<PAGE>
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                 ---------------
                                    FORM 10-K
                                 ---------------

            [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 1999

                                       OR

           [] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                 For the transition period from ________to________

                                 ---------------
                         Commission file number 0-27394
                                 ---------------

                     GE Global Insurance Holding Corporation
              (Exact name of registrant as specified in its charter)

                Delaware                                  95-3435367
    (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                  Identification No.)

   5200 Metcalf, Overland Park, Kansas      66201       (913) 676-5200
(Address of principal executive offices) (Zip Code) (Registrant's telephone
                                                    number, including area code)

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

                         SECURITIES REGISTERED PURSUANT
                          TO SECTION 12(b) OF THE ACT:

                                                        Name of each
         Title of each class                    exchange on which registered
         -------------------                    ----------------------------
   7% Notes Due February 15, 2026                  New York Stock Exchange
    6.45% Notes Due March 1, 2019                  New York Stock Exchange

                         SECURITIES REGISTERED PURSUANT
                          TO SECTION 12(g) OF THE ACT:

                               Title of each class
                               -------------------
                    Common Stock, par value $5,000 per share


Indicate by check mark whether the  registrant(1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [x] No[ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best  of  the  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [x]

Aggregate  market  value  of the  voting  stock  held  by  nonaffiliates  of the
registrant at March 17, 2000. None.

At March 17, 2000,  1,000 shares of  common stock with a par value of $5,000 per
share were outstanding.

REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION I(1)(a) AND (b)
OF FORM 10-K AND IS THEREFORE FILING THIS FORM 10-K WITH THE REDUCED  DISCLOSURE
FORMAT.


<PAGE>
<TABLE>
<CAPTION>
                                      TABLE OF CONTENTS

                                                                                           Page
                                                                                           ----
<S>                                                                                        <C>

PART I
   Item 1.   Business........................................................................1
   Item 2.   Properties.....................................................................12
   Item 3.   Legal Proceedings..............................................................12
   Item 4.   Submission of Matters to a Vote of Security Holders............................12


PART II
   Item 5.   Market for the Registrant's Common Equity and Related Stockholder Matters......12
   Item 6.   Selected Financial Data........................................................12
   Item 7.   Management's Discussion and Analysis of Financial Condition
                and Results of Operations...................................................13
   Item 7A.  Quantitative and Qualitative Disclosures About Market Risk.....................21
   Item 8.   Financial Statements and Supplementary Data....................................21
   Item 9.   Changes in and Disagreements with Accountants on Accounting
                and Financial Disclosure....................................................21


PART III
   Item 10.  Directors and Executive Officers of the Registrant.............................22
   Item 11.  Executive Compensation.........................................................22
   Item 12.  Security Ownership of Certain Beneficial Owners and Management.................22
   Item 13.  Certain Relationships and Related Transactions.................................22


PART IV
   Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K................22
</TABLE>


<PAGE>
                                     PART I

Item 1.  Business.

GE Global Insurance  Holding  Corporation ("GE Global  Insurance" and,  together
with  its  subsidiaries,   "the  Company"),  through  its  direct  and  indirect
subsidiaries,  is principally engaged in the reinsurance  business in the United
States and  throughout  the world.  All  outstanding  common  stock of GE Global
Insurance  is owned by General  Electric  Capital  Services,  Inc.  ("GE Capital
Services"),  which in turn is  wholly-owned  by General  Electric  Company  ("GE
Company").

The  principal  executive  offices of GE Global  Insurance  are  located at 5200
Metcalf, Overland Park, Kansas 66201 (Telephone number (913) 676-5200).


Overview of the Reinsurance Industry

Reinsurance  is a form of insurance in which a reinsurer  indemnifies  a primary
insurer  against  part or all of the  liability  assumed by the primary  insurer
under one or more insurance policies.  Reinsurance may provide a primary insurer
with several major benefits:  a reduction in net liability of individual  risks,
protection  against  catastrophic  losses,  reduction of financial  leverage and
stabilization  of  operating  results.  Reinsurance  may also  provide a primary
insurer the  ability to  increase  its  underwriting  capacity  by allowing  the
primary  insurer to accept  larger risks and to more rapidly  expand its book of
business.

The  global   reinsurance   industry   continues  to  be  impacted  by  industry
consolidation,  excess market capacity and primary insurers seeking  alternative
forms of risk transfer such as insurance  captives,  structured  securities  and
derivative products.  Global reinsurers are offering ways to meet the demands of
this  changing  global  market by expanding  their  markets,  entering  into new
reinsurance niches,  offering new reinsurance products and spreading their risks
geographically.  This changing reinsurance environment may affect the industry's
profitability which has historically been influenced by the insurance industry's
underwriting cycle, changes in interest rates and catastrophic events.


General

GE Global Insurance is one of the largest  reinsurance groups in the world, with
subsidiaries  providing risk management  solutions for well over a century.  The
Company writes substantially all types of property and casualty,  healthcare and
life  reinsurance  and some lines of primary  health,  property and casualty and
excess workers' compensation insurance.

The Company  conducts  business and  services its accounts  through a network of
local offices  located in cities  throughout the world. As of December 31, 1999,
the  Company  had 19 offices  in the North  American  region,  12 offices in the
European  region,  10  offices in the  Asia/Pacific  region and 4 offices in the
Latin American region.

As one of the largest direct  writers of  reinsurance in the world,  the Company
works directly with its clients which enhances the Company's ability to evaluate
its  clients  and their  respective  risks and  allows  the  Company  to be more
responsive to the individual  needs of its customers.  The Company  utilizes its
network of local offices throughout the world to service the particular needs of
its  reinsurance  clients.  This  system  enables the Company to provide a wider
range of services  targeted at the needs of a particular  market. To enhance its
responsiveness  to customer  needs in the  property and  casualty  segment,  the
Company  operates in a  decentralized  environment  with respect to underwriting
decisions and customer service.

The Company also competes in the reinsurance broker market throughout the world.
During 1998 and in early 1999, the Company  significantly  expanded its presence
in the  reinsurance  broker  market  by  acquiring  Kemper  Reinsurance  Company
(subsequently  renamed  GE  Reinsurance  Corporation  - "GE Re") and Eagle  Star
Reinsurance  Company Limited  ("Eagle Star Re") (See Note 3 to the  consolidated
financial statements). The acquisitions of GE Re and Eagle Star Re significantly
enhance the Company's  distribution channel in the worldwide  reinsurance broker
market and further enables the Company to respond to the growing risk management
needs of a wider and more diverse group of customers.  The acquisitions of GE Re
and Eagle Star Re position the Company as one of the largest  reinsurance broker
writers in the world.

                                        1


<PAGE>
The Company manages and diversifies its risk through the careful underwriting of
risks,  active claims  management and the purchase of  retrocessional  coverage.
Retrocessional  coverage  represents  a form of  secondary  reinsurance  where a
reinsurer seeks  reinsurance  coverage on a specified  portion of assumed risks.
The  Company   maintains  strict   underwriting   controls  whereby   individual
underwriters  are assigned  maximum levels of  underwriting  authority  based on
specified lines of business.  The assumption of risks greater than the specified
maximum amount requires approvals of designated individuals.  Adherence to these
underwriting   guidelines  is  monitored  though  pre-renewal  account  reviews,
periodic  underwriting  audits  and  computer  edit  controls.  In  addition  to
transactional  controls,  the Company employs portfolio monitoring of key  risks
for all  products  and  controls  new product  introductions  through the use of
required  management  reviews  ("tollgates")  to approve  such new  products and
related underwriting guidelines.

The  Company's  business  strategy  is  to  continue  to  increase  revenues  by
concentrating   on  select   profitable   customer   segments   and   delivering
comprehensive risk transfer and risk management solutions.  The Company does not
intend,  however,  to increase premium income at the expense of its underwriting
results.

On March 4, 1999,  the Company  completed  the  acquisition  of Eagle Star Re, a
leading London Market non-life  reinsurance  company  principally doing business
through  intermediaries.  This acquisition  significantly enhanced the Company's
worldwide  reinsurance broker  distribution  channel.  The cash consideration of
approximately $346 million was provided through existing funds.

During 1998, the Company,  either directly or through its  affiliates,  acquired
three  major  property  and  casualty  insurance/reinsurance   businesses  which
strengthened   its  global  presence  in  the  healthcare   product  lines,  the
broker-serviced markets and the Fortune 1000 commercial property markets.

In the fourth quarter of 1998, the Company completed the acquisitions of Medical
Protective  Corporation ("Medical  Protective") and GE Re. Medical Protective is
the oldest medical professional  liability insurer of physicians and dentists in
the United States.  The cash  consideration  of  approximately  $628 million was
financed by GE Capital  Corporation  via an interim loan  agreement.  GE Re is a
property and casualty  reinsurance  company  principally  doing business through
intermediaries.  The  cash  consideration  of  approximately  $468  million  was
financed   initially  in  1998  by  utilizing  existing  credit  facilities  and
subsequently refinanced in 1999 through additional long-term borrowings.

On January 6, 1998,  the  Company  purchased  the assets and assumed the renewal
rights  of  Industrial  Risk  Insurers  ("IRI"),  a leader in  providing  highly
protected risk property  insurance,  for a cash  consideration  of approximately
$235  million.  The  business  underwritten  through  IRI is  managed by a joint
venture formed between the Company and The Hartford Steam Boiler  Inspection and
Insurance  Company ("HSB") as stipulated by a management  agreement.  IRI writes
business  utilizing  the  licensing  authority  of its members and the  business
underwritten  is  subsequently  allocated to members in proportion to membership
participation  and further  allocated  in  accordance  with  certain reinsurance
agreements between HSB and the Company.

The Company, as a result of General Electric Capital  Corporation's ("GE Capital
Corporation" - a wholly-owned  subsidiary of GE Capital Services) acquisition of
Coregis  Insurance Company  ("Coregis"),  acquired the renewal rights of certain
domestic property and casualty  business to continue  expansion of its specialty
insurance  product line in 1997.

The Company has also  established a Financial Market Products ("FMP") unit which
will address the needs of customers seeking innovative risk transfer  solutions,
globally. FMP will partner with an affiliate,  GECC Capital Markets Group, Inc.,
to deliver the full range of services desired by this growing customer  segment.
To date, other than start-up  administrative  expenses, the Company's results do
not reflect any  significant  revenues or operating  results  from  products and
services provided by this FMP unit.

Also in recent years,  the Company has expanded its global business  through the
extension  of its local office  network.  The Company  opened  offices in Rio de
Janeiro and Warsaw in 1999,  Kuala  Lumpar and Shanghai in 1998 and Buenos Aires
and Montreal in 1997. Consistent with its global expansion strategy, the Company
anticipates  further  expanding  its  presence  in the  Asia/Pacific  and  Latin
American regions.

Unless otherwise  indicated,  all financial data has been prepared in accordance
with U.S. generally accepted accounting principles ("GAAP").


                                        2


<PAGE>
Lines of Business

The   Company's   two   business   segments   are  (1)   property  and  casualty
insurance/reinsurance and (2) life reinsurance.  The Company's principal product
lines under the  property  and  casualty  segment are  traditional  property and
casualty reinsurance,  healthcare reinsurance and specialty insurance (generally
primary property and casualty  insurance) and its principal  product lines under
the life  reinsurance  segment are  traditional  life  reinsurance and financial
reinsurance.  The Company also provides primary insurance products to hospitals,
health  maintenance  organizations  and  medical  professionals  as  part of its
healthcare  product  line  and to  niche  customers  as  part  of its  specialty
insurance product line.

Unless  otherwise  indicated,  the Company's  domestic  results include business
written in the United States  (including  business  written in the United States
where  the  reinsured  is  outside  the  United  States)  and  Canada,  and  the
international  results  include all other business  written by the Company.  The
geographic breakdown,  based on net premiums written, of the Company's principal
product lines is summarized as follows:

<TABLE>
<CAPTION>
                                                           Year ended December 31,
                                  -------------------------------------------------------------------------
(In millions)                             1999                      1998                      1997
                                  ---------------------     ---------------------     ---------------------
                                                Inter-                    Inter-                    Inter-
                                  Domestic     national     Domestic     national     Domestic     national
                                  ---------------------     ---------------------     ---------------------
<S>                                  <C>          <C>          <C>          <C>          <C>          <C>

Property and Casualty Segment
   Property and Casualty.........  $2,102       $2,470       $1,487       $2,306       $1,038       $1,592
   Healthcare....................     851           43          514           83          432           92
   Specialty.....................     417            -          498            -          339            -
Life Segment.....................     615          649          422          674          512          540
                                   ------       ------       ------       ------       ------       ------
   Total.........................  $3,985       $3,162       $2,921       $3,063       $2,321       $2,224
                                   ======       ======       ======       ======       ======       ======
</TABLE>

The  following  is  a  summary   description  of  the  Company's   domestic  and
international business based on principal product lines:


Property and Casualty Insurance/Reinsurance Segment

Property  and  Casualty   Reinsurance.   The  Company's  largest  product  line,
traditional property and casualty  reinsurance,  accounted for approximately 64%
of the Company's  worldwide net premiums written in 1999. The Company's  premium
volume in the property and casualty  segment is derived  principally from treaty
agreements,  which enable the Company to maintain lower  operating costs because
fewer  personnel are required to  administer  treaty  business than  facultative
business.  Most of the  Company's  casualty  business is written on an excess of
loss basis  because it better  enables the  Company to control  its  exposure on
business  that has a  relatively  longer claim  settlement  pattern  (i.e.,  the
"tail").

The  Company's  property  business  is  written  on both an excess of loss and a
proportional  basis.  Generally,  the  Company  is the  lead  reinsurer  for any
domestic program in which it participates, enabling it to negotiate the terms of
the reinsurance. The Company also acts as the lead reinsurer on a portion of its
international business.

The Company's  international  property and casualty business services  worldwide
markets, including most European countries and countries in the Middle East, Far
East and Latin America. For the year ended December 31, 1999,  approximately 50%
of the Company's  international  net premiums written from property and casualty
reinsurance  was  derived from  property  reinsurance,  approximately  24% from
casualty reinsurance, approximately 25% from aviation and marine reinsurance and
approximately  1% from other lines of  reinsurance.  Based on 1999 net  premiums
written,  approximately 51% of the Company's international property and casualty
business  was written on a direct  basis,  with the  remainder  written  through
brokers.


                                        3


<PAGE>
In  recent  years,  insurance  companies  have  directed  more  business  to the
better-capitalized,   more   highly-rated   reinsurers,   which  has  led  to  a
consolidation in the reinsurance industry. In competing with a smaller number of
global  reinsurers,  the Company has found that a number of its global customers
are increasingly demanding that reinsurers provide a broader range of coverages.
In response to this trend,  the Company has  expanded  the property and casualty
risks it reinsures beyond its more traditional property and casualty reinsurance
business to include risks such as errors and  omissions,  directors and officers
and  non-standard  auto  liability.  In  addition to the  expansion  of lines of
business,  property and casualty  reinsurance has aligned its marketing  efforts
with its core expertise in areas such as aviation,  national accounts and global
accounts.  Management believes that the Company is well positioned to compete on
a global basis in these markets.

The property and casualty  reinsurance  industry has  experienced  a significant
increase in  catastrophic  exposure and loss during the last  decade.  Increased
population  density,  particularly in regions  susceptible to tropical storms or
earthquakes, and the higher incidence and greater severity of catastrophes,  has
increased the losses incurred in many recent catastrophes.  As a result of these
developments,  the Company has taken  steps to limit its  exposure by  carefully
monitoring  and  allocating  its  property  and  casualty  exposure  to specific
geographic zones, both domestically and internationally.

Healthcare. As part of the Company's property and casualty business segment, the
Company  provides  insurance and reinsurance for the healthcare  industry,  also
targeting  employers,  public  entities,  manufacturers  and others for  certain
product lines.  Coverages  include primary insurance and reinsurance for medical
professional  liability and insurance  protecting  primary  insurers  (including
self-insurers)  in the healthcare  market (i.e.,  excess workers'  compensation,
stop loss insurance,  directors and officers  liability for non-profit firms and
provider excess coverages).

The  healthcare  industry  continues  to  change  and  evolve  due to  voluntary
healthcare  reform,  expansion  of  managed  healthcare  initiatives,  increased
competition and the uncertainty related to the extent of government  regulation.
In addition,  companies  that  historically  specialized in one line of business
have  expanded  their lines of business  and are now writing  multiple  lines of
business.  The  Company,  to serve  the  growing  needs of  their  clients,  has
developed new and innovative  healthcare  products and has expanded coverages to
include   various   other  lines  of  business.

The Company  believes that it is well  positioned  to compete in the  healthcare
market because of its wide range of experience in providing healthcare liability
coverage  and  excess  protection  for  self-insured  employers,  leveraging its
acquisition  of  Medical   Protective  and  utilizing   multiple   products  and
disciplines to provide healthcare solutions.

Specialty Insurance.  An additional component of the Company's domestic property
and casualty  business is its specialty  insurance product line, which generally
consists of commercial property and casualty policies written on a primary basis
in niche markets.  The Company's  specialty  business  concentrates on providing
commercial   insurance  products  for  target  markets,   usually   professional
associations and homogeneous  groups.  Specialty  products include  professional
liability programs and niche programs in the general property and casualty area.
This coverage  provides  insurance for errors and omissions (E&O) arising out of
the professional activities of the insureds and commercial property and casualty
coverages for niche programs.

Professional  classes  underwritten  include  lawyers,   property  and  casualty
insurance  agents and  brokers,  life and health  insurance  agents and brokers,
accountants  and a few  miscellaneous  classes.  The  majority of this  business
provides coverage to lawyers and property and casualty and life insurance agents
and brokers.

Competition  for the  classes of  business  underwritten  within  the  Company's
specialty  insurance product line has recently  increased as more companies have
redirected their resources to the specialty niche business.  In order to compete
for this  business,  the Company has provided  value-added  services,  including
enhanced  underwriting and automated processing services, to its wholesalers and
managing general agents producing such business.


                                        4


<PAGE>
Life Reinsurance Segment

Life  Reinsurance.  The Company is engaged in the  reinsurance  of various  life
insurance products,  including term, whole and universal life, annuities,  group
long-term health and health products and provides financial  reinsurance to life
insurers.  Based  on  net  premiums  written,  life  reinsurance  accounted  for
approximately 18% of the Company's worldwide business in 1999.

With respect to life  reinsurance,  the Company  writes mostly on a direct basis
with  primary  insurers.   The  Company's  life  reinsurance  business  consists
principally of treaty business and is written generally on a pro-rata basis. The
Company's  domestic life  reinsurance  business is written in every state in the
United States. The Company's  international  life reinsurance  business services
worldwide markets,  including France,  Germany,  Greece,  Israel, Italy, Mexico,
Scandinavia,  Singapore,  Spain  and the  United  Kingdom.  For the  year  ended
December  31,  1999,  approximately  66% of  the  Company's  international  life
reinsurance net premiums written were for traditional life reinsurance, with the
balance for healthcare reinsurance.

The Company  believes  that  increases in life  expectancy,  decreases in public
funding for social programs in Europe and  deregulation of the life  reinsurance
markets in Europe and Japan present  increased  opportunities  for the Company's
life  reinsurance  business  line.

Financial  Reinsurance.  Financial  reinsurance  does not  transfer  significant
underwriting  risk to the  reinsurer  and is designed  primarily  to enhance the
current  statutory surplus of the ceding company while reducing future statutory
earnings as amounts are repaid to the reinsurer.  This financial  transaction is
effectively  collateralized  by anticipated  future income streams from selected
insurance policies.  The Company writes financial  reinsurance on a direct basis
and through  brokers and generally only for companies with credit ratings of not
less  than "A" at the  inception  of the  reinsurance  contract  and that have a
minimum  capital and surplus of $15 million.  The two  principal  categories  of
transactions are financial reinsurance and financial risk reinsurance. Financial
reinsurance  typically  has a duration  of three to five years.  Financial  risk
reinsurance  represents a longer term traditional risk sharing arrangement where
reinsurance  is provided  on  existing  portfolios  of  in-force  business.  The
Company's  focus in the  past  year has been on  expanding  the  financial  risk
reinsurance line.


Property and Casualty Reserves for Unpaid Claims and Claim Expenses

The  Company's  insurance/reinsurance  subsidiaries  maintain  reserves to cover
their  estimated  ultimate  liability for unpaid claims and claim  expenses with
respect  to  reported  and  unreported  claims  incurred  as of the  end of each
accounting  period (net of estimated  related salvage and  subrogation  claims).
These reserves are estimates that involve actuarial and statistical  projections
of the expected cost of the ultimate  settlement  and  administration  of unpaid
claims based on facts and circumstances  then known,  estimates of future trends
in claims severity and other variable factors such as inflation and new concepts
of  liability.  The inherent  uncertainties  of  estimating  claim  reserves are
exacerbated for reinsurers by the significant  periods of time that often elapse
between the  occurrence of an insured  claim,  the reporting of the claim to the
primary insurer and,  ultimately,  to the reinsurer,  and the primary  insurer's
payment of that claim and subsequent indemnification by the reinsurer (i.e., the
"tail").  As a  consequence,  actual claims and claim expenses paid may deviate,
perhaps  substantially,  from  estimates  reflected in the insurance  companies'
reserves in their  financial  statements.  Adjustments  to  previously  reported
reserves for net claims and claim expenses are  considered  changes in estimates
for  accounting  purposes and are reflected in the  financial  statements in the
period in which the adjustment occurs.


