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, 2003

                                       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       66202       (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 eac
  Title of each class                             exchange on which registered
7% Notes Due February 15, 2026                        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]

Indicate  by check mark  whether  the  registerant  is an  accelerated  filer as
defined in Exchange Act Rule 12b-2. Yes [x] No []

Aggregate  market  value  of the  voting  stock  held by  non-affiliates  of the
registrant at last business day of the  registerant  is most recently  completed
second fiscal quarter. None.

At February  27,  2004,  1,600 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.

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                                                                TABLE OF CONTENTS

                                                                                                               Page

<S>     <C>                                                                                                     <C>
PART I
   Item 1.    Business...........................................................................................2
   Item 2.    Properties........................................................................................11
   Item 3.    Legal Proceedings.................................................................................11
   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.........................13
   Item 6.    Selected Financial Data...........................................................................13
   Item 7.    Management's Discussion and Analysis of Financial Condition
                  and Results of Operations.....................................................................14
   Item 7A.   Quantitative and Qualitative Disclosures About Market Risk........................................20
   Item 8.    Financial Statements and Supplementary Data.......................................................20
   Item 9.    Changes in and Disagreements with Accountants on Accounting
                  and Financial Disclosure......................................................................20
   Item 9A.   Controls and Procedures ..........................................................................20


PART III
   Item 10.   Directors and Executive Officers of the Registrant................................................21
   Item 11.   Executive Compensation............................................................................21
   Item 12.   Security Ownership of Certain Beneficial Owners and Management....................................21
   Item 13.   Certain Relationships and Related Transactions....................................................21
   Item 14.   Principal Accountant Fees and Services............................................................21


PART IV
   Item 15.   Exhibits, Financial Statement Schedules and Reports on Form 8-K...................................22
   Signatures...................................................................................................60
   Certifications Pursuant to Exchange Act Rule 13(a)-14(a)/15(d)-14(a).........................................62
   Certification Pursuant to 18 U.S.C. Section 1350.............................................................64
</TABLE>

                                                1
<PAGE>
                                     PART I

Item 1.  Business.

GE Global Insurance Holding Corporation ("GE Global Insurance" herein,  together
with its consolidated businesses,  called "we", "us" or "our" unless the context
otherwise requires),  through its direct and indirect businesses, is principally
engaged in the  reinsurance  and  commercial  insurance  business  in the United
States and throughout the world. All of our outstanding common stock is owned by
General Electric Capital Services,  Inc. ("GE Capital Services"),  which in turn
is wholly-owned by General Electric Company ("GE Company").

Our  principal  executive  offices are located at 5200 Metcalf,  Overland  Park,
Kansas, 66202 (Telephone number (913) 676-5200).

Our financial  information,  including the information  contained in this report
filed on Form 10-K; quarterly reports on Form 10-Q; current reports on Form 8-K;
and any amendments to the above mentioned reports, may be viewed on the Internet
at     www.ercgroup.com/global/company/company_financial_strength.shtml.      In
addition,      you     may     also     access     this      information      at
www.ge.com/en/company/investor/secfilings.htm.   Copies   are  also   available,
without charge,  from ERC Public  Relations and  Communications,  P.O. Box 2991,
Overland Park, Kansas, 66201.  Alternatively,  reports filed with the SEC may be
viewed or obtained at the SEC Public  Reference Room in Washington,  D.C., or at
the SEC's Internet site at www.sec.gov.

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  overall  insurance/reinsurance  industry  has been  impacted by a number of
significant  developments in recent years.  These developments have included the
impact of the September 11, 2001  terrorist  attack in the United States and the
resulting   awakening   as  to   the   level   of   risks   presented   to   the
insurance/reinsurance industry by future terrorism-related activity. The gradual
realization  as to the level of price  erosion  on  liability-related  exposures
underwritten  in  the  1997-2001   period  and  the  decreasing   interest  rate
environment  have provided further  industry  challenges in recent years.  After
several  years of  deteriorating  underwriting  results  and  depleting  surplus
levels,  the global  insurance/reinsurance  sector  showed  signs of recovery in
2003. Continuing  legislative proposals as to asbestos and environmental related
exposures (as well as broader  measures  dealing with general tort reform in the
U.S.) and the impacts of the recently enacted U.S.  Terrorism Risk Insurance Act
("TRIA") are matters that warrant close monitoring in the years to come.

General

Through our principal  insurance and reinsurance company affiliates -- Employers
Reinsurance Corporation,  GE Reinsurance Corporation,  the GE Frankona Group and
the  Medical  Protective  Corporation  -- we write  substantially  all  lines of
reinsurance  (where the insured party is another  insurance  company) and select
lines of direct  property and casualty  insurance  (where the insured party is a
non-insurance company or an individual).

The  reinsurance  operations  include the  reinsurance  of property and casualty
risks written by more than 1,000  insurers  around the world.  Direct  insurance
operations  are  focused  on  niche  lines  of  business,   principally  medical
malpractice coverage for physicians and dentists, medical professional liability
for hospitals,  errors and omissions  coverage for insurance agents and brokers,
professional   liability   insurance  for   attorneys,   excess   indemnity  for
self-insurers  of  medical   benefits  and  excess  workers'   compensation  for
self-insurers. The life reinsurance affiliates are engaged in the reinsurance of
life insurance  products,  including term, whole and universal life,  annuities,
certain  health-related  coverages and the provision of financial reinsurance to
life insurers.

In our opinion,  we compete in the  reinsurance  marketplace  principally on the
basis of our expertise, relationships,  financial strength, price and creativity
in  developing  customized  solutions  to  customer  needs.  Within  the  direct
insurance  marketplace,  we believe we compete  principally  on the basis of our
product offerings, established relationships with customers and key distribution
partners, price and ease of doing business.

Employers  Reinsurance  Corporation  is one of the  largest  competitors  in its
marketplace.  Our property and casualty reinsurance  operations are ranked fifth
in the world in terms of net  premiums  written and we compete  with the
                                        2
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world's largest reinsurers as well as dozens of smaller niche  competitors.  Our
life  reinsurance  operations are ranked in the top four life  reinsurers in the
world and our direct  insurance  operations are ranked in the top fifteen in the
United States.

Lines of Business

Our two business  segments  are (1) property and casualty  insurance/reinsurance
and (2) life  reinsurance.  The  principal  product lines under the property and
casualty segment are traditional property and casualty  reinsurance,  healthcare
reinsurance and commercial  insurance  (generally  primary property and casualty
insurance) and our principal  product lines under the life  reinsurance  segment
are traditional life reinsurance and financial  reinsurance.  We provide primary
insurance products to hospitals,  health  maintenance  organizations and medical
professionals  as part of our healthcare  product line and to niche customers as
part of our commercial insurance product line.

Unless otherwise indicated, our 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.

Property and Casualty Insurance/Reinsurance Segment

Property  and  Casualty  Reinsurance.  Our  largest  product  line,  traditional
property  and  casualty  reinsurance,  accounted  for  approximately  44% of our
worldwide net premiums  written in 2003.  The premium volume in the property and
casualty segment is derived principally from treaty agreements, which enables us
to maintain  lower  operating  costs  because  fewer  personnel  are required to
administer  treaty  business  than  facultative  business.  Most of our casualty
business is written on an  excess-of-loss  basis because it better enables us to
control our exposure and impact pricing on business that has a relatively longer
claim settlement pattern.

The  property  business is written on both an excess of loss and a  proportional
basis.  Generally,  we are the lead reinsurer for domestic  programs in which we
participate,  enabling us to negotiate the terms of the reinsurance. We also act
as the lead reinsurer on a portion of our international business.

The 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, 2003,  approximately  34% of our
international  net premiums written from property and casualty  reinsurance were
derived from property  reinsurance,  approximately 32% from casualty reinsurance
and  approximately 34% from aviation and marine  reinsurance.  Based on 2003 net
premiums written,  approximately 36% of the international  property and casualty
business  was written on a direct  basis,  with the  remainder  written  through
brokers.

Healthcare  and  Commercial  Insurance.  A large and  growing  component  of our
overall property and casualty business is our Healthcare and Commercial  product
lines  ("Commercial  Insurance"),   accounting  for  approximately  26%  of  our
worldwide net premiums written in 2003.  Commercial  Insurance provides an array
of direct property and casualty products for a diversified group of clients. The
main markets for  Commercial  Insurance  are  hospitals  (medical  malpractice),
dentists and doctors  (medical  malpractice),  Fortune 3000 companies  (property
related),  attorneys and insurance  agents  (general  liability - E&O coverage),
small  business  workers'   compensation  and  other  niche  commercial  markets
(property, auto, general liability).

Life Reinsurance Segment

Life  Reinsurance.  We are engaged in the  reinsurance of various life insurance
products, including term, whole and universal life, annuities, group life, group
and individual  long-term health and disability  products and provide  financial
reinsurance to life insurers.  Based on net premiums  written,  life reinsurance
accounted for approximately 30% of our worldwide business in 2003.

With respect to life reinsurance, we write mostly on a direct basis with primary
insurers.  The life reinsurance business consists principally of treaty business
and is written  generally on a pro-rata  basis.  The domestic  life  reinsurance
business is written in every state in the United States.  The international life
reinsurance  business  services  worldwide  markets  with an emphasis in Western
Europe.  For  the  year  ended  December  31,  2003,  approximately  71%  of our
international  life  reinsurance net premiums  written were for traditional life
reinsurance, with the balance for health and disability reinsurance.

                                        3
<PAGE>

In the fourth  quarter of 2003,  we made some  critical  decisions to attempt to
focus our life  reinsurance  business in those  areas that we believe  offer the
greatest  near-term  return on equity  prospects.  Starting in 2004, we will not
write new U.S. mortality  business,  and we will cease originating life & health
business in Canada,  Latin  America  and the Asia  Pacific  region.  Also in the
fourth quarter,  we sold 95% of the stock in ERC Life, one of our U.S. domiciled
life reinsurance  entities. In 2003, ERC Life represented 7% of the net premiums
written from our life reinsurance segment.

Property and Casualty Reserves for Unpaid Claims and Claim Expenses

Our insurance/reinsurance  businesses 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  recoveries).  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, new concepts of liability
and change in claim settlement  procedures.  Insurance  reserves,  by their very
nature,  do not represent an exact  calculation  of liability and, while we have
established  reserves  equal to the current  best  estimate of ultimate  losses,
there   remains  a  high   likelihood   that   further   changes  in  such  loss
estimates--either  upward or downward--will occur in the future.  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.

There is a high  degree of  uncertainty  inherent in the  estimates  of ultimate
losses  underlying  the  liability for unpaid  claims and claim  expenses.  This
inherent   uncertainty  is  particularly   significant   for   liability-related
exposures,  including latent claim issues (such as asbestos,  environmental  and
other mass tort related  coverage  disputes) due to the extended  period,  often
many years, that transpires between a loss event, receipt of related claims data
from policyholders and/or primary insurers and ultimate settlement of the claim.
This situation is then further exacerbated for reinsurance  entities (as opposed
to primary  insurers)  due to lags in receiving  current  claims  data.  Because
reinsurance  protection is often provided on an  "excess-of-loss"  basis whereby
the  reinsurer  is only  obligated  to pay  losses in excess of  pre-established
limits,  notification  is only required to be provided to the reinsurer when the
claim is assessed as having a reasonable  possibility  of exceeding  the primary
insurer's retention  thresholds.  This notification can often be years after the
loss event was initially reported to the primary insurer.

We continually  update loss estimates using both  quantitative  information from
our reserving actuaries and qualitative  information derived from other sources.
While detailed analysis is performed quarterly to assess the overall adequacy of
recorded claim reserves, more comprehensive  evaluations are undertaken annually
for the over 300 different reserve segments.  These more  comprehensive  reviews
were completed  during the third and fourth quarters of 2003 using both reported
and paid claims data from all major reserve segments,  with specific  additional
emphasis  focused on those  lines of business in which  recent  reported  claims
activity differed significantly from anticipated levels.

The  liability  for claims and claim  expenses  includes  two  components:  case
reserves for reported  claims and IBNR reserves  (incurred but not reported) for
unreported  claims that are estimated to have  occurred  prior to the end of the
respective  accounting  period.  Case reserves are  established  by  experienced
professionals   from  our  claims  teams  based  on   case-specific   facts  and
circumstances  and  are  updated  continually  as  further  information  becomes
available.  Determining  required IBNR reserves is a more complex and often more
subjective  process involving  qualified  actuaries familiar with the underlying
exposures  in the  portfolio.  In  accordance  with  common  insurance  industry
practice, the IBNR reserves include provision for development on known claims in
addition to true late reported losses.

With respect to our primary insurance activities, our claims personnel establish
a case reserve for the estimated  amount of the ultimate  payment when the claim
is  reported.  The estimate  reflects the informed  judgment of the claims staff
based  on  general  insurance  reserving  practices  and on the  experience  and
knowledge  regarding  the nature and value of the specific  type of claim.  With
respect  to  our  reinsurance   activities  (as  opposed  to  primary  insurance
activities),  we typically  establish a case reserve when we receive notice of a
claim from the ceding company. Such reinsurance-related reserves are based on an
independent  evaluation  by our 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. For both primary and reinsurance
business,  recorded  case  reserves  are  adjusted  periodically  by our  claims

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departments  based  on  subsequent  developments  and  audits  of  documentation
supporting the underlying  claims. We have reorganized our claim teams in recent
years into integrated groups aligned with our business structure.  In the course
of this reorganization,  the team recognized that best practices existed in many
of the original claims teams.  In order to leverage these best practices  across
the new claims  organization,  the Global  Claims Team  launched  the Claims Six
Sigma initiative.  Claims Six Sigma has focused on establishing common processes
in areas such as claims adjudication, subrogation, auditing, alternative dispute
resolution and use of structured settlements.

In accordance  with GAAP, we also maintain  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, we use generally accepted
actuarial  reserving  methadologies  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 or  underwriting  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 our
liability for claims over time.

The  methodology we employ in  establishing  IBNR reserves for a given reserving
segment  consists of a combination  of the use of expected loss ratios  ("ELRs")
and loss  development  factor  based  methodologies  ("LDFs").  The  ELRs,  when
multiplied  by  earned  premiums,  generate  an  expected  ultimate  loss  for a
portfolio of business. For the most recent underwriting year, ELRs initially are
established  jointly by the reserving and  underwriting  teams. The underwriting
teams are comprised of professional underwriters and pricing actuaries. The ELRs
reflect  recent  years'  underwriting  results,  adjusted  for known  changes in
pricing, loss trends,  contract terms and conditions and other factors that will
likely influence actual  underwriting  results achieved (using both quantitative
and subjective  analysis).  As new information  becomes available regarding loss
trends,  pricing levels, and other factors that influence  underwriting results,
ELRs for prior periods are reviewed jointly by underwriting,  pricing actuaries,
reserving   actuaries,   and  selected  business  leaders,   and  revised  where
appropriate.

The  reserving  actuaries  select loss  development  factors based on prior year
claim  experience  combined with external data where  appropriate.  The selected
loss  development  factors are used to  extrapolate  future loss  development in
order to generate  ultimate  loss  estimates  driven by actual loss  experience.
While the LDF methods are statistically based, they also incorporate  subjective
interpretations of the underlying claim trends.

The LDF-based approach is generally viewed as preferable once an acceptable base
of observable loss activity is available.  Accordingly, for more recent/immature
experience periods, the ELR-based approach is generally more heavily relied upon
due to the  lack of  historical  loss  data on  which  to  perform  the LDF loss
projections. As the experience period matures (i.e., more data becomes available
over time), the weights given to the ELRs are generally shifted to the LDF-based
loss projections.

We apply the ELR and LDF  reserving  approaches to over 300  individual  reserve
segments, each possessing unique actuarial development patterns.  However, these
300 reserve  segments  can  generally  be broadly  assigned to  property-related
exposures or liability-related  exposures.  For property-related  exposures, the
insured "loss event" is normally  readily  apparent (e.g.,  losses due to fires,
windstorms or vehicle  accidents) and the related claims are generally  received
within a relatively short period  following such event.  Property claims involve
relatively  infrequent  disputes as to coverage or determination of damages but,
in such an event,  the disputes are normally  fully  settled  within a few years
following the underlying event. As a result,  the migration within our reserving
process from  reliance on ELRs to the more claims  driven LDF  approach  happens
quite  quickly.  Compared  to  property-related   exposures,   liability-related
exposures  are  often  significantly  more  complicated  and  routinely  involve
situations in which claims are  identified  and  submitted  many years after the
occurrence of the insured  "loss event" giving rise to such claims.  As would be
expected, these types of claims also involve a higher incidence of dispute as to
coverage,  interpretation of contract wording and fair compensation for damages.
Consequently,  it generally  takes a number of years before a sufficient base of
reported  claims  experience  develops  in order to  support  reliable  LDF loss
projections.  Accordingly,  we rely on ELRs within the  reserving  process  much
longer for liability-related exposures than for property-related exposures.

The  above-described  reserving  approach  provides a preliminary view as to the
range of indicated  changes in estimates  of ultimate  losses and the  resulting
impact on recorded claim-related reserves.  Considerable effort is then expended
by management  (including  business general management and constituents from our
underwriting,  pricing actuaries, reserving actuaries, claims and finance teams)
to fully  understand  the  preliminary  view,  including  changes
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in  underlying  methodologies  and  assumptions.  This  includes  assessing  the
relative  weight given to emerging claim trends  resulting from recent  business
process  changes in such areas as  underwriting  standards,  pricing,  terms and
conditions  and  claims  handling.  Based on this  analysis,  we  select a "best
estimate" of remaining  liability--within  the range of reasonably possible loss
scenarios--to record in the financial statements.  In making this determination,
we  consider  both (1) a  balance  sheet  perspective--i.e.,  that the  recorded
reserves represent a reasonable  estimate of the remaining  liability for events
occurring   through  the  balance  sheet  date  and  (2)  an  income   statement
perspective--i.e.,  that  the  reported  operating  results  reasonably  reflect
information obtained during the current reporting period.

Reserve  Development.  The  development  of our net balance  sheet  property and
casualty  liabilities  for unpaid claims and claim  expenses for accident  years
1993 through 2003 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 1993 to 2003.
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  favorable (adverse)  development 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
"Cumulative favorable (adverse) development,"  represents for each calendar year
(the "Base  Year") the  aggregate  change in (i) our  original  estimate  of net
liability  for  unpaid  claims  and claim  expenses  for all years  prior to and
including  the Base Year  compared to (ii) our  re-estimate  as of December  31,
2003, of net liability for unpaid claims and claim  expenses for all years prior
to and including the Base Year.  Favorable  development  means that the original
estimate was greater than the re-estimate and adverse development means that the
original estimate was less than the re-estimate.

