KING
PRESIDENT SECRETARY

o Flexible Premium Variable Deferred Annuity

o Income Payments begin at Annuity Commencement Date

o No Dividends

o Some benefits reflect investment results

GE LIFE AND ANNUITY
ASSURANCE COMPANY

6610 West Broad Street, Richmond, Virginia 23230
1-800-352-9910
A Stock Company

<PAGE>

CONTRACT DATA

SCHEDULE OF BENEFITS SCHEDULE OF PURCHASE PAYMENTS
AMOUNT PAYABLE
ANNUITY [$5,000.00] INITIAL PURCHASE PAYMENT

INITIAL PURCHASE PAYMENT: [$5,000.00]
MINIMUM ADDITIONAL PURCHASE PAYMENT: [$500.00]
MINIMUM WITHDRAWAL: [$1,000.00 WITH A CONTRACT VALUE AFTER THE WITHDRAWAL
OF NO LESS THAN $5,000.00]
MINIMUM CONTRACT VALUE ALLOWED TO REMAIN IN AN INVESTMENT OPTION AFTER A
TRANSFER FROM INVESTMENT OPTION: [$100.00]

CHARGES:
PREMIUM TAX RATE: [0.00%]
ASSET CHARGE: 1.50% ANNUALLY (.004141% DAILY)]
ANNUAL CONTRACT CHARGE: [$35.00 WAIVED IF CONTRACT
VALUE EXCEEDS $40,000 AT TIME
THE CHARGE IS DUE.]
MAXIMUM TRANSFER CHARGE: [$10.00]
MAXIMUM ANNUAL DEATH BENEFIT CHARGE: [0.25% ANNUALLY (.000686% DAILY)]

OWNER [THE ANNUITANT]

ANNUITANT [JOHN DOE] [MALE] [35] AGE [LAST] BIRTHDAY

CONTRACT NUMBER [0000000]

CONTRACT DATE [APRIL 1, 2000] [APRIL 1, 2055] ANNUITY COMMENCEMENT DATE

PLAN FLEXIBLE PREMIUM VARIABLE DEFERRED ANNUITY
<PAGE>

CONTRACT NUMBER [0000000]

SEPARATE ACCOUNT 4

INVESTMENT OPTIONS

SUBACCOUNTS ARE INVESTED IN
- ----------- ---------------

[GE ASSET MANAGEMENT
GEI MONEY MARKET MONEY MARKET FUND
GEI PREMIER GROWTH EQUITY PREMIER GROWTH EQUITY FUND
GEI U.S. EQUITY U.S. EQUITY FUND
GEI VALUE EQUITY VALUE EQUITY FUND
GEI S&P 500 INDEX * S&P 500 INDEX FUND

JANUS ASPEN SERIES
JAN AGGRESSIVE GROWTH AGGRESSIVE GROWTH PORTFOLIO
JAN BALANCED BALANCED PORTFOLIO
JAN CAPITAL APPRECIATION CAPITAL APPRECIATION PORTFOLIO
JAN GLOBAL TECHNOLOGY GLOBAL TECHNOLOGY PORTFOLIO
JAN GROWTH GROWTH PORTFOLIO
JAN GLOBAL LIFE SCIENCES GLOBAL LIFE SCIENCES PORTFOLIO
JAN WORLDWIDE GROWTH WORLDWIDE GROWTH PORTFOLIO
JAN INTERNATIONAL GROWTH INTERNATIONAL GROWTH PORTFOLIO

FIDELITY VARIABLE INSURANCE PRODUCTS FUND
FID CONTRAFUND CONTRAFUND PORTFOLIO
FID EQUITY INCOME EQUITY INCOME PORTFOLIO
FID GROWTH & INCOME GROWTH & INCOME PORTFOLIO
FID GROWTH GROWTH PORTFOLIO
FID MID CAP MID CAP PORTFOLIO

AIM VARIABLE INSURANCE FUNDS, INC.
AIM CAPITAL APPRECIATION CAPITAL APPRECIATION FUND
AIM GROWTH GROWTH FUND
AIM VALUE VALUE FUND

PIMCO VARIABLE INSURANCE TRUST
PIM FOREIGN BOND FOREIGN BOND PORTFOLIO
PIM LONG TERM
U.S. GOVERNMENT BOND LONG-TERM US GOVERNMENT BOND PORTFOLIO
PIM HIGH YIELD BOND HIGH YIELD BOND PORTFOLIO
PIM TOTAL RETURN BOND TOTAL RETURN BOND PORTFOLIO

CONTINUED
<PAGE>

SUBACCOUNTS ARE INVESTED IN
- ----------- ---------------
ALLIANCE VARIABLE PRODUCTS SERIES FUND
AVP GROWTH & INCOME GROWTH & INCOME PORTFOLIO
AVP PREMIER GROWTH PREMIER GROWTH PORTFOLIO
AVP QUASAR QUASAR PORTFOLIO

OPPENHEIMER VARIABLE ACCOUNT FUNDS
OPP GLOBAL SECURITIES/VA GLOBAL SECURITIES FUND/VA
OPP MAIN STREET GROWTH &
INCOME/VA MAIN STREET GROWTH & INCOME FUND/VA

DREYFUS
DRF SOCIALLY RESPONSIBLE
GROWTH SOCIALLY RESPONSIBLE GROWTH FUND

RYDEX VARIABLE TRUST
RYD OTC ** OTC FUND]

GUARANTEE ACCOUNT
- -----------------

MINIMUM GUARANTEED INTEREST RATE [3%]

YOU MAY ALLOCATE YOUR CONTRACT VALUE TO AS MANY AS [TEN] SUBACCOUNTS IN ADDITION
TO THE GUARANTEE ACCOUNT. YOUR ALLOCATIONS MUST BE IN PERCENTAGES TOTALING 100%.
EACH ALLOCATION PERCENTAGE MUST BE A WHOLE NUMBER AND AT LEAST 1%.

CONSULT YOUR PROSPECTUS FOR INVESTMENT DETAILS.

* "STANDARD & POOR'S," "S&P," "S&P 500," "STANDARD & POOR'S 500," AND "500" ARE
TRADEMARKS OF THE MCGRAW-HILL COMPANIES, INC. AND HAVE BEEN LICENSED FOR USE BY
GE 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 REGARDING THE ADVISABILITY OF INVESTING IN THE FUND.

** THE NASDAQ 100 INDEX[TM] IS AN UNMANAGED INDEX THAT IS A WIDELY RECOGNIZED
INDICATOR OF OTC MARKET PERFORMANCE.

EFFECTIVE [04/01/00}

<PAGE>

CONTRACT NUMBER [0000000]

TABLE OF SURRENDER CHARGES

COMPLETE YEARS SURRENDER CHARGE
SINCE PURCHASE PAYMENT MADE PERCENTAGE

LESS THAN 1 [6]
1 [6]
2 [6]
3 [6]
4 [5]
5 [4]
6 OR MORE [O]

<PAGE>

TABLE OF CONTENTS
------------------------------------------------------------------

Contract Data ................................................. 3
Definitions ................................................... 4
Introduction .................................................. 5
Owner, Annuitant and Beneficiary Provisions.................... 6
Death Provisions............................................... 7
Purchase Payments.............................................. 9
Monthly Income Benefit......................................... 9
Guarantee Account.............................................. 10
Separate Account............................................... 11
Transfers ..................................................... 13
Contract Value Benefits........................................ 14
General Information............................................ 16
Optional Payment Plans......................................... 17
Copies of any application, riders and endorsements follow page 21.

DEFINITIONS
- --------------------------------------------------------------------------------

ACCUMULATION UNIT - Unit of measure used in calculating the Contract Value in
the Separate Account prior to the Annuity Commencement Date.

ANNUITANT / JOINT ANNUITANT - The person(s) named on the contract data pages
whose age and, where appropriate, gender are used in determining the amount of
the monthly income benefits.

