GE LIFE & ANNUITY ASSURANCE CO IV
N-4/A, 1999-03-12
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     As filed with the Securities and Exchange Commission on March 12, 1999

                                                     File No. 333-63531
                                                     File No. 811-05343

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM N-4

            Registration Statement Under the Securities Act of 1933 X
                          Pre-Effective Amendment No.1
                          Post-Effective Amendment No.

           For Registration Under the Investment Company Act of 1940 X
                                Amendment No. 39

                      GE Life & Annuity Separate Account 4
                           (Exact Name of Registrant)

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





Patricia L. Dysart
Assistant Vice President and Associate General Counsel
GE Life And Annuity Assurance Company
6610 W. Broad Street
Richmond, Virginia 23230
(Name and address of Agent for Service)

Copy to:
Stephen E. Roth, Esquire
Sutherland Asbill & Brennan LLP
1275 Pennsylvania Avenue, N.W.
Washington, D.C. 20004-2415

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

Title of Securities Being Registered:
Interests in a Separate Account Under Flexible Premium Variable Annuity Policies

Filing Fee: None
The Registrant hereby amends this Registration Statement on such dates as may be
necessary to delay its effective date until the Registrant shall file a further
amendment which specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933 or until the Registration Statement shall become effective on such
date as the Commission, acting pursuant to said Section 8(a), may determine.


<PAGE>



GE LIFE & ANNUITY SEPARATE ACCOUNT 4 PROSPECTUS FOR
FLEXIBLE PREMIUM VARIABLE DEFERRED
ANNUITY POLICY
FORM P1151 1/99

Issued by:                                            Home Office:
GE Life and Annuity Assurance Company                 6610 West Broad Street
                                                      Richmond, Virginia 23230
                                                      Telephone:  (804) 281-6000

This Prospectus describes an individual flexible premium variable deferred
annuity policy (the "Policy") for individuals and some qualified and
non-qualified retirement plans. GE Life and Annuity Assurance Company (the
"Company," "we," "us," or "our") issues the Policy.

The Policy offers you the accumulation of Account Value and the payment of
periodic annuity benefits. We may pay these benefits on a variable or fixed
basis or a combination of both.

The minimum amount you need to purchase the policy is $25,000.

You may allocate your premium payments to Account 4, the Guarantee Account, or
both. Each Investment Subdivision of Account 4 invests in shares of the Funds.
We list the Funds, and their currently available portfolios, below.

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:
        VIP Equity-Income Portfolio, VIP Overseas Portfolio, VIP Growth
        Portfolio
VARIABLE INSURANCE PRODUCTS FUND II:
        VIP II Asset Manager Portfolio, VIP II Contrafund Portfolio 
VARIABLE INSURANCE PRODUCTS FUND III:
        VIP III Growth & Income Portfolio, VIP III 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, 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
GOLDMAN SACHS VARIABLE INSURANCE TRUST:
        Goldman Sachs Growth and Income Fund, Goldman Sachs Mid Cap Equity Fund
SALOMON BROTHERS VARIABLE SERIES FUND
        Salomon Investors Fund, Salomon Total Return Fund, Salomon Strategic
        Bond Fund
*Not all of these portfolios may be available in all states or markets.

Except for amounts in the Guarantee Account, both the value of a Policy before
the Maturity Date and the amount of monthly income afterward will depend upon
the investment performance of the portfolio(s) you select. You bear the
investment risk of investing in the portfolios.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED THESE SECURITIES OR
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

YOUR INVESTMENT IN THE POLICY IS NOT A DEPOSIT OF A BANK AND IS NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY GOVERNMENT
AGENCY.

<PAGE>

This Prospectus gives details about Account 4 and our Guarantee Account that you
should know before investing. You should also review the prospectuses for the
Funds and keep all prospectuses for future reference.

We filed a statement of additional information ("SAI"), dated _____________,
1999, concerning the Policy with the Securities and Exchange Commission ("SEC")
and its terms are made part of this Prospectus. If you would like a free copy,
call us at 1-800-352-9910. The SAI and other information about the policy is
available on the SEC's internet site at http://www.sec.gov. A table of contents
for the SAI appears on the last page of this Prospectus.

This Prospectus is dated ____ __, 1999


<PAGE>


<TABLE>
<CAPTION>

TABLE OF CONTENTS

                                                                                          Page
<S>                                                                                       <C>   
Definitions...................................................................................

Expense table.................................................................................

Synopsis......................................................................................

Investment Results............................................................................

Financial Statements..........................................................................

GE Life and Annuity Assurance Company.........................................................

Account 4.....................................................................................

The Guarantee Account.........................................................................

Charges and Other Deductions..................................................................

The Policy....................................................................................

Income Payments...............................................................................

Federal Tax Matters...........................................................................

Voting Rights.................................................................................

Requesting Payments...........................................................................

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

Owner Questions...............................................................................

Return Privilege..............................................................................

State Regulation..............................................................................

Records and Reports...........................................................................

Other Information.............................................................................

Year 2000 Readiness Disclosure................................................................

Legal Matters.................................................................................

Condensed Financial Information...............................................................

Table of Contents for Statement of Additional Information.....................................
</TABLE>


THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE.


<PAGE>

DEFINITIONS

We have tried to make this Prospectus as understandable as possible. However, in
explaining how the Policy works, we have had to use certain terms that have
special meanings. We define these terms below.

ACCOUNT 4 -- GE Life & Annuity Separate Account 4, a separate investment account
we established to receive and invest the premiums you pay under the Policy, and
other variable annuity policies we issue.

ACCOUNT VALUE -- The value of the Policy equal to the amount allocated to the
Investment Subdivisions of Account 4 and the Guarantee Account.

ACCUMULATION UNIT -- An accounting unit of measure we use in calculating the
Account Value in Account 4 before the Maturity Date.

ANNUITANT -- The Annuitant is the person you named in the Policy upon whose age
and, where appropriate, sex, we determine monthly income benefits.

ANNUITY UNIT -- An accounting unit of measure we use in the calculation of the
amount of the second and each subsequent variable income payment.

DEATH BENEFIT -- The benefit provided under a Policy upon the death of an
Annuitant prior to the Maturity Date.

DESIGNATED BENEFICIARY(IES) -- The person(s) designated in the Policy who is
alive (or in existence for non-natural designations) on the date of an 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.

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

GENERAL ACCOUNT -- Our assets that are not segregated in any of our separate
investment accounts.

GUARANTEE ACCOUNT -- Part of our General Account that provides a guaranteed
interest rate for a specified guarantee period. This account is not part of and
does not depend on the investment performance of Account 4.

INVESTMENT SUBDIVISION -- A subdivision of Account 4, each of which invests
exclusively in shares of a designated portfolio of one of the Funds. Not all
Investment Subdivisions may be available in all states or markets.

MATURITY DATE -- The date stated in the Policy on which income payments are
scheduled to commence, if the Annuitant is living on that date.

OWNER -- The person or persons (in the case of Joint Owners) entitled to receive
income payments after the Maturity Date. The Owner also is entitled to the
ownership rights stated in the Policy during the lifetime of the Annuitant and
in any application. "You" or "your" refers to the Owner or Joint Owners.

POLICY DATE -- The date we issue your Policy and your Policy becomes effective.
Your Policy Date is shown in your Policy and we use it to determine Policy years
and anniversaries.

SURRENDER VALUE -- The Account Value less any applicable premium tax.

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

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


                                       1
<PAGE>


EXPENSE TABLE

This table describes the various costs and expenses that you will pay (either
directly or indirectly) if you purchase the Policy. The table reflects expenses
of the Policy, of the Investment Subdivisions of Account 4, and of the
portfolios. For more complete descriptions of the various costs and expenses
involved, see Charges and Other Deductions in this Prospectus, and the Fund
prospectuses. Premium taxes may also be applicable, although they do not appear
in the table.

OWNER TRANSACTION EXPENSES:

        Surrender Charge                                    None

        Transfer Charge                                     Currently None*


ANNUAL EXPENSES (as a percentage of Account Value):

Mortality and Expense Risk Charge                            1.35%
Administrative Expense Charge                                 .25%
Total Annual Expenses                                        1.60%


OTHER ANNUAL EXPENSES:

Annual Policy Maintenance Charge                              $25**



*    We reserve the right to impose a  fee of $10 per transfer.
**   We do not assess this charge if your Account Value at the time the charge 
     is due is at least $25,000.


                                       2
<PAGE>
FUND ANNUAL EXPENSES

Annual expenses of the portfolios of the Funds for the year ended December 31,
1997 (as a percentage of each portfolio's average net assets):
<TABLE>
<CAPTION>

                                             MANAGEMENT FEES      OTHER EXPENSES
                                             (AFTER FEE WAIVER    (AFTER REIMBURSEMENT-   TOTAL ANNUAL
FUND                                         AS APPLICABLE)       AS APPLICABLE)          EXPENSE
<S>     <C>                                  <C>                  <C>                    <C>   
BALANCED
     Janus Aspen Balanced Portfolio (1)      0.76%                0.07%                   0.83%
     VIP II Asset Manager Portfolio*(3)      0.55%                0.10%                   0.65%
     Salomon Brothers Total Return Fund (6)  0.80%                0.20%                   1.00%
     GE Total Return Fund (7)                0.50%                0.15%                   0.65%
     Oppenheimer Multiple Strategies Fund    0.72%                0.03%                   0.75%
AGGRESSIVE GROWTH
     Janus Aspen Aggressive Growth           0.73%                0.03%                   0.76%
          Portfolio (1)
     Oppenheimer Aggressive Growth Fund      0.71%                0.02%                   0.73%
     Alger American Small Capitalization     0.85%                0.04%                   0.89%
          Portfolio
GROWTH
     Janus Aspen Growth Portfolio (1)        0.65%                0.05%                   0.70%
     Janus Aspen Capital Appreciation        0.23%                1.03%                   1.26%
          Portfolio (1)
     Alger American Growth Portfolio         0.75%                0.04%                   0.79%
     VIP II Contrafund Portfolio*(3)         0.60%                0.11%                   0.71%
     VIP Growth Portfolio*(2)                0.60%                0.09%                   0.69%
     Oppenheimer Growth Fund                 0.73%                0.02%                   0.75%
     VIP III Growth Opportunities            0.60%                0.14%                   0.74%
          Portfolio*(4)
     Goldman Sachs Mid Cap Equity Fund (5)   0.80%                0.15%                   0.95%
     GE Value Equity Fund (7)                0.37%                0.09%                   0.46%
GROWTH & INCOME
     Federated American Leaders Fund II (8)  0.66%                0.19%                   0.85%
     GE U.S. Equity Fund (7)                 0.55%                0.25%                   0.80%
     Goldman Sachs Growth & Income Fund (5)  0.75%                0.15%                   0.90%
     Salomon Brothers Investors Fund (6)     0.70%                0.30%                   1.00%
     VIP Equity-Income Portfolio*(2)         0.50%                0.08%                   0.58%
     VIP III Growth & Income Portfolio* (4)  0.49%                0.21%                   0.70%
     GE S&P 500 Index Fund (7)               0.34%                0.12%                   0.46%
INTERNATIONAL STOCK
     Janus Aspen International Growth        0.67%                0.29%                   0.96%
          Portfolio (1)
     VIP Overseas Portfolio*(2)              0.75%                0.17%                   0.92%
     GE International Equity Fund (7)        0.98%                0.36%                   1.34%
CORPORATE BOND
     Oppenheimer Bond Fund                   0.73%                0.05%                   0.78%
     Salomon Brothers Strategic Bond 
          Fund (6)                           0.75%                0.25%                   1.00%
     GE Income Fund (7)                      0.42%                0.17%                   0.59%
HIGH YIELD BOND
     Oppenheimer High Income Fund            0.75%                0.07%                   0.82%
     Federated High Income Bond Fund (8)     0.51%                0.29%                   0.80%
SPECIALTY
     Federated Utility Fund II (8)           0.48%                0.37%                   0.85%
     GE Real Estate Securities Fund (7)      0.83%                0.12%                   0.95%
DIVERSIFIED BOND
     Janus Aspen Flexible Income 
          Portfolio (1)                      0.65%                0.10%                   0.75%
GLOBAL STOCK
     Janus Aspen Worldwide Growth            0.66%                0.08%                   0.74%
          Portfolio (1)

MONEY MARKET
     GE Money Market Fund (7)                0.20%                0.12%                   0.32%
</TABLE>

* The fees and expenses for these portfolios are prior to any fee waiver and/or
reimbursement as applicable.


                                       3
<PAGE>


(1)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.

(2)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.

(3)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.

(4)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.

(5)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.

(6)Absent certain fee waivers or reimbursements, the total annual expenses of
   the portfolios of Salomon Brothers Variable Series Fund would have been 2.61%
   for Investors Fund, 2.71% for Total Return Fund and 2.66% for Strategic Bond
   Fund. The Other Expenses listed for these Funds are estimates provided by the
   Fund as these portfolios were recently organized and have no operating
   history, and actual expenses may be greater or less than those shown.

(7)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 Fund, .96% for Real
   Estate Securities Fund, .46% for Value Equity Fund, .76% for Income Fund and
   .86% for U.S. Equity Fund.

(8)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.


                                       4
<PAGE>

Example

This example shows what your costs would be under certain hypothetical
situations. The example does not represent past or future expenses. Your actual
expenses may be more or less than those shown. The example is based on the
annual expenses of the portfolios for the Funds for the year ended December 31,
1997 (shown above in Fund Annual Expenses). The example assumes an average
policy maintenance charge of 0.1% of Account Value attributable to the
hypothetical investment (this charge will be waived if the Account Value is at
least $25,000 at the time the charge is due).
                             *         *        *


                                       5
<PAGE>


EXAMPLE: You would pay the following expenses on a $1,000 investment, assuming a
5% annual return on assets and the charges and expenses reflected in the Expense
Table above:

If you surrender or annuitize your Policy at the end of the applicable period,
or do not surrender:

FUND:                                               1 Year        3 Years

BALANCED
Janus Aspen Balanced Portfolio                      $25.61        $78.75
VIP II Asset Manager Portfolio                       23.81         73.34
Salomon Brothers Total Return Fund                   27.31         83.83
GE Investments Total Return Fund                     23.81         73.34
Oppenheimer Multiple Strategies Fund                 24.81         76.35

AGGRESSIVE GROWTH
Janus Aspen Aggressive Growth Portfolio              24.91         76.65
Oppenheimer Aggressive Growth Fund                   24.61         75.75
Alger American Small Capitalization Portfolio        26.21         80.55

GROWTH
Janus Aspen Growth Portfolio                         24.31         74.85
Janus Aspen Capital Appreciation Portfolio           29.90         91.55
Alger American Growth Portfolio                      25.21         77.55
VIP II Contrafund Portfolio                          24.41         75.15
VIP Growth Portfolio                                 24.21         74.55
Oppenheimer Growth Fund                              24.81         76.35
VIP III Growth Opportunities Portfolio               24.71         76.05
Goldman Sachs Mid Cap Equity Fund                    26.81         82.34
GE Investments Value Equity Fund                     21.91         67.60

GROWTH & INCOME
Federated American Leaders Fund II                   25.81         79.35
GE Investments US Equity Fund                        25.31         77.85
Goldman Sachs Growth & Income Fund                   26.31         80.85
Salomon Brothers Investors Fund                      27.31         83.83
VIP Equity-Income  Portfolio                         23.11         71.23
VIP III Growth & Income Portfolio                    24.31         74.85
GE Investments S&P 500 Index Fund                    21.91         67.60

INTERNATIONAL STOCK
Janus Aspen International Growth Portfolio           26.91         82.64
VIP Overseas Portfolio                               26.51         81.44
GE Investments International Equity Fund             30.70         93.91

CORPORATE BOND
Oppenheimer Bond Fund                                25.11         77.25
Salomon Brothers Strategic Bond Fund                 27.31         83.83
GE Investments  Income Fund                          23.21         71.53

HIGH YIELD BOND
Oppenheimer High Income Fund                         25.51         78.45
Federated High Income Bond Fund II                   25.31         77.85

SPECIALTY
Federated Utility Fund II                            25.81         79.35
GE Investments Real Estate Securities Fund           26.81         82.34

DIVERSIFIED BOND
Janus Aspen Flexible Income Portfolio                24.81         76.35

GLOBAL STOCK
Janus Aspen Worldwide Growth Portfolio               24.71         76.05

MONEY MARKET
GE Investments Money Market Fund                     20.50         63.35




                                       6
<PAGE>
All of the figures provided under the subheading Fund Annual Expenses and part
of the data used to produce the figures in the example were supplied by the
Funds. We have not independently verified this information.

OTHER POLICIES

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

SYNOPSIS

WHAT TYPE OF POLICY AM I BUYING? The Policy is an individual flexible premium
variable deferred annuity policy. We may issue it as a policy qualified
("Qualified Policy") under the Internal Revenue Code of 1986, as amended (the
"Code"), or as a policy that is not qualified under the Code ("Non-Qualified
Policy"). This Prospectus only provides disclosure about the Policy. SEE The
Policy.

HOW DOES THE POLICY WORK? Once we approve your application, we will issue the
Policy to you. During the accumulation period, while you are paying in, you can
use your net premium payments (i.e., your purchase payments minus any premium
tax), to buy Accumulation Units under Account 4 or interests in the Guarantee
Account. Should you decide to annuitize (that is, change your Policy to a payout
mode rather than an accumulation mode), we will convert your Accumulation Units
and Guarantee Account interests to Annuity Units. You can choose a fixed or
variable income payment. If you choose a variable income payment, we will base
your periodic income payment upon the number of Annuity Units to which you
became entitled at the time you decided to annuitize and the value of each unit
on that Valuation Day. SEE The Policy.

WHAT IS ACCOUNT 4? It is a segregated asset account established under Virginia
insurance law, and registered with the SEC as a unit investment trust. We
allocate the assets of Account 4 to one or more Investment Subdivisions,
according to your investment choice. We do not charge those assets with
liabilities arising out of any other business which we may conduct. SEE Account
4.

WHAT ARE MY VARIABLE INVESTMENT CHOICES? Through its various Investment
Subdivisions, Account 4 uses your net premium payments to purchase shares, at
your direction, in one or more of the portfolios of the Funds. In turn, each
portfolio holds securities consistent with its own particular investment policy.
SEE Investments of Account 4.

WHAT IS THE GUARANTEE ACCOUNT? We offer fixed investment choices through our
Guarantee Account. The Guarantee Account is part of our General Account and pays
interest at declared rates we guarantee for selected periods of time. We also
guarantee the principal, after deductions. Since the Guarantee Account is part
of the General Account, we assume the risk of investment gain or loss on this
amount. All assets in the General Account are subject to our general liabilities
from business operations. The Guarantee Account may not be available in all
states or all markets.

The Guarantee Account is not part of and does not depend on the investment
performance of Account 4. You may allocate all or a portion of your net premium
payments to the Guarantee Account (see The Guarantee Account), and you may
transfer Account Value between the Guarantee Account and Account 4 subject to
certain restrictions. SEE Transfers Before the Maturity Date.

WHAT CHARGES ARE ASSOCIATED WITH THIS POLICY? We assess annual charges in the
aggregate at an effective annual rate of 1.60% against the daily net asset value
of Account 4, including that portion of the account attributable to your premium
payments. These charges consist of .25% as an administrative expense charge and
1.35% as a mortality and expense risk charge. There is also a $25 annual policy
maintenance charge which we will waive if the Account Value is at least $25,000
at the time the charge is due. For a complete discussion of the charges
associated with the Policy, SEE Charges and Other Deductions.

