LIFE OF VIRGINIA SEPARATE ACCOUNT 4, N-4 EL, 1997-02-04

LIFE OF VIRGINIA SEPARATE ACCOUNT 4
N-4 EL, 1997-02-04

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As filed with the Securities and Exchange Commission
on January 31, 1997.

File No. 333-_____
File No. 811-5343

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-4

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

For Registration Under the Investment Company Act of 1940 X
Amendment No. 13

Life of Virginia Separate Account 4
(Exact Name of Registrant)

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

John J. Palmer,
Senior Vice President
The Life Insurance Company of Virginia
6610 W. Broad Street
Richmond, Virginia 23230
(Name and address of Agent for Service)

Copy to:
Stephen E. Roth, Esquire
Sutherland, Asbill & Brennan
1275 Pennsylvania Avenue, N.W.
Washington, D.C. 20004-2404

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

Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the Registrant
has elected to register an indefinite amount of securities being offered.

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 this registration statement shall
thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933 or until the registration statement shall become effective on such
date as the Commission, acting pursuant to Section 8(a), shall determine.

<PAGE>

Cross Reference Sheet
Pursuant to Rule 481

Showing Location in Part A (Prospectus) and Part B (Statement of Additional
Information) of Registration Statement of Information Required by Form N-4
<TABLE>
<CAPTION>

PART A
<S> <C>

Item of Form N-4........................................................................Prospectus Caption
1. Cover Page...............................................................................Cover Page
2. Definitions.............................................................................Definitions
3. Synopsis ............................................................................... Fee Table
4. Condensed Financial Information...............................................Financial Information
5. General
(a) Depositor........................................The Life Insurance Company of Virginia
(b) Registrant....................................................................Account 4
(c) Portfolio Company.............................................................The Funds
(d) Fund Prospectus...............................................................The Funds
(e) Voting Rights.................................................Voting Rights and Reports
(f) Administrators......................................................................N/A
6. Deductions and Expenses
(a) General..........................................................Charges and Deductions
(b) Sales Load %..............................................................Sales Charges
(c) Special Purchase Plan............................................Charges and Deductions
(d) Commissions................................................Distribution of the Policies
(e) Expenses-Registrant...........................................Charges Against Account 4
(f) Fund Expenses..................................................The Funds; Other Charges
(g) Organizational Expenses.............................................................N/A
7. Contracts
(a) Persons with Rights........................................The Policy; Income Payments;
...................................Policy Distributions Upon Death; General Provisions;
..............................................................Voting Rights and Reports
(b) (i)Allocation of Purchase Payments...................Allocation of Net Premium Payments
(ii)Transfers................................................................The Policy
(iii)Exchanges......................................................................N/A
(c) Changes...........................Additions, Deletions or Substitutions of Investments;
...................................................................Changes by the Owner
(d) Inquiries..............................................Cover page; (SAI) Written Notice
8. Annuity Period...............................................Income Payments; Transfers
9. Death Benefit.............................Policy Distributions Upon Death; Payment Under the 000000Policy
10. Purchases and Contract Value
(a) Purchases............Purchasing the Policies; Restrictions on Issuing Certain Policies;
..................................................Variable Income Payments; Definitions
(b) Valuation.........................................Variable Income Payments; Definitions
(c) Daily Calculation.................................Variable Income Payments; Definitions
(d) Underwriter................................................Distribution of the Policies
11. Redemptions
(a) - By Owners.........................................................................N/A
- By Annuitant.............................................................................N/A
(b) Texas ORP...........................................................................N/A
(c) Check Delay........................................................ . . . . . . . . N/A
(d) Lapse...............................................................................N/A
(e) Free Look.............................Examination of Policy (Right to Cancel Provision)

<PAGE>

12. Taxes...........................................................................Federal Tax Matters
13. Legal Proceedings.................................................................Legal Proceedings
14. Table of Contents for the Statement of
Additional Information........................Statement of Additional Information Table of Contents

PART B

Item of Form N-4............................................................................Part B Caption
15. Cover Page...............................................................................Cover Page
16. Table of Contents.................................................................Table of Contents
17. General Information and History..............................The Life Insurance Company of Virginia
18. Services
(a) Fees and Expenses of Registrant.....................................................N/A
(b) Management Contracts................................................................N/A
(c) Custodian...................................................................... . . N/A
Independent Public Accountant..........................................................Experts
(d) Assets of Registrant................................................................N/A
(e) Affiliated Persons..................................................................N/A
(f) Principal Underwriter...............................................................N/A
19. Purchase of Securities Being Offered.....................(Prospectus) Distribution of the Policies;
.............................................................. . . . .Distribution of the Policies
Offering Sales Load.......................................................(Prospectus) Sales Charge
20. Underwriters.............................................(Prospectus) Distribution of the Policies;
.......................................................................Distribution of the Policies
21. Calculation of Performance Data.................................................................N/A
22. Annuity Payments................................(Prospectus) Income Payments; (Prospectus) Appendix
23. Financial Statements...........................................................Financial Statements

PART C -- OTHER INFORMATION

Item of Form N-4............................................................................Part C Caption
24. Financial Statements and Exhibits.................................Financial Statements and Exhibits
(a) Financial Statements..........................................(a) Financial Statements
(b) Exhibits..................................................................(b) Exhibits
25. Directors and Officers of the Depositor...................................Directors and Officers of
...................................................................................Life of Virginia
26. Persons Controlled By or Under Common Control with the
Depositor or Registrant.........................Persons Controlled By or In Common Control with the
............................................................................Depositor or Registrant
27. Number of Contractowners.....................................................Number of Policyowners
28. Indemnification.....................................................................Indemnification
29. Principal Underwriters.......................................................Principal Underwriters
30. Location of Accounts and Records...................................Location of Accounts and Records
31. Management Services.............................................................Management Services
32. Undertakings...........................................................................Undertakings
Signature Page...........................................................................Signatures

</TABLE>

<PAGE>

LIFE OF VIRGINIA SEPARATE ACCOUNT 4

PROSPECTUS FOR THE
SINGLE PREMIUM VARIABLE IMMEDIATE ANNUITY POLICY
FORM P1711 1/97

Offered by

THE LIFE INSURANCE COMPANY OF
VIRGINIA 6610 West Broad Street,
Richmond, Virginia 23230
(804) 281-6000

This Prospectus describes the above-named individual single premium variable
immediate annuity policy ("Policy") issued by The Life Insurance Company of
Virginia ("Life of Virginia"). The Policy provides for the payment of income for
retirement or other long-term purposes. The Policy may be used in connection
with retirement plans, some of which may qualify for favorable federal income
tax treatment under the Internal Revenue Code.

The portion of the Net Premium Payment allocated to provide Variable Income
Payments is placed in Life of Virginia Separate Account 4 ("Account 4"). The
Owner allocates that portion of the Net Premium Payment among selected
Investment Subdivision(s) of Account 4. Each Investment Subdivision of Account 4
will invest solely in a designated investment portfolio ("Fund") that is part of
a series-type investment company. Currently, there are seven such Funds with 27
portfolios available under this Policy. The Funds and their currently available
portfolios are on the following page.

This Prospectus must be read along with the current
prospectuses for the Funds.

This Prospectus sets forth the basic information that a prospective investor
should know before investing. A Statement of Additional Information containing
more detailed information about the Policies and Account 4 is available free by
writing Life of Virginia at the address above or by calling (800) 352-9910. The
Statement of Additional Information, which has the same date as this Prospectus,
has been filed with the Securities and Exchange Commission and is incorporated
herein by reference. The Table of Contents of the Statement of Additional
Information is included at the end of this Prospectus.

Please Read This Prospectus Carefully And Retain It For Future Reference

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.

SHARES IN THE FUNDS AND INTERESTS IN THE POLICIES ARE NOT
DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED
BY, A BANK, AND THE SHARES AND INTERESTS ARE NOT
FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD,
OR ANY OTHER AGENCY.

The Date of This Prospectus Is ___________.

<PAGE>

Fidelity Variable Insurance Products Fund:
Equity-Income Portfolio, Growth Portfolio and Overseas Portfolio

Fidelity Variable Insurance Products Fund II:
Asset Manager Portfolio and Contrafund Portfolio

Life of Virginia Series Fund, Inc.: Money Market Portfolio, Government
Securities Portfolio, Common Stock Index Portfolio, Total Return Portfolio,
International Equity Portfolio and Real Estate Securities Portfolio

Oppenheimer Variable Account Funds: Oppenheimer High Income Fund, Oppenheimer
Bond Fund, Oppenheimer Capital Appreciation Fund, Oppenheimer Growth Fund and
Oppenheimer Multiple Strategies Fund

Janus Aspen Series: Growth Portfolio, Aggressive Growth Portfolio, Worldwide
Growth Portfolio, International Growth Portfolio, Balanced Portfolio, and
Flexible Income Portfolio

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

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

<PAGE>

TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
Page
Definitions..................................................................................................................4
Fee Table....................................................................................................................6
Summary.....................................................................................................................10
Financial Information.......................................................................................................11
The Life Insurance Company of Virginia and Life of Virginia Separate Account 4..............................................11
The Life Insurance Company of Virginia....................................................................................11
Account 4.................................................................................................................11
Additions, Deletions, or Substitutions of Investments.....................................................................12
The Funds...................................................................................................................12
Variable Insurance Products Fund..........................................................................................12
Variable Insurance Products Fund II.......................................................................................13
Life of Virginia Series Fund, Inc.........................................................................................13
Oppenheimer Variable Account Funds........................................................................................13
Janus Aspen Series........................................................................................................14
Federated Insurance Series................................................................................................14
The Alger American Fund...................................................................................................15
Resolving Material Conflicts..............................................................................................15
The Policy..................................................................................................................16
Purchasing the Policies...................................................................................................16
Restriction on Issuing Certain Policies...................................................................................16
Allocation of Net Premium Payments........................................................................................16
Transfers.................................................................................................................17
Telephone Transfers.......................................................................................................17
Automatic Transfers.......................................................................................................17
Powers of Attorney........................................................................................................18
Examination of Policy (Right to Cancel Provision).........................................................................18
Income Payments.............................................................................................................18
General...................................................................................................................18
Determination of Income Payments..........................................................................................19
Income Payment Plans......................................................................................................19
Income Payment Dates......................................................................................................20
Policy Distributions upon Death.............................................................................................21
Death Provisions..........................................................................................................21
Charges and Deductions......................................................................................................21
Charges Against Account 4.................................................................................................21
Policy Fee................................................................................................................21
Sales Charge..............................................................................................................22
Premium Taxes.............................................................................................................22
Other Taxes...............................................................................................................22
Other Charges.............................................................................................................22
Federal Tax Matters.........................................................................................................22
Introduction..............................................................................................................22
Non-Qualified Policies....................................................................................................22
Qualified Policies........................................................................................................24
Federal Income Tax Withholding............................................................................................25
General Provisions..........................................................................................................25
The Owner.................................................................................................................25
The Annuitant.............................................................................................................25
The Beneficiary...........................................................................................................25
Changes by the Owner......................................................................................................25
Evidence of Death, Age, Sex or Survival...................................................................................26
Payment Under The Policies................................................................................................26
Distribution of the Policies................................................................................................26
Voting Rights and Reports...................................................................................................26
Legal Proceedings...........................................................................................................27
Appendix....................................................................................................................28
Statement of Additional Information Table of Contents.......................................................................35
</TABLE>

<PAGE>

DEFINITIONS

Account 4 -- Life of Virginia Separate Account 4, a separate investment
account established by Life of Virginia to receive and invest premiums paid
under the Policies, and other variable annuity policies issued by Life of
Virginia.

Age -- The Age of the Annuitant(s) as of the Policy Date.

Annuitant -- The person named in the Policy whose Age and, where appropriate,
sex are used in determining the amount of the Income Payments. The Annuitant
receives the Income Payments if no Joint Annuitant is named in the Policy. If a
Joint Annuitant is named in the Policy, then the Annuitant receives the Income
Payments in conjunction with the Joint Annuitant. The Annuitant cannot be
changed.

Annuitant(s) -- The Annuitant and Joint Annuitant.

Annuity -- Benefits in the form of a series of Income Payments.

Annuity Commencement Date -- The date that is one Payment Period prior to the
date of the initial Income Payment (generally the Policy Date). However, it may
be deferred up to 60 days from the Policy Date provided the Owner(s) and the
Annuitant(s) are the same person(s). In the case of Joint Owners, Life of
Virginia additionally requires that one Owner must be the spouse of the other
Owner to elect a deferral of the Annuity Commencement Date.

Annuity Unit -- An accounting unit of measure used to calculate Variable
Income Payments.

Assumed Interest Rate - The interest rate chosen by the Owner and stated in
the Policy that is used in the calculation of Annuity Units and Unit Value. The
Assumed Interest Rate choices are limited to those rates available at the time
of election.

Beneficiary -- The person(s) to whom any Death Benefit will be paid and to
whom any Income Payments due after the death of the Final Annuitant will be
paid.

Cancellation Payment -- The amount that will be paid to the Owner if the
Policy is returned for a refund as provided in the Right To Cancel provision
shown on the Policy cover.

Code -- The Internal Revenue Code of 1986, as amended.

The Company -- The Life Insurance Company of Virginia. Also referred to as
Life of Virginia".

Death Benefit -- An amount paid to the Beneficiary if any Annuitant, any Joint
Annuitant, or any Owner dies prior to the Annuity Commencement Date. The Death
Benefit will equal the Single Premium paid for the Policy, less the dollar
amount of any Income Payments already made.

Due Date -- Date as of which Income Payments are scheduled to be paid based on
the date of the initial Income Payment and the Payment Period chosen by the
Owner.

Due Proof of Death --Proof of death that is satisfactory to Life of Virginia.
Such proof may consist of the following if acceptable to Life of Virginia:
(a) A certified copy of the death certificate; or
(b) A certified copy of the decree of a court of competent jurisdiction as to
the finding of death.

Final Annuitant -- The Annuitant if no Joint Annuitant is named in the Policy.
The surviving Annuitant if an Annuitant and a Joint Annuitant are named in the
Policy and one dies.

Fixed Income Payment -- The portion of the Income Payment that is supported by
the General Account and which does not vary in amount based on the investment
experience of Account 4.

Fund -- Any open-end management investment company or investment portfolio
thereof, or unit investment trust or series thereof, in which an Investment
Subdivision invests.

General Account -- Assets of the Company other than those allocated to Account
4 or any other separate account of the Company.

Guaranteed Period -- The Company will make Income Payments to the Annuitant(s)
or the Beneficiary for any minimum period

<PAGE>

shown in the Policy. This minimum period is the Guaranteed Period.

Home Office -- Company's offices at 6610 West Broad Street, Richmond, Virginia
23230.

Income Payment -- One of a series of periodic payments made by the Company to
the Annuitant(s). The Income Payment is the sum of any Fixed Income Payment and
any Variable Income Payment.

Income Payment Plan -- The plan shown in the Policy which along with the Age
and, where appropriate, sex of the Annuitant(s) determines the amount and
duration of benefits available under the Policy. The Income Payment Plan cannot
be changed.

Investment Subdivision -- Subdivision of Account 4, the assets of which are
invested exclusively in a corresponding Fund. All Investment Subdivisions may
not be available in all states.

IRA Policy -- An individual retirement annuity policy that receives favorable
tax treatment under Section 408 of the Code.

Joint Annuitant -- A person named in the Policy who receives Income Payments
along with the Annuitant. The Age and, where appropriate, sex of the Joint
Annuitant are used in combination with the Annuitant's Age and, where
appropriate, sex in determining the amount of the Income Payments. A Joint
Annuitant cannot be changed.

Joint Owner -- Joint Owners own the Policy equally. If one Joint Owner dies,
the surviving Joint Owner becomes the sole Owner of the Policy.

Net Asset Value Per Share -- Value per share of any Fund at the end of any
Valuation Period. The method of computing the Net Asset Value Per Share is
described in the Prospectus for the Fund.

Net Premium Factor -- Factor shown in the Policy which reflects a deduction
from the Single Premium and which is used in calculating the Net Premium
Payment.

Net Premium Payment -- Single Premium times the Net Premium Factor, less any
premium tax and any policy fee. The premium tax rate and any policy fee
applicable for each Policy are shown in the Policy.

Non-Qualified Policy -- Policies not sold or used in connection with
retirement plans receiving favorable tax treatment under the Code.

Owner -- The Owner (or Owners in the case of Joint Owners) is entitled to the
ownership rights stated in the Policy during the lifetime of the Annuitant(s).
The original Owner is named in the Policy.

Payment Period -- Period that indicates the frequency of Income Payments. At
the time the Policy is purchased, the Owner may choose from frequencies of
monthly, quarterly, semi-annually, and annually. The Payment Period chosen is
shown in the Policy.

Policy -- The variable annuity Policy issued by Life of Virginia and described
in this Prospectus. The term "Policy" or "Policies" includes the Policy
described in this Prospectus, any application, and any riders and endorsements.

Policy Anniversary -- Same date in each Policy year as the Policy Date.

Policy Date -- The date as of which the Company issues the Policy and as of
which the Policy becomes effective. The Policy Date is used to determine Policy
years and Policy Anniversaries. Generally, the date the Single Premium was
received and accepted by Life of Virginia at its Home Office.

Qualified Policy -- Policies used in connection with retirement plans which
receive favorable tax treatment under the Code.

Single Premium -- The amount paid to Life of Virginia by the Owner or on the
Owner's behalf as consideration for Income Payments provided by the Policy.

Survivor Income Payments -- Income Payments made by the Company to the Final
Annuitant if a Joint Annuitant is named in the Policy and the Annuitant or Joint
Annuitant dies. The amount and duration of Survivor Income Payments are
specified in the Policy.

Unit Value -- Unit of measure which is used to calculate the value of Annuity
Units for each Investment Subdivision.

Valuation Day -- For each Investment Subdivision, each day on which the New
York Stock Exchange is open for business except

<PAGE>

for days that the Investment Subdivision's corresponding Fund does not value
its shares.

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

Variable Income Payment -- The portion of the Income Payment that varies in
amount from one Income Payment to the next based on the investment experience of
one or more Investment Subdivisions.

Variable Payout Rate -- Factor shown in the Policy which reflects the Assumed
Interest Rate and the frequency and duration of Income Payments and which is
used to calculate the number of Annuity Units.

FEE TABLE

<TABLE>
<CAPTION>
<S> <C>
Owner Transaction Expenses:
Sales Charge on Premium Payments none
Maximum Contingent Deferred Sales Charge (as a percentage of premium payments) none
Other surrender fees none
Maximum Policy Fee $300.00
Annual Expenses:
(as a percentage of average net assets)
Mortality and expense risk charge 1.25%
Administrative Expense Charge .15%
Total Annual Expenses 1.40%
=====
Other Annual Expenses: none
</TABLE>

Variable Insurance Products Fund Annual Expenses
(as a % of average net assets)
<TABLE>
<CAPTION>

Equity-
Income Growth Overseas
Portfolio Portfolio Portfolio
<S> <C>
Management Fees . % . % . %
Other Expenses (after any expense reimbursement) . % . % . %
----- ----- -----
Total Fund Annual Expenses . % . % . %
===== ===== =====

</TABLE>

Variable Insurance Products Fund II Annual Expenses
(as a % of average net assets)
<TABLE>
<CAPTION>

Asset
Manager Contrafund
Portfolio Portfolio
<S> <C>
Management Fees . % . %
Other Expenses (after any expense reimbursement) . % . %
Total Fund Annual Expenses . % . %

</TABLE>

Life of Virginia Series Fund Annual Expenses
(as a % of average net assets)

<TABLE>
<CAPTION>
Common Real
Money Government Stock Total International Estate
Market Securities Index Return Equity Securities
Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio
<S> <C>
Management Fees (after fee waiver) . % . % . % . % . % . %
Other Expenses (after any expense reimbursements) . % . % . % . % . % . %
---- ---- ---- ---- ---- ----
Total Fund Annual Expenses . % . % . % . % . % . %
==== ==== ==== ==== ===== =====

</TABLE>

<PAGE>

GE Investments Incorporated ("GEIM"), the investment adviser to Life of
Virginia Series Fund, Inc. ("LOVSF"), has agreed to reimburse each of the
portfolios of LOVSF for any operating expenses in excess of certain limits
established for the portfolio. The total annual expenses for Money Market
Portfolio, Real Estate Securities Portfolio and International Equity Portfolio
shown in the table on page 8 of the Prospectus reflect such reimbursements.

GEIM has agreed to reimburse the International Equity Portfolio for expenses
in excess of 1.75% of the first $30 million of average daily net assets and
1.00% of such assets in excess of $30 million and to reimburse the Real Estate
Securities Portfolio for expenses in excess of 1.50% of the first $30 million of
average daily net assets and 1.00% of such assets in excess of $30 million. In
addition, GEIM has agreed until May 1, 1998, to reimburse these two portfolios
for expenses in excess of the following amounts: International Equity Portfolio,
1.50% of the first $30 million of average daily net assets; Real Estate
Securities Portfolio, 1.25% of the first $30 million of average daily net
assets. Although GEIM may end the voluntary reimbursements after May 1, 1998, it
currently has no intention of doing so. For additional information, see the
prospectus for LOVSF.