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<TABLE>
<CAPTION>


                                           Changes in Historical Reserves for Unpaid Claims and Claim Expenses
                              For the Last Ten Years - GAAP Basis as of December 31, 2003 (Property & Casualty Operations)

                                                                    Year ended December 31,
                            --------- ---------- --------- --------- ---------- --------- --------- ---------- --------- ---------
(In millions)                 1993     1994     1995     1996     1997     1998      1999      2000       2001      2002    2003
                            ----------------------------------------------------------------------------------------------------

<S>                        <C>      <C>       <C>      <C>      <C>      <C>       <C>       <C>        <C>       <C>       <C>
Net liability for unpaid
 claims and claim expenses $ 4,525  $ 5,071   $ 9,351  $ 9,458  $ 9,114  $12,495   $13,210   $12,202    $12,303   $15,140   $16,324
Cumulative paid as of:
One year later.......          949    1,115     1,964    1,949    2,176    2,867     4,811     4,758      4,798     4,947       ---
Two years later......        1,602    1,804     3,130    3,189    3,241    5,803     7,782     8,035      8,350       ---       ---
Three years later....        2,054    2,341     3,933    3,881    4,863    7,263     9,962    10,577        ---       ---       ---
Four years later.....        2,424    2,708     4,464    5,294    5,648    8,648    11,701       ---        ---       ---       ---
Five years later.....        2,690    2,988     5,686    5,919    6,245    9,537       ---       ---        ---       ---       ---
Six years later......        2,952    3,318     6,151    6,350    6,696      ---       ---       ---        ---       ---       ---
Seven years later....        3,181    3,540     6,488    6,642      ---      ---       ---       ---        ---       ---       ---
Eight years later....        3,353    3,771     6,741      ---      ---      ---       ---       ---        ---       ---       ---
Nine years later.....        3,534    3,948       ---      ---      ---      ---       ---       ---        ---       ---       ---
Ten years later......        3,641      ---       ---      ---      ---      ---       ---       ---        ---       ---       ---

Net liability re-estimated
   as of:
One year later.......      $ 4,612  $ 5,173   $ 9,192  $ 9,229  $ 9,179  $12,410   $13,749   $13,314    $16,341   $16,543       ---
Two years later......        4,656    5,313     8,959    9,127    8,655   12,115    14,504    16,798     17,438       ---       ---
Three years later....        4,793    5,256     8,907    8,549    8,453   11,987    17,001    17,710        ---       ---       ---
Four years later.....        4,747    5,155     8,392    8,252    8,601   13,708    17,471       ---        ---       ---       ---
Five years later.....        4,668    4,902     8,029    8,389    9,231   14,122       ---       ---        ---       ---       ---
Six years later......        4,487    4,804     8,180    8,707    9,474      ---       ---       ---        ---       ---       ---
Seven years later....        4,402    4,854     8,454    8,873      ---      ---       ---       ---        ---       ---       ---
Eight years later....        4,461    5,159     8,620      ---      ---      ---       ---       ---        ---       ---       ---
Nine years later.....        4,704    5,260       ---      ---      ---      ---       ---       ---        ---       ---       ---
Ten years later......        4,788      ---       ---      ---      ---      ---       ---       ---        ---       ---       ---
Cumulative favorable
   (adverse) development      (263)    (189)      731      585    (360)    (1,627)  (4,261)   (5,508)    (5,135)   (1,403)      ---
Effect of foreign exchange
   (1)                          29       11      (444)    (392)   (118)      (281)     (11)      959         882      548      ---
                              --------- ---------- --------- --------- ---------- --------- --------- ---------- --------- ---------
Cumulative favorable       $  (234) $  (178)  $   287  $   193 $  (478)   $(1,908)  $(4,307)  $(4,557)   $(4,264)  $  (863)  $  ---
   (adverse) development, excluding foreign exchange
                              ========= ========== ========= ========= ========== ========= ========= ========== ========= =========
</TABLE>

<TABLE>
<CAPTION>

                                 1994      1995       1996       1997     1998     1999       2000       2001      2002     2003
                               ----------------------------------------------------------------------------------------------------

<S>                  <C>        <C>      <C>        <C>       <C>       <C>       <C>       <C>        <C>       <C>       <C>
Balance at December 31 - gross  $ 6,020  $ 11,145   $10,869   $10,936   $15,342   $17,435   $16,932    $20,882   $23,839   $24,226
Less reinsurance recoverables      (949)   (1,794)   (1,411)   (1,822)   (2,847)   (4,225)   (4,730)    (8,579)   (8,699)   (7,902)

                               ----------------------------------------------------------------------------------------------------
Balance at December 31, - net     5,071     9,351     9,458     9,114   12,495     13,210    12,202     12,303    15,140    16,324
                               ----------------------------------------------------------------------------------------------------
Latest re-estimated liability -   6,536    10,409    10,588    11,661    18,117     23,833   24,560     28,553    25,575       ---
gross
Less re-estimated reinsurance
   recoverables                  (1,276)   (1,789)   (1,715)   (2,187)    (3,995)   (6,362)  (6,850)   (11,115)   (9,032)      ---
                               ----------------------------------------------------------------------------------------------------
Latest re-estimated liability-    5,260     8,620      8,873    9,474     14,122    17,471   17,710     17,438    16,543       ---
 net                           ----------------------------------------------------------------------------------------------------
Gross cumulative development       (516)      736        281     (725)    (2,775)   (6,398)  (7,628)    (7,671)   (1,736)      ---
Effect of foreign exchange (1)        6      (540)      (466)    (130)      (389)       20    1,477      1,746       762       ---
                               ----------------------------------------------------------------------------------------------------
Gross cumulative development,   $  (510) $    196    $  (185) $  (855)  $ (3,164)  $(6,378) $(6,151)   $(5,925)  $  (974)      ---
   excluding foreign exchange   ====================================================================================================

</TABLE>

(1)  The results of our  international  operations  translated  from  functional
     currencies into U.S. dollars are included with our 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 trends that occurred within the insurance  industry,  the economy in
general and several factors specific to us have had a significant  impact on our
recorded  liabilities  for unpaid claims and claim  expenses  during the periods
covered by the preceding table.

In the early to mid  1990's,  generally  adequate  pricing  existed  within  the
overall property and casualty insurance/reinsurance  industry. This is reflected
in the preceding table,  with respect to us, by the relatively modest subsequent
year  reserve  development  applicable  to these  years.  Starting  in the later
1990's,  there was significant  downward  pressure on premium pricing within the
industry  as a number of major  industry  players  were  attempting  to increase
market share.  Based on an observable  acceleration  in reported  claim activity
relative to associated premiums, beginning in 2000, it started becoming apparent
that the level of price  erosion  that  occurred  in the  primary  property  and
casualty insurance  industry in recent years was significantly  greater than had
been previously contemplated.

The  negative  impacts  of this  price  erosion  on  property-related  exposures
manifested  itself  within a few years due to the  relatively  short  historical
settlement  period (i.e.,  the time between when an insured property loss occurs
and the time it is  fully  settled)  applicable  to  these  types of  coverages.
Liability-related  exposures,  on the other hand, are often  significantly  more
complicated and routinely involve  situations in which claims are identified and
submitted  many years after the  occurrence  of the insured  "loss event" giving
rise to such claims.  As a result, it took a number of years before we were able
to obtain a clearer  picture of the actual level of pricing  insufficiency  that
existed for  liability-related  exposures  from 1997 through  2001  underwriting
years and reflect such realities in our recorded claim reserves.

During the fourth  quarter of 2002,  in  response  to  continued  escalation  in
reported  claim activity and the resulting  realization  that the level of price
erosion related to liability-related exposures underwritten in 1997 through 2001
were significantly greater than had been previously  contemplated,  we concluded
that our best estimate of ultimate  losses was higher in the range of reasonably
possible loss scenarios than previously estimated.  Accordingly, we recognized a
fourth quarter pre-tax charge of approximately $2.5 billion to increase recorded
reserves  to  reflect  the  revised  indications  of  remaining  liability.  The
significant  components of this adverse  development  included  hospital medical
malpractice  ($300 million),  product  liability  ($300  million),  professional
liability  ($250   million),   umbrella   liability   ($200  million),   workers
compensation   ($200   million),   individual   liability   ($150  million)  and
asbestos-related  exposures ($150 million).  With amounts recognized in previous
quarters  of 2002,  the overall  2002  pre-tax  charge for  adverse  development
related to our property and casualty  operations  amounted to approximately $3.7
billion.

In 2003,  we observed our reported  claims  activity  compared  with our revised
expected loss levels.  In a majority of our lines of business,  reported  claims
activity  in  2003  was  reasonably  close  to  expected   amounts.   In  a  few
lines--principally  medical malpractice,  product liability and certain director
and officer related  coverages--reported claim volumes exceeded our revised loss
expectations. Accordingly, we increased our loss reserves to the newly-indicated
ultimate levels in 2003, recording adverse development as shown in the preceding
chart of $0.9 billion.

The significant indicated  deficiencies reflected in the preceding table for the
more recent  accident  years is primarily  attributable  to  recognition  during
2000-2003 of adverse  development  with respect to  liability-related  exposures
underwritten  during the 1997 through 2001 time frame.  Also contributing to the
indicated  deficiencies  were higher than expected  industry-wide  property loss
projections   related  to  the  1998  Hurricane  Georges  and  certain  European
windstorms occurring in December 1999.

                                        8

<PAGE>


The  reconciliation  of our beginning and ending property and casualty  reserves
for unpaid claims and claim expenses on a GAAP basis is summarized as follows:
<TABLE>
<CAPTION>

   (In millions)                                                              Year ended December 31,
                                                                  -------------------------------------------------
                                                                       2003              2002            2001
                                                                  ---------------- --------------- ----------------

<S>                   <C>                                         <C>                <C>             <C>
   Balance at January 1 - gross                                   $     23,839       $   20,882      $   16,932
   Less reinsurance recoverables                                        (8,699)            (8,579)       (4,730)
                                                                  ---------------- --------------- ----------------
   Balance at January 1 - net                                           15,140            12,303         12,202
                                                                  ---------------- --------------- ----------------

   Claims and expenses incurred:
      Current year                                                       4,563              3,865         4,579
      Prior years                                                          897              3,568           811
                                                                  ---------------- --------------- ----------------
                                                                         5,460              7,433         5,390
                                                                  ---------------- --------------- ----------------

   Claims and expenses paid:
      Current year                                                        (471)             (472)          (761)
      Prior years                                                       (4,946)           (4,797)        (4,758)
                                                                  ---------------- --------------- ----------------
                                                                        (5,417)           (5,269)        (5,519)
                                                                  ---------------- --------------- ----------------
   Claim reserves related to acquired/contributed companies                378               285              -


   Foreign exchange and other                                              763               388            230
                                                                  ---------------- --------------- ----------------
   Balance at December 31 - net                                         16,324            15,140          12,303
   Add reinsurance recoverables                                          7,902             8,699           8,579
                                                                  ---------------- --------------- ----------------
   Balance at December 31 - gross                                 $     24,226          $ 23,839      $    20,882
                                                                  ================ =============== ================
</TABLE>

The  liabilities  for claims and claim  expenses in the preceding  table include
long-term disability claims and certain workers' compensation claims (limited to
run-off business in a Bermuda-domiciled  subsidiary) that are discounted at a 5%
and 3%  rate,  respectively,  for  all  years  presented.  As a  result  of this
discount,  total  liabilities for claims and claim expenses have been reduced by
an  estimated  1% at December  31, 2003 and 2002.  The  accretion of discount is
included in current  operating  results as part of the development of prior year
liabilities.  Discounts amortized as a percentage of claims,  claim expenses and
policy benefits were less than 1% for each of the years ended December 31, 2003,
2002 and 2001.

Asbestos and  Environmental  Exposure.  Included in our 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.

The three-year  development of claims and claim expense reserves associated with
our asbestos and  environmental  claims,  including case and IBNR  reserves,  is
summarized as follows:
<TABLE>
<CAPTION>

                                                                            Year ended December 31,
                                                                  --------------------------------------------
   (In millions)                                                      2003           2002           2001
                                                                  -------------- -------------- --------------
<S>                   <C>                                           <C>            <C>            <C>
   Balance at January 1 - gross                                     $     943      $     786      $     829
   Less reinsurance recoverables                                         (287)          (165)          (183)
                                                                  -------------- -------------- --------------
   Balance at January 1 - net                                             656            621            646

   Claims and expenses incurred                                            43            121             23
   Claims and expenses paid                                              (107)           (86)           (48)
                                                                  -------------- -------------- --------------

   Balance at December 31 - net                                           592            656            621
   Add reinsurance recoverables                                           345            287            165
                                                                  -------------- -------------- --------------
   Balance at December 31 - gross                                   $     937      $     943      $     786
                                                                  ============== ============== ==============

</TABLE>
                                        9

<PAGE>

The  amounts  in the  preceding  table  represent  our best  estimate,  based on
currently  available  information,  of claims  and claim  expense  payments  and
recoveries for asbestos and environmental exposures that are expected to develop
in future years. In connection with  comprehensive  reserve reviews completed in
the  third  and  fourth  quarter  of 2003,  we again  benchmarked  our  recorded
asbestos-related  reserves  against certain of our industry  competitors  having
similar exposures. The most common benchmarking approach involves the comparison
of what are referred to as "survival  ratios." A survival  ratio is a measure of
the number of years it would take to exhaust recorded asbestos reserves based on
recent  payment  activity.  This ratio is derived by taking the  current  ending
reserves  and  dividing it by the average  annual  payments  for the most recent
three to five years  (generally  excluding  large one-time  settlements  such as
those involving a commutation of a block of business).  In 2002, the decision to
adjust reserves to reflect a 12-year survival ratio resulted in an approximately
$150 million pre-tax  charge,  which was a component of the overall $2.5 billion
charge taken for adverse development in the fourth quarter of that year.

We  actively   monitor  evolving  case  law  and  its  effect  on  asbestos  and
environmental  related illness claims and have implemented an active commutation
program to lessen these  exposures.  While we have recorded our best estimate of
liabilities  for  asbestos and  environmental  related  illness  claims based on
currently available information,  it is possible that additional liabilities may
arise in the future.  There are many factors that may  significantly  affect our
asbestos and environmental related claim development and the resulting liability
for those  claims.  Among  these  factors  are  changing  domestic  and  foreign
government  regulations  and  legislation  (including  continuing  congressional
consideration  of federal Fair Act and Superfund  legislation),  newly  reported
claims,  and new contract  interpretations.  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 our results of operations, financial position or cash flows.

Other Mass Tort Exposures.  In addition to asbestos and environmental  risks, we
also have exposures to other mass torts  involving  primarily  liability  issues
such as tobacco products,  gun  manufacturers,  silicone breast implants and the
impacts of household  mold.  Of recent  concern is the increase in  class-action
litigation  surrounding  pharmaceutical-related  products. We attempt to closely
monitor legal  developments  pertaining  to such issues and  establish  specific
reserves  (including the cost of related litigation) for individual actions when
such legal  proceedings  have progressed to the point indicating that some level
of  liability  is  likely  and  we  can  reasonably   estimate  such  liability.
Additionally,  we have established amounts to cover additional exposures on both
known and unasserted claims. We believe the recorded reserves represent our best
estimate of ultimate  liability  based on  information  known to date;  however,
there remains the risk that such exposures  could develop  unfavorably in future
years.

Regulatory Matters

GE Global Insurance and its U.S. domiciled insurance subsidiaries are subject to
regulation under the insurance  statutes,  including  insurance  holding company
statutes, of various states, including Missouri,  Kansas, Illinois,  Indiana and
Vermont,  the domiciliary  states of our principal  domestic  insurance  company
subsidiaries.  Our  international  businesses  (principally  the "GE Frankona Re
Group") are subject to regulation  under  insurance  statutes of various foreign
countries in which they are domiciled or write business.

General.  The  regulation  and  supervision  to which our businesses are subject
relate primarily to licensing requirements of insurers/reinsurers, the standards
of solvency that must be met and maintained, the amount of dividends that may be
paid  by  such  businesses,  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,  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. We believe that our businesses
are in material  compliance with all applicable laws and regulations  pertaining
to our business and operations as of December 31, 2003.


U.S. Insurance Regulation.  U.S. property & casualty and life & health 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
                                        10

<PAGE>

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.

Each of the U.S.  domiciliary  state  regulators  have  adopted the NAIC minimum
risk-based  capital  requirements,  which are used by regulators 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 our U.S.
insurance  company   subsidiaries   exceeded  the  minimum   risk-based  capital
requirements at December 31, 2003.

International  Regulations.  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 GE  Frankona  Re Group are  subject  to
modification or revocation by such  authorities,  and such  businesses  could be
prevented from conducting  business in certain of the  jurisdictions  where they
currently  operate.  In the past,  the GE Frankona Re Group has been  allowed to
modify  their  operations  to conform  with new  licensing  requirements  in all
jurisdictions that are material to our international  operations. In addition to
licensing  requirements,  the GE  Frankona  Re 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, we do not believe
that these regulations will have a material impact on the GE Frankona Re Group's
future operations.

Effective January 1, 2001, certain of our international  businesses (licensed in
the European  Union ("EU")  member  states) were  required to comply with the EU
Directive on Supplementary Supervision of Insurance Undertakings in an Insurance
Group.  This  directive  is  designed to address  solvency  issues for groups of
insurance companies and supplements the solvency tests historically performed on
individual  insurance  companies.  The primary objective of this directive is to
assess the overall capital available to the group,  rather than on an individual
company  basis,  and  identify  potential  risks.  At  December  31,  2003,  our
international insurance company businesses that are subject to the EU Directives
are in compliance with such, on both an individual and group basis.

Dividends by  Subsidiaries.  Because the  operations of GE Global  Insurance are
conducted primarily through regulated insurance companies,  it is dependent upon
dividends,  tax allocation and other payments from these regulated  subsidiaries
in order to  service  its debt and meet its other  obligations.  The  payment of
dividends and other payments to us by our U.S.  domiciled  insurance/reinsurance
subsidiaries  are  subject  to  limitations  imposed  by  the  applicable  state
Insurance  Codes.  The maximum  amount  available  for the payment of  dividends
during 2004 by our U.S. domiciled  regulated  insurance  companies without prior
regulatory  approval  is $576  million.  Certain  restrictions  also  exist with
respect to the payment of dividends by our foreign  domiciled  subsidiaries.  No
prediction  can be made as to whether  any  legislative  proposals  relating  to
dividend  rules 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
us.

Item 2.  Properties.

We conduct  business  from  various  facilities,  most of which are  leased.  In
addition,  we own our administrative  offices in Fort Wayne, Indiana and Munich,
Germany.

Item 3.  Legal Proceedings.

There are no pending legal  proceedings  beyond the ordinary  course of business
that, in our opinion, based on information available at the date of this report,
would have a material adverse effect on our  consolidated  results of operations
or financial condition, except as noted in the following paragraphs.

As a result of the September 11, 2001 terrorist  attack,  the World Trade Center
complex  in New York  City  ("WTC")  was  destroyed.  Industrial  Risk  Insurers
("IRI"),  an affiliate of ERC, was one of the primary insurers of the WTC with a
policy limit of $237 million.  The principal  lessee of the WTC is alleging that
the  damage to  (i.e.,  the loss of) each of the "twin  towers"  was a  separate
occurrence,  requiring  payment of up to two times the policy limits.  It is the
contention  of all insurers of the WTC that the policies  were written in such a
way that the loss constituted one occurrence. Suit has been filed by the insured
in the United States  District Court in New York seeking a declaratory  judgment
on this  question.  IRI is a  party  to  this  suit,  as are  several  of  ERC's
reinsureds.  Both IRI and ERC have retrocessional  coverage on their exposure to
WTC losses covering a portion of losses incurred. We believe there is

                                        11
<PAGE>

compelling  support  for the  contention  that  the  loss  constituted  a single
occurrence  and we are  prepared to defend  this  position  vigorously.  We have
established  claim  reserves  on this  basis.  In  addition,  we  have  provided
reinsurance  coverage to various other primary  insurers of the WTC and if it is
ultimately  determined  that the loss of each of the WTC  towers  constitutes  a
separate insured event, we may incur some level of additional claims as a result
of this reinsurance  coverage.  We believe that our maximum  exposure  resulting
from an unfavorable outcome to this matter is approximately $300 million.

In February 2004, the first phase of a three-part  trial to determine the amount
of property  insurance  coverage available as a result of the September 11, 2001
terrorist attack on the World Trade Center complex began in New York City. Phase
I of the trial is  limited to the issue of whether  the  parties  agreed to bind
coverage under the policy form originally  provided by the insured's broker. IRI
is clearly  bound under its own policy  language,  and  therefore  IRI is not an
active participant in Phase I. IRI will be actively involved in Phase II (number
of occurrences)  and Phase III (damages).  Resolution of all three phases of the
trial is expected in 2004.

ERC is in dispute with an insured involving approximately  (pound)100 million of
coverage.  To  date,  ERC has made  payments  totaling  approximately  (pound)25
million under a reservation  of rights but has refused to pay anything  further.
ERC is contesting liability based on the manner in which claims are computed and
is  engaged  in  arbitration  to settle the  dispute.  We are in the  process of
discovery with  proceedings  expected to begin in the third quarter of 2004. ERC
has not posted additional reserves to cover amounts not paid to date.

ERC filed suit against a cedant seeking  damages and rescission of a reinsurance
contract  covering  non-standard  auto  insurance  assumed by ERC.  ERC  asserts
several legal theories to support its claims,  including  misrepresentation  and
negligence.  The cedant filed a  counterclaim  asserting  breach of contract and
asserted  that ERC's actions  have,  among other things,  impacted its financial
status.  The cedant alleges the total amount due under the reinsurance  contract
could reach  approximately  $150 million.  The case is in discovery and trial is
expected in late 2004. We intend to pursue this matter vigorously.

In  connection  with the  September  11,  2001  terrorist  attack,  we accrued a
reinsurance  recoverable of approximately  $70 million under an arrangement with
two retrocessionaires. During 2003, the retrocessionaires denied coverage on the
grounds that they interpreted the underlying  contracts to only provide coverage
for natural events. We believe that there is compelling  evidence supporting our
position that such  contracts also extended to certain other than natural events
and have not adjusted the recorded reinsurance recoverable.  We intend to pursue
either binding arbitration or litigation to resolve this matter.

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

Not required by this form.

                                        12
<PAGE>


                                     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 GE Global Insurance's common equity.

Item 6.  Selected Financial Data.

Not required by this form.

                                        13
<PAGE>


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

Year Ended December 31, 2003 Compared to Year Ended December 31, 2002

Our net premiums  written and net premiums earned increased $1,837 million (23%)
and $2,214 million (28%),  respectively,  in 2003.  Direct and assumed  premiums
earned grew $802  million  principally  as a result of the  continued  favorable
pricing    environment    within   the    overall    property    and    casualty
insurance/reinsurance  industry and, to a lesser  degree,  core volume growth in
certain European health insurance  products.  Also contributing to the growth in
premiums was the impact of foreign  currency  exchange  rates as a result of the
significant  weakening of the U.S.  dollar  against most European  currencies in
2003.  Somewhat offsetting the growth from these factors was the loss of certain
business as a result of our continued  application of discipline in underwriting
activities by rejecting risks that either fail to meet our established standards
of price or terms and  conditions,  or that involve  risks for which  sufficient
historical data do not exist to permit us to make a satisfactory evaluation. For
risks  that pass our  criteria,  we have  sought  to retain or even  judiciously
expand our business.  On the other hand, we have curtailed or exited business in
particular channels (both  property/casualty  and accident/health) when expected
returns do not appear to justify the risks.  Incorporated into these evaluations
are realistic  expectations  of  investment  returns in the current low interest
rate  environment  and  the  resulting  understanding  that  greater  levels  of
underwriting  profits  will be  required  in order  to meet  desired  levels  of
profitability  in the foreseeable  future.  As a recent  example,  in the fourth
quarter of 2003, we announced our intent to cease  underwriting  U.S.  mortality
business and all life and health business in Canada,  Latin America and the Asia
Pacific  region in order to focus on lines of business that we believe offer the
potential for higher  investment  returns.  Also contributing to the increase in
net  premiums  earned  was a decline  in ceded  reinsurance  premiums  of $1,412
million,  primarily due to a decrease in contingently payable premiums resulting
from lower  levels of adverse  development  on prior year loss events in 2003 as
compared to 2002.