If your state assesses a premium tax with respect to your Policy, then at the
time we incur the tax (or at such other time as we may choose), we will deduct
those amounts from premium payments or Account Value, as applicable. SEE Charges
and Other Deductions and Deductions for Premium Taxes.

There are expenses associated with the Funds. These include management fees and
other expenses associated with the daily operation of each portfolio. SEE
Investments of Account 4. These Fund expenses are more fully described in the

                                       7
<PAGE>

Prospectus for each Fund.

HOW MUCH MUST I PAY, AND HOW OFTEN? Subject to certain minimum and maximum
payments, the amount and frequency of your premium payments are completely
flexible. SEE The Policy Premium Payments.

HOW WILL MY INCOME PAYMENTS BE CALCULATED? We will pay you a monthly income
beginning on the Maturity Date if the Annuitant is still living. You may also
decide to annuitize under one of the optional payment plans. We will base your
initial payment on maturity value and other factors. SEE Income Payments.

WHAT HAPPENS IF I DIE BEFORE THE MATURITY DATE? Before the Maturity Date, if an
Owner, Joint Owner, or Annuitant dies while the Policy is in force, we will
treat the Designated Beneficiary as the sole Owner of the Policy, subject to
certain distribution rules. We may pay a Death Benefit to the Designated
Beneficiary. SEE Death of the Owner, Joint Owner or Annuitant Before the
Maturity Date.

MAY I TRANSFER ACCOUNT VALUE AMONG PORTFOLIOS? Yes, but there may be limits on
how often you may do so. The minimum transfer amount is currently $100 or the
entire balance in the Investment Subdivision if the transfer will leave a
balance of less than $100. Transfers from or to the Guarantee Account may be
subject to restrictions described in the Guarantee Account rider. SEE The Policy
- - Transfers Before the Maturity Date, Income Payments Transfers After the
Maturity Date, and the Guarantee Account rider.

MAY I SURRENDER THE POLICY OR MAKE A PARTIAL SURRENDER? Yes, subject to Policy
requirements and to restrictions imposed under certain retirement plans.

On full surrender, we may assess certain charges as discussed above and under
Charges and Other Deductions. In addition, you may be subject to a 10% premature
withdrawal penalty tax if you are younger than age 59 1/2 at the time of the
surrender. A surrender or a partial surrender may also be subject to tax
withholding. SEE Federal Tax Matters. A partial surrender will reduce the Death
Benefit by the proportion that the partial surrender reduces the Account Value.

DO I GET A FREE LOOK AT THIS POLICY? Yes. You have the right to return the
Policy to us at our Home Office, and have us cancel the Policy within a certain
number of days (usually 10 days from the date you receive the Policy, but some
states require different periods).

If you exercise this right, we will cancel the Policy as of the day we receive
it and send you a refund equal to your Account Value plus any charges we have
deducted on or before the date we received the returned Contract, or if greater
and required by the law of your state, your premium payments (less any
withdrawals previously taken). SEE Return Privilege.

WHEN ARE MY ALLOCATIONS EFFECTIVE? In states that require us to return your
premium payments upon exercise of your free look right, we will allocate any
initial premiums you allocated to Account 4 to the Money Market Investment
Subdivision until we deem the free look period to have expired. SEE Allocation
of Premium Payments.

INVESTMENT RESULTS

At times, Account 4 may compare its investment results to various unmanaged
indices or other variable annuities in reports to shareholders, sales literature
and advertisements. We will calculate the results on a total return basis for
various periods. Total returns include the reinvestment of all distributions of
the portfolios, which are reflected in changes in unit value. Total returns
reflect the Fund charges and expenses, the administrative expense charge, the
mortality and expense risk charge and the policy maintenance charge. Total
returns do not reflect the impact of any premium taxes that may apply. SEE the
SAI for further information.

FINANCIAL STATEMENTS

The financial statements for The Life Insurance Company of Virginia, now known
as GE Life and Annuity Assurance Company, and Life of Virginia Separate Account
4, now known as GE Life & Annuity Separate Account 4, are located in the SAI. If
you would like a free copy of the SAI, call 1-800-352-9910. Otherwise, the SAI
is available on the SEC's website at http://www.sec.gov.

GE LIFE AND ANNUITY ASSURANCE COMPANY

                                       8
<PAGE>

We are a stock life insurance company operating under a charter granted by the
Commonwealth of Virginia on March 21, 1871. We principally offer life insurance
and annuity policies. We are admitted to do business in 49 states and the
District of Columbia. Our principal offices are at 6610 West Broad Street,
Richmond, Virginia 23230. Before January 1, 1999, our name was The Life
Insurance Company of Virginia.

Eighty percent of our capital stock is owned by General Electric Capital
Assurance Company ("GE Capital Assurance"), which is an indirect wholly-owned
subsidiary of General Electric Capital Corporation ("GE Capital"). The remaining
20% is owned by GE Financial Assurance Holdings, Inc., a direct wholly-owned
subsidiary of GE Capital. GE Capital, a New York corporation, is a diversified
financial services company whose subsidiaries consist of specialty insurance,
equipment management, and commercial and 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 electric
power generation equipment.

GNA Corporation, a direct wholly-owned subsidiary of GE Financial Assurance
Holdings, Inc., directly owns the stock of Capital Brokerage Corporation (the
principal underwriter for the Policies and a broker/dealer registered with the
U.S. Securities and Exchange Commission).

We are a member of the Insurance Marketplace Standards Association ("IMSA"). We
may use the IMSA membership logo and language in our 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

We established Account 4 as a separate investment account on August 19, 1987.
Account 4 may invest in mutual funds, unit investment trusts, managed separate
accounts, and other portfolios, and we use it to support the Policy as well as
for other purposes permitted by law.

Account 4 currently has 37 Investment Subdivisions available under the Policy,
but that number may change in the future. Each Investment Subdivision invests
exclusively in shares representing an interest in a separate corresponding
portfolio of the Funds described below. We allocate net premium payments, in
accordance with your instructions, among up to ten of the 37 Investment
Subdivisions available under the Policy.

The assets of Account 4 belong to us. Nonetheless, we do not charge the assets
in Account 4 attributable to the Policies with liabilities arising out of any
other business which we may conduct. The assets of Account 4 shall, however, be
available to cover the liabilities of our General Account to the extent that the
assets of Account 4 exceed its liabilities arising under the Policies supported
by it. Income and both realized and unrealized gains or losses from the assets
of Account 4 are credited to or charged against Account 4 without regard to the
income, gains or losses arising out of any other business we may conduct.

We registered Account 4 with the SEC as a unit investment trust under the
Investment Company Act of 1940 ("1940 Act"). Account 4 meets the definition of a
separate account under the federal securities laws. Registration with the SEC
does not involve supervision of the management or investment practices or
policies of Account 4 by the SEC. You assume the full investment risk for all
amounts you allocate to Account 4.

INVESTMENTS OF ACCOUNT 4
There is a separate Investment Subdivision which corresponds to each portfolio
of a Fund offered in this Policy. You decide the Investment Subdivisions to
which you allocate net premium payments. You may change your allocation without
penalty or charges.

Each Fund is registered with the Securities and Exchange Commission as an
open-end management investment company under the 1940 Act. The assets of each
portfolio are separate from other portfolios of a Fund and each portfolio has
separate investment objectives and policies. As a result, each portfolio
operates as a separate portfolio and the investment performance of one portfolio
has no effect on the investment performance of any other portfolio.

Before choosing an Investment Subdivision to allocate your net premium payments
and Account Value, carefully read the prospectus for each Fund, along with this
Prospectus. We summarize the investment objectives of each portfolio below.
There is no assurance that any of the portfolios will meet these objectives. We
do not guarantee any minimum value for

                                       9
<PAGE>

the amounts you allocate to Account 4. You bear the investment risk of investing
in the portfolios.

The investment objectives and policies of certain portfolios are similar to the
investment objectives and policies of other portfolios that may be managed by
the same investment adviser or manager. The investment results of the
portfolios, however, may be higher or lower than the results of such other
portfolios. There can be no assurance, and no representation is made, that the
investment results of any of the portfolios will be comparable to the investment
results of any other portfolio, even if the other portfolio has the same
investment adviser or manager, or if the other portfolio has a similar name.

INVESTMENT SUBDIVISIONS
The Policy offers you a choice from among 37 Investment Subdivisions, each of
which invests in an underlying portfolio of one of the Funds. You may invest in
up to ten Investment Subdivisions at any one time.

<TABLE>
<CAPTION>

- ---------------------------- -------------------------------------------------------- -----------------------
INVESTMENT SUBDIVISION         INVESTMENT  OBJECTIVE                                   ADVISER (AND SUB-
                                                                                        ADVISER, AS APPLICABLE)
- -------------------------------------------------------------------------------------------------------------

                                 BALANCED FUNDS
- ---------------------------- -------------------------------------------------------- -----------------------
<S>     <C>                     <C>                            <C>                     <C>    
JANUS ASPEN SERIES              Seeks long term growth of capital, consistent         Janus Capital
Balanced Portfolio              with the preservation of capital and balanced by      Corporation
                                current income. 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.

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

FIDELITY VARIABLE               Seeks high total return with reduced risk over        Fidelity Management &
INSURANCE PRODUCTS FUND         the long-term by allocating assets among stocks,      Research Company
II                              bonds and short-term and money market
VIP II Asset Manager            instruments.
Portfolio
- ---------------------------- -------------------------------------------------------- -----------------------

SALOMON BROTHERS VARIABLE       Seeks to obtain above-average income by               Salomon Brothers
SERIES FUNDS                    primarily investing in a broad variety of             Asset Management Inc.
Total Return Fund               securities, including stocks, fixed-income
(currently not available        securities and short-term obligations.
in California and may not
be available in all
markets)
- ---------------------------- -------------------------------------------------------- -----------------------

GE INVESTMENTS FUNDS            Objective of providing the highest total return,      GE Investment
Total Return Fund               composed of current income and capital                Management Incorporated
                                appreciation, as is consistent with prudent
                                investment risk by investing in
                                common stock, bonds and money market
                                instruments, the proportion of each being
                                continuously determined by the investment
                                adviser.

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

OPPENHEIMER                     Seeks total investment return (which includes         OppenheimerFunds, Inc.
VARIABLE ACCOUNT FUNDS          current income and capital appreciation in the
Multiple Strategies Fund        values of its shares) from investments in common
                                stocks and other equity securities, bonds and
                                other debt securities, and "money market"
                                securities.

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

                                       10
<PAGE>
<TABLE>
<CAPTION>

                             AGGRESSIVE GROWTH FUNDS

- ---------------------------- -------------------------------------------------------- -----------------------
<S>     <C>                      <C>                                                   <C>  
JANUS ASPEN SERIES              Non-diversified portfolio pursuing long-term          Janus Capital
Aggressive Growth Portfolio     growth of capital by normally investing at least      Corporation
                                50% of its assets in equity securities issued by
                                medium-sized companies.

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

OPPENHEIMER                     Seeks  to achieve capital appreciation by             OppenheimerFunds, Inc.
VARIABLE ACCOUNT FUNDS          investing in  "growth-type" companies.   Prior
Aggressive Growth Fund          to May 1, 1998 this fund was known as Capital
                                Appreciation Fund.

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

THE ALGER AMERICAN FUND         Seeks long-term capital appreciation.  Except         Fred Alger
Alger American                  during temporary defensive periods, the               Management, Inc.
Small Capitalization            portfolio invests at least 65% of its total
Portfolio                       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.

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

                                  GROWTH FUNDS
- ---------------------------- -------------------------------------------------------- -----------------------

JANUS ASPEN SERIES              Seeks long-term capital growth consistent with        Janus Capital
Growth Portfolio                the preservation of capital and pursues its           Corporation
                                objective by investing in common stocks of
                                companies of any size. Emphasizes larger, more
                                established issuers.

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

JANUS ASPEN SERIES              Seeks long-term growth of capital by investing        Janus Capital
Capital Appreciation            primarily in common stocks of companies of any        Corporation
Portfolio                       size.

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

THE ALGER AMERICAN FUND         Seeks long-term capital appreciation.  Except         Fred Alger
Alger American Growth           during temporary defensive periods, this              Management, Inc.
Portfolio                       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.

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

FIDELITY VARIABLE              Seeks long-term capital appreciation by               Fidelity Management &
INSURANCE PRODUCTS FUND II     investing mainly in common stocks and in              Research Company 
VIP II Contrafund Portfolio    securities of companies whose value is believed
                               to have not been fully recognized by the
                               public. This fund invests in domestic and
                               foreign issuers. This fund also invests in
                               "growth" stocks or "value" stocks or both.

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

FIDELITY VARIABLE              Seeks capital appreciation by investing               Fidelity Management &
INSURANCE PRODUCTS FUND        primarily in common stocks of companies believed      Research Company 
VIP Growth Portfolio           to have above-average growth potential.

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

                                       11
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------- -------------------------------------------------------- -----------------------
<S>     <C>                     <C>                                                   <C>    
OPPENHEIMER                     Seeks capital appreciation normally through           OppenheimerFunds, Inc.
VARIABLE ACCOUNT FUNDS          purchases in common stocks, although its
Growth Portfolio                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 VARIABLE              Seeks to provide capital growth by investing           Fidelity Management & 
INSURANCE PRODUCTS FUND III    primarily in common stock and other types of           Research Company 
VIP III Growth                 securities, including bonds which may  be 
Opportunities Portfolio        lower-quality debt securities.

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

GOLDMAN SACHS                  Seeks long-term capital appreciation, primarily        Goldman Sachs
VARIABLE INSURANCE TRUST       through equity securities of companies with            Asset Management 
Mid Cap Equity Fund            public stock market capitalization between $500
                               million and $10 billion at the time of
                               investment.

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

GE INVESTMENTS FUNDS            Objective of providing long term growth of            GE Investment
Value Equity Fund               capital by investing primarily in common stock        Management
                                and other equity securities of companies that         Incorporated 
                                the investment adviser believes are undervalued       (Subadvised by NWQ 
                                by the marketplace at the time of purchase and        Investment Management 
                                that offer the potential for above-average            Company) 
                                growth of capital.

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

                             GROWTH AND INCOME FUNDS
- ---------------------------- -------------------------------------------------------- -----------------------

FEDERATED INSURANCE SERIES      Seeks long-term growth of capital with a              Federated Advisors
American Leaders Fund II        secondary objective of providing income.  Seeks
                                to achieve its objective by investing, under
                                normal circumstances, at least 65% of its total
                                assets in common stock of "blue chip" companies.

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

GE INVESTMENTS FUNDS            Objective of long-term growth of capital through      GE Investment
U.S. Equity Fund                investments primarily in equity securities of         Management
                                U.S. companies.                                       Incorporated

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

                                       12
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------- -------------------------------------------------------- -----------------------
<S>     <C>                     <C>                                                   <C>   
GOLDMAN SACHS VARIABLE         Seeks long-term capital growth and growth of          Goldman Sachs 
INSURANCE TRUST                income, primarily through equity securities that      Asset Management 
Growth and Income Fund         are considered to have favorable prospects for
                               capital appreciation and/or dividend-paying
                               ability.

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

SALOMON BROTHERS VARIABLE       Long-term growth of capital with current income       Salomon Brothers
SERIES FUNDS                    as a secondary objective, primarily through           Asset Management Inc.
Investors Fund                  investments in common stocks of well-known
(Currently not available        companies.
in California and may not
be available in all
markets)

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

FIDELITY VARIABLE               Seeks reasonable income and will consider the         Fidelity Management &
Insurance PRODUCTS FUND         potential for capital appreciation.  The fund         Research Company
VIP Equity-Income Portfolio     also seeks a yield which exceeds the composite
                                yield on the securities comprising the S&P 500
                                by investing primarily in income-producing
                                equity securities and by investing in domestic
                                and foreign issuers.

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

FIDELITY VARIABLE               Seeks high total return through a combination of      Fidelity Management & 
INSURANCE PRODUCTS FUND III     current income and capital appreciation by            Research Company 
VIP III Growth & Income         investing a majority of assets incommon stocks 
Portfolio                       with a focus on those that pay current dividends
                                and show potential for capital appreciation.
- ---------------------------- -------------------------------------------------------- -----------------------

GE INVESTMENTS FUNDS            Objective of providing capital appreciation and       GE Investment
S&P 500 Index Fund(1)           accumulation of income that corresponds to the        Management
                                investment return of the Standard & Poor's 500        Incorporated
                                Composite Stock Price Index through investment        (Subadvised by State
                                in common stocks comprising the Index.                Street Global
                                                                                      Advisors)
- -------------------------------------------------------------------------------------------------------------

                            INTERNATIONAL STOCK FUNDS
- -------------------------------------------------------------------------------------------------------------

JANUS ASPEN SERIES              Seeks long-term growth of capital primarily           Janus Capital
International Growth            through investments in common stocks of issuers       Corporation
Portfolio                       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.

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

FIDELITY VARIABLE               Seeks long-term growth of capital by investing        Fidelity Management &
INSURANCE                       at least 65% of total assets in foreign               Research Company
PRODUCTS FUND                   securities, primarily in common stocks.
VIP Overseas Portfolio
- ---------------------------- -------------------------------------------------------- -----------------------
</TABLE>
- --------
        (1) "Standard & Poor's," "S&P," and "S&P 500" are trademarks of The
Mc-Graw 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.



                                       13
<PAGE>
<TABLE>
- ---------------------------- -------------------------------------------------------- -----------------------
<S>     <C>                      <C>                                                  <C>  
GE INVESTMENTS FUNDS            Objective of providing long-term capital growth       GE Investment
International Equity Fund       of capital by investing primarily in foreign          Management
                                equity and equity-related securities which the        Incorporated
                                Adviser believes have long-term potential for
                                capital growth.

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

                                            CORPORATE BOND FUNDS
- -------------------------------------------------------------------------------------------------------------

OPPENHEIMER                     Seeks high level of current income and capital,       OppenheimerFunds, Inc.
VARIABLE ACCOUNT FUNDS          and growth when consistent with its primary
Bond Fund                       objective.  Under normal conditions this fund
                                will invest at least 65% of its total assets in
                                investment grade debt securities.

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

SALOMON BROTHERS VARIABLE      Seeks high level of current income with capital       Salomon Brothers 
SERIES FUNDS                   appreciation as a secondary objective, through a      Asset Management Inc. 
Strategic Bond Fund            globally diverse portfolio of fixed-income 
(Currently not available       investments, including lower-rated fixed income 
in California and may not      securities commonly known as junk  bonds. 
be available in all markets)

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

GE INVESTMENTS FUNDS            Objective of providing maximum income consistent      GE Investment
Income Fund                     with prudent investment management and                Management
                                preservation of capital by investing primarily        Incorporated
                                in income-bearing debt securities and other
                                income bearing instruments.

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

                              HIGH YIELD BOND FUNDS
- ---------------------------- -------------------------------------------------------- -----------------------

OPPENHEIMER                     Seeks high current income from investments in         OppenheimerFunds, Inc.
VARIABLE ACCOUNT FUNDS          high yield fixed income securities, including
High Income Fund                unrated securities or high risk securities in
                                lower rating categories. These securities may
                                be considered 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.