ANNUITY COMMENCEMENT DATE - The date stated on the contract data pages, unless
changed after issue, on which Income Payments are scheduled to commence, if the
Annuitant(s) is living on that date.

ANNUITY COMMENCEMENT VALUE - The Surrender Value on the day immediately
preceding the Annuity Commencement Date.

ANNUITY UNIT- Unit of measure used in determining the amount of the second and
each subsequent Variable Income Payment.

ASSUMED INTEREST RATE - Interest rate used in calculating the Variable Income
Payment amounts.

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

CONTRACT - This contract with any attached application and any riders and
endorsements.

CONTRACT DATE - Date the Contract is issued and becomes effective. The Contract
Date is shown on the contract data pages and is used to determine contract years
and anniversaries.

CONTRACT VALUE - The sum of the values allocated to each Investment Option.

DEATH BENEFIT - The benefit provided under the Contract on the death of any
Annuitant prior to the Annuity Commencement Date.

DESIGNATED BENEFICIARY - The person or entity designated in the Contract who on
the date of any Annuitant's death will be treated thereafter as the sole Owner
of the Contract.

FIXED INCOME PAYMENTS - Income Payments that are supported by the General
Account and which do not vary in amount based on the investment experience of
the Separate Account.

FUND - Any open-end management investment company or unit investment trust in
which a Subaccount invests.

GENERAL ACCOUNT - Assets of the Company other than those allocated to the
Separate Account or any other separate account of the Company.

<PAGE>

GUARANTEE ACCOUNT - Amounts allocated under this Contract to be held in our
General Account.

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

INCOME PAYMENT - One of a series of payments made under either the monthly
income benefit or one of the Optional Payment Plans.

INVESTMENT OPTIONS - The Guarantee Account and the Separate Account
Subaccount(s) shown on the contract data pages.

OPTIONAL PAYMENT PLAN - A plan whereby any part of a Death Benefit, Surrender
Value or Annuity Commencement Value can be left with us to provide Income
Payments to a Payee.

OWNER / JOINT OWNERS - The person(s) or entity entitled to receive Income
Payments after the Annuity Commencement Date. The Owner or Joint Owners are also
entitled to the ownership rights stated in the Contract during the lifetime of
the Annuitant(s) and are shown on the contract data pages and in any
application. "You" or "your" refers to the Owner or Joint Owners.

PAYEE - Person or entity who receives Income Payments under an Optional Payment
Plan.

PURCHASE PAYMENT - A payment received by the Company and applied to this
Contract. When used in connection with this Contract, the term "Purchase
Payment" means the same as the term "premium payment".

SEPARATE ACCOUNT - The segregated asset account of the Company shown on the
contract data pages.

SUBACCOUNT - A Subaccount of the Separate Account, the assets of which are
invested exclusively in a corresponding Fund.

SURRENDER VALUE - The Contract Value on the date we receive your written request
for surrender in our Home Office less any premium tax and any applicable
charges. These charges include surrender charge, annual contract charge and any
optional benefit charge.

VALUATION DAY - For each Subaccount, each day on which the New York Stock
Exchange is open for regular trading except for days that the Subaccount's
corresponding Fund does not value its shares.

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

VARIABLE INCOME PAYMENTS - Income Payments that vary in amount from one Income
Payment to the next based on the investment experience of one or more
Subaccounts.

INTRODUCTION
- --------------------------------------------------------------------------------

This is a flexible premium variable deferred annuity contract. The initial
Purchase Payment is due on the Contract Date. Additional Purchase Payments may
be paid at any time before the Annuity Commencement Date. In return for these
Purchase Payments and any application, we provide certain benefits.

The Contract provides a monthly income beginning on the Annuity Commencement
Date. The amount of monthly income will depend on:

o the Annuity Commencement Value;

o the amount of any premium tax;

o the Annuitant(s)'s gender, where appropriate, and settlement age on
the Annuity Commencement Date; and

o the payment plan chosen.

See Optional Payment Plans section for the payout plans available. See
conditions described in the Death Provisions section for details regarding
payment or the continuation of the Contract at the death of any Owner or
Annuitant prior to the Annuity Commencement Date.

<PAGE>

The Contract and Its Parts

This Contract is a legal contract. It is the entire contract between you and us.
An agent cannot change this Contract. Any change to it must be in writing and
approved by us. Only an authorized officer can give our approval. READ THIS
CONTRACT CAREFULLY.

All statements in any application are considered representations and not
warranties.

We reserve the right to amend this Contract as needed to maintain its status as
an annuity under the Internal Revenue Code. If the Contract is amended, we will
send you a copy of the amendment complying with the requirements imposed by the
Internal Revenue Service ("IRS"). This Contract is intended to constitute an
annuity within the meaning of the Internal Revenue Code. Its provisions should
be interpreted consistently with this intent.

OWNER, ANNUITANT AND BENEFICIARY PROVISIONS
- --------------------------------------------------------------------------------

The Owner

You have rights while this Contract is in force. These rights are subject to the
rights of any irrevocable beneficiary and any assignee under an assignment filed
with us.

You may name only your spouse as a Joint Owner. Joint Owners own the Contract
equally with the right of survivorship. Right of survivorship means that if a
Joint Owner dies, his or her interest in the Contract will pass to the surviving
Joint Owner. Disposition of the Contract on death of an Owner is subject to the
Death Provisions.

The Annuitant

The Contract names you or someone else as the Annuitant. You may name a Joint
Annuitant.

The Beneficiary

The primary beneficiary and any contingent beneficiary can be named in any
application for this Contract or by sending a written request to our Home
Office.

Changing the Owner or Beneficiary

During the Annuitant(s)'s life, you can change the Owner(s) and any beneficiary
if you reserved this right. A person named irrevocably may be changed only with
that person's written consent. To make a change, send a written request to our
Home Office. The request and the change must be in a form satisfactory to us.
The change will take effect as of the date you sign the request. The change will
be subject to any transaction we make before we record the change. The
Annuitant(s) cannot be changed.

Using the Contract as Collateral for a Loan

This Contract may be assigned as collateral security for a loan. We must be
notified in writing if you assign the Contract. Any payment we make before we
record the assignment at our Home Office will not be affected. We are not
responsible for the validity of an assignment. Your rights and the rights of a
beneficiary may be affected by an assignment. The basic benefits of the Contract
are assignable. Additional benefits added by any rider may or may not be
available/eligible for assignment.

<PAGE>
7

Trustee

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

DEATH PROVISIONS
- --------------------------------------------------------------------------------

When a Distribution Is Required

In certain circumstances, Federal tax law requires that distributions be made
under this Contract. Except as described below, a distribution is required at
the first death of:

(a) an Owner or Joint Owner; or

(b) the Annuitant or Joint Annuitant if any Owner is a non-natural
entity.

The amount of proceeds available on death and the methods available for
distributing such proceeds are also described in this section.

Designated Beneficiary

At the first death of (a) an Owner or Joint Owner, or (b) the Annuitant or Joint
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
(4) Owner's estate

The Designated Beneficiary will be treated thereafter as the sole Owner of the
Contract and may choose one of the Payment Choices below, subject to the
distribution rules stated below. For purposes of this section, if there is more
than one Designated Beneficiary, each one will be treated separately with
respect to their portion of the Contract.

Distribution Rules When Death Occurs Before Income Payments Begin

If the Designated Beneficiary is the surviving spouse of the deceased person, we
will continue the Contract in force with the surviving spouse as the new Owner.
If the deceased person was an Annuitant, the surviving spouse will automatically
become the new sole Annuitant. Any other surviving Joint Annuitant will be
removed from the Contract. At the death of the surviving spouse, this provision
may not be used again. The provision below regarding If the Designated
Beneficiary is not the surviving spouse must be used instead.

