LIFE OF VIRGINIA SEPARATE ACCOUNT 4
485BPOS, 1998-05-28
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      As filed with the Securities and Exchange Commission on May 1, 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. 19
    

   
           FOR REGISTRATION UNDER THE INVESTMENT COMPANY ACT OF 1940

                                AMENDMENT NO. 24
    

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





<TABLE>
<S>                                                         <C>
        (Name and address of Agent for Service)                          Copy to:
                      Linda L. Lanam, Esquire                    Stephen E. Roth, Esquire
     Senior Vice President, General Counsel & Secretary     Sutherland, Asbill & Brennan, LLP
             The Life Insurance Company of Virginia            1275 Pennsylvania Ave., N.W.
                       6610 West Broad Street                  Washington, D.C. 20004-2415
                     Richmond, Virginia 23230
</TABLE>

It is proposed that this filing will become effective:
   
[X] immediately upon filing pursuant to paragraph (b) of Rule 485
    
[ ] on May 1, 1998 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>

                              Cross Reference Sheet
                              Pursuant to Rule 481

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

PART A

<TABLE>
<CAPTION>

Item of Form N-4                      Prospectus Caption

<S> <C>

1.  Cover Page .....................        Cover Page
2.  Definitions ....................        Definitions
3.  Synopsis .......................        Summary, Account 4 Fee Table
4.  Condensed Financial
      Information ..................        Financial Information; Total Return and Yield
5.  General
     (a)  Depositor ................        The Life Insurance Company of Virginia
     (b)  Registrant ...............        Account 4
     (c)  Portfolio Company ........        The Funds
     (d)  Fund Prospectus ..........        The Funds
     (e)  Voting Rights ............        Voting Rights and Reports
     (f)  Administrators ...........        N/A
6.  Deductions and Expenses
     (a)  General ..................        Charges and Deductions; Summary
     (b)  Sales Load % .............        Sales Charges; Summary
     (c)  Special Purchase Plan ....        N/A
     (d)  Commissions ..............        Distribution of the Policies
     (e)  Expenses - Registrant ....        Charges Against Account 4; Summary
     (f)  Fund Expenses ............        The Funds; Other Charges
     (g)  Organizational Expenses ..        N/A
7.  Contracts
     (a)  Persons with Rights ......        Summary;   The  Policy;   Distributions   Under  the   Policy;   Income
                                            Payments; Voting Rights and Reports; General Provisions
     (b)  (i)  Allocation of
               Purchase Payments ...        Allocation of Net Premium Payments
         (ii)  Transfers ...........        Transfer Charges
        (iii)  Exchanges ...........        N/A
     (c)  Changes ..................        Additions,  Deletions or Substitutions  of Investments;  Changes by the
                                            Owner
     (d)  Inquiries ................        Cover page; Summary; (SAI) Written Notice
8.  Annuity Period .................        Income Payments; Transfers; (SAI) Transfer of Annuity Units
9.  Death Benefit ..................        Death Provisions;
                                            Death Benefit; Payment
                                            of Benefits
10. Purchases and Contract Value
     (a)  Purchases ................        Purchasing  the  Policies;  Accumulation  of  Account  Value;  Value of
                                            Accumulation Units
     (b)  Valuation ................        Value of Accumulation Units
     (c)  Daily Calculation ........        Value of Accumulation Units
     (d)  Underwriter ..............        Distribution of the Policies

11. Redemptions
     (a)  - By Owners ..............        Surrenders; Partial Surrenders
          - By Annuitant ...........        Optional Payment Plans
     (b)  Texas ORP ................        Restrictions on Distributions From Certain Policies
     (c)  Check Delay ..............        Payment Under the Policies
     (d)  Lapse ....................        N/A
     (e)  Free Look ................        Examination of Policy (Refund Privilege)
12. Taxes ..........................        Federal Tax Matters
13. Legal Proceedings ..............        Legal Proceedings
14. Table of Contents for the
     Statement of Additional
     Information ...................        Statement of Additional Information Table of Contents


PART B

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




<PAGE>




PART C -- OTHER INFORMATION

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

</TABLE>


<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4


                               PROSPECTUS FOR THE
               FLEXIBLE PREMIUM VARIABLE DEFERRED ANNUITY POLICY
                                FORM P1140 10/90

                                   Offered by

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

- ----------------------------------------------------------------------------
     This Prospectus describes the above-named individual flexible premium
variable deferred annuity policy ("Policy") issued by The Life Insurance Company
of Virginia ("Life of Virginia"). The Policy is designed to help individuals in
long-term financial planning and provides for the accumulation of capital on a
tax-deferred basis for retirement or other long-term purposes. The Policy may be
used in connection with retirement plans, some of which may qualify for
favorable federal income tax treatment under the Internal Revenue Code.

     The Premium Payments are placed in Life of Virginia Separate Account 4
("Account 4"). Premium payments from other flexible premium variable deferred
annuity policies issued by Life of Virginia are also placed in Account 4. The
Policyowner allocates net premiums among one or more of the 37 Investment
Subdivisions of Account 4. Each Investment Subdivision of Account 4 will invest
solely in a designated investment portfolio that is part of a series-type
investment company. Currently, there are ten such Funds available under this
Policy: the Janus Aspen Series, the Variable Insurance Products Fund, the
Variable Insurance Products Fund II, the Variable Insurance Products Fund III,
the GE Investments Funds, Inc., the Oppenheimer Variable Account Funds, the
Federated Insurance Series, the Alger American Fund, the PBHG Insurance Series
Fund, Inc. and Goldman Sachs Variable Insurance Trust (collectively referred to
as the "Funds"). The Funds, their investment managers and their currently
available portfolios are listed on the following page.

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


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

    Please Read This Prospectus Carefully And Retain It For Future Reference

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
  EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
    ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
                              A CRIMINAL OFFENSE.

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

                  The Date of This Prospectus Is May 1, 1998.


                                       1

<PAGE>

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

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

Variable Insurance Products Fund II:
Asset Manager Portfolio, Contrafund Portfolio

Variable Insurance Products Fund III:
Growth & Income Portfolio, Growth Opportunities Portfolio

GE Investments Funds, Inc.:
S&P 500 Index Fund, Money Market Fund, Total Return Fund, International Equity
Fund, Real Estate Securities Fund, Global Income Fund, Value Equity Fund,
Income Fund, U.S. Equity Fund*

Oppenheimer Variable Account Funds:
Oppenheimer Bond Fund, Oppenheimer Aggressive Growth Fund, Oppenheimer Growth
Fund, Oppenheimer High Income Fund, Oppenheimer Multiple Strategies Fund

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

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

PBHG Insurance Series Fund, Inc.:
PBHG Growth II Portfolio, PBHG Large Cap Growth Portfolio

Goldman Sachs Variable Insurance Trust Fund:*
Goldman Sachs Growth and Income Fund, Goldman Sachs Mid Cap Equity Fund


*The U.S. Equity Fund for GE Investments Funds, the Goldman Sachs Growth and
 Income Fund, and the Goldman Sachs Mid Cap Equity Fund are not available at
 this time to California Policyowners.


                                       2

<PAGE>

                               TABLE OF CONTENTS


                                                        Page
                                                        ----
DEFINITIONS                                               4
FEE TABLE                                                 6
SUMMARY                                                  11
FINANCIAL INFORMATION                                    14
THE LIFE INSURANCE COMPANY OF
VIRGINIA AND LIFE OF VIRGINIA SEPARATE
ACCOUNT 4                                                18
   The Life Insurance Company of Virginia                18
   IMSA Disclosure                                       18
   Account 4                                             18
   Additions, Deletions, or Substitutions of
      Investments                                        18
THE FUNDS                                                19
   Janus Aspen Series                                    19
   Variable Insurance Products Fund                      20
   Variable Insurance Products Fund II                   20
   Variable Insurance Products Fund III                  20
   GE Investments Funds, Inc.                            20
   Oppenheimer Variable Account Funds                    21
   Federated Insurance Series                            22
   The Alger American Fund                               22
   PBHG Insurance Series Fund, Inc.                      22
   Goldman Sachs Variable Insurance Trust                23
Resolving Material Conflicts                             23
TOTAL RETURN AND YIELDS                                  23
THE POLICY                                               24
   Purchasing the Policies                               25
   Allocation of Net Premium Payments                    25
   Accumulation of Account Value                         25
   Value of Accumulation Units                           26
   Transfers                                             26
   Telephone Transfers                                   26
   Dollar-Cost Averaging                                 27
   Portfolio Rebalancing                                 27
   Powers of Attorney                                    27
   Examination of Policy (Refund Privilege)              28
DISTRIBUTIONS UNDER THE POLICY                           28
   Surrender                                             28
   Systematic Withdrawals                                28
   Death Provisions                                      29
   Restrictions on Distributions from Certain
      Policies                                           31
CHARGES AND DEDUCTIONS                                   31
   Charges Against Account 4                             31
   Policy Maintenance Charge                             32
   Sales Charges                                         32
   Transfer Charges                                      34
   Premium Taxes                                         34
   Other Charges                                         34
   Reduction of Charges for Group Sales                  34
INCOME PAYMENTS                                          35
   Monthly Income Benefit                                35
   Determination of Monthly Income Benefits              35
   Optional Payment Plans                                36
FEDERAL TAX MATTERS                                      37
   Introduction                                          37
   Non-Qualified Policies                                38
   Qualified Policies                                    40
   IRA Policies                                          40
   Roth IRAs                                             41
   Simplified Employee Pension Plans                     43
   SIMPLE IRAs                                           43
   Section 403(b) Annuities                              43
   Deferred Compensation Plans of State and Local
      Government and Tax-Exempt Organizations            44
   Other Qualified Retirement Plans                      44
   Legal and Tax Advice for Qualified Plans              44
   Direct Rollover and Mandatory Withholding
      Requirements                                       44
   Federal Income Tax Withholding                        45
GENERAL PROVISIONS                                       45
   The Owner                                             45
   The Annuitant                                         45
   The Beneficiary                                       45
   Changes by the Owner                                  45
   Evidence of Death, Age, Sex or Survival               46
   Joint Policy                                          46
   Payment Under The Policies                            46
DISTRIBUTION OF THE POLICIES                             46
VOTING RIGHTS AND REPORTS                                47
YEAR 2000 COMPLIANCE                                     47
LEGAL PROCEEDINGS                                        47
APPENDIX A --  MATTERS RELATING TO
   POLICIES OFFERED IN CERTAIN STATES                    48
STATEMENT OF ADDITIONAL INFORMATION
   TABLE OF CONTENTS                                     50

                                       3

<PAGE>

DEFINITIONS

     Account Value -- The value of the Policy equal to the Account Value
allocated to the Investment Subdivisions of Account 4.

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

     Accumulation Unit -- An accounting unit of measure used in calculating the
Account Value prior to the Maturity Date.

     Additional Premium Payment -- Any Premium Payment made after the initial
Premium Payment.

     Additional Net Premium Payment -- An Additional Premium Payment multiplied
by the applicable premium tax factor contained in the policy data pages.

     Annuitant -- The Annuitant is the person named in the Policy upon whose
age and, where appropriate, sex determine Monthly Income Benefits.

     Annuity Unit -- An accounting unit of measure used in the calculation of
the amount of the second and each subsequent Variable Income Payment.

     Business Day -- Any day that the New York Stock Exchange is open for
business and any other day in which there is a change in the value of the shares
of a portfolio of any one of the Funds sufficient to materially affect the value
of the assets in the Investment Subdivision of Account 4 that invests
exclusively in that portfolio.

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

     Contingent Annuitant -- The person named in the Policy to become the new
Annuitant under the Policy in the event of the death of the Annuitant before the
Maturity Date.

     Date of Issue -- The date the Policy is issued, as shown on the policy
data page.

     Death Benefit -- The optional benefit provided under a Policy upon the
death of the Annuitant prior to the Maturity Date, if the Annuitant was age 75
or younger on the Policy Date.

     Designated Beneficiary -- The person designated in the Policy who is alive
(or in existence for non-natural designations) on the date of the Owner's,
Joint Owner's, or Annuitant's death and who will be treated as the sole owner
of the Policy following such a death.

     Due Proof of Death -- Proof of death that is satisfactory to Life of
Virginia. Such proof may consist of the following if acceptable to Life of
Virginia:

     (a) A certified copy of the death certificate; or

     (b) A certified copy of the decree of a court of competent jurisdiction as
to the finding of death.

     Fixed Income Payments -- Payments made pursuant to an optional payment
plan the value of which are guaranteed by Life of Virginia.

     Funds -- The mutual funds designated as eligible investments for Account 4.

     General Account -- The assets of Life of Virginia that are not segregated
in any of the separate investment accounts of Life of Virginia.

     Home Office -- The principal offices of The Life Insurance Company of
Virginia at 6610 West Broad Street, Richmond, Virginia 23230.

     Income Payment -- One of a series of payments made under either a Monthly
Income Benefit or one of the optional payment plans.

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

     Investment Subdivision -- A subdivision of Account 4, each of which
invests exclusively in shares of a designated portfolio of one of the Funds.
All investment subdivisions may not be available in all states.


                                       4

<PAGE>

     Joint Owner -- Joint Owners own the Policy equally. If one Joint Owner
dies, the surviving Joint Owner has a right of survivorship to the Policy.

     Maturity Date -- The date stated in the Policy on which Income Payments
are scheduled to commence, if the Annuitant is living on that date.

     Maturity Value -- The Surrender Value of the Policy immediately preceding
the Maturity Date.

     Monthly Anniversary Day -- The same date in each month as the Policy Date.
Whenever the Monthly Anniversary Day falls on a date other than a Business Day,
the monthly anniversary will be deemed the next Business Day.

     Monthly Income Benefit -- The monthly amounts payable to the Owner
beginning on the Maturity Date if the Annuitant is still living.

     Net Investment Factor -- An index applied to measure the investment
performance of an Investment Subdivision from one Valuation Period to the next.


     Net Premium Payment(s) -- The Premium Payment multiplied by the applicable
premium tax factor contained in the policy data pages.

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

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

     Policy Date -- Generally, the date on which the application and initial
Premium Payment are received and accepted by Life of Virginia.

     Policy Month -- A one-month period beginning on a Monthly Anniversary Day
and ending on the day immediately preceding the next Monthly Anniversary Day.

     Policyowner (or "Owner") -- The person or persons (in the case of Joint
Owners) entitled to receive Income Payments after the Maturity Date. The Owner
is also entitled to the ownership rights stated in the Policy during the
lifetime of the Annuitant. The original Policyowner is named in the application.

     Premium Payment(s) -- An amount paid to Life of Virginia by the Policyowner
or on the Policyowner's behalf as consideration for the benefits provided by the
Policy.

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

     Surrender Value -- The Account Value less any applicable surrender charge.


     Valuation Period -- The period between the close of business on a Business
Day and the close of business on the next succeeding Business Day.

     Variable Income Payments -- Payments made pursuant to a payment plan and
which fluctuate based on the investment performance of Investment Subdivisions.



                                       5

<PAGE>

FEE TABLE

<TABLE>
<S> <C>
Policyowner Transaction Expenses:
 Sales Charge on Premium Payments                                                             none
 Deferred Sales Charges
   Maximum Distribution Expense Charge
    (as an annual percentage of certain specified portions of average account value)           0.20%
   Maximum Contingent Deferred Sales Charge (as a percentage of premium
    payments)                                                                                  6.00%
 Other surrender fees                                                                         none
 Transfer charge
   First transfer each month                                                                  none
   Subsequent transfers                                                                     $ 10.00

Annual policy maintenance                                                                   $ 30.00
Annual Expenses
 (as a percentage of account value)
 Mortality and expense risk charge                                                             1.15%
 Other Account fees and expenses                                                                .00%
 Total Annual Expenses                                                                         1.15%
                                                                                            =======
</TABLE>


                                       6

<PAGE>

FUND CHARGES

     The fees and expenses for each of the Funds (as a percentage of net assets)
for the year ended December 31, 1997 are set forth in the following table. For
more information on these fees and expenses, see the prospectuses for the Funds
which accompany this prospectus.

<TABLE>
<CAPTION>
                                                     Management Fees          Other Expenses
                                                    (after fee waiver     (after reimbursement-     Total Annual
                      Fund                            as applicable)          as applicable)          Expenses
- ------------------------------------------------   -------------------   -----------------------   -------------
<S> <C>
Janus Aspen Series:
 Growth Portfolio                                          0.65%                   0.05%                0.70%
 Aggressive Growth Portfolio                               0.73%                   0.03%                0.76%
 International Growth Portfolio                            0.67%                   0.29%                0.96%
 Worldwide Growth Portfolio                                0.66%                   0.08%                0.74%
 Balanced Portfolio                                        0.76%                   0.07%                0.83%
 Flexible Income Portfolio                                 0.65%                   0.10%                0.75%
 Capital Appreciation Portfolio                            0.23%                   1.03%                1.26%
Variable Insurance Products Fund: *
 Equity-Income Portfolio                                   0.50%                   0.08%                0.58%
 Overseas Portfolio                                        0.75%                   0.17%                0.92%
 Growth Portfolio                                          0.60%                   0.09%                0.69%
Variable Insurance Products Fund II: *
 Asset Manager Portfolio                                   0.55%                   0.10%                0.65%
 Contrafund Portfolio                                      0.60%                   0.11%                0.71%
Variable Insurance Products Fund III: *
 Growth & Income Portfolio                                 0.49%                   0.21%                0.70%
 Growth Opportunities Portfolio                            0.60%                   0.14%                0.74%
GE Investments Funds, Inc.:
 S&P 500 Index Fund                                        0.34%                   0.12%                0.46%
 Money Market Fund                                         0.20%                   0.12%                0.32%
 Total Return Fund                                         0.50%                   0.15%                0.65%
 International Equity Fund                                 0.98%                   0.36%                1.34%
 Real Estate Securities Fund                               0.83%                   0.12%                0.95%
 Global Income Fund                                        0.40%                   0.17%                0.57%
 Value Equity Fund                                         0.37%                   0.09%                0.46%
 Income Fund                                               0.42%                   0.17%                0.59%
 U.S. Equity Fund                                          0.55%                   0.25%                0.80%
Oppenheimer Variable Account Funds:
 Oppenheimer Bond Fund                                     0.73%                   0.05%                0.78%
 Oppenheimer Aggressive Growth Fund                        0.71%                   0.02%                0.73%
 Oppenheimer Growth Fund                                   0.73%                   0.02%                0.75%
 Oppenheimer High Income Fund                              0.75%                   0.07%                0.82%
 Oppenheimer Multiple Strategies Fund                      0.72%                   0.03%                0.75%
Federated Insurance Series:
 Federated American Leaders Fund II                        0.66%                   0.19%                0.85%
 Federated Utility Fund II                                 0.48%                   0.37%                0.85%
 Federated High Income Bond Fund II                        0.51%                   0.29%                0.80%
The Alger American Fund:
 Alger American Growth Portfolio                           0.75%                   0.04%                0.79%
 Alger American Small Capitalization Portfolio             0.85%                   0.04%                0.89%
PBHG Insurance Series Fund, Inc.:
 PBHG Growth II Portfolio                                   0.0%                   1.20%                1.20%
 PBHG Large Cap Growth Portfolio                            0.0%                   1.10%                1.10%
Goldman Sachs Variable Insurance Trust Fund
 Goldman Sachs Growth and Income Fund                      0.75%                   0.15%                0.90%
 Goldman Sachs Mid Cap Equity Fund                         0.80%                   0.15%                0.95%
</TABLE>

- ---------
 *The fees and expenses reported for Variable Insurance Products Fund, Variable
Insurance Products Fund II and Variable Insurance Products Fund III are prior to
any fee waiver and/or reimbursement as applicable.

                                       7

<PAGE>

The expense information regarding the Funds was provided by those Funds. The
Variable Insurance Products Fund, Variable Insurance Products Fund II, Variable
Insurance Products Fund III, Oppenheimer Variable Account Funds, Janus Aspen
Series, Federated Insurance Series, The Alger American Fund, PBHG Insurance
Series Fund, Inc., Goldman Sachs Variable Insurance Trust and their investment
advisers are not affiliated with Life of Virginia. While Life of Virginia has no
reason to doubt the accuracy of these figures provided by these non-affiliated
Funds, Life of Virginia has not independently verified such information. The
annual expenses listed for all the Funds except Variable Insurance Products
Fund, Variable Insurance Products Fund II and Variable Insurance Products Fund
III are net of certain reimbursements by the Funds' investment advisers. Life of
Virginia cannot guarantee that the reimbursements will continue.

Absent reimbursements, the total annual expenses of the portfolios of the Janus
Aspen Series during 1997 would have been .78% for Growth Portfolio, .78% for
Aggressive Growth Portfolio, 1.08% for International Growth Portfolio, .81% for
Worldwide Growth Portfolio, .83% for Balanced Portfolio and 2.19% for Capital
Appreciation Portfolio.

With reimbursements, the total annual expenses of the portfolios of the Variable
Insurance Products Fund during 1997 would have been .57% for VIP Equity-Income
Portfolio, .90% for VIP Overseas Portfolio and .67% for VIP Growth Portfolio.

With reimbursements, the total annual expenses of the portfolios of the Variable
Insurance Products Fund II during 1997 would have been .64% for VIP II Asset
Manager Portfolio and .68% for VIP II Contrafund Portfolio.

With reimbursements, the total annual expenses of the portfolios of the Variable
Insurance Products Fund III during 1997 would have been .73% for VIP III Growth
Opportunities Portfolio.

GE Investment Management Incorporated currently serves as investment adviser to
GE Investments Funds, Inc. (formerly Life of Virginia Series Fund, Inc.). Prior
to May 1, 1997, Aon Advisors, Inc. served as investment adviser to this Fund and
had agreed to reimburse the Fund for certain expenses of each of the Fund's
portfolios. Absent certain fee waivers or reimbursements, the total annual
expenses of the portfolios of GE Investments Funds, Inc. during 1997 would have
been .46% for S&P 500 Index Fund, .48% for Money Market Fund, .65% for Total
Return Fund, 1.43% for International Equity, .96% for Real Estate Fund, .57% for
Global Income Fund, .46% for Value Equity Fund, .76% for Income Fund and .86%
for U.S. Equity Fund.

Absent certain fee waivers or reimbursements, the total annual expenses of the
portfolios of the Federated Insurance Series during 1997 would have been .94%
for Federated American Leaders Fund II, 1.12% for Federated Utility Fund II, and
 .89% for Federated High Income Bond Fund II.

Absent certain fee waivers or reimbursements, the total annual expenses of the
portfolios of PBHG Insurance Series Funds, Inc. during 1997 would have been
4.38% for Growth II Portfolio and 5.21% for Large Cap Growth Portfolio.

Absent certain fee waivers or reimbursements, the total annual expenses of the
portfolios of Goldman Sachs Variable Insurance Trust would have been 1.51% for
Growth and Income Fund and 1.33% for Mid Cap Equity Fund.


                                       8

<PAGE>

EXAMPLES: A Policyowner would pay the following expense on a $1,000 investment,
           assuming a 5% annual return on assets and the charges and expenses
           reflected in the Fee Table above:

1. If you surrender* your Policy at the end of the applicable period:




<TABLE>
<CAPTION>
                                                1 Year       3 Years       5 Years       10 Years
Subdivision Investing In:                     ----------   -----------   -----------   -----------
<S>   <C>
Janus Aspen Series
 Balanced .................................       76.95        124.73        157.44        261.54
 Flexible Income ..........................       76.14        122.30        153.37        253.39
 Growth ...................................       75.64        120.77        150.83        248.27
 Aggressive Growth ........................       76.24        122.60        153.88        254.42
 Worldwide Growth .........................       76.04        121.99        152.87        252.37
 International Growth .....................       78.25        128.67        164.00        274.63
 Capital Appreciation .....................       81.27        137.71        178.99        304.15
Variable Insurance Product Funds
 Equity-Income ............................       74.42        117.11        144.68        235.85
 Growth ...................................       75.54        120.47        150.31        247.24
 Overseas .................................       77.85        127.46        161.99        270.62
Variable Insurance Product Funds II
 Asset Manager ............................       75.13        119.24        148.27        243.11
 Contrafund ...............................       75.74        121.07        151.33        249.29
Variable Insurance Product Funds III
 Growth & Income ..........................       75.64        120.77        150.83        248.27
 Growth Opportunities .....................       76.04        121.99        152.87        252.37
GE Investments Funds, Inc.
 Income Fund ..............................       74.52        117.41        145.19        236.89
 S&P 500 Index ............................       73.21        113.43        138.50        223.27
 Total Return .............................       75.13        119.24        148.27        243.11
 International Equity .....................       82.08        140.10        182.95        311.86
 Real Estate Securities ...................       78.15        128.37        163.50        273.63
 Global Income ............................       74.32        116.80        144.17        234.80
 Value Equity .............................       73.21        113.43        138.50        223.27
 Money Market .............................       71.80        109.12        131.24        208.39
 U.S. Equity ..............................       81.27        137.71        178.99        304.15
Oppenheimer Variable Account Funds
 Multiple Strategies ......................       76.14        122.30        153.37        253.39
 Aggressive Growth ........................       75.94        121.69        152.35        251.35
 Growth ...................................       76.14        122.30        153.37        253.39
 High Income ..............................       76.85        124.43        156.92        260.53
 Bond .....................................       76.44        123.21        154.89        256.46
Federated Insurance Series
 High Income Bond II ......................       76.65        123.82        155.91        258.49
 Utility II ...............................       77.15        125.34        158.45        263.57
 American Leaders II ......................       77.15        125.34        158.45        263.57
The Alger American Fund
 Growth ...................................       76.54        123.51        155.41        257.48
 Small Capitalization .....................       77.55        126.55        160.47        267.60
PBHG Insurance Series Fund, Inc.
 Growth II ................................       80.67        135.91        176.02        298.32
 Large Cap Growth .........................       79.66        132.90        171.03        288.52
Goldman Sachs Variable Insurance Trust Fund
 Growth and Income ........................       77.65        126.85        160.98        268.61
 Mid Cap Equity ...........................       78.15        128.37        163.50        273.63
</TABLE>

 * surrender includes annuitization over a period of less than 5 years

                                       9

<PAGE>

2.  If you annuitize at the end of the applicable period, or do not surrender*:

<TABLE>
<CAPTION>
                                                1 Year      3 Years      5 Years       10 Years
Subdivision Investing In:                     ----------   ---------   -----------   -----------
<S> <C>
Janus Aspen Series
 Balanced .................................       23.11       71.23        122.01        261.54
 Flexible Income ..........................       22.31       68.82        117.96        253.39
 Growth ...................................       21.81       67.30        115.43        248.27
 Aggressive Growth ........................       22.41       69.12        118.47        254.42
 Worldwide Growth .........................       22.21       68.51        117.46        252.37
 International Growth .....................       24.41       75.15        128.55        274.63
 Capital Appreciation .....................       27.41       84.13        143.47        304.15
Variable Insurance Product Funds
 Equity-Income ............................       20.60       63.66        109.31        235.85
 Growth ...................................       21.71       67.00        114.92        247.24
 Overseas .................................       24.01       73.95        126.54        270.62
Variable Insurance Product Funds II
 Asset Manager ............................       21.30       65.78        112.88        243.11
 Contrafund ...............................       21.91       67.60        115.93        249.29
Variable Insurance Product Funds III
 Growth & Income ..........................       21.81       67.30        115.43        248.27
 Growth Opportunities .....................       22.21       68.51        117.46        252.37
GE Investments Funds, Inc.
 Income Fund ..............................       20.70       63.96        109.82        236.89
 S&P 500 Index ............................       19.40       60.00        103.16        223.27
 Total Return .............................       21.30       65.78        112.88        243.11
 International Equity .....................       28.21       86.51        147.41        311.86
 Real Estate Securities ...................       24.31       74.85        128.05        273.63
 Global Income ............................       20.50       63.35        108.80        234.80
 Value Equity .............................       19.40       60.00        103.16        223.27
 Money Market .............................       17.99       55.72         95.93        208.39
 U.S. Equity ..............................       27.41       84.13        143.47        304.15
Oppenheimer Variable Account Funds
 Multiple Strategies ......................       22.31       68.82        117.96        253.39
 Aggressive Growth ........................       22.11       68.21        116.95        251.35
 Growth ...................................       22.31       68.82        117.96        253.39
 High Income ..............................       23.01       70.93        121.50        260.53
 Bond .....................................       22.61       69.72        119.48        256.46
Federated Insurance Series
 High Income Bond II ......................       22.81       70.33        120.49        258.49
 Utility II ...............................       23.31       71.84        123.02        263.57
 American Leaders II ......................       23.31       71.84        123.02        263.57
The Alger American Fund
 Growth ...................................       22.71       70.02        119.99        257.48
 Small Capitalization .....................       23.71       73.04        125.03        267.60
PBHG Insurance Series Fund, Inc.
 Growth II ................................       26.81       82.34        140.51        298.32
 Large Cap Growth .........................       25.81       79.35        135.54        288.52
Goldman Sachs Variable Insurance Trust Fund
 Growth and Income ........................       23.81       73.34        125.54        268.61
 Mid Cap Equity ...........................       24.31       74.85        128.05        273.63
</TABLE>

 * surrender includes annuitization over a period of less than 5 years

                                       10

<PAGE>

Other Policies

     We offer other variable annuity policies which also invest in the same
portfolios of the Funds. These Policies may have different charges that could
affect the value of the Investment Subdivisions and may offer different benefits
more suitable to your needs. To obtain more information about these policies,
contact your agent, or call (800) 352-9910.

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


                                    SUMMARY

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

POLICIES ISSUED PRIOR TO 1/28/91, AND, IN CERTAIN STATES, POLICIES ISSUED OR
OFFERED SUBSEQUENT TO THAT DATE CONTAIN CERTAIN POLICY PROVISIONS AND FEATURES
WHICH DIFFER FROM THOSE FOUND IN THE BODY OF THIS PROSPECTUS. PLEASE REFER TO
APPENDIX A FOR A DESCRIPTION OF THESE DIFFERENCES.

The Policy

     The Policy allows the Policyowner to accumulate funds on a tax-deferred
basis based on the investment experience of the assets underlying the Policy.
After the Maturity Date, this Policy also permits the Policyowner to receive
Variable Income Payments based upon either the investment performance of the
selected Investment Subdivisions of Account 4 or Fixed Income Payments based
upon the guarantees of Life of Virginia. The Policy may be purchased on a
non-tax qualified basis (i.e., a Non-Qualified Policy) or it can be purchased
with the proceeds from certain retirement or savings plans qualifying for
favorable federal income tax treatment (i.e., a Qualified Policy).

     The Policyowner can allocate net premiums among up to ten Investment
Subdivisions. (See The Funds.) Before the Maturity Date, the Account Value
depends on the investment experience of the selected Investment Subdivisions;
therefore, before Income Payments begin, the Policyowner bears the entire
investment risk under this Policy. The payee will bear the investment risk after
Income Payments begin with respect to Variable Income Payments.

     In addition, under Policies sold through certain distribution systems,
policyowners can allocate net premiums or transfer amounts from the Investment
Subdivisions to a Guarantee Account. Contributions and/or transfers to the
Guarantee Account become part of the General Account of Life of Virginia.


Premium Payments

     Except for certain group sales, an initial Premium Payment of at least
$5,000 ($2,000 for an IRA Policy) is required. Additional Premium payments of at
least $500 for Non-Qualified Policies or $100 for Qualified Policies or $50 for
IRA Policies generally may be made any time before Income Payments begin. (See
Purchasing the Policies.)

     Subject to the refund privilege described on page 15, Net Premium Payments
are allocated among the Investment Subdivisions (or, if applicable, a Guarantee
Account) in accordance with the Policyowner's written instructions. Net Premium
payments may be allocated among up to ten Investment Subdivisions at any one
time (however, at any point in time, Account Value may not be invested in more
than ten Investment Subdivisions). The minimum allocation permitted is 1% of
each Net Premium Payment but not less than $100. The Policyowner may, by written
request, change the allocation of subsequent Net Premium Payments. (See
Allocation of Net Premium Payments.) In states that require a return of Premium
Payments as a refund privilege, initial Net Premium Payments will be placed in
the Investment Subdivision that invests in the Money Market Fund of the GE
Investments Funds, Inc.


Transfers

     Before Income Payments begin the Policyowner may transfer amounts among the
Investment Subdivisions that are available at the time the transfer is
requested. Currently, there is no limit on the number of transfers that may be
made; however, Life of Virginia reserves the right to impose such a limit in the
future. The first transfer in each calendar month will be made without a
transfer charge. Thereafter, each time amounts are transferred, a transfer
charge of $10 will be


                                       11

<PAGE>

imposed. (See Transfers.) Life of Virginia may not honor transfers made by
third parties holding multiple powers of attorney. (See Powers of Attorney.)

     After Variable Income Payments begin, the payee may transfer Annuity Units
among the available Investment Subdivisions once each calendar year. No
transfer charge will be imposed on such transfers.


Surrenders and Partial Surrenders

     Full or partial surrenders may be made any time before Income Payments
begin provided that the surrender is for at least $500 and that the surrender
will not reduce the Account Value to below $5,000 ($2,000 for an IRA Policy).
(See Surrender.) Amounts surrendered will generally be subject to a surrender
charge (also known as a contingent deferred sales charge). (See Sales Charges.)



Charges and Deductions

     To cover the costs of administering the Policies, Life of Virginia deducts
annually a policy maintenance charge of $30 from each Policy. This charge is
made at the beginning of each policy year against the Account Value.

     Two types of sales charges are deducted. The first is called a
distribution expense charge and is deducted monthly from the Account Value
during the first ten years following each Premium Payment. The distribution
expense charge is deducted at a monthly rate of .0166% (which is equivalent to
an annual rate of .20%) of that portion of the Account Value attributable to
each Premium Payment made within the last ten years. (See Sales Charges --
Distribution Expense Charge.)

     The second sales charge is called a surrender charge (also referred to as
a contingent deferred sales charge). (See Sales Charges -- Surrender Charge) A
surrender charge is deducted from full surrenders and certain partial
surrenders that occur within six years of any Premium Payments. If there is a
full surrender of the Policy during the first four years following a Premium
Payment, a maximum surrender charge equal to 6% of each such Premium Payment
will be imposed. Thereafter, the charge decreases 2% per year, so that no
surrender charge, or portion thereof, is ever attributable to a Premium Payment
made more than six years prior to the date of a full surrender.

     Similarly, a surrender charge may be imposed on certain partial surrenders
where the Account Value surrendered is attributable to a Premium Payment made
within the last six years. The amount of the charge is calculated by
multiplying the surrender charge percentage, as described above, by lesser of
(a) that portion of the partial surrender allocated to the particular Premium
Payment and (b) the actual Premium Payment less any previous partial surrenders
allocated to it. The surrender charge will be deducted from the amount
surrendered. A partial surrender occurring later than 12 months after the
preceding partial surrender and for not more than 10% of Account Value is not
subject to a charge.

     LIFE OF VIRGINIA GUARANTEES THAT THE SUM OF THE AGGREGATE SURRENDER
CHARGES ATTRIBUTABLE TO A PARTICULAR PREMIUM PAYMENT TOGETHER WITH THE
AGGREGATE DISTRIBUTION EXPENSE CHARGES PREVIOUSLY DEDUCTED AND ATTRIBUTABLE TO
THAT PREMIUM PAYMENT WILL NEVER EXCEED 8.5% OF THAT PREMIUM PAYMENT.

     A daily charge at an effective annual rate of 1.15% of the average daily
net assets in Account 4 is imposed against those assets to compensate Life of
Virginia for mortality and expense risks assumed by it. (See Charges Against
Account 4.)

     Life of Virginia may deduct a charge for any premium taxes incurred. Any
applicable premium tax may be deducted from either the premium paid or from
proceeds (including benefits for surrender, maturity and death). (See Premium
Taxes.)


Income Payments

     Beginning on the Maturity Date, if the Annuitant is living on that date,
the Policyowner may receive Monthly Income Benefits based upon either the
investment performance of the selected Investment Subdivisions or the
guarantees of Life of Virginia. The amount of the Monthly Income Benefits will
depend on: (1) the Maturity Value; (2) the amount of any applicable state
and/or local premium tax; (3) the Annuitant's sex, where appropriate, and age
on the Maturity Date; and (4) the optional payment plan chosen.

     With respect to Monthly Income Benefits and any Income Payments derived
from Death Benefit or Surrender Value proceeds, the Policyowner may select from
a number of optional payment plans including Income Payments for the life of an
Annuitant (or a different or additional person, depending upon the benefit
payable) with a guaranteed number of Income Payments. (See Optional Payment
Plans.)


                                       12

<PAGE>

Death Provisions

     Subject to a number of distribution rules, certain benefits and other
policy options are available to certain persons on the death of an Owner, Joint
Owner or Annuitant prior to the Maturity Date while the Policy is in force.
(See Distributions Under the Policy -- Death Provisions.)


Refund Privilege

     The Policyowner has 10 days after the Policy is received to examine the
Policy and return it for a refund. Unless state law requires that Premium
Payments be returned as the refund, the amount of the refund will equal the
Account Value (without reduction by any surrender charges). If state law
requires that Premium Payments be returned, the amount of the refund will equal
the greater of (1) the Account Value (without reduction of any surrender
charges) plus any amount deducted from the Premium Payments prior to allocation
to Account 4 and (2) the Premium Payments made. In certain states the
Policyowner may have more than 10 days to return the policy for a refund. (See
Examination of Policy-Refund Privilege.)


Questions

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


                                       13

<PAGE>

                             FINANCIAL INFORMATION

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

                        Condensed Financial Information

     The Accumulation Unit Values and the number of accumulation units
outstanding for each Investment Subdivision for the periods shown are as
follows:

<TABLE>
<CAPTION>
                                          Accumulation   Accumulation     No. of     Accumulation   Accumulation     No. of
                                           Unit Values    Unit Values      Units      Unit Values    Unit Values      Units
                                              as of          as of         as of         as of          as of         As of
                                             1/02/98       12/31/97      12/31/97       1/01/96       12/31/96      12/31/96
                  FUNDS                  -------------- -------------- ------------ -------------- -------------- ------------
<S> <C>
Janus Aspen Series
 Growth ................................       19.18          19.15     4,505,765         13.48          15.79     4,764,409
 Aggressive Growth .....................       20.08          20.26     1,817,576         17.05          18.19     1,975,818
 Worldwide Growth ......................       23.23          23.10     4,938,272         15.00          19.13     4,170,807
 International Growth++ ................       13.71          13.69     1,004,669           --           11.69       474,438
 Balanced ..............................       14.75          14.73     2,481,552         10.63          12.21       358,807
 Flexible Income .......................       12.56          12.52       280,878         10.50          11.33       118,020
 Capital Appreciation++ ................       12.53          12.56        49,257           --             --             --
Variable Insurance Products Fund
 Equity-Income .........................       37.44          37.36     6,589,338         26.12          29.50     6,847,454
 Growth ................................       39.54          39.40     4,467,825         28.47          32.28     4,831,665
 Overseas ..............................       21.27          21.16     3,398,260         17.15          19.19     4,069,123
Variable Insurance Products Fund II
 Asset Manager .........................       24.57          24.53    17,101,510         18.16          20.57    18,979,975
 Contrafund ............................       20.44          20.47     3,296,201         13.92          16.68     3,097,501
Variable Insurance Products Fund III
 Growth & Income ++ ....................       12.40          12.38       294,329           --             --             --
 Growth Opportunities ++ ...............       12.37          12.30       341,417           --             --             --
GE Investments Funds, Inc.
 Money Market ..........................       14.78          14.77     3,512,260         13.61          14.18     2,549,159
 Government Securities .................         --             --             --         16.91          16.94       504,257
 S&P 500 Index .........................       39.77          39.63       918,847         25.00          30.77       580,257
 Total Return ..........................       29.06          28.96       631,828         22.71          24.83       708,065
 International Equity ..................       12.60          12.53     1,212,802         10.58          11.50       207,412
 Real Estate Securities ................       18.40          18.46     1,385,306         11.61          15.63       204,919
 Global Income++ .......................       10.26          10.26       516,898           --             --             --
 Value Equity++ ........................       13.13          13.15       479,621           --             --             --
 Income Fund ...........................       10.05          10.01     1,295,638           --             --             --
Oppenheimer Variable Account Funds
 High Income ...........................       31.35          31.32     1,869,843         24.79          28.24     1,358,227
 Bond ..................................       21.05          20.92       929,630         18.71          19.37       941,269
 Capital Appreciation ..................       36.20          36.52     2,591,419         27.84          33.08     2,726,055
 Growth ................................       37.65          37.62     1,291,813         24.28          30.04     1,190,622
 Multiple Strategies ...................       26.54          26.43     1,553,549         19.98          22.81     1,640,662
Federated Insurance Series
 Federated Utility II ..................       16.80          16.88       485,332         12.23          13.48       545,223
 Federated High Income Bond II .........       15.13          15.11       456,124         11.89          13.43       211,506
 Federated American Leaders II .........       14.51          14.48       361,619           --           11.07        75,662
The Alger American Fund
 AA Growth .............................       13.39          13.42     1,022,514          9.64          10.79     1,190,674
 AA Small Capitalization ...............       10.53          10.64     1,325,070          9.38           9.66     1,339,653
PBHG Insurance Series Fund, Inc.
 Growth II++ ...........................       10.54          10.67        76,611           --             --             --
 Large Cap Growth++ ....................       11.63          11.73        55,997           --             --             --
</TABLE>

                           See page 17 for footnotes.

                                       14

<PAGE>


<TABLE>
<CAPTION>
                                          Accumulation  Accumulation     No. of     Accumulation   Accumulation     No. of
                                          Unit Values    Unit Values      Units      Unit Values    Unit Values      Units
                                             as of          as of         As of         as of          as of         As of
                                            1/03/95       12/31/95      12/31/95       1/03/94       12/31/94      12/31/94
                  FUNDS                  ------------- -------------- ------------ -------------- -------------- ------------
<S> <C>
Janus Aspen Series
 Growth ................................      10.48          13.48     4,432,726         10.30          10.48     3,183,404
 Aggressive Growth .....................      13.53          17.05     1,965,737         11.58          13.53     1,272,142
 Worldwide Growth ......................      11.91          15.00     2,757,216         11.91          11.91     2,247,224
 International Growth++ ................        --             --             --           --             --             --
 Balanced ..............................        --           10.63       111,972           --             --             --
 Flexible Income .......................        --           10.50        39,079           --             --             --
 Capital Appreciation++ ................        --             --             --           --             --             --
Variable Insurance Products Fund
 Equity-Income .........................      19.56          26.12     6,942,107         18.41          19.56     5,088,608
 Growth ................................      21.27          28.47     5,187,186         21.34          21.27     4,641,036
 Overseas ..............................      15.82          17.15     4,508,746         15.79          15.82     5,128,595
Variable Insurance Products Fund II
 Asset Manager .........................      15.70          18.16    21,993,362         16.88          15.70    27,382,848
 Contrafund ............................        --           13.92     2,434,885           --             --             --
Variable Insurance Products Fund III
 Growth & Income ++ ....................        --             --             --           --             --             --
 Growth Opportunities ++ ...............        --             --             --           --             --             --
GE Investments Funds, Inc.
 Money Market ..........................      13.01          13.61       893,974         12.68          13.01       484,719
 Government Securities .................      14.61          16.91       428,950         15.54          14.61       384,390
 S&P 500 Index .........................      18.58          25.00       479,021         18.68          18.58       297,274
 Total Return ..........................      17.94          22.71       745,501         17.64          17.94       666,497
 International Equity ..................        --           10.58       115,562           --             --             --
 Real Estate Securities ................        --           11.61        23,643           --             --             --
 Global Income++ .......................        --             --             --           --             --             --
 Value Equity++ ........................        --             --             --           --             --             --
Oppenheimer Variable Account Funds
 High Income ...........................      20.83          24.79     1,263,712         21.78          20.83     1,125,497
 Bond ..................................      16.17          18.71       952,700         16.65          16.17       967,029
 Capital Appreciation ..................      21.25          27.84     2,647,993         22.89          21.25     2,708,975
 Growth ................................      17.97          24.28       986,685         17.87          17.97       734,287
 Multiple Strategies ...................      16.66          19.98     1,762,762         17.16          16.66     1,797,950
Federated Insurance Series
 Federated Utility II ..................        --           12.23       539,628           --             --             --
 Federated High Income Bond II .........        --           11.89        40,814           --             --             --
 Federated American Leaders II .........        --             --             --           --             --             --
The Alger American Fund
 AA Growth .............................        --            9.64       261,225           --             --             --
 AA Small Capitalization ...............        --            9.38       405,791           --             --             --
PBHG Insurance Series Fund, Inc.
 Growth II++ ...........................        --             --             --           --             --             --
 Large Cap Growth++ ....................        --             --             --           --             --             --
</TABLE>

                           See page 17 for footnotes.

                                       15

<PAGE>


<TABLE>
<CAPTION>
                                      Accumulation  Accumulation     No. of     Accumulation   Accumulation     No. of
                                      Unit Values    Unit Values      Units      Unit Values    Unit Values      Units
                                         as of          as of         As of         as of          as of         As of
                                        1/04/93       12/31/93      12/31/93       1/02/92       12/31/92      12/31/92
                FUNDS                ------------- -------------- ------------ -------------- -------------- ------------
<S> <C>
Janus Aspen Series
 Growth ............................      00.00          10.31        714,865          --             --             --
 Aggressive Growth .................      00.00          11.76        159,753          --             --             --
 Worldwide Growth ..................      00.00          11.87        397,768          --             --             --
Variable Insurance Products Fund
 Equity-Income .....................      15.77          18.48      2,727,507        13.65          15.81     1,137,137
 Growth ............................      18.07          21.53      2,860,231        16.86          18.24     1,548,743
 Overseas ..........................      11.55          15.73      1,958,688        13.11          11.59       453,762
Variable Insurance Products Fund II
 Asset Manager .....................      14.15          16.92     16,848,769        12.78          14.14     4,024,857
Variable Insurance Products Fund III
 Growth & Income ++ ................        --             --              --          --             --             --
 Growth Opportunities ++ ...........        --             --              --          --             --             --
GE Investments Funds, Inc.
 Money Market ......................      12.53          12.68        319,980        12.30          12.53       183,658
 Government Securities .............      14.57          15.61        321,418        13.66          14.50        41,985
 S&P 500 Index .....................      16.61          18.80        206,180        15.34          16.59       110,635
 Total Return ......................      15.78          17.69        499,779        14.72          15.75       253,820
Oppenheimer Variable Account Funds
 High Income .......................      17.44          21.77        626,211        14.96          17.42       107,142
 Bond ..............................      14.98          16.68        694,740        14.16          14.93       384,066
 Capital Appreciation ..............      18.28          23.26      1,133,120        16.19          18.48       467,060
 Growth ............................      16.86          18.00        542,964        15.05          16.98       311,016
 Multiple Strategies ...............      14.98          17.18      1,236,118        13.92          14.99       737,957
</TABLE>


<TABLE>
<CAPTION>
                                       Accumulation     Accumulation      No. of      Accumulation     Accumulation      No. of
                                        Unit Values      Unit Values       Units       Unit Values      Unit Values      Units
                                           as of            as of          As of          as of            as of         As of
                                          1/02/91         12/31/91       12/31/91        1/01/90         12/31/90       12/31/90
               FUNDS                  --------------   --------------   ----------   --------------   --------------   ---------
<S> <C>
Variable Insurance Products Fund
 Equity-Income ....................         10.50            13.68       535,976           12.72            10.53       273,772
 Growth ...........................         11.61            16.88       633,068           13.60            11.74       215,941
 Overseas .........................         12.25            13.14       285,089           12.59            12.29       187,187
Variable Insurance Products Fund II
 Asset Manager ....................         10.54            12.78       866,423           10.05            10.55       175,769
GE Investments Funds, Inc.
 Money Market .....................         11.81            12.30       138,705           11.14            11.81        94,296
 Government Securities ............         11.80            13.70        31,891           11.25            11.73        24,061
 S&P 500 Index ....................         11.53            15.48        65,450           13.33            11.65        52,857
 Total Return .....................         11.71            14.81        91,807           12.46            11.76        47,767
Oppenheimer Variable Account Funds
 High Income ......................         11.32            14.96        15,707           10.92            11.29         8,768
 Bond .............................         12.25            14.18       245,112           11.43            12.20        75,809
 Capital Appreciation .............         10.50            16.20       114,996           12.93            10.59        75,242
 Growth ...........................         12.00            15.00       193,160           13.49            12.09        88,779
 Multiple Strategies ..............         11.96            13.92       403,277           12.44            11.98       336,138
</TABLE>

                           See page 17 for footnotes.

                                       16

<PAGE>


<TABLE>
<CAPTION>
                                       Accumulation    Accumulation         No. of
                                       Unit Values      Unit Values         Units
                                          as of            as of            As of
                                         1/01/89         12/31/89          12/31/89
               FUNDS                  -------------   --------------   ---------------
<S> <C>
Variable Insurance Products Fund
 Equity-Income ....................       10.84            12.57            115,043
 Growth ...........................       10.36            13.45             50,043
 Overseas .........................       10.13            12.65             23,108
Variable Insurance Products Fund II
 Asset Manager ....................       10.00**           9.99             12,829
GE Investments Funds, Inc.
 Money Market .....................       10.37            11.13*           101,395*-
 Government Securities ............       10.32            11.29             10,855
 S&P 500 Index ....................       10.58            13.12             39,769
 Total Return .....................       10.48            12.37             24,283
Oppenheimer Variable Account Funds
 High Income ......................       10.54            10.92             16,907
 Bond .............................       10.21            11.43             23,738
 Capital Appreciation .............       10.21            12.88             30,138
 Growth ...........................       10.91            13.32             47,553
 Multiple Strategies ..............       10.80            12.36            127,994
</TABLE>

++ Unit Values are not shown for the Investment Subdivisions investing in these
   portfolios as they were not available to Account 4 Owners during the
   periods shown.

   Accumulation Unit Values as of 1/1/95 are not shown for these subdivisions as
   they were not available to Account 4 Policyowners at that time.

*  For the period from 5/2/88 (the effective date of the Registration Statement
   for Account 4) through 12/31/88 the Money Market subdivision investing in
   Life of Virginia Series Fund, Inc. (currently GE Investments Funds, Inc.).
   Money Market Fund was the only subdivision in which money was invested. On
   5/2/88 the accumulation unit value for this portfolio was $10.00. The number
   of units outstanding on 12/31/88 was 3,092, and the accumulation unit value
   on 12/31/88 was $10.36.

** Unit Values for the subdivision investing in Variable Insurance Products Fund
   II Asset Manager Portfolio are shown as of 10/3/89, the date this Portfolio
   was first offered to Account 4 Policyowners.

   - Amounts include cash with application money held pending Policy acceptance.

                                       17

<PAGE>

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


The Life Insurance Company of Virginia

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

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


IMSA Disclosure

     Life of Virginia is a member of the Insurance Marketplace Standards
Association (IMSA). Life of Virginia may use the IMSA membership logo and
language in its advertisements, as outlined in IMSA's Marketing and Graphics
Guidelines. Companies that belong to IMSA subscribe to a set of ethical
standards covering the various aspects of sales and service for individually
sold life insurance and annuities.


Account 4

     The Life of Virginia Separate Account 4 was established by Life of Virginia
as a separate investment account on August 19, 1987. Account 4 currently has 74
Investment Subdivisions, 37 of which are available under this Policy. Net
premiums are allocated in accordance with the instructions of the Policyowner
among up to 10 of the 37 Investment Subdivisions available under this Policy.
Each of these Investment Subdivision invests exclusively in an investment
portfolio of one of the ten Funds described below.

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


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


Additions, Deletions, or Substitutions of Investments

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

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

     If deemed by Life of Virginia to be in the best interests of persons having
voting rights under the Policies, and, if permitted by law, Life of Virginia may
deregister Account 4 under the 1940 Act in the event such registration is no
longer


                                       18

<PAGE>

required; manage Account 4 under the direction of a committee; or combine
Account 4 with other Life of Virginia separate accounts. To the extent permitted
by applicable law, Life of Virginia may also transfer the assets of Account 4
associated with the Policies to another separate account. In addition, Life of
Virginia may, when permitted by law, restrict or eliminate any voting rights of
Policyowners or other persons who have voting rights as to Account 4.


                                   THE FUNDS

     Separate Account 4 currently invests in ten mutual funds. Each of the Funds
currently available under the Policy is a registered open-end, diversified
investment company of the series-type.

     Each Investment Subdivision invests exclusively in a designated investment
portfolio of one of the Funds. The assets of each such portfolio are separate
from other portfolios of that Fund and each portfolio has separate investment
objectives and policies. As a result, each portfolio operates as a separate
investment portfolio and the investment performance of one portfolio has no
effect on the investment performance of any other portfolio. Some of the Funds
may, in the future, create additional portfolios.

     Each of the Funds sells its shares to Separate Account 4 in accordance with
the terms of a participation agreement between the Fund and Life of Virginia.
The termination provisions of those agreements vary. A summary of these
termination provisions may be found in the Statement of Additional Information.
Should an agreement between Life of Virginia and a Fund terminate, the Account
will not be able to purchase additional shares of that Fund. In that event,
Policyowners will no longer be able to allocate Account Values or Premium
Payments to Investment Subdivisions investing in portfolios of that Fund.

     Additionally, in certain circumstances, it is possible that a Fund or a
portfolio of a Fund may refuse to sell its shares to Separate Account 4 despite
the fact that the participation agreement between the Fund and Life of Virginia
has not been terminated. Should a Fund or a portfolio of a Fund decide not to
sell its shares to Life of Virginia, Life of Virginia will be unable to honor
Policyowner requests to allocate their account values or premium payments to
Investment Subdivisions investing in shares of that Fund or portfolio.

     Certain Investment Subdivisions invest in portfolios that have similar
investment objectives and/or policies; therefore, before choosing Investment
Subdivisions, carefully read the individual prospectuses for the Funds, along
with this prospectus.


Janus Aspen Series

     The Janus Aspen Series has seven portfolios that are available under this
Policy: Growth Portfolio, Aggressive Growth Portfolio, Worldwide Growth
Portfolio, International Growth Portfolio, Balanced Portfolio, Flexible Income
Portfolio, and Capital Appreciation Portfolio.

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

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

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

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

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


                                       19

<PAGE>

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

     Capital Appreciation Portfolio has the investment objective of seeking
long-term growth of capital by investing primarily in common stocks of companies
of any size.

     Janus Capital Corporation serves as investment adviser to Janus Aspen
Series.


Variable Insurance Products Fund

     Variable Insurance Products Fund has three portfolios that are available
under this Policy: VIP Equity-Income Portfolio, VIP Overseas Portfolio and VIP
Growth Portfolio.

     VIP Equity-Income Portfolio seeks reasonable income by investing primarily
in income-producing equity securities. In choosing these securities, the
Portfolio will also consider the potential for capital appreciation. The
portfolio's goal is to achieve a yield which exceeds the composite yield on the
securities comprising the Standard & Poor's Composite Index of 500 Stocks.

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

     VIP Growth Portfolio seeks to achieve capital appreciation. The portfolio
normally purchases common stocks, although its investments are not restricted to
any one type of security. Capital appreciation may also be found in other types
of securities, including bonds and preferred stocks.

     Fidelity Management & Research Company serves as investment adviser to
Variable Insurance Products Fund.


Variable Insurance Products Fund II

     Variable Insurance Products Fund II has two portfolios that are available
under this Policy: VIP II Asset Manager Portfolio and VIP II Contrafund
Portfolio.

     VIP II Asset Manager Portfolio seeks high total return with reduced risk
over the long-term by allocating its assets among domestic and foreign stocks,
bonds and short-term money market instruments.

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

     Fidelity Management & Research Company serves as investment adviser to
Variable Insurance Products Fund II.


Variable Insurance Products Fund III

     Variable Insurance Products Fund III has two portfolios that are available
under this Policy: VIP III Growth & Income Portfolio and VIP III Growth
Opportunities Portfolio.

     VIP III Growth & Income Portfolio seeks high total return through a
combination of current income and capital appreciation by investing mainly in
equity securities.

     VIP III Growth Opportunities Portfolio seeks capital growth by investing
primarily in common stock and securities convertible to common stock.

     Fidelity Management & Research Company serves as investment adviser to
Variable Insurance Products Fund III.


GE Investments Funds, Inc.

     GE Investments Funds, Inc. (GE Investments Funds) has nine portfolios that
are available under this Policy: S&P 500 Index Fund, Money Market Fund, Total
Return Fund, International Equity Fund, Real Estate Securities Fund, Global
Income Fund, Value Equity Fund, Income Fund and U.S. Equity Fund. U.S. Equity
Fund is not available at this time to California Policyowners.