Oppenheimer Variable Account Funds Annual Expenses
(as a % of average net assets)
<TABLE>
<CAPTION>

Opp. Opp. Opp.
High Opp. Capital Multiple Opp.
Income Bond Appreciation Strategies Growth
Fund Fund Fund Fund Fund
<S> <C>
Management Fees . % . % . % . % . %
Other Expenses . % . % . % . % . %
---- ---- ---- ---- ----
Total Fund Annual Expenses . % . % . % . % . %
==== ==== ==== ==== ====

</TABLE>

Janus Aspen Series Annual Expenses
(as a % of average net assets)

Aggressive Worldwide International Flexible
Growth Growth Growth Growth Balanced Income
Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio
<S> <C>
Management Fees . % . % . % . % . % . %
Other Expenses (after any expense reimbursements) . % . % . % . % . % . %
---- ---- ---- ----- ---- ----
Total Fund Annual Expenses . % . % . % . % . % . %
==== ==== ==== ===== ===== =====

</TABLE>

Federated Insurance Series Annual Expenses
(as a % of average net assets)
<TABLE>
<CAPTION>

Federated
Federated Federated American
Utility High Income Leaders
Fund II Bond Fund II Fund II
<S> <C>
Management Fees (after fee waiver) . % . % . %
Other Expenses (after any expense reimbursement) . % . % . %
----- ----- ----
Total Fund Annual Expenses . % . % . %
===== ===== ====

</TABLE>

<PAGE>

The Alger American Fund Annual Expenses
(as a % of average net assets)
<TABLE>
<CAPTION>

AA Growth AA Small Capitalization
Portfolio Portfolio
<S> <C>
Management Fees . % . %
Other Expenses . % . %
Total Expenses . % . %

</TABLE>

The purpose of these tables is to assist the Owner in understanding the
various costs and expenses that an Owner will bear, directly and indirectly.
Except as noted below, the Tables reflect charges and expenses of Account 4 as
well as the underlying Funds for the most recent fiscal year. For more
information on the charges described in these Tables see Charges and Deductions
on page 21 and the prospectuses for the underlying Funds which accompany this
Prospectus. In addition to the expenses listed above, premium taxes varying from
0 to 3.5% may be applicable.

The annual expenses listed for all the Funds are net of certain reimbursements
by the Funds' investment advisers. Life of Virginia cannot guarantee that the
reimbursements will continue.

The management fees and other expenses during 1996 for the portfolios of the
Variable Insurance Products Fund were . % for Equity-Income Portfolio, . % for
Growth Portfolio and . % for Overseas Portfolio.

Absent reimbursements, the total annual expenses during 1996 for the
portfolios of the Variable Insurance Products Fund II were . % for Asset Manager
Portfolio and . % for Contrafund Portfolio.

Absent reimbursements, the management fees and other expenses during 1996 for
the portfolios of Life of Virginia Series Fund would have been . % for Common
Stock Index Portfolio, . % for Government Securities Portfolio, . % for Money
Market Portfolio, . % for Total Return Portfolio, . % for Real Estate Securities
Portfolio, and . % for International Equity Portfolio.

The management fees and other expenses during 1996 for the portfolios of the
Oppenheimer Variable Account Funds were . % for Oppenheimer High Income Fund, .
% for Oppenheimer Bond Fund, . % for Oppenheimer Capital Appreciation Fund, . %
for Oppenheimer Multiple Strategies Fund; and . % for Oppenheimer Growth Fund.

Absent certain fee waivers or reductions, the total annual expenses of the
portfolios of the Janus Aspen Series for the fiscal year ended December 31, 1996
would have been . % for Growth Portfolio, . % for Aggressive Growth Portfolio, .
% for Worldwide Growth Portfolio, . % for International Growth Portfolio, and .
% for Balanced Portfolio.

The total annual expenses for Federated Utility Fund II, Federated High Income
Bond Fund II, and Federated American Leaders Fund II are . %, . % and . %,
respectively, of the average daily net assets. The adviser has agreed to waive
all or a portion of its fee so that the total annual expenses would not exceed .
% of average net assets for Federated Utility Fund II, . % of average net assets
for Federated High Income Bond Fund II, and . % of average net assets for
Federated American Leaders Fund II. The adviser can terminate this voluntary
waiver at any time at its sole discretion. Without this waiver and other
voluntary reimbursement of certain other operating expenses, the total operating
expenses were . % for Federated Utility Fund II, . % for Federated High Income
Bond Fund II, and . % for Federated American Leaders Fund II.

The total annual expenses for the portfolios of The Alger American Fund for
the period ended December 31, 1996 were . % for Alger American Small
Capitalization Portfolio and . % for Alger American Growth Portfolio.

<PAGE>

EXAMPLES: An Owner would pay the following on a $100,000 investment for a policy
with a male Annuitant, age 65, assuming a 5% annual return on assets and a 3%
Assumed Interest Rate, based on the charges and expenses reflected in the Fee
Table above:

1. If the Life Annuity Payment Option is selected:

1 Year 3 Years
Variable Insurance Products Fund
Equity-Income Portfolio
Growth Portfolio
Overseas Portfolio

Variable Insurance Products Fund II
Asset Manager Portfolio
Contrafund Portfolio

Life of Virginia Series Fund, Inc.
Money Market Portfolio
Government Securities Portfolio
Common Stock Index Portfolio
Total Return Portfolio
International Equity Portfolio
Real Estate Securities Portfolio

Oppenheimer Variable Account Funds
Oppenheimer High Income Fund
Oppenheimer Bond Fund
Oppenheimer Capital Appreciation Fund
Oppenheimer Multiple Strategies Fund
Oppenheimer Growth Fund

Janus Aspen Series
Balanced Portfolio
Flexible Income Portfolio
Growth Portfolio
Aggressive Growth Portfolio
Worldwide Growth Portfolio
International Growth Portfolio

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

The Alger American Fund
Small Capitalization Portfolio
Growth Portfolio

The expense information regarding the Funds was provided by those Funds. The
Variable Insurance Products Fund, Variable Insurance Products Fund II,
Oppenheimer Variable Account Funds, Janus Aspen Series, Federated Insurance
Series, The Alger American Fund and their investment advisers are not affiliated
with Life of Virginia. While Life of Virginia has no reason to doubt the
accuracy of these figures provided by these non-affiliated Funds, Life of
Virginia has not independently verified such information.

<PAGE>

SUMMARY

The following Summary Of Prospectus Information Should Be Read In Conjunction
With the Detailed Information Appearing Elsewhere In This Prospectus.

The Policy

The Policy provides for Income Payments to be made for the life of the
Annuitant(s). The Owner may choose from a number of Income Payment Plans
available, two of which provide a variety of Guaranteed Periods. (See Income
Payments, p.18). The Income Payment is equal to the sum of the Variable Income
Payment and the Fixed Income Payment. The Owner chooses the portion of the Net
Premium Payment to be allocated between Variable and Fixed Income Payments at
the time the Policy is purchased. The Owner also allocates the portion of the
Net Premium Payment chosen to provide Variable Income Payments among up to ten
Investment Subdivisions. Variable Income Payments are based upon the investment
performance of the selected Investment Subdivisions of Account 4; therefore, the
Annuitant(s) bears the entire investment risk with respect to the Variable
Income Payments. Fixed Income Payments are based upon the guarantees of Life of
Virginia.

The Policy may be purchased on a non-tax qualified basis (i.e., a
Non-Qualified Policy) or it can be purchased in connection with certain
retirement or savings plans qualifying for favorable federal income tax
treatment (i.e., a Qualified Policy).

Premium Payment

A Single Premium of at least $25,000 is required. (See Purchasing the
Policies, p. 16.)

The Owner, by written instructions, allocates a portion of the Net Premium
Payment to provide Variable Income Payments and/or a portion to provide Fixed
Income Payments at the time the Policy is purchased. The portion of the Net
Premium Payment chosen to provide Fixed Income Payments is allocated to our
General Account. The portion of the Net Premium Payment chosen to provide
Variable Income Payments may be allocated among up to ten Investment
Subdivisions. The minimum allocation permitted is 1% of the Net Premium Payment.
In states that require a return of the Single Premium as a refund privilege, the
Net Premium Payment will temporarily be placed in the Investment Subdivision
that invests in the Money Market Portfolio of the Life of Virginia Series Fund,
Inc. (See Allocation of Net Premium Payment, p. 16.)

At any point in time, the value of Annuity Units attributable to a Policy may
not be invested in more than ten Investment Subdivisions.

Transfers

The Owner may transfer Annuity Units from one Investment Subdivision to
another available at the time the transfer is requested. The number of transfers
allowed may be limited to four each calendar year. Life of Virginia may not
honor transfers made by third parties holding multiple powers of attorney. (See
Powers of Attorney, p. 18.)

Charges and Deductions

To cover the costs of administering the Policies, Life of Virginia deducts a
daily administrative expense charge at an effective annual rate of 0.15% of the
average daily net assets in Account 4 attributable to the Policies. Life of
Virginia may deduct a sales charge from the Single Premium, reflected in the Net
Premium Factor shown in the Policy. Life of Virginia will also deduct a Policy
fee of $300 for Policies issued with a Single Premium less than $75,000.

A daily charge at an effective annual rate of 1.25% of the average daily net
assets in Account 4 attributable to the Policies is imposed against those assets
to compensate Life of Virginia for mortality and expense risks assumed by it.
Life of Virginia may also deduct a charge for any premium taxes incurred. (See
Charges and Deductions, p. 21.)

Income Payments

The Annuitant and any Joint Annuitant (if the Annuitant, any Joint Annuitant
and Owner are living on the Annuity Commencement Date), will receive Income
Payments which are based upon the investment performance of the selected
Investment Subdivisions and/or the guarantees of Life of Virginia. The first
Income Payment is made as of the Due Date of the initial Income Payment. The
amount of each Income Payment will depend on: (1) the amount of any Fixed Income
Payment; (2) the value of the Annuity Units; (3) the amount of any applicable
charges and deductions; (4) the Annuitant's (and the Joint Annuitant's, if
applicable) Age on the Annuity Commencement Date and, where appropriate, sex;
and (5) the Income Payment Plan and Payment Period chosen.

<PAGE>

Death Benefits

If any Owner, Annuitant or Joint Annuitant dies prior to the Annuity
Commencement Date, a Death Benefit will be paid and the Policy will be
terminated. Upon receipt of Due Proof of Death, the Company will pay a Death
Benefit to the Beneficiary equal to the Single Premium, less the aggregate
amount of any Income Payments already made.

Right to Cancel

The Owner has 10 days after the Policy is received to examine the Policy and
return it for a refund equal to the Cancellation Payment. Unless state or
federal law requires that the Single Premium be returned as the refund, the
amount of the refund will equal the Single Premium modified by investment
experience. If state or federal law requires that the Single Premium be
returned, the amount of the refund will equal the greater of the Single Premium
or the Single Premium modified by investment experience. In certain states the
Owner may have more than 10 days to return the Policy for a refund. (See
Examination of Policy (Right to Cancel Provision), p. 18.)

Questions

Any questions about the Policy or the Funds in which the subdivisions invest
will be answered by Life of Virginia's Home Office. All inquiries can be
addressed to Life of Virginia, Variable Products Department, 6610 W. Broad
Street, Richmond, VA 23230; if by phone, call (800) 352-9910.

FINANCIAL INFORMATION

Financial statements for Account 4 are in the Statement of Additional
Information. The consolidated financial statements for Life of Virginia (as well
as the auditors' reports thereon) also are in the Statement of Additional
Information.

Condensed Financial Information

There are no Annuity Units in the Investment Subdivisions as of the date of
this Prospectus.

THE LIFE INSURANCE COMPANY OF VIRGINIA
AND LIFE OF VIRGINIA SEPARATE ACCOUNT 4

The Life Insurance Company of Virginia

The Life Insurance Company of Virginia (Life of Virginia) is a stock life
insurance company operating under a charter granted by the Commonwealth of
Virginia on March 21, 1871. 80% of the capital stock of Life of Virginia is
owned by General Electric Capital Assurance Corporation ("GECA"). The
remaining 20% is owned by GE Life Insurance Group, Inc. ("GELIG"). GECA and
GELIG are indirectly wholly-owned subsidiaries of GE Capital. GE Capital, a
New York corporation, is a diversified financial services company. GE Capital
subsidiaries consist of commercial and industrial specialized, mid-market and
indirect consumer financing businesses. GE Capital's parent, General Electric
Company, founded more than one hundred years ago by Thomas Edison, is the
world's largest manufacturer of jet engines, engineering plastics, medical
diagnostic equipment and large-sized electric power generation equipment.

Life of Virginia is principally engaged in the offering of life insurance
policies and ranks among the twenty-five (25) largest stock life insurance
companies in the United States in terms of business in force. Life of Virginia
is admitted to do business in forty-nine (49) states and the District of
Columbia. The principal offices of Life of Virginia are at 6610 W. Broad Street,
Richmond, Virginia 23230.

Account 4

Life of Virginia Separate Account 4 was established by Life of Virginia as a
separate investment account on August 19, 1987. Account 4 currently has 66
Investment Subdivisions, 27 of which are available under the Policy. The portion
of the Net Premium Payment designated to provide Variable Income Payments is
allocated in accordance with the instructions of the Owner among up to ten of
the 27 Investment Subdivisions available under the Policy. Each of these
Investment Subdivisions invests exclusively in one of the Funds described below.

<PAGE>

The assets of Account 4 are the property of Life of Virginia. Income and both
realized and unrealized gains or losses from the assets of Account 4 are
credited to or charged against the Account without regard to the income, gains,
or losses arising out of any other business Life of Virginia may conduct.
Although the assets in Account 4 attributable to the Policies are not chargeable
with liabilities arising out of any other business which Life of Virginia may
conduct, all obligations arising under the policies, including the promise to
make Income Payments, are general corporate obligations of Life of Virginia.
Furthermore, the assets of Account 4 are available to cover the liabilities of
Life of Virginia's General Account to the extent that the assets of Account 4
exceed its liabilities arising under the Policies supported by it.

Account 4 is registered with the Securities and Exchange Commission (the
"Commission") as a unit investment trust under the Investment Company Act of
1940 (the "1940 Act") and meets the definition of a separate account under the
Federal Securities Laws. Registration with the Commission, however, does not
involve supervision of the management or investment practices or policies of
Account 4 by the Commission.

Additions, Deletions, or Substitutions of Investments

Life of Virginia reserves the right, subject to compliance with applicable
law, to make additions to, deletions from, or substitutions for the shares of
the Fund portfolios that are held by Account 4 or that Account 4 may purchase.

Life of Virginia also reserves the right to establish additional Investment
Subdivisions of Account 4, each of which would invest in a Fund, or in shares of
another investment company, with a specified investment objective. One or more
Investment Subdivisions may also be eliminated if, in the sole discretion of
Life of Virginia, marketing, tax, or investment conditions warrant.

If deemed by Life of Virginia to be in the best interests of persons having
voting rights under the Policies, and, if permitted by law, Life of Virginia may
deregister Account 4 under the 1940 Act in the event such registration is no
longer required; manage Account 4 under the direction of a committee; or combine
Account 4 with other Life of Virginia separate accounts. To the extent permitted
by applicable law, Life of Virginia may also transfer the assets of Account 4
associated with the Policies to another separate account. In addition, Life of
Virginia may, when permitted by law, restrict or eliminate any voting rights of
Owners or other persons who have voting rights as to Account 4.

THE FUNDS

Account 4 invests in seven Funds. Each of the Funds currently available under
the Policy is a separate investment portfolio of a registered open-end,
diversified investment company of the series type.

Each Investment Subdivision invests exclusively in a designated Fund. The
assets of each such Fund are separate from other Funds of that investment
company and each Fund has separate investment objectives and policies.

Each of the investment companies sells its shares to Account 4 in accordance
with the terms of a participation agreement between the company and Life of
Virginia. The termination provisions of those agreements vary. A summary of
these termination provisions may be found in the Statement of Additional
Information. Should a participation agreement terminate, the Account may not be
able to purchase additional shares of Funds of that company. In that event,
Owners will no longer be able to perform transfers to Investment Subdivisions
investing in Funds of that company.

Additionally, in certain circumstances, it is possible that a Fund may refuse
to sell its shares to Account 4 despite the fact that the participation
agreement has not been terminated. Should a Fund decide not to sell its shares
to Life of Virginia, Life of Virginia will be unable to honor Owner requests to
transfer Annuity Units of one Investment Subdivision for those of another
investing in shares of that Fund.

Before choosing Investment Subdivisions, carefully read the individual
prospectuses for the Funds, along with this Prospectus.

Variable Insurance Products Fund

Variable Insurance Products Fund ("VIPF") has three portfolios that are
currently available under this Policy: Equity-Income Portfolio, Growth
Portfolio, and Overseas Portfolio.

Equity-Income Portfolio seeks reasonable income by investing primarily in
income-producing equity securities. In choosing these securities, the Portfolio
will also consider the potential for capital appreciation. The Portfolio'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 seeks to achieve capital appreciation. The Portfolio
normally purchases common stocks, although its investments

<PAGE>

are not restricted to any one type of security. Capital appreciation may also be
found in other types of securities, including bonds and preferred stocks.

Overseas Portfolio seeks long-term growth of capital primarily through
investments in foreign securities. The Portfolio provides a means for investors
to diversify their own portfolios by participating in companies and economies
outside of the United States.

Fidelity Management & Research Company ("FMR") serves as investment adviser to
VIPF.

Variable Insurance Products Fund II

Variable Insurance Products Fund II ("VIPF II") has two portfolios that are
currently available under this Policy: Asset Manager Portfolio and Contrafund
Portfolio.

Asset Manager Portfolio seeks 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.

Contrafund Portfolio seeks capital appreciation by investing mainly in equity
securities of companies believed to be undervalued or out-of-favor.

FMR serves as investment advisor to VIPF II.

Life of Virginia Series Fund, Inc.

Life of Virginia Series Fund, Inc. ("LOVSF") has six portfolios that are
currently available under this Policy: Common Stock Index Portfolio, Government
Securities Portfolio, Money Market Portfolio, Total Return Portfolio,
International Equity Portfolio, and Real Estate Securities Portfolio.

Money Market Portfolio has the investment objective of providing the highest
level of current income as is consistent with high liquidity and safety of
principal by investing in high quality money market securities.

Government Securities Portfolio has the investment objective of seeking high
current income and protection of capital through investments in intermediate and
long-term debt instruments issued or guaranteed by the U.S. Government, its
agencies or instrumentalities.

Common Stock Index Portfolio has the investment objective of providing capital
appreciation and accumulation of income that corresponds to the investment
return of the Standard & Poor's 500 Composite Stock Price Index, through
investment in common stocks traded on the New York Stock Exchange and the
American Stock Exchange and, to a limited extent, in the over-the-counter
markets.

Total Return Portfolio has the investment objective of providing the highest
total return, composed of current income and capital appreciation, as is
consistent with prudent investment risk by investing in common stocks, bonds and
money market instruments, the proportion of each being continuously determined
by the investment adviser.

International Equity Portfolio has the investment objective of providing
long-term capital appreciation. The Portfolio seeks to achieve its objective by
investing primarily in equity and equity-related securities of companies that
are organized outside of the U.S. or whose securities are principally traded
outside of the U.S.

Real Estate Securities Portfolio has the investment objective of providing
maximum total return through current income and capital appreciation. The
Portfolio seeks to achieve its objective by investing primarily in securities of
U.S. issuers that are principally engaged in or related to the real estate
industry including those that own significant real estate assets. The Portfolio
will not invest directly in real estate.

GE Investments Incorporated serves as investment adviser to LOVSF.

Oppenheimer Variable Account Funds

Oppenheimer Variable Account Funds ("OVAF") has five portfolios that are
currently available under this Policy: Oppenheimer High Income Fund, Oppenheimer
Bond Fund, Oppenheimer Capital Appreciation Fund, Oppenheimer Growth Fund, and
Oppenheimer Multiple Strategies Fund.

<PAGE>

Oppenheimer High Income Fund seeks a high level of current income from
investment in high yield fixed income securities, including unrated securities
or high risk securities in the lower rating categories. These securities may be
considered to be speculative. This Fund may have substantial holdings of
lower-rated debt securities or "junk" bonds. The risks of investing in junk
bonds are described in the prospectus for the OVAF, which should be read
carefully before investing.

Oppenheimer Bond Fund primarily seeks a high level of current income from
investment in high yield fixed income securities rated "Baa" or better by
Moody's or "BBB" or better by Standard & Poor's. Secondarily, it seeks capital
growth when consistent with its primary objective.

Oppenheimer Capital Appreciation Fund seeks to achieve capital appreciation by
investing in "growth-type" companies.

Oppenheimer Growth Fund seeks to achieve capital appreciation by investing in
securities of well-known established companies.

Oppenheimer Multiple Strategies Fund seeks a total investment return (which
includes current income and capital appreciation in the value of its shares)
from investments in common stocks and other equity securities, bonds and other
debt securities, and "money market" securities.

Oppenheimer Funds, Inc. serves as investment adviser to OVAF.

Janus Aspen Series

The Janus Aspen Series ("JAS") currently has six portfolios that are currently
available under this Policy: Growth Portfolio, Aggressive Growth Portfolio,
Worldwide Growth Portfolio, International Growth Portfolio, Balanced Portfolio
and Flexible Income Portfolio.

Growth Portfolio has the investment objective of long-term capital growth in a
manner consistent with the preservation of capital. The Growth Portfolio is a
diversified portfolio that pursues its objective by investing in common stocks
of companies of any size. Generally, this Portfolio emphasizes larger, more
established issuers.

Aggressive Growth Portfolio has the investment objective of long-term growth
of capital. The Aggressive Growth Portfolio is a non-diversified portfolio that
will seek to achieve its objective by normally investing at least 50% of its
equity assets in securities issued by medium-sized companies.

Worldwide Growth Portfolio has the investment objective of long-term growth of
capital in a manner consistent with the preservation of capital. The Worldwide
Growth Portfolio will seek to achieve its objective by investing in a
diversified portfolio of common stocks of foreign and domestic issuers of all
sizes. The Portfolio normally invests in issuers from at least five different
countries including the United States.

International Growth Portfolio has the investment objective of long-term
growth of capital. The International Growth Portfolio will seek to achieve its
objective primarily through investments in common stocks of issuers located
outside the United States. The Portfolio normally invests at least 65% of its
total assets in securities of issuers from at least five different countries,
excluding the United States.

Balanced Portfolio has the investment objective of seeking long-term growth of
capital, consistent with the preservation of capital and balanced by current
income. The Portfolio normally invests 40-60% of its assets in securities
selected primarily for their growth potential and 40-60% of its assets in
securities selected primarily for their income potential.

Flexible Income Portfolio has the investment objective of seeking to obtain
maximum total return, consistent with preservation of capital. Total return is
expected to result from a combination of income and capital appreciation. The
Portfolio pursues its objective primarily by investing in any type of
income-producing securities. This Portfolio may have substantial holdings of
lower-rated debt securities or "junk" bonds. The risks of investing in junk
bonds are described in the prospectus for JAS, which should be read carefully
before investing.