In 2003,  our  total  revenues  increased  $2,345  (25%),  primarily  due to the
increase in net  premiums  earned  discussed  above.  Also  contributing  to the
revenue growth was a $131 million (12%) increase in net investment income, which
resulted  principally from an increase in average  invested  assets.  The slight
decrease in net  realized  gains on  investments  ($17  million or 7%) was fully
offset by a $17 million increase in other revenues.

During 2003, we generated $656 million of net earnings,  which compares to a net
loss of $1,733  million in 2002.  The  principal  factors  contributing  to this
dramatic  increase in profitability  include:  (1) a significant  improvement in
underwriting results driven by the combination of the current favorable industry
pricing   environment,   continued   commitment  to   established   underwriting
discipline,  lower  levels of  adverse  development  related  to prior year loss
events and the lower than average occurrence of catastrophic-type loss events in
2003; (2) an after-tax gain of $153 million on the sale of ERC Life; and (3) the
$131  million  increase in net  investment  income  discussed  above.  Partially
offsetting  these  factors was a modest  increase  ($35  million or 6%) in other
operating  costs  and  expenses.  While  the sale of ERC Life  generated  a $116
million  pre-tax loss, this loss was more than offset by associated tax benefits
resulting  from ERC Life's tax basis being  substantially  in excess of its book
basis.

The  significant  2002 net loss was largely  attributable  to the fourth quarter
2002  decision to strengthen  reserves by $2.5 billion ($1.6 billion  after-tax)
across a large portion of our liability-related  exposures  underwritten in 1997
through 2001.  With the amounts  recognized in the first three quarters of 2002,
the total pre-tax charge for adverse development  amounted to $3.7 billion ($2.4
billion  after  tax).  In 2003,  we  continued  to monitor our  reported  claims
activity  compared with our revised expected loss levels. In a majority of lines
of business,  reported claims activity in 2003 was reasonably  close to expected
amounts. In a few lines--principally medical malpractice,  product liability and
certain director and officer related coverages--reported claims volumes exceeded
our revised loss  expectations.  Accordingly,  we increased our loss reserves to
the  newly-indicated  ultimate levels in 2003,  recording adverse development of
$0.9 billion.

See the section  titled  "Property  and Casualty  Reserves for Unpaid Claims and
Claim Expenses" on pages 4-6 and Note 6 to our consolidated financial statements
for a more detailed discussion of the general approach we follow in establishing
and adjusting claim-related reserves.

Insurance loss  provisions are based on the best available  estimates at a given
time. As described on pages 18-19 under the caption  "Insurance  Liabilities and
Reserves," these estimates will be adjusted in the future as required.

                                        14
<PAGE>

Retrocession Activities

The  ceding  of a  portion  of  the  risks  underwritten  by our  insurance  and
reinsurance businesses to other insurers and reinsurers--commonly referred to as
retrocession--is  an integral part of our overall risk management  program.  Our
coordinated retrocession program ranges from the ceding of individual risks that
we are not  prepared  to  accept  in part or whole;  to  portfolio  arrangements
designed to address  concentrations  of  specified  risks above our  agreed-upon
retention thresholds;  to aggregate excess-of-loss treaties principally designed
to reduce company-wide  volatility associated with large unanticipated insurance
events.

During each of the years in the  three-year  period ended  December 31, 2003, we
entered into aggregate  excess-of-loss  reinsurance  treaties providing coverage
when  company-wide  accident  year  loss  ratios  exceed  the  attachment  point
specified in the respective contracts.  In general, the terms of these aggregate
treaties  require  the  payment of an initial  premium  to our  reinsurers  upon
inception of the contract. On these contracts, we also pay additional contingent
premiums  when we incur  losses that are  subject to recovery  under the treaty.
Alternatively,  certain contracts allow for the required  additional  contingent
premiums to be paid to our reinsurers  (plus  financing  charges) when we settle
the related losses and loss expenses (often many years after the incurred date).
Other  than the  referenced  contingent  premiums  paid or accrued at the time a
claim for recovery is recognized (plus financing  costs, if applicable),  we are
not obligated to pay any  additional  future  premiums  under the terms of these
aggregate  treaties.  Although we do not intend to renew this  coverage in 2004,
the  total   financing   charges   related  to  our  2001  and  prior  aggregate
excess-of-loss contracts are estimated to be approximately $125 million in 2004.

During 1999 through  2001,  accident  year loss ratios  exceeded the  attachment
point  specified in our  aggregate  excess-of-loss  reinsurance  contracts  and,
accordingly,  we have accrued for the expected recovery on an undiscounted basis
(consistent with our establishment of the related undiscounted  reserves--a GAAP
requirement).  Additionally,  during 2002,  2001 and 2000,  the  recognition  of
adverse  development  related to prior year loss events  resulted in  additional
recoveries being accrued under the aggregate contracts. As of December 31, 2002,
the  coverage  under  the  1999,  2000 and  2001  aggregate  contracts  had been
substantially  exhausted.  No claim is currently anticipated with respect to the
2002 and 2003 aggregate  contracts as the accident year losses and loss expenses
recognized  to date  are less  than the  attachment  points  specified  in those
contracts.  The  additional  2003  ceded  losses  reflected  in the chart  below
resulted from updating certain  estimates related to the 1999 and 2000 aggregate
contracts.  The impact of these  aggregate  contracts on our reported  operating
results for 2003, 2002 and 2001 was as follows:
<TABLE>
<CAPTION>

   (In millions)                                                Year Ended December 31,
                                                        -----------------------------------------
                                                               2003          2002          2001
                                                        ------------- ------------- -------------
<S>                                                       <C>           <C>           <C>
   Ceded written and earned premiums, net of ceding       $      (9)    $    (364)    $    (723)
      commission
   Additional ceded premiums representing finance
      charges on deferred premium payments                     (130)         (143)         (115)
   Ceded incurred losses and loss adjustment expenses            72           336         1,490
                                                        ------------- ------------- -------------
   Net pre-tax benefit (cost)                             $     (67)    $    (171)    $     652
                                                        ============= ============= =============
</TABLE>

Our insurance  company  businesses  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 our exposure to significant
losses from  reinsurance  insolvencies,  we  routinely  evaluate  the  financial
condition of our  reinsurers and monitor  concentrations  of credit risk arising
from similar geographic regions,  activities or economic  characteristics of the
reinsurers.  Of the $9.6 billion of  consolidated  reinsurance  recoverables  at
December 31, 2003,  approximately 36% is due from 4 specific  retrocessionaires,
primarily in connection with our aggregate excess-of- loss retrocession program.
All of these  retrocessionaires  are large, highly rated reinsurance entities or
members  of  similarly  rated  reinsurance  groups.  At  this  time,  we do  not
anticipate that any  significant  portion of recorded  reinsurance  recoverables
will be uncollectible.

Exchange Rate and Interest Rate Risks

Exchange   rate  and  interest   rate  risks  are  managed  with  a  variety  of
straightforward  techniques,  including  match  funding  and  selective  use  of
derivatives.  We use derivatives to mitigate or eliminate  certain financial and
market risks because we conduct business in diverse markets around the world. We
apply strict policies to manage each of these risks,  including  prohibitions on
derivatives trading,  derivatives market-making or other speculative activities.

                                        15
<PAGE>

Following  is an  analysis  of the  potential  effects of  changes  in  currency
exchange and interest rates using so-called  "shock" tests that model effects of
shifts in rates. These are not forecasts.

o    If, on January 1,  2004,  interest  rates had  increased  100 basis  points
     across the yield  curve (a  "parallel  shift" in the yield  curve) and that
     increase  remained in place for 2004,  we  estimate,  based on our year-end
     2003 portfolio and holding everything else constant, that the effect on our
     2004 net earnings would be insignificant.

o    If, on  January  1, 2004,  currency  exchange  rates were to decline by 10%
     against the U.S.  dollar and that  decline  remained in place for 2004,  we
     estimate,  based on our year-end 2003 portfolio and holding everything else
     constant, that the effect on our 2004 net earnings would be insignificant.

Cash Requirements

Achieving  optimal returns on cash often involves making long-term  commitments.
U.S.  Securities  and  Exchange  Commission  (SEC)  regulations  require that we
present  our  contractual  obligations,  and we have done so in the  table  that
follows.  However,  our future cash flow prospects cannot reasonably be assessed
based on such obligations--the most significant factor affecting our future cash
flows is our  ability  to earn and  collect  cash from  customers.  Future  cash
outflows,  whether they are  contractual  obligations or not, will vary based on
our future needs.  While some such outflows are  completely  fixed (for example,
commitments  to repay  principal  and interest on fixed-rate  borrowings),  most
depend on future events (for example, payout pattern on reserves which have been
incurred but not  reported).  Further,  normal  operations  involve  significant
expenditures that are not based on "commitments," for example,  expenditures for
income  taxes  or  for  payroll.  As  defined  by  reporting  regulations,   our
contractual obligations as of December 31, 2003, follow:
<TABLE>
<CAPTION>

   (In millions)                               Total          2004       2005-2006     2007-2008        2009
                                                                                                     Thereafter
                                            ------------- ------------- ------------- ------------- -------------
<S>                 <C>                       <C>           <C>           <C>           <C>           <C>
   Borrowings (Note 9)                        $   3,951     $     121     $     242     $     242     $   3,346
   Operating lease obligations (Note 14)            200            33            57            38            72
   Purchase obligations (a)                           9             9             -             -             -
   Insurance liabilities (Note 6) (b)             6,032           615           961           718         3,738
   Other liabilities (c)                          1,731           604           334           334           459
</TABLE>


     (a)  Includes capital  expenditures,  ordinary course of business  purchase
          orders  and other  commitments.
     (b)  Includes guaranteed investment contracts,  structured  settlements and
          single premium immediate annuities based on scheduled payouts, as well
          as those  contracts  with  readily  determinable  cash  flows  such as
          workers'  compensation  tabular  indemnity  and  long-term  disability
          claims.
     (c)  Due to the  indeterminate  nature  of  their  cash  outflows,  certain
          categories of other  noncurrent  liabilities  are not presented in the
          above table.  These include  deferred taxes,  fair values of financial
          instruments  and  other  sundry  items.  Refer  to  notes 7 and 15 for
          further information on these items.

Other  matters that provide  additional  context for  considering  our liquidity
position are discussed below.

Off-Balance Sheet Arrangements

We have not utilized  forms of  off-balance  sheet  arrangements,  such as asset
securitizations, involving special purpose entities to facilitate improved share
owner returns and securities  transactions,  transfer  selected  credit risk, or
engage in  speculative  activities  and have not provided  financial  support to
special purpose entities under any liquidity or credit support agreements.

Liquidity and Capital Resources

GE Global Insurance's ability to meet future obligations, including debt service
and  operating  expenses,  and to pay  dividends  to  its  shareholder,  depends
primarily  upon the receipt of sufficient  funds from its insurance  businesses.
The  payment  of  dividends  by our U.S.  domiciled  subsidiaries  is subject to
restrictions  set  forth in the  insurance  laws of their  respective  states of
domicile as well as other restrictions.  The payment of dividends by our foreign
domiciled  insurance  companies is dependent on the laws and  regulations of the
countries in which they are located and  operate.  Historically,  our  liquidity
requirements  have  been  met by funds  provided  from  operations  and from the
maturity  and  sales of  investments.  In the  recent  past  (such as in 2002 in
response to the significant fourth quarter charge taken for adverse  development
and in 2001 in response to the events of September  11),  capital  contributions
from our ultimate  parent--GE  Company--have  been a liquidity source.  However,
there are no contractual  capital
                                        16
<PAGE>

support agreements in place and,  accordingly,  there can be no assurances as to
the level of any future capital contributions.

Cash flows from  operating  activities,  which  consist  primarily  of  premiums
collected during the period (net of related acquisition costs) and payments made
for claims and claim expenses,  decreased $915 million in 2003, principally as a
result of an increase in claim payments in 2003 attributable to both significant
payments made in connection  with the events of September 11, 2001 and a general
increase in reported claims activity  experienced in recent periods.  Cash flows
used in investing  activities  decreased $2.4 billion in 2003,  primarily due to
lower levels of operating and  financing  cash flows  available for  investment,
offset  slightly by the cash proceeds from the sale of ERC Life. Cash flows from
financing activities  decreased $1.3 billion in 2003, primarily  attributable to
the lack of a current year counterpart to the $1.8 billion capital  contribution
received in 2002,  partially offset by cash receipts from a related party credit
facility.  The $1.8 billion  capital  contribution  received in 2002 was made to
replenish  capital  sufficient to cover the after-tax impact of the $2.5 billion
charge taken in the fourth quarter to strengthen prior year claim reserves.

In  connection  with  the 2002  $1.8  billion  capital  contribution  and  other
transactions,  we transferred our international property and casualty businesses
from  ERC  Life  to  GE  Investments,   Inc.   ("GEII"),   and  following  those
transactions, we own all the outstanding shares of Class C common stock of GEII.
The Class C stock is intended to reflect the value and the financial performance
of the transferred  businesses.  Because GE Company has delegated control of the
transferred  businesses to us, we continue to consolidate the financial  results
of those businesses with our results. Our Class C shares represent less than 20%
of the outstanding  common stock of GEII. The following  table provides  summary
balance sheet information of the transferred  businesses as of December 31, 2003
and 2002:
<TABLE>
<CAPTION>

   (In millions)
                                                        2003            2002
                                                    -------------- ---------------
   Assets
<S>                                                   <C>            <C>
   Total investments                                  $   8,898      $   5,535
   Reinsurance recoverables                               4,396          5,723
   Premiums receivable                                    2,483          2,360
   Other assets                                           4,000          3,150
                                                    -------------- ---------------
                                                      $  19,777      $  16,768
                                                    ============== ===============

   Liabilities and Equity
   Claims and claim expenses                          $  10,002      $  10,901
   Other liabilities                                      5,669          3,428
   Equity                                                 4,106          2,439
                                                    -------------- ---------------
                                                      $  19,777      $  16,768
                                                    ============== ===============
</TABLE>

We have a one-year  $600  million  revolving  credit  agreement in place with GE
Capital  Services  which  enables us 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. The total
amount outstanding on this credit facility,  including accrued interest payable,
was  $111   million  and  $190  million  as  of  December  31,  2003  and  2002,
respectively.

We, along with GE Capital  Corporation,  are  participants in a revolving credit
agreement that involves an international  cash pooling  arrangement on behalf of
certain of our European  affiliates.  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.
This credit  facility has a current  expiration  date of August 26, 2004, but is
automatically  extended for successive terms of one year each, unless terminated
in  accordance  with the terms of the  agreement.  We had a net  payable of $103
million under this credit  facility at December 31, 2003 and a net receivable of
$459 million at December 31, 2002.

We entered  into a one year $250 million  letter of credit  facility on December
30, 2003 with a syndicate  of banks lead by Sun Trust Bank as the issuing  bank.
The facility is fully  allocated to provide  collateral  with respect to amounts
due from  foreign  reinsurers  to prevent a reduction  in  statutory  capital in
certain of our domestic insurance subsidiaries.
                                        17
<PAGE>

During 2003,  certain  external  credit rating agencies  announced  actions with
respect to GE Global  Insurance and its  businesses.  Standard's & Poor's Rating
Services  revised  its rating on our senior  debt  securities  from "A" to "A-".
Concurrently,  the financial strength rating and counterparty  credit ratings on
Employers Reinsurance Corporation (and affiliated non-life insurance/reinsurance
entities) and Employers Reassurance  Corporation were revised from "AA" to "A+".
Additionally,  AM  Best  Company  revised  the  financial  strength  ratings  of
Employers Reassurance Corporation from "A+" to "A". These actions are consistent
with actions and announcements throughout the insurance/reinsurance industry. We
do not believe  these  actions will  materially  affect our liquidity or capital
resources or the ability to write future business.

Cyclicality

The property  and casualty  reinsurance  industry  historically  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 we believe to
be the propensity of courts to grant large awards,  natural  disasters and other
catastrophic events (such as hurricanes, windstorms,  earthquakes, floods, fires
and,  as  experienced  in 2001,  intentional  events  such as  terrorist  acts),
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.

Effects of Inflation

Our  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, our
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. We use both insurance
industry  data and  government  economic  indices in  estimating  the effects of
inflation on claims and claim expense  reserves and  reinsurance  premium rates.
However,  until claims are ultimately  settled,  the full effect of inflation on
our results cannot be known.

Critical Accounting Estimates

Accounting estimates and assumptions discussed in this section are those that we
consider to be the most critical to an understanding of our financial statements
because they inherently involve significant judgments and uncertainties. For all
of these  estimates,  we caution that future  events rarely  develop  exactly as
forecast, and the best estimates routinely require adjustment.

Insurance liabilities and reserves differ for short and long-duration  insurance
contracts.  Short-duration  contracts such as property and casualty policies are
accounted for based on actuarial  estimates of losses  inherent in that period's
claims,   including  losses  for  which  claims  have  not  yet  been  reported.
Short-duration  contract  loss  estimates  rely  on  actuarial  observations  of
ultimate  loss  experience  for  similar  historical   events.   Measurement  of
long-duration  insurance  liabilities  (such as term and  whole  life  insurance
policies)  also is  based  on  approved  actuarial  methodologies  that  include
assumptions about mortality  morbidity,  lapse rates and future yield on related
investments.  Historical  insurance industry experience indicates that a greater
degree of inherent variability exists in assessing the ultimate amount of losses
under   short-duration   property  and  casualty   contracts   than  exists  for
long-duration  mortality  exposures.  This inherent  variability is particularly
significant  for  liability-related  exposures,  including  latent claims issues
(such as asbestos and environmental  related coverage disputes),  because of the
extended period of time--often many years--that  transpires between when a given
claim  event  occurs  and the  ultimate  full  settlement  of such  claim.  This
situation is then further  exacerbated for  reinsurance  entities (as opposed to
primary  insurers) due to coverage often being  provided on an  "excess-of-loss"
basis and the resulting lags in receiving  current claims data.  Benefit-related
insurance  liabilities  totaled $31.6  billion at year-end  2003. Of that total,
approximately  $25.3 billion  ($16.5  billion net of  reinsurance  recoverables)
related to unpaid claims and claims  adjustment  expenses  under  short-duration
insurance contracts.

We  continually  evaluate the potential for changes in loss  estimates  with the
support  of  qualified   reserving  actuaries  and  use  the  results  of  these
evaluations  both  to  adjust  recorded  reserves  and  to  proactively   modify
underwriting  criteria and product  offerings.  For actuarial analysis purposes,
reported and paid claims activity is segregated  into several hundred  reserving
segments,  each having  differing  historical  settlement  trends.  A variety of
actuarial  methodologies  are then  applied to the  underlying  data for each of
these  reserving  segments  in  arriving at an
                                        18
<PAGE>

estimated range of "reasonably possible" loss scenarios. Factors such as line of
business,   length  of  historical   settlement   pattern,   recent  changes  in
underwriting  standards  and unusual  trends in reported  claims  activity  will
generally  affect  which  actuarial  methodologies  are given  more  weight  for
purposes of determining  the "best  estimate" of ultimate losses in a particular
reserving  segment.  As discussed in the insurance  section on pages 8-10 and in
Note  6 to our  consolidated  financial  statements,  reported  claims  activity
related to prior year loss events,  particularly for liability-related exposures
underwritten in 1997 through 2001, has performed much worse than we

anticipated.  This trend was considered in the actuarial reserve study completed
in the fourth quarter of 2002,  resulting in a significant  increase in recorded
reserves.  Following these actions, we have continued to monitor reported claims
volumes relative to our revised expected loss levels.  While for the majority of
our lines of business,  reported claims activity in 2003 was reasonably close to
expected  amounts,  for certain lines of business,  the reported  claims volumes
exceeded our revised loss expectations. In response to this new data, we further
increased  our loss  reserves in 2003.  Actuarial  reserve  studies and recorded
reserves continue to be updated accordingly.

Impairment of  investment  securities  results in a charge to operations  when a
market  decline  below cost is  considered  other than  temporary.  We regularly
review  investment  securities for impairment based on criteria that include the
extent to which the  investment's  carrying  value  exceeds its  related  market
value,  the duration of the market decline,  our ability to hold to recovery and
the financial strength and specific prospects of the issuer of the security. Our
investment  securities  amounted  to  $29.0  billion  at  year-end  2003.  Gross
unrealized  gains and losses  included in that carrying  amount  related to debt
securities were $704 million and $177 million,  respectively.  Gross  unrealized
gains  and  losses  on  equity  securities  were $31  million  and $40  million,
respectively.  Of securities with unrealized  losses at year-end 2003, and based
on  application  of our  accounting  policy for  impairment,  approximately  $40
million of portfolio  value is at risk of being  charged to earnings in 2004. We
actively perform  comprehensive  market research and analysis and monitor market
conditions to identify potential impairments. Further information is provided in
Notes 2 and 4 to our consolidated financial statements.