                                        5


<PAGE>
When a claim is  reported  to a ceding  company,  the  ceding  company's  claims
personnel  establish a "case  reserve" for the estimated  amount of the ultimate
payment.  The estimate reflects the informed judgment of such personnel based on
general  insurance  reserving  practices and on the  experience and knowledge of
such personnel regarding the nature and value of the specific type of claim. The
Company, in turn,  typically  establishes a case reserve when it receives notice
of a claim from the ceding  company.  Such reserves are based on an  independent
evaluation  by the  Company's  claims  departments,  taking  into  consideration
coverage,  liability,  severity of injury or damage, jurisdiction, an assessment
of the ceding company's  ability to evaluate and handle the claim and the amount
of reserves  recommended  by the ceding  company.  Case  reserves  are  adjusted
periodically  by the claims  departments  based on subsequent  developments  and
audits of ceding companies.

In accordance with GAAP, the Company also maintains reserves for claims incurred
but not reported  ("IBNR").  Such reserves are established to provide for future
case  reserves  and loss  payments  on  incurred  claims  that have not yet been
reported to an insurer or reinsurer.  In calculating IBNR reserves,  the Company
uses generally  accepted actuarial  reserving  techniques that take into account
quantitative loss experience data, together with, where appropriate, qualitative
factors.  IBNR  reserves are based on claim  experience  and are grouped both by
class of business and by accident year.  IBNR reserves are also adjusted to take
into  account  certain  additional  factors,  such as  changes  in the volume of
business  written,  reinsurance  contract  terms  and  conditions,  the  mix  of
business,  claims  processing and inflation,  that can be expected to affect the
Company's liability for claims over time.

The  potential  for  adverse  development  of the  Company's  reserves  for  its
international business, as compared to that of its domestic business, is reduced
because the international  operations have a relatively low proportion of longer
tail exposures.

Reserve Development. The development of the Company's net balance sheet property
and casualty liabilities for unpaid claims and claim expenses for accident years
1989 through 1999 is summarized in the following table.

Net  Liability.  The first row of data shows the  estimated  net  liability  for
unpaid claims and claim expenses at December 31 for each year from 1989 to 1999.
The liability includes both case and IBNR reserves as of each year-end date, net
of anticipated recoveries from other reinsurers.  The rows immediately following
the first row of data show  cumulative paid data at December 31, as of one year,
two years, ..., 10 years of subsequent payments.

Net Liability Re-estimated. The middle rows of data show the re-estimated amount
for previously  reported net liability based on experience as of the end of each
subsequent calendar year's results. This estimate is changed as more information
becomes known about the underlying  claims for individual  years. The cumulative
redundancy  (deficiency)  shown in the  table is the  aggregate  net  change  in
estimates over the period of years  subsequent to the calendar year reflected at
the top of the  respective  columns.  The amount in the line titled  "Redundancy
(Deficiency) at December 31, 1999," represents for each calendar year (the "Base
Year")  the  aggregate  change in (i) the  Company's  original  estimate  of net
liability  for  unpaid  claims  and claim  expenses  for all years  prior to and
including  the Base  Year  compared  to (ii)  the  Company's  re-estimate  as of
December 31, 1999, of net liability for unpaid claims and claim expenses for all
years prior to and including the Base Year. A redundancy means that the original
estimate  was  greater  than the  re-estimate  and a  deficiency  means that the
original  estimate  was  less  than  the  re-estimate.




                                        6


<PAGE>
<TABLE>
<CAPTION>
                                              Changes in Historical Reserves for Unpaid Claims and Claim Expenses
                                                  For the Last Ten Years - GAAP Basis as of December 31, 1999

                                                                    Year ended December 31,
                            --------------------------------------------------------------------------------------------------------
(In millions)                1989     1990     1991      1992      1993      1994      1995      1996      1997      1998    1999
                            --------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>      <C>      <C>       <C>       <C>       <C>       <C>        <C>      <C>      <C>

Net liability for unpaid
   claims and claim
   expenses                 $3,338   $3,579   $3,596   $3,991    $4,525    $5,071    $9,351    $9,458    $9,114   $12,495   $13,210
Paid (cumulative) as of:
One year later.........        706      747      665      802       949     1,115     1,964     1,949     2,176     2,867       ---
Two years later........      1,125    1,119    1,103    1,274     1,602     1,804     3,130     3,189     3,241       ---       ---
Three years later......      1,469    1,524    1,499    1,739     2,054     2,341     3,933     3,881       ---       ---       ---
Four years later.......      1,746    1,772    1,784    2,036     2,424     2,708     4,464       ---       ---       ---       ---
Five years later.......      1,929    1,989    2,008    2,293     2,690     2,988       ---       ---       ---       ---       ---
Six years later........      2,072    2,173    2,208    2,485     2,952       ---       ---       ---       ---       ---       ---
Seven years later......      2,229    2,348    2,362    2,688       ---       ---       ---       ---       ---       ---       ---
Eight years later......      2,380    2,482    2,531      ---       ---       ---       ---       ---       ---       ---       ---
Nine years later.......      2,495    2,630      ---      ---       ---       ---       ---       ---       ---       ---       ---
Ten years later........      2,629      ---      ---      ---       ---       ---       ---       ---       ---       ---       ---

Net liability
   re-estimated as of:
One year later.........     $3,390   $3,616   $3,625   $3,919     $4,612   $5,173    $9,192    $9,229    $9,179   $12,410       ---
Two years later........      3,482    3,583    3,587    4,066      4,656    5,313     8,959     9,127     8,655       ---       ---
Three years later......      3,462    3,564    3,701    4,095      4,793    5,256     8,907     8,549       ---       ---       ---
Four years later.......      3,472    3,654    3,687    4,238      4,747    5,155     8,392       ---       ---       ---       ---
Five years later.......      3,537    3,635    3,818    4,154      4,668    4,902       ---       ---       ---       ---       ---
Six years later........      3,521    3,758    3,771    4,075      4,487      ---       ---       ---       ---       ---       ---
Seven years later......      3,626    3,734    3,711    3,942        ---      ---       ---       ---       ---       ---       ---
Eight years later......      3,608    3,674    3,592      ---        ---      ---       ---       ---       ---       ---       ---
Nine years later.......      3,567    3,565      ---      ---        ---      ---       ---       ---       ---       ---       ---
Ten years later........      3,479      ---      ---      ---        ---      ---       ---       ---       ---       ---       ---
Redundancy (Deficiency)
   at December 31, 1999       (141)      14        4       49        38       169       959       909       459        85       ---
Effect of foreign
   exchange (1)                  6      (38)     (41)     (14)       12       (36)     (467)     (402)     (122)     (323)      ---
                            ------   ------   ------   ------    ------    ------    ------    ------    ------    ------   -------
Redundancy (Deficiency)
   at December 31, 1999,
   excluding foreign
   exchange                 $ (135)  $  (24)  $  (37)   $  35    $   50    $  133    $  492    $  507    $  337   $  (238)  $   ---
                            ======   ======   ======    =====    ======    ======    ======    ======    ======   =======   =======
</TABLE>

<TABLE>
<CAPTION>
(In millions)                                            1992      1993      1994      1995      1996      1997      1998     1999
                                                       -----------------------------------------------------------------------------
<S>                                                       <C>       <C>       <C>       <C>       <C>       <C>       <C>      <C>

Balance at December 31 - gross......................... $4,815    $5,312    $6,020   $11,145   $10,869   $10,936   $15,342  $17,435
Less reinsurance recoverables..........................   (824)     (787)     (949)   (1,794)   (1,411)   (1,822)   (2,847)  (4,225)
                                                        ------    ------    ------   -------   -------   -------   -------  -------
Balance at December 31 - net...........................  3,991     4,525     5,071     9,351     9,458     9,114    12,495   13,210
                                                        ------    ------    ------   -------   -------   -------   -------  -------
Latest re-estimated liability - gross..................  4,967     5,471     5,926     9,967    10,044    10,421    15,569      ---
Less re-estimated reinsurance recoverables............. (1,025)     (984)   (1,024)   (1,575)   (1,495)   (1,766)   (3,159)     ---
                                                        ------    ------    ------   -------   -------   -------   -------  -------
Latest re-estimated liability - net....................  3,942     4,487     4,902     8,392     8,549     8,655    12,410      ---
                                                        ------    ------    ------   -------   -------   -------   -------  -------
Gross redundancy (deficiency)..........................   (152)     (159)       94     1,178       825       515      (227)     ---
Effect of foreign exchange (1).........................    (14)       13       (37)     (576)     (487)     (157)     (473)     ---
                                                        ------    ------    ------   -------   -------   -------   -------  -------
Gross redundancy (deficiency), excluding foreign
exchange............................................... $ (166)   $ (146)   $   57   $   602   $   338   $   358   $  (700) $   ---
                                                        ======    ======    ======   =======   =======   =======   =======  =======
</TABLE>

(1)  The  results of the  Company's  international  operations  translated  from
     functional  currencies  into U.S.  dollars are included  with the Company's
     U.S.   underwriting   operations  in  this  table.   The  foreign  currency
     translation impact on the cumulative  redundancy  (deficiency)  arises from
     the  difference  between  reserve  developments  translated at the exchange
     rates at the end of the  year in  which  the  liabilities  were  originally
     estimated  and the  exchange  rates  at the end of the  year in  which  the
     liabilities were re-estimated.


Note:  For a description of the purpose of the above table and the various table
sections,  please refer to the immediately  preceding  section entitled "Reserve
Development."


                                        7

<PAGE>
A number of major  trends  that  occurred  within the  insurance  industry,  the
economy in general and several  Company-specific  factors have had a significant
effect on the Company's  liabilities for unpaid claims and claim expenses during
the period covered by the preceding  table. The claims and claim expense reserve
deficiencies  developed  to December 31,  1999,  as  reflected in the  preceding
table,  included reserve  deficiencies of approximately  $52 million in 1989 and
$21 million in 1990  related to the general  liability  business on the books of
Puritan  Excess  and  Surplus  Lines  Insurance  Company  ("PESLIC")  before the
Company's  acquisition of PESLIC in 1994. Prior to 1994,  PESLIC was owned by GE
Capital Corporation.  Additionally,  beginning in 1985, the Company strengthened
the reserves for its excess  liability  and workers'  compensation  business for
qualified self-insured  employers.  Claims and claim expense reserve development
in the mid 1980's in these  businesses  reflected the  inadequate  premium rates
which resulted from intense competition in the market during that period.

In the  late  1980's,  the  reinsurance  market  generally  reacted  to the rate
deficiencies and the resulting  claims and claim expense reserve  development by
increasing rates and strengthening  claims and claim expense  reserves.  This is
reflected,  with respect to the Company, in the significant  improvements in the
overall  reserve  adequacy in most of the recent years.  The increase in reserve
redundancies  indicated for 1995 through 1997 is  attributable  to the favorable
claim environment that existed during that period.

The indicated  deficiency in the 1998 reserve position is attributable to higher
than  normal  claim and claim  expense  development  across a number of lines of
business, including  property  coverages (which was most highly impacted by much
higher than expected industry-wide  losses with  respect to Hurricane  Georges),
long-term disability and communications/media liability.

To a lesser  degree,  development  of  asbestos  and  environmental  claims  has
affected the Company's  results.  Higher than anticipated levels of inflation in
certain  lines of  reinsurance  businesses  has also had an  adverse  effect  on
liabilities  for  claims  and  claim  expenses,  particularly  in excess of loss
reinsurance.  Partially offsetting the above factors is favorable development in
recent  years  in  medical  professional   liability  and  facultative  casualty
businesses, as well as an increase in net retentions by ceding companies.

The Company's  reconciliation  of its beginning and ending property and casualty
reserves for unpaid  claims and claim  expenses on a GAAP basis is summarized as
follows:

<TABLE>
<CAPTION>
                                                      Year ended December 31,
                                                 ----------------------------------
(In millions)                                      1999         1998         1997
                                                 ----------------------------------
<S>                                                 <C>          <C>          <C>

Balance at January 1 - gross.................... $15,342      $10,936      $10,869
Less reinsurance recoverables...................  (2,847)      (1,822)      (1,411)
                                                 -------      -------      -------
Balance at January 1 - net......................  12,495        9,114        9,458
                                                 -------      -------      -------

Claims and expenses incurred:
   Current year.................................   4,162        3,286        2,438
   Prior years..................................     233         (126)          71
                                                 -------      -------      -------
                                                   4,395        3,160        2,509
                                                 -------      -------      -------

Claims and expenses paid:
   Current year.................................  (1,228)      (1,074)        (612)
   Prior years..................................  (2,867)      (2,176)      (1,949)
                                                 -------      -------      -------
                                                  (4,095)      (3,250)      (2,561)
                                                 -------      -------      -------

Claim reserves related to acquired companies....     793        3,470            -

Claim reserves related to disposed companies....    (202)           -            -

Foreign exchange and other......................    (176)           1         (292)
                                                 -------      -------      -------
Balance at December 31 - net....................  13,210       12,495        9,114
Add reinsurance recoverables....................   4,225        2,847        1,822
                                                 -------      -------      -------
Balance at December 31 - gross.................. $17,435      $15,342      $10,936
                                                 =======      =======      =======
</TABLE>

The  liabilities  for claims and claim  expenses in the preceding  table include
long-term  disability  claims  that are  discounted  at a 6% rate for all  years
presented. As a result of discounting the Company's long-term disability claims,
total  liabilities  for  claims  and  claim  expenses  have been  reduced  by an
estimated  2% at December  31, 1999 and 1998.  The  amortization  of discount is
included in current  operating  results as part of the development of prior year
liabilities.
                                        8


<PAGE>
Long-term disability discounts accrued as a percentage of claims, claim expenses
and policy  benefits were less than 1% for the years ended December 31, 1999 and
1998 and  approximately  1% for the year  ended  December  31,  1997.  Discounts
amoritized as a percentage of claims,  claim  expenses and policy  benefits were
less than 1% for the years ended December 31, 1999 and 1998 and approximately 1%
for the year ended December 31, 1997.

The Company's  reconciliation  of its property and casualty  reserves for unpaid
claims and claim expenses  between  statutory basis and GAAP basis is summarized
as follows:

<TABLE>
<CAPTION>
                                                                December 31,
                                                      ---------------------------------
(In millions)                                           1999         1998         1997
                                                      ---------------------------------
<S>                                                      <C>         <C>          <C>

Statutory basis reserves for U.S. companies - net.... $ 7,204     $ 7,679      $ 5,527
Adjustments to GAAP basis (1)........................     636         667         (118)
                                                      -------     -------      -------
GAAP basis reserves for U.S. companies - net.........   7,840       8,346        5,409
GAAP basis reserves for non-U.S. companies - net.....   5,370       4,149        3,705
                                                      -------     -------      -------
Total GAAP basis reserves - net......................  13,210      12,495        9,114
Add reinsurance recoverables.........................   4,225       2,847        1,822
                                                      -------     -------      -------
GAAP basis reserves - gross.......................... $17,435     $15,342      $10,936
                                                      =======     =======      =======
</TABLE>

(1)  Statutory  basis  reserve  offsets and  reserves  reclassified  to contract
     deposit  assets or  liabilities based  on risk transfer  provisions of SFAS
     No. 113.

Asbestos and  Environmental  Exposure.  Included in the Company's  liability for
claims  and claim  expenses  are  liabilities  for  asbestos  and  environmental
exposures.  These claims and claim  expenses are  primarily  related to policies
written  prior  to 1986 as the  policies  written  since  1986  have  tended  to
explicitly  exclude asbestos and  environmental  risks from coverage and most of
the asbestos and environmental  exposures arise from risks located in the United
States.  During 1997,  the  Company's  international  operations  completed  the
initial process of identifying  asbestos and environmental  claims that had been
reserved in prior periods but were  initially  aggregated  and coded under other
general lines of business rather than being specifically  identified as asbestos
and environmental claims.

The three-year  development of claims and claim expense reserves associated with
the  Company's  asbestos  and  environmental  claims,  including  case  and IBNR
reserves, is summarized as follows:

<TABLE>
<CAPTION>
                                                     Year ended December 31,
                                                 -------------------------------
(In millions)                                     1999        1998         1997
                                                 -------------------------------
<S>                                               <C>          <C>         <C>

Balance at January 1 - gross....................  $995        $462         $368
Less reinsurance recoverables...................  (206)       (193)        (174)
                                                  ----        ----         ----
Balance at January 1 - net......................   789         269          194

Claims and expenses incurred....................    (7)         35           54
Claim identification and IBNR allocation........     -           -           43 (1)
Claims and expenses paid........................  (210)        (39)         (22)
Claim reserves related to acquired companies....    33         524            -
                                                  ----        ----         ----

Balance at December 31 - net....................   605         789          269
Add reinsurance recoverables....................   195         206          193
                                                  ----        ----         ----
Balance at December 31 - gross..................  $800        $995         $462
                                                  ====        ====         ====
</TABLE>

(1)  Prior to 1997,  the  Company's  international  operations  were  unable  to
     identify and segregate recorded claim reserves that related to asbestos and
     environmental exposures as they were grouped with claim reserves in various
     lines of business such as general liability. Beginning in 1997, the Company
     began  identifying and segregating  the asbestos and  environmental  claims
     related to its international operations.




                                        9
<PAGE>

The amounts on the  preceding  page are  management's  best  estimate,  based on
currently  available  information,  of claims  and claim  expense  payments  and
recoveries that are expected to develop in future years.

The  Company  monitors  evolving  case law and its  effect  on  asbestos-related
illness and toxic waste cleanup claims. Changing domestic and foreign government
regulations and legislation, including continuing congressional consideration of
federal Superfund law, newly reported claims, new contract  interpretations  and
other factors could  significantly  affect future claim  development.  While the
Company has recorded its best estimate of its liabilities  for  asbestos-related
illness and toxic waste cleanup claims based on currently available information,
it is possible that additional  liabilities  may arise in the future.  It is not
possible to estimate with any certainty the amount of additional  net claims and
claim expenses,  or the range of net claims and claim expenses,  if any, that is
reasonably  possible;   therefore,   there  can  be  no  assurance  that  future
liabilities  will not  materially  affect the Company's  results of  operations,
financial position or cash flows.

Other Mass Tort Exposures. In addition to asbestos and environmental  exposures,
the Company  also may have  exposures  to other mass torts  involving  primarily
product  liability  issues  such as  tobacco  products,  gun  manufacturers  and
silicone breast implants.  The Company has, in the past,  generally  avoided the
products  liability  reinsurance  business,  and,  based on currently  available
information, future liabilities resulting from these matters are not expected to
be material to the Company's results of operations,  financial  position or cash
flows.

Life and Health  Reserves for Future Policy  Benefits and  Accumulated  Contract
   Values

Future policy benefits for  traditional  life and health  reinsurance  contracts
represent  the  present  value of such  benefits  based on  mortality  and other
assumptions  which were  appropriate at the time the policies were issued or, in
the event the policies were acquired by the Company from another insurer, at the
date of acquisition.  Interest rate  assumptions used in calculating the present
value  generally  ranged  from 3.00% to 8.50% per annum at  December  31,  1999.
Payments  received  from sales of universal  life and  investment  contracts are
recognized by providing  liabilities equal to the accumulated contract values of
the policyholders' contracts. Interest rates credited to such universal life and
investment  contracts are generally  guaranteed for a specified time period with
renewal rates  determined by the Company.  Such crediting  interest rates ranged
from 3.00% to 9.00% per annum in 1999.

Regulatory Matters

GE Global  Insurance  and its domestic  subsidiaries  are subject to  regulation
under the insurance statutes,  including insurance holding company statutes,  of
various  states,   including  Missouri,   Kansas,   Illinois  and  Indiana,  the
domiciliary states of GE Global Insurance's principal domestic insurance company
subsidiaries.   The   international   subsidiaries   of  Employers   Reinsurance
Corporation (the "ERC Frankona Group") are subject to regulation under insurance
statutes of various foreign countries.

General.   The  regulation  and  supervision  to  which  GE  Global  Insurance's
subsidiaries  are  subject  relate   primarily  to  licensing   requirements  of
reinsurers,  the  standards  of solvency  that must be met and  maintained,  the
amount of  dividends  that may be paid by such  subsidiaries,  the nature of and
limitations  on  investments,  restrictions  on the  size of  risks  that may be
insured  or  reinsured,  deposits  of  securities  for  the  benefit  of  ceding
companies,  periodic  examinations  of the  financial  condition  and affairs of
reinsurers,  the form and content of financial  statements  required to be filed
with regulatory authorities and reserves for unearned premiums, losses and other
purposes.  In  general,  such  regulation  is for the  protection  of the ceding
companies and, ultimately, their policyholders,  rather than security holders of
the  regulated  reinsurer.  GE Global  Insurance  believes  it is,  and that its
subsidiaries   are,  in  material   compliance  with  all  applicable  laws  and
regulations pertaining to their business and operations.

U.S.  Insurance  Regulation.  U.S.  domestic  property  and  casualty  and  life
insurers,  including  reinsurers,  are subject to  regulation by their states of
domicile  and by those states in which they are  licensed.  The rates and policy
terms of primary  insurance  policies  generally are closely  regulated by state
insurance departments.  While reinsurance is not regulated as closely as primary
insurance,  some states do impose  control over certain terms and  conditions of
reinsurance  agreements by virtue of their authority to grant or deny credit for
ceded reinsurance by its domiciled primary insurers. In addition, as a practical
matter, the rates permitted to be charged by primary insurers can have an effect
on the rates that are charged by reinsurers.