Janus Capital Corporation serves as investment adviser to JAS.

Federated Insurance Series

The Federated Insurance Series ("FIS") has three portfolios that are currently
available under this Policy: Federated Utility Fund II, Federated High Income
Bond Fund II and Federated American Leaders Fund II.

<PAGE>

Federated Utility Fund II has the investment objective of high current income
and moderate capital appreciation. The Federated Utility Fund II will seek to
achieve its objective by investing primarily in equity and debt securities of
utility companies.

Federated High Income Bond Fund II has the investment objective of high
current income. The Federated High Income Bond Fund II will seek to achieve its
objective by investing primarily in a diversified portfolio of professionally
managed fixed-income securities. The fixed-income securities in which the Fund
intends to invest are lower-rated corporate debt obligations, commonly referred
to as "junk bonds". The risks of these securities are described in the
prospectus for the FIS, which should be read carefully before investing.

Federated American Leaders Fund II has the primary investment objective of
long-term growth of capital, and a secondary objective of providing income. The
Federated American Leaders Fund II will seek to achieve its objective by
investing, under normal circumstances, at least 65% of its total assets in
common stock of "blue chip" companies.

Federated Advisers serves as investment adviser to FIS.

The Alger American Fund

The Alger American Fund ("AAF") has two portfolios that are currently
available under this Policy: Alger American Small Capitalization Portfolio and
Alger American Growth Portfolio.

Alger American Small Capitalization Portfolio has the investment objective of
long-term capital appreciation. Except during temporary defensive periods, this
Portfolio invests at least 65% of its total assets in equity securities of
companies that, at the time of purchase, have a total market capitalization
within the range of companies included in the Russell 2000 Growth Index, updated
quarterly. The Portfolio may invest up to 35% of its total assets in equity
securities of companies that, at the time of purchase, have total market
capitalization outside the range of companies included in the Russell 2000
Growth Index and in excess of that amount (up to 100% of its assets) during
temporary defensive periods.

Alger American Growth Portfolio has the investment objective of long-term
capital appreciation. Except during temporary defensive periods, this Portfolio
invests at least 65% of its total assets in equity securities of companies that,
at the time of purchase, have a total market capitalization of $1 billion or
greater.

Fred Alger Management, Inc. serves as the investment manager to AAF.

THERE IS NO ASSURANCE THAT THE STATED
OBJECTIVES AND POLICIES OF ANY OF THE
FUNDS WILL BE ACHIEVED.

Life of Virginia currently is compensated by an affiliate(s) of each of the
Funds based upon an annual percentage of the average assets held in the Fund by
Life of Virginia. These percentage amounts, which vary by Fund, are intended to
reflect administrative and other services provided by Life of Virginia to the
Fund and/or affiliate(s).

More detailed information concerning the investment objectives and policies of
the Funds and their investment advisory services and charges can be found in the
current prospectuses for the Funds which accompany or precede this Prospectus
and the Funds' current statements of additional information. A current
prospectus for each Fund can be obtained by writing or calling Life of Virginia
at its Home Office. The prospectus for each Fund should be read carefully before
any decision is made concerning the allocation of the Net Premium Payment or the
transfers of Annuity Units among the Investment Subdivisions.

Resolving Material Conflicts

The Funds are used as investment vehicles for both variable life insurance and
variable annuity policies issued by Life of Virginia. In addition, all of the
Funds, other than Life of Virginia Series Fund, Inc., are also available to
registered separate accounts of insurance companies other than Life of Virginia
offering variable annuity and variable life policies. As a result, there is a
possibility that an irreconcilable material conflict may arise between the
interests of Owners owning Policies whose policy values are allocated to Account
4 and of those owning policies whose policy values are allocated to one or more
other separate accounts investing in any one of the Funds.

In addition, Janus Aspen Series, Life of Virginia Series Fund, Inc., and The
Alger American Fund may sell shares to certain retirement plans. As a result,
there is a possibility that a material conflict may arise between the interests
of Owners generally or certain classes of owners, and such retirement plans or
participants in such retirement plans.

<PAGE>

In the event of a material conflict, Life of Virginia will take any necessary
steps, including removing Account 4 assets from the Fund, to resolve the matter.
See the individual Fund prospectus for additional details.

THE POLICY

The Policy is an individual single premium variable immediate annuity policy.
The rights and benefits of the Policy are described below and in the Policies.
There may be differences in your Policy because of requirements of the state
where your Policy is issued. Any such differences will be included in your
Policy. The Policy will be issued with a Policy Date that is generally the date
the Single Premium was received and accepted by Life of Virginia at its Home
Office. The Policy Date is set forth in the Policy.

Purchasing the Policies

Individuals wishing to purchase a Policy must apply through an authorized
registered agent. The minimum Single Premium required under the Policy is
$25,000. Acceptance of a request for a Policy and acceptance of a Single Premium
are subject to Life of Virginia's rules, and Life of Virginia reserves the right
to reject any request for a Policy and any Single Premium for any lawful reason
and in a manner such that does not unfairly discriminate against similarly
situated purchasers.

The Single Premium will be processed within two Valuation Days of the Policy
date. If Life of Virginia is unable to issue a Policy due to incomplete
information, the Policy will be issued within two Valuation Days after receipt
of the information needed to issue the Policy. If Life of Virginia does not
receive the information necessary to issue the Policy within five Valuation Days
after receipt by Life of Virginia of the Single Premium, Life of Virginia will
contact the applicant, explain the reason for the delay, and refund the Single
Premium immediately, unless the applicant specifically consents to Life of
Virginia retaining the Single Premium until the required information is made
complete. If Life of Virginia retains the Single Premium, it will be processed
within two Valuation Days after the required information is received.

Restrictions on Issuing Certain Policies

A tax sheltered annuity contract provides tax-deferred retirement savings
pursuant to section 403(b) of the Code and may be purchased on behalf of an
employee by a public educational institution or certain other tax-exempt
employers. Such contracts must contain restrictions on withdrawals of (i)
contributions made pursuant to a salary reduction agreement in years beginning
after Decem- ber 31, 1988, (ii) earnings on those contributions, and (iii)
earnings after 1988 on amounts attributable to salary reduction contributions
(and earnings on those contributions) held as of the last day of the year
beginning before January 1, 1989. These amounts can be paid only if the employee
has reached age 59 1/2, separated from service, died, or become disabled (within
the meaning of the tax law), or in the case of hardship (within the meaning of
the tax law). Amounts permitted to be distributed in the event of hardship are
limited to actual contributions; earnings thereon cannot be distributed on
account of hardship. Amounts subject to the withdrawal restrictions applicable
to section 403(b)(7) custodial accounts may be subject to more stringent
restrictions.

Section 830.105 of the Texas Government Code permits participants in the Texas
Optional Retirement Program (ORP) to withdraw their interest under the ORP only
upon (1) termination of employment in the Texas public institutions of higher
education, (2) retirement, (3) death, or (4) the participant's attainment of age
70 1/2.

The Policy, with appropriate endorsement, may in some circumstances be used to
distribute amounts with respect to a section 403(b) plan or ORP plan.
Specifically, certain "rollover" distributions (including trustee-to-trustee
transfers and so-called "Direct Rollovers;" see Federal Tax Matters, Federal
Income Tax Withholding, p. 25) from such a plan may be made into this Policy.
However, before Life of Virginia will issue the Policy as a Section 403(b)
Policy or in connection with the ORP, proof must be furnished that distributions
are permitted from the plan.

Allocation of Net Premium Payment

The Owner, by written instructions, designates a portion of the Net Premium
Payment to provide Variable Income Payments and/or a portion to provide Fixed
Income Payments at the time the Policy is purchased. The Owner then allocates
the portion chosen to provide Variable Income Payments to up to ten Investment
Subdivisions. Allocations of less than 1% of the Net Premium Payment designated
to provide Variable Income Payments to any one Investment Subdivision are not
permitted. The portion of the Net Premium Payment designated to provide Fixed
Income Payments is allocated to our General Account.

For Policies issued in states which require that at least the Single Premium
be returned during the refund period (see Examination of Policy (Right to Cancel
Provision), p. 18.), the portion of the Net Premium Payment supporting the
Variable Income Payments will be placed in the Investment Subdivision that
invests exclusively in the Money Market Portfolio of the Life of Virginia Series
Fund, Inc. The Net Premium Payment will remain in that Investment Subdivision
until the earlier of 15 calendar days from the date

<PAGE>

the Net Premium Payment is credited to the Policy or, if the Policy is not
accepted by the Owner, when all amounts due are refunded. At the end of the
15-day period, the value in the Investment Subdivision that invests in the Life
of Virginia Series Fund Money Market Portfolio at that time will be allocated
among the Investment Subdivisions in accordance with the Owner's instructions.

The amount of the Income Payment will vary depending upon the allocation of
the Net Premium Payment between Variable and Fixed Income Payments chosen by the
Owner at the time the Policy is purchased. The amount of the Variable Income
Payment will vary with the investment performance of the Investment Subdivisions
the Owner selects, and therefore the Annuitant(s) bear the entire investment
risk for the value of Annuity Units in any particular Investment Subdivision.

The Owner should periodically review the allocation of Annuity Units in light
of market conditions and overall financial planning. The Owner may change the
allocation of Annuity Units without charge, subject to Life of Virginia's rules
described under "Transfers", "Telephone Transfers" and "Automatic Transfers"
(see p. 17.)

Transfers

The Owner may transfer Annuity Units among and between the Investment
Subdivisions that are available at the time of the request by sending a written
request to the Home Office. Telephone transfers are subject to Life of
Virginia's administrative requirements. All transfers will be effective as of
the end of the Valuation Period during which the written or telephone request is
received at the Home Office. Subsequent Variable Income Payment amounts will
reflect the investment experience of the newly selected Investment Subdivisions.
At any one point in time, Annuity Units of no more than ten Investment
Subdivisions may be used. There is no charge imposed for transfers of Annuity
Units.

Currently, Life of Virginia reserves the right to limit the number of
transfers to four each calendar year. Additionally, if it is necessary in order
that the Policy will continue to receive annuity treatment, Life of Virginia
reserves the right to limit the number of transfers to a lower number. No
transfers are allowed between the portion of your Net Premium Payment allocated
to Fixed Income Payments and the portion of your Net Premium Payment allocated
to Variable Income Payments.

If the number of Annuity Units remaining in an Investment Subdivision after a
transfer is less than 1, then this unit will also be transferred. In addition,
transfers are only permitted into an Investment Subdivision if, after the
transfer, the number of Annuity Units of that Investment Subdivision is at least
1.

The number of Annuity Units resulting from a transfer is equal to (1) times
(2) divided by (3) where: (1) is number of Annuity Units of the current
Investment Subdivision from which the Annuity Units are being transferred; (2)
is the Unit Value of the Investment Subdivision from which the Annuity Units are
being transferred; and (3) is the Unit Value of the Investment Subdivision to
which the Annuity Units are being transferred.

Where permitted by state law, Life of Virginia reserves the right to refuse to
execute any transfer, if any of the Investment Subdivisions that would be
affected by the transfer are unable to purchase or redeem shares of the mutual
Funds in which they invest.

Telephone Transfers

Life of Virginia permits telephone transfers and may be liable for losses
resulting from unauthorized or fraudulent telephone transfers if it fails to
employ reasonable procedures to confirm that the telephone instructions that it
receives are genuine. Therefore, Life of Virginia will employ means to prevent
unauthorized or fraudulent telephone requests, such as sending written
confirmation, recording telephone requests, and/or requesting other identifying
information. In addition, Life of Virginia may require written authorization
before allowing Owners to make telephone transfers.

To request a telephone transfer, Owners should call Life of Virginia's
Telephone Transfer Line at 800-772-3844. Life of Virginia will record all
telephone transfer requests. Transfer requests received prior to the close of
the New York Stock Exchange will be executed that Valuation Day at that day's
prices. Requests received after that time will be executed on the next Valuation
Day at that day's prices.

Automatic Transfers

Owners may elect to have Life of Virginia automatically transfer a specified
number of Annuity Units from the Investment Subdivision of Account 4 that
invests in the Money Market Portfolio of Life of Virginia Series Fund to any
other available Investment Subdivision(s) on a quarterly basis. This privilege
is intended to permit Owners to utilize "Portfolio Balancing," a long-term
investment method similar to "dollar-cost averaging", a method which provides
for regular level investments over a period of time. Life of Virginia makes no
representations or guarantees that Portfolio Balancing will result in a profit
or protect against loss.

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Owners must complete the Portfolio Balancing section of the application or a
Portfolio Balancing Agreement in order to participate in the Portfolio Balancing
program. Amounts may be allocated to the Life of Virginia Series Fund Money
Market Investment Subdivision as a portion of the Net Premium Payment or in the
form of a transfer of Annuity Units from other Investment Subdivisions within
Account 4. Any amount allocated must conform to the minimum amount and
percentage requirements, (see Purchasing the Policies, and Allocation of Net
Premium Payments, p. 16).

Portfolio Balancing transfers will continue as long as there are Annuity Units
in the Money Market Portfolio of the Life of Virginia Series Fund Investment
Subdivision. Prior to that time, the Owner may discontinue Portfolio Balancing
by sending Life of Virginia a written cancellation notice. Owners may make
changes to their Portfolio Balancing program by calling Life of Virginia's
Telephone Transfer Line at 800-772-3844. Also, Life of Virginia reserves the
right to discontinue Portfolio Balancing upon 30 days written notice to the
Owner.

Powers of Attorney

As a general rule and as a convenience to Owners, Life of Virginia allows the
use of powers of attorney whereby Owners give third parties the right to effect
Annuity Unit transfers on behalf of the Owners. However, when the same third
party possesses powers of attorney executed by many Owners, the result can be
simultaneous transfers involving large amounts of Annuity Units. Such transfers
can disrupt the orderly management of the Funds, can result in higher costs to
Owners, and are generally not compatible with the long-range goals of purchasers
of the Policies. Life of Virginia believes that such simultaneous transfers
effected by such third parties are not in the best interests of all shareholders
of the Funds and this position is shared by the managements of those Funds.

Therefore, to the extent necessary to reduce the adverse effects of
simultaneous transfers made by third parties holding multiple powers of
attorney, Life of Virginia may not honor such powers of attorney and has
instituted or will institute procedures to assure that the transfer requests
that it receives have, in fact, been made by the Owners in whose names they are
submitted. However, these procedures will not prevent Owners from making their
own transfer requests.

Examination of Policy (Right to Cancel Provision)

The Owner may examine the Policy and return it for a refund equal to the
Cancellation Payment within 10 days after it is received. Unless state or
federal law requires that the Single Premium be returned as the refund, the
amount of the Cancellation Payment payable to the Owner as of the date Life of
Virginia receives the cancellation request is (a) the amount that would be
payable as an Income Payment on that date adjusted by the Assumed Interest Rate
for the number of days since the Policy Date, divided by the amount that would
be payable as an Income Payment on the Policy Date; multiplied by (b) the Net
Premium Payment; plus (c) any charges deducted from the Single Premium; minus
(d) any Income Payments made prior to that date. If state or federal law
requires that the Single Premium be returned, then the Cancellation Payment will
equal the greater of the Single Premium or the amount described in this
provision.

In certain states the Owner may have more than 10 days to return the Policy
for a refund. An Owner wanting a refund should return the Policy to Life of
Virginia at its Home Office.

INCOME PAYMENTS

General

Life of Virginia will make Income Payments to the Annuitant(s) for the
lifetime of the Annuitant(s). The Income Payments will be paid in the form of
Fixed Income Payments and/or Variable Income Payments using the Age and, where
appropriate, sex of the Annuitant and any Joint Annuitant.

The Owner may choose from a number of Income Payment Plans available, as
described below, two of which offer a variety of Guaranteed Periods. The Owner
selects the frequency of Income Payments from choices of monthly, quarterly,
semi-annually or annually. The Owner may also choose to defer the Annuity
Commencement Date up to sixty (60) days from the Policy Date, subject to rules
described in the Income Payment Dates section below, provided the Owner(s) and
the Annuitant(s) are the same person(s). In the case of Joint Owners, Life of
Virginia additionally requires that in order to defer the Annuity Commencement
Date, one Owner must be the spouse of the other Owner. The initial Income
Payment will be made one Payment Period after the Annuity Commencement Date.
Subsequent Income Payments will be made each Payment Period thereafter, subject
to Policy provisions. All such elections must be designated by the Owner by
written instructions.

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Certain states prohibit the use of actuarial tables that distinguish between
men and women in determining benefits for annuity policies issued on the lives
of residents. Similar restrictions exist when an annuity policy is issued in
connection with an employment relationship, such as in the context of Qualified
Plans. Therefore, Policies issued in these circumstances have Income Payments
which are based on actuarial tables that do not differentiate on the basis of
sex.

Determination of Income Payments

The Income Payment is equal to the sum of the Variable Income Payment and the
Fixed Income Payment. The portion of the Single Premium credited to the Policy
to provide Income Payments is the Net Premium Payment. The Net Premium Payment
is calculated by first multiplying the Single Premium times the Net Premium
Factor, then deducting from the result any Policy fee and any premium tax
charge. The Owner designates the portion of the Net Premium Payment to be
allocated between Variable and Fixed Income Payments at the time the Policy is
purchased.

If the Owner fails to provide Life of Virginia with a written election not to
have federal income taxes withheld, Life of Virginia must by law withhold the
appropriate amount of taxes from the taxable portion of Income Payments and
remit that amount to the federal government. Also, in certain other
circumstances, Life of Virginia must withhold taxes. (See Federal Income Tax
Withholding, p.24.) In addition, the Single Premium may be subject to the
imposition of a premium tax charge in those states which impose such a tax. (See
Premium Taxes, p. 22.) Other withholding requirements may apply with respect to
state income taxes.

Income Payment Plans

Income Payment Plans can provide either Fixed Income Payments or Variable
Income Payments or a combination of both. There are currently six Income Payment
Plans available as described below. The plan of Income Payments and allocation
of the Net Premium Payment between Fixed and/or Variable Income Payments must be
designated by the Owner at the time the Policy is purchased.

The portion of the Income Payment attributable to Fixed Income Payments is
guaranteed by Life of Virginia and does not vary except as provided by the
Income Payment Plan chosen. The portion of the Income Payment attributable to
Variable Income Payments is not guaranteed by Life of Virginia and varies based
on the investment experience of one or more Investment Subdivisions and as
provided by the Income Payment Plan chosen. Mortality, investment and expense
assumptions used to calculate Fixed Income Payments are determined by Life of
Virginia. Variable Income Payments are determined using similar factors for
mortality and expenses and an assumed interest rate as described below.

[Information regarding the basis by which Fixed Income Payments are made will be
added by amendment.]

Fixed Income Payments. The amount of each Fixed Income Payment will be
calculated on the Policy Date. The portion of the Net Premium Payment designated
by the Owner to provide Fixed Income Payments will be allocated to the General
Account of Life of Virginia as of the Policy Date. Fixed Income Payments will be
fixed in amount, frequency and duration according to the Income Payment Plan
chosen, and the Age and, where appropriate, sex of the Annuitant(s) on the
Policy Date. The amount of Fixed Income Payments will not be less than any that
are required by the state where the Policy is delivered. For further
information, the Owner should contact Life of Virginia at its Home Office.

Variable Income Payments. Variable Income Payments will reflect the investment
performance of the selected Investment Subdivisions. With respect to the portion
of the Net Premium Payment selected to provide Variable Income Payments, the
Owner must designate allocations either totally or partially to any one or more
of up to ten of the available Investment Subdivisions of Account 4. The
Annuitant(s) bears the entire investment risk with respect to the Variable
Income Payments.

The number of Annuity Units of an Investment Subdivision attributable to a
Policy is determined as of the Policy Date and remains fixed unless transferred.
(See Transfers p. 17.) The number of Annuity Units of an Investment Subdivision
attributable to a Policy as of the Policy Date is determined by multiplying (a)
and (b) and dividing the result by (c) where: (a) is the Net Premium Payment
allocated to that Investment Subdivision on the Policy Date plus interest at the
Assumed Interest Rate for the period, if any, from the Policy Date to the
Annuity Commencement Date, divided by $1,000; (b) is the Variable Payout Rate
for the Policy; and (c) is the applicable Unit Value of that Investment
Subdivision on the Policy Date.

The amount of each Variable Income Payment is calculated as of the date five
Valuation Days prior to its Due Date. For a Policy, the value of the Annuity
Units attributable to each Investment Subdivision is the number of Annuity Units
attributable to the Investment Subdivision times the applicable Unit Value for
that Investment Subdivision as of the calculation date. The dollar value of the
total Variable Income Payment is the sum of the value of the Annuity Units
attributable to each Investment Subdivision.

The Unit Value of each Investment Subdivision was arbitrarily set at $10 when
the Investment Subdivision began operations.

<PAGE>

Thereafter, for a given Assumed Interest Rate, the Unit Value of each Investment
Subdivision for any Valuation Period is equal to (a) times (b) times (c) where:
(a) is the net investment factor for the Investment Subdivision for that
Valuation Period; (b) is the applicable Unit Value for the preceding Valuation
Period; and (c) is the applicable investment result adjustment factor for the
Valuation Period.

The net investment factor is used to measure the investment performance of an
Investment Subdivision. The net investment factor for any Investment Subdivision
for any Valuation Period is determined by (a) divided by (b), minus (c), where:
(a) is the result of: (1) the value of the assets in the Investment Subdivision
at the end of the preceding Valuation Period; plus (2) the investment income and
capital gains, realized or unrealized, crediting to those assets at the end of
the Valuation Period for which the net investment factor is being determined;
minus (3) the capital losses, realized or unrealized, charged against those
assets during the Valuation Period; minus (4) any amount charged against the
Separate Account for taxes, or any amount Life of Virginia sets aside during the
Valuation Period as a provision for taxes attributable to the operation or
maintenance of the Separate Account; and (b) is the value of the assets in the
Investment Subdivision at the end of the preceding Valuation Period; and (c) is
a factor representing the charge for mortality and expense risks Life of
Virginia assumes and for administrative expenses deducted from the Investment
Subdivision adjusted for the number of days in the Valuation Perid.