                                       20

<PAGE>

     S&P 500 Index Fund1 has the investment objective of providing capital
appreciation and accumulation of income that corresponds to the investment
return of the Standard & Poor's 500 Composite Stock Price Index, through
investment in common stocks traded on the New York Stock Exchange and the
American Stock Exchange, to a limited extent, in the over-the-counter markets.

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

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

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

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

     Global Income Fund has the investment objective of high total return,
emphasizing current income and, to a lesser extent, capital appreciation. The
portfolio seeks to achieve these objectives by investing primarily in
income-bearing debt securities and other income-bearing instruments of U.S. and
foreign issuers.

     Value Equity Fund has the investment objective of providing long-term
capital appreciation. The portfolio seeks to achieve this objective by investing
primarily in common stock and other equity securities that are undervalued by
the market and offer above-average capital appreciation potential.

     Income Fund has the investment objective or providing maximum income
consistent with prudent investment management and preservation of capital by
investing primarily in income-bearing debt securities and other income bearing
instruments.

     U.S. Equity Fund has the investment objective of proving long-term growth
of capital by investing primarily in equity securities of U.S. companies.

     GE Investment Management Incorporated serves as investment adviser to GE
Investments Funds.


Oppenheimer Variable Account Funds

     Oppenheimer Variable Account Funds has five portfolios that are available
under this Policy: Oppenheimer High Income Fund, Oppenheimer Bond Fund,
Oppenheimer Aggressive Growth Fund, Oppenheimer Growth Fund, and Oppenheimer
Multiple Strategies Fund.

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

     Oppenheimer Bond Fund primarily seeks a high level of current income.
Secondarily, this Fund seeks capital growth when consistent with its primary
objective. The Bond Fund will, under normal market conditions, invest at least
65% of its total assets in investment grade debt securities.

     Oppenheimer Aggressive Growth Fund seeks to achieve capital appreciation by
investing in "growth-type" companies. Prior to May 1, 1998 this fund was known
as Capital Appreciation Fund.


- ---------
1 "Standard & Poor's," "S&P," and "S&P 500" are trademarks of McGraw Hill
  Companies, Inc. and have been licensed for use by GE Investment Management
  Incorporated. The S&P 500 Index Fund is not sponsored, endorsed, sold or
  promoted by Standard & Poor's and Standard & Poor's makes no representation or
  warranty, express or implied, regarding the advisability of investing in this
  Fund or the Policy.


                                       21

<PAGE>

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

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

     OppenheimerFunds, Inc. serves as investment adviser to Oppenheimer Variable
Accounts Funds.


Federated Insurance Series

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

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

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

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

     Federated Advisers serves as investment adviser to Federated Insurance
Series.


The Alger American Fund

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

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

     Alger American Small Capitalization Portfolio seeks long-term capital
appreciation. Except during temporary defensive periods, the portfolio invests
at least 65% of its total assets in equity securities of companies that, at the
time of purchase of the securities, have total market capitalization within the
range of companies included in the Russell 2000 Growth Index or the S&P Small
Cap 600 Index, updated quarterly. Both indexes are broad indexes of small
capitalization stocks. The portfolio may invest up to 35% of its total assets in
equity securities of companies that, at the time of purchase, have total market
capitalization outside this combined range and in excess of that amount (up to
100% of its assets) during temporary defensive periods.

     Fred Alger Management, Inc. serves as the investment manager to The Alger
American Fund.


PBHG Insurance Series Fund, Inc.

     PBHG Insurance Series Fund, Inc. (PBHG Insurance Series Fund) has two
portfolios that are available under this Policy: Growth II Portfolio and Large
Cap Growth Portfolio.

     PBHG Growth II Portfolio seeks capital appreciation by investing at least
65% of its total assets in the equity securities of small and medium sized
growth companies (market capitalization of up to $4 billion) that, in the
Adviser's opinion, have an outlook for strong earnings growth and the potential
for significant capital appreciation.

     PBHG Large Cap Growth Portfolio seeks long-term growth of capital by
investing primarily in the equity securities of large capitalization companies
(market capitalization of greater than $1 billion) that, in the Adviser's
opinion, have an outlook for strong growth in earnings and potential for capital
appreciation.

     Pilgrim Baxter & Associates, Ltd. serves as the Investment Adviser to PBHG
Insurance Series Fund, Inc.

                                       22

<PAGE>

Goldman Sachs Variable Insurance Trust

     Goldman Sachs Variable Insurance Trust has two portfolios that are under
this Policy: Goldman Sachs Mid Cap Equity Fund and Goldman Sachs Growth and
Income Fund. These funds are not available at this time to California
Policyowners.

     Goldman Sachs Growth and Income Fund seeks long-term capital growth and
growth of income, primarily through equity securities that, in the management
team's view, offer favorable capital appreciation and/or dividend-paying
ability.

     Goldman Sachs Mid Cap Equity Fund seeks long-term capital appreciation,
primarily through equity securities of companies with public stock market
capitalization between $500 million and $10 billion at the time of investment.

   Goldman Sachs Asset Management serves as Investment Adviser to Goldman Sachs
                           Variable Insurance Trust.


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

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

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


Resolving Material Conflicts

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

     In addition, Janus Aspen Series, GE Investments Funds, The Alger American
Fund and Goldman Sachs Variable Insurance Trust may sell shares to certain
retirement plans. As a result, there is a possibility that a material conflict
may arise between the interests of Policyowners generally or certain classes of
policyowners, and such retirement plans or participants in such retirement
plans.

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


                            TOTAL RETURN AND YIELDS

     From time to time, Life of Virginia may advertise total return and/or yield
for the Investment Subdivisions. These figures are based on historical earnings
and do not indicate or project future performance. Each Investment Subdivision
may, from time to time, advertise performance relative to certain performance
rankings and indices compiled by independent organizations. More detailed
information as to the calculation of performance information appears in the
Statement of Additional Information.

     Total returns and yields for the Investment Subdivision are based on the
investment performance of the corresponding investment portfolios of the Funds.
Each portfolio's performance in part reflects its expenses.

     Total return for an Investment Subdivision refers to quotations made
assuming that an investment under a Policy has been held in that Investment
Subdivision for various periods of time. When an Investment Subdivision has been
in operation for one, five, and ten years, respectively, the total return for
these periods will be provided.

     An average annual total return quotation represents the average annual
compounded rate of return that would equate a hypothetical initial investment of
$1,000 (as of the first day of the period for which the total return quotation
is provided) to the redemption value of that investment (as of the last day of
the period). Such quotations show the average annual percentage change in the
value of a hypothetical investment during the periods specified. The
standardized version of average


                                       23

<PAGE>

annual total return reflects all historical investment results, less all charges
and deductions applied against the Investment Subdivision (including any
surrender charge that would apply if an Owner terminated the Policy at the end
of each period indicated, but excluding any deductions for premium taxes).

     In addition to the standardized version described above, total return
performance quotations computed on non-standard bases may be used in
advertisements. For example, average annual total return information may be
presented, computed on the same basis as described above, except deductions will
not include sales or administrative charges. Average annual total returns that
exclude sales or administration expenses, or both, will be greater than
standardized average annual total returns for comparable periods. In addition,
Life of Virginia may present historic performance data for the Investment
Subdivisions since their inception reduced by some or all of the fees and
charges under the Policy. Such adjusted historic performance includes data that
precedes the inception of the Investment Subdivisions. This data is designed to
show the performance that would have resulted if the Policy had been in
existence during that time. From time to time Life of Virginia may disclose
average annual and/or cumulative total return in other non-standard formats.

     The yield of a "money market" Investment Subdivision refers to the income
generated by an investment in that Investment Subdivision over a specified
seven-day period, which is then annualized. Yield is calculated by assuming that
the income generated for that seven-day period is generated each seven-day
period over a 52-week period. The effective yield is calculated similarly but
the income earned by an investment in that money market Subdivision is assumed
to be reinvested each period. The effective yield will be slightly higher than
the yield because of the compounding effect of this assumed reinvestment.

     The yield of an Investment Subdivision (other than a "money market"
Subdivision) refers to the income generated by an investment in that Investment
Subdivision over a specified 30-day (or one-month) period. The income generated
over the period is assumed to be generated and reinvested each month for six
months. The resulting semi-annual yield is then doubled.

     Non-standard performance data will only be disclosed if the standard
performance data for the required periods is also disclosed. For additional
information regarding the calculation of performance data, please refer to the
Statement of Additional Information.

     In advertising and sales literature, the performance of each Investment
Subdivision may be compared to the performance of other variable annuity issuers
in general or to the performance of particular types of variable annuities
investing in mutual funds, or investment portfolios of mutual funds with
investment objectives similar to each of the Investment Subdivisions. Lipper
Analytical Services, Inc. ("Lipper") and the Variable Annuity Research Data
Service ("VARDS") are independent services which monitor and rank the
performance of variable annuity issuers in each of the major categories of
investment objectives on an industry-wide basis.

     Lipper's rankings include variable life insurance issuers as well as
variable annuity issuers. VARDS rankings compare only variable annuity issuers.
The performance analyses prepared by Lipper and VARDS each rank such issuers on
the basis of total return, assuming reinvestment of distributions, but do not
take sales charges, redemption fees, or certain expense deductions at the
separate account level into consideration. In addition, VARDS prepares risk
adjusted rankings, which consider the effects of market risk on total return
performance. This type of ranking provides data as to which funds provide the
highest total return within various categories of funds defined by the degree of
risk inherent in their investment objectives.

     Advertising and sales literature may also compare the performance of each
Investment Subdivision to various widely recognized indices. One such index is
the Standard & Poor's 500 Composite Stock Price Index, a measure of stock market
performance. This unmanaged index does not consider tax consequences or the
expense of operating or managing an investment portfolio, and may not consider
reinvestment of income dividends.

     Life of Virginia may also report other information including the effect of
tax-deferred compounding on an Investment Subdivision's investment returns, or
returns in general, which may be illustrated by tables, graphs, or charts. All
income and capital gains derived from the Investment Subdivisions' investments
in the Funds are reinvested on a tax-deferred basis.


                                  THE POLICY

     The Policy is an individual flexible premium variable deferred annuity
policy. The rights and benefits of the Policy are described below and in the
Policies. There may be differences in your Policy because of requirements of the
state where your Policy is issued. Any such differences will be included in your
Policy.


                                       24

<PAGE>

Purchasing the Policies

     Individuals wishing to purchase a Policy must apply through an authorized
registered agent. The minimum initial Premium Payment required under the Policy
is $5,000 ($2,000 for an IRA Policy), however in certain cases where a Policy is
being offered to members of a group of individuals, Life of Virginia may agree
to waive the $5,000 ($2,000 for an IRA Policy) initial premium requirement.
Acceptance of a request for a Policy and acceptance of Premium Payments are
subject to Life of Virginia's rules, and Life of Virginia reserves the right to
reject any request for a Policy or initial Premium Payment for any lawful reason
and in a manner that does not unfairly discriminate against similarly situated
purchasers.

     If Life of Virginia is unable to issue a Policy due to incomplete
information regarding the applicant, the initial Net Premium Payment will be
credited to the Policy within two Valuation Periods after the later of receipt
of the information needed to issue the Policy or receipt of the initial Premium
Payment. If the initial Premium Payment cannot be credited within five Business
Days after receipt by Life of Virginia, Life of Virginia will contact the
applicant, explain the reason for the delay, and refund the initial Premium
Payment immediately, unless the applicant specifically consents to Life of
Virginia retaining the initial Premium Payment until the application is made
complete. If Life of Virginia retains the initial Premium Payment, it will be
credited within two Valuation Periods after the necessary requirements are
fulfilled.

     The Policyowner may make Additional Premium Payments at any time before
Income Payments begin. Subject to applicable state requirements, Additional
Premium Payments must be for $500 or more if the Policy is a Non-Qualified
Policy, $50 or more if the Policy is an IRA Policy, and $100 or more if the
policy is a Qualified Policy other than an IRA Policy. Additional Premium
Payments made under Qualified Policies are limited to proceeds from certain
qualified plans. Additional Net Premium Payments are credited as of the next
close of business (on a Business Day) following receipt of the payment at the
Home Office.

     "Policy Years" for the initial Premium Payment are measured from the Policy
Date. With regard to the determination of charges attributable to Additional
Premium Payments, however, "years" are measured from the first Monthly
Anniversary Day coincident with or following receipt of the Additional Premium
Payment. (See Sales Charges.)


Allocation of Net Premium Payments

     The Policyowner, by written instructions, allocates Net Premium Payments
among the Investment Subdivisions. The Policyowner may allocate Net Premium
Payments totally to one Investment Subdivision of Account 4, or partially to any
one of the available Investment Subdivisions; however, at any time the Account
Value may not be invested in more than ten Investment Subdivisions. Allocations
of less than 1% of any Premium Payment, or less than $100.00, to any one
Investment Subdivision are not permitted.

     In those states which require that Premium Payments be returned during the
right to examine Policy period (see Examination of Policy (Refund Privilege)),
during an initial period commencing on the date the initial Net Premium Payment
is credited to the Policy, Net Premium Payments will be placed in the Investment
Subdivision that invests exclusively in the Money Market Fund of the GE
Investments Funds, Inc. The Premium Payments will remain in that subdivision
until the earlier of 15 calendar days from the date the initial Net Premium
Payment is credited to the Policy or, if the Policy is not accepted by the
Policyowner, when all amounts due are refunded. At the end of the 15-day period,
the Account Value at that time, and all subsequent Net Premium Payments, will be
allocated among the Investment Subdivisions in accordance with the Policyowner's
instructions.

     The Policyowner may change the allocation of subsequent Net Premium
Payments at any time, without charge, by sending acceptable written notice to
Life of Virginia at its Home Office. The allocation will apply to any Net
Premium Payments received after Life of Virginia records the change. The Account
Value will vary with the investment performance of the Investment Subdivisions
the Policyowner selects, and the Policyowner bears the entire investment risk
for the Account Value in any particular Investment Subdivision. The allocation
of Net Premium Payments will affect not only the Account Value prior to the
Maturity Date, but it may also affect the Death Benefit payable upon the
Annuitant's death. The Policyowner should periodically review his allocation of
Account Value in light of market conditions and overall financial planning
requirements.


Accumulation of Account Value

     The Policy provides for an accumulation of Account Value prior to the
Maturity Date. The Account Value equals the sum of the amounts allocated under
the Policy to each Investment Subdivision. Account Value will be determined on a
daily basis and will reflect a number of factors, including Premium Payments,
partial surrenders, transfers, charges assessed in connection with the Policy,
and the investment performance of the shares purchased by the Investment
Subdivisions to which the Account Value is allocated. There is no guaranteed
minimum Account Value.


                                       25

<PAGE>

     On the date the initial Net Premium Payment is received and accepted by
Life of Virginia, the Account Value equals the initial Net Premium Payment.
Thereafter, prior to the Maturity Date, the Account Value in each Investment
Subdivision is determined by multiplying the number of Accumulation Units in
that Investment Subdivision credited to the Policy by the current value of an
Accumulation Unit for that Investment Subdivision. The number of Accumulation
Units is increased by any Additional Net Premium Payments and any transfers into
that Investment Subdivision and decreased by the distribution expense charge,
the policy maintenance charge, any transfers out of that Investment Subdivision,
and any full or partial surrenders.


Value of Accumulation Units

     The Accumulation Units of each Investment Subdivision are valued
separately. The value of Accumulation Units will change each Valuation Period
according to the investment performance of the shares purchased by each
Investment Subdivision and the deduction of certain charges from Account 4.

     For each Investment Subdivision, the value of an Accumulation Unit for the
first Valuation Period was $10. The value of an Accumulation Unit in an
Investment Subdivision for each subsequent Valuation Period equals the value of
the Accumulation Unit as of the immediately preceding Valuation Period,
multiplied by the Net Investment Factor for that Investment Subdivision for the
Valuation Period for which the Accumulation Unit Value is being calculated. The
Net Investment Factor is a number representing the change in the value of
Investment Subdivision assets on successive Business Days due to investment
income, realized or unrealized capital gains or losses, deductions for taxes, if
any, and deductions for the mortality and expense risk charge.

     The value of an Accumulation Unit for a Valuation Period is the same for
each day in the period.


Transfers

     Before Income Payments begin, the Policyowner may transfer amounts among
and between the Investment Subdivisions that are available at the time of the
request by sending a written request to the Home Office. Telephone transfers are
subject to Life of Virginia's administrative requirements. The transfer will be
effective as of the end of the Valuation Period during which the request is
received at the Home Office.

     Currently, there is no limit to the number of transfers that may be made;
however, Life of Virginia reserves the right to limit, upon written notice, the
number of transfers to twelve each calendar year or, if it is necessary in order
that the Policy will continue to receive annuity treatment by the Internal
Revenue Service, a lower number.

     The first transfer in each calendar month will be made without charge.
Thereafter, each time a transfer is made, a transfer charge of $10 will be
deducted from the amount transferred. Once a Policy is issued, the amount of the
transfer charge is guaranteed for the life of the Policy.

     If the amount of Account Value remaining in an Investment Subdivision after
the transfer is less than $100, Life of Virginia will transfer the amount
remaining in addition to the amount requested. Life of Virginia will not allow a
transfer into any Investment Subdivision unless the Account Value of that
Investment Subdivision after the transfer is at least $100.

     After Income Payments begin, if Variable Income Payments are being made,
Annuity Units may be transferred among the Investment Subdivisions at the
payee's request once each calendar year. No transfer charge will be imposed on
such transfers. The transfer will be effective as of the end of the Valuation
Period during which Life of Virginia receives written request at its Home
Office. The Income Payment amount on the date of the transfer will not be
affected by the transfer, although subsequent Variable Income Payments will
reflect the investment experience of the selected Investment Subdivisions.

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


Telephone Transfers

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


                                       26

<PAGE>

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


Dollar-Cost Averaging

     Policyowners may elect to have Life of Virginia automatically transfer
specified amounts from one of certain designated Investment Subdivisions of
Account 4 to any other available Investment Subdivision(s) on a monthly or
quarterly basis. This privilege is intended to permit policyowners to utilize
"Dollar-Cost Averaging," a long-term investment method that provides for regular
level investments over a period of time. Life of Virginia makes no
representations or guarantees that Dollar-Cost Averaging will result in a profit
or protect against loss.

     Policyowners must complete the Dollar-Cost Averaging section of the
application or a Dollar-Cost Averaging Agreement or call Life of Virginia's
Telephone Transfer Line at 800-772-3844 in order to participate in the
Dollar-Cost Averaging program. Currently, the Investment Subdivision available
to allocate money for the purpose of Dollar-Cost Averaging is the Money Market
Fund of the GE Investments Funds. Money may be allocated to this subdivision as
initial premium, additional premium or in the form of a transfer from other
Investment Subdivisions within Account 4. Any amount allocated must conform to
the minimum amount and percentage requirements, (see Purchasing the Policies,
and Allocation of Net Premium Payments.) The minimum transfer amount permitted
by the Dollar-Cost Averaging program is $100. A Dollar-Cost Averaging transfer
will not count toward the one free transfer available each month or any limit on
the number of transfer available each year, except to the extent necessary for
the Policy to continue to be treated as an annuity under applicable law.

     Dollar-Cost Averaging will continue until the entire Account Value in the
subdivision designated for Dollar-Cost Averaging is depleted. Prior to that
time, the Policyowner may discontinue Dollar-Cost Averaging by sending Life of
Virginia a written cancellation notice. Policyowners may initiate or make
changes to their Dollar-Cost Averaging program by calling Life of Virginia's
Telephone Transfer Line at 800-772-3844. Also, Life of Virginia reserves the
right to discontinue Dollar-Cost Averaging upon 30 days written notice to the
Policyowner.


Portfolio Rebalancing

     Owners may elect to have Life of Virginia automatically transfer amounts on
a quarterly, semi-annual or annual basis to maintain a specified percentage of
Account Value in each of two or more Investment Subdivisions designated by the
Owner. This privilege is intended to permit Owners to use Portfolio Rebalancing,
as a strategy to maintain over time the Owner's desired allocation percentage in
the designated Investment Subdivisions. The percentage of Account Value in each
of the Investment Subdivisions may shift from the Premium Payment allocation
percentage due to the performance of the Investment Subdivisions. Life of
Virginia makes no representations or guarantees that Portfolio Rebalancing will
result in a profit or protect against loss.

     Owners must complete the Portfolio Rebalancing agreement to participate in
the Portfolio Rebalancing program. Owners may designate the Investment
Subdivisions and specify the rebalancing percentages in the agreement. The
specified percentages must be in whole percentages and must be at least 1%. The
date that a rebalancing transfer is effected is measured from the Policy Date,
or other date selected at the sole discretion of Life of Virginia, based on the
rebalancing frequency chosen by an Owner. Account Value must be allocated to
each of the designated Investment Subdivisions for rebalancing to become
effective.

     Portfolio Rebalancing is offered free of charge and will continue as long
as there is Account Value in each of the designated Investment Subdivisions
(except for the Guarantee Account). Prior to that time, Owners may discontinue
rebalancing by sending Life of Virginia a written cancellation notice. Owners
may make changes to their Portfolio Rebalancing program by calling Life of
Virginia's Telephone Transfer Line at 800-772-3844. Portfolio Rebalancing
transfers are not included for the purpose of determining any transfer charge.
Owners should consider the possible effects of electing other automatic programs
such as Dollar-Cost Averaging and Systematic Withdrawals concurrent with
Portfolio Rebalancing. Life of Virginia reserves the right to exclude investment
subdivisions from Portfolio Rebalancing. Life of Virginia also reserves the
right to discontinue Portfolio Rebalancing upon 30 days written notice to the
Owner.


Powers of Attorney

     As a general rule and as a convenience to Policyowners, Life of Virginia
allows the use of powers of attorney whereby Policyowners give third parties the
right to effect account value transfers on behalf of the Policyowners. However,
when the


                                       27

<PAGE>

same third party possesses powers of attorney executed by many Policyowners, the
result can be simultaneous transfers involving large amounts of Account Value.
Such transfers can disrupt the orderly management of the Funds, can result in
higher costs to Policyowners, and are generally not compatible with the
long-range goals of purchasers of the Policies. Life of Virginia believes that
such simultaneous transfers effected by such third parties are not in the best
interests of all shareholders of the Funds and this position is shared by the
managements of those Funds.

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


Examination of Policy (Refund Privilege)

     The Policyowner may examine the Policy and return it for a refund within 10
days after it is received. Unless state law requires that Premium Payments be
returned as the refund, the amount of the refund will equal the Account Value
with any adjustments required by applicable law or regulation (and without
reduction by any surrender charges) on the date Life of Virginia receives the
Policy. If state law requires that Premium Payments be returned, the amount of
the refund will equal the greater of (1) the Account Value (without reduction of
any surrender charges) plus any amount deducted from the Premium Payments prior
to allocation to Account 4 or (2) the Premium Payments made. In certain states
the Policyowner may have more than 10 days to return the policy for a refund. A
Policyowner wanting a refund should return the Policy to Life of Virginia at its
Home Office.


                        DISTRIBUTIONS UNDER THE POLICY

Surrender

     The Policyowner may surrender the Policy at any time, in part or in full,
before Income Payments begin by sending a written request, along with the
Policy, to Life of Virginia at its Home Office. Life of Virginia will not permit
a partial surrender that is less than $500 or that reduces the Account Value of
the Policy to less than $5,000 ($2,000 for an IRA Policy).

     The amount payable on complete surrender of the Policy is the Surrender
Value at the end of the Valuation Period during which the request is received.
The Surrender Value equals the Account Value on the date Life of Virginia
receives a request for surrender less any applicable surrender charge. (See
Surrender Charge.) Any premium tax paid by Life of Virginia which has not been
previously deducted may also be deducted from the Surrender Value. The Surrender
Value may be paid in a lump sum or under one of the optional payment plans
specified in the Policy. (See Optional Payment Plans.) Proceeds will generally
be paid within seven days of receipt of a request for a surrender. Postponement
of payments may occur in certain circumstances. (See Payment Under the
Policies.)

     Upon partial surrender, the Policyowner may indicate, in writing, from
which Investment Subdivisions the Account Value is to be transferred. If no such
written instruction is received with the partial surrender request, the Account
Value transferred out will be transferred from the Investment Subdivisions in
the same proportion that the Account Value in each Investment Subdivision bears
to the total Account Value on the date Life of Virginia receives the written
request. A portion of the Policy's surrender charge may be assessed at the time
a partial surrender is made. Any applicable surrender charge will be deducted
from the amount surrendered. (See Surrender Charge.)

     Surrenders and partial surrenders may have federal tax consequences. (See
Federal Tax Matters.)


Systematic Withdrawals

     The Policyowner may elect in writing to make a series of partial surrenders
in equal installments, adding up, in a 12 month period beginning with the date
of the first payment, to an amount not to exceed 10% of the Account Value,
("Systematic Withdrawals"). A surrender charge will not be imposed on Systematic
Withdrawals. A surrender charge will however be applied to any additional
surrender(s) made during the time Systematic Withdrawal payments are being made
on amounts that when combined with the Systematic Withdrawal amounts, are in
excess of 10% for that year, unless all surrender charges have expired. (See
Surrender Charge.) Systematic Withdrawal payments count as partial surrenders
with reduced charges. (See Reduced Charges on Certain Surrenders.)


                                       28

<PAGE>

     Systematic Withdrawals will be made from any Investment Subdivisions to
which Account Value is allocated. Withdrawals will be made from each of the
designated Investment Subdivisions in the same proportion that the Account Value
in each Investment Subdivision bears to the total Account Value in all
Investment Subdivisions from which the withdrawals are to be made. At any time
while Systematic Withdrawals are being made, each of the designated Investment
Subdivisions from which withdrawals are being made must count as one of the ten
Investment Subdivisions to which the Account Value of the policy may be
allocated at any one time. (See Allocation of Net Premiums.)

     After a series of Systematic Withdrawals has begun, the frequency and/or
amount of payments may be changed upon request by the Policyowner, subject to
the following rules:

   1) only one such change may be requested in a calendar quarter;

   2) if the maximum amount was not elected at the time the current series of
      Systematic Withdrawals was initiated, the remaining payments may be
      increased;

   3) the total amount to be withdrawn during that 12-month period, including
      amounts already paid, remains limited to 10% of the Account Value at the
      time the current series of Systematic Withdrawals was initiated; and

   4) if the current series of Systematic Withdrawals is discontinued, any
      remaining payments in the current 12-month period will be paid in a lump
      sum on request.

     Systematic Withdrawals may be discontinued at any time by the
Policyowner(s) by notifying Life of Virginia in writing or by calling the
Telephone Transfer Line at 800-772-3844. Life of Virginia reserves the right to
discontinue Systematic Withdrawals upon 30 days written notice to Policyowners.
Otherwise, payments will continue until the earlier of (i) the date on which a
Systematic Withdrawal reduces the Account Value for the entire policy below
$5,000 ($2,000 for an IRA Policy), or (ii) the date on which the total Account
Value in all Investment Subdivisions designated for Systematic Withdrawals is
insufficient to provide further payments on the mode in effect.

     If any Systematic Withdrawal would be or becomes less than $50, Life of
Virginia reserves the right to reduce the frequency of payments to an interval
that would result in each payment being at least $50. Life of Virginia also
reserves the right to prohibit simultaneous Systematic Withdrawals and
Dollar-Cost Averaging. (See Dollar-Cost Averaging.) Additional rules regarding
Systematic Withdrawals, available payment modes, and instructions for electing
this option are available upon request. The amount of each Systematic Withdrawal
should be considered as a distribution and taxed in the same manner as a partial
surrender of the Policy. However, there is some uncertainty regarding the tax
treatment of Systematic Withdrawals, and it is possible that additional amounts
may be includible in income. In addition, a 10% penalty tax may, subject to
certain exceptions, be imposed on any amounts includible in income due to
Systematic Withdrawals. It is uncertain whether Systematic Withdrawals would
qualify for an exception to this penalty tax for a series of substantially equal
periodic payments made over the life (or life expectancy) of the recipient or
the joint lives (or joint life expectancies) of the recipient and his or her
beneficiary. For more information, see the "Federal Tax Matters" discussion of
Taxation of Systematic Withdrawals.

     Systematic Withdrawals are currently available only to Policies issued on
or after March 1, 1992, and may not be available in all markets or through all
distribution systems. (See Distribution of the Policies.)


Death Provisions

     Designated Beneficiary. If the Owner, Joint Owner, or the Annuitant dies
while the Policy is in force and prior to the Maturity Date, 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 first person named as follows who is alive or in
existence on the date of the death of the Owner, Joint Owner or the Annuitant:
Owner, Joint Owner, Beneficiary, Contingent Beneficiary, and if no one else is
alive, the Owner's estate. If Joint Owner's both survive, they become the
Designated Beneficiary together.

     If there is more than one Designated Beneficiary, each Designated
Beneficiary will be treated separately according to each Designated
Beneficiary's portion of the Policy for purposes of the Policy's death
provisions.

     Distribution Rules. If the Designated Beneficiary is the surviving spouse
of the deceased Owner, Joint Owner or Annuitant, the surviving spouse may
continue the Policy 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 Policy has not been surrendered for the Death Benefit
described below which is available at the Annuitant's death.


                                       29

<PAGE>

     If the Designated Beneficiary is not the surviving spouse of the deceased
Owner, Joint Owner or Annuitant, then, upon receipt of Due Proof of Death, Life
of Virginia will pay the Surrender Value in one lump sum payment to, or for the
benefit of, the Designated Beneficiary. Instead of receiving a lump sum
distribution, the Designated Beneficiary may elect: (1) 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
Policy), or (2) to apply the Surrender Value under optional payment plan 1 or 2
(described beginning on page 36.) with the first payment to the Designated
Beneficiary being made within 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 this five year period following the date of the death
of the Owner, Joint Owner or Annuitant and payments have not begun in accordance
with (2) above, then in accordance with Code requirements [and the earlier
election], Life of Virginia will terminate the Policy at the end of that five
year period and will pay the Surrender Value to, or for the benefit of, the
Designated Beneficiary. If the Designated Beneficiary dies before the required
payments have been made, the Designated Beneficiary will not be treated as an
Owner of the Policy for purposes of these death provisions, and Life of Virginia
will make any remaining payments to any person named in writing by the
Designated Beneficiary; otherwise, Life of Virginia will pay the Designated
Beneficiary's estate.

     These special distribution rules will not apply after the death of the
Annuitant if the Annuitant was not also an Owner of the Policy, all owners of
the Policy are natural persons, and a Contingent Annuitant was or is named. If
this occurs, the Designated Beneficiary may continue the Policy as the Owner.

     These distribution rules are designed to comply with the Code requirement
that if the Owner dies before the Maturity Date, the entire value of the Policy
must generally be distributed within five years of the date of the Owner's
death. In the case of Joint Owners, this requirement applies if either of the
Joint Owners dies before the Maturity Date. Special rules apply to spouses of
the deceased Owner. (See Statement of Additional Information -- Federal Tax
Matters for a detailed description of these rules.)

     Death Benefit at Death of Annuitant. If the Annuitant was age 75 or younger
on the Policy Date, and dies while the Policy is in force, but before Income
Payments begin, the Designated Beneficiary may elect a 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: (1) the total premiums paid, reduced by any applicable premium tax and any
partial surrenders plus their surrender charges, and (2) the Account Value on
the date Life of Virginia receives Due Proof of Death. During subsequent six
year periods, the Death Benefit will be the greater of: (1) the Death Benefit on
the last day of the previous six year period, plus any premiums paid since then,
reduced by any applicable premium tax and any partial surrenders plus their
surrender charges since then, and (2) the Account Value on the date Due Proof of
Death is received.

     If the request for payment of the Death Benefit occurs more than 90 days
after the date of the Annuitant's death 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. (For Policies issued in the State of Washington, the Death
Benefit available at the death of the Annuitant will become payable unless the
Designated Beneficiary elects to continue the Policy, subject to these death
benefit provisions. The Designated Beneficiary will have a period of 90 days
following the date of the Annuitant's death to make such an election.)

     If the Death Benefit is paid, the Policy will terminate and Life of
Virginia will have no further obligation under the Policy.

In lieu of payment of the Death Benefit, the Designated Beneficiary may elect to
continue the Policy after the Annuitant's death, provided that the distribution
rules (described above) do not require distribution of the entire value of the
Policy.

   If the Designated Beneficiary is eligible and elects to continue the
   Policy, the Account Value on the date we receive Due Proof of Death of the
   Annuitant will be set equal to the Death Benefit on that date. Any increase
   in the Account Value will be allocated to the Investment Subdivisions using
   the premium allocation in effect at that time. If the Policy is continued
   after death of the Annuitant, any Death Benefit payable subsequently (at
   the death of the new Annuitant) will be based on the new Annuitant's age on
   the Policy Date, rather than the age of the previously deceased Annuitant.

   If the Designated Beneficiary is not eligible to continue the Policy, the
   Account Value on the date we receive Due Proof of Death of the Annuitant
   will be set equal to the Death Benefit on that date and the distribution
   rules will govern payment of proceeds.


                                       30

<PAGE>

   Surrender charges will apply if the Policy is surrendered more than 90 days
   after death of the Annuitant, without regard to whether or not the Account
   Value was increased.

     Payment of Benefits. Instead of receiving a lump sum payment, the
Designated Beneficiary may elect to receive proceeds under optional payment plan
1 or 2 (See Income Payments) subject to the following: (1) the first payment to
the Designated Beneficiary must be made no later than one year after the date of
death of the Owner, Joint Owner or Annuitant, and (2) payments must be made over
the life of the Designated Beneficiary or over a period not exceeding that
person's life expectancy.

     If any Owner or Joint Owner (or the Annuitant if the Owner of the Policy is
not a natural person) dies while this Policy 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 the Policy.

     The above provisions are intended to be interpreted so that the Policy will
comply with the requirements of section 72(s) of the Internal Revenue Code. For
example, if the payee under an optional payment plan is different from the
Owner, such payee might be considered a "holder" of the Policy, as this term is
defined in the tax law, and, if this is the case, the above rule (i.e. section
72(s)) prohibiting a slow-down in payments will apply on the death of the payee.
(See Federal Tax Matters.)


Restrictions on Distributions from Certain Policies

     Section 830.105 of the Texas Government Code permits participants in the
Texas Optional Retirement Program (ORP) to withdraw their interest in a variable
annuity contract issued under the ORP only upon (1) termination of employment in
the Texas public institutions of higher education, (2) retirement, (3) death, or
(4) the participant's attainment of age 70 1/2. Accordingly, before any amounts
may be distributed from the contract, proof must be furnished to Life of
Virginia that one of these four events has occurred.

     Similar restrictions apply to variable annuity contracts used as funding
vehicles for Code Section 403(b) retirement plans. Section 403(b) of the Code
provides for tax-deferred retirement savings plans for employees of certain
non-profit and educational organizations. In accordance with the requirements of
section 403(b), any policy used for a 403(b) plan will prohibit distributions of
(i) elective contributions made in years beginning after December 31, 1988, (ii)
earnings on those distributions and (iii) earnings on amounts attributable to
elective contributions held as of the end of the last year beginning before
January 1, 1989. However, distributions of such amounts will be allowed upon
death of the employee, attainment of age 59 1/2, separation from service,
disability, or financial hardship, except that income attributable to elective
contributions may not be distributed in the case of hardship.


                            CHARGES AND DEDUCTIONS

Charges Against Account 4

     Mortality and Expense Risk Charge. A charge will be deducted from each
Investment Subdivision to compensate Life of Virginia for certain mortality and
expense risks assumed in connection with the Policies. The charge will be
deducted daily and equals .0031690% for each day in a Valuation Period. The
effective annual rate of this charge, which is compounded daily, is 1.15% of the
average daily net assets of Account 4. Life of Virginia guarantees that this
charge of 1.15% will never increase.

     The mortality risk assumed by Life of Virginia arises from its contractual
obligation to make Income Payments to each payee regardless of how long all
payees or any individual payee may live. Although Variable Income Payments will
vary in accordance with the investment performance of the shares purchased by
each Investment Subdivision, they will not be affected by the mortality
experience of persons receiving such payments or of the general population. This
assures each payee that neither the longevity of fellow payees nor an
improvement in life expectancy generally will have an adverse effect on the
Variable Income Payments received under the Policy. Mortality risk also arises
from the possibility that the Death Benefit will be greater than the Account
Value.

     The expense risk assumed is that expenses incurred in issuing and
administering the Policies will be greater than estimated and, therefore, will
exceed the expense charge limits set by the Policies. If proceeds from this
charge are not needed to cover mortality and expense risks, the Company may use
proceeds to finance distribution of the Policies. The mortality and expense risk
charge is not deducted from amounts allocated to the Guarantee Account. (See
Supplement to Prospectus.)


                                       31

<PAGE>

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

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


Policy Maintenance Charge

     A charge of $30 will be deducted annually from the Account Value of each
Policy to compensate Life of Virginia for certain administrative expenses
incurred in connection with the Policies. The charge will be deducted at the
beginning of each Policy Year. The policy maintenance charge will compensate
Life of Virginia for issuance, processing, start-up and on-going administration
expenses. These expenses include the cost of processing applications,
establishing Policy records, premium collection, recordkeeping, processing Death
Benefit claims, surrenders, partial surrenders, transfers, and reporting and
overhead costs.


Sales Charges

     Life of Virginia incurs certain sales and other distribution expenses when
the Policies are issued. The majority of these expenses consist of commissions
paid for sales of these Policies; however, other distribution expenses are
incurred in connection with the printing of prospectuses, conducting seminars
and other marketing, sales, and promotional activities. To recover a portion of
these expenses, a distribution expense charge is deducted monthly from the
Account Value during the first ten years following each Premium Payment. In
addition, a charge (also referred to as a contingent deferred sales charge) is
imposed on full and certain partial surrenders.

     Set forth below is a general discussion of the amount and nature of each
charge, followed by a more technical explanation of how the charges are
calculated.

     Distribution Expense Charge. The distribution expense charge is computed on
   each Monthly Anniversary Day and will equal .0166% of that portion of the
   Policy's Account Value in each Investment Subdivision on that date
   attributable to each Premium Payment made during the previous ten years. This
   is equivalent to an annual rate of .20%. The distribution expense charge for
   a Policy Month will be allocated among the Investment Subdivisions 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 upon request. In no event, however, will the sum of the cumulative
   distribution expense charges previously deducted, attributable to a
   particular Premium Payment, exceed 8.5% of that Premium Payment. Depending on
   the investment experience of the Investment Subdivisions selected by the
   Policyowner, the maximum charge of 8.5% of a Premium Payment may be collected
   before the ten-year period attributable to that Premium Payment has run. The
   distribution expense charge is not deducted from amounts allocated to the
   Guarantee Account. (See Supplement to the Prospectus.)

     Surrender Charge. A surrender charge (also referred to as a contingent
   deferred sales charge) will be imposed on full surrenders and certain partial
   surrenders that occur within six years of any Premium Payments to cover
   certain expenses relating to the sale of the Policy, including commissions to
   registered representatives and other promotional expenses. This charge will
   be deducted from the amount surrendered. The proceeds received upon maturity
   are also subject to a surrender charge if the Maturity Date under the Policy
   occurs within six years of receipt of a Premium Payment.

     The amount of the surrender charge depends on the number of years that have
elapsed since receipt of the Premium Payments to which the surrender is
allocated. The surrender is first allocated to the Account Value attributable to
each Premium Payment in the order each payment was received until the entire
surrender has been allocated. 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 surrender charge is the lesser of (a) that portion of
the surrender allocated to a particular Premium Payment and (b) the actual
Premium Payment less any partial surrenders previously allocated to it.


                                       32

<PAGE>

The surrender charge percentage applicable to each Premium Payment is as
                                   follows:





          Number of Full Years
          Between the Date of
           Receipt of Premium
     Payment and Date of Surrender           Applicable Surrender Charge
    -------------------------------         ----------------------------

              less than 1                                6%
                   1                                     6%
                   2                                     6%
                   3                                     6%
                   4                                     4%
                   5                                     2%
               6 or more                                 0%

     Thus, if all or part of a surrender is allocated to a Premium Payment
during the first four years following that Premium Payment, the applicable
percentage charge is equal to 6%. Thereafter, the charge decreases 2% per year,
so that no surrender charge is ever attributable to a particular Premium Payment
made more than six years prior to the date of the surrender. The surrender
charge is deducted from the amount payable.

     Reduced Charges on Certain Surrenders. If a partial surrender occurs later
than twelve months after the preceding partial surrender and is 10% or less of
the Account Value at the close of the Valuation Period during which the
surrender request is received, no surrender charge is deducted. If a full
surrender or a partial surrender is made later than twelve months after the
preceding partial surrender and is more than 10% of the Account Value at the end
of the Valuation Period during which the partial surrender request is received,
the amount of each Premium Payment that is subject to a surrender charge is
reduced by an amount equal to 10% of the Account Value. This reduction will be
taken from amounts subject to a charge beginning with the initial Premium
Payment, up to the amount subject to a surrender charge for that Premium
Payment, and continuing in the order that Premium Payments were received until
the entire reduction has been taken.

     Partial and full surrenders which qualify for reduced charges as described
above are available at any time where permitted. In certain states, surrenders
qualifying for reduced charges may not be available until after the first policy
year.

     Waiver of Surrender Charges in the Event of Hospital or Nursing Facility
Confinement. Surrender charges arising from a full surrender or one or more
partial surrenders occurring before income payments begin will be waived if:

   The Annuitant is, or has been confined to a 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 of Life of Virginia while the
   Annuitant is confined or within 90 days after discharge from the facility.

     The waiver of surrender charges in the event of hospital or nursing
facility confinement may not be available in all states or all markets, and is
only available to policies issued on or after May 1, 1993.

     Waived Surrender Charges for Certain Payment Plans. Surrender charges
otherwise applicable will be waived if and to the extent that proceeds are not
distributed in a lump sum and are applied to optional payment plans 1, 2 (for a
period of five or more years) or 5. (See Optional Payment Plans.)

     Limitation on Sales Charges. In no event will the cumulative surrender
charges attributable to a particular Premium Payment, when taken together with
the distribution expense charges previously deducted and attributable to that
Premium Payment, exceed 8.5% of that particular Premium Payment. For example, in
the event of a full or partial surrender, if the surrender charge otherwise
calculated will cause the sum of the sales charges to exceed 8.5% of a
particular Premium Payment, the surrender charge will be limited so that it
equals the difference between 8.5% of the Premium Payment and the sum of the
total monthly distribution expense charges and any surrender charges previously
deducted and attributable to that Premium Payment.

     Ratios Used to Calculate Sales Charges. In order to calculate the
applicable sales charges, Life of Virginia must determine that portion of
Account Value which is attributable to each Premium Payment. In order to
determine that portion of Account Value attributable to each Premium Payment,
Life of Virginia will multiply the Account Value by the ratio associated with


                                       33

<PAGE>

each particular Premium Payment. Life of Virginia calculates and recalculates
these ratios each time an Additional Premium Payment or a partial surrender is
made.

     Prior to the first Additional Premium Payment or partial surrender, the
entire Account Value is attributable to the initial Premium Payment. However,
the Account Value attributable to the initial Premium Payment will change every
time an Additional Premium Payment is received or a partial surrender is made.

     The portion of the Account Value attributable to the first Additional
Premium Payment is calculated by dividing (a) by (b), where (a) is the amount of
the Additional Premium Payment and (b) is the Policy's total Account Value
immediately after receipt of the Additional Premium Payment. Life of Virginia
will use this ratio to determine the portion of Account Value attributable to
that payment until another Additional Premium Payment or partial surrender is
made.

     Every time an Additional Premium Payment is made, Life of Virginia
recalculates the ratio for each Premium Payment, including the initial Premium
Payment. It does so by multiplying the last calculated ratio for each prior
Premium Payment by the difference between one and the ratio calculated for the
most recent Additional Premium Payment.

     Every time a partial surrender is made, Life of Virginia will redetermine
the ratio associated with each Premium Payment. The new ratio is (a) minus (b),
divided by (c), where:

   (a) is the Account Value associated with the Premium Payment;
   (b) is the amount of partial surrender allocated to the Premium Payment; and
   (c) is the Account Value immediately after the partial surrender.

     The amount of a partial surrender allocated to a Premium Payment will never
exceed the Account Value associated with that Premium Payment.


Transfer Charges

     The Policyowner may transfer amounts among the Investment Subdivisions.
Currently, there is no limit on the number of transfers that may be made;
however, Life of Virginia reserves the right to impose such a limit in the
future before Income Payments begin. Also, where permitted by state law, Life of
Virginia reserves the right to refuse to execute any transfer if any of the
Investment Subdivisions that would be affected by the transfer are unable to
purchase or redeem shares of the mutual funds in which they invest.

     The first transfer in each calendar month will be made without charge.
Thereafter, each time amounts are transferred, a transfer charge of $10 will be
deducted from the amount transferred to compensate Life of Virginia for the
costs in making the transfer. No transfer charge is imposed on transfers
occurring after Income Payments begin.


Premium Taxes

     Life of Virginia may deduct a charge for any premium taxes incurred. The
premium tax rates incurred by Life of Virginia currently range from 0 to 3.5%.
Any applicable premium tax charge may be deducted from either the premium paid
or from proceeds, (including benefits for surrender, maturity and death).


Other Charges

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


Reduction of Charges for Group Sales

     The distribution expense charge and/or the surrender charge may be reduced
for sales of the Policies to a trustee, employer or similar entity representing
a group or to members of the group where such sales result in savings of
expenses incurred by Life of Virginia in connection with the sale of the
Policies. The entitlement to such a reduction in such charges will be determined
by Life of Virginia based on the following factors:

   (1) The size of the group. Generally, the sales expenses for each individual
       Policyowner for a larger group are less than for a smaller group because
       more Policies can be implemented with fewer sales contacts and less
       administrative cost.


                                       34

<PAGE>

   (2) The total amount of Premium Payments to be received from a group. Per
       Policy sales and other expenses are generally proportionately less on
       larger purchase payments than on smaller ones.

   (3) The purpose for which the Policies are purchased. Certain types of plans
       are more likely to be stable than others. Such stability reduces the
       number of sales contacts and administrative and other services required,
       reduces sales administration and results in fewer Policy terminations. As
       a result, sales and other expenses can be reduced.

   (4) The nature of the group for which the Policies are being purchased.
       Certain types of employee and professional groups are more likely to
       continue Policy participation for longer periods than are other groups
       with more mobile membership. If fewer Policies are terminated in a given
       group, Life of Virginia's sales and other expenses are reduced.

   (5) There may be other circumstances of which Life of Virginia is not
       presently aware which could result in reduced sales expenses.

     Reductions in these charges will not be unfairly discriminatory against any
person including the affected owners and all other owners of Policies funded by
Account 4. Additional information about charge reductions is available from Life
of Virginia at its Home Office.


                                INCOME PAYMENTS

Monthly Income Benefit

     Life of Virginia will pay a Monthly Income Benefit to the Owner beginning
on the Maturity Date if the Annuitant is still living. The Monthly Income
Benefit will be paid in the form of Variable Income Payments similar to those
described in Optional Payment Plan 1, Life Income with 10 Years Certain, using
the sex and age nearest birthday of the Annuitant instead of the payee, unless
another election is made by the Policyowner.

     Under the Life Income with 10 Years Certain plan, if the Annuitant lives
longer than ten years, payments will continue for his or her life. If the
Annuitant dies 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. If the remaining payments are Variable Income Payments, the amount of
each payment to be discounted will be assumed equal to the value of the payment
amount on the date we received Due Proof of Death. This discounted amount will
be paid in one sum. The Policy does not specify a maximum maturity age or latest
maturity date unless state law requires it.

     During the lifetime of the Annuitant and prior to the Maturity Date,
however, the Policyowner, or the Designated Beneficiary upon the Policyowner's
death, may elect, by written notice to the Home Office, to receive proceeds in a
lump sum or under one of the optional payment plans described below. (If the
election is being made by the Designated Beneficiary, only available plans may
be chosen. (See Payment of Benefits.) The Policy does not specify a maximum
maturity age or latest maturity date unless state law requires it.

     Income Payments will be made monthly unless the Policyowner elects
quarterly, semi-annual or annual payments by written request to Life of
Virginia.

     Certain states prohibit the use of actuarial tables that distinguish
between men and women in determining benefits for annuity polices issued on the
lives of residents. Therefore, Policies offered by this Prospectus on the lives
of residents of those states have annuity income payments which are based on
actuarial tables that do not differentiate on the basis of sex.


Determination of Monthly Income Benefits

     The Maturity Value will be equal to the Surrender Value on the date
immediately preceding the Maturity Date.

     The initial Monthly Income Benefit under the automatic payment plan will be
calculated by multiplying (a) times (b) times (c), divided by (d) where: (a) is
the monthly payment per $1,000, shown under the optional payment plans for Life
Income with 10 Years Certain, using the sex and Settlement age of the Annuitant
instead of the payee, on the Maturity Date; (b) is the Maturity Value; (c) is
the monthly income tax factor, if applicable; and (d) is $1,000. Any premium tax
paid by Life of Virginia and not previously recouped by a premium tax charge may
be deducted from (b) above. Subsequent payments will be determined by
multiplying the proceeds payable by the monthly income tax factor applicable to
the Policy and contained in the policy data pages.

     If at the time Income Payments begin, the Policyowner has not provided Life
of Virginia with a written election not to have federal income taxes withheld,
Life of Virginia must by law withhold such taxes from the taxable portion of
such


                                       35

<PAGE>

Income Payments and remit that amount to the federal government. Also, in some
other circumstances, Life of Virginia may withhold taxes. (See Direct Rollover
and Mandatory Withholding Requirements and Federal Income Tax Withholding.) In
addition, any proceeds applied under an optional payment plan are subject to the
imposition of a premium tax charge in those states which impose such a tax upon
annuitization, or deduction of the deferred premium tax in those states which
impose such a tax on Life of Virginia for premiums received. (See Premium
Taxes.)


Optional Payment Plans

     Death Benefit proceeds payable because of the Annuitant's death, and
surrender value proceeds will be paid in one lump sum. Maturity proceeds will be
paid as described in the Monthly Income Benefit section. However, under certain
circumstances, Annuitant Death Benefit and surrender value proceeds can be paid
under an optional payment plan. In those circumstances, the proceeds, multiplied
by the monthly income tax factor set forth in the Policy, will be applied to
calculate an income payment. The Owner may elect an optional payment plan with
respect to surrender proceeds. During the Annuitant's life, the Owner, (or the
Designated Beneficiary in the event that the Owner predeceased the Annuitant),
may elect an optional payment plan. If a plan has not been chosen at the
Annuitant's death, the Designated Beneficiary can choose one if the Death
Benefit is to be paid. In addition, a payment made under an optional payment
plan at the death of the Owner, Joint Owner or Annuitant must conform with the
death provision rules, including the rules with respect to the payment of
benefits. (See Death Provisions.)

     Optional payment plans can provide either Fixed Income Payments or Variable
Income Payments as selected by the Policyowner or the payee. There are currently
five optional payment plans available. Optional payment plans 1 through 5 can be
used to provide Fixed Income Payments while only optional payment plans 1 and 5
are available to provide Variable Income Payments. A plan and the form of the
Income Payments may be designated in the application or by notifying Life of
Virginia in writing at its Home Office. If the payee is not a natural person,
consent of Life of Virginia is required prior to selecting a plan.

     The effect of choosing a Fixed Income Payment is that the amount of each
Income Payment will be calculated on the date the first Income Payment is made
and will not change. If Fixed Income Payments are chosen, the proceeds will be
transferred to the General Account of Life of Virginia on the date the Income
Payments begin. Fixed Income Payments will be fixed in amount and duration on
that date, based on current rates for the optional payment plan chosen and, if
applicable, the age and sex of the payee. The current rates for optional payment
plans are based on interest, mortality and expense assumptions made by Life of
Virginia. The current rates may change from time to time but never will be less
than the guaranteed minimum rate described and shown in the Policy form. For
further information, the Policyowner should contact Life of Virginia at its Home
Office.

     If the Policyowner, (or the Designated Beneficiary upon the Policyowner's
death) elects to receive Variable Income Payments under the applicable optional
payment, the proceeds may be allocated among up to ten Investment Subdivisions.
The first Variable Income Payment is determined by the rate for the optional
payment chosen and the amount of proceeds applied to the plan. The dollar amount
of subsequent Income Payments will reflect the investment experience of the
selected Investment Subdivisions and is determined by means of Annuity Units.

     The number of Annuity Units for an Investment Subdivision will be
determined when Income Payments begin and will remain fixed unless transferred.
(See Transfers.) 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 an Investment Subdivision; and (b) is the Annuity Unit Value for
that Investment Subdivision seven days before the first Income Payment is due.

     For each Investment Subdivision, the Annuity Unit Value for the first
Valuation Period was $10. The Annuity Unit Value for each subsequent Valuation
Period is (a) times (b) times (c) where: (a) is the Net Investment Factor for
that period (see Statement of Additional Information -- Value of Accumulation
Units); (b) is the Annuity Unit Value for the immediately preceding Valuation
Period; and (c) is the investment result adjustment factor.

     The investment result adjustment factor recognizes an assumed interest rate
of 3% per year used in determining the amounts of the Income Payments. This
means that if the net investment experience of the Investment Subdivision to
which the Annuity Units apply for a given month exceeds the monthly equivalent
of 3% per year, the monthly payment will be greater than the previous payment.
If the net investment experience for such Subdivision is less than the monthly
equivalent of 3% per year, the monthly payment will be less than the previous
monthly payment.


                                       36

<PAGE>

     Payments under Plans 1, 2, 3 or 5 will begin on the date of death of the
Owner, Annuitant or Joint Owner as applicable, on surrender, or on the policy's
Maturity Date. Payments under Plan 4 will begin at the end of the first interest
period after the date Proceeds are otherwise payable. Plan 4 is not available
under Qualified Policies.

     Under all of the optional payment plans, the minimum Income Payment Life of
Virginia will make is $100. If any payment is less than $100, Life of Virginia
will reduce the frequency of payment to quarterly, semi-annually or annually,
until each Income Payment is not less than $100. If the annual Income Payment is
less than $20, Life of Virginia will pay the Proceeds in a lump sum. Upon making
such a payment, Life of Virginia will have no future obligation under the
Policy.

   Plan 1 -- Life Income. Equal monthly payments will be made 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. Guaranteed amounts payable under this plan will earn interest at 3%
   compounded yearly. Life of Virginia 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 Life of Virginia 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-2 -- Income for a Fixed Period. Equal periodic payments will be made for
   a fixed period not longer than 30 years. Payments can be annual, semi-annual,
   quarterly, or monthly. Guaranteed amounts payable under this plan will earn
   interest at 3% compounded yearly. Life of Virginia 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 3 -- Income of a Definite Amount. Equal periodic payments of a definite
   amount will be paid. 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. If Fixed Income
   Payments are made under this plan, unpaid Proceeds will earn interest at 3%
   compounded yearly. Life of Virginia may increase the interest rate; if the
   interest rate is increased, 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. Periodic payments of interest earned from the
   proceeds left with Life of Virginia will be paid. Payments can be annual,
   semi-annual, quarterly, or monthly, and will begin at the end of the first
   period chosen. Proceeds will earn interest at 3% compounded yearly. Life of
   Virginia 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. This plan is not available under Qualified Policies.

   Plan 5 -- Joint Life and Survivor Income. Equal monthly payments will be made
   to two payees for a guaranteed minimum of 10 years. Each payee must be at
   least 35 years old when payments begin. Payments will continue as long as
   either payee is living. If Fixed Income Payments are made under this Plan,
   the guaranteed amount payable under this plan will earn interest at 3%
   compounded yearly. Life of Virginia may increase the interest rate and the
   amount of any payment. 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 Income Payments. The
   discounted amount will be paid in one sum to the survivor's estate unless
   otherwise provided.


                              FEDERAL TAX MATTERS

Introduction

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

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



                                       37

<PAGE>

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


Non-Qualified Policies

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

     Tax Deferral During Accumulation Period. In general, until distributions
are made or deemed to be made from a Non-Qualified Policy (as discussed below),
an Owner who is a natural person is not taxed on increases in the Account Value
resulting from the investment experience of Account 4. However, this rule
applies only if (1) the investments of Account 4 are "adequately diversified" in
accordance with Treasury Department regulations, and (2) Life of Virginia,
rather than the Owner, is considered the owner of the assets of Account 4 for
federal tax purposes.

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

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

   (2) Ownership Treatment. In certain circumstances, variable policy owners may
   be considered the owners, for federal tax purposes, of the assets of the
   separate account used to support their policies. In those circumstances,
   income and gains from the separate account assets would be includible in the
   variable policy owners' gross income annually as earned. The Internal Revenue
   Service (the "Service") has stated in published rulings that a variable
   policy owner will be considered the owner of separate account assets if the
   owner possesses incidents of ownership in those assets, such as the ability
   to exercise investment control over the assets. The Treasury Department has
   announced, in connection with the issuance of regulations concerning
   investment diversification, that those regulations "do not provide guidance
   concerning the circumstances in which investor control of the investments of
   a segregated asset [i.e. separate] account may cause the investor, rather
   than the insurance company, to be treated as the owner of the assets in the
   account." This announcement also stated that guidance would be issued by way
   of regulations or rulings on the "extent to which policyholders may direct
   their investments to particular sub-accounts [of a separate account] without
   being treated as owners of the underlying assets." As of the date of this
   prospectus, no such guidance has been issued.