Losses on  uncollectible  premium  receivables and reinsurance  recoverables are
recognized when they are incurred.  The nature of our operations is such that we
generally  expect to receive amounts due and our historical  charge-off ratio is
relatively low. As a result, our general reserving approach is to only establish
reserves  for  specifically   identified   disputes  or  collection  issues.  In
establishing  required allowances,  we give consideration to relevant observable
data as to the  nature  of the  dispute,  the  overall  financial  health of the
customer,  collateral  value (such as letters of credit and funds held balances)
and legal  right-of-offset of related claim  liabilities.  Exposure to losses on
uncollectible premium receivables and reinsurance  recoverables at year-end 2003
was approximately  $13.6 billion,  against which an allowance for losses of $124
million was provided.  Further  information  is provided in Notes 2, 6 and 10 to
our consolidated financial statements.  While losses depend to a large degree on
future economic  conditions  (including the impact of future claims experience),
we do not anticipate significant receivable write-offs in 2004.

Projections  of  future  cash  flows  are  required  in  order  to both  perform
impairment testing for some asset categories and to properly account for certain
reinsurance  arrangements.  The  more  significant  asset  categories  requiring
routine impairment testing using a cash flow based methodology  include deferred
insurance  acquisition costs,  present value of future profits and goodwill.  At
year-end 2003, these asset categories  totaled $3.8 billion.  While any required
future  impairment  actions  will  depend to a large  degree on future  economic
conditions  (including the impact of future claims  experience  and, to a lesser
extent,  investment yields), we do not anticipate significant impairment charges
in 2004.  The  reinsurance-specific  requirements  necessitating  projections of
future cash flows  include  "risk  transfer"  testing for both assumed and ceded
business at contract  inception  and,  for certain  ceded  contracts  containing
retrocessionaire limits expressed in terms of an "economic loss," throughout the
life of the underlying contract. At year-end 2003, approximately $1.3 billion of
reinsurance  recoverables  related to contracts containing economic loss limits.
As part of our continuing  updates of recorded  liabilities for claims and claim
expenses,  we also  periodically  reassess  the  expected  payout  patterns  and
resulting  cash flow  projections  and make  indicated  adjustments  to recorded
reinsurance recoverables. We do not anticipate significant adjustments in 2004.

Other loss  contingencies are recorded as liabilities when it is probable that a
liability has been incurred and the amount of the loss is reasonably  estimable.
Disclosure is required when there is a reasonable  possibility that the ultimate
loss will  exceed  the  recorded  provision.  Contingent  liabilities  are often
resolved over long time periods. Estimating probable losses requires analysis of
multiple  forecasts that often depend on judgments  about  potential  actions by
third parties such as regulators.
                                        19
<PAGE>

Certain  significant  accounting  policies  do not  involve  the  same  level of
measurement  uncertainties  as  those  discussed  above,  but  are  nevertheless
important to an understanding of our financial  statements.  Policies related to
revenue  recognition,  financial  instruments and business  combinations require
difficult  judgments  on complex  matters  that are often  subject  to  multiple
sources of  authoritative  guidance.  Certain of these  matters are among topics
currently under  reexamination  by accounting  standard  setters and regulators;
based on their tentative conclusions, significant changes to GAAP, and therefore
to certain of our accounting policies, are possible in the future. Also see Note
2 to our consolidated  financial statements,  Summary of Significant  Accounting
Policies,  which  discusses  accounting  policies  that  we have  selected  from
acceptable alternatives.

New Accounting Standards--Currently Effective

In April  2003,  the  Financial  Accounting  Standards  Board  (FASB)  finalized
Statement of Financial  Accounting  Standards ("SFAS") 133 Implementation  Issue
No. B36, Modified Coinsurance Arrangements and Debt Instruments that Incorporate
Credit  Risk  Exposures  that Are  Unrelated  or Only  Partially  Related to the
Creditworthiness of the Obligor Under Those Instruments ("B36"). In summary, the
FASB determined that modified coinsurance arrangements, where the ceding insurer
withholds  funds,  might include an embedded  derivative that must be bifurcated
from the host  instrument if it is not clearly and closely  related to such host
instrument. This situation often arises when the interest rate on the funds held
balance is linked to the actual performance of a specified pool of assets.  This
guidance was  effective on the first day of the first fiscal  quarter  beginning
after  September  15, 2003.  The adoption of B36 did not  materially  impact our
financial position or current operating results.

SFAS 142, Goodwill and Other Intangible  Assets,  generally became effective for
us on January 1, 2002.  Under SFAS 142,  goodwill is no longer  amortized but is
tested for  impairment  using a fair value  methodology.  We stopped  amortizing
goodwill  effective January 1, 2002. The result of our applying the new rules as
of January 1, 2002, resulted in no impairment charge.

The cumulative  effect of the accounting change in 2001 related to the adoption,
as of January 1, 2001, of SFAS 133,  Accounting for Derivative  Instruments  and
Hedging Activities, as amended. We recognized a one-time, non-cash charge of $11
million to earnings related to such adoption.

Other New Accounting Standards

In December 2003, the FASB modified FIN 46,  Consolidation of Variable  Interest
Entities  (with FIN 46R),  amending  FIN 46 and  deferring  its  application  in
certain cases. Our adoption of FIN 46 on July 1, 2003, was unchanged by FIN 46R.
Because  we have  not  traditionally  engaged  in the  types  of  securitization
vehicles  within  the scope of FIN 46,  no  cumulative  or future  effect on our
earnings or equity  resulted  from either the  adoption of FIN 46 or the changes
outlined in FIN 46R.

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

Information  about  potential  effects of changes in interest rates and currency
exchange on us is discussed on pages 15-16.

Item 8.    Financial Statements and Supplementary Data.

Our  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.

Item 9A.   Controls and Procedures

Under the direction of our Chief Executive Officer and Chief Financial  Officer,
we evaluated our disclosure  controls and  procedures and internal  control over
financial   reporting  and  concluded  that  (i)  our  disclosure  controls  and
procedures were effective as of December 31, 2003 and (ii) no change in internal
control over financial  reporting occurred during the quarter ended December 31,
2003 that has materially affected, or is reasonably likely to materially affect,
such internal control over financial reporting.
                                        20

<PAGE>


                                    PART III

Item 10.    Directors and Executive Officers of the Registrant.

Not required by this form.

Item 11.    Executive Compensation.

Not required by this form.

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

Not required by this form.

Item 13.   Certain Relationships and Related Transactions.

Not required by this form.

Item 14.   Principal Accountant Fees and Services.

The  aggregate  fees billed for  professional  services by KPMG in 2003 and 2002
were:
<TABLE>
<CAPTION>

   (In millions)
                                                             2003          2002
                                                         ------------- -------------
     <S>                                                     <C>         <C>
     Type of fees:
     Audit fees                                              $   5.5     $     4.6
     Audit-related fees                                           --           0.3
     Tax fees                                                    0.1           0.3
     All other fees                                               --           0.7
                                                         ------------- -------------
     Total                                                 $     5.6     $     5.9
                                                         ============= =============
</TABLE>

In the above table, in accordance with the SEC's  definitions and rules,  "audit
fees"  are fees we paid  KPMG for  professional  services  for the  audit of our
consolidated  financial statements included in Form 10-K and review of financial
statements  included in Form 10-Qs, and for services that are normally  provided
by the  accountant  in  connection  with  statutory  and  regulatory  filings or
engagements;  "audit-related  fees" are fees for assurance and related  services
that are reasonably related to the performance of the audit or the review of our
financial statements; "tax fees" are fees for tax compliance, tax advice and tax
planning;  and "all other fees" are fees for any  services  not  included in the
first three categories.
                                        21


<PAGE>


                                     PART IV

Item 15.    Exhibits, Financial Statement Schedules and Reports on Form 8-K.

     (a)  1.Financial Statements and Schedules.

          The consolidated financial statements filed as part of this report are
          listed in the Index to Consolidated Financial Statements and Financial
          Statement Schedules (page 23).

     (a)  2.Financial Statement Schedules.

          The consolidated  financial  statement schedules filed as part of this
          report are listed in the Index to  Consolidated  Financial  Statements
          and Financial Statement Schedules (page 23).

     (a)  3.Listing of Exhibits.

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

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

          10.1 Whole Account Aggregate Excess of Loss  Retrocession  Reinsurance
               Agreement,   between  Employers   Reinsurance   Corporation,   GE
               Reinsurance           Corporation,           GE          Frankona
               Ruckversicherungs-Aktiengesellschaft,   GE  Frankona  Reinsurance
               Ltd., GE Specialty  Insurance  (U.K.) Ltd. and XL Re Ltd.,  dated
               January 1, 2003 (material  omitted and separately  filed with the
               Securities  and  Exchange  Commission  pursuant  to a request for
               confidential treatment).

          10.2 Whole Account Aggregate Excess of Loss  Retrocession  Reinsurance
               Agreement,   between  Employers   Reinsurance   Corporation,   GE
               Reinsurance           Corporation,           GE          Frankona
               Ruckversicherungs-Aktiengesellschaft,   GE  Frankona  Reinsurance
               Ltd., GE Specialty  Insurance (U.K.) Ltd. and Tokio Millennium Re
               Ltd.,  dated  January 1, 2003  (material  omitted and  separately
               filed with the Securities and Exchange  Commission  pursuant to a
               request for confidential treatment).

          10.3 Whole Account Aggregate Excess of Loss  Retrocession  Reinsurance
               Agreement,   between  Employers   Reinsurance   Corporation,   GE
               Reinsurance           Corporation,           GE          Frankona
               Ruckversicherungs-Aktiengesellschaft,   GE  Frankona  Reinsurance
               Ltd.,  GE  Specialty   Insurance   (U.K.)  Ltd.  and  Inter-Ocean
               Reinsurance  (Ireland) Limited.,  dated January 1, 2003 (material
               omitted and  separately  filed with the  Securities  and Exchange
               Commission pursuant to a request for confidential treatment).

          12   Computation of Ratio of Earnings to Fixed Charges.

          31(a)Certification Pursuant to Exchange Act Rule 13(a)-14(a)/15(d)-
               14(a).

          31(b)Certification Pursuant to Exchange Act Rule 13(a)-14(a)/15(d)-
               14(a).

          32   Certification Pursuant To 18 U.S.C. Section 1350.

     (b)  1.Reports on Form 8-K.

          A current report on Form 8-K was filed on June 26, 2003, under Item 5.
          setting  forth  revised A.M Best  ratings of GE Global  Insurance  and
          certain of its insurance subsidiaries.

          A current  report on Form 8-K was filed on  September  3, 2003,  under
          Item 5. setting forth revised  Standard & Poor's  ratings of GE Global
          Insurance and certain of its insurance subsidiaries.
                                        22

<PAGE>



                     GE GLOBAL INSURANCE HOLDING CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES

                                   ITEM 15(a)
<TABLE>
<CAPTION>

                                    Index to
                      Consolidated Financial Statements and
                          Financial Statement Schedules

                                                                                                       Page

<S>                                                                                                     <C>
 Consolidated Financial Statements
   Independent Auditors' Report  ...................................................................... 24
   Consolidated Statement of Earnings  .................................................................25
   Consolidated Statement of Financial Position  .......................................................26
   Consolidated Statement of Stockholder's Equity  .....................................................27
   Consolidated Statement of Cash Flows  ...............................................................28
   Notes to Consolidated Financial Statements  .......................................................  29

Financial Statement Schedules
   Schedule II - Condensed Financial Information of Registrant  ........................................55
   Schedule III - Supplementary Insurance Information  .................................................59
</TABLE>
                                        23


<PAGE>



                          INDEPENDENT AUDITORS' REPORT


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


We have audited the accompanying consolidated statement of financial position of
GE Global Insurance Holding Corporation and subsidiaries as of December 31, 2003
and 2002,  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, 2003. In connection with our audits of the  consolidated  financial
statements,  we also audited the  financial  statement  schedules  listed in the
Index at Item 15(a) as of December 31, 2003 and 2002,  and for each of the years
in the three-year period ended December 31, 2003. These  consolidated  financial
statements and schedules are the responsibility of the Company's management. Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements and financial statement schedules based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  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, 2003 and 2002, and the
results  of their  operations  and their cash flows for each of the years in the
three-year  period ended  December  31,  2003,  in  conformity  with  accounting
principles  generally  accepted in the United  States of America.  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.

As discussed in note 2 to the consolidated financial statements,  the Company in
2002 changed its method of accounting for goodwill and other  intangible  assets
and in 2001 changed its method of  accounting  for  derivative  instruments  and
hedging activities.


KPMG LLP



Kansas City, Missouri
February 6, 2004
                                        24

<PAGE>


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

                       Consolidated Statement of Earnings

(In millions)                                                               Year ended December 31,
                                                                    -----------------------------------------
                                                                         2003          2002          2001
<S>                                                                   <C>           <C>           <C>
Revenues
Net premiums written                                                  $   9,729     $   7,892     $   7,392
                                                                    ============= ============= =============

Net premiums earned                                                   $  10,001     $   7,787     $   7,185
Net investment income                                                     1,203         1,072         1,202
Net realized gains on investments                                           224           241           436
Other revenues                                                              193           176           368
                                                                    ------------- ------------- -------------
Total revenues                                                           11,621         9,276         9,191
                                                                    ------------- ------------- -------------

Costs and Expenses
Claims, claim expenses and policy benefits                                7,912         9,282         6,975
Insurance acquisition costs                                               2,103         1,867         1,830
Amortization of intangibles                                                  71            57           123
Interest expense                                                            127           124           102
Loss on disposition of subsidiary                                           116             -             -
Other operating costs and expenses                                          647           612           538
Minority interest in net earnings of consolidated
   subsidiaries                                                              90            89            89
                                                                    ------------- ------------- -------------
Total costs and expenses                                                 11,066        12,031         9,657
                                                                    ------------- ------------- -------------

Earnings (loss) before income taxes and cumulative effect of
   change in accounting principle                                           555        (2,755)         (466)
                                                                    ------------- ------------- -------------

Income tax benefit (expense):
   Current                                                                  379           851           297
   Deferred                                                                (278)          171           (15)
                                                                    ------------- ------------- -------------
                                                                            101         1,022           282
                                                                    ------------- ------------- -------------

Earnings (loss) before cumulative effect of change in accounting
   principle                                                                656        (1,733)         (184)
                                                                    ------------- ------------- -------------

Cumulative effect of change in accounting principle                           -             -           (11)
                                                                    ------------- ------------- -------------

Net earnings (loss)                                                   $     656     $  (1,733)    $    (195)
                                                                    ============= ============= =============
</TABLE>

See Notes to Consolidated Financial Statements.
                                        25

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

                  Consolidated Statement of Financial Position

(In millions)                                                                       December 31,
                                                                             ---------------------------
                                                                                 2003          2002
                                                                             ------------- -------------
<S>                                                                            <C>           <C>
Assets
Investments:
Fixed maturity securities available-for-sale, at fair value                 $  28,302     $  22,200
   Equity securities, at fair value                                                  535           627
   Short-term investment securities, at amortized cost                               138         3,620
   Other invested assets                                                             259           375

     Total investments                                                            29,234        26,822
Cash                                                                               1,521           911
Securities and indebtedness of related parties                                       276           786
Accrued investment income                                                            504           383
Premiums receivable                                                                3,955         4,447
Funds held by reinsured companies                                                    619           815
Reinsurance recoverables                                                           9,610        10,901
Deferred insurance acquisition costs                                               1,914         1,882
Intangible assets                                                                  2,051         2,001
Other assets                                                                       2,858         2,838
                                                                             ------------- -------------
Total assets                                                                   $  52,542     $  51,786
                                                                             ============= =============

Liabilities and equity
Claims and claim expenses                                                      $  25,324     $  25,157
Accumulated contract values                                                        2,460         2,826
Future policy benefits for life and health contracts                               3,800         3,852
Unearned premiums                                                                  3,238         3,231
Other reinsurance balances                                                         4,462         4,325
Contract deposit liabilities                                                         836           887
Other liabilities                                                                  1,430         1,762
Long-term borrowings                                                               1,656         1,656
Indebtedness to related parties                                                      214           190
                                                                             ------------- -------------
   Total liabilities                                                              43,420        43,886
                                                                             ------------- -------------

Minority interest in equity of consolidated subsidiaries                           1,179         1,236
                                                                             ------------- -------------

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 - 1,600
   shares                                                                              8             8
Paid-in capital                                                                    3,557         3,222
Retained earnings                                                                  3,911         3,262
Accumulated unrealized gains on investment securities (a)                            263           149
Accumulated foreign currency translation adjustments (a)                              57          (138)
Additional minimum pension liability (a)                                             (10)            -
Derivatives qualifying as hedges (a)                                                   7            11
                                                                             ------------- -------------
   Total stockholder's equity                                                      7,943         6,664
                                                                             ------------- -------------
Total liabilities and equity                                                   $  52,542     $  51,786
                                                                             ============= =============
</TABLE>

(a)  The  sum  of  accumulated   unrealized  gains  on  investment   securities,
     accumulated foreign currency  translation  adjustments,  additional minimum
     person   liability  and  derivatives   qualifying  as  hedges   constitutes
     "Accumulated  nonowner  changes  other  than  earnings,"  as  shown  in the
     Consolidated  Statement of Stockholder's  Equity,  and was $317 million and
     $22 million at year-end 2003 and 2002, respectively.

See Notes to Consolidated Financial Statements.
                                26

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

                 Consolidated Statement of Stockholder's Equity

(In millions)                                    Preferred     Common      Paid-In     Retained    Cumulative      Total
                                                                                                    Nonowner
                                                                                                     Changes
                                                                                                   Other Than
                                                   Stock        Stock      Capital     Earnings     Earnings
                                                ------------ ------------ ----------- ------------ ------------ ------------
<S>               <C>                             <C>          <C>          <C>         <C>          <C>          <C>
Balances, January 1, 2001                         $   150      $     5      $   845     $ 5,204      $  (179)     $ 6,025
                                                                                                                ------------

   Changes other than transactions with share owner:
     Net loss                                           -            -            -        (195)           -         (195)
     Net unrealized gains on investment
       securities (a)                                   -            -            -           -          162          162
     Foreign currency translation adjustments
       (b)                                              -            -            -           -           81           81
     Derivatives qualifying as hedges (d)               -            -            -           -           (2)          (2)
     Reclassification adjustments (c)                   -            -            -           -         (282)        (282)
                                                                                                                ------------
       Total                                                                                                         (236)
                                                                                                                ------------

   Capital contribution received                        -            -          580           -            -          580
   Dividends paid on preferred stock                    -            -            -          (7)           -           (7)
                                                ------------ ------------ ----------- ------------ ------------ ------------

Balances, December 31, 2001                           150            5        1,425       5,002         (220)       6,362
                                                                                                                ------------

   Changes other than transactions with share owner:
     Net loss                                           -            -            -      (1,733)           -       (1,733)
     Net unrealized gains on investment
       securities (a)                                   -            -            -           -          279          279
     Foreign currency translation adjustments
       (b)                                              -            -            -           -          103          103
     Derivatives qualifying as hedges (d)               -            -            -           -           13           13
     Reclassification adjustments (c)                   -            -            -           -         (153)        (153)
                                                                                                                ------------
       Total                                                                                                       (1,491)
                                                                                                                ------------

   Capital contribution received in exchange
     for issuance of additional shares of
     common stock                                       -            3        1,797           -            -        1,800
   Dividends paid on preferred stock                    -            -            -          (7)           -           (7)
                                                ------------ ------------ ----------- ------------ ------------ ------------

Balances, December 31, 2002                           150            8        3,222       3,262           22        6,664
                                                                                                                ------------

   Changes other than transactions with share owner:
     Net earnings                                       -            -            -         656            -          656
     Net unrealized gains on investment
       securities (a)                                   -            -            -           -          269          269
     Foreign currency translation adjustments
       (b)                                              -            -            -           -          195          195
     Derivatives qualifying as hedges (d)               -            -            -           -           (4)          (4)
     Additional minimum pension liability (e)           -            -            -           -          (10)         (10)
     Reclassification adjustments (c)                   -            -            -           -         (155)        (155)
                                                                                                                ------------
       Total                                                                                                          951
                                                                                                                ------------

   Capital contribution received                        -            -          335           -            -          335
   Dividends paid on preferred stock                    -            -            -          (7)           -           (7)
                                                ------------ ------------ ----------- ------------ ------------ ------------

Balances, December 31, 2003                       $   150      $     8      $ 3,557     $ 3,911      $   317      $ 7,943
                                                ============ ============ =========== ============ ============ ============
</TABLE>

(a)  Presented net of taxes of $(95)  million,  $(151) million and $(78) million
     in 2003, 2002 and 2001, respectively.
(b)  Presented net of taxes of $(101)  million,  $(33) million and $(62) million
     in 2003, 2002 and 2001, respectively.
(c)  Presented  net of taxes of $69  million,  $88 million  and $154  million in
     2003, 2002 and 2001, respectively.
(d)  Presented  net of taxes of $2, $(7) and $1 million in 2003,  2002 and 2001,
     respectively.
(e)  Presented net of taxes of $5 million in 2003.