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

FEDERATED INSURANCE SERIES      Seeks high current income by investing primarily      Federated Advisers
High Income Bond Fund II        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 and their
                                high yield potential are described in the
                                prospectus for the Federated Insurance Series,
                                which should be read carefully before investing.

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

                                       14
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------

                                 SPECIALTY FUNDS
- ---------------------------- -------------------------------------------------------- -----------------------
<S>     <C>                     <C>                                                   <C>   
FEDERATED INSURANCE SERIES      Seeks high current income and moderate capital        Federated Advisers
Utility Fund II                 appreciation by investing primarily in equity
                                and debt securities of utility companies.

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

GE INVESTMENTS FUNDS            Objective of providing maximum total return           GE Investment
Real Estate Securities Fund     through current income and capital appreciation       Management
                                by investing primarily in securities of U.S.          Incorporated
                                issuers that are principally engaged in or            (Subadvised by Seneca
                                related to the real estate industry including         Capital Management,
                                those that own significant real estate assets.        L.L.C.)
                                The portfolio will not invest directly in real
                                estate.

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

                             DIVERSIFIED BOND FUNDS
- -------------------------------------------------------------------------------------------------------------

JANUS ASPEN SERIES              Seeks maximum total return consistent with            Janus Capital
Flexible Income Portfolio       preservation of capital.  Total return is             Corporation
                                expected to result from a combination of income
                                and capital appreciation. The portfolio pursues
                                its objective primarily by investing in any type
                                of income-producing securities. THIS PORTFOLIO
                                MAY HAVE SUBSTANTIAL HOLDINGS OF LOWER-RATED
                                DEBT SECURITIES OR "JUNK" BONDS. The risks of
                                investing in junk bonds are described in the
                                prospectus for Janus Aspen Series, which should
                                be read carefully before investing.

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

                               GLOBAL STOCK FUNDS
- -------------------------------------------------------------------------------------------------------------

JANUS ASPEN SERIES              Seeks long-term capital growth in a manner            Janus Capital
Worldwide Growth Portfolio      consistent with the preservation of capital by        Corporation
                                investing in a diversified portfolio of common
                                stocks of foreign and domestic issuers of all
                                sizes. Normally invests in at least five
                                different countries including the United States.

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

                              MONEY MARKET FUNDS
- ---------------------------- -------------------------------------------------------- -----------------------

GE INVESTMENTS FUNDS            Objective of providing highest level of current       GE Investment
Money Market Fund               income as is consistent with high liquidity and       Management
                                safety of principal by investing in various           Incorporated
                                types of good quality money market securities.

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


We will purchase shares of the portfolios at net asset value and direct them to
the appropriate Investment Subdivisions of Account 4. We will redeem sufficient
shares of the appropriate portfolios at net asset value to pay Death Benefits
and surrender/partial surrender proceeds, to make income payments, or for other
purposes described in the Policy. We automatically reinvest all dividend and
capital gain distributions of the portfolios in shares of the distributing
portfolios at their net asset value on the date of distribution. In other words,
we do not pay portfolio dividends or portfolio distributions out to Owners as
additional units, but instead reflect them in unit values.

Shares of the Funds are not sold directly to the general public. They are sold
to the Company, and they may also be sold to other insurance companies that
issue variable annuity and variable life insurance policies. In addition, they
may be sold to retirement plans.

                                       15
<PAGE>

When a Fund sells shares in any of its portfolios both to variable annuity and
to variable life insurance separate accounts, it engages in mixed funding. When
a Fund sells shares in any of its portfolios to separate accounts of
unaffiliated life insurance companies, it engages in shared funding.

Each Fund may engage in mixed and shared funding. Therefore, due to differences
in redemption rates or tax treatment, or other considerations, the interests of
various shareholders participating in a Fund could conflict. A Fund's Board of
Directors will monitor for the existence of any material conflicts, and
determine what action, if any, should be taken. SEE the Prospectuses for the
Funds.

We have entered into agreements with either the investment adviser or
distributor of each of the Funds under which the adviser or distributor pays us
a fee ordinarily based upon a percentage of the average aggregate amount we have
invested on behalf of Account 4 and other separate accounts. These percentages
differ, and some investment advisers or distributors pay us a greater percentage
than other advisors or distributors. These agreements reflect administrative
services we provide.

CHANGES TO ACCOUNT 4 AND THE INVESTMENT SUBDIVISIONS
We reserve the right, within the law, to make additions, deletions and
substitutions for the Funds and/or any portfolios within the Funds in which
Account 4 participates. (We may substitute shares of other portfolios for shares
already purchased, or to be purchased in the future, under the Policy. This
substitution might occur if shares of a portfolio should no longer be available,
or if investment in any portfolio's shares should become inappropriate, in the
judgment of our management, for the purposes of the Policy.) No substitution of
the shares attributable to your account may take place without notice to you and
before approval of the SEC, in accordance with the 1940 Act.

We also reserve the right to establish additional Investment Subdivisions, each
of which would invest in a separate portfolio of a Fund, or in shares of another
investment company, with a specified investment objective. We may also eliminate
one or more Investment Subdivisions if, in our sole discretion, marketing, tax,
or investment conditions warrant.

If permitted by law, we 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 separate accounts of the Company.
Further, to the extent permitted by applicable law, we may transfer the assets
of Account 4 to another separate account.

THE GUARANTEE ACCOUNT

Due to certain exemptive and exclusionary provisions, we have not registered
interests in the Guarantee Account under the Securities Act of 1933 (the "1933
Act"), and we have not registered either the Guarantee Account or our General
Account as an investment company under the 1940 Act. Accordingly, neither the
interests in the Guarantee Account, nor our General Account are generally
subject to regulation under the 1933 Act and the 1940 Act. Disclosures relating
to the interests in 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 of statements made in a registration statement.

You may allocate some or all of your net premium payments and transfer some or
all of your Account Value to the Guarantee Account. We credit the portion of the
Account Value allocated to the Guarantee Account with interest (as described
below). Account Value in the Guarantee Account is subject to some, but not all,
of the charges we assess in connection with the Policy. SEE Charges and Other
Deductions.

Each time you allocate net premium payments or transfer Account Value to the
Guarantee Account, we establish an interest rate guarantee period. For each
interest rate guarantee period, we guarantee an interest rate for a specified
period of time. At the end of an interest rate guarantee period, a new interest
rate will become effective, and a new interest rate guarantee period will
commence for the remaining portion of that particular allocation.

We determine interest rates in our sole discretion. The determination made will
be influenced by, but not necessarily correspond to, interest rates available on
fixed income investments which we may acquire with the amounts we receive as
premium payments or transfers of Account Value under the Policies. You will have
no direct or indirect interest in these investments. We also will consider other
factors in determining interest rates for a guarantee period including, but not
limited to, regulatory and tax requirements, sales commissions, and
administrative expenses borne by us, general economic trends, and competitive
factors. Amounts you allocate to the Guarantee Account will not share in the
investment performance of our General Account, or any portion thereof. WE CANNOT
PREDICT OR GUARANTEE THE LEVEL OF INTEREST RATES IN FUTURE GUARANTEE PERIODS.
HOWEVER, THE INTEREST RATES FOR ANY INTEREST GUARANTEE PERIOD WILL BE AT

                                       16
<PAGE>

LEAST THE GUARANTEED INTEREST RATE SHOWN IN YOUR POLICY.

We will notify Owners in writing at least 10 days before the expiration date of
any guarantee period about the then currently available guarantee periods and
the guaranteed interest rates applicable to such guarantee periods. A new one
year guarantee period will commence automatically unless we receive written
notice prior to the end of the 30 day period following the expiration of the
guarantee period ("30 day window") of your election of a different guarantee
period from among those being offered by us at that time, or instructions to
transfer all or a portion of the remaining amount to one or more Investment
Subdivisions subject to certain restrictions. (See Transfers Before the Maturity
Date.) During the 30 day window, the allocation will accrue interest at the new
guarantee period's interest rate.

To the extent permitted by law, we reserve the right at any time to offer
guarantee periods that differ from those available when we issued the Policy,
and to credit bonus interest on premium payments allocated to a Guarantee
Account participating in the Dollar-Cost Averaging Program. (This may not be
available to all classes of Policies.) We also reserve the right, at any time,
to stop accepting premium payments or transfers of Account Value to a particular
guarantee period. Since the specific guarantee periods available may change
periodically, please contact our Home Office to determine the guarantee periods
currently being offered.

CHARGES AND OTHER DEDUCTIONS

All of the charges described in this section apply to Account Value allocated to
Account 4. Account Value in the Guarantee Account is subject to all of the
charges described in this section except for the mortality and expense risk
charge and the administrative expense charge.

We will deduct the charges described below to cover our costs and expenses,
services provided and risks assumed under the Policies. We incur certain costs
and expenses for the distribution and administration of the Policies and for
providing the benefits payable thereunder. Our administrative services include:

o       processing applications for and issuing the Policies;

o       processing purchases and redemptions of portfolio shares as required;

o       maintaining records;

o       administering annuity payouts;

o       furnishing accounting and valuation services (including the calculation
        and  monitoring of daily Investment Subdivision values);

o       reconciling and depositing cash receipts;

o       providing Policy confirmations and periodic statements;

o       providing toll-free inquiry services; and

o       furnishing telephone transaction services.

The risks we assume include:

o       the risk that the Death Benefit will be greater than the Surrender
        Value;

o       the risk that the actual life-span of persons receiving income payments
        under Policy guarantees will exceed the assumptions reflected in our
        guaranteed rates (these rates are incorporated in the Policy and cannot
        be changed); and

o      the risk that our costs in providing the services will exceed our
       revenues from Policy charges (which cannot be changed by us).

The amount of a charge may not necessarily correspond to the costs associated
with providing the services or benefits indicated by the designation of the
charge. We may also realize a profit on one or more of the charges. We may use
any
                                       17
<PAGE>

such profits for any corporate purpose, including the payment of sales
expenses.

DEDUCTIONS FROM ACCOUNT 4
We deduct from Account 4 an amount, computed daily, which is equal to an annual
rate of 1.60% of the daily net asset value. The charge consists of an
administrative expense charge at an effective annual rate of .25% and a
mortality and expense risk charge at an effective annual rate of 1.35%. These
deductions from Account 4 are reflected in your Account Value.

POLICY MAINTENANCE CHARGE
We will deduct an annual charge of $25 annually from the Account Value of each
Policy to compensate us for certain administrative expenses incurred in
connection with the Policies. We will deduct the charge at each Policy
anniversary and at full surrender. We will waive this charge if your Account
Value at the time of deduction is at least $25,000.

We will allocate the annual policy maintenance charge 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 time the charge is made. If there is insufficient Account
Value allocated to Account 4, we will deduct any remaining portion of the charge
from the Guarantee Account from the amounts that have been in the Guarantee
Account for the longest period of time. Other allocation methods may be
available upon request.

DEDUCTIONS FOR PREMIUM TAXES
Any premium tax or other tax levied by any governmental entity as a result of
the existence of the Policies or Account 4 will be deducted from Account Value
when incurred, or at another time of our choosing.

The applicable premium tax rates that states and other governmental entities
impose on the purchase of an annuity are subject to change by legislation, by
administrative interpretation or by judicial action. These premium taxes
generally depend upon the law of your state of residence. The tax generally
ranges from 0.0% to 3.5%.

OTHER CHARGES AND DEDUCTIONS
There are deductions from and expenses paid out of the assets of each Fund that
are more fully described in each Fund's Prospectus.

In addition, we reserve the right to impose a transfer charge in the amount of
$10 per transfer.

THE POLICY

The Policy is an individual flexible premium variable deferred annuity Policy.
Your rights and benefits are described below and in the Policy. There may be
differences in your Policy because of requirements of the state where we issued
your Policy. We will include any such differences in your Policy.

PURCHASE OF THE POLICY
If you wish to purchase a Policy, you must apply for it through one of our
authorized sales representatives. The sales representative will send your
completed application to us, and we will decide whether to accept or reject it.
If we accept your application, our legally authorized officers prepare and
execute a Policy. We then send the Policy to you through your sales
representative. SEE Distribution of the Policies.

If we receive a completed application and all other information necessary for
processing a purchase order, we will apply an initial premium payment no later
than two business days after we receive the order. While attempting to finish an
incomplete application, we may hold the initial premium payment for no more than
five business days. If the incomplete application cannot be completed within
those five days, we will inform you of the reasons, and will return your premium
payment immediately (unless you specifically authorize us to keep it until the
application is complete). Once you complete your application, we must apply the
initial premium payment within two business days.

To apply for a Policy, you must be of legal age in a state where we may lawfully
sell the Policies and also be eligible to participate in any of the qualified or
non-qualified plans for which we designed the Policies. The Annuitant cannot be
older than age 85, unless we approve a different age.

                                       18
<PAGE>

OWNERSHIP
As Owner, you have all rights under the Policy, subject to the rights of any
irrevocable beneficiary. According to Virginia law, the assets of Account 4 are
held for the exclusive benefit of all Owners and their Designated Beneficiaries.
Qualified Policies may not be assigned or transferred except as permitted by the
Employee Retirement Income Security Act (ERISA) of 1974 and upon written
notification to us. We assume no responsibility for the validity or effect of
any assignment. Consult your tax advisor about the tax consequences of an
assignment.

If you name a Joint Owner in the application, we will treat the Joint Owners as
having equal undivided interests in the Policy. All Owners must together
exercise any ownership rights in this Policy.

PREMIUM PAYMENTS
You may make premium payments to us at a frequency and in the amount you select
(subject to certain restrictions). You must obtain our prior approval before you
make total premium payments for an Annuitant age 79 or younger that exceed
$2,000,000. If the Annuitant is age 80 or older at the time of payment, the
total amount not subject to prior approval is $1,000,000. Payments may be made
or, if stopped, resumed at any time until the Maturity Date, the surrender of
the Policy, or the death of the Owner (or Joint Owner, if applicable), whichever
comes first. We reserve the right to refuse to accept a premium payment for any
lawful reason and in a manner that does not unfairly discriminate against
similarly situated purchasers.

The minimum initial premium payment is $25,000. We may accept a lower initial
premium payment in the case of certain group sales. Each additional premium
payment must be at least $1,000 for Non-Qualified Policies, $50 for IRA
Policies, and $100 for other Qualified Policies.

VALUATION DAY
We will value Accumulation and Annuity Units once daily at the close of trading
(currently 4:00 p.m., New York time) on each day the New York Stock Exchange is
open except for days on which a Fund does not value its shares (Valuation Day).
If a Valuation Period contains more than one day, the unit values will be the
same for each day in the Valuation Period.

ALLOCATION OF PREMIUM PAYMENTS
We place net premium payments into Account 4's Investment Subdivisions, each of
which invests in shares of a corresponding portfolio of the Funds, and/or the
Guarantee Account, according to your instructions. However, in those states
which require that premium payments be returned during the free look period (see
Return Privilege), we will place your initial premium payments allocated to
Account 4 in the Money Market Investment Subdivision (which is the Investment
Subdivision that invests in the Money Market Fund of GE Investments Funds,
Inc.). At the end of the free look period, if we allocated your initial premium
payment to the Money Market Investment Subdivision, we will transfer the value
of what is in the Money Market Investment Subdivision to the Investment
Subdivisions you specified in your application. Solely for the purpose of
processing transfers from the Money Market Investment Subdivision, we will deem
the free look period to end 15 days after the Policy Date. This transfer from
the Money Market Investment Subdivision to the other Investment Subdivisions
upon the expiration of the free look period does not count as a transfer for any
other purposes under the Policy.

The percentage of any premium payment which you can put into any one Investment
Subdivision or guarantee period must equal a whole percentage. Upon allocation
to the appropriate Investment Subdivision, we convert net premium payments into
Accumulation Units. We determine the number of Accumulation Units credited by
dividing the amount allocated to each Investment Subdivision by the value of an
Accumulation Unit for that Investment Subdivision on the Valuation Day on which
we receive the premium payment at our Home Office if received before 4:00 p.m.,
New York time. If we receive the premium payment at or after 4:00 p.m., New York
time, we will use the Accumulation Unit value computed on the next Valuation
Day. The number of Accumulation Units determined in this way is not changed by
any subsequent change in the value of an Accumulation Unit. However, the dollar
value of an Accumulation Unit will vary depending not only upon how well the
portfolio's investments perform, but also upon the expenses of Account 4 and the
portfolios.

VALUATION OF ACCUMULATION UNITS
We value Accumulation Units for each Investment Subdivision separately.
Initially, we arbitrarily set the value of each Accumulation Unit at $10.00.
Thereafter, the value of an Accumulation Unit in any Investment Subdivision for
a Valuation Period equals the value of an Accumulation Unit in that Investment
Subdivision as of the preceding Valuation Period multiplied by the net
investment factor of that Investment Subdivision for the current Valuation
Period.

The net investment factor is an index used to measure the investment performance
of an Investment Subdivision from one 

                                       19
<PAGE>

Valuation Period to the next. The net investment factor for any Investment
Subdivision for any Valuation Period reflects the change in the net asset value
per share of the portfolio held in the Investment Subdivision from one Valuation
Period to the next, adjusted for the daily deduction of the administrative
expense and mortality and expense risk charges from assets in the Investment
Subdivision. If any "ex-dividend" date occurs during the Valuation Period, we
take into account the per share amount of any dividend or capital gain
distribution so that the unit value is not impacted. Also, if any taxes need to
be reserved, we take into account a per share charge or credit for any taxes
reserved for, which we determine to have resulted from the operations of the
Investment Subdivision.

TRANSFERS BEFORE THE MATURITY DATE
Before the earlier of the surrender of the Policy, payment of any Death Benefit,
or the Maturity Date, you may transfer all or a portion of your investment
between and among the Investment Subdivisions of Account 4 and the Guarantee
Account subject to certain conditions. We process transfers among the Investment
Subdivisions of Account 4 and between the Investment Subdivisions and the
Guarantee Account as of the end of the Valuation Period that we receive the
transfer request at our Home Office. We may postpone transfers to, from, or
among the Investment Subdivisions of Account 4 under certain circumstances. See
Requesting Payments.

We restrict transfers from any particular allocation of a Guarantee Account to
an Investment Subdivision. You may make such transfers only during the 30 day
period beginning with the end of the preceding interest rate guarantee period
applicable to that particular allocation. We also may limit the amount which you
may transfer from the Guarantee Account to the Investment Subdivisions. However,
for any particular allocation to an Investment Subdivision, the limited amount
will not be less than any accrued interest on that allocation plus 25% of the
original amount of that allocation.

Further, we may restrict certain transfers from an Investment Subdivision to the
Guarantee Account. We reserve the right to prohibit or limit transfers from an
Investment Subdivision to the Guarantee Account during the six month period
following the transfer of any amount from the Guarantee Account to any
Investment Subdivision.

Currently, there is no other limit on the number of transfers between and among
Investment Subdivisions of Account 4 and the Guarantee Account; however, we
reserve the right to limit the number of transfers each calendar year to twelve,
or if it is necessary for the Policy to continue to be treated as an annuity
policy by the Internal Revenue Service, a lower number. Currently, all transfers
under the Policy are free. However, we reserve the right to assess a fee of $10
per transfer. The minimum transfer amount is $100 or the entire balance in the
Investment Subdivision or guarantee period if the transfer will leave a balance
of less than $100.