The investment result adjustment factor recognizes an Assumed Interest Rate
used in determining the amounts of the Variable Income Payments. This means that
if the net investment experience of the Investment Subdivision to which the
Annuity Units apply for a given month exceeds the monthly equivalent of Assumed
Interest Rate, the Variable Income Payment will be greater than the previous
payment. If the net investment experience for such Investment Subdivision is
less than the monthly equivalent of the Assumed Interest Rate, the Variable
Income Payment will be less than the previous Variable Income Payment. The Owner
designates the Assumed Interest Rate from available choices at the time the
Policy is issued. Currently available choices are 3% and 5%.

Income Payment Dates

The initial Income Payment is due one Payment Period after the Annuity
Commencement Date. The Owner(s) can choose to defer the Annuity Commencement
Date up to 60 days from the Policy Date provided the Owner(s) and the
Annuitant(s) are the same person(s). In the case of Joint Owners, Life of
Virginia additionally requires that in order to defer the Annuity Commencement
Date, one Owner must be the spouse of the other Owner. The frequency of Income
Payments is chosen by the Owner(s) at the time the Policy is purchased from
available choices of annual, semi-annual, quarterly and monthly. Income Payments
cannot be made on the 29th, 30th or 31st day of the month.

The Income Payments Plans shown below are available for both Variable Income
Payments and Fixed Income Payments.

Single Life - Life Income. Life of Virginia will provide Income Payments
guaranteed for the life of the Annuitant. Income Payments will stop at the
death of the Annuitant. Under this Plan, an Annuitant could receive only
one Income Payment if he or she dies after the first Payment, two Income
Payments if he or she dies after the second Payment, etc.

Single Life - Life Income with Period Certain. Income Payments will be
made for a Guaranteed Period of 10, 15 or 20 years. If the Annuitant lives
longer than the Guaranteed Period, Income Payments will continue for his or
her life. If the Annuitant dies before the end of the Guaranteed Period,
the Income Payments then due for the remainder of the Guaranteed Period
will be paid when due to the Beneficiary.

Single Life - Life Income with Cash Refund. Income Payments will be made
for the life of the Annuitant. If at the death of the Annuitant the total
of all Income Payments made does not equal or exceed the Single Premium,
Life of Virginia will make a cash payment to the Beneficiary. The cash
payment will equal the difference between the Single Premium and the total
of Income Payments already made.

Joint Life - Life Income. Income Payments will be made for as long as
both the Annuitant and the Joint Annuitant are alive. At the first to die
of the Annuitant and the Joint Annuitant, Survivor Income Payments will be
made to the survivor for the remainder of his or her life. Survivor Income
Payments may be 50%, 75% or 100% of the Income Payments, as chosen by the
Owner on the application for the Policy. Other percentages may be available
upon request. Under this Plan, the Annuitant and Joint Annuitant could
receive only one Income Payment if they both die after the first Payment,
two Income Payments if they both die after the second Payment, etc.

Joint Life - Life Income with Period Certain. Income Payments will be
made for a Guaranteed Period of 10, 15 or 20 years. If both the Annuitant
and the Joint Annuitant live longer than the Guaranteed Period, Income
Payments will continue as long as both the Annuitant and the Joint
Annuitant are alive. At the first to die of the Annuitant and Joint
Annuitant, Survivor Income Payments will be made to the survivor for the
remainder of his or her life. Survivor Income Payments may be 50%, 75% or
100% of the Income Payments. Other percentages may be available upon
request. If both the Annuitant and the Joint Annuitant

<PAGE>

die prior to the end of the Guaranteed Period, Income Payments for the
remainder of the Guaranteed Period will be paid when due to the
Beneficiary.

Joint Life - Life Income with Cash Refund. Income Payments will be made
as long as both the Annuitant and Joint Annuitant are alive. At the first
to die of the Annuitant and the Joint Annuitant, Survivor Income Payments
will be made to the survivor for the remainder of his or her life. Survivor
Income Payments may be 50%, 75% or 100% of the Income Payments. Other
percentages may be available upon request. At the death of the last to die
of the Annuitant and Joint Annuitant, if the total of all Income Payments
made and Survivor Income Payments made do not equal or exceed the Single
Premium, Life of Virginia will make a cash payment to the Beneficiary. The
cash payment will equal the difference in the total of the Income Payments
made and Survivor Income Payments made, and the Single Premium.

POLICY DISTRIBUTIONS UPON DEATH

Death Provisions

If any Owner, the Annuitant or the Joint Annuitant dies prior to the Annuity
Commencement Date, a Death Benefit will be paid and the Policy will be
terminated. Upon receipt of Due Proof of Death, the Company will pay a Death
Benefit to the Beneficiary equal to the Single Premium paid, less the aggregate
amount of any Income Payments already made. Due Proof of Death is required
within 90 days of death or as soon thereafter as reasonably possible.

On or after the Annuity Commencement Date, any Income Payment due after the
death of the Final Annuitant will be paid when due to the surviving Beneficiary
unless you have otherwise requested. If no Beneficiary survives the Final
Annuitant any Income Payment due will be paid to the Owner or the Owner's
estate. Income Payments due after the death of an Annuitant and/or Joint
Annuitant will depend on the Income Payment Plan and Guaranteed Period chosen
when the Policy was purchased. Life of Virginia will adjust future payments
and/or require the return of previous payments to correct for any overpayments
made on or after the death of an Annuitant and/or Joint Annuitant and prior to
the Company receiving notice of such death(s).

Distribution Rules: The Code requires that if the Owner, Annuitant or any
Joint Annuitant dies on or after the Annuity Commencement Date and before the
entire interest in the Policy has been distributed, the remaining portion of
such interest will be distributed at least as rapidly as under the method of
distribution in effect at the time of such death, notwithstanding any other
provision of the Policy.

CHARGES AND DEDUCTIONS

Charges Against Account 4

Mortality and Expense Risk Charge. A charge will be deducted from each
Investment Subdivision to compensate Life of Virginia for certain mortality and
expense risks assumed in connection with the Policies. The charge will be
deducted daily and equals .003446%) for each day in a Valuation Period. The
effective annual rate of this charge, which is compounded daily, is 1.25% of the
average daily net assets of Account 4. Life of Virginia guarantees that this
charge of 1.25% will never increase. The mortality risk assumed by Life of
Virginia arises from its contractual obligation to make Income Payments
regardless of how long Annuitants or any Joint Annuitants may live. The expense
risk assumed is that expenses incurred in issuing and administering the Policies
will be greater than estimated and, therefore, will exceed the expense charge
limits set by the Policies.

Administrative Expense Charge. A charge will be deducted from each Investment
Subdivision to compensate Life of Virginia for certain administrative expenses
incurred in connection with the Policies. The charge will be deducted daily and
equals .000411% for each day in a Valuation Period. The effective annual rate of
this charge, which is compounded daily, is .15% of the average daily net assets
of Account 4.

Policy Fee

Life of Virginia may deduct a charge from the Single Premium in the form of a
$300 Policy fee to compensate Life of Virginia for certain administrative
expenses incurred in connection with the Policies. If the Single Premium is
$75,000 or greater, the Company will waive the Policy fee.

<PAGE>

Sales Charge

Net Premium Factor. Life of Virginia incurs certain sales and other
distribution expenses when the Policies are issued. The majority of these
expenses consist of commissions paid for sales of these Policies; however, other
distribution expenses are incurred in connection with the printing and mailing
of prospectuses, conducting seminars and other marketing, sales and promotional
activities. To recover a portion of these expenses, a percent of premium charge
may be imposed at the time the Policy is issued. The Net Premium Factor reflects
this charge. Currently Life of Virginia does not impose a sales charge. The Net
Premium Payment is the Single Premium times the Net Premium Factor, less any
charge for premium tax and any policy fee. The Net Premium Payment is the
portion of the Single Premium that is credited to provide Income Payments under
the Policy.

Premium Taxes

Life of Virginia may deduct a charge for any premium taxes incurred. The
premium tax rates incurred by Life of Virginia currently range from 0 to 3.5%.
Any applicable premium tax charge will be deducted from the Single Premium and
used in calculating the Net Premium Payment.

Other Taxes

Under present laws, Life of Virginia will incur state and local taxes (other
than premium or similar taxes) in several states. At present, Life of Virginia
is not making a charge for these taxes but it reserves the right to charge for
such taxes.

Because of its current status under the Code, Life of Virginia does not expect
to incur any federal income tax liability that would be chargeable to Account 4.
Based upon this expectation, no charge is being made currently to Account 4 for
federal income taxes. If, however, Life of Virginia determines that such taxes
may be incurred, it may assess a charge for those taxes from Account 4.

Other Charges

Because Account 4 purchases shares of the Funds, the net assets of each
Investment Subdivision will reflect the investment advisory fee and other
expenses incurred by the investment portfolio of the Fund in which the
Investment Subdivision invests. For more information concerning these charges,
read the individual Fund prospectuses.

FEDERAL TAX MATTERS

Introduction

The following discussion is general in nature and is not intended as tax
advice. The federal income tax consequences associated with the purchase of a
Policy are complex, and the application of the pertinent tax rules to a
particular person may vary according to facts peculiar to that person.

This discussion is based on the law, regulations, and interpretations existing
on the date of this Prospectus. These authorities, however, are subject to
change by Congress, the Treasury Department, and judicial decisions.

This discussion does not address state or other local tax consequences
associated with the purchase of a Policy. In addition, LIFE OF VIRGINIA MAKES NO
GUARANTEE REGARDING ANY TAX TREATMENT -- FEDERAL, STATE, OR LOCAL -- OF ANY
POLICY OR OF ANY TRANSACTION INVOLVING A POLICY.

Non-Qualified Policies

Premium Payments. A purchaser of a Policy that does not qualify for the
special tax treatment discussed below in connection with Policies used as
individual retirement annuities or used in connection with other "Qualified
Plans" may not deduct or exclude from gross income the amount of the premiums
paid. In this discussion, such a Policy is called a "Non-Qualified Policy".

Tax Status of Non-Qualified Policies. Under existing provisions of the Code,
except as described below, interest and investment gains arising under a
Non-Qualified Policy generally are not taxable until amounts are received from
the Policy. However, this rule applies only if (1) the investments of the
Investment Subdivisions are "adequately diversified" in accordance with Treasury
Department regulations, (2) Life of Virginia, rather than the Owner or
Annuitant, is considered the owner of the assets of Account 4 for federal income
tax purposes, and (3) the Policy is treated as owned by an individual.

<PAGE>

(1) Diversification Requirements. Treasury Department regulations prescribe
the manner in which the investments of a separate account such as Account 4 are
to be "adequately diversified." Any failure of Account 4 to comply with the
requirements of these regulations would cause the investment gains of Account 4
to be taxable currently.

Account 4, through the Funds, intends to comply with the diversification
requirements prescribed by Treasury Department regulations. Although Life of
Virginia does not control the investments of the Funds (other than the Life of
Virginia Series Fund, Inc.), it has entered into agreements regarding
participation in the Funds which require the Funds to be operated in compliance
with the requirements prescribed by the Treasury Department.

(2) Ownership Treatment. In certain circumstances, variable contract owners
may be considered the owners, for federal tax purposes, of the assets of a
segregated asset account, such as Account 4, used to support their contracts. In
those circumstances, income and gains from the segregated asset account assets
would be includible in the variable contract owners' gross income annually as
earned. The Internal Revenue Service (the "Service") has stated in published
rulings that a variable contract owner will be considered the owner of
segregated asset account assets if the owner possesses incidents of ownership in
those assets, such as the ability to exercise investment control over the
assets. The Treasury Department has announced, in connection with the issuance
of regulations concerning investment 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, 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 sub-accounts [of a separate account] without being
treated as owners of the underlying assets." As of the date of this Prospectus,
no such guidance has been issued.

The ownership rights under the Policy are similar to, but different in certain
respects from, those addressed by the Service in rulings in which it was
determined that contract owners were not owners of segregated asset account
assets. For example, the Owner of this Policy has the choice of more Funds to
which to allocate premiums, and may be able to reallocate more frequently than
in such rulings. These differences could result in an Owner being considered,
under the standard of those rulings, the owner of the assets of Account 4. To
ascertain the tax treatment of its Owners, Life of Virginia has requested, with
regard to a Policy similar to this Policy, a ruling from the Internal Revenue
Service that it, and not its policyholders, is the owner of the assets of an
insurance segregated asset account for federal income tax purposes. The Service
has informed Life of Virginia that it will not rule on the request until
issuance of the promised guidance referred to in the preceding paragraph.
Because Life of Virginia does not know what standards will be set forth in
regulations or revenue rulings which the Treasury Department has stated it
expects to be issued, Life of Virginia has reserved the right to modify its
practices to attempt to prevent Owners from being considered the owners of the
assets of Account 4. Frequently, if the Service or the Treasury Department sets
forth a new position which is adverse to taxpayers, the position is applied on a
prospective basis only. Thus, if the Service or the Treasury Department were to
issue regulations or a ruling which treated an Owner as the owner of the assets
of Account 4, that treatment might apply only on a prospective basis. However,
if the ruling or regulations were not considered to set forth a new position, an
Owner might retroactively be determined to be the owner of the assets of Account
4.

(3) Non-Natural Owners. In certain circumstances, if an Owner is a
"non-natural" person, such as a corporation or a trust, the Policy would not be
treated as an annuity contract for Federal tax purposes, and income may arise
under the Policy more rapidly than is described below (see Taxation of Annuity
Payments). Policies will generally be treated as held by a natural person if the
nominal owner is a trust or other entity which holds the Policy as an agent for
a natural person. (However, this special exception will not apply in the case of
any employer who is the nominal owner of a Policy under a non-qualified deferred
compensation arrangement for its employees.) In addition, exceptions to the
general rule for non-natural Owners will apply with respect to (1) Policies
acquired by an estate of a decedent by reason of the death of the decedent, (2)
Policies issued in connection with certain qualified retirement plans, (3)
Policies purchased by employers upon the termination of certain qualified
retirement plans, (4) certain Policies used in connection with structured
settlement agreements, and (5) Policies purchased with a single purchase payment
when the Annuity starting date is no later than a year from purchase of the
contract and substantially equal periodic payments are made, not less frequently
than annually, during the annuity period. It is unclear whether the Policy
satisfies the requirements of exception (5).

Taxation of Annuity Payments. Typically a portion of each payment is
includible in income when it is distributed. Normally, the portion of a payment
includible in income equals the excess of the payment over the exclusion amount.
The exclusion amount, in the case of Variable Income Payments is the amount
determined by dividing the "investment in the contract" for the Policy, adjusted
for any period-certain or refund feature, allocated to the variable annuity
option by the number of payments expected to be made (determined by Treasury
Department regulations). Also, in the case of Fixed Income Payments, the
exclusion amount is the amount determined by multiplying the payment by the
ratio of such investment in the contract, adjusted for any period-certain or
refund feature, allocated to the fixed annuity option to the Policy's "expected
return" (determined under Treasury Department regulations). However, payments
which are received after the investment in the contract has been fully recovered
- -- i.e., after the sum of the excludable portions of the payments equal the
investment in the contract -- will be fully includible in income. On the other
hand, should the payments cease because of the death of the Annuitant(s) before
the investment in the contract has been fully recovered,

<PAGE>

the deceased Annuitant (or, in certain cases, the designated beneficiary) is
allowed a deduction for the unrecovered amount. For these purposes, a Policy's
"investment in the contract" generally will equal the Policy's Single Premium.

There may be special income tax issues present in situations where the Owner
and the Annuitant are not the same person or are not married to one another, or
where there is an assignment of rights under a Policy. A tax advisor should be
consulted in those situations.

Taxation of Death Benefit Proceeds. A Death Benefit will be paid if any Owner,
the Annuitant, or any Joint Annuitant dies prior to the Annuity Commencement
Date. Such Death Benefit will only be subject to income taxation to the extent
it exceeds the Policy's "investment in the contract" (as defined above).

Penalty Tax. Certain distributions under the Policy may be subject to a
penalty tax equal to 10% of the portion of the distribution which is includible
in income. The penalty tax generally will not be imposed on distributions under
a Non-Qualified Policy that are made (1) on or after the taxpayer attains age 59
1/2; (2) as part of a series of "substantially equal periodic payments" over the
life (or life expectancy) of the taxpayer or the joint lives (or joint life
expectancies) of the taxpayer and his or her "designated beneficiary" (as
defined in the tax law); (3) under an "immediate annuity" (as that term is
defined in the tax law); or (4) in certain other situations. It is unclear at
this time whether annuity distributions under a Non-Qualified Policy prior to
the taxpayer attaining age 59 1/2 satisfy an exception to the penalty tax.
Accordingly, a prospective purchaser of a Non-Qualified Policy who expects to
receive distributions prior to attaining age 59 1/2 should consult a qualified
tax advisor regarding the application of the penalty tax to those distributions.

Qualified Policies

The Policy may be used in connection with certain qualified retirement plans
which receive favorable tax treatment under the Code ("Qualified Policies").
Specifically, Life of Virginia may offer the Policy for use as an individual
retirement annuity (an "IRA Policy") available to certain eligible individuals,
as a tax sheltered annuity (a "Section 403(b) Policy") that may be purchased on
behalf of an employee by a public educational institution or certain other
tax-exempt employers, and in connection with certain other types of qualified
retirement plans. Prospective purchasers of Qualified Policies should contact
Life of Virginia's Home Office to ascertain the availability of specific types
of Qualified Policies at any given time.

Both the amount of the contribution that may be made, and the tax deduction or
exclusion that the Owner may claim for such contribution, are limited under
Qualified Plans. Because the Policy's minimum Single Premium is greater than the
maximum annual contribution generally permitted under Qualified Plans, use of
the Policy as a Qualified Policy is limited to certain "rollover" transactions
(i.e., including rollovers, trustee-to-trustee transfers, and so-called "Direct
Rollovers," described below).

If the Policy is used as a Qualified Policy, the Owner and Annuitant must be
the same individual. If a Joint Annuitant is named, all distributions made while
the Annuitant is alive must be made to the Annuitant. Also, if a Joint Annuitant
is named who is not the Annuitant's spouse, the Income Payment Plans which are
available may be limited, depending on the difference in Ages between the
Annuitant and Joint Annuitant. Furthermore, the length of any guarantee period
may be limited in some circumstances to satisfy certain minimum distribution
requirements under the Code. In addition, this Policy, when used as a Section
403(b) Policy, generally may not be purchased unless the plan participant has
reached age 59 1/2, separated from service, or become disabled (within the
meaning of the tax law).

If all contributions to the Qualified Plan were either deductible or
excludable from the participant's income, all amounts distributed from the
Policy will be included in the recipient's income when distributed. However, if
some "after-tax" contributions (i.e., contributions that were neither deductible
nor excludable from income when made) were made to the Qualified Plan, then, in
certain circumstances, the Single Premium paid for this Policy will give rise to
an "investment in the contract" and, in consequence, only a portion of each
distribution from the Policy typically would be included in income when it is
distributed. The portion includible in income will be determined applying rules
similar to those described above with respect to annuity payments from
Non-Qualified Policies, generally treating as the investment in the contract the
sum of the after-tax contributions attributable to the Single Premium as of the
time the distribution commences.

In addition, subject to certain exceptions, a penalty tax is imposed on
distributions from certain Qualified Policies equal to 10 percent of the amount
of the distribution includible in income. However, the exceptions include, for
example, that this penalty tax does not apply to distributions made (1) on or
after the participant's attainment of age 59 1/2, (2) on or after death or
because of disability of the participant (as defined in the tax law), or (3) as
part of a series of substantially equal periodic payments over the life (or life
expectancy) of the participant or the joint lives (or joint life expectancies)
of the participant and his or her designated beneficiary (as defined in the tax
law) which, for certain Qualified Policies, must begin after the participant
separates from service. In addition to the foregoing, failure to comply with a
minimum distribution requirement will result in the imposition of a penalty tax
of 50 percent of the amount by which a minimum required distribution exceeds the
actual distribution from the Qualified Plan.

<PAGE>

The requirements of the tax law applicable to qualified retirement plans, and
the tax treatment of amounts held and distributed under such plans, are quite
complex. Accordingly, a prospective purchaser of a Policy to be used in
connection with any such plan should seek competent legal and tax advice
regarding the suitability of the Policy for the situation involved, the
applicable requirements, and the treatment of the rights and benefits under a
Policy so used.

Federal Income Tax Withholding

Amounts which are distributed from a Policy (whether a Non-Qualified Policy or
Qualified Policy), other than "eligible rollover distributions" (described
below), are subject to federal income tax withholding to the extent includible
in income under the federal tax laws. Life of Virginia will withhold federal
income tax from distributions and remit such amounts to the U.S. Government
based on the federal tax rules in effect at the time the distribution is made
unless properly notified by the recipient, at or before the time of the
distribution, that he or she chooses not to have any income taxes withheld.
Other withholding rules may apply to distributions to non-resident aliens.

In the case of any "eligible rollover distribution" from a Qualified Plan,
withholding at a 20% rate by the payor generally is required (i.e., a recipient
may not elect out of withholding). An "eligible rollover distribution" generally
is any portion of a taxable distribution from a Qualified Plan governed by
sections 401(a), 403(a), or 403(b) of the Code, excluding certain amounts (such
as minimum distributions required under section 401(a)(9) of the Code and
distributions which are part of a "series of substantially equal periodic
payments" made not less frequently than annually for the life (or life
expectancy) of the participant, for joint lives (or joint life expectancies) of
the participant and a "designated beneficiary," or for a specified period of 10
years or more). Although a recipient may not elect out of withholding with
respect to such distributions, withholding will not apply if, instead of
receiving the eligible rollover distribution, a "Direct Rollover" is made into
certain other Qualified Plans. (In some circumstances, this Policy may be used
to receive a "Direct Rollover" from another Qualified Plan.)