   The ownership rights under the Policy are similar to, but different in
   certain respects from, those addressed by the Service in rulings in which it
   was determined that contract owners were not owners of separate account
   assets. For example, the Owner of this Policy has the choice of more Funds to
   which to allocate premiums and Account Values, and may be able to reallocate
   more frequently, than in such rulings. These differences could result in a
   Policyowner being considered, under the standard of those rulings, the owner
   of the assets of Account 4. To ascertain the tax treatment of its
   Policyowners, Life of Virginia requested, with regard to a policy similar to
   this Policy, a ruling from the Service that it, and not its Policyowners, is
   the owner of the assets of the separate account there involved for federal
   income tax purposes. The Service informed Life of Virginia that it will not
   rule on the request until issuance of the promised guidance referred to in
   the preceding paragraph. Because Life of Virginia does not know what
   standards will be set forth in regulations or revenue rulings which the
   Treasury Department has stated it expects to be issued, Life of Virginia has
   reserved the right to modify its practices to attempt to prevent the
   Policyowner from being considered the owner of the assets of Account 4.

     Frequently, if the Service or the Treasury Department sets forth a new
   position which is adverse to taxpayers, the position is applied on a
   prospective basis only. Thus, if the Service or the Treasury Department were
   to issue regulations or a ruling which treated a Policyowner as the owner of
   the assets of Account 4, that treatment might apply only on a prospective
   basis. However, if the ruling or regulations were not considered to set forth
   a new position, a Policyowner might retroactively be determined to be the
   owner of the assets of Account 4.


                                       38

<PAGE>

     A Policyowner who is not a natural person -- that is, an entity such as a
corporation or a trust -- generally is taxable currently on the annual increase
in the Account Value of a Non-Qualified Policy, unless an exception to this
general rule applies. Exceptions exist for, among other things, an Owner which
is not a natural person but which holds the Policy as an agent for a natural
person.

     In addition to the foregoing, if the Policy's Maturity Date occurs at a
time when the Annuitant is at an advanced age, such as over age 85, it is
possible that the Owner will be taxable currently on the annual increase in
Account Value. The following discussion assumes that the Policy will constitute
an annuity contract for federal tax purposes and that the Policy will be issued
to a natural person.

     Taxation of Partial and Full Surrenders. A distribution is made from a
Non-Qualified Policy upon the Policy's partial or full surrender. Any amount so
distributed upon a partial surrender is includible in income to the extent that
the Account Value immediately before the partial surrender exceeds the
"investment in the contract" at that time. The amount distributed upon a full
surrender is includible in income to the extent that the Policy's Surrender
Value exceeds the investment in the contract at the time of surrender. For these
purposes, the investment in the contract at any time equals the total of the
Premium Payments made for a Policy to that time, less any amounts previously
received from the Policy which were not included in income. An Owner may be
taxed in the same manner as if a full surrender of the Policy had occurred if
all of the Owners are natural persons and a Contingent Annuitant is named at the
death of an Annuitant who was not also an Owner.

     If an Owner transfers a Policy without adequate consideration to a person
other than the Owner's spouse (or to a former spouse incident to divorce), the
Owner will be taxed on the difference between his or her Account Value and the
investment in the policy at the time of transfer. In such case, the transferee's
investment in the policy will be increased to reflect the increase in the
transferor's income. In addition, the Policy provides a Death Benefit that in
certain circumstances may exceed the greater of the Premium Payments and the
Account Value. As described elsewhere in this Prospectus, Life of Virginia
imposes certain charges with respect to the Death Benefit. It is possible that
some portion of those charges could be treated for federal tax purposes as a
partial surrender of the Policy.

     All non-qualified annuity policies which are issued after October 21, 1988
by Life of Virginia or any of its affiliates with the same person designated as
the Owner within the same calendar year will be aggregated and treated as one
policy for purposes of determining any tax on distributions.

     The foregoing rules will apply to amounts distributed in connection with
the Waiver of Surrender Charges in the Event of Hospital or Nursing Facility
Confinement.

     Taxation of Annuity Payments. Amounts may be distributed from a
Non-Qualified Policy as payments under one of the five optional payment plans.
In the case of optional payment plans other than Plan 4 (Interest Income),
typically a portion of each payment is includible in income when it is
distributed. Normally, the portion of a payment includible in income equals the
excess of the payment over the exclusion amount. The exclusion amount, in the
case of Variable Income Payments under Plans 1 and 5, generally is the amount
determined by dividing the "investment in the contract" allocated to that Plan
for the Policy when the payments begin to be made (as defined above), adjusted
for any period-certain or refund feature, by the number of payments expected to
be made (determined by Treasury Department regulations). Also, in the case of
Fixed Income Payments under Plans 1, 2, 3, and 5, the exclusion amount is the
amount determined by multiplying the payment by the ratio of such investment in
the policy allocated to that Plan, adjusted for any period-certain or refund
feature, to the Policy's "expected return" (determined under Treasury Department
regulations). However, payments which are received after the investment in the
contract has been fully recovered -- i.e., after the sum of the excludable
portions of the payments equal the investment in the contract -- will be fully
includible in income. On the other hand, should the payments cease because of
the death of the Annuitant before the investment in the policy has been fully
recovered, the Annuitant (or, in certain cases, the Designated Beneficiary) is
allowed a deduction for the unrecovered amount.

     If certain amounts become payable in a lump sum from a Policy, such as the
Policy's Death Benefit, it is possible that such amounts might be viewed as
constructively received and thus subject to tax, even though not actually
received. A lump sum will not be constructively received if it is applied under
an optional payment plan within 60 days after the date on which it becomes
payable. Any optional payment plan selected must comply with applicable minimum
distribution requirements imposed by the Code.

     In the case of Plan 4, the proceeds left with Life of Virginia are
considered distributed for tax purposes at the time Plan 4 takes effect, and are
taxed in the same manner as a full surrender of the Policy, as described above.
The periodic interest payments are includible in the recipient's income when
they are paid or made available. In addition, if amounts are applied


                                       39

<PAGE>

under Plan 3 when the payee is at an advanced age, such as age 80 or older, it
is possible that such amounts would be treated in a manner similar to that under
Plan 4.

     Taxation of Systematic Withdrawals. In the case of Systematic Withdrawals,
the amount of each withdrawal should be considered as a distribution and taxed
in the same manner as a partial surrender of the Policy, as described above.
However, there is some uncertainty regarding the tax treatment of Systematic
Withdrawals, and it is possible that additional amounts may be includible in
income.

     Taxation of Death Benefit Proceeds. Amounts may be distributed before the
Maturity Date from a Non-Qualified Policy because of the death of the Owner, a
Joint Owner, or the Annuitant. Such Death Benefit Proceeds are includible in the
income of the recipient as follows: (1) if distributed in a lump sum, they are
taxed in the same manner as a full surrender of the Policy, as described above
(substituting the Death Benefit Proceeds for the Surrender Value), or (2) if
distributed under an optional payment plan, they are taxed in the same manner as
annuity payments, as described above.

     Penalty Tax on Premature Distributions. Subject to certain exceptions, a
penalty tax is also imposed on the foregoing distributions from a Non-Qualified
Policy, equal to 10 percent of the amount of the distribution that is includible
in income. The exceptions provide, however, that this penalty tax does not apply
to distributions made (1) on or after the recipient attains age 59-1/2, (2)
because the recipient has become disabled (as defined in the tax law), (3) on or
after the death of the Owner, or if such Owner is not a natural person, on or
after the death of the primary annuitant under the Policy (as defined in the tax
law), or (4) as part of a series of substantially equal periodic payments over
the life (or life expectancy) of the recipient or the joint lives (or life
expectancies) of the recipient and his or her designated beneficiary (as defined
in the tax law). In the case of Systematic Withdrawals, it is uncertain whether
such distributions will qualify for exception (4) above. If Systematic
Withdrawals did qualify for this exception, any modification of the Systematic
Withdrawals could result in certain adverse tax consequences. In addition, a
transfer between Investment Subdivisions may result in payments not qualifying
for exception (4) above.

     Assignments. An assignment or pledge of (or an agreement to assign or
pledge) a Non-Qualified Policy is taxed in the same manner as a partial
surrender, as described above, to the extent of the value of the Policy so
assigned or pledged. The investment in the policy is increased by the amount
includible as income with respect to such assignment or pledge, though it is not
affected by any other amount in connection with the assignment or pledge
(including its release).

     Loss of Interest Deduction Where Policies are Held by or for the Benefit of
Certain Non-Natural Persons. In the case of Policies issued after June 8, 1997
to a non-natural taxpayer (such as a corporation or a trust), or held for the
benefit of such an entity, otherwise deductible interest may no longer be
deductible by the entity, regardless of whether the interest relates to debt
used to purchase or carry the Policy. However, this interest deduction
disallowance does not affect Policies where the income on such Policies is
treated under section 72(u) of the Code as ordinary income that is received or
accrued by the Owner during the taxable year. Entities that are considering
purchasing the Policy, or entities that will be beneficiaries with respect to a
Policy, should consult a tax advisor.


Qualified Policies

     The following sections describe tax considerations of Policies used as
Individual Retirement Annuities or other qualified retirement plans ("Qualified
Policies"). Life of Virginia does not currently offer all of the types of
Qualified Policies described, and may not offer them in the future. Prospective
purchasers of Qualified Policies should therefore contact Life of Virginia's
Home Office to ascertain the availability of Qualified Policies at any given
time.


IRA Policies

     Premium Payments. A Policy that meets certain requirements set forth in the
tax law may be used as an an IRA Policy. Both the amount of the Premium Payments
that may be paid, and the tax deduction that the Policyowner may claim for such
Premium Payments, are limited under an IRA Policy.

     In general, the Premium Payments that may be made for any IRA Policy for
any year are limited to the lesser of $2,000 or 100 percent of the individual's
earned income for the year. Also, with respect to an individual who has less
income than his or her spouse, Premium Payments may be made by that individual
to an IRA Policy to the extent of the lesser of (1) $2,000, or (2) the sum of
(i) the compensation includible in such individual's gross income for the
taxable year and (ii) the compensation includible in the gross income of the
individual's spouse for the taxable year reduced by the amount allowed as a
deduction for IRA contributions to such spouse. An excise tax is imposed on IRA
contributions that exceed the law's limits.


                                       40

<PAGE>

     The deductible amount of the Premium Payments made for an IRA Policy for
any taxable year is limited to the amount of the Premium Payments that may be
paid for the Policy for that year. Furthermore, a single person who is an active
participant in a qualified retirement plan (that is, a qualified pension,
profit-sharing, or annuity plan, a simplified employee pension plan, a "SIMPLE"
retirement account, or a "section 403(b)" annuity plan, as discussed below) and
who has adjusted gross income in excess of $40,000 may not deduct Premium
Payments, and such a person with adjusted gross income between $30,000 and
$40,000 may deduct only a portion of such payments. Also, married persons who
file a joint return, one of whom is an active participant in a qualified
retirement plan, and who have adjusted gross income in excess of $60,000 may not
deduct Premium Payments, and those with adjusted gross income between $50,000
and $60,000 may deduct only a portion of such payments. Additional rules may
apply.

     In applying these and other rules applicable to an IRA Policy, all
individual retirement accounts and annuities owned by an individual are treated
as one contract, and all amounts distributed during any taxable year are treated
as one distribution.

     Tax Deferral During Accumulation Period. Until distributions are made from
an IRA Policy, increases in the Account Value of the Policy are not taxed.

     IRA Policies generally may not provide life insurance coverage, but they
may provide a death benefit that equals the greater of the premiums paid and the
contract value. The Policy provides a Death Benefit that in certain
circumstances may exceed the greater of the Premium Payments and the Account
Value. It is possible that the Policy's Death Benefit could be viewed as
violating the prohibition on investment in life insurance contracts with the
result that the Policy would not be viewed as satisfying the requirements of an
IRA Policy.

     Taxation of Distributions and Rollovers. If all Premium Payments made to an
IRA Policy were deductible, all amounts distributed from the Policy are included
in the recipient's income when distributed. However, if nondeductible Premium
Payments were made to an IRA Policy (within the limits allowed by the tax law),
a portion of each distribution from the Policy typically is included in income
when it is distributed. In such a case, any amount distributed as an annuity
payment or in a lump sum upon death or a full surrender is taxed as described
above in connection with such a distribution from a Non-Qualified Policy,
treating as the investment in the contract the sum of the nondeductible Premium
Payments at the end of the taxable year in which the distribution commences or
is made (less any amounts previously distributed that were excluded from
income). Also in such a case, any amount distributed upon a partial surrender is
partially includible in income. The includible amount is the excess of the
distribution over the exclusion amount which in turn equals the distribution
multiplied by the ratio of the investment in the contract to the Account Value.

     In any event, subject to the direct rollover and mandatory withholding
requirements (discussed below) amounts may be "rolled over" from a qualified
retirement plan to an IRA Policy (or from one individual retirement annuity or
individual retirement account to an IRA Policy) without incurring tax if certain
conditions are met. Only certain types of distributions from qualified
retirement plans or individual retirement annuities may be rolled over.

     Penalty Taxes. Subject to certain exceptions, a penalty tax is also imposed
on distributions from an IRA Policy equal to 10 percent of the amount of the
distribution includible in income. (Amounts rolled over from an IRA Policy
generally are excludable from income.) The exceptions provide, however, that
this penalty tax does not apply to distributions made (1) on or after age
59-1/2, (2) on or after death or because of disability (as defined in the tax
law), or (3) as part of a series of substantially equal periodic payments over
the life (or life expectancy) of the recipient or the joint lives (or joint life
expectancies) of the recipient and his or her designated beneficiary (as defined
in the tax law).

     In addition to the foregoing, failure to comply with a minimum distribution
requirement will result in the imposition of a penalty tax of 50 percent of the
amount by which a minimum required distribution exceeds the actual distribution
from an IRA Policy. Under this requirement, distributions of minimum amounts
from an IRA Policy as specified in the tax law must commence by April 1 of the
calendar year following the calendar year in which the Annuitant attains age
70-1/2, or when he or she retires, whichever is later.


Roth IRAs

     Recently enacted section 408A of the Code permits eligible individuals to
contribute to a type of IRA Policy known as a "Roth IRA." Roth IRAs differ from
other IRA Policies in several respects. Among the differences is that, although
Premium Payments to a Roth IRA are not tax deductible, "qualified distributions"
from a Roth IRA will be excludable from income. Additionally, the eligibility
and mandatory distribution requirements for Roth IRAs differ from non-Roth IRA
Policies.

     Premium Payments. The maximum amount of contributions allowable for any
taxable year to all Roth IRAs maintained for an individual (the "contribution
limit") generally is the lesser of $2,000 and 100% of compensation for the
taxable year.


                                       41

<PAGE>

The contribution limit is reduced by the amount of any deductible and
non-deductible contributions to a non-Roth IRA Policy. For individuals who file
a joint return and receive less compensation for the taxable year than their
spouse, special rules apply.

     For taxpayers with adjusted gross incomes in excess of certain limits, no
contribution (or only a reduced contribution) to a Roth IRA is allowed. For
married individuals filing a joint return, the contribution limit is phased out
for adjusted gross incomes between $150,000 and $160,000. (Special rules apply
to married individuals filing separate returns.) For single individuals, the
contribution limit is phased out for adjusted gross incomes between $95,000 and
$110,000.

     Rollovers. A rollover may be made to a Roth IRA only if it is a "qualified
rollover contribution." A "qualified rollover contribution" is a rollover
contribution to a Roth IRA from another Roth IRA or from a non-Roth IRA Policy,
but only if such rollover contribution meets the rollover requirements for IRA
Policies under section 408(d)(3) of the Code. In addition, a transfer may be
made to a Roth IRA directly from another Roth IRA or from a non-Roth IRA Policy.
Persons with adjusted gross incomes in excess of $100,000 or who are married and
file a separate return are not eligible to make a qualified rollover
contribution or a transfer in a taxable year from a non-Roth IRA Policy to a
Roth IRA.

     In the case of a qualified rollover contribution or a transfer from a
non-Roth IRA Policy to a Roth IRA, any portion of the amount rolled over which
would be includible in gross income were it not part of a qualified rollover
contribution or a nontaxable transfer will be includible in gross income.
However, the 10 percent penalty tax on premature distributions generally will
not apply. If such a rollover occurs before January 1, 1999, any portion of the
amount rolled over which is required to be included in gross income must be
included ratably over the 4-taxable year period beginning with the taxable year
in which the rollover is made.

     Conversions. All or part of amounts in a non-Roth IRA Policy may be
converted into a Roth IRA. Such a conversion can be made without taking an
actual distribution from the IRA Policy. For example, an individual may make a
conversion by notifying the IRA Policy issuer or trustee, whichever is
applicable. The conversion of an IRA Policy to a Roth IRA is a special type of
qualified rollover contribution. Hence, the IRA Policy participant must be
eligible to make a qualified rollover contribution in order to convert an IRA
Policy to a Roth IRA. A conversion typically will result in the inclusion of
some or all of the IRA Policy value in gross income, as described above.

     UNDER SOME CIRCUMSTANCES, IT MAY NOT BE ADVISABLE TO ROLLOVER, TRANSFER, OR
CONVERT ALL OR PART OF A NON-ROTH IRA POLICY TO A ROTH IRA. WHETHER AN OWNER
SHOULD DO SO WILL DEPEND ON THE IRA POLICY OWNER'S PARTICULAR FACTS AND
CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, SUCH FACTORS AS WHETHER THE OWNER
IS QUALIFIED TO MAKE SUCH A ROLLOVER, TRANSFER, OR CONVERSION, HIS OR HER
FINANCIAL SITUATION, AGE, CURRENT AND FUTURE INCOME NEEDS, YEARS TO RETIREMENT,
CURRENT AND FUTURE TAX RATES, AND ABILITY AND DESIRE TO PAY CURRENT INCOME TAXES
WITH RESPECT TO AMOUNTS ROLLED OVER, TRANSFERRED, OR CONVERTED, AND WHETHER SUCH
TAXES MIGHT NEED TO BE PAID WITH WITHDRAWALS FROM THE OWNER'S ROTH IRA (SEE
DISCUSSION BELOW OF "NONQUALIFIED DISTRIBUTIONS" AND "PENDING LEGISLATION").
PERSONS CONSIDERING A ROLLOVER, TRANSFER, OR CONVERSION SHOULD CONSULT A
QUALIFIED TAX ADVISOR.

     Qualified Distributions. Any "qualified distribution" from a Roth IRA is
excludible from gross income. A "qualified distribution" is a payment or
distribution which satisfies two requirements. First, the payment or
distribution must be (a) made after the Owner attains age 591/2, (b) made after
the Owner's death, (c) attributable to the Owner being disabled, or (d) a
qualified first-time homebuyer distribution within the meaning of section
72(t)(2)(F) of the Code. Second, the payment or distribution must be made in a
taxable year that is at least five years after (a) the first taxable year for
which a contribution was made to any Roth IRA established for the Owner, or (b)
in the case of a payment or distribution properly allocable to a qualified
rollover contribution from a non-Roth IRA Policy (or income allocable thereto),
the taxable year in which the rollover contribution was made.

     Nonqualified Distributions. A distribution from a Roth IRA which is not a
qualified distribution is generally taxed in the same manner as a distribution
from a non-Roth IRA Policy. However, such a distribution will be treated as made
first from contributions to the Roth IRA to the extent that such distribution,
when added to all previous distributions from the Roth IRA, does not exceed the
aggregate amount of contributions to the Roth IRA. Generally, all Roth IRAs are
aggregated to determine the tax treatment of distributions.

     Mandatory Distributions. Distributions of minimum amounts from a Roth IRA
need not commence at age 701/2. However, if the Owner dies before the entire
interest in a Roth IRA is distributed, any remaining interest in the Policy must
be distributed by December 31 of the calendar year containing the fifth
anniversary of the Owner's death, subject to certain exceptions.


                                       42

<PAGE>

     As described in "Federal Tax Matters," there is some uncertainty regarding
the proper characterization of the Policy's death benefit for purposes of the
tax rules governing IRA Policies (which include Roth IRAs). Additionally, the
foregoing discusses the federal income tax consequences surrounding Roth IRAs
and does not address any state income tax consequences that may apply. Persons
intending to use the Policy in connection with a Roth IRA should seek competent
advice regarding these issues.

     Pending Legislation. Pending legislation may modify these rules
retroactively to January 1, 1998.


Simplified Employee Pension Plans
     An employer may use a Policy to establish for an employee an individual
retirement annuity plan known as a "simplified employee pension plan" (or
"SEP"), if certain requirements set forth in the tax law are satisfied. Premium
Payments may be made into a Policy used in a SEP generally in accordance with
the rules applicable to individual retirement annuities, though with expanded
contribution limits. Such payments are deductible by the employer and are not
includible in the income of the employee. The taxation of distributed amounts
generally follows the rules applicable to individual retirement annuities. As
discussed above (see IRA Policies), there is some uncertainty regarding the
proper characterization of the Policy's Death Benefit provisions for purposes of
certain tax rules governing IRAs (which would include SEP IRAs). Employers
intending to use the Policy in connection with a SEP should seek competent tax
advice.


SIMPLE IRAs
     Section 408(p) of the Code permits certain small employers to establish
"SIMPLE retirement accounts,"including SIMPLE IRAs, for their employees. Under
SIMPLE IRAs, certain deductible contributions are made by both employees and
employers. SIMPLE IRAs are subject to various requirements, including limits on
the amounts that may be contributed, the persons who may be eligible, and the
time when distributions may commence. As discussed above (see IRA Policies),
there is some uncertainty regarding the proper characterization of the Policy's
Death Benefit provisions for purposes of certain tax rules governing IRAs (which
would include SIMPLE IRAs). Employers intending to use the Policy in connection
with a SIMPLE retirement account should seek competent tax advice.


Section 403(b) Annuities
     Premium Payments. Premiums paid for a Policy on behalf of an employee by a
public educational institution or certain other tax-exempt employers are not
included in the employee's income if the Policy meets certain requirements set
forth in the tax law. There are a number of limitations on contributions to a
"section 403(b) Policy." For example, Premium Payments made as elective
deferrals through a salary reduction agreement with an employee generally are
limited to $9,500 per year (or, if greater, $7,000 per year as adjusted by the
Service for cost of living increases). (Note that contributions to certain other
qualified retirement plans, such as section 401(k) plans or to SEP plans, by the
Policyowner may reduce these limits on elective deferrals.) Other limitations
may be more restrictive.

     In applying these and other rules applicable to a section 403(b) Policy,
that Policy and all similar contracts purchased by the same employer for the
same employee are treated as one contract.

     Tax Deferral During Accumulation Period. Until distributions are made from
a section 403(b) Policy, increases in the Account Value are not taxed.

     Purchasers should consider that the Policy provides a Death Benefit that in
certain circumstances may exceed the greater of the Premium Payments and the
Account Value. It is possible that such Death Benefit could be characterized as
an incidental death benefit. If the Death Benefit were so characterized, this
could result in currently taxable income to purchasers. In addition, there are
limitations on the amount of incidental death benefits that may be provided
under a section 403(b) Policy. Even if the Death Benefit under the Policy were
characterized as an incidental death benefit, it is unlikely to violate those
limits unless the purchaser also purchases a life insurance contract as part of
his or her section 403(b) Policy.


     Taxation of Distributions and Rollovers. If no portion of the premiums paid
into a section 403(b) Policy were includible in the employee's income, all
amounts distributed from the Policy are included in the recipient's income when
distributed. However, if Premium Payments were made to a section 403(b) Policy
which were includible in the employee's income, a portion of each distribution
from the Policy typically is included in income when it is distributed. In such
a case, any amount distributed as an annuity payment or in a lump sum upon death
or a full surrender is taxed as described above in connection with such a
distribution from a Non-Qualified Policy, treating as the investment in the
contract the sum of the Premium Payments made into the Policy which were not
excluded from income as of the time the distribution commences or is made (less
any amounts previously distributed that were excluded from income). Also in such
a case, any amount distributed upon a partial surrender is partially includible
in income. The includible amount is the excess of the distribution over the
exclusion amount, which in turn equals the distribution multiplied by the ratio
of the investment in the contract to the Account Value.


                                       43

<PAGE>

     In any event, subject to the direct rollover and mandatory withholding
requirements (discussed below), amounts may be rolled over from a section 403(b)
Policy (or similarly qualifying contract) to another section 403(b) Policy (or
similarly qualifying contract) or to an individual retirement account or
individual retirement annuity without incurring tax if certain conditions are
met. Only certain types of distributions may be rolled over.

     Beginning in 1989, a section 403(b) Policy is required to prohibit
distributions of amounts attributable to elective deferrals and earnings thereon
(made under a salary reduction agreement) prior to age 59 1/2, separation from
service, death or disability. Distributions of elective deferrals (but not any
income earned thereon) may nonetheless be permitted in the case of hardship.


     Penalty Taxes. Subject to certain exceptions, a penalty tax is also imposed
on distributions from a section 403(b) Policy equal to 10 percent of the amount
of the distribution includible in income. (Amounts rolled over from a section
403(b) Policy generally are excludable from income, although various withholding
requirements may nonetheless apply to such amounts, as discussed below). The
exceptions provide, however, that this penalty tax does not apply to
distributions made (1) on or after age 59 1/2, (2) on or after death or because
of disability (as defined in the tax law), (3) as part of a series of
substantially equal periodic payments beginning after the employee separates
from service and made over the life (or life expectancy) of the employee or the
joint lives (or joint life expectancies) of the employee and his or her
designated beneficiary (as defined in the tax law), or (4) after separation from
service after attainment of age 55.

    In addition to the foregoing, failure to comply with a minimum distribution
requirement will result in the imposition of a penalty tax of 50 percent of the
amount by which a minimum required distribution exceeds the actual distribution
from a section 403(b) Policy. Under this requirement, distributions of minimum
amounts specified by the tax law must generally commence by April 1 of the
calendar year following the calendar year in which the employee attains age 70
1/2, or when he or she retires, whichever is later.



Deferred Compensation Plans of State and Local Governments and Tax-Exempt
Organizations
     Section 457 of the Code permits employees of state and local governments
and tax-exempt organizations to defer a portion of their compensation without
paying current taxes. The employees must be participants in an eligible deferred
compensation plan. Generally, a Policy purchased by a state or local government
or a tax-exempt organization will not be treated as an annuity contract for
federal income tax purposes. Those who intend to use the Policies in connection
with such plans should seek competent tax advice.


Other Qualified Retirement Plans
     Premium Payments. Premium Payments made by an employer for a Policy used in
connection with a pension, profit-sharing, or annuity plan qualified under
section 401 or 403(a) of the Code are deductible by the employer within certain
limits. Such payments are also excludable from the income of the employee within
certain limits.

     Tax Deferral and Taxation of Distributions. The deferral of taxation on
Account Value increases and the tax treatment of distributed amounts (including
the penalty tax) described above in the case of IRA Policies and section 403(b)
Policies generally applies with respect to amounts held under or distributed
from Policies used in connection with other qualified retirement plans. For
Policies and amounts distributed therefrom to be eligible for such treatment,
certain requirements specified in the tax law must be satisfied.

     The Policy provides a Death Benefit that in certain circumstances may
exceed the greater of the Premium Payments and the Account Value. It is possible
that such Death Benefit could be characterized as an incidental death benefit.
There are limitations on the amount of incidental death benefits that may be
provided under pension and profit sharing plans. In addition, the cost of
providing such benefits may be currently includible in income.


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


Direct Rollover and Mandatory Withholding Requirements
     If your Policy is used in connection with a pension, profit-sharing, or
annuity plan qualified under sections 401(a) or 403(a) of the Code, or is a
section 403(b) Policy, any "eligible rollover distribution" from the Policy will
be subject to direct rollover and mandatory withholding requirements. An
eligible rollover distribution generally is any taxable distribution from a
qualified pension plan under section 401(a) of the Code, qualified annuity plan
under section 403(a) of the Code, or section 403(b) annuity or custodial
account, excluding certain amounts (such as minimum distributions required under
section 401(a)(9) of the Code and distributions which are part of a "series of
substantially equal periodic payments" made for the life or a


                                       44

<PAGE>

specified period of 10 years or more). Under these requirements, withholding at
a rate of 20 percent will be imposed on any eligible rollover distribution that
you receive from the Policy. Unlike withholding on certain other amounts
distributed from the Policy, discussed below, you can not elect out of
withholding with respect to an eligible rollover distribution. However, this 20
percent withholding will not apply if, instead of receiving the eligible
rollover distribution, you elect to have it directly transferred to certain
qualified retirement plans. Prior to receiving an eligible rollover
distribution, you will receive notice (from the plan administrator or Life of
Virginia) explaining generally the direct rollover and mandatory withholding
requirements and how to avoid the 20 percent withholding by electing a direct
transfer.


Federal Income Tax Withholding
     Amounts distributed from a Policy, to the extent includible in income under
the federal tax laws, are subject to federal income tax withholding. Life of
Virginia will withhold and remit a portion of such amounts to the U.S.
Government unless properly notified by the Policyowner or other payee, at or
before the time of the distribution, that he or she chooses not to have any
amounts withheld. In some instances, however, Life of Virginia may be required
to withhold amounts. (See the discussion above regarding withholding
requirements applicable to distributions from various qualified retirement plans
including section 403(b) policies.)


                              GENERAL PROVISIONS

The Owner
     The Policyowner or Joint Owners are designated in the application. (Joint
Owners own the Policy equally with the right of survivorship.) While the
Annuitant is living, the Policyowner or Joint Owners may exercise all of the
rights and privileges under the Policy, subject to the rights of any beneficiary
named irrevocably, and any assignee under an assignment filed with Life of
Virginia. Disposition of the Policy is subject to the Policy's death provisions.
(See Death Provisions.) During the Annuitant's lifetime, the Policyowner or
Joint Owners may be changed by written request to the Home Office if this right
has been reserved. If the Policyowner dies before the Annuitant, the Designated
Beneficiary will become the sole owner of the Policy following such a death,
subject to the distribution rules in the Policy's death provisions. If the
Policyowner does not name a Joint Owner or a Primary Beneficiary or Contingent
Beneficiary, or if a Joint Owner or Primary Beneficiary or Contingent
Beneficiary is not living (or in existence for purposes of non-natural
designations) at the Policyowner's death, ownership will pass to the
Policyowner's estate. The Designated Beneficiary of the Policyowner, for
purposes of the required distribution rules of section 72(s) of the Code, will
receive the required distribution if the Policyowner dies prior to the Maturity
Date. The required distribution is more fully described in Death Provisions.


The Annuitant
     The Policy names the Policyowner or someone else as the Annuitant. A
Contingent Annuitant also may be named. If no Contingent Annuitant has been
named, one may be named at the death of the Annuitant. The election of a
Contingent Annuitant after the death of the Annuitant, however, may have adverse
tax consequences. (See Federal Tax Matters.) Life of Virginia reserves the right
to restrict the election of the Contingent Annuitant to conform to its
administrative procedures and within the restrictions of federal and state law.
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.)


The Beneficiary
     The Primary and Contingent Beneficiary may be designated by the Policyowner
in the application. If changed, the Primary Beneficiary or Contingent
Beneficiary is as shown in the latest change filed with Life of Virginia.


Changes By the Owner
     Prior to the Maturity Date and during the Annuitant's life, the Policyowner
may be changed if this right is reserved. The Primary Beneficiary and the
Contingent Beneficiary may also be changed during the Annuitant's life if this
right is reserved; however no change may be made after the Annuitant's death.
Furthermore, if this right is reserved, the Policyowner may also change the
Contingent Annuitant.

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


                                       45

<PAGE>

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


Joint Policy
     The Policy may be purchased as a Joint Policy. In making this selection,
the Policyowner must name an Annuitant and Contingent Annuitant. The Policyowner
must also relinquish any right to change the Contingent Annuitant. An additional
Contingent Annuitant may not be named if the Annuitant or Contingent Annuitant
dies before the Maturity Date.

     Under a Joint Policy, if both the Annuitant and Contingent Annuitant are
alive at the Maturity Date, proceeds will be paid in the form of Variable Income
Payments under Optional Payment Plan 5, Joint Life and Survivor Income, using
the sexes and ages nearest birthday of the Annuitant and Contingent Annuitant.
If only one is surviving at the Maturity Date, then proceeds will be paid in the
form of Variable Income Payments under Optional Payment Plan 1, Life Income with
10 Years Certain, using the sex and settlement age of such survivor.


Payment Under the Policies
     Life of Virginia will usually pay any amounts payable as a result of
surrender or partial surrender within seven days after it receives a written
request at its Home Office in a form satisfactory to it. Life of Virginia will
usually pay any Death Benefit within seven days after it receives Due Proof of
Death. Amounts payable as a result of surrender, partial surrender, death of the
Annuitant or the Maturity Date may be postponed whenever: (i) the New York Stock
Exchange is closed other than customary weekend and holiday closings, or trading
on the New York Stock Exchange is restricted as determined by the Commission; or
(ii) the Commission by order permits postponement for the protection of
Policyowners; or (iii) an emergency exists, as determined by the Commission, as
the result of which disposal of securities is not reasonably practicable or it
is not reasonably practicable to determine the value of the net assets of
Account 4.

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

     If, at the time the Policyowner makes a surrender or partial surrender
request, he or she has not provided Life of Virginia with a written election not
to have federal income taxes withheld, Life of Virginia must by law withhold
such taxes and remit that amount to the federal government. Moreover, the Code
provides that a 10% penalty will be imposed on certain early surrenders. (See
Federal Tax Matters.)

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


                         DISTRIBUTION OF THE POLICIES

     The Policies will be sold by individuals who, in addition to being licensed
to sell variable annuity policies for Life of Virginia, are also registered
representatives of Capital Brokerage Corporation (doing business in Indiana and
Texas as GE Capital Brokerage Corporation) the principal underwriter of the
Policies, or of broker-dealers who have entered into written sales agreements
with the principal underwriter. Capital Brokerage Corporation, an affiliate of
Life of Virginia, is a Washington corporation located at 6630 West Broad Street,
Richmond, Virginia 23230. Capital Brokerage Corporation is registered with the
Commission under the Securities Exchange Act of 1934 as a broker-dealer and is a
member of the National Association of Securities Dealers, Inc. Capital Brokerage
Corporation also serves as principal underwriter for variable life insurance
policies issued by Life of Virginia. No amounts have been retained, however, by
Capital Brokerage Corporation for acting as principal underwriter of the Life of
Virginia Policies.


     Writing agents of Life of Virginia will receive commissions based on a
commission schedule and rules. Commissions depend on the premiums paid. The
agent will receive a commission of 3% of the initial premium paid and any
Additional Premium Payments.

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


                                       46

<PAGE>

                           VOTING RIGHTS AND REPORTS

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

     Before Income Payments begin, the Policyowner exercises the voting rights
under the Policy. After Income Payments begin, the person receiving the Income
Payments has the voting interests. Before Income Payments begin, the number of
votes which each Policyowner has the right to instruct will be determined for a
Fund portfolio by dividing a Policy's Account Value in the subdivision investing
in that portfolio by the net asset value per share of the portfolio. Fractional
shares will be counted. After Income Payments begin, the number of votes after
the first Income Payment is received will be determined by dividing the reserve
for such Policy allocated to the Investment Subdivision by the net asset value
per share of the corresponding portfolio. After Income Payments begin, the
reserves attributable to a Policy decrease as the reserves allocated to the
Investment Subdivision decrease. Fractional shares will be counted.

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

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


                             YEAR 2000 COMPLIANCE

     Like other financial services providers, Life of Virginia utilizes computer
systems that may be affected by Year 2000 date data processing issues and it
also relies on services providers, including banks, custodians, administrators,
and investment managers that also may be affected. Life of Virginia is engaged
in a process to evaluate and develop plans to have its computer systems and
critical applications ready to process Year 2000 date data. It is also
confirming that its service providers are also so engaged. The resources that
are being devoted to this effort are substantial. Remedial actions include
inventorying the company's computer systems, applications and interfaces,
assessing the impact of the Year 2000 date data on them, developing a range of
solutions specific to particular situations and implementing appropriate
solutions. Some systems, applications and interfaces will be replaced or
upgraded to new software or new releases of existing software which are Year
2000 ready. Others will be modified as necessary to become ready. It is
difficult to predict with precision whether the amount of resources ultimately
devoted, or the outcome of these efforts, will have any negative impact on Life
of Virginia and Account 4. However, as of the date of this prospectus, it is not
anticipated that Owners will experience negative effects on their investment, or
on the services provided in connection therewith, as a result of Year 2000
readiness implementation. Life of Virginia's target dates for completion of
these activities depend upon the particular situation. The Company's goal is to
be substantially Year 2000 ready for critical applications by mid-1999, but
there can be no assurance that Life of Virginia will be successful in meeting
its goal, or that interaction with other service providers will not impair Life
of Virginia's services at that time.


                               LEGAL PROCEEDINGS

     Life of Virginia and its subsidiaries, like all other life insurance
companies, are involved in lawsuits, including class action lawsuits. In some
class action and other lawsuits involving insurers, substantial damages have
been sought and/or material settlement payments have been made. Although the
outcome of any litigation cannot be predicted with certainty, Life of Virginia
believes that at the present time there are no pending or threatened lawsuits
that are reasonably likely to have a material adverse impact on it or Account 4.


                                       47

<PAGE>

                                  APPENDIX A


             MATTERS RELATING TO POLICIES ISSUED PRIOR TO 1/28/91
                 AND ISSUED OR OFFERED LATER IN CERTAIN STATES

     Policies issued prior to January 28, 1991, and, in certain states, policies
issued or offered after that date contain certain rights, benefits and
procedures which differ from those described elsewhere in this Prospectus and
the Statement of Additional Information. Such policies were marketed as "Asset
Allocation Annuity" and may be identified by the policy form number of P1098A,
B, C or U, 1/87. An individual who has purchased one of these policies must
refer to this section in conjunction with the remainder of this Prospectus
and/or Statement of Additional Information, in order to determine his or her
rights and benefits under the Policy. With respect to the terms defined below,
as well as the description of the refund privilege, the death benefit, and
contestability of the Policy, these terms and descriptions should be substituted
in their entirety for the related terms and descriptions found elsewhere in this
Prospectus or the Statement of Additional Information. All other procedures
described herein, however, are meant to modify the procedures found elsewhere in
the Prospectus or the Statement of Additional Information, and must be read in
conjunction with the procedures found elsewhere in this Prospectus or in the
Statement of Additional information. The page references listed below indicate
where in the Prospectus and/or Statement of Additional Information the
substituted or modified terms and procedures are described.


DEFINITIONS

     Annuitant -- The person named in the Policy during whose life Income
Payments involving life contingencies will continue and, subject to the
provision dealing with Contingent Annuitants, upon whose death prior to the
Maturity Date, a Death Benefit under the Policy is paid. (See General
Provisions.)

     Beneficiary -- The person who has the right to receive the Death Benefit
set forth in the Policy. More than one Beneficiary may be named. (See General
Provisions.)

     Cash Value -- The value of the Policy equal to the Cash Value allocated to
the Investment Subdivisions of Account 4. (As used elsewhere in this Prospectus
and Statement of Additional Information, the term "Account Value" should be
substituted for the term "Cash Value" -- see Definitions.)

     Contingent Owner -- The person named in the Policy to become the new
Policyowner of the Policy in the event of the death of the Policyowner before
the Maturity Date. The Policyowner's spouse is the only person that can be named
as the Contingent Owner. (See Death provisions, Designated Beneficiary.)

     Initial Investment Period -- The period commencing on the date the initial
Net Premium Payment is credited to the Policy and ending either 15 calendar days
later or, if the Policy is not accepted by the Policyowner, when all amounts due
are refunded. During the period, all Net Premium Payments will be placed in the
Investment Subdivision of Account 4 that invests exclusively in the Money Market
Fund of the GE Investments Funds, Inc. (See The Policy.)

     Policyowner (or "Owner") -- The Person or persons (in the case of Joint
Owners) entitled to receive Income Payments after the Maturity Date. The Owner
is also entitled to the ownership rights stated in the Policy during the
lifetime of the Annuitant. The original Policyowner is named in the application.
Contingent Owners may also be named. (See General Provisions.)


THE POLICY

     Investment Subdivision of Account 4 which invests exclusively in the Money
Market Fund of the GE Investments Funds, Inc. The Initial Investment Period
commences on the date the initial Net Premium Payment is credited to the Policy
and ends either 15 calendar days later or, if the Policy is not accepted by the
Policyowner, when all amounts due are refunded, whichever is earlier. At the end
of the Initial Investment Period, the Cash Value will be transferred from the
Investment Subdivision investing in the Money Market Fund of the GE Investments
Funds, Inc. to the Investment Subdivisions of Account 4 in accordance with the
Policyowner's written instructions in the application. Additional Net Premium
Payments will be allocated to the Investment Subdivisions of Account 4 in
accordance with the written instructions of the Policyowner. (See The Policy.)

     Examination of Policy (Refund Privilege) -- The Policyowner may examine the
Policy and return it for refund within 10 days after it is received. Unless
state law requires otherwise, the amount of the refund will equal the greater of
(1) the Cash Value of the Policy (without reduction of any surrender charges)
plus any amount deducted from the Premium Payments


                                       48

<PAGE>

prior to allocation to Account 4 or (2) the Premium Payments made. A Policyowner
wanting a refund should return the Policy to Life of Virginia at its Home
Office. (See The Policy.)


DISTRIBUTIONS UNDER THE POLICY

     Death Benefit -- If the Annuitant dies prior to the Maturity Date, a Death
Benefit will become payable to the Beneficiary upon Due Proof of Death of the
Annuitant as long as there is no Contingent Annuitant. If a Contingent Annuitant
exists at the Annuitant's death prior to the Maturity Date, then no Death
Benefit is payable unless the new Annuitant dies prior to the Maturity Date. The
Death Benefit will be equal to the greater of (a) the total of the Premium
Payments made, reduced by the sum of partial surrenders, including any
applicable charges, or (b) the Cash Value of the Policy as of the date Due Proof
of Death is received by Life of Virginia.

     Unless an optional payment plan is chosen on or before the date Due Proof
of Death is received by Life of Virginia, the Death Benefit Proceeds will be
paid in a lump sum. If the death of the Annuitant occurs on or after the
Maturity Date, no Death Benefit will be payable under the Policy except as may
be provided under the optional payment plan selected. (See Distributions Under
the Policy.)


INCOME PAYMENTS

     Election of Optional Payment Plans -- "Proceeds" means the amount payable
upon surrender, death of the Annuitant prior to the Maturity Date, or upon the
Maturity Date. Death Benefit and Surrender Value Proceeds will be paid in one
lump sum. During the lifetime of the Annuitant and prior to the Maturity Date,
by written notice to the Home Office the Policyowner may elect to receive
Proceeds in a lump sum or under an optional payment plan.

     During the lifetime of the Annuitant, the Policyowner may elect that all or
any part of the Death Benefit be applied under any one of the optional payment
plans listed in the Policy or in any manner agreeable to Life of Virginia. If no
election as to the optional payment plan has been selected by the Policyowner at
the time of death of the Annuitant prior to the Maturity Date, such an election
may be made by the Beneficiary if made on or before the date Life of Virginia
receives Due Proof of Death. (See Distributions Under the Policy.)

     Optional Payment Plans -- The payee under a plan cannot be a corporation,
association, or fiduciary. In addition, Life of Virginia does not reserve the
right to reduce the frequency of payments to an interval that would result in
each payment being at least $100, even if any payment provided for would be or
becomes less than $100. (See Income Payments.)


GENERAL PROVISIONS -- STATEMENT OF ADDITIONAL INFORMATION

     Limits on Contesting this Policy -- Life of Virginia has relied on
statements in the Policy application. In the absence of fraud, they are
considered representations and not warranties. Life of Virginia can contest this
Policy if any material misrepresentation of fact was made in the application and
a copy of the application was attached to the Policy when issued. Absent fraud,
Life of Virginia will not contest the policy after it has been in effect during
the Annuitant's life for two years from the Policy Date.


                                       49

<PAGE>

                      STATEMENT OF ADDITIONAL INFORMATION
                               TABLE OF CONTENTS




<TABLE>
<CAPTION>
                                                                            Page
                                                                           -----
<S> <C>
The Life Insurance Company of Virginia .................................     3
The Policies ...........................................................     3
 Transfer of Annuity Units .............................................     3
 Net Investment Factor .................................................     3
Termination of Participation Agreements ................................     4
Calculation of Performance Data ........................................     4
 Money Market Investment Subdivisions ..................................     4
Federal Tax Matters ....................................................     8
 Taxation of Life of Virginia ..........................................     8
 IRS Required Distributions ............................................     9
General Provisions .....................................................     9
 Using the Policies as Collateral ......................................     9
 Non-Participating .....................................................     9
 Misstatement of Age or Sex ............................................     9
 Incontestability ......................................................     9
 Statement of Value ....................................................     9
 Written Notice ........................................................    10
Distribution of the Policies ...........................................    10
Legal Developments Regarding Employment-Related Benefit Plans ..........    10
Additions, Deletions, or Substitutions of Investments ..................    10
State Regulation of Life of Virginia ...................................    11
Legal Matters ..........................................................    11
Experts ................................................................    11
Change in Auditors .....................................................    11
Financial Statements ...................................................    12
</TABLE>

A Statement of Additional Information containing more detailed information about
the policy and Account 4 is available free by writing Life of Virginia at 6610
West Broad Street, Richmond, VA 23230 or by calling (800)352-9910.


                                       50

<PAGE>

                           SUPPLEMENT TO PROSPECTUS
                               DATED MAY 1, 1998
                    FOR LIFE OF VIRGINIA SEPARATE ACCOUNT 4

General Information

     Contributions and/or transfers to the Guarantee Account, as described
below, become part of the General Account of Life of Virginia. Because of
exemptive and exclusionary provisions, interests in the General Account have not
been registered under the Securities Act of 1933, (the "1933 Act"), and the
General Account is not registered as an investment company under the Investment
Company Act of 1940, (the "1940 Act"). Accordingly, neither the General Account
nor any interests therein are subject to the provisions of the 1933 Act or the
1940 Act, and the information in this supplement has not been reviewed by the
staff of the Securities and Exchange Commission. Disclosure regarding the
Guarantee Account and the General Account, however, may be subject to certain
generally applicable provisions of the federal securities laws relating to the
accuracy and completeness of statements made in prospectuses.


The Guarantee Account

     Each time a Policyowner allocates purchase payments or transfer funds to
the Guarantee Account, Life of Virginia establishes an interest rate guarantee
period. Each interest rate guarantee period is guaranteed an interest rate for a
specified period of time. At the end of the interest rate guarantee period, a
new interest rate will be come effective, and a interest rate guarantee period
will commence for any remaining portion of that particular allocation. Interest
rates are determined by Life of Virginia in its sole discretion. The
determination made will be influenced by, but not necessarily correspond to,
interest rates available on fixed income investments which the Company may
acquire with the amounts it receives as premium payments or transfers of Account
Value under the Policies. A Policyowner will have no direct or indirect interest
in these investments. Life of Virginia will also consider other factors in
determining the interest rates, for the interest rate guarantee period,
including, but not limited to, regulatory and tax requirements, sales
commissions, and administrative expenses borne by the Company, general economic
trends, and competitive factors. Amounts allocated to the Guarantee Account will
not share in the investment performance of the General Account of Life of
Virginia, or any portion thereof. THE COMPANY'S MANAGEMENT WILL MAKE THE FINAL
DETERMINATION OF THE INTEREST RATES IT DECLARES FOR AN INTEREST RATE GUARANTEE
PERIOD. LIFE OF VIRGINIA CANNOT PREDICT OR GUARANTEE THE LEVEL OF INTEREST RATES
IN FUTURE INTEREST RATE GUARANTEE PERIODS, HOWEVER, THE INTEREST RATES FOR ANY
INTEREST RATE GUARANTEE PERIOD WILL BE AT LEAST THE GUARANTEED INTEREST RATE
SHOWN IN YOUR POLICY FORM.

     Life of Virginia reserves the right to credit bonus interest on premium
allocated to a Guarantee Account participating in a Dollar-Cost Averaging
program. (This may not be available to all classes of policies.)


Charges

     The Mortality and Expense Risk and Distribution Expense charges are not
deducted from the Guarantee Account. Such charges are borne solely by Account 4.
The annual policy maintenance charge will be deducted from the Guarantee Account
if there is no account value in Account. If there is insufficient account value
in Account at the time the charge is deducted, the excess of the policy
maintenance charge over the amount deducted from Account 4 will be deducted from
the Guarantee Account. (See Policy Maintenance Charge.)

     Surrender charges apply to account values allocated to the General Account
in the same manner in which these charges apply to account values allocated to
Account 4.


Transfers

     The Policyowner may transfer amounts between the Guarantee Account and the
Investment Subdivisions of Account 4. Transfers will be effective on the date
the Policyowner's transfer request is received by the company.

     With respect to transfers between the Guarantee Account and the Investment
Subdivisions of Account 4, the following restrictions may be imposed:

   Transfers from any particular allocation to the Guarantee Account to the
   Investment Subdivisions of Account 4 may be made only during the 30 day
   period beginning with the end of the preceding interest rate guarantee period
   applicable to that particular allocation. Life of Virginia may limit the
   amount which may be transferred to the subdivisions. For

<PAGE>

   any particular allocation to the Guarantee Account, the limited amount will
   not be less than (a) accrued interest on that allocation, plus (b) 25% of the
   original amount of that allocation.

   No transfers from any subdivision of Account 4 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 Account 4.

     In all other respects, the rules and charges applicable to transfers
between the various Investment Subdivisions of Account 4 will apply to transfers
involving the Guarantee Account.


Dollar-Cost Averaging

     For policies issued on or after November 14, 1994, as an alternative to the
dollar-cost averaging program described in the Prospectus (see Dollar-Cost
Averaging), Policyowners may elect to have Life of Virginia automatically
transfer specified amounts from the Guarantee Account to any available
Investment Subdivision on a monthly or quarterly basis. To make the election,
Policyowners must complete the Dollar-Cost Averaging section of the application
or a Dollar-Cost Averaging Agreement. Money may be allocated to the Guarantee
Account as an initial or subsequent premium or in the form of a transfer of
Account Value from one or more Investment Subdivisions. Such allocations must
comply with all applicable minimum amount and percentage requirements (see
Purchasing the Policies and Allocation of Net Premium Payments) as well as rules
applicable to transfers to the Guarantee Account. Apart from automatic transfers
under the Dollar-Cost Averaging Agreement, all rules regarding transfers from
the Guarantee Account will apply.

     Policyowners may designate the amount of value under the Policy allocated
to the Guarantee Account that is subject to the dollar-cost averaging program.
Life of Virginia reserves the right to limit the amount of each automatic
transfer to 10% per month of the amount so designated.

     Automatic transfers from the Guarantee Account, as described above, will be
made on a first-in-first-out basis until the entire value of the designated
amount in the Guarantee Account is depleted. Prior to that time, a Policyowner
may discontinue such automatic transfers by sending Life of Virginia a written
notice. Life of Virginia reserves the right to discontinue or modify the
alternative Dollar-Cost Averaging program at any time for any reason on 30 days
written notice to the Policyowner.


Surrenders

     Surrenders may be made from the Guarantee Account in addition to the
Separate Account, (see Distributions Under the Policy.). If a partial surrender
is requested, the Policyowner may specify the accounts from which the deduction
should be made. If no account is specified, the amount of the partial surrender
will be deducted first from the Investment Subdivisions of the Separate Account
on a pro-rata basis, in proportion to the Account Value in the Separate Account.
Any amount remaining will be deducted from the Guarantee Account. Deductions
from the Guarantee Account will be taken from the amounts, (including interest
credited to such amounts), which have been in the Guarantee Account for the
longest period of time.


Deferral of Payment

     Life of Virginia may defer payment of any amount from the Guarantee Account
for up to six months. Payment will not be deferred if applicable law requires
earlier payment, or if the amount payable is to be used to pay premiums on
policies in force with the company.

      THE GUARANTEE ACCOUNT MAY NOT BE AVAILABLE IN ALL STATES OR MARKETS

                               Dated May 1, 1998
                    The Life Insurance Company of Virginia
                            6610 West Broad Street
                            Richmond, Virginia 23230

<PAGE>

                     THE LIFE INSURANCE COMPANY OF VIRGINIA
                               SEPARATE ACCOUNT 4



                       STATEMENT OF ADDITIONAL INFORMATION
                                     FOR THE
                FLEXIBLE PREMIUM VARIABLE DEFERRED ANNUITY POLICY
                                FORM P1140 10/90



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




This Statement of Additional  Information expands upon subjects discussed in the
current  Prospectus  for the  above-named  Flexible  Premium  Variable  Deferred
Annuity Policy ("Policy") offered by The Life Insurance Company of Virginia. You
may  obtain  a copy of the  Prospectus  dated  May 1,  1997,  by  calling  (800)
352-9910,  or writing to The Life Insurance  Company of Virginia,  6610 W. Broad
Street,  Richmond,  Virginia 23230. Terms used in the current Prospectus for the
Policy are incorporated in this Statement.


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


   

Dated  May 28, 1998
    


<PAGE>


                       STATEMENT OF ADDITIONAL INFORMATION

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>


                                                                                                                          Page

<S> <C>


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

The Policies................................................................................................................ 3
  Transfer of Annuity Units................................................................................................. 3
  Net Investment Factor..................................................................................................... 3

Termination of Participation Agreements..................................................................................... 4

Calculation of Performance Date............................................................................................. 4
  Money Market Investment Subdivisions...................................................................................... 4

Federal Tax Matters......................................................................................................... 8
  Taxation of Life of Virginia.............................................................................................. 8
  IRS Required Distributions................................................................................................ 9

General Provisions.......................................................................................................... 9
  Using the Policies as Collateral.......................................................................................... 9
  Non-Participating......................................................................................................... 9
  Misstatement of Age or Sex................................................................................................ 9
  Incontestability.......................................................................................................... 9
  Statement of Value........................................................................................................ 9
  Written Notice............................................................................................................10

Distribution of the Policies................................................................................................10

Legal Developments Regarding Employment-Related Benefit Plans...............................................................10

Additions, Deletions, or Substitutions of Investments.......................................................................10

State Regulation of Life of Virginia........................................................................................11

Legal Matters...............................................................................................................11

Experts.....................................................................................................................11

Change in Auditors..........................................................................................................11

Financial Statements........................................................................................................11


</TABLE>

<PAGE>



                     THE LIFE INSURANCE COMPANY OF VIRGINIA


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

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

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


                                  THE POLICIES

Transfer of Annuity Units

  Upon the  Policyowner's  request,  Annuity Units may be  transferred  once per
calendar year from the Investment  Subdivision in which they are currently held.
However,  where  permitted by state law, Life of Virginia  reserves the right to
refuse to execute any transfer if any of the Investment  Subdivisions that would
be affected  by the  transfer  are unable to  purchase  or redeem  shares of the
mutual  funds in which the  Investment  Subdivisions  invest.  The amount of the
increase in the number of Annuity Units for the Investment  Subdivision to which
the transfer is made is (a) times (b) divided by (c) where: (a) is the number of
Annuity  Units for the  Investment  Subdivision  in which the Annuity  Units are
currently held; (b) is the Annuity Unit Value for the Investment  Subdivision in
which the Annuity  Units are currently  held;  and (c) is the Annuity Unit Value
for the Investment Subdivision to which the transfer is made.

Net Investment Factor

  The Net Investment  Factor measures  investment  performance of the Investment
Subdivisions of Account 4 during a Valuation Period. Each Investment Subdivision
has its own Net  Investment  Factor for a Valuation  Period.  The Net Investment
Factor of an Investment Subdivision available under the policies for a Valuation
Period is (a) divided by (b) minus (c) where:

  (a) is (1) the value of the net assets of that  Investment  Subdivision at the
      end of the preceding  Valuation Period, plus (2) the investment income and
      capital gains, realized or unrealized,  credited to the net assets of that
      Investment  Subdivision  during  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 that Investment  Subdivision
      for taxes, or any amount set aside during the Valuation  Period by Life of
      Virginia  as a  provision  for  taxes  attributable  to the  operation  or
      maintenance of that Subdivision; and

  (b) is the value of the net assets of that  Investment  Subdivision at the end
      of the preceding Valuation Period; and

  (c) is a charge  no  greater  than  .0031690%  for  each day in the  Valuation
      Period.  This  corresponds  to 1.15%  per year of the net  assets  of that
      Investment Subdivision for mortality and expense risks.

