1 As filed with the Securities and Exchange Commission on 31 July 1998 Registration No. 333-53477 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Pre-Effective Amendment No. 1 to FORM S-6 FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN (Exact Name of Registrant) GENERAL AMERICAN LIFE INSURANCE COMPANY 700 Market Street St. Louis, MO 63101 (Name and Address of principal executive office of depositor) Matthew P. McCauley, Esquire General American Life Insurance Company 700 Market Street St. Louis, MO 63101 (Name and Address of Agent for Service of Process) Approximate date of proposed public offering: as soon as practical after the effective date of this Registration Statement. Securities Being Offered: The variable portion on flexible premium variable life insurance contracts. No filing fee is due because an indefinite number of the securities being offered will be registered under the Securities Act of 1933 in reliance upon Section 24(f) of the Investment Company Act of 1940. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall become effective in accordance with Section 8(a) of the Securities Act of 1933 or on such date as the Commission, acting pursuant to said Section 8(a), may determine that the Registration Statement shall become effective. 2 RECONCILIATION AND TIE BETWEEN ITEMS IN FORM N-8B-2 AND THE PROSPECTUS Item No. of Form N-8B-2 Caption in Prospectus ----------- --------------------- 1. Cover Page 2. Cover Page 3. Not Applicable 4. Distribution of the Policies 5. The Company and the Separate Account 6. The Separate Account 7. Not Required 8. Not Required 9. Legal Proceedings 10. Summary; Policy Benefits; Policy Rights; Charges and Deductions; General Matters; Voting Rights 11. Summary; General American Capital Company American Century Variable Portfolios/J.P. Morgan Series Trust II/Variable Insurance Products Fund/Variable Insurance Products Fund II/VanEck Worldwide Insurance Trust 12. Summary; The Company and the Separate Account 13. Summary; Charges and Deductions 14. Summary; Payment and Allocation of Premiums 15. Payment and Allocation of Premiums 16. Payment and Allocation of Premiums 17. Summary; Policy Rights; Payment and Allocation of Premiums; Charges and Deductions 18. Payment and Allocation of Premiums 19. General Matters; Voting Rights 20. Not Applicable 21. Policy Rights; General Matters 22. Not Applicable 23. Safekeeping of the Separate Account's Assets 24. General Matters 25. The Company and the Separate Account 26. Not Applicable i 3 Item No. of Form N-8B-2 Caption in Prospectus ----------- --------------------- 27. The Company and the Separate Account 28. Management of the Company 29. The Company and the Separate Account 30. Not Applicable 31. Not Applicable 32. Not Applicable 33. Not Applicable 34. Not Applicable 35. The Company and the Separate Account 36. Not Required 37. Not Applicable 38. Summary; Distribution of the Policies 39. Summary; Distribution of the Policies 40. Distribution of the Policies 41.(a) The Company and the Separate Account; Distribution of the Policies (b) Not required (c) Not required 42. Not Applicable 43. Not Applicable 44. Payment and Allocation of Premiums 45. Not Applicable 46. Policy Rights 47. Payment and Allocation of Premiums 48. Not Applicable 49. Not Applicable 50. The Separate Account 51. Cover Page; Summary; Policy Benefits; Policy Rights; Payment and Allocation of Premiums 52. The Company and the Separate Account 53. Federal Tax Matters 54. Not Applicable 55. Not Applicable 56. Not Required 57. Not Required 58. Not Required 59. Not Required - ii - 4 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY ISSUED BY GENERAL AMERICAN LIFE INSURANCE COMPANY 700 Market Street St. Louis, MO 63101 (314) 231-1700 This Prospectus describes an individual flexible premium variable life insurance Policy ("the Policy") offered by General American Life Insurance Company ("General American" or "the Company"). The Policy is designed to provide lifetime insurance protection and at the same time provide maximum flexibility to vary premium payments and change the level of death benefits payable under the Policy. This flexibility allows an Owner to provide for changing insurance needs under a single insurance policy. An Owner also has the opportunity to allocate Net Premiums among several investment portfolios with different investment objectives. The Policy provides for: (1) a Cash Surrender Value that can be obtained by surrendering the Policy; (2) Policy Loans; and (3) a death benefit payable at the Insured's death. As long as a Policy remains in force before the Insured's Attained Age 100, the death benefit will not be less than the current Face Amount of the Policy. A Policy will remain in force so long as its Cash Surrender Value is sufficient to pay certain monthly charges imposed in connection with the Policy. After the end of the "Right to Examine Policy" period, Net Premiums may be allocated to one or more of the Divisions of General American Separate Account Eleven ("the Separate Account") or in certain contracts to General American's General Account. If Net Premiums are allocated to the Separate Account, the amount of the Cash Value will vary to reflect the investment performance of the investment Divisions selected by the Owner, the Policy may lapse, and, depending on the death benefit option elected, the amount of the death benefit above the minimum may also vary with that investment performance. The Owner bears the entire investment risk for all amounts allocated to the Separate Account; there is no minimum guaranteed Cash Value. Divisions of the Separate Account invest in corresponding Funds from the following open-end, diversified management investment companies: General American Capital Company, Russell Insurance Funds, American Century Variable Portfolios, J.P. Morgan Series Trust II, Variable Insurance Products Fund, Variable Insurance Products Fund II, and Van Eck Worldwide Insurance Trust. Funds offered from General American Capital Company include the S & P 500 Index Fund, the Money Market Fund, the Bond Index Fund, the Managed Equity Fund, the Asset Allocation Fund, the International Index Fund, the Mid-Cap Equity Fund, and the Small-Cap Equity Fund. Funds offered from Russell Insurance Funds include the Multi-Style Equity Fund, the Aggressive Equity Fund, the Non-U.S. Fund, and the Core Bond Fund. Funds offered from American Century Variable Portfolios include the Income & Growth Fund, the International Fund, and the Value Fund. Funds offered from J.P. Morgan Series Trust II include the Bond Portfolio and the Small Company Portfolio. Funds offered from Variable Insurance Products Fund include the Equity-Income Portfolio, the Growth Portfolio, the High Income Portfolio, and the Overseas Portfolio. The Fund offered from Variable Insurance Products Fund II is the Asset Manager Portfolio. The Funds offered from Van Eck Worldwide Insurance Trust are the Worldwide Hard Assets Fund and the Worldwide Emerging Markets Fund. A full description of the Funds, including the investment policies, restrictions, risks, and charges is contained in the Prospectus of each Fund. It may not be advantageous to purchase a Policy as a replacement for another type of life insurance or as a means to obtain additional insurance protection if the purchaser already owns another flexible premium variable life insurance policy. This Prospectus must be accompanied by current Prospectuses for each Fund. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. Please read this Prospectus carefully and retain it for future reference. The date of this Prospectus is July 1, 1998. The Policies are not available in all states. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT BE LAWFULLY MADE. NO DEALER, SALESMAN, OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON. 5 TABLE OF CONTENTS Page Definitions 1 Summary 2 The Company and the Separate Account 8 The Company The Separate Account General American Capital Company Russell Insurance Funds American Century Variable Portfolios J.P. Morgan Series Trust II Variable Insurance Products Fund Variable Insurance Products Fund II Van Eck Worldwide Insurance Trust Addition, Deletion, or Substitution of Investments 12 Policy Benefits 12 Death Benefit Cash Value Policy Rights 16 Loans Surrender, Partial Withdrawals and Pro Rate Surrender Transfers Portfolio Rebalancing Dollar Cost Averaging Right to Examine Policy Death Benefit at Attained Age 100 Payment and Allocation of Premiums 21 Issuance of a Policy Premiums Allocation of Net Premiums and Cash Value Policy Lapse and Reinstatement Charges and Deductions 24 Premium Expense Charges Monthly Deduction Contingent Deferred Sales Charge Separate Account Charges Dividends 27 The General Account 27 General Matters 29 Distribution of the Policies 32 Federal Tax Matters 32 Unisex Requirements Under Montana Law 36 Safekeeping of the Separate Account's Assets 36 Voting Rights 36 State Regulation of the Company 37 Management of the Company 38 Legal Matters 40 Legal Proceedings 41 Experts 41 Additional Information 41 Financial Statements 41 Appendix A - Illustration of Death Benefits and Cash Values 43 6 DEFINITIONS Attained Age - The Issue Age of the Insured plus the number of completed Policy Years. Beneficiary - The person(s) named in the application or by later designation to receive Policy proceeds in the event of the Insured's death. A Beneficiary may be changed as set forth in the Policy and this Prospectus. Cash Value - The total amount that a Policy provides for investment at any time. It is equal to the total of the amounts credited to the Owner in the Separate Account and the General Account, including the Loan Account. Cash Surrender Value - The Cash Value of a Policy on the date of surrender, less any Indebtedness, and less any surrender charges. Division - A subaccount of the Separate Account. Each Division invests exclusively in the shares of a corresponding Fund of either General American Capital Company, Russell Insurance Funds, American Century Variable Portfolios, J.P. Morgan Series Trust II, Variable Insurance Products Fund, Variable Insurance Products Fund II, or Van Eck Worldwide Insurance Trust. Effective Date - The date as of which insurance coverage begins under a policy. Face Amount - The minimum death benefit under the Policy so long as the Policy remains in force. Fund - A separate investment Portfolio of either General American Capital Company, Russell Insurance Funds, American Century Variable Portfolios, J.P. Morgan Series Trust II, Variable Insurance Products Fund, Variable Insurance Products Fund II, or Van Eck Worldwide Insurance Trust. Although sometimes referred to elsewhere as "Portfolios," they are referred to herein as "Funds," except where "Portfolio" is part of their name. General Account -The assets of the Company other than those allocated to the Separate Account or any other separate account. The Loan Account is part of the General Account. Home Office - The service office of General American Life Insurance Company, the mailing address of which is P.O. Box 14490, St. Louis, Missouri 63178. Indebtedness - The sum of all unpaid Policy Loans and accrued interest on loans. Insured - The person whose life is insured under the Policy. Investment Start Date - The date the initial premium is applied to the General Account and/or the Divisions of the Separate Account. This date is the later of the Issue Date or the date the initial premium is received at General American's Home Office. Issue Age - The Insured's age at his or her nearest birthday as of the date the Policy is issued. Issue Date - The date from which Policy Anniversaries, Policy Years, and Policy Months are measured. Loan Account - The account of the Company to which amounts securing Policy Loans are allocated. The Loan Account is part of General American's General Account. Loan Subaccount - A Loan Subaccount exists for the General Account and for each Division of the Separate Account. Any Cash Value transferred to the Loan Account will be allocated to the appropriate Loan Subaccount to reflect the origin of the Cash Value. At any point in time, the Loan Account will equal the sum of all the Loan Subaccounts. Monthly Anniversary - The same date in each succeeding month as the Issue Date except that whenever the Monthly Anniversary falls on a date other than a Valuation Date, the Monthly Anniversary will be deemed the next Valuation Date. If any Monthly Anniversary would be the 29th, 30th, or 31st day of a month that does not have that number of days, then the Monthly Anniversary will be the last day of that month. Net Premium - The premium less the premium expense charges (consisting of the sales charge and the premium tax charge). Owner - The Owner of a Policy, as designated in the application or as subsequently changed. Policy - The flexible premium variable life insurance Policy offered by the Company and described in this Prospectus. Policy Anniversary - The same date each year as the Issue Date. Policy Month - A month beginning on the Monthly Anniversary. Policy Year - A period beginning on a Policy Anniversary and ending on the day immediately preceding the next Policy Anniversary. 1 7 Portfolio - see Fund. Pro-Rata Surrender - A requested reduction of both the Face Amount and the Cash Value by a given percentage. SEC - The United States Securities and Exchange Commission. Separate Account - General American Separate Account Eleven, a separate investment account established by the Company to receive and invest the Net Premiums paid under the Policy, and certain other variable life policies, and allocated by the Owner to provide variable benefits. Target Premium - A premium calculated when a Policy is issued, based on the Insured's age, sex (except in unisex policies) and risk class. The target premium is used to calculate the first year's premium expense charge, the contingent deferred sales charge, and agent compensation under the Policy. (See Charges and Deductions.) Valuation Date - Each day that the New York Stock Exchange is open for trading and the Company is open for business. The Company is not open for business the day after Thanksgiving. Valuation Period - The period between two successive Valuation Dates, commencing at 4:00 p.m. (Eastern Standard Time) on a Valuation Date and ending 4:00 p.m. on the next succeeding Valuation Date. SUMMARY The following summary of Prospectus information should be read in conjunction with the detailed information appearing elsewhere in this Prospectus. Unless otherwise indicated, the description of the Policies contained in this Prospectus assumes that a Policy is in force and that there is no outstanding Indebtedness. The Policy. Under the flexible premium variable life insurance Policy described in this Prospectus, the Owner may, subject to certain limitations, make premium payments in any amount and at any frequency. The Policy is a life insurance contract with death benefits, Cash Value, surrender rights, Policy Loan privileges, and other features traditionally associated with life insurance. It is a "flexible premium" Policy because, unlike traditional insurance policies, there is no fixed schedule for premium payments. Although the Owner may establish a schedule of premium payments ("planned premium payments"), failure to make the planned premium payments will not necessarily cause a Policy to lapse nor will making the planned premium payments guarantee that a Policy will remain in force. Thus, an Owner may, but is not required to, pay additional premiums. This flexibility permits an Owner to provide for changing insurance needs within a single insurance policy. The Policy is a "variable" Policy because, unlike the fixed benefits under an ordinary life insurance contract, to the extent that Net Premiums are allocated to the Separate Account, the Cash Value and, under certain circumstances, the death benefit under a Policy may increase or decrease depending upon the investment performance of the Divisions of the Separate Account to which the Owner has allocated Net Premium payments. However, so long as a Policy's Cash Surrender Value continues to be sufficient to pay the monthly deductions, an Owner is guaranteed a minimum death benefit equal to the Face Amount of his or her Policy, less any outstanding Indebtedness. A Policy will lapse (and terminate without value) when the Cash Surrender Value is insufficient to pay the next monthly deduction and a grace period of 62 days expires without an adequate payment being made by the Owner. (See Payment and Allocation of Premiums - Policy Lapse and Reinstatement.) The Separate Account. After the end of the "Right to Examine Policy" period, the Owner may allocate the Net Premiums to the Separate Account and, if it is available, to the General Account. Amounts allocated to the Separate Account are further allocated to one or more Divisions. Assets of each Division are invested at net asset value in shares of a corresponding Fund. (See The Company and the Separate Account,) An Owner may change future allocations of Net Premiums at any time. The option offered in connection with the Policies to allocate Net Premiums or to transfer Cash Value to the General Account may not be made available, at the Company's discretion, under all Policies. Further, the option may be limited with respect to some Policies. The Company may, from time to time, adjust the extent to which future premiums may be allocated to the General Account in regard to any or all outstanding Policies. Such adjustments may not be uniform as to all Policies. Until the end of the "Right to Examine Policy" period (See Policy Rights - Right to Examine Policy), all Net Premiums automatically will be allocated to the Division that invests in the Money Market Fund. (See Payment and Allocation of Premiums - Allocation of Net Premiums and Cash Value.) To the extent Net Premiums are allocated to the Divisions of the Separate Account, the Cash Value 2 8 will, and the death benefit may, vary with the investment performance of the chosen Division. To the extent Net Premiums are allocated to the General Account, the Cash Value will accrue interest at a guaranteed minimum rate. (See The General Account.) Thus, depending upon the allocation of Net Premiums, investment risk over the life of a Policy may be borne by the Owner, by the Company, or by both. Subject to certain restrictions, an Owner may transfer Cash Values among the Divisions of the Separate Account or, it available, between the Separate Account and the General Account. Currently, no transaction charge is assessed for the first twelve requested transfers or partial withdrawals in a Policy Year. A charge of $25 applies to requested transfers or partial withdrawals in excess of twelve. The Company reserves the right to revoke or modify the transfer privilege. (See Policy Rights - Transfers.) Charges and Deductions. A premium expense charge will be deducted from each premium payment prior to allocation. The premium expense charge consists of a sales charge and a charge to cover premium taxes and federal taxes. The sales charge will never exceed the following levels: Policy Year 1 15% of premium up to Target 5% of premium above Target Policy Years 2-10 5% of all premium paid Policy Years 11+ 2% of all premium paid For policies issued in the state of Oregon, the amounts shown above are increased by 2%. In addition to the sales charges shown above, there is a premium tax charge in all policy years. This charge varies by state or other jurisdiction and provides a pass-through of the actual premium tax (if any) incurred as a result of taxes imposed by the state or other jurisdiction. State premium taxes currently range from 0% to 3.5% (4% in Puerto Rico), with an average of approximately 2.1%. We reserve the right to change the premium tax charge as a result of rate changes by the governing jurisdiction. There is a federal tax charge designed to pass through the equivalent of the federal tax consequences applicable to the policy. The federal tax charge is currently 1.3% of premium paid, and is guaranteed not to increase except to the extent of any increases in the federal tax. (See Charges and Deductions - Premium Expense Charges.) A Contingent Deferred Sales Charge (CDSC or Surrender Charge) to compensate for sales expenses will also be assessed against the Cash Value under a Policy upon a surrender, a lapse, a partial withdrawal, or Pro-Rata Surrender. The CDSC will never exceed 45% of the annual Target Premium attributable to the base policy. (See Policy Rights - Surrender, Partial Withdrawals, and Pro-Rata Surrender; Policy Benefits - Death Benefit; and Charges and Deductions - Contingent Deferred Sales Charge.) Reductions in the Contingent Deferred Sales Charge are available in some situations. (See Adjustment of Charges.) On each Monthly Anniversary, the Cash Value will be reduced by a monthly deduction. The monthly deduction includes an administrative charge which is generally $25 per month for each Policy Month during the first Policy Year, and $6 per month for each Policy Month beginning in the second Policy Year. During the first ten Policy Years following the Issue Date and following an increase in the Face Amount, we generally make a deduction for a selection and issue expense charge. This amount ranges from about 4 cents to 65 cents per $1,000 of face amount, and varies by the Insured's age, sex, and risk class. (See Charges and Deductions - Monthly Deduction.) A monthly charge is also made for the cost of insurance, and the cost of any additional benefits provided by rider. (See Charges and Deductions - Monthly Deduction.) A daily charge based on a percentage of the net assets of each Division of the Separate Account will be imposed for the Company's assumption of certain mortality and expense risks incurred in connection with the Policies. The charge will not exceed an amount equal to the following effective annual charges: Policy Years 1-10 .55% of net Separate Account assets Policy Years 11-20 .45% of net Separate Account assets Policy Years 21+ .35% of net Separate Account Assets This charge is not deducted from the Cash Value, but rather is applied to the calculation of the net investment factor. (See Charges and Deductions - Separate Account Charges.) The Company may make a charge for any taxes or economic burden resulting from the application of the tax laws that it determines to be properly attributable to the Separate Account or to the Policy. (See Federal Tax Matters.) The operating expenses of the Separate Account are paid by General American. Investment Advisory fees and other operating expenses of the Funds are paid by the Funds and are reflected in the value of the assets of the corresponding Division of the Separate Account. For a description of these charges, see Charges and Deductions--Separate Account Charges. The following chart shows the operating expenses of the Funds as reported for the fiscal year ending December 31, 1997: 3 9 - ---------------------------------------------------------------------------------------------------------------- Annual Fund Operating Expenses<F1> As a Percentage of Average Net Assets - ---------------------------------------------------------------------------------------------------------------- Investment Fund Advisory/ Other Expenses Total Management Fee - ---------------------------------------------------------------------------------------------------------------- General American Capital Company - ---------------------------------------------------------------------------------------------------------------- S&P 500 Index Fund .25% .05% .30% - ---------------------------------------------------------------------------------------------------------------- Money Market Fund .125% .08% .205% - ---------------------------------------------------------------------------------------------------------------- Bond Index Fund .25% .05% .30% - ---------------------------------------------------------------------------------------------------------------- Managed Equity Fund .40%<F2> .10% .50% - ---------------------------------------------------------------------------------------------------------------- Asset Allocation Fund .50% .10% .60% - ---------------------------------------------------------------------------------------------------------------- International Index Fund .50%<F3> .30% .80% - ---------------------------------------------------------------------------------------------------------------- Mid-Cap Equity Fund .55%<F4> .10% .65% - ---------------------------------------------------------------------------------------------------------------- Small-Cap Equity Fund .25% .05% .30% - ---------------------------------------------------------------------------------------------------------------- Russell Insurance Funds (AMOUNTS SHOWN ARE AFTER FEE WAIVERS AND EXPENSE REIMBURSEMENTS DESCRIBED BELOW.) - ---------------------------------------------------------------------------------------------------------------- Multi-Style Equity Fund .09%<F5> .83% .92%<F5> - ---------------------------------------------------------------------------------------------------------------- Aggressive Equity Fund .00%<F6> 1.25% 1.25%<F6> - ---------------------------------------------------------------------------------------------------------------- Non-U.S. Fund .00%<F7> 1.30% 1.30%<F7> - ---------------------------------------------------------------------------------------------------------------- Core Bond Fund .00%<F8> .80% .80%<F8> - ---------------------------------------------------------------------------------------------------------------- American Century Variable Portfolios - ---------------------------------------------------------------------------------------------------------------- Income & Growth Fund .70% .00% .70% - ---------------------------------------------------------------------------------------------------------------- International Fund 1.50% .00% 1.50% - ---------------------------------------------------------------------------------------------------------------- Value Fund 1.00% .00% 1.00% - ---------------------------------------------------------------------------------------------------------------- J.P. Morgan Series Trust II - ---------------------------------------------------------------------------------------------------------------- Bond Portfolio .30% .45% .75% - ---------------------------------------------------------------------------------------------------------------- Small Company Portfolio .60% .55% 1.15% - ---------------------------------------------------------------------------------------------------------------- Variable Insurance Products Fund - ---------------------------------------------------------------------------------------------------------------- Equity-Income Portfolio .50% .08% .58% - ---------------------------------------------------------------------------------------------------------------- Growth Portfolio .60% .09% .69% - ---------------------------------------------------------------------------------------------------------------- Overseas Portfolio .75% .17% .92% - ---------------------------------------------------------------------------------------------------------------- High Income Portfolio .59% .12% .71% - ---------------------------------------------------------------------------------------------------------------- Variable Insurance Products Fund II - ---------------------------------------------------------------------------------------------------------------- Asset Manager .55% .10% .65% - ---------------------------------------------------------------------------------------------------------------- Van Eck Worldwide Insurance Trust - ---------------------------------------------------------------------------------------------------------------- Worldwide Hard Assets Fund 1.00% .00% 1.00% - ---------------------------------------------------------------------------------------------------------------- Worldwide Emerging Markets Fund 1.50% .00% 1.50% - ---------------------------------------------------------------------------------------------------------------- <FN> <F1> The Fund expenses shown above are assessed at the underlying Fund level and are not direct charges against the Separate Account assets or reductions from the Policy's Cash Value. These underlying Fund Expenses are taken into consideration in computing each Fund's net asset value, which is used to calculate the unit values in the Separate Account. The management fees and other expenses are more fully described in the prospectus of each individual Fund. The information relating to the Fund expenses was provided by the Fund and was not independently verified by General American. Except as otherwise specifically noted, the management fees and other expenses are not currently subject to fee waivers or expense reimbursements. <F2> The fees charged by the Managed Equity Fund are stated as a series of annual percentages of the average daily value of the net assets of the Fund. The percentages decrease with respect to assets of the Fund above certain amounts, as follows: First $10 million, 0.40%; Next $20 million, 0.30%; Balance over $30 million, 0.25%. <F3> The fees charged by the International Index Fund are stated as a series of annual percentages of the average daily value of the net assets of the Funds. The percentages decrease with respect to assets of the Fund above certain amounts, as follows: First $10 million, 0.50%; Next $20 million, 0.40%; Balance over $20 million, 0.30%. 4 10 <F4> The fees charged by the Mid-Cap Equity Fund are stated as a series of annual percentages of the average daily value of the net assets of the Funds. The percentages decrease with respect to assets of the Fund above certain amounts, as follows: First $10 million, 0.55%; Next $10 million, 0.45%; Balance over $20 million, 0.40%. <F5> The Manager has voluntarily agreed to waive a portion of its 0.78% management fee, up to the full amount of that fee, equal to the amount by which the Fund's total operating expenses exceed 0.92% of the Fund's average daily net assets on an annual basis, and to reimburse the Fund for all remaining expenses after fee waivers which exceed 0.92% of average daily net assets on an annual basis. The management fee waivers and reimbursements are intended to be in effect for 1998, but may be revised or eliminated at any time thereafter without notice to shareholders. Absent the waiver, the management fee would have been 0.78%, and total Fund expenses would have been 1.61% of average daily net assets. <F6> The Manager has voluntarily agreed to waive a portion of its 0.95% management fee, up to the full amount of that fee, equal to the amount by which the Fund's total operating expenses exceed 1.25% of the Fund's average daily net assets on an annual basis, and to reimburse the Fund for all remaining expenses after fee waivers which exceed 1.25% of average daily net assets on an annual basis. The management fee waivers and reimbursements are intended to be in effect for 1998, but may be revised or eliminated at any time thereafter without notice to shareholders. Absent the waiver, the management fee would have been 0.95%, other expenses would have been 1.27%, and total Fund expenses would have been 2.22% of average daily net assets. <F7> The Manager has voluntarily agreed to waive a portion of its 0.95% management fee, up to the full amount of that fee, equal to the amount by which the Fund's total operating expenses exceed 1.30% of the Fund's average daily net assets on an annual basis, and to reimburse the Fund for all remaining expenses after fee waivers which exceed 1.30% of average daily net assets on an annual basis. The management fee waivers and reimbursements are intended to be in effect for 1998, but may be revised or eliminated at any time thereafter without notice to shareholders. Absent the waiver, the management fee would have been 0.95%, other expenses would have been 2.70%, and total Fund expenses would have been 3.65% of average daily net assets. <F8> The Manager has voluntarily agreed to waive a portion of its 0.60% management fee, up to the full amount of that fee, equal to the amount by which the Fund's total operating expenses exceed 0.80% of the Fund's average daily net assets on an annual basis, and to reimburse the Fund for all remaining expenses after fee waivers which exceed 0.80% of average daily net assets on an annual basis. The management fee waivers and reimbursements are intended to be in effect for 1998, but may be revised or eliminated at any time thereafter without notice to shareholders. Absent the waiver, the management fee would have been 0.60%, other expenses would have been 1.70%, and total Fund expenses would have been 2.30% of average daily net assets. There are no transaction charges to cover the administrative costs of processing the first twelve partial withdrawals or requested transfers of Cash Value between Divisions of the Separate Account or the General Account in any Policy Year. There is a charge of $25 for each partial withdrawal or requested transfer in excess of twelve. (See Payment and Allocation of Premiums - Allocation of Net Premiums and Cash Value; Policy Rights - Surrender, Partial Withdrawals, and Pro-Rata Surrender; and The General Account.) Premiums. An Owner has considerable flexibility concerning the amount and frequency of premium payments. A Policy will not become effective until the Owner has paid an initial premium equal to one-twelfth (1/12) of the "Minimum Premium" for the Policy. This amount will be different for each Policy. Thereafter, an Owner may, subject to certain restrictions, make premium payments in any amount and at any frequency. The Owner may also determine a planned premium payment schedule. The schedule will provide for a premium payment of a level amount at a fixed interval over a specified period of time. An Owner need not, however, adhere to the planned premium payment schedule. For policies issued as a result of a term conversion from certain General American term policies, the Company requires the Owner to pay an initial premium, which combined with conversion credits given, if any, will equal one full "Minimum Premium" for the Policy. (See Payment and Allocation of Premiums.) If, during the first five Policy Years, the sum of all premiums paid on the Policy, reduced by any partial withdrawals and any outstanding loan balance, is greater than or equal to the sum of the no lapse monthly premiums for the elapsed months since the Issue Date, the Policy will not lapse as a result of a Cash Value less any loans, loans interest due, and any surrender charge being insufficient to pay the monthly deduction. A Policy will lapse only when the Cash Surrender Value is insufficient to pay the next monthly deduction (See Charges and Deductions - Monthly Deduction.) and a grace period expires without a sufficient payment by the Owner. (See Payment and Allocation of Premiums - Policy Lapse and Reinstatement.) Death Benefit. A death benefit is payable to the named Beneficiary when the Insured under a Policy dies. Three death benefit options are available. Under Death Benefit Option A, the death benefit is 5 11 the Face Amount of the Policy or, if greater, the applicable percentage of Cash Value. Under Death Benefit Option B, the death benefit is the Face Amount of the Policy plus the Cash Value or, if greater, the applicable percentage of Cash Value. Under Death Benefit Option C, the death benefit is the Face Amount of the Policy or, if greater, the Cash Value multiplied by the Attained Age factor. So long as the Policy remains in force, prior to Attained Age 100 the minimum death benefit under any death benefit option will be at least the current Face Amount. The death benefit will be increased by any unpaid dividends determined prior to the Insured's death, and by the amount of the cost of insurance for the portion of the month from the date of death to the end of the month, and reduced by any outstanding Indebtedness. The death benefit will be paid according to the settlement options available at the time of death. (See Policy Benefits - Death Benefit.) The minimum Face Amount at issue is generally $50,000 under the Company's current rules. Subject to certain restrictions, the Owner may change the Face Amount and the death benefit option. In certain cases evidence of insurability may be required. (See Change in Death Benefit Option, and Change In Face Amount.) Additional insurance benefits are offered under the Policy. (See General Matters - Additional Insurance Benefits.) The cost of these additional insurance benefits will be deducted from the Cash Value as part of the monthly deduction. (See Charges and Deductions - Monthly Deduction.) Cash Value. The Policies provide for a Cash Value equal to the total of the amounts credited to the Owner in the Separate Account, the Loan Account (securing Policy Loans) and in certain contracts, the General Account. A Policy's Cash Value will reflect the amount and frequency of Net Premium payments, the investment performance of any selected Divisions of the Separate Account, any Policy Loans and related interest, any partial withdrawals, and the charges imposed in connection with the Policy. (See Policy Benefits - Cash Value.) There is no minimum guaranteed Cash Value. Policy Loans. An Owner may borrow against the Cash Value of a Policy. The maximum amount that may be borrowed under a Policy ("the Loan Value") is the Cash Value of the Policy on the date the loan request is received, plus interest expected to be earned on the loan balance to the next Policy Anniversary at the General Account's guaranteed interest rate, less loan interest to the next Policy Anniversary, less any outstanding Indebtedness, less any surrender charges, less monthly deductions to the next loan interest due date. Loan interest is payable on each Policy Anniversary and all outstanding Indebtedness will be deducted from proceeds payable at the Insured's death, upon the exercise of a settlement option, or upon surrender. A Policy loan will be allocated among the General Account (if available) and the various Divisions of the Separate Account. When a loan is allocated to the Divisions of the Separate Account, a portion of the Policy's Cash Value in the Divisions of the Separate Account sufficient to secure the loan will be transferred to the Loan Account as security for the loan. Therefore, a loan may have impact on the Policy's Cash Value even if it is repaid. A Policy Loan may be repaid in whole or in part at any time while the Policy is in force. (See Policy Rights - Loans.) Loans taken from, or secured by, a Policy may have Federal income tax consequences. (See Federal Tax Matters.) Surrender, Partial Withdrawals, and Pro-Rata Surrender. At any time that a Policy is in force, an Owner may elect to surrender the Policy and receive its Cash Surrender Value plus the value of dividends (if any) determined prior to the surrender. After the first year, an Owner may also request a partial withdrawal of the Cash Surrender Value of the Policy. When the death benefit is not based on an applicable percentage of the Cash Value, a partial withdrawal reduces the death benefit payable under the Policy by an amount equal to the reduction in the Policy's Cash Value unless the withdrawal is made under the terms of the anniversary partial withdrawal rider. (See General Matters - Additional Insurance Benefits.) An Owner may also request a Pro-Rata Surrender of the Policy. (See Policy Rights - Surrender, Partial Withdrawals, and Pro-Rata Surrender.) A surrender, partial withdrawal, or Pro-Rata Surrender may have Federal income tax consequences. (See Federal Tax Matters.) Right to Examine Policy. The Owner has a limited right to return a Policy for cancellation within 20 days after receiving it (30 days if the Owner is a resident of California and is age 60 or older), or within 45 days after the application is signed, whichever is later (or such longer period, if any, as required by law). If a Policy is canceled within this time period, a refund will be paid which will equal all premiums paid under the Policy except in Kansas. The Owner also has a similar right to cancel a requested increase in Face Amount. Upon cancellation of an increase, the additional charges deducted in connection with the increase will be added to the Cash Value. (See Policy Rights - Right to Examine Policy.) Illustrations of Death Benefits and Cash Surrender Values. Illustrations in Appendix A show how death benefits and Cash Surrender Values may vary based on certain rate of return assumptions and how these 6 12 benefits compare with amounts which would accumulate if premiums were invested to earn interest at 5% compounded annually. If a Policy is surrendered in the early Policy Years the Cash Surrender Value payable will be low as compared to premiums accumulated at interest, and consequently the insurance protection provided prior to surrender will be costly. You may make a written request for a projection of illustrated future Cash Values and death benefits for a nominal fee not to exceed $25.00. Tax Consequences of the Policy. If a Policy is issued on the basis of a standard premium class or on a guaranteed or simplified issue basis, while limited guidance exists, the Company believes that the Policy should qualify as a life insurance contract for Federal income tax purposes. However, if a Policy is issued on a substandard basis, it is unclear whether or not such a Policy would qualify as a life insurance contract for Federal income tax purposes. Assuming that the Policy qualifies as a life insurance contract for Federal income tax purposes, the Company believes the Cash Value of the Policy should be subject to the same Federal income tax treatment as the Cash Value of a conventional fixed-benefit contract. If so, the Owner is not considered to be in constructive receipt of the Cash Value under the Policy until there is a distribution. A change of Owners, a surrender, a partial withdrawal, a Pro-Rata Surrender, a lapse with outstanding Indebtedness, or an exchange may have tax consequences, depending on the particular circumstances. (See Federal Tax Matters.) A Policy may be treated as a "modified endowment contract" depending upon the amount of premiums paid in relation to the death benefit. If the Policy is a modified endowment contract, then all pre-death distributions, including Policy Loans and due but unpaid loan interest, will be treated first as a distribution of taxable income and then as a return of basis or investment in the contract. In addition, prior to the Owner's age 59 1/2 taxable income from such distributions generally will be subject to a 10% additional tax. If the Policy is not a modified endowment contract, distributions generally will be treated first as a return of basis or investment in the contract and then as disbursing taxable income. Moreover, loans will not be treated as distributions. Finally, neither distributions nor loans from a Policy that is not a modified endowment contract are subject to the 10% additional tax. (See Federal Tax Matters.) Dividends. We do not anticipate that the Policy will share in the divisible surplus of the Company in the form of a dividend. (See Dividends.) * * * This Prospectus describes only those aspects of the Policy that relate to the Separate Account, except where General Account matters are specifically mentioned. For a brief summary of the aspects of the Policy relating to the General Account, see The General Account. THE COMPANY AND THE SEPARATE ACCOUNT The Company General American Life Insurance Company ("General American" or "the Company") was originally incorporated as a stock company in 1933. In 1936, General American initiated a program to convert to a mutual life insurance company. In 1997, General American's policyholders approved a reorganization of the Company into a mutual holding company structure under which General American became a stock company wholly owned by GenAmerica Corporation, an intermediate stock holding company. GenAmerica is wholly owned by General American Mutual Life Insurance Company, a mutual holding company organized under Missouri law. The mutual holding company structure retains mutuality as General American's ultimate parent company is wholly owned by General American's policyholders. General American is principally engaged in writing individual and group life insurance policies and annuity contracts. As of December 31, 1997, it had consolidated assets of approximately $24 billion. It is admitted to do business in 49 states, the District of Columbia, Puerto Rico, and in ten Canadian provinces. The principal offices of General American are located at 700 Market Street, St. Louis, Missouri 63101. The mailing address of General American's service center ("the Home Office") is P.O. Box 14490, St. Louis, Missouri 63178. The Separate Account General American Life Insurance Company Separate Account Eleven ("the Separate Account") was established by General American as a separate investment account on January 24, 1985 under Missouri law. The Separate Account will receive and invest the Net Premiums paid under this Policy and allocated to it. In addition, the Separate Account currently receives and invests Net Premiums for other classes of flexible premium variable life insurance policies and might do so for additional classes in the future. The Separate Account has been registered with the SEC as a unit investment trust under the Investment Company Act of 1940 ("the 1940 Act") and meets 7 13 the definition of a "separate account" under Federal securities laws. Registration with the SEC does not involve supervision of the management or investment practices or policies of the Separate Account or General American by the SEC. The Separate Account currently is divided into twenty-four Divisions. Divisions invest in corresponding Funds from one of seven open-end, diversified management investment companies: (1) General American Capital Company, (2) Russell Insurance Funds, (3) American Century Variable Portfolios, (4) J.P. Morgan Series Trust II, (5) Variable Insurance Products Fund, (6) Variable Insurance Products Fund II, and (7) Van Eck Worldwide Insurance Trust. Income and both realized and unrealized gains or losses from the assets of each Division of the Separate Account are credited to or charged against that Division without regard to income, gains, or losses from any other Division of the Separate Account or arising out of any other business General American may conduct. Although the assets of the Separate Account are the property of General American, the assets in the Separate Account equal to the reserves and other liabilities of the Separate Account are not chargeable with liabilities arising out of any other business which General American may conduct. The assets of the Separate Account are available to cover the general liabilities of General American only to the extent that the Separate Account's assets exceed its liabilities arising under the Policies. From time to time, the Company may transfer to its General Account any assets of the Separate Account that exceed the reserves and the Policy liabilities of the Separate Account (which will always be at least equal to the aggregate Policy value allocated to the Separate Account under the Policies). Before making any such transfers, General American will consider any possible adverse impact the transfer may have on the Separate Account. General American Capital Company General American Capital Company ("the Capital Company") is an open-end, diversified management investment company which was incorporated in Maryland on November 15, 1985, and commenced operations on October 1, 1987. Only the Funds described in this section of the Prospectus are currently available as investment choices for this Policy even though additional Funds may be described in the prospectus for the Capital Company. Shares of Capital Company are currently offered to separate accounts established by General American Life Insurance Company and affiliates. The Capital Company's investment adviser is Conning Asset Management Company ("the Adviser"), an indirect, majority-owned subsidiary of General American. The adviser selects investments for the Funds. The investment objectives and policies of each Fund are summarized below: S&P 500 Index Fund: The investment objective of this Fund is to provide investment results that parallel the price and yield performance of publicly-traded common stocks in the aggregate. The Fund uses the Standard & Poor's Composite Index of 500 Stocks ("the S&P Index") as its standard for performance comparison. The Fund attempts to duplicate the performance of the S&P Index and includes dividend income as a component of the Fund's total return. The Fund is not managed by Standard & Poor's. The Money Market Fund: The investment objective of the Money Market Fund is to obtain the highest level of current income which is consistent with the preservation of capital and maintenance of liquidity. The Fund invests primarily in high-quality, short-term money market instruments. An investment in the Money Market Fund is neither insured nor guaranteed by the U. S. Government. Bond Index Fund: The investment objective of this Fund is to provide a rate of return that reflects the performance of the publicly-traded bond market as a whole. The Fund uses the Lehman Brothers Government/Corporate Bond Index as its standard for performance comparison. Managed Equity Fund: The investment objective of this Fund is long-term growth of capital, obtained by investing primarily in common stocks. Securing moderate current income is a secondary objective. Asset Allocation Fund: The investment objective of this Fund is a high rate of long-term total return composed of capital growth and income payments. Preservation of capital is the secondary objective and chief limit on investment risk. The Fund will invest only in those types of securities that the other Capital Company Funds may invest in. The Asset Allocation Fund invests in a combination of common stocks, bonds, or money market instruments in accordance with guidelines established from time to time by Capital Company's Board of Directors. International Index Fund: The investment objective of this Fund is to obtain investment results that parallel the price and yield performance of publicly-traded common stocks 8 14 in the Morgan Stanley Capital International ("MSCI") Europe, Australia and Far East Index ("EAFE"). Mid-Cap Equity Fund: The investment objective of this Fund is capital appreciation. It pursues this objective by investing primarily in common stocks of United States-based, publicly traded companies with medium market capitalizations falling within the capitalization range of the S&P Mid-Cap 400 at the time of the Fund's investment. Small-Cap Equity Fund: The investment objective of this Fund is to provide a rate of return that corresponds to the performance of the common stock of small companies, while incurring a level of risk that is generally equal to the risks associated with small company common stock. The Fund attempts to duplicate the performance of the smallest 20% of companies, based on capitalization size, that are based in the United States and listed on the New York Stock Exchange ("NYSE"). Russell Insurance Funds Russell Insurance Funds ("RIF") is organized as a Massachusetts business trust under a Master Trust Agreement dated July 11, 1996. RIF is authorized to issue an unlimited number of shares evidencing beneficial interests in different investment Funds, which interests may be offered in one or more classes. RIF is a diversified open end management investment company, commonly known as a "mutual fund." Frank Russell Company, which is a consultant to RIF, has been primarily engaged since 1969 in providing asset management consulting services to large corporate employee benefit funds. Major components of its consulting services are: (i) quantitative and qualitative research and evaluation aimed at identifying the most appropriate investment management firms to invest large pools of assets in accord with specific investment objectives and styles; and (ii) the development of strategies for investing assets using "multi-style, multi-manager diversification." This is a method for investing large pools of assets by dividing the assets into segments to be invested using different investment styles, and selecting money managers for each segment based upon their expertise in that style of investment. General management of RIF is provided by Frank Russell Investment Management Company, a wholly-owned subsidiary of Frank Russell Company, which furnishes officers and staff required to manage and administer RIF on a day-to-day basis. The investment objectives and policies of each Fund are summarized below: Multi-Style Equity Fund: The investment objective of this Fund is to provide income and capital growth by investing principally in equity securities. Aggressive Equity Fund: This Fund seeks to provide capital appreciation by assuming a higher level of volatility than is ordinarily expected from the Multi-Style Equity Fund while still investing in equity securities. Non-U.S. Fund: This Fund's objective is to provide favorable total return and additional diversification for U.S. investors by investing primarily in equity and fixed-income securities of non-U.S. companies, and securities issued by non-U.S. governments. Core Bond Fund: This Fund's objective is to maximize total return, through capital appreciation and income, by assuming a level of volatility consistent with the broad fixed-income market. The Fund invests in fixed-income securities. American Century Variable Portfolios American Century Variable Portfolios, Inc., a part of American Century Investments, was organized as a Maryland corporation on June 4, 1987. It is a diversified, open-end management investment company. Its business and affairs are managed by its officers under the Direction of its Board of Directors. American Century Investment Management, Inc. serves as the investment manager of the fund. The investment objective and policies of the Funds are summarized below: Income & Growth Fund: The investment objective of this Fund is to attain long-term growth of capital as well as current income. The Fund pursues a total return and dividend yield that exceed those of the S&P 500 by investing in stocks of companies with strong dividend growth potential. Dividends are paid monthly. International Fund: This Fund seeks capital growth over time by investing in common stocks of foreign companies considered to have better-than-average prospects for appreciation. Because the Fund invests in foreign securities, a higher degree of short-term price volatility, or risk, is expected due to factors such as currency fluctuation and political instability. Value Fund: This Fund is a core equity fund that seeks long-term capital growth. Income is a secondary objective. To pursue its objectives, the fund invests primarily in equity securities of 9 15 well-established companies that are believed by management to be undervalued at the time of purchase. Please note that this is an equity investment and, by nature, may fluctuate in value. J.P. Morgan Series Trust II J.P. Morgan Series Trust II is an open-end diversified management investment company organized as a Delaware Business Trust. The Trust's investment adviser is J.P. Morgan Investment Management, Inc., a registered investment adviser and a wholly owned subsidiary of J.P. Morgan & Co., Incorporated, a bank holding company organized under the laws of Delaware. The investment objective and policies of the Funds are summarized below: Bond Portfolio: This Fund seeks to provide a high total return consistent with moderate risk of capital and maintenance of liquidity. The Fund is designed for investors who seek a total return over time that is higher than that generally available from a portfolio of short-term obligations while acknowledging the greater price fluctuation of longer-term instruments. Small Company Portfolio: The investment objective of this Fund is to provide high total return from a portfolio of equity securities of small companies. The Fund invests at least 65% of the value of its total assets in the common stock of small U.S. Companies primarily with market capitalizations less than $1 billion. The Fund is designed for investors who are willing to assume the somewhat higher risk of investing in small companies in order to seek a higher return over time than might be expected from a portfolio of stocks of large companies. Variable Insurance Products Fund Variable Insurance Products Fund ("VIP") is an open-end, diversified management investment company organized as a Massachusetts business trust on November 13, 1981. Only the Funds described in this section of the Prospectus are currently available as investment choices for this Policy even though additional Funds may be described in the prospectus for VIP. VIP shares are purchased by insurance companies to fund benefits under variable insurance and annuity policies. Fidelity Management & Research Company ("FMR") of Boston, Massachusetts is the Funds' Manager. The investment objectives and policies of each Fund are summarized below: Equity-Income Portfolio: The investment objective of this Fund is income, obtained by investing primarily in income-producing equity securities. In choosing these securities, FMR will also consider the potential for capital appreciation. The Fund's goal is to achieve a yield which exceeds the composite yield on the securities comprising the Standard & Poor's Composite Index of 500 Stocks. Growth Portfolio: The investment objective of this Fund is capital appreciation. The Fund normally purchases common stocks, although its investments are not restricted to any one type of security. Capital appreciation may also be obtained from other types of securities, including bonds and preferred stocks. Overseas Portfolio: The investment objective of this Fund is long-term growth of capital. The Fund invests primarily in foreign securities. The Overseas Portfolio provides a means for investors to diversify their own portfolios by participation in companies and economies outside of the United States. High Income Portfolio: The investment objective of this Fund is a high level of current income. The Fund seeks to fulfill the objective by investing primarily in high-yielding, lower-rated, fixed-income securities, while also considering growth of capital. Lower-rated securities, commonly referred to as "junk bonds," involve greater risk of default or price change than securities assigned a higher quality rating. Variable Insurance Products Fund II Variable Insurance Products Fund II ("VIP II") is an open-end, diversified management investment company organized as a Massachusetts business trust on March 21, 1988. Only the Fund described in this section of the Prospectus is currently available as an investment choice for this Policy even though additional Funds may be described in the prospectus for VIP II. VIP II shares are purchased by insurance companies to fund benefits under variable insurance and annuity policies. FMR is the Fund's manager. The investment objective and policies of the Funds are summarized below: Asset Manager: The investment objective of this Fund is to seek a high total return with reduced risk over the long-term by allocating its assets among domestic and foreign stocks, bonds, and short-term fixed income instruments. 