GENERAL PROVISIONS

The Owner

The Owner or Joint Owners are designated in the Policy. The Owner or Joint
Owners may exercise all of the rights and privileges under the Policy, subject
to the rights of the Annuitant(s) and any Beneficiary named irrevocably, and any
assignee under an assignment filed with Life of Virginia. If the Owner dies
before the Annuitant and on or after the Annuity Commencement Date, the Owner's
Estate will become the sole Owner of the Policy following such a death. If a
Joint Owner dies before the Annuitant and on or after the Annuity Commencement
Date, the surviving Joint Owner will become the sole Owner of the Policy
following such a death. The Owner must also be the Annuitant in order to defer
the Annuity Commencement Date for up to 60 days after the Policy Date.

The Annuitant

The Policy names the Owner or someone else as the Annuitant. A Joint Annuitant
also may be named. Life of Virginia reserves the right to restrict the
designation of a Joint Annuitant to conform to its administrative procedures and
the restrictions of federal and state law.

The Beneficiary

One or more Beneficiary(ies) may be designated by the Owner in an application
or in a written request. If changed, the Beneficiary is as shown in the latest
change filed with Life of Virginia.

Changes By the Owner

During the Annuitant's life, the Owner or Joint Owner may be changed by
written request to the Home Office. The Beneficiary may also be changed if this
right is reserved.

To make a change, a written request must be sent to Life of Virginia at its
Home Office. The request and the change must be in a form satisfactory to Life
of Virginia and must actually be received by the Company. The change will take
effect as of the date the request is signed by the Owner. The change will be
subject to any payment made before the change is recorded by Life of Virginia.

<PAGE>

Evidence of Death, Age, Sex or Survival

Life of Virginia will require proof of death before it acts on Policy
provisions relating to the death of the Owner or other person(s). Life of
Virginia may also require proof of the Age, sex or survival of any person or
persons before acting on any applicable Policy provision.

Payment under the Policies

Life of Virginia will usually pay any Death Benefit within seven days after it
receives Due Proof of Death. Amounts payable may be postponed whenever: (i) 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 Commission; or (ii) the Commission by order permits postponement for the
protection of Owners; or (iii) an emergency exists, as determined by the
Commission, as the result of which disposal of securities is not reasonably
practicable or it is not reasonably practicable to determine the value of the
net assets of Account 4.

Payments under a Policy which are derived from any amount paid to Life of
Virginia by check or draft may be postponed until such time as Life of Virginia
is satisfied that the check or draft has cleared the bank upon which it is
drawn.

Any Death Benefit proceeds that are paid in one lump sum will include interest
from the date of receipt of Due Proof of Death to the date of payment. Interest
will be paid at a rate set by Life of Virginia, or by law if greater. The
minimum interest rate which will be paid is 2.5%. Interest will not be paid
beyond one year or any longer time set by applicable law.

DISTRIBUTION OF THE POLICIES

The Policies will be sold by individuals who, in addition to being licensed to
sell variable annuity policies for Life of Virginia, are also registered
representatives of Forth Financial Securities Corporation, the principal
underwriter of the Policies, or of broker-dealers who have entered into written
sales agreements with the principal underwriter. Forth Financial Securities
Corporation, an affiliate of Life of Virginia, is a Virginia corporation located
at 6610 W. Broad St., Richmond, Virginia 23230. Forth Financial Securities
Corporation is registered with the Commission under the Securities Exchange Act
of 1934 as a broker-dealer and is a member of the National Association of
Securities Dealers, Inc. Forth Financial Securities Corporation also serves as
principal underwriter for variable life insurance policies issued by Life of
Virginia. However, no amounts have been retained by Forth Financial Securities
Corporation for acting as principal underwriter of the Life of Virginia
policies.

Writing agents of Life of Virginia will receive commissions based on a
commission schedule and rules. Commissions depend on the premiums paid. The
agent will receive a commission of up to ___% of the Single Premium paid.

Agents may also be eligible to receive certain bonuses and allowances, as well
as retirement plan credits, based on commissions earned. Field management of
Life of Virginia receives compensation which may be based in part on the level
of agent commissions in their management units. Broker-dealers and their
registered agents will receive first-year and subsequent year commissions
equivalent to the total commissions and benefits received by the field
management and writing agents of Life of Virginia.

VOTING RIGHTS AND REPORTS

To the extent required by law, Life of Virginia will vote the Funds' shares
held in Account 4 at regular and special shareholder meetings of the Funds, in
accordance with instructions received from persons having voting interests in
Account 4. If, however, the 1940 Act or any regulation thereunder should be
amended or if the present interpretation thereof should change, and as a result,
Life of Virginia determines that it is permitted to vote Fund shares in its own
right, it may elect to do so.

The Owner exercises the voting rights under the Policy. The number of votes
will be determined by dividing the reserve for such Policy allocated to the
Investment Subdivision by the Net Asset Value Per Share of the corresponding
Fund. The reserves attributable to a Policy decrease as the Annuitant(s) ages.
Fractional shares will be counted.

The number of votes which the Owner has the right to instruct will be
determined as of the date coincident with the date established by a particular
Fund for determining shareholders eligible to vote at the meeting of that Fund.
Voting instructions will be solicited by written communications prior to such
meeting in accordance with procedures established by that Fund.

Life of Virginia Series Fund, Inc. also serves as an investment vehicle for
variable life insurance policies sold by Life of Virginia. The Funds other than
Life of Virginia Series Fund, Inc. also serve as investment vehicles for
variable life insurance policies sold by

<PAGE>

Life of Virginia as well as for other variable life insurance and variable
annuity policies sold by insurers other than Life of Virginia and funded through
other separate investment accounts. Persons owning all such other policies as
well as the persons receiving Income Payments under all such other policies will
enjoy similar voting rights. Life of Virginia will vote Fund shares held in
Account 4 as to which no timely instructions are received, and Fund shares held
in Account 4 that it owns as a result of "seed money" that it contributed to
Account 4 or as a consequence of accrued charges under the Policies and other
variable annuity policies supported by Account 4, in proportion to the voting
instructions which are received with respect to all policies funded through
Account 4. Each person having a voting interest will receive proxy materials,
reports and other materials relating to the appropriate portfolio.

LEGAL PROCEEDINGS

There are no legal proceedings to which Account 4 is a party or to which the
assets of the Account are subject. Neither Life of Virginia nor Forth Financial
Securities Corporation is involved in any litigation that is of material
importance in relation to its total assets or that refers to Account 4.

<PAGE>

APPENDIX

ILLUSTRATIONS OF VARIABLE INCOME PAYMENTS ASSUMING HYPOTHETICAL FUND PERFORMANCE

The following tables show how investment performance affects variable income
payments, using three different hypothetical assumptions for fund performance.
Each assumption provides for a constant investment return for the period
indicated. The assumed returns are 0%, 6% and 12%, before investment expenses
and other charges made under the policy. (Net of all expenses and charges, these
correspond to net returns of __%, __%, and __% respectively). These returns are
hypothetical figures, and Life of Virginia does not guarantee these returns for
any period of time. The tables are for illustrative purposes only and do not
represent past or future returns.

The variable income payments shown in the tables reflect deduction of all
expenses of the policy. Fund management and operating expenses are assumed to be
deducted at an annual rate of ____% of the average daily net assets, based on
the average of the Fund expenses shown in the fee table on page __. Actual
management and operating expenses of the Funds may be higher or lower, will vary
from time to time, and will depend upon the allocation of variable income
payments to the investment subdivisions. The mortality and expense risk charge
and administrative expense charge are assumed to be deducted at annual rates of
1.25% and 0.15%, respectively, of the average daily net assets of the investment
subdivisions.

Variable income payments will be different from those shown if the actual
performance of the investment subdivisions selected is different from the
returns assumed in the illustration. Since it is likely that the actual return
of an investment subdivision will vary over time, variable income payments can
be expected to fluctuate accordingly. The total amount of income payments
ultimately received will depend upon how long the annuitant lives, and any
guaranteed period for income payments.

One factor used to determine the amount of variable income payments is the
Assumed Interest Rate. In most jurisdictions, the owner can choose the assumed
interest rate, within a range of values set by Life of Virginia. Generally, a
lower AIR provides a smaller initial income payment. However, variable income
payments fluctuate based on the net performance of the subdivisions compared to
the assumed interest rate. Variable income payments increase from one payment
date to the next if the net return of the investment subdivision during the
payment period exceeds the assumed interest rate. Correspondingly, variable
income payments will decrease if the net return is less than the assumed
interest rate. So, a higher AIR requires a larger net return to remain level or
increase from one payment date to the next.

Upon request, Life of Virginia will furnish a customized illustration based on
the individual circumstances of a prospective owner. The illustration will be
based on similar assumptions for investment return as used here, but may contain
other hypothetical rates of return, within ranges established by Life of
Virginia.

<PAGE>

COMMONWEALTH INCOME PLAN ILLUSTRATION
Single Life - Life Income

Annuitant: Jack Frost Guaranteed Period: None
Date of Birth: 12/1/26 Annuity Commencement Date: 12/1/96
Annuity Premium: $100,000 Payment Period: monthly
Premium Tax: 0% Assumed Interest Rate: 3%

This illustration of variable income payments assumes constant investment
returns of 0%, 6% and 12% during the period indicated. These correspond to net
investment returns of __%, __% and __%, respectively, after deduction of all
policy charges and expenses. The actual amount of variable income payments will
depend on the performance of the underlying investment subdivisions selected,
among other factors.

Variable income payments may increase or decrease. There is no minimum dollar
amount of variable income. The assumed interest rate shown above was used to set
the income payment amount. Payments will remain level if the annualized
performance of the investment subdivision(s) selected in each payment period is
equal to the Assumed Interest Rate. The table below shows hypothetical payments
at the beginning of certain policy years. Actual variable income payments vary
from one payment date to the next.

0% Return 6% Return 12% Return
(- . % Net) ( . % Net) ( . % Net)
Age Payment Date

70 01/01/97
71 01/01/98
72 01/01/99
73 01/01/00
74 01/01/01
75 01/01/02
80 01/01/07
85 01/01/12
90 01/01/17

[GRAPHIC OMITTED]

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ARE ILLUSTRATIVE ONLY AND
SHOULD NOT BE DEEMED TO REPRESENT PAST OR FUTURE INVESTMENT PERFORMANCE. ACTUAL
RATES OF RETURN MAY BE MORE OR LESS THAN THOSE SHOWN, AND MAY VARY. RESULTS WILL
ALSO DIFFER IF THE ACTUAL AVERAGE RATE OF RETURN FOR THE PERIOD EQUALS THE RATE
SHOWN BUT FLUCTUATES DURING THE PERIOD.

<PAGE>

COMMONWEALTH INCOME PLAN ILLUSTRATION
Single Life - Life Income with Period Certain

Annuitant: Jack Frost Guaranteed Period: 10 Year
Date of Birth: 12/1/26 Annuity Commencement Date: 12/1/96
Annuity Premium: $100,000 Payment Period: monthly
Premium Tax: 0% Assumed Interest Rate: 3%

0% Return 6% Return 12% Return
(- . % Net) ( . % Net) ( . % Net)
Age Payment Date

70 01/01/97
71 01/01/98
72 01/01/99
73 01/01/00
74 01/01/01
75 01/01/02
80 01/01/07
85 01/01/12
90 01/01/17

[GRAPHIC OMITTED]

<PAGE>

COMMONWEALTH INCOME PLAN ILLUSTRATION
Single Life - Life Income with Cash Refund

Annuitant: Jack Frost Guaranteed Period: Cash Refund
Date of Birth: 12/1/26 Annuity Commencement Date: 12/1/96
Annuity Premium: $100,000 Payment Period: monthly
Premium Tax: 0% Assumed Interest Rate: 3%

0% Return 6% Return 12% Return
(- . % Net) ( . % Net) ( . % Net)
Age Payment Date

70 01/01/97
71 01/01/98
72 01/01/99
73 01/01/00
74 01/01/01
75 01/01/02
80 01/01/07
85 01/01/12
90 01/01/17

[GRAPHIC OMITTED]

<PAGE>

COMMONWEALTH INCOME PLAN ILLUSTRATION
Joint Life - Life Income

Annuitant: Jack Frost Guaranteed Period: None
Date of Birth: 12/1/26 Annuity Commencement Date: 12/1/96
Annuity Premium: $100,000 Payment Period: monthly
Premium Tax: 0% Assumed Interest Rate: 3%

0% Return 6% Return 12% Return
(- . % Net) ( . % Net) ( . % Net)
Age Payment Date

70 01/01/97
71 01/01/98
72 01/01/99
73 01/01/00
74 01/01/01
75 01/01/02
80 01/01/07
85 01/01/12
90 01/01/17

[GRAPHIC OMITTED]

<PAGE>

COMMONWEALTH INCOME PLAN ILLUSTRATION
Joint Life - Life Income with Period Certain

Annuitant: Jack Frost Guaranteed Period: 10 Year
Date of Birth: 12/1/26 Annuity Commencement Date: 12/1/96
Annuity Premium: $100,000 Payment Period: monthly
Premium Tax: 0% Assumed Interest Rate: 3%

0% Return 6% Return 12% Return
(- . % Net) ( . % Net) ( . % Net)
Age Payment Date

70 01/01/97
71 01/01/98
72 01/01/99
73 01/01/00
74 01/01/01
75 01/01/02
80 01/01/07
85 01/01/12
90 01/01/17

[GRAPHIC OMITTED]

<PAGE>

COMMONWEALTH INCOME PLAN ILLUSTRATION
Joint Life - Life Income with Cash Refund

0% Return 6% Return 12% Return
(- . % Net) ( . % Net) ( . % Net)
Age Payment Date

70 01/01/97
71 01/01/98
72 01/01/99
73 01/01/00
74 01/01/01
75 01/01/02
80 01/01/07
85 01/01/12
90 01/01/17

[GRAPHIC OMITTED]

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS

Page

The Life Insurance Company of Virginia......................................3
Termination of Participation Agreements.....................................3
Federal Tax Matters.........................................................3
Taxation of Life of Virginia..............................................3
IRS Required Distributions................................................4
General Provisions..........................................................5
Using the Policies as Collateral..........................................5
Non-Participating.........................................................5
Misstatement of Age or Sex................................................5
Incontestability..........................................................5
Annual Statement..........................................................5
Written Notice............................................................5
Distribution of the Policies................................................6
Legal Developments Regarding Employment-Related Benefit Plans...............6
Additions, Deletions, or Substitutions......................................6
State Regulation of Life of Virginia........................................6
Legal Matters...............................................................7
Experts.....................................................................7
Financial Statements........................................................7

<PAGE>

THE LIFE INSURANCE COMPANY OF VIRGINIA
SEPARATE ACCOUNT 4

STATEMENT OF ADDITIONAL INFORMATION
FOR THE
SINGLE PREMIUM VARIABLE IMMEDIATE ANNUITY POLICY
FORM P1711 1/97

OFFERED BY

THE LIFE INSURANCE COMPANY OF VIRGINIA
(A Virginia Stock Corporation)
6610 W. Broad Street
Richmond, Virginia 23230

This Statement of Additional Information expands upon subjects discussed in the
current Prospectus for the above-named Single Premium Variable Immediate Annuity
Policy ("Policy") offered by The Life Insurance Company of Virginia. You may
obtain a copy of the Prospectus dated ____________ by calling (800) 352-9910, or
writing to The Life Insurance Company of Virginia, 6610 W. Broad Street,
Richmond, Virginia 23230. Terms used in the current Prospectus for the Policy
are incorporated in this Statement.

THIS STATEMENT OF ADDITIONAL INFORMATION IS
NOT A PROSPECTUS AND SHOULD BE READ ONLY
IN CONJUNCTION WITH THE PROSPECTUS FOR THE POLICY.

Dated ___________________

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

TABLE OF CONTENTS

Page

The Life Insurance Company of Virginia................................. 3

Termination of Participation Agreements................................ 3

Federal Tax Matters.....................................................3
Taxation of Life of Virginia..........................................3
IRS Required Distributions............................................4

General Provisions......................................................5
Using the Policies as Collateral......................................5
Non-Participating.....................................................5
Misstatement of Age or Sex............................................5
Incontestability......................................................5
Annual Statement......................................................5
Written Notice........................................................5

Distribution of the Policies............................................6

Legal Developments Regarding Employment-Related Benefit Plans...........6

Additions, Deletions, or Substitutions of Investments...................6

State Regulation of Life of Virginia....................................6

Legal Matters...........................................................7

Experts.................................................................7

Financial Statements....................................................7

<PAGE>

THE LIFE INSURANCE COMPANY OF VIRGINIA

The Life Insurance Company of Virginia ("Life of Virginia") has operated as a
stock life insurance company since March 21, 1871 under a charter granted by the
Commonwealth of Virginia and has done business continuously since that time as
"The Life Insurance Company of Virginia."

80% of the capital stock of Life of Virginia is owned by General Electric
Capital Assurance Company ("GECA"). The remaining 20% is owned by GE Life
Insurance Group, In. ("GELIG"). GECA and GELIG are indirectly wholly-owned
subsidiaries of GE Capital. GE Capital, a New York corporation, is a
diversified financial services company. GE Capital's subsidiaries consist of
commercial and industrial specialized, mid-market and indirect consumer
financing businesses. GE Capital's parent, General Electric Company, founded
more than one hundred years ago by Thomas Edison, is the world's largest
manufacturer of jet engines, engineering plastics, medical diagnostic
equipment and large-sized electric power generation equipment.

GNA Corporation indirectly owns the stock of Forth Financial Securities
Corporation (a broker/dealer registered with the Commission, which acts as
principal underwriter for the Policies).

TERMINATION OF PARTICIPATION AGREEMENTS

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

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

Life of Virginia Series Fund, Inc. This agreement may be terminated by either
party on 360 days' written notice to the other.

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

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

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

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

FEDERAL TAX MATTERS

Taxation of Life of Virginia

Life of Virginia does not expect to incur any federal income tax liability
attributable to investment income or capital gains retained as part of the
reserves under the Policies. (See Federal Tax Matters, p. ___.) Based upon these
expectations, no charge is being made currently to Account 4 for federal income
taxes which may be attributable to the Account. Life of Virginia will
periodically review the question of a charge to Account 4 for federal income
taxes related to the Account. Such a charge may be made in future years if Life
of Virginia believes that it may incur federal income taxes. This might become
necessary if the tax treatment of Life of Virginia is

<PAGE>

ultimately determined to be other than what Life of Virginia currently believes
it to be, if there are changes made in the federal income tax treatment of
annuities at the corporate level, or if there is a change in Life of Virginia's
tax status. In the event that Life of Virginia should incur federal income taxes
attributable to investment income or capital gains retained as part of the
reserves under the Policies, the Account Value would be correspondingly adjusted
by any provision or charge for such taxes.

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

IRS Required Distributions

The Non-Qualified Policies contain provisions which are intended to comply
with the minimum distribution requirements of section 72(s) of the Code,
although no regulations interpreting these requirements have yet been issued.
Life of Virginia intends to review such provisions and modify them if necessary
to assure that they comply with the requirements of Code section 72(s) when
clarified by regulation or otherwise.

Other minimum distribution rules apply to Qualified Policies.

<PAGE>

GENERAL PROVISIONS

Using the Policies as Collateral

A Non-Qualified Policy can be assigned provided the Owner is the same person
as the Annuitant and a Joint Annuitant is not named in the Policy. Life of
Virginia must be notified in writing if a Policy is assigned. Life of Virginia
is not responsible for the validity of an assignment. An Owner's/Annuitant's
rights and the rights of a Beneficiary may be affected by an assignment.

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

Non-Participating

The Policy is not a participating Policy. No dividends are payable.

Misstatement of Age or Sex

If an Annuitant(s) Age or sex was misstated by the applicant and used to
calculate benefits, any Policy benefits or proceeds, or availability thereof,
will be determined using the correct Age and sex.

Incontestability

Life of Virginia will not contest the Policy.

Annual Statement

Within 30 days after each Policy Anniversary, Life of Virginia will send the
Owner an annual statement. The statement will show Income Payments made during
the Policy year, Annuity Units and Unit Values.

Written Notice

Any written notice should be sent to Life of Virginia at its Home Office at
6610 West Broad Street, Richmond, Virginia 23230. The Policy number and the
Annuitant(s) full name must be included.

Life of Virginia will send all notices to the Owner at the last known address
on file with the Company.

<PAGE>

DISTRIBUTION OF THE POLICIES

Forth Financial Securities Corporation, the principal underwriter of the
Policies, is registered with the Securities and Exchange Commission under the
Securities Exchange Act of 1934 as a broker-dealer and is member of the National
Association of Securities Dealers, Inc.

The Policies are offered to the public through brokers licensed under the
federal securities laws and state insurance laws that have entered into
agreements with Forth Financial Securities Corporation. The offering is
continuous and Forth Financial Securities Corporation does not anticipate
discontinuing the offering of the Policies. However, Life of Virginia does
reserve the right to discontinue the offering of the Policies.

LEGAL DEVELOPMENTS REGARDING EMPLOYMENT-RELATED BENEFIT PLANS

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

ADDITIONS, DELETIONS, OR SUBSTITUTIONS OF INVESTMENTS

Life of Virginia reserves the right, subject to compliance with applicable
law, to make additions to, deletions from, or substitutions for the shares of
the Funds that are held by Account 4 or that Account 4 may purchase. If the
shares of a Fund are no longer available for investment or if in its judgment
further investment in any portfolio should become inappropriate in view of the
purposes of Account 4, Life of Virginia reserves the right to eliminate the
shares of any of the Funds and to substitute shares of another Fund. Life of
Virginia will not substitute any shares attributable to an Owner's Account Value
in Account 4 without notice and prior approval of the Commission, to the extent
required by the 1940 Act or other applicable law. Nothing contained herein shall
prevent Account 4 from purchasing other securities for other series or classes
of policies or from permitting a conversion between portfolios or classes of
policies on the basis of requests made by Owners.

Life of Virginia also reserves the right to establish additional Investment
Subdivisions of Account 4, each of which would invest in a Fund, or in shares of
another Fund. New Investment Subdivisions may be established when, in the sole
discretion of Life of Virginia, marketing, tax or investment conditions warrant,
and any new Investment Subdivisions may be made available to existing Owners on
a basis to be determined by Life of Virginia. One or more Investment
Subdivisions may also be eliminated if, in the sole discretion of Life of
Virginia, marketing, tax, or investment conditions warrant.