If the Designated Beneficiary is not the surviving spouse of the deceased
person, this Contract cannot be continued in force indefinitely. Instead, after
the date of death:

o No further Purchase Payments will be accepted.

o Payments must be made to, or for the benefit of, the Designated
Beneficiary under one of the payment choices listed below.

o 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.

o If the Designated Beneficiary dies before the entire Surrender Value has
been distributed, we will pay in a lump sum payment any Surrender Value
still remaining to the person named by the Designated Beneficiary or, if
no person is so named, to the Designated Beneficiary's estate.

<PAGE>

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 by withdrawing Contract Value or
surrendering the Contract. At the end of that five year period, we
will pay in a lump sum payment any Surrender Value still remaining;

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

Under payment choices (1) and (2), this Contract will terminate upon payment of
the entire Surrender Value. Under Payment Choice (3), this Contract will
terminate when the Surrender Value is applied to the Optional Payment Plan. Due
proof of death must be provided within 90 days of death.

Proceeds When Death Occurs Before Income Payments Begin

If any Owner dies and that person is someone other than an Annuitant, the amount
of proceeds available is the Surrender Value. We will distribute the Surrender
Value to, or for the benefit of the Designated Beneficiary as described
previously in this section.

If any Annuitant dies, regardless of whether he/she is also an Owner or Joint
Owner, the amount of proceeds available is the Death Benefit. On receipt of due
proof of death, the Surrender Value will equal the Death Benefit and will be
treated in accordance with instructions you provided subject to the distribution
rules and termination of contract provisions described above.

Death Benefit Available at Death of Any Annuitant

Death Benefit if the Annuitant is, or both the Annuitant and Joint Annuitant
are, age 80 or younger at issue: The Death Benefit is equal to the greatest of:

(a) the Contract Value as of the date we receive due proof of death of any
Annuitant;

(b) sum of (1) minus (2) plus (3), where:

(1) is the greatest Contract Value as of any contract anniversary
up to and including the contract anniversary next following or
coincident with the 80th birthday of the older of any Annuitant;

(2) is the Contract Value on the date of death; and

(3) is the Contract Value on the date we receive due proof of the
death; and

(1) is the excess of Purchase Payments accumulated at 5% per year and
credited as of the contract anniversary until the 80th birthday
of the older of any Annuitant up to a maximum of 200% of Purchase
Payments. Only the Purchase Payments that have been in the
Contract for an entire contract year will be considered in this
calculation;

(2) is the Contract Value on the date of death; and

(3) is the Contract Value on the date we receive due proof of the
death.

Withdrawals reduce the sums calculated under (b) and (c) proportionally by the
same percentage that the withdrawal reduces the Contract Value.

Death Benefit if any Annuitant is older than age 80 at issue: The Death Benefit
is equal to the greatest of:

(a) Contract Value as of the date we receive due proof of death of any
Annuitant;

(b) sum of (1) minus (2) plus (3), where:
(1) is the greatest Contract Value as of any contract anniversary up
to and including the contract anniversary next following or
coincident with the 85th birthday of the older of any Annuitant;

(2) is the Contract Value on the date of death; and

(3) is the Contract Value on the date we receive due proof of the
death; and

<PAGE>

Withdrawals reduce the sum calculated under (b) proportionally by the same
percentage that the withdrawal reduces the Contract Value.

Distribution Rules When Death Occurs After Income Payments Begin

If any Owner, Annuitant or Payee dies after Income Payments have begun, the
entire interest remaining in the Contract will be distributed at least as
rapidly as under the method of distribution being used on the date of death.
Under this scenario, "entire interest" means any guaranteed payments remaining
under the payment plan in effect on the date of death.

PURCHASE PAYMENTS
- --------------------------------------------------------------------------------

The initial Purchase Payment is due on the Contract Date.

Additional Purchase Payments

You may make additional Purchase Payments at any time before the Annuity
Commencement Date. The minimum amount allowed as an additional Purchase Payment
is defined on the contract data pages. We reserve the right to limit the maximum
amount of additional Purchase Payments we will accept based on our rules in
effect at the time of the payment.

Where to Send Purchase Payments

Send each Purchase Payment to our Home Office. Make any checks payable to GE
Life and Annuity Assurance Company.

Allocation of Purchase Payments

You may allocate Purchase Payments to one or more Investment Options. The
maximum number of Investment Option allocations allowed is shown on the contract
data pages. The minimum percentage of each Purchase Payment that may be
allocated to any particular Investment Option is also provided on the contract
data pages. Purchase Payments will be allocated in accordance with your
instructions we have on file.

You may change the allocation of later Purchase Payments at any time, without
charge, by sending a notice to us at our Home Office. The notice must be in
writing or in any form acceptable to us. The allocation will apply to Purchase
Payments received after we receive the change.

MONTHLY INCOME BENEFIT
- --------------------------------------------------------------------------------

We will pay you a monthly income for a guaranteed minimum period beginning on
the Annuity Commencement Date if the Annuitant(s) is still living. The monthly
income will be a Variable Income Payment similar to that described in the
provision titled "Variable Income Options" under the Optional Payment Plans
section. Payments will be made automatically under a Life Income with 10 Years
Certain plan or a Joint Life and Survivor Income with 10 years Certain plan,
unless you choose otherwise.

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

Under the Joint Life and Survivor Income plan, if any Annuitant lives longer
than 10 years, payments will continue for the surviving Annuitant's lifetime. If
both Annuitants die before the end of ten years, the remaining payments for the
ten year period will be discounted at the same rate used to calculate the
monthly income. The discounted amount will be paid in one sum to you.

<PAGE>

At any time, while the Annuitant(s) is living, and before the Annuity
Commencement Date, you may choose to change the payment plan by written request.
If you do choose a different plan, the monthly income will reflect the plan
chosen. Payment plans which base payment on the life or lives of one or more
individuals will base such payment on the life of the Annuitant or the Annuitant
and Joint Annuitant. You may elect to receive the Annuity Commencement Value in
a lump sum instead of receiving a monthly income. If we pay the Annuity
Commencement Value in a lump sum, we will have no further obligations under the
Contract.

The initial Income Payment under the automatic monthly payment plan is
calculated by multiplying (a) times (b), divided by (c) where:

(a) is the monthly payment rate per $1000, shown under the Optional Payment
Plans for either the Life Income 10 years Certain or the Joint Life and
Survivor Income, using the gender(s) and settlement age(s) of the
Annuitant(s), instead of the Payee, on the Annuity Commencement Date;

(b) is the Annuity Commencement Value; and

Income Payments will be made monthly unless quarterly, semi-annual or annual
payments are chosen by written request. However, if any payment made more
frequently than annually would be or becomes less than $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 is less than $20, we
will pay the Annuity Commencement Value and the Contract will terminate
effective as of the Annuity Commencement Date.

Annuity Commencement Date

The Annuity Commencement Date is provided on the contract data pages, unless
changed after issue. You may change the Annuity Commencement Date to any date at
least ten years after the date of the last Purchase Payment. The Annuity
Commencement Date cannot be a date later than the contract anniversary on which
the Annuitant, or younger of the Joint Annuitants, reaches age 90, unless a
later date is approved by the Company. To make a change, send us written notice
before the Annuity Commencement Date then in effect. If you change the Annuity
Commencement Date, Annuity Commencement Date will then mean the new Annuity
Commencement Date you selected.

GUARANTEE ACCOUNT
- --------------------------------------------------------------------------------

You may allocate Purchase Payments and/or transfer Contract Value to the
Guarantee Account. Amounts allocated to the Guarantee Account earn interest at
the rate applicable to the particular allocation. With respect to each
allocation, the applicable rate will remain in effect for a specified period
(the interest rate guarantee period). You may also make transfers or withdrawals
from the Guarantee Account as described in this Contract.

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

Any Surrender Value or Death Benefit available under the Guarantee Account will
not be less than required by the laws of your state.