See Notes to Consolidated Financial Statements.
                                        27

<PAGE>

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

                      Consolidated Statement of Cash Flows
(In millions)                                                               Year ended December 31,
                                                                    -----------------------------------------
                                                                        2003          2002          2001
                                                                    ------------- ------------- -------------
<S>                                                                   <C>           <C>           <C>
Cash Flows From Operating Activities
Net earnings (loss)                                                   $     656     $  (1,733)    $    (195)
Adjustments to reconcile net earnings (loss) to cash from (used
   for) operating activities, net of acquisitions and dispositions:
     Claims and claim expenses                                             (163)        2,968         3,863
     Future policy benefits for life and health contracts                   639           543           271
     Unearned premiums                                                      (44)          272           129
     Funds held by reinsured companies                                       (9)          (85)           47
     Reinsurance recoverables                                               744          (489)       (3,697)
     Deferred income taxes                                                  278          (171)           15
     Income taxes receivable                                               (316)          (64)         (133)
     Amortization of insurance acquisition costs                          2,103         1,867         1,830
     Insurance acquisition costs deferred                                (2,210)       (2,185)       (1,916)
     Net realized gains on investments                                     (224)         (241)         (436)
     Other reinsurance balances                                             225         1,370           872
     Loss on disposition of subsidiary                                      116             -             -
     Other, net                                                            (654)            4          (717)
                                                                    ------------- ------------- -------------
   Cash from (used for) operating activities                              1,141         2,056           (67)
                                                                    ------------- ------------- -------------
Cash Flows From Investing Activities
Fixed maturity securities available-for-sale:
   Purchases                                                            (21,564)      (18,070)      (17,706)
   Sales                                                                 13,543        14,250        14,797
   Maturities                                                             3,700         2,457         2,337
Equity securities:
   Purchases                                                               (592)         (635)         (459)
   Sales                                                                    718           527           191
Net sales (purchases) of short-term investments                           3,495        (1,871)         (400)
Net cash paid for acquisitions and in-force reinsurance
   transactions                                                               -           (25)            -
Net cash received on disposition of subsidiary                              151             -             -
Other investing activities                                                 (352)           79           100
                                                                    ------------- ------------- -------------
   Cash used for investing activities                                      (901)       (3,288)       (1,140)
                                                                    ------------- ------------- -------------
Cash Flows From Financing Activities
Change in contract deposits                                                 (52)          (28)          (33)
Net contract accumulation receipts (payments)                              (192)          (83)          746
Net proceeds (payments) under related party credit facility                 564          (569)          (29)
Proceeds from short-term borrowings                                           -            82            20
Principal payments on short-term borrowings                                 (80)            -           (41)
Proceeds from sale-leaseback transaction                                     78             -             -
Cash received upon assumption of insurance liabilities                        -           407             -
Capital contribution received                                                 -         1,800           400
Proceeds from issuance of (redemption of) minority interest of
   subsidiary                                                                (7)           50             -
Dividends paid                                                               (7)           (7)           (7)
                                                                    ------------- ------------- -------------
   Cash from financing activities                                           304         1,652         1,056
                                                                    ------------- ------------- -------------
Effect of exchange rate changes on cash                                      66            21           425
                                                                    ------------- ------------- -------------
Increase in cash                                                            610           441           274
Cash at beginning of year                                                   911           470           196
                                                                    ------------- ------------- -------------
Cash at end of year                                                   $   1,521     $     911     $     470
                                                                    ============= ============= =============
</TABLE>

See Notes to Consolidated Financial Statements.

                                        28
<PAGE>

                    GE GLOBAL INSURANCE HOLDING CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES

                   Notes to Consolidated Financial Statements

1.   Basis of Presentation

Principles of Consolidation

GE Global Insurance Holding Corporation ("GE Global Insurance"),  referred to as
"we",  "us" or "our" in this report,  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").  Our financial statements
consolidate the accounts and operations, after intercompany eliminations, of all
of our  subsidiaries  and  affiliates  -  companies  that we control  and hold a
majority  of  voting  interest.   Our  significant  U.S.   domiciled   operating
subsidiaries  include  Employers  Reinsurance  Corporation  ("ERC"),   Employers
Reassurance   Corporation,   GE  Reinsurance   Corporation  ("GE  Re"),  Medical
Protective Company and Westport Insurance Company.  The majority of our non-U.S.
business is conducted through the GE Frankona Reinsurance group of companies.

Other  affiliates,  generally  companies in which we own 20 to 50 percent of the
voting rights or otherwise  have  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  accounting  principles  generally  accepted  in the  United  States of
America ("GAAP"), which, as to our insurance company businesses, often vary from
statutory  accounting  practices prescribed or permitted by insurance regulatory
authorities.  The  preparation of financial  statements in conformity  with GAAP
requires us to make estimates and assumptions  that affect reported  amounts and
related disclosures. Actual results could differ from those estimates.

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

2.   Summary of Significant Accounting Policies

Investments

We report  investments  in debt and marketable  equity  securities at fair value
based on quoted market prices or, if quoted prices are not available, discounted
expected  cash flows using market  rates  commensurate  with credit  quality and
maturity  of  the  investment.   Substantially  all  investment  securities  are
designated as available for sale with  unrealized  gains and losses  included in
stockholder's  equity,  net  of  applicable  taxes  and  other  adjustments.  We
regularly  review  investment  securities for impairment  based on criteria that
include the extent to which the investment's  carrying value exceeds its related
market  value,  the  duration  of the  market  decline,  our  ability to hold to
recovery and the financial  strength and specific prospects of the issuer of the
security.  Unrealized  losses that are other than  temporary  are  recognized in
earnings.   Realized  gains  and  losses  are  accounted  for  on  the  specific
identification method.

Premium Income

For  short-duration   insurance  contracts  (including  property  and  casualty,
accident and health,  and financial guaranty  insurance),  we report premiums as
earned  income,  generally  on a pro-rata  basis,  over the terms of the related
agreements.  For retrospectively rated reinsurance contracts,  we record premium
adjustments   based  on  estimated   losses  and  loss  expenses,   taking  into
consideration both case and incurred-but-not-reported (IBNR) reserves.

For traditional long-duration insurance contracts (including term and whole life
contracts  and  annuities  payable  for the life of the  annuitant),  we  report
premiums as earned income when due.
                                        29
<PAGE>

For  investment  contracts  and universal  life  contracts,  we report  premiums
received  as  liabilities,   not  as  revenues.  Universal  life  contracts  are
long-duration  insurance contracts with terms that are not fixed and guaranteed;
for  these  contracts,   we  recognize  revenues  for  assessments  against  the
policyholder's   account,    mostly   for   mortality,    contract   initiation,
administration  and  surrender.  Investment  contracts are  contracts  that have
neither  significant   mortality  nor  significant   morbidity  risk,  including
annuities  payable for a determined  period;  for these contracts,  we recognize
revenues on the  associated  investments  and amounts  credited to  policyholder
accounts are charged to expense.

Liabilities for Claims and Claims Expenses

Liabilities  for claims and claim  expenses  represent  our best estimate of the
ultimate  obligations  for  reported  claims  plus  those  IBNR and the  related
estimated claim settlement  expenses for all claims incurred through December 31
of each  year.  Specific  reserves  - also  referred  to as case  reserves - are
established for reported claims using  case-basis  evaluations of the underlying
claim data and are updated as further  information  becomes known. IBNR reserves
are determined using generally  accepted  actuarial  reserving methods that take
into  account  historical  loss  experience  data and, as  appropriate,  certain
qualitative  factors.  IBNR  reserves are adjusted to take into account  certain
additional  factors that can be expected to affect the liability for claims over
time,  such as changes in the volume and mix of business  written,  revisions to
contract  terms and  conditions,  changes in legal  precedents or developed case
law,  trends in healthcare  and medical  costs,  and general  inflation  levels.
Settlement of complex claims routinely involves threatened or pending litigation
to  resolve  disputes  as to  coverage,  interpretation  of  contract  terms and
conditions or fair compensation for damages suffered. These disputes are settled
through  negotiation,  arbitration,  or  actual  litigation.  Recorded  reserves
incorporate  our best  estimate of the effect that  ultimate  resolution of such
disputes  have  on  both  claims  payments  and  related  settlement   expenses.
Liabilities for claims and claim expenses are continually reviewed and adjusted;
such adjustments are included in current operations and accounted for as changes
in estimates.

Included in the liabilities for claims and claim expenses are $1,443 million and
$1,320  million  at  December  31,  2003 and 2002,  respectively,  of  long-term
disability claims and certain workers'  compensation  claims (limited to run-off
business  in  a  Bermuda-domiciled  subsidiary)  that  are  accounted  for  on a
discounted  basis.  Discount rates of 5% for long-term  disability claims and 3%
for workers' compensation claims were used for both years.

Deferred Insurance Acquisition Costs

Costs  that vary with and are  directly  related to the  acquisition  of new and
renewal  insurance  and  investment  contracts  are  deferred  and  amortized as
follows:

Short-Duration  Contracts.  Acquisition costs consist of commissions,  brokerage
expenses and premium taxes and are amortized  ratably over the contract  periods
in which the related premiums are earned.

Long-Duration Contracts.  Acquisition costs consist of first-year commissions in
excess of recurring  renewal  commissions,  certain  variable sales expenses and
certain  support  costs such as  underwriting  and policy  issue  expenses.  For
traditional  long-duration insurance contracts, we amortize these costs over the
respective  contract periods in proportion to either anticipated premium income,
or, in the case of limited-payment  contracts,  estimated benefit payments.  For
investment  contracts and universal life contracts,  amortization of these costs
is based on  estimated  gross  profits and is adjusted  as those  estimates  are
revised.

We review deferred acquisition costs periodically for recoverability considering
anticipated investment income.

                                        30
<PAGE>

                    GE GLOBAL INSURANCE HOLDING CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES


Present Value of Future Profits

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  policies 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. We adjust unamortized balances
to reflect experience and impairment, if any.

Funds Held by Reinsured Companies

Funds held by  reinsured  companies  represent  ceded  premiums  retained by the
ceding companies according to contractual terms.  Investment income is generally
earned on these balances during the periods that the funds are held.

Allowance for Doubtful Accounts

We establish an allowance for  uncollectible  premiums  receivable,  reinsurance
recoverables  and other doubtful  accounts at the time such losses are estimated
to have been  incurred.  The nature of our  operations is such that we generally
expect to receive amounts due and our historical  charge-off ratio is relatively
low. As a result,  our general reserving  approach is to only establish reserves
for  specifically  identified  disputes or collection  issues.  In  establishing
required allowances, we give consideration to relevant observable data as to the
nature  of the  dispute,  the  overall  financial  health  of the  counterparty,
collateral  value (such as letters of credit and funds held  balances) and legal
right-of-offset of related claim liabilities. The allowance totaled $124 million
and $145 million at December 31, 2003 and 2002, respectively.

Intangible Assets

As of  January  1,  2002,  goodwill  is no longer  amortized  but is tested  for
impairment  using a fair  value  approach,  at the  "reporting  unit"  level.  A
reporting  unit is the  operating  segment,  or a business  one level below that
operating segment (the "component" level) if discrete  financial  information is
prepared  and  regularly  reviewed by  management  at the  component  level.  We
recognize an impairment  charge for any amount by which the carrying amount of a
reporting  unit's goodwill  exceeds its fair value. We use discounted cash flows
to establish fair values. When available and as appropriate,  we use comparative
market  multiples to corroborate  discounted cash flow results.  When a business
within a reporting  unit is disposed  of,  goodwill is allocated to the disposed
unit using the relative fair value methodology.

We amortize  the cost of other  intangibles  over their  estimated  useful lives
unless  such  lives are deemed  indefinite.  Amortizable  intangible  assets are
tested for impairment based on undiscounted cash flows and, if impaired, written
down to fair value based on either  discounted  cash flows or appraised  values.
Intangible  assets with  indefinite  lives are tested for impairment and written
down to fair value as required.

Before  January 1, 2002,  we amortized  goodwill  over its  estimated  period of
benefit on a  straight-line  basis;  we  amortized  other  intangible  assets on
appropriate basis over their estimated lives. No amortization period exceeded 30
years. When an intangible  asset's carrying value exceeded  associated  expected
operating cash flows,  we considered it to be impaired and wrote it down to fair
value,  which we  determined  based on either  discounted  future  cash flows or
appraised values.
                                        31

<PAGE>

                    GE GLOBAL INSURANCE HOLDING CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES


Statement of Cash Flows

Cash  includes  cash on hand,  demand  deposits,  certificates  of  deposit  and
investments in money-market mutual funds. Investment securities with an original
maturity  greater  than three  months but less than one year are  classified  as
short-term  investment  securities  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  accounted  for as
deposits.  These deposits are classified as contract deposit assets (included in
"other assets") or "contract  deposit  liabilities" and are generally  accounted
for similar to 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  subsidiaries,  various non-insurance subsidiaries and its
parent, GE Capital Services, are included in the consolidated federal income tax
return of GE Company.  Our domestic life insurance subsidiary is taxed as a life
insurance company and files a separate federal income tax return.

Our international  insurance company businesses file separate income tax returns
in the countries where they are domiciled or operate.

We utilize the liability method in accounting for income taxes, 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. We establish a "valuation  allowance"  for
any portion of the deferred tax asset that is not believed to be realizable.

Benefit Plans

The  majority of our U.S.  employees  participate  in a  trusteed,  contributory
defined  benefit pension plan and certain  postretirement  plans sponsored by GE
Company.  GE Company,  in turn,  charges us for our relative  share of the costs
associated with the overall GE Company Group Pension and  Postretirement  Plans.
Additionally,   employees  of  ERC  and  its  subsidiaries,   excluding  foreign
subsidiaries,  were covered by a trusteed  noncontributory  defined benefit plan
for  employment  through  September  30,  1999.  Certain  of  our  international
businesses also sponsor  noncontributory defined benefit pension plans for their
employees or participate in GE Company  sponsored  contributory  defined benefit
plans.  The net effect of all benefit  plans on the  consolidated  statement  of
financial  position and  statement  of earnings for 2003,  2002 and 2001 was not
material.

The Company recorded an additional  minimum pension  liability for ERC's pension
plan of $15 million ($10  million net of tax) at December 31, 2003,  as required
by Financial  Accounting  Standards  Board  Statement No. 87. The  adjustment is
reflected in other liabilities and other  comprehensive  income, as appropriate,
and was required as a result of the accumulated  benefit  obligation in the plan
exceeding  the fair value of the  underlying  pension  plan  assets and  accrued
pension liabilities.

                                        32
<PAGE>

                    GE GLOBAL INSURANCE HOLDING CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES


Accounting Changes

Under SFAS 142,  goodwill is no longer amortized but is tested for impairment on
at least an annual basis using a fair value  methodology.  We stopped amortizing
goodwill effective January 1, 2002. Under SFAS 142, we were required to test all
existing  goodwill for  impairment  as of January 1, 2002,  on a reporting  unit
basis. The result of the initial  implementation of testing goodwill resulted in
no impairment charge.

At January 1, 2001, we adopted SFAS 133,  Accounting for Derivative  Instruments
and Hedging Activities,  as amended.  Under SFAS 133, all derivative instruments
are  recognized in the balance sheet at their fair values.  Further  information
about derivatives and hedging is provided in note 15.

The cumulative effect of adopting this accounting change at January 1, 2001, was
as follows:
<TABLE>
<CAPTION>

   (In millions)                                          Earnings (1)

<S>                                                        <C>
   Adjustment to fair value of derivatives                 $     (17)
   Income tax effect                                               6
                                                         ---------------
   Total                                                   $     (11)
                                                         ===============
</TABLE>

(1) For earnings effect, amount shown is net of adjustment to hedged items.

The cumulative  effect on earnings of adopting SFAS 133 was due to the effect of
marking to market options and currency contracts used for hedging.  Decreases in
the fair values of these  instruments were attributable to movements in embedded
interest rates since inception of the hedging arrangements.

This accounting  change did not involve cash, and we expect that it will have no
more than a modest effect on future operating results.

3.   Acquisitions and Dispositions

In  December  2003,  we sold 95% of the  common  stock  of ERC Life  Reinsurance
Corporation  ("ERC  Life")--an  operating  reinsurance  entity  within  our Life
Segment--to  Scottish  Re  Holdings.  The  transaction  produced a $116  million
pre-tax loss.  However, a significant tax benefit resulted from this sale due to
the tax basis of ERC Life being substantially in excess of its book basis. Total
assets of ERC Life were approximately $1.4 billion at the date of sale. In order
to facilitate the disposition of ERC Life, in October 2003, we distributed  100%
of the  common  stock  of  ERC  Life's  wholly-owned  subsidiary,  Employers  Re
Corporation (UK) Limited, to ERC. ERC subsequently distributed the stock of this
subsidiary to its parent, GE Global Insurance.

In July 2002, we entered into an indemnity  reinsurance  agreement  covering the
majority of the life  reinsurance  division of  American  United Life  Insurance
Company ("AUL"),  including AUL's life,  long-term care and  international  life
reinsurance business. As part of the transaction, we also acquired 100% interest
in a third-party  administrator,  which provides services for the long-term care
business. The overall transaction was accounted for as a purchase;  accordingly,
the purchase  price was  allocated to assets  acquired and  liabilities  assumed
based on estimated  fair values and operating  results have been included in our
consolidated  financial  statements since the date of acquisition.  Total assets
acquired approximated $730 million, including present value of future profits of
$228 million and goodwill of $18 million.
                                        33

<PAGE>

                    GE GLOBAL INSURANCE HOLDING CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES


4.   Investments

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

   (In millions)                                                            December 31, 2003
                                                         ---------------------------------------------------------
                                                         Amortized Cost     Gross         Gross        Estimated
                                                                         Unrealized     Unrealized       Fair
                                                                            Gains         Losses         Value
                                                         -------------- ------------- -------------- -------------
<S>                                                        <C>            <C>           <C>            <C>
  Fixed maturity securities:
      U.S. government                                      $     225      $       9     $      (1)     $     233
      International government                                 6,246            101           (55)         6,292
      Tax-exempt                                               8,913            197           (21)         9,089
      Corporate                                                9,618            326           (77)         9,867
      U.S. mortgage-backed and other asset-backed              1,880             59           (19)         1,920
      International mortgage-backed and other
        asset-backed                                             893             12            (4)           901
                                                         -------------- ------------- -------------- -------------
     Total fixed maturity securities                          27,775            704          (177)        28,302
   Equity securities                                             544             31           (40)           535
   Short-term investment securities                              138              -             -            138
   Other invested assets                                         259              -             -            259
                                                         -------------- ------------- -------------- -------------
   Total investments                                       $  28,716      $     735     $    (217)     $  29,234
                                                         ============== ============= ============== =============
</TABLE>
<TABLE>
<CAPTION>

   (In millions)                                                            December 31, 2002
                                                         ---------------------------------------------------------
                                                         Amortized Cost     Gross         Gross        Estimated
                                                                         Unrealized     Unrealized       Fair
                                                                            Gains         Losses         Value
                                                         -------------- ------------- -------------- -------------
<S>                                                        <C>           <C>            <C>             <C>
  Fixed maturity securities:
      U.S. government                                      $     365     $       10     $       -       $    375
      International government                                 4,364             75           (11)         4,428
      Tax-exempt                                               5,739            140           (24)         5,855
      Corporate                                                6,767            221           (97)         6,891
      U.S. mortgage-backed and other asset-backed              3,816             90            (9)         3,897
      International mortgage-backed and other
        asset-backed                                             742             13            (1)           754
                                                         -------------- ------------- -------------- -------------
     Total fixed maturity securities                          21,793            549          (142)        22,200
   Equity securities                                             739              9          (121)           627
   Short-term investment securities                            3,620              -             -          3,620
   Other invested assets                                         375              -             -            375
                                                         -------------- ------------- -------------- -------------
   Total investments                                       $  26,527      $     558     $    (263)     $  26,822
                                                         ============== ============= ============== =============
</TABLE>
                                        34


<PAGE>

                    GE GLOBAL INSURANCE HOLDING CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES

The amortized  cost and  estimated  fair value of fixed  maturity  securities at
December 31, 2003 are summarized, by stated maturity, as follows:
<TABLE>
<CAPTION>

   (In millions)                                           Amortized     Estimated
                                                                            Fair
                                                             Cost          Value
                                                         -------------- -------------
<S>  <C>                                                   <C>            <C>
   Maturity:
     2004                                                  $     794      $     800
     2005-2008                                                 5,884          5,946
     2009-2013                                                 9,710          9,847
     2014 and later                                            8,614          8,888
                                                         -------------- --------------
                                                              25,002         25,481
   Mortgage-backed and other asset-backed securities           2,773          2,821
                                                         -------------- -------------
   Total fixed maturity securities                         $  27,775      $  28,302
                                                         ============== =============
</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.