Sometimes, we may not honor your transfer request. We may not honor your
transfer request:

(i)     if any Investment Subdivision that would be affected by the transfer is
        unable to purchase or redeem shares of the Fund in which the Investment
        Subdivision invests;

(ii)    if the transfer is a result of more than one trade involving the same
        Investment Subdivision within a 30 day period; or

(iii)  if the transfer would adversely affect accumulation unit values.

We also may not honor transfers made by third parties. (See Transfers by Third
Parties.)

When thinking about a transfer of Account Value, you should consider the
inherent risk involved. Frequent transfers based on short-term expectations may
increase the risk that you will make a transfer at an inopportune time.

TELEPHONE TRANSACTIONS
We permit certain telephone transactions (including transfers) as described in
this prospectus. We may be liable for losses resulting from unauthorized or
fraudulent telephone transactions if we fail to employ reasonable procedures to
confirm that the telephone instructions that we receive are genuine. Therefore,
we 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, we may require written
authorization before allowing you to make telephone transactions. We reserve the
right to limit telephone transactions.

To request a telephone transaction, you should call our telephone transaction
line. We will record all telephone transaction requests. We will execute
transfer requests received prior to the close of the New York Stock Exchange
that Valuation Day at that day's prices. We will execute requests received after
that time on the next Valuation Day at that day's prices.

                                       20
<PAGE>

TRANSFERS BY THIRD PARTIES
As a general rule and as a convenience to you, we allow you to give third
parties the right to effect transfers on your behalf. However, when the same
third party possesses this ability on behalf of many Owners, the result can be
simultaneous transfers involving large amounts of Account Value. Such transfers
can disrupt the orderly management of the Funds underlying the Policy, can
result in higher costs to Owners, and are generally not compatible with the
long-range goals of Owners. We believe that such simultaneous transfers effected
by such third parties are not in the best interests of all shareholders of the
Funds underlying the Policies, and the management of the Funds share this
position. Therefore, as described in your Policy, we may limit transfers made by
a third party.

DOLLAR-COST AVERAGING
The dollar-cost averaging program permits you to systematically transfer on a
monthly or quarterly basis a set dollar amount from the Money Market Investment
Subdivision and/or the Guarantee Account to any combination of other Investment
Subdivisions (as long as the total number of Investment Subdivisions used does
not exceed the maximum number allowed under the Policy). The dollar-cost
averaging method of investment is designed to reduce the risk of making
purchases only when the price of units is high, but you should carefully
consider your financial ability to continue the program over a long enough
period of time to purchase Accumulation Units when their value is low as well as
when it is high. Dollar-cost averaging does not assure a profit or protect
against a loss.

You may participate in the dollar-cost averaging program by selecting the
program on the application, completing a dollar-cost averaging agreement, or
calling our Home Office. To use the dollar-cost averaging program, you must
transfer at least $100 from an Investment Subdivision or a guarantee period with
each transfer. Once elected, dollar-cost averaging remains in effect from the
date we receive your request until the value of the Investment Subdivision or
the guarantee period from which transfers are being made is depleted, or until
you cancel the program by written request or by telephone if we have your
telephone authorization on file.

With regard to dollar-cost averaging from the Guarantee Account, we reserve the
right to determine the amount of each automatic transfer. We reserve the right
to transfer any remaining portion of an allocation used for dollar-cost
averaging to a Guarantee Account with a new guarantee period upon termination of
the dollar-cost averaging program for that allocation.

There is no additional charge for dollar-cost averaging. We reserve the right to
discontinue offering or to modify the dollar-cost averaging program at any time
and for any reason.

ASSET ALLOCATION

You may select from five asset allocation model portfolios offered by us, or you
may use a model offered by us as a guide to help you develop your own asset
allocation program. The models designed by us are as follows:


                          Model      Investment and Risk Profile
                          --------------------------------------- 
                           1               Income
                           2               Enhanced Income
                           3               Growth & Income
                           4               Growth
                           5               Aggressive Growth

If you elect to participate in the asset allocation program, we will
automatically allocate all premium payments among the Investment Subdivisions
indicated by the model and the Funds within the model you select. The models do
not include allocation to the Guarantee Account. Although you may use only one
model at a time, you may elect to change your selection as your tolerance for
risk, needs, and/or objectives change. You may use a questionnaire that we offer
to determine the model that best meets your risk tolerance and time horizons.
Asset allocation does not guarantee a profit or protect against a loss.

Because each Investment Subdivision performs differently over time, your
portfolio mix may vary from its initial allocations. You may elect to have the
portfolios automatically rebalanced under our portfolio rebalancing program,
described below.

From time to time, we will review the models and may find that allocation
percentages among the Investment Subdivisions

                                       21
<PAGE>

or even some of the Investment Subdivisions within a particular model need to be
changed. We will send you notice that such a change has been made. Unless you
elect to participate in the new allocation model you will remain in your current
designated allocation model. This change will not be made automatically.

There is no additional charge for the asset allocation program. We reserve the
right to discontinue offering this program at any time and for any reason.

PORTFOLIO REBALANCING PROGRAM
Once your money has been allocated among the Investment Subdivisions, the
performance of each Investment Subdivision may cause your allocation to shift.
You may instruct us to automatically rebalance (on a quarterly, semi-annual or
annual basis) your Account Value among the Investment Subdivisions to return to
the percentages specified in your allocation instructions. The program does not
include allocations to the Guarantee Account. You may elect to participate in
the portfolio rebalancing program at any time by completing the portfolio
rebalancing agreement. Your percentage allocations must be in whole percentages.
Subsequent changes to your percentage allocations may be made at any time by
written or telephone instructions to the Home Office. Once elected, portfolio
rebalancing remains in effect from the date we receive your written request
until you instruct us to discontinue portfolio rebalancing. There is no
additional charge for using portfolio rebalancing, and we do not consider a
portfolio rebalancing transfer a transfer for purposes of assessing a transfer
processing fee or calculating the maximum number of transfers permitted in a
calendar year. We reserve the right to discontinue offering the portfolio
rebalancing program at any time and for any reason. Portfolio rebalancing does
not guarantee a profit or protect against a loss.

SURRENDERS AND PARTIAL SURRENDERS
Subject to the rules discussed below, we will allow the surrender of the Policy
or a withdrawal of the Account Value at any time before the Maturity Date upon
your written request. Surrender or partial surrender rights after the Maturity
Date depend upon the income payment option you select.

We will not permit a partial surrender that is less than $500 or that reduces
Account Value to less than $25,000. If your partial surrender request would
reduce Account Value to less than $25,000, we will surrender only that amount of
Account Value that would reduce the remaining Account Value to $25,000.

The amount payable on full surrender of the Policy is the Surrender Value at the
end of the Valuation Period during which we receive the request. The Surrender
Value equals the Account Value on the date we receive a request for surrender
less any applicable premium tax. We may pay the Surrender Value in a lump sum or
under one of the optional payment plans specified in the Policy.

You may indicate, in writing, from which Investment Subdivisions or guarantee
periods we are to take your partial surrender. If you do not so specify, we will
deduct the amount of the partial surrender first from the Investment
Subdivisions of Account 4 on a pro-rata basis, in proportion to the Account
Value in Account 4. We will deduct any remaining amount from the Guarantee
Account. We will take deductions from the Guarantee Account from the amounts
(including any interest credited to such amounts) which have been in the
Guarantee Account for the longest period of time.

Please remember that a partial surrender will reduce the Death Benefit by the
proportion that the partial surrender reduced Account Value.

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 (i) termination of employment in
the Texas public institutions of higher education, (ii) retirement, (iii) death,
or (iv) the participant's attainment of age 70 1/2. Accordingly, before we
distribute any amounts from these Policies, you must furnish us proof that one
of these four events has occurred.

SYSTEMATIC WITHDRAWALS
At any time after 30 days from the Policy Date, you may elect in writing on a
form provided by us to take systematic withdrawals of a specified dollar amount
(in equal installments of at least $100) on a monthly, quarterly, semi-annual or
annual basis. You may provide specific instructions as to how we are to take the
systematic withdrawals. If you have not provided specific instructions, or if
your specific instructions cannot be carried out, we will process the
withdrawals by first taking on a pro-rata basis Accumulation Units from all of
the Investment Subdivisions in which you have an interest. To the extent that
your Account Value in Account 4 is not sufficient to accomplish this withdrawal,
we will take any  Account
                  
                                       22
<PAGE>

Value you have in the Guarantee Account to accomplish the withdrawal.

After your systematic withdrawals begin, you may change the frequency and/or
amount of your payments once each calendar quarter.

A systematic withdrawal program will terminate automatically when a systematic
withdrawal would cause the remaining Account Value to be less than $25,000. If a
systematic withdrawal would cause the Account Value to be less than $25,000,
then we will not process that systematic withdrawal transaction. You may
discontinue systematic withdrawals at any time by notifying us in writing at our
Home Office.

When you consider systematic withdrawals, please remember that each systematic
withdrawal is subject to federal income taxes on the taxable portion. In
addition, you may be assessed a 10% federal penalty tax on systematic
withdrawals if you are under age 59 1/2 at the time of the withdrawal.

We reserve the right to prohibit simultaneous systematic withdrawals and
dollar-cost averaging.

THE BENEFICIARY
You may select one or more primary and contingent Beneficiaries during your
lifetime upon application and by filing a written request with our Home Office.
Each change of Beneficiary revokes any previous designation.

DEATH BENEFIT AT DEATH OF ANNUITANT

If the Annuitant dies before income payments begin, regardless of whether the
Annuitant is also an Owner or Joint Owner of the Policy, the amount of proceeds
available for the Designated Beneficiary (as defined below) is the Death
Benefit. (This Death Benefit may be referred to as the "Annual EstateProtector"
in our marketing materials.) Upon receipt of due proof of the Annuitant's death
(generally, due proof is a certified copy of the death certificate or a
certified copy of the decree of a court of competent jurisdiction as to the
finding of death), the Death Benefit will constitute the new Surrender Value,
and we will treat this Surrender Value in accordance with the Owner's
instructions, subject to distribution rules and termination of contract
provisions discussed in the Policy and elsewhere in this Prospectus.

We calculate the Death Benefit by adding (a) and (b) where:

(a)     is the Account Value as of the date we receive due proof of death; and

(b)        is the excess, if any, of the unadjusted Death Benefit as of the date
           of the Annuitant's death over the Account Value as of the date of the
           Annuitant's death, with interest credited on that excess from the
           date of the Annuitant's death to the date of distribution. The rate
           credited may depend on applicable law or regulation. Otherwise, we
           will set it.

The definition of the unadjusted Death Benefit varies based on the Annuitant's
age at the time we issued the Policy, the number of Policy years that have
elapsed at the time the death occurs, and/or on the Annuitant's age at the time
the death occurs.

If the Annuitant was age 80 or younger on the Policy Date:

1.         If the Annuitant dies during the first Policy year, the unadjusted
           Death Benefit will be the greater of:

        (i) Account Value as of the date of the Annuitant's death; and

        (ii) the total amount of premium payments made adjusted by the
            proportion that any partial surrender reduced Account Value and less
            any applicable premium tax.

2.          If the Annuitant dies during any subsequent Policy year, but before
            the Policy anniversary the Annuitant reaches age 81, the unadjusted
            Death Benefit will be the greatest of:

        (i) Account Value as of the date of the Annuitant's death;

        (ii) the total amount of premium payments made adjusted by the
            proportion that any partial surrender

                                       23
<PAGE>

            reduced Account Value and less any applicable premium tax; and

        (iii) the unadjusted Death Benefit on the last day of the preceding
            Policy year, plus any premium payments made since then, adjusted by
            the proportion that any partial surrender reduced Account Value and
            less any applicable premium tax.

3.         If the Annuitant dies on or after the Policy anniversary the
           Annuitant reaches age 81, the unadjusted Death Benefit will be the
           greater of:

        (i) Account Value as of the date of the Annuitant's death; and

        (ii) the unadjusted Death Benefit on the Policy anniversary the
            Annuitant reached age 80, plus any premium payments made since then,
            adjusted by the proportion that any partial surrender reduced
            Account Value and less any applicable premium tax.

If the Annuitant was age 81 or older on the Policy Date, the unadjusted Death
Benefit will be the greater of:

        (i) Account Value as of the date of the Annuitant's death; and

        (ii) the total amount of premium payments made adjusted by the
            proportion that any partial surrender reduced Account Value and less
            any applicable premium tax.

Example: Assuming an Owner: (i) purchases a Policy for $100,000; (ii) makes no
additional premium payments and no partial surrenders; (iii) is not subject to
premium taxes; and (iv) the Annuitant is age 70 on the Policy Date, then:

               Policy               Account               Unadjusted
               Anniversary          Value                 Death Benefit

               Issue                $100,000              $100,000
                  1                 $110,000              $110,000
                  2                 $ 90,000              $110,000
                  3                 $ 80,000              $110,000
                  4                 $120,000              $120,000
                  5                 $130,000              $130,000
                  6                 $150,000              $150,000
                  7                 $160,000              $160,000
                  8                 $130,000              $160,000
                  9                 $ 90,000              $160,000
                  10                $170,000              $170,000
                  11                $140,000              $170,000
                  12                $180,000              $180,000
                  13                $120,000              $170,000

The purpose of this example is to show how the unadjusted Death Benefit works
based on purely hypothetical values and is not intended to depict investment
performance of the Policy.

DEATH OF AN OWNER, JOINT OWNER, OR ANNUITANT BEFORE THE MATURITY DATE 
GENERAL: In certain circumstances, Federal tax law requires that distributions 
be made under this Policy upon the first death of:

  o      an Owner or Joint Owner, or

  o      the Annuitant if any Owner is a non-natural entity (such as a trust
         or corporation).

The discussion below describes the methods available for distributing the value
of the Policy upon death.

DESIGNATED BENEFICIARY: At the death of any Owner (or Annuitant, if any Owner is
a non-natural entity), the person or entity first listed below who is alive or
in existence on the date of that death will become the Designated Beneficiary:

                                       24
<PAGE>

  (1)   Owner or Joint Owners.

  (2)   primary beneficiary.

  (3)   contingent beneficiary.

  (4)   Owner's estate.

The Designated Beneficiary will then be treated as the sole Owner of the Policy.
If there is more than one Designated Beneficiary, each one will be treated
separately in applying the tax law's rules described below.

DISTRIBUTION RULES: The distributions required by Federal tax law differ
depending on whether the Designated Beneficiary is the spouse of the deceased
Owner (or of the Annuitant, if the Policy is owned by a non-natural entity).

  O     SPOUSES - If the Designated Beneficiary is the surviving spouse of the
        deceased person, we will continue the Policy in force with the surviving
        spouse as the new Owner. If the deceased person was the Annuitant and
        there was no surviving contingent Annuitant, the surviving spouse will
        automatically become the new Annuitant. At the death of the surviving
        spouse, this provision may not be used again, even if the surviving
        spouse remarries. In that case, the rules for non-spouses will apply.

  o     NON-SPOUSES - If the Designated Beneficiary is not the surviving spouse
        of the deceased person, this Policy cannot be continued in force
        indefinitely. Instead, upon the death of any Owner (or Annuitant, if any
        Owner is a non-natural entity), payments must be made to (or for the
        benefit of) the Designated Beneficiary under one of the following
        payment choices:

               (1) Receive the Surrender Value in one lump sum payment upon
               receipt of due proof of death.

               (2) Receive the Surrender Value at any time during the five year
               period following the date of death. At the end of the five year
               period, we will pay in a lump sum payment any Surrender Value
               still remaining.

               (3) Apply the Surrender Value to provide a monthly income benefit
               under optional payment plan 1 or 2. The first monthly income
               benefit payment must be made no later than one year after the
               date of death. Also, the monthly income benefit payment period
               must be either the lifetime of the Designated Beneficiary or a
               period not exceeding the Designated Beneficiary's life
               expectancy.

        If no choice is made by the Designated Beneficiary within 30 days
        following receipt of due proof of death, we will use payment choice 2
        (payment of the entire value of the Policy within 5 years of the date of
        death). Due proof of death must be provided within 90 days of the date
        of death. No further premium payments will be accepted after the
        non-spouse's death. If the Designated Beneficiary dies before the entire
        Surrender Value has been distributed, we will pay in a lump sum payment
        any Surrender Value still remaining to the person named by the
        Designated Beneficiary. If no person is so named, payment will be made
        to the Designated Beneficiary's estate.

        Under payment choices 1 or 2, the Policy will terminate upon payment of
        the entire Surrender Value. Under payment choice 3, this Policy will
        terminate when the Surrender Value is applied to provide a monthly
        income benefit.

AMOUNT OF THE PROCEEDS: If an Owner or Joint Owner dies and that person is
someone other than the Annuitant, the amount of the proceeds available is the
Surrender Value. If the Annuitant dies (whether or not he or she is an Owner or
Joint Owner), the amount of the proceeds available is the Death Benefit. Upon
receipt of due proof of the Annuitant's death, the Death Benefit will constitute
the new Surrender Value and will be treated in accordance with the instructions
provided by the Owner, subject to the distribution rules described above.

DEATH OF AN OWNER, JOINT OWNER, OR ANNUITANT AFTER INCOME PAYMENTS BEGIN 
If an Owner, Joint Owner, Annuitant or payee dies after income payments have 
begun, the entire interest remaining in the Policy will be distributed at least 
as rapidly as under the method of distribution being used on the date of death.

INCOME PAYMENTS

                                       25
<PAGE>

When you apply for a Policy, you may select any Maturity Date permitted by law;
however, this date can not be any later than the Policy anniversary following
the Annuitant's 90th birthday, unless we approve otherwise. (Please note the
following exception: Policies issued under qualified retirement plans provide
for income payments to start at the date and under the option specified in the
plan.)

We will pay a monthly income benefit to the Owner beginning on the Maturity Date
if the Annuitant is still living. We will pay the monthly income benefit in the
form of variable income payments similar to those described in optional payment
plan 1, Life Income with 10 Years Certain (automatic payment plan), using the
sex and settlement age of the Annuitant instead of the payee, unless you make
another election. You may also choose to receive the maturity value (that is,
the Surrender Value of your Policy on the date immediately preceding the
Maturity Date) in one lump sum (in which case we will cancel the Policy).

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 receive due proof of death. We will pay this discounted amount in one
sum.

The Policy also provides optional forms of annuity payments, each of which is
payable on a fixed basis. Optional payment plans 1 and 5 also are available on a
variable basis. The Policy provides that all or part of the Account Value may be
used to purchase an annuity.

If you elect fixed income payments, the guaranteed amount payable will earn
interest at 3% compounded yearly. We may increase the interest rate which will
increase the amount paid to you or the payee.

If you elect variable income payments, your income payments, after the first
payment, will reflect the investment experience of the Investment Subdivisions
to which you allocated Account Value.

We will make annuity payments monthly unless you elect quarterly, semi-annual or
annual installments. Under the monthly income benefit and all of the optional
payment plans, if any payment made more frequently than annually would be or
becomes less than $100, we reserve the right to reduce the frequency of payments
to an interval that would result in each payment being at least $100. If the
annual payment payable at maturity is less than $20, we will pay the maturity
value in a lump sum. Upon making such a payment, we will have no future
obligation under the Policy. Following are explanations of the optional payment
plans available.

OPTIONAL PAYMENT PLANS
PLAN 1 -- LIFE INCOME WITH PERIOD CERTAIN. This option guarantees periodic
payments during a designated 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. The payee selects the designated period. If the payee dies
during the minimum period, we will discount the amount of the remaining
guaranteed payments at the same rate used in calculating income payments. We
will pay the discounted amount in one sum to the payee's estate unless otherwise
provided.