  The value of the assets in Account 4 will be taken at their fair market  value
in accordance with generally accepted  accounting  practices and applicable laws
and regulations.


<PAGE>



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

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

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

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

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

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

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

    Goldman Sachs Variable  Insurance Trust. This agreement may be terminated at
  the option of any party upon six months'  written notice to the other parties,
  unless a shorter time is agreed to by the parties.

    GE Investments  Funds,  Inc. has entered into a Stock Sale Agreement with
  Life of Virginia  pursuant to which the Fund sells its share to Separate
  Account 4.

                         CALCULATION OF PERFORMANCE DATA

  From time to time,  Life of Virginia may disclose  total  return,  yield,  and
other  performance  data  for  the  Investment  Subdivisions  pertaining  to the
Policies.  Such performance data will be computed, or accompanied by performance
data computed,  in accordance  with the standards  defined by the Securities and
Exchange Commission.

  The  calculations of yield,  total return,  and other  performance data do not
reflect  the effect of any premium tax that may be  applicable  to a  particular
Policy.  Premium taxes  currently  range from 0% to 3.5% of premium based on the
rules of the state in which the Policy is sold.

"Money Market" Investment Subdivisions

  From time to time,  advertisements and sales literature may quote the yield of
one or  more of the  "money  market"  Investment  Subdivisions  for a  seven-day
period,  in a manner  which does not take into  consideration  any  realized  or
unrealized  gains  or  losses  on  shares  of  the  corresponding  money  market
investment  portfolio or on its portfolio  securities.  This current  annualized
yield is computed by determining the net change  (exclusive of unrealized  gains
and  losses  on  the  sale  of  securities  and  unrealized   appreciation   and
depreciation  and  income  other  than  investment  income)  at  the  end of the
seven-day period in the value of a hypothetical  account under a Policy having a
balance  of one  unit in  that  "money  market"  Investment  Subdivision  at the
beginning of the period,  dividing such net change in account value by the value
of the  account at the  beginning  of the period to  determine  the base  period
return, and annualizing the result on a 365-day basis. The net change in account
value reflects: 1) net income from the investment portfolio  attributable to the
hypothetical  account;  and 2) charges and  deductions  imposed under the Policy
which are attributable to the hypothetical  account.  The charges and deductions
include the per unit  charges for the policy  maintenance  charge,  distribution
expense  charge,  and the  mortality  and expense risk  charge.  For purposes of
calculating  current yields for a Policy, an average per unit policy maintenance
charge is used.  Current  Yield will be  calculated  according to the  following
formula:

  Current Yield = ((NCP - ES)/UV) X (365/7)

  where:

  NCP =     the net change in the value of the investment portfolio (exclusive
            of realized gains or losses on the sale of securities and unrealized
            appreciation  and  depreciation  and income  other  than  investment
            income) for the  seven-day  period  attributable  to a  hypothetical
            account having a balance of one Investment Subdivision unit.

  ES =      per unit expenses of the hypothetical account for the seven-day
            period.

  UV =      the unit value on the first day of the seven-day period.

  The current yields for the "money market" Investment  Subdivision of Account 4
available  under the policy,  based on the seven-day  period ending December 31,
1997 were:


  GE Investments Funds, Inc.                               3.98%

  The effective yield of a "money market" Investment Subdivision determined on a
compounded basis for the same seven-day period may also be quoted. The effective
yield is  calculated  by  compounding  the base period  return  according to the
following formula:

  Effective Yield = (1 + ((NCP - ES)/UV))365/7 - 1

  where:

  NCP =     the net change in the value of the investment portfolio (exclusive
            of realized gains or losses on the sale of securities and unrealized
            appreciation  and  depreciation  and income  other  than  investment
            income) for the  seven-day  period  attributable  to a  hypothetical
            account having a balance of one Investment Subdivision unit.

  ES =      per unit expenses of the hypothetical account for the seven-day
            period.

  UV =      the unit value for the first day of the seven-day period.

  The effective yields for the "money market" Investment  Subdivision of Account
4 available under the policy,  based on the seven-day period ending December 31,
1997 were:


  GE Investments Funds, Inc.                               4.06

  The yield on amounts held in a "money market" Investment  Subdivision normally
will fluctuate on a daily basis.  Therefore,  the disclosed  yield for any given
past period is not an indication or  representation of future yields or rates of
return. A "money market"  Investment  Subdivision's  actual yield is affected by
changes in interest rates on money market securities, average portfolio maturity
of the Investment Subdivision's corresponding money market investment portfolio,
the types and quality of portfolio securities held by that investment portfolio,
and that investment  portfolio's operating expenses.  Because of the charges and
deductions  imposed under the Policy,  the yield for a "money market" Investment
Subdivision  will be lower than the yield for its  corresponding  "money market"
investment portfolio.

  Yield  calculations  do not take into account the  Surrender  Charge under the
Policy,  a maximum of 6% of each Premium Payment made during the six years prior
to a full or partial surrender.

  Total  Return.  Sales  literature  or  advertisements  may quote total return,
including  average  annual  total  return  for  one or  more  of the  Investment
Subdivisions  for various  periods of time.  When an Investment  Subdivision has
been in operation for 1, 5, and 10 years, respectively, the average annual total
return for these  periods  will be  provided.  If total  return for any of these
periods is unavailable,  the average annual total return for the period measured
from the date the Investment Subdivision commenced operations will be provided.

  Average  annual total return for other  periods of time may also be disclosed.
Average  annual  total  return  for  a  period  represents  the  average  annual
compounded  rate of return  that would  equate an initial  investment  of $1,000
under a Policy to the redemption  value of that investment as of the last day of
the period.  The ending date for each period for which total  return  quotations
are provided will be for the most recent  practicable,  considering the type and
media of the communication, and will be stated in the communication.



<PAGE>



  Average annual total return will be calculated  using  Investment  Subdivision
unit values and  deductions  for the  distribution  expense  charge,  the policy
maintenance charge, and the surrender charge as described below:

  1.        Life of Virginia  calculates  unit value for each  Valuation  Period
            based on the performance of the Investment  Subdivision's underlying
            investment  portfolio  (after  deductions  for Fund expenses and the
            mortality and expense risk charge).

  2.        The distribution expense charge is charged monthly at an annual rate
            of 0.20%  against the portion of the account value  attributable  to
            premium  payments  made within ten years  preceding  the date of the
            charge. Average annual total return for periods of ten years or less
            will  therefore  reflect the  deduction  of a  distribution  expense
            charge.

  3.        The  policy  maintenance  charge  is $30 per year,  deducted  at the
            beginning of each Policy Year. For purposes of  calculating  average
            annual total return, an average policy maintenance charge (currently
            0.1% of account value  attributable to the hypothetical  investment)
            is used.

  4.        The  surrender  charge will be determined by assuming a surrender of
            the Policy at the end of the period. Average annual total return for
            periods of six years or less will therefore reflect the deduction of
            a surrender charge.

  5.        Total return will then be calculated according to the following
            formula:

  TR =      (ERV/P)1/N - 1

  where:

  TR = the average annual total return for the period.

  ERV =     the ending  redeemable value  (reflecting  deductions as described
            above) of the hypothetical investment at the end of the period.

  P =       a hypothetical single investment of $1,000.

  N =       the duration of the period (in years).


<PAGE>


<TABLE>
<CAPTION>




                                                For the         For the      For the 5-year   From the Date
              Subdivision                    1-year period   3-year period    period ended     of Inception      Date of
                                             ended 12/31/97  ended 12/31/97     12/31/97       to 12/31/97      Inception

<S> <C>


Janus Aspen Series
Balanced                                             14.34%          18.04%              N/A      16.53%         10/02/95
Flexible Income                                       4.15%          11.75%              N/A       8.03%         10/02/95
Growth                                               14.97%          20.79%              N/A      15.48%         09/13/93
Aggressive Growth                                     5.04%          12.74%              N/A      17.03%         09/13/93
Worldwide Growth                                     14.39%          23.27%              N/A      20.73%         09/13/93
Capital Appreciation                                    N/A             N/A              N/A      19.34% ++      05/01/97
International Growth                                 10.79%          22.39%              N/A      17.58%            -

VIPF
Equity-Income                                        20.26%          22.64%           18.09%      14.25%         05/02/88
Overseas                                              3.94%           8.40%           12.03%       7.73%         05/02/88
Growth                                               15.70%          21.33%           15.95%      14.88%         05/02/88

VIPF II
Asset Manager                                        12.91%          14.40%           10.88%      11.15%         10/01/89
Contrafund                                           16.35%             N/A              N/A      25.68%         01/04/95

VIPF III
Growth and Income                                       N/A             N/A              N/A      17.55%         05/01/97
Growth Opportunities                                    N/A             N/A              N/A      16.68% ++      05/01/97

GE Investments Funds, Inc.
Income Fund                                             N/A             N/A              N/A      -6.00% ++      05/02/88
S&P 500 Index                                        22.50%          27.38%           18.36%      14.95%         05/02/88
Total Return                                         10.27%          15.70%           12.20%      11.28%         05/02/88
International Equity                                  2.59%             N/A              N/A       6.91%         05/01/95
Real Estate Securities                               11.79%             N/A              N/A      24.12%         05/01/95
Global Income                                           N/A             N/A              N/A      -3.63% ++      05/01/97
Value Equity                                            N/A             N/A              N/A      25.23% ++      05/01/97
U.S. Equity Fund                                        N/A             N/A              N/A                     05/01/98
                                                                                                   N/A

Oppenheimer Variable Account Funds
Multiple Strategies                                   9.53%          15.03%           11.24%      10.23%         05/02/88
Capital Appreciation                                  4.06%          18.25%           13.87%      13.98%         05/02/88
Growth                                               18.85%          26.56%           16.55%      14.33%         05/02/88
High Income                                           4.59%          12.90%           11.69%      12.19%         05/02/88
Bond                                                  1.67%           7.14%            6.12%       7.60%         05/02/88

Federated Insurance Series
High Income Bond II                                   6.19%          13.14%              N/A      13.14%         01/04/95
Utility II                                           18.81%          17.67%              N/A      17.56%         01/04/95
American Leaders II                                  24.42%          26.23%              N/A      21.77%         01/04/95

The Alger American Fund
Growth                                               17.93%          21.91%           17.23%      11.59%         10/02/95
Small Capitalization                                  3.78%          15.79%           10.58%       0.10%         10/02/95

PBHG Insurance Series Fund, Inc.
Growth II                                               N/A             N/A              N/A       0.42% ++      05/01/97
Large Cap Growth                                        N/A             N/A              N/A      11.02% ++      05/01/97

Goldman Sachs Variable Insurance Trust
Growth & Income Fund                                    N/A             N/A              N/A        N/A          05/01/98
Mid Cap Equity Fund                                     N/A             N/A              N/A        N/A          05/01/98


</TABLE>

++  Returns for periods of less than one year are not annualized.



<PAGE>



The Funds have provided the price information for the Portfolios,  including the
Portfolio  price  information  used  to  calculate  the  total  returns  of  the
Investment  Subdivisions  for periods prior to the  inception of the  Investment
Subdivisions. Variable Insurance Products Fund, Variable Insurance Products Fund
II, Variable  Insurance Products Fund III,  Oppenheimer  Variable Account Funds,
Janus Aspen Series,  Federated  Insurance Series,  The Alger American Fund, PBHG
Insurance  Series Fund,  Inc, and Advisers  Management  Trust are not affiliated
with  Life of  Virginia.  While  Life of  Virginia  has no  reason  to doubt the
accuracy of the figures provided by these nonaffiliated  Funds, Life of Virginia
has not independently verified such information.

Other Performance Data

  Life of Virginia may disclose  cumulative total return in conjunction with the
standard format  described above. The cumulative total return will be calculated
using the following formula:

  CTR =     (ERV/P) - 1

  where:

  CTR =     the cumulative total return for the period.

  ERV =     the ending  redeemable value  (reflecting  deductions as described
            above) of the hypothetical investment at the end of the period.

  P =       a hypothetical single investment of $1,000.

  Sales literature or  advertisements  may also quote cumulative  and/or average
annual  total  return  that  does not  reflect  the  surrender  charge.  This is
calculated in exactly the same way as average  annual total return,  except that
the ending  redeemable value of the hypothetical  investment is replaced with an
ending  value for the  period  that does not take into  account  any  charges on
withdrawn amounts.

  Other non-standard  quotations of Investment Subdivision  performance may also
be  used  in  sales  literature  and  advertisements.  Such  quotations  will be
accompanied by a description of how they were calculated.


                               FEDERAL TAX MATTERS

Taxation of Life of Virginia

  Life of  Virginia  does not expect to incur any federal  income tax  liability
attributable  to  investment  income or capital  gains  retained  as part of the
reserves  under  the  Policies.   (See  Federal  Tax  Matters   section  of  the
prospectus.) Based upon these expectations, no charge is being made currently to
Account 4 for federal  income  taxes which may be  attributable  to the Account.
Life of Virginia will periodically  review the question of a charge to Account 4
for federal  income taxes  related to the Account.  Such a charge may be made in
future  years if Life of  Virginia  believes  that it may incur  federal  income
taxes.  This might become  necessary if the tax treatment of Life of Virginia is
ultimately  determined to be other than what Life of Virginia currently believes
it to be, if there are  changes  made in the  federal  income tax  treatment  of
annuities at the corporate  level, or if there is a change in Life of Virginia's
tax status. In the event that Life of Virginia should incur federal income taxes
attributable  to  investment  income or capital  gains  retained  as part of the
reserves under the Policies, the Account Value would be correspondingly adjusted
by any provision or charge for such taxes.

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

IRS Required Distributions

  In order to be treated as an annuity contract for federal income tax purposes,
section 72(s) of the Code requires any Non-Qualified  Policy to provide that (a)
if any Policyowner  dies on or after the Maturity Date but prior to the time the
entire  interest in the Policy has been  distributed,  the remaining  portion of
such  interest  will be  distributed  at least as rapidly as under the method of
distribution being used as of the date of that  Policyowner's  death; and (b) if
any  Policyowner  dies prior to the Maturity  Date,  the entire  interest in the
Policy  will be  distributed  (1)  within  five  years  after  the  date of that
Policyowner's  death, or (2) as Income Payments which will begin within one year
of  that  Policyowner's  death  and  which  will be made  over  the  life of the
Policyowner's "designated beneficiary" or over a period not extending beyond the
life expectancy of that beneficiary.  The Policyowner's "designated beneficiary"
generally  is the  person  who will be  treated  as the sole owner of the Policy
following the death of the Owner, Joint Owner or, in certain circumstances,  the
Annuitant.  However,  if  the  Policyowner's  "designated  beneficiary"  is  the
surviving spouse of the decedent,  these distribution rules will not apply until
the  surviving  spouse's  death (and this  spousal  exception  will not again be
available). If any Policyowner is not an individual,  the change or death of the
Annuitant  will be treated as the death of a  Policyowner  for purposes of these
rules.

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

  Other rules may apply to Qualified Policies.


                               GENERAL PROVISIONS

Using the Policies as Collateral

  A  Non-Qualified  Policy  can be  assigned  as  collateral  security.  Life of
Virginia  must be notified in writing if a Policy is assigned.  Any payment made
before the assignment is recorded at Life of Virginia's  Home Office will not be
affected. Life of Virginia is not responsible for the validity of an assignment.
A  Policyowner's  rights and the rights of a  Beneficiary  may be affected by an
assignment.

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

Non-Participating

  The Policy is non-participating.  No dividends are payable.

Misstatement of Age or Sex

  If the  Annuitant's  age or sex (or the Contingent  Annuitant's age or sex, in
the case of a Joint Policy) was misstated in the  application,  Income  Payments
will be determined  using the Annuitant's (or Contingent  Annuitant's)  true age
and sex on the date Income Payments begin. The Account Value, Surrender Value or
Death Benefit will not be adjusted.

Incontestability

  Life of Virginia will not contest the Policy.

Statement of Value

  At least once each year,  Life of Virginia  will send the Owner a statement of
values within 30 days after each report date.  The  statement  will show Account
Value, Premium Payments and charges made during the report period.

Written Notice

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


  Life of Virginia  will send all  notices to the Owner at the address  shown in
the application unless the Owner requests that notices be sent to a new address.

                          DISTRIBUTION OF THE POLICIES

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

  The  Policies are offered to the public  through  brokers  licensed  under the
federal  securities  laws and  state  insurance  laws  that  have  entered  into
agreements with Capital Brokerage Corporation offering of the Policies. However,
Life of Virginia  does  reserve  the right to  discontinue  the  offering of the
Policies.

          LEGAL DEVELOPMENTS REGARDING EMPLOYMENT-RELATED BENEFIT PLANS

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

              ADDITIONS, DELETIONS, OR SUBSTITUTIONS OF INVESTMENTS

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

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

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


                      STATE REGULATION OF LIFE OF VIRGINIA

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

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

                                  LEGAL MATTERS

  Sutherland,  Asbill & Brennan LLP of Washington,  D.C. has provided  advice on
certain  legal matters  relating to federal  securities  laws  applicable to the
issue and sale of the Policies  described in this Prospectus.  J. Neil McMurdie,
Associate Counsel and Assistant Vice President of Life of Virginia, has provided
advice on certain legal matters pertaining to the Policy, including the validity
of the Policy and Life of Virginia's  right to issue the Policies under Virginia
insurance law.

                                    EXPERTS

KPMG Peat Marwick LLP.

     The consolidated balance sheets of The Life Insurance Company of Virginia
and subsidiary as of December 31, 1997 and 1996, and the related consolidated
statements of income, stockholders' equity and cash flows for the year ended
December 31, 1997, nine month period ended December 31, 1996 and the
preacquisition three month period ended March 31, 1996, and the statement of
assets and liabilities of Life of Virginia Separate Account 4 as of December
31, 1997 and the related statements of operations and changes in net assets for
each of the two years or lesser periods then ended have been included herein
and in the registration statement in reliance upon the reports of KPMG Peat
Marwick LLP, independent certified public accountants, appearing elsewhere
herein and upon the authority of such firm as experts in accounting and
auditing.

     The report of KPMG Peat Marwick LLP with respect to the consolidated
financial statements of The Life Insurance Company of Virginia and subsidiary
contains an explanatory paragraph that states effective April 1, 1996, General
Electric Capital Corporation acquired all of the outstanding stock of The Life
Insurance Company of Virginia in a business combination accounted for as a
purchase. As a result of the acquisition, the consolidated financial
information for the periods after the acquisition is presented on a different
cost basis than that for the periods before the acquisition and, therefore, is
not comparable.


Ernst & Young LLP.

   

     The consolidated statements of income, stockholder's equity and cash flows
of The Life Insurance Company of Virginia and subsidiaries for the year ended
December 31, 1995 and the statements of operations and changes in net assets of
Life of Virginia Separate Account 4 for the year or period ended December
31, 1995, appearing in this Prospectus and Registration Statement have been
audited by Ernst & Young LLP, independent auditors, to the extent indicated in
their reports thereon also appearing elsewhere herein, and are included in
reliance upon such reports given upon the authority of such firm as experts in
accounting and auditing.
    

                              CHANGE IN AUDITORS

     Subsequent to the acquisition of us by GNA Corporation on April 1, 1996,
we selected KPMG Peat Marwick LLP to be our auditor. Accordingly, our principal
auditor has changed for the year ending December 31, 1996, from Ernst & Young
LLP, to KPMG Peat Marwick LLP. The former auditors were dismissed and KPMG Peat
Marwick LLP was retained because KPMG Peat Marwick LLP is the auditor for GE
Capital, the indirect parent of GNA Corporation. This change was approved by
the members of our Board of Directors.

     Neither KPMG Peat Marwick LLP's nor Ernst & Young LLP's reports on the
financial statements contain any adverse opinion or a disclaimer of opinion,
or was qualified or modified as to uncertainty or audit scope. Furthermore,
there were no disagreements with either on any matter of accounting principle
or practice, financial statement disclosure or auditing scope or procedure
which would have caused them to make reference to the subject matters of the
disagreement in connection with their reports.

                              FINANCIAL STATEMENTS

  This Statement of Additional  Information  contains  financial  statements for
Life of Virginia Separate Account 4 as of December 31, 1997, and for each of the
three years in the period then ended.

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

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





<PAGE>


LIFE OF VIRGINIA SEPARATE ACCOUNT 4


Statements of Assets and Liabilities

Year ended December 31, 1997

(With Independent Auditors' Report Thereon)



<PAGE>

LIFE OF VIRGINIA SEPARATE ACCOUNT 4

Table of Contents

Year ended December 31, 1997

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

                                                                         Page

Independent Auditors' Report................................................1

Financial Statements:

      Statements of Assets and Liabilities..................................3
      Statements of Operations..............................................9
      Statements of Changes in Net Assets..................................20

Notes to Financial Statements..............................................31

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


<PAGE>



                                                     1






Report of Independent Auditors


Contractholders
Life of Virginia Separate Account 4
   and Board of Directors
The Life Insurance Company of Virginia


We have audited the accompanying statements of assets and liabilities of Life of
Virginia Separate Account 4 (the Account)  (comprising the GE Investments Funds,
Inc.--S&P 500 Index,  Money Market,  Total Return,  International  Equity,  Real
Estate Securities, Global Income, Value Equity and Income Funds; the Oppenheimer
Variable Account  Funds--Bond,  Capital  Appreciation,  Growth,  High Income and
Multiple Strategies Funds; the Variable Insurance Products  Fund--Equity-Income,
Growth and Overseas  Portfolios;  the Variable Insurance Products Fund II--Asset
Manager and Contrafund Portfolios; the Variable Insurance Products III--Growth &
Income and Growth  Opportunities  Portfolios;  the Federated Investors Insurance
Series--American  Leaders,  High  Income  Bond and  Utility  Funds II; the Alger
American--Small Cap and Growth Portfolios;  the PBHG Insurance Series Fund--PBHG
Large  Cap  Growth  and  PBHG  Growth  II   Portfolios;   and  the  Janus  Aspen
Series--Aggressive Growth, Growth, Worldwide Growth, Balanced,  Flexible Income,
International  Growth and Capital  Appreciation  Portfolios)  as of December 31,
1997 and the related  statements of operations and changes in net assets for the
aforementioned funds and the GE Investments Funds Inc.  --Government  Securities
Fund;   Oppenheimer  Variable  Account  Funds--Money  Fund;  Variable  Insurance
Products Funds--Money Market and High Income Portfolios;  and Neuberger & Berman
Advisers  Management  Trust--Balanced,  Bond and  Growth  Portfolios  of Life of
Virginia  Separate  Account 4 for each of the two years or lesser  periods  then
ended.  These  financial  statements  are the  responsibility  of the  Account's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.  The  accompanying  statements of operations and
changes in net  assets of Life of  Virginia  Separate  Account 4 for the year or
period ended  December 31, 1995,  were audited by other  auditors,  whose report
thereon  dated  February  8, 1996  expressed  an  unqualified  opinion  on those
statements.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of December 31, 1997, by correspondence with
the  underlying  mutual funds or their  transfer  agent.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.


<PAGE>



In our opinion, the 1997 and 1996 financial statements referred to above present
fairly,  in all  material  respects,  the  financial  position  of  each  of the
respective  portfolios  constituting  Life of Virginia  Separate Account 4 as of
December 31, 1997 and the results of their  operations  and changes in their net
assets for each of the two years or lesser periods then ended in conformity with
generally accepted accounting principles.


                                           /s/ KPMG PEAT MARWICK LLP
                                           -------------------------
                                           KPMG PEAT MARWICK LLP


Richmond, Virginia
February 13, 1998




<PAGE>

                         REPORT OF INDEPENDENT AUDITORS

Policyholders
Life of Virginia Separate Account 4
 and
Board of Directors
The Life Insurance Company of Virginia

We have audited the  accompanying  statements of  operations  and changes in net
assets for the year ended  December  31,  1995 for the Life of  Virginia  Series
Fund, Inc.  Common Stock Index,  Government  Securities,  Money Market and Total
Return  portfolios,  the  Oppenheimer  Variable  Account Funds  portfolios,  the
Variable  Insurance Products Fund portfolios,  the Variable,  Insurance Products
Fund II Asset Manager portfolio,  the Advisers Management Trust portfolios,  the
Janus Aspen Aggressive Growth, Growth, and Worldwide Growth portfolios,  and for
the period from May 23, 1995 (date of  inception)  to December  31, 1995 for the
Life of Virginia  Series Fund,  Inc.  International  Equity  portfolio,  for the
period from May 2, 1995 (date of inception) to December 31, 1995 for the Life of
Virginia Series Fund, Inc. Real Estate Securities portfolio, for the period from
January  5, 1995 (date of  inception)  to  December  31,  1995 for the  Variable
Insurance Products Fund II Contrafund portfolio, for the period from February 3,
1995 (date of  inception)  to  December  31, 1995 for the  Insurance  Management
Series  Corporate Bond portfolio,  for the period from January 27, 1995 (date of
inception)  to December 31, 1995 for the  Insurance  Management  Series  Utility
portfolio,  for the period from October 11, 1995 (date of inception) to December
31, 1995 for the Janus Aspen Balanced portfolio, for the period from October 13,
1995 (date of  inception)  to December  31,  1995 for the Janus  Aspen  Flexible
Income  portfolio,  for the period from October 3, 1995 (date of  inception)  to
December 31, 1995 for the Alger  American Small Cap portfolio and for the period
from  October 4, 1995 (date of  inception)  to  December  31, 1995 for the Alger
American Growth portfolio.  These financial statements are the responsibility of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the results of operations and changes in net assets for
the  periods  described  in the  first  paragraph  of  each  of  the  respective
portfolios  constituting Life of Virginia Separate Account 4, in conformity with
generally accepted accounting principles.

                                                     ERNST & YOUNG LLP
Richmond, Virginia
February 8, 1996

<PAGE>


LIFE OF VIRGINIA SEPARATE ACCOUNT 4

Statements of Assets and Liabilities

December 31, 1997

- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                              GE Investment Funds, Inc.
                                                                   (formerly Life Of Virginia Series Fund, Inc.)
                                                                ------------------------------------------------
                                                                             S&P 500         Money         Total
                                                                               Index        Market        Return
                                                                                Fund          Fund          Fund
<S> <C>
- ----------------------------------------------------------------------------------------------------------------

Investment GE Investments Funds, Inc.,
 at fair value (note 2):
  S&P 500 Index Fund (7,976,419 shares; cost - $145,723,059)          $  153,386,538         -              -
  Money Market Fund (118,336,576 shares; cost - $117,791,205)                  -       118,336,576          -
  Total Return Fund (3,370,192 shares; cost - $48,733,062)                     -             -        44,520,238
  International Equity Fund (2,151,087 shares; cost - $24,524,231)             -             -              -
  Real Estate Securities Fund (3,452,544 shares; cost - $48,950,718)           -             -              -
  Global Income Fund (611,834 shares; cost - $6,150,915)                       -             -              -
  Value Equity Fund (1,199,676 shares; cost - $14,841,949)                     -             -              -
  Income Fund (1,845,624 shares; cost - $22,362,706)                           -             -              -
Receivable from affiliate                                                    131,054         -            34,825
Receivable for units sold                                                     52,884     5,964,313          -

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

                                                                      $  153,570,476   124,300,889    44,555,063
- ----------------------------------------------------------------------------------------------------------------

Liabilities
- ----------------------------------------------------------------------------------------------------------------

Accrued expenses payable to affiliate (note 3)                        $      144,152       606,185        27,866
Payable for units withdrawn                                                    -             -                80
- ----------------------------------------------------------------------------------------------------------------

Total liabilities                                                            144,152       606,185        27,946
- ----------------------------------------------------------------------------------------------------------------

Net Assets                                                            $  153,426,324   123,694,704    44,527,117
- ----------------------------------------------------------------------------------------------------------------

Analysis of net assets:
Attributable to:
  Variable deferred annuity contractholders                          $  153,426,324   123,694,704     44,527,117
  The Life Insurance Company
  of Virginia                                                                 -             -              -
- ----------------------------------------------------------------------------------------------------------------

Net assets                                                           $  153,426,324   123,694,704     44,527,117
- ----------------------------------------------------------------------------------------------------------------

Outstanding units: Type I (note 2)                                          918,847     3,512,260        631,828
- ----------------------------------------------------------------------------------------------------------------

Net asset value per unit: Type I                                     $        39.63         14.77          28.96
- ----------------------------------------------------------------------------------------------------------------

Outstanding units: Type II (note 2)                                       3,025,140     4,980,487        928,145
- ----------------------------------------------------------------------------------------------------------------

Net asset value per unit: Type II                                    $        38.68         14.42          28.26
- ----------------------------------------------------------------------------------------------------------------



</TABLE>
<TABLE>
<CAPTION>
                                                                         GE Investments Funds, Inc.
                                                                 (formerly Life of Virginia Series Fund, Inc.)(continued)
                                                              ---------------------------------------------------------------------
                                                                   International   Real Estate       Global     Value
                                                                          Equity    Securities       Income    Equity       Income
                                                                            Fund          Fund         Fund      Fund         Fund
- -----------------------------------------------------------------------------------------------------------------------------------
<S><C>
Investment GE Investments Funds, Inc.,
at fair value (note 2):
  S&P 500 Index Fund (7,976,419 shares; cost - $145,723,059)               -             -            -          -               -
  Money Market Fund (118,336,576 shares; cost - $117,791,205)              -             -            -          -               -
  Total Return Fund (3,370,192 shares; cost - $48,733,062)                 -             -            -          -               -
  International Equity Fund (2,151,087 shares; cost - $24,524,231)    22,973,610         -            -          -               -
  Real Estate Securities Fund (3,452,544 shares; cost - $48,950,718)       -        52,754,866        -          -               -
  Global Income Fund (611,834 shares; cost - $6,150,915)                   -             -      6,026,567        -               -
  Value Equity Fund (1,199,676 shares; cost - $14,841,949)                 -             -            -    15,727,748            -
  Income Fund (1,845,624 shares; cost - $22,362,706)                       -             -            -          -      22,350,507
Receivable from affiliate                                                 12,571       26,750         -        14,492            -
Receivable for units sold                                                  -               27      89,788     166,328            -
- -----------------------------------------------------------------------------------------------------------------------------------

Total assets                                                          22,986,181   52,781,643   6,116,355  15,908,568    2,350,507
- ----------------------------------------------------------------------------------------------------------------------------------

Liabilities
- ----------------------------------------------------------------------------------------------------------------------------------

Accrued expenses payable to affiliate (note 3)                             7,311       22,389       1,057       8,560      306,136
Payable for units withdrawn                                              102,337       75,457        -         -            33,511
- ----------------------------------------------------------------------------------------------------------------------------------

Total liabilities                                                        109,648      97,846        1,057       8,560      339,647
- ----------------------------------------------------------------------------------------------------------------------------------

Net Assets                                                            22,876,533  52,683,797    6,115,298  15,900,008   22,010,860
- ----------------------------------------------------------------------------------------------------------------------------------

Analysis of net assets:
Attributable to:
  Variable deferred annuity contractholders                            9,954,696  33,635,732      944,793  11,923,320   22,010,860
  The Life Insurance Company
  of Virginia                                                         12,921,837  19,048,065    5,170,505   3,976,688            -
- ----------------------------------------------------------------------------------------------------------------------------------

Net assets                                                            22,876,533  52,683,797    6,115,298  15,900,008   22,010,860
- ----------------------------------------------------------------------------------------------------------------------------------

Outstanding units: Type I (note 2)                                     1,212,802   1,385,306      516,898     479,621    1,295,638
- ----------------------------------------------------------------------------------------------------------------------------------

Net asset value per unit: Type I                                           12.53       18.46        10.26       13.15        10.01
- ----------------------------------------------------------------------------------------------------------------------------------

Outstanding units: Type II (note 2)                                      614,410   1,478,247       79,290     730,616      903,249
- ----------------------------------------------------------------------------------------------------------------------------------

Net asset value per unit: Type II                                          12.50       18.34        10.24       13.13        10.01
- ----------------------------------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>



Statements of Assets and Liabilities, Continued



- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                                  Oppenheimer Variable Account Funds
                                                                 -----------------------------------------------------------------
                                                                                        Capital               High      Multiple
                                                                              Bond Appreciation    Growth   Income    Strategies
Assets                                                                        Fund         Fund      Fund     Fund          Fund
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Investment in Oppenheimer Variable Account Funds,
   at fair value (note 2):
   Bond Fund (3,338,044 shares;  cost-$38,648,132)                  $39,756,108        -           -            -            -
   Capital Appreciation Fund (5,085,365 shares; cost-$177,299,340)         -      208,296,549      -            -            -
   Growth Fund (4,282,333 shares; cost-$115,624,020)                       -           -      138,918,887       -            -
   High Income Fund (12,856,952 shares; cost-$143,356,020)                 -           -           -       148,112,092       -
   Multiple Strategies Fund (4,239,791 shares; cost-$61,776,406)           -           -           -            -       72,118,841
Receivable from affiliate                                                 3,463        56,595      -            89,573      13,227
Receivable for units sold                                                84,091        81,846     211,756      188,070       6,302
- ----------------------------------------------------------------------------------------------------------------------------------

Total assets                                                        $39,843,662   208,434,990 139,130,643  148,389,735  72,138,370
- ----------------------------------------------------------------------------------------------------------------------------------

Liabilities
- ----------------------------------------------------------------------------------------------------------------------------------

Accrued expenses payable to affiliate (note 3)                      $    43,140       587,754     114,827      104,109     114,775
Payable for units withdrawn                                              54,839        -           -            -               42
- ----------------------------------------------------------------------------------------------------------------------------------

Total liabilities                                                        97,979       587,754     114,827      104,109     114,817
- ----------------------------------------------------------------------------------------------------------------------------------

Net assets attributable to variable deferred annuity
  contractholders                                                   $39,745,683   207,847,236 139,015,816  148,285,626  72,023,553
- ----------------------------------------------------------------------------------------------------------------------------------

Outstanding units:  Type I (note 2)                                     929,630     2,591,419   1,291,813    1,869,843   1,553,549
- ----------------------------------------------------------------------------------------------------------------------------------

Net asset value per unit:  Type I                                   $     20.92         36.52       37.62        31.32       26.43
- ----------------------------------------------------------------------------------------------------------------------------------

Outstanding units:  Type II (note 2)                                    994,017     3,176,448   2,462,359    2,934,974   1,200,126
- ----------------------------------------------------------------------------------------------------------------------------------

Net asset value per unit:  Type II                                  $     20.42         35.64       36.72        30.57       25.80
- ----------------------------------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>




Statements of Assets and Liabilities, Continued

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------

                                                                                     Variable Insurance Products Fund
                                                                               -----------------------------------------
                                                                                   Equity-
                                                                                    Income         Growth      Overseas
                                                                                 Portfolio      Portfolio     Portfolio
<S> <C>
- -----------------------------------------------------------------------------------------------------------------------

Investment in Variable Insurance Products
Fund, at fair value (note 2):
  Equity-Income Portfolio (25,284,474 shares; cost - $481,451,916)           $ 613,907,020              -             -
  Growth Portfolio (8,496,260 shares; cost - $238,768,154)                               -    315,211,237             -
  Overseas Portfolio (5,812,347 shares; cost - $99,900,187)                              -              -   111,597,056
Receivable from affiliate                                                          204,695        116,417        14,558
Receivable for units sold                                                          118,450         58,665             -
- -----------------------------------------------------------------------------------------------------------------------

Total assets                                                                 $ 614,230,165    315,386,319   111,611,614
- -----------------------------------------------------------------------------------------------------------------------

Liabilities
- -----------------------------------------------------------------------------------------------------------------------

Accrued expenses payable to affiliate (note3)                                $     437,839        312,937       172,653
Payable for units withdrawn                                                        209,554         59,775     3,134,340
- -----------------------------------------------------------------------------------------------------------------------

Total liabilities                                                                  647,393        372,712     3,306,993
- -----------------------------------------------------------------------------------------------------------------------

Net assets attributable to variable deferred annuity contractholders         $ 613,582,772    315,013,607   108,304,621
- -----------------------------------------------------------------------------------------------------------------------

Outstanding units: Type I (note 2)                                               6,589,338      4,467,825     3,398,260
- -----------------------------------------------------------------------------------------------------------------------

Net asset value per unit: Type I                                             $       37.36          39.40         21.16
- -----------------------------------------------------------------------------------------------------------------------

Outstanding units: Type II (note 2)                                             10,074,173      3,614,598     1,762,588
- -----------------------------------------------------------------------------------------------------------------------

Net asset value per unit: Type II                                            $       36.47          38.45         20.65
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>




Statements of Assets and Liabilities, Continued

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

<TABLE>
<CAPTION>

                                                                                    Variable Insurance        Variable Insurance
                                                                                     Products Fund II          Products Fund III
                                                                               --------------------------------------------------
                                                                                     Asset                Growth &         Growth
                                                                                   Manager   Contrafund     Income  Opportunities
                                                                                 Portfolio    Portfolio  Portfolio      Portfolio
<S> <C>
- ---------------------------------------------------------------------------------------------------------------------------------

Investment in Variable Insurance Products Fund II, at fair value (note 2):
  Asset Manager Portfolio (26,932,347 shares;  cost - $393,528,382)          $ 485,051,564            -          -              -
  Contrafund Portfolio (12,134,794 shares; cost - $193,722,470)                          -  241,967,789          -              -

Investment in Variable Insurance Products Fund III, at fair value (note 2):
  Growth & Income Portfolio (1,247,313 shares; cost - $15,170,737)                       -            - 15,628,837              -
  Growth Opportunities Portfolio (883,879 shares; cost - $15,976,584)                    -            -          -     17,032,342

Receivable from affiliate                                                            5,351      176,780     25,307          3,157
Receivable for units sold                                                           43,195      255,163     64,010         64,775
- ---------------------------------------------------------------------------------------------------------------------------------

Total assets                                                                 $ 485,100,110  242,399,732 15,718,154     17,100,274
- ---------------------------------------------------------------------------------------------------------------------------------

Liabilities
- ---------------------------------------------------------------------------------------------------------------------------------

Accrued expenses payable to affiliate (note 3)                               $   1,187,116      176,209      9,932         12,499
Payable for units withdrawn                                                         38,182       86,127          -              -
- ----------------------------------------------------------------------------------------------------------------------------------

Total liabilities                                                                1,225,298      262,336      9,932         12,499
- ----------------------------------------------------------------------------------------------------------------------------------

Net assets attributable to variable deferred annuity contractholders         $ 483,874,812  242,137,396 15,708,222     17,087,775
- ----------------------------------------------------------------------------------------------------------------------------------

Outstanding units: Type I (note 2)                                              17,101,510    3,296,201    294,329        341,417
- ----------------------------------------------------------------------------------------------------------------------------------

Net asset value per unit: Type I                                             $       24.53        20.47      12.38          12.30
- ----------------------------------------------------------------------------------------------------------------------------------

Outstanding units: Type II (note 2)                                              2,678,933    8,595,677    976,086      1,049,540
- ----------------------------------------------------------------------------------------------------------------------------------

Net asset value per unit: Type II                                            $       24.03        20.32      12.36          12.28
- ----------------------------------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>



Statements of Assets and Liabilities, Continued



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

<TABLE>
<CAPTION>


                                                                                            Federated Investors
                                                                                            Insurance Series
                                                                              -----------------------------------------
                                                                                 American           High
                                                                                  Leaders    Income Bond       Utility
Assets                                                                            Fund II        Fund II       Fund II
<S> <C>
- -------------------------------------------------------------------------------------------------------------------------

Investments in Federated Investors Insurance Series, at fair value (note 2):
     American Leaders Fund II (1,767,003 shares; cost - $31,138,913)        $  34,686,268              -             -
     High Income Bond Fund II (3,216,287 shares; cost - $33,511,201)                    -     35,218,348             -
     Utility Fund II (2,126,742 shares - cost - $24,061,328)                            -              -    30,391,148
Investment in Alger American, at fair value (note 2):
     Small Cap Portfolio (1,690,554 shares; cost - $70,050,792)                         -              -             -
     Growth Portfolio (1,691,682 shares; cost - $61,989,581)                            -              -             -
PBHG Insurance Series Fund at fair value (note 2):
     PBHG Large Cap Growth Portfolio (401,761 shares; cost - $4,598,913)                -              -             -
     PBHG Growth II Portfolio (629,476 shares; cost - $6,856,693)                       -              -             -
Receivable from affiliate                                                           9,118          6,282        20,101
Receivable for units sold                                                         223,715         12,611        12,121
- -------------------------------------------------------------------------------------------------------------------------

Total assets                                                                $  34,919,101     35,237,241    30,423,370
- -------------------------------------------------------------------------------------------------------------------------

Liabilities
- -------------------------------------------------------------------------------------------------------------------------

Accrued expenses payable to affiliate (note 3)                              $      25,357         26,612        22,088
Payable for units withdrawn                                                            18         15,282         3,388
- -------------------------------------------------------------------------------------------------------------------------

Total liabilities                                                                  25,375         41,894        25,476
- -------------------------------------------------------------------------------------------------------------------------

Net assets attributable to variable deferred annuity contractholders        $  34,893,726     35,195,347    30,397,894
- -------------------------------------------------------------------------------------------------------------------------

Outstanding units:  Type I (note 2)                                               361,619        456,124       485,332
- -------------------------------------------------------------------------------------------------------------------------

Net asset value per unit:  Type I                                           $       14.48          15.11         16.88
- -------------------------------------------------------------------------------------------------------------------------

Outstanding units:  Type II (note 2)                                            2,056,691      1,886,887     1,325,701
- -------------------------------------------------------------------------------------------------------------------------

Net asset value per unit:  Type II                                          $       14.42          15.00         16.75
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>




Statements of Assets and Liabilities, Continued



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

<TABLE>
<CAPTION>


                                                                                         Alger American
                                                                                ---------------------------
                                                                                        Small
                                                                                          Cap        Growth
Assets                                                                              Portfolio     Portfolio
<S> <C>
- ------------------------------------------------------------------------------------------------------------

Investments in Federated Investors Insurance Series, at fair value (note 2):
     American Leaders Fund II (1,767,003 shares; cost - $31,138,913)                       -             -
     High Income Bond Fund II (3,216,287 shares; cost - $33,511,201)                       -             -
     Utility Fund II (2,126,742 shares - cost - $24,061,328)                               -             -
Investment in Alger American, at fair value (note 2):
     Small Cap Portfolio (1,690,554 shares; cost - $70,050,792)                   73,961,717             -
     Growth Portfolio (1,691,682 shares; cost - $61,989,581)                               -    72,336,337
PBHG Insurance Series Fund at fair value (note 2):
     PBHG Large Cap Growth Portfolio (401,761 shares; cost - $4,598,913)                   -             -
     PBHG Growth II Portfolio (629,476 shares; cost - $6,856,693)                          -             -
Receivable from affiliate                                                             23,461        28,703
Receivable for units sold                                                                  -         7,598
- -----------------------------------------------------------------------------------------------------------

Total assets                                                                      73,985,178    72,372,638
- -----------------------------------------------------------------------------------------------------------

Liabilities
- -----------------------------------------------------------------------------------------------------------

Accrued expenses payable to affiliate (note 3)                                        56,893       156,426
Payable for units withdrawn                                                          100,595        62,399
- -----------------------------------------------------------------------------------------------------------

Total liabilities                                                                    157,488       218,825
- -----------------------------------------------------------------------------------------------------------

Net assets attributable to variable deferred annuity contractholders              73,827,690    72,153,813
- -----------------------------------------------------------------------------------------------------------

Outstanding units:  Type I (note 2)                                                1,325,070     1,022,514
- -----------------------------------------------------------------------------------------------------------

Net asset value per unit:  Type I                                                      10.64         13.42
- -----------------------------------------------------------------------------------------------------------

Outstanding units:  Type II (note 2)                                               5,645,458     4,380,186
- -----------------------------------------------------------------------------------------------------------

Net asset value per unit:  Type II                                                     10.58         13.34
- -----------------------------------------------------------------------------------------------------------
</TABLE>

Statements of Assets and Liabilities, Continued



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

<TABLE>
<CAPTION>


                                                                             PBHG Insurance Series Fund
                                                                             --------------------------
                                                                               PBHG Large         PBHG
                                                                               Cap Growth    Growth II
Assets                                                                          Portfolio    Portfolio
<S> <C>
- -------------------------------------------------------------------------------------------------------

Investments in Federated Investors Insurance Series, at fair value (note 2):
     American Leaders Fund II (1,767,003 shares; cost - $31,138,913)                    -            -
     High Income Bond Fund II (3,216,287 shares; cost - $33,511,201)                    -            -
     Utility Fund II (2,126,742 shares - cost - $24,061,328)                            -            -
Investment in Alger American, at fair value (note 2):
     Small Cap Portfolio (1,690,554 shares; cost - $70,050,792)                         -            -
     Growth Portfolio (1,691,682 shares; cost - $61,989,581)                            -            -
PBHG Insurance Series Fund at fair value (note 2):
     PBHG Large Cap Growth Portfolio (401,761 shares; cost - $4,598,913)        4,748,811            -
     PBHG Growth II Portfolio (629,476 shares; cost - $6,856,693)                       -    6,766,864
Receivable from affiliate                                                          19,040          423
Receivable for units sold                                                          24,969      241,497
- -------------------------------------------------------------------------------------------------------

Total assets                                                                    4,792,820    7,008,784
- -------------------------------------------------------------------------------------------------------

Liabilities
- -------------------------------------------------------------------------------------------------------

Accrued expenses payable to affiliate (note 3)                                     21,750        5,127
Payable for units withdrawn                                                        52,803       51,717
- -------------------------------------------------------------------------------------------------------

Total liabilities                                                                  74,553       56,844
- -------------------------------------------------------------------------------------------------------

Net assets attributable to variable deferred annuity contractholders            4,718,267    6,951,940
- -------------------------------------------------------------------------------------------------------

Outstanding units:  Type I (note 2)                                                 55,997       76,611
- -------------------------------------------------------------------------------------------------------

Net asset value per unit:  Type I                                                   11.73        10.67
- -------------------------------------------------------------------------------------------------------

Outstanding units:  Type II (note 2)                                              346,833      576,010
- -------------------------------------------------------------------------------------------------------

Net asset value per unit:  Type II                                                  11.71        10.65
- -------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>




Statements of Assets and Liabilities, Continued



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

<TABLE>
<CAPTION>


                                                                                               Janus Aspen Series
                                                                    -----------------------------------------------------------
                                                                       Aggressive                    Worldwide
                                                                           Growth        Growth         Growth      Balanced
Assets                                                                  Portfolio     Portfolio      Portfolio     Portfolio
<S> <C>
- -------------------------------------------------------------------------------------------------------------------------------

Investment in Janus Aspen Series,
  at fair value (note 2):
     Aggressive Growth Portfolio
        (5,150,041 shares; cost - $90,470,714)                        105,833,338             -              -             -
     Growth Portfolio (12,128,299
       shares; cost - $177,459,821)                                             -   224,130,972              -             -
     Worldwide Growth Portfolio
       (14,763,565 shares; cost - $285,300,634)                                 -             -    345,319,777             -
     Balanced Portfolio (4,444,303
       shares; cost - $72,670,094)                                              -             -              -    77,641,966
     Flexible Income Portfolio
       (1,218,449 shares; cost - $14,017,277)                                   -             -              -             -
     International Growth Portfolio
       (3,130,281 shares; cost - $56,025,325)                                   -             -              -             -
     Capital Appreciation Portfolio
       (214,897 shares; cost - $2,699,822)                                      -             -              -             -
Receivable from affiliate                                                  48,595        24,477        118,902        52,126
Receivable for units sold                                                  10,900       166,892        194,595         5,036
- -------------------------------------------------------------------------------------------------------------------------------

Total assets                                                          105,892,833   224,322,341    345,633,274    77,699,128
- -------------------------------------------------------------------------------------------------------------------------------

Liabilities
- -------------------------------------------------------------------------------------------------------------------------------

Accrued expenses payable to affiliate (note 3)                             77,711       253,424        249,062        52,851
Payable for units withdrawn                                                     -             -        258,130         8,042
- -------------------------------------------------------------------------------------------------------------------------------

Total liabilities                                                          77,711       253,424        507,192        60,893
- -------------------------------------------------------------------------------------------------------------------------------

Net assets attributable to variable deferred annuity contractholders $105,815,122   224,068,917    345,126,082    77,638,235
- -------------------------------------------------------------------------------------------------------------------------------

Outstanding units:  Type I (note 2)                                     1,817,576     4,505,765      4,938,272     2,481,552
- -------------------------------------------------------------------------------------------------------------------------------

Net asset value per unit:  Type I                                           20.26         19.15          23.10         14.73
- -------------------------------------------------------------------------------------------------------------------------------

Outstanding units:  Type II (note 2)                                    3,442,667     7,270,898     10,111,685     2,804,435
- -------------------------------------------------------------------------------------------------------------------------------

Net asset value per unit:  Type II                                          20.04         18.95          22.85         14.65
- -------------------------------------------------------------------------------------------------------------------------------

</TABLE>

See accompanying notes to financial statements.