The  following  table  presents the  estimated  fair value and gross  unrealized
losses on our  investment  securities,  aggregated  by  investment  category and
length of time that individual  investment  securities have been in a continuous
unrealized loss position, at December 31, 2003.
<TABLE>
<CAPTION>

   (In millions)                                            Less than 12 months             12 months or more
                                                        ------------- --------------   ------------- --------------
                                                                          Gross                          Gross
                                                         Estimated     Unrealized        Estimated    Unrealized
                                                         Fair Value      Losses         Fair Value      Losses
                                                        ------------- --------------   ------------- --------------
<S>                                                       <C>           <C>              <C>           <C>
    Fixed maturity securities:
      U.S. government                                     $      46     $       1        $       -     $       -
      International government                                3,250            55               14             -
      Tax-exempt                                              1,407            21                -             -
      Corporate                                               3,179            58              154            19
      U.S. mortgage-backed and other asset-backed               695            16               41             3
      International mortgage-backed and other
        asset-backed                                            507             4                -             -
   Equity securities                                            191            34               61             6
                                                        ------------- --------------   ------------- --------------
   Total                                                  $   9,275     $     189        $     270     $      28
                                                        ============= ==============   ============= ==============
</TABLE>

Of the $28 million of investment  securities in an unrealized  loss position for
twelve  months or more,  the  majority  reflects  the  impact  of rising  market
interest rates on our fixed-rate debt portfolio. We review all of our investment
securities  routinely for  other-than-temporary  impairment.  In accordance with
that policy,  we provide for all amounts that we do not expect either to collect
in accordance with the contractual  terms of the instruments or to recover based
on underlying collateral values.

At December 31, 2003 and 2002, we had  investments in fixed maturity  securities
with a carrying  amount of $1,792 million and $1,385 million,  respectively,  on
deposit with state and provincial  insurance  departments to satisfy  regulatory
requirements.
                                        35
<PAGE>
                    GE GLOBAL INSURANCE HOLDING CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES

Major categories of investment income are summarized as follows:

<TABLE>
<CAPTION>




   (In millions)                                                  Year ended December 31,
                                                         ------------------------------------------
                                                             2003          2002           2001
                                                         ------------- -------------- -------------
<S>                                                        <C>           <C>            <C>
   Gross investment income:
     Fixed maturity securities                             $   1,049     $     925      $   1,049
     Equity securities                                            23            13             14
     Short-term investment securities                             28            44             73
     Securities and indebtedness of related parties               22            19             23
     Other                                                       110            90             64
                                                         ------------- -------------- -------------
                                                               1,232         1,091          1,223
   Investment expenses                                           (29)          (19)           (21)
                                                         ------------- -------------- -------------
   Net investment income                                   $   1,203    $    1,072      $   1,202
                                                         ============= ============== =============
</TABLE>

The sales  proceeds and realized  gains and losses on investment  securities are
summarized as follows:
<TABLE>
<CAPTION>

   (In millions)                                                  Year ended December 31,
                                                         ------------------------------------------
                                                             2003          2002          2001

<S>                                                        <C>           <C>           <C>
   Sales proceeds from investment securities               $  14,261     $  14,777     $  14,988
                                                         ============= ============= ==============

   Net realized gains on investments before
     income taxes:
     Fixed maturity securities:
        Gross realized gains                               $     376     $     373     $     517
        Gross realized losses                                    (39)          (96)          (81)
     Equity securities:
        Gross realized gains                                      55            31            43
        Gross realized losses                                   (168)          (67)          (43)
                                                         ------------- ------------- --------------
     Total net realized gains before income taxes                224           241            436
   Provision for income taxes                                    (69)          (88)          (154)
                                                         ------------- ------------- --------------
   Net realized gains on investments, after income
    taxes                                                  $     155     $     153     $     282
                                                         ============= ============= ==============
</TABLE>

                                        36
<PAGE>

                    GE GLOBAL INSURANCE HOLDING CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES

5.   Intangible Assets
<TABLE>
<CAPTION>

   (In millions)                                             At December 31, 2003            At December 31, 2002
                                                         ------------------------------  -------------------------------
                                                            Gross                           Gross
                                                           Carrying     Accumulated        Carrying      Accumulated
                                                            Amount      Amortization        Amount      Amortization
                                                         ------------------------------  -------------------------------
<S>                                <C>                     <C>           <C>               <C>           <C>
   Intangibles Subject to Amortization
   Present value of future profits ("PVFP")                $     479     $    (176)        $     509     $    (128)
   Capitalized software                                          211          (106)              190           (69)
   All other                                                      27            (4)               15            (1)
                                                         ------------------------------  -------------------------------
                                                                 717          (286)              714          (198)
   Intangibles Not Subject to Amortization
   Goodwill                                                    2,231          (611)            2,071          (586)
                                                         ------------------------------  -------------------------------

   Total                                                   $   2,948     $    (897)        $   2,785     $    (784)
                                                         ==============================  ===============================
</TABLE>

Except for those  attributable to movements in foreign currency  exchange rates,
the only changes to recorded  goodwill  during the year ended December 31, 2003,
were additions of $48 million  relating to the transfer of Coregis  Group,  Inc.
(See Note 11) and reductions of $6 million  related to the sale of ERC Life (See
Note 3).

The only changes to recorded  goodwill  during the year ended December 31, 2002,
other than those  attributed to movements in foreign  currency  exchange  rates,
were additions of $104 million,  representing  amounts  reclassified  from other
intangible  assets as of the January 1, 2002  adoption date of SFAS 142, and $18
million  relating  to the AUL  acquisition  (See Note 3). The amount of goodwill
amortization included in the accompanying  consolidated statement of earnings in
2001 was $79 million.

Consolidated amortization expense related to intangible assets, excluding
goodwill, for 2003, 2002 and 2001 were $71 million, $57 million and $44 million,
respectively.

The  estimated  percentage  of the  December  31,  2003,  net PVFP balance to be
amortized over each of the next five years follows:
<TABLE>
<CAPTION>

<S> <C>                         <C>
    2004 ....................   6.8%
    2005 ....................   6.1%
    2006 ....................   5.4 %
    2007 ....................   5.1%
    2008  ...................   5.0%
</TABLE>

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 and the risk  inherent in the
realization  of the  estimated  future  profits  at the  date of the  respective
acquisitions.  PVFP is  being  amortized  using  the  interest  method  over the
duration of the related life business,  approximately  20 years, as the premiums
or gross profits on the books of business are recognized.  Amortization  expense
for PVFP in future periods will be affected by  acquisitions,  realized  capital
gains/losses  or other factors  affecting  the ultimate  amount of gross profits
realized from certain lines of business.  Interest accretion on PVFP totaled $22
million,  $15 million and $12 million during 2003, 2002 and 2001,  respectively;
while PVFP amortization totaled $56 million, $36 million and $17 million for the
same respective periods.

                                        37

<PAGE>

                    GE GLOBAL INSURANCE HOLDING CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES

6.   Claims and Claim Expenses

The reconciliation of beginning and ending claims and claim expense liabilities,
net of reinsurance, is summarized as follows:
<TABLE>
<CAPTION>

   (In millions)                                                  Year ended December 31,
                                                         ------------------------------------------
                                                              2003                          2001
                                                                           2002
                                                         ------------- ------------- --------------
<S>                   <C>                                  <C>           <C>           <C>
   Balance at January 1 - gross                            $  25,157     $  22,033     $  17,678
   Less reinsurance recoverables                              (9,070)       (8,961)       (4,924)
                                                         ------------- ------------- --------------
   Balance at January 1 - net                                 16,087        13,072        12,754
                                                         ------------- ------------- --------------

   Claims and expenses incurred:
     Current year                                              6,753         5,271         5,979
     Prior years                                                 897         3,698           811
                                                         ------------- ------------- --------------
                                                               7,650         8,969         6,790
                                                         ------------- ------------- --------------

   Claims and expenses paid:
     Current year                                             (1,045)         (928)       (1,076)
     Prior years                                              (6,313)       (5,726)       (5,596)
                                                         ------------- ------------- --------------
                                                              (7,358)       (6,654)       (6,672)
                                                         ------------- ------------- --------------

   Claim reserves related to acquired/contributed
     companies                                                   378           285             -

   Foreign exchange and other                                    637           415           200
                                                         ------------- ------------- --------------
   Balance at December 31 - net                               17,394        16,087        13,072
   Add reinsurance recoverables                                7,930         9,070         8,961
                                                         ------------- ------------- --------------
   Balance at December 31 - gross                          $  25,324     $  25,157     $  22,033
                                                         ============= ============= ==============
</TABLE>

There is a high  degree of  uncertainty  inherent in the  estimates  of ultimate
losses  underlying  the  liability for unpaid  claims and claim  expenses.  This
inherent   uncertainty  is  particularly   significant   for   liability-related
exposures,  including latent claim issues (such as asbestos,  environmental  and
mast tort related  coverage  disputes)  due to the extended  period,  often many
years, that transpires between a loss event, receipt of related claims data from
policyholders and/or primary insurers and ultimate settlement of the claim. This
situation is then further  exacerbated for  reinsurance  entities (as opposed to
primary  insurers)  due to  lags  in  receiving  current  claims  data.  Because
reinsurance  protection is often provided on an  "excess-of-loss"  basis whereby
the  reinsurer  is only  obligated  to pay  losses in excess of  pre-established
limits,  notification  is only required to be provided to the reinsurer when the
claim is assessed as having a reasonable  possibility  of exceeding  the primary
insurer's retention  thresholds.  This notification can often be years after the
loss event was initially reported to the primary insurer.

We continually  update loss estimates using both  quantitative  information from
our reserving actuaries and qualitative  information derived from other sources.
While detailed  analysis is performed on a quarterly basis to assess the overall
adequacy  of  recorded  claim  reserves,  a  more  comprehensive  evaluation  is
undertaken on an annual basis. These more  comprehensive  reviews were completed
during the third and fourth quarters of 2003 using both reported and paid claims
data from all major reserve segments,  with specific additional emphasis focused
on those lines of business in which recent  reported  claims  activity  differed
significantly from anticipated levels.

In the preceding chart, "Claims and expenses  incurred--prior  years" represents
additional losses (adverse  development)  recognized in any year for loss events
that  occurred  before the  beginning  of that year.  Such  adverse  development
amounted to 6%, 28% and 6% of beginning of year net loss reserves in 2003,  2002
and 2001,
                                        38
<PAGE>

                    GE GLOBAL INSURANCE HOLDING CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES

respectively.    Consistent   with   much   of   the   property   and   casualty
insurance/reinsurance industry, the accumulation of much higher than anticipated
subsequent  claims  volumes  during  this  period  gradually  forced  us to  the
realization that the level of price erosion that occurred in the late 1990's was
significantly  greater than had been previously  contemplated.  As a result,  we
strengthened  claim reserves  assigned to previous accident years during each of
the three years 2003, 2002 and 2001.  This required  reserve  strengthening  has
been most pronounced for liability-related  exposures underwritten in 1997-2001.
Our actions taken, by year, are summarized below:

o    2001--We began to experience an acceleration of reported claims activity in
     certain  liability-related  coverages,   specifically  hospital  liability,
     nonstandard   automobile  (automobile  insurance  extended  to  higher-risk
     drivers) and commercial general liability lines of business, and recognized
     the increased projected ultimate losses.

o    2002--Considering  the continued  acceleration  in reported claims activity
     affecting much of our  liability-related  insurance written in 1997 through
     2001,  we  concluded  that our best  estimate of  ultimate  losses was much
     higher in the range of reasonably  possible loss scenarios than  previously
     estimated.  Accordingly,  we  increased  our  reserves  by $3.7  billion to
     reflect  our  experience.   The  significant  components  of  this  adverse
     development  included hospital medical malpractice ($300 million),  product
     liability ($300 million),  professional liability ($250 million),  umbrella
     liability ($200 million),  workers compensation ($200 million),  individual
     liability ($150 million) and asbestos-related exposures ($150 million).

o    2003--We  observed our reported claims  activity  compared with our revised
     expected  loss  levels.  In a majority of our lines of  business,  reported
     claims activity in 2003 was reasonably close to expected amounts.  In a few
     lines--principally  medical  malpractice,  product  liability  and  certain
     director and officer related  coverages--reported  claims volumes  exceeded
     our revised loss expectations.  Accordingly, we increased our loss reserves
     to the newly-indicated ultimate levels in 2003.

In  establishing  the  liabilities  for  claims  and claim  expenses  related to
asbestos-related  illnesses and toxic waste cleanup, we consider 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 we can reasonably  estimate the
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.  In  connection  with the  comprehensive
reserve  review  completed in the fourth  quarter of 2002,  we  benchmarked  our
recorded  asbestos-related  reserves against certain of our industry competitors
having similar  exposures.  The most common  benchmarking  approach involves the
comparison of what are referred to as "survival  ratios." A survival  ratio is a
measure  of the  number  of years it would  take to  exhaust  recorded  asbestos
reserves based on recent payment  activity.  This ratio is derived by taking the
current ending  reserves and dividing it by the average annual  payments for the
most recent three to five years (generally  excluding large one-time settlements
such as those  involving a  commutation  of a block of business).  In 2002,  the
movement to the 12-year survival ratio resulted in an approximately $150 million
pre-tax  charge,  which was a component of the overall $2.5 billion charge taken
for adverse development in the fourth quarter.

The gross liabilities for asbestos and environmental  related illness claims and
claim expenses and the related  reinsurance  recoverables  were $937 million and
$345  million,  respectively,  at December 31, 2003.  These amounts are our best
estimate,  based on currently available  information,  of future claim and claim
expense payments and recoveries that are expected to develop in future years. We
monitor   evolving   case  law  and  its  effect  on  claims  for  asbestos  and
environmental  related  illness.   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 we have
recorded  our best  estimate of our  liabilities  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
                                        39
<PAGE>

                    GE GLOBAL INSURANCE HOLDING CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES

net loss, that is reasonably possible; therefore, there can be no assurance that
future  liabilities  will not  materially  affect  our  results  of  operations,
financial position or cash flows.

In addition to asbestos and environmental risks, we also have exposures to other
mass torts involving  primarily  liability issues such as tobacco products,  gun
manufacturers,  silicone  breast  implants and the impacts of household mold. Of
recent  concern  is  the  increase  in   class-action   litigation   surrounding
pharmaceutical-related   products.   We  attempt  to   closely   monitor   legal
developments   pertaining  to  such  issues  and  establish   specific  reserves
(including  the cost of related  litigation)  for  individual  actions when such
legal  proceedings  have  progressed to the point  indicating that some level of
liability is likely and we can reasonably estimate such liability. Additionally,
we have  established  amounts to cover  additional  exposures  on both known and
unasserted  claims. We believe the recorded reserves represent our best estimate
of ultimate liability based on information known to date; however, there remains
the risk that such exposures could develop unfavorably in future years.

7.   Income Taxes

The impact of income taxes on our consolidated  operating  results is summarized
below (with  income tax benefits  reflected  as positive  amounts and income tax
expenses reflected as negative amounts):
<TABLE>
<CAPTION>

(In millions)                                           Year ended December 31,
                -------------------------------- -- -------------------------------- -- --------------------------------
                             2003                                2002                                2001
                ---------- ---------- ----------    ---------- ---------- ----------    ---------- ---------- ----------
                United     Inter-                   United     Inter-                   United     Inter-
                States     national      Total      States     national     Total       States     national     Total
                ---------- ---------- ----------    ---------- ---------- ----------    ---------- ---------- ----------
<S>             <C>        <C>        <C>           <C>        <C>        <C>           <C>        <C>        <C>
Current         $    369   $     10   $    379      $    653   $    198   $    851      $    206   $     91   $    297
Deferred            (135)      (143)      (278)          138         33        171            49        (64)       (15)
                ---------- ---------- ----------    ---------- ---------- ----------    ---------- ---------- ----------
Total           $    234   $   (133)  $    101      $    791   $    231   $  1,022      $    255   $     27   $    282
                ========== ========== ==========    ========== ========== ==========    ========== ========== ==========
</TABLE>

Income taxes paid  (received)  totaled $152 million,  $(721)  million and $(177)
million in 2003, 2002 and 2001, respectively.

Our effective income tax rate on pre-tax income differs from the prevailing U.S.
corporate federal income tax rate and is summarized as follows:
<TABLE>
<CAPTION>

                                                                  Year ended December 31,
                                                         ------------------------------------------
                                                             2003          2002          2001
                                                         ------------- ------------- --------------
<S>                                                            <C>          <C>           <C>
   Corporate federal income tax rate                           35  %        (35)%         (35)%
   Tax-exempt investment income                               (16)           (3)          (22)
   Acquisition purchase price adjustment                        -             -            (7)
   Sale of ERC Life                                           (41)            -             -
   Tax on international activities                              -             -            (4)
   Intercompany dividend payment                                4             1             5
   Other items, net                                             -             -             2
                                                         ------------- ------------- --------------
   Effective tax rate                                         (18)%         (37)%         (61)%
                                                         ============= ============= ==============
</TABLE>

We hold a significant portion of our overall investment  portfolio in securities
that  are  substantially  exempt  from  U.S.  taxation  (principally  state  and
municipal bonds).  This represents a significant  factor for all years presented
in reconciling the prevailing 35% U.S.  corporate federal income tax rate to our
lower effective tax rate.  Additional  significant  factors  contributing to the
lower effective tax rate include: (1) 2003 - transactions related to the sale of
ERC Life resulted in different  consequences  for book and tax purposes (the tax
benefit  reflected is primarily  attributable to the tax basis of ERC Life being
significantly  in excess  of its book  basis);  and (2) 2001 -  certain  amounts
received  related  to  a  prior  acquisition  were  treated  as  purchase  price
adjustments for tax purposes.
                                        40
<PAGE>
                    GE GLOBAL INSURANCE HOLDING CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES

The  significant  components of our net deferred tax assets and  liabilities are
summarized as follows:
<TABLE>
<CAPTION>

   (In millions)                                                        December 31,
                                                                 ---------------------------
                                                                     2003          2002
                                                                 ------------- -------------
<S>                                                                <C>           <C>
    Deferred tax assets:
      Claims and claim expenses                                    $     438     $     331
      Unearned premiums                                                  125           147
      Foreign currency translation                                       110           263
      Contract deposit assets                                             97           161
       Intangibles                                                       215             -
       Net operating loss carryforwards                                  323           226
      Other                                                              109            91
                                                                 ------------- -------------
           Total deferred tax assets                                   1,417         1,219
       Valuation allowance                                               (59)          (14)
                                                                 ------------- -------------
    Total deferred tax assets, after valuation allowance               1,358         1,205
                                                                 ------------- -------------

   Deferred tax liabilities:
      Deferred insurance acquisition costs                              (488)         (516)
      Net unrealized gains on investment securities                     (131)          (55)
       U.S. shareholder deferred foreign income                         (185)         (111)
       Software                                                          (32)          (36)
      Contract deposit liabilities                                      (153)             -
      Other                                                             (238)         (248)
                                                                 ------------- -------------
           Total deferred tax liabilities                             (1,227)         (966)
                                                                 ------------- -------------
   Net deferred tax asset                                          $     131     $     239
                                                                 ============= =============
</TABLE>

Income  taxes  receivable  totaled $518 million and $186 million at December 31,
2003 and 2002, respectively.

As of December 31, 2003, we have net operating loss carryforwards related to our
U.K., German and U.S. operations of $81 million,  $893 million and $209 million,
respectively.  The U.K. and German  carryforwards  have no expiration  date. The
U.S. carryforwards expire in 2017, 2022 and 2023.

8.   Indebtedness to/from Related Parties

We, along with GE Capital  Corporation,  are  participants in a revolving credit
agreement that involves an international  cash pooling  arrangement on behalf of
certain of our European  affiliates.  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.
This credit  facility has a current  expiration  date of August 26, 2004, but is
automatically  extended for successive terms of one year each, unless terminated
in  accordance  with the terms of the  agreement.  We had a net  payable of $103
million under this credit  facility at December 31, 2003 and a net receivable of
$459 million at December 31, 2002.

A revolving  credit agreement is in place with GE Capital Services for an amount
up to $600 million that expires January 1, 2005, 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  outstanding  on this credit
facility,  including accrued interest payable, was $111 million and $190 million
as of  December  31,  2003 and  2002,  respectively.  Interest  accrued  on such
borrowings at an annual weighted-average  interest rate of 1.2% and 1.9% for the
years ended  December 31, 2003 and 2002,  respectively.  No interest was paid in
2003, 2002 or 2001.
                                        41
<PAGE>
                    GE GLOBAL INSURANCE HOLDING CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES

9.   Borrowings

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

In March 1999,  we issued  $400  million of  redeemable  senior  unsecured  debt
securities  at 6.45% per annum that are scheduled to mature on March 1, 2019. We
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.

In June  2000,  we issued  $350  million of  redeemable  senior  unsecured  debt
securities at 7.5% per annum,  that are scheduled to mature on June 15, 2010 and
$350 million of redeemable  senior  unsecured debt securities at 7.75% per annum
that are  scheduled to mature on June 15, 2030.  We received $691 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 an interim loan agreement with GE Capital Corporation.

Total  interest paid on  borrowings  was $121 million in each of the years 2003,
2002 and 2001.

We entered  into a one year $250 million  letter of credit  facility on December
30, 2003 with a syndicate  of banks lead by Sun Trust Bank as the issuing  bank.
The facility is fully  allocated to provide  collateral  with respect to amounts
due from  foreign  reinsurers  to prevent a reduction  in  statutory  capital in
certain of our domestic insurance subsidiaries.

