LIFE OF VIRGINIA SEPARATE ACCOUNT 4, 485BPOS, 1998-09-28

LIFE OF VIRGINIA SEPARATE ACCOUNT 4
485BPOS, 1998-09-28

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As filed with the Securities and Exchange Commission on September 28, 1998

Registration No. 33-17428
Registration No. 811-5343

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-4

Registration Statement Under the Securities Act of 1933
Pre-Effective Amendment No. ____
Post-Effective Amendment No. 20

For Registration Under the Investment Company Act of 1940
Amendment No. 33

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

Patricia L. Dysart
Associate General Counsel
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 LLP
1275 Pennsylvania Avenue, N.W.
Washington, D.C. 20004-2415

It is proposed that this filing will become effective:
X immediately upon filing pursuant to paragraph (b) of Rule 485
___ on____________________ pursuant to paragraph (b) of Rule 485
___ 60 days after filing pursuant to paragraph (a) of Rule 485
___ on__________________ pursuant to paragraph (a) of Rule 485

Title of Securities Being Registered: Interests in a Separate Account under
Individual Flexible Deferred Annuity
Policies

<PAGE>

The sole purpose of this filing is to file by EDGAR any exhibits that were
previously submitted as paper documents.

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. 9/

(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. 9/

(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, Aggressive
Growth Portfolio and Worldwide Growth Portfolio of the Janus Aspen
Series. 9/

(1)(d) Resolution of Board of Directors of Life of Virginia authorizing the
establishment of twenty-two (22) additional subdivisions of Separate
Account 4. 9/

(1)(e) Resolution of Board of Directors of Life of Virginia authorizing the
establishment of an additional investment subdivision of Separate
Account 4, investing in shares of the Utility Fund of the Insurance
Management Series, the Corporate Bond Fund of the Insurance
Management Series and the Contrafund Portfolio of the Fidelity
Variable Insurance Products Fund II. 9/

(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. 9/

(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 Balanced Portfolio and Flexible Income Portfolio of the
Janus Aspen Series. 9/

(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.7/

<PAGE>

(1)(i) Resolution of Board of Directors of Life of Virginia authorizing the
establishment of twelve additional investment subdivisions of
Separate Account 4, investing in shares of the Growth and Income
Portfolio and Growth opportunities Portfolio of Variable Insurance
Products Fund III; Growth II Portfolio and Large Cap Growth Portfolio
of the PBHG Insurance Series Fund, Inc.; Global Income Fund and Value
Equity Fund of GE Investments Funds, Inc. 8/

(1)(j) 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 Capital Appreciation Portfolio
of the Janus Aspen Series. 8/

(2) Not Applicable.

(3)(a) Underwriting Agreement dated December 12, 1997 between The Life
Insurance Company of Virginia and Capital Brokerage Corporation 9/

(b) Dealer Sales Agreement 9/

(4)(a) Form of Policy.11/
(b) Endorsements to Policy.

(i) Joint Annuitant Endorsement 11/
(ii) IRA Endorsement 11/
(iii) Pension Endorsement 11/
(iv) Section 403(b) Endorsement 11/
(v) Endorsement modifying Transfers 11/
(vi) Minimum Premium Endorsement 11/
(vii) Guarantee Account Rider 11/
(viii) Endorsement correcting Death Provisions 11/
(ix) Endorsement waiving surrender charges for Hospital or Nursing
Facility Confinement 11/
(x) Endorsement modifying provision titled Reduced Charges on
Certain Surrenders 11/

(5)(a) Form of Application. 11/

(6)(a) Certificate of Incorporation of The Life Insurance Company of
Virginia. 10/

(b) By-Laws of The Life Insurance Company of Virginia. 10/

(7) Not Applicable.

(8)(a) Participation Agreement among Variable Insurance Products Fund,
Fidelity Distributors Corporation, and The Life Insurance Company of
Virginia. 10/

(a)(i) Amendment to Participation Agreement Referencing Policy Form
Numbers. 10/

(a)(ii) Amendment to Participation Agreement among Variable Insurance
Products Fund II, Fidelity Distributors Corporation, and The
Life Insurance Company of Virginia.10/

<PAGE>

(a)(iii) Amendment to Participation Agreement among Variable Insurance
Products Fund, Fidelity Distributors Corporation, and The Life
Insurance Company of Virginia.10/

(b) Agreement between Oppenheimer Variable Account Funds, Oppenheimer
Management Corporation, and The Life Insurance Company of Virginia.
10/

(b)(i) Amendment to Agreement between Oppenheimer Variable Account Funds,
Oppenheimer Management Corporation, and The Life Insurance Company
of Virginia. 10/

(c) Participation Agreement among Variable Insurance Products Fund II,
Fidelity Distributors Corporation and The Life Insurance Company of
Virginia. 10/

(d) Participation Agreement between Janus Capital Corporation and Life of
Virginia. 10/

(e) Participation Agreement between Insurance Management Series,
Federated Securities Corporation, and The Life Insurance Company of
Virginia. 10/

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

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

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

(k) Participation Agreement between Goldman Sach Variable Series Funds
and The Life Insurance Company of Virginia 10/

(9) Opinion and Consent of Counsel.9/

(10)(a) Consent of Counsel.9/

(b) Consent of Independent Auditors.9/

(11) Not Applicable.

(12) Not Applicable.

(13) Schedule showing computation for Performance Data 9/

(14)(a) Power of Attorney 2/

(b) Power of Attorney dated April 2, 1996.7/

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

6/ Incorporated herein by reference to post-effective amendment number 14 to the
Registrant's registration statement on Form N-4, File No. 33-17428, filed
with the Securities and Exchange Commission on September 28, 1995.

<PAGE>

7/ Incorporated herein by reference to post-effective amendment number 15 to the
Registrant's registration statement on Form N-4, File No. 33-76334, filed
with the Securities and Exchange Commission on May 1, 1996.

8/ Incorporated herein by reference to post-effective amendment number 16 to the
Registrant's registration statement on Form N-4, File No. 33-17428, filed
with the Securities and Exchange Commission on May 1, 1997.

9/ Incorporated herein by reference to post-effective amendment number 17 to the
Registrant's registration statement on Form N-4, File No. 33-17428, filed
with the Securities and Exchange Commission on May 1, 1998

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

11/ Incorporated herein

<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, certifies that it
meets the requirements for effectiveness of this registration statement pursuant
to Rule 485(b) under the Securities Act of 1933 and has duly caused this
amendment to the 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
28 Day of September, 1998.

Life of Virginia Separate Account 4
(Registrant)

By: /s/ Selwyn L. Flournoy, Jr.
______________________________________________________
Selwyn L. Flournoy, Jr.
Senior Vice President
The Life Insurance Company of Virginia

The Life Insurance Company of Virginia
(Depositor)

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

Given under my hand this 28 day of September, 1998 in the City/County of
Henrico, Commonwealth of Virginia.

/s/ Laura Deusebio
- ---------------------------
Notary Public

January 30, 2000
- ---------------------------
My Commission Expires

<PAGE>

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

Signature Title Date
- --------- ----- ----
RONALD V. DOLAN Director, Chairman of the Board 9/28/98
- ----------------------------
Ronald V. Dolan

___________________________ Director, Senior Vice President 9/28/98
Selwyn L. Flournoy, Jr.

LINDA L. LANAM Director, Senior Vice President 9/28/98
- ---------------------------
Linda L. Lanam

ROBERT D. CHINN Director, Senior Vice President 9/28/98
- --------------------------
Robert D. Chinn

VICTOR C. MOSES Director 9/28/98
- --------------------------
Victor C. Moses

GEOFFREY S. STIFF Director 9/28/98
- --------------------------
Geoffrey S. Stiff

By _______________________________, pursuant to Power of Attorney executed on
April 16, 1997.

<PAGE>

EXHIBIT LIST

(4)(a) Form of Policy

(b) Endorsements to Policy
(i) Joint Annuitant Endorsement
(ii) IRA Endorsement
(iii) Pension Endorsement
(iv) Section 403(b) Endorsement
(v) Endorsement modifying Transfers
(vi) Minimum Premium Endorsement
(vii) Guarantee Account Rider
(viii) Endorsement correcting Death Provisions
(ix) Endorsement waiving surrender charges fr Hospital or Nursing
Facility Confinement
(x) Endorsement modifying provision titled Reduced Charges on
Certain Surrenders

(5)(a) Form of Application

Exhibit (4)(a)
Form of Policy

<PAGE>

FLEXIBLE PREMIUM VARIABLE
DEFERRED ANNUITY POLICY

TO THE POLICYOWNER:

Please read your policy carefully. This policy is a legal contract between you
and the company. You, the owner, have benefits and rights described in this
policy. The annuitant is named below. We will make income payments beginning on
the Maturity Date if the annuitant is living on that date.

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

Refund Privilege. You may return this policy to our home office within 10 days
after its delivery for a refund. The amount of the refund will equal the account
value with any adjustment required by applicable law or regulation.

For the Life Insurance Company of Virginia

David T. Cox
Chairman

* Flexible Premium Variable Deferred Annuity
* Income payments beginning at maturity
* No dividends
* Some benefit reflect investment results

THE LIFE INSURANCE COMPANY OF VIRGINIA

6610 WEST BROAD STREET
RICHMOND, VIRGINIA 23230

<PAGE>

3
TABLE OF CONTENTS AND WORD INDEX
appear on Page 7

<PAGE>

POLICY DATA SCHEDULE OF PREMIUMS
SCHEDULE OF BENEFITS AMOUNT PAYABLE

ANNUITY $5,000.00 SINGLE PAYMENT

INITIAL PREMIUM DUE: $5,000.00
ADDITIONAL PREMIUM PAYMENTS MAY BE MADE. SEE PREMIUM PAYMENTS SECTION.