10 16 Van Eck Worldwide Insurance Trust Van Eck Worldwide Insurance Trust ("Van Eck") is an open-end management investment company organized as a Massachusetts business trust on January 7, 1987. Only the Funds described in this section of the Prospectus is currently available as an investment choice for this Policy even though additional Funds may be described in the prospectus for Van Eck. Shares of Van Eck are offered only to separate accounts of various insurance companies to support benefits of variable insurance and annuity policies. The assets of Van Eck are managed by Van Eck Associates Corporation of New York, New York. The investment objectives and policies of the Fund are summarized below: Worldwide Hard Assets Fund: The investment objective of the Fund is to seek long-term capital appreciation by investing in equity and debt securities of companies engaged in the exploration, development, production, and distribution of one or more of the following: (i) precious metals, (ii) ferrous and non-ferrous metals, (iii) oil and gas, (iv) forest products, (v) real estate, and (vi) other basic non-agricultural commodities (together, "Hard Assets"). Current income is not an objective. Worldwide Emerging Markets Fund: The investment objective of this Fund is to obtain long-term capital appreciation by investing in equity securities in emerging markets around the world. The Fund emphasizes primarily investment in countries that, compared to the world's major economies, exhibit relatively low gross national product per capita, as well as the potential for rapid economic growth. There is no assurance that any of the Funds will achieve its stated objective. It is conceivable that in the future it may be disadvantageous for Funds to offer shares to separate accounts of various insurance companies to serve as the investment medium for their variable products or for both variable life and annuity separate accounts to invest simultaneously in a Fund. The Boards of Trustees of RIF, VIP, VIP II, and Van Eck, the Boards of Directors of Capital Company, American Century, and J.P. Morgan, the respective Advisers of each Fund, and the Company and any other insurance companies participating in the Funds are required to monitor events to identify any material irreconcilable conflicts that may possibly arise, and to determine what action, if any, should be taken in response to those events or conflicts. A more detailed description of the Funds, their investment policies, restrictions, risks, and charges is in the prospectuses for each Fund, which must accompany or precede this Prospectus and which should be read carefully. Addition, Deletion, or Substitution of Investments The Company reserves the right, subject to compliance with applicable law, to make additions to, deletions from, or substitutions for the shares that are held by the Separate Account or that the Separate Account may purchase. The Company reserves the right to eliminate the shares of any of the Funds and to substitute shares of another Fund of Capital Company, RIF, VIP, VIP II, Van Eck, American Century, J.P. Morgan or of another registered open-end investment company if the shares of a Fund are no longer available for investment or if in its judgment further investment in any Fund becomes inappropriate in view of the purposes of the Separate Account. The Company will not substitute any shares attributable to an Owner's interest in a Division of the Separate Account without notice to the Owner and prior approval of the SEC, to the extent required by the 1940 Act or other applicable law. Nothing contained in this Prospectus shall prevent the Separate Account from purchasing other securities for other series or classes of policies, or from permitting a conversion between series or classes of policies on the basis of requests made by Owners. The Company also reserves the right to establish additional Divisions of the Separate Account, each of which would invest in a new Fund with a specified investment objective. New Divisions may be established when, in the sole discretion of the Company, marketing needs or investment conditions warrant. Any new Division will be made available to existing Owners on a basis to be determined by the Company. To the extent approved by the SEC, the Company may also eliminate or combine one or more Divisions, substitute one Division for another Division, or transfer assets between Divisions if, in its sole discretion, marketing, tax, or investment conditions warrant. In the event of a substitution or change, the Company may, if it considers it necessary, make such changes in the Policy by appropriate endorsement and offer conversion options required by law, if any. The Company will notify all Owners of any such changes. If deemed by the Company to be in the best interests of persons having voting rights under the Policy, and to the extent any necessary SEC approvals or Owner votes are obtained, the Separate Account may be: (a) operated as a management company under the 1940 Act; (b) de-registered under that Act in the event such registration is no longer required; or (c) combined with other separate accounts of the Company. To the extent permitted by applicable 11 17 law, the Company may also transfer the assets of the Separate Account associated with the Policy to another separate account. POLICY BENEFITS Death Benefit As long as the Policy remains in force (See Payment and Allocation of Premiums - Policy Lapse and Reinstatement), the Company will, upon receipt of proof of the Insured's death at its Home Office, pay the death benefit in a lump sum. The amount of the death benefit payable will be determined at the end of the Valuation Period during which the Insured's death occurred. The death benefit will be paid to the surviving Beneficiary or Beneficiaries specified in the application or as subsequently changed. The Policy provides three death benefit options: "Death Benefit Option A," "Death Benefit Option B," and "Death Benefit Option C." The death benefit under all options will never be less than the current Face Amount of the Policy (less Indebtedness) as long as the Policy remains in force. (See Payment and Allocation of Premiums - Policy Lapse and Reinstatement.) The current minimum Face Amount is generally $50,000. Death Benefit Option A. Under Death Benefit Option A, the death benefit until the Insured reaches Attained Age 100 is the current Face Amount of the Policy or, if greater, the applicable percentage of Cash Value on the date of death. At Attained Age 100 and above, the death benefit is 101% of the Cash Value. The applicable percentage is 250% for an Insured reaching Attained Age 40 or below on the Policy Anniversary prior to the date of death. For Insureds with an a Attained Age over 40 on that Policy Anniversary, the percentage is lower and declines with age as shown in the Applicable Percentage of Cash Value Table shown below. Accordingly, under Death Benefit Option A the death benefit will remain level at the Face Amount unless the applicable percentage of Cash Value exceeds the current Face Amount, in which case the amount of the death benefit will vary as the Cash Value varies. (See Illustrations of Death Benefits and Cash Values, Appendix A.) Death Benefit Option B. Under Death Benefit Option B, the death benefit until the Insured reaches Attained Age 100 is equal to the current Face Amount plus the Cash Value of the Policy on the date of death or, if greater, the applicable percentage of the Cash Value on the date of death. At Attained Age 100 and above, the death benefit is 101% of the Cash Value. The applicable percentage is the same as under Death Benefit Option A: 250% for an Insured Attained Age 40 or below on the Policy Anniversary prior to the date of death, and for Insureds with an Attained Age over 40 on that Policy Anniversary the percentage declines as shown in the Applicable Percentage of Cash Value Table shown below. Accordingly, under Death Benefit Option B the amount of the death benefit will always vary as the Cash Value varies (but will never be less than the Face Amount). (See Illustrations of Death Benefits and Cash Values, Appendix A.) - ------------------------------------------------------------------------- Applicable Percentage of Cash Value Table For Insureds Less Than Age 100<F*> - ------------------------------------------------------------------------- Insured Person's Age Policy Account Multiple Percentage - ------------------------------------------------------------------------- 40 or under 250% - ------------------------------------------------------------------------- 45 215% - ------------------------------------------------------------------------- 50 185% - ------------------------------------------------------------------------- 55 150% - ------------------------------------------------------------------------- 60 130% - ------------------------------------------------------------------------- 65 120% - ------------------------------------------------------------------------- 70 115% - ------------------------------------------------------------------------- 78 to 90 105% - ------------------------------------------------------------------------- 95 to 99 101% - ------------------------------------------------------------------------- <FN> <F*>For ages that are not shown on this table, the applicable percentage multiples will decrease by a ratable portion for each full year. Death Benefit Option C. Under Death Benefit Option C, the death benefit is equal to the current Face Amount of the Policy or, if greater, the Cash Value on the date of death multiplied by the "Attained Age factor" (a list of sample Attained Age factors is shown in the Sample Attained Age Factor Table below). At Attained Age 100 and above, the death benefit is 101% of the Cash Value. Accordingly, under Death Benefit Option C the death benefit will remain level at the Face Amount unless the Cash Value multiplied by the Attained Age factor exceeds the current Face Amount, in which case the amount of the death benefit will vary as the Cash Value varies. (See Illustrations of Death Benefits and Cash Values, Appendix A.) 12 18 - ---------------------------------------------------------------------------------------------- Death Benefit Option C Sample Attained Age Factor Table Non-Smoker Rates - ---------------------------------------------------------------------------------------------- Insured Male Lives Female Lives Attained Age Factor Factor - ---------------------------------------------------------------------------------------------- 20 7.005753 7.978495 - ---------------------------------------------------------------------------------------------- 25 6.022987 6.777620 - ---------------------------------------------------------------------------------------------- 30 5.118855 5.739715 - ---------------------------------------------------------------------------------------------- 35 4.326687 4.852022 - ---------------------------------------------------------------------------------------------- 40 3.657390 4.105161 - ---------------------------------------------------------------------------------------------- 45 3.101789 3.489815 - ---------------------------------------------------------------------------------------------- 50 2.642973 2.978976 - ---------------------------------------------------------------------------------------------- 55 2.266395 2.555211 - ---------------------------------------------------------------------------------------------- 60 1.962872 2.203321 - ---------------------------------------------------------------------------------------------- 65 1.720583 1.909085 - ---------------------------------------------------------------------------------------------- 70 1.531494 1.672354 - ---------------------------------------------------------------------------------------------- 75 1.386501 1.480860 - ---------------------------------------------------------------------------------------------- 80 1.280475 1.337304 - ---------------------------------------------------------------------------------------------- 85 1.201521 1.231035 - ---------------------------------------------------------------------------------------------- 90 1.145430 1.156319 - ---------------------------------------------------------------------------------------------- 95 1.089164 1.090579 - ---------------------------------------------------------------------------------------------- Changes In Death Benefit Option. If the Policy was issued with either Death Benefit Option A or Death Benefit Option B, the death benefit option may be changed. A request for change must be made to the Company in writing. The effective date of such a change will be the Monthly Anniversary on or following the date the Company receives the change request. A change in death benefit option may have Federal income tax consequences. (See Federal Tax Matters.) A Death Benefit Option A Policy may be changed to have Death Benefit Option B. The Face Amount will be decreased to equal the death benefit less the Cash Value on the effective date of change. A Death Benefit Option B Policy may be changed to have Death Benefit Option A. The Face Amount will be increased to equal the death benefit on the effective date of change. A Policy issued under Death Benefit Option C may not change to either Death Benefit Option A or Death Benefit Option B for the entire lifetime of the Contract. Similarly, a Policy issued under either Death Benefit Option A or B may not change to Death Benefit Option C for the lifetime of the Policy. Satisfactory evidence of insurability must be submitted to the Company in connection with a request for a change from Death Benefit Option A to Death Benefit Option B. A change may not be made if it would result in a Face Amount of less than the minimum Face Amount. A change in death benefit option will not in itself result in an immediate change in the amount of a Policy's death benefit or Cash Value. In addition, if, prior to or accompanying a change in the death benefit option, there has been an increase in the Face Amount, the cost of insurance charge may be different for the increased amount. (See Monthly Deduction - Cost of Insurance.) Change in Face Amount. Subject to certain limitations set forth below, an Owner may increase or decrease the Face Amount of a Policy once each Policy Year but not before the first Policy Anniversary. A written request is required for a change in the Face Amount. A change in Face Amount may affect the cost of insurance rate and the net amount at risk, both of which affect an Owner's cost of insurance charge. (See Monthly Deduction - Cost of Insurance.) A change in the Face Amount of a Policy may have Federal income tax consequences. (See Federal Tax Matters.) For an increase in the Face Amount, the Company requires that satisfactory evidence of insurability be submitted. An application for an increase must be received by the Company. If approved, the increase will become effective as of the Monthly Anniversary on or following receipt of the application by the Company, but not before the first Policy Anniversary. In addition, the Insured must have an Attained Age of not greater than 80 on the effective date of the increase. The increase may not be less than $5,000 ($2,000 for policies issued in qualified pension plans). Although an application for an increase need not be accompanied by an additional premium, the Cash Surrender Value in effect immediately after the increase must be sufficient to cover the next monthly deduction. To the extent the Cash Surrender Value is not sufficient, an additional premium must be paid. (See Charges and Deductions - - Monthly Deduction.) An increase in the Face Amount may result in certain additional charges. (See Charges and Deductions - Monthly Deduction.) For the Owner's rights upon an increase in Face Amount, see Policy Rights - Right to Examine Policy. Owners should consult their sales representative before deciding whether to increase coverage by increasing the Face Amount of a Policy. Any decrease in the Face Amount will become effective on the Monthly Anniversary on or following receipt of the written request by the Company. The amount of the requested decrease must be at least $5,000 ($2,000 for policies issued in qualified pension plans) and the Face Amount remaining in force after any requested decrease may not be less than minimum Face Amount. If following a decrease in Face Amount, the Policy would not comply with the maximum premium limitations required by Federal tax law (see Payment and Allocation of Premiums), the decrease may be 13 19 limited or Cash Value may be returned to the Owner (at the Owner's election), to the extent necessary to meet these requirements. Decreases will generally be applied to prior increases in the Face Amount, if any, in the reverse order in which such increases occurred, and then to the original Face Amount. This order of reduction will be used to determine the amount of subsequent cost of insurance charges (See Monthly Deduction - Cost of Insurance; and Charges and Deductions - Contingent Deferred Sales Charge.) Payment of the Death Benefit. The death benefit under the Policy will ordinarily be paid in a lump sum within seven days after the Company receives all documentation required for such a payment. Payment may, however, be postponed in certain circumstances. (See General Matters - Postponement of Payment from the Separate Account.) The death benefit will be increased by any unpaid dividends determined prior to the Insured's death, and by the amount of the monthly cost of insurance for the portion of the month from the date of death to the end of the month, and reduced by any outstanding Indebtedness. (See General Matters - Additional Insurance Benefits, Dividends, and Charges and Deductions.) The Company will pay interest on the death benefit from the date of the Insured's death to the date of payment. Interest will be at an annual rate determined by the Company, but will never be less than the guaranteed rate of 4%. Provisions for settlement of proceeds other than a lump sum payment may only be made upon written agreement with the Company. Cash Value The Cash Value of the Policy is equal to the total of the amounts credited to the Owner in the Separate Account, the Loan Account (securing Policy Loans), and, in certain contracts, the General Account. The Policy's Cash Value in the Separate Account will reflect the investment performance of the chosen Divisions of the Separate Account as measured by each Division's Net Investment Factor (defined below), the frequency and amount of Net Premiums paid, transfers, partial withdrawals, loans and the charges assessed in connection with the Policy. An Owner may at any time surrender the Policy and receive the Policy's Cash Surrender Value. (See Policy Rights - Surrender, Partial Withdrawals, and Pro-Rata Surrender.) The Policy's Cash Value in the Separate Account equals the sum of the Policy's Cash Values in each Division. There is no guaranteed minimum Cash Value. Determination of Cash Value. For each Division of the Separate Account, the Cash Value is determined on each Valuation Date. On the Investment Start Date, the Cash Value in a Division will equal the portion of any Net Premium allocated to the Division, reduced by the portion allocated to that Division of the monthly deduction(s) due from the Issue Date through the Investment Start Date. (See Payment and Allocation of Premiums.) Thereafter, on each Valuation Date, the Cash Value in a Division of the Separate Account will equal: (1) The Cash Value in the Division on the preceding Valuation Date, multiplied by the Division's Net Investment Factor (defined below) for the current Valuation Period; plus (2) Any Net Premium payments received during the current Valuation Period which are allocated to the Division; plus (3) Any loan repayments allocated to the Division during the current Valuation Period; plus (4) Any amounts transferred to the Division from the General Account or from another Division during the current Valuation Period; plus (5) That portion of the interest credited on outstanding loans which is allocated to the Division during the current Valuation Period; minus (6) Any amounts transferred from the Division to the General Account, Loan Account, or to another Division during the current Valuation Period (including any transfer charges); minus (7) Any partial withdrawals from the Division during the current Valuation Period; minus (8) Any withdrawal due to a Pro-Rata Surrender from the Division during the current Valuation Period; minus (9) Any withdrawal or surrender charges incurred during the current Valuation Period attributed to the Division in connection with a partial withdrawal or Pro-Rata Surrender; minus (10) If a Monthly Anniversary occurs during the current Valuation Period, the portion of the monthly deduction allocated to the Division during the current Valuation Period to cover the Policy Month which starts during that Valuation Period (See Charges and Deductions.); plus (11) If a Policy Anniversary occurs during the current Valuation Period, the portion of the dividend paid, if any, allocated to the Division. 14 20 Net Investment Factor: The Net Investment Factor measures the investment performance of a Division during a Valuation Period. The Net Investment Factor for each Division for a Valuation period is calculated as follows: (1) The value of the assets at the end of the preceding Valuation Period; plus (2) The investment income and capital gains, realized or unrealized, credited to the assets in the Valuation Period for which the Net Investment Factor is being determined; minus (3) The capital losses, realized or unrealized, charged against those assets during the Valuation Period; minus (4) Any amount charged against each Division for taxes, including any tax or other economic burden resulting from the application of the tax laws determined by the Company to be properly attributable to the Divisions of the Separate Account, or any amount set aside during the Valuation Period as a reserve for taxes attributable to the operation or maintenance of each Division; minus (5) A charge equal to a percentage of the average net assets for each day in the Valuation Period. This charge, for mortality and expense risks, is determined by the length of time the policy has been in force. It will not exceed the amounts shown in the following table: Policy Percentage of Effective Years Avg. Net Assets Annual Rate 1-10 0.0015027 0.55% 11-20 0.0012301 0.45% 21+ 0.0009572 0.35%; divided by (6) The value of the assets at the end of the preceding Valuation Period. POLICY RIGHTS Loans Loan Privileges. The Owner may, by written request to General American, borrow an amount up to the Loan Value of the Policy, with the Policy serving as sole security for such loan. A loan taken from, or secured by, a Policy may have Federal income tax consequences. (See Federal Tax Matters.) The Loan Value is the Cash Value of the Policy on the date the loan request is received, less interest to the next loan interest due date, less anticipated monthly deductions to the next loan interest due date, less any existing loan, less any surrender charge, plus interest expected to be earned on the loan balance to the next loan interest due date. Policy Loan interest is payable on each Policy Anniversary. The minimum amount that may be borrowed is $500. The loan may be completely or partially repaid at any time while the Insured is living. Any amount due to an Owner under a Policy Loan ordinarily will be paid within seven days after General American receives the loan request at its Home Office, although payments may be postponed under certain circumstances. (See General Matters-Postponement of Payments from the Separate Account.) When a Policy Loan is made, Cash Value equal to the amount of the loan plus interest due will be transferred to the Loan Account as security for the loan. A Loan Subaccount exists within the Loan Account for the General Account and each Division of the Separate Account. Amounts transferred to the Loan Account to secure Indebtedness are allocated to the appropriate Loan Subaccount to reflect its origin. Unless the Owner requests a different allocation, amounts will be transferred from the Divisions of the Separate Account and the General Account in the same proportion that the Policy's Cash Value in each Division and the General Account, if any, bears to the Policy's total Cash Value, less the Cash Value in the Loan Account, at the end of the Valuation Period during which the request for a Policy Loan is received. This will reduce the Policy's Cash Value in the General Account and Separate Account. These transactions will not be considered transfers for purposes of the limitations on transfers between Divisions or to or from the General Account. Cash Value in the Loan Account is expected to earn interest at a rate ("the earnings rate") which is lower than the rate charged on the Policy Loan ("the borrowing rate"). Cash Value in the Loan Account will accrue interest daily at an annual earnings rate of 4%. Interest credited on the Cash Value held in the Loan Account will be allocated on Policy Anniversaries to the General Account and the Divisions of the Separate Account in the same proportion that the Cash Value in each Loan Subaccount bears to the Cash Value in the Loan Account. The interest credited will also be transferred: (1) when a new loan is made; (2) when a loan is partially or fully repaid; and (3) when an amount is needed to meet a monthly deduction. Interest Charged. The borrowing rate we charge for Policy Loan interest will be based on the following schedule: 15 21 For Loans Annual Outstanding During Interest Rate Policy Years 1-10 4.50% Policy Years 11-20 4.25% Policy Years 21+ 4.15% General American will inform the Owner of the current borrowing rate when a Policy Loan is requested. Policy Loan interest is due and payable annually on each Policy Anniversary. If the Owner does not pay the interest when it is due, the unpaid loan interest will be added to the outstanding Indebtedness as of the due date and will be charged interest at the same rate as the rest of the Indebtedness. (See Effect of Policy Loans below.) The amount of Policy Loan interest which is transferred to the Loan Account will be deducted from the Divisions of the Separate Account and from the General Account in the same proportion that the portion of the Cash Value in each Division and in the General Account, respectively, bears to the total Cash Value of the Policy minus the Cash Value in the Loan Account. Effect of Policy Loans. Whether or not a Policy Loan is repaid, it will permanently affect the Cash Value of a Policy, and may permanently affect the amount of the death benefit. The collateral for the loan (the amount held in the Loan Account) does not participate in the performance of the Separate Account while the loan is outstanding. If the Loan Account earnings rate is less than the investment performance of the selected Division(s), the Cash Value of the Policy will be lower as a result of the Policy Loan. Conversely, if the Loan Account earnings rate is higher than the investment performance of the Division(s), the Cash Value may be higher. In addition, if the Indebtedness (See Definitions) exceeds the Cash Value minus the surrender charge on any Monthly Anniversary, the Policy will lapse, subject to a grace period. (See Payment and Allocation of Premiums - Policy Lapse and Reinstatement.) A sufficient payment must be made within the later of the grace period of 62 days from the Monthly Anniversary immediately before the date Indebtedness exceeds the Cash Value less any surrender charges, or 31 days after notice that a Policy will terminate unless a sufficient payment has been mailed, or the Policy will lapse and terminate without value. A lapsed Policy, however, may later be reinstated subject to certain limitations. (See Payment and Allocation of Premiums - Policy Lapse and Reinstatement.) Any outstanding Indebtedness will be deducted from the proceeds payable upon the death of the Insured or the surrender of the Policy. Upon a complete surrender or lapse of any Policy, if the amount received plus the amount of outstanding Indebtedness exceeds the total investment in the Policy, the excess will generally be treated as ordinary income subject to tax. (See Federal Tax Matters.) Repayment of Indebtedness. A Policy Loan may be repaid in whole or in part at any time prior to the death of the Insured and as long as a Policy is in force. When a loan repayment is made, an amount securing the Indebtedness in the Loan Account equal to the loan repayment will be transferred to the Divisions of the Separate Account and the General Account in the same proportion that the Cash Value in each Loan Subaccount bears to Cash Value in the Loan Account. Amounts paid while a Policy Loan is outstanding will be treated as premiums unless the Owner requests in writing that they be treated as repayment of Indebtedness. Surrender, Partial Withdrawals and Pro-Rata Surrender At any time during the lifetime of the Insured and while a Policy is in force, the Owner may surrender the Policy by sending a written request to the Company. After the first Policy Year, an Owner may make a partial withdrawal by sending a written request to the Company. The amount available for surrender is the Cash Surrender Value at the end of the Valuation Period during which the surrender request is received at the Company's Home Office. Amounts payable from the Separate Account upon surrender, partial withdrawal, or a Pro-Rata Surrender will ordinarily be paid within seven days of receipt of the written request. (See General Matters - Postponement of Payments from the Separate Account.) Surrenders. To effect a surrender, either the Policy itself must be returned to the Company along with the request, or the request must be accompanied by a completed affidavit of loss, which is available from the Company. Upon surrender, the Company will pay the Cash Surrender Value plus any unpaid dividends determined prior to surrender (See Dividends) to the Owner in a single sum. The Cash Surrender Value equals the Cash Value on the date of surrender, less any Indebtedness, and less any surrender charge. (See Charges and Deductions - Contingent Deferred Sales Charge.) The Company will determine the Cash Surrender Value as of the date that an Owner's written request is received at the Company's Home Office. If the request is received on a Monthly Anniversary, the monthly deduction otherwise deductible will be included in the amount paid. Coverage under a Policy will terminate as of the date of surrender. The Insured must be living at the time of a surrender. A surrender may have 16 22 Federal income tax consequences. (See Federal Tax Matters.) Partial Withdrawals. After the first Policy Year, an Owner may make partial withdrawals from the Policy's Cash Surrender Value. There is no transaction charge for the first twelve partial withdrawals or requested transfers in a Policy Year. General American will impose a charge of $25 for each partial withdrawal or requested transfer in excess of twelve in a Policy Year. A partial withdrawal may have Federal income tax consequences. (See Federal Tax Matters.) The minimum amount of a partial withdrawal request, net of any applicable surrender charges, is the lesser of a) $500 from a Division of the Separate Account, or b) the Policy's Cash Value in a Division. (See Charges and Deductions - Contingent Deferred Sales Charge.) Partial withdrawals made during a Policy Year may not exceed the following limits. The maximum amount that may be withdrawn from a Division of the Separate Account is the Policy's Cash Value net of any applicable surrender charges in that Division. The total partial withdrawals and transfers from the General Account over the Policy Year may not exceed a maximum amount equal to the greatest of the following: (1) 25% of the Cash Surrender Value in the General Account at the beginning of the Policy Year, multiplied by the withdrawal percentage limit shown in the policy, or (2) the previous Policy Year's maximum amount. The Owner may allocate the amount withdrawn plus any applicable surrender charge, subject to the above conditions, among the Divisions of the Separate Account and the General Account. If no allocation is specified, then the partial withdrawal will be allocated among the Divisions of the Separate Account and the General Account in the same proportion that the Policy's Cash Value in each Division and the General Account bears to the total Cash Value of the Policy, less the Cash Value in the Loan Account, on the date the request for the partial withdrawal is received. If the limitations on withdrawals from the General Account will not permit this proportionate allocation, the Owner will be requested to provide an alternate allocation. (See The General Account.) No amount may be withdrawn that would result in there being insufficient Cash Value to meet any surrender charge that would be payable immediately following the withdrawal upon the surrender of the remaining Cash Value. The death benefit will be affected by a partial withdrawal, unless Death Benefit Option A or Option C is in effect and the withdrawal is made under the terms of an anniversary partial withdrawal rider. (See General Matters - Additional Insurance Benefits.) If Death Benefit Option A or Death Benefit Option C is in effect and the death benefit equals the Face Amount, then a partial withdrawal will decrease the Face Amount by an amount equal to the partial withdrawal plus the applicable surrender charge resulting from that partial withdrawal. If the death benefit is based on a percentage of the Cash Value, then a partial withdrawal will decrease the Face Amount by an amount by which the partial withdrawal plus the applicable surrender charge exceeds the difference between the death benefit and the Face Amount. If Death Option B is in effect, the Face Amount will not change. The Face Amount remaining in force after a partial withdrawal may not be less than the minimum Face Amount. Any request for a partial withdrawal that would reduce the Face Amount below this amount will not be implemented. Partial withdrawals may affect the way in which the cost of insurance charge is calculated and the amount of pure insurance protection afforded under a Policy. (See Monthly Deduction - Cost of Insurance.) Partial withdrawals will be applied first to reduce the initial Face Amount and then to each increase in Face Amount in order, starting with the first increase. The Company may change the minimum amount required for a partial withdrawal or the number of times partial withdrawals may be made. Pro-Rata Surrender. After the first Policy Year, an Owner can make a Pro-Rata Surrender of the Policy. The Pro-Rata Surrender will reduce the Face Amount and the Cash Value by a percentage chosen by the Owner. This percentage must be any whole number. A Pro-Rata Surrender may have Federal income tax consequences. (See Federal Tax Matters.) The percentage will be applied to the Face Amount and the Cash Value on the Monthly Anniversary on or following our receipt of the request. The Owner may allocate the amount of decrease in Cash Value plus any applicable surrender charge among the Divisions of the Separate Account and the General Account. (See Charges and Deductions - Contingent Deferred Sales Charge.) If no allocation is specified, then the decrease in Cash Value and any applicable surrender charge will be allocated among the Divisions of the Separate Account and the General Account in the same proportion that the Policy's Cash Value in each Division and the General Account bears to the total Cash Value of the Policy, less the Cash Value in the Loan Account, on the date the request for Pro-Rata Surrender is received. A Pro-Rata Surrender can not be processed if it will reduce the Face Amount below the minimum Face Amount of the Policy. No Pro-Rata Surrender will be processed for more Cash Surrender Value than is 17 23 available on the date of the Pro-Rata Surrender. A cash payment will be made to the Owner for the amount of Cash Value reduction less any applicable surrender charges. Pro-Rata Surrenders may affect the way in which the cost of insurance charge is calculated and the amount of the pure insurance protection afforded under the Policy. (See Monthly Deduction - Cost of Insurance.) Pro-Rata Surrenders will be applied to prior increases in the Face Amount, if any, in the reverse order in which such increases occurred, and then to the original Face Amount. Charges on Surrender, Partial Withdrawals and Pro-Rata Surrender. If a Policy is surrendered within the first ten Policy Years, the Contingent Deferred Sales Charge will apply. (See Contingent Deferred Sales Charge.) A partial withdrawal or Pro-Rata Surrender may also result in a Contingent Deferred Sales Charge. The amount of the charge assessed is a portion of the Contingent Deferred Sales Charge that would be deducted upon surrender or lapse. Charges are described in more detail under Charges and Deductions - Contingent Deferred Sales Charge. While partial withdrawals and Pro-Rata Surrenders are each methods of reducing a Policy's Cash Value, a Pro-Rata Surrender differs from a partial withdrawal in that a partial withdrawal does not typically have a proportionate effect on a Policy's death benefit by reducing the Policy's Face Amount, while a Pro-Rata Surrender does. Assuming that a Policy's death benefit is not a percentage of the Policy's Cash Value, a Pro-Rata Surrender will reduce the Policy's death benefit in the same proportion that the Policy's Cash Value is reduced, while a partial withdrawal will reduce the death benefit by one dollar for each dollar of Cash Value withdrawn. Partial Withdrawals and Pro-Rata Surrenders will also result in there being different cost of insurance charges subsequently deducted. (See Monthly Deduction - Cost of Insurance; Surrender, Partial Withdrawals and Pro-Rata Surrender - Partial Withdrawals; and Surrenders, Partial Withdrawals, and Pro-Rata Surrenders-Pro-Rata Surrender.) Transfers Under General American's current practices, a Policy's Cash Value, except amounts credited to the Loan Account, may be transferred among the Divisions of the Separate Account and for certain contracts, between the General Account and the Divisions. Transfers to and from the General Account are subject to restrictions (See The General Account). Requests for transfers from or among Divisions of the Separate Account may be made in writing or by telephone. Transfers from or among the Divisions of the Separate Account must be in amounts of at least $500 or, if smaller, the Policy's Cash Value in a Division. The first twelve requested transfers or partial withdrawals per policy year will be allowed free of charge. Thereafter, the Company will impose a charge of $25 for each requested transfer or partial withdrawal. General American ordinarily will make transfers and determine all values in connection with transfers as of the end of the Valuation Period during which the transfer request is received. All requests received on the same Valuation Date will be considered a single transfer request. Each transfer must meet the minimum requirement of $500 or the entire Cash Value in a Division, whichever is smaller. Where a single transfer request calls for more than one transfer, and not all of the transfers would meet the minimum requirements, General American will make those transfers that do meet the requirements. Transfers resulting from Policy Loans will not be counted for purposes of the limitations on the amount or frequency of transfers allowed in each Policy Month or Policy Year. Although General American currently intends to continue to permit transfers for the foreseeable future, the Policy provides that General American may at any time revoke, modify, or limit the transfer privilege, including the minimum amount transferable, the maximum General Account allocation percent, and the frequency of such transfers. Portfolio Rebalancing Over time, the funds in the General Account and the Divisions of the Separate Account will accumulate at different rates as a result of different investment returns. The Owner may direct that from time to time we automatically restore the balance of the Cash Value in the General Account and in the Divisions of the Separate Account to the percentages determined in advance. There are two methods of rebalancing available - periodic and variance. Periodic Rebalancing. Under this option the Owner elects a frequency (monthly, quarterly, semiannually or annually), measured from the Policy Anniversary. On each date elected, we will rebalance the funds by generating transfers to reallocate the funds according to the investment percentages elected. Variance Rebalancing. Under this option the Owner elects a specific allocation percentage for the General Account and each Division of the Separate Account. For each such account, the allocation percentage (if not zero) must be a whole percentage and must not be less than five percent (5%). The 18 24 Owner also elects a maximum variance percentage (5%, 10%, 15%, or 20% only), and can exclude specific funds from being rebalanced. On each Monthly Anniversary we will review the current fund balances to determine whether any fund balance is outside of the variance range (either above or below) as a percentage of the specified allocation percentage for that fund. If any fund is outside of the variance range, we will generate transfers to rebalance all of the specified funds back to the predetermined percentages. Owners should consider that portfolio rebalancing entails the transfer of Cash Value from better performing portfolios to lesser performing portfolios. Transfers resulting from portfolio rebalancing will not be counted against the total number of transfers allowed in a Policy Year before a charge is applied. The Owner may elect either form of portfolio rebalancing by specifying it on the policy application, or may elect it later for an in-force Policy, or may cancel it, by submitting a change form acceptable to General American under its administrative rules. Only one form of portfolio rebalancing may be elected at any one time, and portfolio rebalancing may not be used in conjunction with dollar cost averaging (see below). General American reserves the right to suspend portfolio rebalancing at any time on any class of Policies on a nondiscriminatory basis, or to charge an administrative fee for election changes in excess of a specified number in a Policy Year in accordance with its administrative rules. Dollar Cost Averaging The Owner may direct the Company to transfer amounts on a monthly basis from the Money Market Fund to any other Division of the Separate Account. This service is intended to allow the Owner to utilize "dollar cost averaging" ("DCA"), a long-term investment technique which provides for regular, level investments over time. The Company makes no guarantee that DCA will result in a profit or protect against loss. The following rules and restrictions apply to DCA transfers: (1) The minimum DCA transfer amount is $100. (2) A written election of the DCA service, on a form provided by the Company, must be completed by the Owner and on file with the Company in order to begin DCA transfers. (3) In the written election of the DCA service, the Owner indicates how DCA transfers are to be allocated among the Divisions of the Separate Account. For any Division chosen to receive DCA transfers, the minimum percentage that may be allocated to a Division is 5% of the DCA transfer amount, and fractional percentages may not be used. (4) DCA transfers can only be made from the Money Market Fund, and DCA transfers will not be allowed to the General Account. (5) The DCA transfers will not count against the Policy's normal transfer restrictions. (See Policy Rights -- Transfers.) (6) The DCA transfer percentages may differ from the allocation percentages the Owner specifies for the allocation of Net Premiums. (See Payment and Allocation of Premiums -- Allocation of Net Premiums and Cash Values.) (7) Once elected, DCA transfers from the Money Market Fund will be processed monthly until either the value in the Money Market Fund is completely depleted or the Owner instructs the Company in writing to cancel the DCA service. (8) Transfers as a result of a Policy Loan or repayment, or in exercise of the conversion privilege, are not subject to the DCA rules and restrictions. The DCA service terminates at the time the conversion privilege is exercised, when any outstanding amount in any Division of the Separate Account is immediately transferred to the General Account. (See Policy Rights - Loans, and Policy Rights - Conversion Privilege.) (9) DCA transfers will not be made until the Right to Examine Policy period has expired (See Policy Rights - Right to Examine Policy). The Company reserves the right to assess a processing fee for the DCA service. The Company reserves the right to discontinue offering DCA upon 30 days' written notice to Owners. However, any such discontinuation will not affect DCA services already commenced. The Company reserves the right to impose a minimum total Cash Value, less outstanding Indebtedness, in order to qualify for DCA service. Also, the Company reserves the right to change the minimum necessary Cash Value and the minimum required DCA transfer amount. Transfers made under Dollar Cost Averaging do not count against the total of twelve requested transfers 19 25 or partial withdrawals allowed without charge in a Policy Year. Right to Examine Policy The Owner may cancel a Policy within 20 days after receiving it (30 days if the Owner is a resident of California and is age 60 or older) or within 45 days after the application was signed, whichever is later. If a Policy is canceled within this time period, a refund will be paid. Where required by state law, the refund will equal all premiums paid under the Policy. Where required by state law, General American will refund an amount equal to the greater of premiums paid or (1) plus (2) where (1) is the difference between the premiums paid, including any policy fees or other charges, and the amounts allocated to the Separate Account under the Policy and (2) is the value of the amounts allocated to the Separate Account under the Policy on the date the returned Policy is received by General American or its agent. To cancel the Policy, the Owner should mail or deliver the Policy to either General American or the agent who sold it. A refund of premiums paid by check may be delayed until the Owner's check has cleared the bank upon which it was drawn. (See General Matters - Postponement of Payments from the Separate Account.) A request for an increase in Face Amount (see Policy Benefits - Death Benefit) may also be canceled. The request for cancellation must be made within the later of 20 days from the date the Owner received the new Policy specifications page for the increase, or 45 days after the application for the increase was signed. Death Benefit at Attained Age 100 If the Insured is living and the Policy is in force when the Insured reaches Attained Age 100, the death benefit will be equal to 101% of the Cash Value of the Policy unless the Lifetime Coverage Rider is in effect. (See Additional Insurance Benefits.) At that point, no further premium payments will be required or accepted, and no further monthly deductions will be taken to cover the cost of insurance. PAYMENT AND ALLOCATION OF PREMIUMS Issuance of a Policy Individuals wishing to purchase a Policy must complete an application and submit it to an authorized registered agent of General American or to General American's Home Office. A Policy will generally be issued to Insureds of Issue Ages 0 through 85 for regularly underwritten contracts, and to Insureds of Issue Ages 20 through 70 for Policies issued in qualified pension plans, for guaranteed issue contracts and, should they become available in the future, for simplified issue contracts. General American may, in its sole discretion, issue Policies to individuals falling outside of those Issue Ages. Acceptance of an application is subject to General American's underwriting rules and General American reserves the right to reject an application for any reason. The Issue Date is determined by General American in accordance with its standard underwriting procedures for variable life insurance policies. The Issue Date is used to determine Policy Anniversaries, Policy Years, and Policy Months. Insurance coverages under a Policy will not take effect until the Policy has been delivered and the initial premium has been paid prior to the Insured's death and prior to any change in health as shown in the application. Premiums The initial premium is due on the Issue Date, and may be paid to an authorized registered agent of General American or to General American at its Home Office. General American currently requires that the initial premium for a Policy be at least equal to one-twelfth (1/12) of the Minimum Premium for the Policy. The Minimum Premium is the amount specified for each Policy based on the requested initial Face Amount and the charges under the Policy which vary according to the Issue Age, sex, underwriting risk class, and smoker status of the Insured. (See Charges and Deductions.) For policies issued as a result of a term conversion from certain General American term policies, the Company requires the Owner to pay an initial premium, which combined with conversion credits given, if any, will equal one full "Minimum Premium" for the Policy. Following the initial premium, subject to the limitations described below, premiums may be paid in any amount and at any interval. Premiums after the first premium payment must be paid to General American at its Home Office. An Owner may establish a schedule of planned premiums which will be billed by the Company at regular intervals. Failure to pay planned premiums, however, will not itself cause the Policy to lapse. (See Policy Lapse and Reinstatement.) Premium receipts will be furnished upon request. An Owner may make unscheduled premium payments at any time in any amount, or skip planned premium payments, subject to the minimum and maximum premium limitations described below. 