In the event of any such substitution or change, Life of Virginia may, by
appropriate endorsement, make such changes in these and other policies as may be
necessary or appropriate to reflect such substitution or change. If deemed by
Life of Virginia to be in the best interests of persons having voting rights
under the Policies, and, if permitted by law, Life of Virginia may deregister
Account 4 under the 1940 Act in the event such registration is no longer
required; manage Account 4 under the direction of a committee; or combine
Account 4 with other Life of Virginia separate accounts. To the extent permitted
by applicable law, Life of Virginia may also transfer the assets of Account 4
associated with the Policies to another separate account. In addition, Life of
Virginia may, when permitted by law, restrict or eliminate any voting rights of
Owners or other persons who have voting rights as to Account 4.

STATE REGULATION OF LIFE OF VIRGINIA

Life of Virginia, a stock life insurance company organized under the laws of
Virginia, is subject to regulation by the State Corporation Commission of the
Commonwealth of Virginia. An annual statement is filed with the Virginia
Commissioner of Insurance on or before March 1 of each year covering the
operations and reporting on the financial condition of Life of Virginia as of
December 31 of the preceding year. Periodically, the Commissioner of Insurance
examines the liabilities and reserves of Life of Virginia and Account 4 and
certifies their adequacy, and a full examination of Life of Virginia's
operations is conducted by the State Corporation Commission, Bureau of Insurance
of the Commonwealth of Virginia at least once every five years.

<PAGE>

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

LEGAL MATTERS

Sutherland, Asbill & Brennan of Washington, D.C. has provided advice on
certain legal matters relating to federal securities laws applicable to the
issue and sale of the Policies.

EXPERTS

The consolidated financial statements of The Life Insurance Company of
Virginia and subsidiaries, the financial statements of Life of Virginia Separate
Account 4, and the related financial statement schedules appearing in this
Registration Statement have been audited by __________________, independent
auditors, as set forth in their reports thereon appearing in the Registration
Statement and are included in reliance upon such reports given upon the
authority of such firm as experts in accounting and auditing.

FINANCIAL STATEMENTS

This Statement of Additional Information contains financial statements for
Life of Virginia Separate Account 4 as of December 31, _____.

The consolidated financial statements of The Life Insurance Company of
Virginia and subsidiaries included herein should be distinguished from the
financial statements of Account 4 and should be considered only as bearing on
the ability of Life of Virginia to meet its obligations under the Policy.

Such consolidated financial statements of The Life Insurance Company of
Virginia and subsidiaries should not be considered as bearing on the investment
performance of the assets held in Account 4.

<PAGE>

PART C

OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) Financial Statements

All required financial statements are included in Part B of this
Registration Statement.

(b) Exhibits

(1)(a) Resolution of Board of Directors of Life of Virginia authorizing
the establishment of Separate Account 4. 1/

(1)(b) Resolution of Board of Directors of Life of Virginia authorizing
the establishment of additional investment subdivisions of
Separate Account 4, investing in shares of the Asset Manager
Portfolio of the Fidelity Variable Insurance Products Fund II and
the Balanced Portfolio of the Advisers Management Trust. 1/

(1)(c) Resolution of Board of Directors of Life of Virginia authorizing
the establishment of additional investment subdivisions of
Separate Account 4, investing in shares of the Growth Portfolio,
the Aggressive Growth Portfolio, and the Worldwide Growth
Portfolio of the Janus Aspen Series. 4/

(1)(d) Resolution of Board of Directors of Life of Virginia authorizing
the establishment of twenty-two (22) additional subdivisions of
Separate Account 4, investing in shares of Money Market
Portfolio, High Income Portfolio, Equity-Income Portfolio,
Growth Portfolio and Overseas Portfolio of the Variable
Insurance Products Fund; Asset Manager Portfolio of the Variable
Insurance Products Fund II; Money Market Portfolio, Government
Securities Portfolio, Common Stock Index Portfolio, Total Return
Portfolio of the Life of Virginia Series Fund, Inc.; Limited
Maturity Bond Portfolio, Growth Portfolio and Balanced Portfolio
of the Neuberger & Berman Advisers Management Trust; Growth
Portfolio, Aggressive Growth Portfolio, and Worldwide Growth
Portfolio of the Janus Aspen Series; Money Fund, High Income
Fund, Bond Fund, Capital Appreciation Fund, Growth Fund,
Multiple Strategies Fund of the Oppenheimer Variable Account
Funds. 4/
(1)(e) Resolution of Board of Directors of Life of Virginia authorizing
the establishment of three additional investment subdivisions of
Separate Account 4, investing in shares of the Utility Fund and
Corporate Bond Fund of the Insurance Management Series, and the
Contrafund Portfolio of the Variable Insurance Products Fund II.
6/

(1)(f) Resolution of Board of Directors of Life of Virginia authorizing
the establishment of two additional investment subdivisions of
Separate Account 4, investing in shares of the International
Equity Portfolio and the Real Estate Securities Portfolio of
Life of Virginia Series Fund. 7/

(1)(g) Resolution of Board of Directors of Life of Virginia authorizing
the establishment of four additional investment subdivisions of
Separate Account 4, investing in shares of the American Growth
Portfolio and the American Small Capitalization Portfolio of The
Alger American Fund, and the Growth Portfolio and Flexible Income
Portfolio of the Janus Aspen Series. 8/

(1)(h) Resolution of Board of Directors of Life of Virginia authorizing
the establishment of two additional investment subdivisions of
Separate Account 4, investing in shares of the Federated American
Leaders Fund II of the Federated Insurance Series, and the
International Growth Portfolio of the Janus Aspen Series. 9/

(2).. Not Applicable.

(3)(a) Underwriting Agreement between The Life Insurance Company of
Virginia and Forth Financial Securities Corporation 1/
(i) Underwriting Agreement dated April 2, 1996 between The Life
Insurance Company of Virginia and Forth Financial Securities
Corporation.9/
1

<PAGE>

(b) Dealer Sales Agreement.1/

(4)(a) Form of Policy.

(b) Endorsements to Policy.
(i) IRA Endorsement
(ii) Section 403(b) Endorsement
(iii)Pension Endorsement - to be added by Amendment

(5)(a) Form of Application.

(6)(a) Certificate of Incorporation of The Life Insurance Company of
Virginia. 1/

(b) By-Laws of The Life Insurance Company of Virginia. 1/

(7) Not Applicable.

(8)(a) Participation Agreement among Variable Insurance Products Fund,
Fidelity Distributors Corporation, and The Life Insurance
Company of Virginia. 1/

(a)(i) Amendment to Participation Agreement Referencing Policy Form
Numbers. 1/

(a)(ii) Amendment to Participation Agreement among Variable Insurance
Products Fund II, Fidelity Distributors Corporation, and The
Life Insurance Company of Virginia. 9/

(a)(iii)Amendment to Participation Agreement among Variable Insurance
Products Fund, Fidelity Distributors Corporation, and The Life
Insurance Company of Virginia. 9/

(b) Agreement between Oppenheimer Variable Account Funds,
Oppenheimer Management Corporation, and The Life Insurance
Company of Virginia. 1/

(b)(i) Amendment to Agreement between Oppenheimer Variable Account
Funds, Oppenheimer Management Corporation, and The Life
Insurance Company of Virginia. 1/

(c) Participation Agreement among Variable Insurance Products
Fund II, Fidelity Distributors Corporation and The Life
Insurance Company of Virginia. 1/

(d) Participation Agreement between Janus Capital Corporation and
The Life Insurance Company of Virginia. 4/

(e) Participation Agreement between Insurance Management Series,
Federated Securities Corp., and The Life Insurance Company of
Virginia. 6/

(f) Participation Agreement between The Alger American Fund, Fred
Alger and Company, Inc., and The Life Insurance Company of
Virginia. 8/

(9) Opinion and Consent of Counsel.

(10)(a) Consent of Sutherland, Asbill and Brennan.

(b) Consent of Independent Auditors.

(11) Not Applicable.

(12). Not Applicable.

(13). Schedule showing computation for Performance Data

(14). Power of Attorney 3/

(a) Power of Attorney dated April 2, 1996. 9/

<PAGE>

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

1/ Incorporated herein by reference to post-effective amendment number 8 to
the Registrant's registration statement on Form N-4, File No. 33-17428,
filed with the Securities and Exchange Commission on April 24, 1992.

2/ Incorporated herein by reference to post-effective amendment number 9 to
the Registrant's registration statement on Form N-4, File No. 33-17428,
filed with the Securities and Exchange Commission on March 2, 1993.

3/ Incorporated herein by reference to post-effective amendment number 10 to
the Registrant's registration statement on Form N-4, File No. 33-17428,
filed with the Securities and Exchange Commission on April 29, 1993.

4/ Incorporated herein by reference to initial Registration Statement on Form
N-4, File No. 33-76334, filed with the Securities and Exchange Commission
on March 11, 1994.

5/ Incorporated herein by reference to pre-effective amendment number 1 to the
Registrant's registration statement on Form N-4, File No. 33-76334, filed
with the Securities and Exchange Commission on April 14, 1994.

6/ Incorporated herein by reference to post-effective amendment number 1 to
the Registrant's registration statement on Form N-4, File No. 33-76334,
filed with the Securities and Exchange Commission on January 3, 1995.

7/ Incorporated herein by reference to post-effective amendment number 2 to
the Registrant's registration statement on Form N-4, File No. 33-76334,
filed with the Securities and Exchange Commission on April 28, 1995.

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

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

<PAGE>

Item 25. Directors and Officers of Life of Virginia

Name and Principal Positions and Offices
Business Address* with Depositor

Paul E. Rutledge III** President, Chief Operating Officer and
Director

John J. Palmer** Senior Vice President and Director

H. Gaylord Hodges, Jr.** Senior Vice President and Director

William D. Baldwin** Senior Vice President and Director

Selwyn L. Flournoy, Jr.** Senior Vice President and Director

Robert A. Bowen** Senior Vice President and Director

Linda L. Lanam** Vice President, Senior Counsel, Secretary
and Director

Robert D. Chinn Senior Vice President - Agency

Thomas A. Barefield Senior Vice President - Special Markets

Michael N. Weitz Senior Vice President - Brokerage

Elliot A. Rosenthal Vice President - Investment Products and
Senior Investment Officer

Victor C. Moses*** Director

Geoffrey S. Stiff*** Director

- -------------------------------------------------------------------------------
* The principal business address of each person listed, unless otherwise
indicated, is The Life Insurance Company of Virginia, 6610 W. Broad Street,
Richmond, VA 23230.

** Messrs. Baldwin, Bowen, Hodges, Palmer, Rutledge, Flournoy, Weitz, Rosenthal
and Ms. Lanam are members of the Executive Committee of the Board of Directors
of Life of Virginia.

***The principal business address of these individuals is GNA Corporation, Two
Union Square, 601 Union Street, Seattle, WA 98101.
- -------------------------------------------------------------------------------

Item 26. Persons Controlled by or Under Common Control With the Depositor or
Registrant

80% of the capital stock of The Life Insurance Company of Virginia, the
Depositor, is owned by General Electric Capital Assurance Company ("GECA"). The
remaining 20% of owned by General Electric Capital Corporation ("GE Capital").
GECA is an indirectly, wholly-owned subsidiary of GE Capital. The Registrant,
Life of Virginia Separate Account 4, is a segregated asset account of Life of
Virginia.

Item 27. Number of Policyowners

Not applicable

<PAGE>

Item 28. Indemnification

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

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

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

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

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

(d) Expenses (including attorneys' fees) incurred in defending an action, suit
or proceeding, whether civil, criminal, administrative, arbitrative or
investigative, may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding as authorized in the manner
provided in subsection (c) upon receipt of an undertaking by or on behalf
of the director, officer or employee to repay such amount to the

<PAGE>

Corporation unless it shall ultimately be determined that he is entitled
to be indemnified by the Corporation as authorized in this Article.

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

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

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

* * *

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

Item 29. Principal Underwriters

(a) Forth Financial Securities Corporation is the principal underwriter of the
Policies as defined in the Investment Company Act of 1940, and is also the
principal underwriter for flexible premium variable life insurance
policies issued through Life of Virginia Separate Accounts I, II and III.

(b) Name and Principal Positions and Offices
Business Address* with Underwriter

John J. Palmer President and Director

Robert Z. Peranski Director

William D. Baldwin Director

Scott R. Reeks Vice President / Manager of Operations,
Treasurer and
Compliance Officer

Linda L. Lanam Secretary

William E. Daner, Jr. General Counsel & Director

Robert D. Chinn Director

John L. Knowles Director

Thomas A. Barefield Director

* The principal business address of all listed above is 6610 West Broad Street,
Richmond, Virginia 23230.

<PAGE>

Item 30. Location of Accounts and Records

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

Item 31. Management Services

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

Item 32. Undertakings

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

(b) Registrant undertakes that it will include either (1) as part of any
application to purchase a contract offered by the prospectus, a space that
an applicant can check to request a Statement of Additional Information,
or (2) a post card or similar written communication affixed to or included
in the Prospectus that the applicant can remove to send for a Statement of
Additional Information.

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

STATEMENT PURSUANT TO RULE 6c-7

Life of Virginia offers and will offer Policies to participants in the Texas
Optional Retirement Program. In connection therewith, Life of Virginia and
Account 4 rely on 17 C.F.R. Section 270.6c-7 and represent that the provisions
of paragraphs (a)-(d) of the Rule have been or will be complied with.

SECTION 403(b) REPRESENTATIONS

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

<PAGE>

SIGNATURES

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

Life of Virginia Separate Account 4
(Registrant)

By:__________________________________________
John J. Palmer
Senior Vice President
The Life Insurance Company of Virginia

The Life Insurance Company of Virginia
(Depositor)

By:__________________________________________
John J. Palmer
Senior Vice President

<PAGE>

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

Signature Title Date

<S> <C>

PAUL E. RUTLEDGE III* Director, President and Chief Operating Officer 1/31/97
Paul E. Rutledge III

Senior Vice President and Director 1/31/97
John J. Palmer

H. GAYLORD HODGES, JR.* Senior Vice President and Director 1/31/97
H. Gaylord Hodges, Jr.

WILLIAM D. BALDWIN* Senior Vice President and Director 1/31/97
William D.Baldwin

SELWYN L. FLOURNOY, JR.* Senior Vice President, Director (Principal 1/31/97
Selwyn L. Flournoy, Jr. Financial and Accounting Officer)

ROBERT A. BOWEN** Director 1/31/97
Robert A. Bowen

LINDA L. LANAM** Director 1/31/97
Linda L. Lanam

MICHAEL N. WEITZ*** Director 1/31/97
Michael N. Weitz

ELLIOT A. ROSENTHAL*** Director 1/31/97
Elliot A. Rosenthal

VICTOR C. MOSES*** Director 1/31/97
Victor C. Moses

GEOFFREY S. STIFF*** Director 1/31/97
Geoffrey S. Stiff

By _______________________________, pursuant to Power of Attorney executed on *
February 10, 1992, ** February 23, 1993, and ***April 2, 1996.

9
</TABLE>

<PAGE>

Exhibit List

Page

(4)(a)
Form of Policy

(4)(b)
Endorsements to Policy
(i) Individual Retirement Annuity Endorsement
(ii) Section 403(b) Annuity Endorsement

(5)(a)
Form of Application

(9)
Consent of Counsel

(10)(a)
Consent of Counsel

(10)(b)
Consent of Independent Auditors

<PAGE>

(4)(a)

<PAGE>

SINGLE PREMIUM VARIABLE

IMMEDIATE ANNUITY POLICY
--------------------------------------

To the policyowner:

Please read your policy carefully. This policy is a legal contract between you
and the Company. The Annuitant and any Joint Annuitant are named in the policy.
We will make Variable and/or Fixed Income Payments to the Annuitant(s) beginning
on the date shown on page 3.

THIS POLICY'S VARIABLE INCOME PAYMENTS DEPEND ON THE INVESTMENT EXPERIENCE OF
THE SEPARATE ACCOUNT WHICH VARIES DAILY, AND MAY BE POSITIVE OR NEGATIVE. THEY
ARE NOT GUARANTEED AS TO DOLLAR AMOUNT.

RIGHT TO CANCEL. You may return this policy to our Home Office within 10 days
after its delivery for a refund equal to the Cancellation Payment.

For The Life Insurance Company of Virginia

/s/Paul E. Rutledge

PRESIDENT

o Single Premium Variable Immediate Annuity
o Income Payments for period specified
o No dividends
o Some values and benefits reflect investment experience

THE LIFE INSURANCE
COMPANY OF VIRGINIA

6610 West Broad Street, Richmond, Virginia 23230

A STOCK COMPANY

<PAGE>

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

Policy Data....................................... 3
Definitions....................................... 4
Introduction...................................... 6
Separate Account.................................. 6
Premiums.......................................... 7
Income Payments................................... 8
Transfers......................................... 9
Owner, Annuitant and Beneficiary.................. 9
Death Benefit..................................... 10
General Information............................... 10
Copies of any application, riders and endorsements follow page 11.

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

AGE - The Age of the Annuitant(s) as of the Policy Date as shown on page 3.

ANNUITANT - The person named on page 3 whose Age and sex are used in determining
the amount of the Income Payments. The Annuitant receives the Income Payments if
no Joint Annuitant is named on page 3. If a Joint Annuitant is named on page 3,
then the Annuitant receives the Income Payments in conjunction with the Joint
Annuitant. The Annuitant cannot be changed.

ANNUITANT(S) - The Annuitant and any Joint Annuitant.

ANNUITY - Benefits in the form of a series of Income Payments.

ANNUITY COMMENCEMENT DATE - The date that is one Payment Period prior to the
date of the initial Income Payment.

ANNUITY UNIT - Unit of measure used to calculate Variable Income Payments.

ASSUMED INTEREST RATE - The interest rate chosen by the Owner at issue that is
used to calculate the number of Annuity Units and Unit Values. The Assumed
Interest Rate is shown on page 3 and in any application.

BENEFICIARY - Person(s) to whom a death benefit, if any, will be paid. Person(s)
to whom any Income Payments due after the death of the Final Annuitant will be
paid.

CANCELLATION PAYMENT - The amount that will be paid to the Owner if the Policy
is returned for a refund as provided in the Right To Cancel provision on the
cover. (See General Information.)

THE COMPANY - The Life Insurance Company of Virginia. "We", "us" or "our"
refers to the Company.

DUE DATE - Date as of which Income Payments are scheduled to be paid based on
the date of the initial Income Payment and the Payment Period.

FINAL ANNUITANT - Annuitant if no Joint Annuitant is named at issue. Surviving
Annuitant if an Annuitant and a Joint Annuitant are named at issue and one dies.

FIXED INCOME PAYMENT - The portion of the Income Payment shown on page 3 that is
supported by the General Account and which does not vary in amount based on the
investment experience of the Separate Account.

FUND - Any open-end management investment company or investment portfolio
thereof, or unit investment trust or series thereof, in which an Investment
Subdivision invests.

<PAGE>

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

GUARANTEED PERIOD - We will make Income Payments to the Annuitant(s) or the
Beneficiary for any minimum period shown on page 3.

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

INCOME PAYMENT - One of a series of periodic payments made by the Company to the
Annuitant(s). The Income Payment is the sum of any Fixed Income Payment and any
Variable Income Payment.

INCOME PAYMENT PLAN - The plan shown on page 3 which along with the Age and sex
of the Annuitant(s) determines the amount and duration of benefits available
under this Policy. The Income Payment Plan cannot be changed.

INVESTMENT SUBDIVISION - Subdivision of the Separate Account, the assets of
which are invested exclusively in a corresponding Fund.

JOINT ANNUITANT - The person named on page 3 who receives the Income Payments
along with the Annuitant. The Age and sex of the Joint Annuitant are used in
combination with the Annuitant's Age and sex in determining the amount of the
Income Payments. A Joint Annuitant cannot be changed.

NET ASSET VALUE PER SHARE - Value per share of any Fund at the end of any
Valuation Period. The method of computing the Net Asset Value Per Share is
described in the prospectus for the Fund.

NET PREMIUM FACTOR - The factor shown on page 3 that reflects the deduction from
the single premium used in calculating the Net Premium Payment.

NET PREMIUM PAYMENT - Single premium times the Net Premium Factor, less any
premium tax and any policy fee deducted from the single premium. The premium tax
rate and any policy fee are shown on page 3.

OWNER / JOINT OWNERS - The Owner or Joint Owners of the Policy as shown on page
3 and in any application. "You" or "your" refers to the Owner or Joint Owners.

PAYMENT PERIOD - Period that indicates the frequency of Income Payments. The
Payment Period is shown on page 3.

POLICY - This contract with any application and any riders and endorsements.

POLICY ANNIVERSARY - Same date in each Policy year as the Policy Date.

POLICY DATE - Date as of which the Company issues the Policy and as of which the
Policy becomes effective. The Policy Date is shown on page 3 and is used to
determine Policy years and Policy Anniversaries.

SEPARATE ACCOUNT - The segregated asset account of the Company shown on page 3.

SURVIVOR INCOME PAYMENTS - Income Payments that we will pay to the Final
Annuitant if a Joint Annuitant is named at issue and the Annuitant or Joint
Annuitant dies. We will pay Survivor Income Payments as specified on page 3.

UNIT VALUE - Unit of measure used to calculate the value of Annuity Units for
each Investment Subdivision.

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

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

VARIABLE INCOME PAYMENT - The portion of the Income Payment shown on page 3 that
varies in amount from one Income Payment to the next based on the investment
experience of one or more Investment Subdivisions.

VARIABLE PAYOUT RATE - Factor used to calculate the number of Annuity Units. The
Variable Payout Rate reflects the frequency and duration of Income Payments, and
the Assumed Interest Rate. The Variable Payout Rate is shown on page 3.

<PAGE>

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

In return for the single premium and any application, we will pay
Income Payments to the Annuitant(s). If a Joint Annuitant is named at
issue, we will pay Survivor Income Payments to the Final Annuitant.
Specifications for Income Payments are shown on page 3 and include:
(1) date of first Income Payment;
(2) frequency of Income Payments (Payment Period); and
(3) any guaranteed duration of Income Payments (Guaranteed Period).