                                       10


<PAGE>


Risk-Based Capital. The National Association of Insurance Commissioners ("NAIC")
has adopted minimum risk-based capital  requirements to evaluate the adequacy of
statutory  capital  and surplus in relation  to an  insurance  company's  risks.
Regulatory compliance with risk-based capital requirements is defined by a ratio
of a company's regulatory total adjusted capital to its authorized control level
risk-based  capital,  as defined by the NAIC.  At December 31, 1999,  each of GE
Global Insurance's domestic insurance company subsidiaries  exceeded the minimum
risk-based capital requirements.

Insurance  Holding Company  Regulations.  The insurance holding company laws and
regulations vary from state to state, but generally require an insurance holding
company to register with its domiciliary  state insurance  regulatory agency and
file certain  reports that include  current  information  concerning the capital
structure,  ownership,  management,  financial  condition  and general  business
operations of the insurance holding company and its subsidiary insurers that are
licensed in the state.  State insurance  holding  company laws and  regulations,
with  respect to domestic  insurers,  also require  prior  notice or  regulatory
approval  of changes in control  of an  insurer or its  holding  company  and of
material inter-affiliate transactions within the holding company structure.

Dividends by  Subsidiaries.  Because the  operations of GE Global  Insurance are
conducted primarily through Employers Reinsurance Corporation ("ERC"), GE Re and
Medical  Protective,  GE Global  Insurance  is  dependent  upon  dividends,  tax
allocation and other payments  primarily from ERC, GE Re and Medical  Protective
to service its debt and meet its other obligations. The payment of dividends and
other payments to GE Global  Insurance by ERC, GE Re and Medical  Protective are
subject to limitations  imposed by the Missouri,  Illinois and Indiana Insurance
Codes,  respectively.  The payment of  dividends  to ERC by its  principal  life
reinsurance  subsidiaries,   Employers  Reassurance  Corporation  and  ERC  Life
Reinsurance  Corporation,  are subject to limitations  imposed by the Kansas and
Missouri Insurance Codes, respectively.  No prediction can be made as to whether
any  legislative  proposals  relating  to  dividend  rules in Kansas,  Missouri,
Illinois or Indiana will be made, whether any such legislative  proposal will be
adopted in the future,  or the effect,  if any, any such proposal  would have on
the Company.

The maximum  amount  available  for the payment of dividends  during 2000 by ERC
without prior  regulatory  approval is $294 million after  December 29, 2000. Of
this amount,  $88 million is committed to pay dividends on the  preferred  stock
issued  by ERC to GE  Capital  Corporation.  GE Re will  not be able to make any
dividend  payments  during 2000  without the prior  approval of the  Director of
Insurance  for the State of  Illinois.  The  maximum  amount  available  for the
payment of dividends during 2000 by Medical  Protective without prior regulatory
approval is $66 million after December 17, 2000.

International Regulations. Based on 1999 net premiums written, approximately 44%
of the Company's business is carried on outside of the United States. The degree
of regulation and  supervision in foreign  jurisdictions  varies from minimal in
some to stringent in others.  Licenses issued by foreign  authorities to the ERC
Frankona Group are subject to  modification  or revocation by such  authorities,
and such subsidiaries could be prevented from conducting  business in certain of
the jurisdictions  where they currently  operate.  In the past, the ERC Frankona
Group has been allowed to modify their  operations to conform with new licensing
requirements   in  all   jurisdictions   that  are  material  to  the  Company's
international operations.

In addition to licensing  requirements,  the ERC Frankona  Group is regulated in
various  jurisdictions  with respect to, among other  things,  currency,  policy
language  and terms,  methods of  accounting  and  auditing,  amount and type of
security  deposits,  amount  and  type of  reserves,  amount  and  type of local
investment  and  the  share  of  profits  to be  returned  to  policyholders  on
participating policies. Regulations governing constitution of technical reserves
(including  equalization reserves) in some countries could hinder the remittance
of profits and repatriation of assets and the payment of dividends; however, the
Company does not believe that these  regulations  will have a material impact on
the ERC Frankona Group's operations.


                                       11


<PAGE>
Item 2.  Properties.

The Company conducts business from various facilities, most of which are leased.
In  addition,  the Company  owns its  administrative  offices in Overland  Park,
Kansas, Fort Wayne, Indiana, Copenhagen, Denmark and Munich, Germany.


Item 3.  Legal Proceedings.

There are no pending legal  proceedings  beyond the ordinary  course of business
that in the opinion of the Company's management,  based on information available
at the  date of  this  report,  would  have a  material  adverse  effect  on the
Company's consolidated results of operation or financial condition.


Item 4.  Submission of Matters to a Vote of Security Holders.

Omitted


                                     PART II


Item 5.  Market  for the  Registrant's  Common  Equity and  Related  Stockholder
            Matters.

All of the common stock of GE Global Insurance,  its sole class of common equity
on the date hereof,  is owned by GE Capital Services.  Accordingly,  there is no
public trading market for the Company's common equity.  GE Global Insurance paid
dividends on its common stock on December 28, 1999 of $243 million.


Item 6.  Selected Financial Data.

<TABLE>
<CAPTION>
                           Consolidated Financial Data

                                                                 Year ended December 31,
                                               ------------------------------------------------------------
(In millions)                                     1999         1998         1997         1996         1995
                                               ------------------------------------------------------------
<S>                                               <C>          <C>          <C>          <C>          <C>

Total revenues................................  $ 9,031     $ 7,203      $ 5,784      $ 5,751      $ 4,798
Net premiums written..........................    7,147       5,984        4,545        4,573        3,561
Net investment income.........................    1,151         985          910          837          676
Net realized gains on investments.............      699         432          303          223          191
Earnings before income taxes..................      988       1,070          882          780          561
Net earnings..................................      720         779          648          567          437
Total investments.............................   21,539      21,987       18,343       16,479       15,394
Total assets..................................   37,561      35,047       27,532       25,388       25,613
Stockholder's equity..........................  $ 5,575     $ 6,020      $ 5,374      $ 4,760      $ 4,191
Return on equity (average)....................     12.4%       13.7%        12.8%        12.7%        12.6%
Stockholder's equity, excluding unrealized
   gains (losses) on investment securities....  $ 5,524     $ 5,088      $ 4,628      $ 4,260      $ 3,755
Return on equity (average), excluding
   unrealized gains (losses) on investment
   securities.................................     13.6%       16.0%        14.6%        14.1%        13.2%
</TABLE>


                                       12


<PAGE>
Item 7.  Management's Discussion and Analysis of Financial Condition and Results
            of Operations

Overview

Year Ended December 31, 1999 Compared to Year Ended December 31, 1998

Net  premiums  written  increased  $1,163  million  or  19% in  1999,  primarily
attributable  to inclusion of a full year of operating  activity for the October
1998 acquisitions of GE Re and Medical Protective, the March 1999 acquisition of
Eagle Star Re and core  growth in  various  product  lines.  This  increase  was
partially  offset by continued  competitive  market  conditions,  an increase in
contingently  payable  ceded  premiums  relating  to recorded  recoveries  under
aggregate  excess  retrocession  programs  and the  impact of  foreign  currency
translation in connection with the  strengthening of the U.S. dollar compared to
most major European currencies.

Net  earnings  decreased  $59  million or 8% in 1999,  including  an increase in
after-tax net realized gains on investments of $176 million. Excluding after-tax
net realized gains on investments, net earnings decreased $235 million or 46% in
1999.  This  decrease  was  primarily  attributable  to  increased  property and
casualty-related  losses  related to the  frequency  and  severity of large loss
events  occurring in 1999 as compared  to 1998 and, to a lesser  extent, adverse
development  on prior year  recorded  losses.  Large loss events are  individual
events  that,  after  specific   reinsurance   recoveries  and  related  premium
adjustments,  affect  operations by $2 million or more,  and include losses from
earthquakes,  aviation or railroad  accidents,  fire damage, and weather-related
damage from hurricanes,  tornadoes,  wind and ice. Large loss events amounted to
approximately  $720  million in 1999,  as  compared to $230  million in 1998.  A
portion of the 1999 losses was recovered  under  aggregate  excess  retrocession
coverages obtained in the ordinary course of business. This increase in property
and  casualty-related  losses was partially offset by a $166 million increase in
net investment income,  primarily due to growth in the investment portfolio as a
result of acquisitions, and a $134 million increase in other revenues, primarily
due to acquisitions,  equity-method investments and a gain on disposition of the
Company's  reinsurance  brokerage  subsidiary.  An increase in underwriting  and
operating expenses associated with acquisitions and continued competitive market
conditions also contributed to the deterioration in underwriting results.
Year Ended December 31, 1998 Compared to Year Ended December 31, 1997

Net  premiums  written  increased  $1,439  million  or  32% in  1998,  primarily
attributable  to growth in various  product  lines,  including  new property and
casualty  business  associated  with the  acquisition  of the renewal  rights of
business from IRI and Coregis and the acquisitions of Medical  Protective and GE
Re. This increase was  partially  offset by three  significant  quota share life
reinsurance contracts obtained in 1997 that did not recur in 1998, the impact of
foreign currency  translation in association with the  strengthening of the U.S.
dollar and continued competitive market conditions.

Net earnings  increased  $131  million or 20% in 1998,  including an increase in
after-tax net realized gains on investments of $75 million.  Excluding after-tax
net realized gains on investments,  net earnings increased $56 million or 12% in
1998. This increase was primarily  attributable to a $75 million increase in net
investment  income,  primarily due to the acquisitions of Medical Protective and
GE Re and  continued  growth in the  investment  portfolios,  and a $47  million
increase in other revenues,  primarily due to an increase in revenues  generated
from  investment-related  life  reinsurance  products and financial  reinsurance
transactions.   These   increases  were  partially   offset  by  a  decrease  in
underwriting  results reflecting  increased  underwriting and operating expenses
associated with the acquisitions and continued competitive market conditions.







                                       13


<PAGE>
Domestic Property and Casualty Business

<TABLE>
<CAPTION>
                                                    Year ended December 31,
                                                 -------------------------------
(In millions)                                      1999        1998        1997
                                                 -------------------------------
<S>                                                <C>         <C>         <C>

Net premiums written............................ $3,370      $2,499      $1,809
Net underwriting loss...........................   (423)        (58)        (64)
Net investment income...........................    513         419         389
Earnings before income taxes....................    533         601         489
Net realized gains on investments...............    516         311         212
Earnings before income taxes, excluding
   net realized gains on investments............     17         290         277
GAAP ratios (1):
   GAAP claims and claim expense ratio..........   79.5%       68.9%       70.8%
   GAAP underwriting expense ratio..............   33.6%       33.6%       33.0%
                                                  -----       -----       -----
   GAAP combined ratio..........................  113.1%      102.5%      103.8%
                                                  =====       =====       =====
</TABLE>

(1)  Represents  data for the applicable  periods  calculated in accordance with
     GAAP.  Claims and claim expense ratio represents  incurred claims and claim
     expenses  as  a  percentage  of net premiums  earned.  Underwriting expense
     ratio  represents   acquisition   costs  and  other  underwriting  expenses
     (excluding  amortization  of  intangibles,  interest  expense and  minority
     interest in net earnings of consolidated  subsidiaries)  as a percentage of
     net premiums  earned.  The combined ratio  represents the sum of the claims
     and claim expense ratio and the underwriting expense ratio.


Net  premiums  written  increased  $871  million  or  35%  in  1999,   primarily
attributable to the acquisitions of GE Re and Medical Protective and core growth
in various  product  lines,  partially  offset by continued  competitive  market
conditions and an increase in  contingently  payable ceded premiums  relating to
recorded recoveries under aggregate excess retrocession  programs.  Net premiums
written increased $690 million or 38% in 1998, primarily  attributable to growth
in  various  product  lines,   including  new  property  and  casualty  business
associated  with the  acquisition of the renewal rights of business from IRI and
Coregis and the acquisitions of GE Re and Medical  Protective,  partially offset
by continued competitive market conditions.

Typically,  the  underwriting  performance of property and casualty  business is
measured in terms of a combined ratio. The combined ratio is the sum of the loss
ratio  and  the  underwriting  expense  ratio,  with a  ratio  lower  than  100%
indicating an  underwriting  profit and a ratio greater than 100%  indicating an
underwriting  loss.  Although the combined  ratio has been greater than 100% for
the three years presented above, the operating results of  insurance/reinsurance
companies  include  net  investment  income  which  generally  yields an overall
operating  profit as  reflected  above in the caption  "Earnings  before  income
taxes, excluding net realized gains on investments."

The  significant  increase in the combined ratio in 1999 reflects an increase in
the  frequency  and  severity of large loss events  occurring in 1999 and,  to a
lesser  extent,  adverse  development on prior year recorded  losses.  The lower
combined ratio in 1998 primarily reflects a general reduction in incurred losses
caused by a decline  in both the  frequency  and  overall  severity  of  claims,
partially  offset  by  an  increase  in  hurricane  and  other   weather-related
catastrophe losses.

Net  investment  income  increased  $94  million  or  22%  in  1999,   primarily
attributable to inclusion of a full year of investment  activity in 1999 for the
1998 GE Re and Medical Protective acquisitions.  Net investment income increased
$30 million or 8% in 1998,  primarily  attributable to the acquisitions of GE Re
and Medical Protective and continued growth in the investment portfolios.

Earnings  before income  taxes,  excluding  net realized  gains on  investments,
decreased  $273  million  in 1999,  primarily  attributable  to the  significant
increase  in  the  combined  ratio,  partially  offset  by the  increase  in net
investment income discussed above.  Earnings before income taxes,  excluding net
realized gains on  investments,  increased $13 million or 5% in 1998,  primarily
attributable  to the  decrease  in the combined  ratio and the  increase  in net
investment income discussed above.


                                       14


<PAGE>
International Property and Casualty Business

<TABLE>
<CAPTION>
                                                     Year ended December 31,
                                                 -------------------------------
(In millions)                                     1999        1998        1997
                                                 -------------------------------
<S>                                                <C>         <C>         <C>

Net premiums written............................ $2,513      $2,389      $1,684
Net underwriting loss...........................   (238)        (31)        (64)
Net investment income...........................    340         286         292
Earnings before income taxes....................    211         312         241
Net realized gains on investments...............    101          87          48
Earnings before income taxes, excluding
   net realized gains on investments............    110         225         193
GAAP ratios (1):
   GAAP claims and claim expense ratio..........  76.3%        70.5%       70.1%
   GAAP underwriting expense ratio..............  33.6%        30.9%       33.4%
                                                 ------       -----       -----
   GAAP combined ratio.......................... 109.9%       101.4%      103.5%
                                                 ======       =====       =====
</TABLE>

(1)  Represents  data for the applicable  periods  calculated in accordance with
     GAAP. Claims and claim expense ratio represents  incurred claims and  claim
     expenses as a percentage of net premiums earned. Underwriting expense ratio
     represents acquisition  costs and other  underwriting  expenses  (excluding
     amortization of intangibles, interest expense and  minority interest in net
     earnings  of  consolidated  subsidiaries)  as a  percentage of net premiums
     earned. The combined  ratio represents  the sum  of  the  claims  and claim
     expense ratio and the underwriting expense ratio.


Net  premiums  written   increased  $124  million  or  5%  in  1999,   primarily
attributable  to the  acquisitions of Eagle Star Re and GE Re and core growth in
various  product  lines,   partially  offset  by  continued  competitive  market
conditions,  an increase in  contingently  payable  ceded  premiums  relating to
recorded recoveries under aggregate excess retrocession  programs and the impact
of foreign currency translation in connection with the strengthening of the U.S.
dollar  compared  to  most major  European  currencies.  Net   premiums  written
increased  $705  million  or 42% in 1998,  primarily  attributable  to growth in
various product lines,  including new property and casualty business  associated
with the  acquisition  of GE Re,  partially  offset  by the  impact  of  foreign
currency  translation in association  with  the strengthening of the U.S. dollar
and continued competitive market conditions.

Consistent with experience in the domestic property and casualty  business,  the
significant  increase in the combined  ratio in 1999 reflects an increase in the
frequency  and severity of large loss events occurring in 1999  and, to a lesser
extent,  adverse  development on prior year recorded losses.  The lower combined
ratio in 1998 primarily  reflects a general  reduction in incurred losses caused
by a decline in both the  frequency  and overall  severity of claims,  partially
offset  by  an  increase  in  aviation,   hurricane  and other   weather-related
catastrophe losses.

Net  investment  income  increased  $54  million  or  19%  in  1999,   primarily
attributable  to the  acquisitions  of GE Re and Eagle Star Re.  Net  investment
income  decreased  $6 million or 2% in 1998,  primarily  attributable  to market
conditions partially offset by the acquisition of GE Re.

Earnings  before income  taxes,  excluding  net realized  gains on  investments,
decreased $115 million or 51% in 1999, primarily attributable to the significant
increase  in  the  combined  ratio,  partially  offset  by the  increase  in net
investment income discussed above.  Earnings before income taxes,  excluding net
realized gains on investments,  increased $32 million or 17% in 1998,  primarily
attributable to the decrease in the combined ratio discussed above.


                                       15


<PAGE>
Life Reinsurance Business

<TABLE>
<CAPTION>
                                                       Year ended December 31,
                                                      --------------------------
(In millions)                                           1999     1998     1997
                                                      --------------------------
<S>                                                     <C>        <C>      <C>

Revenues.............................................  $1,789   $1,525   $1,283
Earnings before income taxes.........................     244      157      152
</TABLE>

Revenues,  which consist of net premiums  earned,  net  investment  income,  net
realized gains on investments and other revenues,  including fees generated from
investment-related   life   reinsurance   products  and  financial   reinsurance
transactions, increased $264 million or 17% in 1999. This increase was primarily
attributable  to  growth  in the  domestic  traditional  life  and  credit  life
business,  an increase in net realized gains on  investments  and fees generated
from  investment-related  life  reinsurance  products and financial  reinsurance
transactions.  Revenues  increased  $242  million  or  19%  in  1998,  primarily
attributable to growth in the traditional life and credit life business and fees
generated  from  investment-related  life  reinsurance  products  and  financial
reinsurance transactions.

Earnings before income taxes  increased $87 million or 55% in 1999,  including a
$48  million  increase  in net  realized  gains on  investments.  Excluding  net
realized  gains on  investments,  earnings  before  income taxes  increased  $39
million or 32% in 1999, primarily  attributable to an increase in net investment
income, primarily due to continued growth in the investment portfolios, and fees
generated  from  investment-related  life  reinsurance  products  and  financial
reinsurance  transactions.  Earnings before income taxes increased $5 million or
3%  in  1998,  including  a  $9  million  decrease  in  net  realized  gains  on
investments. Excluding net realized gains on investments, earnings before income
taxes  increased  $14  million  or 13% in  1998,  primarily  attributable  to an
increase in net  investment  income,  primarily  due to continued  growth in the
investment  portfolios,   and  fees  generated  from   investment-related   life
reinsurance products and financial reinsurance transactions.


Liquidity and Capital Resources

GE Global  Insurance's  ability to meet its obligations,  including debt service
and operating  expenses,  and pay dividends to its shareholder depends primarily
upon its  receipt of  sufficient  funds  from its  insurance  subsidiaries.  The
payment of  dividends  by ERC,  GE Re  and  Medical  Protective  are  subject to
restrictions set forth in the insurance laws of Missouri,  Illinois and Indiana,
respectively,  as  well  as  other  restrictions.  Historically,  the  Company's
liquidity  requirements have been met by funds provided from operations and from
the maturity and sales of investments.

Cash flows from  operating  activities,  which  primarily  consists  of premiums
collected  during  the  period in excess of  payments  made for claims and claim
expenses,   increased  $578  million  in  1999.   This  increase  was  primarily
attributable to a decrease in claim  settlements  relative to the  collection of
premiums,  somewhat offset by an increase in reinsurance  recoverables under the
Company's  aggregate  excess  retrocession  programs.  Cash flows from operating
activities decreased $586 million in 1998, primarily attributable to an increase
in claim  settlements  relative to the  collection  of  premiums,  the timing of
reinsurance settlements in association with catastrophe loss recoverables and an
increase  in  underwriting  and  operating  cash  outlays  associated  with  the
acquisition  of the  renewal  rights of  business  from IRI and  Coregis and the
acquisitions of Medical Protective and GE Re.

Cash flows used for investing  activities  activities  decreased $374 million in
1999, primarily attributable to a reduction in cash used to fund acquisitions in
1999 due to the 1998  acquisitions  of Medical  Protective  and GE Re,  somewhat
offset by a net increase in the purchases of investment  securities.  Cash flows
used  for  investing  activities  decreased  $423  million  in  1998,  primarily
attributable to an increase in the maturity and sales of investments,  partially
offset by the acquisitions of Medical Protective and GE Re.

Cash flows from financing  activities  decreased $733 million in 1999, primarily
attributable  to the large amount of 1998  proceeds  from short-term  borrowings
associated with the acquisitions of Medical  Protective and GE Re and the change
in  contract  deposit  liabilities  resulting  from the  1998  commutation  of a
significant  financial  reinsurance  treaty.  The $395 million  of proceeds from
long-term  borrowings in 1999 were used largely to repay  short-term  borrowings
made in 1998 under the  Company's  revolving  credit  agreement  with GE Capital
Services.  Cash flows from financing activities  increased $182 million in 1998,
primarily attributable to an increase in the proceeds from short-term borrowings
associated  with the  acquisitions  of Medical  Protective and GE Re,  partially


                                       16


<PAGE>
offset by the change in  contract deposits associated  with the commutation of a
financial reinsurance treaty and an increase in dividends paid to affiliates.