<PAGE>

SEPARATE ACCOUNT
- --------------------------------------------------------------------------------

The Separate Account named on the contract data pages supports the operation of
this Contract and certain other variable annuity contracts we may offer. We will
not allocate assets to the Separate Account to support the operation of any
contracts that are not variable annuities.

We own the assets in the Separate Account. These assets are held separately from
our other assets and are not part of our General Account.

The Separate Account is registered with the Securities and Exchange Commission
("SEC") as a unit investment trust under the Investment Company Act of 1940. The
Separate Account is also subject to Virginia laws which regulate the operations
of insurance companies incorporated in Virginia. The investment policies of the
Separate Account will not be changed without the approval of the Virginia
Insurance Commissioner.

Insulation of Assets

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

Subaccounts

The Separate Account is divided into Subaccounts. The Subaccount's income, gains
and losses, realized or unrealized, are credited to or charged against such
Subaccounts. This transaction is made without regard to other income, gains or
losses of the Company or any other Subaccount.

The Subaccounts available under this Contract are shown on the contract data
pages. Each Subaccount invests exclusively in shares of a corresponding Fund.
Shares of a Fund are purchased and redeemed at their net asset value per share.
Any amounts of income, dividends and gains distributed from the shares of a Fund
are reinvested in additional shares of that Fund at its net asset value.

Changes To The Separate Account And Subaccounts

Where permitted by applicable law, we may:

o create new separate accounts;

o combine separate accounts, including the Separate Account;

o transfer assets of the Separate Account to another separate account;

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

o make Subaccounts (including new Subaccounts) available to such classes
of contracts as we may determine;

o add new Funds or remove existing Funds;

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

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

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

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

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

<PAGE>

Valuation of Separate Account Assets

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

Accumulation Units

Purchase Payment(s) allocated to a Subaccount or amounts transferred to a
Subaccount are converted into Accumulation Units. The number of Accumulation
Units is determined by dividing the dollar amount allocated to each Subaccount
by the value of the Accumulation Unit for that Subaccount for the Valuation Day
on which the purchase payment(s) or transferred amount is invested in the
Subaccount. Purchase Payment(s) allocated to or amounts transferred to a
Subaccount increase the number of Accumulation Units of that Subaccount.

The events which will reduce the number of Accumulation Units of a Subaccount
are as follows:

(1) withdrawals or transfers of Contract Value from a Subaccount;

(2) surrender of the Contract;

(3) payment of a Death Benefit;

(4) application of Contract Value to an income payment option; and

(5) applicable Contract and/or rider fees and charges.

Accumulation Units are canceled as of the end of the Valuation Period in which
we receive notice regarding the event.

Accumulation Unit Value

The value of an Accumulation Unit for each Subaccount was arbitrarily set when
the Subaccount began operations. Thereafter, the value of an Accumulation Unit
at the end of every Valuation Day is the value of the Accumulation Unit at the
end of the previous Valuation Day multiplied by the net investment factor, as
described below. On any day that is a Valuation Day, the Contract Value in a
Subaccount is determined by multiplying the number of Accumulation Units in that
Subaccount by the value of the Accumulation Unit for that Subaccount.

Net Investment Factor

The net investment factor is used to measure the investment performance of a
Subaccount. The net investment factor for any Subaccount for any Valuation
Period is determined by (a) divided by (b), minus (c), where:

(a) is the result of:

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

(2) the investment income and capital gains, realized or unrealized,
credited to those assets at the end of the Valuation Period for
which the net investment factor is being determined; minus

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

(4) any amount charged against the Separate Account for taxes. This
includes any amount we set aside during the Valuation Period as a
provision for taxes attributable to the operation or maintenance
of the Separate Account; and

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

(c) is a factor for the Valuation Period representing the asset charge
deducted from the Subaccount. The rates for this charge is shown on the
contract data pages.

<PAGE>

TRANSFERS
- --------------------------------------------------------------------------------

Transfers Before Income Payments Begin

You may transfer amounts among the Investment Options by sending a request to us
at our Home Office. Transfers involving the Guarantee Account are subject to
limitations defined in this Contract. Transfer requests must be in writing or in
any form acceptable to us. We do not currently charge for transfers. We reserve
the right to impose a transfer charge.

The maximum amount of any transfer charge is provided on the contract data
pages. When we perform transfers, the Contract Value on the date of the transfer
will not be affected by the transfer except to the extent of any transfer
charge. Any transfer charge will be taken from the amount transferred.

Transfers involving the Guarantee Account will be effective on the date we
receive your request at our Home Office. With respect to transfers between the
Guarantee Account and the Separate Account, we reserve the right to impose the
following restrictions:

(1) No transfers from the Separate Account to the Guarantee Account may be
made during the six month period following the transfer of any
amount from the Guarantee Account to the Separate Account; and

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

On written notice, we reserve the right to limit the number of transfers to one
per month or to twelve each calendar year. We reserve the right to limit the
number of transfers to a lower number. This may be necessary for the Contract to
continue to be treated as an annuity by the IRS. We reserve the right to refuse
to execute any transfer:

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

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

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

Transfers will be effective as of the end of the Valuation Period during which
we receive your request at our Home Office. If the amount of your Contract Value
remaining in an Investment Option after the transfer is less than the minimum
balance stated on the contract data pages, we will transfer the remaining
balance in addition to the amount requested for transfer. We will not allow a
transfer into any Investment Option unless the value of that Investment Option
after the transfer is at least equal to the amount stated on the contract data
pages.

Where permitted by law, we may accept your authorization of third party
transfers. We may restrict the Subaccounts that will be available to you for
transfers. This restriction may occur during any period such third party is
authorized to act for you. We will give you prior notice of any restrictions. We
will not enforce such restrictions if you provide us with satisfactory evidence
that:

(1) a court of competent jurisdiction has appointed such third party to act
for you; or

(2) you have appointed such third party to act for you for all of your
financial affairs.

<PAGE>

Transfers After Variable Income Payments Begin

If Variable Income Payments are being made, you may transfer Annuity Units among
Subaccounts by sending a request to us at our Home Office. This request must be
in writing or in any form acceptable to us. You may make three such transfers in
each calendar year. We reserve the right to limit the number of transfers. This
may be necessary for the Contract to continue to be treated as an annuity by the
IRS. We reserve the right to refuse to execute any transfer if any of the
Subaccounts that would be affected by the transfer is unable to purchase or
redeem shares of the Fund in which the Subaccount invests. If the number of
Annuity Units remaining in an Subaccount after a transfer is less than 1, we
will transfer the remaining balance in addition to the amount requested for
transfer. We will not allow a transfer into any Subaccount unless the number of
Annuity Units of that Subaccount after the transfer is at least 1. No transfer
charge is imposed for transfers of Annuity Units. The amount of the Income
Payment as of the date of the transfer will not be affected by the transfer.

The number of Annuity Units for the new Subaccount is (a) times (b), divided by
(c), where:
(a) is the number of Annuity Units for the current Subaccount;

(b) is the value of the Annuity Unit for the current Subaccount; and

CONTRACT VALUE BENEFITS
- --------------------------------------------------------------------------------

The Contract Value is equal to the Contract Value allocated to the Investment
Options. On the date the initial Purchase Payment is received and accepted, the
Contract Value equals the initial Purchase Payment.

Contract Value of the Separate Account

At the end of each Valuation Period after the Contract Date, the Contract Value
allocated to each Subaccount is (a) plus (b) plus (c) minus (d) minus (e) minus
(f), where:

(a) is the Contract Value allocated to the Subaccount at the end of the
preceding Valuation Period, multiplied by the Subaccount's net
investment factor for the current Valuation Period;

(b) is Purchase Payments allocated to the Subaccount during the current
Valuation Period;

(d) is Contract Value transferred out of the Subaccount during the current
Valuation Period;

(e) is any withdrawal made from the Subaccount during the current Valuation
Period; and

(f) is any premium tax deductions.