Statements of Assets and Liabilities, Continued



- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>


                                                                       -------------------------------------------
                                                                         Flexible     International        Capital
                                                                           Income            Growth   Appreciation
Assets                                                                  Portfolio         Portfolio      Portfolio
<S> <C>
- ------------------------------------------------------------------------------------------------------------------
Investment in Janus Aspen Series, at fair value (note 2):
     Aggressive Growth Portfolio
        (5,150,041 shares; cost - $90,470,714)                                  -                -               -
     Growth Portfolio (12,128,299
       shares; cost - $177,459,821)                                             -                -               -
     Worldwide Growth Portfolio
       (14,763,565 shares; cost - $285,300,634)                                 -                -               -
     Balanced Portfolio (4,444,303
       shares; cost - $72,670,094)                                              -                -               -
     Flexible Income Portfolio
       (1,218,449 shares; cost - $14,017,277)                          14,353,326                -               -
     International Growth Portfolio
       (3,130,281 shares; cost - $56,025,325)                                   -       57,847,585               -
     Capital Appreciation Portfolio
       (214,897 shares; cost - $2,699,822)                                      -                -       2,712,004
Receivable from affiliate                                                   4,412           34,124             812
Receivable for units sold                                                  42,930                -           1,500
- ------------------------------------------------------------------------------------------------------------------

Total assets                                                           14,400,668       57,881,709       2,714,316
- ------------------------------------------------------------------------------------------------------------------

Liabilities
- ------------------------------------------------------------------------------------------------------------------

Accrued expenses payable to affiliate (note 3)                             10,126           40,026          39,487
Payable for units withdrawn                                                53,791        3,175,957           5,254
- ------------------------------------------------------------------------------------------------------------------

Total liabilities                                                          63,917        3,215,983          44,741
- ------------------------------------------------------------------------------------------------------------------

Net assets attributable to variable deferred annuity contractholders   14,336,751       54,665,726       2,669,575
- ------------------------------------------------------------------------------------------------------------------

Outstanding units:  Type I (note 2)                                       280,878        1,004,669          49,257
- ------------------------------------------------------------------------------------------------------------------

Net asset value per unit:  Type I                                           12.52            13.69           12.56
- ------------------------------------------------------------------------------------------------------------------

Outstanding units:  Type II (note 2)                                      869,089        3,001,600         163,550
- ------------------------------------------------------------------------------------------------------------------

Net asset value per unit:  Type II                                          12.45            13.63           12.54
- ------------------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>


LIFE OF VIRGINIA SEPARATE ACCOUNT 4

Statements of Operations

<TABLE>
<CAPTION>


                                      GE Investments Funds, Inc. (formerly Life of Virginia Series Fund, Inc.)
- -------------------------------------------------------------------------------------------------
<S> <C>

                                                    S&P 500                         Government
                                                     Index                          Securities
                                                     Fund                             Fund
                                        -------------------------------- -------------------------------
                                               Year ended December 31,          Year ended December 31,
                                             1997       1996       1995      1997       1996       1995
- ----------------------------------------------------------------------------------------------------------

Investment income:
    Income - Dividends                  4,001,897  23,435,279   411,769         -    1,309,648    565,524
    Expenses - Mortality and expense
      risk charges (note 3)             1,356,740     492,403   139,329   147,796      143,919     83,929
- ----------------------------------------------------------------------------------------------------------

Net investment income (expense)         2,645,157  22,942,876   272,440  (147,796)   1,165,729    481,595
- ----------------------------------------------------------------------------------------------------------

Net realized and unrealized gain (loss)
  on investments:
      Net realized gain (loss)           (899,446)  1,510,464   345,068  (242,895)     (68,248)   (20,275)
      Unrealized appreciation
         (depreciation) on investments 21,611,136 (16,204,375) 2,539,788   987,049    (995,503)   567,616
- ----------------------------------------------------------------------------------------------------------

Net realized and unrealized gain (loss)
     on investments                    20,711,690 (14,693,911) 2,884,856   744,154  (1,063,751)   547,341
- ----------------------------------------------------------------------------------------------------------

Increase in net assets
    from operations                    23,356,847   8,248,965  3,157,296   596,358      101,978  1,028,936
- ----------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                              GE Investments Funds, Inc. (formerly Life
                                                         of Virginia Series Fund, Inc.)
                                      -----------------------------------------------------------------
<S> <C>
                                                  Money Market                     Total Return
                                                          Fund                             Fund
                                      --------------------------------- ----------------------------------
                                               Year ended December 31,          Year ended December 31,
                                            1997       1996       1995       1997      1996       1995
- --------------------------------------------------------------------------------------------------------

Investment income:
    Income - Dividends                 5,626,589  5,204,323  1,098,198  6,098,862  9,319,880   1,576,466
    Expenses - Mortality and expense
      risk charges (note 3)            1,421,044    980,270    144,841    496,469    357,589     187,419
- --------------------------------------------------------------------------------------------------------

Net investment income (expense)        4,205,545  4,224,053    953,357  5,602,393  8,962,291   1,389,047
- --------------------------------------------------------------------------------------------------------

Net realized and unrealized gain (loss)
  on investments:
      Net realized gain (loss)        (4,421,730) 1,686,452    312,501   (454,827)   614,446     308,073
      Unrealized appreciation
         (depreciation) on investments 4,383,879 (2,984,484) (757,472)    657,828 (6,827,262)  1,987,241
- --------------------------------------------------------------------------------------------------------

Net realized and unrealized gain (loss)
     on investments                     (37,851) (1,298,032) (444,971)    203,001 (6,212,816)  2,295,314
- --------------------------------------------------------------------------------------------------------

Increase in net assets
    from operations                    4,167,694  2,926,021    508,386  5,805,394  2,749,475   3,684,361
- --------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                                           GE Investments Funds, Inc. (formerly Life
                                                                of Virginia Series Fund, Inc.)
                                                                        (continued)

<S> <C>
                                            -------------------------------------------------------------------------------


                                                       International                     Real Estate
                                                             Equity                       Securities
                                                               Fund                             Fund
                                            ---------------------------------     ----------------------------------------
                                                                    Period from                                Period from
                                                                         May 23,                                    May 2,
                                             Year ended   Year ended     1996 to     Year ended   Year ended       1995 to
                                            December 31  December 31 December 31,  December 31,  December 31,  December 31
                                                   1997         1996        1995           1997          1996         1995
- -------------------------------------------------------  -----------------------  -----------------------------------------

Investment income:
    Income - Dividends                      2,686,699    1,056,063    31,010      5,456,896      1,627,291       670,339
    Expenses - Mortality and expense risk
      charges (note 3)                        113,987       56,953     4,298        292,230         49,030         2,663
- -------------------------------------------------------  -----------------------  -----------------------------------------

Net investment income                       2,572,712      999,110    26,712      5,164,666      1,578,261       667,676
- -------------------------------------------------------  -----------------------  -----------------------------------------

Net realized and unrealized gain (loss) on
  investments:
    Net realized gain (loss)                  665,649       86,537       646      2,710,582        299,159        24,928
    Unrealized appreciation (depreciation)
      on investments                        (1,565,382)    (11,119)   25,880     (1,305,117)     4,059,521     1,049,744
- -------------------------------------------------------  ------------------------------------------------------------------

Net realized and unrealized gain (loss) on
 investments                                  (899,733)      75,418    26,526     1,405,465      4,358,680     1,074,672
- -------------------------------------------------------  ------------------------------------------------------------------

Increase in net assets from operations       1,672,979    1,074,528    53,238     6,570,131      5,936,941     1,742,348
- -------------------------------------------------------  ------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>

                                                     GE Investments Funds, Inc.
                                           (formerly Life of Virginia Series Fund, Inc.)
                                                             (continued)
                                           -------------------------------------------


                                               Global        Value
                                               Income       Equity          Income
                                                 Fund         Fund            Fund
                                            ----------     ----------     ----------
                                            Period from   Period from     Period from
                                                 May 1,        May 1,    December 12,
                                                1997 to       1997 to         1997 to
                                            December 31   December 31    December 31,
                                                   1997          1997            1997
- ------------------------------------------------------------------------------------
<S> <C>

Investment income:
    Income - Dividends                         300,672       142,788          58,034
    Expenses - Mortality and expense risk
      charges (note 3)                           2,982        38,307          14,197
- ------------------------------------------------------------------------------------

Net investment income                          297,690       104,481         43,837
- -----------------------------------------------------------------------------------

Net realized and unrealized gain (loss) on
  investments:
    Net realized gain (loss)                     2,417      357,048         (6,710)
    Unrealized appreciation (depreciation)
      on investments                          (124,348)     885,799        (12,199)
- -----------------------------------------------------------------------------------

Net realized and unrealized gain (loss) on
  investments                                 (121,931)   1,242,847        (18,909)
- -----------------------------------------------------------------------------------

Increase in net assets from operations         175,759    1,347,328         24,928
- -----------------------------------------------------------------------------------

</TABLE>
<PAGE>

LIFE OF VIRGINIA SEPARATE ACCOUNT 4

Statements of Operations, Continued


- -----------------------------------------------------------------
<TABLE>
<CAPTION>

                                 Oppenheimer Variable Account Funds
                                 -----------------------------------

                                                 Money
                                                  Fund
                                 ----------------------------------
                                           Year ended December 31,
                                         1997       1996       1995
- --------------------------------------------------------------------
<S> <C>

Investment income:
    Income - Dividends              $   110,711    175,537   303,556
    Expenses - Mortality and expense
       risk charges (note 3)             25,908     40,663     64,415
- ---------------------------------------------------------------------

Net investment income (expense)          84,803    134,874    239,141
- ---------------------------------------------------------------------

Net  realized and unrealized gain
  (loss) on investments:
      Net realized gain                     -          -          -
      Unrealized appreciation
         (depreciation) on investments      -          -          -
- --------------------------------------------------------------------

Net realized and unrealized gain (loss)
    on investments                          -          -          -
- --------------------------------------------------------------------

Increase in net assets
     from operations                   $ 84,803    134,874    239,141
- --------------------------------------------------------------------

</TABLE>

<TABLE>
<CAPTION>

                            Oppenheimer Variable Account Funds (continued)
                            ---------------------------------------------

                                              Bond
                                              Fund
                                 -----------------------------------
                                       Year ended December 31,
                                     1997       1996       1995
- ---------------------------------------------------------------------
<S> <C>

Investment income:
    Income - Dividends               2,260,511  1,774,226 1,222,079
    Expenses - Mortality and expense
       risk charges (note 3)           437,693    336,825   220,766
- ---------------------------------------------------------------------

Net investment income (expense)      1,822,818  1,437,401 1,001,313
- ---------------------------------------------------------------------

Net realized and unrealized gain
 (loss) on investments:
      Net realized gain                187,695    106,242     53,120
      Unrealized appreciation
         (depreciation) on investments 663,371   (442,815) 1,654,610
- ---------------------------------------------------------------------

Net realized and unrealized gain
    (loss) on investments              851,066   (336,573) 1,707,730
- ---------------------------------------------------------------------

Increase in net assets
     from operations                 2,673,884  1,100,828  2,709,043
- ---------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                          Oppenheimer Variable Account Funds (continued)
                          -----------------------------------------------
                                                 Capital
                                            Appreciation
                                                    Fund
                                ------------------------------------
                                         Year ended December 31,
                                      1997       1996         1995
- --------------------------------------------------------------------
<S> <C>

Investment income:
    Income - Dividends               8,221,818  6,069,096    331,803
    Expenses - Mortality and expense
       risk charges (note 3)         2,381,196  1,506,102    868,053
- ---------------------------------------------------------------------

Net investment income (expense)      5,840,622  4,562,994   (536,250)
- ---------------------------------------------------------------------

Net  realized and unrealized gain
   (loss) on investments:
      Net realized gain              6,868,228  6,301,279  1,666,666
      Unrealized appreciation
         (depreciation) on
         investments)                5,927,622  7,478,382 18,977,772
- ---------------------------------------------------------------------

Net realized and unrealized gain
    (loss) on investments          12,795,850  13,779,661 20,644,438
- ----------------------------------------------------------------------

Increase in net assets
     from operations               18,636,472  18,342,655 20,108,188
- ----------------------------------------------------------------------

</TABLE>



<TABLE>
<CAPTION>

                                  Oppenheimer Variable Account Funds (continued)
                                  ---------------------------------------------

                                                      Growth
                                                        Fund
                                          ---------------------------------
                                                     Year ended December 31,
                                                   1997      1996      1995
- ----------------------------------------------------------------------------
<S> <C>

Investment income:
    Income - Dividends                       4,911,400  3,110,376   393,011
    Expenses - Mortality and expense
       risk charges (note 3)                 1,372,378    599,846   265,718
- ----------------------------------------------------------------------------

Net investment income (expense)              3,539,022  2,510,530   127,293
- ----------------------------------------------------------------------------

Net realized and unrealized gain
  (loss) on investments:
      Net realized gain                      5,826,603  1,959,742   739,151
      Unrealized appreciation
         (depreciation) on
         investments)                       11,621,155 5,568,726  5,287,316
- ----------------------------------------------------------------------------

Net realized and unrealized gain
    (loss) on investments                   17,447,758 7,528,468  6,026,467
- ----------------------------------------------------------------------------

Increase in net assets
     from operations                       20,986,780 10,038,998 6,153,760
- ----------------------------------------------------------------------------

</TABLE>
<PAGE>

LIFE OF VIRGINIA SEPARATE ACCOUNT 4

Statements of Operations, Continued


<TABLE>
<CAPTION>

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

                                             Oppenheimer Variable Account Funds (continued)
                                 ----------------------------------------------------------------------
                                               High                            Multiple
                                             Income                          Strategies
                                               Fund                                Fund
                                 -------------------------------- -------------------------------------
                                         Year ended December 31,          Year ended December 31,
                                      1997       1996       1995      1997       1996       1995
- -------------------------------------------------------------------------------------------------------
<S> <C>

Investment income:
    Income - Dividends              $9,138,791  6,387,294  3,582,283  4,485,399  3,343,955 2,521,297
    Expenses - Mortality and expense
      risk charges (note 3)          1,397,317    825,956    471,932    794,598    571,993   410,701
- ------------------------------------------------------------------------------------------------------

Net investment income                7,741,474  5,561,338  3,110,351  3,690,801  2,771,962 2,110,596
- ------------------------------------------------------------------------------------------------------

Net realized and unrealized gain
  (loss) on investments:
      Net realized gain (loss)       1,298,149    763,575   (105,319) 1,435,981   701,256    353,442
      Unrealized appreciation
         (depreciation) on
         investments)                2,089,422  2,079,281  2,497,291  4,025,778  2,786,345 3,750,075
- -----------------------------------------------------------------------------------------------------

Net realized and unrealized gain
    (loss) on investments           3,387,571   2,842,856  2,391,972  5,461,759  3,487,601 4,103,517
- -----------------------------------------------------------------------------------------------------

Increase in net assets
     from operations              $11,129,045   8,404,194  5,502,323  9,152,560  6,259,563 6,214,113
- -----------------------------------------------------------------------------------------------------

</TABLE>
<PAGE>

LIFE OF VIRGINIA SEPARATE ACCOUNT 4

Statements of Operations, Continued



<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
                                                          Variable Insurance Products Fund
                                 --------------------------------------------------------------------------------------------------
                                                                                High                          Equity-
                                            Money Market                      Income                           Income
                                               Portfolio                   Portfolio                        Portfolio
                                 -------------------------------- -----------------------------------------------------------------
                                        Year ended December 31,          Year ended December 31,          Year ended December 31,
                                   1997       1996       1995      1997       1996      1995        1997       1996       1995
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C>

Investment income:
    Income - Dividends           $843,023  1,655,033  3,320,468  1,930,318  2,780,632 1,144,671  42,510,440  12,605,854 10,037,638
    Expenses - Mortality and expense
      risk charges (note 3)       212,121    382,911    699,880    277,254    332,922   297,241   6,650,343   4,253,036  2,138,272
- -----------------------------------------------------------------------------------------------------------------------------------

Net investment income (expense)   630,902  1,272,122  2,620,588  1,653,064  2,447,710   847,430  35,860,097   8,352,818  7,899,366
- -----------------------------------------------------------------------------------------------------------------------------------

Net realized and unrealized gain
  (loss) on investments:
      Net realized gain (loss)         -          -          -   4,673,705    479,085   425,760  15,417,526   9,394,625  4,284,587
      Unrealized appreciation
         (depreciation) on
         investments                   -          -          -  (2,814,608)   308,688 2,702,738  65,899,106  23,601,942 37,953,951
- -----------------------------------------------------------------------------------------------------------------------------------

Net realized and unrealized gain (loss)
    on investments                     -          -          -   1,859,097    787,773 3,128,498  81,316,632  32,996,567 42,238,538
- -----------------------------------------------------------------------------------------------------------------------------------

Increase in net assets from
    operations                  $630,902  1,272,122  2,620,588   3,512,161  3,235,483 3,975,928 117,176,729  41,349,385 50,137,904
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>

                                   Variable Insurance Products Fund
                                ----------------------------------------

                                              Growth
                                           Portfolio (continued)
                                ---------------------------------------
                                       Year ended December 31,
                                     1997         1996        1995
- -----------------------------------------------------------------------
<S> <C>

Investment income:
    Income - Dividends               9,229,913  13,903,188    567,790
    Expenses - Mortality and expense
      risk charges (note 3)          3,552,903   2,834,086  1,696,933
- ----------------------------------------------------------------------

Net investment income (expense)      5,677,010  11,069,102 (1,129,143)
- ----------------------------------------------------------------------

Net realized and unrealized gain
  (loss) on investments:
      Net realized gain (loss)      14,576,544   9,229,819  7,510,176
      Unrealized appreciation
         (depreciation) on
         investments)               34,536,532   6,990,625 29,804,134
- ---------------------------------------------------------------------

Net realized and unrealized gain
    (loss) on investments          49,113,076   16,220,444 37,314,310
- ---------------------------------------------------------------------

Increase in net assets from
    operations                     54,790,086   27,289,546 36,185,167
- ---------------------------------------------------------------------

</TABLE>
<PAGE>

LIFE OF VIRGINIA SEPARATE ACCOUNT 4

Statements of Operations, Continued



<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------

                                           Variable Insurance Products Fund              Variable Insurance Products Fund II
                                          --------------------------------    ---------------------------------------------------
                                                                                       Asset
                                                     Overseas                         Manager                         Contrafund
                                                     Portfolio                       Portfolio                        Portfolio
                                          -------------------------------      ------------------------------- ---------------------


                                                                                                          Year ended    Year ended
                                               Year ended December 31,    Year ended December 31,       December 31,  December 31,
                                               1997       1996      1995     1997       1996       1995         1997          1996
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>

Investment income:
    Income - Dividends                   $9,303,257  2,309,161   644,375   52,909,448  27,801,550  9,085,957  4,672,962     634,656
    Expenses - Mortality and expense
     risk charges (note 3)                1,401,167  1,245,263   999,548    5,474,604   4,059,911  4,926,810  2,588,608   1,322,883
- ------------------------------------------------------------------------------------------------------------------------------------

Net investment income (expense)           7,902,090  1,063,898  (355,173)  47,434,844  23,741,639  4,159,147  2,084,354    (688,227)
- ------------------------------------------------------------------------------------------------------------------------------------

Net realized and unrealized gain
  (loss) on investments:
    Net realized gain                     6,802,686  2,693,770   734,798    9,093,636   7,507,674  1,958,733  9,468,307   2,738,082
    Unrealized appreciation
       (depreciation) on investments     (3,387,543) 7,585,836 6,428,977   24,430,304  23,008,153 55,306,129  26,750,686 17,275,767
- -----------------------------------------------------------------------------------------------------------------------------------

Net realized and unrealized gain on
  investments                             3,415,143 10,279,606 7,163,775   33,523,940  30,515,827 57,264,862  36,218,993 20,013,849
- -----------------------------------------------------------------------------------------------------------------------------------

Increase in net assets from operations $ 11,317,233 11,343,504 6,808,602   80,958,784  54,257,466 61,424,009  38,303,347 19,325,622
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                             Variable Insurance Products     Variable Insurance Products
                                                  Fund II (continued)                     Fund III
                                           -----------------------------      --------------------------
                                                                              Growth &        Growth
                                             Contrafund                         Income  Opportunities
                                             Portfolio                       Portfolio     Portfolio
                                           -------------                     ---------    ----------
                                            Period from                     Period from    Period from
                                             January 5,                          May 1,         May 1,
                                                1995 to                         1997 to        1997 to
                                             December 3                    December 31,   December 31,
                                                   1995                            1997           1997
- -------------------------------------------------------                      -------------------------
<S> <C>

Investment income:
    Income - Dividends                       784,088                                -          -
    Expenses - Mortality and expense risk
      charges (note 3)                       323,922                           53,296     69,440
- -----------------------------------------------------                      -------------------------

Net investment income (expense)              460,166                          (53,296)   (69,440)
- -----------------------------------------------------                      -------------------------

Net realized and unrealized gain (loss) on
  investments:
    Net realized gain                        905,255                          103,153     67,071
    Unrealized appreciation (depreciation)
       on investments                      4,218,866                          458,100  1,055,758
- -----------------------------------------------------                       -----------------------

Net realized and unrealized gain on
  investments                              5,124,121                          561,253  1,122,829
- -----------------------------------------------------                       -----------------------

Increase in net assets from operations      5,584,287                         507,957  1,053,389
- -------------------------------------------------------                      ----------------------
</TABLE>
<PAGE>

LIFE OF VIRGINIA SEPARATE ACCOUNT 4

Statements of Operations, Continued

<TABLE>
<CAPTION>

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

                                                 Neuberger & Berman Advisers Management Trust
                                 ---------------------------------------------------------------------
                                            Balanced                           Bond
                                            Portfolio                        Portfolio
                                 -------------------------------- ------------------------------------
                                            Year ended December 31,          Year ended December 31,
                                     1997           1996       1995      1997       1996       1995
- -------------------------------------------------------------------------------------------------------
<S> <C>

Investment income:
    Income - Dividends              $1,992,971      5,226,886    748,770   550,544  1,231,424   958,338
    Expenses - Mortality and expense
       risk charges (note 3)           337,918        381,777    385,789    99,586    151,484   210,707
- -----------------------------------------------    ----------------------------------------------------

Net investment income                1,655,053      4,845,109    362,981   450,958  1,079,940   747,631
- -----------------------------------------------    ----------------------------------------------------

Net realized and unrealized gain
  (loss) on investments:
      Net realized gain (loss)       5,097,861        419,822    895,552    12,018   (136,701)   45,793
      Unrealized appreciation
         (depreciation) on
         investments)               (2,501,835)    (3,501,201) 5,264,633   (23,525)  (646,673)  816,276
- ------------------------------------------------------------------------------------------------------

Net realized and unrealized gain
    (loss) on investments            2,596,026     (3,081,379) 6,160,185   (11,507)  (783,374)  862,069
- ------------------------------------------------------------------------------------------------------

Increase in net assets from
    operations                  $    4,251,079     1,763,730   6,523,166   439,451    296,566 1,609,700
- ------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>

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

                                    Neuberger & Berman Advisers
                                    Management Trust (continued)
                                 -----------------------------------
                                          Growth
                                         Portfolio
                                 -----------------------------------
                                         Year ended December 31,
                                       1997       1996      1995
- --------------------------------------------------------------------
<S> <C>

Investment income:
    Income - Dividends               903,849  1,152,528    246,676
    Expenses - Mortality and expense
       risk charges (note 3)         132,989    146,484    127,144
- --------------------------------------------------------------------

Net investment income                 770,860  1,006,044    119,532
- --------------------------------------------------------------------

Net realized and unrealized gain
  (loss) on investments:
      Net realized gain (loss)      2,304,768    315,046    242,067
      Unrealized appreciation
         (depreciation) on
         investments)                (880,241)  (363,320) 1,957,190
- --------------------------------------------------------------------

Net realized and unrealized gain
    (loss) on investments           1,424,527    (48,274) 2,199,257
- --------------------------------------------------------------------

Increase in net assets from
    operations                      2,195,387    957,770  2,318,789
- ---------------------------------------------------------------------
</TABLE>




<PAGE>

LIFE OF VIRGINIA SEPARATE ACCOUNT 4

Statements of Operations, Continued

<TABLE>
<CAPTION>

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

                                                                            Federated Investors Insurance
                                                                                       Series
                                 --------------------------------------------------------------------------------------
                                            American              High Income
                                            Leaders                 Bond                          Utility
                                            Fund II               Fund II                         Fund II
                                 --------------------- ------------------------------- --------------------------------
                           Year ended     Period from   Year ended    Year ended  Period from   Year ended   Year ended Period from
                         December 31,  May 6, 1996 to  December 31, December 31,  February 3, December 31, December 31, January 27,
                                 1997    December 31,         1997          1996      1995 to         1997         1996     1995 to
                                                 1996                            December 31,                          December 31,
                                                                                         1995                                  1995


- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Investment income:
    Income - Dividends         $228,362     15,977      1,129,533       579,337     45,272     1,046,132       766,616    223,744
    Expenses - Mortality
       and expense risk
       charges (note 3)         228,448     12,003        302,211        87,381      6,392       326,253       243,314     61,497
- ----------------------------------------------------------------------------------------------------------------------------------

Net investment income
    (expense)                       (86)     3,974        827,322       491,956     38,880       719,879       523,302    162,247
- ----------------------------------------------------------------------------------------------------------------------------------

Net realized and unrealized
    gain (loss) on
    investments:
      Net realized gain
         (loss)                 544,140     29,680        630,351        31,769      3,368       731,431       336,527     90,613
      Unrealized appreciation
         (depreciation) on
         investments          3,385,309    162,046      1,256,745       424,014     26,388     4,302,272     1,113,241    914,307
- ----------------------------------------------------------------------------------------------------------------------------------

Net realized and unrealized
    gain (loss) loss
    on investments            3,929,449    191,726      1,887,096       455,783     29,756     5,033,703     1,449,768  1,004,920
- ----------------------------------------------------------------------------------------------------------------------------------

Increase (decrease) in net
    assets from operations   $3,929,363    195,700      2,714,418       947,739     68,636     5,753,582     1,973,070  1,167,167
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                                   Alger American
                                ----------------------------------------------------------------
                                             Small
                                              Cap                           Growth
                                           Portfolio                       Portfolio
                                -------------------------------- -------------------------------

                                                         Period from                            Period from
                                                          October 3,                             October 4,
                                Year ended   Year ended      1995 to   Year ended   Year ended      1995 to
                              December 31, December 31, December 31, December 31, December 31, December 31,
                                      1997         1996        1995          1997         1996         1995
- -----------------------------------------------------------------------------------------------------------
<S> <C>

Investment income:
    Income - Dividends                2,044,748   105,411          -       528,437    668,828          -
    Expenses - Mortality and expense
      risk charges (note 3)             799,242   414,206      9,745       811,338    358,846      6,776
- ----------------------------------------------------------------------------------------------------------

Net investment income (expense)       1,245,506  (308,795)    (9,745)     (282,901)   309,982     (6,776)
- -----------------------------------------------------------------------------------------------------------

Net realized and unrealized gain
   (loss) on investments:
      Net realized gain (loss)         411,624  (122,299)   (20,417)     3,954,588    315,644     (2,380)
      Unrealized appreciation
         (depreciation) on
         investments)                4,016,910   (80,937)   (25,048)     8,095,163  2,224,353     27,240
- -----------------------------------------------------------------------------------------------------------

Net realized and unrealized gain
     loss) on investments            4,428,534  (203,236)   (45,465)     12,049,751 2,539,997     24,860
- -----------------------------------------------------------------------------------------------------------

Increase (decrease) in net assets
     from operations                 5,674,040  (512,031)   (55,210)     11,766,850 2,849,979     18,084
- ------------------------------------------------------------------------------------------------------------

</TABLE>

LIFE OF VIRGINIA SEPARATE ACCOUNT 4

Statements of Operations, Continued

<TABLE>
<CAPTION>

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

                                                PBHG Insurance
                                                 Series Fund
                                            ---------------------
                                                 PBHG
                                            Large Cap          PBHG
                                               Growth     Growth II
                                            Portfolio     Portfolio
                                            ----------   ----------

                                             Period from  Period from
                                                  May 1,       May 1,
                                                 1997 to      1997 to
                                            December 31, December 31,
                                                    1997         1997
- -------------------------------------------------------------------------
<S> <C>

Investment income:
    Income - Dividends                           $      -          -
    Expenses - Mortality and expense
      risk charges (note 3)                        17,112     30,512
- ---------------------------------------------------------------------

Net investment income (expense)                   (17,112)   (30,512)
- ---------------------------------------------------------------------

Net  realized and unrealized gain (loss) on investments:
      Net realized gain                            13,525      7,643
      Unrealized appreciation
         (depreciation) on investments            149,898    (89,829)
- ---------------------------------------------------------------------

Net realized and unrealized gain (loss)
    on investments                                163,423    (82,186)
- ---------------------------------------------------------------------

Increase (decrease) in net assets
     from operations                            $ 146,311   (112,698)
- ---------------------------------------------------------------------

</TABLE>
<PAGE>

LIFE OF VIRGINIA SEPARATE ACCOUNT 4

Statements of Operations, Continued



<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------

                                                                                      Janus Aspen Series
                                                    --------------------------------------------------------------------------
                                                                Aggressive
                                                                  Growth                                Growth
                                                                Portfolio                             Portfolio
                                                    ------------------------------------  ------------------------------------
                                                                 Year ended                            Year ended
                                                                December 31,                          December 31,
                                                         1997         1996         1995        1997         1996         1995
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C>

Investment income:
   Income - Dividends                             $         -      755,467      701,550   5,821,316    3,316,849    1,774,926
   Expenses - Mortality and expense risk charges
     (note 3)                                       1,187,720      880,271      464,496   2,533,302    1,496,337      686,203
- ------------------------------------------------------------------------------------------------------------------------------

Net investment income (expense)                     (1,187,720)   (124,804)     237,054   3,288,014    1,820,512    1,088,723
- ------------------------------------------------------------------------------------------------------------------------------

Net realized and unrealized gain (loss) on
  investments:
   Net realized gain                                6,675,700    3,422,984    1,735,504   9,346,395    4,286,543    1,220,855
   Unrealized appreciation (depreciation) on
     investments                                    5,540,954      109,555    7,840,280   23,212,981  11,457,707   11,886,046
- ------------------------------------------------------------------------------------------------------------------------------

Net realized and unrealized gain on investments     12,216,654   3,532,539    9,575,784   32,559,376  15,744,250   13,106,901
- ------------------------------------------------------------------------------------------------------------------------------

Increase in net assets from operations            $ 11,028,934   3,407,735    9,812,838   35,847,390  17,564,762   14,195,624
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                      Janus Aspen Series (continued)
                                                  --------------------------------------
                                                                 Worldwide
                                                                  Growth
                                                                Portfolio
                                                    ------------------------------------
                                                                 Year ended
                                                                December 31,
                                                         1997              1996    1995
- ----------------------------------------------------------------------------------------
<S> <C>

Investment income:
   Income - Dividends                               4,490,822    2,094,632      225,282
   Expenses - Mortality and expense risk charges
     (note 3)                                       3,656,021    1,418,611      477,320
- ----------------------------------------------------------------------------------------

Net investment income (expense)                       834,801      676,021     (252,038)
- ----------------------------------------------------------------------------------------

Net realized and unrealized gain (loss) on
  investments:
   Net realized gain                                11,585,008   5,069,677      439,501
   Unrealized appreciation (depreciation) on
     investments                                    32,530,512  18,944,795    9,549,318
- ----------------------------------------------------------------------------------------

Net realized and unrealized gain on investments     44,115,520  24,014,472    9,988,819
- ----------------------------------------------------------------------------------------

Increase in net assets from operations              44,950,321  24,690,493    9,736,781
- ----------------------------------------------------------------------------------------
</TABLE>
<PAGE>

LIFE OF VIRGINIA SEPARATE ACCOUNT 4

Statements of Operations, Continued



<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
                                                                          Janus Aspen Series (continued)
                                                    --------------------------------------------------------------------------
                                                                                                       Flexible
                                                                 Balanced                               Income
                                                                Portfolio                             Portfolio
                                                  --------------------------------------  ------------------------------------
                                                                              Period from                          Period from
                                                                              October 11,                          October 13,
                                                     Year ended   Year ended       1995 to            Year ended       1995 to
                                                    December 31,December 31, December 31,           December 31,   December 31,
                                                         1997         1996         1995        1997         1996         1995
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C>

Investment income:
   Income - Dividends                             $ 1,376,630      283,521       12,299     699,223      288,802       20,133
   Expenses - Mortality and expense risk charges
     (note 3)                                         445,275      113,425        2,009     120,354       40,424          980
- ------------------------------------------------------------------------------------------------------------------------------

Net investment income (expense)                       931,355      170,096       10,290     578,869      248,378       19,153
- ------------------------------------------------------------------------------------------------------------------------------

Net realized and unrealized gain (loss) on
  investments:
   Net realized gain                                1,239,519      122,576        9,364      86,470        4,524           29
   Unrealized appreciation (depreciation) on
     investments                                    4,013,343      920,620       37,909     269,390       68,898       (2,240)
- ------------------------------------------------------------------------------------------------------------------------------

Net realized and unrealized gain (loss) on
  investments                                       5,252,862    1,043,196       47,273     355,860       73,422       (2,211)
- ------------------------------------------------------------------------------------------------------------------------------

Increase in net assets from operations            $ 6,184,217    1,213,292       57,563     934,729      321,800       16,942
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
                                                       Janus Aspen Series (continued)
                                                  -----------------------------------------
                                                      International              Capital
                                                             Growth         Appreciation
                                                          Portfolio            Portfolio
                                                    -----------------------  --------------
                                                                  Period from   Period from
                                                                  May 3, 1996   May 2, 1997
                                                                   Year ended            to
                                                    December 31, December 31,  December 31,
                                                            1997         1996          1997
- -------------------------------------------------------------------------------------------
<S> <C>
Investment income:
   Income - Dividends                                 348,585       54,433            8,437
   Expenses - Mortality and expense risk charges
     (note 3)                                         516,236       45,378            9,981
- --------------------------------------------------------------------------------------------

Net investment income (expense)                      (167,651)       9,055           (1,544)
- --------------------------------------------------------------------------------------------

Net realized and unrealized gain (loss) on
  investments:
   Net realized gain                                3,329,942      187,391           31,894
   Unrealized appreciation (depreciation) on
     investments                                    1,235,644      586,615           12,182
- --------------------------------------------------------------------------------------------

Net realized and unrealized gain (loss) on
  investments                                       4,565,586      774,006           44,076
- --------------------------------------------------------------------------------------------

Increase in net assets from operations              4,397,935      783,061           42,532
- --------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to financial statements.

<PAGE>

LIFE OF VIRGINIA SEPARATE ACCOUNT 4

Statements of  Changes in Net Assets


<TABLE>
<CAPTION>

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

                                                                                           GE Investments Funds, Inc.
                                                                                     (formerly Life of Virginia Series Fund, Inc.)
                                                                               ----------------------------------------------------
                                                                                                  S&P 500
                                                                                                   Index
                                                                                                    Fund
                                                                               ---------------------------------------------------
                                                                                                Year ended December 31,
                                                                                       1997               1996               1995
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Increase (decrease) in net assets From operations:
     Net investment income (expense)                                        $     2,645,157         22,942,876            272,440
     Net realized gain (loss)                                                      (899,446)         1,510,464            345,068
     Unrealized appreciation (depreciation)
         on investments                                                          21,611,136        (16,204,375)         2,539,788
- -----------------------------------------------------------------------------------------------------------------------------------

Increase in net assets from operations                                           23,356,847          8,248,965          3,157,296
- -----------------------------------------------------------------------------------------------------------------------------------

From capital transactions:
     Net premiums                                                                40,575,050         18,225,715          7,357,078
     Transfers (to) from the general account of
         Life of Virginia:
             Death benefits                                                      (1,735,027)           (77,864)          (143,652)
             Surrenders                                                          (3,415,596)        (1,079,082)          (306,506)
             Administrative expense (note 3)                                       (102,362)           (45,091)           (22,813)
             Transfer gain (loss) and transfer fees                                  (4,503)             7,463             (8,822)
         Transfers (to) from the Guarantee
             Account (note 1)                                                    14,747,561          3,139,208            695,771
     Interfund transfers                                                         24,135,903          5,665,381          5,341,899
- -----------------------------------------------------------------------------------------------------------------------------------

Increase in net assets from capital transactions                                 74,201,026         25,835,730         12,912,955
- -----------------------------------------------------------------------------------------------------------------------------------

Increase in net assets                                                           97,557,873         34,084,695         16,070,251

Net assets at beginning of year                                                  55,868,451         21,783,756          5,713,505
- -----------------------------------------------------------------------------------------------------------------------------------

Net assets at end of year                                                   $   153,426,324         55,868,451         21,783,756
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>

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

                                                     GE Investments Funds, Inc. (formerly Life of Virginia Series Fund, Inc.)
                                                      --------------------------------------------------------------------------
                                                                          Government
                                                                          Securities
                                                                             Fund
                                                      ------------------------------------------------------
                                                                             Year ended December 31,
                                                                1997                1996               1995
- -------------------------------------------------------------------------------------------------------------
<S> <C>
Increase (decrease) in net assets From operations:
     Net investment income (expense)                        (147,796)          1,165,729            481,595
     Net realized gain (loss)                               (242,895)            (68,248)           (20,275)
     Unrealized appreciation (depreciation)
         on investments                                      987,049            (995,503)           567,616
- -------------------------------------------------------------------------------------------------------------

Increase in net assets from operations                       596,358             101,978          1,028,936
- -------------------------------------------------------------------------------------------------------------

From capital transactions:
     Net premiums                                          1,053,538           3,734,757          1,619,783
     Transfers (to) from the general account of
         Life of Virginia:
             Death benefits                                  (64,230)            (76,802)           (44,216)
             Surrenders                                     (666,510)           (492,750)          (500,706)
             Administrative expense (note 3)                 (18,501)            (21,731)           (17,040)
             Transfer gain (loss) and transfer fees          (36,688)              8,420             (9,439)
         Transfers (to) from the Guarantee
             Account (note 1)                                827,432             135,548             60,927
     Interfund transfers                                 (14,821,369)            (65,339)         2,038,922
- -------------------------------------------------------------------------------------------------------------

Increase in net assets from capital transactions         (13,726,328)          3,222,103          3,148,231
- -------------------------------------------------------------------------------------------------------------

Increase in net assets                                   (13,129,970)          3,324,081          4,177,167

Net assets at beginning of year                           13,129,970           9,805,889          5,628,722
- -------------------------------------------------------------------------------------------------------------

Net assets at end of year                                          -          13,129,970          9,805,889
- -------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>

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

                                                                    GE Investments Funds, Inc.
                                                      (formerly Life of Virginia Series Fund, Inc.) (continued)
                                                      ----------------------------------------------------------

                                                                              Money Market
                                                                                  Fund
                                                           -------------------------------------------------
                                                                           Year ended December 31,
                                                                   1997              1996             1995
- ------------------------------------------------------------------------------------------------------------
<S> <C>
Increase (decrease) in net assets From operations:
     Net investment income (expense)                          4,205,545         4,224,053           953,357
     Net realized gain (loss)                                (4,421,730)        1,686,452           312,501
     Unrealized appreciation (depreciation)
         on investments                                       4,383,879        (2,984,484)         (757,472)
- ------------------------------------------------------------------------------------------------------------

Increase in net assets from operations                        4,167,694         2,926,021           508,386
- ------------------------------------------------------------------------------------------------------------

From capital transactions:
     Net premiums                                           107,140,555       153,728,177        52,511,585
     Transfers (to) from the general account of
         Life of Virginia:
             Death benefits                                  (1,753,311)         (781,386)           (4,954)
             Surrenders                                     (18,383,973)       (8,255,412)       (2,099,100)
             Administrative expense (note 3)                   (134,339)          (78,769)          (17,072)
             Transfer gain (loss) and transfer fees            (130,614)           28,173            52,426
         Transfers (to) from the Guarantee
             Account (note 1)                                10,195,112         4,298,099         4,957,966
     Interfund transfers                                    (67,593,593)      (93,981,321)      (30,878,764)
- ------------------------------------------------------------------------------------------------------------

Increase in net assets from capital transactions             29,339,837        54,957,561        24,522,087
- ------------------------------------------------------------------------------------------------------------

Increase in net assets                                       33,507,531        57,883,582        25,030,473

Net assets at beginning of year                              90,187,173        32,303,591         7,273,118
- ------------------------------------------------------------------------------------------------------------

Net assets at end of year                                   123,694,704        90,187,173        32,303,591
- ------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>


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

                          GE Investments Funds, Inc. (formerly Life of Virginia Series Fund, Inc.) (continued)
- --------------------------------------------------------------------------------------------------------------

                                                                            Total Return
                                                                                Fund
- --------------------------------------------------------------------------------------------------------------
                                                                                Year ended December 31,
                                                                    1997              1996               1995
- --------------------------------------------------------------------------------------------------------------
<S> <C>
Increase (decrease) in net assets From operations:
     Net investment income (expense)                             5,602,393         8,962,291          1,389,047
     Net realized gain (loss)                                     (454,827)          614,446            308,073
     Unrealized appreciation (depreciation)
         on investments                                            657,828        (6,827,262)         1,987,241
- ----------------------------------------------------------------------------------------------------------------

Increase in net assets from operations                           5,805,394         2,749,475          3,684,361
- ----------------------------------------------------------------------------------------------------------------

From capital transactions:
     Net premiums                                                5,641,626         8,515,814          4,777,568
     Transfers (to) from the general account of
         Life of Virginia:
             Death benefits                                       (271,179)         (153,153)          (184,615)
             Surrenders                                         (2,558,265)         (946,894)          (685,070)
             Administrative expense (note 3)                       (60,731)          (51,588)           (40,610)
             Transfer gain (loss) and transfer fees                (15,082)          (69,616)             5,627
         Transfers (to) from the Guarantee
             Account (note 1)                                    2,622,768           919,901            401,449
     Interfund transfers                                          (231,875)           75,151          2,419,115
- ----------------------------------------------------------------------------------------------------------------

Increase in net assets from capital transactions                 5,127,262         8,289,615          6,693,464
- ----------------------------------------------------------------------------------------------------------------

Increase in net assets                                          10,932,656        11,039,090         10,377,825

Net assets at beginning of year                                 33,594,461        22,555,371         12,177,546
- ----------------------------------------------------------------------------------------------------------------

Net assets at end of year                                       44,527,117        33,594,461         22,555,371
- ----------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


LIFE OF VIRGINIA SEPARATE ACCOUNT 4

Statements of  Changes in Net Assets, Continued

<TABLE>
<CAPTION>


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

                                                     GE Investments Funds, Inc. (formerly Life of Virginia Series Fund, Inc.)
                                                                                   (continued)
                                                                   ---------------------------------------------


                                                                                 International
                                                                                     Equity
                                                                                      Fund
                                                                   --------------------------------------------
                                                                                                    Period from
                                                                                                       May 23,
                                                                    Year ended         Year ended      1995 to
                                                                    December 31,      December 31,   December 31,
                                                                        1997               1996         1995
- ------------------------------------------------------------------------------------------------------------------
<S> <C>
Increase (decrease) in net assets From operations:
     Net investment income                                         $  2,572,712          999,110        26,712
     Net realized gain (loss)                                           665,649           86,537           646
     Unrealized appreciation (depreciation) on investments           (1,565,382)         (11,119)       25,880
- -------------------------------------------------------------------------------------------------------------------

Increase in net assets from operations                                1,672,979          1,074,528        53,238
- -------------------------------------------------------------------------------------------------------------------

From capital transactions:
     Net premiums                                                     1,854,537          2,563,735       332,761
     Transfers (to) from the general account of Life of Virginia:
         Death benefits                                                  (2,360)            (3,522)       (2,053)
         Surrenders                                                    (349,063)          (103,501)       (1,796)
         Administrative expense (note 3)                                (10,458)            (6,060)         (661)
         Transfer gain and transfer fees                                 49,348            (92,027)        1,565
         Capital contribution                                                 -         10,925,561             -
     Transfers from the Guarantee Account (note 1)                    1,095,648            557,466       101,612
     Interfund transfers                                                664,758          1,263,184     1,237,114
- -------------------------------------------------------------------------------------------------------------------

Increase in net assets from capital transactions                      3,302,410         15,104,836     1,668,542
- -------------------------------------------------------------------------------------------------------------------

Increase in net assets                                                4,975,389         16,179,364     1,721,780

Net assets at beginning of period                                    17,901,144          1,721,780             -
- -------------------------------------------------------------------------------------------------------------------

Net assets at end of period                                        $ 22,876,533         17,901,144     1,721,780
- -------------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>


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

                                                                             GE Investments Funds, Inc. (formerly Life of Virginia
                                                                                      Series Fund, Inc.) (continued)
                                                                            -------------------------------------------------------


                                                                                                 Real Estate
                                                                                                 Securities
                                                                                                    Fund
                                                                            -------------------------------------------------------
                                                                                                                       Period from
                                                                                                                            May 2,
                                                                                 Year ended          Year ended            1995 to
                                                                                 December 31,       December 31,       December 31,
                                                                                       1997                1996               1995
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Increase (decrease) in net assets From operations:
     Net investment income                                                        5,164,666           1,578,261            667,676
     Net realized gain (loss)                                                     2,710,582             299,159             24,928
     Unrealized appreciation (depreciation) on investments                       (1,305,117)          4,059,521          1,049,744
- -----------------------------------------------------------------------------------------------------------------------------------

Increase in net assets from operations                                            6,570,131           5,936,941          1,742,348
- -----------------------------------------------------------------------------------------------------------------------------------

From capital transactions:
     Net premiums                                                                10,679,221           2,949,990            301,414
     Transfers (to) from the general account of Life of Virginia:
         Death benefits                                                             (18,462)                  -             (1,392)
         Surrenders                                                                (654,786)            (41,760)            (1,136)
         Administrative expense (note 3)                                            (19,846)             (3,136)              (286)
         Transfer gain and transfer fees                                            122,915            (107,856)             1,212
         Capital contribution                                                             -                   -         10,000,000
     Transfers from the Guarantee Account (note 1)                                4,443,497             539,647             70,614
     Interfund transfers                                                          5,849,780           4,063,439            261,308
- -----------------------------------------------------------------------------------------------------------------------------------

Increase in net assets from capital transactions                                 20,402,319           7,400,324         10,631,734
- -----------------------------------------------------------------------------------------------------------------------------------

Increase in net assets                                                           26,972,450          13,337,265         12,374,082

Net assets at beginning of period                                                25,711,347          12,374,082                  -
- -----------------------------------------------------------------------------------------------------------------------------------

Net assets at end of period                                                      52,683,797          25,711,347         12,374,082
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>


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

                                                                                GE Investments Funds, Inc.
                                                                (formerly Life of Virginia Series Fund, Inc.) (continued)
                                                                ----------------------------------------------------------------


                                                                              Global              Value
                                                                              Income              Equity            Income
                                                                               Fund                Fund              Fund
                                                                         ------------------  ----------------- -----------------
                                                                               Period from        Period from       Period from
                                                                                    May 1,             May 1,      December 12,
                                                                                   1997 to            1997 to          1997 to
                                                                              December 31,        December 31,     December 31,
                                                                                      1997               1997              1997
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Increase (decrease) in net assets From operations:
     Net investment income                                                         297,690            104,481            43,837
     Net realized gain (loss)                                                        2,417            357,048            (6,710)
     Unrealized appreciation (depreciation) on investments                        (124,348)           885,799           (12,199)
- --------------------------------------------------------------------------------------------------------------------------------

Increase in net assets from operations                                             175,759          1,347,328            24,928
- --------------------------------------------------------------------------------------------------------------------------------

From capital transactions:
     Net premiums                                                                  198,123          3,244,942            19,521
     Transfers (to) from the general account of Life of Virginia:
         Death benefits                                                                  -             (1,960)                -
         Surrenders                                                                 (5,701)           (75,503)          (59,137)
         Administrative expense (note 3)                                              (209)            (1,938)           (2,414)
         Transfer gain and transfer fees                                              (472)            15,109              (467)
         Capital contribution                                                    5,000,000          3,000,000                 -
     Transfers from the Guarantee Account (note 1)                                 234,749          2,034,025            52,096
     Interfund transfers                                                           513,049          6,338,005        21,976,333
- --------------------------------------------------------------------------------------------------------------------------------

Increase in net assets from capital transactions                                 5,939,539         14,552,680        21,985,932
- --------------------------------------------------------------------------------------------------------------------------------

Increase in net assets                                                           6,115,298         15,900,008        22,010,860

Net assets at beginning of period                                                        -                  -                 -
- --------------------------------------------------------------------------------------------------------------------------------

Net assets at end of period                                                      6,115,298         15,900,008        22,010,860
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


LIFE OF VIRGINIA SEPARATE ACCOUNT 4

Statements of  Changes in Net Assets, Continued

<TABLE>
<CAPTION>


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

                                                                                Oppenheimer Variable Account Funds
                                                                     --------------------------------------------------------

                                                                                             Money
                                                                                              Fund
                                                                     -------------------------------------------------------
                                                                                              Year ended December 31,
                                                                                 1997               1996               1995
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C>
Increase (decrease) in net assets From operations:
     Net investment income (expense)                              $            84,803            134,874            239,141
     Net realized gain                                                              -                  -                  -
     Unrealized appreciation (depreciation) on investments                          -                  -                  -
- -----------------------------------------------------------------------------------------------------------------------------

Increase in net assets from operations                                         84,803            134,874            239,141
- -----------------------------------------------------------------------------------------------------------------------------

From capital transactions:
     Net premiums                                                                 440              1,000          1,236,189
     Transfers (to) from the general account of Life of Virginia:
         Death benefits                                                             -            (25,650)                 -
         Surrenders                                                      $    (84,605)          (248,877)          (534,163)
         Administrative expense (note 3)                                            -             (7,741)           (12,911)
         Transfer gain (loss) and transfer fees                                (4,611)            (6,711)           (10,807)
     Transfers (to) from the Guarantee Account (note 1)                        (9,897)           (72,686)          (522,980)
     Interfund transfers                                                   (2,736,806)        (1,858,335)        (3,724,005)
- -----------------------------------------------------------------------------------------------------------------------------

Increase (decrease) in net assets from capital transactions                (2,835,479)        (2,219,000)        (3,568,677)
- -----------------------------------------------------------------------------------------------------------------------------

Increase (decrease) in net assets                                          (2,750,676)        (2,084,126)        (3,329,536)

Net assets at beginning of year                                             2,750,676          4,834,802          8,164,338
- -----------------------------------------------------------------------------------------------------------------------------

Net assets at end of year                                         $                 -          2,750,676          4,834,802
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>


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

                                                                     Oppenheimer Variable Account Funds (continued)
                                                                  --------------------------------------------------------

                                                                                          Bond
                                                                                          Fund
                                                                  -------------------------------------------------------
                                                                                          Year ended December 31,
                                                                             1997                1996               1995
- --------------------------------------------------------------------------------------------------------------------------
<S> <C>
Increase (decrease) in net assets From operations:
     Net investment income (expense)                                    1,822,818           1,437,401          1,001,313
     Net realized gain                                                    187,695             106,242             53,120
     Unrealized appreciation (depreciation) on investments                663,371            (442,815)         1,654,610
- --------------------------------------------------------------------------------------------------------------------------

Increase in net assets from operations                                  2,673,884           1,100,828          2,709,043
- --------------------------------------------------------------------------------------------------------------------------

From capital transactions:
     Net premiums                                                       3,472,666           6,447,661          3,897,393
     Transfers (to) from the general account of Life of Virginia:
         Death benefits                                                  (234,610)           (255,232)          (103,070)
         Surrenders                                                    (2,350,488)         (1,174,644)        (1,044,752)
         Administrative expense (note 3)                                  (53,814)            (47,633)           (43,224)
         Transfer gain (loss) and transfer fees                           (12,509)             15,212            (70,035)
     Transfers (to) from the Guarantee Account (note 1)                 3,535,189           1,424,034            277,812
     Interfund transfers                                                1,076,424           1,248,636          1,434,738
- --------------------------------------------------------------------------------------------------------------------------

Increase (decrease) in net assets from capital transactions             5,432,858           7,658,034          4,348,862
- --------------------------------------------------------------------------------------------------------------------------

Increase (decrease) in net assets                                       8,106,742           8,758,862          7,057,905

Net assets at beginning of year                                        31,638,941          22,880,079         15,822,174
- --------------------------------------------------------------------------------------------------------------------------

Net assets at end of year                                              39,745,683          31,638,941         22,880,079
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>


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

                                                                         Oppenheimer Variable Account Funds (continued)
                                                                 --------------------------------------------------------
                                                                                        Capital
                                                                                      Appreciation
                                                                                          Fund
                                                                 ------------------------------------------------------
                                                                                         Year ended December 31,
                                                                             1997               1996              1995
- -------------------------------------------------------------------------------------------------------------------------
<S> <C>
Increase (decrease) in net assets From operations:
     Net investment income (expense)                                    5,840,622          4,562,994          (536,250)
     Net realized gain                                                  6,868,228          6,301,279         1,666,666
     Unrealized appreciation (depreciation) on investments              5,927,622          7,478,382        18,977,772
- -------------------------------------------------------------------------------------------------------------------------

Increase in net assets from operations                                 18,636,472         18,342,655        20,108,188
- -------------------------------------------------------------------------------------------------------------------------

From capital transactions:
     Net premiums                                                      25,418,900         35,523,585        13,056,769
     Transfers (to) from the general account of Life of Virginia:
         Death benefits                                                  (450,528)          (577,949)         (315,870)
         Surrenders                                                    (7,755,383)        (5,679,609)       (3,725,572)
         Administrative expense (note 3)                                 (291,649)          (237,053)         (179,980)
         Transfer gain (loss) and transfer fees                           (53,714)          (234,268)         (110,449)
     Transfers (to) from the Guarantee Account (note 1)                13,461,161          5,093,547           910,511
     Interfund transfers                                                   37,796         16,982,928           899,125
- -------------------------------------------------------------------------------------------------------------------------

Increase (decrease) in net assets from capital transactions            30,366,583         50,871,181        10,534,534
- -------------------------------------------------------------------------------------------------------------------------

Increase (decrease) in net assets                                      49,003,055         69,213,836        30,642,722

Net assets at beginning of year                                       158,844,181         89,630,345        58,987,623
- -------------------------------------------------------------------------------------------------------------------------

Net assets at end of year                                             207,847,236        158,844,181        89,630,345
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>


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

                                                                     Oppenheimer Variable Account Funds (continued)
                                                                ------------------------------------------------------

                                                                                           Growth
                                                                                             Fund
                                                                ------------------------------------------------------
                                                                                     Year ended December 31,
                                                                            1997              1996               1995
- ----------------------------------------------------------------------------------------------------------------------
<S> <C>
Increase (decrease) in net assets From operations:
     Net investment income (expense)                                   3,539,022         2,510,530            127,293
     Net realized gain                                                 5,826,603         1,959,742            739,151
     Unrealized appreciation (depreciation) on investments            11,621,155         5,568,726          5,287,316
- ----------------------------------------------------------------------------------------------------------------------

Increase in net assets from operations                                20,986,780        10,038,998          6,153,760
- ----------------------------------------------------------------------------------------------------------------------

From capital transactions:
     Net premiums                                                     31,719,458        15,322,231          8,623,363
     Transfers (to) from the general account of Life of Virginia:
         Death benefits                                                 (350,617)         (246,052)           (11,683)
         Surrenders                                                   (5,238,134)       (1,802,707)          (531,276)
         Administrative expense (note 3)                                (138,883)          (79,593)           (49,718)
         Transfer gain (loss) and transfer fees                          (28,403)           (9,390)            (2,381)
     Transfers (to) from the Guarantee Account (note 1)               12,928,357         2,323,647            807,793
     Interfund transfers                                              11,277,889         8,265,699          5,644,624
- ----------------------------------------------------------------------------------------------------------------------

Increase (decrease) in net assets from capital transactions           50,169,667        23,773,835         14,480,722
- ----------------------------------------------------------------------------------------------------------------------

Increase (decrease) in net assets                                     71,156,447        33,812,833         20,634,482

Net assets at beginning of year                                       67,859,369        34,046,536         13,412,054
- ----------------------------------------------------------------------------------------------------------------------

Net assets at end of year                                            139,015,816        67,859,369         34,046,536
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

LIFE OF VIRGINIA SEPARATE ACCOUNT 4

Statements of  Changes in Net Assets, Continued

<TABLE>
<CAPTION>


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

                                                                           Oppenheimer Variable Account Funds (continued)
                                                                     --------------------------------------------------------
                                                                                              High
                                                                                             Income
                                                                                              Fund
                                                                     -------------------------------------------------------
                                                                                              Year ended December 31,
                                                                                 1997               1996               1995
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C>
Increase (decrease) in net assets From operations:
     Net investment income                                        $         7,741,474          5,561,338          3,110,351
     Net realized gain (loss)                                               1,298,149            763,575           (105,319)
     Unrealized appreciation (depreciation) on investments                  2,089,422          2,079,281          2,497,291
- -----------------------------------------------------------------------------------------------------------------------------

Increase in net assets from operations                                     11,129,045          8,404,194          5,502,323
- -----------------------------------------------------------------------------------------------------------------------------

From capital transactions:
     Net premiums                                                          21,931,355         22,356,655         11,530,804
     Transfers (to) from the general account of Life of Virginia:
         Death benefits                                                      (689,590)          (693,092)           (69,961)
         Surrenders                                                        (5,920,831)        (2,655,530)        (1,461,891)
         Administrative expense (note 3)                                     (139,006)          (100,320)           (73,580)
         Transfer gain (loss) and transfer fees                              (112,330)           (25,953)           144,255
     Transfers (to) from the Guarantee Account (note 1)                    12,750,648          3,777,050          1,497,477
     Interfund transfers                                                   23,573,698          9,730,803          2,860,809
- -----------------------------------------------------------------------------------------------------------------------------

Increase in net assets from capital transactions                           51,393,944         32,389,613         14,427,913
- -----------------------------------------------------------------------------------------------------------------------------

Increase in net assets                                                     62,522,989         40,793,807         19,930,236

Net assets at beginning of year                                            85,762,637         44,968,830         25,038,594
- -----------------------------------------------------------------------------------------------------------------------------

Net assets at end of year                                         $       148,285,626         85,762,637         44,968,830
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>


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

                                                                     Oppenheimer Variable Account Funds (continued)
                                                                  -------------------------------------------------------
                                                                                        Multiple
                                                                                       Strategies
                                                                                          Fund
                                                                  -------------------------------------------------------
                                                                                          Year ended December 31,
                                                                             1997                1996               1995
- -------------------------------------------------------------------------------------------------------------------------
<S> <C>
Increase (decrease) in net assets From operations:
     Net investment income                                              3,690,801           2,771,962          2,110,596
     Net realized gain (loss)                                           1,435,981             701,256            353,442
     Unrealized appreciation (depreciation) on investments              4,025,778           2,786,345          3,750,075
- -------------------------------------------------------------------------------------------------------------------------

Increase in net assets from operations                                  9,152,560           6,259,563          6,214,113
- -------------------------------------------------------------------------------------------------------------------------

From capital transactions:
     Net premiums                                                       9,089,218           8,520,761          4,566,130
     Transfers (to) from the general account of Life of Virginia:
         Death benefits                                                  (332,263)           (389,751)          (183,215)
         Surrenders                                                    (4,493,985)         (2,097,537)        (1,641,635)
         Administrative expense (note 3)                                 (119,442)           (104,392)           (93,990)
         Transfer gain (loss) and transfer fees                            (8,995)            (27,395)           (65,699)
     Transfers (to) from the Guarantee Account (note 1)                 4,101,390           1,507,791            282,847
     Interfund transfers                                                  516,158             198,943            787,704
- -------------------------------------------------------------------------------------------------------------------------

Increase in net assets from capital transactions                        8,752,081           7,608,420          3,652,142
- -------------------------------------------------------------------------------------------------------------------------

Increase in net assets                                                 17,904,641          13,867,983          9,866,255

Net assets at beginning of year                                        54,118,912          40,250,929         30,384,674
- -------------------------------------------------------------------------------------------------------------------------

Net assets at end of year                                              72,023,553          54,118,912         40,250,929
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

LIFE OF VIRGINIA SEPARATE ACCOUNT 4

Statements of  Changes in Net Assets, Continued
<TABLE>
<CAPTION>



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

                                                                                Variable Insurance Products Fund
                                                                     --------------------------------------------------------

                                                                                          Money Market
                                                                                           Portfolio
                                                                     -------------------------------------------------------
                                                                                              Year ended December 31,
                                                                                 1997               1996               1995
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C>
Increase (decrease) in net assets From operations:
     Net investment income (expense)                              $           630,902          1,272,122          2,620,588
     Net realized gain                                                              -                  -                  -
     Unrealized appreciation (depreciation) on investments                          -                  -                  -
- -----------------------------------------------------------------------------------------------------------------------------

Increase in net assets from operations                                        630,902          1,272,122          2,620,588
- -----------------------------------------------------------------------------------------------------------------------------

From capital transactions:
     Net premiums                                                             (28,472)           117,921         36,176,530
     Transfers (to) from the general account of Life of Virginia:
         Death benefits                                                      (193,170)          (458,667)           103,982
         Surrenders                                                        (1,206,916)        (2,213,343)        (4,660,173)
         Administrative expense (note 3)                                      (39,130)           (65,257)          (121,073)
         Transfer gain (loss) and transfer fees                                86,971           (204,381)            49,754
     Transfers (to) from the Guarantee Account (note 1)                       (27,901)          (661,457)          (141,309)
     Interfund transfers                                                  (21,205,932)       (23,959,305)       (47,938,008)
- -----------------------------------------------------------------------------------------------------------------------------

Increase (decrease) in net assets from capital transactions               (22,614,550)       (27,444,489)       (16,530,297)
- -----------------------------------------------------------------------------------------------------------------------------

Increase (decrease) in net assets                                         (21,983,648)       (26,172,367)       (13,909,709)

Net assets at beginning of year                                            21,983,648         48,156,015         62,065,724
- -----------------------------------------------------------------------------------------------------------------------------

Net assets at end of year                                         $                 -         21,983,648         48,156,015
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>



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

                                                                      Variable Insurance Products Fund (continued)
                                                                 --------------------------------------------------------
                                                                                         High
                                                                                        Income
                                                                                       Portfolio
                                                                 -------------------------------------------------------
                                                                                         Year ended December 31,
                                                                            1997                1996               1995
- -------------------------------------------------------------------------------------------------------------------------
<S> <C>
Increase (decrease) in net assets From operations:
     Net investment income (expense)                                   1,653,064           2,447,710            847,430
     Net realized gain                                                 4,673,705             479,085            425,760
     Unrealized appreciation (depreciation) on investments            (2,814,608)            308,688          2,702,738
- -------------------------------------------------------------------------------------------------------------------------

Increase in net assets from operations                                 3,512,161           3,235,483          3,975,928
- -------------------------------------------------------------------------------------------------------------------------

From capital transactions:
     Net premiums                                                          8,207            (248,987)         7,262,170
     Transfers (to) from the general account of Life of Virginia:
         Death benefits                                                  (66,792)            (33,131)          (117,911)
         Surrenders                                                   (2,281,288)         (1,859,776)          (953,927)
         Administrative expense (note 3)                                 (46,012)            (54,571)           (51,018)
         Transfer gain (loss) and transfer fees                          (18,007)            (14,545)           (10,918)
     Transfers (to) from the Guarantee Account (note 1)                  (23,044)           (109,624)           860,461
     Interfund transfers                                             (25,886,326)         (7,008,575)         4,509,566
- -------------------------------------------------------------------------------------------------------------------------

Increase (decrease) in net assets from capital transactions          (28,313,262)         (9,329,209)        11,498,423
- -------------------------------------------------------------------------------------------------------------------------

Increase (decrease) in net assets                                    (24,801,101)         (6,093,726)        15,474,351

Net assets at beginning of year                                       24,801,101          30,894,827         15,420,476
- -------------------------------------------------------------------------------------------------------------------------

Net assets at end of year                                                      -          24,801,101         30,894,827
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>



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

                                                                       Variable Insurance Products Fund (continued)
                                                                 --------------------------------------------------------
                                                                                        Equity-
                                                                                         Income
                                                                                       Portfolio
                                                                 ------------------------------------------------------
                                                                                         Year ended December 31,
                                                                             1997               1996              1995
- -------------------------------------------------------------------------------------------------------------------------
<S> <C>
Increase (decrease) in net assets From operations:
     Net investment income (expense)                                   35,860,097          8,352,818         7,899,366
     Net realized gain                                                 15,417,526          9,394,625         4,284,587
     Unrealized appreciation (depreciation) on investments             65,899,106         23,601,942        37,953,951
- -------------------------------------------------------------------------------------------------------------------------