20 26 If a Policy is in the intended Owner's possession but the initial premium has not been paid, the Policy is not in force. The intended Owner is deemed to have the Policy for inspection only. Premium Limitations. Every premium payment must be at least $10. In no event may the total of all premiums paid in any Policy Year exceed the current maximum premium limitations for that Policy Year. Maximum premium limits for the Policy Year will be shown in an Owner's annual report. In general, for policies issued with Death Benefit Option A or Death Benefit Option B, the maximum premium limit for a Policy Year is the largest amount of premium that can be paid in that Policy Year such that the sum of the premiums paid under the Policy will not at any time exceed the guideline premium limitations needed to comply with the tax definition of life insurance. For policies issued with Death Benefit Option C, the company reserves the right to impose other restrictions upon the amount of premium that may be paid into the Policy. If at any time a premium is paid which would result in total premiums exceeding the current maximum premium limitations, the Company will only accept that portion of the premium which will make total premiums equal the maximum. Any part of the premium in excess of that amount will be returned or applied as otherwise agreed, and no further premiums will be accepted until allowed under the current maximum premium limitations. In addition to the foregoing tax definitional limits on premiums, for purposes of determining whether distributions (including loans) are a return of income first, the Company monitors the Policy to detect whether the "seven pay limit" has been exceeded. If the seven pay limit is exceeded, the Policy becomes a "Modified Endowment". The Company has adopted administrative steps designed to notify an Owner when it is believed that a premium payment will cause a Policy to become a modified endowment contract. The Owner will be given a limited amount of time to request that the premium be reversed in order to avoid the Policy's being classified as a modified endowment contract. (See Federal Tax Matters.) If the Company receives a premium payment which would cause the death benefit to increase by an amount that exceeds the Net Premium portion of the payment, then the Company reserves the right to (1) refuse that premium payment, or (2) require additional evidence of insurability before it accepts the premium. Allocation of Net Premiums and Cash Value Allocation of Net Premiums. In the application for a Policy, the Owner indicates how Net Premiums are to be allocated among the Divisions of the Separate Account, to the General Account (if available), or both. For each Division chosen, the minimum percentage that may be allocated to a Division is 5% of the Net Premium, and fractional percentages may not be used. Certain other restrictions apply to allocations made to the General Account (see General Account). For policies issued with an allowable percentage to the General Account of more than 5%, the minimum percentage is 5%, and fractional percentages may not be used. The allocation for future Net Premiums may be changed without charge at any time by providing notice to the Company. Any change in allocation will take effect immediately upon receipt by the Company of written notice. No charge is imposed for changing the allocations of future premiums. The initial allocation will be shown on the application which is attached to the Policy. The Company may at any time modify the maximum percentage of future Net Premiums that may be allocated to the General Account. During the period from the Issue Date to the end of the Right to Examine Policy Period (See Policy Rights - Right to Examine Policy), Net Premiums will automatically be allocated to the Division that invests in the Money Market Fund of Capital Company. When this period expires, the Policy's Cash Value in that Division will be transferred to the Divisions of the Separate Account and to the General Account (if available) in accordance with the allocation requested in the application for the Policy, or any allocation instructions received subsequent to receipt of the application. Net Premiums received after the Right to Examine Policy Period will be allocated according to the allocation instructions most recently received by the Company unless otherwise instructed for that particular premium receipt. The Policy's Cash Value may also be transferred between Divisions of the Separate Account, and, if the General Account is available under the Policy, between those Divisions and the General Account. (See Policy Rights - Transfers.) The value of amounts allocated to Divisions of the Separate Account will vary with the investment performance of the chosen Divisions and the Owner bears the entire investment risk. This will affect the Policy's Cash Value, and may affect the death benefit as well. Owners should periodically review their allocations of Net Premiums and the Policy's Cash Value in light of market conditions and their overall financial planning requirements. 21 27 Policy Lapse and Reinstatement Lapse. Unlike conventional whole life insurance policies, the failure to make a premium payment following the initial premium will not itself cause a Policy to lapse. If, during the first five Policy Years, the sum of all premiums paid on the Policy, reduced by any partial withdrawals and any outstanding loan balance, is greater than or equal to the sum of the No Lapse Monthly Premiums for the elapsed months since the Issue Date, the Policy will not lapse as a result of the Cash Value less any loans, loan interest due, and any surrender charge being insufficient to pay the monthly deduction. Lapse will occur (except as described above) when the Cash Surrender Value is insufficient to cover the monthly deduction, and a grace period expires without a sufficient payment being made. The grace period, which is 62 days, begins on the Monthly Anniversary on which the Cash Surrender Value becomes insufficient to meet the next monthly deduction. The Company will notify the Owner at the beginning of the grace period by mail addressed to the last known address on file with the Company. The notice to the Owner will indicate the amount of additional premium that must be paid. The amount of the premium required to keep the Policy in force will be the amount to cover the outstanding monthly deductions and premium expense charges. (See Charges and Deductions - Monthly Deduction.) If the Company does not receive the required amount within the grace period, the Policy will lapse and terminate without Cash Value. If the Insured dies during the grace period, any overdue monthly deductions will be deducted from the death benefit otherwise payable. Reinstatement. The Owner may reinstate a lapsed Policy by written application any time within five years after the date of lapse and before the Insured's Attained Age 100. Reinstatement is subject to the following conditions: 1. Evidence of the insurability of the Insured satisfactory to the Company (including evidence of insurability of any person covered by a rider to reinstate the rider). 2. Payment of a premium that, after the deduction of premium expense charges, is large enough to cover: (a) the monthly deductions due at the time of lapse, and (b) two times the monthly deduction due at the time of reinstatement. 3. Payment or reinstatement of any Indebtedness. Any Indebtedness reinstated will cause Cash Value of an equal amount also to be reinstated. Any loan interest due and unpaid on the Policy Anniversary prior to reinstatement must be repaid at the time of reinstatement. Any loan paid at the time of reinstatement will cause an increase in Cash Value equal to the amount to be reinstated. The Policy cannot be reinstated if it has been surrendered. The amount of Cash Value on the date of reinstatement will be equal to the amount of any Policy Loan reinstated, increased by the Net Premiums paid at reinstatement, any Policy Loan paid at the time of reinstatement, and the amount of any surrender charge paid at the time of lapse. The Insured must be alive on the date the Company approves the application for reinstatement. If the Insured is not then alive, such approval is void and of no effect. The effective date of reinstatement will be the date the Company approves the application for reinstatement. There will be a full monthly deduction for the Policy Month which includes that date. (See Charges and Deductions-Monthly Deduction.) The surrender charge in effect at the time of reinstatement will equal the surrender charge in effect at the time of lapse. CHARGES AND DEDUCTIONS Charges will be deducted in connection with the Policy to compensate the Company for providing the insurance benefits set forth in the Policy and any additional benefits added by rider, administering the Policies, incurring expenses in distributing the Policies, and assuming certain risks in connection with the Policy. Premium Expense Charges Prior to allocation of Net Premiums, premium payments will be reduced by premium expense charges consisting of a sales charge and a charge for premium taxes. The premium payment less the premium expense charge equals the Net Premium. Sales Charge. A sales charge will be deducted from each premium payment to partially compensate the Company for expenses incurred in distributing the Policy and any additional benefits provided by riders. The Company currently intends to deduct a sales charge determined according to the following schedule: 22 28 Policy Year 1 15% of premium up to Target 5% of premium above Target Policy Years 2-10 5% of all premium paid Policy Years 11+ 2% of all premium paid For policies issued in the state of Oregon, the amounts shown above are increased by 2%. The guaranteed sales charge varies for policies issued in Texas. As of the date of this prospectus, the current sales charge for Texas policies is the same as shown above. The expenses covered by the sales charge include agent sales commissions, the cost of printing Prospectuses and sales literature, and any advertising costs. Where Policies are issued to Insureds with higher mortality risks or to Insureds who have selected additional insurance benefits, a portion of the amount deducted for sales charge is used to pay distribution expenses and other costs associated with these additional coverages. No increase in this sales charge will occur that would result in an increase in the sales charge percentage deducted in any previous Policy year. A Contingent Deferred Sales Charge is also imposed under certain circumstances for expenses incurred in distributing the Policies. That charge is discussed below. To the extent that sales expenses are not recovered from the sales charge and the surrender charge, those expenses may be recovered from other sources, including the mortality and expense risk charge described below. Premium Taxes. Various states or other governing jurisdictions and their subdivisions impose a tax on premiums received by insurance companies. Premium taxes vary by jurisdiction. A deduction equal to the amount of the actual premium tax (if any) is taken from each premium payment for these taxes. The deduction allows the Company to pass through the amount of the taxes imposed on the policy by the state or other governing jurisdiction and any subdivisions thereof. State premium taxes currently range from 0% to 3.5% (4% in Puerto Rico), with an average of approximately 2.1%. Federal Tax Charge. This charge is designed to pass through the equivalent of the federal tax consequences applicable to the policy. The charge is currently 1.3% of premium paid, and is guaranteed not to increase except to the extent of any increases in the federal tax Monthly Deduction Charges will be deducted monthly from the Cash Value of each Policy ("the monthly deduction") to compensate the Company for (a) certain administrative costs; (b) the cost of insurance; and (c) the cost of optional benefits added by rider. The monthly deduction will be taken on the Investment Start Date and on each Monthly Anniversary. It will be allocated among the General Account and each Division of the Separate Account in the same proportion that a Policy's Cash Value in the General Account and the Policy's Cash Value in each Division bear to the total Cash Value of the Policy, less the Cash Value in the Loan Account, on the date the deduction is taken. Because portions of the monthly deduction, such as the cost of insurance, can vary from month to month, the monthly deduction itself can vary in amount from month to month. Selection and Issue Expense Charge. During the first ten Policy Years, and during the first ten Policy Years following an increase in Face Amount, the Company generally assesses a monthly charge to cover the costs associated with the underwriting and issue of the policy or the increase. The monthly charge per $1,000 of face amount ranges from approximately 4 cents to 65 cents, and varies by issue age, risk class, and (except on unisex Policies) sex of the Insured. The duration of the guaranteed charges varies for policies issued in Texas. On a current basis, as of the date of this prospectus, the duration is the same as described above. Monthly Administrative Charge. The Company has responsibility for the administration of the Policies and the Separate Account. Administrative expenses include premium billing and collection, record keeping, processing death benefit claims, cash surrenders, partial withdrawals, Policy changes, and reporting and overhead costs, processing applications, and establishing Policy records. As reimbursement for administrative expenses related to the maintenance of each Policy and the Separate Account, the Company assesses a monthly administration charge from each Policy. This charge is generally $25 per month in the first Policy Year, and $6 per month for all Policy Years thereafter, and is guaranteed not to increase while the Policy is in force. The Company may administer the Policy itself, or may purchase administrative services from such sources (including affiliates) as may be available. Such services will be acquired on a basis which, in the Company's sole discretion, affords the best services at the lowest cost. The Company reserves the right to select a company to provide services which the Company deems, in its sole discretion, is the best able to perform such services in a satisfactory manner even though the costs for such services may be higher than would prevail elsewhere. Cost of Insurance. The cost of insurance is deducted on each Monthly Anniversary for the following 23 29 Policy Month. Because the cost of insurance depends upon a number of variables, the cost will vary for each Policy Month. The cost of insurance is determined separately for the initial Face Amount and for any subsequent increases in Face Amount. The Company will determine the cost of insurance charge by multiplying the applicable cost of insurance rate or rates by the net amount at risk (defined below) for each Policy Month. The cost of insurance rates are determined at the beginning of each Policy Year for the initial Face Amount and each increase in Face Amount. The rates will be based on the Attained Age, duration, rate class, and (except for unisex Policies) sex of the Insured at issue or the date of an increase in Face Amount. (See Unisex Requirements Under Montana Law.) The cost of insurance rates generally increase as the Insured's Attained Age increases. The rate class of an Insured also will affect the cost of insurance rate. For the initial Face Amount, the Company will use the rate class on the Issue Date. For each increase in Face Amount, other than one caused by a change in the death benefit option, the Company will use the rate class applicable to that increase. If the death benefit equals a percentage of Cash Value, an increase in Cash Value will cause an automatic increase in the death benefit. The rate class for such increase will be the same as that used for the most recent increase that required proof of insurability. The Company currently places Insureds into a preferred rate class, a standard rate class, or into rate classes involving a higher mortality risk. The degree of underwriting imposed may vary from full underwriting, to simplified issue underwriting, to guaranteed issue underwriting. Actual cost of insurance rates may change, and the actual monthly cost of insurance rates will be determined by the Company based on its expectations as to future mortality experience. However, the actual cost of insurance rates will not be greater than the guaranteed cost of insurance rates set forth in the Policy. For fully underwritten, guaranteed issue and simplified issue Policies which are not in a substandard risk class, the guaranteed cost of insurance rates are equal to 100% of the rates set forth in the male/female smoker/non-smoker 1980 CSO Mortality Tables (1980 CSO Tables NA and SA and 1980 CSO Tables NG and SG for sex distinct; 1980 CSO Tables NB and SB for unisex policies issued in qualified pension plans; 1980 CSO Tables NA and SA for unisex policies issued in compliance with Montana law), for the age nearest birthday. Higher rates apply if the Insured is determined to be in a substandard risk class. In two otherwise identical Policies, an Insured in the preferred rate class will have a lower cost of insurance than an Insured in a rate class involving higher mortality risk. Each rate class is also divided into two categories: smokers and nonsmokers. Nonsmoker Insureds will generally incur a lower cost of insurance than similarly situated Insureds who smoke. (Insureds under Attained Age 20 are automatically assigned to the non-smoker rate class.) Policies issued with simplified underwriting or guaranteed issue will in general incur a higher cost of insurance than fully underwritten Policies. Guaranteed issue Policies will in general incur the highest current or actual cost of insurance rates. The net amount at risk for a Policy Month is (a) the death benefit at the beginning of the Policy Month divided by 1.0032737 (which reduces the net amount at risk, solely for purposes of computing the cost of insurance, by taking into account assumed monthly earnings at an annual rate of 4%), less (b) the Cash Value at the beginning of the Policy Month. If there is an increase in the Face Amount, a net amount at risk will be calculated separately for the initial Face Amount and for each increase in Face Amount. If Death Benefit Option A or Death Option C is in effect, for purposes of determining the net amounts at risk for the initial Face Amount and for each increase in Face Amount, Cash Value will first be considered a part of the initial Face Amount. If the Cash Value is greater than the initial Face Amount, the excess Cash Value will then be considered a part of each increase in order, starting with the first increase. If Death Benefit Option B is in effect, the net amount at risk will be determined separately for the initial Face Amount and for each increase in Face Amount. In calculating the cost of insurance charges, the cost of insurance rate for a Face Amount is applied to the net amount at risk for that Face Amount. Additional Insurance Benefits. The monthly deduction will include charges for any additional benefits provided by rider. (See General Matters - Additional Insurance Benefits.) Contingent Deferred Sales Charge ("CDSC") For a period of up to ten years after the Issue Date, and for a period of up to ten years following an increase in the Face Amount, the Company will impose a CDSC upon surrender or lapse of the Policy, upon a partial withdrawal, or upon a Pro-Rata Surrender. The amount of the charge assessed will depend upon a number of factors, including the type of event (a full surrender, lapse, or partial withdrawal), the amount of any premium payments made under the Policy prior to the event, and the number of Policy Years having elapsed since the Policy was issued. 24 30 The Contingent Deferred Sales Charge compensates the Company for expenses relating to the distribution of the Policy, including agents' commissions, advertising, and the printing of the Prospectus and sales literature. Calculation of Charge. If a Policy is surrendered, the charge will not exceed the Contingent Deferred Sales Charge Percentage multiplied by the annual Target Premium attributable to the base policy or to the increase in Face Amount. The Contingent Deferred Sales Charge Percentage is shown in the following table. Contingent Deferred Sales Charge Percentage Table If surrender or lapse The percentage of the occurs in the last month annual Target of Policy Year: Premium payable is: 1 through 5 45% 6 40% 7 30% 8 20% 9 10% 10 and later 0% In addition, the percentages are reduced equally for each Policy Month during the years shown. For example, during the seventh year, the percentage is reduced equally each month from 40% at the end of the sixth Year to 30% at the end of the seventh Year. This table may be modified if required by law or regulation of the governing jurisdiction. Charge Assessed Upon Partial Withdrawals or Pro-Rata Surrender. The amount of the Contingent Deferred Sales Charge deducted upon a partial withdrawal or Pro-Rata Surrender will equal a fraction of the charge that would be deducted if the Policy were surrendered at that time. The fraction will be determined by dividing the amount of the withdrawal of cash by the Cash Value before the withdrawal and multiplying the result by the charge. Immediately after a withdrawal, the Policy's remaining surrender charge will equal the amount of the surrender charge immediately before the withdrawal less the amount deducted in connection with the withdrawal. Transaction Charges. There are no transaction charges for processing the first twelve transfers or partial withdrawals in a policy year. There is a charge of $25 for each transfer or partial withdrawal in excess of twelve. Adjustment of Charges. The Policy is available for purchase by individuals, corporations, and other institutions. For certain individuals and certain corporate or other group or sponsored arrangements purchasing one or more Policies, General American may waive or adjust the amount of the Sales Charge, Contingent Deferred Sales Charge, monthly administrative charge, or other charges where the expenses associated with the sale of the Policy or Policies or the underwriting or other administrative costs associated with the Policy or Policies warrant an adjustment. Sales, underwriting, or other administrative expenses may be reduced for reasons such as expected economies resulting from a corporate purchase or a group or sponsored arrangement; from the amount of the initial premium payment or payments; or from the amount of projected premium payments. General American will determine in its discretion if, and in what amount, an adjustment is appropriate. The Company may modify its criteria for qualification for adjustment of charges as experience is gained, subject to the limitation that such adjustments will not be unfairly discriminatory against the interests of any Owner. Separate Account Charges Mortality and Expense Risk Charge. General American will deduct a daily charge from the Separate Account. The amount of the deduction is determined as a percentage of the average net assets of each Division of the Separate Account. The daily deduction percentages, and the equivalent effective annual rate, are: Policy Years Daily Charge Annual Factor Equivalent 1-10 .0015027% 0.55% 11-20 .0012301% 0.45% 21+ .0009572% 0.35% This deduction is guaranteed not to increase while the Policy is in force. General American may realize a profit from this charge. The mortality risk assumed by General American is that Insureds may die sooner than anticipated and that therefore General American will pay an aggregate amount of death benefits greater than anticipated. The expense risk assumed is that expenses incurred in issuing and administering the Policy will exceed the amounts realized from the administrative charges assessed against the Policy. Fund Expenses. The value of the net assets of the Separate Account will reflect the investment advisory fee and other expenses incurred by the underlying investment companies. A summary of the annual Fund operating expenses in provided on page 4 of this prospectus. See the prospectuses for the respective Funds for a description of investment advisory fees and other expenses. 25 31 Taxes. No charges are currently made to the Separate Account for Federal, state, or local taxes that the Company incurs which may be attributable to such Separate Account or to the Policy. The Company may make such a charge for any such taxes or economic burden resulting from the application of the tax laws that it determines to be properly attributable to the Separate Account or to the Policy. (See Federal Tax Matters.) DIVIDENDS The Policy is issued both as a participating Policy, which provides the Owner an ownership interest in General American Mutual Holding Company, the parent company of General American Life Insurance Company and as a non-participating Policy, which provides no ownership interest in General American Mutual Holding Company or General American Life Insurance Company. However, we do not anticipate that the Policy will share in the divisible surplus of the Company in the form of a dividend. THE GENERAL ACCOUNT Because of exemptive and exclusionary provisions, interests in the General Account have not been registered under the Securities Act of 1933 and the General Account has not been registered as an investment company under the 1940 Act. Accordingly, neither the General Account nor any interests therein are subject to the provisions of these Acts and, as a result, the staff of the SEC has not reviewed the disclosure in this Prospectus relating to the General Account. The disclosure regarding the General Account may, however, be subject to certain generally applicable provisions of the Federal securities laws relating to the accuracy and completeness of statements made in prospectuses. Note: The General Account is not available in the State of Texas. General Description The General Account consists of all assets owned by General American other than those in the Separate Account and other separate accounts. Subject to applicable law, General American has sole discretion over the investment of the assets of the General Account. At issue, General American will determine the maximum percentage of the non-borrowed Cash Value that may be allocated, either initially or by transfer, to the General Account. The ability to allocate Net Premiums or to transfer Cash Value to the General Account may not be made available, in the Company's discretion, under certain Policies. Further, the option may be limited with respect to some Policies. The Company may, from time to time, adjust the extent to which premiums or Cash Value may be allocated to the General Account (the "maximum allocation percentage"). Such adjustments may not be uniform as to all Policies. General American may at any time modify the General Account maximum allocation percent. Subject to this maximum, an Owner may elect to allocate Net Premiums to the General Account, the Separate Account, or both. Subject to this maximum, the Owner may also transfer Cash Value from the Divisions of the Separate Account to the General Account, or from the General Account to the Divisions of the Separate Account. The allocation of Net Premiums or the transfer of Cash Value to the General Account does not entitle an Owner to share in the investment experience of the General Account. Instead, General American guarantees that Cash Value allocated to the General Account will accrue interest at a rate of at least 4%, compounded annually, independent of the actual investment experience of the General Account. The Loan Account is part of the General Account in states other than Texas. The Policy This Prospectus describes a flexible premium variable life insurance policy. This Prospectus is generally intended to serve as a disclosure document only for the aspects of the Policy relating to the Separate Account. For complete details regarding the General Account, see the Policy itself. General Account Benefits If the Owner allocates all Net Premiums only to the General Account and makes no transfers, partial withdrawals, Pro-Rata Surrenders, or Policy Loans, the entire investment risk will be borne by General American, and General American guarantees that it will pay at least a minimum specified death benefit. The Owner may select Death Benefit Option A, B or C under the Policy and may change the Policy's Face Amount subject to satisfactory evidence of insurability. General Account Cash Value Net Premiums allocated to the General Account are credited to the Cash Value. General American bears the full investment risk for these amounts and guarantees that interest will be credited to each Owner's Cash Value in the General Account at a rate of no less than 4% per year, compounded annually. General American may, AT ITS SOLE DISCRETION, credit a higher rate of interest, 26 32 although it is not obligated to credit interest in excess of 4% per year, and might not do so. ANY INTEREST CREDITED ON THE POLICY'S CASH VALUE IN THE GENERAL ACCOUNT IN EXCESS OF THE GUARANTEED MINIMUM RATE OF 4% PER YEAR WILL BE DETERMINED IN THE SOLE DISCRETION OF GENERAL AMERICAN. THE POLICY OWNER ASSUMES THE RISK THAT INTEREST CREDITED MAY NOT EXCEED THE GUARANTEED MINIMUM RATE OF 4% PER YEAR. If excess interest is credited, a different rate of interest may be applied to the Cash Value in the Loan Account. The Cash Value in the General Account will be calculated on each Monthly Anniversary of the Policy. General American guarantees that, on each Valuation Date, the Cash Value in the General Account will be the amount of the Net Premiums allocated or Cash Value transferred to the General Account, plus interest at the rate of 4% per year, plus any excess interest which General American credits and any amounts transferred into the General Account, less the sum of all Policy charges allocable to the General Account and any amounts deducted from the General Account in connection with partial withdrawals, Pro-Rata Surrenders, surrender charges or transfers to the Separate Account. Transfers, Surrenders, Partial Withdrawals and Policy Loans After the first Policy Year, a portion of Cash Value may be withdrawn from the General Account or transferred from the General Account to the Separate Account. A partial withdrawal, net of any applicable surrender charges, and any transfer must be at least $500 or, the Policy's entire Cash Value in the General Account if less than $500. No amount may be withdrawn from the General Account that would result in there being insufficient Cash Value to meet any surrender charges that would be payable immediately following the withdrawal upon the surrender of the remaining Cash Value of the Policy. The total amount of transfers and withdrawals in a Policy Year may not exceed a Maximum Amount equal to the greater of (a) 25% of a Policy's Cash Surrender Value in the General Account at the beginning of the Policy Year, or (b) the previous Policy Year's Maximum Amount (not to exceed the total Cash Surrender Value of the Policy). Transfers to the General Account are limited by the maximum allocation percentage (described below) in effect for a Policy at the time a transfer request is made. Policy Loans may also be made from the Policy's Cash Value in the General Account. Loans and withdrawals from the General Account may have Federal income tax consequences. (See Federal Tax Matters.) There is no transaction charge for the first twelve partial withdrawals or requested transfers in a Policy Year. General American will impose a charge of $25 for each partial withdrawal or requested transfer in excess of twelve in a Policy Year. General American may revoke or modify the privilege of transferring amounts to or from the General Account at any time. Partial withdrawals and Pro-Rata Surrenders will result in the imposition of the applicable surrender charge. Transfers, surrenders, partial withdrawals and Pro-Rata Surrenders payable from the General Account and the payment of Policy Loans allocated to the General Account may, subject to certain limitations, be delayed for up to six months. However, if payment is deferred for 30 days or more, General American will pay interest at the rate of 2.5% per year for the period of the deferment. Amounts from the General Account used to pay premiums on policies with General American will not be delayed. GENERAL MATTERS Postponement of Payments from the Separate Account The Company usually pays amounts payable on partial withdrawal, Pro-Rata Surrender, surrender, or Policy Loan allocated to the Separate Account Divisions within seven days after written notice is received. Payment of any amount payable from the Divisions of the Separate Account upon surrender, partial withdrawals, Pro-Rata Surrender, or death of Insured, as well as payments of a Policy Loan and transfers, may be postponed whenever: (1) the New York Stock Exchange is closed other than customary weekend and holiday closings, or trading on the New York Stock Exchange is restricted as determined by the SEC; (2) the SEC by order permits postponement for the protection of Owners; or (3) an emergency exists, as determined by the SEC, as a result of which disposal of securities is not reasonably practicable or it is not reasonably practicable to determine the value of the Separate Account's net assets. The Company may defer payment of the portion of any Policy Loan from the General Account for not more than six months. Payments under the Policy of any amounts derived from premiums paid by check may be delayed until the Owner's check has cleared the bank upon which it was drawn. 27 33 The Contract The Policy, the attached application, any riders, endorsements, any application for an increase in Face Amount, and any application for reinstatement constitute the entire contract. All statements made by the Insured in the application and any supplemental applications can be used to contest a claim or the validity of the Policy. Any change to the Policy must be in writing and approved by the President, a Vice President, or the Secretary of the Company. No agent has the authority to alter or modify any of the terms, conditions, or agreements of the Policy or to waive any of its provisions. Control of Policy The Insured is the Owner of the Policy unless another person or entity is shown as the Owner in the application. Ownership may be changed, however, as described below. The Owner is entitled to all rights provided by the Policy. Any person whose rights of ownership depend upon some future event does not possess any present rights of ownership. If there is more than one Owner at a given time, all Owners must exercise the rights of ownership by joint action. If the Owner dies, and the Owner is not the Insured, the Owner's interest in the Policy becomes the property of his or her estate unless otherwise provided. Unless otherwise provided, the Policy is jointly owned by all Owners named in the Policy or by the survivors of those joint Owners. Unless otherwise stated in the Policy, the final Owner is the estate of the last joint Owner to die. The Company may rely on the written request of any trustee of a trust which is the Owner of the Policy, and the Company is not responsible for the proper administration of any such trust. Beneficiary The Beneficiary(ies) is (are) the person(s) specified in the application or by later designation. Unless otherwise stated in the Policy, the Beneficiary has no rights in a Policy before the death of the Insured. If there is more than one Beneficiary at the death of the Insured, each Beneficiary will receive equal payments unless otherwise provided by the Owner. If no Beneficiary is living at the death of the Insured, the proceeds will be payable to the Owner or, if the Owner is not living, to the Owner's estate. The Company permits the designation of various types of trusts as Beneficiary(ies), including trusts for minor beneficiaries, trusts under a will, and trusts under a separate written agreement. An Owner is also permitted to designate several types of beneficiaries, including business beneficiaries. Change of Owner or Beneficiary The Owner may change the ownership and/or Beneficiary designation by written request in a form acceptable to the Company at any time during the Insured's lifetime subject to any restrictions stated in the Policy and this Prospectus. The Company may require that the Policy be returned for endorsement of any change. If acceptable to us, the change will take effect as of the date the request is signed, whether or not the Insured is living when the request is received at the Company's Home Office. The Company is not liable for any payment made or action taken before the Company received the written request for change. If the Owner is also a Beneficiary of the Policy at the time of the Insured's death, the Owner may, within sixty days of the Insured's death, designate another person to receive the Policy proceeds. Any change will be subject to any assignment of the Policy or any other legal restrictions. Policy Changes The Company reserves the right to limit the number of changes to a Policy to one per Policy Year and to restrict changes in the first Policy Year. Currently, only one change is permitted during any Policy Year and no change may be made during the first Policy Year. For this purpose, changes include increases or decreases in Face Amount and changes in the death benefit option. No change will be permitted, if as a result, the Policy would fail to satisfy the definition of life insurance in Section 7702 of the Internal Revenue Code or any applicable successor provision. Conformity with Statutes If any provision in a Policy is in conflict with the laws of the state governing the Policy, the provision will be deemed to be amended to conform to such laws. In addition, the Company reserves the right to change the Policy if it determines that a change is necessary to cause this Policy to comply with, or give the Owner the benefit of any Federal or state statute, rule, or regulation, including, but not limited to, requirements of the Internal Revenue Code, or its regulations or published rulings. Claims of Creditors To the extent permitted by law, neither the Policy nor any payment under it will be subject to the claims of creditors or to any legal process. Incontestability The Policy is incontestable after it has been in force for two years from the Issue Date during the lifetime of the Insured. An increase in Face Amount or addition of a rider after the Issue Date is 28 34 incontestable after such increase or addition has been in force for two years from its effective date during the lifetime of the Insured. Any reinstatement of a Policy is incontestable only after it has been in force during the lifetime of the Insured for two years after the effective date of the reinstatement. Assignment The Company will be bound by an assignment of a Policy only if: (a) the assignment is in writing; (b) the original assignment instrument or a certified copy thereof is filed with the Company at its Home Office; and (c) the Company returns an acknowledged copy of the assignment instrument to the Owner. The Company is not responsible for determining the validity of any assignment. Payment of Policy proceeds is subject to the rights of any assignee of record. If a claim is based on an assignment, the Company may require proof of the interest of the claimant. A valid assignment will take precedence over the claim of any Beneficiary. Suicide Suicide within two years of the Issue Date is not covered by the Policy. If the Insured dies by suicide, while sane or insane, within two years from the Issue Date (or within the maximum period permitted by the laws of the state in which the Policy was delivered, if less than two years), the amount payable will be limited to premiums paid, less any partial withdrawals and outstanding Indebtedness subject to certain limitations, if the Insured, while sane or insane, dies by suicide within two years after the effective date of an increase in Face Amount, the death benefit for that increase will be limited to the amount of the monthly deductions for the increase. If the Insured is a Missouri citizen when the Policy is issued, this provision does not apply on the Issue Date of the Policy, or on the effective date of any increase in Face Amount, unless the Insured intended suicide when the Policy, or the increase in Face Amount, was applied for. Misstatement of Age or Sex and Corrections If the age or sex (except in unisex Policies, see Unisex Requirements Under Montana Law) of the Insured has been misstated in the application, the amount of the death benefit will be that which the most recent cost of insurance charge would have purchased for the correct age and sex. Any payment or Policy changes made by the Company in good faith, relying on its records or evidence supplied with respect to such payment, will fully discharge the Company's duty. The Company reserves the right to correct any errors in the Policy. Additional Insurance Benefits Subject to certain requirements, one or more of the following additional insurance benefits may be added to a Policy by rider. The descriptions below are intended to be general; the terms of the Policy riders providing the additional benefits may vary from state to state, and the Policy should be consulted. The cost of any additional insurance benefits which require additional charges will be deducted as part of the monthly deduction from the Policy's Cash Value. (See Charges and Deductions - Monthly Deduction.) Certain restrictions may apply and are described in the applicable rider. An insurance agent authorized to sell the Policy can describe these extra benefits further. Samples of the provisions are available from General American upon written request. Waiver of Monthly Deduction Rider. Provides for the waiver of the monthly deductions while the Insured is totally disabled, subject to certain limitations described in the rider. The Insured must have become disabled after age 5 and before age 65. Waiver of Specified Premium Rider. Provides for crediting the Policy's Cash Value with a specified monthly premium while the Insured is totally disabled. The monthly premium selected at issue is not guaranteed to keep the Policy in force. The Insured must have become disabled after age 5 and before age 65. Adjustable Benefit Term Rider. This rider allows an employer who is the Owner to provide adjustable term insurance to comply with the terms of an associated employee benefit plan. The increase in coverage occurs on each Policy Anniversary. Anniversary Partial Withdrawal Rider. This rider allows the owner to withdraw up to 15% of the Policy's Cash Surrender Value on any Policy Anniversary without reducing the Face Amount. A Contingent Deferred Sales Charge will still apply. Guaranteed Survivor Purchase Option (GSPO-Plus). This rider grants the policy Owner or the Insured's Beneficiary the option to purchase, upon the death of the Insured, on the 10th anniversary of the rider, and on the rider anniversary nearest the Designated Life's 65th birthday, a specified amount of additional insurance coverage on the Designated Life (or Lives) without furnishing evidence of insurability. Supplemental Coverage Term Rider. This rider provides level term insurance on the life of the Insured under the base policy. It can be added only 29 35 at issue. It cannot be increased or added to an existing Policy. Preliminary Term Insurance. This rider provides preliminary term insurance from the date of hire of a new employee until the plan anniversary when a corporate-sponsored Policy is issued. The rider provides level term insurance equal to the initial face amount of the Policy and all attached riders. Accelerated Benefit Rider. This rider provides a benefit to the Owner if the Insured becomes terminally ill and is not expected to live more then twelve months. The Owner may receive 25%, 50% or 75% (but no more than $250,000) of the eligible proceeds in a lump sum. "Eligible proceeds" means the death benefit that would have been payable had the insured died on the date the rider is exercised. Children's Insurance Rider. This rider allows the Policy Owner to add term insurance coverage on his or her children. Secondary Guarantee Rider. This rider guarantees that if, during the secondary guarantee period, the sum of all premiums paid on the Policy, reduced by any partial withdrawals and any outstanding loan balance, is greater than or equal to the sum of the secondary guarantee premiums required since the Issue Date, the Policy will not lapse as a result of a Cash Value less any loans, loans interest due, and any surrender charge being insufficient to pay the monthly deduction. The secondary guarantee period is the lesser of twenty Policy Years, or the number of Policy Years until the Insured reaches Attained Age 70. For Policies issued after Attained Age 60, the secondary guarantee period is ten Policy Years. Lifetime Coverage Rider. This rider provides the continuation of the Policy's face amount beyond age 100, provided the policy remains in force to age 100 with a positive cash surrender value. If the Policy is in force after the Insured's Attained Age 100, the death benefit will be the greater of the face amount or 101% of the Cash Value. Records and Reports The Company will maintain all records relating to the Separate Account and will mail to the Owner once each Policy Year, at the last known address of record, a report which shows the current Policy values, premiums paid, deductions made since the last report, and any outstanding Policy Loans. The Owner will also be sent a periodic report for each Fund. Receipt of premium payments, transfers, partial withdrawals, Pro-Rata Surrenders, Policy Loans, loan repayments, changes in death benefit options, increases or decreases in Face Amount, surrenders and reinstatements will be confirmed promptly following each transaction. An Owner may request in writing a projection of illustrated future Cash Surrender Values and death benefits. This projection will be furnished by the Company for a nominal fee which will not exceed $25. DISTRIBUTION OF THE POLICIES The Policy will be sold by individuals who, in addition to being licensed as life insurance agents for the Company, are also registered representatives of Walnut Street Securities, Inc. ("Walnut Street"), the principal underwriter of the Policy, or of broker-dealers who have entered into written sales agreements with Walnut Street. Walnut Street was incorporated under the laws of Missouri in 1984 and is a wholly-owned subsidiary of General American Holding Company, which is, in turn, a wholly-owned subsidiary of the Company. Walnut Street is registered with the SEC under the Securities Exchange Act of 1934 as a broker-dealer and is a member of the National Association of Securities Dealers, Inc. No director or officer of Walnut Street owns any units in the Separate Account. Writing agents will receive commissions based on a commission schedule and rules. Currently, agent first-year commissions equal 50% of target premiums and 2.25% of excess premium paid in Policy Year 1. In renewal years, the agent commissions vary from 1.0% to 2.0% of premiums paid in Policy Years 2 and later, depending on the agent's contract type. An additional service fee, determined as a percentage of the Policy's unloaned Cash Value, is also paid. The percentage varies by Policy Year from 0% to 0.20% of average monthly unloaned assets. Reductions may be possible under the circumstances outlined in the section entitled Adjustment of Charges. General Agents receive compensation which may be in part based on the level of agent commissions in their agencies. As principal underwriter for the Policies, Walnut Street receives commission income. Walnut Street receives an administrative fee of 2% of premium from sales of the Policies. The general agent commission schedules and rules differ for different types of agency contracts. General American may use other distribution channels to sell the non-participating version of the Policy. 30 36 FEDERAL TAX MATTERS Introduction The following summary provides a general description of the Federal income tax considerations associated with the Policy and does not purport to be complete or to cover all situations. This discussion is not intended as tax advice. Counsel or other competent tax Advisers should be consulted for more complete information. This discussion is based upon General American's understanding of the present Federal income tax laws as they are currently interpreted by the Internal Revenue Service. No representation is made as to the likelihood of continuation of the present Federal income tax laws or of the current interpretations by the Internal Revenue Service. Tax Status of the Policy Section 7702 of the Internal Revenue Code of 1986, as amended (the "Code") includes a definition of a life insurance contract for Federal tax purposes. The Secretary of the Treasury (the "Treasury") issued proposed regulations which specify what will be considered reasonable mortality charges under Section 7702. Guidance as to how Section 7702 is to be applied is, however, limited. If a Policy were determined not to be a life insurance contract for purposes of Section 7702, such Policy would not provide most of the tax advantages normally provided by a life insurance policy. With respect to a Policy issued on a basis of a standard premium class or on a guaranteed or simplified issue basis, while there is some uncertainty due to the limited guidance under Section 7702, the Company believes that such a Policy should meet the Section 7702 definition of a life insurance contract. However, with respect to a Policy issued on a substandard basis (i.e., a premium class involving higher than standard mortality risk), it is not clear whether such a Policy would satisfy Section 7702, particularly if the Owner pays the full amount of premiums permitted under the Policy. If it is subsequently determined that a Policy does not satisfy Section 7702, the Company will take whatever steps are appropriate and necessary to attempt to cause such a Policy to comply with Section 7702, including possibly refunding any premiums paid that exceed the limitations allowable under Section 7702 (together with interest or other earnings on any such premiums refunded as required by law). For these reasons, the Company reserves the right to modify the Policy as necessary to attempt to qualify it as a life insurance contract under Section 7702. Section 817(h) of the Code authorizes the Treasury to set standards by regulation or otherwise for the investments of the Separate Account to be "adequately diversified" in order for the Policy to be treated as a life insurance contract for Federal tax purposes. The Separate Account, intends to comply with the diversification requirements prescribed by the Treasury in Regulation Section 1.817-5, which affect how assets may be invested. Although General American does not control the Funds, it has entered into agreements, which require these investment companies to be operated in compliance with the requirements prescribed by the Treasury. The IRS has stated in published rulings that a variable contract owner will be considered the owner of separate account assets, for federal income tax purposes, if the contract owner possesses incidents of ownership in those assets, such as the ability to exercise investment control over the assets. If that were to be determined to be the case, income and gains from the separate account assets would be includible in the variable contract owner's gross income. The Treasury Department has also announced, in connection with the issuance of regulations concerning diversification, that those regulations "do not provide guidance concerning the circumstances in which investor control of the investments of a segregated asset account may cause the investor (i.e., the Owner), rather than the insurance company, to be treated as the owner of the assets in the account." This announcement also stated that guidance would be issued by way of regulations or rulings on the "extent to which policyholders may direct their investments to particular subaccounts without being treated as owners of the underlying assets." The ownership rights under the Policy are different in certain respects from those described by the IRS in rulings in which it was determined that policy owners were not owners of separate account assets. For example, the Owner has additional flexibility in allocating Premium payments and Policy Values. These differences could result in an Owner being treated as the owner of a pro rata portion of the assets of the Separate Account. In addition, the Company does not know what standards will be set forth, if any, in the regulations or rulings which the Treasury Department has stated it expects to issue. The Company therefore reserves the right to modify the Policy as necessary to attempt to prevent an Owner from being considered the owner of a pro rata share of the assets of the Separate Account. The following discussion assumes that the Policy will qualify as a life insurance contract for Federal income tax purposes. 