Contract Value of the Guarantee Account

The Contract Value of the Guarantee Account is (a) plus (b) minus (c) minus (d),
where:

(a) the sum of all amounts allocated to it;

(b) any interest credited on those amounts;

(d) any amounts deducted for charges made under the Contract and any
riders that may apply.

You may distribute any allocation to one or more of the interest rate guarantee
periods available at the time of your allocation. Unless you choose otherwise,
the initial interest rate guarantee period will be one year. Each interest rate
guarantee period must be at least one year. At the end of each interest rate
guarantee period, a new interest rate guarantee period of one year, with a new
rate, will begin. We will notify you of the new rate. A new interest rate
guarantee period of one year will begin.

Interest rates that apply to allocations to the Guarantee Account are determined
by us in our sole discretion. The minimum guaranteed interest rate is shown on
the contract data pages.

<PAGE>

Deductions from the Contract Value for the annual contract charge and any other
charges that may apply are made first from the Contract Value of the Separate
Account. These charges are deducted proportionally from the Subaccounts in which
you are invested. Any remaining charge will be deducted from the Contract Value
of the Guarantee Account. This charge will be taken proportionally from the
money in the Guarantee Account. No deduction will occur if it would reduce the
Surrender Value below any minimum value that might be required by applicable
state law.

Annual Contract Charge

There will be a charge made each year for maintenance of the Contract. This
charge is made once for each contract year against the Contract Value allocated
to the Separate Account. The charge for a contract year will be deducted at the
earlier of the next contract anniversary or the date the Contract is
surrendered. The amount of this charge is shown on the contract data pages. We
will waive this charge if the Contract Value at the time the charge is due
exceeds the minimum Contract Value shown on the contract data pages.

Surrender

You can surrender this Contract by sending the Contract and a written request to
our Home Office. We must receive the request before Income Payments begin. The
amount payable is the Surrender Value as of the date we receive the request.

Withdrawal

You may make a withdrawal from the Contract Value at any time. The allowable
withdrawal amount is subject to limitations as defined on the contract data
pages. The amount payable will be the amount of the withdrawal, less any
surrender charge and any premium tax.

You may tell us how to deduct the withdrawal from the Investment Options. If you
do not, the withdrawal will be deducted first from each Subaccount in the same
proportion that the Contract Value in that Subaccount bears to the total
Contract Value in all Subaccounts on the date we receive the request in our Home
Office. If the amount of the withdrawal exceeds the Contract Value in the
Subaccount(s), any remaining deductions will be made from the Guarantee Account.
The amounts deducted from the Guarantee Account will be taken on a first-in,
first-out basis. "First-in, first-out" means the order in which Purchase
Payments and transferred amounts were allocated to the Guarantee Account.

Surrender Charge

All or part of the amount withdrawn or surrendered may be subject to a surrender
charge. The surrender charge is a percentage of each Purchase Payment. The
applicable percentage for each Purchase Payment is shown in the Table of
Surrender Charges on the contract data pages. The number of years shown in the
table represents the number of full and partially completed years since the
Purchase Payment was received.

Order of withdrawal. Amounts withdrawn will be deducted first from any gain in
the Contract. Surrender charges are not assessed on amounts which represent
gain. For purposes of this section, "gain" is calculated as (a) plus (b) minus
(c) minus (d), but not less than zero where:

(a) is the Contract Value on the date we receive your withdrawal or
surrender request;

(b) is the total of any withdrawals including surrender charges
previously taken;

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

<PAGE>

In addition to any gain, an amount equal to 10% of the total Purchase Payments
made through the date of withdrawal can also be withdrawn during each contract
year without a surrender charge (the "10% free withdrawal amount"). The 10% free
withdrawal amount is not cumulative from contract year to contract year. Any
amount withdrawn in excess of (1) the gain on the date of withdrawal, plus (2)
10% of the total Purchase Payments, will be the amount subject to a surrender
charge. For purposes of determining the applicable surrender charge, the amount
subject to a surrender charge will be deducted from Purchase Payments on a
first-in, first-out basis. Amounts withdrawn which are not subject to surrender
charge may be taken as a series of periodic payments instead of a lump sum.

There will be no surrender charge if you choose one of the following Optional
Payment Plans:

o Plan 1;

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

o Plan 5.

Postponement of Payments

We will make payment within seven days from the date of withdrawal or surrender.
We will make payment within seven days from the receipt of due proof of death
for a lump sum claim settlement. We may postpone these payments when:

o the New York Stock Exchange is closed other than customary weekend and
holiday closings; or

o the SEC restricts trading on the New York Stock Exchange; or

o the SEC permits postponement for the protection of contractowners; or

o the SEC determines an emergency exists. Due to the emergency disposal
of securities or the determination of the values of net assets of the
Separate Account is not reasonably practical.

We reserve the right to defer payment of any withdrawal or surrender from the
Guarantee Account for up to six months. We will not defer payment if we are
required by law to pay earlier. We will not defer payment if the amount is used
to pay Purchase Payments on contracts with us.

We have the right to defer payment which is derived from any amount recently
paid to us by check or draft. We will make payment when we are satisfied the
check or draft has been paid by the bank on which it is drawn.

GENERAL INFORMATION
- --------------------------------------------------------------------------------

Statement of Values

At least once each year, we will send a Contract statement. The statement will
be mailed within 30 days of the statement date. The statement date will be on at
least one of the following dates: March 31st, June 30th, September 30th and
December 31st. The statement will show the Contract Value, Purchase Payments
made, number of Accumulation Units, values of Accumulation Units, and charges
deducted during the statement period.

Evidence of Death, Age, Gender or Survival

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

Incontestability

We will not contest this Contract.

<PAGE>

Misstatement of Age or Gender

If any Annuitant's age or gender, where appropriate, is misstated on the
contract data page, any Contract benefits or proceeds will be determined using
the correct age and gender.

Premium Tax

Premium tax rules vary by state and change from time to time. Some states assess
a tax against us on receipt of Purchase Payments and some states on
annuitization of proceeds.

Tax assessed on receipt of Purchase Payments: The premium tax rate shown on the
contract data pages is the rate that was in effect in your state at Contract
issue. To calculate any premium tax in effect on the date we receive the
Purchase Payment, multiply the Purchase Payment by the premium tax rate. This is
the amount of any state and/or local premium tax charged to us for this
Contract. We reserve the right to deduct any such tax either from your Purchase
Payment(s) when received, or from proceeds later when paid. (Proceeds includes
benefits from surrender, withdrawal, annuity commencement and death.)

Tax assessed on annuitization of proceeds: Since some states assess a premium
tax on proceeds used to purchase Income Payments, we reserve the right to deduct
from such proceeds any premium tax paid by us. Because state premium tax rules
change from time to time, any tax rate for proceeds used to purchase Income
Payments is not shown in your Contract. You may request notice of the amount of
this tax before Income Payments begin.

Nonparticipating

This Contract is nonparticipating. No dividends are payable.

Written Notice

You should send written notice to our Home Office. Please include the Contract
number and the Annuitant(s)'s full name.

We will send notices to your last known address. You should request an address
change form if you move.

OPTIONAL PAYMENT PLANS
- --------------------------------------------------------------------------------

Death Benefit and Surrender Value proceeds will be paid in one lump sum. Annuity
Commencement Value will be paid as described in the Monthly Income Benefit
section. Subject to the rules stated below, any part of the Death Benefit or
Surrender Value proceeds can be left with us and paid under an Optional Payment
Plan. If you choose to do so, the proceeds less any premium tax will be applied
to calculate your Income Payment. During the Annuitant(s)'s life you (or the
Designated Beneficiary at your death) can choose a plan. If a plan has not been
chosen at the death of the Annuitant or Owner, the Designated Beneficiary can
choose a plan if the Death Benefit is to be paid.