Increase in net assets from operations                                117,176,729         41,349,385        50,137,904
- -------------------------------------------------------------------------------------------------------------------------

From capital transactions:
     Net premiums                                                      78,673,490         91,217,558        63,044,040
     Transfers (to) from the general account of Life of Virginia:
         Death benefits                                                (3,144,602)        (2,317,929)         (623,306)
         Surrenders                                                   (22,544,378)       (12,923,609)       (7,390,359)
         Administrative expense (note 3)                                 (744,663)          (565,181)         (384,060)
         Transfer gain (loss) and transfer fees                          (156,609)           (81,577)         (128,097)
     Transfers (to) from the Guarantee Account (note 1)                34,236,802         14,669,920         8,592,478
     Interfund transfers                                                4,787,401         12,688,430        43,164,815
- -------------------------------------------------------------------------------------------------------------------------

Increase (decrease) in net assets from capital transactions            91,107,441        102,687,612       106,275,511
- -------------------------------------------------------------------------------------------------------------------------

Increase (decrease) in net assets                                     208,284,170        144,036,997       156,413,415

Net assets at beginning of year                                       405,298,602        261,261,605       104,848,190
- -------------------------------------------------------------------------------------------------------------------------

Net assets at end of year                                             613,582,772        405,298,602       261,261,605
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>



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

                                                                      Variable Insurance Products Fund (continued)
                                                                 -----------------------------------------------------

                                                                                       Growth
                                                                                     Portfolio
                                                                 -----------------------------------------------------
                                                                                   Year ended December 31,
                                                                            1997              1996               1995
- ----------------------------------------------------------------------------------------------------------------------
<S> <C>
Increase (decrease) in net assets From operations:
     Net investment income (expense)                                   5,677,010        11,069,102         (1,129,143)
     Net realized gain                                                14,576,544         9,229,819          7,510,176
     Unrealized appreciation (depreciation) on investments            34,536,532         6,990,625         29,804,134
- ----------------------------------------------------------------------------------------------------------------------

Increase in net assets from operations                                54,790,086        27,289,546         36,185,167
- ----------------------------------------------------------------------------------------------------------------------

From capital transactions:
     Net premiums                                                     19,742,111        40,351,417         35,842,400
     Transfers (to) from the general account of Life of Virginia:
         Death benefits                                               (1,127,415)       (1,395,457)          (338,418)
         Surrenders                                                  (15,488,583)       (8,362,725)        (5,531,711)
         Administrative expense (note 3)                                (502,085)         (441,506)          (345,393)
         Transfer gain (loss) and transfer fees                          (84,076)         (243,398)            13,309
     Transfers (to) from the Guarantee Account (note 1)                9,277,787         7,334,280          3,842,828
     Interfund transfers                                              (3,139,585)       (3,259,632)        18,922,427
- ----------------------------------------------------------------------------------------------------------------------

Increase (decrease) in net assets from capital transactions            8,678,154        33,982,979         52,405,442
- ----------------------------------------------------------------------------------------------------------------------

Increase (decrease) in net assets                                     63,468,240        61,272,525         88,590,609

Net assets at beginning of year                                      251,545,367       190,272,842        101,682,233
- ----------------------------------------------------------------------------------------------------------------------

Net assets at end of year                                            315,013,607       251,545,367        190,272,842
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>


LIFE OF VIRGINIA SEPARATE ACCOUNT 4

Statements of  Changes in Net Assets, Continued
<TABLE>
<CAPTION>



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


                                                                            Variable Insurance Products Fund (continued)
                                                                      -------------------------------------------------------

                                                                                            Overseas
                                                                                            Portfolio
                                                                      ------------------------------------------------------



                                                                                           Year ended December 31,
                                                                                  1997               1996              1995
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C>
Increase (decrease) in net assets From operations:
     Net investment income (expense)                                $        7,902,090          1,063,898          (355,173)
     Net realized gain                                                       6,802,686          2,693,770           734,798
     Unrealized appreciation (depreciation) on investments                  (3,387,543)         7,585,836         6,428,977
- -----------------------------------------------------------------------------------------------------------------------------

Increase in net assets from operations                                      11,317,233         11,343,504         6,808,602
- -----------------------------------------------------------------------------------------------------------------------------

From capital transactions:
     Net premiums                                                            5,009,263         11,020,984        10,634,049
     Transfers (to) from the general account of Life of Virginia:
         Death benefits                                                       (527,674)          (528,522)         (556,976)
         Surrenders                                                         (5,102,924)        (3,972,175)       (3,063,268)
         Administrative expense (note 3)                                      (220,173)          (214,759)         (208,318)
         Transfer gain (loss) and transfer fees                                (38,435)           (85,300)          (53,050)
     Transfers (to) from Guarantee Account (note 1)                          3,378,950          3,116,987           590,771
     Interfund transfers                                                   (12,846,872)        (4,620,473)       (7,084,976)
- -----------------------------------------------------------------------------------------------------------------------------

Increase (decrease) in net assets from capital transactions                (10,347,865)         4,716,742           258,232
- -----------------------------------------------------------------------------------------------------------------------------

Increase (decrease) in net assets                                              969,368         16,060,246         7,066,834

Net assets at beginning of period                                          107,335,253         91,275,007        84,208,173
- -----------------------------------------------------------------------------------------------------------------------------

Net assets at end of period                                         $      108,304,621        107,335,253        91,275,007
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>



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


                                                                        Variable Insurance Products Fund II
                                                                 ---------------------------------------------------------
                                                                                          Asset
                                                                                         Manager
                                                                                        Portfolio
                                                                 --------------------------------------------------------



                                                                                          Year ended December 31,
                                                                              1997               1996               1995
- --------------------------------------------------------------------------------------------------------------------------
<S> <C>
Increase (decrease) in net assets From operations:
     Net investment income (expense)                                    47,434,844         23,741,639          4,159,147
     Net realized gain                                                   9,093,636          7,507,674          1,958,733
     Unrealized appreciation (depreciation) on investments              24,430,304         23,008,153         55,306,129
- --------------------------------------------------------------------------------------------------------------------------

Increase in net assets from operations                                  80,958,784         54,257,466         61,424,009
- --------------------------------------------------------------------------------------------------------------------------

From capital transactions:
     Net premiums                                                       12,956,133         15,580,792         21,217,331
     Transfers (to) from the general account of Life of Virginia:
         Death benefits                                                 (2,389,147)        (3,090,108)        (2,849,779)
         Surrenders                                                    (26,860,066)       (23,863,347)       (23,760,769)
         Administrative expense (note 3)                                (1,170,300)        (1,159,170)        (1,245,010)
         Transfer gain (loss) and transfer fees                         (5,281,252)        (2,150,299)          (305,606)
     Transfers (to) from Guarantee Account (note 1)                      4,580,560          2,112,849         (7,015,144)
     Interfund transfers                                               (14,758,069)       (31,512,425)       (58,702,053)
- --------------------------------------------------------------------------------------------------------------------------

Increase (decrease) in net assets from capital transactions            (32,922,141)       (44,081,708)       (72,661,030)
- --------------------------------------------------------------------------------------------------------------------------

Increase (decrease) in net assets                                       48,036,643         10,175,758        (11,237,021)

Net assets at beginning of period                                      435,838,169        425,662,411        436,899,432
- --------------------------------------------------------------------------------------------------------------------------

Net assets at end of period                                            483,874,812        435,838,169        425,662,411
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>



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


                                                                     Variable Insurance Products Fund II (continued)
                                                                 ------------------------------------------------------

                                                                                      Contrafund
                                                                                      Portfolio
                                                                 ------------------------------------------------------
                                                                                                           Period from
                                                                                                            January 5,
                                                                       Year ended        Year ended               1995
                                                                      December 31,       December 31,      December 31,
                                                                             1997              1996               1995
- -----------------------------------------------------------------------------------------------------------------------
<S> <C>
Increase (decrease) in net assets From operations:
     Net investment income (expense)                                    2,084,354          (688,227)           460,166
     Net realized gain                                                  9,468,307         2,738,082            905,255
     Unrealized appreciation (depreciation) on investments             26,750,686        17,275,767          4,218,866
- -----------------------------------------------------------------------------------------------------------------------

Increase in net assets from operations                                 38,303,347        19,325,622          5,584,287
- -----------------------------------------------------------------------------------------------------------------------

From capital transactions:
     Net premiums                                                      39,049,020        41,520,289         26,666,752
     Transfers (to) from the general account of Life of Virginia:
         Death benefits                                                  (778,781)         (569,391)           (17,699)
         Surrenders                                                    (7,578,528)       (3,409,236)          (676,614)
         Administrative expense (note 3)                                 (239,385)         (139,550)           (42,327)
         Transfer gain (loss) and transfer fees                            (1,813)           (6,491)           (28,134)
     Transfers (to) from Guarantee Account (note 1)                    20,874,655         8,894,897          4,851,438
     Interfund transfers                                                9,642,188        15,486,630         25,426,220
- -----------------------------------------------------------------------------------------------------------------------

Increase (decrease) in net assets from capital transactions            60,967,356        61,777,148         56,179,636
- -----------------------------------------------------------------------------------------------------------------------

Increase (decrease) in net assets                                      99,270,703        81,102,770         61,763,923

Net assets at beginning of period                                     142,866,693        61,763,923                  -
- -----------------------------------------------------------------------------------------------------------------------

Net assets at end of period                                           242,137,396       142,866,693         61,763,923
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>



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

                                                                     Variable Insurance Products
                                                                              Fund III
                                                                ------------------------------------
                                                                        Growth &             Growth
                                                                          Income      Opportunities
                                                                       Portfolio          Portfolio
                                                                ------------------------------------
                                                                    Period from         Period from
                                                                          May 1,             May 1,
                                                                         1997 to            1997 to
                                                                      December 31,     December 31,
                                                                            1997               1997
- ----------------------------------------------------------------------------------------------------
<S> <C>
Increase (decrease) in net assets From operations:
     Net investment income (expense)                                     (53,296)           (69,440)
     Net realized gain                                                   103,153             67,071
     Unrealized appreciation (depreciation) on investments               458,100          1,055,758
- ----------------------------------------------------------------------------------------------------

Increase in net assets from operations                                   507,957          1,053,389
- ----------------------------------------------------------------------------------------------------

From capital transactions:
     Net premiums                                                      5,782,503          6,759,512
     Transfers (to) from the general account of Life of Virginia
         Death benefits                                                   (2,062)           (11,218)
         Surrenders                                                     (116,741)          (178,411)
         Administrative expense (note 3)                                  (3,046)            (4,370)
         Transfer gain (loss) and transfer fees                          358,955                734
     Transfers (to) from Guarantee Account (note 1)                    2,665,501          2,684,605
     Interfund transfers                                               6,515,155          6,783,534
- ----------------------------------------------------------------------------------------------------

Increase (decrease) in net assets from capital transactions           15,200,265         16,034,386
- ----------------------------------------------------------------------------------------------------

Increase (decrease) in net assets                                     15,708,222         17,087,775

Net assets at beginning of period                                              -                  -
- ----------------------------------------------------------------------------------------------------

Net assets at end of period                                           15,708,222         17,087,775
- ----------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

LIFE OF VIRGINIA SEPARATE ACCOUNT 4

Statements of  Changes in Net Assets, Continued
<TABLE>
<CAPTION>



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

                                                                           Neuberger & Berman Advisers Management Trust
                                                                     ---------------------------------------------------------
                                                                                            Balanced
                                                                                           Portfolio
                                                                     -------------------------------------------------------
                                                                                              Year ended December 31,
                                                                                 1997               1996               1995
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Increase (decrease) in net assets From operations:
     Net investment income                                        $         1,655,053          4,845,109            362,981
     Net realized gain (loss)                                               5,097,861            419,822            895,552
     Unrealized appreciation (depreciation) on investments                 (2,501,835)        (3,501,201)         5,264,633
- ------------------------------------------------------------------------------------------------------------------------------

Increase in net assets from operations                                      4,251,079          1,763,730          6,523,166
- ------------------------------------------------------------------------------------------------------------------------------

From capital transactions:
     Net premiums                                                              (6,001)                 -          2,535,815
     Transfers (to) from the general account of Life of Virginia:
         Death benefits                                                      (126,435)          (191,199)          (153,937)
         Surrenders                                                        (2,675,228)        (2,074,244)        (1,503,514)
         Administrative expense (note 3)                                      (71,576)           (82,124)           (88,114)
         Transfer gain (loss) and transfer fees                               (78,959)           (12,205)             7,049
         Capital contribution                                                (629,209)                 -                  -
     Transfers (to) from the Guarantee Account (note 1)                      (185,078)           (37,694)          (134,229)
     Interfund transfers                                                  (31,241,057)        (3,810,712)        (2,179,193)
- ------------------------------------------------------------------------------------------------------------------------------

Increase (decrease) in net assets from capital transactions               (35,013,543)        (6,208,178)        (1,516,123)
- ------------------------------------------------------------------------------------------------------------------------------

Increase (decrease) in net assets                                         (30,762,464)        (4,444,448)         5,007,043

Net assets at beginning of year                                            30,762,464         35,206,912         30,199,869
- ------------------------------------------------------------------------------------------------------------------------------

Net assets at end of year                                         $                 -         30,762,464         35,206,912
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>



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

                                                               Neuberger & Berman Advisers Management Trust (continued)
                                                               --------------------------------------------------------
                                                                                        Bond
                                                                                      Portfolio
                                                                 ------------------------------------------------------
                                                                                        Year ended December 31,
                                                                           1997                1996               1995
- -----------------------------------------------------------------------------------------------------------------------
<S> <C>
Increase (decrease) in net assets From operations:
     Net investment income                                              450,958           1,079,940            747,631
     Net realized gain (loss)                                            12,018            (136,701)            45,793
     Unrealized appreciation (depreciation) on investments              (23,525)           (646,673)           816,276
- -----------------------------------------------------------------------------------------------------------------------

Increase in net assets from operations                                  439,451             296,566          1,609,700
- -----------------------------------------------------------------------------------------------------------------------

From capital transactions:
     Net premiums                                                         1,800                   -          4,761,820
     Transfers (to) from the general account of Life of Virginia:
         Death benefits                                                (196,037)           (225,838)            (7,505)
         Surrenders                                                    (508,821)           (366,908)          (522,591)
         Administrative expense (note 3)                                (15,911)            (24,278)           (37,167)
         Transfer gain (loss) and transfer fees                         (11,476)             (9,665)           (23,158)
         Capital contribution                                                 -                   -                  -
     Transfers (to) from the Guarantee Account (note 1)                 (86,454)            (92,797)           798,511
     Interfund transfers                                             (9,344,589)         (5,700,964)        (9,447,152)
- -----------------------------------------------------------------------------------------------------------------------

Increase (decrease) in net assets from capital transactions         (10,161,488)         (6,420,450)        (4,477,242)
- -----------------------------------------------------------------------------------------------------------------------

Increase (decrease) in net assets                                    (9,722,037)         (6,123,884)        (2,867,542)

Net assets at beginning of year                                       9,722,037          15,845,921         18,713,463
- -----------------------------------------------------------------------------------------------------------------------

Net assets at end of year                                                     -           9,722,037         15,845,921
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>



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

                                                                 Neuberger & Berman Advisers Management Trust (continued)
                                                                 -------------------------------------------------------
                                                                                          Growth
                                                                                        Portfolio
                                                                 -------------------------------------------------------
                                                                                          Year ended December 31,
                                                                              1997               1996              1995
- ------------------------------------------------------------------------------------------------------------------------
<S> <C>
Increase (decrease) in net assets From operations:
     Net investment income                                                 770,860          1,006,044           119,532
     Net realized gain (loss)                                            2,304,768            315,046           242,067
     Unrealized appreciation (depreciation) on investments                (880,241)          (363,320)        1,957,190
- ------------------------------------------------------------------------------------------------------------------------

Increase in net assets from operations                                   2,195,387            957,770         2,318,789
- ------------------------------------------------------------------------------------------------------------------------

From capital transactions:
     Net premiums                                                            6,456              4,370         2,833,430
     Transfers (to) from the general account of Life of Virginia:
         Death benefits                                                    (58,098)           (56,431)          (78,819)
         Surrenders                                                       (247,815)          (415,296)         (251,354)
         Administrative expense (note 3)                                   (22,353)           (25,172)          (23,723)
         Transfer gain (loss) and transfer fees                             (2,057)           (10,420)             (697)
         Capital contribution                                                    -                  -                 -
     Transfers (to) from the Guarantee Account (note 1)                          -            (14,970)           36,976
     Interfund transfers                                               (12,373,616)        (3,652,818)        1,961,133
- ------------------------------------------------------------------------------------------------------------------------

Increase (decrease) in net assets from capital transactions            (12,697,483)        (4,170,737)        4,476,946
- ------------------------------------------------------------------------------------------------------------------------

Increase (decrease) in net assets                                      (10,502,096)        (3,212,967)        6,795,735

Net assets at beginning of year                                         10,502,096         13,715,063         6,919,328
- ------------------------------------------------------------------------------------------------------------------------

Net assets at end of year                                                        -         10,502,096        13,715,063
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

LIFE OF VIRGINIA SEPARATE ACCOUNT 4

Statements of  Changes in Net Assets, Continued

<TABLE>
<CAPTION>


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

                                                                         Federated Investors Insurance
                                                                                       Series
                                                                  ---------------------------------------
                                                                                     American
                                                                                      Leaders
                                                                                      Fund II
                                                                  ---------------------------------------


                                                                                             Period from
                                                                           Year ended     May 6, 1996 to
                                                                         December 31,       December 31,
                                                                                 1997               1996
- ---------------------------------------------------------------------------------------------------------
<S> <C>
Increase (decrease) in net assets From operations:
     Net investment income (expense)                              $               (86)             3,974
     Net realized gain                                                        544,140             29,680
     Unrealized appreciation (depreciation)
         on investments                                                     3,385,309            162,046
- ---------------------------------------------------------------------------------------------------------

Increase in net assets
      from operations                                                       3,929,363            195,700
- ---------------------------------------------------------------------------------------------------------
From capital transactions:
     Net premiums                                                          13,540,849          2,249,062
     Transfers (to) from the general account
          of Life of Virginia:
             Death benefits                                                   (91,917)                 -
             Surrenders                                                      (423,567)           (28,376)
             Administrative expense (note 3)                                  (11,789)              (522)
             Transfer gain (loss) and transfer fees                               791              4,221
     Transfers from the Guarantee Account (note 1)                          4,966,466            146,563
     Interfund transfers                                                    9,208,512          1,208,370
- ---------------------------------------------------------------------------------------------------------

Increase in net assets from capital transactions                           27,189,345          3,579,318
- ---------------------------------------------------------------------------------------------------------

Increase in net assets                                                     31,118,708          3,775,018

Net assets at beginning of period                                           3,775,018                  -
- ---------------------------------------------------------------------------------------------------------

Net assets at end of period                                       $        34,893,726          3,775,018
- ---------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>


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

                                                                                     Federated Investors Insurance
                                                                                             Series (continued)
                                                                 ----------------------------------------------------------
                                                                                        High Income
                                                                                          Bond
                                                                                         Fund II
                                                                 ----------------------------------------------------------

                                                                                                             Period from
                                                                                                             February 3,
                                                                        Year ended        Year ended            1995 to
                                                                       December 31,      December 31,       December 31,
                                                                              1997              1996               1995
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C>
Increase (decrease) in net assets From operations:
     Net investment income (expense)                                       827,322           491,956             38,880
     Net realized gain                                                     630,351            31,769              3,368
     Unrealized appreciation (depreciation)
         on investments                                                  1,256,745           424,014             26,388
- ---------------------------------------------------------------------------------------------------------------------------

Increase in net assets
      from operations                                                    2,714,418           947,739             68,636
- ---------------------------------------------------------------------------------------------------------------------------
From capital transactions:
     Net premiums                                                        9,254,617         4,468,263          1,448,946
     Transfers (to) from the general account
          of Life of Virginia:
             Death benefits                                               (120,443)          (42,084)                 -
             Surrenders                                                   (861,128)         (428,701)           (12,805)
             Administrative expense (note 3)                               (18,435)           (5,233)              (601)
             Transfer gain (loss) and transfer fees                         (2,424)              (43)             5,535
     Transfers from the Guarantee Account (note 1)                       4,882,888           670,397            200,240
     Interfund transfers                                                 5,675,771         6,113,878            235,916
- ---------------------------------------------------------------------------------------------------------------------------

Increase in net assets from capital transactions                        18,810,846        10,776,477          1,877,231
- ---------------------------------------------------------------------------------------------------------------------------

Increase in net assets                                                  21,525,264        11,724,216          1,945,867

Net assets at beginning of period                                       13,670,083         1,945,867                  -
- ---------------------------------------------------------------------------------------------------------------------------

Net assets at end of period                                             35,195,347        13,670,083          1,945,867
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>


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

                                                                             Federated Investors Insurance
                                                                               Series (continued)
                                                                ------------------------------------------------------

                                                                                      Utility
                                                                                      Fund II
                                                                ------------------------------------------------------

                                                                                                          Period from
                                                                                                          January 27,
                                                                     Year ended         Year ended            1995 to
                                                                    December 31,      December 31,        December 31,
                                                                           1997               1996               1995
- -----------------------------------------------------------------------------------------------------------------------
<S> <C>
Increase (decrease) in net assets From operations:
     Net investment income (expense)                                    719,879            523,302            162,247
     Net realized gain                                                  731,431            336,527             90,613
     Unrealized appreciation (depreciation)
         on investments                                               4,302,272          1,113,241            914,307
- -----------------------------------------------------------------------------------------------------------------------

Increase in net assets
      from operations                                                 5,753,582          1,973,070          1,167,167
- -----------------------------------------------------------------------------------------------------------------------
From capital transactions:
     Net premiums                                                     3,510,754          7,032,730          4,723,697
     Transfers (to) from the general account
          of Life of Virginia:
             Death benefits                                             (63,646)          (172,666)                 -
             Surrenders                                              (1,420,075)          (708,499)          (150,715)
             Administrative expense (note 3)                            (32,050)           (25,376)            (7,470)
             Transfer gain (loss) and transfer fees                      (1,043)            11,752               (650)
     Transfers from the Guarantee Account (note 1)                    1,540,929          1,313,211            982,260
     Interfund transfers                                             (1,399,267)           830,436          5,539,763
- -----------------------------------------------------------------------------------------------------------------------

Increase in net assets from capital transactions                      2,135,602          8,281,588         11,086,885
- -----------------------------------------------------------------------------------------------------------------------

Increase in net assets                                                7,889,184         10,254,658         12,254,052

Net assets at beginning of period                                    22,508,710         12,254,052                  -
- -----------------------------------------------------------------------------------------------------------------------

Net assets at end of period                                          30,397,894         22,508,710         12,254,052
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>




<PAGE>

LIFE OF VIRGINIA SEPARATE ACCOUNT 4

Statements of  Changes in Net Assets, Continued


<TABLE>
<CAPTION>

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



                                                                                              Alger American
                                                                  --------------------------------------------------------------
                                                                                             Small
                                                                                              Cap
                                                                                           Portfolio
                                                                  --------------------------------------------------------------

                                                                                                                Period from
                                                                                                                 October 3,
                                                                           Year ended         Year ended             1995 to
                                                                           December 31,      December 31,        December 31,
                                                                                 1997               1996               1995
                                                                     -----------------------------------------------------------
<S> <C>

Increase (decrease) in net assets From operations:
     Net investment income (expense)                              $         1,245,506           (308,795)            (9,745)
     Net realized gain (loss)                                                 411,624           (122,299)           (20,417)
     Unrealized appreciation (depreciation)
         on investments                                                     4,016,910            (80,937)           (25,048)
- --------------------------------------------------------------------------------------------------------------------------------

Increase (decrease) in net assets
      from operations                                                       5,674,040           (512,031)           (55,210)
- --------------------------------------------------------------------------------------------------------------------------------
From capital transactions:
     Net premiums                                                          12,048,925         25,934,981          3,369,922
     Transfers (to) from the general account
          of Life of Virginia:
             Death benefits                                                  (296,448)          (167,439)                 -
             Surrenders                                                    (1,974,869)          (837,016)           (18,166)
             Administrative expense (note 3)                                  (69,752)           (32,819)            (1,420)
             Transfer gain (loss) and transfer fees                            20,656            (18,410)             7,625
     Transfers from the Guarantee Account  (note 1)                         9,339,897          5,067,731            298,188
     Interfund transfers                                                    1,782,889         10,297,239          3,969,177
- --------------------------------------------------------------------------------------------------------------------------------

Increase in net assets from capital transactions                           20,851,298         40,244,267          7,625,326
- --------------------------------------------------------------------------------------------------------------------------------

Increase in net assets                                                     26,525,338         39,732,236          7,570,116

Net assets at beginning of period                                          47,302,352          7,570,116                  -
- --------------------------------------------------------------------------------------------------------------------------------

Net assets at end of period                                       $        73,827,690         47,302,352          7,570,116
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>

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



                                                                                  Alger American
                                                                 ----------------------------------------------------

                                                                                     Growth
                                                                                    Portfolio
                                                                 ----------------------------------------------------

                                                                                                          Period from
                                                                                                           October 4,
                                                                     Year ended         Year ended            1995 to
                                                                   December 31,       December 31,       December 31,
                                                                           1997               1996               1995
                                                                 -----------------------------------------------------
<S> <C>

Increase (decrease) in net assets From operations:
     Net investment income (expense)                                 (282,901)            309,982             (6,776)
     Net realized gain (loss)                                       3,954,588             315,644             (2,380)
     Unrealized appreciation (depreciation)
         on investments                                             8,095,163           2,224,353             27,240
- ----------------------------------------------------------------------------------------------------------------------

Increase (decrease) in net assets
      from operations                                              11,766,850           2,849,979             18,084
- ----------------------------------------------------------------------------------------------------------------------
From capital transactions:
     Net premiums                                                  13,470,987          21,518,317          2,632,716
     Transfers (to) from the general account
          of Life of Virginia:
             Death benefits                                          (317,671)            (22,815)                 -
             Surrenders                                            (2,065,182)           (539,265)            (4,789)
             Administrative expense (note 3)                          (68,206)            (26,996)              (895)
             Transfer gain (loss) and transfer fees                  (390,379)            (32,858)             1,883
     Transfers from the Guarantee Account  (note 1)                 6,594,835           3,628,084            (47,006)
     Interfund transfers                                           (1,557,814)         11,823,073          2,922,881
- ----------------------------------------------------------------------------------------------------------------------

Increase in net assets from capital transactions                   15,666,570          36,347,540          5,504,790
- ----------------------------------------------------------------------------------------------------------------------

Increase in net assets                                             27,433,420          39,197,519          5,522,874

Net assets at beginning of period                                  44,720,393           5,522,874                  -
- ----------------------------------------------------------------------------------------------------------------------

Net assets at end of period                                        72,153,813          44,720,393          5,522,874
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>

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



                                                                      PBHG Insurance Series Fund
                                                              ------------------------------------
                                                                          PBHG               PBHG
                                                                     Large Cap          Growth II
                                                                     Portfolio          Portfolio
                                                              ------------------------------------

                                                                   Period from         Period from
                                                                        May 1,              May 1,
                                                                       1997 to             1997 to
                                                                  December 31,        December 31,
                                                                          1997                1997
                                                              ------------------------------------
<S> <C>

Increase (decrease) in net assets From operations:
     Net investment income (expense)                                   (17,112)           (30,512)
     Net realized gain (loss)                                           13,525              7,643
     Unrealized appreciation (depreciation)
         on investments                                                149,898            (89,829)
- --------------------------------------------------------------------------------------------------

Increase (decrease) in net assets
      from operations                                                  146,311           (112,698)
- --------------------------------------------------------------------------------------------------
From capital transactions:
     Net premiums                                                    1,239,113          3,502,382
     Transfers (to) from the general account
          of Life of Virginia:
             Death benefits                                               (715)                 -
             Surrenders                                                (12,383)           (53,142)
             Administrative expense (note 3)                              (684)            (1,455)
             Transfer gain (loss) and transfer fees                        865                787
     Transfers from the Guarantee Account  (note 1)                    610,146          1,108,447
     Interfund transfers                                             2,735,614          2,507,619
- --------------------------------------------------------------------------------------------------

Increase in net assets from capital transactions                     4,571,956          7,064,638
- --------------------------------------------------------------------------------------------------

Increase in net assets                                               4,718,267          6,951,940

Net assets at beginning of period                                            -                  -
- --------------------------------------------------------------------------------------------------

Net assets at end of period                                          4,718,267          6,951,940
- --------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

LIFE OF VIRGINIA SEPARATE ACCOUNT 4

Statements of  Changes in Net Assets, Continued


<TABLE>
<CAPTION>

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

                                                                                           Janus Aspen Series
                                                                         -------------------------------------------------------
                                                                                               Aggressive
                                                                                                 Growth
                                                                                               Portfolio
                                                                         ----------------------------------------------------

                                                                                              Year ended
                                                                                            December 31,
                                                                              1997                  1996             1995
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C>
Increase (decrease) in net assets From operations:
    Net investment income (expense)                                   $    (1,187,720)         (124,804)         237,054
    Net realized gain                                                       6,675,700         3,422,984        1,735,504
    Unrealized appreciation (depreciation) on investments                   5,540,954           109,555        7,840,280
- ----------------------------------------------------------------------------------------------------------------------------

Increase in net assets from operations                                     11,028,934         3,407,735        9,812,838
- ----------------------------------------------------------------------------------------------------------------------------

From capital transactions:
    Net premiums                                                           11,681,150        17,880,226       16,756,982
    Transfers (to) from the general account of Life of Virginia:
       Death benefits                                                        (427,386)         (394,284)         (86,506)
       Surrenders                                                          (2,997,601)       (2,851,517)      (1,216,524)
       Administrative expense (note 3)                                       (120,078)         (112,813)         (73,928)
       Transfer gain (loss) and transfer fees                                 (19,458)          (40,003)          38,529
    Transfers (to) from the Guarantee Account (note 1)                      4,987,441         3,328,781        2,434,875
    Interfund transfers                                                    (2,281,417)        8,025,078        7,553,096
- ----------------------------------------------------------------------------------------------------------------------------

Increase in net assets from capital transactions                           10,822,651        25,835,468       25,406,524
- ----------------------------------------------------------------------------------------------------------------------------

Increase in net assets                                                     21,851,585        29,243,203       35,219,362

Net assets at beginning of year                                            83,963,537        54,720,334       19,500,972
- ----------------------------------------------------------------------------------------------------------------------------

Net assets at end of year                                             $   105,815,122        83,963,537       54,720,334
- ----------------------------------------------------------------------------------------------------------------------------

</TABLE>




<TABLE>
<CAPTION>

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

                                                                                         Janus Aspen Series (continued)
                                                                  ----------------------------------------------------------------

                                                                                               Growth
                                                                                             Portfolio
                                                                  ----------------------------------------------------------------

                                                                                               Year ended
                                                                                               December 31,
                                                                                 1997                  1996                  1995
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Increase (decrease) in net assets From operations:
    Net investment income (expense)                                         3,288,014             1,820,512             1,088,723
    Net realized gain                                                       9,346,395             4,286,543             1,220,855
    Unrealized appreciation (depreciation) on investments                  23,212,981            11,457,707            11,886,046
- ----------------------------------------------------------------------------------------------------------------------------------

Increase in net assets from operations                                     35,847,390            17,564,762            14,195,624
- ----------------------------------------------------------------------------------------------------------------------------------

From capital transactions:
    Net premiums                                                           30,338,859            35,456,497            20,907,687
    Transfers (to) from the general account of Life of Virginia:
       Death benefits                                                      (1,849,634)             (483,092)             (292,563)
       Surrenders                                                          (9,041,380)           (3,747,509)           (1,304,563)
       Administrative expense (note 3)                                       (280,500)             (199,595)             (125,440)
       Transfer gain (loss) and transfer fees                                (152,642)             (208,664)              (42,445)
    Transfers (to) from the Guarantee Account (note 1)                     16,216,500             7,027,293             2,397,459
    Interfund transfers                                                     1,293,752            11,381,396            14,146,981
- ----------------------------------------------------------------------------------------------------------------------------------

Increase in net assets from capital transactions                           36,524,955            49,226,326            35,687,116
- ----------------------------------------------------------------------------------------------------------------------------------

Increase in net assets                                                     72,372,345            66,791,088            49,882,740

Net assets at beginning of year                                           151,696,572            84,905,484            35,022,744
- ----------------------------------------------------------------------------------------------------------------------------------

Net assets at end of year                                                 224,068,917           151,696,572            84,905,484
- ----------------------------------------------------------------------------------------------------------------------------------

</TABLE>


<TABLE>
<CAPTION>

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

                                                                                         Janus Aspen Series
                                                                -----------------------------------------------------------------
                                                                                            Worldwide
                                                                                             Growth
                                                                                            Portfolio
                                                                  ---------------------------------------------------------------

                                                                                               Year ended
                                                                                             December 31,
                                                                               1997                  1996                 1995
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Increase (decrease) in net assets From operations:
    Net investment income (expense)                                         834,801                676,021              (252,038)
    Net realized gain                                                    11,585,008              5,069,677               439,501
    Unrealized appreciation (depreciation) on investments                32,530,512             18,944,795             9,549,318
- ---------------------------------------------------------------------------------------------------------------------------------

Increase in net assets from operations                                   44,950,321             24,690,493             9,736,781
- ---------------------------------------------------------------------------------------------------------------------------------

From capital transactions:
    Net premiums                                                         77,908,754             45,862,046            14,202,159
    Transfers (to) from the general account of Life of Virginia:
       Death benefits                                                      (916,155)              (407,146)             (146,748)
       Surrenders                                                        (9,754,795)            (2,394,900)           (1,173,774)
       Administrative expense (note 3)                                     (346,218)              (172,873)              (87,512)
       Transfer gain (loss) and transfer fees                              (116,774)              (183,599)              (23,608)
    Transfers (to) from the Guarantee Account (note 1)                   30,845,279              8,313,366             1,874,804
    Interfund transfers                                                  25,144,972             42,049,450             7,110,222
- ---------------------------------------------------------------------------------------------------------------------------------

Increase in net assets from capital transactions                        122,765,063             93,066,344            21,755,543
- ---------------------------------------------------------------------------------------------------------------------------------

Increase in net assets                                                  167,715,384            117,756,837            31,492,324

Net assets at beginning of year                                         177,410,698             59,653,861            28,161,537
- ---------------------------------------------------------------------------------------------------------------------------------

Net assets at end of year                                               345,126,082            177,410,698            59,653,861
- ---------------------------------------------------------------------------------------------------------------------------------

</TABLE>




<PAGE>
LIFE OF VIRGINIA SEPARATE ACCOUNT 4

Statements of  Changes in Net Assets, Continued

<TABLE>
<CAPTION>


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

                                                                      Janus Aspen Series (continued)
                                                            -----------------------------------------------------------------

                                                                                    Balanced
                                                                                   Portfolio
                                                            --------------------------------------------------------------
                                                                                                               Period from
                                                                                                               October 11,
                                                                   Year ended            Year ended                1995 to
                                                                 December 31,          December 31,           December 31,
                                                                         1997                  1996                   1995
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C>
Increase (decrease) in net assets From operations:
    Net investment income (expense)                        $       931,355                 170,096                 10,290
    Net realized gain                                            1,239,519                 122,576                  9,364
    Unrealized appreciation (depreciation) on investments        4,013,343                 920,620                 37,909
- -----------------------------------------------------------------------------------------------------------------------------

Increase in net assets from operations                           6,184,217               1,213,292                 57,563
- -----------------------------------------------------------------------------------------------------------------------------

From capital transactions:
    Net premiums                                                15,654,806               8,643,527                619,039
    Transfers (to) from the general account of
      Life of Virginia:
       Death benefits                                              (98,529)                (37,496)                     -
       Surrenders                                               (1,560,191)               (271,087)               (61,992)
       Administrative expense (note 3)                             (34,113)                 (7,301)                  (379)
       Transfer gain (loss) and transfer fees                      (11,920)                  5,413                   (240)
    Transfer (to) from the Guarantee Account (note 1)            6,551,408               1,091,622                210,233
    Interfund transfers                                         34,492,843               3,850,513              1,147,007
- -----------------------------------------------------------------------------------------------------------------------------

Increase in net assets from capital transactions                54,994,304              13,275,191              1,913,668
- -----------------------------------------------------------------------------------------------------------------------------

Increase in net assets                                          61,178,521              14,488,483              1,971,231

Net assets at beginning of period                               16,459,714               1,971,231                      -
- -----------------------------------------------------------------------------------------------------------------------------

Net assets at end of period                                $    77,638,235              16,459,714              1,971,231
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>


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

                                                                             Janus Aspen Series (continued)
                                                                   --------------------------------------------------------------
                                                                                         Flexible
                                                                                          Income
                                                                                        Portfolio
                                                                   --------------------------------------------------------------
                                                                                                                 Period from
                                                                                                                 October 13,
                                                                      Year ended            Year ended               1995 to
                                                                    December 31,          December 31,          December 31,
                                                                            1997                  1996                  1995
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Increase (decrease) in net assets From operations:
    Net investment income (expense)                                      578,869               248,378                19,153
    Net realized gain                                                     86,470                 4,524                    29
    Unrealized appreciation (depreciation) on investments                269,390                68,898                (2,240)
- ---------------------------------------------------------------------------------------------------------------------------------

Increase in net assets from operations                                   934,729               321,800                16,942
- ---------------------------------------------------------------------------------------------------------------------------------

From capital transactions:
    Net premiums                                                       3,465,715             2,591,080               312,671
    Transfers (to) from the general account of Life of Virginia:
       Death benefits                                                    (55,866)                    -                     -
       Surrenders                                                       (425,891)              (29,518)                 (451)
       Administrative expense (note 3)                                    (8,897)               (2,717)                 (111)
       Transfer gain (loss) and transfer fees                              1,786                  (413)                  179
    Transfer (to) from the Guarantee Account (note 1)                  3,010,637               345,536                41,646
    Interfund transfers                                                2,406,219               992,086               419,589
- ---------------------------------------------------------------------------------------------------------------------------------

Increase in net assets from capital transactions                       8,393,703             3,896,054               773,523
- ---------------------------------------------------------------------------------------------------------------------------------

Increase in net assets                                                 9,328,432             4,217,854               790,465

Net assets at beginning of period                                      5,008,319               790,465                     -
- ---------------------------------------------------------------------------------------------------------------------------------

Net assets at end of period                                           14,336,751             5,008,319               790,465
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>


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

                                                                                                Janus Aspen Series (continued)
                                                                      -------------------------------------------------------------
                                                                                          International                    Capital
                                                                                              Growth                  Appreciation
                                                                                            Portfolio                    Portfolio
                                                                      ---------------------------------------   -------------------
                                                                                                 Period from           Period from
                                                                                                 May 3, 1996           May 2, 1997
                                                                              Year ended                  to                    to
                                                                            December 31,        December 31,          December 31,
                                                                                    1997                1996                  1997
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Increase (decrease) in net assets From operations:
    Net investment income (expense)                                          (167,651)                 9,055                (1,544)
    Net realized gain                                                       3,329,942                187,391                31,894
    Unrealized appreciation (depreciation) on investments                   1,235,644                586,615                12,182
- -----------------------------------------------------------------------------------------------------------------------------------

Increase in net assets from operations                                      4,397,935                783,061                42,532
- -----------------------------------------------------------------------------------------------------------------------------------

From capital transactions:
    Net premiums                                                           19,031,016              4,654,797               720,613
    Transfers (to) from the general account of Life of Virginia:
       Death benefits                                                        (197,552)                     -                     -
       Surrenders                                                          (1,293,141)               (51,116)              (37,177)
       Administrative expense (note 3)                                        (39,068)                (3,441)                 (826)
       Transfer gain (loss) and transfer fees                                  24,476                  3,766               (33,752)
    Transfer (to) from the Guarantee Account (note 1)                       8,279,728                935,954               446,414
    Interfund transfers                                                    10,950,154              7,189,157             1,531,771
- -----------------------------------------------------------------------------------------------------------------------------------

Increase in net assets from capital transactions                           36,755,613             12,729,117             2,627,043
- -----------------------------------------------------------------------------------------------------------------------------------

Increase in net assets                                                     41,153,548             13,512,178             2,669,575

Net assets at beginning of period                                          13,512,178                      -                     -
- -----------------------------------------------------------------------------------------------------------------------------------

Net assets at end of period                                                54,665,726             13,512,178             2,669,575
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>



See accompanying notes to financial statements.



<PAGE>

LIFE OF VIRGINIA SEPARATE ACCOUNT 4

Notes to Financial Statements

December 31, 1997

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



   (1)   Description of Entity

         Life  of  Virginia  Separate  Account  4 (the  Account)  is a  separate
         investment account established in 1987 by The Life Insurance Company of
         Virginia  (Life of  Virginia)  under  the laws of the  Commonwealth  of
         Virginia.  The Account  operates as a unit  investment  trust under the
         Investment  Company Act of 1940.  The  Account is used to fund  certain
         benefits for flexible premium variable  deferred annuity life insurance
         policies  issued by Life of  Virginia.  The Life  Insurance  Company of
         Virginia is a stock life insurance  company  operating  under a charter
         granted by the  Commonwealth  of  Virginia  on March 21,  1871.  Eighty
         percent of the  capital  stock of Life of  Virginia is owned by General
         Electric Capital Assurance  Corporation.  The remaining 20% is owned by
         GE  Financial  Assurance   Holdings,   Inc.  General  Electric  Capital
         Assurance  Corporation and GE Financial  Assurance  Holdings,  Inc. are
         indirectly,  wholly-owned subsidiaries of General Electric Capital ("GE
         Capital").  GE Capital, a diversified  financial services company, is a
         wholly-owned  subsidiary of General  Electric  Company (GE), a New York
         corporation.  Prior to April 1, 1996,  Life of Virginia was an indirect
         wholly-owned subsidiary of Aon Corporation (Aon).

         In May  1997,  seven  new  investment  subdivisions  were  added to the
         Account, for both Type I and II policies. The Growth & Income Portfolio
         and Growth  Opportunities  Portfolio each invest solely in a designated
         portfolio  of the  Variable  Insurance  Products  Fund III.  The Global
         Income  Fund  and  the  Value  Equity  Fund  each  invest  solely  in a
         designated  portfolio  of the GE  Investments  Funds,  Inc. The Capital
         Appreciation  Portfolio invests solely in a designated portfolio of the
         Janus Aspen  Series.  The Growth II Portfolio  and the Large Cap Growth
         Portfolio  each invest  solely in a  designated  portfolio  of the PBHG
         Insurance  Series Fund. All designated  portfolios  described above are
         series type mutual funds.

         During 1997, the Life of Virginia Series Fund, Inc. changed its name to
         the GE Investments  Funds, Inc. As a result the Life of Virginia Series
         Funds,  Inc.--Common Stock Index, Government Securities,  Money Market,
         Total  Return,   International   Equity  and  Real  Estate   Securities
         Portfolios were renamed the GE Investments Funds,  Inc.--S&P 500 Index,
         Government Securities, Money Market, Total Return, International Equity
         and Real Estate Securities Funds,  respectively.  On December 12, 1997,
         the Account added the GE Investments Funds,  Inc.--Income Fund as a new
         investment  subdivision and made the following  substitutions of shares
         held by the investment subdivisions:


<PAGE>



LIFE OF VIRGINIA SEPARATE ACCOUNT 4

Notes to Financial Statements



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



   (1)   Continued

<TABLE>
<S> <C>

           Before the Substitution                               After the Substitution

           Shares of Money Market Portfolio -                    Shares of Money Market Fund -
           Variable Insurance Products Fund                      GE Investments Funds, Inc.

           Shares of Money Fund -                                Shares of Money Market Fund -
           Oppenheimer Variable Account Funds                    GE Investments Funds, Inc.

           Shares of Bond  Portfolio -                           Shares of Income Fund Neuberger & Berman -
           Advisers Management Trust                             GE Investments Funds, Inc.

           Shares of High Income Portfolio -                     Shares of High Income Fund -
           Variable Insurance Products Fund                      Oppenheimer Variable Account Funds

           Shares of Growth Portfolio -                          Shares of Growth Portfolio -
           Neuberger & Berman Advisers Management Trust          Variable Insurance Products Fund

           Shares of Balanced Portfolio -                        Shares of Balanced Portfolio -
           Neuberger & Berman Advisers Management Trust          Janus Aspen Series
</TABLE>
         The  foregoing  substitutions  were carried out pursuant to an order of
         the Securities and Exchange Commission  (Commission) issued on December
         11, 1997,  with the approval of any necessary  department of insurance.
         The  effect  of  such  a  share  substitution  was to  replace  certain
         portfolios of Variable  Insurance Products Fund,  Oppenheimer  Variable
         Account  Funds,  GE  Investments  Funds,  Inc.,  and Neuberger & Berman
         Advisers  Management  Trust with those of GE Investments  Funds,  Inc.,
         Oppenheimer  Variable Account Funds,  Variable Insurance Products Fund,
         and Janus Aspen Series as investment options.



<PAGE>




   (1)   Continued

         In May 1996, two new investment subdivisions were added to the Account,
         for  both  Type  I and II  policies.  One of  these  subdivisions,  the
         International   Growth  Portfolio,   invests  solely  in  a  designated
         portfolio of the Janus Aspen  Series,  a series type mutual  fund.  The
         other new subdivision,  the American Leaders Fund II, invests solely in
         a designated  portfolio of the Federated  Investors Insurance Series, a
         series type mutual fund.

         During  1995,  nine  new  investment  subdivisions  were  added  to the
         Account, for both Type I and Type II policies.  The Utility Fund II and
         High Income Bond Fund II each invest  solely in a designated  portfolio
         of the Federated Investors Insurance Series, a series type mutual fund.
         The Contrafund  Portfolio  invests solely in a designated  portfolio of
         the Variable Insurance Products Fund II, a series type mutual fund. The
         International Equity Portfolio and the Real Estate Securities Portfolio
         each invest solely in a designated  portfolio of GE Investments  Funds,
         Inc., a series type mutual fund.  The Balanced  Portfolio  and Flexible
         Income  Portfolio  each invest solely in a designated  portfolio of the
         Janus Aspen Series, a series type mutual fund. The Growth Portfolio and
         Small Cap Portfolio each invest solely in a designated portfolio of the
         Alger American Fund, a series type mutual fund.

         In November  1995, six  subdivisions  were closed to new money for both
         Type I and Type II  policies.  For  each  policy  type,  three of these
         subdivisions,  the  Balanced  Portfolio,  Bond  Portfolio,  and  Growth
         Portfolio each invest solely in a designated  portfolio of the Advisers
         Management  Trust,  a series  type  mutual  fund.  The fourth and fifth
         closed  subdivisions,  the  Money  Market  Portfolio  and  High  Income
         Portfolio, each invest solely in a designated portfolio of the Variable
         Insurance  Products  Fund, a series type mutual fund.  The sixth closed
         subdivision,  the Money Fund, invests solely in a designated  portfolio
         of the Oppenheimer Variable Account Funds, a series type mutual fund.

         Policyowners may transfer cash values between the Account's  portfolios
         and the Guarantee  Account that is part of the general  account of Life
         of Virginia. Amounts transferred to the Guarantee Account earn interest
         at the interest  rate in effect at the time of such transfer and remain
         in effect for one year, after which a new rate may be declared.




<PAGE>



   (2)   Summary of Significant Accounting Policies

         Unit Classes

         There are two unit classes  included in the  Account.  Type I units are
         sold under  policy  form P1140 and P1141.  Type II units are sold under
         policy forms P1142,  P1142N and P1143.  Type II unit sales began in the
         third quarter of 1994.

         Investments

         Investments  are stated at fair value which is based on the  underlying
         net  asset  value  per  share of the  respective  portfolios  or funds.
         Purchases and sales of  investments  are recorded on the trade date and
         income  distributions  are recorded on the ex-dividend  date.  Realized
         gains and losses on  investments  are  determined  on the average  cost
         basis.  The units and unit values are disclosed as of the last business
         day in the applicable year or period.



<PAGE>



  (2)   Continued

         The aggregate cost of investments  acquired and the aggregate  proceeds
         of  investments  sold,  for the year or period ended  December 31, 1997
         were:

                                                   Cost of         Proceeds
                                                    Shares             from
Fund/Portfolio                                    Acquired      Shares Sold
- ----------------------------------------------------------------------------

GE Investments Funds, Inc.:
     S&P 500 Index                        $    132,222,938       31,818,054
     Government Securities                      10,499,388       23,055,080
     Money Market                              887,060,254      868,724,486
     Total Return                               30,724,166       10,679,067
     International Equity                       18,393,561       11,389,194
     Real Estate Securities                     43,204,050       16,152,111
     Global Income                               6,336,231          187,733
     Value Equity                               17,622,017        3,137,116
     Income                                     25,679,422        3,310,006

Oppenheimer Variable Account Funds:
     Money                                         314,112        3,030,625
     Bond                                       16,807,159        9,544,382
     Capital Appreciation                       93,466,672       56,992,604
     Growth                                     85,183,495       31,490,581
     High Income                                95,915,615       36,944,770
     Multiple Strategies                        23,819,771       11,316,157

Variable Insurance Products Fund:
     Money Market                                1,556,148       23,557,498
     High Income                                 3,620,650       30,349,068
     Equity - Income                           220,439,185       93,043,056
     Growth                                     83,553,084       68,794,613
     Overseas                                   72,741,759       71,928,713

Variable Insurance Products Fund II:
     Asset Manager                              85,456,484       70,466,360
     Contrafund                                118,473,800       55,310,933

Variable Insurance Products Fund III:
     Growth & Income                            18,484,934        3,417,350
     Growth Opportunities                       17,590,719        1,681,206
- ----------------------------------------------------------------------------



<PAGE>




  (2)   Continued



                                                    Cost of         Proceeds
                                                     Shares             from
Fund/Portfolio                                     Acquired      Shares Sold
- -----------------------------------------------------------------------------

Neuberger & Berman Advisers
  Management Trust:
     Balanced                             $       2,635,418       36,069,865
     Bond                                         1,856,865       11,649,317
     Growth                                         977,918       12,925,079

Federated Investors Insurance Series:
     American Leaders II                         32,823,606        5,793,581
     High Income Bond II                         38,421,195       18,759,547
     Utility                                     10,012,564        7,198,898
     II

Alger American:
     Small Cap                                   46,888,772       24,542,187
     Growth                                      46,869,978       31,444,158

PBHG Insurance Series Fund:
     PBHG Large Cap Growth                        6,296,317        1,710,929
     PBHG Growth II                               7,969,729        1,120,679

Janus Aspen Series:
     Aggressive Growth                           99,975,217       90,226,548
     Growth                                      86,207,354       46,144,088
     Worldwide Growth                           183,578,974       59,756,806
     Balanced                                    67,917,334       11,980,846
     Flexible Income                             12,301,658        3,313,161
     International Growth                        94,751,055       54,755,744
     Capital Appreciation                         5,675,613        3,007,685
- -----------------------------------------------------------------------------




         Capital Transactions

         The increase  (decrease)  in  outstanding  units for Type I and Type II
         from capital  transactions  for the years or periods ended December 31,
         1997, 1996 and 1995 are as follows:





<PAGE>


LIFE OF VIRGINIA SEPARATE ACCOUNT 4

Notes to Financial Statements


(2)      Continued

<TABLE>
<CAPTION>

                                                                       GE Investments Funds, Inc.
                                                 -----------------------------------------------------------------------------

                                                   S&P 500    Government       Money        Total  International   Real Estate
                                                     Index    Securities      Market       Return         Equity    Securities
Type I Units                                          Fund          Fund        Fund         Fund           Fund          Fund

<S> <C>
- ---------------------------------------------------------------------------------------------------------------------------------

Units outstanding at December 31, 1994             297,274       384,930     484,719      666,497              -            -

    Net premiums                                    37,545         7,450     265,952       38,485          5,889        3,842
    Transfers (to) from the
         general account of Life of Virginia:
             Death benefits                         (3,332)       (2,593)       (365)      (8,225)          (201)        (130)
             Surrenders                            (11,616)      (27,386)   (138,205)     (30,218)          (166)         (82)
             Administrative expenses                  (991)         (994)     (1,241)      (1,911)           (64)         (27)
    Transfers (to)/from the Guarantee Account       17,804           (78)    347,444        6,958          8,347        6,278
    Interfund transfers                            142,337        67,621     (64,330)      73,915        101,757       13,762
- ---------------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in units
    from capital transactions                      181,747        44,020     409,255       79,004        115,562       23,643
- ---------------------------------------------------------------------------------------------------------------------------------

Units outstanding at December 31, 1995             479,021       428,950     893,974      745,501        115,562       23,643

    Net premiums                                    34,082        36,100     706,581       33,745         22,527       14,587
    Transfers (to) from the
         general account of Life of Virginia:
             Death benefits                         (1,231)         (163)    (16,043)      (6,096)             -            -
             Surrenders                            (22,370)      (25,884)   (412,885)     (31,853)        (5,008)      (1,361)
             Administrative expenses                (1,347)       (1,204)     (4,925)      (2,175)          (446)        (192)
    Transfers (to)/from the Guarantee Account       37,400         4,534     358,505        1,905         22,249       21,124
    Interfund transfers                             54,702        62,264   1,023,952      (32,962)        52,528      147,118
- ---------------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in units
    from capital transactions                      101,236        75,647   1,655,185      (37,436)        91,850      181,276
- ---------------------------------------------------------------------------------------------------------------------------------

Units outstanding at December 31, 1996             580,257       504,597   2,549,159      708,065        207,412      204,919

    Net premiums                                    43,467         2,027     273,183       24,404       (153,291)     215,116
    Transfers (to) from the
         general account of Life of Virginia:
             Death benefits                         (2,505)       (3,654)    (88,771)      (5,480)             -            -
             Surrenders                            (34,875)      (27,521)   (773,658)     (56,645)       494,961     (112,838)
             Administrative expenses                (1,886)         (938)     (6,382)      (1,805)        20,280       (5,712)
    Transfers (to)/from the Guarantee Account       41,669         9,540     304,035        5,882       (736,706)     208,742
    Interfund transfers                            292,720      (484,051)  1,254,694      (42,593)     1,380,146      875,079
- ---------------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in units
    from capital transactions                      338,590      (504,597)    963,101      (76,237)     1,005,390    1,180,387
- ---------------------------------------------------------------------------------------------------------------------------------

Units outstanding at December 31, 1997             918,847             -   3,512,260      631,828      1,212,802    1,385,306
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>



                                                   GE Investments Funds, Inc.              Oppenheimer Variable Account Funds
                                               -----------------------------------     -------------------------------------------

                                                    Global                                                   Capital
                                                    Income  Value Equity    Income     Money        Bond   Appreciation   Growth
Type I Units                                          Fund        Fund        Fund      Fund        Fund        Fund        Fund
<S> <C>
- ----------------------------------------------------------------------------------     -------------------------------------------

Units outstanding at December 31, 1994                   -           -           -   549,261     967,029   2,708,957     734,287

    Net premiums                                         -           -           -    36,722     (11,303)    222,696    (521,582)
    Transfers (to) from the
         general account of Life of Virginia:
             Death benefits                              -           -           -         -         263     (31,865)     48,092
             Surrenders                                  -           -           -   (38,250)      5,282    (311,147)    564,254
             Administrative expenses                     -           -           -      (910)        309     (13,475)     27,690
    Transfers (to)/from the Guarantee Account            -           -           -   (33,828)     (4,115)     27,379     (11,025)
    Interfund transfers                                  -           -           -  (230,533)     (4,765)     45,448     144,969
- ----------------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in units
    from capital transactions                            -           -           -  (266,799)    (14,329)    (60,964)    252,398
- ----------------------------------------------------------------------------------------------------------------------------------

Units outstanding at December 31, 1995                   -           -           -   282,462     952,700   2,647,993     986,685

    Net premiums                                         -           -           -         -      (4,744)   (181,755)    267,359
    Transfers (to) from the
         general account of Life of Virginia:
             Death benefits                              -           -           -    (1,782)      2,016      44,441     (29,174)
             Surrenders                                  -           -           -   (16,283)      7,728     332,700    (364,042)
             Administrative expenses                     -           -           -      (531)        407      14,718     (16,121)
    Transfers (to)/from the Guarantee Account            -           -           -    (4,896)     (7,110)   (185,173)    105,286
    Interfund transfers                                  -           -           -   (96,465)     (9,728)     53,131     240,629
- ----------------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in units
    from capital transactions                            -           -           -  (119,957)    (11,431)     78,062     203,937
- ----------------------------------------------------------------------------------------------------------------------------------

Units outstanding at December 31, 1996                   -           -           -   162,505     941,269   2,726,055   1,190,622