31 37 1. Tax Treatment of Policy Benefits. In general, the Company believes that the proceeds and Cash Value increases of a Policy should be treated in a manner consistent with a fixed-benefit life insurance policy for Federal income tax purposes. Thus, the death benefit under the Policy should be excludable from the gross income of the Beneficiary under Section 101(a)(1) of the Code, unless a transfer for value (generally a sale of the policy) has occurred. Many changes or transactions involving a Policy may have tax consequences, depending on the circumstances. Such changes include, but are not limited to, the exchange of the Policy, a change of the Policy's Face Amount, a Policy Loan, an additional premium payment, a Policy lapse with an outstanding Policy Loan, a partial withdrawal, or a surrender of the Policy. In addition, Federal estate and state and local estate, inheritance, and other tax consequences of ownership or receipt of Policy proceeds depend upon the circumstances of each Owner or Beneficiary. A competent tax adviser should be consulted for further information. A Policy may also be used in various arrangements, including non-qualified deferred compensation or salary continuation plans, split dollar insurance plans, executive bonus plans, retiree medical benefit plans and others. The tax consequences of such plans may vary depending on the particular facts and circumstances of each individual arrangement. Therefore, if you are contemplating the use of a Policy in any arrangement the value of which depends in part on its tax consequences, you should be sure to consult a qualified tax adviser regarding the tax attributes of the particular arrangement. Generally, the Owner will not be deemed to be in constructive receipt of the Policy's Cash Value, including increments thereof, under the Policy until there is a distribution. The tax consequences of distributions from, and Policy Loans taken from or secured by, a Policy depend upon whether the Policy is classified as a "modified endowment contract". However, upon a complete surrender or lapse of any Policy, if the amount received plus the amount of outstanding Indebtedness exceeds the total investment in the Policy, the excess will generally be treated as ordinary income subject to tax. 2. Modified Endowment Contracts. A policy may be treated as a modified endowment contract depending upon the amount of premiums paid in relation to the death benefit provided under such Policy. The premium limitation rules for determining whether a Policy is a modified endowment contract are extremely complex. In general, however, a Policy will be a modified endowment contract if the accumulated premiums paid at any time during the first seven Policy Years exceed the sum of the net level premiums which would have been paid on or before such time if the Policy provided for paid-up future benefits after the payment of seven level annual premiums. In addition, if a Policy is "materially changed" it may cause such Policy to be treated as a modified endowment contract. The material change rules for determining whether a Policy is a modified endowment contract are also extremely complex. In general, however, the determination of whether a Policy will be a modified endowment contract after a material change generally depends upon the relationship among the death benefit at the time of such change, the Cash Value at the time of the change and the additional premiums paid in the seven Policy Years starting with the date on which the material change occurs. Moreover, a life insurance contract received in exchange for a life insurance contract classified as a modified endowment contract will also be treated as a modified endowment contract. A reduction in a Policy's benefits may also cause such Policy to become a modified endowment contract. Due to the Policy's flexibility, classification of a Policy as a modified endowment contract will depend upon the circumstances of each Policy. The Company has, however, adopted administrative steps designed to protect an Owner against the possibility that the Policy might become a modified endowment contract. The Company believes the safeguards are adequate for most situations, but it cannot provide complete assurance that a Policy will not be classified as a modified endowment contract. At the time a premium is credited which would cause the Policy to become a modified endowment contract, the Company will notify the Owner that unless a refund of the excess premium is requested by the Owner, the Policy will become a modified endowment contract. The Owner will have 30 days after receiving such notification to request the refund. The excess premium paid will be returned to the Owner upon receipt by the Company of the refund request. The amount to be refunded will be deducted from the Policy Cash Value in the Divisions of the Separate Account and in the General Account in the same proportion as the premium payment was allocated to such Divisions. Accordingly, a prospective Owner should contact a competent tax adviser before purchasing a Policy to determine the circumstances under which the Policy would be a modified endowment contract. In addition, an Owner should contact a competent tax adviser before paying any additional premiums or making any other change to, including an exchange of, a Policy to determine whether such premium or change would cause the Policy (or the new Policy in 32 38 the case of an exchange) to be treated as a modified endowment contract. 3. Distributions from Policies Classified as Modified Endowment Contract. Policies classified as modified endowment contracts will be subject to the following tax rules: First, all distributions, including distributions upon surrender, from such a Policy are treated as ordinary income subject to tax up to the amount equal to the excess (if any) of the Cash Value immediately before the distribution over the investment in the Policy (described below) at such time. Second, Policy Loans taken from, or secured by, such a Policy, as well as due but unpaid interest thereon, are treated as distributions from such a Policy and taxed accordingly. Third, a 10 percent additional income tax is imposed on the portion of any distribution from, or Policy Loan taken from or secured by, such a Policy that (a) is included in income, except where the distribution or Policy Loan is made on or after the Owner attains age 59 1/2, (b) is attributable to the Owner's becoming disabled, or (c) is part of a series of substantially equal periodic payments for the life (or life expectancy) of the Owner or the joint lives (or joint life expectancies) of the Owner and the Owner's Beneficiary. 4. Distributions From Policies Not Classified as Modified Endowment Contract. Distributions from Policies not classified as a modified endowment contracts are generally treated as first recovering the investment in the Policy (described below) and then, only after the return of all such investment in the Policy, as distributing taxable income. An exception to this general rule occurs in the case of a decrease in the Policy's death benefit (possibly including a partial withdrawal) or any other change that reduces benefits under the Policy in the first 15 years after the Policy is issued and that results in cash distribution to the Owner in order for the Policy to continue complying with the Section 7702 definitional limits. Such a cash distribution will be taxed in whole or in part as ordinary income (to the extent of any gain in the Policy) under rules prescribed in Section 7702. Policy Loans from, or secured by, a Policy that is not a modified endowment contract are not treated as distributions. Instead, such loans are treated as indebtedness of the Owner. Upon a complete surrender or lapse of a Policy that is not a modified endowment contract, if the amount received plus the amount of indebtedness exceeds the total investment in the Policy, the excess will generally be treated as ordinary income subject to tax. Neither distributions (including distributions upon surrender or lapse) nor Policy Loans from, or secured by, a Policy that is not a modified endowment contract are subject to the 10 percent additional income tax. If a Policy which is not a modified endowment contract subsequently becomes a modified endowment contract, then any distribution made from the Policy within two years prior to the date of such change in status may become taxable. 5. Policy Loan Interest. Generally, interest paid on any loan under a life insurance Policy owned by an individual is not deductible. In addition, interest on any loan under a life insurance Policy owned by a business taxpayer on the life of any individual who is an officer of or is financially interested in the business carried on by that taxpayer is deductible only under certain very limited circumstances. An Owner should consult a competent tax adviser before deducting any loan interest. 6. Interest Expense on Unrelated Indebtedness. Under provisions added to the Code in 1997 for policies issued after June 8, 1997, if a business taxpayer owns or is the beneficiary of a Policy on the life of any individual who is not an officer, director, employee, or 20 percent owner of the business, and the taxpayer also has debt unrelated to the Policy, a portion of the taxpayer's unrelated interest expense deductions may be lost. No business taxpayer should purchase, exchange, or increase the death benefit under a Policy on the life of any individual who is not an officer, director, employee, or 20 percent owner of the business without first consulting a competent tax Adviser. 7. Investment in the Policy. Investment in the Policy means (i) the aggregate amount of any premiums or other consideration paid for a Policy, minus (ii) the aggregate amount received under the Policy which is excluded from gross income of the Owner (except that the amount of any Policy Loan from, or secured by, a Policy that is a modified endowment contract, to the extent such amount is excluded from gross income, will be disregarded), plus (iii) the amount of any Policy Loan from, or secured by, a Policy that is a modified endowment contract to the extent that such amount is included in the gross income of the Owner. 8. Multiple Policies. All modified endowment contracts that are issued by the Company (or its affiliates) to the same Owner during any calendar year are treated as one modified endowment contract for purposes of determining the amount includible in gross income under Section 72(e) of the Code. 9. Possible Charge for Taxes. At the present time, the Company makes no charge to the Separate Account for any Federal, state, or local taxes (as opposed to Premium Tax Charges which are 33 39 deducted from premium payments) that it incurs which may be attributable to such Separate Account or to the Policies. The Company, however, reserves the right in the future to make a charge for any such tax or other economic burden resulting from the application of the tax laws that it determines to be properly attributable to the Separate Account or to the Policies. 10. Possible Changes in Taxation. As of the date of this Prospectus, the President's budget for fiscal year 1999 contains a number of proposals that would adversely affect the Federal income tax treatment of life insurance contracts. Of particular importance to owners of variable life insurance contracts such as the Policy are two proposals under which, if adopted: (1) the inside buildup of variable life insurance contracts like the Policy would be taxed whenever cash values were reallocated among the available investment options, for example, if the Periodic and Variance Rebalancing options available under the Policy were used, and (2) it would no longer be possible to exchange a variable life insurance contract tax free under Code section 1035. Moreover, it is always possible that any changes in the tax treatment of life insurance contracts could be effective prior to the date of any new legislation. UNISEX REQUIREMENTS UNDER MONTANA LAW The State of Montana generally prohibits the use of actuarial tables that distinguish between men and women in determining premiums and Policy benefits for policies issued on the lives of their residents. Therefore, all Policies offered by this Prospectus to insure residents of Montana will have premiums and benefits which are based on actuarial tables that do not differentiate on the basis of sex. SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS General American holds the assets of the Separate Account in a custodial account in its name at the Bank of New York. The Company maintains records of all purchases and redemptions of applicable Fund shares by each of the Divisions. Additional protection for the assets of the Separate Account is afforded by a blanket fidelity bond issued by Lloyd's Underwriters in the amount of five million dollars, covering all officers and employees of the Company who have access to the assets of the Separate Account. VOTING RIGHTS Based on its understanding of current applicable legal requirements, the Company will vote the shares of the Funds held in the Separate Account at regular and special shareholder meetings of the mutual funds in accordance with the instructions received from persons having voting interests in the corresponding Divisions of the Separate Account. If, however, the 1940 Act or any regulation thereunder should be amended or if the present interpretation thereof should change, and as a result the Company determines that it is permitted to vote shares of the Fund in its own right, it may elect to do so. No voting privileges apply to the Policies with respect to Cash Value removed from the Separate Account as a result of a Policy Loan. The number of votes which an Owner has the right to instruct will be calculated separately for each Division. Voting rights reflect the dollar value of the total number of units of each Division of the Separate Account credited to the Owner at the record date, rather than the number of units alone. Fractional shares will be counted. The number of votes of the Fund which the Owner has the right to instruct will be determined as of the date coincident with the date established by that Fund for determining shareholders eligible. Voting instructions will be solicited by written communications prior to such meeting in accordance with procedures established by the mutual funds. The company will vote shares of a Fund for which no timely instructions are received in proportion to the voting instructions which are received with respect to that Fund. The Company will also vote any shares of the Funds which are not attributable to Policies in the same proportion. Each person having a voting interest in a Division will receive any proxy material, reports, and other materials relating to the appropriate Fund. Disregard of Voting Instructions. The Company may, when required by state insurance regulatory authorities, disregard voting instructions if the instructions require that the shares be voted so as to cause a change in the subclassification or investment objective of the Fund or to approve or disapprove an investment Advisory contract for a Fund. In addition, the Company itself may disregard voting instructions in favor of changes initiated by an Owner in the investment policy or the investment adviser or sub-adviser of a Fund if the Company reasonably disapproves of such changes. A proposed change would be disapproved only if the proposed change is contrary to state law or prohibited by state regulatory authorities, or the Company determined that the change would have an adverse effect on its General Account in that the proposed investment policy for a Fund may result in overly speculative or unsound investments. If the Company disregards voting instructions, a summary of that action and the 34 40 reasons for such action will be included in the next annual report to Owners. STATE REGULATION OF THE COMPANY The Company, a stock life insurance company organized under the laws of Missouri, and the Separate Account are subject to regulation by the Missouri Department of Insurance. An annual statement is filed with the Director of Insurance on or before March 1st of each year covering the operations and reporting on the financial condition of the Company as of December 31 of the preceding year. Periodically, the Director of Insurance examines the liabilities and reserves of the Company and the Separate Account and certifies their adequacy, and a full examination of the Company's operations is conducted by the National Association of Insurance Commissioners at least once every three years. In addition, the Company is subject to the insurance laws and regulations of other states within which it is licensed or may become licensed to operate. Generally, the insurance departments of other states apply the laws of the state of domicile in determining permissible investments. 35 41 MANAGEMENT OF THE COMPANY PRINCIPAL OCCUPATION (s) NAME DURING PAST FIVE YEARS<F*> ---- -------------------------- PRINCIPAL OFFICERS<F**> - ----------------------- Richard A. Liddy Chairman, President and CEO, 1/95-present; Chairman of the Executive Committee, 5/92-present. Formerly President and CEO, 5/92-1/95. Robert J. Banstetter, Sr. Vice President, General Counsel and Secretary, 2/91-present. John W. Barber Vice President and Controller, 12/84-present. O'Neil P. Boudreaux Vice President-Sales and Marketing, 10/96-present. Formerly Vice President-Group Field Accounts, 4/87-10/96. Kevin C. Eichner Executive Vice President of General American, Chairman of GenMark, Chairman of Walnut Street Securities, 10/97-Present. President and CEO, Collaborative Strategies, 1983-Present. E. Thomas Hughes Corporate Actuary and Treasurer, 10/94-present. Formerly Executive Vice President-Group Pensions, 3/90-10/94 Michael P. Ingrassia Vice President-Group Executive Accounts, 3/92-present. Warren J. Winer Executive Vice President-Group Life and Health, 8/95-present. Formerly Managing Director, William M. Mercer, Inc., 7/93-8/95; President and Chief Operating Officer, W. F. Corroon, 1986-7/93. Bernard H. Wolzenski Executive Vice President-Individual Insurance, 10/91-present. A. Greig Woodring President and Chief Executive Officer, Reinsurance Group of America, 12/92-present. <FN> <F*> All positions listed are with General American unless otherwise indicated. <F**>The prinicpal business address of Messrs. Banstetter, Hughes, and Liddy is General American Life Insurance Company, 700 Market Street, St. Louis, Missouri 63101. The principal business address for Messrs. Barber, Boudreaux, Ingrassia, Winer and Wolzenski is 13045 Tesson Ferry Road, St. Louis, Missouri 63128. The principal business address for Mr. Woodring is 660 Mason Ridge Center Drive, Suite 300, St. Louis, Missouri 63141. The principal business address for Mr. Eichner is 670 Mason Ridge Center Drive, Suite 100, St. Louis, Missouri 63141. 36 42 PRINCIPAL OCCUPATIONS (s) NAME DURING PAST FIVE YEARS<F*> ---- -------------------------- DIRECTORS - --------- August A. Busch III Chairman of the Board and President, Anheuser-Busch Companies, Inc. Anheuser-Busch Companies, Inc. (beer business). One Busch Place St. Louis, Missouri 63118 William E. Cornelius Retired Chairman and Chief Executive Officer, Union Electric Company Union Electric Company (electric utility business). P.O. Box 149 St. Louis, Missouri 63166 John C. Danforth Partner, Bryan Cave (law firm). Formerly, U. S. Senator, State of Missouri. Bryan Cave One Metropolitan Square, Suite 3600 St. Louis, Missouri 63102 Bernard A. Edison Past President, Edison Brothers Stores, Inc. (retail specialty stores) Edison Brothers Stores, Inc. P.O. Box 14020 St. Louis, Missouri 63178 Richard A. Liddy Chairman, President and CEO, General American General American Life Insurance Co. 700 Market Street St. Louis, MO 63101 William E. Maritz Chairman and Chief Executive Officer, Maritz, Inc.(motivation, travel Maritz, Inc. communications, training and marketing research business). 1375 North Highway Drive Fenton, Missouri 63099 Craig D. Schnuck Chairman and Chief Executive Officer, Schnuck Markets, Inc. (retail Schnuck Markets, Inc. supermarket chain). 11420 Lackland Road P.O. Box 46928 St. Louis, Missouri 63146 William P. Stiritz Chairman, Chief Executive Officer and President, Agribrands International, Agribrands International, Inc. Inc. Formerly Chairman, Chief Executive Officer and President, Ralston Purina 9811 So. Forty Drive Company (pet food, batteries, and bread business); Chairman, Ralcorp Holdings, St. Louis, Missouri 63124 Inc. (ready-to-eat cereal, baby food, ski resorts). Andrew C. Taylor Chief Executive Officer and President, Enterprise Rent-A-Car (car Enterprise Rent-A-Car rental). 600 Corporate Park Drive St. Louis, Missouri 63105 37 43 PRINCIPAL OCCUPATIONS (s) NAME DURING PAST FIVE YEARS<F*> ---- -------------------------- DIRECTORS (CONTINUED) - --------------------- H. Edwin Trusheim Retired Chairman and Chief Executive Officer, General American General American Life Insurance Co. Life Insurance Company P.O. Box 396 St. Louis, MO 63166 Robert L. Virgil Principal, Edward Jones (investments) Edward Jones 12555 Manchester St. Louis, Missouri 63131-3729 Virginia V. Weldon, M.D. Director, Center for the Study of American Business, Washington Monsanto Company University. Retired Senior Vice President, Public Policy, Monsanto 800 North Lindbergh Company (chemicals diversified industry, pharmaceuticals, life St. Louis, Missouri 63167 science products, and food ingredients business). Ted C. Wetterau President, Wetterau Associates, L.L.C. Retired Chairman and Chief Wetterau Associates, L.L.C. Executive Officer, Wetterau Incorporated (retail and wholesale 7700 Bonhomme, Suite 750 grocery, manufacturing business). St. Louis, Missouri 63105 <FN> <F*>All positions listed are with General American unless otherwise indicated. 38 44 LEGAL MATTERS All matters of Missouri law pertaining to the Policy, including the validity of the Policy and General American's right to issue the Policy under Missouri insurance law, have been passed upon by Matthew P. McCauley, Vice President and Associate General Counsel of General American. LEGAL PROCEEDINGS There are no legal proceedings to which the Separate Account is a party or to which the assets of the Separate Account are subject. General American is not involved in any litigation that is of material importance in relation to its total assets or that relates to the Separate Account. EXPERTS The audited financial statements of General American and the Separate Account have been included in this Prospectus in reliance on the reports of KPMG Peat Marwick LLP independent certified public accountants, and on the authority of said firm as experts in accounting and auditing. The report of KPMG Peat Marwick LLP covering the December 31, 1997 financial statements of General American refers to the adoption of Statement of Financial Accounting Standards No. 120, Accounting and Reporting by Mutual Life Insurance Enterprises and by Insurance Enterprises for Certain Long-Duration Participating Contracts. Actuarial matters included in this Prospectus have been examined by Susan Benjamin, FSA, MAAA, Senior Product Actuary of General American, as stated in the opinion filed as an exhibit to the registration statement. ADDITIONAL INFORMATION A registration statement has been filed with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, with respect to the Policy offered hereby. This Prospectus does not contain all the information set forth in the registration statement and the amendments and exhibits to the registration statement, to all of which reference is made for further information concerning the Separate Account, General American and the Policy offered hereby. Statements contained in this Prospectus as to the contents of the Policy and other legal instruments are summaries. For a complete statement of the terms thereof reference is made to such instruments as filed. Like all financial services providers, General American utilizes systems that may be affected by the Year 2000 transition issues, and it relies on services providers, including the Funds, that may also be affected. The Company has developed, and is in the process of implementing, a Year 2000 transition plan, and is confirming that its services providers are also so engaged. The resources that are being devoted to this effort are substantial. It is difficult to predict with precision whether the amount of resources ultimately devoted, or the outcome of these efforts, will have any negative impact on the Company. However, as of the date of this prospectus, we do not anticipate that Policy Owners will experience negative effects on their investment, or on the services provided in connection therewith, as a result of Year 2000 transition implementation. General American currently anticipates that its systems will be Year 2000 compliant, but there can be no assurance that the Company will be successful, or that interaction with other service providers will not impair the Company's services at that time. FINANCIAL STATEMENTS The financial statements of General American which are included in this Prospectus should be distinguished from the financial statements of the Separate Account, and should be considered only as bearing on the ability of General American to meet its obligations under the Policy. They should not be considered as bearing on the investment performance of the assets held in the Separate Account. Financial information is not provided for four of the seventeen Divisions of the Separate Account because those Divisions have only recently been established, and therefore no operating history exists for those Divisions. Interim financial statements for General American or the Separate Account are not part of this prospectus because General American does not prepare audited financial statements more often than annually, and believes that any incremental benefit to prospective Policy Owners that may result from preparing and delivering more current financial statements, though unaudited, does not justify the additional cost that would be incurred. General American represents that there have been no adverse changes in the financial condition or operations of General American or the Separate Account between the end of the most recent fiscal year and the date of this prospectus. 39 45 APPENDIX A Illustrations of Death Benefits and Cash Values The following tables illustrate how the Cash Value, Cash Surrender Value, and death benefit of a Policy change with the investment experience of a Division of the Separate Account. The tables show how the Cash Value, Cash Surrender Value, and death benefit of a Policy issued to an insured of a given age and at a given premium would vary over time if the investment return on the assets held in each Division of the Separate Account were a uniform, gross, after-tax annual rate of 0%, 6%, or 12%. The tables illustrate Policies issued in Missouri (using a 2% premium tax rate and a 1.3% federal tax charge) to males, age 35 and 50 in a preferred nonsmoker rate class. If the insured falls into a smoker rate class, the Cash Values, Cash Surrender Values, and death benefits would be lower than those shown in the tables. In addition, the Cash Values, Cash Surrender Values, and death benefits would be different from those shown if the gross annual investment rates of return averaged 0%, 6%, and 12% over a period of years, but fluctuated above and below those averages for individual Policy Years. The Cash Value column under the "Guaranteed" heading shows the accumulated value of the Net Premiums paid at the stated interest rate, reflecting deduction of all policy charges described in this prospectus at the guaranteed maximum rate. The Cash Surrender Value column under the "Guaranteed" heading shows the projected Cash Surrender Value of the Policy, which is calculated by taking the Cash Value under the "Guaranteed" heading and deducting any appropriate Contingent Deferred Sales Charge. The Cash value column under the "Current" heading shows the accumulated value of the Net Premiums paid at the stated interest rate, reflecting deduction of all policy charges as described in this prospectus at the current rate. The Cash Surrender Value column under the "Current" heading shows the projected Cash Surrender Value of the Policy, which is calculated by taking the Cash Value under the "Current" heading and deducting any appropriate Contingent Deferred Sales Charge. The illustrations of death benefits reflect the above assumptions. The death benefits also vary between tables depending upon whether Death Benefit Options A or C (Level Type) or Death Benefit Option B (Increasing Type) are illustrated. The amounts deducted from the Cash Value in the illustrations include the sales charge, premium tax, federal tax charge, selection and issue expense charge, monthly administrative charge, and cost of insurance. These charges are described in the prospectus under Charges and Deductions. The amounts shown for Cash Value, Cash Surrender Value, and death benefit reflect charges that produce an investment rate of return that is lower than the gross return on the assets held in a Division of the Separate Account. The charges include a charge for mortality and expense risk (equivalent to .55% for Policy Years 1-10, .45% for Policy Years 11-20, and .35% thereafter), and an assumed .78% charge for the investment advisory fee and Fund administrative expenses combined, based on the average Fund expense for all available investment Funds. The actual investment advisory fee applicable to each Division is shown in the respective Prospectuses of each Fund. After deduction for these amounts, the illustrated gross annual investment rates of return of 0%, 6%, and 12% correspond to approximate initial net annual rates of -1.33%, 4.67%, and 10.67%, respectively. The Prospectuses for each Fund should be consulted for details about the nature and extent of their expenses. The hypothetical values shown in the tables do not reflect any charges for Federal income taxes against the Separate Account (as opposed to Premium Charges which are deducted from premium payments), since General American is not currently making any such charges. However, such charges may be made in the future and, in that event, the gross annual investment rate of return of the Divisions of the Separate Account would have to exceed 0%, 6%, and 12% by an amount sufficient to cover the tax charges in order to produce the death benefit and Cash Value illustration. (See Federal Tax Matters.) The tables illustrate the Policy values that would result based upon the investment rates of return if premiums are paid as indicated, if all Net Premiums are allocated to the Separate Account, if no Policy Loans have been made. The tables are also based on the assumptions that the Owner has not requested an increase or decrease in the Face Amount, that no partial withdrawals have been made, that no transfer charges were incurred, and that no optional riders have been requested. Upon request, General American will provide a comparable illustration based upon the proposed Insured's age, sex, and rate class, the Face Amount or premium requested, the proposed frequency of premium payments, and any available riders requested. 40 46 GENERAL AMERICAN LIFE INSURANCE COMPANY FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY FACE AMOUNT: $250,000 MALE PREFERRED NONSMOKER AGE 35 DEATH BENEFIT LEVEL (OPTION A) ANNUAL PREMIUM = $3,000 FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 0.00% (NET RATE OF -1.33%) ASSUMING CURRENT CHARGES ASSUMING GUARANTEED CHARGES ------------------------ --------------------------- END PREMIUM CASH CASH OF ANNUAL ACCUM SURRENDER CASH DEATH SURRENDER CASH DEATH YEAR AGE PAYMENT @ 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT - ------------------------------------------------------------------------------------------------------------------- 1 35 3,000 3,150 890 1,768 250,000 654 1,531 250,000 2 36 3,000 6,458 3,031 3,909 250,000 2,567 3,444 250,000 3 36 3,000 9,930 5,097 5,975 250,000 4,431 5,308 250,000 4 37 3,000 13,577 7,116 7,994 250,000 6,245 7,123 250,000 5 37 3,000 17,406 9,092 9,970 250,000 8,005 8,883 250,000 6 38 3,000 21,426 11,135 11,915 250,000 9,808 10,588 250,000 7 38 3,000 25,647 13,232 13,817 250,000 11,647 12,232 250,000 8 39 3,000 30,080 15,291 15,681 250,000 13,426 13,816 250,000 9 39 3,000 34,734 17,311 17,506 250,000 15,140 15,335 250,000 10 40 3,000 39,620 19,298 19,298 250,000 16,789 16,789 250,000 11 40 3,000 44,751 21,440 21,440 250,000 18,555 18,555 250,000 12 41 3,000 50,139 23,554 23,554 250,000 20,244 20,244 250,000 13 41 3,000 55,796 25,637 25,637 250,000 21,853 21,853 250,000 14 42 3,000 61,736 27,692 27,692 250,000 23,379 23,379 250,000 15 42 3,000 67,972 29,725 29,725 250,000 24,815 24,815 250,000 16 43 3,000 74,521 31,689 31,689 250,000 26,157 26,157 250,000 17 43 3,000 81,397 33,590 33,590 250,000 27,393 27,393 250,000 18 44 3,000 88,617 35,423 35,423 250,000 28,509 28,509 250,000 19 44 3,000 96,198 37,186 37,186 250,000 29,493 29,493 250,000 20 45 3,000 104,158 38,876 38,876 250,000 30,328 30,328 250,000 21 45 3,000 112,516 40,530 40,530 250,000 31,033 31,033 250,000 22 46 3,000 121,291 42,102 42,102 250,000 31,561 31,561 250,000 23 46 3,000 130,506 43,587 43,587 250,000 31,902 31,902 250,000 24 47 3,000 140,181 44,977 44,977 250,000 32,042 32,042 250,000 25 47 3,000 150,340 46,262 46,262 250,000 31,956 31,956 250,000 26 48 3,000 161,007 47,431 47,431 250,000 31,617 31,617 250,000 27 48 3,000 172,208 48,476 48,476 250,000 30,997 30,997 250,000 28 49 3,000 183,968 49,387 49,387 250,000 30,054 30,054 250,000 29 49 3,000 196,317 50,155 50,155 250,000 28,739 28,739 250,000 30 50 3,000 209,282 50,767 50,767 250,000 26,995 26,995 250,000 CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS SHOWN. GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE RATES. THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY OWNER AND THE INVESTMENT RESULTS OF THE FUNDS SELECTED. THE CASH VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN BE MADE BY THE COMPANY, WALNUT STREET SECURITIES, THE FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED OVER ANY PERIOD OF TIME. ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY ANNIVERSARIES. ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE COMPANY. 41 47 GENERAL AMERICAN LIFE INSURANCE COMPANY FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY FACE AMOUNT: $250,000 MALE PREFERRED NONSMOKER AGE 35 DEATH BENEFIT LEVEL (OPTION A) ANNUAL PREMIUM = $3,000 FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 6.00% (NET RATE OF 4.67%) ASSUMING CURRENT CHARGES ASSUMING GUARANTEED CHARGES ------------------------ --------------------------- END PREMIUM CASH CASH OF ANNUAL ACCUM SURRENDER CASH DEATH SURRENDER CASH DEATH YEAR AGE PAYMENT @ 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT - ------------------------------------------------------------------------------------------------------------------- 1 35 3,000 3,150 1,019 1,897 250,000 775 1,652 250,000 2 36 3,000 6,458 3,419 4,297 250,000 2,925 3,803 250,000 3 36 3,000 9,930 5,884 6,762 250,000 5,153 6,030 250,000 4 37 3,000 13,577 8,445 9,322 250,000 7,459 8,337 250,000 5 37 3,000 17,406 11,109 11,986 250,000 9,844 10,721 250,000 6 38 3,000 21,426 13,990 14,770 250,000 12,406 13,186 250,000 7 38 3,000 25,647 17,084 17,669 250,000 15,144 15,729 250,000 8 39 3,000 30,080 20,301 20,691 250,000 17,965 18,355 250,000 9 39 3,000 34,734 23,648 23,843 250,000 20,866 21,061 250,000 10 40 3,000 39,620 27,134 27,134 250,000 23,853 23,853 250,000 11 40 3,000 44,751 30,978 30,978 250,000 27,134 27,134 250,000 12 41 3,000 50,139 35,007 35,007 250,000 30,521 30,521 250,000 13 41 3,000 55,796 39,226 39,226 250,000 34,019 34,019 250,000 14 42 3,000 61,736 43,649 43,649 250,000 37,630 37,630 250,000 15 42 3,000 67,972 48,289 48,289 250,000 41,355 41,355 250,000 16 43 3,000 74,521 53,115 53,115 250,000 45,197 45,197 250,000 17 43 3,000 81,397 58,141 58,141 250,000 49,151 49,151 250,000 18 44 3,000 88,617 63,374 63,374 250,000 53,214 53,214 250,000 19 44 3,000 96,198 68,824 68,824 250,000 57,382 57,382 250,000 20 45 3,000 104,158 74,499 74,499 250,000 61,649 61,649 250,000 21 45 3,000 112,516 80,488 80,488 250,000 66,077 66,077 250,000 22 46 3,000 121,291 86,731 86,731 250,000 70,607 70,607 250,000 23 46 3,000 130,506 93,241 93,241 250,000 75,245 75,245 250,000 24 47 3,000 140,181 100,030 100,030 250,000 79,991 79,991 250,000 25 47 3,000 150,340 107,109 107,109 250,000 84,842 84,842 250,000 26 48 3,000 161,007 114,493 114,493 250,000 89,793 89,793 250,000 27 48 3,000 172,208 122,198 122,198 250,000 94,843 94,843 250,000 28 49 3,000 183,968 130,244 130,244 250,000 99,983 99,983 250,000 29 49 3,000 196,317 138,654 138,654 250,000 105,203 105,203 250,000 30 50 3,000 209,282 147,454 147,454 250,000 110,496 110,496 250,000 CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS SHOWN. GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE RATES. THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY OWNER AND THE INVESTMENT RESULTS OF THE FUNDS SELECTED. THE CASH VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN BE MADE BY THE COMPANY, WALNUT STREET SECURITIES, THE FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED OVER ANY PERIOD OF TIME. ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY ANNIVERSARIES. ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE COMPANY. 42 48 GENERAL AMERICAN LIFE INSURANCE COMPANY FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY FACE AMOUNT: $250,000 MALE PREFERRED NONSMOKER AGE 35 DEATH BENEFIT LEVEL (OPTION A) ANNUAL PREMIUM = $3,000 FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 12.00% (NET RATE OF 10.67%) ASSUMING CURRENT CHARGES ASSUMING GUARANTEED CHARGES ------------------------ --------------------------- END PREMIUM CASH CASH OF ANNUAL ACCUM SURRENDER CASH DEATH SURRENDER CASH DEATH YEAR AGE PAYMENT @ 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT - ------------------------------------------------------------------------------------------------------------------- 1 35 3,000 3,150 1,148 2,026 250,000 896 1,774 250,000 2 36 3,000 6,458 3,824 4,701 250,000 3,299 4,177 250,000 3 36 3,000 9,930 6,736 7,614 250,000 5,935 6,813 250,000 4 37 3,000 13,577 9,940 10,817 250,000 8,828 9,705 250,000 5 37 3,000 17,406 13,470 14,347 250,000 12,000 12,877 250,000 6 38 3,000 21,426 17,471 18,251 250,000 15,579 16,359 250,000 7 38 3,000 25,647 21,972 22,557 250,000 19,592 20,177 250,000 8 39 3,000 30,080 26,923 27,313 250,000 23,979 24,369 250,000 9 39 3,000 34,734 32,372 32,567 250,000 28,777 28,972 250,000 10 40 3,000 39,620 38,378 38,378 250,000 34,033 34,033 250,000 11 40 3,000 44,751 45,240 45,240 250,000 40,026 40,026 250,000 12 41 3,000 50,139 52,847 52,847 250,000 46,627 46,627 250,000 13 41 3,000 55,796 61,279 61,279 250,000 53,905 53,905 250,000 14 42 3,000 61,736 70,629 70,629 250,000 61,935 61,935 250,000 15 42 3,000 67,972 81,003 81,003 250,000 70,800 70,800 250,000 16 43 3,000 74,521 92,476 92,476 250,000 80,598 80,598 250,000 17 43 3,000 81,397 105,177 105,177 250,000 91,428 91,428 250,000 18 44 3,000 88,617 119,242 119,242 250,000 103,407 103,407 250,000 19 44 3,000 96,198 134,826 134,826 250,000 116,671 116,671 250,000 20 45 3,000 104,158 152,102 152,102 250,000 131,370 131,370 250,000 21 45 3,000 112,516 171,418 171,418 257,126 147,819 147,819 250,000 22 46 3,000 121,291 192,816 192,816 281,512 166,120 166,120 250,000 23 46 3,000 130,506 216,500 216,500 307,430 186,480 186,480 264,801 24 47 3,000 140,181 242,715 242,715 334,946 208,991 208,991 288,407 25 47 3,000 150,340 271,735 271,735 364,124 233,864 233,864 313,378 26 48 3,000 161,007 303,866 303,866 395,026 261,362 261,362 339,771 27 48 3,000 172,208 339,414 339,414 434,450 291,702 291,702 373,378 28 49 3,000 183,968 378,742 378,742 477,215 325,174 325,174 409,719 29 49 3,000 196,317 422,255 422,255 523,597 362,100 362,100 449,004 30 50 3,000 209,282 470,403 470,403 573,891 402,841 402,841 491,466 CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS SHOWN. GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE RATES. THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY OWNER AND THE INVESTMENT RESULTS OF THE FUNDS SELECTED. THE CASH VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN BE MADE BY THE COMPANY, WALNUT STREET SECURITIES, THE FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED OVER ANY PERIOD OF TIME. ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY ANNIVERSARIES. ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE COMPANY. 43 49 GENERAL AMERICAN LIFE INSURANCE COMPANY FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY FACE AMOUNT: $250,000 MALE PREFERRED NONSMOKER AGE 35 DEATH BENEFIT LEVEL (OPTION B) ANNUAL PREMIUM = $3,000 FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 0.00% (NET RATE OF -1.33%) ASSUMING CURRENT CHARGES ASSUMING GUARANTEED CHARGES ------------------------ --------------------------- END PREMIUM CASH CASH OF ANNUAL ACCUM SURRENDER CASH DEATH SURRENDER CASH DEATH YEAR AGE PAYMENT @ 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT - ------------------------------------------------------------------------------------------------------------------- 1 35 3,000 3,150 889 1,766 251,766 650 1,528 251,528 2 36 3,000 6,458 3,026 3,904 253,904 2,557 3,434 253,434 3 36 3,000 9,930 5,086 5,964 255,964 4,410 5,288 255,288 4 37 3,000 13,577 7,096 7,973 257,973 6,210 7,087 257,087 5 37 3,000 17,406 9,060 9,937 259,937 7,951 8,828 258,828 6 38 3,000 21,426 11,088 11,868 261,868 9,729 10,509 260,509 7 38 3,000 25,647 13,168 13,753 263,753 11,537 12,122 262,122 8 39 3,000 30,080 15,205 15,595 265,595 13,280 13,670 263,670 9 39 3,000 34,734 17,201 17,396 267,396 14,950 15,145 265,145 10 40 3,000 39,620 19,160 19,160 269,160 16,549 16,549 266,549 11 40 3,000 44,751 21,271 21,271 271,271 18,256 18,256 268,256 12 41 3,000 50,139 23,349 23,349 273,349 19,874 19,874 269,874 13 41 3,000 55,796 25,393 25,393 275,393 21,401 21,401 271,401 14 42 3,000 61,736 27,405 27,405 277,405 22,833 22,833 272,833 15 42 3,000 67,972 29,392 29,392 279,392 24,160 24,160 274,160 16 43 3,000 74,521 31,301 31,301 281,301 25,380 25,380 275,380 17 43 3,000 81,397 33,136 33,136 283,136 26,475 26,475 276,475 18 44 3,000 88,617 34,894 34,894 284,894 27,431 27,431 277,431 19 44 3,000 96,198 36,569 36,569 286,569 28,235 28,235 278,235 20 45 3,000 104,158 38,157 38,157 288,157 28,865 28,865 278,865 21 45 3,000 112,516 39,692 39,692 289,692 29,337 29,337 279,337 22 46 3,000 121,291 41,128 41,128 291,128 29,603 29,603 279,603 23 46 3,000 130,506 42,457 42,457 292,457 29,654 29,654 279,654 24 47 3,000 140,181 43,669 43,669 293,669 29,474 29,474 279,474 25 47 3,000 150,340 44,750 44,750 294,750 29,036 29,036 279,036 26 48 3,000 161,007 45,687 45,687 295,687 28,313 28,313 278,313 27 48 3,000 172,208 46,467 46,467 296,467 27,276 27,276 277,276 28 49 3,000 183,968 47,078 47,078 297,078 25,885 25,885 275,885 29 49 3,000 196,317 47,508 47,508 297,508 24,091 24,091 274,091 30 50 3,000 209,282 47,741 47,741 297,741 21,844 21,844 271,844 CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS SHOWN. GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE RATES. THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY OWNER AND THE INVESTMENT RESULTS OF THE FUNDS SELECTED. THE CASH VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN BE MADE BY THE COMPANY, WALNUT STREET SECURITIES, THE FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED OVER ANY PERIOD OF TIME. ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY ANNIVERSARIES. ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE COMPANY. 44 50 GENERAL AMERICAN LIFE INSURANCE COMPANY FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY FACE AMOUNT: $250,000 MALE PREFERRED NONSMOKER AGE 35 DEATH BENEFIT LEVEL (OPTION B) ANNUAL PREMIUM = $3,000 FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 6.00% (NET RATE OF 4.67%) ASSUMING CURRENT CHARGES ASSUMING GUARANTEED CHARGES ------------------------ --------------------------- END PREMIUM CASH CASH OF ANNUAL ACCUM SURRENDER CASH DEATH SURRENDER CASH DEATH YEAR AGE PAYMENT @ 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT - ------------------------------------------------------------------------------------------------------------------- 1 35 3,000 3,150 1,017 1,895 251,895 771 1,649 251,649 2 36 3,000 6,458 3,414 4,291 254,291 2,914 3,792 253,792 3 36 3,000 9,930 5,871 6,749 256,749 5,129 6,006 256,006 4 37 3,000 13,577 8,420 9,298 259,298 7,417 8,294 258,294 5 37 3,000 17,406 11,069 11,946 261,946 9,775 10,653 260,653 6 38 3,000 21,426 13,930 14,710 264,710 12,304 13,084 263,084 7 38 3,000 25,647 16,998 17,583 267,583 14,997 15,582 265,582 8 39 3,000 30,080 20,182 20,572 270,572 17,761 18,151 268,151 9 39 3,000 34,734 23,488 23,683 273,683 20,591 20,786 270,786 10 40 3,000 39,620 26,926 26,926 276,926 23,491 23,491 273,491 11 40 3,000 44,751 30,712 30,712 280,712 26,663 26,663 276,663 12 41 3,000 50,139 34,673 34,673 284,673 29,917 29,917 279,917 13 41 3,000 55,796 38,812 38,812 288,812 33,252 33,252 283,252 14 42 3,000 61,736 43,143 43,143 293,143 36,668 36,668 286,668 15 42 3,000 67,972 47,679 47,679 297,679 40,157 40,157 290,157 16 43 3,000 74,521 52,378 52,378 302,378 43,717 43,717 293,717 17 43 3,000 81,397 57,248 57,248 307,248 47,336 47,336 297,336 18 44 3,000 88,617 62,294 62,294 312,294 50,997 50,997 300,997 19 44 3,000 96,198 67,517 67,517 317,517 54,686 54,686 304,686 20 45 3,000 104,158 72,921 72,921 322,921 58,384 58,384 308,384 21 45 3,000 112,516 78,582 78,582 328,582 62,132 62,132 312,132 22 46 3,000 121,291 84,435 84,435 334,435 65,855 65,855 315,855 23 46 3,000 130,506 90,478 90,478 340,478 69,540 69,540 319,540 24 47 3,000 140,181 96,711 96,711 346,711 73,167 73,167 323,167 25 47 3,000 150,340 103,126 103,126 353,126 76,702 76,702 326,702 26 48 3,000 161,007 109,718 109,718 359,718 80,111 80,111 330,111 27 48 3,000 172,208 116,480 116,480 366,480 83,354 83,354 333,354 28 49 3,000 183,968 123,406 123,406 373,406 86,378 86,378 336,378 29 49 3,000 196,317 130,490 130,490 380,490 89,116 89,116 339,116 30 50 3,000 209,282 137,721 137,721 387,721 91,501 91,501 341,501 CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS SHOWN. GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE RATES. THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY OWNER AND THE INVESTMENT RESULTS OF THE FUNDS SELECTED. THE CASH VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN BE MADE BY THE COMPANY, WALNUT STREET SECURITIES, THE FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED OVER ANY PERIOD OF TIME. ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY ANNIVERSARIES. ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE COMPANY. 45 51 GENERAL AMERICAN LIFE INSURANCE COMPANY FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY FACE AMOUNT: $250,000 MALE PREFERRED NONSMOKER AGE 35 DEATH BENEFIT LEVEL (OPTION B) ANNUAL PREMIUM = $3,000 FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 12.00% (NET RATE OF 10.67%) ASSUMING CURRENT CHARGES ASSUMING GUARANTEED CHARGES ------------------------ --------------------------- END PREMIUM CASH CASH OF ANNUAL ACCUM SURRENDER CASH DEATH SURRENDER CASH DEATH YEAR AGE PAYMENT @ 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT - ------------------------------------------------------------------------------------------------------------------- 1 35 3,000 3,150 1,147 2,024 252,024 893 1,770 251,770 2 36 3,000 6,458 3,818 4,695 254,695 3,287 4,165 264,165 3 36 3,000 9,930 6,721 7,599 257,599 5,908 6,786 256,786 4 37 3,000 13,577 9,911 10,788 260,788 8,777 9,655 259,655 5 37 3,000 17,406 13,420 14,298 264,298 11,916 12,793 262,793 6 38 3,000 21,426 17,394 18,174 268,174 15,447 16,227 266,227 7 38 3,000 25,647 21,857 22,442 272,442 19,395 19,980 269,980 8 39 3,000 30,080 26,758 27,148 277,442 23,696 24,086 274,086 9 39 3,000 34,734 32,142 32,337 282,337 28,380 33,488 278,575 10 40 3,000 39,620 38,066 38,066 288,066 33,488 33,488 283,488 11 40 3,000 44,751 44,824 44,824 294,824 39,287 39,287 289,287 12 41 3,000 50,139 52,302 52,302 302,302 45,641 45,641 295,641 13 41 3,000 55,796 60,576 60,576 310,576 52,602 52,602 302,602 14 42 3,000 61,736 69,734 69,734 319,734 60,231 60,231 310,231 15 42 3,000 67,972 79,878 79,878 329,878 68,590 68,590 318,590 16 43 3,000 74,521 91,059 91,059 341,059 77,753 77,753 327,753 17 43 3,000 81,397 103,390 103,390 353,390 87,786 87,786 337,786 18 44 3,000 88,617 116,990 116,990 366,990 98,766 98,766 348,766 19 44 3,000 96,198 131,990 131,990 381,990 110,778 110,778 360,778 20 45 3,000 104,158 148,535 148,535 398,535 123,911 123,911 373,911 21 45 3,000 112,516 166,935 166,935 416,935 138,393 138,393 388,393 22 46 3,000 121,291 187,248 187,248 437,248 154,236 154,236 404,236 23 46 3,000 130,506 209,673 209,673 459,673 171,575 171,575 421,575 24 47 3,000 140,181 234,427 234,427 484,427 190,555 190,555 440,555 25 47 3,000 150,340 261,748 261,748 511,748 211,323 211,323 461,323 26 48 3,000 161,007 291,900 291,900 541,900 234,042 234,042 484,042 27 48 3,000 172,208 325,174 325,174 575,174 258,889 258,889 508,889 28 49 3,000 183,968 361,896 361,896 611,896 286,050 286,050 536,050 29 49 3,000 196,317 402,426 402,426 652,426 315,721 315,721 565,721 30 50 3,000 209,282 447,159 447,159 697,159 348,118 348,118 598,118 CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS SHOWN. GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE RATES. THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY OWNER AND THE INVESTMENT RESULTS OF THE FUNDS SELECTED. THE CASH VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN BE MADE BY THE COMPANY, WALNUT STREET SECURITIES, THE FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED OVER ANY PERIOD OF TIME. ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY ANNIVERSARIES. ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE COMPANY. 46 52 GENERAL AMERICAN LIFE INSURANCE COMPANY FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY FACE AMOUNT: $250,000 MALE PREFERRED NONSMOKER AGE 35 DEATH BENEFIT LEVEL (OPTION C) ANNUAL PREMIUM = $3,000 FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 0.00% (NET RATE OF -1.33%) ASSUMING CURRENT CHARGES ASSUMING GUARANTEED CHARGES ------------------------ --------------------------- END PREMIUM CASH CASH OF ANNUAL ACCUM SURRENDER CASH DEATH SURRENDER CASH DEATH YEAR AGE PAYMENT @ 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT - ------------------------------------------------------------------------------------------------------------------- 1 35 3,000 3,150 890 1,768 250,000 654 1,531 250,000 2 36 3,000 6,458 3,031 3,909 250,000 2,567 3,444 250,000 3 36 3,000 9,930 5,097 5,975 250,000 4,431 5,308 250,000 4 37 3,000 13,577 7,116 7,994 250,000 6,245 7,123 250,000 5 37 3,000 17,406 9,092 9,970 250,000 8,005 8,883 250,000 6 38 3,000 21,426 11,135 11,915 250,000 9,808 10,588 250,000 7 38 3,000 25,647 13,232 13,817 250,000 11,647 12,232 250,000 8 39 3,000 30,080 15,291 15,681 250,000 13,426 13,816 250,000 9 39 3,000 34,734 17,311 17,506 250,000 15,140 15,335 250,000 10 40 3,000 39,620 19,298 19,298 250,000 16,789 16,789 250,000 11 40 3,000 44,751 21,440 21,440 250,000 18,555 18,555 250,000 12 41 3,000 50,139 23,554 23,554 250,000 20,244 20,244 250,000 13 41 3,000 55,796 25,637 25,637 250,000 21,853 21,853 250,000 14 42 3,000 61,736 27,692 27,692 250,000 23,379 23,379 250,000 15 42 3,000 67,972 29,725 29,725 250,000 24,815 24,815 250,000 16 43 3,000 74,521 31,689 31,689 250,000 26,157 26,157 250,000 17 43 3,000 81,397 33,590 33,590 250,000 27,393 27,393 250,000 18 44 3,000 88,617 35,423 35,423 250,000 28,509 28,509 250,000 19 44 3,000 96,198 37,186 37,186 250,000 29,493 29,493 250,000 20 45 3,000 104,158 38,876 38,876 250,000 30,328 30,328 250,000 21 45 3,000 112,516 40,530 40,530 250,000 31,033 31,033 250,000 22 46 3,000 121,291 42,102 42,102 250,000 31,561 31,561 250,000 23 46 3,000 130,506 43,587 43,587 250,000 31,902 31,902 250,000 24 47 3,000 140,181 44,977 44,977 250,000 32,042 32,042 250,000 25 47 3,000 150,340 46,262 46,262 250,000 31,956 31,956 250,000 26 48 3,000 161,007 47,431 47,431 250,000 31,617 31,617 250,000 27 48 3,000 172,208 48,476 48,476 250,000 30,997 30,997 250,000 28 49 3,000 183,968 49,387 49,387 250,000 30,054 30,054 250,000 29 49 3,000 196,317 50,155 50,155 250,000 28,739 28,739 250,000 30 50 3,000 209,282 50,767 50,767 250,000 26,995 26,995 250,000 CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS SHOWN. GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE RATES. THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY OWNER AND THE INVESTMENT RESULTS OF THE FUNDS SELECTED. THE CASH VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN BE MADE BY THE COMPANY, WALNUT STREET SECURITIES, THE FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED OVER ANY PERIOD OF TIME. ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY ANNIVERSARIES. ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE COMPANY. 47 53 GENERAL AMERICAN LIFE INSURANCE COMPANY FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY FACE AMOUNT: $250,000 MALE PREFERRED NONSMOKER AGE 35 DEATH BENEFIT LEVEL (OPTION C) ANNUAL PREMIUM = $3,000 FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 6.00% (NET RATE OF 4.67%) ASSUMING CURRENT CHARGES ASSUMING GUARANTEED CHARGES ------------------------ --------------------------- END PREMIUM CASH CASH OF ANNUAL ACCUM SURRENDER CASH DEATH SURRENDER CASH DEATH YEAR AGE PAYMENT @ 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT - ------------------------------------------------------------------------------------------------------------------- 1 35 3,000 3,150 1,019 1,897 250,000 775 1,652 250,000 2 36 3,000 6,458 3,419 4,297 250,000 2,925 3,803 250,000 3 36 3,000 9,930 5,884 6,762 250,000 5,153 6,030 250,000 4 37 3,000 13,577 8,445 9,322 250,000 7,459 8,337 250,000 5 37 3,000 17,406 11,109 11,986 250,000 9,844 10,721 250,000 6 38 3,000 21,426 13,990 14,770 250,000 12,406 13,186 250,000 7 38 3,000 25,647 17,084 17,669 250,000 15,144 15,729 250,000 8 39 3,000 30,080 20,301 20,691 250,000 17,965 18,355 250,000 9 39 3,000 34,734 23,648 23,843 250,000 20,866 21,061 250,000 10 40 3,000 39,620 27,134 27,134 250,000 23,853 23,853 250,000 11 40 3,000 44,751 30,978 30,978 250,000 27,134 27,134 250,000 12 41 3,000 50,139 35,007 35,007 250,000 30,521 30,521 250,000 13 41 3,000 55,796 39,226 39,226 250,000 34,019 34,019 250,000 14 42 3,000 61,736 43,649 43,649 250,000 37,630 37,630 250,000 15 42 3,000 67,972 48,289 48,289 250,000 41,355 41,355 250,000 16 43 3,000 74,521 53,115 53,115 250,000 45,197 45,197 250,000 17 43 3,000 81,397 58,141 58,141 250,000 49,151 49,151 250,000 18 44 3,000 88,617 63,374 63,374 250,000 53,214 53,214 250,000 19 44 3,000 96,198 68,824 68,824 250,000 57,382 57,382 250,000 20 45 3,000 104,158 74,499 74,499 250,000 61,649 61,649 250,000 21 45 3,000 112,516 80,488 80,488 250,000 66,077 66,077 250,000 22 46 3,000 121,291 86,731 86,731 250,000 70,607 70,607 250,000 23 46 3,000 130,506 93,241 93,241 250,000 75,245 75,245 250,000 24 47 3,000 140,181 100,030 100,030 250,000 79,991 79,991 250,000 25 47 3,000 150,340 107,109 107,109 250,000 84,842 84,842 250,000 26 48 3,000 161,007 114,493 114,493 250,000 89,793 89,793 250,000 27 48 3,000 172,208 122,198 122,198 250,000 94,843 94,843 250,000 28 49 3,000 183,968 130,244 130,244 250,000 99,983 99,983 250,000 29 49 3,000 196,317 138,653 138,653 251,046 105,203 105,203 250,000 30 50 3,000 209,282 147,411 147,411 260,106 110,496 110,496 250,000 CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS SHOWN. GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE RATES. THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY OWNER AND THE INVESTMENT RESULTS OF THE FUNDS SELECTED. THE CASH VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN BE MADE BY THE COMPANY, WALNUT STREET SECURITIES, THE FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED OVER ANY PERIOD OF TIME. ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY ANNIVERSARIES. ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE COMPANY. 48 54 GENERAL AMERICAN LIFE INSURANCE COMPANY FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY FACE AMOUNT: $250,000 MALE PREFERRED NONSMOKER AGE 35 DEATH BENEFIT LEVEL (OPTION C) ANNUAL PREMIUM = $3,000 FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 12.00% (NET RATE OF 10.67%) ASSUMING CURRENT CHARGES ASSUMING GUARANTEED CHARGES ------------------------ --------------------------- END PREMIUM CASH CASH OF ANNUAL ACCUM SURRENDER CASH DEATH SURRENDER CASH DEATH YEAR AGE PAYMENT @ 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT - ------------------------------------------------------------------------------------------------------------------- 1 35 3,000 3,150 1,148 2,026 250,000 896 1,774 250,000 2 36 3,000 6,458 3,824 4,701 250,000 3,299 4,177 250,000 3 36 3,000 9,930 6,736 7,614 250,000 5,935 6,813 250,000 4 37 3,000 13,577 9,940 10,817 250,000 8,828 9,705 250,000 5 37 3,000 17,406 13,470 14,347 250,000 12,000 12,877 250,000 6 38 3,000 21,426 17,471 18,251 250,000 15,579 16,359 250,000 7 38 3,000 25,647 21,972 22,557 250,000 19,592 20,177 250,000 8 39 3,000 30,080 26,923 27,313 250,000 23,979 24,369 250,000 9 39 3,000 34,734 32,372 32,567 250,000 28,777 28,972 250,000 10 40 3,000 39,620 38,378 38,378 250,000 34,033 34,033 250,000 11 40 3,000 44,751 45,240 45,240 250,000 40,026 40,026 250,000 12 41 3,000 50,139 52,847 52,847 250,000 46,627 46,627 250,000 13 41 3,000 55,796 61,279 61,279 250,000 53,905 53,905 250,000 14 42 3,000 61,736 70,629 70,629 250,000 61,935 61,935 250,000 15 42 3,000 67,972 81,003 81,003 250,000 70,800 70,800 250,000 16 43 3,000 74,521 92,476 92,476 250,000 80,598 80,598 250,000 17 43 3,000 81,397 105,162 105,162 269,361 91,428 91,428 250,000 18 44 3,000 88,617 119,150 119,150 295,836 103,402 103,402 256,736 19 44 3,000 96,198 134,568 134,568 323,999 116,545 116,545 280,605 20 45 3,000 104,158 151,559 151,559 353,967 130,918 130,918 305,759 21 45 3,000 112,516 170,433 170,433 386,270 146,757 146,757 332,611 22 46 3,000 121,291 191,240 191,240 420,785 164,071 164,071 361,005 23 46 3,000 130,506 214,170 214,170 457,702 182,989 182,989 391,066 24 47 3,000 140,181 239,432 239,432 497,180 203,652 203,652 422,883 25 47 3,000 150,340 267,249 267,249 539,442 226,199 226,199 456,583 26 48 3,000 161,007 297,868 297,868 584,685 250,784 250,784 492,265 27 48 3,000 172,208 331,559 331,559 633,211 277,570 277,570 530,103 28 49 3,000 183,968 368,618 368,618 685,262 306,720 306,720 570,192 29 49 3,000 196,317 409,373 409,373 741,211 338,401 338,401 612,709 30 50 3,000 209,282 454,177 454,177 801,396 372,792 372,792 657,791 CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS SHOWN. GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE RATES. THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY OWNER AND THE INVESTMENT RESULTS OF THE FUNDS SELECTED. THE CASH VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN BE MADE BY THE COMPANY, WALNUT STREET SECURITIES, THE FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED OVER ANY PERIOD OF TIME. ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY ANNIVERSARIES. ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE COMPANY. 49 55 GENERAL AMERICAN LIFE INSURANCE COMPANY FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY FACE AMOUNT: $250,000 MALE PREFERRED NONSMOKER AGE 50 DEATH BENEFIT LEVEL (OPTION A) ANNUAL PREMIUM = $6,000 FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 0.00% (NET RATE OF -1.33%) ASSUMING CURRENT CHARGES ASSUMING GUARANTEED CHARGES ------------------------ --------------------------- END PREMIUM CASH CASH OF ANNUAL ACCUM SURRENDER CASH DEATH SURRENDER CASH DEATH YEAR AGE PAYMENT @ 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT - ------------------------------------------------------------------------------------------------------------------- 1 50 6,000 6,300 2,185 3,906 250,000 1,296 3,017 250,000 2 51 6,000 12,915 6,532 8,254 250,000 4,787 6,508 250,000 3 51 6,000 19,861 10,739 12,460 250,000 8,130 9,851 250,000 4 52 6,000 27,154 14,817 16,538 250,000 11,315 13,036 250,000 5 52 6,000 34,811 18,722 20,494 250,000 14,325 16,046 250,000 6 53 6,000 42,852 22,815 24,345 250,000 17,340 18,870 250,000 7 53 6,000 51,295 26,945 28,093 250,000 20,349 21,497 250,000 8 54 6,000 60,159 30,981 31,746 250,000 23,154 23,919 250,000 9 54 6,000 69,467 34,912 35,295 250,000 25,744 26,127 250,000 10 55 6,000 79,241 38,736 38,736 250,000 28,098 28,098 250,000 11 55 6,000 89,503 42,777 42,777 250,000 30,564 30,564 250,000 12 56 6,000 100,278 46,685 46,685 250,000 32,752 32,752 250,000 13 56 6,000 111,592 50,480 50,480 250,000 34,629 34,629 250,000 14 57 6,000 123,471 54,180 54,180 250,000 36,155 36,155 250,000 15 57 6,000 135,945 57,797 57,797 250,000 37,288 37,288 250,000 16 58 6,000 149,042 60,991 60,991 250,000 37,988 37,988 250,000 17 58 6,000 162,794 64,001 64,001 250,000 38,220 38,220 250,000 18 59 6,000 177,234 66,814 66,814 250,000 37,941 37,941 250,000 19 59 6,000 192,396 69,417 69,417 250,000 37,105 37,105 250,000 20 60 6,000 208,316 71,794 71,794 250,000 35,647 35,647 250,000 21 60 6,000 225,031 74,006 74,006 250,000 33,507 33,507 250,000 22 61 6,000 242,583 75,964 75,964 250,000 30,392 30,392 250,000 23 61 6,000 261,012 77,652 77,652 250,000 26,387 26,387 250,000 24 62 6,000 280,363 79,051 79,051 250,000 21,157 21,157 250,000 25 62 6,000 300,681 80,131 80,131 250,000 14,467 14,467 250,000 26 63 6,000 322,015 80,862 80,862 250,000 6,084 6,084 250,000 27 63 6,000 344,415 81,206 81,206 250,000 <F*> <F*> <F*> 28 64 6,000 367,936 81,113 81,113 250,000 <F*> <F*> <F*> 29 64 6,000 392,633 80,532 80,532 250,000 <F*> <F*> <F*> 30 65 6,000 418,565 79,404 79,404 250,000 <F*> <F*> <F*> CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS SHOWN. GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE RATES. THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY OWNER AND THE INVESTMENT RESULTS OF THE FUNDS SELECTED. THE CASH VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN BE MADE BY THE COMPANY, WALNUT STREET SECURITIES, THE FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED OVER ANY PERIOD OF TIME. ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY ANNIVERSARIES. ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE COMPANY. <FN> <F*> UNLESS ADDITIONAL PREMIIUM IS PAID, POLICY WILL LAPSE WITHOUT VALUE 50 56 GENERAL AMERICAN LIFE INSURANCE COMPANY FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY FACE AMOUNT: $250,000 MALE PREFERRED NONSMOKER AGE 50 DEATH BENEFIT LEVEL (OPTION A) ANNUAL PREMIUM = $6,000 FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 6.00% (NET RATE OF 4.67%) ASSUMING CURRENT CHARGES ASSUMING GUARANTEED CHARGES ------------------------ --------------------------- END PREMIUM CASH CASH OF ANNUAL ACCUM SURRENDER CASH DEATH SURRENDER CASH DEATH YEAR AGE PAYMENT @ 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT - ------------------------------------------------------------------------------------------------------------------- 1 50 6,000 6,300 2,455 4,176 250,000 1,537 3,258 250,000 2 51 6,000 12,915 7,346 9,068 250,000 5,492 7,213 250,000 3 51 6,000 19,861 12,383 14,104 250,000 9,529 11,250 250,000 4 52 6,000 27,154 17,582 19,303 250,000 13,643 15,364 250,000 5 52 6,000 34,811 22,958 24,679 250,000 17,822 19,543 250,000 6 53 6,000 42,852 28,729 30,259 250,000 22,249 23,779 250,000 7 53 6,000 51,295 34,906 36,053 250,000 26,917 28,064 250,000 8 54 6,000 60,159 41,317 42,082 250,000 31,632 32,397 250,000 9 54 6,000 69,467 47,966 48,348 250,000 36,390 36,772 250,000 10 55 6,000 79,241 54,861 54,861 250,000 41,175 41,175 250,000 11 55 6,000 89,503 62,391 62,391 250,000 46,387 46,387 250,000 12 56 6,000 100,278 70,225 70,225 250,000 51,651 51,651 250,000 13 56 6,000 111,592 78,400 78,400 250,000 56,951 56,951 250,000 14 57 6,000 123,471 86,953 86,953 250,000 62,263 62,263 250,000 15 57 6,000 135,945 95,922 95,922 250,000 67,567 67,567 250,000 16 58 6,000 149,042 105,054 105,054 250,000 72,846 72,846 250,000 17 58 6,000 162,794 114,575 114,575 250,000 78,093 78,093 250,000 18 59 6,000 177,234 124,510 124,510 250,000 83,298 83,298 250,000 19 59 6,000 192,396 134,892 134,892 250,000 88,454 88,454 250,000 20 60 6,000 208,316 145,760 145,760 250,000 93,547 93,547 250,000 21 60 6,000 225,031 157,311 157,311 250,000 98,643 98,643 250,000 22 61 6,000 242,583 169,471 169,471 250,000 103,527 103,527 250,000 23 61 6,000 261,012 182,311 182,311 250,000 108,316 108,316 250,000 24 62 6,000 280,363 195,910 195,910 250,000 112,863 112,863 250,000 25 62 6,000 300,681 210,364 210,364 250,000 117,108 117,108 250,000 26 63 6,000 322,015 225,787 225,787 250,000 121,015 121,015 250,000 27 63 6,000 344,415 242,292 242,292 254,406 124,545 124,545 250,000 28 64 6,000 367,936 259,596 259,596 272,576 127,659 127,659 250,000 29 64 6,000 392,633 277,677 277,677 291,560 130,317 130,317 250,000 30 65 6,000 418,565 296,560 296,560 311,388 132,447 132,447 250,000 CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS SHOWN. GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE RATES. THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY OWNER AND THE INVESTMENT RESULTS OF THE FUNDS SELECTED. THE CASH VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN BE MADE BY THE COMPANY, WALNUT STREET SECURITIES, THE FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED OVER ANY PERIOD OF TIME. ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY ANNIVERSARIES. ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE COMPANY. 51 57 GENERAL AMERICAN LIFE INSURANCE COMPANY FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY FACE AMOUNT: $250,000 MALE PREFERRED NONSMOKER AGE 50 DEATH BENEFIT LEVEL (OPTION A) ANNUAL PREMIUM = $6,000 FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 12.00% (NET RATE OF 10.67%) ASSUMING CURRENT CHARGES ASSUMING GUARANTEED CHARGES ------------------------ --------------------------- END PREMIUM CASH CASH OF ANNUAL ACCUM SURRENDER CASH DEATH SURRENDER CASH DEATH YEAR AGE PAYMENT @ 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT - ------------------------------------------------------------------------------------------------------------------- 1 50 6,000 6,300 2,725 4,447 250,000 1,779 3,501 250,000 2 51 6,000 12,915 8,194 9,916 250,000 6,228 7,949 250,000 3 51 6,000 19,861 14,162 15,884 250,000 11,049 12,770 250,000 4 52 6,000 27,154 20,696 22,417 250,000 16,277 17,998 250,000 5 52 6,000 34,811 27,864 29,586 250,000 21,942 23,663 250,000 6 53 6,000 42,852 35,948 37,478 250,000 28,277 29,807 250,000 7 53 6,000 51,295 45,028 46,176 250,000 35,329 36,476 250,000 8 54 6,000 60,159 55,014 55,779 250,000 42,968 43,733 250,000 9 54 6,000 69,467 66,000 66,382 250,000 51,261 51,644 250,000 10 55 6,000 79,241 78,097 78,097 250,000 60,278 60,278 250,000 11 55 6,000 89,503 91,867 91,867 250,000 70,559 70,559 250,000 12 56 6,000 100,278 107,115 107,115 250,000 81,856 81,856 250,000 13 56 6,000 111,592 124,038 124,038 250,000 94,296 94,296 250,000 14 57 6,000 123,471 142,850 142,850 250,000 108,027 108,027 250,000 15 57 6,000 135,945 163,789 163,789 250,000 123,232 123,232 250,000 16 58 6,000 149,042 186,971 186,971 250,000 140,138 140,138 250,000 17 58 6,000 162,794 212,828 212,828 253,265 159,028 159,028 250,000 18 59 6,000 177,234 241,492 241,492 284,960 180,242 180,242 250,000 19 59 6,000 192,396 273,157 273,157 319,593 204,201 204,201 250,000 20 60 6,000 208,316 308,135 308,135 357,436 231,207 231,207 268,201 21 60 6,000 225,031 347,084 347,084 399,147 261,196 261,196 300,375 22 61 6,000 242,583 390,209 390,209 440,937 294,312 294,312 332,572 23 61 6,000 261,012 437,984 437,984 486,163 330,966 330,966 367,373 24 62 6,000 280,363 490,944 490,944 535,129 371,569 371,569 405,010 25 62 6,000 300,681 549,697 549,697 588,176 416,629 416,629 445,793 26 63 6,000 322,015 614,936 614,936 645,683 466,759 466,759 490,097 27 63 6,000 344,415 687,100 687,100 721,454 522,011 522,011 548,112 28 64 6,000 367,936 766,900 766,900 805,245 582,879 582,879 612,023 29 64 6,000 392,633 855,123 855,123 897,879 649,899 649,899 682,394 30 65 6,000 418,565 952,629 952,629 1,000,260 723,651 723,651 759,834 CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS SHOWN. GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE RATES. THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY OWNER AND THE INVESTMENT RESULTS OF THE FUNDS SELECTED. THE CASH VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN BE MADE BY THE COMPANY, WALNUT STREET SECURITIES, THE FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED OVER ANY PERIOD OF TIME. ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY ANNIVERSARIES. ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE COMPANY. 52 58 GENERAL AMERICAN LIFE INSURANCE COMPANY FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY FACE AMOUNT: $250,000 MALE PREFERRED NONSMOKER AGE 50 DEATH BENEFIT LEVEL (OPTION B) ANNUAL PREMIUM = $6,000 FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 0.00% (NET RATE OF -1.33%) ASSUMING CURRENT CHARGES ASSUMING GUARANTEED CHARGES ------------------------ --------------------------- END PREMIUM CASH CASH OF ANNUAL ACCUM SURRENDER CASH DEATH SURRENDER CASH DEATH YEAR AGE PAYMENT @ 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT - ------------------------------------------------------------------------------------------------------------------- 1 50 6,000 6,300 2,179 3,901 253,901 1,276 2,997 252,997 2 51 6,000 12,915 6,512 8,233 258,233 4,728 6,449 256,449 3 51 6,000 19,861 10,691 12,412 262,412 8,008 9,729 259,729 4 52 6,000 27,154 14,727 16,448 266,448 11,103 12,825 262,825 5 52 6,000 34,811 18,624 20,346 270,346 13,995 15,716 265,716 6 53 6,000 42,852 22,592 24,122 274,122 16,858 18,388 268,388 7 53 6,000 51,295 26,627 27,774 277,774 19,677 20,825 270,825 8 54 6,000 60,159 30,548 31,313 281,313 22,251 23,016 273,016 9 54 6,000 69,467 34,342 34,724 284,724 24,566 24,948 274,948 10 55 6,000 79,241 38,001 38,001 288,001 26,595 26,595 276,595 11 55 6,000 89,503 41,836 41,836 291,836 28,676 28,676 278,676 12 56 6,000 100,278 45,497 45,497 295,497 30,409 30,409 280,409 13 56 6,000 111,592 49,004 49,004 299,004 31,754 31,754 281,754 14 57 6,000 123,471 52,377 52,377 302,377 32,665 32,665 282,665 15 57 6,000 135,945 55,631 55,631 305,631 33,092 33,092 283,092 16 58 6,000 149,042 58,309 58,309 308,309 32,992 32,992 282,992 17 58 6,000 162,794 60,722 60,722 310,722 32,332 32,332 282,332 18 59 6,000 177,234 62,846 62,846 312,846 31,071 31,071 281,071 19 59 6,000 192,396 64,658 64,658 314,658 29,172 29,172 279,172 20 60 6,000 208,316 66,132 66,132 316,132 26,584 26,584 276,584 21 60 6,000 225,031 67,310 67,310 317,310 23,251 23,251 273,251 22 61 6,000 242,583 68,096 68,096 318,096 18,895 18,895 268,895 23 61 6,000 261,012 68,467 68,467 318,467 13,684 13,684 263,684 24 62 6,000 280,363 68,391 68,391 318,391 7,323 7,323 257,323 25 62 6,000 300,681 67,827 67,827 317,827 <F*> <F*> <F*> 26 63 6,000 322,015 66,735 66,735 316,735 <F*> <F*> <F*> 27 63 6,000 344,415 65,062 65,062 315,062 <F*> <F*> <F*> 28 64 6,000 367,936 62,750 62,750 312,750 <F*> <F*> <F*> 29 64 6,000 392,633 59,740 59,740 309,740 <F*> <F*> <F*> 30 65 6,000 418,565 55,974 55,974 305,974 <F*> <F*> <F*> CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS SHOWN. GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE RATES. THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY OWNER AND THE INVESTMENT RESULTS OF THE FUNDS SELECTED. THE CASH VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN BE MADE BY THE COMPANY, WALNUT STREET SECURITIES, THE FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED OVER ANY PERIOD OF TIME. ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY ANNIVERSARIES. ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE COMPANY. <FN> <F*> UNLESS ADDITIONAL PREMIIUM IS PAID, POLICY WILL LAPSE WITHOUT VALUE 53 59 GENERAL AMERICAN LIFE INSURANCE COMPANY FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY FACE AMOUNT: $250,000 MALE PREFERRED NONSMOKER AGE 50 DEATH BENEFIT LEVEL (OPTION B) ANNUAL PREMIUM = $6,000 FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 6.00% (NET RATE OF 4.67%) ASSUMING CURRENT CHARGES ASSUMING GUARANTEED CHARGES ------------------------ --------------------------- END PREMIUM CASH CASH OF ANNUAL ACCUM SURRENDER CASH DEATH SURRENDER CASH DEATH YEAR AGE PAYMENT @ 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT - ------------------------------------------------------------------------------------------------------------------- 1 50 6,000 6,300 2,449 4,170 254,170 1,516 3,237 253,237 2 51 6,000 12,915 7,324 9,045 259,045 5,426 7,147 257,147 3 51 6,000 19,861 12,328 14,049 264,049 9,388 11,109 261,109 4 52 6,000 27,154 17,475 19,196 269,196 13,390 15,111 265,111 5 52 6,000 34,811 22,775 24,496 274,496 17,411 19,132 269,132 6 53 6,000 42,852 28,442 29,972 279,972 21,624 23,154 273,154 7 53 6,000 51,295 34,480 35,628 285,628 26,009 27,157 277,157 8 54 6,000 60,159 40,715 41,480 291,480 30,362 31,127 281,127 9 54 6,000 69,467 47,140 47,523 297,523 34,663 35,045 285,045 10 55 6,000 79,241 53,756 53,756 303,756 38,879 38,879 288,879 11 55 6,000 89,503 60,921 60,921 310,921 43,378 43,378 293,378 12 56 6,000 100,278 68,297 68,297 318,297 47,759 47,759 297,759 13 56 6,000 111,592 75,912 75,912 325,912 51,972 51,972 301,972 14 57 6,000 123,471 83,796 83,796 333,796 55,954 55,954 305,954 15 57 6,000 135,945 91,978 91,978 341,978 59,639 59,639 309,639 16 58 6,000 149,042 99,996 99,996 349,996 62,961 62,961 312,961 17 58 6,000 162,794 108,157 108,157 358,157 65,862 65,862 315,862 18 59 6,000 177,234 116,441 116,441 366,441 68,273 68,273 318,273 19 59 6,000 192,396 124,825 124,825 374,825 70,126 70,126 320,126 20 60 6,000 208,316 133,283 133,283 383,283 71,332 71,332 321,332 21 60 6,000 225,031 141,923 141,923 391,923 71,838 71,838 321,838 22 61 6,000 242,583 150,595 150,595 400,595 71,275 71,275 321,275 23 61 6,000 261,012 159,269 159,269 409,269 69,752 69,752 319,752 24 62 6,000 280,363 167,910 167,910 417,910 66,908 66,908 316,908 25 62 6,000 300,681 176,469 176,469 426,469 62,525 62,525 312,525 26 63 6,000 322,015 184,894 184,894 434,894 56,425 56,425 306,425 27 63 6,000 344,415 193,119 193,119 443,119 48,427 48,427 298,427 28 64 6,000 367,936 201,066 201,066 451,066 38,356 38,356 288,356 29 64 6,000 392,633 208,656 208,656 458,656 26,046 26,046 276,046 30 65 6,000 418,565 215,801 215,801 465,801 11,281 11,281 261,281 CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS SHOWN. GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE RATES. THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY OWNER AND THE INVESTMENT RESULTS OF THE FUNDS SELECTED. THE CASH VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN BE MADE BY THE COMPANY, WALNUT STREET SECURITIES, THE FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED OVER ANY PERIOD OF TIME. ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY ANNIVERSARIES. ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE COMPANY. 54 60 GENERAL AMERICAN LIFE INSURANCE COMPANY FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY FACE AMOUNT: $250,000 MALE PREFERRED NONSMOKER AGE 50 DEATH BENEFIT LEVEL (OPTION B) ANNUAL PREMIUM = $6,000 FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 12.00% (NET RATE OF 10.67%) ASSUMING CURRENT CHARGES ASSUMING GUARANTEED CHARGES ------------------------ --------------------------- END PREMIUM CASH CASH OF ANNUAL ACCUM SURRENDER CASH DEATH SURRENDER CASH DEATH YEAR AGE PAYMENT @ 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT - ------------------------------------------------------------------------------------------------------------------- 1 50 6,000 6,300 2,719 4,440 254,440 1,757 3,478 253,478 2 51 6,000 12,915 8,169 9,891 259,891 6,155 7,876 257,876 3 51 6,000 19,861 14,100 15,821 265,821 10,888 12,609 262,609 4 52 6,000 27,154 20,569 22,291 272,291 15,976 17,697 267,697 5 52 6,000 34,811 27,639 29,361 279,361 21,433 23,154 273,154 6 53 6,000 42,852 35,581 37,111 287,111 27,472 29,002 279,002 7 53 6,000 51,295 44,463 45,610 295,610 34,113 35,260 285,260 8 54 6,000 60,159 54,181 54,946 304,946 41,195 41,960 291,960 9 54 6,000 69,467 64,812 65,194 315,194 48,748 49,130 299,130 10 55 6,000 79,241 76,400 76,440 326,440 56,789 56,789 306,789 11 55 6,000 89,503 89,573 89,573 339,573 65,789 65,789 315,789 12 56 6,000 100,278 103,985 103,985 353,985 75,416 75,416 325,416 13 56 6,000 111,592 119,834 119,834 369,834 85,691 85,691 335,691 14 57 6,000 123,471 137,293 137,293 387,293 96,628 96,628 346,628 15 57 6,000 135,945 156,550 156,550 406,550 108,241 108,241 358,241 16 58 6,000 149,042 177,312 177,312 427,312 120,551 120,551 370,551 17 58 6,000 162,794 200,065 200,065 450,065 133,590 133,590 383,590 18 59 6,000 177,234 224,993 224,993 474,993 147,387 147,387 397,387 19 59 6,000 192,396 252,303 252,303 502,303 161,978 161,978 411,978 20 60 6,000 208,316 282,220 282,220 532,220 177,384 177,384 427,384 21 60 6,000 225,031 315,278 315,278 565,278 193,776 193,776 443,776 22 61 6,000 242,583 351,529 351,529 601,529 210,826 210,826 460,826 23 61 6,000 261,012 391,292 391,292 641,292 228,772 228,772 478,772 24 62 6,000 280,363 434,910 434,910 684,910 247,389 247,389 497,389 25 62 6,000 300,681 482,756 482,756 732,756 266,594 266,594 516,594 26 63 6,000 322,015 535,239 535,239 785,239 286,345 286,345 536,345 27 63 6,000 344,415 592,806 592,806 842,806 306,603 306,603 556,603 28 64 6,000 367,936 655,940 655,940 905,940 327,340 327,340 577,340 29 64 6,000 392,633 725,180 725,180 975,180 348,544 348,544 598,544 30 65 6,000 418,565 801,120 801,120 1,051,120 370,157 370,157 620,157 CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS SHOWN. GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE RATES. THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY OWNER AND THE INVESTMENT RESULTS OF THE FUNDS SELECTED. THE CASH VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN BE MADE BY THE COMPANY, WALNUT STREET SECURITIES, THE FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED OVER ANY PERIOD OF TIME. ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY ANNIVERSARIES. ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE COMPANY. 55 61 GENERAL AMERICAN LIFE INSURANCE COMPANY FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY FACE AMOUNT: $250,000 MALE PREFERRED NONSMOKER AGE 50 DEATH BENEFIT LEVEL (OPTION C) ANNUAL PREMIUM = $6,000 FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 0.00% (NET RATE OF -1.33%) ASSUMING CURRENT CHARGES ASSUMING GUARANTEED CHARGES ------------------------ --------------------------- END PREMIUM CASH CASH OF ANNUAL ACCUM SURRENDER CASH DEATH SURRENDER CASH DEATH YEAR AGE PAYMENT @ 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT - ------------------------------------------------------------------------------------------------------------------- 1 50 6,000 6,300 2,185 3,906 250,000 1,296 3,017 250,000 2 51 6,000 12,915 6,532 8,254 250,000 4,787 6,508 250,000 3 51 6,000 19,861 10,739 12,460 250,000 8,130 9,851 250,000 4 52 6,000 27,154 14,817 16,538 250,000 11,315 13,036 250,000 5 52 6,000 34,811 18,772 20,494 250,000 14,325 16,046 250,000 6 53 6,000 42,852 22,815 24,345 250,000 17,340 18,870 250,000 7 53 6,000 51,295 26,945 28,093 250,000 20,349 21,497 250,000 8 54 6,000 60,159 30,981 31,746 250,000 23,154 23,919 250,000 9 54 6,000 69,467 34,912 35,295 250,000 25,744 26,127 250,000 10 55 6,000 79,241 38,736 38,736 250,000 28,098 28,098 250,000 11 55 6,000 89,503 42,777 42,777 250,000 30,564 30,564 250,000 12 56 6,000 100,278 46,685 46,685 250,000 32,752 32,752 250,000 13 56 6,000 111,592 50,480 50,480 250,000 34,629 34,629 250,000 14 57 6,000 123,471 54,180 54,180 250,000 36,155 36,155 250,000 15 57 6,000 135,945 57,797 57,797 250,000 37,288 37,288 250,000 16 58 6,000 149,042 60,991 60,991 250,000 37,988 37,988 250,000 17 58 6,000 162,794 64,001 64,001 250,000 38,220 38,220 250,000 18 59 6,000 177,234 66,814 66,814 250,000 37,941 37,941 250,000 19 59 6,000 192,396 69,417 69,417 250,000 37,105 37,105 250,000 20 60 6,000 208,316 71,794 71,794 250,000 35,647 35,647 250,000 21 60 6,000 225,031 74,006 74,006 250,000 33,507 33,507 250,000 22 61 6,000 242,583 75,964 75,964 250,000 30,392 30,392 250,000 23 61 6,000 261,012 77,652 77,652 250,000 26,387 26,387 250,000 24 62 6,000 280,363 79,051 79,051 250,000 21,157 21,157 250,000 25 62 6,000 300,681 80,131 80,131 250,000 14,467 14,467 250,000 26 63 6,000 322,015 80,862 80,862 250,000 6,084 6,084 250,000 27 63 6,000 344,415 81,206 81,206 250,000 <F*> <F*> <F*> 28 64 6,000 367,936 81,113 81,113 250,000 <F*> <F*> <F*> 29 64 6,000 392,633 80,532 80,532 250,000 <F*> <F*> <F*> 30 65 6,000 418,565 79,404 79,404 250,000 <F*> <F*> <F*> CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS SHOWN. GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE RATES. THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY OWNER AND THE INVESTMENT RESULTS OF THE FUNDS SELECTED. THE CASH VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN BE MADE BY THE COMPANY, WALNUT STREET SECURITIES, THE FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED OVER ANY PERIOD OF TIME. ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY ANNIVERSARIES. ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE COMPANY. <FN> <F*> UNLESS ADDITIONAL PREMIIUM IS PAID, POLICY WILL LAPSE WITHOUT VALUE 56 62 GENERAL AMERICAN LIFE INSURANCE COMPANY FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY FACE AMOUNT: $250,000 MALE PREFERRED NONSMOKER AGE 50 DEATH BENEFIT LEVEL (OPTION C) ANNUAL PREMIUM = $6,000 FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 6.00% (NET RATE OF 4.67%) ASSUMING CURRENT CHARGES ASSUMING GUARANTEED CHARGES ------------------------ --------------------------- END PREMIUM CASH CASH OF ANNUAL ACCUM SURRENDER CASH DEATH SURRENDER CASH DEATH YEAR AGE PAYMENT @ 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT - ------------------------------------------------------------------------------------------------------------------- 1 50 6,000 6,300 2,455 4,176 250,000 1,537 3,258 250,000 2 51 6,000 12,915 7,346 9,068 250,000 5,492 7,213 250,000 3 51 6,000 19,861 12,383 14,104 250,000 9,529 11,250 250,000 4 52 6,000 27,154 17,582 19,303 250,000 13,643 15,364 250,000 5 52 6,000 34,811 22,958 24,679 250,000 17,822 19,543 250,000 6 53 6,000 42,852 28,729 30,259 250,000 22,249 23,779 250,000 7 53 6,000 51,295 34,906 36,053 250,000 26,917 28,064 250,000 8 54 6,000 60,159 41,317 42,082 250,000 31,632 32,397 250,000 9 54 6,000 69,467 47,966 48,348 250,000 36,390 36,772 250,000 10 55 6,000 79,241 54,861 54,861 250,000 41,175 41,175 250,000 11 55 6,000 89,503 62,391 62,391 250,000 46,387 46,387 250,000 12 56 6,000 100,278 70,225 70,225 250,000 51,651 51,651 250,000 13 56 6,000 111,592 78,400 78,400 250,000 56,951 56,951 250,000 14 57 6,000 123,471 86,953 86,953 250,000 62,263 62,263 250,000 15 57 6,000 135,945 95,922 95,922 250,000 67,567 67,567 250,000 16 58 6,000 149,042 105,054 105,054 250,000 72,846 72,846 250,000 17 58 6,000 162,794 114,575 114,575 250,000 78,093 78,093 250,000 18 59 6,000 177,234 124,510 124,510 250,000 83,298 83,298 250,000 19 59 6,000 192,396 134,892 134,892 250,000 88,454 88,454 250,000 20 60 6,000 208,316 145,760 145,760 250,000 93,547 93,547 250,000 21 60 6,000 225,031 157,311 157,311 250,000 98,643 98,643 250,000 22 61 6,000 242,583 169,455 169,455 254,013 103,527 103,527 250,000 23 61 6,000 261,012 182,062 182,062 267,359 108,316 108,316 250,000 24 62 6,000 280,363 195,121 195,121 280,858 112,863 112,863 250,000 25 62 6,000 300,681 208,640 208,640 294,621 117,108 117,108 250,000 26 63 6,000 322,015 222,629 222,629 308,697 121,015 121,015 250,000 27 63 6,000 344,415 237,093 237,093 323,086 124,545 124,545 250,000 28 64 6,000 367,936 252,037 252,037 337,806 127,659 127,659 250,000 29 64 6,000 392,633 267,469 267,469 352,871 130,317 130,317 250,000 30 65 6,000 418,565 283,396 283,396 368,245 132,447 132,447 250,000 CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS SHOWN. GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE RATES. THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY OWNER AND THE INVESTMENT RESULTS OF THE FUNDS SELECTED. THE CASH VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN BE MADE BY THE COMPANY, WALNUT STREET SECURITIES, THE FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED OVER ANY PERIOD OF TIME. ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY ANNIVERSARIES. ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE COMPANY. 57 63 GENERAL AMERICAN LIFE INSURANCE COMPANY FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY FACE AMOUNT: $250,000 MALE PREFERRED NONSMOKER AGE 50 DEATH BENEFIT LEVEL (OPTION C) ANNUAL PREMIUM = $6,000 FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 12.00% (NET RATE OF 10.67%) ASSUMING CURRENT CHARGES ASSUMING GUARANTEED CHARGES ------------------------ --------------------------- END PREMIUM CASH CASH OF ANNUAL ACCUM SURRENDER CASH DEATH SURRENDER CASH DEATH YEAR AGE PAYMENT @ 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT - ------------------------------------------------------------------------------------------------------------------- 1 50 6,000 6,300 2,725 4,447 250,000 1,779 3,501 250,000 2 51 6,000 12,915 8,194 9,916 250,000 6,228 7,949 250,000 3 51 6,000 19,861 14,162 15,884 250,000 11,049 12,770 250,000 4 52 6,000 27,154 20,696 22,417 250,000 16,277 17,998 250,000 5 52 6,000 34,811 27,864 29,586 250,000 21,942 23,663 250,000 6 53 6,000 42,852 35,948 37,478 250,000 28,277 29,807 250,000 7 53 6,000 51,295 45,028 46,176 250,000 35,329 36,476 250,000 8 54 6,000 60,159 55,014 55,779 250,000 42,968 43,733 250,000 9 54 6,000 69,467 66,000 66,382 250,000 51,261 51,644 250,000 10 55 6,000 79,241 78,097 78,097 250,000 60,278 60,278 250,000 11 55 6,000 89,503 91,867 91,867 250,000 70,559 70,559 250,000 12 56 6,000 100,278 107,115 107,115 250,000 81,856 81,856 250,000 13 56 6,000 111,592 124,038 124,038 250,000 94,296 94,296 250,000 14 57 6,000 123,471 142,841 142,841 258,628 108,027 108,027 250,000 15 57 6,000 135,945 163,606 163,606 288,683 123,232 123,232 250,000 16 58 6,000 149,042 186,254 186,254 320,469 140,138 140,138 250,000 17 58 6,000 162,794 211,126 211,126 354,480 158,878 158,878 266,757 18 59 6,000 177,234 238,427 238,427 390,877 179,210 179,210 293,797 19 59 6,000 192,396 268,383 268,383 429,869 201,238 201,238 322,323 20 60 6,000 208,316 301,239 301,239 471,679 225,087 225,087 352,441 21 60 6,000 225,031 337,568 337,568 516,985 251,102 251,102 384,562 22 61 6,000 242,583 377,425 377,425 565,760 279,136 279,136 418,424 23 61 6,000 261,012 421,143 421,143 618,448 309,456 309,456 454,436 24 62 6,000 280,363 469,085 469,085 675,200 342,098 342,098 492,416 25 62 6,000 300,681 521,637 521,637 736,603 377,177 377,177 532,611 26 63 6,000 322,015 579,219 579,219 803,145 414,844 414,844 575,223 27 63 6,000 344,415 642,285 642,285 875,242 455,272 455,272 620,399 28 64 6,000 367,936 711,318 711,318 953,380 498,657 498,657 668,350 29 64 6,000 392,633 786,850 786,850 1,038,091 545,229 545,229 719,321 30 65 6,000 418,565 869,465 869,465 1,129,783 595,221 595,221 773,430 CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS SHOWN. GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE RATES. THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY OWNER AND THE INVESTMENT RESULTS OF THE FUNDS SELECTED. THE CASH VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN BE MADE BY THE COMPANY, WALNUT STREET SECURITIES, THE FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED OVER ANY PERIOD OF TIME. ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY ANNIVERSARIES. ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE COMPANY. 58 64 INDEPENDENT AUDITORS' REPORT The Board of Directors General American Life Insurance Company and Policyholders of General American Separate Account Eleven: We have audited the statements of assets and liabilities, including the schedule of investments, of the S & P 500 Index, Money Market, Bond Index, Managed Equity, Asset Allocation, International Index, Mid-Cap Equity, Small-Cap Equity, Equity-Income, Growth, Overseas, Asset Manager, High Income, Worldwide Hard Assets, Multi-style Equity, Core Bond, Aggressive Equity, and Non-US Fund Divisions of General American Separate Account Eleven as of December 31, 1997, and the related statements of operations and changes in net assets for each of the years in the three-year period then ended. These financial statements are the responsibility of the management of General American Separate Account Eleven. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Investments owned as of December 31, 1997 were verified by audit of the statements of assets and liabilities of the underlying portfolios of General American Capital Company and confirmation by correspondence with respect to the Variable Insurance Products Fund and the Variable Insurance Products Fund II sponsored by Fidelity Investments, the Van Eck World Wide Insurance Trust sponsored by Van Eck Associates Corporation, and the Russell Insurance Funds sponsored by Frank Russell Investment Company. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the S & P 500 Index, Money Market, Bond Index, Managed Equity, Asset Allocation, International Index, Mid-Cap Equity, Small-Cap Equity, Equity-Income, Growth, Overseas, Asset Manager, High Income, Worldwide Hard Assets, Multi-Style Equity, Core Bond, Aggressive Equity, and Non-US Fund Divisions of General American Separate Account Eleven as of December 31, 1997, the results of their operations and changes in their net assets for each of the years in the three-year period then ended, in conformity with generally accepted accounting principles. KPMG Peat Marwick LLP St. Louis, Missouri February 9, 1998 65 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN STATEMENTS OF ASSETS AND LIABILITIES DECEMBER 31, 1997 S & P 500 MONEY BOND MANAGED ASSET INDEX MARKET INDEX EQUITY ALLOCATION FUND DIVISION FUND DIVISION FUND DIVISION FUND DIVISION FUND DIVISION ------------- ------------- ------------- ------------- ------------- Assets: Investments in General American Capital Company at market value (see Schedule of Investments): $20,581,893 $8,600,564 $3,450,248 $4,241,762 $10,482,605 Receivable from General American Life Insurance Company 0 715,691 0 0 0 ----------- ---------- ---------- ---------- ----------- Total assets 20,581,893 9,316,255 3,450,248 4,241,762 10,482,605 ----------- ---------- ---------- ---------- ----------- Liabilities: Payable to General American Life Insurance Company 3,570 0 1,704 6,447 6,300 ----------- ---------- ---------- ---------- ----------- Total net assets $20,578,323 $9,316,255 $3,448,544 $4,235,315 $10,476,305 =========== ========== ========== ========== =========== Total net assets represented by: Individual Variable Universal Life cash value invested in Separate Account $ 8,460,347 $ 782,727 $2,066,526 $2,634,705 $ 8,267,995 Individual Variable General Select Plus cash value invested in Separate Account 5,747,133 6,532,380 655,815 740,703 1,259,015 Individual Variable Universal Life-100 cash value invested in Separate Account 6,370,843 1,911,272 726,203 859,907 949,295 Russell Variable Universal Life cash value invested in Separate Account 0 89,876 0 0 0 ----------- ---------- ---------- ---------- ----------- Total net assets $20,578,323 $9,316,255 $3,448,544 $4,235,315 $10,476,305 =========== ========== ========== ========== =========== Total units held - VUL-95 236,305 46,703 97,454 92,710 282,838 Total units held - VGSP 248,494 535,853 50,400 37,481 72,507 Total units held - VUL-100 292,865 166,128 55,636 44,402 55,074 Total units held - Russell VUL 0 8,547 0 0 0 VUL-95 Net unit value $ 35.80 $ 16.76 $ 21.21 $ 28.42 $ 29.23 VGSP Net unit value $ 23.13 $ 12.19 $ 13.01 $ 19.76 $ 17.36 VUL-100 Net unit value $ 21.75 $ 11.50 $ 13.05 $ 19.37 $ 17.24 Russell VUL Net unit value $ 10.52 Cost of investments $17,072,779 $8,673,549 $3,434,435 $3,756,762 $ 8,720,069 See accompanying notes to the financial statements. (continued) 66 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN STATEMENTS OF ASSETS AND LIABILITIES DECEMBER 31, 1997 INTERNATIONAL MID-CAP SMALL-CAP EQUITY- INDEX EQUITY EQUITY INCOME GROWTH FUND DIVISION<F*> FUND DIVISION<F**> FUND DIVISION FUND DIVISION FUND DIVISION ----------------- ------------------ ------------- ------------- ------------- Assets: Investments in General American Capital Company at market value (see Schedule of Investments): $7,866,879 $6,232,329 $1,143,813 $ 0 $ 0 Investments in Variable Insurance Products Fund at market value (see Schedule of Investments): 0 0 0 17,001,106 22,237,647 Receivable from General American Life Insurance Company 0 2,387 41 0 0 ---------- ---------- ---------- ----------- ----------- Total assets 7,866,879 6,234,716 1,143,854 17,001,106 22,237,647 ---------- ---------- ---------- ----------- ----------- Liabilities: Payable to General American Life Insurance Company 2,586 0 0 5,289 9,056 ---------- ---------- ---------- ----------- ----------- Total net assets $7,864,293 $6,234,716 $1,143,854 $16,995,817 $22,228,591 ========== ========== ========== =========== =========== Total net assets represented by: Individual Variable Universal Life cash value invested in Separate Account $2,758,129 $3,609,898 $ 458,303 $ 6,510,189 $ 8,787,216 Individual Variable General Select Plus cash value invested in Separate Account 953,767 1,616,472 391,596 5,047,948 6,674,197 Individual Variable Universal Life-100 cash value invested in Separate Account 966,544 1,008,346 293,955 5,437,680 6,767,178 General American Life Insurance Company seed money 3,185,853 0 0 0 0 ---------- ---------- ---------- ----------- ----------- Total net assets $7,864,293 $6,234,716 $1,143,854 $16,995,817 $22,228,591 ========== ========== ========== =========== =========== Total units held - VUL-95 175,226 174,121 35,177 292,344 407,913 Total units held - VGSP 70,058 77,919 30,027 226,141 328,018 Total units held - VUL-100 83,423 53,229 22,570 282,274 362,381 Total units held - Seed Money 200,000 0 0 0 0 VUL-95 Net unit value $ 15.74 $ 20.73 $ 13.03 $ 22.27 $ 21.54 VGSP Net unit value $ 13.61 $ 20.75 $ 13.04 $ 22.32 $ 20.35 VUL-100 Net unit value $ 11.59 $ 18.94 $ 13.02 $ 19.26 $ 18.67 Cost of investments $7,797,863 $5,262,750 $1,277,188 $13,670,582 $17,509,262 <FN> <F*> This fund was formerly known as the International Equity Fund. <F**>This fund was formerly known as the Special Equity Fund. See accompanying notes to the financial statements. (continued) 67 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN STATEMENTS OF ASSETS AND LIABILITIES DECEMBER 31, 1997 ASSET HIGH WORLDWIDE OVERSEAS MANAGER INCOME HARD ASSETS FUND DIVISION FUND DIVISION FUND DIVISION FUND DIVISION<F*> ------------- ------------- ------------- ----------------- Assets: Investments in Variable Insurance Products Fund at market value (see Schedule of Investments): $8,174,972 $ 0 $2,175,014 $ 0 Investments in Variable Insurance Products Fund II at market value (see Schedule of Investments): 0 577,825 0 0 Investments in Van Eck Worldwide Insurance Trust at market value (see Schedule of Investments): 0 0 0 269,764 Receivable from General American Life Insurance Company 0 0 0 41 ---------- -------- ---------- -------- Total assets 8,174,972 577,825 2,175,014 269,805 ---------- -------- ---------- -------- Liabilities: Payable to General American Life Insurance Company 3,488 368 2,095 0 ---------- -------- ---------- -------- Total net assets $8,171,484 $577,457 $2,172,919 $269,805 ========== ======== ========== ======== Total net assets represented by: Individual Variable Universal Life cash value invested in Separate Account $4,197,173 $ 30,870 $ 264,448 $117,116 Individual Variable General Select Plus cash value invested in Separate Account 2,612,802 111,623 923,865 32,914 Individual Variable Universal Life-100 cash value invested in Separate Account 1,361,509 434,964 984,606 119,775 ---------- -------- ---------- -------- Total net assets $8,171,484 $577,457 $2,172,919 $269,805 ========== ======== ========== ======== Total units held - VUL-95 242,563 2,132 18,572 10,326 Total units held - VGSP 168,708 7,680 64,632 2,892 Total units held - VUL-100 100,943 30,075 69,238 10,573 VUL-95 Net unit value $ 17.30 $ 14.48 $ 14.24 $ 11.34 VGSP Net unit value $ 15.49 $ 14.53 $ 14.29 $ 11.38 VUL-100 Net unit value $ 13.49 $ 14.46 $ 14.22 $ 11.33 Cost of investments $7,472,992 $523,566 $1,954,241 $280,524 <FN> <F*>This fund was formerly known as the Gold & Natural Resources Fund. See accompanying notes to the financial statements. (continued) 68 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN STATEMENTS OF ASSETS AND LIABILITIES DECEMBER 31, 1997 MULTI-STYLE AGGRESSIVE EQUITY CORE BOND EQUITY NON-US FUND DIVISION FUND DIVISION FUND DIVISION FUND DIVISION ------------- ------------- ------------- ------------- Assets: Investments in Russell Insurance Fund at market value (see Schedule of Investments): $2,538,339 $1,153,638 $1,344,291 $782,951 Receivable from General American Life Insurance Company 941 769 1,134 892 ---------- ---------- ---------- -------- Total assets 2,539,280 1,154,407 1,345,425 783,843 ---------- ---------- ---------- -------- Liabilities: Payable to General American Life Insurance Company 0 0 0 0 ---------- ---------- ---------- -------- Total net assets $2,539,280 $1,154,407 $1,345,425 $783,843 ========== ========== ========== ======== Total net assets represented by: Individual Variable General Select Plus cash value invested in Separate Account $ 601,650 $ 235,820 $ 335,282 $293,990 Russell Variable Universal Life cash value invested in Separate Account 1,937,630 918,587 1,010,143 489,853 ---------- ---------- ---------- -------- Total net assets $2,539,280 $1,154,407 $1,345,425 $783,843 ========== ========== ========== ======== Total units held - VGSP 46,930 21,414 25,100 28,578 Total units held - Russell VUL 151,491 84,125 75,156 49,083 VGSP Net unit value $ 12.82 $ 11.01 $ 13.36 $ 10.29 Russell VUL Net unit value $ 12.79 $ 10.92 $ 13.44 $ 9.98 Cost of investments $2,536,786 $1,126,156 $1,320,664 $840,268 See accompanying notes to the financial statements. 