There are several important Optional Payment Plan rules:

o Our consent must be obtained prior to selecting an Optional Payment Plan
if any Payee is not a natural person.

o Payment made under an Optional Payment Plan at the death of any Owner or
Annuitant must conform with the rules in the Death Provisions section.

o If you change a beneficiary, your plan selection will no longer be in
effect unless you request that it continue.

o Any choice or change of a plan must be sent in writing to our Home
Office.

o The amount of each payment under a plan must be at least $100.

o Fixed Income Payments will begin on the date we receive proof of
any Annuitant's or Owner's death, on surrender, or on the Annuity
Commencement Date.

<PAGE>

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

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

Fixed Income Options

Optional Payment Plans 1 through 5 are available as fixed income options. Any
amount left with us under a fixed income option will be transferred to our
General Account. Payments made will equal or exceed those required by the state
where this Contract is delivered.

Variable Income Options

Optional Payment Plans 1 and 5 are available as variable income options. This
means that Income Payments, after the first, will reflect the investment
experience of the Subaccounts. No minimum amount is guaranteed.

Determination of the Amount of the First Variable Income Payment: The tables for
Optional Payment Plans 1 and 5 are used to determine the first Income Payment.
They show, for various plans, ages and genders, the monthly payment that can be
purchased with $1,000 of proceeds. The first payment is equal to (a) times
(b), divided by 1,000, where:

(a) is the Contract Value as of the Annuity Commencement Date, less any
premium taxes; and

(b) is the monthly payment from the table for the chosen plan and
appropriate age(s) and gender(s) of the Annuitant(s). The age used to
determine the payment may be subject to an adjustment as shown in the
settlement age adjustment table below.

These amounts use the 1983 'a' Individual Annuity Mortality Table, modified,
with an Assumed Interest Rate of 3%.

Determination of the Amount of Subsequent Variable Income Payments: Subsequent
payments are determined by means of Annuity Units. The amount may be greater or
less than the initial payment.

The number of Annuity Units will be determined on the Annuity Commencement Date.
The number will not change unless a transfer is made. The number of Annuity
Units for a Subaccount is (a) divided by (b), where:

(a) is the portion of the first payment from that Subaccount; and

(b) is the Annuity Unit value for that Subaccount on the day the first
payment is due.

Each subsequent payment is equal to the sum of payments for each Subaccount. The
payment for a Subaccount is the number of Annuity Units for that Subaccount
times the Annuity Unit value for that Subaccount seven days before the monthly
anniversary of the Annuity Commencement Date.

We guarantee that each subsequent payment will not be affected by variations in
mortality experience from the mortality assumptions on which the first payment
is based.

Determination of Annuity Unit Value:: Initially, the Annuity Unit value was
arbitrarily set at the start of the Subaccount. The Annuity Unit value of each
Subaccount for any Valuation Period is equal to the Annuity Unit value for the
preceding Valuation Period multiplied by the product of (a) and (b), where:

(a) is the net investment factor for the Valuation Period for which the
Annuity Unit value is being calculated; and

(b) is an Assumed Interest Rate factor equal to .99991902 raised to a
power equal to the number of days in the Valuation Period.

The Assumed Interest Rate factor in (b) is the daily equivalent of dividing by
one plus the Assumed Interest Rate of 3%. If a plan with a different Assumed
Interest Rate is used to determine the initial payment, a different Assumed
Interest Rate factor will be used to determine subsequent payments.

As described above, our determination of an Accumulation Unit value or Annuity
Unit value will be binding on you and any Designated Beneficiary.

<PAGE>

Payment Plans

The fixed income options are shown below. Variable income options, with an
Assumed Interest Rate of 3%, have the same initial monthly payment rate per
$1000 as the fixed income options shown in the Plan 1 and Plan 5 Tables. The
monthly payment rate is based on the 1983 Table 'a', using 3% interest. Other
plans may be available upon request.

Plan 1. Life Income with Period Certain. We will make monthly payments for a
guaranteed minimum period. If the Payee lives longer than the minimum period,
payments will continue for his or her life. The minimum period can be 10, 15 or
20 years. Payments will be according to the table below. Guaranteed amounts
payable under this plan will earn interest at 3% compounded yearly. We may
increase the interest rate and the amount of any payment. If the Payee dies
before the end of the guaranteed period, the amount of remaining payments for
the minimum period will be discounted at the same rate used in calculating
Income Payments. Discounted means we will deduct the amount of interest each
remaining payment would have earned had it not been paid out early. The
discounted amounts will be paid in one sum to the Payee's estate unless
otherwise provided.

Plan 1 Table

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

Settlement Settlement
Age Male Payee Female Payee Age Male Payee Female Payee
-------------------------- ------------------------- -------------------------- --------------------------
10 Years 15 Years 20 Years 10 Years 15 Years 20 Years 10 Years 15 Years 20 Years 10 Years 15 Years 20 Years
Certain Certain Certain Certain Certain Certain Certain Certain Certain Certain Certain Certain
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
20 $2.90 $2.90 $2.89 $2.81 $2.81 $2.81 65 $5.51 $5.22 $4.86 $4.91 $4.77 $4.58
25 3.00 2.99 2.99 2.88 2.88 2.88 66 5.66 5.33 4.92 5.03 4.88 4.65
30 3.11 3.11 3.10 2.97 2.97 2.97 67 5.81 5.43 4.99 5.17 4.99 4.73
35 3.26 3.25 3.24 3.09 3.08 3.08 68 5.97 5.54 5.05 5.31 5.10 4.80
40 3.45 3.43 3.41 3.23 3.23 3.22 69 6.13 5.65 5.10 5.46 5.21 4.88
45 3.68 3.66 3.62 3.42 3.41 3.39 70 6.30 5.75 5.16 5.62 5.33 4.95
50 3.98 3.94 3.88 3.65 3.64 3.61 71 6.48 5.85 5.21 5.79 5.45 5.02
51 4.05 4.00 3.93 3.71 3.69 3.66 72 6.66 5.95 5.25 5.97 5.57 5.08
52 4.12 4.07 3.99 3.77 3.74 3.71 73 6.84 6.05 5.29 6.15 5.69 5.14
53 4.20 4.14 4.05 3.83 3.80 3.76 74 7.02 6.14 5.33 6.34 5.81 5.20
54 4.28 4.21 4.11 3.89 3.86 3.82 75 7.20 6.23 5.36 6.54 5.92 5.25
55 4.36 4.29 4.18 3.96 3.93 3.88 76 7.39 6.31 5.39 6.74 6.03 5.29
56 4.45 4.37 4.24 4.03 3.99 3.94 77 7.57 6.39 5.41 6.95 6.13 5.33
57 4.55 4.45 4.31 4.11 4.07 4.00 78 7.75 6.46 5.43 7.15 6.23 5.36
58 4.65 4.53 4.38 4.19 4.14 4.07 79 7.93 6.52 5.45 7.36 6.32 5.39
59 4.75 4.62 4.45 4.28 4.22 4.13 80 8.09 6.58 5.47 7.57 6.41 5.42
60 4.86 4.72 4.52 4.37 4.30 4.20 81 8.26 6.63 5.48 7.78 6.48 5.44
61 4.98 4.81 4.59 4.46 4.39 4.27 82 8.41 6.67 5.49 7.97 6.55 5.46
62 5.10 4.91 4.65 4.56 4.48 4.35 83 8.56 6.71 5.49 8.16 6.60 5.47
63 5.23 5.01 4.72 4.67 4.57 4.42 84 8.69 6.74 5.50 8.34 6.65 5.48
64 5.37 5.11 4.79 4.79 4.67 4.50 85&over 8.81 6.77 5.50 8.50 6.70 5.49
</TABLE>

Values for ages not shown will be furnished upon request.

Plan 2. Income for a Fixed Period. We will make periodic payments for a fixed
period, not longer than 30 years. Payments can be annual, semi-annual, quarterly
or monthly. Payments will be made according to the table below. Guaranteed
amounts payable under this plan will earn interest at 3% compounded yearly. We
may increase the interest and the amount of any payment. If the Payee dies, the
amount of the remaining guaranteed payments will be discounted to the date of
the Payee's death at the same rate used in calculating Income Payments. The
discounted amount will be paid in one sum to the Payee's estate unless otherwise
provided.