CHARGES:
PREMIUM TAX FACTOR: 1.0000
MONTHLY INCOME TAX FACTOR: 1.0000
ANNUAL POLICY MAINTENANCE CHARGE: $30.00
DISTRIBUTION EXPENCSE CHARGE: .20% ANNUALLY ( .0166% MONTHLY)
MORTALITY AND EXPENSE RISK CHARGE: 1.15% ANNUALLY (.0031690% DAILY)
TRANSFER CHARGE: $10.00

OWNER THE ANNUITANT

ANNUITANT JOHN DOE MALE 35 AGE NEAREST BIRTHDAY

POLICY NUMBER: T00000003

POLICY DATE APRIL 1, 1992 APRIL 1, 2042 MATURITY DATE

MONTHLY ANNIVERARY DAY 1

PAGE 4 PLAN FLEXIBLE PREMIUM VARIABLE DEFERRED ANNUITY

<PAGE>

POLICY NUMBER: T00000003

SEPARATE ACCOUNT 4

INVESTMENT SUBDIVISIONS ARE INVESTED IN

FIDELITY VARIABLE INSURANCE PRODUCTS FUND
FID MONEY MARKET MONEY MARKET PORTFOLIO
FID HIGH INCOME HIGH INCOME PORTFOLIO
FID EQUITY - INCOME EQUITY-INCOME PORTFOLIO
FID GROWTH GROWTH PORTFOLIO
FID OVERSEAS OVERSEAS PORTFOLIO

FIDELITY VARIABLE INSURANCE PRODUCTS
FUND II
FID ASSET MANAGER ASSET MANAGER PORTFOLIO

LIFE OF VIRGINIA SERIES FUND, INC.
LOV MONEY MARKET MONEY MARKET PORTFOLIO
LOV BOND BOND PORTFOLIO
LOV COMMON STOCK COMMON STOCK PORTFOLIO
LOV TOTAL RETURN TOTAL RETURN PORTFOLIO

NEUBERGER & BERMAN
N&B BALANCED ADVISERS MANAGEMENT TRUST
BALANCED PORTFOLIO

OPPENHEIMER VARIABLE ACCOUNT FUNDS
OPP MONEY OPPENHEIMER MONEY FUND
OPP HIGH INCOME OPPENHEIMER HIGH INCOME FUND
OPP BOND OPPENHEIMER BOND FUND
OPP CAP APPRECIATION OPPENHEIMER CAPITAL APPRECIATION FUND
OPP GROWTH OPPENHEIMER GROWTH FUND
OPP MULTI STRATEGIES OPPENHEIMER MULTIPLE STRATEGIES FUND

YOU MAY ALLOCATE YOU ACCOUNT VALUE TO AS MANY AS SEVEN INVESTMENT
SUBDIVISIONS.

CONSULT YOUR PROSPECTUS FOR INVESTMENT DETAILS.

IN ADDITION TO THE ABOVE INVESTMENT SUBDIVISONS OF THE SEPARATE
ACCOUNT, ALLOCATIONS MAY BE MADE TO THE GUARANTEE ACCOUNT. SEE
GUARANTEE ACCOUNT RIDER FOR DETAILS.

<PAGE>

POLICY NUMBER: T00000003

TABLE OF SURRENDER CHARGES

YEARS SURRENDER CHARGE PERCENTAGE

1 6
2 6
3 6
4 6
5 4
6 2
YEARS 7 AND LATER 0

* THE TOTAL OF ALL DISTRIBUTION EXPENSE CHARGES ASSOCIATED WITH A
PREMIUM WILL NOT EXCEED 8.5% OF THAT PREMIUM. ADDITIONALLY THE
SURRENDER CHARGE ASSOCIATED WITH A PREMIUM WILL BE THE LESSER OF (A)
AND (B), WHERE:
(A). IS THE SURRENDER CHARGE ASSOCIATED WITH A PREMIUM AS
DEFINED IN THE SURRENDER CHARGE PROVISION, AND
(B). IS THE EXCESS OF 8.5% OF THAT PREMIUM OVER THE TOTAL
OF ALL DISTRIBUTION EXPENSE CHARGES ASSOCIATED WITH A PREMIUM.

<PAGE>

TABLE OF CONTENTS

Policy Data . . . . . . . . . . . . . . . . . . . . . . . . . 3
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . 5
Owner, Annuitant and Beneficiary Provisions . . . . . . . . . 6
Death Provisions . . . . . . . . . . . . . . . . . . . . . . . 7
Premium Payments . . . . . . . . . . . . . . . . . . . . . . . 8
Monthly Income Benefit . . . . . . . . . . . . . . . . . . . . 9
Account Value Benefits . . . . . . . . . . . . . . . . . . . . 10
Separate Account . . . . . . . . . . . . . . . . . . . . . . . 12
General Information . . . . . . . . . . . . . . . . . . . . . 15
Optional Payment Plans . . . . . . . . . . . . . . . . . . . . 16

Copies of the application and any riders and endorsements follow page
18.

WORD INDEX

Account Value . . . . . . . . 10 Optional Payment Plans. . 16-18
Allocation of Premiums . . . . 9 Owner . . . . . . . . . . . . 6
Annual Statement . . . . . . . 15 Ownership Change. . . . . . . 6
Beneficiary . . . . . . . . . 6 Premiums . . . . . . . . . . 8
Beneficiary Change . . . . . . 6 Separate Account. . . . . . 12
Death Benefit . . . . . . . . 8 Surrender . . . . . . . . . 11
Investment Subdivisions. . . . 12 Surrender Value. . . . . . . 11
Misstatement of Age or Sex . . 15 Transfers. . . . . . . . . . 14
Notices . . . . . . . . . . . 15 Unit Values . . . . . . . . 13

INTRODUCTION

This is a flexible premium variable deferred annuity policy. The initial premium
payment is due on the policy date. Additional premiums may be paid at any time
before the maturity date. In return for these premiums and the application, we
provide certain benefits.

As used in this policy, you or yours refers to the owner or owners.
We, us or ours refers to The Life Insurance Company of Virginia. The
owner and the annuitant are shown on page 3.

Person, as used in this policy is a human being, a trust, a corporation or any
other legally recognized entity.

The policy provides a monthly income beginning on the maturity date. The amount
of monthly income will depend on:

<PAGE>

* the maturity value;
* the amount of any applicable state and/or local premium tax;
* the annuitant's sex and age on the maturity date; and
* the payment plan chosen.

Depending upon the conditions described in the Death Provisions section, this
policy will also provide for either the payment of a death benefit or the
continuation of the policy at the death of the Owner, Joint Owner or Annuitant
prior to the maturity date.

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. READ YOUR POLICY CAREFULLY.

Policy means this policy with the attached application and any riders and
endorsements. All statements in the application are considered representations
and not warranties.

We reserve the right to amend this contract as needed to maintain its status as
an annuity under the Internal Revenue Code. If the contract is amended, we will
send you a copy of the amendment, together with the applicable regulation,
ruling or other requirement imposed by the Internal Revenue Service which
requires such amendment.

Age

Age on the policy date or on a policy anniversary means the person's age on his
or her nearest birthday.

Dates Used in the Policy

The policy goes into effect on the policy date. Policy years and anniversaries
for the initial premium are measured from this date. Years for determining
charges related to additional premium are measured from the first monthly
anniversary day coincident with or following receipt of each additional premium.

The maturity date is the date we start to pay a monthly income if the annuitant
is still living. This date is shown on page 3 unless changed after issue.

<PAGE>

OWNER, ANNUITANT AND BENEFICIARY PROVISIONS

The Owner

The Owner or Joint Owners are named in the application. Joint Owners own the
contract equally with the right of survivorship. Rights of survivorship means
that if a Joint Owner dies, his or her interest in the policy will pass to the
surviving Joint Owner. Disposition of the contract is subject to the Death
Provisions .

As the Owner, you have rights while this contract is in force, subject to the
rights of any beneficiary named irrevocably, and any assignee under an
assignment filed with us.

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

The Annuitant

The Annuitant is the person upon whose age and sex guaranteed Monthly Income
Benefits are determined. The policy names you or someone else as the Annuitant.
The Contingent Annuitant, if any, is named in the application. You can change
the Contingent Annuitant but not the Annuitant. At the death of the Annuitant
prior to the maturity date, the Contingent Annuitant, if any, may become the
Annuitant in certain circumstances, (see Death Provisions). If no Contingent
Annuitant has been named, one may be named at the death of the Annuitant.

The Beneficiary

The Primary Beneficiary and any Contingent Beneficiaries are named in the
application. These may be changed by you, subject to the above provisions.

<PAGE>

DEATH PROVISIONS

Designated Beneficiary

If the Owner, Joint Owner or the Annuitant dies while this contract is in force
and before Income Payments begin, the Designated Beneficiary will be treated as
the sole owner of the policy following such a death, subject to the distribution
rules set forth below. The Designated Beneficiary will be the person first
listed below who is alive or in existence on the date of the death of the Owner,
Joint Owner or the Annuitant:

* Owner
* Joint Owner
* Primary Beneficiary
* Contingent Beneficiary
* Owner's Estate

If Joint Owners both survive, they will become the "Designated Beneficiary"
together.

Distribution Rules

The following distribution rules will apply after the death of the Owner, Joint
Owner or the Annuitant:

If the Designated Beneficiary is the surviving spouse of the deceased Owner,
Joint Owner or Annuitant, we will pay the surrender value to, or for the benefit
of, the Designated Beneficiary. That payment will be made in one lump sum upon
receipt of due proof of death. Instead of receiving that distribution, the
Designated Beneficiary may elect:
(a) to receive the surrender value at any time during the five year period
following the date of death of the Owner, Joint Owner or Annuitant by
partially or totally surrendering the contract during that period; or
(b) to apply the surrender value under an Optional Payment Plan 1 or 2 with
the first payment to the Designated Beneficiary being made no later than
one year after the date of death of the Owner, Joint Owner or Annuitant,
and the remaining payments being made over the life of the Designated
Beneficiary or over a period not exceeding the Designated Beneficiary's
life expectancy.