As of December  31,  1999,  the Company had a $625  million  note  payable to GE
Capital  Corporation  (which carries an annual interest rate equal to GE Capital
Corporation's  cost of funds) under an interim loan  agreement  that was used to
fund its acquisition of Medical Protective.

In addition,  the Company has a one-year $600 million revolving credit agreement
with GE Capital  Services  which  enables  the Company to borrow from GE Capital
Services at an interest  rate per annum  equal to GE Capital  Services'  cost of
funds  for a one year  period.  The  agreement  is  automatically  extended  for
successive terms of one year each unless  terminated in accordance with terms of
the agreement.


Investments

General. The Company follows a conservative  investment strategy that emphasizes
maintaining  a high quality  investment  portfolio.  The primary goals include a
growing stream of investment income and improving total investment returns.  All
investments are administered  under  guidelines  established and approved by the
Company's Board of Directors.  The Company's  guidelines  specify credit quality
and  concentration   limits  with  respect  to  both fixed  maturity and  equity
securities.

In structuring its fixed maturity portfolios, the Company considers the duration
of its  assets  and  claims and claim  expense  reserves.  Most  fixed  maturity
portfolios have total return  benchmarks  against which relative  performance is
measured. The total return benchmarks include investment income and realized and
unrealized  gains and losses on investments.  Equity funds are managed for total
return and performance is measured against equity benchmarks.

On a worldwide basis, based on data as of December 31, 1999, the Company manages
68% of its  investments  internally.  General  Electric  Investment  Corporation
manages an  additional  16% of the  Company's  investments,  and the  balance is
managed by unaffiliated outside managers.

The Company's investment results are summarized as follows:

<TABLE>
<CAPTION>
                                                             Year ended December 31,
                                               ---------------------------------------------------
(In millions)                                    1999       1998       1997       1996      1995
                                               ---------------------------------------------------
<S>                                               <C>        <C>        <C>       <C>        <C>

Average invested assets (at cost)............. $20,940    $18,794    $16,417    $15,195   $12,153
Net investment income.........................   1,151        985        910        837       676
Net effective yield...........................     5.5%       5.2%       5.5%       5.5%      5.6%
Net realized gains on investments............. $   699    $   432    $   303    $   223   $   191
Unrealized gains on investment
   securities before deferred income taxes....      92      1,554      1,189        799       684
</TABLE>

The  significant  decrease in  unrealized  gains on investment securities before
deferred  income taxes in 1999 is primarily  due to the  concentration  of fixed
maturity debt  securities  held in the investment portfolio and the effects of a
general rise in interest rates which occurred during 1999.

The Company continues to seek  opportunities to enhance investment yield through
a  conservative,  primarily  fixed  maturity  investment  strategy.  Its current
investment  strategy does not  contemplate  material  additional  investments in
non-investment  grade  debt  securities,   commercial  real  estate,  commercial
mortgages, equity securities or derivatives.


                                       17


<PAGE>
Domestic  Investment  Operations.  The Company's  domestic property and casualty
investment portfolios are principally invested in tax-exempt state and municipal
bonds,  which the Company believes provide the most attractive  after-tax yield.
Some  additional  commitment  was made to equity  securities  in recent years to
enhance total investment returns in the longer term. The Company's domestic life
investment portfolios are largely invested in taxable debt securities.

The Company's domestic fixed maturity portfolios  categorized by rating based on
market values are summarized as follows:

<TABLE>
<CAPTION>
                                                      Domestic Property
                                                        and Casualty          Domestic Life
                                                      ---------------------------------------
                                                                     December 31,
                                                      ---------------------------------------
                                                       1999       1998       1999       1998
                                                      ---------------------------------------
<S>                                                    <C>        <C>        <C>        <C>

U.S. government and government agency securities.....   0.9%       9.0%       7.4%       6.6%
Aaa..................................................  44.0       39.0        1.6        4.5
Aa...................................................  31.1       26.9        6.2        6.7
A....................................................   9.7       12.2       21.8       20.9
Baa..................................................   1.2        1.2       12.9       13.5
Ba...................................................   0.4        0.2        1.5        2.1
Canadian securities..................................   4.0        2.5        4.8        0.0
Mortgage-backed and other asset-backed securities....   4.3        3.9       37.8       37.6
Other................................................   4.4        5.1        6.0        8.1
                                                      -----      -----      -----      -----
   Total............................................. 100.0%     100.0%     100.0%     100.0%
                                                      =====      =====      =====      =====
</TABLE>

Ratings are as assigned by Moody's when  available,  or by S&P and  converted to
the generally comparable Moody's rating.

The  Company's  emphasis on  investment  quality is evidenced  by the  preceding
table, which indicates that the bonds in the Company's investment portfolios are
principally  invested in either U.S. government and government agency securities
or issues rated "A" or above.  The Canadian  securities  held by the Company are
similar in quality to the other  securities  held in its  domestic  property and
casualty  portfolio.  Fixed  maturity  securities  held  by the  Company  in its
domestic  life  portfolios  include   mortgage-backed   and  other  asset-backed
securities  that  are  matched  to  the  liability   profile  of  specific  life
reinsurance  contracts.  Investments in  mortgage-backed  and other asset-backed
securities  are limited to lower risk  tranches  and do not include any interest
only  or  principal  only  elements.   Mortgage-backed  and  other  asset-backed
securities in the Company's  investment  portfolio  were  principally  issued by
Federal  agencies.  The majority of the balance of other securities held in both
the  domestic  property and casualty  and  domestic  life  portfolios  represent
investments  in non-rated  debt  securities.  The Company  does not  contemplate
significant  additional  investment in non-investment grade securities in either
the property and casualty or life portfolios.

International Investment Operations.  The investment portfolios of the Company's
international  operations  (other  than  certain  equity  portfolios,  which are
managed by outside managers) are managed by the ERC Frankona Group's  investment
personnel based in Munich,  within  guidelines  established by the management of
the ERC  Frankona  Group and under the overall  supervision  and review of ERC's
investment department.

The  principal  objective of the ERC Frankona  Group's  investment  policy is to
manage  the   investment   portfolios  on  a  total  return  basis  taking  into
consideration  the duration and currency  structure of the ERC Frankona  Group's
reinsurance  liabilities.  The ERC Frankona  Group's  investment  portfolios are
geographically  diversified with investments principally from the major European
markets and the United States.


                                       18


<PAGE>
As of December 31, 1999, the fair value of the ERC Frankona Group's  investments
totaled $7,490 million,  an increase of $234 million from December 31, 1998. The
composition of ERC Frankona Group's investments is summarized as follows:

<TABLE>
<CAPTION>
                                                                 December 31,
                                                               -----------------
                                                                1999       1998
                                                               -----------------
            <S>                                                 <C>        <C>

            Fixed maturity securities.........................  81.8%      81.3%
            Equity securities.................................  15.8       12.6%
            Other invested assets.............................   2.4        6.1%
                                                               -----      -----

            Total............................................. 100.0%     100.0%
                                                               =====      =====
</TABLE>

Most fixed  maturity  securities  within  the ERC  Frankona  Group's  investment
portfolios  have a term of less than ten years.  The fixed  maturity  securities
consist of high credit quality  securities,  and almost all bonds are investment
grade securities with a comparable average rating equal to or above a Moody's or
S&P  "AA"  rating.   Fixed  maturity   securities   include  German  and  Danish
mortgage-backed  securities,  although  these  mortgage-backed  securities  have
significantly less prepayment risk than typical U.S. mortgage-backed securities,
as the German and Danish tax and social  environments are not conducive to risks
of prepayment of interest and  principal.  Equity  securities and other invested
assets were internationally  diversified with principal holdings in Germany, the
United Kingdom and the United States.


Interest Rate and Currency Risk Management

Interest  rate  and  currency  risk  management  is  important  in  the   normal
operations of the Company. The following discussion presents an overview of such
management.

The Company uses various  financial  instruments,  such as currency and interest
rate swaps,  options and currency forwards,  principally to manage interest rate
and currency risks. The Company is exclusively an end-user of these instruments,
which are commonly  referred to as  derivatives.  The Company does not engage in
trading,  market-making  or  other  speculative  activities  in  the derivatives
markets.  Management  requires that derivative  financial  instruments relate to
specific asset, liability or equity transactions or to currency exposures.  More
detailed  information  about  these  financial  instruments,   as  well  as  the
strategies  and  policies  for their use,  is  provided in Notes 2 and 14 to the
consolidated financial statements.

The  Company  manages  its  exposure to  currency  principally  by matching  the
underlying reinsurance  liabilities with the corresponding assets. Any remaining
significant  net  asset/liability  positions in a given currency are hedged with
forward  currency  purchase  or sale  contracts  to  further  mitigate  currency
exposures. The Company also hedges its currency risk on a portion of its foreign
subsidiary  investments by utilizing currency swaps that have been designated to
modify currency exposure associated with specific debt instruments.

On a limited basis, and as part of ongoing customer activities, the Company uses
interest  rate swaps and  options to  minimize  its  exposure  to  movements  in
interest rates and financial markets that have a direct correlation with certain
of its reinsurance products.

Substantially all derivative transactions are executed by the Company's Treasury
Department,  which works closely with GE Capital Treasury  personnel to maintain
controls on all exposures, adhere to stringent counterparty credit standards and
actively  monitor  marketplace  exposures.  Although  the  Company is exposed to
credit risk that the  counterparty  may not be able to comply with the terms and
conditions of the contracts,  the Company uses only highly rated institutions as
counterparties to the derivative transactions.

                                       19


<PAGE>
The U.S.  Securities and Exchange  Commission  requires that registrants provide
information  about  potential  effects of changes in interest rates and currency
exchange. Although the rules offer alternatives for presenting this information,
none of the  alternatives is without  limitations.  The following  discussion is
based on  so-called  "shock-tests,"  which model  effects of  interest  rate and
currency shifts on the reporting  company.  Shock tests, while probably the most
meaningful analysis permitted, are constrained by several factors, including the
necessity to conduct the  analysis  based on a single point in time and by their
inability to include the complex market reactions that normally would arise from
the market  shifts  modeled.  While the  following  results  of shock  tests for
interest  rates and  currencies  may have some limited use as  benchmarks,  they
should not be viewed as forecasts.

     One  means  of   assessing   exposure  to  interest   rate   changes  is  a
     duration-based  analysis that  measures the potential  loss in net earnings
     resulting  from a  hypothetical  decrease  in  interest  rates of 100 basis
     points across all maturities (sometimes referred to as a "parallel shift in
     the yield  curve").  Under  this  model,  it is  estimated  that,  all else
     constant,  such a decrease,  including  repricing effects in the securities
     portfolio,  would  reduce the 2000 net  earnings  of the  Company  based on
     year-end 1999 positions by an insignificant  amount.  Based on positions at
     year-end 1998, the pro forma effect on 1999 net earnings of such a decrease
     in interest rates was also estimated to be an insignificant amount.

     One means of assessing exposure to changes in currency exchange rates is to
     model effects on reported earnings using a sensitivity  analysis.  Year-end
     1999  consolidated  currency  exposures,  including  financial  instruments
     designated  and  effective  as hedges,  were  analyzed to identify  Company
     assets and liabilities  denominated in other than their relevant functional
     currency.  Net unhedged  exposures in each  currency  were then  remeasured
     assuming a 10 percent decrease (20 percent for hyperinflationary economies)
     in currency exchange rates compared with the U.S. dollar. Under this model,
     it is estimated that, all else constant,  such a decrease would have had an
     insignificant  effect  on the 2000 net  earnings  of the  Company  based on
     year-end 1999  positions.  Based on conditions at year-end 1998, the effect
     on  1999  net  earnings of  such a  decrease in  exchange  rates  was  also
     estimated to be an insignificant amount.

Cyclicality

The  property  and  casualty  reinsurance  industry  has been  highly  cyclical.
Underwriting  results of primary property and casualty  insurance  companies and
prevailing  general  economic  and  reinsurance   premium  rates   significantly
influences  demand for reinsurance.  The cyclical trends in the industry and the
industry's  profitability  can also be affected  significantly  by volatile  and
unpredictable developments, including changes in what the Company believes to be
the  propensity  of courts to grant large  awards,  natural  disasters and other
catastrophic  events (such as hurricanes,  windstorms,  earthquakes,  floods and
fires),  fluctuations  in  interest  rates and other  changes in the  investment
environment which affect inflationary pressures that may tend to affect the size
of losses experienced by ceding primary insurance companies.



                                       20


<PAGE>
New Accounting Standards

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

The FASB has also proposed new accounting for business  combinations that, among
other things,  would change the accounting for and display of goodwill and other
intangibles recorded in business  acquisitions for transactions after January 1,
2001. An important aspect of the proposal is that goodwill amortization would be
displayed  as a  separate  element  in the  Statement  of  Earnings.  Management
believes  that this  proposal  represents  a useful  approach  to  understanding
financial  performance,  but believes that the utility of this information would
be materially enhanced if the proposed approach for goodwill were applied to all
intangible assets acquired with a business.

Effects of Inflation

The Company's  ultimate claims and claim expense costs on claims not yet settled
is  increased by the effects of  inflation,  and changes in the  inflation  rate
therefore could become a significant  factor in determining  appropriate  claims
and claim expense reserves, as well as reinsurance premium rates. Generally, the
Company's  methods  used to estimate  claims and claim  expense  reserves and to
calculate reinsurance premium rates take into account the anticipated effects of
inflation in estimating the ultimate claims and claim expense costs. The Company
uses both insurance industry data and government  economic indices in estimating
the  effects of  inflation  on  reinsurance  premium  rates and claims and claim
expense reserves.  However, until claims are ultimately settled, the full effect
of inflation on the Company's results cannot be known.


Item 7A.  Quantitative and Qualitative Disclosures About Market Risk.

Information  about  potential  effects of changes in interest rates and currency
exchange on the Company is discussed on pages 19-20.


Item 8.  Financial Statements and Supplementary Data.

The Company's  Consolidated  Financial Statements and the Independent  Auditors'
Report thereon and the Supplementary Financial Statement Schedules listed on the
accompanying Index to Financial Statements and Financial Statement Schedules are
filed as part of this report.


Item 9.  Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
            Financial Disclosure.

Not applicable




                                       21


<PAGE>

                                    PART III


Item 10.  Directors and Executive Officers of the Registrant.

Omitted


Item 11.  Executive Compensation.

Omitted


Item 12.  Security Ownership of Certain Beneficial Owners and Management.

Omitted


Item 13.  Certain Relationships and Related Transactions.

Omitted


                                     PART IV


Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K.

   (a) 1.  Financial Statements and Schedules.

           The consolidated financial statements of the Company filed as part of
           this  report  are  listed  in the  Index  to  Consolidated  Financial
           Statements and Financial Statement Schedules (page 24).

   (a) 2.  Financial Statement Schedules.

           The consolidated  financial  statement schedules of the Company filed
           as part of this  report  are  listed  in the  Index  to  Consolidated
           Financial Statements and Financial Statement Schedules (page 24).

   (a) 3.  Listing of Exhibits.

           3.1    A  complete  copy  of the  Articles  of  Incorporation  of the
                  Company,  as last amended on August 30, 1995, and currently in
                  effect.  (Incorporated  by  reference  to  Exhibit  3.1 of the
                  Company's Form 10-K for the year ended December 31, 1995.)

           3.2    A complete copy of the By-laws of the Company, as last amended
                  on February 26, 1995,  and currently in effect.  (Incorporated
                  by  reference  to Exhibit  3.2 of the  Company's  Registration
                  Statement on Form 10, File No. 0-27394.)

           10.1   First  Whole  Account  Aggregate  Excess of Loss  Retrocession
                  Agreement (E1), between Employers Reinsurance  Corporation and
                  National  Indemnity  Company, dated  January 1, 1999 (portions
                  redacted  in accordance with application  for  confidentiality
                  previously filed).

           10.2   Second Whole  Account  Aggregate  Excess of Loss  Retrocession
                  Agreement (E2), between Employers Reinsurance  Corporation and
                  Centre  Insurance  Company,  dated  January 1, 1999  (portions
                  redacted  in  accordance  with application for confidentiality
                  previously filed).




                                       22


<PAGE>
           10.3   Second Whole  Account  Aggregate  Excess of Loss  Retrocession
                  Agreement (E2), between Employers Reinsurance  Corporation and
                  National Union Fire Insurance Company of Pittsburgh, PA, dated
                  January 1, 1999  (portions   redacted   in   accordance   with
                  application for confidentiality previously filed).

           10.4   Second  Whole  Account Aggregate  Excess of Loss  Retrocession
                  Agreement (E2), between Employers Reinsurance Corporation  and
                  Federal Insurance  Company,  dated  January 1,  1999 (portions
                  redacted  in accordance  with application  for confidentiality
                  previously filed).

           12     Computation of ratio of earnings to fixed charges.



   (b)     Reports on Form 8-K.

           None.

                                      23


<PAGE>
                                   ITEM 14(a)

                     GE Global Insurance Holding Corporation
                                and Subsidiaries

                                    Index to
                        Consolidated Financial Statements
                                       and
                          Financial Statement Schedules


                                                                            Page
                                                                            ----

Consolidated Financial Statements
   Independent Auditors' Report..............................................25
   Consolidated Statement of Earnings........................................26
   Consolidated Statement of Financial Position..............................27
   Consolidated Statement of Stockholder's Equity............................29
   Consolidated Statement of Cash Flows......................................30
   Notes to Consolidated Financial Statements................................31

Financial Statement Schedules
   Schedule II - Condensed Financial Information of Registrant...............56
   Schedule III - Supplementary Insurance Information........................60


                                       24


<PAGE>

                          INDEPENDENT AUDITORS' REPORT


The Board of Directors and Stockholder
GE Global Insurance Holding Corporation:


We have audited the accompanying  consolidated  statements of financial position
of GE Global Insurance  Holding  Corporation and subsidiaries as of December 31,
1999  and  1998,   and  the  related   consolidated   statements   of  earnings,
stockholder's  equity  and cash  flows for each of the  years in the  three-year
period ended December 31, 1999. Our audits also included the financial statement
schedules listed in the Index at Item 14(a) as of December 31, 1999 and 1998 and
for each of the years in the three-year  period ended  December 31, 1999.  These
consolidated  financial  statements and schedules are the  responsibility of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements and schedules based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the financial position of GE Global Insurance
Holding  Corporation and  subsidiaries as of December 31, 1999 and 1998, and the
results  of their  operations  and their cash flows for each of the years in the
three-year period ended December 31, 1999, in conformity with generally accepted
accounting  principles.  Also, in our opinion,  the related financial  statement
schedules,  when  considered  in  relation to the basic  consolidated  financial
statements  taken as a whole,  present  fairly,  in all material  respects,  the
information set forth therein.


                                                                        KPMG LLP


Kansas City, Missouri
January 21, 2000


                                       25


<PAGE>
<TABLE>
<CAPTION>
                     GE GLOBAL INSURANCE HOLDING CORPORATION
                                AND SUBSIDIARIES

                       Consolidated Statement of Earnings


                                                         Year ended December 31,
                                                      ------------------------------
(In millions)                                           1999       1998        1997
                                                      ------------------------------
<S>                                                     <C>         <C>         <C>

Revenues
Net premiums written (Note 10)                        $7,147      $5,984      $4,545
                                                      ======      ======      ======

Net premiums earned (Note 10)                         $6,896      $5,635      $4,467
Net investment income (Note 4)                         1,151         985         910
Net realized gains on investments (Note 4)               699         432         303
Other revenues                                           285         151         104
                                                      ------      ------      ------
Total revenues                                         9,031       7,203       5,784
                                                      ------      ------      ------

Costs and Expenses
Claims, claim expenses and policy benefits             5,385       4,103       3,260
Insurance acquisition costs                            1,839       1,357       1,073
Amortization of intangibles                              111          89          78
Interest expense                                         102          55          42
Other operating costs and expenses                       518         444         366
Minority interest in net earnings of consolidated
   subsidiaries (Notes 3 and 11)                          88          85          83
                                                      ------      ------      ------
Total costs and expenses                               8,043       6,133       4,902
                                                      ------      ------      ------

Earnings before income taxes                             988       1,070         882
                                                      ------      ------      ------

Provision for income taxes (Note 7):
   Current                                               216         324         (37)
   Deferred                                               52         (33)        271
                                                      ------      ------      ------
                                                         268         291         234
                                                      ------      ------      ------

Net earnings                                          $  720      $  779      $  648
                                                      ======      ======      ======
</TABLE>


See Notes to Consolidated Financial Statements.