PLAN 2 -- INCOME FOR A FIXED PERIOD. This option provides for periodic payments
to be made for a fixed period not longer than 30 years. Payments can be annual,
semi-annual, quarterly, or monthly. If the payee dies, we will discount the
amount of the remaining guaranteed payments to the date of the payee's death at
the same rate used in calculating income payments. We will pay the discounted
amount in one sum to the payee's estate unless otherwise provided.

PLAN 3 -- INCOME OF A DEFINITE AMOUNT. This option provides periodic payments of
a definite amount to 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 the payee dies, we will
pay the amount of the remaining proceeds with earned interest in one sum to the
payee's estate unless otherwise provided.

PLAN 4 -- INTEREST INCOME. This option provides for periodic payments of
interest earned from the proceeds left with us. Payments can be annual,
semi-annual, quarterly, or monthly. If the payee dies, we will pay the amount of
remaining proceeds and any earned but unpaid interest in one sum to the payee's
estate unless otherwise provided. This plan is not available under Qualified
Policies.

PLAN 5 -- JOINT LIFE AND SURVIVOR INCOME. This option provides for monthly
payments to be made to two payees for a 

                                       26
<PAGE>
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
both payees die before the end of the minimum period, we will discount the
amount of the remaining payments for the 10-year period at the same rate used in
calculating income payments. We will pay the discounted amount in one sum to the
survivor's estate unless otherwise provided.

If the payee is not a natural person, our consent must be obtained before
selecting an optional payment plan.

Before the Maturity Date, you may change:

o   your Maturity Date (however, the Maturity Date cannot be a date later than
    the Policy anniversary on which the Annuitant reaches age 90, unless we
    approve a later date);

o   your optional payment plan;

o   the allocation of your investment among the Investment Subdivisions; and

o   the Owner, Joint Owner, primary Beneficiary, contingent Beneficiary, and
    contingent Annuitant upon written notice to the Home Office if you reserved
    this right and the Annuitant is living.

We must receive your request for a change in a form satisfactory to us. The
change will take effect as of the date you sign the request. The change will be
subject to any payment made before we recorded the change.

Fixed income payments will begin on the date we receive due proof of the
Annuitant's death, on surrender, or on the Policy's Maturity Date. Variable
income payments will begin within seven days after the date payments would begin
under the corresponding fixed option. Payments under optional payment plan 4
(Interest Income) will begin at the end of the first interest period after the
date proceeds are otherwise payable.

VARIABLE INCOME PAYMENTS
Variable income payments will be determined using:

1.      The maturity value (which is the Surrender Value of the Policy on the 
        date immediately preceding the Maturity Date);

2.      The annuity tables contained in the Policy;

3.      The optional payment plan selected; and

4.      The investment performance of the portfolios selected.

To determine the amount of payment, we make this calculation:

1.      Determine the dollar amount of the first income payment; then

2.      Allocate that amount to the Investment Subdivisions according to your
        instructions; then

3.      Determine the number of Annuity Units for each Investment Subdivision by
        dividing the amount allocated by the Annuity Unit value seven days
        before the income payment is due; and then

4.      Calculate the value of the Annuity Units for each Investment Subdivision
        seven days before the income payment is due for each income payment
        thereafter.

To calculate your variable income payments, we need to make an assumption
regarding the investment performance of the Investment Subdivisions you select.
We call this your assumed investment rate. This rate is simply the total return,
after expenses, you need to earn to keep your variable income payments level. We
assume an effective annual rate of 3%. This means that if the annualized
investment performance, after expenses, of your Investment Subdivisions is less
than 3%, then the dollar amount of your variable income payment will decrease.
Conversely, if the annualized investment performance, after expenses, of your
Investment Subdivisions is greater than 3%, then the dollar amount of your
income payments will increase.

                                       27
<PAGE>

TRANSFERS AFTER THE MATURITY DATE
If we are making variable income payments, the payee may change the Investment
Subdivisions from which we are making the payments once each calendar year. We
will not assess a charge on such transfers. The transfer will be effective as of
the end of the Valuation Period during which we receive written request at our
Home Office. However, we reserve the right to limit the number of transfers if
necessary for the Policy to continue to be treated as an annuity under the Code.
We also reserve the right to refuse to execute any transfer if any of the
Investment Subdivisions that would be affected by the transfer is unable to
purchase or redeem shares of the Fund in which the Investment Subdivision
invests or if the transfer would adversely affect Annuity Unit values. If the
number of Annuity Units remaining in an Investment Subdivision after a transfer
is less than 1, we will transfer the remaining balance in addition to the amount
requested for the transfer. We do not permit transfers between the Investment
Subdivisions and the Guarantee Account after the Maturity Date.

FEDERAL TAX MATTERS

INTRODUCTION
This part of the Prospectus discusses the Federal income tax treatment of the
Policy. The Federal income tax treatment of the Policy is complex and sometimes
uncertain. The Federal income tax rules may vary with your particular
circumstances. This discussion does not address all of the Federal income tax
rules that may affect you and your Policy. This discussion also does not address
other Federal tax consequences, or state or local tax consequences, associated
with a Policy. As a result, you should always consult a tax adviser about the
application of tax rules to your individual situation.

TAXATION OF NON-QUALIFIED POLICIES
This part of the discussion describes some of the Federal income tax rules
applicable to Non-Qualified Policies. A Non-Qualified Policy is a Policy not
issued in connection with a qualified retirement plan receiving special tax
treatment under the Code, such as an individual retirement annuity or a section
401(k) plan.

TAX DEFERRAL ON EARNINGS. The Federal income tax law does not tax any increase
in an Owner's Account Value until there is a distribution from the Policy.
However, certain requirements must be satisfied in order for this general rule
to apply, including:

        o      An individual must own the Policy (or the tax law must treat the
               Policy as owned by an individual);

        o      The investments of Account 4 must be "adequately diversified" in
               accordance with Internal Revenue Service ("IRS") regulations;

        o      The Owner's right to choose particular investments for a Policy
               must be limited; and

        o      The Policy's Maturity Date must not occur near the end of the
               Annuitant's life expectancy.

This part of the Prospectus discusses each of these requirements.

POLICIES NOT OWNED BY AN INDIVIDUAL -- NO TAX DEFERRAL AND LOSS OF INTEREST
DEDUCTION: As a general rule, the Code does not treat a Policy that is owned by
an entity (rather than an individual) as an annuity contract for Federal income
tax purposes. The entity owning the Policy pays tax currently on the excess of
the Account Value over the premiums paid for the Policy. Policies issued to a
corporation or a trust are examples of Policies where the Owner pays current tax
on the Policy's earnings.

There are several exceptions to this rule. For example, the Code treats a Policy
as owned by an individual if the nominal owner is a trust or other entity that
holds the Policy as an agent for an individual. However, this exception does not
apply in the case of any employer that owns a Policy to provide deferred
compensation for its employees.

In the case of a Policy issued after June 8, 1997 to a taxpayer that is not an
individual, or a Policy held for the benefit of an entity, the entity will lose
its deduction for a portion of its otherwise deductible interest expenses. This
disallowance does not apply if the Owner pays tax on the annual increase in the
Account Value. Entities that are considering purchasing the Policy, or entities
that will benefit from someone else's ownership of a Policy, should consult a
tax advisor.

INVESTMENTS IN ACCOUNT 4 MUST BE DIVERSIFIED: For a Policy to be treated as an
annuity contract for Federal income tax purposes, the investments of a separate
account such as Account 4 must be "adequately diversified." The IRS has issued


                                       28
<PAGE>

regulations that prescribe standards for determining whether the investments of
Account 4 are adequately diversified. If Account 4 fails to comply with these
diversification standards, the Owner could be required to pay tax currently on
the excess of the Account Value over the premiums paid for the Policy.

Although we do not control the investments of all of the Funds (we only
indirectly control those of GE Investments Funds, Inc., through an affiliated
company), we expect that the Funds will comply with the IRS regulations so that
Account 4 will be considered "adequately diversified."

RESTRICTIONS ON THE EXTENT TO WHICH AN OWNER CAN DIRECT THE INVESTMENT OF
ACCOUNT VALUES: Federal income tax law limits the Owner's right to choose
particular investments for the Policy. The U.S. Treasury Department stated in
1986 that it expected to issue guidance clarifying those limits, but it has not
yet done so. Thus, the nature of the limits is currently uncertain. As a result,
an Owner's right to allocate Account Values among the portfolios may exceed
those limits. If so, the Owner would be treated as the owner of the assets of
Account 4 and thus subject to current taxation on the income and gains from
those assets.

We do not know what limits the Treasury Department may set forth in any guidance
that the Treasury Department may issue or whether any such limits will apply to
existing Policies. We therefore reserve the right to modify the Policy without
the Owners' consent to attempt to prevent the tax law from considering the
Owners as the owners of the assets of Account 4.

AGE AT WHICH ANNUITY PAYOUTS MUST BEGIN: Federal income tax rules do not
expressly identify a particular age by which annuity payouts must begin.
However, those rules do require that an annuity contract provide for
amortization, through annuity payouts, of the contract's premiums paid and
earnings. If annuity payouts under the Policy begin or are scheduled to begin on
a date past the Annuitant's 85th birthday, it is possible that the tax law will
not treat the Policy as an annuity contract for Federal income tax purposes. In
that event, the Owner would be currently taxable on the excess of the Account
Value over the premiums paid for the Policy.

NO GUARANTEES REGARDING TAX TREATMENT: We make no guarantees regarding the tax
treatment of any Policy or of any transaction involving a Policy. However, the
remainder of this discussion assumes that your Policy will be treated as an
annuity contract for Federal income tax purposes and that the tax law will not
impose tax on any increase in your Account Value until there is a distribution
from your Policy.

WITHDRAWALS AND SURRENDERS. A withdrawal occurs when you receive less than the
total amount of the Policy's Surrender Value. In the case of a withdrawal, you
will pay tax on the amount you receive to the extent your Account Value before
the withdrawal exceeds your "investment in the contract." (This term is
explained below.) This income (and all other income from your Policy) is
ordinary income. The Code imposes a higher rate of tax on ordinary income than
it does on capital gains.

A surrender occurs when you receive the total amount of the Policy's Surrender
Value. In the case of a surrender, you will pay tax on the amount you receive to
the extent it exceeds your "investment in the contract."

Your "investment in the contract" generally equals the total of your premium
payments under the Policy, reduced by any amounts you previously received from
the Policy that you did not include in your income.

Your Policy imposes mortality charges relating to the Death Benefit. It is
possible that all or a portion of these charges could be treated as withdrawals
from the Policy.

LOANS AND ASSIGNMENTS. With the exception of certain Qualified Policies, the
Code treats any amount received as a loan under a Policy, and any assignment or
pledge (or agreement to assign or pledge) any portion of your Account Value, as
a withdrawal of such amount or portion.

GIFTING A POLICY. If you transfer ownership of your Policy - without receiving a
payment equal to your Policy's value - to a person other than your spouse (or to
your former spouse incident to divorce), you will pay tax on your Account Value
to the extent it exceeds your "investment in the contract." In such a case, the
new owner's "investment in the contract" will be increased to reflect the amount
included in your income.

SYSTEMATIC WITHDRAWALS. In the case of systematic withdrawals, the amount of
each withdrawal should be considered a distribution and taxed in the same manner
as a withdrawal from the Policy. However, there is some uncertainty regarding
the tax treatment of systematic withdrawals, and it is possible that additional
amounts could be included in income.

                                       29
<PAGE>

TAXATION OF ANNUITY PAYOUTS. The Code imposes tax on a portion of each annuity
payout (at ordinary income tax rates) and treats a portion as a nontaxable
return of your "investment in the contract." We will notify you annually of the
taxable amount of your annuity payout.

Pursuant to IRS regulations, you will pay tax on the full amount of your annuity
payouts once you have recovered the total amount of the "investment in the
contract." If annuity payouts cease because of the death of the Annuitant and
before the total amount of the investment in the contract has been recovered,
the unrecovered amount generally will be deductible.

If proceeds are left with the Company (Optional Payment Plan 4), they are taxed
in the same manner as a surrender. The Owner must pay tax currently on the
interest credited on these proceeds. This treatment could also apply to Plan 3
if the payee is at an advanced age, such as age 80 or older.

TAXATION OF DEATH BENEFITS. We may distribute amounts from your Policy because
of the death of an Owner, a Joint Owner, or an Annuitant. The tax treatment of
these amounts depends on whether the Owner, Joint Owner, or Annuitant dies
before or after the Policy's Maturity Date.

Before the Policy's Maturity Date:

        o      If received under an annuity payout option, death benefits are
               taxed in the same manner as annuity payouts.

        o      If not received under an annuity payout option, death benefits
               are taxed in the same manner as a withdrawal.

After the Policy's Maturity Date:

        o      If received in accordance with the existing annuity payout
               option, death benefits are excludible from income to the extent
               that they do not exceed the unrecovered "investment in the
               contract." All annuity payouts in excess of the unrecovered
               "investment in the contract" are includible in income.

        o      If received in a lump sum, the tax law imposes tax on death
               benefits to the extent that they exceed the unrecovered
               "investment in the contract" at that time.

PENALTY TAXES PAYABLE ON WITHDRAWALS, SURRENDERS, OR ANNUITY PAYOUTS. The Code
may impose a penalty tax equal to 10% of the amount of any payment from your
Policy that is included in your gross income. The Code does not impose the 10%
penalty tax if one of several exceptions applies. These exceptions include
withdrawals, surrenders, or annuity payouts that:

        o      you receive on or after you reach age 59 1/2,

        o      you receive because you became disabled (as defined in the tax
               law),

        o      a beneficiary receives on or after the death of the Owner, or

        o      you receive as a series of substantially equal periodic payments
               for the life (or life expectancy) of the Owner.

It is uncertain whether systematic withdrawals will qualify for this last
exception. If they did, 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 this
exception.

SPECIAL RULES IF YOU OWN MORE THAN ONE POLICY. In certain circumstances, you
must combine some or all of the Non-Qualified Policies you own in order to
determine the amount of an annuity payout, a surrender, or a withdrawal that you
must include in income. For example:

        o      If you purchase a Policy offered by this Prospectus and also
               purchase at approximately the same time an immediate annuity, the
               IRS may treat the two contracts as one contract.

                                       30
<PAGE>

        o      If you purchase two or more deferred annuity contracts from the
               same life insurance company (or its affiliates) during any
               calendar year, the Code treats all such contracts as one
               contract.

The effects of such aggregation are not clear. However, it could affect:

        o      the amount of a surrender, a withdrawal or an annuity payout that
               you must include in income, and

        o      the amount that might be subject to the penalty tax described
               above.

QUALIFIED RETIREMENT PLANS
We also designed the Policies for use in connection with certain types of
retirement plans that receive favorable treatment under the Code. Policies
issued to or in connection with a qualified retirement plan are called
"Qualified Policies." We do not currently offer all of the types of Qualified
Policies described, and may not offer them in the future. Prospective purchasers
should contact our Home Office to learn the availability of Qualified Policies
at any given time.

The Federal income tax rules applicable to qualified plans are complex and
varied. As a result, this Prospectus makes no attempt to provide more than
general information about use of the Policy with the various types of qualified
plans. Persons intending to use the Policy in connection with a qualified plan
should obtain advice from a competent advisor.

TYPES OF QUALIFIED POLICIES. Some of the different types of Qualified Policies
include:

        o      Individual Retirement Accounts and Annuities ("Traditional IRAs")

        o      Roth IRAs

        o      Simplified Employee Pensions ("SEP's")

        o      Savings Incentive Matched Plan for Employees ("SIMPLE plans")

        o      Public school system and tax-exempt organization annuity plans
               ("403(b) plans")

        o      Qualified corporate employee pension and profit-sharing plans
               ("401(a) plans") and qualified annuity plans ("403(a) plans")

        o      Self-employed individual plans ("H.R. 10 plans" or "Keogh Plans")

        o      Deferred compensation plans of state and local governments and
               tax-exempt organizations ("457 plans")

TERMS OF QUALIFIED PLANS AND QUALIFIED POLICIES. The terms of a qualified plan
may affect your rights under a Qualified Policy. When issued in connection with
a qualified plan, we will amend a Policy as generally necessary to conform to
the requirements of the type of plan. However, the rights of any person to any
benefits under qualified plans may be subject to the terms and conditions of the
plans themselves, regardless of the terms and conditions of the Policy. In
addition, we are not bound by the terms and conditions of qualified plans to the
extent such terms and conditions contradict the Policy, unless we consent.

THE DEATH BENEFIT AND QUALIFIED POLICIES. Pursuant to IRS regulations, IRAs may
not invest in life insurance contracts. We do not believe that these regulations
prohibit the Death Benefit from being provided under the Policies when we issue
the Policies as Traditional IRAs or Roth IRAs. However, the law is unclear and
it is possible that the presence of the Death Benefit under a Policy issued as a
Traditional or Roth IRA could result in increased taxes to the Owner.

It is also possible that the 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 qualified plans, such as in connection with a 403(b) plan. 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 in connection with such plan.

TREATMENT OF QUALIFIED POLICIES COMPARED WITH NON-QUALIFIED POLICIES. Although
some of the Federal income tax rules are the same for both Qualified and
Non-Qualified Policies, many of the rules are different. For example:

                                       31
<PAGE>

        o      The Code generally does not impose tax on the earnings under
               either Qualified or Non-Qualified Policies until received.

        o      The Code does not limit the amount of premium payments and the
               time at which premium payments can be made under Non-Qualified
               Policies. However, the Code does limit both the amount and
               frequency of premium payments made to Qualified Policies.

        o      The Code does not allow a deduction for premium payments made for
               Non-Qualified Policies, but sometimes allows a deduction or
               exclusion from income for premium payments made to a Qualified
               Policy.

The Federal income tax rules applicable to qualified plans and Qualified
Policies vary with the type of plan and Policy. For example:

        o      Federal tax rules limit the amount of premium payments that can
               be made, and the tax deduction or exclusion that may be allowed
               for the premium payments. These limits vary depending on the type
               of qualified plan and the circumstances of the plan participant,
               E.G., the participant's compensation.

        o      Under most qualified plans, E.G., 403(b) plans and Traditional
               IRAs, the Owner must begin receiving payments from the Policy in
               certain minimum amounts by a certain age, typically age 70 1/2.
               However, these "minimum distribution rules" do not apply to a
               Roth IRA.

        o      Loans are allowed in connection with certain types of qualified
               plans, but Federal income tax rules prohibit loans under other
               types of qualified plans. For example, Federal income tax rules
               permit loans under some section 403(b) plans, but prohibit loans
               under Traditional and Roth IRAs. If allowed, loans are subject to
               a variety of limitations, including restrictions as to the amount
               of the loan, the duration of the loan, and the manner in which
               the loan must be repaid.

AMOUNTS RECEIVED UNDER QUALIFIED POLICIES. AMOUNTS ARE GENERALLY SUBJECT TO
INCOME TAX: Federal income tax rules generally include distributions from a
Qualified Policy in your income as ordinary income. Premium payments that are
deductible or excludible from income do not create "investment in the contract."
Thus, under many Qualified Policies there will be no "investment in the
contract" and you include the total amount you receive in your income. There are
exceptions. For example, you do not include amounts received from a Roth IRA if
certain conditions are satisfied.