If the entire surrender value has not been paid to the Designated Beneficiary by
the end of the five year period following the date of death of the Owner, Joint
Owner or Annuitant and payments have not begun in accordance with (b) above, we
will terminate the contract at the end of that five-year period and pay any
remaining surrender value to, or for the benefit of the Designated Beneficiary.
If the Designated Beneficiary dies before the required payments have been

<PAGE>

made, the Designated Beneficiary will not be treated as an Owner of the contract
for purposes of these Death Provisions, and any remaining payments we make will
be made to the person named by the Designated Beneficiary in writing or, if no
person is so named, the estate of the Designated Beneficiary.

If the Designated Beneficiary is the surviving spouse of the deceased Owner,
Joint Owner or Annuitant, the surviving spouse may continue the contract as the
Owner. In addition, that person will also become the Annuitant if the deceased
was the Annuitant, there is no surviving Contingent Annuitant and the contract
has not been surrendered for the death benefit which is available at the
Annuitant's death under the conditions set forth on the following page.

If there is more than one Designated Beneficiary each Designated Beneficiary
will be treated separately according to that Designated Beneficiary's portion of
the contract for purposes of this Death Provisions section.

These special Distribution Rules will not apply after the death of the Annuitant
if the Annuitant was not also an Owner of the contract, all owners of the
contract are natural persons and a Contingent Annuitant was or is named.

<PAGE>

Optional Death Benefit at Death of Annuitant

If the deceased was the Annuitant, and he or she was age 75 or younger on the
policy date, the Designated Beneficiary may surrender the contract for the Death
Benefit within 90 days of the date of such death.

During the first six policy years, the Death Benefit will be the greater of:

* The total of premiums paid reduced by the total of any partial surrenders
and their applicable surrender charges; or
* The Account Value of the policy on the date we receive proof of the
Annuitant's death.

During any subsequent six year period, the Death Benefit will be the greater of:

* the Death Benefit on the last day of the previous six year period, plus
any premium paid since then, less any partial surrenders and their
applicable surrender charges since then; or
* The Account Value of the policy on the date we receive proof of the
Annuitant's death.

If the surrender occurs more than 90 days after the Annuitant's death, and/or if
the deceased Annuitant was age 76 or older on the policy date, the surrender
value will be payable instead of the Death Benefit. If the contract is not
surrendered, it will remain in force subject to the preceding provisions.

Payment of Benefits

Instead of receiving payment in a lump sum, the Designated Beneficiary may elect
to receive proceeds under an Optional Payment Plan 1 or 2 with the first payment
to the Designated Beneficiary being made no later than one year after the date
of death of the Owner, Joint Owner or Annuitant; and the remaining payments
being made over the life of the Designated Beneficiary or over a period not
exceeding the Designated Beneficiary's life expectancy.

Payment of Benefits After Income Payments Have Begun

If the Owner or Joint Owner, (or the Annuitant if the Owner of the policy is not
a natural person), dies while this contract is in force and after income
payments have begun, or if a Designated Beneficiary receiving income payments
dies after the date income payments have begun, payments made under the policy
will be made at least as rapidly as under the method of distribution in effect
at the time of such death, notwithstanding any other provision of this contract.

<PAGE>

PREMIUM PAYMENTS

The initial premium is due on or before the policy date.

Additional Premium Payments

You may make additional premium payments. Each additional premium payment must
be at least $1,000. If you make additional payments, the account value
associated with each payment is represented by a ratio. The ratios are used to
determine charges related to account value, as described under the ACCOUNT VALUE
BENEFITS section of this policy.

The ratio of the account value in the Separate Account at issue associated with
the initial premium is 1. Whenever an additional premium payment is made, we
redetermine the ratio associated with the initial premium. The new ratio will be
(a) minus (b), multiplied by (c), where:
(a) is 1;
(b) is the ratio for the additional premium causing the
redetermination; and
(c) is the current ratio associated with the premium.

If you pay an additional premium, the ratio of the account value in the Separate
Account associated with the additional premium will be determined on the date
the premium is received. This ratio is (a) divided by (b), where:
(a) is the additional net premium; and
(b) is the total account value including the additional net premium.

<PAGE>

Whenever an additional premium is paid, we will redetermine all ratios
associated with prior additional premiums in the same manner as described above
for the ratio associated with the initial premium.

When and Where to Pay Premiums

Each premium is payable in advance. Pay each premium to our home office.

Allocation of Premiums

You may allocate net premiums to one or more Investment Subdivisions of the
Separate Account, up to the maximum number shown in the policy data page. The
portion of each net premium allocated to any particular Investment Subdivision
must be at least 10%. Net premiums will initially be allocated in accordance
with the allocations requested in the application.

You may change the allocation of later net premiums at any time, without charge,
by sending a written notice to us at our home office. The allocation will apply
to net premiums received after we record the change.

Net Premium

The net premium is (a) multiplied by (b), where:
(a) is the premium payment; and
(b) is the premium tax factor.

Premium Tax

Premium tax rules vary by state.

The premium tax factor and the monthly income tax factor for your state are
shown on page 3. If the premium tax factor is less than 1, we will be taking a
charge for premium tax from each premium payment. If the monthly income tax
factor is less than 1, we will be taking a charge for premium tax from any
proceeds except those taken as a lump sum.

MONTHLY INCOME BENEFIT

We will pay you a monthly income for a guaranteed minimum period beginning on
the maturity date if the Annuitant is still living. The monthly income will be a
variable income payment similar to that described in the provision titled
"Variable Income Options" under the Optional Payment Plans section. Your plan
will be Life Income with 10 Years Certain, unless you choose otherwise. Under
the Life Income 10 Years Certain plan, if the annuitant lives longer than 10
years, payments will continue for his or her life. If the annuitant dies

<PAGE>

before the end of ten years, the remaining payments for the ten year period will
be discounted at the same rate used to calculate the monthly income. The
discounted amount will be paid in one sum to you.

At any time, while the annuitant is living, and before the maturity date, you
may choose to change the payment plan by written request. If you do choose a
different plan, the monthly income will reflect the plan chosen. Payment plans
which base payment on the life or lives of one or more individuals will base
such payment on the life of the annuitant or the annuitant and an additional
individual. You may elect to receive the maturity value in a lump sum instead of
receiving a monthly income. If we pay the maturity value, we will have no
further obligation under the policy.

The maturity value is equal to the Surrender Value on the day immediately
preceding the maturity date.

The initial income payment under the automatic payment plan, payable monthly, is
calculated by multiplying (a) times (b) times (c), divided by (d) where:
(a) is the monthly payment rate per $1000, shown under the Optional Payment
Plans for Life Income 10 years Certain, using the sex and age nearest
birthday of the annuitant, instead of the payee, on the maturity date;
(b) is the maturity value;
(c) is the monthly income tax factor; and
(d) is $1,000.

Annuity payments will be made monthly unless quarterly, semi-annual or annual
payments are chosen by written request. However, if any payment provided for
would be or becomes less than $100, we reserve the right to reduce the frequency
of payments to an interval that would result in each payment being at least
$100. If the annual payment payable is less than $20, we will terminate the
contract and pay the maturity value.

Maturity Date

The maturity date is shown on page 3, unless changed after issue. You may change
the maturity date to any date on or after the tenth policy anniversary. To make
a change, send us written notice before the maturity date then in effect.

If you change the maturity date, maturity date will then mean the maturity date
you selected. You may pay premiums until the newly selected maturity date unless
that right has been terminated by the provisions of this policy.

<PAGE>

ACCOUNT VALUE BENEFITS

The account value of the policy is equal to the account value allocated to the
Investment Subdivisions of the Separate Account.

On the date the initial premium is received and accepted, the account value
equals the initial net premium. At the end of each valuation period after such
date, the account value allocated to each Investment Subdivision of the Separate
Account is (a) plus (b) plus (c) minus (d) minus (e), where:
(a) is the account value allocated to the Investment Subdivision
at the end of the preceding valuation period, multiplied by
the Investment Subdivision's Net Investment Factor for the
current period;
(b) is net premium payments received during the current valuation period; (c)
is any other amounts transferred into the Investment Subdivision during
the current valuation period;
(d) is account value transferred out of the Investment Subdivision during the
current valuation period;
(e) is any partial surrender made from the Investment Subdivision during the
current valuation period.

In addition, whenever a valuation period includes the policy anniversary day,
the account value at the end of such period is reduced by the annual policy
maintenance charge allocated to the account value in the Investment Subdivision
for that policy anniversary day.

In addition, whenever a valuation period includes the monthly anniversary day,
the account value at the end of such period is reduced by the distribution
expense charge allocated to the account value in the Investment Subdivision for
that monthly anniversary day.

Annual Policy Maintenance Charge

There will be a charge made each year for maintenance of the policy. This charge
is made at the beginning of each policy year against the account value allocated
to the Separate Account. The amount of this charge is shown on page 3.

The annual policy maintenance charge will be allocated among the Investment
Subdivisions of the Separate Account in the same proportion that the policy's
account value in each Investment Subdivision bears to the total account value in
all Investment Subdivisions at the beginning of the policy month. Other
allocation methods may be available on request.

<PAGE>

Distribution Expense Charge

There will be a charge made for the first ten years following a premium payment
for distribution expenses. This charge is made at the beginning of each policy
month against the account value allocated to the Separate Account. The annual
rate for this charge is shown on page 3. The charge will be (a) multiplied by
(b) multiplied by (c), where:
(a) is the monthly rate for the charge; and
(b) is the total of all ratios associated with premiums paid in
the last ten years; and
(c) is the account value allocated to the Separate Account prior to taking
the distribution expense charge deduction.

The distribution expense charge deduction will be allocated among the Investment
Subdivisions of the Separate Account in the same proportion that the policy's
account value in each Investment Subdivision bears to the total account value in
all Investment Subdivisions at the beginning of the policy month. Other
allocation methods may be available on request.

<PAGE>

Surrender

You can fully or partially surrender this policy by sending us written notice of
your request to our home office. We must receive the request before income
payments begin. You may be required to pay a surrender charge. The charge will
be deducted from the amount surrendered.

The ratios associated with premium payments are used to determine the account
value associated with premium payments. The account value associated with a
premium payment is the account value of the policy times the ratio associated
with that premium payment.