                                       26


<PAGE>
<TABLE>
<CAPTION>
                     GE GLOBAL INSURANCE HOLDING CORPORATION
                                AND SUBSIDIARIES

                  Consolidated Statement of Financial Position


                                                                        December 31,
                                                                    ---------------------
(In millions)                                                         1999         1998
                                                                    ---------------------
<S>                                                                    <C>          <C>

Assets
Investments (Note 4):
   Fixed maturity securities available-for-sale, at fair value      $17,268      $18,161
   Equity securities, at fair value                                   3,104        2,722
   Short-term investments, at amortized cost                            788          596
   Other invested assets                                                379          508
                                                                    -------      -------
   Total investments                                                 21,539       21,987

Cash                                                                    359          258

Securities and indebtedness of related parties                          299          564

Accrued investment income                                               419          424

Premiums receivable                                                   3,580        2,886

Funds held by reinsured companies                                       717          726

Reinsurance recoverables                                              6,029        3,915

Deferred insurance acquisition costs                                  1,418        1,203

Intangible assets (Note 5)                                            1,516        1,492

Other assets                                                          1,685        1,592
                                                                    -------      -------

Total assets                                                        $37,561      $35,047
                                                                    =======      =======
</TABLE>


                                       27


<PAGE>
<TABLE>
<CAPTION>







                                                                        December 31,
                                                                    ---------------------
(In millions)                                                         1999        1998
                                                                    ---------------------
<S>                                                                    <C>          <C>

Liabilities and equity
Claims and claim expenses (Note 6)                                  $18,134      $15,852
Accumulated contract values                                           2,164        2,271
Future policy benefits for life and health contracts                  2,230        1,664
Unearned premiums                                                     2,534        2,165
Other reinsurance balances                                            1,874        1,487
Income taxes payable (Note 7)                                           136          138
Contract deposit liabilities                                          1,223        1,485
Other liabilities                                                       756          635
Deferred income taxes (Note 7)                                           21          539
Long-term borrowings (Note 9)                                           956          557
Indebtedness to related parties (Note 8)                                779        1,058
                                                                    -------      -------
   Total liabilities                                                 30,807       27,851
                                                                    -------      -------

Minority interest in equity of consolidated
   subsidiaries (Notes 3 and 11)                                      1,179        1,176
                                                                    -------      -------

Preferred stock, $100,000 par value; authorized,
   issued and outstanding - 1,500 shares                                150          150
Common stock, $5,000 par value; authorized,
   issued and outstanding - 1,000 shares                                  5            5
Paid-in capital                                                         845          845
Retained earnings                                                     4,630        4,161
Accumulated unrealized gains on investment securities - net (a)          51          932
Accumulated foreign currency translation adjustments (a)               (106)         (73)
                                                                    -------      -------
   Total stockholder's equity                                         5,575        6,020
                                                                    -------      -------

Total liabilities and equity                                        $37,561      $35,047
                                                                    =======      =======
</TABLE>

(a)  The sum of  accumulated  unrealized  gains  on  investment  securities  and
     accumulated   foreign   currency   translation    adjustments   constitutes
     "Accumulated  nonowner  changes  other  than  earnings,"  as  shown  in the
     Consolidated  Statement of Stockholder's  Equity, and was $(55) million and
     $859 million at year-end 1999 and 1998, respectively.


See Notes to Consolidated Financial Statements.


                                       28


<PAGE>
<TABLE>
<CAPTION>
                     GE GLOBAL INSURANCE HOLDING CORPORATION
                                AND SUBSIDIARIES

                 Consolidated Statement of Stockholder's Equity



                                                                                                           Accumulated
                                                                                                            Nonowner
                                                                                                             Changes
                                                                 Preferred   Common   Paid-In   Retained   Other Than
(In millions)                                                      Stock     Stock    Capital   Earnings    Earnings      Total
                                                                 ---------------------------------------------------------------
<S>                                                                 <C>       <C>      <C>        <C>         <C>          <C>

Balances, January 1, 1997                                           $150       $5      $845     $3,245        $515       $4,760
                                                                                                                         ------
   Changes other than transactions with share owner:
      Net earnings                                                     -        -         -        648           -          648
      Net unrealized gains on investment securities (a)                -        -         -          -         246          246
      Foreign currency translation adjustments (b)                     -        -         -          -         (47)         (47)
                                                                                                                         ------
      Total changes other than transactions with share owner                                                                847
                                                                                                                         ------

   Dividends paid on preferred stock                                   -        -         -         (8)          -           (8)
   Dividends paid on common stock                                      -        -         -       (225)          -         (225)
                                                                    ----       --      ----     ------        ----        -----


Balances, December 31, 1997                                          150        5       845      3,660         714        5,374
                                                                                                                         ------
   Changes other than transactions with share owner:
      Net earnings                                                     -        -         -        779           -          779
      Net unrealized gains on investment securities (a)                -        -         -          -         454          454
      Foreign currency translation adjustments (b)                     -        -         -          -         (41)         (41)
      Reclassification adjustments (c)                                 -        -         -          -        (268)        (268)
                                                                                                                         ------
      Total changes other than transactions with share owner                                                                924
                                                                                                                         ------

   Dividends paid on preferred stock                                   -        -         -         (8)          -           (8)
   Dividends paid on common stock                                      -        -         -       (270)          -         (270)
                                                                    ----       --      ----     ------        ----       ------

Balances, December 31, 1998                                          150        5       845      4,161         859        6,020
                                                                                                                         ------
   Changes other than transactions with share owner:
      Net earnings                                                     -        -         -        720           -          720
      Net unrealized losses on investment securities (a)               -        -         -          -        (408)        (408)
      Foreign currency translation adjustments (b)                     -        -         -          -         (33)         (33)
      Reclassification adjustments (c)                                 -        -         -          -        (473)        (473)
                                                                                                                         ------
      Total changes other than transactions with share owner                                                               (194)
                                                                                                                         ------

   Dividends paid on preferred stock                                   -        -         -         (8)          -           (8)
   Dividends paid on common stock                                      -        -         -       (243)          -         (243)
                                                                    ----       --      ----     ------        ----       ------



Balances, December 31, 1999                                         $150       $5      $845     $4,630        $(55)      $5,575
                                                                    ====       ==      ====     ======        ====       ======
</TABLE>

(a)  Presented net of taxes of $233 million, $(305) million and $(146)
     million in 1999, 1998 and 1997, respectively.

(b)  Presented net of taxes of $17 million, $20 million and $17 million in 1999,
     1998 and 1997, respectively.

(c)  Presented  net of taxes of $274  million and $164 million in 1999 and 1998,
     respectively.  (Note:  In  addition  to  net  realized  gains on investment
     securities,  the 1999  reclassification  adjustment  includes  $48  million
     in pre-tax  gains related to available-for-sale  investment securities held
     by an investee accounted  for  under  the  equity  method; these gains were
     included in  other revenues in the accompanying  consolidated  statement of
     earnings.)



See Notes to Consolidated Financial Statements.


                                       29


<PAGE>
<TABLE>
<CAPTION>
                     GE GLOBAL INSURANCE HOLDING CORPORATION
                                AND SUBSIDIARIES

                      Consolidated Statement of Cash Flows

                                                                     Year ended December 31,
                                                               ----------------------------------
(In millions)                                                    1999         1998         1997
                                                               ----------------------------------
<S>                                                               <C>          <C>          <C>

Cash Flows From Operating Activities
Net earnings                                                   $   720      $   779      $   648
Adjustments to reconcile net earnings to cash
   from operating activities:
      Claims and claim expenses                                  1,574          732          621
      Future policy benefits for life and health contracts         182          161          211
      Unearned premiums                                            400          245          137
      Funds held by reinsured companies                              5         (118)          (5)
      Reinsurance recoverables                                  (1,409)        (689)         103
      Deferred income taxes                                         52          (33)         271
      Income taxes payable (receivable)                             10         (116)          25
      Amortization of insurance acquisition costs                1,839        1,357        1,073
      Insurance acquisition costs deferred                      (1,915)      (1,606)      (1,374)
      Net realized gains on investments                           (699)        (432)        (303)
      Other, net                                                   130           31         (510)
                                                               -------      -------      -------
   Cash from operating activities                                  889          311          897
                                                               -------      -------      -------

Cash Flows From Investing Activities
Fixed maturity securities available-for-sale:
   Purchases                                                    (7,995)      (4,788)      (6,058)
   Sales                                                         6,399        3,963        4,494
   Maturities                                                    1,566          843          734
Equity securities:
   Purchases                                                    (2,812)      (1,331)      (1,240)
   Sales                                                         2,812        1,602        1,383
Net (purchases) sales of short-term investments                   (216)         236         (231)
Net cash paid for acquisitions and in-force reinsurance
   transactions (Note 3)                                          (258)      (1,018)         (89)
Net cash received from dispositions                                 88            -            -
Other investing activities                                         136         (161)         (70)
                                                               -------      -------      -------
   Cash used for investing activities                             (280)        (654)      (1,077)
                                                               -------      -------      -------

Cash Flows From Financing Activities
Change in contract deposits                                       (171)        (362)         513
Net contract accumulation payments                                 (87)         (42)        (160)
Proceeds from short-term borrowings (Note 8)                       132        1,061           23
Principal payments on short-term borrowings (Note 8)              (426)         (54)           -
Proceeds from long-term borrowings (Note 9)                        395            -            -
Dividends paid                                                    (251)        (278)        (233)
                                                               -------      -------      -------
   Cash from (used for) financing activities                      (408)         325          143
                                                               -------      -------      -------

Effect of exchange rate changes on cash                           (100)           7          (71)
                                                               -------      -------      -------

Increase (decrease) in cash                                        101          (11)        (108)
Cash at beginning of year                                          258          269          377
                                                               -------      -------      -------
Cash at end of year                                            $   359      $   258      $   269
                                                               =======      =======      =======
</TABLE>


See Notes to Consolidated Financial Statements.


                                       30


<PAGE>
                     GE GLOBAL INSURANCE HOLDING CORPORATION
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements


1.  Basis of Presentation

Principles of Consolidation


GE  Global  Insurance   Holding   Corporation  ("GE  Global   Insurance")  is  a
wholly-owned  subsidiary of General Electric Capital Services, Inc. ("GE Capital
Services"),  which is a wholly-owned subsidiary of General Electric Company ("GE
Company").  The  accompanying  consolidated  financial  statements  of GE Global
Insurance include the accounts and operations,  after intercompany eliminations,
of  GE  Global  Insurance,   Employers   Reinsurance   Corporation  ("ERC"),  GE
Reinsurance  Corporation  ("GE Re" - formerly  Kemper  Reinsurance  Company) and
Medical  Protective  Corporation  ("Medical  Protective").  ERC  and  GE Re  are
reinsurance  companies and Medical Protective is an insurance company, with each
having various property and casualty  insurance/reinsurance and life reinsurance
subsidiaries.  GE Global  Insurance  owns 100% of the common stock of ERC, GE Re
and Medical Protective,  representing 89.5%, 100% and 100% of ERC's, GE Re's and
Medical  Protective's  voting rights,  respectively.  General  Electric  Capital
Corporation ("GE Capital Corporation" - a wholly-owned  subsidiary of GE Capital
Services) owns 100% of ERC's preferred stock, representing 10.5% of ERC's voting
rights.  GE Global Insurance and its consolidated  subsidiaries are collectively
referred to as "the Company."

Other affiliates, generally companies in which the Company owns 20 to 50 percent
of the voting rights or otherwise  has  significant  influence,  are included in
other invested assets and valued at the  appropriate  share of equity plus loans
and advances.


Basis of Accounting

The  accompanying  consolidated  financial  statements have been prepared on the
basis of U.S. generally accepted accounting  principles  ("GAAP"),  which, as to
the insurance company  subsidiaries,  vary from statutory  accounting  practices
prescribed or permitted by insurance regulatory authorities.  The preparation of
financial  statements  in  conformity  with  GAAP  requires  management  to make
estimates and assumptions that affect reported amounts and related  disclosures.
Actual results could differ from those estimates.


2.  Summary of Significant Accounting Policies

Investments

The  Company's  fixed  maturity  and  marketable  equity  securities  have  been
designated  as  available-for-sale,  and are  reported  at fair  value  with net
unrealized gains or (losses) included in stockholder's equity, net of applicable
taxes and  certain  other  adjustments.  Such  reported  fair  values  are based
primarily on quoted market prices,  or if quoted prices are not  available,  are
valued by third party pricing  vendors.  Realized  gains or (losses) on sales of
investments  are  determined on the  specific-identification  method and include
adjustments  to the net realizable  value of  investments  for declines in value
that are considered to be other than temporary.  Investment income is recognized
as earned and includes the accretion of discounts and  amortization  of premiums
related to fixed maturity securities.


Property and Casualty Insurance/Reinsurance Segment

Premiums   are   reported   as   earned   over   the   terms   of  the   related
insurance/reinsurance  treaties or  policies.  In general,  earned  premiums are
calculated on a pro rata basis,  are determined  based on reports  received from
reinsureds or are estimated if reports are not received timely from  reinsureds.
Premium  adjustments  under  retrospectively  rated  reinsurance  contracts  are
recorded based on estimated  claims and claim expenses,  including both case and
incurred  but not yet  reported  liabilities.  Assumed  foreign  reinsurance  is
accounted for using the periodic method.

Certain  insurance  acquisition  costs,  principally  commissions  and brokerage
expenses,  are deferred  and  amortized  over the  contract  period in which the
related  premiums  are  earned.   Future  investment  income  is  considered  in
determining the recoverability of deferred insurance acquisition costs.


                                       31


<PAGE>
                     GE GLOBAL INSURANCE HOLDING CORPORATION
                                AND SUBSIDIARIES

             Notes to Consolidated Financial Statements (continued)


2.  Summary of Significant Accounting Policies (continued)

The  liabilities   for  claims  and  claim  expenses   represent  the  estimated
liabilities for reported claims plus those incurred but not yet reported and the
related estimated claim expenses.  The liabilities for claims and claim expenses
are  determined  using  case-basis  evaluations  and  statistical  analyses  and
represent estimates of the ultimate cost of all claims incurred through December
31  of  each  year.  Although  considerable  variability  is  inherent  in  such
estimates,  management  believes  that the  liabilities  for  claims  and  claim
expenses are adequate.  The estimates are  continually  reviewed and adjusted as
necessary; such adjustments are included in current operations and are accounted
for as changes in estimates.  Included in the  liabilities  for claims and claim
expenses  are $887  million and  $940  million at  December  31, 1999  and 1998,
respectively,  of long-term  disability  claims that are discounted at a 6% rate
(See Note 12).

Amounts  recoverable  from reinsurers  related to the liabilities for claims and
claim expenses are estimated in a manner consistent with the related liabilities
associated with the reinsured policies.


Life Reinsurance Segment

The Company  provides  reinsurance for life and health  insurance and annuities.
These  products  can be  classified  into three  groups:  traditional  insurance
contracts,   universal  life  insurance  contracts  and  investment   contracts.
Insurance  contracts are broadly defined to include  contracts with  significant
mortality and/or morbidity risk, while investment  contracts are broadly defined
to include contracts without significant  mortality or morbidity risk. Universal
life insurance  contracts are insurance  contracts with terms that are not fixed
and guaranteed.

Revenues from  traditional  insurance  contracts are recognized as revenues when
due or over  the  terms  of the  policies.  For  universal  life  contracts  and
investment   contracts,   premiums   received   are   reported  as   liabilities
("accumulated contract values"),  not as revenues.  Revenues from universal life
contracts and investment  contracts are recognized for assessments  made against
the   policyholder's   accumulated   contract   values  for  insurance,   policy
administration, surrenders and other authorized charges.

Future policy benefits for traditional life and health  contracts  represent the
present value of such benefits  based on mortality and other  assumptions  which
were  appropriate  at the  time  the  policies  were  issued  or at the  date of
purchase.  Interest  rate  assumptions  used in  calculating  the present  value
generally  ranged  from 3.00% to 8.50% at December  31, 1999 and 1998.  Interest
rates  credited  to  universal  life  contracts  and  investment  contracts  are
generally  guaranteed for a specified time period with renewal rates  determined
by management.  Such crediting interest rates ranged from 3.00% to 9.00% in 1999
and 1998 and 3.75% to 9.00% in 1997.

Acquisition  costs include costs and expenses that vary with,  and are primarily
related to, the  acquisition  of insurance  and  investment  contracts,  such as
commissions and certain support costs,  such as underwriting and policy issuance
expenses.   For  universal  life  contracts  and   investment   contracts,   the
amortization  is  based  on the  anticipated  gross  profits  from  investments,
surrender and other charges net of interest credited,  mortality and maintenance
expenses.  As actual gross profits vary from projected gross profits, the impact
on amortization is included in net income. For traditional  insurance contracts,
the  acquisition  costs are amortized over the premium paying periods or, in the
case of limited payment  contracts,  over the estimated  benefit payment periods
using assumptions  consistent with those used in computing future policy benefit
reserves.

The  actuarially  determined  present value of anticipated  net cash flows to be
realized from insurance,  annuity and investment  contracts in force at the date
of acquisition of life insurance enterprises is recorded as the present value of
future  profits and is amortized  over the  respective  policy terms in a manner
similar to  deferred  insurance  acquisition  costs.  Unamortized  balances  are
adjusted to reflect experience and impairment, if any.


                                       32


<PAGE>
                     GE GLOBAL INSURANCE HOLDING CORPORATION
                                AND SUBSIDIARIES

             Notes to Consolidated Financial Statements (continued)


2.  Summary of Significant Accounting Policies (continued)

Funds Held by Reinsured Companies

Funds held by  reinsured  companies  represent  ceded  premiums  retained by the
ceding companies  according to contractual  terms.  The Company  generally earns
investment income on these balances during the periods that the funds are held.


Allowance for Doubtful Accounts

The Company  establishes  an allowance for  uncollectible  premiums  receivable,
reinsurance  recoverables  and other  doubtful  receivables.  The  allowance  is
recorded as a  valuation  account  that  reduces the  corresponding  asset.  The
allowance  totaled $79  million  and $80 million at December  31, 1999 and 1998,
respectively.


Goodwill

The  Company  amortizes  goodwill  recorded  in  connection  with  its  business
combinations  over periods  ranging from 15 to 30 years using the  straight-line
method.  If goodwill is identified with long-lived assets that are subject to an
impairment  loss,  and an  adjustment  is to be made to reflect fair value,  the
goodwill  shall be  reduced or  eliminated  before  the  carrying  value of such
long-lived  assets  is  written  down to  fair  value.  Goodwill  in  excess  of
associated  expected  operating  cash flows is  considered to be impaired and is
written down to fair value.


Statement of Cash Flows

Cash includes cash on hand,  demand deposits and  certificates  of deposit.  All
highly liquid  investments with an original maturity of three months or less are
classified as short-term  investments in the consolidated statement of financial
position,  and transactions as such are considered  investing  activities in the
consolidated statement of cash flows.


Reinsurance

Reinsurance  contracts that do not both transfer significant  insurance risk and
result in the reasonable  possibility  that the reinsurer (or  retrocessionaire)
may realize a significant loss from the transaction are required to be accounted
for as deposits.  These  contract  deposits are  classified as contract  deposit
assets  (included in "other assets") or "contract  deposit  liabilities" and are
accounted for as financing transactions with interest income or expense credited
or charged to the contract deposits.


Income Taxes

GE  Global   Insurance,   together  with  its  domestic  property  and  casualty
insurance/reinsurance company subsidiaries,  one domestic life insurance company
subsidiary and its parent, GE Capital Services, are included in the consolidated
federal income tax return of GE Company.  GE Global  Insurance's  other domestic
life insurance company subsidiary is taxed as a life insurance company, and that
subsidiary files a separate federal income tax return.

The  international  insurance  company  subsidiaries of GE Global Insurance file
separate  income  tax  returns  in the  countries  where  the  subsidiaries  are
domiciled or operate.

The Company  utilizes  the  liability  method,  whereby  deferred tax assets and
liabilities are determined based on differences  between the financial reporting
and tax bases of assets and  liabilities  and are measured using the enacted tax
rates and laws. The Company is required to establish a "valuation allowance" for
any  portion of the  deferred  tax asset that  management  believes  will not be
realized.


                                       33


<PAGE>
                     GE GLOBAL INSURANCE HOLDING CORPORATION
                                AND SUBSIDIARIES

             Notes to Consolidated Financial Statements (continued)


2.  Summary of Significant Accounting Policies (continued)

Interest Rate and Currency Risk Management

As a matter of policy, the Company does not engage in any trading, market-making
or other  speculative  activities in the  derivative  markets.  The Company uses
various financial instruments, such as currency and interest rate swaps, options
and  currency  forwards  principally  to lessen its  exposure  to  movements  in
interest rates and foreign currency exchange rates.

Designated  interest rate  and currency swaps  that modify borrowings or certain
assets are accounted  for on an accrual  basis.  The Company  requires all other
derivative  instruments,  such as options and  forwards,  to be  designated  and
accounted  for  as  hedges  of  specific   assets,   liabilities   or  committed
transactions;  resulting payments and receipts are recognized  contemporaneously
with  effects of hedged  transactions.  A payment or receipt  arising from early
termination of an effective hedge is accounted for as an adjustment to the basis
of the hedged transaction.

Instruments  used as hedges must be effective  at reducing  the risk  associated
with  the  exposure  being  hedged  and  must be  designated  as a hedge  at the
inception  of the  contract.  Accordingly,  changes  in market  values of hedged
instruments  must  be  highly  correlated  with  changes  in  market  values  of
underlying hedged items, both at inception of the hedge and over the life of the
hedge  contract.  Any derivative that is either not designated as a hedge, or is
so  designated  but is  ineffective,  is  marked  to market  and  recognized  in
operations immediately.

Foreign Currency Translation

The  Company  operates in a multiple  functional  currency  environment  whereby
revenues and expenses in functional  currencies  are  translated  using periodic
weighted average  exchange rates during the year and functional  currency assets
and  liabilities  are translated at the rates of exchange in effect at the close
of  the  year.  Gains  or  losses  resulting  from  translating  the  functional
currencies  into  U.S.  dollars  are  accumulated  in a  separate  component  of
stockholder's   equity,   entitled  "accumulated  foreign  currency  translation
adjustments."  The Company  partially  hedges its foreign  currency  risk on its
foreign subsidiary investments by utilizing a cross currency swap (See Note 14).
The gain on the cross currency swap,  which is included in "accumulated  foreign
currency translation adjustments," was $237 million and $124 million at December
31, 1999 and 1998, respectively. The net effect of foreign currency transactions
on operating results during 1999, 1998 and 1997 was immaterial.