10.  Supplemental Financial Statement and Reinsurance Data

Insurance  premiums written and earned in 2003, 2002 and 2001 and life insurance
in-force as of December 31, 2003, 2002 and 2001 are summarized as follows:
<TABLE>
<CAPTION>

   (In millions)                                                  Insurance Premiums Written
                                                         ------------------------------------------
                                                            Property/       Life          Total
                                                            Casualty
                                                         ------------- ------------- --------------
<S>                                                        <C>           <C>           <C>
   2003:
     Direct                                                $   2,971     $       -     $   2,971
     Assumed                                                   5,221         3,367         8,588
     Ceded                                                    (1,432)         (398)       (1,830)
                                                         ------------- ------------- --------------
     Net                                                   $   6,760     $   2,969     $   9,729
                                                         ============= ============= ==============

   2002:
     Direct                                                $   2,687     $      -      $   2,687
     Assumed                                                   5,759         2,574         8,333
     Ceded                                                    (2,675)         (453)       (3,128)
                                                         ------------- ------------- --------------
     Net                                                   $   5,771     $   2,121     $   7,892
                                                         ============= ============= ==============

   2001:
     Direct                                                $   1,857     $       9     $   1,866
     Assumed                                                   6,092         2,408         8,500
     Ceded                                                    (2,398)         (576)       (2,974)
                                                         ------------- ------------- --------------
     Net                                                   $   5,551     $   1,841     $   7,392
                                                         ============= ============= ==============
</TABLE>
                                        42


<PAGE>

                     GE GLOBAL INSURANCE HOLDING CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES

<TABLE>
<CAPTION>

  (In millions)

                                                              Insurance Premiums Earned
                                                         -------------------------------------------------------
                                                           Property/        Life          Total         Life
                                                           Casualty                                    Insurance
                                                         ------------- ------------- --------------    In-Force
<S>                                                        <C>           <C>           <C>          <C>
   2003:
     Direct                                                $   2,755     $       -     $   2,755    $         -
     Assumed                                                   5,486         3,389         8,875        827,533
     Ceded                                                    (1,283)         (346)       (1,629)      (229,997)
                                                         ------------- ------------- -------------- -------------
     Net                                                   $   6,958     $   3,043     $  10,001    $   597,536
                                                         ============= ============= ============== =============

   2002:
     Direct                                                $   2,383     $       -     $   2,383    $        -
     Assumed                                                   5,804         2,641         8,445        917,110
     Ceded                                                    (2,520)         (521)       (3,041)      (288,603)
                                                         ------------- ------------- -------------- -------------
     Net                                                   $   5,667     $   2,120     $   7,787    $   628,507
                                                         ============= ============= ============== =============

   2001:
     Direct                                                $   1,812     $      10     $   1,822    $         -
     Assumed                                                   5,916         2,448         8,364        624,668
     Ceded                                                    (2,426)         (575)       (3,001)      (176,593)
                                                         ------------- ------------- -------------- -------------
     Net                                                   $   5,302     $   1,883     $   7,185    $   448,075
                                                         ============= ============= ============== =============
</TABLE>

Claims,  claim expenses and policy benefits  incurred in 2003, 2002 and 2001 are
summarized as follows:
<TABLE>
<CAPTION>

   (In millions)                                          Property/       Life          Total
                                                          Casualty
                                                         ------------- ------------- --------------
<S>                                                        <C>           <C>           <C>
   2003:
      Direct                                               $   1,709     $       -     $   1,709
      Assumed                                                  4,395         2,772         7,167
      Ceded                                                     (644)         (320)         (964)
                                                         ------------- ------------- --------------
      Net                                                  $   5,460     $   2,452     $   7,912
                                                         ============= ============= ==============

   2002:
      Direct                                               $   1,814     $       -     $   1,814
      Assumed                                                  6,816         2,232         9,048
      Ceded                                                   (1,198)         (382)       (1,580)
                                                         ------------- ------------- --------------
      Net                                                  $   7,432     $   1,850     $   9,282
                                                         ============= ============= ==============

   2001:
      Direct                                               $   2,689     $       -     $   2,689
      Assumed                                                  7,588         2,073         9,661
      Ceded                                                   (4,888)         (487)       (5,375)
                                                         ------------- ------------- --------------
                                                         ------------- ------------- --------------
      Net                                                  $   5,389     $   1,586     $   6,975
                                                         ============= ============= ==============
</TABLE>

The  ceding  of a  portion  of  the  risks  underwritten  by our  insurance  and
reinsurance businesses to other insurers and reinsurers--commonly referred to as
retrocession--is  an integral part of our overall risk management  program.  Our
coordinated retrocession program ranges from the ceding of individual risks that
we are not  prepared  to  accept  in part or whole;  to  portfolio  arrangements
designed to address  concentrations  of  specified  risks above our  agreed-upon
retention thresholds;  to aggregate excess-of-loss treaties principally designed
to reduce company-wide  volatility associated with large unanticipated insurance
events.
                                        43
<PAGE>
                     GE GLOBAL INSURANCE HOLDING CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES

During each of the years in the  three-year  period ended  December 31, 2003, we
entered into aggregate  excess-of-loss  reinsurance  treaties providing coverage
when  company-wide  accident  year  loss  ratios  exceed  the  attachment  point
specified in the respective contracts.  In general, the terms of these aggregate
treaties  require  the  payment of an initial  premium  to our  reinsurers  upon
inception of the contract. On these contracts, we also pay additional contingent
premiums  when we incur  losses that are  subject to recovery  under the treaty.
Alternatively,  certain contracts allow for the required  additional  contingent
premiums to be paid to our reinsurers  (plus  financing  charges) when we settle
the related losses and loss expenses (often many years after the incurred date).
Other  than the  referenced  contingent  premiums  paid or accrued at the time a
claim for recovery is recognized (plus financing  costs, if applicable),  we are
not obligated to pay any  additional  future  premiums  under the terms of these
aggregate treaties.

During 1999 through  2001,  accident  year loss ratios  exceeded the  attachment
point  specified in our  aggregate  excess-of-loss  reinsurance  contracts  and,
accordingly,  we have accrued for the expected recovery on an undiscounted basis
(consistent with our establishment of the related undiscounted  reserves--a GAAP
requirement).  Additionally,  during  2002,  2001 and 2000  the  recognition  of
adverse  development  related to prior year loss events  resulted in  additional
recoveries being accrued under the aggregate contracts. As of December 31, 2002,
the  coverage  under  the  1999,  2000 and  2001  aggregate  contracts  had been
substantially  exhausted.  No claim is currently anticipated with respect to the
2002 or 2003  aggregate  contracts as the accident year losses and loss expenses
recognized  to date  are  less  than  the  attachment  point  specified  in such
contracts.

Our insurance  businesses 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  our  exposure to  significant
losses from  reinsurance  insolvencies,  we  routinely  evaluate  the  financial
condition of our  reinsurers and monitor  concentrations  of credit risk arising
from similar geographic regions,  activities or economic  characteristics of the
reinsurers.  Of the $9.6 billion of  consolidated  reinsurance  recoverables  at
December 31, 2003,  approximately 36% is due from 4 specific  retrocessionaires,
primarily in connection with our aggregate excess of loss retrocession  program.
All of these  retrocessionaires  are large, highly rated reinsurance entities or
members  of  similarly  rated  reinsurance  groups.  At  this  time,  we do  not
anticipate that any  significant  portion of recorded  reinsurance  recoverables
will be uncollectible.

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%. 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  in each of the years  2003,  2002 and 2001.  These  dividends  are
included in the Consolidated  Statement of Earnings as "Minority interest in net
earnings of consolidated subsidiaries."

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 our Board
of Directors, and totaled $7.5 million in each of the years 2003, 2002 and 2001.

In December  2003,  our parent,  GE Capital  Services,  contributed  100% of the
outstanding  stock of Coregis  Group,  Inc.  ("Coregis") to us. We accounted for
Coregis  prospectively,  using the  carrying  values on the books of GE  Capital
Services.  Coregis was not material to our financial  position or operations for
any previous period,  and we therefore did not restate our financial  statements
to reflect the combination before December 2003.

In December 2002, we received a capital contribution from our parent, GE Capital
Services,  totaling $1.8 billion in exchange for the issuance of 600  additional
shares of common stock. This capital  contribution was made to replenish capital
sufficient to cover the after-tax impact of the $2.5 billion charge taken in the
fourth quarter to strengthen prior year claim reserves.
                                        44
<PAGE>
                     GE GLOBAL INSURANCE HOLDING CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES

During  2001,  we received  capital  contributions  from our parent,  GE Capital
Services,  totaling  $580  million-$400  million  in the  form of cash  and $180
million in the form of other assets.  The $400 million capital  contribution was
made to  replenish  capital  sufficient  to  cover  estimated  after-tax  losses
associated with the events of September 11, 2001.

12.   Statutory Accounting Practices

ERC and its U.S.  insurance  company  subsidiaries are domiciled in Missouri and
Kansas,  GE Re is domiciled in Illinois,  Medical  Protective  Company ("Medical
Protective,"  a  subsidiary  of  Medical  Protective  Corporation)  and  Coregis
Insurance  Corporation  ("Coregis," a subsidiary of Coregis Holding Corporation)
are domiciled in Indiana and CORE Insurance Company ("CORE  Insurance," the U.S.
insurance   company   subsidiary   of  CORE)  is  domiciled  in  Vermont.   U.S.
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.  As of December  31, 2003,
there  were  no  significant  permitted  accounting  practices  that  vary  from
prescribed  accounting  practices being utilized by our U.S.  insurance  company
subsidiaries.

Effective January 1, 2001, each of our U.S. domiciliary state regulators adopted
provisions which required that insurance companies prepare their statutory basis
financial  statements in accordance with the revised NAIC  Accounting  Practices
and  Procedures  Manual.  This manual was intended to establish a  comprehensive
basis of statutory  accounting  principles which is recognized and adhered to if
not in conflict with domestic statutes and/or regulations, or when such statutes
or  regulations  are silent.  As a result of adopting  these  revised  statutory
accounting  principles,  aggregate  cumulative  adjustments of $234 million were
recorded  by  ERC,  GE Re and  Medical  Protective  as a  change  in  accounting
principle.  This change resulted in an increase to unassigned funds (surplus) at
January 1, 2001,  primarily  related to the  establishment  of net  deferred tax
assets.

Statutory  surplus  and  net  income  (loss)  for  our  U.S.  insurance  company
subsidiaries are summarized in the following chart. The significant  decrease in
the statutory surplus for the life and annuity  subsidiaries of ERC is primarily
attributable  to 1) the  December  2003  sale  of ERC  Life  and 2) the  related
distribution  of  the  common  stock  of  ERC  Life's  wholly-owned  subsidiary,
Employer's Re Corporation (UK) Limited, to GE Global (see Note 3). Additionally,
as discussed in Note 11, Coregis was contributed to Ge Global in 2003.

<TABLE>
<CAPTION>

   (In millions)                                                December 31,
                                                         ---------------------------
                                                             2003          2002
                                                         ------------- -------------
<S>                                                        <C>           <C>
      Statutory surplus:
      ERC                                                  $   5,119     $   4,432
      Property and casualty subsidiaries of ERC                  384           344
      Life and annuity subsidiaries of ERC                       377         1,170
      Other                                                    1,340         1,038
</TABLE>
As of  December  31,  2003,  in addition  to the  statutory  surplus of our U.S.
domiciled insurance company subsidiaries reflected in the chart above, Employers
Re  Corporation  (UK) Limited  (which  became a direct  subsidiary  of GE Global
Insurance in 2003) had statutory  surplus of approximately  $395 million.  As of
December  31,  2002,  the  surplus of this  entity was  included in the life and
annuity subsidiaries of ERC.

                                        45
<PAGE>

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

   (In millions)                                                  Year ended December 31,
                                                         ------------------------------------------
                                                               2003          2002         2001
                                                         ------------- ------------- --------------
<S>                                                        <C>             <C>            <C>
    Net income (loss):
      ERC                                                  $     793(1)    $ (1,056)(2)  $ (40)
      Property and casualty subsidiaries of ERC                   20            (42)        40
      Life and annuity subsidiaries of ERC                       (33)          (211)       270
      Other                                                       (6)          (315)         3
</TABLE>

1 Adjusted to include $1,548 unrealized gain effect from sale of ERC Life, which
is reported  directly to surplus for statutory  purposes.
2 Adjusted to exclude effect of $1.8 billion intercompany dividend from ERC Life
in 2002.

The payment of stockholder  dividends by U.S.  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 2004 by ERC without prior regulatory approval is
$512 million.  Of this amount,  $88 million is committed to pay dividends on the
preferred  stock  issued by ERC to GE Capital  Corporation.  The maximum  amount
available for the payment of dividends  during 2004 by our other U.S.  domiciled
insurance  subsidiaries,  (primarily  Medical  Protective  Company  and  Coregis
Insurance Company) without prior regulatory approval, is $64 million.

Each of our U.S.  domiciliary  state  regulators  have  adopted the NAIC minimum
risk-based  capital  requirements  which are used by  regulators 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 our U.S.
insurance  company   subsidiaries   exceeded  the  minimum   risk-based  capital
requirements at December 31, 2003.

Our international  insurance  company  businesses  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 our  insurance  company  entities  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.

Effective January 1, 2001, certain of our international  operations (licensed in
the European  Union ("EU")  member  states) were  required to comply with the EU
Directive on Supplementary Supervision of Insurance Undertakings in an Insurance
Group.  This  directive  is  designed to address  solvency  issues for groups of
insurance companies and supplements the solvency tests historically performed on
individual  insurance  companies.  The primary objective of this directive is to
assess the overall capital available to the group,  rather than on an individual
company  basis  and  identify   potential  risks.  At  December  31,  2003,  our
international  insurance  businesses that are subject to the EU Directive are in
compliance with such, on both an individual and group basis.

13.  Contingencies

There are no pending legal  proceedings  beyond the ordinary  course of business
that, in our opinion, based on information available at the date of this report,
would have a material adverse effect on our  consolidated  results of operations
or financial condition, except as noted in the following paragraphs.

As a result of the September 11, 2001 terrorist attack, the World Trade Center
complex in New York City ("WTC") was destroyed. Industrial Risk Insurers
("IRI"), an affiliate of ERC, was one of the primary insurers of the WTC with
                                        46
<PAGE>

                    GE GLOBAL INSURANCE HOLDING CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES

a policy limit of $237 million. The principal lessee of the WTC is alleging that
the  damage to  (i.e.,  the loss of) each of the "twin  towers"  was a  separate
occurrence,  requiring  payment of up to two times the policy limits.  It is the
contention  of all insurers of the WTC that the policies  were written in such a
way that the loss constituted one occurrence. Suit has been filed by the insured
in the United States  District Court in New York seeking a declaratory  judgment
on this  question.  IRI is a  party  to  this  suit,  as are  several  of  ERC's
reinsureds.  Both IRI and ERC have retrocessional  coverage on their exposure to
WTC losses covering a portion of losses incurred. We believe there is compelling
support for the contention that the loss constituted a single  occurrence and we
are  prepared to defend this  position  vigorously.  We have  established  claim
reserves on this basis. In addition,  we have provided  reinsurance  coverage to
various  other primary  insurers of the WTC and if it is  ultimately  determined
that the loss of each of the WTC towers constitutes a separate insured event, we
may incur  some  level of  additional  claims  as a result  of this  reinsurance
coverage.  We believe that our maximum  exposure  resulting  from an unfavorable
outcome to this matter is approximately $300 million.

In February 2004, the first phase of a three-part  trial to determine the amount
of property  insurance  coverage available as a result of the September 11, 2001
terrorist attack on the World Trade Center complex began in New York City. Phase
I of the trial is  limited to the issue of whether  the  parties  agreed to bind
coverage under the policy form originally  provided by the insured's broker. IRI
is clearly  bound under its own policy  language,  and  therefore  IRI is not an
active participant in Phase I. IRI will be actively involved in Phase II (number
of occurrences)  and Phase III (damages).  Resolution of all three phases of the
trial is expected in 2004.

ERC is in dispute with an insured involving approximately  (pound)100 million of
coverage.  To  date,  ERC has made  payments  totaling  approximately  (pound)25
million under a reservation of rights,  but has refused to pay anything further.
ERC is contesting liability based on the manner in which claims are computed and
is  engaged  in  arbitration  to settle the  dispute.  We are in the  process of
discovery with  proceedings  expected to begin in the third quarter of 2004. ERC
has not posted additional reserves to cover amounts not paid to date.

ERC filed suit against a cedant seeking  damages and rescission of a reinsurance
contract  covering  non-standard  auto  insurance  assumed by ERC.  ERC  asserts
several legal theories to support its claims,  including  misrepresentation  and
negligence.  The cedant filed a  counterclaim  asserting  breach of contract and
asserted  that ERC's actions  have,  among other things,  impacted its financial
status.  The cedant alleges the total amount due under the reinsurance  contract
could reach  approximately  $150 million.  The case is in discovery and trial is
expected in late 2004. We intend to pursue this matter vigorously.

In  connection  with the  September  11,  2001  terrorist  attack,  we accrued a
reinsurance  recoverable of approximately  $70 million under an arrangement with
two retrocessionaires. During 2003, the retrocessionaires denied coverage on the
grounds that they interpreted the underlying  contracts to only provide coverage
for natural events. We believe that there is compelling  evidence supporting our
position that such  contracts also extended to certain other than natural events
and,  accordingly,  have not adjusted our recorded reinsurance  recoverable.  We
intend to pursue  either  binding  arbitration  or  litigation  to resolve  this
matter.

14.  Lease and Other Commitments

Our net rental expense under operating  leases totaled $26 million,  $26 million
and  $33  million  for the  years  ended  December  31,  2003,  2002  and  2001,
respectively.

                                        47

<PAGE>

                    GE GLOBAL INSURANCE HOLDING CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES

Following is a summary of the future  minimum  lease  payments  under  operating
leases as of December 31, 2003.
<TABLE>
<CAPTION>

   (In millions)                                          Operating
                                                            Leases
                                                         --------------
<S>                                                        <C>
   2004                                                    $      33
   2005                                                           31
   2006                                                           26
   2007                                                           21
   2008                                                           17
   Thereafter                                                     72
                                                         -------------
   Total                                                   $     200
                                                         =============
</TABLE>

During 2003,  we completed a  sale-leaseback  transaction  involving  two of our
principal headquarters buildings. This transaction generated a $50 million gain,
which was deferred and is being  amortized as an offset to rent expense over the
15 year life of the new operating leases.  These leases are effective January 1,
2004,  and are included in the above table of future  minimum lease  payments as
such leases were committed to in 2003 as part of the  referenced  sale-leaseback
transaction.

In the normal course of business, we make commitments to fund future investments
in certain  venture  capital  partnerships.  Such unfunded  commitments  totaled
approximately  $39  million at December  31, 2003 and are  expected to be funded
over the next 1-5 years.

15.  Derivatives and Other Financial Instruments

Our global  business  activities  routinely deal with  fluctuations  in interest
rates,  currency exchange rates and other asset prices. We apply strict policies
to managing each of these risks,  including prohibitions on derivatives trading,
derivatives  market-making  or  other  speculative  activities.  These  policies
require the use of derivative  instruments  in concert with other  techniques to
reduce or eliminate these risks.

Cash Flow Hedges

Under  SFAS 133,  cash flow  hedges are hedges  that use simple  derivatives  to
offset the variability of expected future cash flows. Variability can arise from
changes in interest rates or currency exchange rates. For example, certain loans
used to finance our foreign operations are denominated in functional  currencies
other  than the U.S.  dollar  reporting  currency.  To  eliminate  the  currency
exposure,  we will  contractually  commit to pay a fixed rate of interest in the
functional  currency to a counterparty  who will pay us a fixed rate of interest
in the reporting  currency (a "currency  swap").  These  currency swaps are then
designated as a cash flow hedge of the  associated  foreign  currency fixed rate
loan.  If, as would be  expected,  the  derivative  is  perfectly  effective  in
offsetting  variability due to changes in currency  exchange rates on the loans,
changes in its fair value are  recorded  in a separate  component  in equity and
released to earnings  contemporaneously  with the earnings effects of the hedged
item.  In 2003 and 2002,  there were no  amounts  excluded  from the  measure of
effectiveness and no earnings effect from ineffectiveness of cash flow hedges.

At December 31, 2003,  amounts  related to  derivatives  qualifying as cash flow
hedges amounted to a decrease in equity of $4 million,  of which $1.4 million is
expected to be transferred to earnings in 2004. In 2003 and 2002,  there were no
forecasted transactions that failed to occur.

Net Investment Hedges

The net  investment  hedge  designation  under  SFAS  133  refers  to the use of
derivative  contracts or cash instruments to hedge the foreign currency exposure
of a net  investment in a foreign  operation.  We  principally  manage  currency
exposures  that result from net  investments  in  affiliates  by funding  assets
denominated  in local currency with debt
                                        48
<PAGE>

                    GE GLOBAL INSURANCE HOLDING CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES

denominated in that same currency. In certain circumstances,  such exposures are
managed  using  currency  forwards and,  until the first quarter of 2001,  cross
currency swaps.

Derivatives Not Designated as Hedges

We must meet specific criteria in order to apply any of the three forms of hedge
accounting. For example, hedge accounting is not permitted for hedged items that
are marked to market through  earnings.  We use  derivatives to hedge  exposures
when it makes  economic  sense to do so,  including  circumstances  in which the
hedging relationship does not qualify for hedge accounting.  Derivatives that do
not qualify for hedge accounting are marked to market through earnings.