69 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN STATEMENTS OF OPERATIONS YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995 S & P 500 INDEX MONEY MARKET FUND DIVISION FUND DIVISION ---------------------------------- --------------------------------- 1997 1996 1995 1997 1996 1995 ---------- ---------- ---------- --------- --------- --------- Investment income<F*> $ -- $ -- $ -- $ -- $ -- $ -- Expenses: Mortality and expense charges - VUL-95 (59,320) (38,288) (31,973) (7,951) (8,690) (13,058) Mortality and expense charges - VGSP (29,674) (16,887) (3,459) (12,872) (21,323) (8,747) Mortality and expense charges - VUL-100 (36,234) (9,712) (233) (13,566) (10,113) (1,350) Mortality and expense charges - Russell VUL 0 0 0 (1,626) 0 0 ---------- ---------- ---------- --------- --------- --------- Total expenses (125,228) (64,887) (35,665) (36,015) (40,126) (23,155) ---------- ---------- ---------- --------- --------- --------- Net investment expense (125,228) (64,887) (35,665) (36,015) (40,126) (23,155) ---------- ---------- ---------- --------- --------- --------- Net realized gain on investments: Realized gain from distributions 913,559 435,253 128,459 121,801 363,544 231,929 Realized gain (loss) on sales 1,570,537 244,401 339,252 (48,325) 14,173 65,400 ---------- ---------- ---------- --------- --------- --------- Net realized gain on investments 2,484,096 679,654 467,711 73,476 377,717 297,329 ---------- ---------- ---------- --------- --------- --------- Net unrealized gain (loss) on investments: Unrealized gain (loss) on investments, beginning of period 1,982,215 851,246 (10,068) (256,852) (158,740) (31,189) Unrealized gain (loss) on investments, end of period 3,509,114 1,982,215 851,246 (72,985) (256,852) (158,740) ---------- ---------- ---------- --------- --------- --------- Net unrealized gain (loss) on investments 1,526,899 1,130,969 861,314 183,867 (98,112) (127,551) ---------- ---------- ---------- --------- --------- --------- Net gain on investments 4,010,995 1,810,623 1,329,025 257,343 279,605 169,778 ---------- ---------- ---------- --------- --------- --------- Net increase in net assets resulting from operations $3,885,767 $1,745,736 $1,293,360 $ 221,328 $ 239,479 $ 146,623 ========== ========== ========== ========= ========= ========= <FN> <F*>See Note 2C. See accompanying notes to the financial statements. (continued) 70 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN STATEMENTS OF OPERATIONS YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995 BOND INDEX MANAGED EQUITY FUND DIVISION FUND DIVISION --------------------------------- -------------------------------- 1997 1996 1995 1997 1996 1995 --------- --------- --------- -------- -------- --------- Investment income<F*> $ -- $ -- $ -- $ -- $ -- $ -- Expenses: Mortality and expense charges - VUL-95 (14,601) (11,376) (18,478) (20,327) (16,463) (16,717) Mortality and expense charges - VGSP (3,943) (10,234) (153) (4,370) (1,751) (208) Mortality and expense charges - VUL-100 (4,363) (1,802) (24) (4,815) (1,080) (40) --------- --------- --------- -------- -------- --------- Total expenses (22,907) (23,412) (18,655) (29,512) (19,294) (16,965) --------- --------- --------- -------- -------- --------- Net investment expense (22,907) (23,412) (18,655) (29,512) (19,294) (16,965) --------- --------- --------- -------- -------- --------- Net realized gain (loss) on investments: Realized gain from distributions 165,804 496,106 70,070 251,405 292,621 193,544 Realized gain (loss) on sales (176,276) (15,797) (31,850) 95,532 11,431 (1,087) --------- --------- --------- -------- -------- --------- Net realized gain (loss) on investments (10,472) 480,309 38,220 346,937 304,052 192,457 --------- --------- --------- -------- -------- --------- Net unrealized gain (loss) on investments: Unrealized gain (loss) on investments, beginning of period (234,659) 19,005 (313,506) 116,769 (26,912) (408,116) Unrealized gain (loss) on investments, end of period 15,812 (234,659) 19,005 485,000 116,769 (26,912) --------- --------- --------- -------- -------- --------- Net unrealized gain (loss) on investments 250,471 (253,664) 332,511 368,231 143,681 381,204 --------- --------- --------- -------- -------- --------- Net gain on investments 239,999 226,645 370,731 715,168 447,733 573,661 --------- --------- --------- -------- -------- --------- Net increase in net assets resulting from operations $ 217,092 $ 203,233 $ 352,076 $685,656 $428,439 $ 556,696 ========= ========= ========= ======== ======== ========= <FN> <F*>See Note 2C. See accompanying notes to the financial statements. (continued) 71 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN STATEMENTS OF OPERATIONS YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995 ASSET ALLOCATION INTERNATIONAL INDEX FUND DIVISION FUND DIVISION<F*> ---------------------------------- --------------------------------- 1997 1996 1995 1997 1996 1995 ---------- ---------- ---------- --------- -------- --------- Investment income<F**> $ -- $ -- $ -- $ -- $ -- $ -- Expenses: Mortality and expense charges - VUL-95 (67,466) (52,462) (46,892) (23,446) (19,773) (13,991) Mortality and expense charges - VGSP (7,499) (5,214) (5,214) (5,564) (3,014) (2,260) Mortality and expense charges - VUL-100 (5,279) (1,078) (10) (6,468) (2,475) (66) Mortality and expense charges - Seed Money 0 0 0 (27,476) (25,684) (23,784) ---------- ---------- ---------- --------- -------- --------- Total expenses (80,244) (58,754) (52,116) (62,954) (50,946) (40,101) ---------- ---------- ---------- --------- -------- --------- Net investment expense (80,244) (58,754) (52,116) (62,954) (50,946) (40,101) ---------- ---------- ---------- --------- -------- --------- Net realized gain on investments: Realized gain from distributions 311,438 554,498 474,238 220,590 164,186 514,927 Realized gain on sales 195,821 36,291 131,272 136,741 43,830 41,508 ---------- ---------- ---------- --------- -------- --------- Net realized gain on investments: 507,259 590,789 605,510 357,331 208,016 556,435 ---------- ---------- ---------- --------- -------- --------- Net unrealized gain (loss) on investments: Unrealized gain (loss) on investments, beginning of period 657,734 197,823 (765,423) 268,331 40,286 198,307 Unrealized gain on investments, end of period 1,762,536 657,734 197,823 69,016 268,331 40,286 ---------- ---------- ---------- --------- -------- --------- Net unrealized gain (loss) on investments 1,104,802 459,911 963,246 (199,315) 228,045 (158,021) ---------- ---------- ---------- --------- -------- --------- Net gain on investments 1,612,061 1,050,700 1,568,756 158,016 436,061 398,414 ---------- ---------- ---------- --------- -------- --------- Net increase in net assets resulting from operations $1,531,817 $ 991,946 $1,516,640 $ 95,062 $385,115 $ 358,313 ========== ========== ========== ========= ======== ========= <FN> <F*> This fund was formerly known as the International Equity Fund. <F**>See Note 2C. See accompanying notes to the financial statements. (continued) 72 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN STATEMENTS OF OPERATIONS YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995 MID-CAP EQUITY SMALL-CAP EQUITY FUND DIVISION<F*> FUND DIVISION ---------------------------------- ---------------- 1997 1996 1995 1997<F***> ---------- ---------- -------- --------- Investment income<F**> $ -- $ -- $ -- $ -- Expenses: Mortality and expense charges - VUL-95 (26,828) (21,527) (16,741) (787) Mortality and expense charges - VGSP (7,567) (4,349) (3,645) (869) Mortality and expense charges - VUL-100 (6,142) (2,084) (72) (627) Mortality and expense charges - Seed Money 0 (5,213) (11,191) 0 ---------- ---------- -------- --------- Total expenses (40,537) (33,173) (31,649) (2,283) ---------- ---------- -------- --------- Net investment expense (40,537) (33,173) (31,649) (2,283) ---------- ---------- -------- --------- Net realized gain on investments: Realized gain from distributions 262,603 805,221 210,225 149,353 Realized gain on sales 188,905 417,832 121,217 1,064 ---------- ---------- -------- --------- Net realized gain on investments: 451,508 1,223,053 331,442 150,417 ---------- ---------- -------- --------- Net unrealized gain (loss) on investments: Unrealized gain on investments, beginning of period 24,121 464,281 75,550 0 Unrealized gain (loss) on investments, end of period 969,578 24,121 464,281 (133,375) ---------- ---------- -------- --------- Net unrealized gain (loss) on investments 945,457 (440,160) 388,731 (133,375) ---------- ---------- -------- --------- Net gain on investments 1,396,965 782,893 720,173 17,042 ---------- ---------- -------- --------- Net increase in net assets resulting from operations $1,356,428 $ 749,720 $688,524 $ 14,759 ========== ========== ======== ========= <FN> <F*> This fund was formerly known as the Special Equity Fund. <F**> See Note 2C. <F***>The Small-Cap Equity Fund began operations on May 1, 1997. See accompanying notes to the financial statements. (continued) 73 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN STATEMENTS OF OPERATIONS YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995 EQUITY-INCOME GROWTH FUND DIVISION FUND DIVISION ---------------------------------- ---------------------------------- 1997 1996 1995 1997 1996 1995 ---------- ---------- ---------- ---------- ---------- ---------- Investment income: Dividend income $ 186,680 $ 9,260 $ 94,314 $ 94,061 $ 21,639 $ 21,771 Expenses: Mortality and expense charges - VUL-95 (49,108) (38,120) (24,157) (65,287) (51,026) (34,577) Mortality and expense charges - VGSP (27,082) (13,918) (6,731) (37,459) (19,582) (11,893) Mortality and expense charges - VUL-100 (34,605) (10,210) (378) (42,613) (14,179) (439) ---------- ---------- ---------- ---------- ---------- ---------- Total expenses (110,795) (62,248) (31,266) (145,359) (84,787) (46,909) ---------- ---------- ---------- ---------- ---------- ---------- Net investment income (loss) 75,885 (52,988) 63,048 (51,298) (63,148) (25,138) ---------- ---------- ---------- ---------- ---------- ---------- Net realized gain on investments: Realized gain from distributions 938,582 265,454 125,686 421,033 546,396 0 Realized gain on sales 310,747 130,118 67,467 381,175 254,460 176,048 ---------- ---------- ---------- ---------- ---------- ---------- Net realized gain on investments: 1,249,329 395,572 193,153 802,208 800,856 176,048 ---------- ---------- ---------- ---------- ---------- ---------- Net unrealized gain on investments: Unrealized gain on investments, beginning of period 1,528,943 868,207 17,485 2,039,425 1,501,642 51,539 Unrealized gain on investments, end of period 3,330,524 1,528,943 868,207 4,728,383 2,039,425 1,501,642 ---------- ---------- ---------- ---------- ---------- ---------- Net unrealized gain on investments 1,801,581 660,736 850,722 2,688,958 537,783 1,450,103 ---------- ---------- ---------- ---------- ---------- ---------- Net gain on investments 3,050,910 1,056,308 918,189 3,491,166 1,338,639 1,626,151 ---------- ---------- ---------- ---------- ---------- ---------- Net increase in net assets resulting from operations $3,126,795 $1,003,320 $1,106,923 $3,439,868 $1,275,491 $1,601,013 ========== ========== ========== ========== ========== ========== See accompanying notes to the financial statements. (continued) 74 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN STATEMENTS OF OPERATIONS YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995 OVERSEAS ASSET MANAGER FUND DIVISION FUND DIVISION -------------------------------- -------------------------------- 1997 1996 1995 1997 1996 1995<F*> -------- -------- -------- ------- ------- -------- Investment income: Dividend income $ 98,942 $ 41,332 $ 8,707 $ 9,219 $ 2,632 $ 0 Expenses: Mortality and expense charges - VUL-95 (32,823) (24,616) (17,340) (219) (126) (3) Mortality and expense charges - VGSP (15,095) (8,371) (5,232) (597) (193) (20) Mortality and expense charges - VUL-100 (9,246) (3,542) (152) (2,776) (1,031) (29) -------- -------- -------- ------- ------- ------ Total expenses (57,164) (36,529) (22,724) (3,592) (1,350) (52) -------- -------- -------- ------- ------- ------ Net investment income (loss) 41,778 4,803 (14,017) 5,627 1,282 (52) -------- -------- -------- ------- ------- ------ Net realized gain on investments: Realized gain from distributions 392,769 45,464 8,707 23,126 2,171 0 Realized gain on sales 73,551 42,658 19,162 10,620 1,016 13 -------- -------- -------- ------- ------- ------ Net realized gain on investments: 466,320 88,122 27,869 33,746 3,187 13 -------- -------- -------- ------- ------- ------ Net unrealized gain on investments: Unrealized gain (loss) on investments, beginning of period 639,437 210,998 (36,045) 19,793 1,779 0 Unrealized gain on investments, end of period 710,980 639,437 210,998 54,259 19,793 1,779 -------- -------- -------- ------- ------- ------ Net unrealized gain on investments 62,543 428,439 247,043 34,466 18,014 1,779 -------- -------- -------- ------- ------- ------ Net gain on investments 528,863 516,561 266,205 68,212 21,201 1,792 -------- -------- -------- ------- ------- ------ Net increase in net assets resulting from operations $570,641 $521,364 $260,895 $73,839 $22,483 $1,740 ======== ======== ======== ======= ======= ====== <FN> <F*>The Asset Manager Fund began operations on July 19, 1995. See accompanying notes to the financial statements. (continued) 75 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN STATEMENTS OF OPERATIONS YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995 HIGH INCOME WORLDWIDE HARD ASSETS FUND DIVISION FUND DIVISION<F**> ---------------------------------- ----------------------------------- 1997 1996 1995<F*> 1997 1996 1995<F*> -------- ------- -------- -------- ------- -------- Investment income: Dividend income $ 91,441 $28,732 $ 0 $ 3,388 $ 1,298 $ 32 Expenses: Mortality and expense charges - VUL-95 (2,255) (1,639) (122) (754) (389) (3) Mortality and expense charges - VGSP (4,993) (1,456) (55) (186) (214) 0 Mortality and expense charges - VUL-100 (6,583) (2,645) (76) (917) (410) (11) -------- ------- ------ -------- ------- ---- Total expenses (13,831) (5,740) (253) (1,857) (1,013) (14) -------- ------- ------ -------- ------- ---- Net investment income (loss) 77,610 22,992 (253) 1,531 285 18 -------- ------- ------ -------- ------- ---- Net realized gain (loss) on investments: Realized gain from distributions 11,302 5,621 0 4,590 1,273 0 Realized gain (loss) on sales 17,736 (202) 1,132 (1,380) 1,682 (5) -------- ------- ------ -------- ------- ---- Net realized gain (loss) on investments: 29,038 5,419 1,132 3,210 2,955 (5) -------- ------- ------ -------- ------- ---- Net unrealized gain (loss) on investments: Unrealized gain on investments, beginning of period 57,062 2,337 0 3,346 370 0 Unrealized gain (loss) on investments, end of period 220,773 57,062 2,337 (10,760) 3,346 370 -------- ------- ------ -------- ------- ---- Net unrealized gain (loss) on investments 163,711 54,725 2,337 (14,106) 2,976 370 -------- ------- ------ -------- ------- ---- Net gain (loss) on investments 192,749 60,144 3,469 (10,896) 5,931 365 -------- ------- ------ -------- ------- ---- Net increase (decrease) in net assets resulting from operations $270,359 $83,136 $3,216 $ (9,365) $ 6,216 $383 ======== ======= ====== ======== ======= ==== <FN> <F*> The High Income Fund and Worldwide Hard Assets Fund began operations on May 24, and August 9, 1995, respectively. <F**>This fund was formerly known as the Gold & Natural Resources Fund. See accompanying notes to the financial statements. (continued) 76 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN STATEMENTS OF OPERATIONS YEAR ENDED DECEMBER 31, 1997 MULTI-STYLE AGGRESSIVE EQUITY CORE BOND EQUITY NON-US FUND DIVISION<F*> FUND DIVISION<F*> FUND DIVISION<F*> FUND DIVISION<F*> ----------------- ----------------- ----------------- ----------------- 1997 1997 1997 1997 ----------------- ----------------- ----------------- ----------------- Investment income: Dividend income $ 599 $ 2,483 $ 23 $ 0 Expenses: Mortality and expense charges - VGSP (996) (408) (505) (496) Mortality and expense charges - Russell VUL (1,582) (1,146) (682) (649) ------- ------- ------- -------- Total expenses (2,578) (1,554) (1,187) (1,145) ------- ------- ------- -------- Net investment income (loss) (1,979) 929 (1,164) (1,145) ------- ------- ------- -------- Net realized gain on investments: Realized gain from distributions 0 0 0 0 Realized gain on sales 5,224 705 2,158 78 ------- ------- ------- -------- Net realized gain on investments: 5,224 705 2,158 78 ------- ------- ------- -------- Net unrealized gain (loss) on investments: Unrealized gain on investments, beginning of period 0 0 0 0 Unrealized gain (loss) on investments, end of period 1,553 27,482 23,627 (57,317) ------- ------- ------- -------- Net unrealized gain (loss) on investments 1,553 27,482 23,627 (57,317) ------- ------- ------- -------- Net gain (loss) on investments 6,777 28,187 25,785 (57,239) ------- ------- ------- -------- Net increase (decrease) in net assets resulting from operations $ 4,798 $29,116 $24,621 $(58,384) ======= ======= ======= ======== <FN> <F*>The Multi-Style Equity Fund, Core Bond Fund, Aggressive Equity Fund, and Non-US Fund began operations on January 2, 1997. See accompanying notes to the financial statements. 77 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN STATEMENTS OF CHANGES IN NET ASSETS YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995 S & P 500 INDEX MONEY MARKET FUND DIVISION FUND DIVISION ------------------------------------ ---------------------------------- 1997 1996 1995 1997 1996 1995 ----------- ----------- ---------- ---------- ---------- ---------- Operations: Net investment expense $ (125,228) $ (64,887) $ (35,665) $ (36,015) $ (40,126) $ (23,155) Net realized gain on investments 2,484,096 679,654 467,711 73,476 377,717 297,329 Net unrealized gain (loss) on investments 1,526,899 1,130,969 861,314 183,867 (98,112) (127,551) ----------- ----------- ---------- ---------- ---------- ---------- Net increase in net assets resulting from operations 3,885,767 1,745,736 1,293,360 221,328 239,479 146,623 Net deposits into (deductions from) Separate Account 2,209,424 8,067,322 (145,477) 932,501 3,557,381 2,340,021 ----------- ----------- ---------- ---------- ---------- ---------- Increase in net assets 6,095,191 9,813,058 1,147,883 1,153,829 3,796,860 2,486,644 Net assets, beginning of period 14,483,132 4,670,074 3,522,191 8,162,426 4,365,566 1,878,922 ----------- ----------- ---------- ---------- ---------- ---------- Net assets, end of period $20,578,323 $14,483,132 $4,670,074 $9,316,255 $8,162,426 $4,365,566 =========== =========== ========== ========== ========== ========== See accompanying notes to the financial statements. (continued) 78 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN STATEMENTS OF CHANGES IN NET ASSETS YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995 BOND INDEX MANAGED EQUITY FUND DIVISION FUND DIVISION ------------------------------------ ---------------------------------- 1997 1996 1995 1997 1996 1995 ----------- ---------- ----------- ---------- ---------- ---------- Operations: Net investment expense $ (22,907) $ (23,412) $ (18,655) $ (29,512) $ (19,294) $ (16,965) Net realized gain (loss) on investments (10,472) 480,309 38,220 346,937 304,052 192,457 Net unrealized gain (loss) on investments 250,471 (253,664) 332,511 368,231 143,681 381,204 ----------- ---------- ----------- ---------- ---------- ---------- Net increase in net assets resulting from operations 217,092 203,233 352,076 685,656 428,439 556,696 Net deposits into (deductions from) Separate Account (3,532,130) 5,128,242 (1,271,114) 779,803 436,005 (487,360) ----------- ---------- ----------- ---------- ---------- ---------- Increase (decrease) in net assets (3,315,038) 5,331,475 (919,038) 1,465,459 864,444 69,336 Net assets, beginning of period 6,763,582 1,432,107 2,351,145 2,769,856 1,905,412 1,836,076 ----------- ---------- ----------- ---------- ---------- ---------- Net assets, end of period $ 3,448,544 $6,763,582 $ 1,432,107 $4,235,315 $2,769,856 $1,905,412 =========== ========== =========== ========== ========== ========== See accompanying notes to the financial statements. (continued) 79 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN STATEMENTS OF CHANGES IN NET ASSETS YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995 ASSET ALLOCATION INTERNATIONAL INDEX FUND DIVISION FUND DIVISION<F*> ----------------------------------- ---------------------------------- 1997 1996 1995 1997 1996 1995 ----------- ---------- ---------- ---------- ---------- ---------- Operations: Net investment expense $ (80,244) $ (58,754) $ (52,116) $ (62,954) $ (50,946) $ (40,101) Net realized gain on investments 507,259 590,789 605,510 357,331 208,016 556,435 Net unrealized gain (loss) on investments 1,104,802 459,911 963,246 (199,315) 228,045 (158,021) ----------- ---------- ---------- ---------- ---------- ---------- Net increase in net assets resulting from operations 1,531,817 991,946 1,516,640 95,062 385,115 358,313 Net deposits into (deductions from) Separate Account 909,812 1,086,684 (709,124) 979,833 1,016,960 789,597 ----------- ---------- ---------- ---------- ---------- ---------- Increase in net assets 2,441,629 2,078,630 807,516 1,074,895 1,402,075 1,147,910 Net assets, beginning of period 8,034,676 5,956,046 5,148,530 6,789,398 5,387,323 4,239,413 ----------- ---------- ---------- ---------- ---------- ---------- Net assets, end of period $10,476,305 $8,034,676 $5,956,046 $7,864,293 $6,789,398 $5,387,323 =========== ========== ========== ========== ========== ========== <FN> <F*>This fund was formerly known as the International Equity Fund. See accompanying notes to the financial statements. (continued) 80 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN STATEMENTS OF CHANGES IN NET ASSETS YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995 MID-CAP EQUITY SMALL-CAP EQUITY FUND DIVISION<F*> FUND DIVISION ---------------------------------- ---------------- 1997 1996 1995 1997<F**> ---------- ---------- ---------- --------- Operations: Net investment expense $ (40,537) $ (33,173) $ (31,649) $ (2,283) Net realized gain on investments 451,508 1,223,053 331,442 150,417 Net unrealized gain (loss) on investments 945,457 (440,160) 388,731 (133,375) ---------- ---------- ---------- ---------- Net increase in net assets resulting from operations 1,356,428 749,720 688,524 14,759 Net deposits into (deductions from) Separate Account 793,111 (860,933) 229,832 1,129,095 ---------- ---------- ---------- ---------- Increase (decrease) in net assets 2,149,539 (111,213) 918,356 1,143,854 Net assets, beginning of period 4,085,177 4,196,390 3,278,034 0 ---------- ---------- ---------- ---------- Net assets, end of period $6,234,716 $4,085,177 $4,196,390 $1,143,854 ========== ========== ========== ========== <FN> <F*> This fund was formerly known as the Special Equity Fund. <F**>The Small-Cap Equity Fund began operations on May 1, 1997. See accompanying notes to the financial statements. (continued) 81 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN STATEMENTS OF CHANGES IN NET ASSETS YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995 EQUITY-INCOME GROWTH FUND DIVISION FUND DIVISION ------------------------------------- ------------------------------------ 1997 1996 1995 1997 1996 1995 ----------- ----------- ---------- ----------- ----------- ---------- Operations: Net investment income (expense) $ 75,885 $ (52,988) $ 63,048 $ (51,298) $ (63,148) $ (25,138) Net realized gain on investments 1,249,329 395,572 193,153 802,208 800,856 176,048 Net unrealized gain on investments 1,801,581 660,736 850,722 2,688,958 537,783 1,450,103 ----------- ----------- ---------- ----------- ----------- ---------- Net increase in net assets resulting from operations 3,126,795 1,003,320 1,106,923 3,439,868 1,275,491 1,601,013 Net deposits into Separate Account 3,516,214 3,869,404 2,068,778 5,418,111 4,760,220 1,991,002 ----------- ----------- ---------- ----------- ----------- ---------- Increase in net assets 6,643,009 4,872,724 3,175,701 8,857,979 6,035,711 3,592,015 Net assets, beginning of period 10,352,808 5,480,084 2,304,383 13,370,612 7,334,901 3,742,886 ----------- ----------- ---------- ----------- ----------- ---------- Net assets, end of period $16,995,817 $10,352,808 $5,480,084 $22,228,591 $13,370,612 $7,334,901 =========== =========== ========== =========== =========== ========== See accompanying notes to the financial statements. (continued) 82 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN STATEMENTS OF CHANGES IN NET ASSETS YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995 OVERSEAS ASSET MANAGER FUND DIVISION FUND DIVISION<F*> ----------------------------------- -------------------------------- 1997 1996 1995 1997 1996 1995 ---------- ---------- ---------- -------- -------- ------- Operations: Net investment income (expense) $ 41,778 $ 4,803 $ (14,017) $ 5,627 $ 1,282 $ (52) Net realized gain on investments 466,320 88,122 27,869 33,746 3,187 13 Net unrealized gain on investments 62,543 428,439 247,043 34,466 18,014 1,779 ---------- ---------- ---------- -------- -------- ------- Net increase in net assets resulting from operations 570,641 521,364 260,895 73,839 22,483 1,740 Net deposits into Separate Account 2,154,913 1,491,289 1,053,659 227,154 202,863 49,378 ---------- ---------- ---------- -------- -------- ------- Increase in net assets 2,725,554 2,012,653 1,314,554 300,993 225,346 51,118 Net assets, beginning of period 5,445,930 3,433,277 2,118,723 276,464 51,118 0 ---------- ---------- ---------- -------- -------- ------- Net assets, end of period $8,171,484 $5,445,930 $3,433,277 $577,457 $276,464 $51,118 ========== ========== ========== ======== ======== ======= <FN> <F*>The Asset Manager Fund began operations on July 19, 1995. See accompanying notes to the financial statements. (continued) 83 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN STATEMENTS OF CHANGES IN NET ASSETS YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995 HIGH INCOME WORLDWIDE HARD ASSETS FUND DIVISION FUND DIVISION<F*> ---------------------------------- --------------------------------- 1997 1996 1995<F**> 1997 1996 1995<F**> ---------- ---------- -------- -------- -------- --------- Operations: Net investment income (expense) $ 77,610 $ 22,992 $ (253) $ 1,531 $ 285 $ 18 Net realized gain (loss) on investments 29,038 5,419 1,132 3,210 2,955 (5) Net unrealized gain (loss) on investments 163,711 54,725 2,337 (14,106) 2,976 370 ---------- ---------- -------- -------- -------- ------ Net increase (decrease) in net assets resulting from operations 270,359 83,136 3,216 (9,365) 6,216 383 Net deposits into Separate Account 711,529 904,946 199,733 92,851 170,306 9,414 ---------- ---------- -------- -------- -------- ------ Increase in net assets 981,888 988,082 202,949 83,486 176,522 9,797 Net assets, beginning of period 1,191,031 202,949 0 186,319 9,797 0 ---------- ---------- -------- -------- -------- ------ Net assets, end of period $2,172,919 $1,191,031 $202,949 $269,805 $186,319 $9,797 ========== ========== ======== ======== ======== ====== <FN> <F*> This fund was formerly known as the Gold & Natural Resources Fund. <F**>The High Income Fund and the Worldwide Hard Assets Fund began operations on May 24, and August 9, 1995, respectively. See accompanying notes to the financial statements. (continued) 84 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN STATEMENTS OF CHANGES IN NET ASSETS YEAR ENDED DECEMBER 31, 1997 MULTI-STYLE AGGRESSIVE EQUITY CORE BOND EQUITY NON-US FUND DIVISION<F*> FUND DIVISION<F*> FUND DIVISION<F*> FUND DIVISION<F*> ----------------- ----------------- ----------------- ----------------- 1997 1997 1997 1997 ----------------- ----------------- ----------------- ----------------- Operations: Net investment income (expense) $ (1,979) $ 929 $ (1,164) $ (1,145) Net realized gain on investments 5,224 705 2,158 78 Net unrealized gain (loss) on investments 1,553 27,482 23,627 (57,317) ---------- ---------- ---------- -------- Net increase (decrease) in net assets resulting from operations 4,798 29,116 24,621 (58,384) Net deposits into Separate Account 2,534,482 1,125,291 1,320,804 842,227 ---------- ---------- ---------- -------- Increase in net assets 2,539,280 1,154,407 1,345,425 783,843 Net assets, beginning of period 0 0 0 0 ---------- ---------- ---------- -------- Net assets, end of period $2,539,280 $1,154,407 $1,345,425 $783,843 ========== ========== ========== ======== <FN> <F*>The Multi-Style Equity Fund, Core Bond Fund, Aggressive Equity Fund, and Non-US Fund began operations on January 2, 1997. See accompanying notes to the financial statements. 85 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 Note 1 - Organization General American Separate Account Eleven (the Separate Account) commenced operations on September 15, 1987 and is registered under the Investment Company Act of 1940 (1940 Act) as a unit investment trust. The Separate Account offers four products: Variable Universal Life (VUL-95), Variable General Select Plus (VGSP), Variable Universal Life (VUL-100), and Russell Variable Universal Life (Russell VUL) that receive and invest net premiums for flexible premium variable life insurance policies that are issued by General American Life Insurance Company (General American). The Separate Account is divided into eighteen Divisions. Each Division invests exclusively in shares of a single Fund of either General American Capital Company, Variable Insurance Products Fund, Variable Insurance Products Fund II, Van Eck Worldwide Insurance Trust or Russell Insurance Funds which are open-end, diversified management companies. The Funds of the General American Capital Company, sponsored by General American, are the S & P 500 Index (formerly Equity Index), Money Market, Bond Index, Managed Equity, Asset Allocation, International Index (formerly International Equity), Mid-Cap Equity (formerly Special Equity), and the Small-Cap Equity Fund Divisions. The Funds of the Variable Insurance Products Fund, managed by Fidelity Management & Research Company, are the Equity-Income, Growth, Overseas, and the High Income Fund Divisions. The Funds of the Variable Insurance Products Fund II, managed by Fidelity Management and Research Company is the Asset Manager Fund. The Fund of the Van Eck Worldwide Insurance Trust, managed by Van Eck Associates Corporation, is the Worldwide Hard Assets Fund, formerly known as the Gold and Natural Resources Fund. The Funds of the Russell Variable Insurance Product, managed by Frank Russell Investment Management Company are the Multi-style Equity, Core Bond, Aggressive Equity, and Non-US Fund Divisions. Policyholders have the option of directing their premium payments into one or all of the Funds as well as into the general account of General American, which is not generally subject to regulation under the Securities Act of 1933 or the 1940 Act. Note 2 - Significant Accounting Policies The following is a summary of significant accounting policies followed by the Separate Account in the preparation of its financial statements. The policies are in conformity with generally accepted accounting principles. A. Investments The Separate Accounts' investments in the eighteen Funds are valued daily based on the net asset values of the respective Fund shares held as reported to General American by General American Capital Company, Variable Insurance Products Fund, Variable Insurance Products Fund II, Van Eck Worldwide Insurance Trust, and Russell Insurance Funds. The specific identification method is used in determining the cost of shares sold on withdrawals by the Separate Account. Share transactions are recorded on the trade date, which is the same as the settlement date. B. Federal Income Taxes Under current federal income tax law, capital gains from sales of investments of the Separate Account are not taxable. Therefore, no federal income tax expense has been provided. C. Distribution of Income and Realized Capital Gains General American Capital Company follows the federal income tax practice known as consent dividending, whereby substantially all of its net investment income and realized gains are deemed to be passed through to the Separate Account. As a result, General American Capital Company does not pay any dividends or capital gain distributions. During December of each year, accumulated investment income and capital gains of the underlying Capital Company Fund are allocated to the Separate Account by increasing the cost basis and recognizing a capital gain in the Separate Account. The Variable Insurance Products Fund, Variable Insurance Products Fund II, Van Eck Worldwide Insurance Trust and Russell Insurance Funds intend to pay out all of their net investment income and net realized capital gains each year. Dividends from the funds are distributed at least annually on a per share basis and are recorded on the ex dividend date. Normally, net realized capital gains, if any, are distributed each year for each fund. Such income and capital gain distributions are automatically reinvested in additional shares of the funds. 86 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 D. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increase and decrease in net assets from operations during the period. Actual results could differ from those estimates. Note 3 - Policy Charges Charges are deducted from premiums and paid to General American for providing the insurance benefits set forth in the contracts and any additional benefits added by rider, administering the policies, reimbursement of expenses incurred in distributing the policies, and assuming certain risks in connection with the policies. Prior to the allocation of net premiums among General American's general account and the Fund Divisions of the Separate Account, premium payments are reduced by premium expense charges, which consist of a sales charge and a charge for premium taxes. The premium payment, less the premium expense charge, equals the net premium. Sales Charge: A sales charge equal to 6% is deducted from each VUL-95 ------------- premium paid. A sales charge of 5% in years one through ten and 2.25% thereafter is deducted from each VGSP premium paid. A maximum sales charge of 5% in years one through ten and a maximum 2.25% thereafter based on initial deposit is deducted from each Russell VUL premium paid. This charge is deducted to partially reimburse General American for expenses incurred in distributing the policy and any additional benefits provided by rider. No sales charge is deducted from VUL-100 premiums. Premium Taxes: Various state and political subdivisions impose a tax -------------- on premiums received by insurance companies. Premium taxes vary from state to state. A deduction of 2% of each VUL-95 premium, 2.5% of each VGSP premium, 2.10% of each VUL-100 premium, and 2.5% of each Russell VUL premium is made from each premium payment for these taxes. In addition, a 1.25% deduction is taken from VUL-100 premiums to cover the company's Federal income tax costs attributable to the amount of premium received. Charges are deducted monthly from the cash value of each policy to compensate General American for (a) certain administrative costs; (b) insurance underwriting and acquisition expenses in connection with issuing a policy; (c) the cost of insurance, and (d) the cost of optional benefits added by rider. Administrative Charge: General American has responsibility for the ---------------------- administration of the policies and the Separate Account. As reimbursement for administrative expenses related to the maintenance of each policy and the Separate Account, General American assesses a monthly administrative charge against each policy. This charge is $10 per month for a standard policy and $12 per month for a pension policy during the first 12 policy months and $4 (standard) and $6 (pension) per month for all policy months beyond the 12th for VUL-95 contracts. The charge is $4 per month for VGSP and Russell VUL contracts. The charge is $13 per month during the first 12 policy months and $6 per month thereafter for VUL-100 contracts. Insurance Underwriting and Acquisition Expense Charge: An additional ------------------------------------------------------ administrative charge is deducted from the policy cash value for VUL-95 as part of the monthly deduction during the first 12 policy months and for the first 12 policy months following an increase in the face amount. The charge is $0.08 per month multiplied by the face amount divided by 1,000. For VUL-100, the charge during the first 12 policy months is $0.16 per month multiplied by the face amount divided by 1,000, and in all policy years thereafter, the charge is $0.01 per month multiplied by the face amount divided by 1,000. 87 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 Cost of Insurance: The cost of insurance is deducted on each monthly ------------------ anniversary date for the following policy month. Because the cost of insurance depends upon a number of variables, the cost varies for each policy month. The cost of insurance is determined separately for the initial face amount and for any subsequent increases in face amount. General American determines the monthly cost of insurance charge by multiplying the applicable cost of insurance rate or rates by the net amount at risk for each policy month. Optional Rider Benefits Charge: This monthly deduction includes ------------------------------- charges for any additional benefits provided by rider. Contingent Deferred Sales Charge: During the first ten policy years --------------------------------- for VUL-95, VGSP, and Russell VUL, and the first fifteen years for VUL- 100, General American also assesses a charge upon surrender or lapse of a Policy, a requested decrease in face amount, or a partial withdrawal that causes the face amount to decrease. The amount of the charge assessed depends on a number of factors, including whether the event is a full surrender or lapse or only a decrease in face amount, the amount of premiums received to date by General American, and the policy year in which the surrender or other event takes place. Mortality and Expense Charge: In addition to the above charges, a daily - ----------------------------- charge is made at the separate account level for the mortality and expense risks assumed by General American. General American deducts a daily charge from the Separate Account at the rate of .002319% for VUL-95, .0019111% for VGSP, .002455% for VUL-100, and .001366% for Russell VUL of the net assets of each division of the Separate Account, which equals an annual rate of .85%, .70%, .90%, and .50% for VUL-95, VGSP, VUL-100, and Russell VUL, respectively. VUL-95, VGSP, VUL-100, and Russell VUL mortality and expense charges for 1997 were $398,648, $160,175, $174,234, and $5,685, respectively. The mortality risk assumed by General American is the risk that those insured may die sooner than anticipated and therefore, that General American will pay an aggregate amount of death benefits greater than anticipated. The expense risk assumed is that expenses incurred in issuing and administering the policy will exceed the amounts realized from the administrative charges assessed against the policy. NOTE 4 - INVESTMENT OBJECTIVES, MANAGER CHANGES AND NEW DIVISIONS Effective January 1, 1997, the International Equity Fund became the International Index Fund. The investment objective of the International Index Fund is to obtain investment results that parallel the price and yield performance of publicly-traded common stocks in the Morgan Stanley Capital International Europe, Australia, and Far East Index ("EAFE Index"). The portfolio manager of the International Index Fund is Conning Asset Management Company and the management fee for the fund is .50% on the first $10 million in assets, .40% on the balance over $10 million and less than $20 million and .30% on any balance in excess of $20 million. Effective January 1, 1997, the Special Equity Fund became the Mid-Cap Equity Fund. The investment objective of the Mid-Cap Equity Fund is to seek sustained growth of capital by investing primarily in common stocks of United States-bases publicly traded companies with "medium market capitalization". "Medium market capitalization companies" are those whose market capitalization falls within the range of the S&P MidCap 400 at the time of the Fund's investment. The portfolio manager of the Mid-Cap Equity Fund is Conning Asset Management Company and the total management fee rate remained unchanged from that of the Special Equity Fund. On March 1, 1997, Conning Asset Management Company became the manager of the Managed Equity Fund. The management fee is .40% on the first $10 million in assets, .30% on the balance over $10 million and less than $30 million, and .25% on the balance in excess of $30 million. 88 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 On January 2, 1997, four new divisions and a new product -Russell VUL- were added to Separate Account Eleven. The four divisions were the Multi-Style Equity, Core Bond, Aggressive Equity and Non-US. The underlying funds in these divisions are offered by Russell Insurance Funds and managed by Frank Russell Company. The investment objectives of each of these new divisions are as follows: Multi-Style Equity Fund - To provide income and capital growth by investing - ----------------------- principally in equity securities. Core Bond Fund - To provide effective diversification against equities and a - -------------- stable level of cash flow by investing in fixed income securities. Aggressive Equity Fund - To maximize total return through capital - ---------------------- appreciation and by assuming a higher level of volatility than is ordinarily expected from the Multi-Style Equity Fund, while still investing in equity securities. Non-US Fund - To provide favorable total return and additional - ----------- diversification for United States investors by investing primarily in equity and fixed income securities of non-US companies and securities issued by non-United States governments. The underlying products currently offered by these divisions are Russell VUL and VGSP. On May 1, 1997, the Small Cap Equity division was added to Separate Account Eleven. The underlying fund in this division is offered by General American Capital Company and is managed by Conning Asset Management Company. The investment objective of the fund is to provide a rate of return that corresponds to the performance of the common stock of small companies, while incurring a level of risk that is generally equal to the risks associated with small company common stock. The Fund attempts to duplicate the performance of the smallest 20% of companies based on capitalization size, that are based in the United States and listed on the New York Stock Exchange. The underlying products currently offered by this division are VUL-95, VGSP, and VUL-100. 89 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 NOTE 5 - PURCHASES AND SALES During the year ended December 31, 1997, purchases including net realized gain and income from distribution and proceeds from sales of General American Capital Company shares were as follows: S & P 500 Money Bond Managed Asset International Mid-Cap Small-Cap Index Market Index Equity Allocation Index Equity Equity Fund Fund Fund Fund Fund Fund Fund Fund ---------- ----------- ---------- ---------- ---------- ------------- ---------- ---------- Purchases $8,442,192 $18,247,884 $1,749,901 $1,578,051 $2,343,633 $1,765,214 $2,156,245 $1,293,907 ========== =========== ========== ========== ========== ========== ========== ========== Sales $5,448,171 $17,983,425 $5,140,723 $ 590,072 $1,218,119 $ 628,010 $1,147,830 $ 17,782 ========== =========== ========== ========== ========== ========== ========== ========== During the year ended December 31, 1997, purchases (including dividend reinvestment) and proceeds from sales of Variable Insurance Products Fund Shares were as follows: Equity-Income Growth Overseas High Income Fund Fund Fund Fund ------------- ---------- ---------- ----------- Purchases $5,671,668 $6,780,325 $3,016,982 $1,043,519 ========== ========== ========== ========== Sales $1,100,161 $ 960,461 $ 418,954 $ 240,128 ========== ========== ========== ========== During the year ended December 31, 1997, purchases (including dividend reinvestment) and proceeds from sales of Variable Insurance Products Fund II shares were as follows: Asset Manager Fund ------------- Purchases $367,321 ======== Sales $111,483 ======== During the year ended December 31, 1997, purchases (including dividend reinvestment) and proceeds from sales of Van Eck Worldwide Insurance Trust shares were as follows: Worldwide Hard Assets Fund -------------- Purchases $152,061 ======== Sales $ 53,087 ======== During the year ended December 31, 1997, purchases (including dividend reinvestment) and proceeds from sales of Russell Insurance Funds shares were as follows: Multi-Style Core Bond Aggressive Non-US Equity Fund Fund Equity Fund Fund ----------- ---------- ----------- -------- Purchases $2,574,829 $1,160,983 $1,338,577 $863,517 ========== ========== ========== ======== Sales $ 43,266 $ 35,533 $ 20,072 $ 23,327 ========== ========== ========== ======== 90 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 NOTE 6 - ACCUMULATION UNIT ACTIVITY The following is a summary of the accumulation unit activity for the years ended December 31, 1997, 1996, and 1995: S & P 500 INDEX MONEY MARKET FUND DIVISION FUND DIVISION --------------------------------- -------------------------------- 1997 1996 1995 1997 1996 1995 -------- -------- ---------- -------- ---------- -------- Variable Universal Life-95: Deposits 70,404 56,960 78,391 98,719 52,946 206,798 Withdrawals (29,686) (32,408) (101,054) (110,821) (79,319) (215,226) Outstanding units, beginning of year 195,587 171,035 193,698 58,805 85,178 93,606 -------- ------- -------- -------- ---------- -------- Outstanding units, end of year 236,305 195,587 171,035 46,703 58,805 85,178 ======== ======= ======== ======== ========== ======== Variable General Select Plus: Deposits 146,632 376,931 30,100 942,448 1,489,642 344,162 Withdrawals (305,772) (16,019) (15,451) (900,950) (1,173,354) (215,211) Outstanding units, beginning of year 407,634 46,722 32,073 494,355 178,067 49,116 -------- ------- -------- -------- ---------- -------- Outstanding units, end of year 248,494 407,634 46,722 535,853 494,355 178,067 ======== ======= ======== ======== ========== ======== Variable Universal Life-100:<F*> Deposits 212,106 151,173 14,240 738,912 729,350 214,797 Withdrawals (41,462) (42,505) (687) (707,676) (698,266) (110,989) Outstanding units, beginning of period 122,221 13,553 0 134,892 103,808 0 -------- ------- -------- -------- ---------- -------- Outstanding units, end of period 292,865 122,221 13,553 166,128 134,892 103,808 ======== ======= ======== ======== ========== ======== Russell Variable Universal Life:<F**> 435,785 Deposits (427,238) Withdrawals 0 -------- Outstanding units, beginning of period Outstanding units, end of period 8,547 ======== <FN> <F*> The Variable Universal Life 100 product was introduced in 1995, and the first deposit was received on June 7, 1995. <F**>The Russell Variable Universal Life product was introduced in 1997, and the first deposit was received on May 6, 1997. (continued) 91 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 NOTE 6 - ACCUMULATION UNIT ACTIVITY (CONTINUED) The following is a summary of the accumulation unit activity for the years ended December 31, 1997, 1996, and 1995: BOND INDEX MANAGED EQUITY FUND DIVISION FUND DIVISION --------------------------------- ------------------------------- 1997 1996 1995 1997 1996 1995 -------- ------- -------- ------- ------- ------- Variable Universal Life-95: Deposits 45,996 20,690 28,341 20,213 22,639 37,042 Withdrawals (19,985) (19,502) (102,229) (19,170) (23,620) (68,803) Outstanding units, beginning of year 71,443 70,255 144,143 91,667 92,648 124,409 -------- ------- -------- ------- ------- ------- Outstanding units, end of year 97,454 71,443 70,255 92,710 91,667 92,648 ======== ======= ======== ======= ======= ======= Variable General Select Plus: Deposits 26,599 422,790 5,765 22,411 20,875 5,835 Withdrawals (398,540) (6,268) (1,249) (10,526) (1,816) (595) Outstanding units, beginning of year 422,341 5,819 1,303 25,596 6,537 1,297 -------- ------- -------- ------- ------- ------- Outstanding units, end of year 50,400 422,341 5,819 37,481 25,596 6,537 ======== ======= ======== ======= ======= ======= Variable Universal Life-100:<F*> Deposits 38,781 31,945 1,670 38,918 15,297 1,823 Withdrawals (8,471) (8,214) (75) (8,793) (2,675) (168) Outstanding units, beginning of period 25,326 1,595 0 14,277 1,655 0 -------- ------- -------- ------- ------- ------- Outstanding units, end of period 55,636 25,326 1,595 44,402 14,277 1,655 ======== ======= ======== ======= ======= ======= <FN> <F*> The Variable Universal Life 100 product was introduced in 1995, and the first deposit was received on June 7, 1995. (continued) 92 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 NOTE 6 - ACCUMULATION UNIT ACTIVITY (CONTINUED) The following is a summary of the accumulation unit activity for the years ended December 31, 1997, 1996, and 1995: ASSET ALLOCATION INTERNATIONAL INDEX FUND DIVISION FUND DIVISION<F*> ------------------------------- ------------------------------- 1997 1996 1995 1997 1996 1995 ------- ------- ------- ------- ------- ------- Variable Universal Life-95: Deposits 58,255 67,461 80,183 56,157 60,637 74,018 Withdrawals (49,785) (33,247) (98,461) (45,488) (32,650) (28,390) Outstanding units, beginning of year 274,368 240,154 258,432 164,557 136,570 90,942 ------- ------- ------- ------- ------- ------- Outstanding units, end of year 282,838 274,368 240,154 175,226 164,557 136,570 ======= ======= ======= ======= ======= ======= Variable General Select Plus: Deposits 21,682 21,668 12,925 35,709 24,970 16,837 Withdrawals (10,372) (18,560) (31,947) (10,776) (12,229) (6,722) Outstanding units, beginning of year 61,197 58,089 77,111 45,125 32,384 22,269 ------- ------- ------- ------- ------- ------- Outstanding units, end of year 72,507 61,197 58,089 70,058 45,125 32,384 ======= ======= ======= ======= ======= ======= Variable Universal Life-100:<F**> Deposits 44,721 23,767 1,072 56,601 46,973 4,468 Withdrawals (11,617) (2,830) (39) (15,926) (7,916) (777) Outstanding units, beginning of year 21,970 1,033 0 42,748 3,691 0 ------- ------- ------- ------- ------- ------- Outstanding units, end of year 55,074 21,970 1,033 83,423 42,748 3,691 ======= ======= ======= ======= ======= ======= General American Life Insurance Company seed money: Deposits 0 0 0 0 0 0 Withdrawals 0 0 0 0 0 0 Outstanding units, beginning of year 0 0 0 200,000 200,000 200,000 ------- ------- ------- ------- ------- ------- Outstanding units, end of year 0 0 0 200,000 200,000 200,000 ======= ======= ======= ======= ======= ======= <FN> <F*> This fund was formerly known as the International Equity Fund. <F**> The Variable Universal Life 100 product was introduced in 1995, and the first deposit was received on June 7, 1995. (continued) 93 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 NOTE 6 - ACCUMULATION UNIT ACTIVITY (CONTINUED) The following is a summary of the accumulation unit activity for the years ended December 31, 1997, 1996, and 1995, for the Mid-Cap Equity Fund Division and the period ended December 31, 1997, for the Small-Cap Equity Fund Division: MID-CAP EQUITY SMALL-CAP EQUITY FUND DIVISION<F*> FUND DIVISION ------------------------------- ------------------------------- 1997 1996 1995 1997<F***> ------- -------- ------- ---------- Variable Universal Life - 95: Deposits 50,013 67,217 94,909 35,503 Withdrawals (61,032) (50,100) (88,190) (326) Outstanding units, beginning of period 185,140 168,023 161,304 0 ------- ------- ------- ------ Outstanding units, end of period 174,121 185,140 168,023 35,177 ======= ======= ======= ====== Variable General Select Plus: Deposits 43,764 17,983 22,352 30,298 Withdrawals (14,054) (16,026) (12,685) (271) Outstanding units, beginning of period 48,209 46,252 36,585 0 ------- ------- ------- ------ Outstanding units, end of period 77,919 48,209 46,252 30,027 ======= ======= ======= ====== Variable Universal Life - 100:<F**> Deposits 36,664 35,395 4,498 23,110 Withdrawals (15,674) (6,929) (725) (540) Outstanding units, beginning of period 32,239 3,773 0 0 ------- ------- ------- ------ Outstanding units, end of period 53,229 32,239 3,773 22,570 ======= ======= ======= ====== General American Life Insurance Company seed money: Deposits 0 0 0 Withdrawals 0 (100,000) 0 Outstanding units, beginning of year 0 100,000 100,000 ------- ------- ------- Outstanding units, end of year 0 0 100,000 ======= ======= ======= <FN> <F*> This fund was formerly known as the Special Equity Fund. <F**> The Variable Universal Life 100 product was introduced in 1995, and the first deposit was received on June 7, 1995. <F***> The Small-Cap Equity Fund began operations on May 1, 1997. (continued) 94 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 NOTE 6 - ACCUMULATION UNIT ACTIVITY (CONTINUED) The following is a summary of the accumulation unit activity for the years ended December 31, 1997, 1996, and 1995: EQUITY-INCOME GROWTH FUND DIVISION FUND DIVISION ------------------------------- ------------------------------- 1997 1996 1995 1997 1996 1995 ------- ------- ------- ------- -------- ------- Variable Universal Life-95: Deposits 73,369 100,383 143,543 110,237 141,831 181,296 Withdrawals (68,932) (61,252) (48,670) (69,361) (101,041) (80,832) Outstanding units, beginning of year 287,907 248,776 153,903 367,037 326,247 225,783 ------- ------- ------- ------- -------- ------- Outstanding units, end of year 292,344 287,907 248,776 407,913 367,037 326,247 ======= ======= ======= ======= ======== ======= Variable General Select Plus: Deposits 107,293 95,653 78,040 151,169 136,928 90,761 Withdrawals (41,943) (24,220) (34,513) (56,898) (38,737) (60,661) Outstanding units, beginning of year 160,791 89,358 45,831 233,747 135,556 105,456 ------- ------- ------- ------- -------- ------- Outstanding units, end of year 226,141 160,791 89,358 328,018 233,747 135,556 ======= ======= ======= ======= ======== ======= Variable Universal Life-100:<F*> Deposits 161,018 167,806 20,481 227,448 213,702 25,375 Withdrawals (42,604) (22,709) (1,718) (64,065) (38,214) (1,865) Outstanding units, beginning of period 163,860 18,763 0 198,998 23,510 0 ------- ------- ------- ------- -------- ------- Outstanding units, end of period 282,274 163,860 18,763 362,381 198,998 23,510 ======= ======= ======= ======= ======== ======= <FN> <F*> The Variable Universal Life 100 product was introduced in 1995, and the first deposit was received on June 7, 1995. (continued) 95 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 NOTE 6 - ACCUMULATION UNIT ACTIVITY (CONTINUED) The following is a summary of the accumulation unit activity for the years ended December 31, 1997, 1996, and 1995, for the Overseas Fund Division and for the years ended December 31, 1997, and 1996, and the period ended December 31, 1995, for the Asset Manager Division:. OVERSEAS ASSET MANAGER FUND DIVISION FUND DIVISION ------------------------------- --------------------------------- 1997 1996 1995 1997 1996 1995<F*> ------- ------- ------- ------ ------ -------- Variable Universal Life-95: Deposits 73,211 86,129 97,609 1,053 1,196 331 Withdrawals (33,419) (57,328) (42,775) (363) (80) (4) Outstanding units, beginning of period 202,771 173,970 119,136 1,443 327 0 ------- ------- ------- ------ ------ ----- Outstanding units, end of period 242,563 202,771 173,970 2,132 1,443 327 ======= ======= ======= ====== ====== ===== Variable General Select Plus: Deposits 78,015 59,185 46,058 4,792 4,133 1,534 Withdrawals (24,003) (18,099) (24,367) (1,323) (1,450) (6) Outstanding units, beginning of period 114,696 73,610 51,919 4,211 1,528 0 ------- ------- ------- ------ ------ ----- Outstanding units, end of period 168,708 114,696 73,610 7,680 4,211 1,528 ======= ======= ======= ====== ====== ===== Variable Universal Life-100:<F**> Deposits 61,939 59,253 9,829 19,775 17,799 3,044 Withdrawals (16,003) (12,929) (1,146) (6,893) (3,550) (100) Outstanding units, beginning of period 55,007 8,683 0 17,193 2,944 0 ------- ------- ------- ------ ------ ----- Outstanding units, end of period 100,943 55,007 8,683 30,075 17,193 2,944 ======= ======= ======= ====== ====== ===== <FN> <F*> The Asset Manager fund began operations on July 19, 1995. <F**>The Variable Universal Life 100 product was introduced in 1995, and the first deposit was received on June 7, 1995. (continued) 96 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 NOTE 6 - ACCUMULATION UNIT ACTIVITY (CONTINUED) The following is a summary of the accumulation unit activity for the years ended December 31, 1997, and 1996, and the period ended December 31, 1995: HIGH INCOME WORLDWIDE HARD ASSETS FUND DIVISION FUND DIVISION<F**> ---------------------------------- --------------------------------- 1997 1996 1995<F*> 1997 1996 1995<F*> ------- ------ -------- ------ ----- -------- Variable Universal Life-95: Deposits 8,197 18,576 6,217 5,256 6,777 135 Withdrawals (10,956) (3,225) (237) (857) (976) (9) Outstanding units, beginning of period 21,331 5,980 0 5,927 126 0 ------- ------ ----- ------ ------ --- Outstanding units, end of period 18,572 21,331 5,980 10,326 5,927 126 ======= ====== ===== ====== ====== === Variable General Select Plus: Deposits 36,763 32,705 6,436 1,994 4,222 0 Withdrawals (8,788) (2,369) (115) (3,232) (92) 0 Outstanding units, beginning of period 36,657 6,321 0 4,130 0 0 ------- ------ ----- ------ ------ --- Outstanding units, end of period 64,632 36,657 6,321 2,892 4,130 0 ======= ====== ===== ====== ====== === Variable Universal Life-100:<F***> Deposits 39,145 41,415 6,662 7,159 6,746 890 Withdrawals (9,470) (8,355) (159) (2,531) (1,660) (31) Outstanding units, beginning of period 39,563 6,503 0 5,945 859 0 ------- ------ ----- ------ ------ --- Outstanding units, end of period 69,238 39,563 6,503 10,573 5,945 859 ======= ====== ===== ====== ====== === <FN> <F*> The High Income Fund and Worldwide Hard Assets Fund began operations on May 24, and August 9, 1995, respectively. <F**> This fund was formerly known as the Gold & Natural Resources Fund. <F***>The Variable Universal Life 100 product was introduced in 1995, and the first deposit was received on June 7, 1995. (continued) 97 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 NOTE 6 - ACCUMULATION UNIT ACTIVITY (CONTINUED) The following is a summary of the accumulation unit activity for the period ended December 31, 1997: MULTI-STYLE AGGRESSIVE EQUITY CORE BOND EQUITY NON-US FUND DIVISION FUND DIVISION FUND DIVISION FUND DIVISION ------------- ------------- -------------- ------------- 1997<F*> 1997<F*> 1997<F*> 1997<F*> ------------- ------------- -------------- ------------- Variable General Select Plus:<F**> Deposits 47,597 21,805 25,379 28,863 Withdrawals (667) (391) (279) (285) Outstanding units, beginning of period 0 0 0 0 ------- ------ ------ ------ Outstanding units, end of period 46,930 21,414 25,100 28,578 ======= ====== ====== ====== Russell Variable Universal Life:<F***> Deposits 153,054 86,149 75,650 50,101 Withdrawals (1,563) (2,024) (494) (1,018) Outstanding units, beginning of period 0 0 0 0 ------- ------ ------ ------ Outstanding units, end of period 151,491 84,125 75,156 49,083 ======= ====== ====== ====== <FN> <F*> The Multi-Style Equity Fund, Core Bond Fund, Aggressive Equity Fund, and Non-US Fund began operations on January 2, 1997. <F**> The Variable General Select Plus product was introduced in 1997, and the first deposit was received on June 26, 1997. <F***>The Russell Variable Universal Life product was introduced in 1997, and the first deposit was received on June 6, 1997. 