Benefit Plans

Prior  to  September  30,  1999,  employees  of the  Company  and  its  domestic
subsidiaries were covered by trusteed,  noncontributory  defined benefit pension
plans and unfunded  postretirement plans that provided medical benefits and life
insurance   benefits  to  substantially  all  employees  and  their  dependents.
Effective  October 1, 1999,  the majority of the  Company's  domestic  employees
began  participating  in a trusteed,  contributory  defined benefit pension plan
sponsored by the Company's ultimate parent, GE Company. Additionally,  effective
September 30, 1999,  the Company  terminated  substantially  all of its domestic
postretirement  plans, with covered employees  becoming  participants in similar
plans sponsored by GE Company. The existing accumulated  postretirement  benefit
obligations under the terminated plans were also transferred to GE Company, with
no gain or loss resulting from this transaction. GE Company charges the Company,
in turn,  for its  relative  share of the costs  associated  with the overall GE
Company  Group  Pension  and  Postretirement  Plans.  Certain  of the  Company's
international  subsidiaries also sponsor noncontributory defined benefit pension
plans for  their  employees.  The  net  effect  of  all  benefit  plans  on  the
consolidated statement of financial position and statement of earnings for 1999,
1998 and 1997 was immaterial.

Reclassifications

Certain  reclassifications  of prior year  balances have been made to conform to
the current year presentation.

                                       34


<PAGE>
                     GE GLOBAL INSURANCE HOLDING CORPORATION
                                AND SUBSIDIARIES

             Notes to Consolidated Financial Statements (continued)


3.  Acquisitions and Dispositions

On  March  4,  1999,  the  Company  completed  the  acquisition  of  Eagle  Star
Reinsurance Company Limited ("Eagle Star Re") from Zurich Financial Services for
a cash consideration of approximately  $346 million.  The cash consideration was
provided  through  existing  funds.  Eagle  Star Re is a leading  London  Market
non-life reinsurance company principally doing business through  intermediaries.
The transaction  excludes  substantially  all business  written by Eagle Star Re
before 1993. The acquisition has been accounted for as a purchase;  accordingly,
the  operating  results of Eagle  Star Re have been  included  in the  Company's
consolidated financial statements since the date of acquisition.

On October 27, 1998, the Company completed the acquisition of Kemper Reinsurance
Company (subsequently  renamed GE Reinsurance  Corporation - "GE Re") for a cash
consideration  of  approximately  $468  million.   The  cash  consideration  was
initially   financed  by  utilizing   existing  unused  credit   facilities  and
subsequently  refinanced in 1999 through  additional  long-term  borrowings (See
Note 9). GE Re is a property and casualty  reinsurance company principally doing
business  through  intermediaries.  The  acquisition has been accounted for as a
purchase;  accordingly, the operating results of GE Re have been included in the
Company's consolidated financial statements since the date of acquisition.

On October 15, 1998, the Company completed the acquisition of Medical Protective
Corporation  ("Medical  Protective")  for a cash  consideration of approximately
$628 million.  The cash consideration was financed by GE Capital Corporation via
an interim loan agreement. Medical Protective is the oldest medical professional
liability  insurer  of  physicians  and  dentists  in  the  United  States.  The
acquisition  has been  accounted for as a purchase;  accordingly,  the operating
results of Medical  Protective have been included in the Company's  consolidated
financial statements since the date of acquisition.

On January 6, 1998,  the  Company  purchased  the assets and assumed the renewal
rights  of  Industrial  Risk  Insurers  ("IRI"),  a leader in  providing  highly
protected risk property  insurance,  for a cash  consideration  of approximately
$235  million.  The  business  underwritten  through  IRI is  managed by a joint
venture formed between the Company and the Hartford Steam Boiler  Inspection and
Insurance  Company ("HSB") as stipulated by a management  agreement.  IRI writes
business  utilizing  the  licensing  authority  of its members and the  business
underwritten  is subsequently allocated to members in  proportion  to membership
participation  and further  allocated in  accordance  with  certain  reinsurance
agreements  between HSB and the Company.  In conjunction with this  acquisition,
the Company purchased $300 million of 7% convertible  capital  securities from a
Delaware  business  trust formed by HSB's  parent,  HSB Group,  Inc., to provide
capital for HSB to support the  anticipated  increase in gross premiums  written
associated  with the IRI business.  The  acquisition has been accounted for as a
purchase;  accordingly,  the operating  results of IRI have been included in the
Company's consolidated financial statements since the date of acquisition.

Subsequent to the Company's acquisition of over 93% of the outstanding shares of
Frankona Ruckversicherungs-Aktiengesellschaft ("Frankona Re") in July, 1995, the
Company continued to purchase the remaining  outstanding shares held by minority
shareholders.  The majority of this activity occurred during 1997 as a result of
entering into an agreement with the remaining minority  shareholders on December
7, 1996,  whereby the  Company  offered to purchase  the  remaining  outstanding
shares at a stipulated  price and  guaranteed a specific  compensation  payment.
Specifically,  the Company  paid cash of  approximately  $69 million in 1997 for
shares acquired from the minority shareholders, and the purchase of these shares
was accounted  for using the purchase  method of  accounting.  The excess of the
purchase  price  over  the  fair  market  value of the net  assets  acquired  of
approximately $40 million was recognized as goodwill and is being amortized over
the remaining initial goodwill  amortization period.  Minority  shareholders who
elected not to redeem their outstanding shares under this agreement will receive
a stated future annual  dividend and forfeited their right to participate in the
future net earnings of Frankona  Re. As of December  31, 1999,  the Company owns
approximately 99% of the outstanding shares of Frankona Re.



                                       35


<PAGE>
                     GE GLOBAL INSURANCE HOLDING CORPORATION
                                AND SUBSIDIARIES

             Notes to Consolidated Financial Statements (continued)


3.  Acquisitions and Dispositions (continued)

The  allocations  of the  purchase  price for Medical  Protective  and GE Re are
summarized as follows:

<TABLE>
                                            Medical
(In millions)                              Protective       GE Re         Total
                                           ----------       -----         -----
<S>                                            <C>           <C>           <C>

Assets acquired, excluding goodwill          $1,612        $3,239        $4,851
Goodwill                                        178           276           454
Liabilities assumed                          (1,162)       (3,047)       (4,209)
                                             ------        ------        ------
Total purchase price                         $  628        $  468        $1,096
                                             ======        ======        ======
</TABLE>

The  following  unaudited  pro forma  information  has been  prepared  as if the
acquisitions  of Medical  Protective  and GE Re had occurred on January 1, 1997.
The pro forma information includes all significant adjustments to the historical
results that were directly attributable to the transactions and were expected to
have a continuing effect on the Company.

<TABLE>
                                         Year ended December 31,
                         -------------------------------------------------------
                                   1999                          1998
                         -------------------------     -------------------------
(In millions)            As Reported     Pro Forma     As Reported     Pro Forma
                         -------------------------     -------------------------
<S>                          <C>            <C>            <C>            <C>

Revenues                   $7,203         $8,098         $5,784         $6,944
Net earnings                  779            812            648            704
</TABLE>


In late  1999,  the  Company  sold its  reinsurance  brokerage  subsidiary.  The
resulting gain from this  transaction was not material to the 1999  consolidated
statement of earnings.

                                       36


<PAGE>
                     GE GLOBAL INSURANCE HOLDING CORPORATION
                                AND SUBSIDIARIES

             Notes to Consolidated Financial Statements (continued)


4.  Investments

The amortized cost,  estimated fair value and gross  unrealized gains and losses
of fixed maturity  securities,  equity  securities,  short-term  investments and
other invested assets are summarized as follows:

<TABLE>
<CAPTION>
                                                                              December 31, 1999
                                                            -----------------------------------------------------
                                                                            Gross          Gross        Estimated
                                                            Amortized     Unrealized     Unrealized       Fair
(In millions)                                                 Cost          Gains          Losses         Value
                                                            -----------------------------------------------------
<S>                                                             <C>           <C>           <C>             <C>

Fixed maturity securities:
   U.S. government                                           $   842          $  1         $ (28)        $   815
   International government                                    2,432            92           (61)          2,463
   Tax-exempt                                                  6,392            94          (196)          6,290
   Corporate                                                   5,484            55          (215)          5,324
   U.S. mortgage-backed and other asset-backed                 1,642             5           (49)          1,598
   International mortgage-backed and other asset-backed          772            17           (11)            778
                                                             -------          ----         -----         -------
   Total fixed maturity securities                            17,564           264          (560)         17,268
Equity securities                                              2,745           521          (162)          3,104
Short-term investments                                           788             -             -             788
Other invested assets                                            350            29             -             379
                                                             -------          ----         -----         -------
Total investments                                            $21,447          $814         $(722)        $21,539
                                                             =======          ====         =====         =======
</TABLE>


<TABLE>
<CAPTION>
                                                                              December 31, 1998
                                                            -----------------------------------------------------
                                                                            Gross          Gross        Estimated
                                                            Amortized     Unrealized     Unrealized       Fair
(In millions)                                                 Cost          Gains          Losses         Value
                                                            -----------------------------------------------------
<S>                                                             <C>           <C>           <C>             <C>

Fixed maturity securities:
   U.S. government                                           $ 1,160        $   21         $  (3)        $ 1,178
   International government                                    2,877           217            (2)          3,092
   Tax-exempt                                                  6,138           389            (1)          6,526
   Corporate                                                   4,694           198           (25)          4,867
   U.S. mortgage-backed and other asset-backed                 1,588            46            (4)          1,630
   International mortgage-backed and other asset-backed          821            47             -             868
                                                             -------        ------         -----         -------
   Total fixed maturity securities                            17,278           918           (35)         18,161
Equity securities                                              2,154           640           (72)          2,722
Short-term investments                                           596             -             -             596
Other invested assets                                            405           103             -             508
                                                             -------        ------         -----         -------
Total investments                                            $20,433        $1,661         $(107)        $21,987
                                                             =======        ======         =====         =======
</TABLE>


                                       37


<PAGE>
                     GE GLOBAL INSURANCE HOLDING CORPORATION
                                AND SUBSIDIARIES

             Notes to Consolidated Financial Statements (continued)


4.  Investments (continued)

The amortized  cost and  estimated  fair value of fixed  maturity  securities at
December 31, 1999 are summarized, by stated maturity, as follows:

<TABLE>
<CAPTION>
                                                                       Estimated
                                                         Amortized       Fair
(In millions)                                              Cost          Value
                                                         -----------------------
 <S>                                                         <C>           <C>

 Maturity:
    Due in 2000                                           $   514       $   508
    Due in 2001-2004                                        3,119         3,129
    Due in 2005-2009                                        5,048         4,959
    Due after 2009                                          6,469         6,296
                                                          -------       -------
                                                           15,150        14,892
 Mortgage-backed and other asset-backed securities          2,414         2,376
                                                          -------       -------
 Total fixed maturity securities                          $17,564       $17,268
                                                          =======       =======
</TABLE>

The foregoing data is based on the stated  maturities of the securities.  Actual
maturities will differ for some securities  because borrowers may have the right
to call or prepay obligations with or without call or prepayment penalties.

Major categories of investment income are summarized as follows:

<TABLE>
<CAPTION>
                                                        Year ended December 31,
                                                     -----------------------------
 (In millions)                                          1999      1998      1997
                                                     -----------------------------
 <S>                                                   <C>       <C>       <C>

 Gross investment income:
    Fixed maturity securities                         $  997      $853      $773
    Equity securities                                     58        59        63
    Short-term investments                                45        32        28
    Securities and indebtedness of related parties        21        19        18
    Other                                                 47        33        41
                                                      ------      ----      ----
                                                       1,168       996       923
 Investment expenses                                     (17)      (11)      (13)
                                                      ------      ----      ----
 Net investment income                                $1,151      $985      $910
                                                      ======      ====      ====
</TABLE>


                                       38


<PAGE>
                     GE GLOBAL INSURANCE HOLDING CORPORATION
                                AND SUBSIDIARIES

             Notes to Consolidated Financial Statements (continued)


4.  Investments (continued)

The  Company's  sales  proceeds  and  realized  gains and  losses on  investment
securities are summarized as follows:

<TABLE>
<CAPTION>
                                                                Year ended December 31,
                                                            -------------------------------
(In millions)                                                1999        1998        1997
                                                            -------------------------------
<S>                                                           <C>         <C>         <C>

Sales proceeds from investment securities                   $9,211      $5,565      $5,877
                                                            ======      ======      ======

Net realized gains on investments before income taxes:
   Fixed maturity securities:
      Gross realized gains                                    $119        $124        $119
      Gross realized losses                                    (87)        (15)        (18)
   Equity securities:
      Gross realized gains                                     734         412         285
      Gross realized losses                                    (67)        (89)        (83)
                                                              ----        ----        ----
   Total net realized gains before income taxes                699         432         303
Provision for income taxes                                    (255)       (164)       (110)
                                                              ----        ----        ----
Net realized gains on investments, after income taxes         $444        $268        $193
                                                              ====        ====        ====
</TABLE>

The change in net  unrealized  gains  (losses),  before income  taxes,  on fixed
maturity securities was $(1,179) million, $225 million and $174 million in 1999,
1998 and 1997,  respectively;  the  corresponding  amounts for equity securities
were $(209)  million,  $37  million   and $216  million in 1999,  1998 and 1997,
respectively; and the corresponding amounts for other invested assets were $(74)
million and $103 million in 1999 and 1998, respectively.

The Company had investments in fixed maturity  securities with a carrying amount
of $768 million and $475 million at December 31, 1999 and 1998, respectively, on
deposit with state insurance departments to satisfy regulatory requirements.


                                       39


<PAGE>
                     GE GLOBAL INSURANCE HOLDING CORPORATION
                                AND SUBSIDIARIES

             Notes to Consolidated Financial Statements (continued)


5.  Intangible Assets

The Company's intangible assets are summarized as follows:

<TABLE>
<CAPTION>
                                                                  December 31,
                                                                 ---------------
(In millions)                                                     1999      1998
                                                                 ---------------
<S>                                                                <C>      <C>

Goodwill                                                         $1,266   $1,212
Present value of future profits ("PVFP")                            107      128
Value of insurance in-force                                          26       28
Customer list                                                       117      124
                                                                 ------   ------
                                                                 $1,516   $1,492
                                                                 ======   ======
</TABLE>

The Company's  intangible  assets are shown net of accumulated  amortization  of
$721 million and $628 million at December 31, 1999 and 1998, respectively.

The PVFP was  determined  using risk adjusted  discount rates from 8% to 15% and
the interest  rates  selected for the  valuation  were  determined  based on the
applicable  interest rates in the country of risk inherent in the realization of
the estimated future profits.  PVFP is being amortized using the interest method
over the duration of the related life business,  approximately  20 years, as the
premiums on the books of business are recognized.

The Company's  intangible  assets other than goodwill and PVPF include the value
of  property  and  casualty  business  recorded  in  connection  with GE Capital
Services'  acquisition  of ERC in 1984 and the value of a customer list recorded
in  connection  with the  acquisition  of the IRI business in 1998 (See Note 3).
These items are being  amortized using the  straight-line  method over a 16 year
period and a 20 year period, respectively.


                                       40


<PAGE>
                     GE GLOBAL INSURANCE HOLDING CORPORATION
                                AND SUBSIDIARIES

             Notes to Consolidated Financial Statements (continued)


6.  Claims and Claim Expenses

The  Company's  reconciliation  of its  beginning  and  ending  claims and claim
expense liabilities, net of reinsurance, is summarized as follows:

<TABLE>
<CAPTION>
                                                                   Year ended December 31,
                                                              ----------------------------------
(In millions)                                                   1999        1998         1997
                                                              ----------------------------------
<S>                                                              <C>          <C>          <C>

Balance at January 1 - gross                                  $15,852      $10,961      $10,869
Less reinsurance recoverables                                  (2,936)      (1,822)      (1,411)
                                                              -------      -------      -------
Balance at January 1 - net                                     12,916        9,139        9,458
                                                              -------      -------      -------

Claims and expenses incurred:
   Current year                                                 4,789        3,904        2,449
   Prior years                                                    340          (56)          71
                                                              -------      -------      -------
                                                                5,129        3,848        2,520
                                                              -------      -------      -------

Claims and expenses paid:
   Current year                                                (1,672)      (1,387)        (626)
   Prior years                                                 (2,997)      (2,309)      (1,949)
                                                              -------      -------      -------
                                                               (4,669)      (3,696)      (2,575)
                                                              -------      -------      -------

Claim reserves related to acquired companies (See Note 3)         793        3,470            -

Claim reserves related to disposed companies                     (202)           -            -

Foreign exchange and other                                       (147)         155         (264)
                                                              -------      -------      -------
Balance at December 31 - net                                   13,820       12,916        9,139
Add reinsurance recoverables                                    4,314        2,936        1,822
                                                              -------      -------      -------
Balance at December 31 - gross                                $18,134      $15,852      $10,961
                                                              =======      =======      =======
</TABLE>

Prior-year  claims  and  expenses  incurred  in  the  preceding  table  resulted
principally  from settling  claims  established  in earlier  accident  years for
amounts  that  differed  from  expectations  and  due to  changes  in  estimates
associated with a lag in receiving  underwriting  reports from ceding  companies
that causes development of both premiums and claims, especially as it relates to
the international operations.

The  increase in 1999  claims and  expenses  incurred  related to prior years is
attributable to higher than normal claim and expense development across a number
of lines  of  business, including  property  coverages  (which  was most  highly
impacted by much  higher  than  expected  industry-wide  losses with  respect to
Hurricane Georges), long-term disability and communications/media liability.


                                       41


<PAGE>
                     GE GLOBAL INSURANCE HOLDING CORPORATION
                                AND SUBSIDIARIES

             Notes to Consolidated Financial Statements (continued)


6.  Claims and Claim Expenses (continued)

In  establishing  the  liabilities  for  claims  and claim  expenses  related to
asbestos-related  illnesses and toxic waste cleanup,  management considers facts
currently  known  and the  current  state  of the law and  coverage  litigation.
Liabilities  are  recognized  for known  claims  (including  the cost of related
litigation)  when  sufficient  information  has been  developed  to indicate the
involvement of specific  insurance or  reinsurance  contracts and management can
reasonably estimate its liability. In addition, amounts have been established to
cover additional exposures on both known and unasserted claims, and estimates of
the liabilities are reviewed and updated continually.

The gross  liabilities  for  asbestos-related  illness and toxic  waste  cleanup
claims and claim  expenses and the related  reinsurance  recoverables  were $800
million and $195 million,  respectively, at December 31, 1999. These amounts are
management's best estimate, based on currently available information,  of future
claim and claim expense  payments and recoveries that are expected to develop in
future  years.  The  Company  monitors  evolving  case  law  and its  effect  on
asbestos-related   illness  and  toxic  waste  cleanup  claims.   Changing  U.S.
government  regulations  and  legislation,  including  continuing  Congressional
consideration of a Federal  Superfund law, newly reported  claims,  new contract
interpretations  and other  factors  could  significantly  affect  future  claim
development. While the Company has recorded its best estimate of its liabilities
for  asbestos-related  illness and toxic waste cleanup claims based on currently
available  information,  it is possible that additional liabilities may arise in
the future.  It is not  possible to estimate  with any  certainty  the amount of
additional  net loss,  or the range of net loss,  that is  reasonably  possible;
therefore, there can be no assurance that future liabilities will not materially
affect the Company's results of operations, financial position or cash flows.


7.  Income Taxes

The Company's provision for income taxes is summarized as follows:

<TABLE>
<CAPTION>
                                                 Year ended December 31,
                  -------------------------------------------------------------------------------------
                            1999                          1998                          1997
                  -------------------------     -------------------------     -------------------------
                  United    Inter-              United    Inter-              United    Inter-
(In millions)     States   national   Total     States   national   Total     States   national   Total
                  -------------------------     -------------------------     -------------------------
<S>               <C>        <C>      <C>       <C>        <C>      <C>        <C>      <C>       <C>

Current            $138      $ 78     $216       $210      $114     $324       $(77)     $ 40     $(37)
Deferred             27        25       52        (93)       60      (33)       172        99      271
                   ----      ----     ----       ----      ----     ----       ----      ----     ----
Total              $165      $103     $268       $117      $174     $291       $ 95      $139     $234
                   ====      ====     ====       ====      ====     ====       ====      ====     ====
</TABLE>

Income taxes paid (recovered) by the Company totaled $244 million,  $390 million
and $(53) million in 1999, 1998 and 1997, respectively.