Full Surrender. You must send us your policy with your request for surrender.
The amount payable is the Surrender Value. The Surrender Value of this policy is
the account value on the date we receive written notice of your request for
surrender in our home office, less any surrender charge. The amount allocated to
each premium payment is the account value associated with that premium payment.

Partial Surrender. You may make a partial surrender from the account value of
this policy at any time. We will not permit the amount of a partial surrender to
be less than $500 nor to reduce the account value to less than $5000. The amount
payable will be the amount of the partial surrender less any surrender charge.

You may tell us how to deduct the partial surrender from the Investment
Subdivisions of the Separate Account. If you do not, the partial surrender will
be deducted from each Investment Subdivision in the same proportion that the
policy's account value in that Investment Subdivision bears to the total account
value in all Investment Subdivisions on the date we receive the request in our
home office.

Each time you make a partial surrender we will redetermine the ratio associated
with each premium payment. The amount of the partial surrender is allocated to
premium payments beginning with the first, up to the account value associated
with that premium payment, and continuing in the order that premium payments
were received until the entire partial surrender has been allocated. For each
premium payment, the new ratio associated with the premium payment is (a) minus
(b), divided by (c), where:
(a) is the account value associated with the premium payment;
(b) is the amount allocated to the premium payment; and
(c) is the account value of the policy less the partial surrender.

<PAGE>

Surrender Charge

All or part of the amount allocated to each premium payment may be subject to a
surrender charge. For each premium payment the amount subject to a charge is the
lesser of (a) or (b), where:
(a) is the amount allocated to the premium payment;
(b) is the premium payment, less the total amount allocated to that premium
payment from all previous partial surrenders.

The surrender charge for each premium payment will be the applicable percentage
of the amount subject to a charge. For each premium payment the applicable
percentage is found in the Table of Surrender Charges next to the years
representing the number of full and partially completed years since the premium
payment.

Reduced Charges on Certain Surrenders. If, after the first policy year, a
partial surrender is 10% of the account value, or less, and occurs later than
twelve months after the preceding partial surrender, there will be no charge for
the partial surrender.

If, after the first policy year, a full surrender, or a partial surrender of
more than 10% of the account value, occurs later than twelve months after the
preceding partial surrender, then the total amount subject to charge, to which
the percentages will be applied, is reduced by 10% of the account value. The
reduction will be taken from amounts subject to a charge beginning with the
initial premium payment, up to the amount subject to a charge for that premium
payment, and continuing in the order that premium payments were received until
the entire reduction has been taken.

There will be no surrender charge if you choose an Optional Payment Plan as
follows:
* Plan 1;
* Plan 2 for a period of 5 or more years;
* Plan 5.

<PAGE>

Postponement of Payments

We will usually pay any amounts payable as a result of surrender or partial
surrenders within seven days after we receive written request in our home
office, in a form satisfactory to us. We will usually pay any proceeds within
seven days after we receive due proof of death. Payment of any amount payable on
surrender, partial surrender or death may be postponed whenever:

* 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 Securities and Exchange Commission; or
* the Securities and Exchange Commission by order permits postponement for
the protection of policyowners; or
* 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.

SEPARATE ACCOUNT

The Separate Account named in the policy data pages will be used to support the
operation of this policy and certain other variable annuity policies we may
subsequently 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 assets in the Separate Account. However, these assets are not part of our
general account. Income, gains and losses, whether or not realized, from assets
allocated to the Separate Account will be credited to or charged against the
account without regard to our other income, gains or losses.

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
regulates 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.

<PAGE>

The Separate Account is divided into Investment Subdivisions. The Investment
Subdivisions are named in the policy data pages. We reserve the right to remove
any Investment Subdivision of the Separate Account, or to add new Investment
Subdivisions. Each investment Subdivision of the Separate Account will invest in
shares of a mutual fund, or of a portfolio of a series type of mutual fund named
in the data pages. You determine the percentage of premiums which will be
allocated to each Investment Subdivision.

The policyowner will share only the income, gains and losses of the Investment
Subdivisions to which his premium payments have been allocated.

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.

We also have the right, subject to compliance with applicable law, to make
additions to, deletions from, or substitutions for the shares of a mutual fund
portfolio that are held by the Separate Account or that the Separate Account may
purchase. We reserve the right to eliminate the shares of any portfolio named in
the data pages, and to substitute shares of another portfolio, if the shares of
the portfolio are no longer available for investments, or if in our judgment
further investment in the portfolio should become inappropriate in view of the
purposes of the Separate Account. 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.

<PAGE>

We also reserve the right to 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. If this type of transfer is made, the term
Separate Account, as used in this policy, shall then mean the Separate Account
to which the assets were transferred.

When permitted by law, we also reserve the right to:
(a) deregister the Separate Account under the Investment Company
Act of 1940;
(b) manage the Separate Account under the direction of a committee;
(c) restrict or eliminate any voting rights of policyowners, or other persons
who have voting rights as to the Separate Account; and
(d) combine the Separate Account with other accounts.

We will value the assets of the Separate Account each business day.

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

Unit Value

Each Investment Subdivision has a Unit Value. When premiums or other amounts are
transferred into an Investment Subdivision, a number of Units are purchased
based on the subdivision's Unit Value for the valuation period during which the
transfer is made. When amounts are transferred out of an Investment Subdivision,
Units are redeemed in a similar manner. The Unit Value for a valuation period
applies to each day in the period. Before income payments begin, Unit Values are
referred to as Accumulation Unit Values. Once income payments have begun, they
are referred to as Annuity Unit Values.

For each Investment Subdivision, the Accumulation Unit Value for the first
valuation period was $10. The Accumulation Unit Value for each subsequent period
is the Net Investment Factor for that period, multiplied by the Accumulation
Unit Value for the immediately preceding period.

For each Investment Subdivision, the Annuity Unit Value for the first valuation
period was $10. The Annuity Unit Value for each subsequent period is (a) times
(b) times (c), where:
(a) is the Net Investment Factor for that period;
(b) is the Annuity Unit Value for the preceding period; and
(c) is the investment result adjustment factor for that period.

The investment result adjustment factor recognizes an assumed interest rate of
3% per year used in determining the Income Payment amounts and is equal to
0.99991902 daily.

<PAGE>

Each valuation period includes a business day and any non-business day or
consecutive non-business days immediately preceding it. Assets are valued at the
close of the business day. A business day is any day the New York Stock Exchange
is open for trading, or any day in which there is a material change in the value
of the assets in the Separate Account.

Each Investment Subdivision has its own Net Investment Factor. In the following
definition, "assets" refers to the assets in each Investment Subdivision. "Any
amount charged against the Separate Account" refers to those amounts that are
allocated to each Investment Subdivision.

The Net Investment Factor for a valuation period is (a) divided by (b), minus
(c), where:
(a) is (1) the value of the assets at the end of the preceding valuation
period, plus (2) the investment income and capital gains, realized or
unrealized, credited to 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 at the end of the preceding
valuation period; and
(c) is a factor representing the charge for mortality and expense risks we
assume. The annual rate for these charges is shown on page 3.

<PAGE>

Transfers Before Income Payments Begin

You may transfer amounts among the Investment Subdivisions of the Separate
Account by sending a written request to us at our home office. We reserve the
right to limit, upon written notice, the number of transfers to twelve or, if it
is necessary for the policy to continue to be treated as an annuity policy by
the IRS, a lower number. Also, we reserve the right to refuse to execute any
transfer if any of the Investment Subdivisions which would be affected by the
transfer are unable to purchase or redeem shares of the mutual fund in which the
Investment Subdivision invests. The transfer will be effective as of the end of
the valuation period during which we receive your request at our home office. If
the amount of your account value remaining in an Investment Subdivision after
the transfer is less than $100, then we will transfer the amount remaining in
addition to the amount requested. We will not allow a transfer into any
Investment Subdivision unless the account value of that Investment Subdivision
after the transfer is at least $100. The first transfer in each calendar month
will be made without a transfer charge. Thereafter, each time amounts are
transferred, a transfer charge will be imposed. This transfer charge is shown on
page 3. When we make transfers, the account value on the date of the transfer
will not be affected by the transfer except to the extent of the transfer
charge. The transfer charge will be taken from the amount transferred.

Transfers After Variable Income Payments Begin

If income payments are made under one of the Variable Income Options you may
transfer Annuity Units among the Investment Subdivisions of the Separate Account
by sending a written request to us at our home office. You may make one transfer
in 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 by
the IRS. Also, we reserve 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 fund in which the Investment Subdivision
invests. If the amount of your account value remaining in an Investment
Subdivision after the transfer is less than $100, then we will transfer the
amount remaining in addition to the amount requested. We will not allow a
transfer into any Investment Subdivision unless the account value of that
Investment Subdivision after the transfer is at least $100. No transfer charge
is imposed for transfers of annuity units. The amount of the Income Payment as
of the date of the transfer will not be affected by the transfer.

<PAGE>

GENERAL INFORMATION

Annual Statement

Within 30 days after each policy anniversary, we will send you an annual
statement. The statement will show the account value and surrender value as of
the policy anniversary. The statement will also show premiums paid and charges
made during the policy year.

Calculation of Values

If the Net Investment Factor is always equivalent to an effective annual
interest rate of 4%, the account values in this policy will always at least
equal the account values required of an equivalent general account policy by the
law where this policy was delivered.

A detailed statement of how we calculate the values in this policy has been
filed with the insurance department where this policy was delivered.

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 or persons. We may also require proof of the age, sex or
survival of any person or persons before we act on any policy provision
dependent upon age, sex or survival.

Incontestability

We will not contest this policy.

Misstatement of Age or Sex

If the annuitant's age or sex was misstated in the application, the monthly
income at the time income payments begin will be determined using the correct
age and sex. The account value, surrender value or death benefit will not be
adjusted.

Nonparticipating

This policy does not participate in our divisible surplus. No dividends are
payable.

Written Notice

Any written notice to us should be sent to our home office at 6610 West Broad
Street, Richmond, Virginia, 23230. Please include the policy number and the
annuitant's full name.