    Net premiums                                    15,669      30,034         595         -      12,729      48,378      50,650
    Transfers (to) from the
         general account of Life of Virginia:
             Death benefits                              -           -           -         -      (4,708)     (2,476)     (1,990)
             Surrenders                             (2,874)     (1,979)     (5,500)   (5,366)   (114,775)   (146,760)    (99,247)
             Administrative expenses                  (489)       (345)       (199)     (298)     (2,868)     (6,721)     (2,955)
    Transfers (to)/from the Guarantee Account      131,841      33,741           -         -      30,993      33,837      40,477
    Interfund transfers                            372,751     418,170   1,300,742  (156,841)     66,990     (60,894)    114,256
- ----------------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in units
    from capital transactions                      516,898     479,621   1,295,638  (162,505)    (11,639)   (134,636)    101,191
- ----------------------------------------------------------------------------------------------------------------------------------

Units outstanding at December 31, 1997             516,898     479,621   1,295,638         -     929,630   2,591,419   1,291,813
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>




(2)      Continued
<TABLE>
<CAPTION>                                          Oppenheimer Variable
                                                      Account Funds                      Variable Insurance Products Fund
                                                 ----------------------- ----------------------------------------------------------

                                                      High    Multiple       Money        High     Equity-
                                                    Income  Strategies      Market      Income      Income     Growth    Overseas
Type I Units                                          Fund        Fund   Portfolio   Portfolio   Portfolio  Portfolio   Portfolio
- -----------------------------------------------  ---------------------------------------------------------------------------------
<S> <C>
Units outstanding at December 31, 1994           1,125,497   1,797,950   4,123,571     804,420   5,088,608  4,641,036   5,128,595

    Net premiums                                    44,999      65,632     730,434      85,480     485,381    247,726     200,203
    Transfers (to) from the
         general account of Life of Virginia:
             Death benefits                           (296)     (9,569)      8,759      (5,083)    (26,937)   (11,327)    (22,477)
             Surrenders                            (12,636)    (95,101)   (323,643)    (42,301)   (295,625)  (179,497)   (183,059)
             Administrative expenses                (1,249)     (5,559)     (8,471)     (2,631)    (16,777)   (12,038)    (12,905)
    Transfers (to)/from the Guarantee Account       10,579      (3,036)     36,658      35,020     214,956     67,303     (35,433)
    Interfund transfers                             96,818      12,445  (2,144,243)     83,390   1,492,501    433,983    (566,178)
- -----------------------------------------------  ---------- ----------------------------------------------------------------------

Net increase (decrease) in units
    from capital transactions                      138,215     (35,188) (1,700,506)    153,875   1,853,499    546,150    (619,849)
- -----------------------------------------------  ---------- ----------------------------------------------------------------------

Units outstanding at December 31, 1995           1,263,712   1,762,762   2,423,065     958,295   6,942,107  5,187,186   4,508,746

    Net premiums                                    15,693      26,028       8,114     (11,013)    209,607    133,676     102,472
    Transfers (to) from the
         general account of Life of Virginia:
             Death benefits                           (411)    (15,299)    (26,867)          -     (39,084)   (25,152)    (17,537)
             Surrenders                            (23,047)    (88,160)   (136,342)    (64,247)   (314,228)  (232,300)   (188,428)
             Administrative expenses                (1,163)     (4,615)     (4,247)     (2,193)    (16,695)   (13,593)    (11,116)
    Transfers (to)/from the Guarantee Account       13,792      26,304     (46,251)     (1,584)    129,570     60,757      48,453
    Interfund transfers                             89,651     (66,358) (1,024,299)   (147,328)    (63,823)  (278,909)   (373,467)
- -----------------------------------------------  ---------- ----------------------------------------------------------------------

Net increase (decrease) in units
    from capital transactions                       94,515    (122,100) (1,229,892)   (226,365)    (94,653)  (355,521)   (439,623)
- -----------------------------------------------  ---------- ----------------------------------------------------------------------

Units outstanding at December 31, 1996           1,358,227   1,640,662   1,193,173     731,930   6,847,454  4,831,665   4,069,123

    Net premiums                                    44,846      26,455      (2,769)          -     132,909     46,481      33,637
    Transfers (to) from the
         general account of Life of Virginia:
             Death benefits                         (6,846)     (7,589)     (3,458)     (2,224)    (25,251)   (14,556)    (15,035)
             Surrenders                            (87,976)   (127,118)    (72,594)    (65,456)   (376,813)  (325,620)   (189,716)
             Administrative expenses                (3,299)     (4,137)     (2,380)     (1,503)    (17,119)   (12,146)     (9,227)
    Transfers (to)/from the Guarantee Account       54,141      17,555      (1,822)       (257)     81,689     26,348      10,283
    Interfund transfers                            510,750       7,721  (1,110,150)   (662,490)    (53,531)   (84,347)   (500,805)
- -----------------------------------------------  ---------- ----------------------------------------------------------------------

Net increase (decrease) in units
    from capital transactions                      511,616     (87,113) (1,193,173)   (731,930)   (258,116)  (363,840)   (670,863)
- -----------------------------------------------  ---------- ----------------------------------------------------------------------

Units outstanding at December 31, 1997           1,869,843   1,553,549           -           -   6,589,338  4,467,825   3,398,260
- -----------------------------------------------  ---------- ----------------------------------------------------------------------
</TABLE>



(2)      Continued

<TABLE>
<CAPTION>
                                          Variable Insurance Products  Variable Insurance Products
                                                      Fund II                   Fund III             Advisers Management Trust
                                         ----------------------------  ---------------------------  -------------------------------

                                                    Asset               Growth &        Growth
                                                  Manager  Contrafund     Income    Opportunities  Balanced       Bond      Growth
Type I Units                                    Portfolio   Portfolio  Portfolio     Portfolio    Portfolio  Portfolio   Portfolio
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Units outstanding at December 31, 1994         27,382,848          -        -            -        2,303,795  1,644,509    619,834

    Net premiums                                  387,499    582,483        -            -           19,872   (319,688)   (14,507)
    Transfers (to) from the
         general account of Life of Virginia:
             Death benefits                      (158,949)    (1,220)       -            -             (260)    29,267      4,454
             Surrenders                        (1,411,202)   (39,641)       -            -          (16,268)    86,040     50,773
             Administrative expenses              (74,816)    (3,373)       -            -           (1,256)     8,665      2,990
    Transfers (to)/from the Guarantee Account    (514,204)    257,604       -            -           22,814     19,812     13,112
    Interfund transfers                        (3,617,814)  1,639,032       -            -         (302,761)  (529,362)    79,845
- ---------------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in units
    from capital transactions                  (5,389,486)  2,434,885       -            -         (277,859)  (705,266)   136,667
- ---------------------------------------------------------------------------------------------------------------------------------

Units outstanding at December 31, 1995         21,993,362   2,434,885       -            -        2,025,936    939,243    756,501

    Net premiums                                  164,394     191,853       -            -           -             692        -
    Transfers (to) from the
         general account of Life of Virginia:
             Death benefits                      (142,857)    (14,740)      -            -          (13,542)      (625)   (7,106)
             Surrenders                        (1,189,857)   (156,723)      -            -          (19,441)   (46,729)  (82,100)
             Administrative expenses              (60,017)     (7,215)      -            -           (1,491)    (2,782)   (3,304)
    Transfers (to)/from the Guarantee Account      (9,338)    168,994       -            -           (6,661)    (1,863)   (1,563)
    Interfund transfers                        (1,775,712)    480,447       -            -         (300,225)  (348,334) (131,122)
- ---------------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in units
    from capital transactions                  (3,013,387)    662,616       -            -         (341,360)  (399,641) (225,195)
- --------------------------------------------------------------------------------------------------------------------------------

Units outstanding at December 31, 1996         18,979,975   3,097,501       -            -        1,684,576    539,602   531,306

    Net premiums                                  152,156     110,477     41,831        30,072         (343)       141       348
    Transfers (to) from the
         general account of Life of Virginia:
             Death benefits                       (89,850)     (9,932)      -              -         (4,573)   (13,722)   (3,133)
             Surrenders                        (1,096,143)   (211,184)      (813)       (5,989)    (131,590)   (27,704)  (10,160)
             Administrative expenses              (52,182)     (7,854)      (183)         (318)      (3,702)    (1,043)   (1,125)
    Transfers (to)/from the Guarantee Account      25,895     101,581     19,562        24,545       (9,256)      (144)       -
    Interfund transfers                          (818,341)    215,612    233,932       293,107   (1,535,112)  (497,130) (517,236)
- ---------------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in units
    from capital transactions                  (1,878,465)    198,700    294,329       341,417   (1,684,576)  (539,602) (531,306)
- ---------------------------------------------------------------------------------------------------------------------------------

Units outstanding at December 31, 1997         17,101,510   3,296,201    294,329       341,417        -           -         -
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>



(2)    Continued

<TABLE>
<CAPTION>
                                                    Federated Investors Insurance                            PBHG Insurance
                                                                Series               Alger American            Series Fund
                                                ---------------------------------  ---------------------  --------------------
                                                  American        High
                                                   Leaders      Income                                   Large Cap
                                                 Portfolio       Bonds     Utility Small Cap     Growth     Growth   Growth II
Type I Units                                       Fund II     Fund II     Fund II Portfolio  Portfolio  Portfolio   Portfolio
<S> <C>
- ------------------------------------------------------------------------------------------------------------------------------

Units outstanding at December 31, 1994                   -           -           -          -          -          -          -

    Net premiums                                         -       6,661      74,380     67,353     46,215          -          -
    Transfers (to) from the
         general account of Life of Virginia:
             Death benefits                              -           -           -          -          -          -          -
             Surrenders                                  -         (60)       (682)      (606)      (423)         -          -
             Administrative expenses                     -         (15)       (144)      (147)       (90)         -          -
    Transfers (to)/from the Guarantee Account            -       1,534     126,922      8,574      4,799          -          -
    Interfund transfers                                  -      32,694     339,152    330,617    210,724          -          -
- ------------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in units
    from capital transactions                            -      40,814     539,628    405,791    261,225          -          -
- ------------------------------------------------------------------------------------------------------------------------------

Units outstanding at December 31, 1995                   -      40,814     539,628    405,791    261,225          -          -

    Net premiums                                     6,132      11,997      34,892    260,309    140,387          -          -
    Transfers (to) from the
         general account of Life of Virginia:
             Death benefits                              -      (1,489)    (13,689)   (10,458)         -          -          -
             Surrenders                               (234)     (8,472)    (35,752)   (35,446)   (31,027)         -          -
             Administrative expenses                   (47)       (273)     (1,868)    (2,659)    (2,129)         -          -
    Transfers (to)/from the Guarantee Account        1,547      23,451      31,866    150,713    122,150          -          -
    Interfund transfers                             68,264     145,478      (9,854)   571,403    700,068          -          -
- ------------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in units
    from capital transactions                       75,662     170,692       5,595    933,862    929,449          -          -
- ------------------------------------------------------------------------------------------------------------------------------

Units outstanding at December 31, 1996              75,662     211,506     545,223  1,339,653  1,190,674          -          -

    Net premiums                                    35,396      49,848       7,670    694,521     66,490      1,019     17,111
    Transfers (to) from the
         general account of Life of Virginia:
             Death benefits                              -        (469)       (853)   (42,319)    (2,907)         -          -
             Surrenders                             (1,961)    (14,353)    (38,555)(1,148,701)   (80,029)       (92)       (49)
             Administrative expenses                  (502)       (718)     (1,375)   (36,907)    (3,546)       (32)      (101)
    Transfers (to)/from the Guarantee Account       24,074      50,940       9,699    749,029      2,066      2,432      1,623
    Interfund transfers                            228,950     159,370     (36,477)  (230,206)  (150,234)    52,670     58,027
- ------------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in units
    from capital transactions                      285,957     244,618     (59,891)   (14,583)  (168,160)    55,997     76,611
- ------------------------------------------------------------------------------------------------------------------------------

Units outstanding at December 31, 1997             361,619     456,124     485,332  1,325,070  1,022,514     55,997     76,611
- ------------------------------------------------------------------------------------------------------------------------------

</TABLE>


(2)      Continued

<TABLE>
<CAPTION>

                                                                            Janus Aspen Series
                                            ----------------------------------------------------------------------------------

                                           Aggressive                                      Flexible International       Capital
                                               Growth     Growth   Worldwide   Balanced      Income        Growth  Appreciation
Type I Units                                Portfolio  Portfolio   Portfolio  Portfolio   Portfolio     Portfolio     Portfolio
<S> <C>
- ----------------------------------------------------------------------------------------------------------------------------

Units outstanding at December 31, 1994           1,272,142   3,183,404   2,247,224          -           -          -            -

    Net premiums                                    41,540     495,631     154,654     47,108         369          -            -
    Transfers (to) from the
         general account of Life of Virginia:
             Death benefits                              -      (8,424)     (9,493)    (2,123)          -          -            -
             Surrenders                            (37,096)   (129,651)    (38,101)   (16,212)         (8)         -            -
             Administrative expenses                  (196)     (9,290)     (4,194)    (1,376)        (11)         -            -
    Transfers (to)/from the Guarantee Account       90,712     109,046      25,268      9,645       2,769          -            -
    Interfund transfers                            598,635     792,010     381,858     74,930      35,960          -            -
- ----------------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in units
    from capital transactions                      693,595   1,249,322     509,992    111,972      39,079          -            -
- ----------------------------------------------------------------------------------------------------------------------------------

Units outstanding at December 31, 1995           1,965,737   4,432,726   2,757,216    111,972      39,079          -            -

    Net premiums                                     1,581   1,661,740     880,684     49,343       4,021        34,924         -
    Transfers (to) from the
         general account of Life of Virginia:
             Death benefits                              -    (181,059)    (51,566)    (2,953)          -           -           -
             Surrenders                               (429) (2,320,448)   (739,842)   (15,986)     (1,075)       (1,689)        -
             Administrative expenses                   (22)   (113,310)    (48,025)    (1,541)       (194)         (301)        -
    Transfers (to)/from the Guarantee Account        1,256   1,066,999     455,640     26,519      11,223        37,626         -
    Interfund transfers                              7,695     217,761     916,700    191,453      64,966       403,878         -
- ----------------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in units
    from capital transactions                       10,081     331,683   1,413,591    246,835      78,941       474,438         -
- ----------------------------------------------------------------------------------------------------------------------------------

Units outstanding at December 31, 1996           1,975,818   4,764,409   4,170,807    358,807     118,020       474,438         -

    Net premiums                                    55,368     109,351     257,478     32,492       8,506        99,898     2,452
    Transfers (to) from the
         general account of Life of Virginia:
             Death benefits                         (1,972)    (66,404)     (7,323)         -           -           -           -
             Surrenders                            (87,614)   (321,901)   (229,991)   (34,024)    (17,779)      (40,170)   (1,327)
             Administrative expenses                (4,772)    (11,195)    (12,079)    (1,430)       (403)       (2,200)      (58)
    Transfers (to)/from the Guarantee Account       29,407      64,006     148,276     55,427      78,205        64,693       344
    Interfund transfers                           (148,659)    (32,501)    611,104  2,070,280      94,329       408,010    47,846
- ----------------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in units
    from capital transactions                     (158,242)   (258,644)    767,465   2,122,745    162,858       530,231    49,257
- ----------------------------------------------------------------------------------------------------------------------------------

Units outstanding at December 31, 1997           1,817,576   4,505,765   4,938,272   2,481,552    280,878     1,004,669    49,257
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>




LIFE OF VIRGINIA SEPARATE ACCOUNT 4

Notes to Financial Statements


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

(2)      Continued

<TABLE>
<CAPTION>

                                                                         GE Investments Funds, Inc.
                                                 -----------------------------------------------------------------------------

                                                    S&P 500     Government       Money       Total   International Real Estate
                                                      Index     Securities      Market      Return       Equity     Securities
Type II Units                                          Fund           Fund        Fund        Fund         Fund           Fund
<S> <C>
- ------------------------------------------------------------------------------------------------------------------------------

Units outstanding at December 31, 1994               10,408            889      75,600      12,498            -              -

    Net premiums                                    287,747         94,804   3,703,628     189,643       26,411         23,750
    Transfers (to) from the
         general account of Life of Virginia:
             Death benefits                          (3,020)             -           -        (523)           -              -
             Surrenders                              (1,937)        (2,139)    (17,008)     (2,245)         (10)           (23)
             Administrative expenses                    (18)            (6)        (18)        (12)          (1)             -
    Transfers (to)/from the Guarantee Account        12,961          3,954      18,590      12,174        1,577            324
    Interfund transfers                              93,868         56,254  (2,272,432)     41,049       19,067         10,426
- ------------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in units
    from capital transactions                       389,601        152,867   1,432,760     240,086       47,044         34,477
- ------------------------------------------------------------------------------------------------------------------------------

Units outstanding at December 31, 1995              400,009        153,756   1,508,360     252,584       47,044         34,477

    Net premiums                                    647,438        194,563  10,719,294     345,169      204,787        214,051
    Transfers (to) from the
         general account of Life of Virginia:
             Death benefits                          (1,638)        (4,586)    (41,657)       (930)        (313)             -
             Surrenders                             (17,183)        (4,362)   (189,358)    (11,361)      (4,056)        (1,826)
             Administrative expenses                   (290)          (130)       (792)       (196)         (80)           (43)
    Transfers (to)/from the Guarantee Account        78,749          3,809     (49,295)     38,959       26,698         19,914
    Interfund transfers                             155,417        (66,854) (8,053,173)     35,026       58,323        162,396
- ------------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in units
    from capital transactions                       862,493        122,440   2,385,019     406,667      285,359        394,492
- ------------------------------------------------------------------------------------------------------------------------------

Units outstanding at December 31, 1996            1,262,502        276,196   3,893,379     659,251      332,403        428,969

    Net premiums                                  1,106,640         58,332   7,321,970     188,455      143,803        604,427
    Transfers (to) from the
         general account of Life of Virginia:
             Death benefits                         (46,669)             -     (31,824)     (4,811)        (188)        (1,092)
             Surrenders                             (61,683)       (10,472)   (497,702)    (40,510)     (16,180)       (24,343)
             Loans                                        -              -           -           -            -              -
             Administrative expenses                 (1,001)          (115)     (2,877)       (508)        (358)          (445)
    Transfers (to)/from the Guarantee Account       376,140         37,807     406,500      93,000       69,865        236,279
    Interfund transfers                             389,211       (361,748) (6,108,959)     33,268       85,065        234,452
- ------------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in units
    from capital transactions                     1,762,638       (276,196)  1,087,108     268,894      282,007      1,049,278
- ------------------------------------------------------------------------------------------------------------------------------

Units outstanding at December 31, 1997            3,025,140              -   4,980,487     928,145      614,410      1,478,247
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(2)      Continued

<TABLE>
<CAPTION>

                                                       GE Investments Funds, Inc.
                                                 ---------------------------------------

                                                       Global
                                                       Income  Value Equity     Income
Type II Units                                            Fund        Fund         Fund
<S> <C>
- ----------------------------------------------------------------------------------------

Units outstanding at December 31, 1994                      -           -            -

    Net premiums                                            -           -            -
    Transfers (to) from the
         general account of Life of Virginia:
             Death benefits                                 -           -            -
             Surrenders                                     -           -            -
             Administrative expenses                        -           -            -
    Transfers (to)/from the Guarantee Account               -           -            -
    Interfund transfers                                     -           -            -
- ----------------------------------------------------------------------------------------

Net increase (decrease) in units
    from capital transactions                               -           -            -
- ----------------------------------------------------------------------------------------

Units outstanding at December 31, 1995                      -           -            -

    Net premiums                                            -           -            -
    Transfers (to) from the
         general account of Life of Virginia:
             Death benefits                                 -           -            -
             Surrenders                                     -           -            -
             Administrative expenses                        -           -            -
    Transfers (to)/from the Guarantee Account               -           -            -
    Interfund transfers                                     -           -            -
- ----------------------------------------------------------------------------------------

Net increase (decrease) in units
    from capital transactions                               -           -            -
- ----------------------------------------------------------------------------------------

Units outstanding at December 31, 1996                      -           -            -

    Net premiums                                       19,022     242,987        1,357
    Transfers (to) from the
         general account of Life of Virginia:
             Death benefits                                 -        (153)           -
             Surrenders                                  (487)     (5,196)        (415)
             Loans                                          -           -            -
             Administrative expenses                       (8)        (28)         (42)
    Transfers (to)/from the Guarantee Account          19,733     146,978        5,210
    Interfund transfers                                41,030     346,028      897,139
- ----------------------------------------------------------------------------------------

Net increase (decrease) in units
    from capital transactions                          79,290     730,616      903,249
- ----------------------------------------------------------------------------------------

Units outstanding at December 31, 1997                 79,290     730,616      903,249
- ----------------------------------------------------------------------------------------

</TABLE>

<PAGE>

(2)      Continued

<TABLE>
<CAPTION>

                                                                    Oppenheimer Variable Account Funds
                                                 -------------------------------------------------------------------------

                                                                               Capital                  High     Multiple
                                                      Money         Bond  Appreciation    Growth      Income   Strategies
Type II Units                                          Fund         Fund          Fund      Fund        Fund         Fund
<S> <C>
- ---------------------------------------------------------------------------------------------------------------------------

Units outstanding at December 31, 1994               50,143       11,655      68,052      12,276      77,818       26,302

    Net premiums                                     54,745      214,451     355,504     325,547     366,507      185,233
    Transfers (to) from the
         general account of Life of Virginia:
             Death benefits                               -         (219)       (166)       (229)          -       (1,207)
             Surrenders                                (652)      (5,734)     (5,891)     (3,339)     (1,757)      (2,408)
             Administrative expenses                    (31)         (49)        (30)        (68)        (24)         (36)
    Transfers (to)/from the Guarantee Account        (4,360)      13,097      21,250      28,166      20,898       17,850
    Interfund transfers                             (41,682)      42,279     143,860      61,411      97,702       30,947
- ---------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in units
    from capital transactions                         8,020      263,825     514,527     411,488     483,326      230,379
- ---------------------------------------------------------------------------------------------------------------------------

Units outstanding at December 31, 1995               58,163      275,480     582,579     423,764     561,144      256,681

    Net premiums                                         70      307,614   1,152,800     440,344     922,316      383,300
    Transfers (to) from the
         general account of Life of Virginia:
             Death benefits                               -       (3,625)    (23,778)     (2,446)    (14,183)      (3,190)
             Surrenders                              (1,020)     (13,875)    (34,224)     (9,335)    (24,799)     (11,252)
             Administrative expenses                     (6)        (160)       (668)       (213)       (520)        (329)
    Transfers (to)/from the Guarantee Account          (156)      32,015     169,506      50,413      94,808       45,770
    Interfund transfers                             (33,183)     109,648     275,079     189,075     176,989       77,022
- ---------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in units
    from capital transactions                       (34,295)     431,617   1,538,715     667,838   1,154,611      491,321
- ---------------------------------------------------------------------------------------------------------------------------

Units outstanding at December 31, 1996               23,868      707,097   2,121,294   1,091,602   1,715,755      748,002

    Net premiums                                         30      167,289     713,649     880,279     703,696      349,189
    Transfers (to) from the
         general account of Life of Virginia:
             Death benefits                               -       (8,306)    (10,958)     (8,211)    (16,328)      (5,971)
             Surrenders                                (202)     (30,599)    (79,872)    (48,836)   (109,043)     (55,647)
             Loans                                        -            -           -           -           -            -
             Administrative expenses                     (5)        (513)     (1,748)       (951)     (1,245)        (701)
    Transfers (to)/from the Guarantee Account             -      156,266     369,347     337,722     379,179      151,804
    Interfund transfers                             (23,691)       2,783      64,736     210,754     262,960       13,450
- ---------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in units
    from capital transactions                       (23,868)     286,920   1,055,154   1,370,757   1,219,219      452,124
- ---------------------------------------------------------------------------------------------------------------------------

Units outstanding at December 31, 1997                    -      994,017   3,176,448   2,462,359   2,934,974    1,200,126
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

(2)      Continued

<TABLE>
<CAPTION>
                                                                   Variable Insurance Product Funds
                                                 -------------------------------------------------------------

                                                      Money         High     Equity-
                                                     Market       Income      Income      Growth     Overseas
Type II Units                                     Portfolio    Portfolio   Portfolio   Portfolio    Portfolio
<S> <C>
- --------------------------------------------------------------------------------------------------------------

Units outstanding at December 31, 1994              450,740       56,076     276,392     141,845      197,672

    Net premiums                                  1,923,388      288,601   2,285,441   1,079,779      464,979
    Transfers (to) from the
         general account of Life of Virginia:
             Death benefits                          (1,352)      (1,092)       (898)       (663)     (12,509)
             Surrenders                             (10,590)      (7,686)    (33,936)    (16,831)     (10,082)
             Administrative expenses                   (211)         (53)       (378)       (170)        (235)
    Transfers (to)/from the Guarantee Account       (48,336)       9,984     165,649      72,558       71,820
    Interfund transfers                          (1,333,295)     149,732     427,705     248,497      117,726
- --------------------------------------------------------------------------------------------------------------

Net increase (decrease) in units
    from capital transactions                       529,604      439,486   2,843,583   1,383,170      631,699
- --------------------------------------------------------------------------------------------------------------

Units outstanding at December 31, 1995              980,344      495,562   3,119,975   1,525,015      829,371

    Net premiums                                        138            -   3,158,538   1,222,269      521,600
    Transfers (to) from the
         general account of Life of Virginia:
             Death benefits                          (5,285)      (1,518)    (43,181)    (21,919)     (11,961)
             Surrenders                             (18,734)     (18,658)   (134,965)    (50,499)     (31,329)
             Administrative expenses                   (323)        (228)     (2,658)     (1,349)        (733)
    Transfers (to)/from the Guarantee Account           (31)      (3,382)    402,673     186,018      127,385
    Interfund transfers                            (659,500)    (168,501)    541,485     167,039      123,110
- --------------------------------------------------------------------------------------------------------------

Net increase (decrease) in units
    from capital transactions                      (683,735)    (192,287)  3,921,892   1,501,559      728,072
- --------------------------------------------------------------------------------------------------------------

Units outstanding at December 31, 1996              296,609      303,275   7,041,867   3,026,574    1,557,443

    Net premiums                                        931          306   2,260,371     504,224      230,215
    Transfers (to) from the
         general account of Life of Virginia:
             Death benefits                          (9,387)        (206)    (70,511)    (17,520)     (11,283)
             Surrenders                              (6,379)     (17,828)   (310,722)   (121,652)     (59,094)
             Loans                                        -            -           -           -            -
             Administrative expenses                   (179)        (172)     (5,614)     (2,437)      (1,374)
    Transfers (to)/from the Guarantee Account             -         (595)    959,930     232,691      169,290
    Interfund transfers                            (281,595)    (284,780)    198,852      (7,282)    (122,609)
- --------------------------------------------------------------------------------------------------------------

Net increase (decrease) in units
    from capital transactions                      (296,609)    (303,275)  3,032,306     588,024      205,145
- --------------------------------------------------------------------------------------------------------------

Units outstanding at December 31, 1997                    -            -  10,074,173   3,614,598    1,762,588
- --------------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>

(2)      Continued

<TABLE>
<CAPTION>

                                                Variable Insurance        Variable Insurance
                                                 Products  Fund II         Products Fund III         Advisers Management Trust
                                               --------------------   -------------------------  --------------------------------

                                                  Asset                 Growth &         Growth
                                                Manager  Contrafund       Income  Opportunities    Balanced         Bond    Growth
Type II Units                                 Portfolio   Portfolio    Portfolio      Portfolio   Portfolio    Portfolio Portfolio
<S> <C>
- ---------------------------------------------------------------------------------------------------------------------------------

Units outstanding at December 31, 1994          450,885           -            -           -        22,065       83,962    13,906

    Net premiums                                902,148   1,499,030            -           -       199,692      240,461   167,067
    Transfers (to) from the
         general account of Life of Virginia:
             Death benefits                     (13,552)       (200)           -           -             -            -    (1,865)
             Surrenders                         (26,495)    (14,316)           -           -        (2,564)      (2,394)   (1,381)
             Administrative expenses               (510)        (43)           -           -           (46)         (47)      (47)
    Transfers (to)/from the Guarantee Account    88,564     128,048            -           -         6,725       11,012    19,747
    Interfund transfers                          68,627     395,429            -           -       (34,434)      65,282    12,482
- ---------------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in units
    from capital transactions                 1,018,782   2,007,948            -           -       169,373      314,314   196,003
- ---------------------------------------------------------------------------------------------------------------------------------

Units outstanding at December 31, 1995        1,469,667   2,007,948            -           -       191,438      398,276   209,909

    Net premiums                                640,444   2,595,994            -           -             -         (252)        -
    Transfers (to) from the
         general account of Life of Virginia:
             Death benefits                     (19,704)    (23,500)           -           -        (1,089)      (8,981)   (1,419)
             Surrenders                         (67,829)    (72,281)           -           -        (2,814)      (3,959)   (6,733)
             Administrative expenses             (1,135)     (2,159)           -           -          (103)        (315)     (174)
    Transfers (to)/from the Guarantee Account   117,636     428,333            -           -             -          120         -
    Interfund transfers                         109,440     559,664            -           -       (44,480)    (127,260)  (46,447)
- ---------------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in units
    from capital transactions                   778,852   3,486,051            -           -       (48,486)    (140,647)  (54,773)
- ---------------------------------------------------------------------------------------------------------------------------------

Units outstanding at December 31, 1996        2,248,519   5,493,999            -           -       142,952      257,629   155,136

    Net premiums                                317,380   2,003,590      452,458     553,737            25            -         -
    Transfers (to) from the
         general account of Life of Virginia:
             Death benefits                     (14,483)    (32,105)        (176)       (968)       (2,194)      (1,620)        -
             Surrenders                        (101,528)   (196,054)      (9,166)     (9,539)      (10,921)     (12,250)   (3,242)
             Loans                                    -           -            -           -             -            -         -
             Administrative expenses             (1,272)     (4,990)         (79)        (66)         (108)        (204)      (81)
    Transfers (to)/from the Guarantee Account   132,093   1,027,864      208,287     207,607          (601)      (6,721)        -
    Interfund transfers                          98,224     303,373      324,762     298,769      (129,153)    (236,834) (151,813)
- ---------------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in units
    from capital transactions                   430,414   3,101,678      976,086   1,049,540      (142,952)    (257,629) (155,136)
- -----------------------------------------------------------------------------------------------------------------------------------

Units outstanding at December 31, 1997        2,678,933   8,595,677      976,086   1,049,540           -            -           -
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


(2)      Continued
<TABLE>
<CAPTION>

                                                       Federated Investors Insurance
                                                                  Series
                                                     -----------------------------------
                                                       American        High
                                                        Leaders      Income
                                                      Portfolio       Bonds     Utility
Type II Units                                           Fund II     Fund II     Fund II
<S> <C>
- ----------------------------------------------------------------------------------------

Units outstanding at December 31, 1994                        -           -           -

    Net premiums                                              -     112,682     377,786
    Transfers (to) from the
         general account of Life of Virginia:
             Death benefits                                   -           -           -
             Surrenders                                       -        (398)     (2,336)
             Administrative expenses                          -           -         (32)
    Transfers (to)/from the Guarantee Account                 -       4,581      19,944
    Interfund transfers                                       -       6,287      68,114
- ----------------------------------------------------------------------------------------

Net increase (decrease) in units
    from capital transactions                                 -     123,152     463,476
- ----------------------------------------------------------------------------------------

Units outstanding at December 31, 1995                        -     123,152     463,476

    Net premiums                                        208,871     343,618     543,077
    Transfers (to) from the
         general account of Life of Virginia:
             Death benefits                                   -      (1,859)     (3,067)
             Surrenders                                  (2,478)    (25,640)    (28,920)
             Administrative expenses                         (2)       (143)       (566)
    Transfers (to)/from the Guarantee Account            12,459      29,882      81,126
    Interfund transfers                                  46,982     340,979      75,307
- ----------------------------------------------------------------------------------------

Net increase (decrease) in units
    from capital transactions                           265,832     686,837     666,957
- ----------------------------------------------------------------------------------------

Units outstanding at December 31, 1996                  265,832     809,989   1,130,433

    Net premiums                                        998,765     599,938     229,931
    Transfers (to) from the
         general account of Life of Virginia:
             Death benefits                              (7,020)     (7,987)     (3,557)
             Surrenders                                 (30,390)    (46,149)    (62,619)
             Loans                                            -           -           -
             Administrative expenses                       (399)       (579)       (981)
    Transfers (to)/from the Guarantee Account           355,249     292,000      95,492
    Interfund transfers                                 474,654     239,675     (62,998)
- ----------------------------------------------------------------------------------------

Net increase (decrease) in units
    from capital transactions                         1,790,859   1,076,898     195,268
- ----------------------------------------------------------------------------------------

Units outstanding at December 31, 1997                2,056,691   1,886,887   1,325,701
- ----------------------------------------------------------------------------------------
</TABLE>

<PAGE>


(2)      Continued
<TABLE>
<CAPTION>
                                                                                PBHG Insurance
                                                         Alger American          Series Fund          Janus Aspen Series
                                                      -------------------------------------------   ----------------------

                                                                            Large Cap               Aggressive
                                                      Small Cap      Growth    Growth  Growth II        Growth      Growth
Type II Units                                         Portfolio   Portfolio Portfolio  Portfolio     Portfolio   Portfolio
<S> <C>
- --------------------------------------------------------------------------------------------------------------------------

Units outstanding at December 31, 1994                        -           -         -          -       169,799     159,068

    Net premiums                                        291,288     228,664         -          -       781,202   1,408,112
    Transfers (to) from the
         general account of Life of Virginia:
             Death benefits                                   -           -         -          -             -      (2,390)
             Surrenders                                  (1,324)        (74)        -          -          (487)    (24,299)
             Administrative expenses                         (2)         (3)        -          -           (77)       (303)
    Transfers (to)/from the Guarantee Account            23,122      (9,752)        -          -        84,482     173,800
    Interfund transfers                                  88,174      93,176                            216,085     161,652
- --------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in units
    from capital transactions                           401,258     312,011         -          -     1,081,205   1,716,572
- --------------------------------------------------------------------------------------------------------------------------

Units outstanding at December 31, 1995                  401,258     312,011         -          -     1,251,004   1,875,640

    Net premiums                                      2,385,857   1,979,744         -          -     1,109,539   1,939,884
    Transfers (to) from the
         general account of Life of Virginia:
             Death benefits                              (6,505)     (2,249)        -          -        (5,075)    (28,847)
             Surrenders                                 (49,583)    (21,913)        -          -       (20,314)   (111,109)
             Administrative expenses                       (658)       (517)        -          -          (141)     (2,321)
    Transfers (to)/from the Guarantee Account           364,980     234,626         -          -        99,771     288,072
    Interfund transfers                                 472,803     460,475         -          -       227,267     921,603
- --------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in units
    from capital transactions                         3,166,894   2,650,166         -          -     1,411,047   3,007,282
- --------------------------------------------------------------------------------------------------------------------------

Units outstanding at December 31, 1996                3,568,152   2,962,177         -          -     2,662,051   4,882,922

    Net premiums                                      1,139,813   1,030,593   108,061    306,146       608,750   1,633,216
    Transfers (to) from the
         general account of Life of Virginia:
             Death benefits                             (25,827)    (23,277)      (63)         -       (22,328)    (36,365)
             Surrenders                                 (95,915)   (104,485)     (998)    (4,853)      (80,725)   (180,611)
             Loans                                            -           -         -          -             -           -
             Administrative expenses                     (3,710)     (2,759)      (28)       (35)       (1,935)     (4,325)
    Transfers (to)/from the Guarantee Account           865,037     527,894    51,297    100,624       253,985     867,094
    Interfund transfers                                 197,908      (9,957)  188,564    174,128        22,869     108,967
- --------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in units
    from capital transactions                         2,077,306   1,418,009   346,833    576,010       780,616   2,387,976
- --------------------------------------------------------------------------------------------------------------------------

Units outstanding at December 31, 1997                5,645,458   4,380,186   346,833    576,010     3,442,667   7,270,898
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>


(2)      Continued

<TABLE>
<CAPTION>

                                                                           Janus Aspen Series
                                                   ------------------------------------------------------------------

                                                                                Flexible  International     Capital
                                                       Worldwide    Balanced      Income      Growth      Appreciation
Type II Units                                          Portfolio   Portfolio   Portfolio   Portfolio      Portfolio
<S> <C>
- ----------------------------------------------------------------------------------------------------------------------

Units outstanding at December 31, 1994                   117,700           -           -           -              -

    Net premiums                                         873,533      55,928      30,062           -              -
    Transfers (to) from the
         general account of Life of Virginia:
             Death benefits                                 (786)        (74)          -           -              -
             Surrenders                                  (10,106)       (831)        (36)          -              -
             Administrative expenses                        (144)        (10)          -           -              -
    Transfers (to)/from the Guarantee Account             88,410       6,328       1,290           -              -
    Interfund transfers                                  158,463      12,197       4,956           -
- ---------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in units
    from capital transactions                          1,109,370      73,538      36,272           -              -
- ---------------------------------------------------------------------------------------------------------------------

Units outstanding at December 31, 1995                 1,227,070      73,538      36,272           -              -

    Net premiums                                       2,853,570     547,525     240,317     388,753              -
    Transfers (to) from the
         general account of Life of Virginia:
             Death benefits                              (26,212)     (1,525)          -           -              -
             Surrenders                                  (94,535)    (10,808)     (1,714)     (2,959)             -
             Administrative expenses                      (2,275)       (267)        (63)        (11)             -
    Transfers (to)/from the Guarantee Account            475,568      75,940      21,420      47,466              -
    Interfund transfers                                  713,001     308,093      28,937     249,356              -
- ---------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in units
    from capital transactions                          3,919,117     918,958     288,897     682,605              -
- ---------------------------------------------------------------------------------------------------------------------

Units outstanding at December 31, 1996                 5,146,187     992,496     325,169     682,605              -

    Net premiums                                       3,372,062   1,117,148     284,347   1,872,823         55,458
    Transfers (to) from the
         general account of Life of Virginia:
             Death benefits                              (35,456)     (7,246)     (4,723)    (15,267)             -
             Surrenders                                 (228,974)    (78,945)    (17,933)    (60,571)        (1,630)
             Loans                                             -           -           -           -              -
             Administrative expenses                      (4,300)     (1,005)       (342)       (863)            (7)
    Transfers (to)/from the Guarantee Account          1,289,775     423,506     175,029     576,462         35,560
    Interfund transfers                                  572,391     358,481     107,542     446,411         74,169
- ---------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in units
    from capital transactions                          4,965,498   1,811,939     543,920   2,818,995        163,550
- ---------------------------------------------------------------------------------------------------------------------

Units outstanding at December 31, 1997                10,111,685   2,804,435     869,089   3,501,600        163,550
- ---------------------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>


  (2)   Continued

         Federal Income Taxes

         The  Account is not taxed  separately  because  the  operations  of the
         Account are part of the total  operations of Life of Virginia.  Life of
         Virginia  is taxed  as a life  insurance  company  under  the  Internal
         Revenue  Code (the  Code).  Life of Virginia is included in the General
         Electric  Capital  Assurance  Company  consolidated  federal income tax
         return. The Account will not be taxed as a regulated investment company
         under  subchapter M of the Code. Under existing federal income tax law,
         no taxes are payable on the  investment  income or on the capital gains
         of the Account.

         Use of Estimates

         Financial  statements  prepared in conformity  with generally  accepted
         accounting   principles   require  management  to  make  estimates  and
         assumptions that affect amounts and disclosures reported therein.
         Actual results could differ from those estimates.


   (3)   Related Party Transactions

         Net premiums transferred from Life of Virginia to the Account represent
         gross  premiums  recorded by Life of Virginia on its  flexible  premium
         variable  deferred  annuity  products,   less  deductions  retained  as
         compensation  for premium taxes. For policies issued on or after May 1,
         1993, the deduction for premium taxes will be deferred until surrender.
         For Type I  policies,  during the first ten years  following  a premium
         payment,  a charge of .20% of the premium  payment is deducted  monthly
         from the  policy  Account  values to  reimburse  Life of  Virginia  for
         certain distribution expenses. In addition, a charge is imposed on full
         and  certain  partial  surrenders  that  occur  within six years of any
         premium  payment  (seven  years for certain  Type II policies) to cover
         certain expenses  relating to the sale of a policy.  Subject to certain
         limitations, the charge equals 6% (or less) of the premium surrendered,
         depending on the time between premium payment and surrender.

         Life of Virginia will deduct a charge of $30 per year and $25 plus .15%
         per year from the  policy  account  values for  certain  administrative
         expenses incurred for policy Type I and Type II, respectively. For Type
         II  policies,  the $25  charge  may be waived if the  account  value is
         greater than $75,000. In addition, Life of Virginia charges the Account
         1.15%  and 1.25% on policy  Type I and Type II,  respectively,  for the
         mortality and expense risk

<PAGE>




   (3)   Continued

         that  Life of  Virginia  assumes.  Administrative  expenses  as well as
         mortality and risk charges are deducted daily and reflect the effective
         annual rates.

         GE Investments Funds, Inc. (the Fund) is an open-end diversified
         management investment company.

         Capital Brokerage  Corporation,  an affiliate of Life of Virginia, is a
         Washington   Corporation  registered  with  the  Commission  under  the
         Securities  Exchange Act of 1934 as a broker-dealer  and is a member of
         the National Association of Securities Dealers,  Inc. Capital Brokerage
         Corporation  also serves as principal  underwriter  for  variable  life
         insurance policies issued by Life of Virginia.

         GE  Investment   Management   Incorporated   (Investment   Advisor),  a
         wholly-owned  subsidiary of GE, currently serves as investment  advisor
         to GE Investments  Funds,  Inc. As compensation  for its services,  the
         Investment Advisor is paid an investment advisory fee by the Fund based
         on the average daily net assets at an effective annual rate of .35% for
         the S&P 500 Index Fund, .10% for the Government  Securities  Fund, .50%
         for  the  Money   Market  and  Total  Return   Funds,   1.00%  for  the
         International Equity Fund and .85% for the Real Estate Securities Fund.
         Prior to May 1, 1997, Aon Advisors,  Inc. served as investment  advisor
         to the Fund and was subject to the same compensation  arrangement as GE
         Investment Management Incorporated.

         Certain  officers and  directors of Life of Virginia are also  officers
         and directors of Capital Brokerage Corporation.

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

<PAGE>

THE LIFE INSURANCE COMPANY OF
VIRGINIA AND SUBSIDIARY

Consolidated Financial Statements

December 31, 1997, 1996, and 1995

(With Independent Auditors' Report Thereon)

<PAGE>

Independent Auditors' Report


The Board of Directors
The Life Insurance Company of Virginia:


We have audited the accompanying consolidated balance sheets of The Life
Insurance Company of Virginia (an indirect wholly-owned subsidiary of General
Electric Capital Corporation) and subsidiary as of December 31, 1997 and 1996,
and the related consolidated statements of income, stockholders' equity, and
cash flows for the year ended December 31, 1997 and the nine months ended
December 31, 1996. We have also audited the preacquisition statements of income,
stockholders' equity and cash flows for the three months ended March 31, 1996.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits. The accompanying consolidated
financial statements of The Life Insurance Company of Virginia for the year
ended December 31, 1995, were audited by other auditors whose report, dated
February 8, 1996 on those consolidated financial statements included an
explanatory paragraph that described the change in the Company's method of
accounting for certain investments.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of The Life Insurance
Company of Virginia and subsidiary as of December 31, 1997 and 1996, and the
results of their operations and their cash flows for the year ended December 31,
1997, the nine month period ended December 31, 1996 and the preacquisition three
month period ended March 31, 1996, in conformity with generally accepted
accounting principles.

As discussed in Note 1 to the consolidated financial statements, effective April
1, 1996, General Electric Capital Corporation acquired all of the outstanding
stock of The Life Insurance Company of Virginia in a business combination
accounted for as a purchase. As a result of the acquisition, the consolidated
financial information for the periods after the acquisition is presented on a
different cost basis than that for the periods before the acquisition and,
therefore, is not comparable.

KPMG Peat Marwick LLP

Richmond, Virginia
January 6, 1998

<PAGE>

                        REPORT OF INDEPENDENT AUDITIORS

Board of Directors
The Life Insurance Company of Virginia

     We have audited the accompanying consolidated statements of income,
stockholder's equity, and cash flows of The Life Insurance Company of Virginia
and subsidiaries for the year ended December 31, 1995. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

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

     In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated results of operations and cash flows
of The Life Insurance Company of Virginia and subsidiaries for the year ended
December 31, 1995, in conformity with generally accepted accounting principles.



                                    ERNST & YOUNG LLP

Richmond, Virginia
February 8, 1996




<PAGE>

THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY

Consolidated Balance Sheets

December 31, 1997 and 1996
(in millions)

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------

Assets                                                                                          1997           1996
- ------------------------------------------------------------------------------------------------------------------
<S> <C>
Investments:
   Fixed maturities:
     Available for sale - at fair value (amortized cost:
         December 31, 1997 - $5,468.1; 1996 - $5,102.2)                                   $  5,622.6        5,142.7
   Equity securities - at fair value
     Common stocks (cost:  December 31, 1997 - $43.1; 1996 - $31.6)                             54.1           34.7
     Preferred stocks (cost:  December 31, 1997 - $87.6; 1996 - $123.5)                         97.6          130.8
   Mortgage loans on real estate (net of reserve for losses:
     December 31, 1997 - $17.2; 1996 - $20.8)                                                  496.2          585.4
   Real estate (net)                                                                            11.8           19.4
   Policy loans                                                                                188.4          179.5
   Short-term investments                                                                        -             42.4
- ------------------------------------------------------------------------------------------------------------------

Total investments                                                                            6,470.7        6,134.9
- ------------------------------------------------------------------------------------------------------------------

Cash                                                                                             0.2            6.4
Receivables:
   Premiums and other                                                                            6.6            7.9
   Reinsurance recoverable                                                                       8.7           13.1
   Accrued investment income                                                                   123.1          116.6
- ------------------------------------------------------------------------------------------------------------------

Total receivables                                                                              138.4          137.6

Deferred policy acquisition costs                                                              165.0           70.3

Goodwill (net of accumulated amortization:  December 31, 1997 - $11.3;
   1996 - $5.0)                                                                                117.1          125.4

Present value of future profits (net)                                                          332.6          419.2

Property and equipment at cost (net)                                                             3.2            1.7

Deferred income taxes                                                                           57.4           72.9

Other assets                                                                                    15.4           12.3

Assets held in separate accounts                                                             4,066.4        2,762.7
- ------------------------------------------------------------------------------------------------------------------

Total assets                                                                              $ 11,366.4        9,743.4
- ------------------------------------------------------------------------------------------------------------------
</TABLE>


                                                                  (continued)
<PAGE>

THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY

Consolidated Balance Sheets, Continued

December 31, 1997 and 1996
(in millions, except share data)

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------

Liabilities and Stockholders' Equity                                                          1997           1996
- ------------------------------------------------------------------------------------------------------------------
<S> <C>
Policy liabilities:
   Future policy benefits                                                                 $    520.6          518.3
   Policy and contract claims                                                                   83.0           69.1
   Unearned and advance premiums                                                                 0.1            0.1
   Other policyholder funds                                                                  5,369.2        5,094.4
- ------------------------------------------------------------------------------------------------------------------

Total policy liabilities                                                                     5,972.9        5,681.9

General liabilities:
   Payable to affiliate, net                                                                     9.4            8.8
   Commissions and general expenses                                                             51.1           46.8
   Current income taxes                                                                         45.8           45.4
   Other liabilities                                                                            71.5          192.2
   Liabilities related to separate accounts                                                  4,066.4        2,762.7
- ------------------------------------------------------------------------------------------------------------------

Total liabilities                                                                           10,217.1        8,737.8
- ------------------------------------------------------------------------------------------------------------------

Commitments and Contingent Liabilities
- ------------------------------------------------------------------------------------------------------------------

Stockholders' equity:
   Common stock - $1,000 par value:
     Authorized, issued and outstanding:  4,000 shares                                           4.0            4.0
   Additional paid-in capital                                                                  925.9          928.1
   Net unrealized investment gains                                                              74.3           19.4
   Retained earnings                                                                           145.1           54.1
- ------------------------------------------------------------------------------------------------------------------

Total stockholders' equity                                                                   1,149.3        1,005.6
- ------------------------------------------------------------------------------------------------------------------

Total liabilities and stockholders' equity                                                $ 11,366.4        9,743.4
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>


THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY

Consolidated Statements of Income

For the year ended December 31, 1997, the periods from April 1, 1996 to December
31, 1996 and from January 1, 1996 to March 31, 1996, and the year ended December
31, 1995 (in millions)

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
                                                                                                      Preacquisition
                                                                                      --------------------------------
                                                                           Nine months     Three months
                                                           Year ended            ended            ended    Year ended
                                                         December 31,     December 31,        March 31,  December 31,
                                                                 1997             1996             1996          1995
- ----------------------------------------------------------------------------------------------------------------------
<S> <C>
Revenue
   Premiums and policy fees                         $          273.2            154.7             92.4            179.3
   Separate account fees                                        44.4             23.1              5.9             17.7
   Net investment income (note 2)                              472.5            334.4            112.0            402.1
   Realized investment gains (losses) (note 2)                  13.3              6.0              9.0            (76.5)
   Other income                                                  2.5              0.6              1.0              2.8
- ----------------------------------------------------------------------------------------------------------------------

Total revenue earned                                           805.9            518.8            220.3            525.4
- ----------------------------------------------------------------------------------------------------------------------

Benefits and Expenses
   Benefits to policyholders                                   509.8            326.4            166.0            372.9
   Commissions and general expenses                             82.5             53.2             28.8             43.7
   Amortization of intangibles                                  59.6             50.1              0.6              3.2
   Amortization of deferred policy acquisition
      costs                                                     10.8              3.2              6.0             39.3
- ----------------------------------------------------------------------------------------------------------------------

Total benefits and expenses                                    662.7            432.9            201.4            459.1

Income Before Income Tax                                       143.2             85.9             18.9             66.3
   Provision for income tax (note 3)
      Current expense (benefit)                                 64.8             39.7             (3.8)            37.9
      Deferred expense (benefit)                               (12.6)            (7.9)            10.8            (10.8)
- ----------------------------------------------------------------------------------------------------------------------

                                                                52.2             31.8              7.0             27.1
- ----------------------------------------------------------------------------------------------------------------------

Net income                                          $           91.0             54.1             11.9             39.2
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>


See accompanying notes to consolidated financial statements.


<PAGE>


THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY

Consolidated Statements of Stockholders' Equity

For the year ended December 31, 1997, the periods from April 1, 1996 to December
31, 1996 and from January 1, 1996 to March 31, 1996, and the year ended December
31, 1995 (in millions)

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
                                                                                                   Preacquisition
                                                                                 ---------------------------------
                                                                      Nine months    Three months
                                                       Year ended           ended           ended      Year ended
                                                      December 31,   December 31,       March 31,    December 31,
                                                             1997            1996            1996            1995
- ------------------------------------------------------------------------------------------------------------------
<S> <C>
Common stock
   $1,000 par value common stock, authorized,
     issued and outstanding 4,000 in 1997,
     1996 and 1995)
- ------------------------------------------------------------------------------------------------------------------

   Balance at beginning and end of period              $      4.0             4.0             4.0             4.0
- ------------------------------------------------------------------------------------------------------------------

Additional Paid-in Capital
   Balance at beginning of period                           928.1           818.4           749.1           704.1
     Adjustment to reflect purchase method (note 1)          (2.2)          109.7             -               -
     Capital contribution from parent (notes 4, 7)            -               -              69.3            45.0
- ------------------------------------------------------------------------------------------------------------------

Balance at end of period                                    925.9           928.1           818.4           749.1
- ------------------------------------------------------------------------------------------------------------------

Net Unrealized Investment Gains (Losses)
   Balance at beginning of period                            19.4            11.9           103.1           (97.5)
     Adjustment to reflect purchase method
        (note 1)                                              -             (11.9)            -               -
     Net unrealized investment gains (losses)                54.9            19.4           (91.2)          200.6
- ------------------------------------------------------------------------------------------------------------------

Balance at end of period                                     74.3            19.4            11.9           103.1
- ------------------------------------------------------------------------------------------------------------------

Net Foreign Exchange Gains (Losses)
   Balance at beginning of period                             -               -               -              (3.0)
     Net foreign exchange gains (losses)                      -               -               -               3.0
- ------------------------------------------------------------------------------------------------------------------

Balance at end of period                                      -               -               -               -
- ------------------------------------------------------------------------------------------------------------------

Retained Earnings (Deficit)
   Balance at beginning of period                            54.1           (22.4)          (34.3)          159.8
     Adjustment to reflect purchase method
        (note 1)                                              -              22.4             -               -
     Net income                                              91.0            54.1            11.9            39.2
     Dividends to stockholder                                 -               -               -             (40.0)
     Stock dividend to affiliate (note 7)                     -               -               -            (193.3)
- ------------------------------------------------------------------------------------------------------------------

Balance at end of period                                    145.1            54.1           (22.4)          (34.3)
- ------------------------------------------------------------------------------------------------------------------

Stockholders' equity at end of period                  $  1,149.3         1,005.6           811.9           821.9
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to consolidated financial statements.


<PAGE>


THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY

Consolidated Statements of Cash Flows

For the year ended December 31, 1997, the periods from April 1, 1996 to December
31, 1996 and from January 1, 1996 to March 31, 1996, and the year ended December
31, 1995 (in millions)

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                                                  Preacquisition
                                                                                                     ----------------------------
                                                                                       Nine months   Three months
                                                                         Year ended          ended          ended     Year ended
                                                                       December 31,   December 31,      March 31,   December 31,
                                                                               1997           1996           1996           1995
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Cash flows from operating activities:
   Net income                                                            $    91.0           54.1           11.9           39.2
   Adjustments to reconcile net income to cash provided by
     (used in) operating activities:
       Change in policy liabilities                                          239.0           53.5          (32.8)         114.2
       Change in accrued investment income                                    (6.5)         (37.6)           4.1           (2.1)
       Deferred policy acquisition costs                                    (112.3)         (74.9)         (22.2)         (76.1)
       Amortization of deferred policy acquisition costs                      10.8            3.2            6.0           39.3
       Amortization of intangibles                                            59.6           50.1            0.6            3.2
       Other amortization and depreciation                                     8.0            7.3            1.4           (1.2)
       Premiums and operating receivables, commissions and general
         expenses, income taxes and other                                   (128.5)          77.8           22.9          (65.7)
       Realized investment (gains) losses                                    (13.3)          (6.0)          (9.0)          76.5
- ------------------------------------------------------------------------------------------------------------------------------

Cash provided by (used in) operating activities                              147.8          127.5          (17.1)         127.3
- ------------------------------------------------------------------------------------------------------------------------------

Cash flows from investing activities:
   Sale (purchase) of short-term investments - net                            42.4           49.4          (10.1)         (18.8)
   Sale or maturity of investments
     Fixed maturities - held to maturity:
       Maturities                                                              -              -              -              3.9
       Calls and prepayments                                                   -              -              -             60.9
     Fixed maturities - available for sale
       Maturities                                                              -            201.5           46.1           35.0
       Calls and prepayments                                                   -            353.5          101.0           58.6
       Sales                                                                 739.1          452.0          115.8        1,700.3
     All other investments                                                   145.1          177.3           44.9          124.6
   Purchase of investments:
     Fixed maturities - available for sale                                (1,104.1)      (1,279.5)        (144.1)      (1,950.7)
     All other investments                                                   (30.8)         (39.5)         (65.5)        (183.5)
   Purchase of property and equipment                                         (2.4)           -             (0.2)          (0.8)
- ------------------------------------------------------------------------------------------------------------------------------

Cash provided by (used in) investing activities                             (210.7)         (85.3)          87.9         (170.5)
- ------------------------------------------------------------------------------------------------------------------------------

Cash flows from financing activities:
   Capital contribution                                                        -              -              2.8            -
   Cash dividends to stockholder                                               -              -            (40.0)          (6.0)
   Change in cash overdrafts                                                   4.7          (12.7)          28.8            -
   Interest sensitive life, annuity and investment contract deposits       1,894.2        1,275.4          301.9        1,059.5
   Interest sensitive life, annuity and investment contract withdrawals   (1,842.2)      (1,305.6)        (358.8)      (1,031.7)
- ------------------------------------------------------------------------------------------------------------------------------

Cash provided by (used in) financing activities                               56.7          (42.9)         (65.3)          21.8
- ------------------------------------------------------------------------------------------------------------------------------

Increase (decrease) in cash                                                   (6.2)          (0.7)           5.5          (21.4)
Cash at beginning of period                                                    6.4            7.1            1.6           23.0
- ------------------------------------------------------------------------------------------------------------------------------

Cash at end of period                                                    $     0.2            6.4            7.1            1.6
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>

THE LIFE INSURANCE COMPANY OF VIRGINIA & SUBSIDIARY

Notes to Consolidated Financial Statements

December 31, 1997

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

   (1)   Summary of Significant Accounting Principles and Practices

         Basis of Presentation

         The accompanying consolidated financial statements have been prepared
         in conformity with generally accepted accounting principles (GAAP) and
         include the accounts of The Life Insurance Company of Virginia ("Life
         of Virginia" or "Company") and its subsidiary, Assigned Settlements
         Inc. All material intercompany accounts and transactions have been
         eliminated.