                                       42


<PAGE>
                     GE GLOBAL INSURANCE HOLDING CORPORATION
                                AND SUBSIDIARIES

             Notes to Consolidated Financial Statements (continued)


7.  Income Taxes (continued)

The  Company's  effective  income tax rate on  pre-tax  income is lower than the
prevailing U.S. corporate federal income tax rate and is summarized as follows:

<TABLE>
<CAPTION>
                                                        Year ended December 31,
                                                       -------------------------
                                                       1999      1998      1997
                                                       -------------------------
<S>                                                    <C>       <C>       <C>

Corporate federal income tax rate                       35%       35%       35%
Tax-exempt investment income                           (12)      (10)      (11)
Intercompany dividend payment                            3         3         3
Other items, net                                         1        (1)        -
                                                        --        --        --
Effective tax rate                                      27%       27%       27%
                                                        ==        ==        ==
</TABLE>

The  significant  components  of the  Company's  net  deferred  tax  assets  and
liabilities are summarized as follows:

<TABLE>
<CAPTION>
                                                                December 31,
                                                             -------------------
(In millions)                                                 1999        1998
                                                             -------------------
<S>                                                            <C>         <C>

Deferred tax assets:
   Claims and claim expenses                                   $352      $  259
   Unearned premiums                                            123         106
   Foreign tax credit carryforwards                             130         153
   Foreign currency translation                                  81          63
   Contract deposit assets                                      118         110
   Other                                                        112         108
                                                               ----      ------
   Total gross deferred tax assets                              916         799
   Valuation allowance                                          (55)        (55)
                                                               ----      ------
   Total deferred tax assets                                    861         744
                                                               ----      ------

Deferred tax liabilities:
   Deferred insurance acquisition costs                         465         339
   Net unrealized gains on investment securities                 57         597
   Contract deposit liabilities                                  92         126
   Other                                                        268         221
                                                               ----      ------
   Total deferred tax liabilities                               882       1,283
                                                               ----      ------
Net deferred tax liability                                     $(21)     $ (539)
                                                               ====      ======
</TABLE>

A valuation  allowance is provided  when it is more likely than not that certain
deferred  tax  assets  will not be  realized.  The  Company  has  established  a
valuation  allowance for deferred tax assets  associated with foreign tax credit
carryforwards  that exceed the  projected  future  benefit of such   foreign tax
credits.

The Company did not have a payable to (recoverable from) GE Capital Services for
income taxes due at December 31, 1999 or 1998.


                                       43


<PAGE>
                    GE GLOBAL INSURANCE HOLDING CORPORATION
                                AND SUBSIDIARIES

             Notes to Consolidated Financial Statements (continued)


8.  Indebtedness to/from Related Parties

The Company and GE Capital  Corporation are  participants in a revolving  credit
agreement that involves an international  cash pooling  arrangement on behalf of
certain European  affiliates of the Company.  In such roles,  either participant
may make short-term loans to the other as part of the cash pooling  arrangement.
Each such borrowing shall be repayable upon demand,  but not to exceed 364 days.
This unsecured line of credit has an interest rate per annum equal to GE Capital
Services'  cost of funds for the currency in which such borrowing is denominated
and is available  for an initial term of five years  expiring  October 21, 2002,
and shall be  automatically  extended  for  successive  terms of one year  each,
unless  terminated  in  accordance  with the terms of the  agreement.  The total
amount drawn (loaned) on this credit facility by the Company was $53 million and
$(265) million as of December 31, 1999 and 1998, respectively.

The Company has in place a revolving  credit  agreement with GE Capital Services
for an amount up to $600 million that expires  January 1, 2001, with an interest
rate per annum equal to GE Capital  Services'  cost of funds.  This agreement is
automatically  extended for successive terms of one year each, unless terminated
in accordance  with the terms of the  agreement.  The total amount drawn on this
credit facility,  including accrued interest  payable,  was $42 million and $426
million as of December 31, 1999 and 1998, respectively. During 1998, the Company
utilized this credit facility  primarily to fund its  acquisition  of GE Re (See
Note 3), with such amounts being repaid in 1999 using  proceeds  from  long-term
borrowings  (See  Note 9).  Interest  accrued  on such  borrowings  at an annual
weighted-average  interest rate of 5.18% and 5.41% for the years ended  December
31, 1999 and 1998, respectively.  Total interest  paid  in 1999  was $9 million,
with no interest paid in 1998 or 1997.

In October  1998,  the Company  entered into an interim loan  agreement  with GE
Capital  Corporation  for  $625  million  to fund  its  acquisition  of  Medical
Protective  (See Note 3). This interim loan  agreement  has an interest rate per
annum  equal to GE  Capital  Corporation's  cost of  funds.  The  total  balance
outstanding  under this  interim  loan  agreement,  including  accrued  interest
payable,  was $666  million and $632  million as of December  31, 1999 and 1998,
respectively.  Interest accrued on such borrowings at an annual weighted-average
interest rate of 5.26% and 5.34% for the years ended December 31, 1999 and 1998,
respectively, with no interest paid in either year.

9.  Borrowings

In February  1996,  the Company  issued $600  million of senior  unsecured  debt
securities  at 7% per  annum,  which are not  redeemable  prior to  maturity  on
February 15, 2026. The Company  received $556 million in net proceeds from these
notes  (after  deduction  of  underwriting  discounts  and  commissions  and the
original issue discount and cost of an interest rate "lock"  contract) which was
used to repay short-term borrowings.

In March 1999,  the Company issued $400 million of redeemable  senior  unsecured
debt  securities  at 6.45% per annum,  that are  scheduled to mature on March 1,
2019.  The Company  received  $395 million in net proceeds  from the issuance of
these notes (after deduction of underwriting  discounts and  commissions)  which
was used to repay  outstanding  short-term  borrowings  under  the  intercompany
revolving credit agreement with GE Capital Services (See Note 8).

Total interest paid on borrowings  was $55 million,  $42 million and $42 million
in 1999, 1998 and 1997, respectively.

                                       44


<PAGE>
                     GE GLOBAL INSURANCE HOLDING CORPORATION
                                AND SUBSIDIARIES

             Notes to Consolidated Financial Statements (continued)


10.  Supplemental Financial Statement and Reinsurance Data

Insurance  premiums written and earned in 1999, 1998 and 1997 and life insurance
in force as of December 31, 1999, 1998 and 1997 are summarized as follows:

<TABLE>
<CAPTION>
                                   Insurance Premiums Written
                               -----------------------------------
                               Property/
(In millions)                  Casualty        Life        Total
                               -----------------------------------
<S>                               <C>           <C>          <C>
1999:
   Direct                       $  999        $    5       $1,004
   Assumed                       6,373         1,525        7,898
   Ceded                        (1,489)         (266)      (1,755)
                                ------        ------       ------
   Net                          $5,883        $1,264       $7,147
                                ======        ======       ======
1998:
   Direct                       $  535        $    4       $  539
   Assumed                       5,300         1,314        6,614
   Ceded                          (947)         (222)      (1,169)
                                ------        ------       ------
   Net                          $4,888        $1,096       $5,984
                                ======        ======       ======

1997:
   Direct                       $  392        $    4       $  396
   Assumed                       3,778         1,170        4,948
   Ceded                          (677)         (122)        (799)
                                ------        ------       ------
   Net                          $3,493        $1,052       $4,545
                                ======        ======       ======


</TABLE>

<TABLE>
<CAPTION>
                                    Insurance Premiums Earned
                               -----------------------------------       Life
                               Property/                               Insurance
(In millions)                  Casualty        Life        Total       In-Force
                               -------------------------------------------------
<S>                               <C>           <C>          <C>           <C>
1999:
   Direct                       $  890        $    5      $  895       $  2,724
   Assumed                       6,285         1,534       7,819        500,568
   Ceded                        (1,553)         (265)     (1,818)      (165,094)
                                ------        ------      ------       --------
   Net                          $5,622        $1,274      $6,896       $338,198
                                ======        ======      ======       ========

1998:
   Direct                       $  509        $    4      $  513       $  2,291
   Assumed                       4,911         1,322       6,233        317,571
   Ceded                          (888)         (223)     (1,111)       (56,378)
                                ------        ------      ------       --------
   Net                          $4,532        $1,103      $5,635       $263,484
                                ======        ======      ======       ========

1997:
   Direct                       $  369        $    3      $  372       $  1,865
   Assumed                       3,815         1,058       4,873        266,840
   Ceded                          (661)         (117)       (778)       (54,870)
                                ------        ------      ------       --------
   Net                          $3,523        $  944      $4,467       $213,835
                                ======        ======      ======       ========


</TABLE>


                                       45


<PAGE>
                     GE GLOBAL INSURANCE HOLDING CORPORATION
                                AND SUBSIDIARIES

             Notes to Consolidated Financial Statements (continued)


10.  Supplemental Financial Statement and Reinsurance Data (continued)

Claims,  claim expenses and policy benefits  incurred in 1999, 1998 and 1997 are
summarized as follows:

<TABLE>
<CAPTION>
                                                Property/
(In millions)                                   Casualty     Life        Total
                                                --------------------------------
<S>                                               <C>         <C>          <C>
1999:
   Direct                                       $  279      $    -       $  279
   Assumed                                       6,075       1,289        7,364
   Ceded                                        (1,960)       (298)      (2,258)
                                                ------      ------       ------
   Net                                          $4,394      $  991       $5,385
                                                ======      ======       ======

1998:
   Direct                                       $  377      $    3       $  380
   Assumed                                       3,761       1,169        4,930
   Ceded                                          (978)       (229)      (1,207)
                                                ------      ------       ------
   Net                                          $3,160      $  943       $4,103
                                                ======      ======       ======

1997:
   Direct                                       $  390      $    2       $  392
   Assumed                                       2,611         818        3,429
   Ceded                                          (520)        (41)        (561)
                                                ------      ------       ------
   Net                                          $2,481      $  779       $3,260
                                                ======      ======       ======


</TABLE>

The Company's  insurance company  subsidiaries both assume  reinsurance from and
cede  reinsurance  to other  insurance  companies.  That  portion  of the  risks
exceeding each  subsidiary's  retention  limit is reinsured with other insurers.
The Company also acquires other reinsurance coverages with retentions and limits
that  management  believes  are  appropriate  for  the  circumstances.   In  the
accompanying consolidated financial statements, premiums, claims, claim expenses
and policy benefits and deferred insurance acquisition costs are reported net of
reinsurance ceded; reinsurance  liabilities,  unearned premiums and accruals are
reported gross of reinsurance ceded.

The Company's  retrocession  program includes aggregate excess of loss coverages
in which  accident  year losses  exceeding  a specified  loss ratio are ceded to
retrocessionaires.  These contracts also contain  contingent  premium provisions
whereby the Company is required to cede additional premiums equal to a specified
portion of the covered  losses.  In 1999,  the  accident  year  losses  incurred
exceeded the specified  loss ratio and,  accordingly,  accruals for  reinsurance
recoverables  and ceded  premium  payables  were  reflected in the  accompanying
consolidated financial statements in accordance with the terms of the underlying
retrocession contracts.

The   Company's   insurance   company   subsidiaries   remain  liable  to  their
policyholders  if  the  reinsurers  they  cede  to  are  unable  to  meet  their
contractual obligations under the applicable reinsurance agreements. To minimize
its exposure to significant  losses from reinsurance  insolvencies,  the Company
evaluates the financial condition of its reinsurers and monitors  concentrations
of credit risk arising from similar geographic  regions,  activities or economic
characteristics  of the reinsurers.  There was no significant  concentration  of
reinsurance  recoverables  and  prepaid  reinsurance  premiums  due from any one
reinsurer at December 31, 1999, with the exception of approximately $500 million
of accrued  reinsurance  recoverables from National Indemnity Company (currently
rated A++  (Superior)  by A.M.  Best  Company) in connection  with the Company's
aggregate excess retrocession program.




                                       46


<PAGE>
                     GE GLOBAL INSURANCE HOLDING CORPORATION
                                AND SUBSIDIARIES

             Notes to Consolidated Financial Statements (continued)



10.  Supplemental Financial Statement and Reinsurance Data (continued)

For financial  reinsurance  assumed,  premiums received are reported as contract
deposit  liabilities,  not as revenues-the  Company reports revenue for the risk
fees charged for those services.  Statutory  policyholder's  surplus of the life
insurance company  subsidiaries has been reduced  approximately  $288 million at
December 31, 1999 in connection with financial reinsurance assumed. Such amounts
are secured by future  profits on the reinsured  business.  The  Company's  life
insurance  subsidiaries  are also subject to the risk that the ceding  companies
may become insolvent  and  the right of offset would not be permitted;  however,
management does not believe such risk is significant.

11.  Stockholder's Equity

ERC has  issued  11,673  shares of  $100,000  par value,  nonredeemable,  voting
preferred  stock  to  GE  Capital  Corporation.  This  preferred  stock  accrues
preferential and cumulative  dividends at an annual rate of 7.5% (prior to 1999,
the dividend  rate was a variable rate).  ERC may, upon approval by its Board of
Directors,  redeem the preferred  stock, in whole or in part, at 100% of the par
value of the preferred  stock plus all dividends  accrued thereon to the date of
redemption.  Preferred  stock  dividends  paid by ERC totaled $88  million,  $85
million and $82 million in 1999, 1998 and 1997, respectively.

GE Global  Insurance  has issued 1,500 shares of $100,000 par value,  nonvoting,
cumulative preferred stock to GE Capital Corporation. Dividends on the preferred
stock are paid at a rate of 5% per annum if, as and when  declared  by the Board
of  Directors  of the  Company,  and totaled $8 million in 1999,  1998 and 1997.

12.  Statutory Accounting Practices

ERC and its domestic  insurance  company  subsidiaries are domiciled in Missouri
and Kansas,  GE Re is domiciled in Illinois and Medical  Protective is domiciled
in Indiana. Statutory-basis financial statements are prepared in accordance with
accounting  practices  prescribed or permitted by the respective state insurance
departments.  "Prescribed"  statutory  accounting  practices include state laws,
regulations  and  general   administrative  rules,  as  well  as  a  variety  of
publications of the National  Association of Insurance  Commissioners  ("NAIC").
"Permitted"  statutory  accounting  practices encompass all accounting practices
that are not  prescribed;  such  practices  may differ from state to state,  may
differ  from  company  to company  within a state and may change in the  future.
There  are  no  significant   permitted  accounting  practices  that  vary  from
prescribed  accounting  practices  being  utilized  by  the  Company's  domestic
insurance company subsidiaries, except as noted on the following page.





                                       47


<PAGE>
                     GE GLOBAL INSURANCE HOLDING CORPORATION
                                AND SUBSIDIARIES

             Notes to Consolidated Financial Statements (continued)


12.  Statutory Accounting Practices (continued)

Stockholder's  equity and net  income,  as  reported  to the  domiciliary  state
insurance  departments in accordance with its prescribed or permitted  statutory
accounting practices,  for the Company's domestic insurance company subsidiaries
are summarized as follows:

<TABLE>
<CAPTION>
                                                                 December 31,
                                                               -----------------
(In millions)                                                   1999       1998
                                                               -----------------
<S>                                                              <C>        <C>

Stockholder's equity:
   ERC                                                         $4,270     $4,099
   Property and casualty subsidiaries of ERC                      231        569
   Life and annuity subsidiaries of ERC                         2,554      2,213
   GE Re                                                          755        755
   Property and casualty subsidiary of GE Re                        -        373
   Medical Protective                                             358          -
</TABLE>

<TABLE>
<CAPTION>
                                                       Year ended December 31,
                                                      --------------------------
(In millions)                                          1999       1998      1997
                                                      --------------------------
<S>                                                    <C>        <C>       <C>

Net income (loss):
   ERC                                                 $349       $671      $533
   Property and casualty subsidiaries of ERC             22        112        62
   Life and annuity subsidiaries of ERC                  (9)       168      (285)
   GE Re                                                 40       (146)        -
   Property and casualty subsidiary of GE Re              -         40         -
   Medical Protective                                    66          -         -
</TABLE>

The  comparability  of the 1999 and 1998 amounts in the above tables is impacted
by the following two 1999 transactions: (1) the merger of GE Re and its property
and casualty  subsidiary  and (2) the  assignment  by ERC of its  investment  in
Medical  Protective to GE Global  Insurance.  The  comparability of the 1998 and
1997  amounts in the above table is  impacted  by the 1998  dividend by ERC of a
property and casualty subsidiary to GE Global Insurance, who in turn contributed
such subsidiary to GE Re.



                                       48


<PAGE>
                     GE GLOBAL INSURANCE HOLDING CORPORATION
                                AND SUBSIDIARIES

             Notes to Consolidated Financial Statements (continued)


12.  Statutory Accounting Practices (continued)

The payment of stockholder dividends by domestic insurance companies without the
prior  approval  of  regulators  is  limited  to  formula  amounts  based on net
investment  income  and/or  net  income,   capital  and  surplus  determined  in
accordance with statutory accounting practices, as well as the timing and amount
of dividends paid in the preceding 12 months.  The maximum amount  available for
the payment of dividends during 2000 by ERC without prior regulatory approval is
$294 million after  December 29, 2000. Of this amount,  $88 million is committed
to pay dividends on the preferred stock issued by ERC to GE Capital Corporation.
GE Re will not be able to make any  dividend  payments  during 2000  without the
prior  approval of the  Director of  Insurance  for the State of  Illinois.  The
maximum  amount  available  for the payment of dividends  during 2000 by Medical
Protective  without prior regulatory  approval is $66 million after December 17,
2000.

ERC has received written  approval from the Missouri  Department of Insurance to
discount  its  claims  and  claim  expense   liabilities  related  to  long-term
disability business. Prescribed statutory accounting practice does permit claims
and  claim  expense  liabilities  associated  with  long-term  disability  to be
accounted  for  on a  discounted  basis  although  the  Missouri  Department  of
Insurance  requires  that  insurance  companies  obtain  written  permission  to
discount  certain  claims  and claim  expense  liabilities.  The total  discount
recognized for statutory  purposes was $302 million and $327 million at December
31, 1999 and 1998, respectively.

ERC has also received written approval from the Missouri Department of Insurance
to take  credit for certain  unauthorized  reinsurance  by  obtaining a parental
guarantee from GE Global Insurance.

The NAIC has adopted  minimum  risk-based  capital  requirements to evaluate the
adequacy of statutory capital and surplus in relation to an insurance  company's
risks.  Regulatory compliance with risk-based capital requirements is defined by
a ratio of a  company's  regulatory  total  adjusted  capital to its  authorized
control  level  risk-based  capital,  as defined by the NAIC.  Each of GE Global
Insurance's  domestic  insurance  company  subsidiaries   exceeded  the  minimum
risk-based capital requirements at December 31, 1999.

The Company's  international  insurance company  subsidiaries  prepare statutory
financial  statements based on local laws and regulations.  Some  jurisdictions,
such  as  the  United  Kingdom,   impose  complex  regulatory   requirements  on
reinsurance companies, while other jurisdictions,  such as Germany, impose fewer
requirements.  Local reinsurance  business conducted by the Company's  insurance
company  subsidiaries in some countries  require licenses issued by governmental
authorities.  These  licenses  may be  subject  to  modification  or  revocation
dependent on such  factors as amount and types of reserves  and minimum  capital
and solvency tests. Jurisdictions may also impose fines, censure and/or criminal
sanctions for violation of regulatory requirements.

                                       49

<PAGE>
                     GE GLOBAL INSURANCE HOLDING CORPORATION
                                AND SUBSIDIARIES

             Notes to Consolidated Financial Statements (continued)


13.  Contingencies

There are no pending legal  proceedings  beyond the ordinary  course of business
that in the opinion of the Company's management,  based on information available
at the  date of  this  report,  would  have a  material  adverse  effect  on the
Company's consolidated results of operation or financial condition.


14.  Fair Value of Financial Instruments

This note  discloses  fair value  information  about  certain  of the  Company's
financial  instruments,  whether or not  recognized  in the  balance  sheet.  No
attempt has been made to estimate the value of  anticipated  future  business or
the  value  of  assets  or  liabilities   that  are  not  considered   financial
instruments.  Fair value estimates are made at a specific point in time based on
relevant  market  information  about the  financial  instrument.  In cases where
quoted  market  prices  are not  available,  fair  values  are  estimated  using
discounted  cash flow or other  valuation  techniques.  These  estimates  may be
subjective  in  nature  and  involve  uncertainties  and,  therefore,  cannot be
determined with precision. Changes in the assumptions could significantly affect
the estimates.  As such, the derived fair value estimates cannot  necessarily be
substantiated  by  comparison  to  independent  markets  and may differ from the
amounts that might be involved in an  immediate  settlement  of the  instrument.
Fair value disclosures are not required for certain financial  instruments,  the
most  significant  of these for the Company are the  insurance  liabilities  and
related assets, other than financial guarantees and investment contracts.

Financial instruments that are reflected in the accompanying financial statement
at fair value or for which fair values are  disclosed  elsewhere in the notes to
the financial statements are not included in the following disclosure.  The most
significant of which are  investments,  cash,  amounts due from related parties,
accrued investment income, separate accounts and other receivables and payables.
Fair values of other financial instruments have been determined as follows:

Accumulated contract values - Based on expected future cash flows, discounted at
currently   offered  interest  rates  for  similar   contracts  with  maturities
consistent with those remaining for the contracts being valued.

Financial guaranty  reinsurance - Based on estimated premium rates that would be
charged and commissions that would be allowed at the financial statement date.

Borrowings - Based on quoted  market prices or market  comparables  and includes
the effects of counterparty creditworthiness.

All other instruments - Based on comparable  transactions,  market  comparables,
discounted future cash flows, quoted market prices  and/or estimates of the cost
to terminate or otherwise settle obligations to counterparties.