98 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT Deposits into the Separate Account are used to purchase shares in the Capital Company, Variable Insurance Products Funds, Variable Insurance Products Fund II, Van Eck Worldwide Insurance Trust, or Russell Insurance Funds. Net deposits represent the amounts available for investment in such shares after deduction of sales charges, premium taxes, administrative costs, insurance, underwriting and acquisition expense, cost of insurance, and cost of optional benefits by rider. Realized and unrealized capital gains (losses) have been excluded from net deposits into the Separate Account because they have been included in increase (decrease) in net assets resulting from operations in the Statements or Changes in Net Assets. Variable Universal Life-95: - --------------------------- S & P 500 INDEX MONEY MARKET FUND DIVISION FUND DIVISION ----------------------------------- ------------------------------------ 1997 1996 1995 1997 1996 1995 ---------- ---------- ----------- ----------- --------- ----------- Total gross deposits $1,099,723 $1,063,999 $ 919,322 $ 1,794,475 $ 575,302 $ 2,001,421 Transfers between fund divisions and General American 931,860 139,650 472,868 (1,471,521) (728,445) (1,597,558) Surrenders and withdrawals (144,131) (82,719) (1,380,995) (20,934) (107,442) (346,828) ---------- ---------- ----------- ----------- --------- ----------- Total gross deposits, transfers between fund divisions and surrenders 1,887,452 1,120,930 11,195 302,020 (260,585) 57,035 ---------- ---------- ----------- ----------- --------- ----------- Deductions: Premium load charges 84,994 84,266 82,459 371,169 46,330 194,508 Cost of insurance and administrative expenses 481,051 430,221 435,147 135,973 105,165 329,711 ---------- ---------- ----------- ----------- --------- ----------- Total deductions 566,045 514,487 517,606 507,142 151,495 524,219 ---------- ---------- ----------- ----------- --------- ----------- Net deposits into (withdrawals from) Separate Account $1,321,407 $ 606,443 $ (506,411) $ (205,122) $(412,080) $ (467,184) ========== ========== =========== =========== ========= =========== (continued) 99 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT (CONTINUED) Variable Universal Life-95: - --------------------------- BOND INDEX MANAGED EQUITY FUND DIVISION FUND DIVISION ---------------------------------- --------------------------------- 1997 1996 1995 1997 1996 1995 --------- --------- ----------- --------- --------- --------- Total gross deposits $ 312,433 $ 321,458 $ 421,967 $ 359,432 $ 395,649 $ 465,063 Transfers between fund divisions and General American 504,481 20,627 62,346 53,604 (120,443) (121,086) Surrenders and withdrawals (161,856) (171,083) (1,586,477) (162,045) (83,215) (647,675) --------- --------- ----------- --------- --------- --------- Total gross deposits, transfers between fund divisions and surrenders 655,058 171,002 (1,102,164) 250,991 191,991 (303,698) --------- --------- ----------- --------- --------- --------- Deductions: Premium load charges 24,355 25,685 32,747 27,564 31,741 38,137 Cost of insurance and administrative expenses 111,704 119,034 206,477 191,337 187,326 234,100 --------- --------- ----------- --------- --------- --------- Total deductions 136,059 144,719 239,224 218,901 219,067 272,237 --------- --------- ----------- --------- --------- --------- Net deposits into (withdrawals from) Separate Account $ 518,999 $ 26,283 $(1,341,388) $ 32,090 $ (27,076) $(575,935) ========= ========= =========== ========= ========= ========= (continued) 100 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT (CONTINUED) Variable Universal Life-95: - --------------------------- ASSET ALLOCATION INTERNATIONAL INDEX FUND DIVISION FUND DIVISION<F*> ------------------------------------ --------------------------------- 1997 1996 1995 1997 1996 1995 ---------- ---------- ----------- --------- --------- -------- Total gross deposits $1,571,785 $1,478,021 $ 1,361,239 $ 674,809 $ 657,882 $635,309 Transfers between fund divisions and General American (542,327) (26,293) (10,959) (244,489) 132,812 302,360 Surrenders and withdrawals (261,445) (117,682) (1,175,619) (27,295) (102,036) (45,598) ---------- ---------- ----------- --------- --------- -------- Total gross deposits, transfers between fund divisions and surrenders 768,013 1,334,046 174,661 403,025 688,658 892,071 ---------- ---------- ----------- --------- --------- -------- Deductions: Premium load charges 115,555 113,909 115,321 53,326 52,174 54,639 Cost of insurance and administrative expenses 472,278 467,810 559,425 206,172 215,112 211,351 ---------- ---------- ----------- --------- --------- -------- Total deductions 587,833 581,719 674,746 259,498 267,286 265,990 ---------- ---------- ----------- --------- --------- -------- Net deposits into (withdrawals from) Separate Account $ 180,180 $ 752,327 $ (500,085) $ 143,527 $ 421,372 $626,081 ========== ========== =========== ========= ========= ======== <FN> <F*> This fund was formerly known as the International Equity Fund. (continued) 101 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT (CONTINUED) Variable Universal Life-95: - -------------------------- MID-CAP EQUITY SMALL-CAP EQUITY FUND DIVISION<F*> FUND DIVISION ----------------------------------- --------------------- 1997 1996 1995 1997<F***> --------- ----------- --------- ---------- Total gross deposits $ 731,205 $ 927,388 $ 713,819 $ 81,175 Transfers between fund divisions and General American (545,250) (325,567) (319,339) 386,732 Surrenders and withdrawals (30,828) (74,752) (35,191) 0 Seed withdrawals <F**> 0 (1,494,837) 0 0 --------- ----------- --------- -------- Total gross deposits, transfers between fund divisions and surrenders 155,127 (967,768) 359,289 467,907 --------- ----------- --------- -------- Deductions: Premium load charges 55,258 73,857 57,765 6,341 Cost of insurance and administrative expenses 226,846 224,222 228,560 4,229 --------- ----------- --------- -------- Total deductions 282,104 298,079 286,325 10,570 --------- ----------- --------- -------- Net deposits into (withdrawals from) Separate Account $(126,977) $(1,265,847) $ 72,964 $457,337 ========= =========== ========= ======== <FN> <F*> This fund was formerly known as the Special Equity Fund. <F**> Represents funds distributed to General American Life Insurance Company in repayment of seed money used to start the Special Equity Fund in 1993. <F***>The Small-Cap Equity Fund began operations on May 1, 1997. (continued) 102 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT (CONTINUED) Variable Universal Life-95: - --------------------------- EQUITY-INCOME GROWTH FUND DIVISION FUND DIVISION ---------------------------------- ---------------------------------- 1997 1996 1995 1997 1996 1995 ---------- ---------- ---------- ---------- ---------- ---------- Total gross deposits $1,258,958 $1,399,658 $1,217,315 $1,700,056 $2,077,054 $1,771,614 Transfers between fund divisions and General American (346,404) 10,733 565,593 124,428 (252,029) 348,401 Surrenders and withdrawals (243,196) (186,491) (37,075) (260,054) (286,745) (61,341) ---------- ---------- ---------- ---------- ---------- ---------- Total gross deposits, transfers between fund divisions and surrenders 669,358 1,223,900 1,745,833 1,564,430 1,438,280 2,058,674 ---------- ---------- ---------- ---------- ---------- ---------- Deductions: Premium load charges 98,808 111,476 101,562 134,071 165,735 145,300 Cost of insurance and administrative expenses 470,011 473,165 406,596 606,328 610,838 588,684 ---------- ---------- ---------- ---------- ---------- ---------- Total deductions 568,819 584,641 508,158 740,399 776,573 733,984 ---------- ---------- ---------- ---------- ---------- ---------- Net deposits into Separate Account $ 100,539 $ 639,259 $1,237,675 $ 824,031 $ 661,707 $1,324,690 ========== ========== ========== ========== ========== ========== (continued) 103 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT (CONTINUED) Variable Universal Life-95: - --------------------------- OVERSEAS ASSET MANAGER FUND DIVISION FUND DIVISION ---------------------------------- -------------------------------- 1997 1996 1995 1997 1996 1995<F*> ---------- ---------- ---------- ------- ------- -------- Total gross deposits $ 927,173 $1,128,054 $ 978,388 $ 9,236 $ 3,210 $ 24 Transfers between fund divisions and General American 262,454 (173,088) 156,839 3,098 10,046 3,317 Surrenders and withdrawals (121,639) (163,405) (33,911) 0 0 0 ---------- ---------- ---------- ------- ------- ------ Total gross deposits, transfers between fund divisions and surrenders 1,067,988 791,561 1,101,316 12,334 13,256 3,341 ---------- ---------- ---------- ------- ------- ------ Deductions: Premium load charges 71,458 89,820 79,076 706 248 3 Cost of insurance and administrative expenses 302,840 289,700 317,551 1,874 896 39 ---------- ---------- ---------- ------- ------- ------ Total deductions 374,298 379,520 396,627 2,580 1,144 42 ---------- ---------- ---------- ------- ------- ------ Net deposits into Separate Account $ 693,690 $ 412,041 $ 704,689 $ 9,754 $12,112 $3,299 ========== ========== ========== ======= ======= ====== <FN> <F*>The Asset Manager Fund began operations on July 19, 1995. (continued) 104 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT (CONTINUED) Variable Universal Life-95: - --------------------------- HIGH INCOME WORLDWIDE HARD ASSETS FUND DIVISION FUND DIVISION<F**> --------------------------------- -------------------------------- 1997 1996 1995<F*> 1997 1996 1995<F*> -------- -------- -------- ------- ------- -------- Total gross deposits $ 61,425 $ 47,325 $ 6,373 $29,642 $ 7,990 $1,007 Transfers between fund divisions and General American (76,243) 146,648 59,489 31,281 63,119 387 -------- -------- ------- ------- ------- ------ Total gross deposits, transfers between fund divisions and surrenders (14,818) 193,973 65,862 60,923 71,109 1,394 -------- -------- ------- ------- ------- ------ Deductions: Premium load charges 4,910 3,747 499 2,223 595 81 Cost of insurance and administrative expenses 19,821 16,948 2,512 5,330 3,272 87 -------- -------- ------- ------- ------- ------ Total deductions 24,731 20,695 3,011 7,553 3,867 168 -------- -------- ------- ------- ------- ------ Net deposits into (withdrawals from) Separate Account $(39,549) $173,278 $62,851 $53,370 $67,242 $1,226 ======== ======== ======= ======= ======= ====== <FN> <F*> The High Income Fund and Worldwide Hard Assets fund began operations on May 24, and August 9, 1995, respectively. <F**>This fund was formerly known as the Gold & Natural Resources Fund. (continued) 105 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT (CONTINUED) Variable General Select Plus: - ----------------------------- S & P 500 INDEX MONEY MARKET FUND DIVISION FUND DIVISION ------------------------------------ -------------------------------------- 1997 1996 1995 1997 1996 1995 ----------- ---------- -------- ----------- ------------ ----------- Total gross deposits $ 1,229,167 $ 475,955 $ 47,504 $11,949,827 $ 18,203,638 $ 3,333,097 Transfers between fund divisions and General American 1,639,191 5,512,487 182,278 (6,333,824) (13,115,248) (1,350,435) Surrenders and withdrawals (5,100,149) (28,210) (15,259) (4,042,319) (15,934) (10,440) ----------- ---------- -------- ----------- ------------ ----------- Total gross deposits, transfers between fund divisions and surrenders (2,231,791) 5,960,232 214,523 1,573,684 5,072,456 1,972,222 ----------- ---------- -------- ----------- ------------ ----------- Deductions: Premium load charges 88,924 35,750 11,884 870,893 1,315,430 232,745 Cost of insurance and administrative expenses 158,092 63,207 21,050 158,166 126,052 88,973 ----------- ---------- -------- ----------- ------------ ----------- Total deductions 247,016 98,957 32,934 1,029,059 1,441,482 321,718 ----------- ---------- -------- ----------- ------------ ----------- Net deposits into (withdrawals from) Separate Account $(2,478,807) $5,861,275 $181,589 $ 544,625 $ 3,630,974 $ 1,650,504 =========== ========== ======== =========== ============ =========== (continued) 106 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT (CONTINUED) Variable General Select Plus: - ----------------------------- BOND INDEX MANAGED EQUITY FUND DIVISION FUND DIVISION ------------------------------------ -------------------------------- 1997 1996 1995 1997 1996 1995 ----------- ---------- -------- -------- -------- ------- Total gross deposits $ 170,971 $ 68,383 $ 9,129 $225,421 $131,764 $ 9,302 Transfers between fund divisions and General American 109,381 4,780,139 57,441 49,038 170,404 60,563 Surrenders and withdrawals (4,675,478) (5,060) (12,416) (28,866) 0 0 ----------- ---------- -------- -------- -------- ------- Total gross deposits, transfers between fund divisions and surrenders (4,395,126) 4,843,462 54,154 245,593 302,168 69,865 ----------- ---------- -------- -------- -------- ------- Deductions: Premium load charges 12,639 5,137 614 16,872 9,560 645 Cost of insurance and administrative expenses 24,838 16,027 1,862 24,211 11,739 1,602 ----------- ---------- -------- -------- -------- ------- Total deductions 37,477 21,164 2,476 41,083 21,299 2,247 ----------- ---------- -------- -------- -------- ------- Net deposits into (withdrawals from) Separate Account $(4,432,603) $4,822,298 $ 51,678 $204,510 $280,869 $67,618 =========== ========== ======== ======== ======== ======= (continued) 107 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT (CONTINUED) Variable General Select Plus: - ----------------------------- ASSET ALLOCATION INTERNATIONAL INDEX FUND DIVISION FUND DIVISION<F*> -------------------------------- -------------------------------- 1997 1996 1995 1997 1996 1995 -------- -------- --------- -------- -------- -------- Total gross deposits $225,188 $170,662 (34,323) $273,454 $181,044 $ 76,251 Transfers between fund divisions and General American 92,485 (27,308) (131,408) 190,371 32,353 76,707 Surrenders and withdrawals (48,400) (26,276) (10,179) (47,175) (10,048) (4,465) -------- -------- --------- -------- -------- -------- Total gross deposits, transfers between fund divisions and surrenders 269,273 117,078 (175,910) 416,650 203,349 148,493 -------- -------- --------- -------- -------- -------- Deductions: Premium load charges 17,168 12,611 6,512 19,728 13,690 7,697 Cost of insurance and administrative expenses 67,268 52,342 39,594 37,091 23,940 16,684 -------- -------- --------- -------- -------- -------- Total deductions 84,436 64,953 46,106 56,819 37,630 24,381 -------- -------- --------- -------- -------- -------- Net deposits into (withdrawals from) Separate Account $184,837 $ 52,125 $(222,016) $359,831 $165,719 $124,112 ======== ======== ========= ======== ======== ======== <FN> <F*>This fund was formerly known as the International Equity Fund. (continued) 108 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT (CONTINUED) Variable General Select Plus: - ----------------------------- MID-CAP EQUITY SMALL-CAP EQUITY FUND DIVISION<F*> FUND DIVISION -------------------------------- ---------------- 1997 1996 1995 1997<F**> -------- -------- -------- --------- Total gross deposits $376,253 $191,049 $ 81,787 $ 59,270 Transfers between fund divisions and General American 301,956 (58,467) 76,580 326,392 Surrenders and withdrawals (53,267) (52,717) (11,584) 0 -------- -------- -------- -------- Total gross deposits, transfers between fund divisions and surrenders 624,942 79,865 146,783 385,662 -------- -------- -------- -------- Deductions: Premium load charges 29,256 13,676 12,214 4,711 Cost of insurance and administrative expenses 40,346 26,565 21,651 3,518 -------- -------- -------- -------- Total deductions 69,602 40,241 33,865 8,229 -------- -------- -------- -------- Net deposits into Separate Account $555,340 $ 39,624 $112,918 $377,433 ======== ======== ======== ======== <FN> <F*> This fund was formerly known as the Special Equity Fund. <F**>The Small-Cap Equity Fund began operations on May 1, 1997. (continued) 109 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT (CONTINUED) Variable General Select Plus: - ----------------------------- EQUITY-INCOME GROWTH FUND DIVISION FUND DIVISION ---------------------------------- ---------------------------------- 1997 1996 1995 1997 1996 1995 ---------- ---------- -------- ---------- ---------- --------- Total gross deposits $1,043,306 $ 673,157 $285,714 $1,354,928 $ 899,999 $ 392,035 Transfers between fund divisions and General American 658,129 638,476 446,973 957,813 888,367 225,243 Surrenders and withdrawals (148,279) (10,403) (62,763) (268,257) (48,837) (161,933) ---------- ---------- -------- ---------- ---------- --------- Total gross deposits, transfers between fund divisions and surrenders 1,553,156 1,301,230 669,924 2,044,484 1,739,529 455,345 ---------- ---------- -------- ---------- ---------- --------- Deductions: Premium load charges 78,543 53,024 20,534 101,854 69,694 34,454 Cost of insurance and administrative expenses 163,469 112,967 58,881 206,497 136,072 82,849 ---------- ---------- -------- ---------- ---------- --------- Total deductions 242,012 165,991 79,415 308,351 205,766 117,303 ---------- ---------- -------- ---------- ---------- --------- Net deposits into Separate Account $1,311,144 $1,135,239 $590,509 $1,736,133 $1,533,763 $ 338,042 ========== ========== ======== ========== ========== ========= (continued) 110 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT (CONTINUED) Variable General Select Plus: - ----------------------------- OVERSEAS ASSET MANAGER FUND DIVISION FUND DIVISION -------------------------------- -------------------------------- 1997 1996 1995 1997 1996 1995<F*> -------- -------- -------- ------- ------- -------- Total gross deposits $763,625 $385,284 $154,142 $53,004 $ 8,754 $ 255 Transfers between fund divisions and General American 265,722 271,694 200,230 3,027 26,425 15,583 Surrenders and withdrawals (56,432) (45,712) (55,346) (2,184) (2,067) 0 -------- -------- -------- ------- ------- ------- Total gross deposits, transfers between fund divisions and surrenders 972,915 611,266 299,026 53,847 33,112 15,838 -------- -------- -------- ------- ------- ------- Deductions: Premium load charges 57,640 29,621 13,147 3,927 670 10 Cost of insurance and administrative expenses 71,616 46,151 31,516 3,625 1,631 56 -------- -------- -------- ------- ------- ------- Total deductions 129,256 75,772 44,663 7,552 2,301 66 -------- -------- -------- ------- ------- ------- Net deposits into Separate Account $843,659 $535,494 $254,363 $46,295 $30,811 $15,772 ======== ======== ======== ======= ======= ======= <FN> <F*> The Asset Manager Fund began operations on July 19, 1995. (continued) 111 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT (CONTINUED) Variable General Select Plus: - ----------------------------- HIGH INCOME WORLDWIDE HARD ASSETS FUND DIVISION FUND DIVISION<F**> --------------------------------- ------------------------------------ 1997 1996 1995<F*> 1997 1996 1995<F*> -------- -------- -------- -------- ------- -------- Total gross deposits $201,994 $ 91,307 $ 603 $ 22,621 $ 1,869 $0 Transfers between fund divisions and General American 207,353 278,491 68,178 1,823 45,785 0 Surrenders and withdrawals (6,433) 0 0 (36,871) 0 0 -------- -------- ------- -------- ------- -- Total gross deposits, transfers between fund divisions and surrenders 402,914 369,798 68,781 (12,427) 47,654 0 -------- -------- ------- -------- ------- -- Deductions: Premium load charges 15,004 7,156 37 1,715 175 0 Cost of insurance and administrative expenses 25,526 12,823 1,198 890 1,041 0 -------- -------- ------- -------- ------- -- Total deductions 40,530 19,979 1,235 2,605 1,216 0 -------- -------- ------- -------- ------- -- Net deposits into (withdrawals from) Separate Account $362,384 $349,819 $67,546 $(15,032) $46,438 $0 ======== ======== ======= ======== ======= == <FN> <F*> The High Income Fund and Worldwide Hard Assets Fund began operations on May 24, and August 9, 1995, respectively. <F**>This fund was formerly known as the Gold & Natural Resources Fund. (continued) 112 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT (CONTINUED) Variable General Select Plus: - ----------------------------- MULTI-STYLE AGGRESSIVE EQUITY CORE BOND EQUITY NON-US FUND DIVISION FUND DIVISION FUND DIVISION FUND DIVISION ------------- ------------- ------------- ------------- 1997<F*> 1997<F*> 1997<F*> 1997<F*> ------------- ------------- ------------- ------------- Total gross deposits $ 80,451 $ 17,978 $ 54,099 $ 42,059 Transfers between fund divisions and General American 532,364 215,118 281,507 276,242 -------- -------- -------- -------- Total gross deposits and transfers between fund divisions 612,815 233,096 335,606 318,301 -------- -------- -------- -------- Deductions: Premium load charges 5,866 1,346 3,761 3,283 Cost of insurance and administrative expenses 8,425 2,474 3,632 3,028 -------- -------- -------- -------- Total deductions 14,291 3,820 7,393 6,311 -------- -------- -------- -------- Net deposits into Separate Account $598,524 $229,276 $328,213 $311,990 ======== ======== ======== ======== <FN> <F*>The Multi-Style Equity Fund, Core Bond Fund, Aggressive Equity Fund, and Non-US Fund began operations on January 2, 1997. (continued) 113 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT (CONTINUED) Variable Universal Life - 100:<F*> - ---------------------------------- S & P 500 INDEX MONEY MARKET FUND DIVISION FUND DIVISION ------------------------------------ --------------------------------------- 1997 1996 1995 1997 1996 1995 ---------- ---------- -------- ----------- ----------- ----------- Total gross deposits $1,995,433 $ 606,419 $ 16,519 $ 8,679,144 $ 7,989,872 $ 2,385,983 Transfers between fund divisions and General American 2,177,143 1,285,071 172,340 (7,303,949) (6,898,282) (1,031,031) Surrenders and withdrawals (68,513) (12,850) 0 (3,421) (242) 0 ---------- ---------- -------- ----------- ----------- ----------- Total gross deposits, transfers between fund divisions and surrenders 4,104,063 1,878,640 188,859 1,371,774 1,091,348 1,354,952 ---------- ---------- -------- ----------- ----------- ----------- Deductions: Premium load charges 66,092 20,294 458 286,729 250,193 73,630 Cost of insurance and administrative expenses 671,147 258,742 9,056 599,119 502,668 124,621 ---------- ---------- -------- ----------- ----------- ----------- Total deductions 737,239 279,036 9,514 885,848 752,861 198,251 ---------- ---------- -------- ----------- ----------- ----------- Net deposits into Separate Account $3,366,824 $1,599,604 $179,345 $ 485,926 $ 338,487 $ 1,156,701 ========== ========== ======== =========== =========== =========== <FN> <F*>The Variable Universal Life 100 product was introduced in 1995, and the first deposit was received on June 7, 1995. (continued) 114 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT (CONTINUED) Variable Universal Life - 100:<F*> - ---------------------------------- BOND INDEX MANAGED EQUITY FUND DIVISION FUND DIVISION -------------------------------- -------------------------------- 1997 1996 1995 1997 1996 1995 -------- -------- ------- -------- -------- ------- Total gross deposits $184,259 $ 58,468 $ 2,634 $228,756 $102,809 $ 1,658 Transfers between fund divisions and General American 265,500 257,285 16,903 432,012 120,203 21,497 Surrenders and withdrawals (4,282) (2,419) 0 (13,613) (413) 0 -------- -------- ------- -------- -------- ------- Total gross deposits, transfers between fund divisions and surrenders 445,477 313,334 19,537 647,155 222,599 23,155 -------- -------- ------- -------- -------- ------- Deductions: Premium load charges 6,186 1,906 79 7,603 3,442 48 Cost of insurance and administrative expenses 57,817 31,767 862 96,349 36,945 2,150 -------- -------- ------- -------- -------- ------- Total deductions 64,003 33,673 941 103,952 40,387 2,198 -------- -------- ------- -------- -------- ------- Net deposits into Separate Account $381,474 $279,661 $18,596 $543,203 $182,212 $20,957 ======== ======== ======= ======== ======== ======= <FN> <F*>The Variable Universal Life 100 product was introduced in 1995, and the first deposit was received on June 7, 1995. (continued) 115 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT (CONTINUED) Variable Universal Life - 100:<F*> - ---------------------------------- ASSET ALLOCATION INTERNATIONAL INDEX FUND DIVISION FUND DIVISION<F**> -------------------------------- -------------------------------- 1997 1996 1995 1997 1996 1995 -------- -------- ------- -------- -------- ------- Total gross deposits $297,431 $ 91,429 $ 926 $380,598 $202,195 $20,494 Transfers between fund divisions and General American 423,970 233,391 12,569 259,917 315,663 27,674 Surrenders and withdrawals (7,250) (906) 0 (12,338) (2,005) 0 -------- -------- ------- -------- -------- ------- Total gross deposits, transfers between fund divisions and surrenders 714,151 323,914 13,495 628,177 515,853 48,168 -------- -------- ------- -------- -------- ------- Deductions: Premium load charges 10,273 3,162 30 12,990 6,724 656 Cost of insurance and administrative expenses 159,083 38,520 488 138,712 79,260 8,108 -------- -------- ------- -------- -------- ------- Total deductions 169,356 41,682 518 151,702 85,984 8,764 -------- -------- ------- -------- -------- ------- Net deposits into Separate Account $544,795 $282,232 $12,977 $476,475 $429,869 $39,404 ======== ======== ======= ======== ======== ======= <FN> <F*> The Variable Universal Life 100 product was introduced in 1995, and the first deposit was received on June 7, 1995. <F**>This fund was formerly known as the International Equity Fund. (continued) 116 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT (CONTINUED) Variable Universal Life-100:<F*> - -------------------------------- MID-CAP EQUITY SMALL-CAP EQUITY FUND DIVISION<F**> FUND DIVISION -------------------------------- ---------------- 1997 1996 1995 1997<F***> -------- -------- ------- ---------- Total gross deposits $405,467 $232,270 $18,525 $ 48,912 Transfers between fund divisions and General American 129,102 228,709 34,407 254,044 Surrenders and withdrawals (15,375) (5,591) 0 0 -------- -------- ------- -------- Total gross deposits, transfers between fund divisions and surrenders 519,194 455,388 52,932 302,956 -------- -------- ------- -------- Deductions: Premium load charges 13,537 7,772 598 1,579 Cost of insurance and administrative expenses 140,909 82,326 8,384 7,052 -------- -------- ------- -------- Total deductions 154,446 90,098 8,982 8,631 -------- -------- ------- -------- Net deposits into Separate Account $364,748 $365,290 $43,950 $294,325 ======== ======== ======= ======== <FN> <F*> The Variable Universal Life 100 product was introduced in 1995, and the first deposit was received on June 7, 1995. <F**> This fund was formerly known as the Special Equity Fund. <F***>The Small-Cap Equity Fund began operations on May 1, 1997. (continued) 117 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT (CONTINUED) Variable Universal Life - 100:<F*> - ---------------------------------- EQUITY-INCOME GROWTH FUND DIVISION FUND DIVISION ---------------------------------- ---------------------------------- 1997 1996 1995 1997 1996 1995 ---------- ---------- -------- ---------- ---------- -------- Total gross deposits $1,996,233 $ 914,095 $ 44,385 $2,402,233 $1,361,304 $ 50,500 Transfers between fund divisions and General American 792,184 1,521,792 219,488 1,492,743 1,759,062 304,735 Surrenders and withdrawals (44,826) (7,812) 0 (114,282) (38,619) 0 ---------- ---------- -------- ---------- ---------- -------- Total gross deposits, transfers between fund divisions and surrenders 2,743,591 2,428,075 263,873 3,780,694 3,081,747 355,235 ---------- ---------- -------- ---------- ---------- -------- Deductions: Premium load charges 66,340 29,267 1,400 80,190 44,819 1,424 Cost of insurance and administrative expenses 572,720 303,902 21,879 842,557 472,178 25,541 ---------- ---------- -------- ---------- ---------- -------- Total deductions 639,060 333,169 23,279 922,747 516,997 26,965 ---------- ---------- -------- ---------- ---------- -------- Net deposits into Separate Account $2,104,531 $2,094,906 $240,594 $2,857,947 $2,564,750 $328,270 ========== ========== ======== ========== ========== ======== <FN> <F*>The Variable Universal Life 100 product was introduced in 1995, and the first deposit was received on June 7, 1995. (continued) 118 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT (CONTINUED) Variable Universal Life - 100:<F*> - ---------------------------------- OVERSEAS ASSET MANAGER FUND DIVISION FUND DIVISION -------------------------------- --------------------------------- 1997 1996 1995 1997 1996 1995<F**> -------- -------- -------- -------- -------- --------- Total gross deposits $508,810 $373,593 $ 25,338 $147,295 $ 50,502 $ 964 Transfers between fund divisions and General American 313,710 307,488 82,196 109,004 137,452 30,404 Surrenders and withdrawals (22,505) (13,206) 0 (5,778) (2,165) 0 -------- -------- -------- -------- -------- ------- Total gross deposits, transfers between fund divisions and surrenders 800,015 667,875 107,534 250,521 185,789 31,368 -------- -------- -------- -------- -------- ------- Deductions: Premium load charges 17,197 11,611 762 4,955 1,674 28 Cost of insurance and administrative expenses 165,254 112,510 12,165 74,461 24,175 1,033 -------- -------- -------- -------- -------- ------- Total deductions 182,451 124,121 12,927 79,416 25,849 1,061 -------- -------- -------- -------- -------- ------- Net deposits into Separate Account $617,564 $543,754 $ 94,607 $171,105 $159,940 $30,307 ======== ======== ======== ======== ======== ======= <FN> <F*> The Variable Universal Life 100 product was introduced in 1995, and the first deposit was received on June 7, 1995. <F**>The Asset Manager Fund began operations on July 19, 1995. (continued) 119 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT (CONTINUED) Variable Universal Life - 100:<F*> - ---------------------------------- HIGH INCOME WORLDWIDE HARD ASSETS FUND DIVISION FUND DIVISION<F***> --------------------------------- -------------------------------- 1997 1996 1995<F**> 1997 1996 1995<F**> -------- -------- --------- ------- ------- --------- Total gross deposits $300,761 $158,842 $ 5,221 $63,004 $22,003 $ 193 Transfers between fund divisions and General American 224,109 297,097 65,982 18,216 53,910 8,300 Surrenders and withdrawals (20,348) (11,551) 0 (4,909) (5,154) 0 -------- -------- ------- ------- ------- ------ Total gross deposits, transfers between fund divisions and surrenders 504,522 444,388 71,203 76,311 70,759 8,493 -------- -------- ------- ------- ------- ------ Deductions: Premium load charges 10,110 4,982 174 2,147 712 8 Cost of insurance and administrative expenses 105,718 57,557 1,693 19,651 13,421 297 -------- -------- ------- ------- ------- ------ Total deductions 115,828 62,539 1,867 21,798 14,133 305 -------- -------- ------- ------- ------- ------ Net deposits into Separate Account $388,694 $381,849 $69,336 $54,513 $56,626 $8,188 ======== ======== ======= ======= ======= ====== <FN> <F*> The Variable Universal Life 100 product was introduced in 1995, and the first deposit was received on June 7, 1995. <F**> The High Income Fund and Gold & Natural Resources Fund began operations on May 24, and August 9, 1995, respectively. <F***>This fund was formerly known as the Gold & Natural Resources Fund. (continued) 120 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT (CONTINUED) Russell Variable Universal Life:<F*> - ------------------------------------ MONEY MULTI-STYLE CORE AGGRESSIVE MARKET EQUITY BOND EQUITY NON-US FUND DIVISION FUND DIVISION FUND DIVISION FUND DIVISION FUND DIVISION ------------- ------------ ------------- ------------- ------------- 1997<F**> 1997<F**> 1997<F**> 1997<F**> 1997<F**> ------------- ------------ ------------- ------------- ------------- Total gross deposits $ 4,627,386 $ 19,255 $ 3,472 $ 12,641 $ 8,990 Transfers between fund divisions and General American (4,374,607) 1,937,967 914,278 987,308 532,277 Surrenders and withdrawals 0 (328) 0 (94) (137) ----------- ---------- -------- -------- -------- Total gross deposits, transfers between fund divisions and surrenders 252,779 1,956,894 917,750 999,855 541,130 ----------- ---------- -------- -------- -------- Deductions: Premium load charges 72,762 1,369 0 822 548 Cost of insurance and administrative expenses 72,945 19,567 21,735 6,442 10,345 ----------- ---------- -------- -------- -------- Total deductions 145,707 20,936 21,735 7,264 10,893 ----------- ---------- -------- -------- -------- Net deposits into Separate Account $ 107,072 $1,935,958 $896,015 $992,591 $530,237 =========== ========== ======== ======== ======== <FN> <F*> Russell Variable Universal Life product was introduced in 1997, and the first deposit was received on June 6, 1997. <F**>The Multi-Style Equity Fund, Core Bond Fund, Aggressive Equity Fund, and Non-US Fund began operations on January 2, 1997. 121 INDEPENDENT AUDITORS' REPORT Board of Directors and Stockholder of General American Life Insurance Company: We have audited the accompanying consolidated balance sheets of General American Life Insurance Company and subsidiaries as of December 31, 1997 and 1996, and the related consolidated statements of operations, stockholder equity, and cash flows for each of the years in the three-year period ended December 31, 1997. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of General American Life Insurance Company and subsidiaries as of December 31, 1997 and 1996, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 1997, in conformity with generally accepted accounting principles. As discussed in Note 1 to the consolidated financial statements, in 1996 the Company adopted Statement of Financial Accounting Standards No. 120, ACCOUNTING AND REPORTING BY MUTUAL LIFE INSURANCE ENTERPRISES AND BY INSURANCE ENTERPRISES FOR CERTAIN LONG-DURATION PARTICIPATING CONTRACTS. St. Louis, Missouri March 5, 1998 122 GENERAL AMERICAN LIFE INSURANCE COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS) AS OF DECEMBER 31 ASSETS 1997 1996 Fixed maturities: Available-for-sale, at fair value $ 9,115,519 6,758,309 Mortgage loans, net 2,140,262 2,273,627 Real estate, net 140,145 203,767 Equity securities, at fair value 24,211 20,905 Policy loans 2,073,152 1,917,861 Short-term investments 190,374 55,594 Other invested assets 243,921 183,612 ----------- ---------- Total investments 13,927,584 11,413,675 Cash and cash equivalents 358,879 142,724 Accrued investment income 168,592 148,419 Reinsurance recoverables and other contract deposits 4,117,958 3,264,644 Deferred policy acquisition costs 695,253 652,251 Other assets 488,582 442,139 Separate account assets 4,118,860 2,833,258 ----------- ---------- Total assets $23,875,708 18,897,110 =========== ========== LIABILITIES AND STOCKHOLDER EQUITY Policy and contract liabilities: Future policy benefits $ 4,933,787 4,238,033 Policyholder account balances: Universal life 2,534,744 1,960,726 Annuities 4,161,946 4,321,241 Pension funds 4,732,400 2,778,834 Policy and contract claims 458,606 352,433 Dividends payable to policyholders 113,525 103,019 ----------- ---------- Total policy and contract liabilities 16,935,008 13,754,286 Amounts payable to reinsurers 310,592 142,661 Long-term debt and notes payable 214,477 295,614 Other liabilities and accrued expenses 826,868 670,109 Deferred tax liability 89,046 43,277 Separate account liabilities 4,112,666 2,810,907 ----------- ---------- Total liabilities 22,488,657 17,716,854 Minority interests 216,555 182,469 Stockholder equity: Common stock, $1 par value, 5,000,000 shares authorized, 3,000,000 shares issued and outstanding in 1997 and 0 in 1996 3,000 - Additional paid in capital 3,000 - Retained earnings 1,055,233 963,230 Foreign currency translation adjustments, net of taxes (19,481) (15,810) Unrealized gain on investments, net of taxes 128,744 50,367 ----------- ---------- Total stockholder equity 1,170,496 997,787 ----------- ---------- Total liabilities and stockholder equity $23,875,708 18,897,110 =========== ========== SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. 123 GENERAL AMERICAN LIFE INSURANCE COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (DOLLARS IN THOUSANDS) YEARS ENDED DECEMBER 31 REVENUES 1997 1996 1995 Insurance premiums and other considerations $1,768,169 1,623,228 1,498,013 Net investment income 945,542 806,883 676,404 Ceded commissions 44,902 27,538 18,523 Other income 362,160 280,803 182,193 Net realized investment gains 28,538 24,531 280,756 --------- --------- --------- Total revenues 3,149,311 2,762,983 2,655,889 BENEFITS AND EXPENSES Policy benefits 1,528,333 1,379,803 1,150,188 Interest credited to policyholder account balances 345,937 262,532 192,522 --------- --------- --------- Total policyholder benefits 1,874,270 1,642,335 1,342,710 Dividends to policyholders 182,146 171,904 264,658 Policy acquisition costs 168,045 143,094 138,811 Other insurance and operating expenses 739,814 642,636 522,986 --------- --------- --------- Total benefits and expenses 2,964,275 2,599,969 2,269,165 --------- --------- --------- Income before provision for income taxes and minority interest 185,036 163,014 386,724 --------- --------- --------- Income tax provision (benefit): Current 65,778 45,902 115,769 Deferred (113) 13,992 29,411 --------- --------- --------- Total provision for income taxes 65,665 59,894 145,180 --------- --------- --------- Income before minority interest 119,371 103,120 241,544 Minority interest in earnings of consolidated subsidiaries (22,134) (19,888) (17,512) --------- --------- --------- Net income $ 97,237 83,232 224,032 ========= ========= ========= SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. 124 GENERAL AMERICAN LIFE INSURANCE COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDER EQUITY (DOLLARS IN THOUSANDS) Foreign currency Unrealized translation gain (loss) on Total Common Additional Retained adjustments, investments, stockholder stock paid in capital earnings net of taxes net of taxes equity Balance at December 31, 1994 $ - - 646,727 (20,175) (65,409) 561,143 Net income 224,032 224,032 Foreign currency translation adjustments 5,908 5,908 Change in unrealized gain (loss) on investments, net of tax 162,864 162,864 Other, net 3,136 3,136 -------------------------------------------------------------------------------- Balance at December 31, 1995 - - 873,895 (14,267) 97,455 957,083 Net income 83,232 83,232 Foreign currency translation adjustments (1,543) (1,543) Change in unrealized gain (loss) on investments, net on tax (47,088) (47,088) Other, net 6,103 6,103 -------------------------------------------------------------------------------- Balance at December 31, 1996 - - 963,230 (15,810) 50,367 997,787 Net income 97,237 97,237 Foreign currency translation adjustments (3,671) (3,671) Change in unrealized gain (loss) on investments, net of tax 78,377 78,377 Issuance of common stock 3,000 3,000 (6,000) - Dividend to parent (4,480) (4,480) Other, net 5,246 5,246 -------------------------------------------------------------------------------- Balance at December 31, 1997 $3,000 3,000 1,055,233 (19,481) 128,744 1,170,496 ================================================================================ SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. 125 GENERAL AMERICAN LIFE INSURANCE COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (DOLLARS IN THOUSANDS) YEARS ENDED DECEMBER 31 CASH FLOWS FROM OPERATING ACTIVITIES 1997 1996 1995 Net income $ 97,237 83,232 224,032 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Change in: Accrued investment income (20,568) (16,275) (22,202) Reinsurance recoverables and other contract deposits (838,390) (159,713) 262,054 Deferred policy acquisition costs (113,040) (87,249) (23,141) Other assets (61,796) (51,444) (67,650) Future policy benefits 693,052 330,511 399,261 Policy and contract claims 105,503 14,652 74,173 Other liabilities and accrued expenses 319,787 65,184 184,756 Deferred income taxes (113) 13,992 29,411 Policyholder considerations (137,163) (144,748) (140,475) Interest credited to policyholder account balances 345,937 262,532 192,522 Amortization and depreciation 32,744 28,375 19,196 Net realized investment (gains) (28,538) (24,531) (280,756) Other, net 372 (14,554) 2,488 ----------- ---------- ---------- Net cash provided by operating activities 395,024 299,964 853,669 ----------- ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from investments sold or redeemed: Fixed maturities available-for-sale 2,070,743 1,822,169 1,482,122 Mortgage loans 594,151 182,650 206,520 Equity securities 31,602 13,427 468,143 Short-term and other invested assets 163,393 84,748 414,102 Cost of investments purchased: Fixed maturities available-for-sale (4,463,100) (3,428,943) (3,010,016) Fixed maturities held-to-maturity - - (3,068) Equity securities (47,283) (39,553) (89,062) Short-term and other invested assets (293,857) (97,426) (16,471) Mortgage loan originations (438,959) (593,438) (431,043) Maturity of fixed maturities held-to-maturity - - 6,365 Maturity of fixed maturities available-for-sale 281,736 225,087 75,518 Increase in policy loans, net (153,399) (210,624) (211,526) Investments in subsidiaries (6,032) (4,807) (126,363) ----------- ---------- ---------- Net cash used in investing activities (2,261,005) (2,046,710) (1,234,779) ----------- ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES Net policyholder account and contract deposits 2,121,488 1,632,495 294,685 Issuance of debt 1,857 106,903 100,219 Repayment of debt (80,606) (19,497) (4,800) Dividends (2,112) (1,832) (4,376) Other, net 46,829 26,770 17,498 ----------- ---------- ---------- Net cash provided by financing activities 2,087,456 1,744,839 403,226 ----------- ---------- ---------- Effect of exchange rate changes (5,320) (266) 5,908 ----------- ---------- ---------- Net increase (decrease) in cash and cash equivalents 216,155 (2,173) 28,024 ----------- ---------- ---------- Cash and cash equivalents at beginning of year 142,724 144,897 116,873 ----------- ---------- ---------- Cash and cash equivalents at end of year $ 358,879 142,724 144,897 =========== ========== ========== SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. 126 GENERAL AMERICAN LIFE INSURANCE COMPANY AND SUBSIDIARIES (1) BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES REORGANIZATION In September 1996, the Board of Directors of General American Life Insurance Company (General American) adopted the Reorganization Plan (Plan) which authorized the reorganization (Reorganization) of General American into a mutual insurance holding company structure. The Missouri Department of Insurance held a public hearing on the Reorganization on December 19, 1996 and approved the Plan on January 24, 1997. The policyholders of General American approved the Plan on January 28, 1997 and the Reorganization became effective on April 24, 1997 (effective date). General American was the first company to obtain approval and to form a mutual insurance holding company under the Missouri Mutual Holding Company Statute. Pursuant to the Reorganization, General American (the Company) (i) formed General American Mutual Holding Company (GAMHC) as a mutual insurance holding company under the insurance laws of the State of Missouri, (ii) formed GenAmerica Corporation (GenAmerica) as an intermediate stock holding company under the general laws of the State of Missouri, and (iii) amended and restated its Charter and Articles of Incorporation to authorize the issuance of capital stock and the continuance of its existence as a stock life insurance company under the same name. GAMHC may, among other things, elect all of the directors of GenAmerica and approve matters submitted for shareholder approval. As of the effective date of the Reorganization, the membership interests and the contractual rights of the policyholders of the Company were separated - the membership interests automatically became, by operation of law, membership interests in GAMHC and the contractual rights remained with the Company. Each person who becomes the owner of a designated policy or contract of insurance or annuity issued by the Company after the effective date of the Reorganization (subject to certain exceptions and conditions set forth in the Articles of Incorporation of GAMHC) will become a member of GAMHC and have a membership interest in GAMHC by operation of law so long as such policy or contract remains in force. The membership interests in GAMHC follow, and are not severable, from the insurance policy or annuity contract from which the membership interest in GAMHC is derived. The Company issued 3 million shares of its authorized shares of capital stock to GAMHC in 1997. GAMHC then contributed all of these to GenAmerica in exchange for 1 thousand shares of its common stock. As a result, GenAmerica directly owns the Company, and GAMHC indirectly owns the Company, through GenAmerica. In addition, the Company capitalized $3 million of its unassigned surplus to paid in capital. The consolidated financial statements include the assets, liabilities, and results of operations of the Company and its wholly owned subsidiaries, General American Holding Company, a non-insurance holding company; Cova Corporation, an insurance holding company; Paragon Life Insurance Company; Security Equity Life Insurance Company; General Life Insurance Company of America; General Life Insurance Company, its 63.8 percent owned subsidiary, Reinsurance Group of America, Incorporated (RGA), an insurance holding company, and its 62.7 percent owned subsidiary, Conning Corporation. The Company's principal lines of business, conducted through General American or one of its subsidiaries, are: Individual Life Insurance, Annuities, Group Life and Health Insurance, Asset Management, and Reinsurance. The Company distributes its products and services primarily through a nationwide network of general agencies, independent brokers, and group sales and claims offices. The Company (including its subsidiaries) is licensed to do business in all fifty states, twelve Canadian provinces, Puerto Rico, and the District of Columbia. Through its subsidiaries, the Company has operations in Europe, Pacific Rim countries, and Latin America. INITIAL PUBLIC OFFERING In December 1997, the Company's subsidiary, Conning Corporation (Conning) successfully completed an Initial Public Offering (IPO) of 2.875 million shares of its common stock. Conning received net proceeds of approximately $34.5 million from the offering. After the IPO, the Company owns 62.7 percent of the total shares outstanding of Conning's common stock. The publicly held stock of Conning is listed on the NASDAQ National Market System SIGNIFICANT ACCOUNTING POLICIES The accompanying consolidated financial statements are prepared on the basis of generally accepted accounting principles (GAAP) and include the accounts of the Company and its majority owned subsidiaries. Less than majority-owned entities in which the Company has at least a 20 percent interest are reported on the equity basis. All significant intercompany accounts and transactions have been eliminated in consolidation. The preparation of financial statements requires the use of estimates by management which affect the amounts reflected in the financial statements. Actual results could differ from those estimates. Accounts that the Company deems to be sensitive to changes in estimates include future policy benefits and policy and contract claims, deferred acquisition costs, and investment and deferred tax valuation allowances. In April 1993, the Financial Accounting Standards Board (FASB) issued Interpretation No. 40, APPLICABILITY OF GENERALLY ACCEPTED ACCOUNTING PRINCIPLES TO MUTUAL LIFE INSURANCE AND OTHER ENTERPRISES. This Interpretation requires mutual life insurance enterprises which had traditionally issued statutory based financial statements that had been reported to be in conformity with GAAP, to apply all authoritative accounting pronouncements in preparing those statements, effective for periods beginning after December 31, 1994. In January 1995, the FASB issued Statement of Financial Accounting Standards No. 120 (SFAS 120), ACCOUNTING AND REPORTING BY MUTUAL LIFE INSURANCE ENTERPRISES AND BY INSURANCE ENTERPRISES FOR CERTAIN LONG DURATION PARTICIPATING CONTRACTS, and the American Institute of Certified Public Accountants (AICPA) issued Statement of Position 95-1 (SOP 95-1), ACCOUNTING FOR CERTAIN INSURANCE ACTIVITIES OF MUTUAL LIFE ENTERPRISES, which together define the GAAP model for mutual life insurance enterprises. These pronouncements define the enterprises and method of accounting for certain participating life insurance contracts of mutual and stock life insurance companies that meet the criteria defined in SOP 95-1. SFAS 120 also deferred implementation of Interpretation No. 40 to be concurrent with implementation of SFAS 120. SFAS 120 and SOP 95-1 are effective for financial statements issued for fiscal years beginning after December 15, 1995. The effect of initially applying this new accounting model has been reported retroactively through restatement of all periods presented. 127 The significant accounting policies of the Company are as follows: RECOGNITION OF REVENUE For traditional life policies, including participating businesses, premiums are recognized when due, less allowances for estimated uncollectible balances. For limited payment contracts, net premiums are recorded as revenue, and the difference between the gross premium and the net premium is deferred and recognized in income in a constant relationship to insurance in force over the estimated policy life. For universal life and annuity products, contract charges for mortality, surrender, and expense, other than front-end expense charges, are reported as income when charged to policyholders' accounts. Other income represents the fees generated from the Company's non-insurance operations, primarily service and contract fees relating to asset management, system development, and third-party administration. Amounts are recognized when earned. INVESTED ASSETS FIXED MATURITY AND EQUITY SECURITIES: Investment securities are accounted for in accordance with SFAS 115, ACCOUNTING FOR CERTAIN INVESTMENTS IN DEBT AND EQUITY SECURITIES. SFAS 115 requires debt and equity securities to be classified into categories of available-for-sale, trading securities, or held- to-maturity depending on an entity's ability and positive intent to hold a security to maturity. All of the Company's securities are classified as available-for-sale. Fixed maturities available-for-sale are reported at fair value and are so classified based on the possibility that such securities could be sold prior to maturity if that action enables the Company to execute its investment philosophy and appropriately match investment results to operating and liquidity needs. Equity securities are carried at fair value. Realized gains or losses on the sale of securities are determined on the basis of specific identification. Unrealized gains and losses are recorded, net of related income tax effects, in a separate component of stockholder equity. MORTGAGE LOANS: Mortgage loans on real estate are stated at an unpaid principal balance, net of unamortized discounts and valuation allowances for possible impairment in value. The Company discontinues the accrual of interest on mortgage loans which are more than 90 days delinquent. Interest received on nonaccrual mortgage loans is generally reported as interest income. POLICY LOANS, REAL ESTATE AND OTHER INVESTED ASSETS: Policy loans are carried at an unpaid principal balance and are generally secured by the cash surrender value. Investment real estate which the Company has the intent to hold for the production of income is carried at depreciated cost, net of writedowns for other than temporary declines in fair value and encumbrances. Properties held for sale (primarily acquired through foreclosure) are carried at the lower of depreciated cost (fair value at foreclosure plus capital additions less accumulated depreciation and encumbrances) or fair value. Adjustments to carrying value of properties held for sale are recorded in a valuation reserve when the fair value is below depreciated cost. The accumulated depreciation and encumbrances on real estate amounted to $47.0 million and $53.0 million at December 31, 1997 and 1996, respectively. Direct valuation allowances amounted to $6.7 million and $15.7 million at December 31, 1997 and 1996, respectively. Other invested assets are principally recorded at fair value. SHORT-TERM INVESTMENTS: Short-term investments, consisting primarily of money market instruments and other debt issues purchased with an original maturity of less than a year, are carried at amortized cost, which approximates fair value. INVESTED ASSET IMPAIRMENT AND VALUATION ALLOWANCES: Invested assets are considered impaired when the Company determines that collection of all amounts due under the contractual terms is doubtful. The Company adjusts invested assets to their estimated net realizable value at the point at which it determines an impairment is other than temporary. In addition, the Company has established valuation allowances for mortgage loans and other invested assets. Valuation allowances for other than temporary impairments in value are netted against the asset categories to which they apply. Additions to valuation allowances are included in realized gains and losses. The Company recognizes its proportionate share of the resultant gains or losses on the issuance or repurchase of its subsidiaries' stock as a direct credit or charge to retained earnings. CASH AND CASH EQUIVALENTS: For purposes of reporting, cash and cash equivalents represent cash, demand deposits and highly liquid short-term investments, which include U.S. Treasury bills, commercial paper, and repurchase agreements with original or remaining maturities of 90 days or less when purchased. INVESTMENT INCOME Bond premium and discounts are amortized into income using the scientific yield method over the term of the security. Amortization of the premium or discount on mortgage-backed securities is recognized using a scientific yield method which considers the estimated timing and amount of prepayments of underlying mortgage loans. Actual prepayment experience is periodically reviewed and effective yields are adjusted when differences arise between the prepayments originally anticipated and the actual prepayments received and currently anticipated. When such differences occur, the net investment in the mortgage-backed security is adjusted to the amount that would have existed had the new effective yield been applied since the acquisition of the security with a corresponding charge or credit to interest income (the "retrospective method"). POLICY AND CONTRACT LIABILITIES For traditional life insurance policies, future policy benefits are computed using a net level premium method with actuarial assumptions as to mortality, persistency, and interest established at policy issue. Assumptions established at policy issue as to 128 mortality and persistency are based on industry standards and the Company's historical experience which, together with interest and expense assumptions, provide a margin for adverse deviation. Interest rate assumptions generally range from 2.5 percent to 11.0 percent. For participating policies, future policy benefits are computed using a net level premium method based on the guaranteed cash value basis for mortality and interest. Mortality rates are similar to those used for statutory valuation purposes. Interest rates generally range from 2.5 percent to 6.0 percent. Dividend liabilities are established when earned. When the liabilities for future policy benefits plus the present value of expected future gross premiums are insufficient to provide for expected policy benefits and expenses, unrecoverable deferred policy acquisition costs are written off and thereafter a premium deficiency reserve is established through a charge to earnings. Policyholder account balances for universal life and annuity policies are equal to the policyholder account value before deduction of any surrender charges. The policyholder account value represents an accumulation of gross premium payments plus credited interest less expense and mortality charges and withdrawals. These expense charges are recognized in income as earned. The range of weighted average interest crediting rates used by the Company and its life insurance subsidiaries were as follows: 1997 1996 1995 Universal life 6.00-7.10% 6.00-7.56% 6.00-7.87% Annuities 5.70-6.20% 5.70-6.20% 5.69-6.29% Accident and health benefits for active lives are calculated using the net level premium method and assumptions as to future morbidity, withdrawals, and interest which provide a margin for adverse deviation. Benefit liabilities for disabled lives are calculated using the present value of future benefits and experience assumptions for claim termination, expense, and interest which also provide a margin for adverse deviation. POLICY AND CONTRACT CLAIMS The Company establishes a liability for unpaid claims based on estimates of the ultimate cost of claims incurred, which is comprised of aggregate case basis estimates, average claim costs for reported claims, and estimates of unreported losses based on past experience. Policy and contract claims include a provision for both life and accident and health claims. Management believes the liabilities for unpaid claims are adequate to cover the ultimate liability; however, due to the underlying risks and the high degree of uncertainty associated with the determination of the liability for unpaid claims, the amounts which will ultimately be paid to settle these liabilities cannot be determined precisely and may vary from the estimated amount included in the consolidated balance sheets. DEFERRED POLICY ACQUISITION COSTS The costs of acquiring new business, which vary with and are primarily related to the production of new business, have been deferred to the extent that such costs are deemed recoverable from future profitability of the underlying business. Such costs include commissions, premium taxes, as well as certain other costs of policy issuance and underwriting. For limited payment and other nonparticipating traditional life insurance policies, the deferred policy acquisition costs are amortized with interest in proportion to the ratio of the expected annual premium revenue to the expected total premium revenue. Expected future premium revenue is estimated with the same assumptions used for computing liabilities for future policy benefits for these policies. For participating life insurance, universal life, and annuity type contracts, the deferred policy acquisition costs are amortized over a period of not more than thirty years in relation to the present value of estimated gross profits arising from interest margin, cost of insurance, policy administration, and surrender charges. The range of average rates of assumed interest used by the Company and its insurance subsidiaries in estimated gross margins were as follows: 1997 1996 1995 Participating life 8.17% 8.70% 7.81% Universal life 6.25-7.79% 6.00-8.20% 6.00-7.56% Annuities 7.00-7.84% 7.83% 8.04% The estimates of expected gross margins are evaluated regularly and are revised if actual experience or other evidence indicates that revision is appropriate. Upon revision, total amortization recorded to date is adjusted by a charge or credit to current earnings. Under SFAS 115, deferred policy acquisition costs are adjusted for the impact on estimated gross margins as if the net unrealized gains and losses on securities had actually been realized. REINSURANCE In the normal course of business, the Company seeks to limit its exposure to loss on any single insured by ceding risks to other insurance enterprises or reinsurers under various types of contracts including coinsurance and excess coverage. The Company's retention level per individual life ranges between $50 thousand and $2.5 million depending on the entity writing the policy. The Company assumes and retrocedes financial reinsurance contracts which represent low mortality risk reinsurance treaties. These contracts are reported as deposits and are included in reinsurance recoverable/payable in the accompanying consolidated balance sheet. The amount of revenue reported on these contracts represents fees and the cost of insurance under the terms of the reinsurance agreement. 