ADDITIONAL FEDERAL TAXES MAY BE PAYABLE IN CONNECTION WITH A QUALIFIED POLICY:
For example, failure to comply with the minimum distribution rules applicable to
certain qualified plans, such as Traditional IRAs, will result in the imposition
of an excise tax. This excise tax generally equals 50% of the amount by which a
minimum required distribution exceeds the actual distribution from the qualified
plan.

FEDERAL PENALTY TAXES PAYABLE ON DISTRIBUTIONS: The Code may impose a penalty
tax equal to 10% of the amount of any payment from your Qualified Policy that is
includible in your income. The Code does not impose the penalty tax if one of
several exceptions apply. The exceptions vary depending on the type of Qualified
Policy you purchase. For example, in the case of an IRA, exceptions provide that
the penalty tax does not apply to a withdrawal, surrender, or annuity payout:

        o      received on or after the Owner reaches age 59 1/2,

        o      received on or after the Owner's death or because of the Owner's
               disability (as defined in the tax law),

        o      received as a series of substantially equal periodic payments for
               the life (or life expectancy) of the Owner, or

        o      received as reimbursement for certain amounts paid for medical
               care.

These exceptions, as well as certain others not described here, generally apply
to taxable distributions from other qualified plans. However, the specific
requirements of the exception may vary.

MOVING MONEY FROM ONE QUALIFIED POLICY OR QUALIFIED PLAN TO ANOTHER. ROLLOVERS
AND TRANSFERS: In many circumstances you may move money between Qualified
Policies and qualified plans by means of a rollover or a transfer. Special rules
apply to such rollovers and transfers. If you do not follow the applicable
rules, you may suffer adverse

                                       32
<PAGE>

Federal income tax consequences, including paying taxes which you might not
otherwise have had to pay. You should always consult a qualified advisor before
you move or attempt to move funds between any Qualified Policy or plan and
another Qualified Policy or plan.

DIRECT ROLLOVERS: The direct rollover rules apply to certain payments (called
"eligible rollover distributions") from section 401(a) plans, section 403(a) or
(b) plans, HR 10 plans, and Policies used in connection with these types of
plans. (The direct rollover rules do not apply to distributions from IRAs or
section 457 plans). The direct rollover rules require Federal income tax equal
to 20% of the eligible rollover distribution to be withheld from the amount of
the distribution, unless the Owner elects to have the amount directly
transferred to certain Qualified Policies or plans.

Prior to receiving an eligible rollover distribution from the Company, we will
provide you with a notice explaining these requirements and how you can avoid
20% withholding by electing a direct rollover.

FEDERAL INCOME TAX WITHHOLDING
We will withhold and remit to the IRS a part of the taxable portion of each
distribution made under a Policy unless the distributee notifies us at or before
the time of the distribution that he or she elects not to have any amounts
withheld. In certain circumstances, Federal income tax rules may require us to
withhold tax. At the time you request a withdrawal, surrender, or annuity
payout, we will send you forms that explain the withholding requirements.

TAX STATUS OF THE COMPANY
Under existing Federal income tax laws, we do not pay tax on investment income
and realized capital gains of Account 4. We do not anticipate that we will incur
any Federal income tax liability on the income and gains earned by Account 4.
We, therefore, do not impose a charge for Federal income taxes. If Federal
income tax law changes and we must pay tax on some or all of the income and
gains earned by Account 4, we may impose a charge against Account 4 to pay the
taxes.

CHANGES IN THE LAW
This discussion is based on the Code, IRS regulations, and interpretations
existing on the date of this Prospectus. Congress, the IRS, and the courts may
modify these authorities, however, sometimes retroactively.

VOTING RIGHTS

As required by law, we will vote the portfolio shares held in Account 4 at
meetings of the shareholders of the Funds. The voting will be done according to
the instructions of Owners who have interests in any Investment Subdivisions
which invest in the portfolios of the Funds. If the 1940 Act or any regulation
under it should be amended, and if as a result we determine that we are
permitted to vote the portfolios' shares in our own right, we may elect to do
so.

We will determine the number of votes which you have the right to cast by
applying your percentage interest in an Investment Subdivision to the total
number of votes attributable to the Investment Subdivision. In determining the
number of votes, we will recognize fractional shares.

We will vote portfolio shares of a class held in an Investment Subdivision for
which we received no timely instructions in proportion to the voting
instructions which we received for all Policies participating in that Investment
Subdivision. We will apply voting instructions to abstain on any item to be
voted on a pro-rata basis to reduce the number of votes eligible to be cast.

Whenever a Fund calls a shareholders meeting, each person having a voting
interest in an Investment Subdivision will receive proxy voting material,
reports and other materials relating to the portfolio. Since each portfolio may
engage in shared funding, other persons or entities besides the Company may vote
portfolio shares. See Investments of Account 4.

REQUESTING PAYMENTS

To request a payment, you must provide us with notice in a form satisfactory to
us. We will ordinarily pay any Death Benefit, partial surrenders, or surrender
proceeds within seven days after receipt at our Home Office of all the
requirements for such a payment. We will determine the amount as of the date our
Home Office receives all such requirements.

We may delay making a payment, applying Account Value to a payment plan, or
processing a transfer request if: (1) the disposal or valuation of Account 4's
assets is not reasonably practicable because the New York Stock Exchange is
closed for other than a regular holiday or weekend, trading is restricted by the
SEC, or the SEC declares that an emergency exists; 

                                       33
<PAGE>

or (2) the SEC, by order, permits postponement of payment to protect our Owners.
We also may defer making payments attributable to a check that has not cleared
(which may take up to 15 days), and we may defer payment of proceeds from the
Guarantee Account for a withdrawal, surrender, or transfer request for up to six
months from the date we receive the request. The amount deferred will earn
interest at a rate and for a time period not less than the minimum required in
the jurisdiction in which we delivered the Policy.

DISTRIBUTION OF THE POLICIES

DISTRIBUTOR
Capital Brokerage Corporation (doing business in Indiana, Minnesota, New Mexico,
and Texas as GE Capital Brokerage Corporation) ("Capital Brokerage") is the
distributor and principal underwriter of the Policies. Capital Brokerage, a
Washington corporation and an affiliate of the Company, is located at 6630 W.
Broad St., Richmond, Virginia 23230.

Properly licensed registered representatives of independent broker-dealers will
sell the Policies. These broker-dealers have selling agreements with Capital
Brokerage and have been licensed by state insurance departments to represent us.
Properly licensed registered representatives of Capital Brokerage will also sell
the Policies. Capital Brokerage is registered with the SEC under the Securities
Exchange Act of 1934 as a broker-dealer and is a member of the National
Association of Securities Dealers, Inc. (NASD). We will offer the Policies in
all states where we are licensed to do business.

COMMISSIONS
Our writing agents will receive commissions based on a commission schedule and
rules. The agents will receive a maximum commission of .65% of the initial
premium payment and any additional premium payment.

Agents may also be eligible to receive certain bonuses and allowances, as well
as retirement plan credits, based on commissions earned. Our field management
receives compensation which we may base 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 our field management and writing
agents. We do not deduct these commissions from premium payments or Account
Value; we pay these commissions.

OWNER QUESTIONS

The obligations to Owners under the Policies are ours. Please direct your
questions and concerns to us at our Home Office.

RETURN PRIVILEGE

Within the free-look period after you receive the Policy, you may cancel it for
any reason by delivering or mailing it postage prepaid, to our Home Office,
Annuity New Business, 6610 W. Broad Street, Richmond, Virginia 23230. A Policy
canceled under this provision will be void. Unless state law requires that
premium payments be returned as the refund, the amount of the refund will equal
the Account Value. If state law requires that premium payments be returned, the
amount of the refund will equal the greater of (1) the Account Value, plus any
amount deducted from the premium payments prior to allocation to Account 4, and
(2) the premium payments made less any withdrawals you previously made. In
certain states, you may have more than 10 days to return the Policy for a
refund.

STATE REGULATION

As a life insurance company organized and operated under the laws of the
Commonwealth of Virginia, we are subject to provisions governing life insurers
and to regulation by the Virginia Commissioner of Insurance.

Our books and accounts are subject to review and examination by the State
Corporation Commission of the Commonwealth of Virginia at all times. That
Commission conducts a full examination of our operations at least every five
years.

RECORDS AND REPORTS

As presently required by the 1940 Act and applicable regulations, we are
responsible for maintaining all records and accounts relating to Account 4. At
least once each year, we will send you a report showing information about your
Policy for the period covered by the report. The report will show the Account
Value in each Investment Subdivision. The report

                                       34
<PAGE>

also will show premium payments and charges made during the statement period. We
also will send you an annual and a semi-annual report for each portfolio
underlying an Investment Subdivision to which you have allocated Account Value,
as required by the 1940 Act. In addition, when you make premium payments,
transfers, or partial surrenders, you will receive a written confirmation of
these transactions.

OTHER INFORMATION

We have filed a Registration Statement with the SEC, under the Securities Act of
1933 as amended, for the Policies being offered here. This Prospectus does not
contain all the information in the Registration Statement, its amendments and
exhibits. Please refer to the Registration Statement for further information
about Account 4, the Company, and the Policies offered. Statements in this
Prospectus about the content of Policies and other legal instruments are
summaries. For the complete text of those Policies and instruments, please refer
to those documents as filed with the SEC and available on the SEC's website at
http://www.sec.gov.

YEAR 2000 READINESS DISCLOSURE

Like all financial services providers, we utilize computer systems that may be
affected by Year 2000 date data processing issues and we also rely on service
providers, including banks, custodians, administrators, and investment managers
that also may be affected. We are engaged in a process to evaluate and develop
plans to have our computer systems and critical applications ready to process
Year 2000 date data. We also are confirming that our service providers are also
so engaged. The resources that are being devoted to this effort are substantial.
Further, we anticipate that we will spend approximately $2 million to $5 million
dollars on this conversion. Remedial actions include inventorying our computer
systems, applications and interfaces, assessing the impact of 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 or
existing software which are Year 2000 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 us and Account 4. However, as of
the date of this Prospectus, we do not anticipate that Owners will experience
negative effects on their investment, or on the services provided in connection
therewith, as a result of Year 2000 transition implementation. Our target dates
for completion of these activities depend upon the particular situation. Our
goal is to be substantially Year 2000 ready for critical applications on or
about mid-1999, but there can be no assurance that we will be successful, or
that interaction with other service providers will not impair our services at
that time.

If we are not successful in our Year 2000 transition, or implementation, or if
interaction with other service providers is impaired, it is possible that we
could encounter difficulty and/or delays in calculating unit values, redeeming
shares, delivering account statements and providing other information,
communication and servicing to our policyowners. In light of our current efforts
to address this issue, we do not consider the likelihood of such occurrences to
be very high.

LEGAL MATTERS

We, like other life insurance companies, are involved in lawsuits, including
class action lawsuits. In some class action and other lawsuits involving
insurance companies, substantial damages have been sought and/or material
settlement payments have been made. Although we cannot predict the outcome of
any litigation with certainty, we believe that at the present time there are no
pending or threatened lawsuits that are reasonably likely to have a material
adverse impact on us or Account 4.

CONDENSED FINANCIAL INFORMATION

Because the Investment Subdivisions which are available under the Policy did not
begin operation before the date of this Prospectus, we do not include financial
information for the Investment Subdivisions in this Prospectus or in the SAI.



                                       35
<PAGE>


                             STATEMENT OF ADDITIONAL INFORMATION

                                      TABLE OF CONTENTS



The Policies
   Transfer of Annuity Units
   Net Investment Factor

Termination of Participation Agreements

Calculation of Performance Data
   Money Market Investment Subdivisions
   Other Investment Subdivisions

Federal Tax Matters.
   Taxation of GE Life & Annuity
   IRS Required Distributions

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

Distribution of the Policies

Legal Developments Regarding Employment-Related Benefit Plans

Legal Matters

Experts

Financial Statements

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


To GE Life & Annuity
Annuity New Business
6610 W. Broad Street
Richmond, VA  23230


Please mail a copy of the Statement of Additional Information for Separate
Account 4, Policy Form P1151 1/99 to:


Name____________________________________________________________________________

Address_________________________________________________________________________
                                     Street
       _________________________________________________________________________

City
State_______________________________________________ Zip _______________________

Signature of Requestor__________________________________________________________
                                                                        Date


                                       36
<PAGE>


                                     PART B

                      GE LIFE AND ANNUITY ASSURANCE COMPANY
                               SEPARATE ACCOUNT 4

                       STATEMENT OF ADDITIONAL INFORMATION
                                     FOR THE
                FLEXIBLE PREMIUM VARIABLE DEFERRED ANNUITY POLICY
                                 FORM P1151 1/99

                                   OFFERED BY
                      GE LIFE AND ANNUITY ASSURANCE COMPANY
                         (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 GE Life and Annuity Assurance Company. You
may obtain a copy of the Prospectus dated _________ by calling (800) 352-9910,
or by writing to GE Life and Annuity Assurance Company, 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 PROSPECTUSES FOR THE POLICY AND THE FUNDS.

Dated ___________




                                       37
<PAGE>

STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS


                                                                     Page

The Policies
   Transfer of Annuity Units
   Net Investment Factor

Termination of Participation Agreements

Calculation of Performance Data
   Money Market Investment Subdivisions
   Other Investment Subdivisions

Federal Tax Matters
    Taxation of GE Life & Annuity
   IRS Required Distributions

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

Distribution of the Policies

Legal Developments Regarding Employment-Related Benefit Plans

Legal Matters

Experts

Financial Statements




                                       38
<PAGE>

THE POLICIES

TRANSFER OF ANNUITY UNITS
At your request, Annuity Units may be transferred once per calendar year from
the Investment Subdivisions in which they are currently held. However, where
permitted by state law, we reserve the right to refuse to execute any transfer
if any of the Investment Subdivisions that would be affected by the transfer are
unable to purchase or redeem shares of the mutual funds in which the Investment
Subdivisions invest. The number of Annuity Units to be transferred is (a) times
(b) divided by (c) where: (a) is the number of Annuity Units in the current
Investment Subdivision desired to be transferred; (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.

If the number of Annuity Units remaining in an Investment Subdivision after the
transfer is less than 1, we will transfer the amount remaining in addition to
the amount requested. We will not transfer into any Investment Subdivision
unless the number of Annuity Units of that Investment Subdivision after the
transfer is at least 1. The amount of the income payment as of the date of the
transfer will not be affected by the transfer (however, subsequent variable
income payments will reflect the investment experience of the selected
Investment Subdivisions).

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 we set aside during the Valuation Period 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 .004410% for each day in the Valuation Period.
  This corresponds to 1.35% and 0.25% per year of the net assets of that
  Investment Subdivision for mortality and expense risks, and for administrative
  expenses, respectively.

  The values 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.


TERMINATION OF PARTICIPATION AGREEMENTS

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

JANUS ASPEN SERIES. This agreement may be terminated by the parties on six
months' advance written notice.

  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 the
Company'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 the Company'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 the Company has suffered material adverse
changes in its business or financial condition or is the subject of material
adverse publicity, (7) at the option of the Company 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

                                       1
<PAGE>

Fund or its principal underwriter if the Company decides to make another mutual
fund available as a funding vehicle for its policies.

GE INVESTMENTS FUNDS, 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.

OPPENHEIMER VARIABLE ACCOUNT FUNDS. 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.

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.

SALOMON BROTHERS VARIABLE SERIES 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.

CALCULATION OF PERFORMANCE DATA

From time to time, we 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 payments and
are generally based on the rules of the state in which you reside.

"MONEY MARKET" INVESTMENT SUBDIVISIONS
From time to time, advertisements and sales literature may quote the yield 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 realized 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, administrative 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 effective yield of a "money market" Investment Subdivision determined on a
  compounded basis for the same seven-

                                       2
<PAGE>

  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 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.

As of the date of this SAI, the available Money Market Investment Subdivision
had not yet commenced operations. However, yields calculated for the underlying
GE Investments Money Market Fund as of December 31, 1997, less the mortality and
expense risk charge, the administrative expense charge, and the policy
maintenance charge (which, for these purposes, is assumed to be equivalent to
 .10% of Account Value) are as follows:

Current        3.73%
Effective      3.80%

PAST PERFORMANCE IS NOT A GUARANTEE OF FUTURE RESULTS.

Please note that the underlying Fund supplied information on which these yields
were calculated. While we have no reason to doubt the accuracy of the
information provided by the Fund, we have not independently verified this
information.

OTHER INVESTMENT SUBDIVISIONS
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 including 1 year, 3 year, 5 years and
10 years, or from inception if any of those periods are not available.

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.

For periods that begin before the Policy was available, performance data will be
based on the performance of the underlying portfolios, with the level of Account
4 and policy charges currently in effect. Average annual total return will be
calculated using Investment Subdivision unit values and deductions for the
policy maintenance charge as described below:

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

  2.  The policy maintenance charge is $25 per year, deducted at the beginning
      of each Policy Year after the first. 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.
      This charge will be waived if the Account Value is at least $25,000 at the
      time the charge is due.

                                       3
<PAGE>

  3. 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).