<PAGE>

Any notice we send you will be sent to your address shown in the application
unless you request that notices be sent to a new address. You should request an
address change form if you move.

OPTIONAL PAYMENT PLANS

Death benefit and surrender value proceeds will be paid in one lump sum, and
maturity proceeds will be paid as described in the Monthly Income Benefit
section. Subject to the rules stated below, however, any part of the death or
surrender proceeds can be left with us and paid under a payment plan. If you
choose to leave the proceeds with us and receive payments under a payment plan,
the proceeds multiplied by the monthly income tax factor will be applied to
calculate your income. During the annuitant's life you, (or the designated
beneficiary at your death) can choose a plan. If a plan has not been chosen at
the death of the annuitant, the designated beneficiary can choose a plan if the
death benefit is to be paid.

There are several important payment plan rules:

* Our consent must be obtained prior to selecting an optional payment plan if
the payee is not a natural person.
* Payment made under an Optional Payment Plan at the death of the Owner,
Joint Owner or Annuitant must conform with the rules in the Death
Provisions, including the Payment of Benefits section.
* If you change a beneficiary, your plan selection will no longer be in
effect unless you request that it continue.
* Any choice or change of a plan must be sent in writing to our home office.
* The amount of each payment under a plan must be at least $100.
* Payments under a Fixed Income option will begin on the date we
receive proof of the annuitant's death, on surrender, or on
the policy's maturity date.
* Payments under a Variable Income option will begin within seven days after
the date payments would begin under the corresponding fixed option.
* Payments under Plan 4 will begin at the end of the first interest period
after the date proceeds are otherwise payable.

Fixed Income Options

Optional Payment Plans 1 through 5 are available as Fixed Income Options. Any
amount left with us under a Fixed Income option will be transferred to our
general account. Payments made will not be less than those required by the state
where this policy is delivered.

<PAGE>

Variable Income Options

Optional Payment Plans 1 and 5 are available as Variable Income Options. This
means that income payments, after the first, will reflect the investment
experience of the Investment Subdivisions of the Separate Account.

Proceeds may be allocated to one or more Investment Subdivisions of the Separate
Account. The first income payment is determined by the Plan chosen and the
amount of proceeds applied to the Plan. The dollar amount of subsequent Income
Payments is determined by means of Annuity Units.

The number of Annuity Units for an Investment Subdivision will be determined at
the time income payments begin and will remain fixed unless transferred (as
shown below). The number of Annuity Units for an Investment Subdivision is (a)
divided by (b), where:
(a) is the portion of the first Income Payment allocated to that
investment Subdivision; and
(b) is the Annuity Unit Value for that Investment Subdivision seven days
before the income payment is due.

After the first Income Payment, each subsequent Income Payment is a dollar
amount equal to the sum of the Income Payment amounts for each Investment
Subdivision. The Income Payment amount for an Investment Subdivision is the
number of Annuity Units for that Investment Subdivision times the Annuity Unit
Value for that Investment Subdivision seven days before the payment is due.

Annuity Units may be transferred upon request. The number of Annuity Units for
the new Investment Subdivision is (a) times (b), divided by (c), where:
(a) is the number of Annuity Units for the current Investment
Subdivision;
(b) is the Annuity Unit Value for the current Investment Subdivision; and
(c) is the Annuity Unit Value for the new Investment Subdivision.

<PAGE>

Payment Plans

The fixed income options are shown on below. Variable income options, if
applicable, have the same initial payment as the corresponding fixed option. The
monthly payment rate per $1000, as shown in the Plan 1 and Plan 5 Tables, is
based on the 1983 IAM Table, using 3% interest.

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

Plan 1 Table

Monthly payment rates for each $1,000 of proceeds Under Plan 1.
- --------------------------------------------------------------------------
Settlement Male Payee Female Payee
Age
-----------------------------------------------------------------
10 Years 15 Years 20 Years 10 Years 15 Years 20 Years
Certain Certain Certain Certain Certain Certain
- --------------------------------------------------------------------------
20 $2.90 $2.89 $2.89 $2.80 $2.80 $2.80
25 2.99 2.98 2.98 2.88 2.87 2.87
30 3.10 3.10 3.09 2.96 2.96 2.96
35 3.24 3.24 3.23 3.08 3.07 3.07
40 3.43 3.41 3.39 3.22 3.21 3.20
45 3.66 3.64 3.60 3.40 3.39 3.37
50 3.95 3.91 3.85 3.63 3.61 3.59
51 4.02 3.97 3.91 3.68 3.66 3.63
52 4.09 4.04 3.96 3.74 3.72 3.68
53 4.16 4.11 4.02 3.80 3.77 3.74
54 4.24 4.18 4.08 3.86 3.83 3.79
55 4.32 4.25 4.15 3.93 3.90 3.85
56 4.41 4.33 4.21 4.00 3.96 3.91
57 4.50 4.41 4.28 4.07 4.03 3.97
58 4.60 4.49 4.34 4.15 4.10 4.03
59 4.70 4.58 4.41 4.23 4.18 4.10
60 4.81 4.67 4.48 4.32 4.26 4.17
61 4.92 4.77 4.55 4.42 4.35 4.24
62 5.04 4.86 4.62 4.52 4.43 4.31
63 5.17 4.96 4.69 4.62 4.53 4.39
64 5.30 5.06 4.76 4.73 4.63 4.46
- --------------------------------------------------------------------------

- --------------------------------------------------------------------------
Settlement Male Payee Female Payee
Age
----------------------------------------------------------------
10 Years 15 Years 20 Years 10 Years 15 Years 20 Years
Certain Certain Certain Certain Certain Certain
- --------------------------------------------------------------------------
65 $5.44 $5.17 $4.83 $4.85 $4.72 $4.54
66 5.58 5.28 4.89 4.97 4.83 4.62
67 5.74 5.38 4.96 5.10 4.93 4.69
68 5.89 5.49 5.02 5.24 5.04 4.77
69 6.05 5.60 5.08 5.39 5.16 4.84
70 6.22 5.70 5.13 5.55 5.28 4.92
71 6.39 5.81 5.18 5.71 5.39 4.99
72 6.57 5.91 5.23 5.88 5.51 5.05
73 6.75 6.01 5.27 6.06 5.63 5.12
74 6.93 6.10 5.31 6.25 5.75 5.17
75 7.12 6.19 5.35 6.44 5.87 5.22
76 7.30 6.28 5.38 6.64 5.98 5.27
77 7.49 6.35 5.40 6.85 6.09 5.31
78 7.67 6.43 5.42 7.06 6.19 5.35
79 7.85 6.49 5.44 7.27 6.28 5.38
80 8.02 6.55 5.46 7.48 6.37 5.41
81 8.18 6.61 5.47 7.68 6.45 5.43
82 8.34 6.65 5.48 7.88 6.52 5.45
83 8.49 6.69 5.49 8.08 6.58 5.47
84 8.63 6.73 5.50 8.26 6.63 5.48
85 & over 8.76 6.76 5.50 8.43 6.68 5.49
- --------------------------------------------------------------------------

Values for ages not shown will be furnished upon request.

<PAGE>

Plan 2. Income for a Fixed Period 4. We will make equal periodic payments for a
fixed period, not longer than 30 years. Payments can be annual, semi-annual,
quarterly or monthly. Payments will be made according to the table below.
Guaranteed amounts payable under this plan will earn interest at 3% compounded
yearly. We may increase the interest and the amount of any payment. If the payee
dies, the amount of the remaining guaranteed payments will be discounted to the
date of the payee's death at the same rate used in calculating income payments.
The discounted amount will be paid in one sum to the payee's estate unless
otherwise provided.

Plan 2 Table

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

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

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

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

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

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

<PAGE>

Plan 5 Table

Monthly payment rates for each $1,000 of proceeds under Plan 5.

<TABLE>
<CAPTION>
<S> <C>
- -----------------------------------------------------------------------------------------------------------------------
Male Settlement Female Settlement Age

-----------------------------------------------------------------------------------------------------------
Age 35 40 45 50 55 60 65 70 75 80 85 & Over
- -----------------------------------------------------------------------------------------------------------------------
35 $2.95 $3.00 $3.06 $3.11 $3.15 $3.18 $3.20 $3.22 $3.23 $3.24 $3.24
40 2.98 3.06 3.13 3.20 3.26 3.31 3.35 3.38 3.40 3.41 3.42
45 3.01 3.10 3.20 3.30 3.39 3.46 3.53 3.58 3.61 3.64 3.65
50 3.03 3.14 3.25 3.38 3.51 3.63 3.73 3.81 3.87 3.91 3.93
55 3.04 3.16 3.30 3.45 3.62 3.79 3.94 4.08 4.18 4.25 4.29
60 3.05 3.18 3.33 3.51 3.72 3.94 4.16 4.37 4.55 4.67 4.75
65 3.06 3.19 3.36 3.56 3.79 4.07 4.37 4.68 4.96 5.18 5.32
70 3.07 3.20 3.37 3.59 3.85 4.17 4.55 4.97 5.39 5.75 6.00
75 3.07 3.21 3.38 3.61 3.89 4.24 4.68 5.20 5.78 6.32 6.73
80 3.07 3.21 3.39 3.62 3.91 4.28 4.76 5.37 6.08 6.81 7.40
85 & OVER 3.07 3.22 3.39 3.62 3.92 4.31 4.81 5.47 6.28 7.15 7.91
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

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

Settlement Age: The settlement age is the payee's age nearest birthday on the
date payments begin, minus an age adjustment from the table below. The age
adjustment cannot exceed the age of the payee.

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

- -------------------------------------------------
---- 2001 0
2000 2026 3
2025 2051 7
2050 ---- 10
- ------------------------------------------------

<PAGE>

FLEXIBLE PREMIUM VARIABLE
DEFERRED ANNUITY POLICY

* INCOME PAYMENTS BEGINNING AT MATURITY
* NO DIVIDENDS
* SOME BENEFITS REFLECT INVESTMENT RESULTS

THE LIFE OF INSURANCE
COMPANY OF VIRGINIA

EXHIBIT (4)(b)(i)

JOINT ANNUITANT ENDORSEMENT

<PAGE>

ENDORSEMENT

This policy is hereby amended as follows:

1. If both the annuitant and the contingent annuitant are living at the
maturity date, the following sentence of the MONTHLY INCOME BENEFIT
section is deleted:

"Your plan will be Life Income with 10 Years Certain, unless you
choose otherwise."

and replaced by the following sentence:

"Your plan will be Joint Life and Survivor Income unless you choose
otherwise."