Plan 2 Table

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

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

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

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

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

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

Plan 5 Table

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

Male Settlement Female Settlement Age
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Age 35 40 45 50 55 60 65 70 75 80 85&over
- ------------------------------------------------------------------------------------------------------------------------------------
35 $2.95 $3.02 $3.07 $3.12 $3.16 $3.19 $3.21 $3.23 $3.24 $3.25 $3.26
40 2.99 3.07 3.15 3.22 3.28 3.33 3.37 3.40 3.42 3.43 3.44
45 3.02 3.11 3.21 3.31 3.41 3.49 3.55 3.60 3.64 3.66 3.68
50 3.04 3.15 3.27 3.40 3.53 3.65 3.76 3.84 3.90 3.94 3.97
55 3.05 3.18 3.32 3.48 3.65 3.82 3.98 4.12 4.22 4.29 4.33
60 3.07 3.20 3.35 3.54 3.75 3.97 4.21 4.42 4.60 4.73 4.80
65 3.07 3.21 3.38 3.58 3.82 4.11 4.42 4.74 5.03 5.25 5.39
70 3.08 3.22 3.39 3.61 3.88 4.21 4.60 5.04 5.47 5.84 6.09
75 3.08 3.22 3.40 3.63 3.92 4.28 4.74 5.28 5.87 6.42 6.82
80 3.09 3.23 3.41 3.64 3.94 4.33 4.82 5.45 6.18 6.91 7.50
85&over 3.09 3.23 3.41 3.65 3.95 4.35 4.87 5.55 6.37 7.26 8.00
</TABLE>

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

20
<PAGE>

Maximum Age Adjustment

Settlement Age: The settlement age is the Payee's age last birthday on the date
payments begin, minus an age adjustment from the table below. The actual age
adjustment may be less than the numbers shown.

Year Payments Begin Maximum Age
After Prior To Adjustment
- --------------------- -----------

--- 2001 0
2000 2026 5
2025 2051 10
2050 --- 15

<PAGE>

FLEXIBLE PREMIUM VARIABLE
DEFERRED ANNUITY CONTRACT
- --------------------------------------------------------------------------------

o Income Payments begin at Annuity Commencement Date

o No Dividends

o Some benefits reflect investment results

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

GE LIFE AND ANNUITY
ASSURANCE COMPANY

Exhibit 4(b)(i)

GE LIFE AND ANNUITY ASSURANCE COMPANY
OPTIONAL DEATH BENEFIT RIDER
- --------------------------------------------------------------------------------

This rider provides for an optional death benefit which is coordinated with the
Death Benefit at Death of Any Annuitant provision in the Contract. While this
Rider is in effect, the amount payable at the death of any Annuitant will be the
greater of:

o The Death Benefit provided for under the Death Provisions section in
the Contract; or
o The minimum death benefit described below.

Minimum Death Benefit
The minimum death benefit is the value of Purchase Payments increased with
interest at 6% per year up to 200% of Purchase Payments.

Withdrawals for each contract year up to 6% of Purchase Payments, calculated at
the time of the withdrawals, reduce the minimum death benefit by the same amount
that the withdrawal reduces the Contract Value. If withdrawals greater than 6%
of Purchase Payments are made in the current or any prior contract year, the
minimum death benefit will be reduced proportionally by the same percentage that
the withdrawal reduces Contract Value.

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

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

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

For GE Life and Annuity Assurance Company,

/s/ Pamela S. Schutz
----------------------
Pamela S. Schutz
President

Exhibit 5(a)

Variable Annuity Application
- ----------------------------

GE Life & Annuity
- --------------------------------------------------------------------------------
Plan Information
- --------------------------------------------------------------------------------

Annuity Name: [Flexible Premium Variable Deferred Annuity]
-------------------------------------------------

<TABLE>
<S> <C>
Premium Payment: Minimum Payment: For 1035 Exchange(s) or Transfer(s)
$ and/or estimated premium $
---------------------- ----------------------------------

Complete Section A or B.

Section A: Non-Qualified (Check all that apply) Section B: Qualified (Check all that apply)
- ----------------------------------------------- -------------------------------------------
[ ] New purchase [ ] Traditional IRA [ ] Custodial IRA [ ] ROTH IRA
[ ] 1035 Exchange(s) [ ] TSA 403(b) [ ] SEP [ ] Other
----------------
[ ] Transfer [ ] Rollover [ ] Direct Rollover
[ ] New contribution for tax year
------------
</TABLE>

- --------------------------------------------------------------------------------
Riders
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
See prospectus for age availability. (May not be available with all annuities or in all states or markets.)
[ ] EstateProtector (annual percent step up) [ ] Other
---------------------------------------
[ ] Annual EstateProtector (annual account value step up) [ ] Other
---------------------------------------
</TABLE>

- --------------------------------------------------------------------------------
Owner (Name or name of trust and trustee)
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
(Last, First, M.) Gender
[ ] M [ ] F
- ----------------------------------------

Date of birth or trust date (mm-dd-yyyy) Social Security no. or Tax ID Telephone no.

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

Address

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

City State Zip code

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

Joint Owner (Optional): Name (Last, First, M.) Gender

- ---------------------------------------------------------- [ ] M [ ] F

Date of birth (mm-dd-yyyy) Social Security no. or Tax ID Telephone no.
- - - -
- ----- ----- ----- ----------------------------- --- --- ----

Address

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

City State Zip code

- -------------------------------------- ----- --------
</TABLE>

- --------------------------------------------------------------------------------
Annuitant (if other than Owner)
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
(Last, First, M.) Gender
[ ] M [ ] F
- ------------------------------------------------------------

Date of birth (mm-dd-yyyy) Social Security no. or Tax ID Telephone no.
- - - -
- ----- ----- ----- ----------------------------- --- --- ----

Address

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

City State Zip code

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

Joint Annuitant: Name (Last, First, M.): Only use for 1035 Exchanges Gender
[ ] M [ ] F
- --------------------------------------------------------------------

Date of birth (mm-dd-yyyy) Social Security no. or Tax ID Telephone no.
- - - -
- ---- ---- -------- ----------------------------- --- --- ----

Address

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

City State Zip code

- -------------------------------------- ----- --------
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Regular Mail For Inquiries and/or Questions Overnight Delivery
- ------------ ------------------------------ ------------------
<S> <C>
GE Life and Annuity Assurance Company Internet: www.gefinancialassurance.com GE Life and Annuity Assurance Company
Attn: Annuity New Business Toll free: (800) 352-9910 Attn: Annuity New Business
P.O. Box 85093 6610 W. Broad Street
Richmond, VA 23285-5093 Richmond, VA 23230
</TABLE>

15351 9/1999 GE Life and Annuity Assurance Company
<PAGE>

Variable Annuity Application
- -----------------------------
GE Life & Annuity

- --------------------------------------------------------------------------------
Beneficiary (Name or name of trust and trustee)
- --------------------------------------------------------------------------------

(Last, First, M.) Allocated [ ] Primary
[ ] Contingent
- --------------- ---------
<TABLE>
<S> <C>
Date of birth or trust date (mm-dd-yyyy) Relationship to the Owner Gender
[ ] M [ ] F
- --------------------------------------- -------------------------

Address Telephone no.
.
- --------------------------------------- -------------------------

City State Zip code

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

Beneficiary: Name (Last, First, M.) Allocated [ ] Primary
% [ ] Contingent
- --------------------------------------- ---------

Date of birth or trust date (mm-dd-yyyy) Relationship to the Owner Gender
- - [ ] M [ ] F
- ---- ---- ------- -------------------------

Address Telephone no.
- -
- ---------------------------------------- --- --- ----