The available Investment Subdivisions have not yet commenced operations;
therefore, standard performance data for the available Investment Subdivisions
is not available at this time. However, non-standard adjusted historical
performance data (reflects all fees and charges) for the Funds underlying the
available Investment Subdivisions is as follows:
<TABLE>
<CAPTION>


                                                                                      From the
                                   For the      For the      For the      For the     Date of     Date of
                                   1-year       3-year       5year        10-year     Portfolio   Portfolio
                                   period       period       period       period      Inception   Inception
                                   ended        ended        ended        ended       to
                                   12/31/97     12/31/97     12/31/97     12/31/97    12/31/97

<S>                                <C>          <C>          <C>          <C>         <C>         <C>
Investment Subdivision
BALANCED
Janus Aspen Balanced Portfolio     20.03        18.92        N/A          N/A         14.31       09/13/93
VIP II Asset Manager Portfolio     18.61        15.39        11.03        N/A         10.82       09/06/89
Salomon Brothers Total Return      N/A          N/A          N/A          N/A         N/A         N/A
     Fund
GE Investments Total Return Fund   15.98        16.65        12.32        11.73       10.33       07/01/85
Oppenheimer Multiple Strategies    15.24        16.00        11.39        10.84       10.15       02/09/87
     Fund
AGGRESSIVE GROWTH
Janus Aspen Aggressive Growth      10.75        13.78        N/A          N/A         17.18       09/13/93
     Portfolio
Oppenheimer Aggressive Growth      9.78         19.12        13.96        14.25       13.35       08/15/86
     Fund
Alger American Small               9.50         16.74        10.74        N/A         17.21       09/21/88
Capitalization Portfolio
GROWTH
Janus Aspen Growth Portfolio       20.67        21.60        N/A          N/A         15.66       09/13/93
Janus Aspen Capital Appreciation   N/A          N/A          N/A          N/A         25.12       05/01/97
     Portfolio
Alger American Growth Portfolio    23.62        22.68        17.26        N/A         17.46       01/09/89
VIP II Contrafund Portfolio        22.04        N/A          N/A          N/A         26.34       01/03/95
VIP Growth Portfolio               21.39        22.12        16.00        15.20       13.46       10/09/86
Oppenheimer Growth Fund            24.54        27.22        16.60        14.69       13.47       04/03/85
VIP III Growth Opportunities       27.75        N/A          N/A          N/A         24.67       01/03/95
     Portfolio
Goldman Sachs Mid Cap Equity Fund  N/A          N/A          N/A          N/A         N/A         N/A
GE Investments Value Equity Fund   N/A          N/A          N/A          N/A         31.01       05/01/97
GROWTH & INCOME
Federated American Leaders Fund    30.09        26.90        N/A          N/A         19.48       02/10/94
     II
GE Investments U.S. Equity Fund    29.88        N/A          N/A          N/A         27.53       01/02/95
Goldman Sachs Growth & Income      N/A          N/A          N/A          N/A         N/A         N/A
     Fund
Salomon Brothers Investors Fund    N/A          N/A          N/A          N/A         N/A         N/A
VIP Equity-Income Portfolio        25.94        23.39        18.11        14.74       12.57       10/09/86
VIP III Growth & Income Portfolio  27.89        N/A          N/A          N/A         27.89       12/31/96
GE Investments S&P 500 Index Fund  28.09        28.02        18.37        15.76       13.97       04/14/85
INTERNATIONAL STOCK
Janus Aspen International Growth   16.50        23.15        N/A          N/A         17.27       05/02/94
     Portfolio
VIP Overseas Portfolio             9.66         9.58         12.16        7.76        6.39        01/28/87
GE Investments International       8.31         N/A          N/A          N/A         8.38        05/01/95
Equity Fund
CORPORATE BOND
Oppenheimer Bond Fund              7.40         8.36         6.39         7.64        8.01        04/03/85
Salomon Brothers Strategic Bond    N/A          N/A          N/A          N/A         N/A         N/A
     Fund
GE Investments Income Fund         7.20         N/A          N/A          N/A         7.60        01/02/95
HIGH YIELD BOND
Oppenheimer High Income Fund       10.31        13.93        11.82        12.37       11.41       04/30/86
Federated High Income Bond Fund    11.90        14.17        N/A          N/A         9.44        03/01/94
     II
</TABLE>

                                       4
<PAGE>
<TABLE>
<CAPTION>
<S>     <C>                        <C>          <C>          <C>          <C>         <C>         <C>
SPECIALTY
Federated Utility Fund II          24.49        18.56        N/A          N/A         12.60       02/10/94
GE Investments Real Estate         17.49        N/A          N/A          N/A         25.10       05/01/95
     Securities Fund
DIVERSIFIED BOND
Janus Aspen Flexible Income        9.87         12.82        N/A          N/A         8.15        09/13/93
     Portfolio
GLOBAL STOCK
Janus Aspen Worldwide Growth       20.08        24.01        N/A          N/A         20.81       09/13/93
     Portfolio
MONEY MARKET
GE Investments Money Market Fund   3.60         3.76         2.79         3.58        3.64        06/30/85
</TABLE>


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

PAST PERFORMANCE IS NOT A GUARANTEE OF FUTURE RESULTS.

The Funds have provided the price information used to calculate the adjusted
historical performance of the Investment Subdivisions. While we have no reason
to doubt the accuracy of the figures provided by the Funds, we have not
independently verified such information.

OTHER PERFORMANCE DATA

We 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.


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

FEDERAL TAX MATTERS

TAXATION OF GE LIFE & ANNUITY
We do 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. We 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 we believe that we may
incur federal income taxes. This might become necessary if the tax treatment of
the Company is ultimately determined to be other than what we currently believe
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 the Company's tax
status. In the event that we 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.

We 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 we
currently impose a charge), charges for such taxes attributable to Account 4 may
be made.

                                       5
<PAGE>

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 Owner 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 Owner's death; and (b) if any
Owner dies prior to the Maturity Date, the entire interest in the Policy will be
distributed (1) within five years after the date of that Owner's death, or (2)
as income payments which will begin within one year of that Owner's death and
which will be made over the life of the Owner's "designated beneficiary" or over
a period not extending beyond the life expectancy of that beneficiary. The
"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 "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 Owner is not an individual, the death of the Annuitant will
be treated as the death of an Owner 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. We intend 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. We must be
notified in writing if a Policy is assigned. Any payment made before the
assignment is recorded at our Home Office will not be affected. We are not
responsible for the validity of an assignment. Your rights and the rights of a
Beneficiary may be affected by an assignment.

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.

The basic benefits of the Policy are assignable. Additional benefits added by
rider may or may not be available/eligible for assignments.

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

MISSTATEMENT OF AGE OR SEX
If an Annuitant's age or sex was misstated on the Policy data page, any Policy
benefits or proceeds, or availability thereof, will be determined using the
correct age and sex.

INCONTESTABILITY 
We will not contest the Policy.

STATEMENT OF VALUES
At least once each year, we will send you 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 us at our Home Office at 6610 West Broad
Street, Richmond, Virginia 23230. The Policy number and the Annuitant's full
name must be included.

We will send all notices to the Owner at the last known address on file with the
company.

DISTRIBUTION OF THE POLICIES

                                       6
<PAGE>

The offering is continuous and Capital Brokerage Corporation does not anticipate
discontinuing the offering of the Policies. However, the Company 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.

In addition, the Company 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, the Company 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. Patricia L. Dysart,
Assistant Vice President and Associate General Counsel of the Company, has
provided advice on certain legal matters pertaining to the Policy, including the
validity of the Policy and the Company's right to issue the Policies under
Virginia insurance law.

EXPERTS

The consolidated balance sheets of The Life Insurance Company of Virginia, now
known as GE Life and Annuity Assurance Company and subsidiary as of December
31, 1998 and 1997, and the related consolidated statements of income and
comprehensive income, shareholders' interest and cash flows for the years then
ended, the nine month period ended December 31, 1996 and the preacquisition
three month period ended March 31, 1996, and the statements of assets and
liabilities of Life of Virginia Separate Account 4, now known as GE Life &
Annuity Separate Account 4, as of December 31, 1998 and the related statements
of operations and changes in net assets for each of the years or lesser periods
in the three year period then ended have been included herein and in the
registration statement in reliance upon the reports of KPMG 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 LLP dated January 22, 1999 with respect to the consolidated
financial statements of The Life Insurance Company of Virginia, now known as GE
Life and Annuity Assurance Company and subsidiary contains an explanatory
paragraph that states that 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.

FINANCIAL STATEMENTS

This Statement of Additional Information contains financial statements for the
Company (now known as GE Life and Anniuty Assurance Company) as of December 31,
1998 and 1997 and for each of the years in the three-year period ended December
31, 1998, as well as, financial statements for Life of Virginia Separate Account
4 (now known as GE Life & Annuity Separate Account 4) as of December 31, 1998 
and for each of the years or lesser periods in the three year period then ended.

The consolidated financial statements of The Life Insurance Company of Virginia,
now known as GE Life and Annuity Assurance Company, 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 the Company to meet its
obligations under the Policy.

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

                                       7
<PAGE>



                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4


                             FINANCIAL STATEMENTS


                         YEAR ENDED DECEMBER 31, 1998
                  (WITH INDEPENDENT AUDITORS' REPORT THEREON)
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4


                               TABLE OF CONTENTS


                         YEAR ENDED DECEMBER 31, 1998



<TABLE>
<CAPTION>
                                                    PAGE
                                                   -----
<S>                                                <C>
Independent Auditors' Report ...................   A-3
Financial Statements:
 Statements of Assets and Liabilities ..........   A-4
 Statements of Operations ......................   A-11
 Statements of Changes in Net Assets ...........   A-22
Notes to Financial Statements ..................   A-43
</TABLE>



                                      A-2
<PAGE>

                         INDEPENDENT AUDITORS' REPORT

Contractholders
Life of Virginia Separate Account 4
and
The 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,
Income and U.S. Equity 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 Fund III -- Growth &
Income and Growth Opportunities Portfolios; the Federated Investors Insurance
Series -- American Leaders, High Income Bond and Utility Funds II; the Alger
American Fund -- Small Cap and Growth Portfolios; the PBHG Insurance Series
Fund -- PBHG Large Cap Growth and PBHG Growth II Portfolios; the Janus Aspen
Series -- Aggressive Growth, Growth, Worldwide Growth, Balanced, Flexible
Income, International Growth and Capital Appreciation Portfolios; the Goldman
Sachs Variable Insurance Trust Fund -- Growth and Income and Mid Cap Equity
Funds; and the Salomon Brothers Variable Series Fund -- Strategic Bond,
Investors, and Total Return Funds) as of December 31, 1998 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 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 years or lesser periods in the three year period 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.

     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, 1998,
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.

     In our opinion, the 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,
1998 and the results of their operations and changes in their net assets for
each of the years or lesser periods in the three year period then ended in
conformity with generally accepted accounting principles.

                                                                        KPMG LLP




Richmond, Virginia
February 12, 1999

                                      A-3
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4


                     STATEMENTS OF ASSETS AND LIABILITIES
                               DECEMBER 31, 1998



<TABLE>
<CAPTION>
                                                             GE INVESTMENTS FUNDS, INC.
                                                         ----------------------------------
                                                              S&P 500            MONEY
                                                               INDEX            MARKET
                                                                FUND             FUND
ASSETS                                                   ----------------- ----------------
<S>                                                      <C>               <C>
Investment in GE Investments Funds, Inc.,
 at fair value (note 2):
 S&P 500 Index Fund (12,978,221 shares;
   cost -- $264,318,648)................................ $307,713,611                  --
 Money Market Fund (206,691,464 shares;
   cost -- $206,691,474)................................          --          206,691,464
 Total Return Fund (4,513,480 shares;
   cost -- $64,971,588).................................          --                   --
 International Equity Fund (2,342,088; shares;
   cost -- $27,101,105).................................          --                   --
 Real Estate Securities Fund (4,024,961
   shares; cost -- $55,753,342).........................          --                   --
 Global Income Fund (942,716 shares;
   cost -- $9,713,591)..................................          --                   --
 Value Equity Fund (2,887,264 shares;
   cost -- $38,586,474).................................          --                   --
 Income Fund (2,792,519 shares;
   cost -- $34,717,370).................................          --                   --
 U.S. Equity Fund (63,724 shares;
   cost -- $1,980,988)..................................          --                   --
Receivable from affiliate ..............................          --               20,944
Receivable for units sold ..............................   1,603,821           12,193,795
                                                         ------------         -----------
   TOTAL ASSETS ........................................ 309,317,432          218,906,203
                                                         ------------         -----------
LIABILITIES
Accrued expenses payable to affiliate (note 3) .........     490,032              369,262
Payable for units withdrawn: ...........................          --                   --
                                                         ------------         -----------
   TOTAL LIABILITIES ...................................     490,032              369,262
                                                         ------------         -----------
Net assets ............................................. $308,827,400         218,536,941
                                                         ============         ===========
Analysis of net assets:
 Attributable to:
   Variable deferred annuity contractholders ........... $308,827,400         218,536,941
   The Life Insurance Company of Virginia ..............          --                   --
                                                         ------------         -----------
Net assets ............................................. $308,827,400         218,536,941
                                                         ============         ===========
Outstanding units attributable to
 contractholders: Type I (note 2) ......................   1,096,813            5,222,349
                                                         ============         ===========
Net asset value per unit: Type I ....................... $     50.24                 15.38
                                                         ============         ============
Outstanding units attributable to
 contractholders: Type II (note 2) .....................   5,187,559            9,232,947
                                                         ============         ============
Net asset value per unit: Type II ...................... $     48.91                 14.97
                                                         ============         ============



<CAPTION>
                                                                   GE INVESTMENTS FUNDS, INC.
                                                         -----------------------------------------------
                                                              TOTAL       INTERNATIONAL    REAL ESTATE
                                                              RETURN          EQUITY        SECURITIES
                                                               FUND            FUND            FUND
ASSETS                                                   --------------- --------------- ---------------
<S>                                                      <C>             <C>             <C>
Investment in GE Investments Funds, Inc.,
 at fair value (note 2):
 S&P 500 Index Fund (12,978,221 shares;
   cost -- $264,318,648)................................            --              --              --
 Money Market Fund (206,691,464 shares;
   cost -- $206,691,474)................................            --              --              --
 Total Return Fund (4,513,480 shares;
   cost -- $64,971,588).................................   $66,167,622              --              --
 International Equity Fund (2,342,088; shares;
   cost -- $27,101,105).................................            --      27,847,422              --
 Real Estate Securities Fund (4,024,961
   shares; cost -- $55,753,342).........................            --              --      46,649,298
 Global Income Fund (942,716 shares;
   cost -- $9,713,591)..................................            --              --              --
 Value Equity Fund (2,887,264 shares;
   cost -- $38,586,474).................................            --              --              --
 Income Fund (2,792,519 shares;
   cost -- $34,717,370).................................            --              --              --
 U.S. Equity Fund (63,724 shares;
   cost -- $1,980,988)..................................            --              --              --
Receivable from affiliate ..............................            --              --              --
Receivable for units sold ..............................        34,871              --              --
                                                            ----------      ----------      ----------
   TOTAL ASSETS ........................................    66,202,493      27,847,422      46,649,298
                                                            ----------      ----------      ----------
LIABILITIES
Accrued expenses payable to affiliate (note 3) .........        91,900          23,042          46,746
Payable for units withdrawn: ...........................         2,249       1,004,629          57,007
                                                            ----------      ----------      ----------
   TOTAL LIABILITIES ...................................        94,149       1,027,671         103,753
                                                            ----------      ----------      ----------
Net assets .............................................   $66,108,344      26,819,751      46,545,545
                                                            ==========      ==========      ==========
Analysis of net assets:
 Attributable to:
   Variable deferred annuity contractholders ...........   $66,108,344      11,643,666      30,866,087
   The Life Insurance Company of Virginia ..............            --      15,176,085      15,679,458
                                                            ----------      ----------      ----------
Net assets .............................................   $66,108,344      26,819,751      46,545,545
                                                            ==========      ==========      ==========
Outstanding units attributable to
 contractholders: Type I (note 2) ......................       584,911         161,533         316,692
                                                            ==========      ==========      ==========
Net asset value per unit: Type I .......................   $      33.52           14.54           15.02
                                                            ===========     ===========     ===========
Outstanding units attributable to
 contractholders: Type II (note 2) .....................     1,425,134         641,918       1,753,483
                                                            ===========     ===========     ===========
Net asset value per unit: Type II ......................   $      32.63           14.48           14.89
                                                            ===========     ===========     ===========
</TABLE>



                                      A-4
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4


                STATEMENTS OF ASSETS AND LIABILITIES, CONTINUED
                               DECEMBER 31, 1998



<TABLE>
<CAPTION>
                                                                           GE INVESTMENTS FUNDS, INC. (CONTINUED)
                                                               --------------------------------------------------------------
                                                                    GLOBAL          VALUE                           U.S.
                                                                    INCOME          EQUITY          INCOME         EQUITY
                                                                     FUND            FUND            FUND           FUND
ASSETS                                                         --------------- --------------- --------------- --------------
<S>                                                            <C>             <C>             <C>             <C>
Investment in GE Investments Funds, Inc., at fair value
 (note 2):
 S&P 500 Index Fund (12,978,221 shares;
   cost -- $264,318,648)......................................            --              --              --             --
 Money Market Fund (206,691,464 shares;
   cost -- $206,691,474)......................................            --              --              --             --
 Total Return Fund (4,513,480 shares;
   cost -- $64,971,588).......................................            --              --              --             --
 International Equity Fund (2,342,088; shares;
   cost -- $27,101,105).......................................            --              --              --             --
 Real Estate Securities Fund (4,024,961 shares;
   cost-- $55,753,342)........................................            --              --              --             --
 Global Income Fund (942,716 shares;
   cost -- $9,713,591)........................................   $ 9,926,798              --              --             --
 Value Equity Fund (2,887,264 shares;
   cost -- $38,586,474).......................................            --      39,180,175              --             --
 Income Fund (2,792,519 shares; cost -- $34,717,370)..........            --              --      34,459,679             --
 U.S. Equity Fund (63,724 shares; cost -- $1,980,988).........            --              --              --      2,134,742
Receivable from affiliate ....................................            --              --              --             --
Receivable for units sold ....................................            --          23,889           1,316         74,672
                                                                 -----------      ----------      ----------      ---------
   TOTAL ASSETS ..............................................     9,926,798      39,204,064      34,460,995      2,209,414
                                                                 -----------      ----------      ----------      ---------
LIABILITIES
Accrued expenses payable to affiliate (note 3) ...............         6,646          62,695         129,260          8,434
Payable for units withdrawn: .................................       249,428             230           7,758             --
                                                                 -----------      ----------      ----------      ---------
   TOTAL LIABILITIES .........................................       256,074          62,925         137,018          8,434
                                                                 -----------      ----------      ----------      ---------
Net assets ...................................................   $ 9,670,724      39,141,139      34,323,977      2,200,980
                                                                 ===========      ==========      ==========      =========
Analysis of net assets:
 Attributable to:
   Variable deferred annuity contractholders .................   $ 3,810,911      34,898,557      34,323,977      2,200,980
   The Life Insurance Company of Virginia ....................     5,859,813       4,242,582              --             --
                                                                 -----------      ----------      ----------      ---------
Net assets ...................................................   $ 9,670,724      39,141,139      34,323,977      2,200,980
                                                                 ===========      ==========      ==========      =========
Outstanding units attributable to contractholders:
 Type I (note 2) .............................................        46,632         385,376       1,332,645         26,127
                                                                 ===========      ==========      ==========      =========
Net asset value per unit: Type I .............................   $     11.50            13.87           10.68          10.68
                                                                 ===========      ===========     ===========     ==========
Outstanding units attributable to contractholders:
 Type II (note 2) ............................................       285,995       2,140,000       1,884,740        180,295
                                                                 ===========      ===========     ===========     ==========
Net asset value per unit: Type II ............................   $     11.45            13.81           10.66          10.66
                                                                 ===========      ===========     ===========     ==========
</TABLE>



                                      A-5
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4


                STATEMENTS OF ASSETS AND LIABILITIES, CONTINUED
                               DECEMBER 31, 1998



<TABLE>
<CAPTION>
                                                   OPPENHEIMER VARIABLE ACCOUNT FUNDS
                                                   ----------------------------------
                                                                         CAPITAL
                                                         BOND         APPRECIATION
                                                         FUND             FUND
ASSETS                                             ---------------- ----------------
<S>                                                <C>              <C>
Investment in Oppenheimer Variable
 Account Funds, at fair value (note 2):
 Bond Fund (5,079,562 shares;
   cost -- $60,266,701)                              $ 62,580,210               --
 Capital Appreciation Fund (4,869,166 shares;
   cost -- $187,683,640)..........................             --      218,284,700
 Growth Fund (5,178,151 shares;
   cost -- $165,665,597)..........................             --               --
 High Income Fund (14,906,183 shares;
   cost -- $166,811,528)..........................             --               --
 Multiple Strategies Fund (4,689,609 shares;
   cost -- $71,277,962)...........................             --               --
 Receivable for units sold .......................        276,761          407,058
                                                     ------------      -----------
   TOTAL ASSETS ..................................     62,856,971      218,691,758
                                                     ------------      -----------
LIABILITIES
Increase (decrease) in net assets from capital
 transactions ....................................        110,911          425,350
Payable for units withdrawn ......................             --          239,701
                                                     ------------      -----------
   TOTAL LIABILITIES .............................        110,911          665,051
                                                     ------------      -----------
Net assets attributable to variable deferred
 annuity contractholders .........................   $ 62,746,060      218,026,707
                                                     ============      ===========
Outstanding units: Type I (note 2) ...............        915,859        2,344,528
                                                     ============      ===========
Net asset value per unit: Type I .................   $      22.09             40.56
                                                     ============      ============
Outstanding units: Type II (note 2) ..............      1,976,510        3,113,007
                                                     ============      ============
Net asset value per unit: Type II ................   $      21.51             39.49
                                                     ============      ============