2. If both the annuitant and the contingent annuitant are living at the
maturity date, the following phrase of the MONTHLY INCOME BENEFIT section
is deleted:

"(a) is the monthly payment rate per $1,000 under the Optional Payment
Plans for Income 10 years Certain, using the sex and age nearest
birthday of the annuitant, instead of the payee, on the maturity
date;"

and replaced by the following:

"(a) is the monthly payment rate per $1,000, shown under the Optional
Payment Plans for Joint Life and Survivor Income, using the sexes
and ages nearest birthday of the annuitant and the contingent
annuitant, instead of the payees, on the maturity date;"

3. The "Misstatement of Age or Sex" provision under the GENERAL INFORMATION
section shall be construed to apply to both the annuitant and the
contingent annuitant.

4. The owner may not add a contingent annuitant should the annuitant or
contingent annuitant die before the maturity date.

For the Life Insurance Company of Virginia,

<PAGE>

Paul E. Rutledge, III

President

EXHIBIT (4)(b)(ii)

IRA ENDORSEMENT

<PAGE>

ENDORSEMENT

In order to qualify this contract as an Individual Retirement Annuity under
Section 408 of the Internal Revenue Code of 1986, as amended, (hereafter
referred to as The Code), the following provisions and restrictions are hereby
made applicable, notwithstanding any provisions to the contrary contained in the
policy. In the case of a conflict between the policy and the endorsement, the
endorsement overrides the policy.

ARTICLE 1 - Non-Transferability and Non-Forfeitability

ARTICLE 2 - Premium Limitation

Except in the case of a rollover contribution, as that term is described in
Section 402(a)(5), 402(a)(6), 402(a)(7); 403(a)(4), 403(b)(8), or 408(d)(3) of
The Code, or a direct transfer from one Individual Retirement Annuity issued by
the Company to another Individual Retirement Annuity issued by the Company, no
premiums will be accepted unless they are in cash, and the total of such
premiums shall not exceed $2000 for any taxable year. If the premium consists
entirely of an employer contribution under a simplified employee pension, as
such is defined in Section 408(k) of The Code, the maximum amount of premium
stated in paragraph 1 of this article shall be increased by the amount of this
limitation in effect under section 415(c)(1)(A) of The Code.

The minimum premium required for each additional premium payment under this IRA
is $50. The sentence stating that "Each additional premium payment must be at
least $1,000" found in the Premium Payments section of the policy is deleted.

ARTICLE 3 - Refund of Premiums

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

ARTICLE 4 - Distributions Before Death Of The Owner

Federal tax law requires that minimum distributions from individual retirement
arrangements, including Individual Retirement Annuities, begin not later than
April 1 of the calendar year following the year in which the owner attains age
70 1/2. In order to comply with this requirement, the Surrender Value of this
annuity may be distributed as a lump sum or may be distributed in equal or
substantially equal amounts over (a) the life of the owner, or the lives of the
owner and a designated beneficiary, or (b) a period certain not extending beyond
the life expectancy of the owner, or the joint life expectancy of the owner and
a designated beneficiary.

If distributions are to be made to the owner in the manner described in (a) or
(b) of this Article, the amount to be distributed each year, beginning with the
first calendar year for which

<PAGE>

distributions are required and then for each succeeding calendar year, shall not
be less than the quotient obtained by the dividing the Surrender Value as of the
beginning of each year by the lesser of (1) the applicable life expectancy or
(2) if the owner's spouse is not the designated beneficiary, the applicable
divisor determined from the table set forth in Q&A-4 of Section 1.401(a)(9)-2 of
the Proposed Income Tax Regulations. For purposes of this calculation only,
"Surrender Value at the beginning of each year" will include amounts not in this
Individual Retirement Annuity at the beginning of the year because they have
been withdrawn for the purpose of making a rollover contribution to another
individual retirement plan. Distributions after the death of the owner shall be
distributed using the applicable life expectancy as the relevant divisor without
regard to Section 1.401(a)(9)-2 of the Proposed Income Tax Regulations.

Life expectancy and joint and last survivor expectancy are computed by use of
the expected return multiples in Tables V of Section 1.72-9 of the Income Tax
Regulations. Unless otherwise elected by the owner by the time distributions are
required to begin, life expectancies shall be subsequent years. The life
expectancy of a non-spouse beneficiary may not be recalculated, instead life
expectancy will be calculated using the attained age of such beneficiary during
the calendar year in which distributions are required to begin pursuant to this
section, and payments for subsequent years shall be calculated based on such
life expectancy reduced by one for each calendar year which has elapsed since
the calendar year life expectancy was first calculated. Distributions under this
annuity shall be made in accordance with the requirements of Section 401(a)(9)
of the Code and the regulations thereunder.

ARTICLE 5 - Distributions Upon Death Of The Owner

If the owner dies after distribution of his or her interest has commenced, the
remaining portion of such interest will continue to be distributed at least as
rapidly as under the method of distribution being used prior to the owner's
death.

If the owner dies before distribution of his or her interest commences, the
owner's entire interest will be distributed in accordance with one of the
following four provisions: (a) The owner's entire interest will be paid within
five years after the owner's death. (b) If the owner's interest is payable to a
designated beneficiary and the owner has not elected (a) above, then the entire
interest will be distributed in substantially equal installments over the life
or life expectancy of the designated beneficiary commencing no later than one
year after the date of the owner's death. The designated beneficiary may elect
at any time to receive greater payments to the extent of payments guaranteed to
be made. (c) If the designated beneficiary is the owner's surviving spouse, the
spouse may elect within the five year period commencing with the owner's date of
death to receive equal or substantially equal payments over the life or life
expectancy of the surviving spouse commencing at any date prior to the date on
which the deceased owner would have attained age 70 1/2. The surviving spouse
may increase the frequency or amount of these payments at any time to the extent
of any payments guaranteed to be made. (d) If the designated beneficiary is the
owner's surviving spouse, the spouse may treat the contract as his or her own
individual retirement annuity. This election will be deemed to have been made if
such surviving spouse makes a regular IRA contribution to the contract, makes a
rollover to or from such contract, or fails to elect any of the above three
provisions.

For purposes of this Article 5, payments will be calculated by use of he
expected return multiples in Tables V and VI of Section 1.72-9 of the Income Tax
Regulations. Unless otherwise elected by the surviving spouse by the time
distributions are required to begin, life expectancies shall be recalculated
annually. Such election shall be irrevocable as to the surviving spouse and
shall

<PAGE>

apply to all subsequent years. In the case of any other designated beneficiary,
life expectancy will be calculated at the time payment first commences and
payments for any 12-consecutive month period will be based on such life
expectancy minus the number of whole years passed since distribution first
commenced.

Any amount paid to a child of the owner will be treated as if it had been paid
to the surviving spouse if the remainder of the interest becomes payable to the
surviving spouse when the child reaches the age of majority.

ARTICLE 6 - Applicant

The applicant for the policy is the owner/annuitant of the policy. This policy
is established for the exclusive benefit of the owner(s) or his or her
beneficiaries.

ARTICLE 7 - Annual Reports

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

ARTICLE 8 - Amendments

The Company shall have the right, solely at its discretion, to amend any and all
provisions of the policy in order to maintain qualification of the policy as an
Individual Retirement Annuity under Section 408 of The Code. Such endorsement
will be effective with respect to the annuitant and this policy upon receipt by
the owner. The owner has the right to refuse to accept any amendment; however,
the Company shall not be held liable for any such tax consequences incurred by
the owner as a result of his or her refusal to accept such amendment.

For THE LIFE INSURANCE COMPANY OF VIRGINIA

Paul E. Rutledge, III
President

EXHIBIT (4)(b)(iii)

PENSION ENDORSEMENT

<PAGE>

ENDORSEMENT

In order to use this contract under the Internal Revenue Code of 1986, as
amended, (hereafter referred to as The Code), the following provisions and
restrictions are hereby made applicable, notwithstanding any provisions to the
contrary contained in the policy.

Non-Transferability

The owner may not change the ownership of the policy and the policy may not be
sold, assigned or pledged as collateral for a loan or as security for the
performance of an obligation or for any other purpose to anyone other than The
Life Insurance Company of Virginia unless the owner is the trustee of an
employee trust qualified under The Code. The purpose of this provision is to
qualify the annuity under Section 401(g) of The Code, and it shall be so
construed.

Monthly Income Benefit

We will make monthly payments to the annuitant for a guaranteed period. If the
annuitant dies before the end of the guaranteed minimum period, the remaining
payments will be discounted at the same rate used to calculate the monthly
income. The discounted amount will be paid in one sum to the annuitant's estate
unless otherwise provided.

Optional Payment Plans

We will make payments that do not depend on the sex of the annuitant. New
monthly payment rates for the Life Income plan or the Joint Life and Survivor
Income plan are contained in this endorsement.

Settlement Age: The settlement age is the payee's age nearest birthday on the
date payments begin, minus an age adjustment from the table below. The age
adjustment cannot exceed the age of the payee.