City State Zip code

- ---------------------------------------- ------------------------- --------
</TABLE>
Beneficiaries may be changed at any time by the Owner unless made irrevocable
by checking this circle. [ ]

- --------------------------------------------------------------------------------
Owner Signature(s) PLEASE READ CAREFULLY
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Will the proposed annuity replace any existing annuity or insurance contract? [ ] Yes [X] No
</TABLE>

All statements made in this application are true to the best of my/our
knowledge and belief, and the answers to these questions, together with this
agreement, are the basis for issuing the policy. I/we agree to all terms and
conditions as shown. I/we further agree that this application shall be a part
of the annuity contract, and verify our understanding that ALL PAYMENTS AND
VALUES PROVIDED BY THE CONTRACT, WHEN BASED ON THE INVESTMENT EXPERIENCE OF
THE SEPARATE ACCOUNT, ARE VARIABLE AND NOT GUARANTEED AS TO DOLLAR AMOUNT.
THE OWNER ACKNOWLEDGES RECEIPT OF PROSPECTUSES FOR THE SEPARATE ACCOUNT AND
ALL PORTFOLIOS APPLICABLE TO THE POLICY AND APPLICABLE SUPPLEMENTS DATED
WITHIN 13 MONTHS OF THIS APPLICATION. I/we agree that no one, except the
President, or a Vice President of the Company can make or change any annuity.
Any person who knowingly presents a false or fraudulent claim for payment of a
loss or benefit or knowingly presents false information in an application for
insurance is guilty of a crime and may be subject to fines and confinement in
prison. Under penalties of perjury, I certify that: 1: The number shown on this
form is my correct taxpayer identification number (or I am waiting for a number
to be issued to me), and 2: I am not subject to backup withholding because:
(a) I am exempt from backup withholding, or (b) I have not been notified by
the Internal Revenue Service (IRS) that I am subject to backup withholding as
a result of a failure to report all interest or dividends, or (c) the IRS has
notified me that I am no longer subject to backup withholding. You must cross
out item 2 above if you have been notified by the IRS that you are currently
subject to backup withholding. The Internal Revenue Service does not require
your consent to any provision of this document other than the certifications
required to avoid backup withholding.

1. Have you received prospectuses dated within 13 months of this application
for the Separate Account and all mutual funds applicable to the applied
for policy? [X] Yes [ ] No

2. Do you understand that the account value may increase or decrease depending
on the investment return of the Investment Subdivisions? [X] Yes [ ] No

3. Do you believe this policy will meet your insurance needs and financial
objectives? [X] Yes [ ] No
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Owner (sign as Trustee if Owner is a Trust) Joint Owner Date of signature (mm-dd-yyyy)

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

Annuitant (required if other than Owner) City State
Anytown US
- ------------------------------------------- ----------- -----
</TABLE>

- --------------------------------------------------------------------------------
Representative(s) Information and Signature(s)
- --------------------------------------------------------------------------------
Do you have reason to believe that the proposed annuity will replace any
existing annuity or insurance contract? [ ] Yes [X] No If yes, submit
completed replacement form, where required. By signing, you certify that you
have witnessed the above signature(s) and that all information contained in
this application is true to the best of your knowledge and belief.
- --------------------------------------------------------------------------------
Registered Representative Signature Print name (Last, First, M.)
Bill Smith Smith, Bill
- ----------------------------------- ------------------------------
<TABLE>
<S> <C>
Representative S.S. no. (FL-license ID no.) Broker/Dealer name/branch # Client account no.

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

Address Telephone no.

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

City State Zip code

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

Registered Representative Signature Print name (Last, First, M.)

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

Representative S.S. no. (FL-license ID no.) Telephone no.
- - [ ] NT [ ] T [ ] L
- ------------------------------------------- --- --- ----
</TABLE>

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

<PAGE>

Fraud & Disclosure Statements
- -----------------------------

GE Life & Annuity Assurance Company
6610 W. Broad Street
P.O. Box 85093
Richmond, VA 23285-5093

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

ARIZONA

On written request, an insurer is required to provide within a reasonable time
reasonable factual information regarding the benefits and provisions of the
annuity contract to the contract holder and that if for any reason the contract
holder is not satisfied with the annuity contract the contract holder may return
the annuity contract within ten days after the contract is delivered and receive
a refund of all monies paid.

ARKANSAS

Any person who knowingly presents a false or fraudulent claim for payment of a
loss or benefit or knowingly presents false information on an application for
insurance is guilty of a crime and may be subject to fines and confinement in
prison.

COLORADO

It is unlawful to knowingly provide false, incomplete, or misleading information
to an insurance company for the purpose of defrauding or attempting to defraud
the company. Penalties may include imprisonment, fines, denial of insurance, and
civil damages. Any insurance company or insurance agent who knowingly provides
false, incomplete, or misleading information for the purpose of defrauding or
attempting to defraud a policyholder or claimant with regard to an insurance
settlement or award shall be reported to the Colorado Division of Insurance
within the Department of Regulatory Agencies.

DISTRICT OF COLUMBIA

WARNING: It is a crime to provide false or misleading information to an insurer
for the purpose of defrauding the insurer or any other person. Penalties include
imprisonment and/or fines. In addition, an insurer may deny insurance benefits
if false information materially related to a claim was provided by the
applicant.

FLORIDA

Any person who knowingly and with intent to injure, defraud, or deceive any
insurer files a statement of claim or an application containing any false,
incomplete, or misleading information is guilty of a felony of the third degree.

KENTUCKY

Any person who knowingly and with intent to defraud any insurance company or
other person files an application for insurance containing any materially false
information or conceals for the purpose of misleading, information concerning
any fact material thereto commits a fraudulent insurance act, which is a crime.

MAINE

It is a crime to knowingly provide false, incomplete or misleading information
to an insurance company for the purpose of defrauding the company. Penalties may
include imprisonment, fines or a denial of insurance benefits.

NEW JERSEY

Any person who includes any false or misleading information on an application
for an insurance policy is subject to criminal and civil penalties.

NEW MEXICO

OHIO

Any person who, with intent to defraud or knowing that he is facilitating a
fraud against an insurer, submits an application or files a claim containing a
false or deceptive statement is guilty of insurance fraud.

PENNSYLVANIA

Any person who, knowingly and with intent to defraud any insurance company or
other person, files an application for insurance or statement of claim
containing any materially false information or conceals, for the purpose of
misleading, information concerning any fact material thereto, commits a
fraudulent insurance act, which is a crime and subjects such person to criminal
and civil penalties.

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

STEPHEN E. ROTH
DIRECT LINE: (202) 383-0158
Internet: [email protected]

February 25, 2000

VIA EDGAR TRANSMISSION
----------------------

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re: GE Life & Annuity Separate Account 4
-------------------------------------------

Commissioners:

On behalf of GE Life and Annuity Assurance Company (the "Company")
and GE Life & Annuity Separate Account 4 (the "Account"), we have attached for
filing a registration statement on Form N-4 for certain individual flexible
premium variable deferred annuity contracts (the "Contracts"). The Account is
registering an indefinite amount of the Contracts pursuant to Rule 24f-2 under
the Investment Company Act of 1940, as amended. Certain information, including
required exhibits, is not included in the registration statement and will be
filed by pre-effective amendment.

The Contracts provide for the accumulation of contract value through
the Account and for the payment of annuity benefits on a fixed and variable
basis. If the Contract owner dies before the annuity commencement date, the
Company will pay the beneficiary either the basic death benefit or the
optional death benefit. The mortality and expense risk charge assessed by the
Company varies based on the age of the annuitant at issue.

If you have any questions or comments about this registration
statement, please do not hesitate to call me at (202) 383-0158 or Pamela Ellis
at (202) 383-0566.

Sincerely,

Stephen E. Roth

Electronic Attachments

cc: Zandra Y. Bailes, Esq.
Patricia L. Dysart, Esq.
Michael Pagano, Esq.
Pamela K. Ellis, Esq.