129 Reinsurance activities are accounted for consistent with terms of the risk transfer reinsurance contracts. Premiums ceded to other companies have been reported as a reduction of premiums. Amounts applicable to reinsurance ceded for future policy benefits and claim liabilities have been reported as assets for these items and commissions and expense allowances received in connection with reinsurance ceded have been accounted for in income as earned. Reinsurance does not relieve the Company from its primary responsibility to meet claim obligations. The Company evaluates the financial conditions of its reinsurers annually. FEDERAL INCOME TAXES The Company and certain of its U.S. subsidiaries file a consolidated federal income tax return. In order to consolidate, the Company must possess both 80 percent of the total voting power and 80 percent of the value of the stock of the subsidiary. Further, even if it meets the 80 percent test, any acquired life insurance company is not included in the consolidated return until the acquired company has been a member of the group for five years. Prior to satisfying the five-year requirement, the subsidiary files a separate federal return. RGA Barbados, a subsidiary of RGA, also files a U.S. tax return. The Company's Canadian, Argentine, Australian, Chilean, Mexican, Spanish, and United Kingdom subsidiaries are taxed under applicable local statutes. The Company uses the asset and liability method to record deferred income taxes. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, using enacted tax rates, expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. SEPARATE ACCOUNT BUSINESS The assets and liabilities of the separate accounts represent segregated funds administered and invested by the Company for purposes of funding variable life insurance and annuity contracts for the exclusive benefit of the contract holders. The Company charges the separate accounts for cost of insurance and administrative expense associated with a contract and charges related to early withdrawals by contract holders. The assets and liabilities of the separate account are carried at fair value. The Company's participation in the separate accounts (seed money) is carried at its fair value in the separate account, and amounted to $6.2 million and $22.3 million at December 31, 1997 and 1996, respectively. FAIR VALUE OF FINANCIAL INSTRUMENTS Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company's entire holdings of a particular financial instrument. Although fair value estimates are calculated using assumptions that management believes are appropriate, changes in assumptions could significantly affect the estimates and such estimates should be used with care. The following assumptions were used to estimate the fair value of each class of financial instrument for which it was practicable to estimate fair value: INVESTMENT SECURITIES: Fixed maturities are valued using quoted market prices, if available. For securities not actively traded, fair values are estimated using values obtained from independent pricing services or, in the case of private placements, are estimated by discounting expected future cash flows using a current market rate applicable to the yield, credit quality, and maturity of investments. The fair values of equity securities are based on quoted market prices. MORTGAGE LOANS: The fair values of mortgage loans are estimated using discounted cash flow analyses and interest rates currently being offered for similar loans to borrowers with similar credit ratings. Loans with similar characteristics are aggregated for purposes of the calculations. POLICY LOANS: The fair value of policy loans approximates the carrying value. The majority of these loans are indexed, with yield tied to a stated return. POLICYHOLDER ACCOUNT BALANCES ON INVESTMENT TYPE CONTRACTS: Fair values for the Company's liabilities under investment-type contracts are estimated using discounted cash flow calculations based on interest rates currently being offered for similar contracts with maturities consistent with those remaining for the contracts being valued. For contracts with no defined maturity date, the carrying value approximates fair value. SEPARATE ACCOUNT ASSETS AND LIABILITIES: The separate account assets and liabilities are carried at fair value as determined by the market value of the underlying segregated investments. SHORT-TERM INVESTMENTS AND CASH AND CASH EQUIVALENTS: The carrying amount is considered a reasonable estimate of fair value. LONG-TERM DEBT AND NOTES PAYABLE: The fair value of long-term debt and notes payable is estimated using discounted cash flow calculations based on interest rates currently being offered for similar instruments. Refer to Note 4 for additional information on fair value of financial instruments. RECLASSIFICATION The Company has reclassified the presentation of certain prior period information to conform with the 1997 presentation. 130 (2) SIGNIFICANT ACQUISITIONS AND DIVESTITURES On June 1, 1995, the Company acquired Xerox Life Insurance Companies, now known as Cova Corporation (Cova). At acquisition, Cova had total assets of approximately $635.6 million. The purchase price of approximately $107.7 million was funded from the Company's operations. Effective July 31, 1995, the Company entered into a merger arrangement with Conning Corporation and Subsidiaries (Conning), an investment management firm, whereby the Company acquired Conning and subsequently contributed Conning and General American Investment Management Company, a wholly owned subsidiary, to form Conning Asset Management Company (CAM). At acquisition, Conning had total assets of approximately $16.0 million. The purchase price consisted of approximately $12.0 million in cash (from the Company's operations) and 3.2 million shares of CAM convertible redeemable preferred stock, with fair value of approximately $17.0 million. These transactions were accounted for using the purchase method of accounting. The results of operations of the acquired entities are included in the consolidated financial statements subsequent to the respective acquisition dates. The excess of cost over fair value of net assets acquired amounted to approximately $56.6 million and $23.1 million for Cova and Conning, respectively, and is being amortized over approximately 20 years. On January 3, 1995, the Company sold its 72 percent ownership in GenCare Health Systems, Inc. to United HealthCare Corporation. Proceeds received net of expenses were $365.0 million and the net realized gain on sale was $170.2 million. The Company distributed its ownership of its wholly owned subsidiary, Walnut Street Securities, Inc. (WSS), at December 31, 1997 to GenAmerica. The net book value of WSS, was $4.48 million at the time of distribution. The revenue and expenses of WSS are included in the Company's consolidated statement of operations for 1997. 131 (3) INVESTMENTS Fixed maturities and equity securities The amortized cost and estimated fair value of fixed maturity and equity securities at December 31, 1997 and 1996 are as follows (in thousands): 1997 Gross Gross Estimated Amortized unrealized unrealized fair cost gains losses value Available-for-sale: U. S. Treasury securities $ 48,074 1,125 (27) 49,172 Government agency obligations 378,002 84,425 (1,281) 461,146 Corporate securities 5,491,210 319,682 (45,790) 5,765,102 Mortgage-backed securities 2,544,241 45,211 (17,832) 2,571,620 Asset-backed securities 265,725 3,380 (626) 268,479 ---------- ---------- ---------- --------- Total fixed maturities available-for-sale $8,727,252 453,823 (65,556) 9,115,519 ========== ========== ========== ========= Equity securities $ 23,558 653 - 24,211 ========== ========== ========== ========= 1996 Gross Gross Estimated Amortized unrealized unrealized fair cost gains losses value Available-for-sale: U. S. Treasury securities $ 28,980 368 (151) 29,197 Government agency obligations 343,945 41,324 (970) 384,299 Corporate securities 4,071,775 158,361 (39,623) 4,190,513 Mortgage-backed securities 1,949,717 18,927 (14,386) 1,954,258 Asset-backed securities 198,934 1,599 (491) 200,042 ---------- ---------- ---------- --------- Total fixed maturities available-for-sale $6,593,351 220,579 (55,621) 6,758,309 ========== ========== ========== ========= Equity securities $ 21,460 1,137 (1,692) 20,905 ========== ========== ========== ========= The Company manages its credit risk associated with fixed maturities by diversifying its portfolio. At December 31, 1997 and 1996, the Company held no corporate debt securities or foreign government debt securities of a single issuer which had a carrying value in excess of 10 percent of stockholder equity. The amortized cost and estimated fair value of fixed maturities at December 31, 1997, by contractual maturity, are shown below (in thousands). Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Estimated Amortized fair cost value Due in one year or less $ 67,409 67,921 Due after one year through five years 1,279,675 1,303,178 Due after five years through ten years 1,816,231 1,855,188 Due after ten years through twenty years 3,019,696 3,317,612 Mortgage-backed securities 2,544,241 2,571,620 ------------- --------- Total $ 8,727,252 9,115,519 ============= ========= 132 The sources of net investment income follow (in thousands): 1997 1996 1995 Fixed maturities $ 561,709 464,512 368,033 Mortgage loans 194,504 171,781 143,047 Real estate 34,164 39,062 37,108 Equity securities 1,317 755 622 Policy loans 148,316 133,511 127,920 Short-term investments 16,600 13,979 26,920 Other 13,943 9,705 (368) -------- ------- ------- Investment revenue 970,553 833,305 703,282 Investment expenses (25,011) (26,422) (26,878) -------- ------- ------- Net investment income $ 945,542 806,883 676,404 ======== ======= ======= Net realized gains (losses) from sales of investments consist of the following (in thousands): 1997 1996 1995 Fixed maturities: Realized gains $ 23,969 27,928 30,139 Realized losses (16,796) (10,398) (9,000) Equity securities: Realized gains 1,835 6,146 306,142 Realized losses (1,457) (288) (5,259) Other investments, net 20,987 1,143 (41,266) ------- ------- ------- Net realized investment gains $ 28,538 24,531 280,756 ======= ======= ======= Included in the net realized losses are permanent write-downs of approximately $4.8 million during 1997. A summary of the components of the net unrealized appreciation (depreciation) on invested assets carried at fair value is as follows (in thousands): 1997 1996 Unrealized appreciation (depreciation): Fixed maturities available-for-sale $ 388,267 164,957 Equity securities and short-term investments 658 605 Derivatives 888 - Effect of unrealized appreciation (depreciation) on: Deferred policy acquisition costs (142,187) (70,038) Present value of future profits (2,901) 1,986 Deferred income taxes (91,779) (36,705) Other 139 - Minority interest, net of taxes (24,341) (10,438) ---------- --------- Net unrealized appreciation $ 128,744 50,367 ========== ========= The Company and its insurance subsidiaries have securities on deposit with various state insurance departments and regulatory authorities with an amortized cost of approximately $ 293.5 million and $278.6 million at December 31, 1997 and 1996, respectively. MORTGAGE LOANS The Company originates mortgage loans on income-producing properties, such as apartments, retail and office buildings, light warehouses, and light industrial facilities. Loan to value ratios at the time of loan approval are 75 percent or less. The Company minimizes risk through a thorough credit approval process and through geographic and property type diversification. The Company's mortgage loans were distributed as follows (in thousands): 1997 1996 Carrying Percent of Carrying Percent of Value Total Value Total Arizona $ 156,453 7.2% $ 185,575 8.0% California 358,443 16.5 378,376 16.4 Colorado 228,797 10.5 226,531 9.8 Florida 153,174 7.0 193,570 8.4 Georgia 131,861 6.1 141,442 6.1 Illinois 155,184 7.1 183,883 8.0 Maryland 104,567 4.8 99,944 4.3 Missouri 100,815 4.6 102,111 4.4 Texas 191,619 8.8 225,697 9.8 Virginia 84,140 3.9 92,663 4.0 Other 513,213 23.5 481,546 20.8 ----------- --------- ----------- -------- Subtotal 2,178,266 100.0% 2,311,338 100.0% Valuation reserve (38,004) (37,711) ----------- --------- ----------- -------- Total $ 2,140,262 $ 2,273,627 =========== ========= =========== ======== 133 1997 1996 Carrying Percent of Carrying Percent of Value Total Value Total Property Type Apartment $ 101,038 4.6% $ 131,352 5.7% Retail 903,438 41.5 966,298 41.8 Office building 622,185 28.6 641,204 27.7 Industrial 445,253 20.4 479,755 20.8 Other commercial 106,352 4.9 92,729 4.0 ----------- --------- ----------- -------- Subtotal 2,178,266 100.0% 2,311,338 100.0% Valuation reserve (38,004) (37,711) ----------- --------- ----------- -------- Total $ 2,140,262 $ 2,273,627 =========== ========= =========== ======== An impaired loan is measured at the present value of expected future cash flows or, alternatively, the observable market price or the fair value of the collateral. Mortgage loans which have been non-income producing for the preceding twelve months were $8.7 million and $5.1 million at December 31, 1997 and 1996, respectively. At December 31, 1997 and 1996, the recorded investment in mortgage loans that were considered impaired under SFAS 114, ACCOUNTING BY CREDITORS FOR IMPAIRMENT OF A LOAN, was $119.7 million and $86.5 million, respectively, with related allowances for credit losses of $12.7 million and $8.0 million, respectively. The average recorded investment in impaired loans during 1997 and 1996 was $103.1 million and $107.9 million, respectively. For the years ended December 31, 1997, 1996, and 1995, the Company recognized $9.7 million, $6.6 million, and $11.9 million, respectively, of interest income on those impaired loans, which included $9.9 million, $6.7 million, and $12.0 million, respectively, of interest income recognized using the cash basis method of income recognition. The Company has outstanding mortgage loan commitments as of December 31, 1997 totaling $284.6 million. During 1995, the Company entered into an agreement whereby approximately $109.8 million of mortgage loans were sold by the Company for securitization and resale by a financial institution as mortgage pass-through certificates. In conjunction with this transaction, the Company entered into futures positions to hedge against interest rate risk. The sale of these mortgage loans resulted in a net loss of approximately $.4 million. In addition, the close-out of the futures positions related to this transaction resulted in a net loss of approximately $6.4 million. DERIVATIVES The Company has a variety of reasons to use derivative instruments, such as to attempt to protect the Company against possible changes in the market value of its portfolio as a result of interest rate changes and to manage the portfolio's effective yield, maturity, and duration. The Company does not invest in derivatives for speculative purposes. Upon disposition, a realized gain or loss is recognized accordingly, except when exercising an option contract or taking delivery of a security underlying a futures contract. In these instances, the recognition of gain or loss is postponed until the disposal of the security underlying the option or futures contract. Summarized below are the specific types of derivative instruments used by the Company. INTEREST RATE SWAPS: The Company manages interest rate risk on certain contracts, primarily through the utilization of interest rate swaps. Under interest rate swaps, the Company agrees with counterparties to exchange, at specified intervals, the payments between floating and fixed-rate interest amounts calculated by reference to notional amounts. Net interest payments are recognized within net investment income in the consolidated statements of operations. At December 31, 1997, the Company had thirty outstanding interest rate swap agreements which expire at various dates through 2025. Under thirteen of the agreements, the Company receives a fixed rate ranging from 5.975 percent to 7.51 percent on a notional amount of $68.6 million and pays a floating rate based on London Interbank Offered Rate (LIBOR). Under the remaining seventeen outstanding interest rate swap agreements, the Company receives a floating rate based on LIBOR on a notional amount of $93 million and pays a fixed rate ranging from 6.495 percent to 8.562 percent. The estimated fair value of the agreements was a net loss of approximately $2.5 million which is not recognized in the accompanying consolidated balance sheet. At December 31, 1996, the Company had eight outstanding interest rate swap agreements which expire at various dates through 2025. Under six of the agreements, the Company receives a fixed rate ranging from 5.825 percent to 8.31 percent on a notional amount of $25.4 million and pays a floating rate based on LIBOR. Under the remaining two outstanding interest rate swap agreements, the Company receives a floating rate based on LIBOR on a notional amount of $15 million and pays a fixed rate ranging from 6.52 percent to 6.90 percent. The estimated fair value of the agreements was a net gain of approximately $0.3 million which is not recognized in the accompanying consolidated balance sheet. 134 CURRENCY SWAPS: Under foreign currency swaps, the Company agrees with other parties to exchange at specified intervals, the difference between two currencies on an exchange rate basis the interest amounts calculated by reference to an agreed notional principal amount. The Company uses this technique for foreign denominated assets to match dollar denominated liabilities of various fixed income products. Net interest payments are recognized within net investment income in the consolidated statements of operations. At December 31, 1997 and 1996, the Company had six and two outstanding currency swap agreements, respectively, which expire at various dates through 2026. The notional amount was $34.3 million and $13.9 million, respectively. The estimated fair value of the agreements was a net loss of $1.3 million and $2.3 million, respectively, which is not recognized in the accompanying consolidated balance sheet. FUTURES: A futures contract is an agreement involving the delivery of a particular asset on a specified future date at an agreed upon price. The Company generally invests in futures on U.S. Treasury Bonds, U.S. Treasury Notes, and the S&P 500 Index and typically closes the contract prior to the delivery date. These contracts are generally used to manage the portfolio's effective maturity and duration. 135 Futures contracts outstanding as of years ending 1997 and 1996 were as follows: ($ in thousands) NET (SOLD) PURCHASE NOTIONAL FAIR UNREALIZED POSITION AMOUNT VALUE GAIN(LOSS) December 31, 1997 (510) $51,000 60,940 ($907) December 31, 1996 50 12,500 14,653 404 OPTIONS: Currently, the Company buys both exchange-traded and over-the-counter options based on the S&P 500 Index to support equity indexed annuity policies. An equity indexed annuity is a product under which contractholders receive a minimum guaranteed value and also participate in stock market appreciation. Options are marked to market value quarterly. The change in value is reflected in investment income to assure proper matching of the hedge to changes in the liability. The amounts involved are not material. The Company is exposed to credit related risk in the event of nonperformance by counterparties to financial instruments but does not expect any counterparties to fail to meet their obligations. Where appropriate, master netting agreements are arranged and collateral is obtained in the form of rights to securities to lower the Company's exposure to credit risk. It is the Company's policy to deal only with highly rated companies. There are not any significant concentrations with counterparties. (4) FAIR VALUE OF FINANCIAL INSTRUMENTS The following table presents the carrying amounts and estimated fair values of the Company's financial instruments at December 31, 1997 and 1996. SFAS 107, DISCLOSURES ABOUT THE FAIR VALUE OF FINANCIAL INSTRUMENTS, defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties (in thousands): 1997 1996 Carrying Estimated Carrying Estimated Value Fair Value Value Fair Value Assets: Fixed maturities $ 9,115,519 9,115,519 6,758,309 6,758,309 Mortgage loans 2,140,262 2,333,895 2,273,627 2,354,072 Policy loans 2,073,152 2,073,152 1,917,861 1,917,861 Short-term investments 190,374 190,374 55,594 55,594 Other invested assets 243,921 243,921 183,612 183,628 Separate account assets 4,118,860 4,118,860 2,833,258 2,833,258 Liabilities: Policyholder account balances relating to investment contracts $ 6,696,690 6,608,068 6,281,967 6,190,919 Long term debt and notes payable 214,477 222,419 295,614 293,913 Separate account liabilities 4,112,666 4,112,666 2,810,907 2,810,907 (5) REINSURANCE The Company is a major reinsurer to the life and health industry. The effect of reinsurance on premiums and other considerations is as follows (in thousands): 1997 1996 1995 Direct $ 1,120,169 1,097,340 1,069,248 Assumed 996,861 827,171 700,152 Ceded (348,861) (301,283) (271,387) ----------- --------- --------- Net insurance premiums and other considerations $ 1,768,169 1,623,228 1,498,013 =========== ========= ========= Reinsurance assumed represents approximately $212.5 billion, $160.0 billion, and $157.9 billion, of insurance in force at December 31, 1997, 1996, and 1995, respectively. The amount of ceded insurance in force, including retrocession, was $50.4 billion, $53.2 billion, and $48.7 billion, for 1997, 1996, and 1995, respectively. 136 (6) FEDERAL INCOME TAXES Income tax expense (benefit) attributable to income from operations consists of the following (in thousands): 1997 1996 1995 Current income tax expense $ 65,778 45,902 115,769 Deferred income tax expense (benefit) (113) 13,992 29,411 ---------- ------- ------- Provision for income taxes $ 65,665 59,894 145,180 ========== ======= ======= Income tax expense attributable to income from operations differed from the amounts computed by applying the U.S. federal income tax rate of 35 percent to pre-tax income as a result of the following (in thousands): 1997 1996 1995 Computed "expected" tax expense $ 64,763 57,055 135,353 Increase (decrease) in income tax resulting from: Surplus tax on mutual life insurance companies 5,325 4,777 - Foreign tax rate in excess of U.S. tax rate 556 941 763 Tax preferred investment income (6,583) (7,318) (5,784) State tax net of federal benefit 830 971 292 GAAP/tax basis difference on GenCare sale - - 15,710 Foreign tax credit (594) - - Goodwill amortization 956 895 567 Difference in book vs. tax basis in domestic subsidiaries 2,166 2,230 1,547 Other, net (1,754) 343 (3,268) ---------- ------- ------- Provision for income taxes $ 65,665 59,894 145,180 ========== ======= ======= Total income taxes were allocated as follows: 1997 1996 1995 Provision for income taxes $ 65,665 59,894 145,180 Income tax from stockholder equity: Unrealized holding gain or loss on debt and equity securities recognized for financial reporting purposes 55,923 (24,612) 99,871 Foreign currency translation (12,122) - - Other (437) (1,023) - ---------- ------- ------- Total income tax $ 109,029 34,259 245,051 ========== ======= ======= The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities at December 31, 1997 and 1996 are presented below (in thousands): 1997 1996 Deferred tax assets: Reserve for future policy benefits $ 149,496 138,848 Deferred acquisition costs capitalized for tax 110,418 95,332 Difference in basis of post retirement benefits 6,846 13,993 Net operating loss 40,915 22,789 Other, net 132,354 106,263 ---------- ------- Gross deferred tax assets 442,029 377,225 Less valuation allowance 1,150 1,299 ---------- ------- Total deferred tax asset after valuation allowance $ 438,879 375,926 ========== ======= 1997 1996 Deferred tax liabilities: Unrealized gain on investments $ 78,420 63,204 Deferred acquisition costs capitalized for financial reporting 282,714 246,858 Difference in the tax basis of cash and invested assets 45,551 19,222 Other, net 121,240 89,919 ---------- ------- Total deferred tax liabilities 527,925 419,203 ---------- ------- Net deferred tax liability $ 89,046 43,277 ========== ======= 137 The Company has not recognized a deferred tax liability for the undistributed earnings of its wholly owned foreign subsidiaries because the Company currently does not expect those unremitted earnings to become taxable to the Company in the foreseeable future. This is because the unremitted earnings will not be repatriated in the foreseeable future, or because those unremitted earnings that may be repatriated will not be taxable through the application of tax planning strategies that management would utilize. As of December 31, 1997, the Company has provided for a 100 percent valuation allowance against the deferred tax asset related to the net operating losses of RGA's Australian, Argentine, and UK subsidiaries and Genelco's Spanish and Mexican subsidiaries. The Company has provided for a 50 percent valuation allowance against the deferred tax asset related to International Underwriting Services' net operating losses which were incurred in separate return limitation years. Based on income projections for future years, a 50 percent valuation allowance is appropriate. At December 31, 1997, the Company had capital loss carryforwards of $.8 million. During 1997, 1996, and 1995 the Company paid income taxes totaling approximately $70.8 million, $20.7 million, and $121.7 million, respectively. At December 31, 1997, the Company's subsidiaries had recognized deferred tax assets associated with net operating loss carryforwards of approximately $115.7 million. The net operating loss and capital losses are expected to be utilized during the period allowed for carryforwards. (7) DEFERRED POLICY ACQUISITION COSTS A summary of the policy acquisition costs deferred and amortized is as follows (in thousands): 1997 1996 1995 Balance at beginning of year $ 652,251 526,939 664,452 Transfer of present value of future profits 19,279 - - Policy acquisition costs deferred 267,008 206,790 163,218 Policy acquisition costs amortized (211,979) (182,038) (176,216) Interest credited 40,843 38,944 37,405 Deferred policy acquisition costs relating to change in unrealized (gain) loss on investments available for sale (72,149) 61,616 (161,920) ---------- ------- -------- Balance at end of year $ 695,253 652,251 526,939 ========== ======= ======== (8) ASSOCIATE BENEFIT PLANS AND POSTRETIREMENT BENEFITS The Company has a defined benefit plan covering substantially all associates. The benefits are based on years of service and each associate's compensation level. The Company's funding policy is to contribute annually the maximum amount deductible for federal income tax purposes. Contributions provide for benefits attributed to service to date and for those expected to be earned in the future. The Company also has several non-qualified, defined benefit, and defined contribution plans for directors and management associates. The plans are unfunded and are deductible for federal income tax purposes when the benefits are paid. Net periodic defined benefit plan costs consist of the following (in thousands): 1997 1996 1995 Service cost $ 5,915 5,421 4,074 Interest 8,597 8,047 7,160 Return on plan assets (29,043) (14,207) (27,984) Amortization and deferral 18,637 4,646 19,841 Other - 192 - ---------- --------- --------- Pension costs $ 4,106 4,099 3,091 ========== ========= ========= 138 The following table presents the plans' funded status and amount recognized in the Company's consolidated balance sheets at December 31, 1997 and 1996 based on the actuarial valuations as of December 31, 1997 and 1996 (in thousands): 1997 1996 Qualified Other Qualified Other Plans Plans Plans Plans Actuarial present value of benefit obligations: Accumulated benefit obligation, including vested benefits of $79,995 and $19,057 for 1997 and $74,223 and $18,560 for 1996 82,758 27,965 76,928 26,897 --------- ------ --------- ------ Projected benefit obligation for service rendered to date 97,662 32,168 92,825 29,726 Plan assets at fair value primarily listed stocks and bonds 133,477 128,545 Plan assets in excess (less than) projected benefit obligations 35,815 (32,168) 35,720 (29,726) Unrecognized net transition obligation at December 31 4,021 2,701 Pension cost funded in advance $ 35,815 35,720 ========= ======= Accrued pension liability (28,147) (27,025) ======== ======== Assumptions used for the December 31, 1997 and 1996 projected benefit obligation included a 7.25 percent current discount rate, a same age-based salary scale and 4.50 percent increase rate, respectively, for future compensation levels, and a 9.25 percent projected return on plan assets. The Board of Directors has adopted an associate incentive plan applicable to full-time salaried associates with at least one year of service. Contributions to the plan are determined annually by the Board of Directors and are based upon salaries of eligible associates. Full vesting occurs after five years of continuous service. The Company's contribution to the plan was $10.4 million, $8.8 million, and $9.2 million for 1997, 1996, and 1995, respectively In addition to pension benefits, the Company provides certain health care and life insurance benefits for retired employees. Substantially all employees may become eligible for these benefits if they reach retirement age while working for the Company. Alternatively, retirees may elect certain prepaid health care benefit plans. The Company uses the accrual method to account for the costs of its retiree benefit plans and amortizes its transition obligation for retirees and fully eligible or vested employees over 20 years. The unamortized transition obligation was $16.8 million and $17.8 million at December 31, 1997 and 1996, respectively. Net postretirement benefit costs for the years ended December 31, 1997, 1996, and 1995 were $5.1 million, $5.8 million, and $5.4 million, respectively, and include the expected cost of such benefits for newly eligible or vested employees, interest cost, gains and losses arising from difference between actuarial assumptions and actual experience, and amortization of the transition obligation. The liability for the Company as of December 31, 1997 and $27.8 million and $25.6 million, respectively. Assumptions used were as follows: 1997 1996 Discount rate in determining benefit obligations 7.25% 7.25% Healthcare cost trend First year: Indemnity plan 8.0% 9.0% HMO plan 8.0% 8.0% Dental plan 8.0% 9.0% Ultimate 5.00% 5.25% The health care cost trend rate assumption has a significant effect on the amount reported. To illustrate, increasing the assumed health care cost trend rates by one percentage point in each year would increase the accumulated postretirement benefit obligation as of December 31, 1997 by $4.7 million or 12.5 percent. The aggregate of the service cost and interest cost components of net periodic postretirement benefit cost for 1997 would increase by $.6 million or 15.5 percent. 139 (9) DEBT The Company's long-term debt and notes payable consists of the following ($ in millions): Face value at December 31, Description Rate Maturity 1997 1996 Long-term debt: General American surplus note 7.625% January 2024 $107.0 $107.0 RGA senior note 7.250% April 2006 100.0 100.0 Notes payable General American 5.555% March 1997 - 80.5 RGA Australia Hldgs. 5.460% April 1998 7.8 7.6 ------ ------ Total long-term debt and notes payable $214.8 $295.1 ====== ====== The difference between the face value of debt and the carrying value per the consolidated balance sheets is unamortized discount. General American's surplus note pays interest on January 15 and July 15 of each year. The note is not subject to redemption prior to maturity. Payment of principal and interest on the note may be made only with the approval of the Missouri Director of Insurance. The RGA senior note pays interest semiannually on April 1 and October 1. The ability of RGA to make debt principal and interest payments as well as make dividend payments to shareholders is ultimately dependent on the earnings and surplus of its subsidiaries and the investment earnings on the undeployed debt proceeds. The transfer of funds from the insurance subsidiaries to Reinsurance Group of America, Incorporated is subject to applicable insurance laws and regulations. The General American note payable was retired during December of 1997. The RGA Australian note had drawdowns for the respective years of $2.0 million in January 1997, $5.6 million in January 1996, and $2.0 million in July 1996. Principal repayments are due in April 1998 and are expected to be renewed under the terms of the line of credit. This agreement contains various restrictive covenants which primarily pertain to limitations on the quality and types of investments, minimum requirements of net worth, and minimum rating requirements. Interest paid on debt during 1997, 1996, and 1995 amounted to $20.0 million, $19.9 million, and $9.0 million, respectively. As of December 31, 1997, the Company was in compliance with all covenants under its debt agreements. (10) REGULATORY MATTERS The Company and its insurance subsidiaries are subject to financial statement filing requirements in their respective state of domicile, as well as the states in which they transact business. Such financial statements, generally referred to as statutory financial statements, are prepared on a basis of accounting which varies in some respects from GAAP. Statutory accounting practices include: (1) charging of policy acquisition costs to income as incurred; (2) establishment of a liability for future policy benefits computed using required valuation standards; (3) nonprovision of deferred federal income taxes resulting from temporary differences between financial reporting and tax bases of assets and liabilities; (4) recognition of statutory liabilities for asset impairments and yield stabilization on fixed maturity dispositions prior to maturity with asset valuation reserves based on a statutorily determined formulas; and (5) valuation of investments in bonds at amortized cost. Net income and policyholders' surplus of the Company for the years ended December 31, 1997, 1996, and 1995, as determined in accordance with statutory accounting practices, are as follows (in thousands): 1997 1996 1995 Net income $ 39,737 18,464 236,962 Policyholders' surplus 844,110 636,260 589,783 Under Risk-Based Capital (RBC) requirements, General American and its insurance subsidiaries are required to measure its solvency against certain parameters. As of December 31, 1997, the Company and its insurance subsidiaries exceeded the established RBC minimums. In addition, the Company and its insurance subsidiaries exceeded the minimum statutory capital and surplus requirements of their respective states of domicile. The Company and its insurance subsidiaries are subject to limitations on the payment of dividends. Generally, dividends during any year may not be paid without prior regulatory approval, in excess of the lessor of (and with respect to life and health subsidiaries in Missouri, in excess of the greater of): (a) 10 percent of the statutory surplus as of the preceding December 31 or (b) the statutory gain from operations for the preceding year. 140 (11) LEASE COMMITMENTS The Company has entered into operating leases for office space and other assets, principally office furniture and equipment. Future minimum lease obligations under noncancelable leases are summarized as follows (in thousands): Year ended December 31: 1998 $ 17,583 1999 15,510 2000 12,621 2001 8,680 2002 6,276 Thereafter 3,107 Operating lease expense totaled $16.4 million, $17.0 million, and $11.6 million in 1997, 1996, and 1995, respectively (12) PARTICIPATING POLICIES AND DIVIDENDS TO POLICYHOLDERS Over 27.5 percent and 31.2 percent of the Company's business in force relates to participating policies as of December 31, 1997 and 1996, respectively. These participating policies allow the policyholders to receive dividends based on actual interest, mortality, and expense experience for the related policies. These dividends are distributed to the policyholders through an annual dividend, using current dividend scales which are approved by the Board of Directors. (13) CONTINGENT LIABILITIES From time to time, the Company is subject to litigation related to its insurance business and to employment related matters in the normal course of business. Management does not believe that the Company is party to any such pending litigation which would have a material adverse effect on its financial position or future operations. 141 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN SCHEDULE OF INVESTMENTS DECEMBER 31, 1997 No. of Shares Market Value ------------- ------------ S & P 500 Index Fund General American Capital Company<F*> 522,436 $20,581,893 Money Market Fund General American Capital Company<F*> 471,869 8,600,564 Bond Index Fund General American Capital Company<F*> 148,761 3,450,248 Managed Equity Fund General American Capital Company<F*> 135,951 4,241,762 Asset Allocation Fund General American Capital Company<F*> 329,020 10,482,605 International Index Fund<F**> General American Capital Company<F*> 474,049 7,866,879 Mid-Cap Equity Fund<F***> General American Capital Company<F*> 282,331 6,232,329 Small-Cap Equity Fund General American Capital Company<F*> 23,695 1,143,813 Equity-Income Fund Variable Insurance Products Fund 700,210 17,001,106 Growth Fund Variable Insurance Products Fund 599,398 22,237,647 Overseas Fund Variable Insurance Products Fund 425,780 8,174,972 Asset Manager Fund Variable Insurance Products Fund II 32,084 577,825 High Income Fund Variable Insurance Products Fund 160,163 2,175,014 Worldwide Hard Assets Fund<F****> Van Eck Worldwide Insurance Trust 17,172 269,764 Multi-Style Equity Fund Russell Insurance Funds 198,618 2,538,339 Core Bond Fund Russell Insurance Funds 110,396 1,153,638 Aggressive Equity Fund Russell Insurance Funds 99,947 1,344,291 Non-US Fund Russell Insurance Funds 78,061 782,951 <FN> <F*> These funds use consent dividending. See Note 2C. <F**> This fund was formerly known as the International Equity Fund. <F***> This fund was formerly known as the Special Equity Fund. <F****>This fund was formerly known as the Gold & Natural Resources Fund. See accompanying notes to the financial statements. 142 LEGAL COUNSEL Stephen E. Roth Sutherland, Asbill & Brennan, Washington, D.C. INDEPENDENT AUDITORS KPMG Peat Marwick LLP If distributed to prospective investors, this report must be preceded or accompanied by a current prospectus. The prospectus is incomplete without reference to the financial data contained in the annual report. 143 PART II UNDERTAKING TO FILE REPORTS Subject to the terms and conditions of Section 15(d) of the Securities and Exchange Act of 1934, the undersigned registrant hereby undertakes to file with the Securities and Exchange Commission such supplementary and periodic information, documents, and reports as may be prescribed by any rule or regulation of the Commission heretofore, or hereafter duly adopted pursuant to authority conferred in that section. RULE 484 UNDERTAKING Section 351.355 of the Missouri General and Business Corporation Law, in brief, allows a corporation to indemnify any person who is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, against expenses, including attorneys' fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation. When any person was or is a party or is threatened to be made a party in an action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the Fact that he is or was a director, officer, employee, or agent of the corporation, indemnification may be paid unless such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation. In the event of such a determination indemnification is allowed if a court determines that the person is fairly and reasonably entitled to indemnity. A corporation has the power to give any further indemnity to any person who is or was a director, officer, employee, or agent, provided for in the articles of incorporation or as authorized by any by-law which has been adopted by vote of the shareholders, provided that no such indemnity shall indemnify any person's conduct which was finally adjudged to have been knowingly fraudulent, deliberately dishonest, or willful misconduct. In accordance with Missouri law, General American's Board of Directors, at its meeting on 19 November 1987, and the policyholders of General American at the annual meeting held on 26 January 1988, adopted the following resolutions: "BE IT RESOLVED THAT II-1 144 1. The company shall indemnify any person who is, or was a director, officer, or employee of the company, or is or was serving at the request of the company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any and all expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement, actually and reasonably incurred by him or her in connection with any civil, criminal, administrative, or investigative action, proceeding, or claim (including an action by or in the right of the company), by reason of the fact that he or she was serving in such capacity if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the company; provided that such person's conduct is not finally adjudged to have been knowingly fraudulent, deliberately dishonest, or willful misconduct. 2. The indemnification provided herein shall not be deemed exclusive of any other rights to which a director, officer, or employee may be entitled under any agreement, vote of policyholders or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity which holding such office, and shall continue as to a person who has ceased to be a director, officer, or employee and shall inure to the benefit of the heirs, executors and administrators of such a person." Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-2 145 REPRESENTATION PURSUANT TO RULE 6e-3(T) This filing is made pursuant to Rule 6e-3(T) under the Investment Company Act of 1940 REPRESENTATIONS PURSUANT TO SECTION 26(E), 1940 ACT The fees and charges deducted under the Policies described in the Prospectus are, in the aggregate, reasonable in relation to the services rendered, the expenses expected, and the risks assumed by General American. II-3 146 CONTENTS OF REGISTRATION STATEMENT This Registration Statement comprises the following Papers and Documents: The facing sheet Variable Universal Life 98 Prospectus, consisting of 60 pages The undertaking to file reports required by Section 15 (d), 1934 Act The undertaking pursuant to Rule 484, 1933 Act Representation pursuant to Rule 6e-3(T) Representations pursuant to Section 26(e), 1940 Act. The signatures. 1. The following exhibits (which correspond in number to the numbers under paragraph A of the instructions for exhibits to Form N-8B-2): (1) Resolution of the Board of Directors of General American authorizing establishment of the Separate Account<F1> (2) Not applicable (3) (a) Principal Underwriting Agreement<F1> (b) Proposed form of Selling Agreement<F1> (c) Commission Schedule<F1> (4) Not applicable (5) Form of Variable Universal Life 98 Policy (a) Flexible Premium Variable Life Insurance, Participating (b) Flexible Premium Variable Life Insurance, Non-Participating (c) Pension Flexible Premium Variable Life Insurance, Participating (d) Pension Flexible Premium Variable Life Insurance, Non-Participating II-4 147 (6) (a) Amended Charter and Articles of Incorporation of General American<F2> (b) Amended and Restated By-Laws of General American<F2> (7) Not applicable (8) (a) Form of Participation Agreement to Purchase Shares of General American Capital Company (b) Amended & Restated Participation Agreement Among Variable Insurance Products II with Fidelity Distributors Corporation (c) Form of Fund Participation Agreement with J.P. Morgan Series Trust II (d) Form of Fund Participation Agreement with VanEck Worldwide Insurance Trust (e) Form of Shareholder Services Agreement with American Century Variable Portfolios (f) Form of Participation Agreement with Russell Insurance Funds (9) Not applicable (10) (a) Form of Application (i) Application for Life Insurance including Supplements, Receipts, and Certificate (ii) Application for Pension Insurance (iii) Application for Insurance (Simplified Issue) (iv) Guaranteed Issue Application 2. Memorandum describing General American's issuance, transfer, and redemption procedures for the Policies and General American's procedure for conversion to a fixed benefit policy.<F2> 3. The following exhibits are numbered to correspond to the numbers in the instructions as to exhibits for Form S-6. (1) See above (2) Opinion of Matthew P. McCauley, Associate General Counsel of General American<F2> II-5 148 (3) No financial statements will be omitted from the Prospectuses pursuant to prospectus instructions 1(b) or (c) (4) Not applicable 4. Opinion and Consent of Susan M. Benjamin, FSA, MAAA<F2> 5. The consent of KPMG Peat Marwick LLP, Independent Certified Public Accountants [FN] - -------------------- <F1> Incorporated by reference to the Registration Statement, File No. 33-48550. <F2> Incorporated by reference to the Initial Registration Statement, File 333-53477 (filed 22 May 1998). II-6 149 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, General American Life Insurance Company and General American Separate Account Eleven certify that this Registration Statement meets all of the requirements for effectiveness pursuant to Rule 481 under the Securities Act of 1933, and they have duly caused this Registration Statement to be signed on their behalf by the undersigned thereunto duly authorized, and the seal of General American Life Insurance Company to be hereunto affixed and attested, all in the City of St. Louis, State of Missouri, on the 31st day of July 1998. GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN (Registrant) (Seal) BY: GENERAL AMERICAN LIFE INSURANCE COMPANY (for Registrant and as Depositor) Attest: By: ------------------------- ------------------------------ Robert J. Banstetter, Sr. Richard A. Liddy Secretary President General American Life Insurance Company II-7 150 Pursuant to the requirements of the Securities Act of 1933, this amended Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date - --------- ----- ---- - ------------------------------ Chairman, President 7/31/98 Richard A. Liddy (Principal Executive Officer) - ------------------------------ Vice President 7/31/98 John W. Barber Controller (Principal Accounting Officer) - ------------------------------ August A. Busch, III<F*> Director - ------------------------------ William E. Cornelius<F*> Director - ------------------------------ John C. Danforth<F*> Director - ------------------------------ Bernard A. Edison<F*> Director - ------------------------------ Richard A. Liddy Director 7/31/98 - ------------------------------ William E. Maritz<F*> Director - ------------------------------ Craig D. Schnuck<F*> Director II-8 151 Signature Title Date - --------- ----- ---- - ------------------------------ William P. Stiritz<F*> Director - ------------------------------ Andrew C. Taylor<F*> Director - ------------------------------ H. Edwin Trusheim<F*> Director - ------------------------------ Robert L. Virgil, Jr.<F*> Director - ------------------------------ Virginia V. Weldon<F*> Director - ------------------------------ Ted C. Wetterau<F*> Director By ------------------------------ Matthew P. McCauley <FN> <F*> An original power of attorney authorizing Matthew P. McCauley to sign this Registration Statement and Amendments thereto on behalf of the Board of Directors of General American Life Insurance Company is on file with the Securities and Exchange Commission in File 33-48550. II-9 152 INDEX TO EXHIBITS Source Exhibit or Page Number Description Number - ------- ----------- ------- 1. (5) Form of Variable Universal Life 98 Policy (a) Flexible Premium Variable Life Insurance, Participating (b) Flexible Premium Variable Life Insurance, Non-Participating (c) Pension Flexible Premium Variable Life Insurance, Participating (d) Pension Flexible Premium Variable Life Insurance, Non-Participating (8) (a) Form of Participation Agreement to Purchase Shares of General American Capital Company (b) Amended & Restated Participation Agreement Among Variable Insurance Products Fund II with Fidelity Distributors Corporation (c) Form of Fund Participation Agreement with J.P. Morgan Series Trust II (d) Form of Fund Participation Agreement with VanEck Worldwide Insurance Trust (e) Form of Shareholder Services Agreement with American Century Variable Portfolios (f) Form of Participation Agreement with Russell Insurance Funds (10) (a) Form of Application (i) Application for Life Insurance including Supplements, Receipts, and Certificate (ii) Application for Pension Insurance (iii) Application for Insurance (Simplified Issue) (iv) Guaranteed Issue Application 5. The consent of KPMG Peat Marwick LLP, Independent Certified Public Accountants