- ------------------------------------------------------------------
Year Payments Begin Age
After Prior To Adjustment
- ------------------------------------------------------------------
- ---- 2001 0
2000 2026 3
2025 2051 7
2050 ---- 10
- ------------------------------------------------------------------

<PAGE>

LIFE INCOME PLAN TABLE

Monthly Payment Rates for each $1000 of proceeds
- ---------------------------------------------------------------------
Age 10 15 20 Age 10 15 20
Years Years Years Years Years Years
Certain Certain Certain Certain Certain Certain

- ---------------------------------------------------------------------
20 $2.82 $2.82 $2.82 55 $4.00 $3.96 $3.90
25 2.90 2.89 2.89 56 4.07 4.03 3.96
30 2.99 2.99 2.98 57 4.15 4.10 4.03
35 3.11 3.10 3.10 58 4.23 4.18 4.09
40 3.26 3.25 3.24 59 4.32 4.25 4.16
45 3.45 3.43 3.42 60 4.41 4.34 4.23
50 3.59 3.67 3.64 61 4.51 4.42 4.30
51 3.74 3.72 3.68 62 4.61 4.51 4.37
52 3.80 3.78 3.74 63 4.72 4.61 4.44
53 3.87 3.84 3.79 64 4.83 4.70 4.52
54 3.93 3.90 3.85 65 4.95 4.80 4.59

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

- -------------------------------------------------------------------------
Age 10 15 20 Age 10 15 20
Years Years Years Years Years Years
Certain Certain Certain Certain Certain Certain

- -------------------------------------------------------------------------
66 $5.08 $4.91 $4.67 77 $6.96 $6.14 $5.33
67 5.22 5.02 4.74 78 7.16 6.23 5.36
68 5.36 5.13 4.82 79 7.36 6.32 5.39
69 5.51 5.24 4.89 80 7.57 6.40 5.42
70 5.66 5.35 4.96 81 7.77 6.47 5.44
71 5.83 5.47 5.02 82 7.96 6.54 5.46
72 6.00 5.58 5.09 83 8.14 6.60 5.47
73 6.18 5.70 5.15 84 8.32 6.65 5.48
74 6.37 5.81 5.20 85 & over 8.48 6.69 5.49
75 6.56 5.93 5.25
76 6.76 6.03 5.29

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

*Age means Settlement Age

JOINT LIFE AND SURVIVOR INCOME PLAN TABLE

Monthly Payment Rates for each $1000 of proceeds
- ----------------------------------------------------------------------------------------------------------------------
Settlement Settlement
Age Age
---------------------------------------------------------------------------------------------------------
35 40 45 50 55 60 65 70 75 80 85 & over
- ----------------------------------------------------------------------------------------------------------------------
35 $2.92 $2.97 $3.00 $3.03 $3.06 $3.07 $3.08 $3.09 $3.10 $3.10 $3.11
40 2.97 3.03 3.08 3.13 3.17 3.20 3.22 3.23 3.24 3.25 3.25
45 3.00 3.08 3.16 3.23 3.29 3.34 3.38 3.41 3.42 3.44 3.44
50 3.03 3.13 3.23 3.33 3.43 3.51 3.57 3.62 3.65 3.67 3.68
55 3.06 3.17 3.29 3.43 3.56 3.68 3.79 3.87 3.93 3.96 3.99
60 3.07 3.20 3.34 3.51 3.68 3.86 4.03 4.16 4.27 4.34 4.38
65 3.08 3.22 3.38 3.57 3.79 4.03 4.27 4.49 4.68 4.81 4.89
70 3.09 3.23 3.41 3.62 3.87 4.16 4.49 4.83 5.14 5.38 5.54
75 3.10 3.24 3.42 3.65 3.93 4.27 4.68 5.14 5.61 6.02 6.30
80 3.10 3.25 3.44 3.67 3.96 4.34 4.81 5.38 6.02 6.63 7.10
85 & over 3.11 3.25 3.44 3.68 3.99 4.38 4.89 5.54 6.30 7.10 7.76

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

For the Life Insurance Company of Virginia

Paul E. Rutledge III
President

EXHIBIT (4)(iv)

Section 403b Endorsement

<PAGE>

ENDORSEMENT

Cash Value Withdrawal Restrictions Effective January 1, 1989

You may not withdraw cash value resulting from:

* premiums paid after December 31, 1988, as elective deferrals through a salary
reduction agreement;

* earnings on those premiums;

* earnings on the amount of cash value as of December 31, 1988, attributable to
premiums paid as elective deferrals.

These restrictions are required by Section 403(b)(11), which was added to the
Internal Revenue Code by the Tax Reform Act of 1986. They override any policy
provisions to the contrary.

Exceptions to Restrictions on Cash Value Withdrawals

The restrictions listed above do not apply to withdrawals due to your:

* death;

* attainment of age 59 1/2;

* ending employment with the employer sponsoring the 403(b) plan;

* disability, as defined in Section 403(b)(11); or

* financial hardship, as defined in Section 403(b)(11). In the case of financial
hardship, only cash value from premiums paid through elective deferrals, and
not cash value from income on those premiums, may be withdrawn.

For The Life Insurance Company of Virginia,

Paul E. Rutledge, III
President

EXHIBIT (4)(v)

Endorsement Modifying Transfers

<PAGE>

ENDORSEMENT

This policy is amended as follows:

The provision, Transfers Before Income Payments Begin is deleted in its entirety
and replaced with the following:

Transfers Before Income Payments Begin

You may transfer amounts amount the Investment Subdivisions of the Separate
Account by sending a written request to our home office. We reserve the right to
limit, upon written notice, the number of transfers to twelve or, if necessary
for the policy to continue to be treated as an annuity policy by the IRS, a
lower number. Also, we reserve 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 fund in which the Investment
Subdivision invests.

The transfer will be effective as of the end of the valuation period during
which we receive your request at our home office. If the amount of your cash
value remaining in an Investment Subdivision after the transfer is less than
$100, then we will transfer the amount remaining in addition to the amount
requested. We will not allow a transfer into any Investment Subdivision unless
the cash value of that Investment Subdivision after the transfer is at least
$100. The first transfer in each calendar month will be made without a transfer
charge. Thereafter, each time amounts are transferred, a transfer charge will be
imposed. The transfer charge is shown on page 3. When we make transfers, the
cash value on the date of the transfer charge will not be affected by the
transfer except to the extent of the transfer charge will be taken from the
amount transferred.

The provision, Transfers After Variable Income Payments Begin is deleted in its
entirety and replaced with the following:

Transfers After Variable Income Payments Begin

If the amount of your cash value remaining in an Investment Subdivision after
the transfer is less than $1000, then we will transfer the amount remaining in
addition to the amount requested. We will not allow a transfer into any
Investment Subdivision unless the cash value of that Investment Subdivision
after the transfer is at least $100. No transfer charge is imposed for transfers
of annuity units. The amount of the Income Payment as of the date of the
transfer will not be affected by the transfer.

<PAGE>

For THE LIFE INSURANCE COMPANY OF VIRGINIA

Paul E. Rutledge III
President

EXHIBIT (4)(vi)

Minimum Premium Endorsement

<PAGE>

ENDORSEMENT

This policy is amended as follows:

The following paragraph in the provision. Additional Premium Payments is
deleted:

You may make additional premium payments. Each additional premium payment
must be at least $1000.00.

The following paragraph is added in place of the paragraph deleted above:

You may make additional premium payments. Each additional premium payment
must be at least $100.00.

For THE LIFE INSURANCE COMPANY OF VIRGINIA

Paul E. Rutledge, III

President

EXHIBIT (4)(vii)

Guarantee Account Rider

<PAGE>

GUARANTEE ACCOUNT RIDER

This rider adds a Guarantee Account as described below. In accordance with the
provisions described herein, you may allocate net premium payments to the
Guarantee Account and/or transfer amounts between the Guarantee Account and the
Investment Subdivisions of the Separate Account. Upon maturity or surrender of
the policy, any amount in the Guarantee Account will be added to the account
value from the Separate Account and, after deduction of any applicable surrender
charge, will be paid in a lump sum or applied under an optional payment plan as
described in the policy.

The account value of the policy includes the account value allocated to the
Investment Subdivisions of the Separate Account and the account value allocated
to the Guarantee Account.

This rider is effective on the policy date shown in the data page unless a
different effective date is shown.

The Guarantee Account

Amounts allocated to the Guarantee Account are held in our General Account,
which consists of the assets owned by Life of Virginia other than those
allocated to our Separate Accounts. Allocations to the Guarantee Account become
part of the General Account. Subject to applicable law, we have sole discretion
over the investment of the assets of the General Account, and those assets may
be chargeable with liabilities arising out of any business we may conduct.

You may elect to allocate net premiums to the Guarantee Account, to Investment
Subdivisions of the Separate Account as described in the policy, or to a
combination of both. Any allocation of net premium to the Guarantee Account will
take effect immediately regardless of policy provisions relating to allocation
during the initial investment period, if any. Before income payments begin, you
may also transfer amounts from the Guarantee Account to various Investment
Subdivisions of the Separate Account, or from the Investment Subdivisions of the
Separate Account to the Guarantee Account. Rules regarding transfers between the
Guarantee Account and the subdivisions of the Separate Account are described in
Transfers below.

Account Value of the Guarantee Account

Amounts allocated to the Guarantee Account earn interest at the interest rate in
effect at the time of allocation. This rate will never be less than 4% per
annum, however, we may credit a higher rate of interest. With respect to each
amount allocated, the interest rate set at the time of allocation will remain in
effect for one year from that date, (the interest rate guarantee period). At the
end of each interest rate guarantee period, a new one year will be set, and a
new interest rate guarantee period will commence, with respect to that portion
of account value in the Guarantee Account represented by that particular
allocation.

If the Account Value in the Separate Account is sufficient to cover the annual
policy maintenance charge described in the policy, then the charge will be
deducted from the Account Value in the Separate Account. If the Account Value in
the Separate Account is insufficient, then the deduction will be made first from
the Account Value in the Separate Account. The excess of the charge over the
Account Value in the Separate Account will then be deducted from the Account
Value in the Guarantee Account. Deductions from the Guarantee Account will be
taken from the amounts

<PAGE>

which have been in the Guarantee Account for the longest period of time.

Transfers

You may transfer amounts between the Guarantee Account and Investment
Subdivisions of the Separate Account. Transfers will be effective on the date we
receive your request at our Home Office.

With respect to transfers between the Guarantee Account and the Investment
Subdivisions of the Separate Account, we reserve the right to impose the
following restrictions:

. Transfers of any portion of the amount held in the Guarantee Account to
subdivisions of the Separate Account may be made only during the 30 day
period beginning with the end of the preceding interest rate guarantee
period applicable to that portion. We may limit the amount which may be
transferred, but we will not limit it to less than 25% of that portion of
the Guarantee Account represented by the original allocation, plus any
accrued interest on that portion of the Guarantee Account.