At the death of the Final Annuitant, Income Payments for any remaining
Guaranteed Period will be paid to the Beneficiary when due.

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

The Separate Account named on page 3 supports the operation of this Policy and
certain other variable annuity policies we may offer. We will not allocate
assets to the Separate Account to support the operation of any contracts or
policies that are not variable annuities.

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

The Separate Account is registered with the Securities and Exchange Commission
as a unit investment trust under the Investment Company Act of 1940. The
Separate Account is also subject to laws of the Commonwealth of Virginia which
regulate the operations of insurance companies incorporated in Virginia. The
investment policy of the Separate Account will not be changed without the
approval of the Insurance Commissioner of the Commonwealth of Virginia. The
approval process is on file with the Insurance Commissioner in the state in
which this Policy was delivered.

INSULATION OF ASSETS

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

INVESTMENT SUBDIVISIONS

The Separate Account is divided into Investment Subdivisions. The income, gains
and losses, realized or unrealized, from the assets allocated to an Investment
Subdivision are credited to or charged against such Investment Subdivision,
without regard to other income, gains or losses of the Company.

The Investment Subdivisions available under this Policy are shown on page 3.
Each Investment Subdivision invests exclusively in shares of a corresponding
Fund. Shares of a Fund are purchased and redeemed for an Investment Subdivision
at their Net Asset Value Per Share. Any amounts of income, dividends and gains
distributed from the shares of a Fund are reinvested in additional shares of
that Fund at its Net Asset Value.

<PAGE>

CHANGES TO THE SEPARATE ACCOUNT AND INVESTMENT SUBDIVISIONS

Where permitted by applicable law, the Company may:
1. create new Separate Accounts;
2. combine Separate Accounts, including the Separate Account;
3. transfer assets of the Separate Account, which we determine
to be associated with the class of policies to which this
Policy belongs, to another Separate Account;
4. add new Investment Subdivisions to or remove existing
Investment Subdivisions from the Separate Account or combine
Investment Subdivisions;
5. make Investment Subdivisions (including new Investment
Subdivisions) available to such classes of policies as we may
determine;
6. add new Funds or remove existing Funds;
7. substitute new Funds for any existing Fund whose shares are
no longer available for investment;
8. substitute new Funds for any existing Fund which we determine
is no longer appropriate in light of the purposes of the
Separate Account;
9. deregister the Separate Account under the Investment Company
Act of 1940; and
10. operate the Separate Account under the direction of a
committee or in any other form permitted by law.

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

VALUATION OF SEPARATE ACCOUNT ASSETS

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

NET INVESTMENT FACTOR

The net investment factor is used to measure the investment performance of an
Investment Subdivision. The net investment factor for any Investment Subdivision
for any Valuation Period is determined by (a) divided by (b), minus (c), where:
(a) is the result of: 1. the value of the assets in the Investment Subdivision
at the end of the preceding Valuation Period; plus 2. the investment income and
capital gains, realized or unrealized, credited to those assets at the end of
the Valuation Period for which the net investment factor is being determined;
minus 3. the capital losses, realized or unrealized, charged against those
assets during the Valuation Period; minus 4. any amount charged against the
Separate Account for taxes, or any amount we set aside during the Valuation
Period as a provision for taxes attributable to the operation or maintenance of
the Separate Account; and (b) is the value of the assets in the Investment
Subdivision at the end of the preceding Valuation Period; and (c) is a factor
for the Valuation Period representing the charge for mortality and expense risks
we assume and for administrative expenses deducted from the Investment
Subdivision. The annual rate for these charges is shown on page 3.

PREMIUMS
- --------------------------------------------

SINGLE PREMIUM

The single premium is due on the Policy Date. The Net Premium Payment is the
single premium times the Net Premium Factor, less any premium tax charge and any
policy fee. The Net Premium Factor, any premium tax charge and any policy fee
are shown on page 3.

<PAGE>

ALLOCATION OF NET PREMIUM PAYMENT

The allocation of your Net Premium Payment between Fixed Income Payments and
Variable Income Payments is shown on page 3. Any portion of your Net Premium
Payment allocated to Fixed Income Payments will always remain allocated to Fixed
Income Payments. Any portion of your Net Premium Payment allocated to Variable
Income Payments will always remain allocated to Variable Income Payments.

The portion of your Net Premium Payment allocated to Fixed Income Payments will
become part of our General Account on the Policy Date. The portion of your Net
Premium Payment allocated to Variable Income Payments will be directly converted
to Annuity Units as of the Policy Date.

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

This Policy provides Income Payments periodically to the Annuitant(s), as
described on page 3. Income Payments can be fixed or variable, as described
below. You can allocate a portion of your Net Premium Payment to each type of
Income Payment. The total Income Payment will be the sum of the Fixed Income
Payment and the Variable Income Payment.

ANNUITY COMMENCEMENT DATE

The Annuity Commencement Date is the Policy Date, unless the initial Income
Payment is deferred. The Annuity Commencement Date is one Payment Period prior
to the Due Date of the initial Income Payment.

FIXED INCOME PAYMENTS

The amount, frequency, and duration of any Fixed Income Payments are shown on
page 3.

VARIABLE INCOME PAYMENTS

Variable Income Payments will reflect the investment experience of the
Investment Subdivisions you selected. The amount of each Variable Income Payment
is calculated as of the date five Valuation Days prior to its Due Date. The
value of the Annuity Units for each Investment Subdivision is the number of
Annuity Units for the Investment Subdivision times the applicable Unit Value for
the Investment Subdivision as of the calculation date. The dollar value of the
total Variable Income Payment is the sum of the value of the Annuity Units for
each Investment Subdivision.

Annuity Units: The number of Annuity Units in an Investment Subdivision is
determined by multiplying (a) and (b) and dividing the result by (c) where: (a)
is the Net Premium Payment allocated to the Investment Subdivision on the Policy
Date, plus interest at the Assumed Interest Rate for the period, if any, from
the Policy date to the Annuity Commencement Date divided by $1,000; (b) is the
Variable Payout Rate for the Policy; and (c) is the applicable Unit Value of the
Investment Subdivision on the Policy Date.

Thereafter, the number of Annuity Units remains fixed unless there is a transfer
of Annuity Units. (See Transfers.)

Unit Value: The Unit Value of each Investment Subdivision was arbitrarily set
when the Investment Subdivision began operations. Thereafter, for a given
Assumed Interest Rate, the Unit Value of each Investment Subdivision for any
Valuation Period is equal to (a) times (b) times (c) where: (a) is the net
investment factor of the Investment Subdivision for the Valuation Period; (b) is
the applicable Unit Value for the preceding Valuation Period; and (c) is the
applicable investment result adjustment factor for the Valuation Period.

The investment result adjustment factor recognizes the Assumed Interest Rate
shown on page 3 and the number of days in the Valuation Period. The adjustment
is made to offset the investment return assumed in the Variable Payout Rate.

<PAGE>

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

Transfer of Annuity Units of a particular Investment Subdivision for a
particular Assumed Interest Rate may be made to Annuity Units of another
Investment Subdivision based on the same Assumed Interest Rate. Transfers will
be effective as of the end of the Valuation Period during which your request for
transfer is received at our Home Office. You must request Annuity Unit transfers
in writing or in any other form acceptable to us. No charge is imposed for
transfers of Annuity Units. The amount of the Variable Income Payment as of the
date of the transfer will not be affected by the transfer.

We reserve the right to limit the number of transfers to four each calendar
year. We reserve the right to limit the number of transfers if it is necessary
for the Policy to continue to be treated as an annuity policy. Also, we reserve
the right to refuse to execute any transfer if any of the Investment
Subdivisions that would be affected by the transfer is unable to purchase or
redeem shares of the Fund in which the Investment Subdivision invests. No
transfer will be allowed between the portion of your Net Premium Payment
allocated to Fixed Income Payments and the portion of your Net Premium Payment
allocated to Variable Income Payments.

If the number of Annuity Units remaining in an Investment Subdivision after the
transfer is less than 1, we will transfer the remaining Annuity Units in
addition to the amount requested. We will not allow a transfer into any
Investment Subdivision unless the number of Annuity Units of that Investment
Subdivision after the transfer is at least 1.

The number of Annuity Units resulting from a transfer is equal to (1) times (2)
divided by (3) where: (1) is number of Annuity Units of the current Investment
Subdivision being transferred from; (2) is the Unit Value of the Investment
Subdivision being transferred from; and (3) is the Unit Value of the Investment
Subdivision that Annuity Units are being transferred to.

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

THE OWNER

You have rights while this Policy is in force, subject to the rights of any
Beneficiary named irrevocably, and any assignee under an assignment filed with
us.

Joint Owners own the Policy equally with the right of survivorship. Right of
survivorship means that if a Joint Owner dies, his or her interest in the Policy
will pass to the surviving Joint Owner.

You can change the Owner. You can also change any Beneficiary, if you reserved
this right. A Beneficiary named irrevocably may be changed only with that
person's written consent. To make a change, send a written request to us. The
request must be in a form satisfactory to us. The change will take effect as of
the date you sign the request. The change will be subject to any payment we make
before we record the change.

If a trust is named the Owner of this Policy and exercises ownership rights or
claims benefits, we do not have to verify that the trust is or was in effect. We
do not have to verify that the trustee is acting within the scope of his/her
authority. Payment of Policy benefits to the trust will release us from all
obligations under the Policy to the extent of the payment. When we make a
payment to the trust, we do not have to verify that the payment is used
according to the trust agreement terms.

USING THE POLICY AS COLLATERAL FOR A LOAN

If the Owner and the Annuitant are the same person and no Joint Annuitant is
named on page 3, then this Policy can be assigned as collateral security for a
loan. We must be notified in writing if you assign the Policy. Any payment we
make before we record the assignment at our Home Office will not be affected. We
are not responsible for the validity of an assignment. Your rights and the
rights of a Beneficiary may be affected by an assignment.

<PAGE>

THE ANNUITANT

The Age and sex of the Annuitant and any Joint Annuitant may be used to
determine the amount and duration of Income Payments.

THE BENEFICIARY

A Beneficiary may be named. Any original Beneficiary is shown in the application
if an application is attached to this Policy. If an application is not attached
and you wish to name a Beneficiary, you may do so by sending a written request
to our Home Office. If more than one Beneficiary is named, any Income Payments
due after the death of the Final Annuitant will be paid in equal shares to the
surviving Beneficiaries, unless you have otherwise requested.

If no Beneficiary survives the Final Annuitant, any Income Payments due will be
paid to you or to your estate. If a Beneficiary dies before the eighth day after
the death of the Final Annuitant, we will pay any Income Payments due as if the
Beneficiary had died before the Final Annuitant.

DEATH BENEFIT
- --------------------------------------------

If the Annuitant, any Joint Annuitant, or any Owner dies prior to the Annuity
Commencement Date, this Policy will be terminated. Upon receipt of due proof of
death, we will pay to the Beneficiary a death benefit equal to the single
premium less the dollar amount of any Income Payments already made. Due proof of
death is required within 90 days of death or as soon as reasonably possible.

If the Annuitant, any Joint Annuitant, or any Owner dies on or after the Annuity
Commencement Date and before the entire interest in the Policy has been
distributed, the remaining portion of such interest will be distributed at least
as rapidly as under the method of distribution being used as of the date of the
death.

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

ANNUAL STATEMENT

Within 30 days after each Policy Anniversary, we will send you an annual
statement. The statement will show Income Payments made during the Policy year,
Annuity Units and Unit Values.

CALCULATION OF VALUES

The benefits provided under this Policy are not less than any that may be
required by the state where this Policy was delivered.

CANCELLATION PAYMENT AMOUNT

If the Policy is canceled as described on the cover, the amount payable to the
Owner as of the date we receive the refund request is (a) multiplied by (b),
plus (c) minus (d), where: (a) is (1) divided by (2), where: (1) is the amount
that would be payable as an Income Payment on that date, adjusted by the Assumed
Interest Rate for the number of days since the Policy Date; (2) is the amount
that would be payable as an Income Payment on the Policy Date; (b) is the Net
Premium Payment; (c) is any charges deducted from the single premium; and (d) is
any Income Payments made prior to that date.

EVIDENCE OF DEATH, AGE, SEX OR SURVIVAL

We will require proof of death before we act on Policy provisions relating to
death of any person. We may require proof of Age, sex or survival before we act
on Policy provisions dependent upon Age, sex or survival.

<PAGE>

INCONTESTABILITY

We cannot contest this Policy.

MISSTATEMENT OF AGE OR SEX

If the Annuitant(s)'s Age or sex was misstated by the applicant and used to
calculate benefits, we will change the amount of the Income Payments. Any new
amount will be determined using the correct Age and sex. To correct for any
previous overpayment or underpayment, we will adjust the next and/or future
payments using an annual interest rate of 3%.

NONPARTICIPATING

This Policy is not a participating Policy. No dividends are payable.

THE POLICY AND ITS PARTS

The Policy is a legal contract. It is the entire contract between you and us. An
agent cannot change this contract. Any change to it must be in writing and
approved by us. Only our President or one of our Vice-Presidents can give our
approval.

POSTPONEMENT OF PAYMENTS

We will usually pay any Income Payment within seven days of the Due Date. We
will usually pay any death benefit due within seven days after we receive due
proof of death. Income Payments and death benefits may be postponed whenever:
(a) the New York Stock Exchange is closed other than customary weekend and
holiday closing, or trading on the New York Stock Exchange is restricted as
determined by the Securities and Exchange Commission; or (b) the Securities and
Exchange Commission by order permits postponement for the protection of
policyowners; or (c) an emergency exists, as determined by the Securities and
Exchange Commission, as a result of which disposal of securities is not
reasonably practical or it is not reasonably practical to determine the value of
net assets of the Separate Account.

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

WRITTEN NOTICE

Any written notice to us should be sent to our Home Office. Please include the
Policy number and Annuitant(s)'s full name.

Any notice we send to you will be sent to the last known address on file with
our Company. You should request an address change form if you move.

<PAGE>

SINGLE PREMIUM VARIABLE

IMMEDIATE ANNUITY POLICY

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

o Income Payments for period specified
o No dividends
o Some values and benefits reflect investment experience

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

THE LIFE INSURANCE

COMPANY OF VIRGINIA

(4)(b) Endorsement to Policy
(i) Individual Retirement Annuity Endorsement

<PAGE>

THE LIFE INSURANCE COMPANY OF VIRGINIA
INDIVIDUAL RETIREMENT ANNUITY ENDORSEMENT
-----------------------------------------------

The policy or contract ("Contract") to which this Endorsement is attached is
issued as an individual retirement annuity ("IRA") described in Section 408(b)
of the Internal Revenue Code of 1986 (the "Code"). The Contract may be issued as
an IRA in connection with a Simplified Employee Pension (SEP) described in
Section 408(k) of the Code. All provisions of the Contract, as endorsed, shall
be interpreted in accordance with the applicable requirements of Section 408 of
the Code. References to Income Payments include Survivor Income Payments, where
applicable. Notwithstanding any provision contained therein to the contrary, the
Contract to which this Endorsement is attached is amended as follows:

Article 1 - Owner and Annuitant

The Owner must be the sole Owner of the Contract. Also, the Owner and the
Annuitant must be the same individual. A Joint Owner or Contingent Annuitant
cannot be named. Also, except as otherwise permitted under the Code and
applicable regulations, neither the Owner nor the Annuitant can be changed.
Furthermore, all distributions made while the Owner is alive must be made to the
Owner.

Article 2 - Joint Annuitant

The Joint Annuitant, if one is named, must be either the Owner's spouse or an
individual who is not more than 10 years younger than the Owner. All payments
made under a joint and survivor Income Payment Plan after the Owner's death
while the Joint Annuitant is alive must be made to the Joint Annuitant.

Article 3 - Nontransferable and Nonforfeitable

The Contract is established for the exclusive benefit of the Owner and his or
her beneficiaries. The interest of the Owner in this Contract is nontransferable
and, except as provided by law, is nonforfeitable. In particular, the Contract
may not be sold, assigned, discounted, or pledged as collateral for a loan or as
security for the performance of an obligation or for any other purpose to any
person other than to the Company.

Article 4 - Unisex Rates

If this Contract is issued in connection with a SEP, Income Payments will be
based on unisex rates.

Article 5 - Premium Payments

Except in the case of a rollover contribution (as permitted by Sections 402(c),
403(a)(4), 403(b)(8), or 408(d)(3) of the Code) or a contribution made in
accordance with the terms of a SEP, or a nontaxable transfer from an individual
retirement account under Section 408(a) of the Code or another IRA under Section
408(b) of the Code, contributions must be paid in cash and the total of such
contributions shall not exceed $2,000 for any taxable year.

Any refund of premiums (other than those attributable to excess contributions)
will be applied, before the close of the calendar year following the year of the
refund, toward the payment of future premiums or the purchase of additional
benefits.

<PAGE>

Article 6 - Required Distributions Generally

The Owner's entire interest in this Contract shall be distributed as required
under Section 408(b) of the Code and applicable regulations.

Article 7 - Required Beginning Date

As used in this Endorsement, the term "required beginning date" means April 1 of
the calendar year following the calendar year in which the Owner attains age 70
1/2, or such later date provided by law.

Article 8 - Distributions During Owner's Life

Unless otherwise permitted under applicable law, the Owner's entire interest in
the Contract shall be distributed no later than the required beginning date, or
commence to be distributed beginning no later than the required beginning date,
over (a) the life of the Owner, or the lives of the Owner and his or her
designated beneficiary (within the meaning of Section 401(a)(9) of the Code), or
(b) if permitted by the Company a period certain not extending beyond the life
expectancy of the Owner, or the joint and last survivor expectancy of the Owner
and his or her designated beneficiary, as required by law. Payments must be made
in periodic payments at intervals of no longer than one year. In addition,
payments must be either nonincreasing or they may increase only as provided in
Q&A F-3 of Section 1.401(a)(9)-1 of the Proposed Income Tax Regulations.

If the Owner's interest is to be distributed over a period greater than one
year, the amount to be distributed by December 31 of each year (including the
year in which the required beginning date occurs) will be made in accordance
with the requirements of Section 401(a)(9) of the Code, including the incidental
death benefit requirements of Section 401(a)(9)(G) of the Code, and the
regulations thereunder, including the minimum distribution incidental benefit
requirement of Section 1.401(a)(9)-2 of the Proposed Income Tax Regulations.

Article 9 - Distributions After Owner's Death

Unless otherwise permitted under applicable law, if the Owner dies on or after
the required beginning date (or if distributions have begun before the required
beginning date as irrevocable annuity payments), any remaining portion of the
Owner's interest shall be distributed at least as rapidly as under the method of
distribution in effect as of the Owner's death.

Unless otherwise permitted under applicable law, if the Owner dies before the
required beginning date and an irrevocable annuity distribution has not begun,
the entire interest will be distributed by December 31 of the calendar year
containing the fifth anniversary of the Owner's death, except that: (a) if the
interest is payable to an individual who is the Owner's designated beneficiary,
the designated
beneficiary may elect to receive the entire interest over the life of the
designated beneficiary or, if permitted by the Company, over a period not
extending beyond the life expectancy of the designated beneficiary,
commencing on or before December 31 of the calendar year immediately
following the calendar year in which the Owner died; or
(b) if the designated beneficiary is the Owner's surviving spouse, the
surviving spouse may elect to receive the entire interest over the life of
the surviving spouse or, if permitted by the Company, over a period not
extending beyond the life expectancy of the surviving spouse, commencing
at any date on or before the later of: (i) December 31 of the calendar
year immediately following the calenda
year in which the Owner died,
and
(ii) December 31 of the calendar year in which the Owner would have
attained age 70 1/2.

<PAGE>

If the surviving spouse dies before distributions begin, the limitations
of this Article 9 (without regard to this paragraph (b)) will be applied
as if the surviving spouse were the Owner.

If the designated beneficiary is the Owner's surviving spouse, the spouse
may irrevocably elect to treat the Contract as his or her own IRA. This
election will be deemed to have been made if such surviving spouse,
subject to the requirements of Article 5 of this Endorsement:

(i) makes a regular IRA contribution to the Contract;
(ii) makes a rollover to or from the Contract; or
(iii) fails to elect that his or her interest will be
distributed in accordance with one of the preceding
provisions of this paragraph(b).

An irrevocable election of the method of distribution by a designated
beneficiary who is not the surviving spouse must be made no later than December
31 of the calendar year immediately following the calendar year in which the
Owner died. If no such election is made, the entire interest will be distributed
by December 31 of the calendar year containing the fifth anniversary of the
Owner's death.

Distributions under this Article 9 are considered to have begun if distributions
are made on account of the individual reaching his or her required beginning
date or if prior to the required beginning date distributions irrevocably
commence to the individual over a period permitted and in an annuity form
acceptable under Section 1.401(a)(9) of the Proposed Income Tax Regulations.

Article 10 - Life Expectancy Calculations

Life Expectancy is computed by use of the expected return multiples in Tables V
and VI of Section 1.72-9 of the Income Tax Regulations.

Life expectancies shall be recalculated annually provided that annual
recalculation is elected by the time distributions are required to begin (a) by
the Owner, or (b) for purposes of distributions beginning after the Owner's
death, by the surviving spouse. Such an election shall be irrevocable as to the
Owner and the surviving spouse, and will apply to all subsequent years.

The life expectancy of a non-spouse designated beneficiary (a) may not be
recalculated, and (b) shall be calculated using the attained age of such
designated beneficiary during the calendar year in which distributions are
required to begin pursuant to this Endorsement. Payments for any subsequent
calendar year will be calculated based on such life expectancy reduced by one
for each calendar year which has elapsed since the calendar year in which life
expectancy was first calculated.

Article 11 - Income Payments

All Income Payments under the Contract must meet the requirements of Section
408(b) of the Code and applicable regulations. The provisions of this
Endorsement reflecting the requirements of Code Sections 401(a)(9) and 408(b)
override any Income Payment provision inconsistent with such requirements.