         Prior to April 1, 1996, Combined Insurance Company of America ("CICA")
         owned 100% or 4,000 shares of Life of Virginia. CICA is a wholly-owned
         subsidiary of AON Corporation (AON). On April 1, 1996, CICA sold 100%
         of the issued and outstanding shares of Life of Virginia to General
         Electric Capital Corporation ("GE Capital"). Immediately thereafter,
         80% was contributed to General Electric Capital Assurance Company (the
         "Parent"). On December 31, 1996, the remaining 20% was contributed to
         General Electric Financial Assurance Holdings, Inc. ("GEFAH").

         Life of Virginia primarily sells variable annuities and universal life
         insurance to customers throughout most of the United States. Life of
         Virginia distributes variable annuities primarily through stockbrokers
         and universal life insurance primarily through career agents and
         independent brokers. Life of Virginia is also engaged in the sale of
         traditional individual and group life products and guaranteed
         investment contracts. Approximately 23%, 34% and 43% of premium and
         annuity consideration collected, in 1997, 1996, and 1995, respectively,
         came from customers residing in the South Atlantic region of the United
         States.

         Although the Company markets its products through numerous
         distributors, approximately 22%, 21% and 14% of the Company's sales in
         1997, 1996 and 1995, respectively, have been through two specific
         national stockbrokers. Loss of all or a substantial portion of the
         business provided by these stockbrokers could have a material adverse
         effect on the business and operations of the Company. The Company does
         not believe, however, that the loss of such business would have a
         long-term adverse effect because of the Company's competitive position
         in the marketplace and the availability of business from other
         distributors.


<PAGE>


THE LIFE INSURANCE COMPANY OF VIRGINIA & SUBSIDIARY

Notes to Consolidated Financial Statements



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


   (1)   Continued

         Estimates

         Financial statements prepared in conformity with generally accepted
         accounting principles require management to make estimates and
         assumptions that could affect amounts and disclosures reported therein.
         Actual results could differ from those estimates. As further discussed
         in the accompanying notes to the consolidated financial statements,
         significant estimates and assumptions affect deferred acquisition
         costs, PVFP, future life policy benefits, provisions for real
         estate-related losses and related reserves, other-than-temporary
         declines in values for fixed maturities, the valuation allowance for
         deferred income taxes and the calculation of fair value disclosures for
         certain financial instruments.

         Certain 1996 and 1995 amounts have been reclassified to conform to 1997
         presentation.

         Purchase Accounting Method

         Upon acquisition of Life of Virginia by GE Capital, Life of Virginia
         restated its financial statements in accordance with the purchase
         method of accounting. The net purchase price for Life of Virginia and
         its subsidiary of $929.9 million was allocated according to the fair
         values of the acquired assets and liabilities, including the estimated
         present value of future profits. These allocated values were dependent
         upon policies in force and market conditions at the time of closing.

         In addition to revaluing all material tangible assets and liabilities
         to their respective estimated fair values as of the closing date of the
         sale, Life of Virginia also recorded in its consolidated financial
         statements the excess of cost over fair value of net assets acquired
         (goodwill) as well as the present value of future profits to be derived
         from the purchased business. These amounts were determined in
         accordance with the purchase method of accounting. This new basis of
         accounting resulted in an increase in stockholders' equity of $118
         million (net of purchase accounting adjustments of $2.2 million in
         1997), reflecting the application of the purchase method of accounting.
         The Company's consolidated financial statements subsequent to April 1,
         1996 reflect this new basis of accounting.



<PAGE>


   (1)   Continued

         All amounts for periods ended before April 1, 1996 are labeled
         "Preacquisition" and are based on the preacquisition historical costs
         in accordance with generally accepted accounting principles. The
         periods ending after such date are based on fair values at April 1,
         1996 (which becomes the new cost basis) and subsequent costs in
         accordance with the purchase method of accounting.


         Present Value of Future Profits

         As of April 1, 1996, Life of Virginia established an intangible asset
         which represents the present value of future profits ("PVFP"). PVFP
         reflects the estimated fair value of the Company's life insurance
         business in-force and represents the portion of the cost to acquire the
         Company that is allocated to the value of the right to receive future
         cash flows from insurance contracts existing at the date of
         acquisition. Such value is the present value of the actuarially
         determined projected cash flows for the acquired policies discounted at
         an appropriate rate.

         PVFP is amortized over the estimated contract life of the business
         acquired in relation to the present value of estimated gross profits.
         The estimated gross profit streams are periodically reevaluated and the
         unamortized balance of PVFP adjusted to the amount that would have
         existed had the actual experience and revised estimates been known and
         applied since inception. The amortization period is the remaining life
         of the policies, which range from 10 to 30 years from the date of
         original policy issue. Based on current assumptions, net amortization
         of the PVFP asset, expressed as a percentage, is projected to be 12.4%,
         11.6%, 10.8%, 9.5% and 8.1% for the years ended December 31, 1998
         through 2002, respectively. Actual amortization incurred during these
         years may vary as assumptions are modified to incorporate actual
         results.

         Prior to April 1, 1996, Life of Virginia's PVFP was calculated in a
         similar manner as the PVFP discussed above and related to policies
         in-force on April 30, 1986, the date the Company was acquired by Aon.
         Under purchase accounting this PVFP was removed.



<PAGE>



   (1)   Continued

         The projected ending balance of PVFP will be further adjusted to
         reflect the impact of unrealized gains or losses on fixed maturities
         classified as available for sale in the investment portfolios. Such
         adjustments are not recorded in the Company's net income but rather as
         a credit or charge to stockholders' equity, net of applicable income
         tax. The components of PVFP are as follows:

<TABLE>
<CAPTION>

                                                                                               Preacquisition
                                                                                 ------------------------------
                                                                  Nine months       Three months
                                                  Year ended            ended            ended     Year ended,
                                                December 31,     December 31,        March 31,    December 31,
(millions)                                              1997             1996             1996            1995
- ---------------------------------------------------------------------------------------------------------------
<S> <C>

PVFP - beginning of period                 $             419.2              -               32.6            48.6
Adjustment related to the purchase
   method of accounting                                    -              484.0              -               -
Interest accreted at 6.75% for 1997
   and 6.25% for 1996                                     28.4             22.4              0.5             2.1
Gross amortization, excluding interest                   (81.6)           (67.5)            (1.1)           (5.3)
Dividend of Globe Life Insurance
   Company (note 7)                                        -                -                -             (12.8)
Effect of net unrealized
   investment (gains) losses                             (33.4)           (19.7)             -               -
- ---------------------------------------------------------------------------------------------------------------

PVFP - end of period                       $             332.6            419.2             32.0            32.6
- ---------------------------------------------------------------------------------------------------------------
</TABLE>


         Goodwill

         Under the purchase method of accounting, Goodwill is the excess of the
         purchase price over the fair value of assets and liabilities acquired
         and PVFP. The Company has elected to amortize goodwill on the straight
         line basis over a 20 year period.

         The Company reviews goodwill to determine if events or changes in
         circumstances may have affected the recoverability of the outstanding
         goodwill as of each reporting period. In the event that the Company
         determined that goodwill was not recoverable it would amortize such
         amounts as additional goodwill expense in the accompanying consolidated
         financial statements. As of December 31, 1997, the Company believes
         that no such adjustment is necessary.


<PAGE>


   (1)   Continued

         Deferred Tax Assets and Liabilities

         Pursuant to the acquisition on April 1, 1996, GE Capital, and Aon
         Corporation, the Company's previous ultimate parent, agreed to file an
         election to treat the acquisition of Life of Virginia as an asset
         acquisition under the provisions of Internal Revenue Code Section
         338(h)(10). As a result of that election, the tax basis of the
         Company's assets as of the date of acquisition were revalued based upon
         fair market values. The principal effect of the election was to
         establish a tax basis of intangibles for the value of the business
         acquired that is amortizable for tax purposes over 10-15 years.

         Deferred income taxes have been provided for the effects of temporary
         differences between financial reporting and tax bases of assets and
         liabilities and have been measured using the enacted marginal tax rates
         and laws that are currently in effect.

         Recognition of Premium Revenue and Related Expenses

         For universal life-type and investment products, generally there is no
         requirement for the payment of a premium other than to maintain account
         values at a level sufficient to pay mortality and expense charges.
         Consequently, premiums for universal life-type policies and investment
         products are not reported as revenue, but as deposits. Policy fee
         revenue for universal life-type policies and investment products
         consists of charges for the cost of insurance, policy administration,
         and surrenders assessed during the period. Expenses include interest
         credited to policy account balances and benefit claims incurred in
         excess of policy account balances.

         In general, for accident and health products, premiums collected are
         reported as earned proportionately over the period covered by the
         policies. For all other life products, premiums are recognized as
         revenue when due. Benefits and related expenses associated with the
         premium revenues are charged to expense proportionately over the lives
         of the policies through a provision for future policy benefit
         liabilities and through deferral and amortization of deferred policy
         acquisition costs.




<PAGE>


   (1)   Continued

         Reinsurance

         Reinsurance premiums, commissions, and expense reimbursements on
         reinsured business are accounted for on a basis consistent with those
         used in accounting for the original policies issued and the terms of
         the reinsurance contracts. Premiums and benefits ceded to other
         companies have been reported as a reduction of premium revenue and
         benefits. Expense reimbursements received in connection with
         reinsurance ceded have been accounted for as a reduction of the related
         policy acquisition costs or, to the extent such reimbursements exceed
         the related acquisition costs, as other revenue. All reinsurance
         receivables and prepaid reinsurance premium amounts are reported as
         assets.

         Investments

         Fixed maturities are classified as available for sale and carried at
         fair value. The amortized cost of fixed maturities is adjusted for
         amortization of premiums and accretion of discounts to maturity that
         are included in net investment income. Included in fixed maturities are
         investments in mortgage-backed securities. Investment income on
         mortgage-backed securities is initially based upon yield, cash flow and
         prepayment assumptions at the date of purchase. Subsequent revisions in
         those assumptions are recorded using the retrospective method, whereby
         the amortized cost of the securities is adjusted to the amount that
         would have existed had the revised assumptions been in place at the
         date of purchase. The adjustments to amortized cost are recorded as a
         charge or credit to investment income.

         Short-term investments are carried at amortized cost which approximates
         fair value. Equity securities are valued at fair value. Mortgage loans
         are carried at their unpaid principal balance, net of allowances for
         estimated uncollectible amounts. Real estate is carried generally at
         cost less accumulated depreciation. Policy loans are carried at unpaid
         principal balance. Other long-term investments are carried generally at
         cost.

         Changes in the market values of investments available-for-sale, net of
         the effect on deferred policy acquisition costs, present value of
         future profits and deferred federal income taxes are reflected as
         unrealized investment gains or losses in a separate component of
         stockholders' interest and accordingly, have no effect on net income.

<PAGE>



   (1)   Continued

         Investments that have declines in fair value below cost, that are
         judged to be other than temporary, are written down to estimated fair
         value and reported as realized investment losses. Additionally,
         reserves for mortgage loans and certain other long-term investments are
         established based on an evaluation of the respective investment
         portfolio, past credit loss experience, and current economic
         conditions. Writedowns and the change in reserves are included in
         realized investment gains and losses in the consolidated statements of
         income. In general, the Company ceases to accrue investment income when
         interest or dividend payments are in arrears.

         Impaired loans are loans for which it is probable that the Company will
         be unable to collect all amounts due according to terms of the original
         contractual terms of the loan agreement. This definition includes,
         among other things, leases, or larger groups of small-homogenous loans,
         and therefore applies principally to the Company's commercial loans.
         Life of Virginia measures impaired loans at the present value of the
         loans discounted cash flow using the effective interest rate of the
         original loan as the discount rate.

         Deferred Policy Acquisition Costs

         Costs of acquiring new business, principally commissions, underwriting
         and sales expenses that vary with and are primarily related to the
         production of new business, are deferred. For non-universal life-type
         products, amortization of deferred policy acquisition costs is related
         to and based on the present value of expected premium revenues on the
         policies. Periodically amortization is adjusted to reflect current
         withdrawal experience. Expected premium revenues are estimated by using
         the same assumptions used in estimating future policy benefits.

         Deferred policy acquisition costs related to universal life-type
         policies and investment products are amortized in relation to the
         present value of expected gross profits on the policies. Such
         amortization is adjusted periodically to reflect differences in actual
         and assumed gross profits.


<PAGE>



   (1)   Continued

         To the extent that unrealized gains or losses on available for sale
         securities would result in an adjustment to deferred policy acquisition
         costs amortization, had those gains or losses actually been realized,
         the related deferred policy acquisition cost adjustments are recorded
         along with the unrealized gains or losses included in stockholders'
         equity with no effect on net income.

         The components of deferred policy acquisition costs are as follows:
<TABLE>
<CAPTION>


                                                                                            Preacquisition
                                                                                   -------------------------
                                                                   Nine months   Three months
                                                   Year ended            ended          ended    Year ended
                                                 December 31,     December 31,      March 31,   December 31,
(millions)                                               1997             1996           1996           1995
- ------------------------------------------------------------------------------------------------------------
<S> <C>

Deferred policy acquisition costs -                 $    70.3             -            363.9          388.1
   beginning of period
Commissions and expenses deferred                       112.3            74.9           22.2           76.1
Amortization                                            (10.8)           (3.2)          (6.0)         (39.3)
Dividend of Globe Life Insurance
   Company (note 7)                                       -               -              -            (22.8)
Effect of net unrealized investment
   (gains) losses                                        (6.8)           (1.4)          17.9          (38.2)
- ------------------------------------------------------------------------------------------------------------

Deferred policy acquisition costs - end of period   $   165.0            70.3          398.0          363.9
- ------------------------------------------------------------------------------------------------------------

</TABLE>


         Property and Equipment

         Property and equipment are generally depreciated using the
         straight-line method over their estimated useful lives. As a result of
         purchase accounting, fully depreciated property and equipment were
         removed.

         Fair Value of Financial Instruments

         The following methods and assumptions were used to estimate fair values
         for financial instruments. The carrying amounts in the consolidated
         statements of financial position for cash and short-term investments
         approximate their fair values. Fair values for fixed

<PAGE>



   (1)   Continued

         maturity securities and equity securities are based on quoted market
         prices or, if they are not actively traded, on estimated values
         obtained from independent pricing services or in the case of private
         placements, are estimated by discounted expected future cash flows
         using a current market rate applicable to the yield credit quality,
         call features and maturity of the investments, as applicable. The fair
         values for mortgage loans and policy loans are estimated using
         discounted cash flow analyses, using interest rates currently being
         offered for similar loans to borrowers with similar credit ratings.
         Fair values of derivatives are based on quoted prices for
         exchange-traded instruments or the cost to terminate or offset with
         other contracts.

         Fair values for liabilities for investment-type contracts are estimated
         using discounted cash flow calculations based on interest rates
         currently being offered for similar contracts with maturities
         consistent with those remaining for the contracts being valued.

         Separate Account Business

         The assets and liabilities of the separate accounts represent
         designated funds of group pension, variable life and annuity
         policyholders and are not guaranteed or supported by other general
         investments of the Company. The Company earns mortality and expense
         risk fees from the separate accounts and assesses withdrawal charges in
         the event of early withdrawals. The assets are carried at fair value
         and are offset by liabilities that represent such policyholders' equity
         in those assets. The net investment income generated from these assets
         is not included in the consolidated statements of income.

         The Company has periodically transferred capital to the separate
         accounts to provide for the initial purchase of investments in the new
         portfolios. As of December 31, 1997, approximately $44.6 million of the
         Company's common stock investment related to its capital investments in
         the separate accounts.

         Future Policy Benefit Liabilities and Unearned Premiums and Policy and
         Contract Claims

         Future policy benefit liabilities on non-universal life-type and
         accident and health products have been provided on the net level
         premium method. The liabilities are calculated based on assumptions as
         to investment yield, mortality, morbidity and

<PAGE>



   (1)   Continued

         withdrawal rates that were determined at the date of issue or
         acquisition of Life of Virginia by the Parent, and provide for possible
         adverse deviations. Interest assumptions are graded and range from 7.4%
         to 6.5%.

         Withdrawal assumptions are based principally on experience and vary by
         plan, year of issue, and duration.

         Policyholder liabilities on universal life-type and investment products
         are generally based on policy account values. Interest crediting rates
         for these products range from 8.6% to 4.5%.

         Unearned premiums generally are calculated using the pro rata method
         based on gross premiums. However, in the case of credit life and credit
         accident and health, the unearned premiums are calculated such that the
         premiums are earned over the period of risk in a reasonable
         relationship to anticipated claims.

         Policy and contract claim liabilities represent estimates for reported
         claims, as well as provisions for losses incurred, but not yet
         reported. These claim liabilities are based on historical experience
         and are estimates of the ultimate amount to be paid when the claims are
         settled. Changes in the estimated liability are reflected in income as
         the estimates are revised.

         Foreign Currency Translation

         Foreign revenues and expenses are translated at average exchange rates.
         Foreign assets and liabilities are translated at year-end exchange
         rates. Unrealized foreign exchange gains or losses on translation are
         generally reported in stockholders' equity. No tax effect was taken
         into consideration for unrealized losses.


   (2)   Invested Assets and Related Income

         Under purchase accounting, the fair value of Life of Virginia's fixed
         maturity investments as of April 1, 1996, became Life of Virginia's new
         cost basis in such investments. The difference between the new cost
         basis and original par is then amortized against investment income over
         the remaining effective lives of the fixed maturity investments.


<PAGE>


   (2)   Continued

         The Company's investments in debt and equity securities are considered
         available for sale and are carried at estimated fair value, with the
         aggregate unrealized appreciation or depreciation being recorded as a
         separate component of stockholders' equity. The carrying value and
         amortized cost of investments at December 31, 1997 and 1996 were as
         follows:

<TABLE>
<CAPTION>

                                                                                          December 31, 1997
                                                               -------------------------------------------------

                                                                                Gross        Gross
                                                                  Amortized   Unrealized  Unrealized       Fair
(millions)                                                           Cost       Gains       Losses        Value
- ----------------------------------------------------------------------------------------------------------------
<S> <C>

Available for sale:
     U.S. government and agencies                            $         44.3         1.3          -           45.6
     States and political subdivisions                                  1.8         0.3          -            2.1
     Foreign governments                                              200.1         6.5         (0.3)       206.3
     Corporate securities                                           3,362.1       120.6         (8.1)     3,474.6
     Mortgage-backed securities                                     1,859.8        39.6         (5.4)     1,894.0
- ----------------------------------------------------------------------------------------------------------------

Total fixed maturities                                              5,468.1       168.3        (13.8)     5,622.6

Total equity securities                                               130.7        21.5         (0.5)       151.7
- ----------------------------------------------------------------------------------------------------------------

Total available for sale                                     $      5,598.8       189.8        (14.3)     5,774.3
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>

                                                                                          December 31, 1996
                                                               --------------------------------------------------

                                                                                Gross        Gross
                                                                  Amortized   Unrealized  Unrealized         Fair
(millions)                                                           Cost       Gains       Losses          Value
- ------------------------------------------------------------------------------------------------------------------
<S> <C>
Available for sale:
     U.S. government and agencies                            $         65.5         2.1          -           67.6
     States and political subdivisions                                  2.1         -            -            2.1
     Foreign governments                                              178.2         5.6          -          183.8
     Corporate securities                                           3,092.1        29.0        (19.6)     3,101.5
     Mortgage-backed securities                                     1,764.3        29.7         (6.3)     1,787.7
- -----------------------------------------------------------------------------------------------------------------

Total fixed maturities                                              5,102.2        66.4        (25.9)     5,142.7

Total equity securities                                               155.1        11.2         (0.8)       165.5
- -----------------------------------------------------------------------------------------------------------------

Total available for sale                                     $      5,257.3        77.6        (26.7)     5,308.2
- -----------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


   (2)   Continued

         The scheduled maturity distribution of the fixed maturity portfolio at
         December 31 follows. Expected maturities may differ from scheduled
         contractual maturities because issuers of securities may have the right
         to call or prepay obligations with or without call or prepayment
         penalties.
<TABLE>
<CAPTION>



                                                                                               1997
                                                                               ---------------------------
                                                                                    Amortized         Fair
(millions)                                                                               Cost        Value
- ----------------------------------------------------------------------------------------------------------
<S> <C>

Due in one year or less                                                      $         105.8         106.7
Due after one year through five years                                                1,196.8       1,224.3
Due after five years through ten years                                               1,654.9       1,705.3
Due after ten years                                                                    650.8         692.3
- -----------------------------------------------------------------------------------------------------------

Subtotals                                                                            3,608.3       3,728.6

Mortgage-backed securities                                                           1,859.8       1,894.0
- -----------------------------------------------------------------------------------------------------------

Totals                                                                       $       5,468.1       5,622.6
- -----------------------------------------------------------------------------------------------------------
</TABLE>



         As  required  by  law,  the  Company  has investments on deposit with
         governmental authorities and banks for the protection of policyholders
         of $4.7 million and $4.5 million at December 31, 1997 and 1996,
         respectively.

         At December 31, 1997, approximately 24.8% and 15.9% of the Company's
         investment portfolio is comprised of securities issued by the
         manufacturing and financial industries, respectively, the vast majority
         of which are rated investment grade, and which are senior secured
         bonds. No other industry group comprises more than 10% of the Company's
         investment portfolio. This portfolio is widely diversified among
         various geographic regions in the United States, and is not dependent
         on the economic stability of one particular region.

         At December 31, 1997, the Company did not hold any fixed maturity
         securities, other than securities issued or guaranteed by the U.S.
         government, which exceeded 10% of shareholders interest.



<PAGE>


   (2)   Continued

         The credit quality of the fixed maturity portfolio at December 31,
         follows. The categories are based on the higher of the ratings
         published by Standard & Poors or Moody's.
<TABLE>
<CAPTION>



                                                             1997                         1996
                                                  -------------------------     -------------------------
                                                      Fair                         Fair
                                                     value      Percent           value       Percent
- ------------------------------------------------------------------------------------------------------
<S> <C>

Agencies and treasuries                        $      308            5.5%   $      317          6.2%
AAA/Aaa                                             1,465           26.0         1,437         27.9
AA/Aa                                                 320            5.7           247          4.8
A/A                                                 1,101           19.6           988         19.2
BBB/Baa                                             1,862           33.1         1,864         36.3
BB/Ba                                                 307            5.5           207          4.0
B/B                                                    77            1.4            13          0.3
Not rated                                             182            3.2            69          1.3
- -----------------------------------------------------------------------------------------------------

Totals                                         $    5,622          100.0%   $  5,142.         100.0%
- -----------------------------------------------------------------------------------------------------
</TABLE>



         Bonds with earnings ranging from AAA/Aaa to BBB-/Baa3 are generally
         regarded as investment grade securities. Some agencies and treasuries
         (that is, those securities issued by the United States government or an
         agency thereof) are not rated, but all are considered to be investment
         grade securities. Finally, some securities, such as private placements,
         have not been assigned a rating by any rating service and are therefore
         categorized as "not rated." This has neither positive nor negative
         implications regarding the value of the security.


<PAGE>


   (2)   Continued

         The Company had $6.4 million and $12.6 million of non-income producing
         investments on December 31, 1997 and December 31, 1996, respectively.

         "Impaired" loans are defined under generally accepted accounting
         principles as loans for which it is probable that the lender will be
         unable to collect all amounts due according to the original contractual
         terms of the loan agreement. That definition excludes, among other
         things, leases or large groups of smaller-balance homogenous loans, and
         therefore applies principally to the Company's commercial loans.

         Under these principles, the Company has two types of "impaired" loans
         as of December 31, 1997 and 1996: loans requiring allowances for losses
         and loans expected to be fully recoverable because the carrying amount
         has been reduced previously through charge-offs or deferral at income
         recognition ($23.0 million and $-, respectively). There was no
         allowance for losses on these loans as of December 31, 1997 and 1996.
         Average investment in impaired loans during 1997 was $23.0 million and
         interest income earned on these loans while they were considered
         impaired was $2.0 million. There were no impaired loans nor related
         interest income earned on such loans in 1996.

         The Company's mortgage and real estate portfolio is distributed by
         geographic location and type. However, the Company has concentration
         exposures in certain regions and in certain types as shown in the
         following two tables.

         Geographic distribution as of December 31, 1997:

<TABLE>
<CAPTION>


                                                                                    Mortgage    Real estate
- -----------------------------------------------------------------------------------------------------------
<S> <C>

South Atlantic                                                                          47.0%         60.3%
East North Central                                                                      14.8           2.3
Mountain                                                                                14.1           -
West South Central                                                                      12.0          37.4
Pacific                                                                                  6.6           -
Middle Atlantic                                                                          3.9           -
East South Central                                                                       1.6           -
- ------------------------------------------------------------------------------------------------------------

Total                                                                                  100.0%         100.0%
- ------------------------------------------------------------------------------------------------------------
</TABLE>




<PAGE>


(2)      Continued

         Type distribution as of December 31, 1997:

<TABLE>
<CAPTION>


                                                                                Mortgage     Real estate
- --------------------------------------------------------------------------------------------------------
<S> <C>

Office building                                                                   19.8%            51.1%
Retail                                                                            23.7             21.3
Industrial                                                                        21.2               -
Apartments                                                                        21.8             25.3
Other                                                                             13.5              2.3
- --------------------------------------------------------------------------------------------------------

Total                                                                            100.0%           100.0%
- --------------------------------------------------------------------------------------------------------
</TABLE>





         Net unrealized gains and losses on investment securities classified as
         available-for-sale are reduced by deferred income taxes and adjustments
         to the present value of future profits and deferred policy acquisition
         costs that would have resulted had such gains and losses been realized.
         Net unrealized gains and losses on available-for-sale investment
         securities reflected as a separate component of stockholders' equity
         are summarized as follows:

<TABLE>
<CAPTION>


                                                                                               Preacquisition
                                                                               -------------------------------------
                                                                     Nine months        Three months
                                                      Year ended        ended              ended        Year ended
                                                     December 31,    December 31,          March 31,    December 31,
(millions)                                               1997             1996               1996           1995
- --------------------------------------------------------------------------------------------------------------------
<S> <C>

Net unrealized gains on available-for-sale investment securities before
   adjustments:
      Fixed maturities                     $           154.5             40.5                2.8          143.8
      Equity securities                                 21.0             10.4                5.8           23.2
- --------------------------------------------------------------------------------------------------------------------

Subtotal                                               175.5             50.9                8.6          167.0

Adjustments to the present value
   of future profits and deferred policy
   acquisition costs                                   (61.2)           (21.1)               9.9           (8.0)

Deferred income taxes                                  (40.0)           (10.4)              (6.6)         (55.9)
- --------------------------------------------------------------------------------------------------------------------

Net unrealized gains on
   available-for-sale investment
   securities                                           74.3             19.4               11.9          103.1
- --------------------------------------------------------------------------------------------------------------------
</TABLE>




<PAGE>


(2)      Continued

         The source of investment income of the Company is as follows:

<TABLE>
<CAPTION>
                                                                                           Preacquisition
                                                                            ----------------------------------
                                                                Nine months     Three months
                                                  Year ended          ended            ended     Year ended
                                                 December 31,   December 31,        March 31,   December 31,
(millions)                                              1997           1996             1996           1995
- --------------------------------------------------------------------------------------------------------------
<S> <C>

Fixed maturities                           $           398.5          274.4             93.1          332.8
Equity securities                                        7.3            8.7              4.2           10.8
Mortgage loans on real estate                           48.3           41.3             13.5           49.8
Short-term investments                                   1.0            2.5              0.5            3.5
Other investments                                       22.3           12.9              3.0           13.2
- --------------------------------------------------------------------------------------------------------------

Gross investment income                                477.4          339.8            114.3          410.1
Investment expenses                                     (4.9)          (5.4)            (2.3)          (8.0)
- --------------------------------------------------------------------------------------------------------------

Net investment income                      $           472.5          334.4            112.0          402.1
- --------------------------------------------------------------------------------------------------------------
</TABLE>



         Gross realized investment gains and losses resulting from the sales of
         investment securities were as follows:

<TABLE>
<CAPTION>


                                                                                     Preacquisition
                                                                     ---------------------------------
                                                      Nine months     Three months
                                       Year ended           ended            ended       Year ended
                                      December 31,    December 31,        March 31,     December 31,
(millions)                                   1997            1996             1996             1995
- ------------------------------------------------------------------------------------------------------
<S> <C>

Fixed maturities available for sale:
   Gross gains                         $      8.3             0.6              0.5             12.9
   Gross losses                               -              (0.7)            (1.4)           (90.2)
Fixed maturities held to maturity:
   Gross gains                                -               -                -                1.1
   Gross losses                               -               -                -              (13.8)
Equity securities                             3.4             6.0             10.3              5.6
Mortgage loans on real estate                (0.8)            -               (0.4)             2.3
Other                                         2.4             0.1              -                5.6
- ---------------------------------------------------------------------------------------------------

Total before tax                             13.3             6.0              9.0            (76.5)
Less applicable tax                          (4.7)           (2.3)            (1.9)            26.8
- ----------------------------------------------------------------------------------------------------

Total                                  $      8.6             3.7              7.1            (49.7)
- ----------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>


(2)      Continued

         The changes in net unrealized gains (losses) on fixed maturities and
         equity security investments are as follows:

<TABLE>
<CAPTION>


                                                                                           Preacquisition
                                                                           -----------------------------------
                                                              Nine months    Three months
                                              Year ended            ended           ended       Year ended
                                             December 31,     December 31,       March 31,     December 31,
(millions)                                          1997             1996            1996             1995
- --------------------------------------------------------------------------------------------------------------

<S> <C>
Fixed maturities:
   Available for sale                         $    114.0             40.5          (141.0)           298.7
   Held to maturity                                  -                -               -              233.7
Equity securities                                   10.6             10.4           (17.4)            26.1
- --------------------------------------------------------------------------------------------------------------

Net unrealized investment gains (losses)      $    124.6             50.9          (158.4)           558.5
- --------------------------------------------------------------------------------------------------------------
</TABLE>



 (3)     Income Tax

         Beginning April 1, 1996, Life of Virginia and its subsidiary have been
         included in the life insurance company consolidated federal income tax
         return of GE Capital Assurance and are also subject to a separate
         tax-sharing agreement, as approved by state insurance regulators, the
         provisions of which are substantially the same as the tax-sharing
         agreement with GE Capital. Prior to April 1, 1996, Life of Virginia was
         included in the consolidated federal income tax return of Aon and its
         principal domestic subsidiaries and in accordance with intercompany
         policy, provided taxes on income based on a separate company basis.
         Amounts payable or recoverable related to periods before April 1, 1996,
         are subject to an indemnification agreement with Aon. As such the
         Company is not at risk for any income taxes nor entitled to recoveries
         related to those periods.



<PAGE>


(3)      Continued

         Income taxes are recorded in the statements of income and directly in
         stockholders' equity accounts. Income taxes for the years ending
         December 31 was allocated as follows:

<TABLE>
<CAPTION>



                                                                                     Preacquisition
                                                                      -----------------------------------
                                                        Nine months     Three months
                                        Year ended            ended            ended      Year ended
                                       December 31,     December 31,        March 31,    December 31,
(millions)                                    1997             1996             1996            1995
- ---------------------------------------------------------------------------------------------------------
<S> <C>

Statement of income:
   Operating income (excluding
      realized investment gains
      and losses)                         $   47.5             29.5              5.1            53.9
   Realized investment gains/losses            4.7              2.3              1.9           (26.8)
- --------------------------------------------------------------------------------------------------------

   Income tax expense included
      in the statement of income              52.2             31.8              7.0            27.1
Stockholders' equity:
   Unrealized gains/(losses) on
      securities available for sale           29.6             10.4            (49.3)           86.0
- --------------------------------------------------------------------------------------------------------

Total                                     $   81.8             42.2            (42.3)          113.1
- --------------------------------------------------------------------------------------------------------


</TABLE>

         The actual federal income tax expense differed from the expected tax
         expense computed by applying the U.S. federal statutory rate to income
         before income tax expense. A reconciliation of the income tax
         provisions based on the statutory corporate tax rate to the provisions
         reflected in the consolidated financial statements is as follows:

<TABLE>
<CAPTION>
                                                                                                   Preacquisition
                                                                                     ------------------------------------------
                                                                    Nine months          Three months
                                              Year ended               ended                ended              Year ended
                                             December 31,          December 31,          December 31,         December 31,
                                                 1997                  1996                  1996                 1995
                                         --------------------- --------------------- -------------------- ---------------------
<S> <C>
Statutory tax rate .....................  $  50.1       35.0%   $  30.1       35.0%   $  6.6       35.0%   $  23.2       35.0%
Tax-exempt investment income
 deductions ............................    ( 0.9)      (0.7)     ( 1.0)      (1.2)       --       (0.1)     ( 0.1)      (0.1)
Adjustment of prior year taxes .........       --         --         --         --        --         --        3.5        5.3
Other-net ..............................      3.0        2.2        2.7        3.2       0.4        2.1        0.5        0.7
                                          -------       ----    -------       ----    ------       ----    -------       ----
Effective tax rate .....................  $  52.2       36.5%   $  31.8       37.0%   $  7.0       37.0%   $  27.1       40.9%
                                          =======       ====    =======       ====    ======       ====    =======       ====
</TABLE>

     Significant compnents of Life of Virginia's deffered tax liabilities and
assets are as follows (in millions):



<TABLE>
<CAPTION>
                                              December 31,     December 31,
                                                  1997             1996
                                             --------------   -------------
<S> <C>
Deferred tax liabilities:
 Present value of future profits .........       $ 79.1             89.9
 Unrealized investment gains .............         40.0             10.4
 Other ...................................          2.7              6.5
                                                 ------            -----
Total deferred tax liabilities ...........        121.8            106.7
                                                 ------            -----
Deferred tax assets:
 Insurance reserve amounts ...............        142.9            120.4
 Policy acquisition costs ................         11.8             34.3
 Guaranty fund amounts ...................          9.4             10.8
 Other ...................................         15.1             14.1
                                                 ------            -----
Total deferred tax assets ................        179.2            179.6
                                                 ------            -----
Net deferred tax assets ..................       $ 57.4             72.9
                                                 ======            =====
</TABLE>

     Deferred taxes are allocated to individual subsidiaries by applying the
asset and liability method of accounting for deferred income taxes.
Intercompany balances are settled annually.





<PAGE>

(3)      Continued

         A valuation allowance is provided when it is more likely than not that
         some portion of the deferred tax assets will not be realized.
         Management believes the deferred tax assets will be fully realized in
         the future based on the expectation of the reversal of existing
         temporary differences, anticipated future earnings, and consideration
         of all other available evidence. Accordingly, no valuation allowance is
         established.

         The amount of income taxes paid (refunded) for the year ended December
         31, 1997, the nine months ended December 31, 1996, three months ended
         March 31, 1996, and the year ended December 31, 1995 was $64.4 million,
         $38.6 million, $(2.4) million and $44.9 million, respectively.


   (4)   Reinsurance and Claim Reserves

         Life of Virginia is involved in both the cession and assumption of
         reinsurance with other companies. Life of Virginia's reinsurance
         consists primarily of long-duration contracts that are entered into
         with financial institutions and related party reinsurance. Although
         these reinsurance agreements contractually obligate the reinsurers to
         reimburse the Company, they do not discharge the Company from its
         primary liabilities and the Company remains liable to the extent that
         the reinsuring companies are unable to meet their obligations.

         A summary of reinsurance activity is as follows:

<TABLE>
<CAPTION>


                                                                                       Preacquisition
                                                                       ---------------------------------
                                                         Nine months     Three months
                                         Year ended            ended            ended        Year ended
                                       December 31,     December 31,        March 31,      December 31,
                                               1997             1996             1996              1995
                                     ---------------  ---------------  ---------------   ---------------
                                             Earned           Earned           Earned            Earned
                                     ---------------  ---------------  ---------------   ---------------
<S> <C>
Direct                              $         337.3            210.5             77.2             261.5
Assumed                                        20.7              6.6             35.0               4.3
Ceded                                          84.8             62.4             19.8              86.5
- -------------------------------------------------------------------------------------------------------

Net premiums                                  273.2            154.7             92.4             179.3
- -------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>


   (4)   Continued

         Due to the nature of the Company's reinsurance contracts, premiums
         earned approximate premiums written.

         A significant portion of Life of Virginia's ceded premiums relates to
         group life and health premiums. Life of Virginia is the primary carrier
         for the State of Virginia employees group life and health plan. By
         statute, Life of Virginia must reinsure these risks with other Virginia
         domiciled companies who wish to participate.

         Incurred losses and loss adjustment expenses are net of reinsurance of
         $72.7 million, $60.5 million, $17.2 million and $63.1 million for the
         year ended December 31, 1997, the nine months ended December 31, 1996,
         three months ended March 31, 1996 and the year ended December 31, 1995,
         respectively.

         In December 1994, Life of Virginia ceded to CICA $406.6 million of its
         guaranteed investment contract liabilities. In conjunction with the
         liability cession, Life of Virginia transferred to CICA available for
         sale fixed maturities with a fair value of $278.1 million and a cost of
         $287.2 million and preferred stock with a fair value of $110.5 million
         and a cost of $119.7 million.

         In January 1995, Life of Virginia ceded to CICA $600 million of its
         single premium deferred annuity liabilities. In conjunction with the
         liability cession, Life of Virginia transferred to CICA available for
         sale fixed maturities with a fair value of $436.1 million and book
         value of $501.4 million and held to maturity fixed maturities with a
         fair value of $81.4 million and a book value of $95.1 million. In
         addition, $5.5 million of accrued income related to the assets above
         was transferred to CICA. This transaction resulted in a deferred
         reinsurance gain of $77.0 million, $24 million of which was recognized
         in 1995. Additionally, Life of Virginia recognized a $79.0 million
         realized investment loss.



<PAGE>


(4)      Continued

         In connection with the sale of the Company, the following transactions
         occurred effective January 1, 1996: single premium deferred annuity
         liabilities reinsured with CICA in 1995 were recaptured, guaranteed
         investment contract liabilities reinsured with CICA in 1994 were
         recaptured, other lines of CICA insurance business inforce were
         assumed, and other related liabilities of CICA were assumed. In
         conjunction with the recapture and assumption, CICA transferred to Life
         of Virginia assets with a fair value totaling $842.6 million. For the
         three months ended March 31, 1996, premiums of $33.9 million, benefits
         of $46.7 million, commission expense of $10.2 million and a capital
         contribution of $69.3 million as a result of various reinsurance
         transactions. The $53 million deferred reinsurance gain remaining at
         December 31, 1995 from the January 1995 single premium deferred annuity
         cession to CICA was recognized as a capital contribution. The tables
         below summarize the assets and liabilities transferred from CICA to the
         Company.

<TABLE>
<CAPTION>


       Millions                                                    Fair Value
- -----------------------------------------------------------------------------
<S> <C>
Assets transferred:
     Fixed maturity                                              $     727.4
     Preferred stock                                                    88.2
     Policy loans                                                       14.2
     Accrued investment income                                          10.0
     Cash                                                                2.8
- -----------------------------------------------------------------------------

Total                                                                  842.6
- -----------------------------------------------------------------------------

Liabilities recaptured and assumed:
     Single premium deferred annuity                                   410.5
     Guaranteed investment contracts                                   212.6
     Universal life contracts                                          156.6
     Individual traditional contracts                                   33.2
     Other lines of business inforce                                    19.9
     Other liabilities                                                  16.5
- -----------------------------------------------------------------------------

Total                                                            $     849.3
- -----------------------------------------------------------------------------
</TABLE>






<PAGE>


   (5)   Employee Benefits

         Savings Plan

         Beginning April 1, 1996, Life of Virginia's salaried and commissioned
         employees participated in a General Electric contributory savings plan.
         Provisions made for the savings plan were $.9 million and $.6 million
         for the year ended December 31, 1997 and the nine months ended December
         31, 1996.

         Prior to the acquisition on April 1, 1996, Life of Virginia
         participated in Aon's contributory savings plan for the benefit of
         salaried and commissioned employees. Provisions made for the savings
         plan were $.3 million and $.8 million for the three months ended March
         31, 1996, and the year ended December 31, 1995, respectively. This plan
         terminated upon the acquisition of Life of Virginia by GE Capital.

         Employee Stock Ownership Plan

         Prior to the acquisition on April 1, 1996, Life of Virginia
         participated in Aon's leveraged ESOP for the benefit of salaried and
         certain commissioned employees. Contributions to the ESOP for the three
         months ended March 31, 1996 and the year ended December 31, 1995
         charged to Life of Virginia's operations amounted to $.1 million and
         $.5 million, respectively. This plan terminated upon the acquisition of
         Life of Virginia by GE Capital.

         Pension Plan

         Beginning April 1, 1996, Life of Virginia's salaried and commissioned
         employees participated in a General Electric contributory defined
         benefit pension plan. Generally, benefits are based on the greater of a
         formula recognizing career earnings or a formula recognizing length of
         service and final average earnings. Benefit provisions are subject to
         collective bargaining. General Electric's funding policy is to
         contribute amounts sufficient to meet minimum funding requirements as
         set forth in employee benefit and tax laws plus such additional amounts
         as determined appropriate. The components of net periodic pension cost
         and benefit obligations of the General Electric defined benefit plan
         are not separately available for Life of Virginia. In connection with
         Life of Virginia's participation in the General Electric contributory
         defined benefit pension plan a $.6 million and $.4 million expense were
         incurred for the year ended December 31, 1997 and the nine months ended
         December 31, 1996.


<PAGE>


   (5)   Continued

         Prior to the acquisition on April 1, 1996, Life of Virginia
         participated in Aon's non-contributory defined benefit pension plan
         providing retirement benefits for salaried employees and certain
         commissioned employees based on years of service and salary. Aon's
         funding policy was to contribute amounts to the plan sufficient to meet
         the minimum funding requirements set forth in the Employee Retirement
         Income Security Act of 1974, plus such additional amounts as Aon
         determined to be appropriate from time to time. The components of net
         periodic pension cost and benefit obligations of the Aon defined
         benefit plan were not separately available for Life of Virginia. In
         connection with Life of Virginia's participation in the Aon defined
         benefit plan, the Company had net pension credits of $1.2 million and
         $3.8 million in the three months ended March 31, 1996 and the year
         ended December 31, 1995. This plan terminated upon the acquisition of
         Life of Virginia by GE Capital.

         Postretirement Benefits Other Than Pensions

         Beginning April 1, 1996, Life of Virginia's salaried and commissioned
         employees participated in a General Electric retiree health and life
         insurance benefit plan. The plans principally provides health and life
         insurance benefits to employees who retire under the General Electric
         pension plan with 10 or more years of service. Retirees share in the
         cost of their health care benefits. The funding policy for retiree
         health benefits is generally to pay covered expenses as they are
         incurred. Expenses incurred by Life of Virginia for the year ended
         December 31, 1997 and the nine months ended December 31, 1996 for the
         retiree health and life insurance benefit plan were $1.9 million and
         $1.3 million, respectively.

         Prior to the acquisition on April 1, 1996, Aon sponsored two defined
         benefit postretirement health and welfare plans in which Life of
         Virginia participated that cover both salaried and nonsalaried
         employees. One plan provided medical benefits, prior to and subsequent
         to Medicare eligibility, and the other provided life insurance
         benefits. The postretirement health care plan was contributory, with
         retiree contributions adjusted annually; the life insurance plan was
         noncontributory. Both plans were funded on a pay-as-you-go basis. These
         plans terminated upon the acquisition of Life of Virginia by GE
         Capital.




<PAGE>


(6)      Lease Commitments

         Life of Virginia has noncancelable operating leases for certain office
         space, equipment and automobiles. Future minimum rental payments
         required under operating leases that have initial or remaining
         noncancelable lease terms in excess of one year at December 31, 1997
         are as follows:

<TABLE>
<CAPTION>


(millions)                                       Minimum lease payments
- ------------------------------------------------------------------------
<S> <C>
1998                                                           $    1.1
1999                                                                0.8
2000                                                                0.5
2001                                                                0.3
2002                                                                -
Later years                                                         -
- ------------------------------------------------------------------------

Total minimum payments required                                $    2.7
- ------------------------------------------------------------------------
</TABLE>




         Rental expense for all operating leases for the year ended December 31,
         1997, for the nine months ended December 31, 1996, the three months
         ended March 31, 1996 and the year ended December 31, 1995 amounted to
         $1.3 million, $2.5 million, $.8 million and $3.6 million, respectively.


   (7)   Related Party Transactions

         Life of Virginia pays investment advisory fees and other fees to
         affiliates. Amounts incurred for these items aggregated $7.6 million,
         $3.2 million, $3.5 million and $5.8 million for the year ended December
         31, 1997, the nine months ended December 31, 1996, the three months
         ended March 31, 1996 and the year ended December 31, 1995,
         respectively. Life of Virginia charges affiliates for certain services
         and for the use of facilities and equipment which aggregated $4.6
         million, $2.0 million, $1.0 million, and $10.0 million for the year
         ended December 31, 1997, the nine months ended December 31, 1996, the
         three months ended March 31, 1996, and the year ended December 31,
         1995, respectively.




<PAGE>


   (7)   Continued

         At December 31, 1997 and 1996, Life of Virginia held investments in
         securities of certain affiliates amounting to $2.6 million. Amounts
         included in net investment income related to these holdings totaled
         $0.1 million, $0.1 million, $0.2 million and $1.0 million for the year
         ended December 31, 1997, for the nine months ended December 31, 1996,
         the three months ended March 31, 1996 and the year ended December 31,
         1995, respectively.

         In January 1995, Life of Virginia dividend 100% of its Globe Life
         Insurance Company ("Globe") common stock to CICA, a subsidiary of Aon.
         At December 31, 1994, Globe had assets of $954.9 million, liabilities
         of $765.7 million and stockholders' equity of $189.2 million. The fair
         value of this dividend was $193.3 million.

         In 1995, Life of Virginia received from CICA, in the form of a capital
         contribution, fixed maturities with a fair value of $45.0 million.

         In January 1995, Life of Virginia transferred limited partnership
         investments with a fair value of $8.0 million and book value of $7.5
         million, common stocks with a fair value of $5.6 million and book value
         of $3.4 million, and cash of $6.4 million to pay a $20.0 million
         dividend declared but not paid in 1994. A $2.7 million realized
         investment gain was recorded on this transfer.


   (8)   Litigation

         Life of Virginia is subject to numerous claims and lawsuits that arise
         in the ordinary course of business. In some of these cases the remedies
         that may be sought or damages claimed are substantial, including cases
         that seek punitive or extraordinary damages. Accruals for these
         lawsuits have been provided to the extent that losses are deemed
         probable and are estimable. Although the ultimate outcome of these
         suits cannot be ascertained and liabilities in indeterminate amounts
         may be imposed on Life of Virginia, on the basis of present
         information, availability of insurance coverage, and advice received
         from counsel, it is the opinion of management that the disposition or
         ultimate determination of such claims and lawsuits will not have a
         material adverse effect on the consolidated financial position or
         results of operations of Life of Virginia.



<PAGE>


   (9)   Financial Instruments

         Interest Rate Risk Management

         Life of Virginia used interest rate swap agreements to manage asset and
         liability durations relating to its capital accumulation annuity
         business. As of December 31, 1995, these swap agreements had the net
         effect of lengthening liability durations. Variable rates received on
         interest rate swap agreements correlate with crediting rates paid on
         outstanding liabilities. The net effect of swap payments is settled
         periodically and reported in income. There was no settlement of
         underlying notional amounts.

         Life of Virginia performed frequent analyses to measure the degree of
         correlation associated with its derivative program. Life of Virginia
         assessed the adequacy of the correlation analyses results in
         determining whether the derivatives qualify for hedge accounting.
         Realized gains and losses on derivatives that qualify as hedges were
         deferred and reported as an adjustment of the cost basis of the hedged
         item. Deferred gains and losses were amortized into income over the
         life of the hedged item. The fair value of swap agreements hedging
         liabilities were not recognized in the consolidated statements of
         financial position.

         These interest rate swaps gave rise to credit risks due to possible
         non-performance by counterparties. The credit risk was generally
         limited to the fair value of those contracts that were favorable to
         Life of Virginia. Life of Virginia limited its credit risk by
         restricting investments in derivative contracts to a diverse group of
         highly rated major financial institutions. Life of Virginia closely
         monitored the credit worthiness of, and exposure to, its counterparties
         and considered its credit risk to be minimal.

         Life of Virginia had no interest rate swaps outstanding at December 31,
         1997 and 1996.

         During the three months ended March 31, 1996 and the year ended
         December 31, 1995 Life of Virginia amortized $.6 million and $1.4
         million, respectively, of net deferred losses relating to interest rate
         swaps into income.

         As of December 31, 1995, the principal swaps have maturities ranging
         from September 1999 to October 2000 and variable rates based on five
         year treasury rates. These swaps were terminated prior to March 31,
         1996 resulting in a $1.1 million gain which was deferred.


<PAGE>



(9)      Continued

         Other Financial Instruments

         Life of Virginia has certain investment commitments to provide
         fixed-rate loans. The investment commitments, which would be
         collateralized by related properties of the underlying investments,
         involve varying elements of credit and market risk. Investment
         commitments outstanding at December 31, 1997 and December 31, 1996,
         totaled $16.7 million and $1.7 million, respectively.


         Fair Value of Financial Instruments

         Accounting standards require the disclosure of fair values for certain
         financial instruments. The fair value disclosures are not intended to
         encompass the majority of policy liabilities, various other
         non-financial instruments, or other intangible items related to Life of
         Virginia's business. Accordingly, care should be exercised in deriving
         conclusions about Life of Virginia's business or financial condition
         based on the fair value disclosures.

         The Company has no derivative financial instruments as defined by SFAS
         No. 119 at December 31, 1997, other than mortgage loan commitments of
         $67.7 million.



<PAGE>


   (9)   Continued

         The carrying amount and fair value of certain of Life of Virginia's
         financial instruments are as follows:

<TABLE>
<CAPTION>


                                                                 December 31, 1997         December 31, 1996
                                                               ------------------------------------------------
                                                                Carrying         Fair    Carrying         Fair
(millions)                                                        Amount        Value      Amount        Value
- ---------------------------------------------------------------------------------------------------------------
<S> <C>
Assets:
   Fixed maturities and
      equity securities
       (note 2)                                              $  5,774.3      5,774.3     5,308.2      5,308.2
   Mortgage loans on
      real estate                                                 496.2        532.2       585.4        622.6
   Policy loans                                                   188.4        188.4       179.5        179.5
   Cash, short-term
      investments and
      receivables                                                 138.6        138.6       186.4        186.4
   Assets held in separate accounts                             4,066.4      4,066.4     2,762.7      2,762.7
- ------------------------------------------------------------------------------------------------------------

Liabilities:
   Investment type
      insurance contracts                                       3,113.8      3,100.7     3,055.0      3,027.6
   Commissions and
      general expenses                                             51.1         51.1        46.8         46.8
   Liabilities related to separate accounts                     4,066.4      4,066.4     2,762.7      2,762.7
- ------------------------------------------------------------------------------------------------------------
</TABLE>



         See Note 1 regarding the method used to estimate fair values.


<PAGE>



                                                     1
  (10)   Stockholders' Equity

         Generally, the capital and surplus of Life of Virginia available for
         transfer to the Parent are limited to the amounts that the statutory
         capital and surplus exceed minimum statutory capital requirements;
         however, payments of the amounts as dividends may be subject to
         approval by regulatory authorities. The maximum amount of dividends
         which can be paid by the Company without prior approval at December 31,
         1997, is $51.8 million.

         Statutory net income (loss) and stockholders' equity is summarized
         below:

<TABLE>
<CAPTION>

                                                                                         Preacquisition
                                                                            ------------------------------
                                                                 Nine months  Three months
                                                 Year ended            ended         ended
                                               December 31,     December 31,      March 31,    December 31,
(millions)                                             1997             1996           1996           1995
- ----------------------------------------------------------------------------------------------------------
<S> <C>
Statutory net income                      $           73.9             69.7           (8.3)           53.9
Statutory stockholders' equity                       522.5            419.1          360.5           364.2
- ----------------------------------------------------------------------------------------------------------
</TABLE>


         The National Association of Insurance Commissioners has developed
         certain Risk Based Capital (RBC) requirements to help regulators
         identify life insurers that may be inadequately capitalized. If
         prescribed levels of RBC are not maintained, certain actions may be
         required on the part of the Company or its regulators. At December 31,
         1997 the Company's Total Adjusted Capital and Authorized Control Level
         - RBC were above the calculated minimum regulatory thresholds.



<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
18th Day of May, 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 18th day of May, 1998 in the City/County of
_______________________, Commonwealth of Virginia.
    

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

     01/2000
- ---------------------------
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.

   
<TABLE>
<CAPTION>

Signature                                            Title                                                Date
- ---------                                            -----                                                ----

<S> <C>


RONALD V. DOLAN                                      Director, Chairman of the Board                     05/18/98
- ---------------------------
Ronald V. Dolan


SELWYN L. FLOURNOY, JR.
- ---------------------------                          Director, Senior Vice President                     05/18/98
Selwyn L. Flournoy, Jr.


LINDA L. LANAM                                       Director, Senior Vice President                     5/18/98
- ---------------------------
Linda L. Lanam


ROBERT D. CHINN                                      Director, Senior Vice President                     5/18/98
- ---------------------------
Robert D. Chinn


VICTOR C. MOSES                                      Director                                            5/18/98
- ---------------------------
Victor C. Moses

GEOFFREY S. STIFF                                    Director                                            5/18/98
- ---------------------------
Geoffrey S. Stiff

</TABLE>
    

By /s/ Selwyn L., Flournoy, Jr.,  pursuant to Power of Attorney  executed on
April 16, 1997.



<PAGE>


                                       28







                                  Exhibit List


(10)(a)           Consent of Counsel
(10)(b)           Consent of Independent Auditors






       STEPHEN E. ROTH

 DIRECT LINE: (202) 383-0158

 Internet: [email protected]


                                         May 27, 1998




The Life Insurance Company of Virginia
6610 West Broad Street
Richmond, VA 23230

                  Re       Life of Virginia Separate Account 4

Gentlemen:

                  We hereby consent to the reference to our name under the
caption "Legal Matters" in the Statement of Additional Information filed as part
of the Post-Effective Amendment No. 19 to the Registration Statement on Form N-4
filed by Life of Virginia Separate Account 4 for certain variable annuity
policies (File No. 33-17428). In giving this consent, we do not admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933.

                                               Very truly yours,

                                               SUTHERLAND, ASBILL & BRENNAN LLP



                                               By: _____________________________
                                                         Stephen E. Roth





                   [letterhead of KPMG Independent Auditors]

                        Consent of Independent Auditors

The Board of Directors
The Life Insurance Company of Virginia:

We consent to the use of our reports for The Life Insurance Company of Virginia
and Life of Virginia Separate Account 4 included herein (post-effective
amendment no. 19 to Form N-4 of registration no. 33-17428) and to the references
to our firm under the caption "Experts" in the prospectus incorporated herein by
reference.

Our report with respect to The Life Insurance Company of Virginia dated January
6, 1998, contains an explanatory paragraph that states effective April 1, 1996,
General Electric Capital Corporation acquired all of the outstanding stock of
The Life Insurance Company of Virginia in a business combination accounted for
as a purchase. As a result of the acquisition, the consolidated financial
information for the periods after the acquisition is presented on a different
cost basis than that for the periods before the acquisition and, therefore, is
not comparable.

                                                /s/ KPMG PEAT MARWICK LLP
                                                ---------------------------
                                                KPMG PEAT MARWICK LLP
Richmond, Virginia
May 26, 1998

<PAGE>


               Consent of Ernst & Young LLP, Independent Auditors

We consent to the reference to our firm under the caption "Experts" and "Change
in Auditors" and to the use of our reports dated February 8, 1996, with respect
to the consolidated financial statements and the related financial statement
schedules of The Life Insurance Company of Virginia and subsidiaries and Life of
Virginia Separate Account 4, in the Post-Effective Amendment No. 19 to the
Registration Statement (Form N-4 No. 33-17428) and related Prospectus of Life of
Virginia Separate Account 4 for the registration of an indefinite amount of
securities.


                                        ERNST & YOUNG LLP

Richmond, Virginia
May 26, 1998





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