                                       50


<PAGE>
                     GE GLOBAL INSURANCE HOLDING CORPORATION
                                AND SUBSIDIARIES

             Notes to Consolidated Financial Statements (continued)


14.  Fair Value of Financial Instruments (continued)

Information  about certain  financial  instruments that were not carried at fair
value at December 31, 1999 and 1998, is summarized as follows:

<TABLE>
<CAPTION>
                                                      December 31, 1999                            December 31, 1998
                                          ------------------------------------------   ------------------------------------------
                                                          Assets (liabilities)                         Assets (liabilities)
                                                     -------------------------------              -------------------------------
                                                                Estimated Fair Value                         Estimated Fair Value
                                          Notional   Carrying   --------------------   Notional   Carrying   --------------------
(In millions)                              Amount     Amount      High       Low        Amount     Amount      High       Low
                                          ------------------------------------------   ------------------------------------------
<S>                                          <C>        <C>        <C>        <C>         <C>        <C>        <C>        <C>

Assets:
  Purchased options                        $    -    $     -    $     -    $     -      $   15    $    10    $    38    $    29
  Options, including "floors"                  52          7         13         13          27          4          5          5
  Other cash financial instruments            (a)         70         70         70         (a)        114        114        114

Liabilities:
  Borrowings and related instruments:
   Borrowings (b)                             (a)       (956)      (898)      (898)        (a)       (557)      (557)      (557)
   Interest rate swaps                          -          -          -          -          25          -         (1)        (1)
   Currency forwards                          270          -          -          -         617          -         (1)        (1)
  Investment contract benefits                (a)     (1,145)    (1,125)    (1,125)        (a)     (1,284)    (1,270)    (1,270)
  Financial guaranty reinsurance            4,132        (34)       (32)       (43)      4,425        (44)       (41)       (56)
  Performance guarantees,
    principally letters of credit             549        (a)          3          1         193        (a)          -          -
Other firm commitments:
  Cross currency swaps                     1,004        238        200        200       1,039         59        183        183
</TABLE>

(a)  Not applicable.
(b)  See Note 9.

The  Company  uses S&P 500  indexed  call  options  to hedge  the  equity  index
component of several  single-premium  equity-indexed  annuities  reinsured.  The
Company,  having paid a premium for these  options,  has the right to purchase a
notional investment in the S&P 500 index at a fixed price on a specific date.

Foreign currency forward purchase  contracts are employed to manage exposures to
changes in currency exchange rates.  These financial  instruments  generally are
used as hedges of identified  assets,  liabilities  or net  functional  currency
positions.

Cross currency  swaps are used by the Company to hedge foreign  currency risk on
net investment  exposure  resulting from exchange rate  fluctuations  in foreign
currency denominated assets and liabilities.  On a limited basis, and as part of
ongoing  customer  activities,  the  Company  utilizes  interest  rate swaps and
options to minimize its exposure to  movements in interest  rates and  financial
markets that have a direct correlation with certain of its reinsurance products.

The Company is exposed to credit-related  losses in the event of non-performance
by  the  counterparties  to  various  contracts,  but it  does  not  expect  the
counterparties  to fail to meet  their  obligations  due to  rigid  counterparty
credit exposure policies employed.

                                       51


<PAGE>
                     GE GLOBAL INSURANCE HOLDING CORPORATION
                                AND SUBSIDIARIES

             Notes to Consolidated Financial Statements (continued)


15.  Segment Information

The Company  conducts  its  operations  principally  through the  following  two
business segments:

Property and Casualty Insurance/Reinsurance Segment (Property/Casualty)

The domestic property/casualty  operations of the Company include reinsurance of
most property/casualty lines of business, including general liability, property,
excess workers' compensation and auto liability in the United States, Canada and
business  written in the United States where the reinsured is outside the United
States.  In addition,  the Company  provides  insurance and  reinsurance for the
healthcare  industry,  conducts  excess and surplus  lines and direct  specialty
insurance  business  and  participates  in  financially   oriented   reinsurance
treaties.

International  property/casualty  operations are conducted through  subsidiaries
and branch  offices  located in Australia,  Brazil,  Denmark,  England,  France,
Germany,  Hong Kong,  Ireland,  Italy,  Japan,  Lebanon,  Luxembourg,  Malaysia,
Mexico,  New Zealand,  Poland,  Singapore and Spain, and include  reinsurance of
property/casualty  business in those countries and elsewhere  outside the United
States and Canada.


Life Reinsurance Segment (Life)

The  domestic  and   international   life  operations  of  the  Company  include
reinsurance of life and health insurance and annuity products and  participation
in financially oriented reinsurance treaties.  The international life operations
are conducted  through  subsidiaries  and branch  offices as detailed  above and
include  reinsurance of life business in those  countries and elsewhere  outside
the United States and Canada.

The Company's industry segment activity is summarized as follows:

<TABLE>
<CAPTION>
                                                  1999 - Industry Segments
                                            ------------------------------------
                                            Property/
(In millions)                               Casualty       Life     Consolidated
                                            ------------------------------------
<S>                                             <C>         <C>           <C>

Net premiums written                         $ 5,883      $1,264      $ 7,147
                                             =======      ======      =======

Net premiums earned                          $ 5,622      $1,274      $ 6,896
Net investment income                            853         298        1,151
Net realized gains on investments                617          82          699
Other revenues                                   150         135          285
                                             -------      ------      -------
Total revenues                                 7,242       1,789        9,031
                                             -------      ------      -------

Claims, claim expenses and policy benefits     4,394         991        5,385
Insurance acquisition costs                    1,467         372        1,839
Other operating costs and expenses               637         182          819
                                             -------      ------      -------
Total costs and expenses                       6,498       1,545        8,043
                                             -------      ------      -------

Earnings before income taxes                 $   744      $  244      $   988
                                             =======      ======      =======

Total assets at December 31                  $28,203      $9,358      $37,561
                                             =======      ======      =======
</TABLE>


                                       52


<PAGE>
                     GE GLOBAL INSURANCE HOLDING CORPORATION
                                AND SUBSIDIARIES

             Notes to Consolidated Financial Statements (continued)


15.  Segment Information (continued)

<TABLE>
<CAPTION>
                                                  1998 - Industry Segments
                                            ------------------------------------
                                            Property/
(In millions)                               Casualty       Life     Consolidated
                                            ------------------------------------
<S>                                             <C>         <C>          <C>

Net premiums written                         $ 4,888      $1,096      $ 5,984
                                             =======      ======      =======

Net premiums earned                          $ 4,532      $1,103      $ 5,635
Net investment income                            705         280          985
Net realized gains on investments                398          34          432
Other revenues                                    43         108          151
                                             -------      ------      -------
Total revenues                                 5,678       1,525        7,203
                                             -------      ------      -------

Claims, claim expenses and policy benefits     3,160         943        4,103
Insurance acquisition costs                    1,095         262        1,357
Other operating costs and expenses               510         163          673
                                             -------      ------      -------
Total costs and expenses                       4,765       1,368        6,133
                                             -------      ------      -------

Earnings before income taxes                 $   913      $  157      $ 1,070
                                             =======      ======      =======

Total assets at December 31                  $25,754      $9,293      $35,047
                                             =======      ======      =======
</TABLE>

<TABLE>
<CAPTION>
                                                  1997 - Industry Segments
                                            ------------------------------------
                                            Property/
(In millions)                               Casualty       Life     Consolidated
                                            ------------------------------------
<S>                                             <C>         <C>          <C>

Net premiums written                         $ 3,493      $1,052      $ 4,545
                                             =======      ======      =======

Net premiums earned                          $ 3,523      $  944      $ 4,467
Net investment income                            681         229          910
Net realized gains on investments                260          43          303
Other revenues                                    37          67          104
                                             -------      ------      -------
Total revenues                                 4,501       1,283        5,784
                                             -------      ------      -------

Claims, claim expenses and policy benefits     2,481         779        3,260
Insurance acquisition costs                      883         190        1,073
Other operating costs and expenses               407         162          569
                                             -------      ------      -------
Total costs and expenses                       3,771       1,131        4,902
                                             -------      ------      -------

Earnings before income taxes                 $   730      $  152      $   882
                                             =======      ======      =======

Total assets at December 31                  $19,356      $8,176      $27,532
                                             =======      ======      =======
</TABLE>


                                       53


<PAGE>
                     GE GLOBAL INSURANCE HOLDING CORPORATION
                                AND SUBSIDIARIES

             Notes to Consolidated Financial Statements (continued)


15.  Segment Information (continued)

The Company's  business by geographic area is summarized in the following table.
Allocations  to the domestic  geographic  area include  business  related to the
United States and Canada, as well as business written in the United States where
the  reinsured is outside the United  States.  International  business  includes
business   written  by   subsidiaries   located   outside  the  United   States,
predominantly in Europe.

<TABLE>
<CAPTION>
                                                        Geographic Area
                                          -------------------------------------------
(In millions)                             Domestic     International     Consolidated
                                          -------------------------------------------
<S>                                          <C>             <C>              <C>
1999:
   Revenues                               $ 5,301         $ 3,730          $ 9,031
   Earnings before income taxes               667             321              988
   Identifiable assets at December 31      22,043          15,518           37,561

1998:
   Revenues                               $ 3,808         $ 3,395          $ 7,203
   Earnings before income taxes               674             396            1,070
   Identifiable assets at December 31      21,475          13,572           35,047

1997:
   Revenues                               $ 2,943         $ 2,841          $ 5,784
   Earnings before income taxes               566             316              882
   Identifiable assets at December 31      16,622          10,910           27,532


</TABLE>


16.  Unaudited Quarterly Financial Data

The Company's  quarterly  financial  results and other data in 1999 and 1998 are
summarized as follows:

<TABLE>
<CAPTION>
                                            Year ended December 31, 1999
                                     -------------------------------------------
                                      First      Second       Third      Fourth
(In millions)                        Quarter     Quarter     Quarter     Quarter
                                     -------------------------------------------
<S>                                    <C>         <C>         <C>         <C>

Net premiums earned                  $1,674      $1,722      $1,622      $1,878
Net investment income                   278         295         294         284
Total costs and expenses              1,801       2,001       1,946       2,295
Net earnings                            249         174         220          77
</TABLE>

<TABLE>
<CAPTION>
                                            Year ended December 31, 1998
                                     -------------------------------------------
                                      First      Second       Third      Fourth
(In millions)                        Quarter     Quarter     Quarter     Quarter
                                     -------------------------------------------
<S>                                    <C>         <C>         <C>         <C>

Net premiums earned                  $1,207      $1,434      $1,269      $1,725
Net investment income                   236         234         250         265
Total costs and expenses              1,304       1,527       1,389       1,913
Net earnings                            205         196         228         150
</TABLE>


                                       54





<PAGE>
                          Financial Statement Schedules


                                       55


<PAGE>
<TABLE>
<CAPTION>
                                                                     Schedule II

                     GE GLOBAL INSURANCE HOLDING CORPORATION
                                AND SUBSIDIARIES

                  Condensed Financial Information of Registrant
                                (Parent Company)

                              Statement of Earnings


                                                        Year ended December 31,
                                                       -------------------------
(In millions)                                          1999      1998      1997
                                                       -------------------------
<S>                                                    <C>       <C>       <C>

Revenues
Net investment income                                  $  1      $  2      $  -
Equity in undistributed earnings                        393       168       387
Dividends from subsidiaries                             387       654       298
                                                       ----      ----      ----
Total revenues                                          781       824       685
                                                       ----      ----      ----

Costs and Expenses
Interest expense                                         68        49        42
Other operating costs and expenses                       26        20        15
                                                       ----      ----      ----
Total costs and expenses                                 94        69        57
                                                       ----      ----      ----

Earnings before income taxes                            687       755       628

Provision for income taxes                              (33)      (24)      (20)
                                                       ----      ----      ----

Net earnings                                           $720      $779      $648
                                                       ====      ====      ====
</TABLE>


See Notes to Condensed Financial Information of Registrant.


                                       56


<PAGE>
<TABLE>
<CAPTION>
                                                                            Schedule II

                     GE GLOBAL INSURANCE HOLDING CORPORATION
                                AND SUBSIDIARIES

            Condensed Financial Information of Registrant (continued)
                                (Parent Company)

                         Statement of Financial Position


                                                                       December 31,
                                                                    -------------------
(In millions)                                                        1999        1998
                                                                    -------------------
<S>                                                                   <C>         <C>

Assets
Cash                                                                $    4      $    -
Investment in subsidiaries                                           7,074       6,943
Short-term investments, at amortized cost                               85          50
Indebtedness of related parties                                        113           -
Other assets                                                            11          30
                                                                    ------      ------

Total assets                                                        $7,287      $7,023
                                                                    ======      ======

Liabilities and equity
Other liabilities                                                   $   31      $   20
Long-term borrowings                                                   956         557
Indebtedness to related parties                                        725         426
                                                                    ------      ------
   Total liabilities                                                 1,712       1,003
                                                                    ------      ------
Preferred stock, $100,000 par value; authorized,
   issued and outstanding - 1,500 shares                               150         150
Common stock, $5,000 par value; authorized,
   issued and outstanding - 1,000 shares                                 5           5
Paid-in capital                                                        845         845
Retained earnings                                                    4,630       4,161
Accumulated unrealized gains on investment securities - net (a)         51         932
Accumulated foreign currency translation adjustments (a)              (106)        (73)
                                                                    ------      ------
   Total stockholder's equity                                        5,575       6,020
                                                                    ------      ------

Total liabilities and equity                                        $7,287      $7,023
                                                                    ======      ======
</TABLE>

(a)  The sum of  accumulated  unrealized  gains  on  investment  securities  and
     accumulated   foreign   currency   translation    adjustments   constitutes
     "Accumulated  nonowner  changes  other  than  earnings,"  as  shown  in the
     Consolidated  Statement of Stockholder's  Equity, and was $(55) million and
     $859 million at year-end 1999 and 1998, respectively.


See Notes to Condensed Financial Information of Registrant.


                                       57


<PAGE>
<TABLE>
<CAPTION>
                                                                     Schedule II

                     GE GLOBAL INSURANCE HOLDING CORPORATION
                                AND SUBSIDIARIES

            Condensed Financial Information of Registrant (continued)
                                (Parent Company)

                             Statement of Cash Flows


                                                      Year ended December 31,
                                                    ----------------------------
(In millions)                                        1999       1998       1997
                                                    ----------------------------
<S>                                                  <C>        <C>         <C>

Cash Flows From Operating Activities
Net earnings                                         $720       $779       $648
Adjustments to reconcile net earnings to cash
   from operating activities:
      Equity in undistributed earnings               (393)      (432)      (387)
      Other, net                                       (7)       (22)         5
                                                     ----       ----       ----
   Cash from operating activities                     320        325        266
                                                     ----       ----       ----

Cash Flows From Investing Activities
Net  purchases  of short-term investments             (34)       (10)       (33)
Investment in subsidiaries                           (694)      (463)         -
                                                     ----       ----       ----
   Cash used for investing activities                (728)      (473)       (33)
                                                     ----       ----       ----

Cash Flows From Financing Activities
Proceeds from short-term borrowings                   694        426          -
Payments on short-term borrowings                    (426)         -          -
Proceeds from long-term borrowings                    395          -          -
Dividends paid                                       (251)      (278)      (233)
                                                     ----       ----       ----
   Cash from (used for) financing activities          412        148       (233)
                                                     ----       ----       ----

Increase (decrease) in cash                             4          -          -
Cash at beginning of year                               -          -          -
                                                     ----       ----       ----

Cash at end of year                                  $  4       $  -       $  -
                                                     ====       ====       ====
</TABLE>


See Notes to Condensed Financial Information of Registrant.


                                       58


<PAGE>
                                                                     Schedule II

                     GE GLOBAL INSURANCE HOLDING CORPORATION
                                AND SUBSIDIARIES

             Notes to Condensed Financial Information of Registrant
                                (Parent Company)


1.  Basis of Presentation

GE  Global  Insurance   Holding   Corporation  ("GE  Global   Insurance")  is  a
wholly-owned  subsidiary of General Electric Capital Services, Inc. ("GE Capital
Services"), which is a wholly-owned subsidiary of General Electric Company.

GE Global Insurance's primary assets are its 100% investment in the common stock
of ERC, a  Missouri-domiciled  property and casualty reinsurance company, GE Re,
an  Illinois-domiciled  property and casualty  reinsurance  company  principally
doing   business   through    intermediaries   and   Medical   Protective,    an
Indiana-domiciled  property and casualty insurance company.  The common stock of
Medical Protective was assigned by ERC to GE Global Insurance effective December
31,  1999.  ERC, GE Re and Medical  Protective  own 100% of the common  stock of
various other property and casualty  insurance/reinsurance  and life reinsurance
companies.

In accordance  with the  requirements  of Regulation  S-X of the  Securities and
Exchange  Commission,  the financial  statements of the registrant are condensed
and omit many disclosures presented in the consolidated financial statements and
the notes thereto.


2.  Dividends from Subsidiaries

Cash dividends paid to GE Global Insurance by its consolidated subsidiaries were
$323  million,   $390  million  and  $298  million  in  1999,   1998  and  1997,
respectively.  Dividends declared but not yet paid to GE Global Insurance by its
consolidated subsidiaries were $64 million at December 31, 1999.

On December 31,  1998,  ERC  transferred  to GE Global  Insurance, as a non-cash
dividend,  100% of its $264  million  investment  in the  common  stock of First
Excess  Reinsurance  Corporation  ("First  Excess").  GE Global  Insurance  then
contributed the common stock of First Excess to GE Re on that same date.


                                       59


<PAGE>
<TABLE>
<CAPTION>
                                                                                              Schedule III

                     GE GLOBAL INSURANCE HOLDING CORPORATION
                                AND SUBSIDIARIES

                       Supplementary Insurance Information


      Column A            Column B            Column C             Column D        Column E       Column F
----------------------------------------------------------------------------------------------------------
                          Deferred         Claims and Claim
                          Insurance      Expenses and Future                     Accumulated         Net
                         Acquisition       Policy Benefit         Unearned         Contract       Premiums
(In millions)               Costs              Reserves           Premiums          Values         Earned
                         ---------------------------------------------------------------------------------
<S>                          <C>                  <C>                 <C>             <C>            <C>

December 31, 1999:
   Property/Casualty       $  410              $17,435              $2,326          $    -         $5,622
   Life                     1,008                2,929                 208           2,164          1,274
                           ------              -------              ------          ------         ------
   Total                   $1,418              $20,364              $2,534          $2,164         $6,896
                           ======              =======              ======          ======         ======

December 31, 1998:
   Property/Casualty       $  459              $15,342              $1,934          $    -         $4,532
   Life                       744                2,174                 231           2,271          1,103
                           ------              -------              ------          ------         ------
   Total                   $1,203              $17,516              $2,165          $2,271         $5,635
                           ======              =======              ======          ======         ======

December 31, 1997:
   Property/Casualty       $  266              $10,936              $1,126          $    -         $3,523
   Life                       578                1,629                 118           2,305            944
                           ------              -------              ------          ------         ------
   Total                   $  844              $12,565              $1,244          $2,305         $4,467
                           ======              =======              ======          ======         ======


</TABLE>

<TABLE>
<CAPTION>
                          Column G            Column H             Column I        Column J       Column K
                         ---------------------------------------------------------------------------------

                                                                 Amortization        Other
                                            Claims, Claim        of Deferred       Operating
                            Net           Expenses and Policy      Insurance          Costs          Net
(In millions)            Investment            Benefits          Acquisition          and         Premiums
                           Income              Incurred             Costs          Expenses       Written
                         ---------------------------------------------------------------------------------
<S>                        <C>                    <C>                 <C>             <C>            <C>
December 31, 1999:
   Property/Casualty       $  853               $4,394              $1,467          $  637         $5,883
   Life                       298                  991                 372             182
                           ------               ------              ------          ------
   Total                   $1,151               $5,385              $1,839          $  819
                           ======               ======              ======          ======

December 31, 1998:
   Property/Casualty       $  705               $3,160              $1,095          $  510         $4,888
   Life                       280                  943                 262             163
                           ------               ------              ------          ------
   Total                   $  985               $4,103              $1,357          $  673
                           ======               ======              ======          ======

December 31, 1997:
   Property/Casualty       $  681               $2,481              $  883          $  407         $3,493
   Life                       229                  779                 190             162
                           ------               ------              ------          ------
   Total                   $  910               $3,260              $1,073          $  569
                           ======               ======              ======          ======


</TABLE>


                                       60


<PAGE>
                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


<TABLE>
<CAPTION>
                                                       GE GLOBAL INSURANCE HOLDING CORPORATION

March 17, 2000                                         By:                  /s/ Robert J. Dellinger
                                                          ------------------------------------------------------------
                                                                              Robert J. Dellinger
                                                               Senior Vice President and Chief Financial Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons in the capacities and on the date
indicated.

              <S>                                                   <C>                                      <C>

              Signatures                                           Title                                     Date
              ----------                                           -----                                     ----

        /s/ DAVID L. CALHOUN            President, Chief Executive Officer and Director                 March 17, 2000
---------------------------------------
           David L. Calhoun             (Principal Executive Officer)


        /s/ ROBERT J. DELLINGER         Senior Vice President, Chief Financial Officer and Director     March 17, 2000
---------------------------------------
          Robert J. Dellinger           (Principal Financial Officer)


        /s/ DENNIS D. DAMMERMAN         Chairman                                                        March 17, 2000
---------------------------------------
          Dennis D. Dammerman


          /s/ JAMES A. PARKE            Director                                                        March 17, 2000
---------------------------------------
            James A. Parke


         /s/ JOHN M. CONNELLY           Senior Vice President, General Counsel and Director             March 17, 2000
---------------------------------------
           John M. Connelly


         /s/ WILLIAM J. STEILEN        Vice President and Controller                                    March 17, 2000
---------------------------------------
           William J. Steilen          (Principal Accounting Officer)
</TABLE>


                                       61