If a guaranteed period of payments is chosen, the length of the period must not
exceed the shorter of (1) the Owner's life expectancy, or if a Joint Annuitant
is named, the joint and last survivor expectancy of the Owner and the Joint
Annuitant, and (2) the applicable maximum period under Section 1.401(a)(9)-2 of
the Proposed Income Tax Regulations.

<PAGE>

Article 12 - Annual Reports

The Company will furnish annual calendar year reports concerning the status of
this Contract.

Article 13 - Code Requirements

The provisions of this Endorsement are intended to comply with the requirements
of the Code and applicable regulations under Section 408 of the Code. The
Company reserves the right to amend the Contract and this Endorsement from time
to time, without the Owner's consent, when such amendment is necessary to assure
continued compliance with the requirements of Section 408 of the Code (and any
successor provision) as in effect from time to time. The Owner has the right to
refuse to accept any such amendment; however, we shall not be held liable for
any tax consequences incurred by the Owner as a result of such refusal.

For THE LIFE INSURANCE COMPANY OF VIRGINIA

/s/Paul E. Rutledge

President

26
<PAGE>

(4)(b) Endorsement to Policy
(ii) Section 403(b) Annuity Endorsement

<PAGE>

THE LIFE INSURANCE COMPANY OF VIRGINIA
SECTION 403(b) ANNUITY ENDORSEMENT
-----------------------------------------------

The Policy to which this Endorsement is attached is issued as an annuity
described in Section 403(b) of the Internal Revenue Code of 1986 (the "Code")
and all provisions shall be interpreted in accordance with qualification as a
Section 403(b) annuity. References to Income Payments include Survivor Income
Payments, where applicable. Notwithstanding any provision contained therein to
the contrary, the Policy, as endorsed, to which this Endorsement is attached is
amended as follows:

Article 1 - Owner and Annuitant

The Owner must be either an organization described in Section 403(b)(1)(A) of
the Code or an individual employee of such an organization. If the Owner is an
organization described in Section 403(b)(1)(A) of the Code, the term "Employee"
as used in this Endorsement shall mean the individual employee, or former
employee, for whose benefit the organization has established an annuity program
under Section 403(b) of the Code. Such employee shall be the Annuitant under the
Policy. If the Owner is an employee of an organization described in Section
403(b)(1)(A) of the Code, the term "Employee" as used in this Endorsement shall
mean such employee, and the Annuitant under the Policy shall be that employee.

If this Policy is used as a funding mechanism for a rollover under Sections
403(b)(8) or 408(d)(3) of the Code or a nontaxable transfer from another
contract qualifying under Section 403(b) of the Code or from a custodial account
qualifying under Section 403(b)(7) of the Code, the Owner shall be one
individual, the same individual shall be the Annuitant, and the term "Employee"
shall mean that individual.

A Joint Owner cannot be named.

Article 2 - Joint Annuitant

The Joint Annuitant, if one is named, must be either the Owner's spouse or an
individual who is not more than 10 years younger than the Owner. All payments
made under a joint and survivor annuity payment option after the Owner's death
while the Joint Annuitant is alive must be made to the Joint Annuitant.

Article 3 - Nontransferable and Nonforfeitable

The interest of the Employee in this Policy is nontransferable within the
meaning of Section 401(g) of the Code and applicable regulations and, except as
provided by law, is nonforfeitable. In particular, this Policy may not be sold,
assigned, discounted, or pledged as collateral for a loan or as security for the
performance of any obligation or for any other purpose, to any person other than
to the Company.

Article 4 - Unisex Rates

Income Payments will be based on unisex rates.

Article 5 - Premium Payments

Premium payments must be made by an organization described in Section
403(b)(1)(A), except in the case of rollover contributions under Section
403(b)(8) and 408(d)(3) of the Code, or a nontaxable transfer from another
contract qualifying under Section 403(b) of the Code or from a custodial account
qualifying under Section 403(b)(7) of the Code.

<PAGE>

Premium payments made pursuant to a salary reduction agreement will be limited
to the extent provided in Section 402(g) of the Code. As provided by law,
premium payments must not exceed the limitations on contributions under Section
415 or 403(b)(2) of the Code, as applicable.

To the extent premium payments are in excess of the amounts permitted under
Sections 402(g), 415 or 403(b) of the Code, the Company may distribute amounts
equal to such excess as permitted by applicable law.

Article 6 - Required Distributions Generally

The Employee's entire interest in this Policy shall be distributed as required
under Section 403(b)(10) of the Code and applicable regulations, including the
requirement that payments to persons other than the Employee are incidental.

Article 7 - Required Beginning Date

For years beginning before 1997, the term "required beginning date" means April
1 of the calendar year following the calendar year the Employee attains age 70
1/2. To the extent provided by law, for an Employee who attains age 70 1/2
before January 1, 1988, or for an Employee in a governmental plan or a church
plan (as defined in Section 401(a)(9)(C) of the Code), the required beginning
date means April 1 of the calendar year following the later of (i) the calendar
year in which the Employee attains age 70 1/2, or (ii) the calendar year in
which the Employee retires.

For years beginning after December 31, 1996, the term "required beginning date"
means April 1 of the calendar year following the later of (1) the calendar year
in which the Employee attains age 70 1/2, or (2) the calendar year in which the
Employee retires. However, to the extent required by law, the required beginning
date means April 1 of the calendar year following the calendar year in which the
Employee attains age 70 1/2 for an Employee who:
(a) is a 5-percent owner (as defined in IRC Section 416) of the organization
described in Article 1 of this Endorsement with respect to the plan year
ending in the calendar year in which the Employee attains age 70 1/2; and
(b) is not in a governmental plan or a church plan (as defined in IRC Section
401(a)(9)(C)).

Article 8 - Distributions During Employee's Life

Unless otherwise permitted under applicable law, the Employee's entire interest
shall be distributed no later than the required beginning date, or shall
commence to be distributed, beginning no later than the required beginning date,
over (a) the life of the Employee, or the lives of the Employee and his or her
designated beneficiary (within the meaning of Section 401(a)(9) of the Code), or
(b) if permitted by the Company, a period certain not extending beyond the life
expectancy of the Employee or the joint and last survivor expectancy of the
Employee and his or her designated beneficiary, as required by law.

If the Employee's entire interest is to be distributed over a period greater
than one year, the amount to be distributed by December 31 of each year
(including the year in which the required beginning date occurs) shall be made
in accordance with the requirements of Section 401(a)(9) of the Code and the
regulations thereunder, including the incidental death benefit requirements of
Section 401(a)(9)(G) of the Code and the regulations thereunder, including the
minimum distribution incidental benefit requirement of Proposed Treasury
Regulation Section 1.401(a)(9)-2.

<PAGE>

Article 9 - Distributions After Employee's Death

Unless otherwise permitted under applicable law, if the Employee dies on or
after the required beginning date (or if distributions have begun before the
required beginning date as irrevocable annuity payments), the remaining portion
of the Employee's interest (if any) shall be distributed at least as rapidly as
under the method of distribution in effect as of the Employee's death.

Unless otherwise permitted under applicable law, if the Employee dies before the
required beginning date and an irrevocable annuity distribution has not begun,
the entire interest will be distributed by December 31 of the calendar year
containing the fifth anniversary of the Employee's death, except that:
(a) if the interest is payable to an individual who is the Employee's
designated beneficiary, the designated beneficiary may elect to receive
the entire interest over the life of the designated beneficiary or, if
permitted by the Company, over a period not extending beyond the life
expectancy of the designated beneficiary, commencing on or before December
31 of the calendar year immediately following the calendar year in which
the Employee died; or
(b) if the designated beneficiary is the Employee's surviving spouse, the
surviving spouse may elect to receive the entire interest over the life of
the surviving spouse or, if permitted by the Company, over a period not
extending beyond the life expectancy of the surviving spouse, commencing
at any date on or before the later of: (i) December 31 of the calendar
year immediately following the calendar year in which the Employee died;
and (ii) December 31 of the calendar year in which the Employee would have
attained age 70 1/2.

If the surviving spouse dies before distributions begin, the limitations
of this Article 9 (without regard to this paragraph (b)) will be applied
as if the surviving spouse were the Employee.

An irrevocable election of the method of distribution by a designated
beneficiary who is the surviving spouse must be made no later than the
earlier of December 31 of the calendar year containing the fifth
anniversary of the Employee's death or the date distributions are required
to begin pursuant to this paragraph (b). If no election is made, the
entire interest will be distributed by December 31 of the calendar year
containing the fifth anniversary of the Employee's death.

An irrevocable election of the method of distribution by a designated
beneficiary who is not the surviving spouse must be made no later than December
31 of the calendar year immediately following the calendar year in which the
Employee died. If no such election is made, the entire interest will be
distributed by December 31 of the calendar year containing the fifth anniversary
of the Employee's death.

Article 10 - Life Expectancy Calculations

Life expectancy is computed by use of the expected return multiples in Tables V
and VI of Treasury Regulation Section 1.72-9.

Life expectancies shall be recalculated annually provided that annual
recalculation is elected by the time distributions are required to begin (a) by
the Employee, or (b) for purposes of distributions beginning after the
Employee's death, by the surviving spouse. Such an election shall be irrevocable
as to the Employee and the surviving spouse, and will apply to all subsequent
years.

<PAGE>

Article 11 - Income Payments

All Income Payments under the Policy must meet the requirements of Section
403(b)(10) of the Code and the applicable regulations, including the requirement
that payments to persons other than the Employee are incidental. The provisions
of this Endorsement reflecting the requirements of Section 401(a)(9) and
403(b)(10) of the Code override any Income Payment provision which is
inconsistent with such requirements.

If a guaranteed period of payments is chosen, the length of the period must not
exceed the shorter of (1) the Employee's life expectancy, or if a Joint
Annuitant is named, the joint and last survivor expectancy of the Employee and
the Joint Annuitant, and (2) the applicable maximum period under Section
1.401(a)(9)-2 of the Proposed Income Tax Regulations.

Payments must be made in periodic payments at intervals of no longer than one
year. In addition, payments must be either nonincreasing or may increase only as
provided in Q&A F-3 of Section 1.401(a)(9)-1 of the Proposed Income Tax
Regulations.

Article 12 - Distribution of Salary Reduction Contributions

Any amounts attributable to contributions made pursuant to a salary reduction
agreement after December 31, 1988, and the earnings on such contributions and on
amounts held on December 31, 1988, may not be distributed unless the Employee
has reached age 59 1/2, separated from service, died, become disabled (within
the meaning of Section 72(m)(7) of the Code) or incurred a hardship; provided
that amounts permitted to be distributed in the event of hardship shall be
limited to actual elective deferral contributions (excluding earnings thereon);
and provided further that amounts may be distributed pursuant to a qualified
domestic relations order to the extent permitted by Section 414(p) of the Code.

Article 13 - Distribution of Custodial Account Contributions

Premium payments made by a nontaxable transfer from a custodial account
qualifying under Section 403(b)(7) of the Code (or amounts attributable to such
an account), and earnings on such amounts, will not, except to the extent
otherwise permitted by federal tax law, be paid or made available before the
Employee dies, attains age 59 1/2, separates from service, becomes disabled
(within the meaning of Section 72(m)(7) of the Code), or in the case of such
amounts attributable to contributions made pursuant to a salary reduction
agreement, encounters financial hardship; provided, that amounts permitted to be
paid or made available in the event of hardship will be limited to actual
elective deferral contributions made under the custodial account (excluding
earnings thereon); and provided further, that amounts may be distributed
pursuant to a qualified domestic relations order to the extent permitted by
Section 414(p) of the Code. Article 12 above shall not apply to premium payments
or earnings subject to this Article 13 which shall instead govern.

<PAGE>

Article 14 - Tax-Free Direct Transfers

Direct transfers to another contract qualifying under Section 403(b) of the Code
or to a custodial account qualifying under Section 403(b)(7) of the Code may be
made only as permitted by applicable law. Amounts subject to withdrawal
restrictions under the Code may only be transferred to such a contract or
account with the same or more stringent restrictions.

Article 15 - Direct Rollovers

A distributee may elect, at the time and in the manner prescribed by the
Company, to have any portion of an eligible rollover distribution paid directly
to an eligible retirement plan specified by the distributee in a direct
rollover.

A distributee, within the meaning of this Article 15, includes an Employee or
former Employee. In addition, the Employee's or former Employee's surviving
spouse, and the Employee's or former Employee's spouse or former spouse who is
the alternate payee under a qualified domestic relations order (as defined in
Section 414(p) of the Code), are distributees within the meaning of this Article
15 with regard to the interest of the spouse or former spouse.

An eligible rollover distribution is any distribution of all or any portion of
the balance to the credit of the distributee, except that an eligible rollover
distribution does not include (1) any distribution that is one of a series of
substantially equal periodic payments made (not less frequently than annually)
for the life (or life expectancy) of the distributee or the joint lives (or
joint life expectancies) of the distributee and the distributee's designated
beneficiary, or for a specified period of ten years or more; (2) any
distribution to the extent such distribution is required under Sections
403(b)(10) and 401(a)(9) of the Code; and (3) the portion of any distribution
that is not includable in gross income (determined without regard to the
exclusion for net unrealized appreciation with respect to employer securities).

An eligible retirement plan is an annuity described in Section 403(b) of the
Code, an individual retirement account described in Section 408(a) of the Code,
or an individual retirement annuity described in Section 408(b) of the Code,
that accepts eligible rollover distributions. However, in the case of an
eligible rollover distribution to the surviving spouse, an eligible retirement
plan is an individual retirement account or an individual retirement annuity.

A direct rollover is a plan payment by the plan administrator or the Company to
the eligible retirement plan specified by the distributee.

This Article 15 applies to all eligible rollover distributions made after
December 31, 1992.

Article 16 - ERISA

If this Policy is subject to the requirements of the Employee Retirement Income
Security Act of 1974 (ERISA), the following provisions shall also apply:
(a) In the event of the Employee's death prior to the Annuity Commencement
Date, the Death Benefit shall be paid to (1) the surviving spouse of the
Employee in the form required by Section 205 of ERISA, unless the spouse
elects otherwise in accordance with the requirements of such Section 205
or applicable regulations, or (2) if there is no surviving spouse, or if
the surviving spouse has consented in the manner required by Section 205
of ERISA, or if ERISA otherwise permits, to the designated beneficiary
under the Policy.

<PAGE>

(b) Except as otherwise permitted, only a pure joint and survivor annuity
option with no guaranteed period is available to a married Employee, and
the Joint Annuitant must be the Employee's spouse. A married Employee may
elect another Income Payment option or designate another Joint Annuitant,
provided his or her spouse consents in accordance with the requirements of
Section 205 of ERISA (and applicable regulations), or provided such
election is otherwise permitted under such applicable regulations. An
unmarried Employee will be deemed to have elected a straight life Income
Payment option with no guaranteed period unless he or she makes a
different election in the manner required under Section 205 of ERISA (and
applicable regulations).
(c) Elections and consents required by ERISA, including a change of
beneficiary, may be revoked in the form, time and manner prescribed in
Section 205 of ERISA (and applicable regulations). All elections and
consents required by ERISA shall adhere to the requirements of the
applicable regulations interpreting Section 205 of ERISA (or any other
applicable law), including the requirements as to the timing of any
elections or consents.
(d) No withdrawal, partial or total, may be made without the consent of the
Employee and the Employee's spouse in the manner required by Section 205
of ERISA (and applicable regulations), except to the extent that such
consent is not required under such applicable regulations. Any withdrawal
must be made in the form required under Section 205 of ERISA (and
applicable regulations), unless the Employee (and spouse, if applicable)
makes an election in the form and manner permitted under such regulations,
to receive the benefit in another form.

Article 17 - Internal Revenue Code and Erisa Requirements

The provisions of this Endorsement are intended to comply with the requirements
of the Code, applicable regulations and, if applicable, ERISA, for Section
403(b) annuity contracts. The Company reserves the right to amend the Policy or
Certificate and this Endorsement from time to time, without the Owner's consent,
when such amendment is necessary to assure (1) continued qualification of this
Policy as a tax sheltered annuity under Section 403(b) of the Code (and any
successor provision) as in effect from time to time, and (2) continued
compliance of this Policy with the applicable provisions of ERISA (and
applicable regulations) as in effect from time to time.

For THE LIFE INSURANCE COMPANY OF VIRGINIA

/s/Paul E. Rutledge

President

33
<PAGE>

(5)(a)
Form of Application

<PAGE>

GE The Life Insurance Company of Virginia
Life of Virginia Single Premium Variable Annuity Application
- -------------------------------------------------------------------------------------------
1 Annuitant Name (if no middle name, use NMN) Social Security No.

Street address Date of Birth
mo. day yr.
City State Zip Sex: Male Female
( )
Telephone
- -------------------------------------------------------------------------------------------
1aJoint
Annuitant Name (if no middle name, use NMN) Social Security No.

Street Address Date of Birth
mo. day yr.
City State Zip Sex: Male Female
( )
Telephone
- -------------------------------------------------------------------------------------------
2 Owner(s) Taxpayer ID or
Name Social Security No.

Street Address ( )
Telephone
City State Zip
Taxpayer ID or
Name (if no middle name, use NMN) Social Security No.

Street Address

City State Zip ( )
Telephone
- -------------------------------------------------------------------------------------------
3 Beneficiary
Name (if no middle name, use NMN) Social Security No.
Date of Birth
Street address mo. day yr.

City State Zip

Name (if no middle name, use NMN) Social Security No.
Date of Birth
Street address mo. day yr.

City State Zip
Beneficiary Designation is Irrevocable
- -------------------------------------------------------------------------------------------
4 Initial Fixed Income _____% Variable Income _____%
Allocation The Fixed Income percentage and the Variable Income percentage must total 100%.
Enter whole percentages Investment Subdivision Allocations
for each Investment Subdivision ___% _____________________________
selected ___% _____________________________
Percentages for Inv. Subdivision ___% _____________________________
allocations must total 100%. ___% _____________________________
There is a limit to the number of ___% _____________________________
Investment Subdivisions that may be ___% _____________________________
selected. ___% _____________________________
---% -----------------------------
---% -----------------------------
---% -----------------------------

<PAGE>

- -------------------------------------------------------------------------------------------
5 Portfolio TRANSFER DOLLAR TRANSFER AMOUNTS TRANSFER TO
Balancing AMOUNTS from FREQUENCY: (Must be $100 or more) Inv. Subdivisions:
Money Market Quarterly $____________________ _____________________________
Investment Subdivision $____________________ _____________________________
$-------------------- -----------------------------
Beginning Date: $____________________ _____________________________
$-------------------- -----------------------------
$-------------------- -----------------------------
Portfolio balancing transfers will continue as long as there is value in the funding Investment Subdivision. This request
is in lieu of the requirement for individual written transfer requests. I/we may also change or terminate these transfers
by written notice to Life of Virginia, or by telephone if a Personal
Identification Number (PIN) has been issued (See Section 6).
- --------------------------------------------------------------------------------
6 Telephone I/we wish to have a Personal Identification Number (PIN) issued in order to make telephone
Transfers transfers: __Yes
(optional) I/we authorize you to issue a PIN to my/our
registered representative/agent in order for him/her
to make telephone transfers on my/our behalf: Yes I
(we) acknowledge that neither the company nor any
representative of the Company will be responsible for
any claim, loss, liability or expense resulting from
a telephone transfer request if the Company or such
representative acted on the telephone request in good
faith.__Yes
- --------------------------------------------------------------------------------
7 Payment __Lifetime Income ___Individual
Schedule __Lifetime Income - __years certain
__Lifetime Income - with Refund ___Joint & Last Survivor
__Other___________________________ ___% to Annuitant Survivor
________________________________ ___% to Joint Annuitant Survivor
Date of First Payment_____________
Frequency of Payments_____________ ___% Assumed Interest Rate
___Nonqualified
___Qualified
From Plan Type: Pension Plan TSA/403(b) IRA SEP Other
To Plan Type: Pension Plan TSA/403(b) IRA SEP Other
Premium Type: Trustee to Trustee Direct Rollover Rollover Direct Transfer
- -------------------------------------------------------------------------------------------
8 Premium with Application $___________________________
- -------------------------------------------------------------------------------------------
9 Replacement Will the proposed contract replace any
existing annuity or insurance contract? ___NO ___Yes (If
yes, list company name, plan and year of issue.)
==============================================================
--------------------------------------------------------------
- -------------------------------------------------------------------------------------------
10 Additional ______________________________________________________________
Remarks ______________________________________________________________
--------------------------------------------------------------
- -------------------------------------------------------------------------------------------

11 Signatures Important Information. Please read carefully. All
statements made in this application are true to the best of our
knowledge and belief, and the answers to these questions, together
with this agreement, are the basis for issuing the Policy. I/We
agree to all terms and conditions as shown in this application. I/We
further agree that this application shall be a part of the Annuity
Policy. I/We understand that all payments and values provided by the
Policy, when based on the investment experience of the Separate
Account, are variable and not guaranteed as to dollar amount. The
Owner acknowledges receipt of prospectuses for the Separate Account
and all mutual funds applicable to the Policy and applicable
amendments date within 13 months of this application. I/We agree
that no one, except the President or Vice President of the Company
can make or change any Annuity Policy.

<PAGE>

Dated at on Annuitant

City, state Month, day, year

Witness to Joint
All signatures Annuitant

Licensed Resident Agent/Broker
Owner
Business name or stamp (Signature required if
other than Annuitant/Joint
Annuitant) Owner (Signature required
if other than Annuitant/Joint
Annuitant
- --------------------------------------------------------------------------------
Agent's/Broker's Statement - Do you have knowledge or reason to believe that
replacement of insurance is involved? Yes No If "Yes", explain and submit a
completed replacement form where required.

----------------------------
Agent/Broker's Name(print)
----------------------------
Agent/Broker's Signature

Agency/Brokerage and code (Print) Agent Broker and code (Print) Agent Broker and code (Print)

Agent's/Brokers Social Security/Tax ID

Agent/Broker's address

Telephone Number

37
</TABLE>

<PAGE>

(9) Opinion and Consent of Counsel

(10)(a) Consent of Sutherland, Asbill & Brennan

(10)(b) Consent of Independent Auditors