. No transfers from any subdivision of the Separate Account to the Guarantee
Account may be made during the six month period following the transfer of
any amount from the Guarantee Account to any subdivisions of the Separate
Account.

In all other respects, the rules and charges applicable to transfers between the
various Investment Subdivisions of the Separate Account as described in the
policy will apply to transfers involving the Guarantee Account.

Surrenders

The policy provisions regarding surrenders and partial surrenders are unaffected
by the Guarantee Account with the following exceptions:

. With regard to partial surrenders, you may specify whether the deduction
should be made from the Guarantee Account or the Investment Subdivisions
of the Separate Account. If you do not, we will deduct the amount of the
partial surrender first from the Investment Subdivisions of the Separate
Account on a pro-rata basis, in proportion to the account value in each
subdivision of the Separate Account. Any amount remaining will be deducted
from the Guarantee Account Deductions from the Guarantee Account will be
taken from the amounts which have been in the Account for the longest
period of time.

. We reserve the right to defer payment of any amounts from the Guarantee
Account for up to six months. We will not defer if the law requires us to
pay earlier, or if the amount payable is to be used to pay premiums on
policies with us.

For THE LIFE INSURANCE COMPANY OF VIRGINIA

Paul E. Rutledge, III
President

EXHIBIT (4)(viii)

Endorsement Correcting Death Provisions

<PAGE>

ENDORSEMENT

This policy is amended as follows:

The first paragraph of the Distribution Rules section in the Death Provisions is
deleted and replaced with the following:

The following distribution rules will apply after the
death of the Owner, Joint Owner or the Annuitant
occurring before income payments begin:

The first paragraph of the Optional Death Benefit at Death of the Annuitant
provision in the Death Provisions is deleted and replaced with the following:

If the deceased was the Annuitant, his or her death
occurs before income payments begin, and he or she was
age 75 or younger on the policy date, the
Designated Beneficiary may surrender the contract
for the Death Benefit within 90 days of the date of such
death. If this optional death benefit is paid, the
contract will terminate, and we will have no further
obligation under the policy.

For THE LIFE INSURANCE COMPANY OF VIRGINIA

Paul E. Rutledge, III
President

EXHIBIT 4 (b) (ix)

Endorsement waiving surrender charges
for Hospital or Nursing Facility Confinement

<PAGE>

ENDORSEMENT

This policy is hereby amended by adding the following provision to the
ACCOUNT VALUE BENEFITS section:

Waiver of Surrender Charges in the Event of Hospital or Nursing Facility
Confinement

We will waive the surrender charges arising from a full surrender or one or
more partial surrenders occurring before income payments begin if:

* The annuitant is, or has been confined to at state licensed or legally
operated hospital or inpatient nursing facility for at least 30
consecutive days; and

* Such confinement begins at least one year after the policy date: and

* The annuitant was age 75 or younger on the policy date; and

* The request for the full or partial surrender, together with proof of
such confinement, is received in the Home Office while the annuitant is
confined or within 90 days after discharge from the facility.

This endorsement is effective on the policy date.

For The Life Insurance company of Virginia.

Paul E. Rutledge III
President

EXHIBIT 4 (b) (x)

Endorsement modifying provision titled

Reduced charges on certain Surrenders

<PAGE>

ENDORSEMENT

This policy is amended as follows:

The provision titled Reduced Charges on Certain Surrenders in the Surrender
Charge subsection of the Account Value Benefits section is amended by removing
the phrase, after the first policy year wherever it appears in the provision.

For THE LIFE INSURANCE COMPANY OF VIRGINIA

Paul E. Rutledge III
President

EXHIBIT (5)(A)

Application Form

<PAGE>

THE LIFE INSURANCE COMPANY OF VIRGINIA
VARIABLE ANNUITY APPLICATION

1 PROPOSED
ANNUITANT Social Security No.
--------------------------------- ------------
Name (if no middle name, use NMN)

--------------------------------- Date of Birth:
Street Address -----------------
Mo. Day Yr.

--------------------------------
City State Zip Age
---------

( )
-------------------------------- Sex: Male Female
Telephone ------- ------

1a CONTINGENT
ANNUITANT --------------------------------- Social Security No.
Name (if no middle name, use NMN) -----------

Date of Birth:
-------------------------------- ---------------
Street Address Mo. Day Yr.

-------------------------------- Age
City State Zip ---------

( ) Sex: Male Female
-------------------------------- ----- ------
Telephone

2 OWNER
(if other than
Proposed
annuitant)
Taxpayer ID or
--------------------------------- Social Security No.
Name (if no middle name, use NMN) ----------

If Applicable:

--------------------------------- Date of Birth:
Street address ---------------
Mo. Day Yr.
Age
--------------------------------- ------------
City State Zip

<PAGE>

( )
--------------------------------- Sex: Male Female
Telephone ----- -----

2a Joint
Owner

Taxpayer ID or
-------------------------------- Social Security No.
Name(if no middle name, use NMN) ---------

-------------------------------- If applicable:
Street address
Date of Birth
---------------
Mo. Day Yr.

-------------------------------- Age
City State Zip ------------

( ) Sex: Male Female
-------------------------------- ---- -----
Telephone

3 Beneficiary
Primary
--------------------------------- Relationship to Owner
Name (if no middle Name,use NMN) --------

--------------------------------- Annuitant
Street address -------------------

Contingent Relationship to Owner
----------------------- --------
Name (if no middle Name, use NMN)

---------------------------------- Annuitant
Street address -------------------

CHANGES IN DESIGNATIONS

The following designations may be changed by the Owner at any time, unless they
are made irrevocable. Check the appropriate boxes below ONLY if a designation is
to become irrevocable:

Primary Beneficiary Contingent Beneficiary Contingent Annuitant
- --- --- ---

4 Type of Plan ____ Nonqualified ___ Qualified:
____ Individual ___ IRA (circle one):
____ Joint Regular payment; tax year ___
Rollover
Direct Transfer
___ Simplified Employee Pension

<PAGE>

____TSA/403(b)
____Other________________________
Owner ___ Does ____ Does not wish to have Federal Income
Tax withheld from surrenders or annuity payments

5 PAYMENT
WITH
APPLICATION
$
-------------------------------
(Initial minimum:$5,000)

Investment Subdivisions
6 Allocation of %
-------- ------------------------------------------------
Purchase %
-------- ------------------------------------------------
Payments %
-------- ------------------------------------------------
Enter a %
-------- ------------------------------------------------
percentage %
-------- ------------------------------------------------
of at least %
-------- ------------------------------------------------
10% for each %
-------- ------------------------------------------------
fund selected. % Guarantee Account (where available)

Percentages must total 100%.

7 DOLLAR-COST TRANSFER DOLLAR AMOUNTS from the _________________Money Market
AVERAGING Subdivision to the following investment subdivisions according
to the frequency indicated:

(Optional) FREQUENCY AMOUNTS TRANSFER TO INVESTMENT

(must be $100 or more) SUBDIVISIONS
__ MONTHLY(on the $
5th of each month.) -------------- --------------------------
$
-------------- --------------------------
$
__ QUARTERLY -------------- --------------------------
(on the $
last business -------------- --------------------------
day of each $
calendar -------------- --------------------------
quarter.) $
-------------- --------------------------
$
-------------- --------------------------
$
-------------- --------------------------
$
-------------- --------------------------

I understand that the account value in my elected Money Market Subdivision must
be kept at or above the account value level which will permit the dollar-cost
averaging transferes requested; otherwise, these transfers will end. This
requiest is in lieu of the requirement for individual written transfer requests.
I may also change or terminate these transfers by written notice to the address
below or by telephone if a Personal Identification Number (PIN) has been issued
(See Section B). Initials of owner:
---------

<PAGE>

8 TELEPHONE ____ Telephone Transfer Agreement Form assigning Personal
TRANSFER Identification Number for telephone transfers is being
submitted with this application. (optional)

____ Please send Telephone Transfer Agreement Form.

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 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 on the front and back. I/We further agree that this
Important application shall be a part of the annuity contract, and
information. verify our understanding that ALL PAYMENTS AND VALUES PROVIDED
Please read BY THE CONTRACT, WHEN BASED ON THE INVESTMENT EXPERIENCE OF
carefully. THE SEPARATE ACCOUNT, ARE VARIABLE AND NOT GUARANTEED AS TO
DOLLAR AMOUNT. THE OWNER ACKNOWLEDGES RECEIPT OF PROSPECTUSES
AND ALL APPLICABLE AMENDMENTS DATED WITHIN 13 MONTHS OF THIS
APPLICATION FOR THE SEPARATE ACCOUNT AND ALL MUTUAL FUNDS
APPLICABLE TO THE POLICY. I/We agree that no one, except the
President, the Secretary or a Vice President of the Company
can make or change any annuity.

<PAGE>

Proposed
Dated at on ,19 Annuitant
------------------------------ -------------------------
City, State Month, day

Witness to Contingent
Signatures Annuitant
---------------------------- -------------------------
Licensed Resident Agent/Broker (Signature required if designated
as irrevocable)

- -------------------------------------- Owner
Business Name or Stamp -----------------------------
(Signature required if other than
Proposed Annuitant)

Joint Owner
-----------------------

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

AGENTS STATEMENT - Do you have knowledge or reason to believe that replacement
of insurnace is involved?

____ Yes ____ No if "Yes," explain and submit a completed replacement form where
required.

----------------------------------------
Licensed Resident Agent/Broker

- -----------------------------------------------------------------------------------------------------
Agency/Brokerage and Code (Print) Agent/Broker and Code (Print) Agent/Broker and Code (Print)

- -----------------------------------------------------------------------------------------------------
Agent's/Broker Social Security/Tax ID Agent's Broker's address Telephone Number
( )

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

The Life Insurance Company of Virginia
6610 W. Broad Street
Richmond, Virgnia 23230