We use option  contracts,  including  caps,  floors and collars,  as an economic
hedge of changes in interest rates, currency exchange rates and equity prices on
certain  types  of  assets  and  liabilities.  Although  these  instruments  are
considered to be derivatives, their reconomic risk is similar to, and managed on
the same basis, as other equity instruments that we hold.

Fair Value of Derivatives

At December  31,  2003,  the fair value of  derivatives  in a gain  position and
recorded in "other  assets" was $14 million and the fair value of derivatives in
a loss position and recorded in "other liabilities" was $24 million.

Counterparty Credit Risk

The risk that counterparties to derivative  contracts will be financially unable
to make payments to us according to the terms of the agreements is  counterparty
credit  risk.  We  are  exposed  to  credit-related   losses  in  the  event  of
non-performance by the counterparties to various contracts, but we do not expect
the  counterparties to fail to meet their obligations due to rigid  counterparty
credit exposure policies employed.

Financial Instruments

Assets  and  liabilities  that  are  reflected  in  the  accompanying  financial
statements 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;
such items include  investments,  cash,  amounts due from or to related parties,
accrued investment income, separate accounts, other receivables and payables and
beginning in 2001, derivative financial  instruments.  Apart from certain of our
borrowings and marketable securities, few of the instruments discussed below are
actively  traded and their fair values must often be  determined  using  models.
Although we have made every effort to develop the fairest representation of fair
values for this  section,  it would be unusual if the estimates  could  actually
have  been   realized  at  December   31,  2003  or  2002.   Other   assets  and
liabilities--those not carried at fair value--are discussed below.

Borrowings - Based on discounted cash flows using current market rates which are
comparable to market quotes.

Investment  Contracts - 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.

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.

                                        49
<PAGE>

                    GE GLOBAL INSURANCE HOLDING CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES

<TABLE>
<CAPTION>

   (In millions)                     December 31, 2003                            December 31, 2002
                          -----------------------------------------    -----------------------------------------
                                     Assets (Liabilities)                         Assets (Liabilities)
                                 -------------------------------            -------------------------------

                          Notional  Carrying     Estimated Fair        Notional     Carrying     Estimated Fair
                          Amount    Amount           Value              Amount      Amount         Value
                          --------------------------------------------------------------------------------------
<S>                         <C>      <C>          <C>                <C>            <C>           <C>
   Assets:
      Other cash financial
        instruments            (a)   $    58      $    58               (a)         $   131       $   131

   Liabilities:
      Borrowings (b)           (a)    (1,656)      (1,886)              (a)          (1,656)       (1,810)
      Investment                                                        (a)          (1,746)       (1,822)
      contracts                (a)    (1,506)      (1,510)
      Financial guaranty
        reinsurance        $ 1,190        (7)          (7)          $ 1,635             (17)          (17)
</TABLE>

(a)  These financial instruments do not have notional amounts.
(b)  See Note 9.

16.  Segment Information

We conduct  our  operations  principally  through  the  following  two  business
segments:

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

Our  domestic   property/casualty   operations   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,  we provide  insurance and  reinsurance for the healthcare
industry,  conduct  excess  and  surplus  lines and direct  specialty  insurance
business and participate in financially oriented reinsurance treaties.

International  property/casualty  operations are conducted  through a network of
businesses  and  branch  offices  located   throughout  the  world  and  include
reinsurance of property/casualty business in those countries and elsewhere.

Life Reinsurance Segment (Life)

Our domestic and international life operations  include  reinsurance of life and
health insurance and annuity products and participation in financially  oriented
reinsurance  treaties.  The international  life operations are conducted through
businesses and branch offices as detailed above and include  reinsurance of life
business in those countries and elsewhere.

In the fourth  quarter of 2003,  we announced  our intent to cease  underwriting
U.S.  mortality  business  and all life and health  business  in  Canada,  Latin
America and the Asia Pacific  region in order to focus on lines of business that
we believe offer the potential for higher investment  returns.  In addition,  in
December of 2003, we completed a transaction involving the sale of ERC Life--one
of our  domestic  operating  reinsurance  entities  within our Life  Segment--to
Scottish Re Holdings.  Due to the timing of these  actions,  they did not have a
significant impact on 2003 operating results.

                                        50
<PAGE>
                    GE GLOBAL INSURANCE HOLDING CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES
<TABLE>
<CAPTION>

Our industry segment activity is summarized as follows:

                                                                 2003 - Industry Segments
                                                         ------------------------------------------
   (In millions)                                          Property/        Life          Total
                                                           Casualty
                                                         ------------- ------------- --------------
<S>                                                        <C>           <C>           <C>
   Net premiums written                                    $   6,760     $   2,969     $   9,729
                                                         ============= ============= ==============

   Net premiums earned                                     $   6,958     $   3,043     $  10,001
   Net investment income                                         788           415         1,203
   Net realized gains on investments                             198            26           224
   Other revenues                                                108            85           193
                                                         ------------- ------------- --------------
   Total revenues                                              8,052         3,569        11,621
                                                         ------------- ------------- --------------

   Claims, claim expenses and policy benefits                  5,460         2,452         7,912
   Insurance acquisition costs                                 1,387           716         2,103
   Other operating costs and expenses                            692           359         1,051
                                                         ------------- ------------- --------------
   Total costs and expenses                                    7,539         3,527        11,066
                                                         ------------- ------------- --------------

   Earnings before income taxes                            $     513     $      42     $     555
                                                         ============= ============= ==============

   Total assets at December 31                             $  40,440     $  12,102     $  52,542
                                                         ============= ============= ==============
</TABLE>

<TABLE>
<CAPTION>

   (In millions)                                                   2002 - Industry Segments
                                                         ------------------------------------------
                                                            Property/
                                                            Casualty        Life          Total

<S>                                                        <C>           <C>           <C>
   Net premiums written                                    $   5,771     $   2,121     $   7,892
                                                         ============= ============= ==============

   Net premiums earned                                     $   5,667     $   2,120     $   7,787
   Net investment income                                         680           392         1,072
   Net realized gains on investments                             234             7           241
   Other revenues                                                 53           123           176
                                                         ------------- ------------- --------------
   Total revenues                                              6,634         2,642         9,276
                                                         ------------- ------------- --------------

   Claims, claim expenses and policy benefits                  7,432         1,850         9,282
   Insurance acquisition costs                                 1,412           455         1,867
   Other operating costs and expenses                            643           239           882
                                                         ------------- ------------- --------------
   Total costs and expenses                                    9,487         2,544        12,031
                                                         ------------- ------------- --------------

   Earnings (loss) before income taxes                     $  (2,853)    $      98     $  (2,755)
                                                         ============= ============= ==============

   Total assets at December 31                             $  38,405     $  13,381     $  51,786
                                                         ============= ============= ==============
</TABLE>

                                        51

<PAGE>

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

   (In millions)                                                   2001 - Industry Segments
                                                         ------------------------------------------
                                                            Property/
                                                            Casualty        Life          Total

<S>                                                        <C>           <C>           <C>
   Net premiums written                                    $   5,551     $   1,841     $   7,392
                                                         ============= ============= ==============

   Net premiums earned                                     $   5,302     $   1,883     $   7,185
   Net investment income                                         833           369         1,202
   Net realized gains on investments                             380            56           436
   Other revenues                                                210           158           368
                                                         ------------- ------------- --------------
   Total revenues                                              6,725         2,466         9,191
                                                         ------------- ------------- --------------

   Claims, claim expenses and policy benefits                  5,389         1,586         6,975
   Insurance acquisition costs                                 1,397           433         1,830
   Other operating costs and expenses                            665           187           852
                                                         ------------- ------------- --------------
   Total costs and expenses                                    7,451         2,206         9,657
                                                         ------------- ------------- --------------

   Earnings (loss) before income taxes and cumulative
     effect of change in accounting principle              $    (726)    $     260     $    (466)
                                                         ============= ============= ==============

   Total assets at December 31                             $  33,611     $  11,507     $  45,118
                                                         ============= ============= ==============
</TABLE>

Our  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 companies  located outside the United States,  predominantly
in Europe.
<TABLE>
<CAPTION>

   (In millions)                                                      Geographic Area
                                                         ------------------------------------------
                                                           Domestic    Inter-national    Total
                                                         ------------- ------------- --------------
<S>                                                        <C>           <C>           <C>
   2003:
     Revenues                                              $   6,758     $   4,863     $  11,621
     Earnings (loss) before income taxes                        (116)          671           555
     Identifiable assets at December 31                       31,892        20,650        52,542

   2002:
      Revenues                                             $   5,994     $   3,282     $   9,276
      Loss before income taxes                                (2,115)         (640)
                                                                                     (2,755)
      Identifiable assets at December 31                      29,958        21,828        51,786

   2001:
     Revenues                                              $   5,829     $   3,362     $   9,191
     Earnings (loss) before income taxes and
        cumulative effect of change in accounting
        principle                                               (468)            2          (466)
     Identifiable assets at December 31                       27,489        17,629        45,118

</TABLE>
                                52


<PAGE>
                    GE GLOBAL INSURANCE HOLDING CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES

17.  Unaudited Quarterly Financial Data

Our quarterly  financial  results and other data in 2003 and 2002 are summarized
as follows:
<TABLE>
<CAPTION>

   (In millions)                                                        Year ended December 31, 2003
                                                         --------------------------------------------------------
                                                              First        Second         Third         Fourth
                                                             Quarter       Quarter       Quarter        Quarter
                                                         ------------- ------------- -------------- -------------
<S>                                                        <C>           <C>           <C>            <C>
   Net premiums earned                                     $   2,364     $   2,646     $   2,477      $   2,514
   Net investment income                                         296           287           311            309
   Total costs and expenses                                    2,510         2,890         2,694          2,972
   Net earnings                                                  134           123           150            249

                                                                        Year ended December 31, 2002
                                                         --------------------------------------------------------
                                                              First        Second         Third         Fourth
                                                             Quarter       Quarter       Quarter        Quarter
                                                         ------------- ------------- -------------- -------------

   Net premiums earned                                     $   1,991     $   1,719     $   2,116      $   1,961
   Net investment income                                         271           272           272            257
   Total costs and expenses                                    2,246         2,367         2,781          4,637
   Net earnings (loss)                                            85          (217)         (123)        (1,478)

</TABLE>

                                        53

<PAGE>



















                          Financial Statement Schedules







                                        54

<PAGE>
                                                                     Schedule II

                    GE GLOBAL INSURANCE HOLDING CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES

                  Condensed Financial Information of Registrant
                                (Parent Company)

                              Statement of Earnings
<TABLE>
<CAPTION>

(In millions)                                                               Year ended December 31,
                                                                    ------------- ------------- -------------
                                                                        2003          2002          2001
                                                                    ------------- ------------- -------------
<S>                                                                 <C>           <C>            <C>
Revenues
Net investment income                                               $         8   $        11    $       12
Equity in undistributed earnings (losses)                                   797        (1,879)         (239)
Dividends from subsidiaries                                                   -                         136
                                                                                  253
Other income                                                                 42            26            21
                                                                    ------------- ------------- -------------
Total revenues                                                              847        (1,589)          (70)
                                                                    ------------- ------------- -------------

Costs and Expenses
Interest expense                                                            124           125           127
Other operating costs and expenses                                           88            75            52
                                                                    ------------- ------------- -------------
Total costs and expenses                                                    212                         179
                                                                                   200
                                                                   ------------- ------------- -------------

Earnings (loss) before income taxes                                         635        (1,789)         (249)

Income tax benefit                                                           21            56            54
                                                                    ------------- ------------- -------------

Net earnings (loss)                                                   $     656     $  (1,733)    $    (195)
                                                                    ============= ============= =============
</TABLE>

See Notes to Condensed Financial Information of Registrant.

                                        55

<PAGE>
                                                                     Schedule II

                    GE GLOBAL INSURANCE HOLDING CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES

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

                         Statement of Financial Position
<TABLE>
<CAPTION>

(In millions)                                                                            December 31,
                                                                                  ------------- -------------
                                                                                     2003           2002
                                                                                  ------------- -------------
<S>                                                                                 <C>           <C>
Assets
Cash                                                                                $       -     $      14
Investment in consolidated subsidiaries                                                 9,770         8,178
Short-term investments, at amortized cost                                                   -           166
Indebtedness of related parties                                                           118           215
Other assets                                                                              195            24
                                                                                  ------------- -------------

Total assets                                                                        $  10,083     $   8,597
                                                                                  ============= =============

Liabilities and equity
Other liabilities                                                                   $     223     $      87
Long-term borrowings                                                                    1,656         1,656
Indebtedness to related parties                                                           261           190
                                                                                  ------------- -------------
   Total liabilities                                                                    2,140         1,933
                                                                                  ------------- -------------

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 - 1,600
   shares                                                                                   8             8
Paid-in capital                                                                         3,557         3,222
Retained earnings                                                                       3,911         3,262
Accumulated unrealized gains on investment securities (a)                                 263           149
Accumulated foreign currency translation adjustments (a)                                   57          (138)
Additional minimum pension liability (a)                                                  (10)            -
Derivatives qualifying as hedges (a)                                                        7            11
                                                                                  ------------- -------------
   Total stockholder's equity                                                           7,943         6,664


Total liabilities and equity                                                        $  10,083     $   8,597
                                                                                  ============= =============
</TABLE>

(a)  The  sum  of  accumulated   unrealized  gains  on  investment   securities,
     accumulated foreign currency  translation  adjustments,  additional minimum
     pension  liability  and  derivatives   qualifying  as  hedges   constitutes
     "Accumulated  nonowner  changes  other  than  earnings,"  as  shown  in the
     Consolidated  Statement of Stockholder's  Equity,  and was $317 million and
     $22 million at year-end 2003 and 2002, respectively.

See Notes to Condensed Financial Information of Registrant.

                                        56
<PAGE>
                                                                     Schedule II

                    GE GLOBAL INSURANCE HOLDING CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES

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

<TABLE>
<CAPTION>
                             Statement of Cash Flows

(In millions)                                                               Year ended December 31,
                                                                    -----------------------------------------
                                                                        2003          2002          2001
                                                                    ------------- ------------- -------------
<S>                                                                   <C>           <C>           <C>
Cash Flows From Operating Activities
Net earnings (loss)                                                   $     656     $  (1,733)    $    (195)
Adjustments to reconcile net earnings (loss) to cash
   from (used for) operating activities:
     Equity in undistributed earnings                                      (797)        1,879           239
     Other, net                                                             (97)            6           (12)
                                                                    ------------- ------------- -------------
   Cash from (used for) operating activities                               (238)          152            32
                                                                   ------------- ------------- -------------


Cash Flows From Investing Activities
Fixed maturity securities available-for-sale:
     Purchases                                                                -             -           (46)
     Sales                                                                    -             5            33
Net (purchases) sales of short-term investments                             166          (154)           77
Capital contribution to subsidiary                                            -           (80)            -
Investments in consolidated subsidiaries                                      -             -          (440)
Other investing activities                                                   (5)           (8)            -
                                                                    ------------- ------------- -------------
   Cash from (used for) investing activities                                161          (237)         (376)
                                                                    ------------- ------------- -------------

Cash Flows From Financing Activities
Proceeds from related party borrowings                                      150            82             -
Payments on related party borrowings                                        (80)            -           (26)
Capital contributions received                                                -             -           400
Dividends paid                                                               (7)           (7)           (7)
                                                                    ------------- ------------- -------------
   Cash from financing activities                                            63            75           367
                                                                    ------------- ------------- -------------

Increase (decrease) in cash                                                 (14)          (10)           23
Cash at beginning of year                                                    14            24             1
                                                                    ------------- ------------- -------------
Cash at end of year                                                           -     $      14     $      24
                                                                    ============= ============= =============
</TABLE>


See Notes to Condensed Financial Information of Registrant.

                                        57

<PAGE>
                                                                     Schedule II

                    GE GLOBAL INSURANCE HOLDING CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES


             Notes to Condensed Financial Information of Registrant
                                (Parent Company)


1.   Basis of Presentation

GE Global Insurance Holding Corporation ("GE Global Insurance") is principally a
holding company, with its primary assets being its 100% investment in the common
stock of the  following  insurance-related  entities:  1) Employers  Reinsurance
Corporation, a Missouri-domiciled  property and casualty reinsurance company, 2)
GE  Reinsurance  Corporation,   an  Illinois-domiciled   property  and  casualty
reinsurance  company  principally  doing  business  through  intermediaries,  3)
Medical Protective Corporation,  an Indiana-domiciled insurance holding company,
4) CORE Insurance Holdings,  a  Delaware-domiciled  reinsurance holding company,
whose underlying  reinsurance operations are in run-off, 5) Coregis Group, Inc.,
an  Indiana-domiciled  insurance holding company and 6) Employers Re Corporation
(U.K.)  Life,  a  U.K.-domiciled   insurance   holding  company.   These  direct
subsidiaries,  in turn,  own 100% of the common stock of various other  property
and casualty insurance/reinsurance and life reinsurance companies.

GE Global Insurance is included in the consolidated federal income tax return of
GE Company.  The provision for estimated taxes payable includes the effect of GE
Global Insurance on the consolidated return.

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
$35 million, $253 million and $136 million in 2003, 2002 and 2001 respectively.

                                        58
<PAGE>


                                                                    Schedule III

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

                       Supplementary Insurance Information

    Column A                    Column B          Column C            Column D       Column E           Column F

   -------------------------- ------------------ ----------------- ----------------- ---------------- -----------------
                                                Claims and
                                Deferred      Claim Expenses
                                Insurance        and Future
                               Acquisition     Policy Benefit       Unearned        Accumulated      Net Premiums
(In millions)                     Costs           Reserves          Premiums      Contract Values       Earned
                             ---------------- ----------------- ----------------- ---------------- -----------------
<S>                             <C>              <C>               <C>               <C>              <C>
December 31, 2003:
   Property/Casualty            $       425      $    24,219       $     3,093       $        -       $     6,958
   Life                               1,489            4,905               145             2,460            3,043
                             ---------------- ----------------- ----------------- ---------------- -----------------
   Total                        $     1,914      $    29,124       $     3,238       $     2,460      $    10,001
                             ================ ================= ================= ================ =================

December 31, 2002:
   Property/Casualty            $       493      $    23,839       $     3,038       $         -       $    5,667
   Life                               1,389            5,170               193             2,826            2,120
                             ---------------- ----------------- ----------------- ---------------- -----------------
   Total                        $     1,882      $    29,009       $     3,231       $     2,826        $   7,787

                             ================ ================= ================= ================ =================

December 31, 2001:
   Property/Casualty            $       504      $    20,882        $    2,598       $         -      $     5,302
   Life                               1,111            4,116               165             2,909            1,883
                             ---------------- ----------------- ----------------- ---------------- -----------------
   Total                        $     1,615      $    24,998        $    2,763       $     2,909      $     7,185

                             ================ ================= ================= ================ =================
</TABLE>

<TABLE>
<CAPTION>


                                Column G          Column H          Column I         Column J          Column K

  --------------------------  ---------------- ----------------- ----------------- ---------------- -----------------
                             Net Investment    Claims, Claim    Amortization of
                                                                    Deferred           Other
                                                Expenses and       Insurance         Operating
                                              Policy Benefits     Acquisition        Costs and       Net Premiums
                                 Income           Incurred           Costs           Expenses          Written
                             ---------------- ----------------- ----------------- ---------------- -----------------
<S>                             <C>              <C>               <C>               <C>              <C>
December 31, 2003:
   Property/Casualty            $       788      $     5,460       $     1,387       $       692      $     6,760
   Life                                 415            2,452               716               359
                             ---------------- ----------------- ----------------- ----------------
   Total                        $     1,203      $     7,912       $     2,103       $     1,051
                             ================ ================= ================= ================

December 31, 2002:
   Property/Casualty            $       680      $     7,432       $     1,412       $       643      $     5,771
   Life                                 392            1,850               455               239
                             ---------------- ----------------- ----------------- ----------------
   Total                        $     1,072      $     9,282       $     1,867       $       882
                             ================ ================= ================= ================


December 31, 2001:                                                                             $
   Property/Casualty            $       833      $     5,389       $     1,397    665                 $     5,551
   Life                                 369            1,586               433               187
                             ---------------- ----------------- ----------------- ----------------
   Total                        $     1,202      $     6,975       $     1,830       $       852
                             ================ ================= ================= ================
</TABLE>
                                        59

<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.



                                  GE GLOBAL INSURANCE HOLDING CORPORATION

March 1, 2004                     By:      /s/ Marc A. Meiches
                                              -----------
                                               Marc A. Meiches
                               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.

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


 /s/ RONALD R. PRESSMAN    President, Chief Executive         March 1, 2004
                                Officer and Director
-----------------------   (Principal Executive Officer)
     Ronald R. Pressman


/s/ MARC A. MEICHES        Senior Vice President, Chief       March 1, 2004
-----------------------      Financial Officer and Director
     Marc A. Meiches      (Principal Financial Officer)


/s/ DENNIS D. DAMMERMAN          Chairman                     March 1, 2004
----------------------
   Dennis D. Dammerman


/s/ JAMES A. PARKE               Director                     March 1, 2004
----------------------
   James A. Parke


/s/ WILLIAM J. STEILEN     Vice President and Controller      March 1, 2004
----------------------
 William J. Steilen       (Principal Accounting Officer)

                                        60
<PAGE>