<CAPTION>
                                                          OPPENHEIMER VARIABLE ACCOUNT FUNDS
                                                   -------------------------------------------------
                                                                          HIGH           MULTIPLE
                                                        GROWTH           INCOME         STRATEGIES
                                                         FUND             FUND             FUND
ASSETS                                             ---------------- ---------------- ---------------
<S>                                                <C>              <C>              <C>
Investment in Oppenheimer Variable
 Account Funds, at fair value (note 2):
 Bond Fund (5,079,562 shares;
   cost -- $60,266,701)                                        --               --              --
 Capital Appreciation Fund (4,869,166 shares;
   cost -- $187,683,640)..........................             --               --              --
 Growth Fund (5,178,151 shares;
   cost -- $165,665,597)..........................   $189,882,808               --              --
 High Income Fund (14,906,183 shares;
   cost -- $166,811,528)..........................             --      164,266,132              --
 Multiple Strategies Fund (4,689,609 shares;
   cost -- $71,277,962)...........................             --               --      79,957,841
 Receivable for units sold .......................             --           55,163              --
                                                      -----------      -----------      ----------
   TOTAL ASSETS ..................................    189,882,808      164,321,295      79,957,841
                                                      -----------      -----------      ----------
LIABILITIES
Increase (decrease) in net assets from capital
 transactions ....................................        310,016          235,959         194,658
Payable for units withdrawn ......................        206,098           80,754           8,622
                                                      -----------      -----------      ----------
   TOTAL LIABILITIES .............................        516,114          316,713         203,280
                                                      -----------      -----------      ----------
Net assets attributable to variable deferred
 annuity contractholders .........................   $189,366,694      164,004,582      79,754,561
                                                      ===========      ===========      ==========
Outstanding units: Type I (note 2) ...............      1,173,060        1,658,434       1,344,466
                                                      ===========      ===========      ==========
Net asset value per unit: Type I .................   $      46.11            31.06           27.87
                                                      ============     ============     ===========
Outstanding units: Type II (note 2) ..............      3,012,849        3,720,027       1,558,580
                                                      ============     ============     ===========
Net asset value per unit: Type II ................   $      44.90            30.24           27.13
                                                      ============     ============     ===========
</TABLE>



                                      A-6
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4


                STATEMENTS OF ASSETS AND LIABILITIES, CONTINUED
                               DECEMBER 31, 1998



<TABLE>
<CAPTION>
                                                             VARIABLE INSURANCE
                                                               PRODUCTS FUNDS
                                             ---------------------------------------------------
                                                  EQUITY-
                                                   INCOME           GROWTH          OVERSEAS
                                                 PORTFOLIO         PORTFOLIO        PORTFOLIO
ASSETS                                       ----------------- ---------------- ----------------
<S>                                          <C>               <C>              <C>
Investment in Variable Insurance
 Products Fund, at fair value
 (note 2):
 Equity -- Income Portfolio
  (27,318,250 shares;
  cost -- $571,169,732).....................   $ 694,429,927               --               --
 Growth Portfolio (9,326,267 shares;
  cost -- $283,201,407).....................              --      418,469,590               --
 Overseas Portfolio (5,683,460
  shares; cost -- $108,549,287).............              --               --      113,953,371
Investment in Variable Insurance
 Products Fund II, at fair value
 (note 2):
 Asset Manager Portfolio
  (27,620,799 shares;
  cost -- $415,474,554).....................              --               --               --
 Contrafund Portfolio (14,085,035
  shares; cost -- $248,124,557).............              --               --               --
Investment in Variable Insurance
 Products Fund III, at fair value
 (note 2):
 Growth & Income Portfolio
  (3,513,229 shares;
  cost -- $48,367,818)......................              --               --               --
 Growth Opportunities Portfolio
  (2,333,781 shares; cost --
  $45,525,614)..............................              --               --               --
Receivable for units sold ..................              --            3,264          107,222
                                               -------------      -----------      -----------
  TOTAL ASSETS .............................     694,429,927      418,472,854      114,060,593
                                               -------------      -----------      -----------
LIABILITIES
Accrued expenses payable to affiliate
 (note 3) ..................................         971,345          674,619          336,549
Payable for units withdrawn ................       1,226,255          231,503       10,260,769
                                               -------------      -----------      -----------
  TOTAL LIABILITIES ........................       2,197,600          906,122       10,597,318
                                               -------------      -----------      -----------
Net assets attributable to variable
 deferred annuity contractholders ..........   $ 692,232,327      417,566,732      103,463,275
                                               =============      ===========      ===========
Outstanding units: Type I (note 2) .........       5,753,760        3,969,421        2,813,314
                                               =============      ===========      ===========
Net asset value per unit: Type I ...........   $       41.23             54.32            23.58
                                               =============      ============     ============
Outstanding units: Type II (note 2) ........      11,335,446        3,818,261        1,616,956
                                               =============      ============     ============
Net asset value per unit: Type II ..........   $       40.14             52.89            22.96
                                               =============      ============     ============



<CAPTION>
                                                    VARIABLE INSURANCE               VARIABLE INSURANCE
                                                     PRODUCTS FUND II                PRODUCTS FUND III
                                             --------------------------------- ------------------------------
                                                   ASSET                           GROWTH &        GROWTH
                                                  MANAGER        CONTRAFUND         INCOME      OPPORTUNITIES
                                                 PORTFOLIO        PORTFOLIO       PORTFOLIO       PORTFOLIO
ASSETS                                       ---------------- ---------------- --------------- --------------
<S>                                          <C>              <C>              <C>             <C>
Investment in Variable Insurance
 Products Fund, at fair value
 (note 2):
 Equity -- Income Portfolio
  (27,318,250 shares;
  cost -- $571,169,732).....................             --               --              --             --
 Growth Portfolio (9,326,267 shares;
  cost -- $283,201,407).....................             --               --              --             --
 Overseas Portfolio (5,683,460
  shares; cost -- $108,549,287).............             --               --              --             --
Investment in Variable Insurance
 Products Fund II, at fair value
 (note 2):
 Asset Manager Portfolio
  (27,620,799 shares;
  cost -- $415,474,554).....................   $501,593,704               --              --             --
 Contrafund Portfolio (14,085,035
  shares; cost -- $248,124,557).............             --      344,238,254              --             --
Investment in Variable Insurance
 Products Fund III, at fair value
 (note 2):
 Growth & Income Portfolio
  (3,513,229 shares;
  cost -- $48,367,818)......................             --               --      56,738,647             --
 Growth Opportunities Portfolio
  (2,333,781 shares; cost --
  $45,525,614)..............................             --               --              --     53,396,906
Receivable for units sold ..................             --           20,128         207,349        320,250
                                                -----------      -----------      ----------     ----------
  TOTAL ASSETS .............................    501,593,704      344,258,382      56,945,996     53,717,156
                                                -----------      -----------      ----------     ----------
LIABILITIES
Accrued expenses payable to affiliate
 (note 3) ..................................        758,448          481,460          98,413         73,997
Payable for units withdrawn ................        348,104           52,956              --          7,101
                                                -----------      -----------      ----------     ----------
  TOTAL LIABILITIES ........................      1,106,552          534,416          98,413         81,098
                                                -----------      -----------      ----------     ----------
Net assets attributable to variable
 deferred annuity contractholders ..........   $500,487,152      343,723,966      56,847,583     53,636,058
                                                ===========      ===========      ==========     ==========
Outstanding units: Type I (note 2) .........     14,835,158        3,082,088         751,280        595,214
                                                ===========      ===========      ==========     ==========
Net asset value per unit: Type I ...........   $      27.90            26.31           15.86          15.15
                                                ============     ============     ===========    ===========
Outstanding units: Type II (note 2) ........      3,176,311       10,085,800       2,843,815      2,958,791
                                                ============     ============     ===========    ===========
Net asset value per unit: Type II ..........   $      27.26            26.04           15.80          15.08
                                                ============     ============     ===========    ===========
</TABLE>



                                      A-7
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4


                STATEMENTS OF ASSETS AND LIABILITIES, CONTINUED
                               DECEMBER 31, 1998



<TABLE>
<CAPTION>
                                                               FEDERATED INVESTORS
                                                                 INSURANCE SERIES
                                                 ------------------------------------------------
                                                     AMERICAN           HIGH
                                                      LEADERS       INCOME BOND       UTILITY
                                                      FUND II         FUND II         FUND II
                                                 ---------------- --------------- ---------------
<S>                                              <C>              <C>             <C>
ASSETS
Investments in Federated Investors
 Insurance Series, at fair value (note 2):
 American Leaders Fund II (3,423,504
  shares; cost -- $66,654,672)..................   $ 74,221,563              --              --
 High Income Bond Fund II (4,748,355
  shares; cost -- $50,760,691)..................             --      51,852,041              --
 Utility Fund II (3,001,202 shares;
  cost -- $38,293,472)..........................             --              --      45,828,348
Investment in Alger American Fund, at
 fair value (note 2):
 Small Cap Portfolio (2,156,235 shares;
  cost -- $88,492,185)..........................             --              --              --
 Growth Portfolio (2,467,326 shares;
  cost -- $100,555,548).........................             --              --              --
PBHG Insurance Series Fund, at fair
 value (note 2):
 PBHG Large Cap Growth Portfolio
  (778,422 shares; cost -- $9,843,865)..........             --              --              --
 PBHG Growth II Portfolio (942,049
  shares; cost -- $10,016,297)..................             --              --              --
Receivable for units sold ......................        105,458         691,832          50,673
                                                   ------------      ----------      ----------
  TOTAL ASSETS .................................     74,327,021      52,543,873      45,879,021
                                                   ------------      ----------      ----------
LIABILITIES
Accrued expenses payable to affiliate
 (note 3) ......................................        111,393          77,244          65,560
Payable for units withdrawn ....................            403              --           1,616
                                                   ------------      ----------      ----------
  TOTAL LIABILITIES ............................        111,796          77,244          67,176
                                                   ------------      ----------      ----------
Net assets attributable to variable deferred
 annuity contractholders .......................   $ 74,215,225      52,466,629      45,811,845
                                                   ============      ==========      ==========
Outstanding units: Type I (note 2) .............        480,466         471,675         478,465
                                                   ============      ==========      ==========
Net asset value per unit: Type I ...............   $      16.83            15.34           19.01
                                                   ============      ===========     ===========
Outstanding units: Type II (note 2) ............      3,955,083       2,977,691       1,950,915
                                                   ============      ===========     ===========
Net asset value per unit: Type II ..............   $      16.72            15.19           18.82
                                                   ============      ===========     ===========



<CAPTION>
                                                          ALGER AMERICAN                  PBHG INSURANCE
                                                               FUND                         SERIES FUND
                                                 -------------------------------- -------------------------------
                                                      SMALL                          PBHG LARGE         PBHG
                                                       CAP            GROWTH         CAP GROWTH      GROWTH II
                                                    PORTFOLIO        PORTFOLIO       PORTFOLIO       PORTFOLIO
                                                 --------------- ---------------- --------------- ---------------
<S>                                              <C>             <C>              <C>             <C>
ASSETS
Investments in Federated Investors
 Insurance Series, at fair value (note 2):
 American Leaders Fund II (3,423,504
  shares; cost -- $66,654,672)..................            --               --              --              --
 High Income Bond Fund II (4,748,355
  shares; cost -- $50,760,691)..................            --               --              --              --
 Utility Fund II (3,001,202 shares;
  cost -- $38,293,472)..........................            --               --              --              --
Investment in Alger American Fund, at
 fair value (note 2):
 Small Cap Portfolio (2,156,235 shares;
  cost -- $88,492,185)..........................  $94,809,637               --              --              --
 Growth Portfolio (2,467,326 shares;
  cost -- $100,555,548).........................            --      131,311,079              --              --
PBHG Insurance Series Fund, at fair
 value (note 2):
 PBHG Large Cap Growth Portfolio
  (778,422 shares; cost -- $9,843,865)..........            --               --      12,018,842              --
 PBHG Growth II Portfolio (942,049
  shares; cost -- $10,016,297)..................            --               --              --      10,956,027
Receivable for units sold ......................            --          951,516          25,926              --
                                                    ----------      -----------      ----------      ----------
  TOTAL ASSETS .................................    94,809,637      132,262,595      12,044,768      10,956,027
                                                    ----------      -----------      ----------      ----------
LIABILITIES
Accrued expenses payable to affiliate
 (note 3) ......................................       130,000          261,324          42,299          16,704
Payable for units withdrawn ....................       325,378               --          20,883           4,556
                                                    ----------      -----------      ----------      ----------
  TOTAL LIABILITIES ............................       455,378          261,324          63,182          21,260
                                                    ----------      -----------      ----------      ----------
Net assets attributable to variable deferred
 annuity contractholders .......................   $94,354,259      132,001,271      11,981,586      10,934,767
                                                    ==========      ===========      ==========      ==========
Outstanding units: Type I (note 2) .............     1,733,429        1,161,424          98,043         122,432
                                                    ==========      ===========      ==========      ==========
Net asset value per unit: Type I ...............   $     12.15            19.64           15.15           11.41
                                                    ===========     ============     ===========     ===========
Outstanding units: Type II (note 2) ............     6,082,414        5,605,283         696,037         839,596
                                                    ===========     ============     ===========     ===========
Net asset value per unit: Type II ..............   $     12.05            19.48           15.08           11.36
                                                    ===========     ============     ===========     ===========
</TABLE>



                                      A-8
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4


                STATEMENTS OF ASSETS AND LIABILITIES, CONTINUED
                               DECEMBER 31, 1998



<TABLE>
<CAPTION>
                                                        JANUS ASPEN SERIES
                                        ---------------------------------------------------
                                            AGGRESSIVE                         WORLDWIDE
                                              GROWTH           GROWTH           GROWTH
                                            PORTFOLIO         PORTFOLIO        PORTFOLIO
ASSETS                                  ----------------- ---------------- ----------------
<S>                                     <C>               <C>              <C>
Investment in Janus Aspen Series,
 at fair value (note 2):
 Aggressive Growth Portfolio
  (4,879,822 shares;
  cost -- $94,938,397).................   $ 134,634,295               --               --
 Growth Portfolio
  (14,233,651 shares;
  cost -- $231,936,881)................              --      335,060,133               --
 Worldwide Growth Portfolio
  (17,569,116 shares;
  cost -- $409,584,897)................              --               --      511,085,584
 Balanced Portfolio
  (7,729,369 shares;
  cost -- $140,195,868)................              --               --               --
 Flexible Income Portfolio
  (2,729,903 shares;
  cost -- $32,556,570).................              --               --               --
 International Growth Portfolio
  (3,639,052 shares;
  cost -- $74,093,952).................              --               --               --
 Capital Appreciation Portfolio
  (1,912,067 shares;
  cost -- $30,581,552).................              --               --               --
Receivable for units sold .............              --               --               --
                                          -------------      -----------      -----------
  TOTAL ASSETS ........................     134,634,295      335,060,133      511,085,584
                                          -------------      -----------      -----------
LIABILITIES
Accrued expenses payable to
 affiliate (note 3) ...................         211,955          647,926          762,785
Payable for units withdrawn ...........         142,845           27,385        1,506,463
                                          -------------      -----------      -----------
                                                354,800          675,311        2,269,248
                                          -------------      -----------      -----------
Net assets attributable to variable
 deferred annuity contractholders......   $ 134,279,495      334,384,822      508,816,336
                                          =============      ===========      ===========
Outstanding units: Type I
 (note 2) .............................       1,551,670        4,307,429        4,894,747
                                          =============      ===========      ===========
Net asset value per unit:
 Type I ...............................   $       26.89             25.68            29.44
                                          =============      ============     ============
Outstanding units: Type II
 (note 2) .............................       3,488,695        8,827,221       12,554,733
                                          =============      ============     ============
Net asset value per unit:
 Type II ..............................   $       26.53             25.35            29.05
                                          =============      ============     ============



<CAPTION>
                                                               JANUS ASPEN SERIES
                                        ----------------------------------------------------------------
                                                             FLEXIBLE     INTERNATIONAL      CAPITAL
                                            BALANCED          INCOME          GROWTH       APPRECIATION
                                            PORTFOLIO       PORTFOLIO       PORTFOLIO       PORTFOLIO
ASSETS                                  ---------------- --------------- --------------- ---------------
<S>                                     <C>              <C>             <C>             <C>
Investment in Janus Aspen Series,
 at fair value (note 2):
 Aggressive Growth Portfolio
  (4,879,822 shares;
  cost -- $94,938,397).................             --              --              --              --
 Growth Portfolio
  (14,233,651 shares;
  cost -- $231,936,881)................             --              --              --              --
 Worldwide Growth Portfolio
  (17,569,116 shares;
  cost -- $409,584,897)................             --              --              --              --
 Balanced Portfolio
  (7,729,369 shares;
  cost -- $140,195,868)................   $173,910,792              --              --              --
 Flexible Income Portfolio
  (2,729,903 shares;
  cost -- $32,556,570).................             --      32,922,626              --              --
 International Growth Portfolio
  (3,639,052 shares;
  cost -- $74,093,952).................             --              --      77,402,638              --
 Capital Appreciation Portfolio
  (1,912,067 shares;
  cost -- $30,581,552).................             --              --              --      38,126,625
Receivable for units sold .............        915,453         170,372         194,104       1,075,836
                                           -----------      ----------      ----------      ----------
  TOTAL ASSETS ........................    174,826,245      33,092,998      77,596,742      39,202,461
                                           -----------      ----------      ----------      ----------
LIABILITIES
Accrued expenses payable to
 affiliate (note 3) ...................        250,096          47,653         115,569         118,990
Payable for units withdrawn ...........             --              --              --              --
                                           -----------      ----------      ----------      ----------
                                               250,096          47,653         115,569         118,990
                                           -----------      ----------      ----------      ----------
Net assets attributable to variable
 deferred annuity contractholders......   $174,576,149      33,045,345      77,481,173      39,083,471
                                           ===========      ==========      ==========      ==========
Outstanding units: Type I
 (note 2) .............................      2,916,033         552,225       1,053,424         506,817
                                           ===========      ==========      ==========      ==========
Net asset value per unit:
 Type I ...............................   $       19.55           13.50           15.86           19.59
                                           ============     ===========     ===========     ===========
Outstanding units: Type II
 (note 2) .............................      6,060,191       1,911,151       3,856,210       1,494,358
                                           ============     ===========     ===========     ===========
Net asset value per unit:
 Type II ..............................   $      19.40           13.39           15.76           19.51
                                           ============     ===========     ===========     ===========
</TABLE>



                                      A-9
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4


                STATEMENTS OF ASSETS AND LIABILITIES, CONTINUED
                               DECEMBER 31, 1998



<TABLE>
<CAPTION>
                                                                    GOLDMAN SACHS VARIABLE
                                                                     INSURANCE TRUST FUND
                                                                ------------------------------
                                                                   GROWTH AND       MID CAP
                                                                     INCOME         EQUITY
                                                                      FUND           FUND
                                                                --------------- --------------
<S>                                                             <C>             <C>
ASSETS
Investment in Goldman Sachs Variable Insurance Trust Fund,
 at fair value (note 2):
 Growth and Income Fund (402,157 shares;
   cost -- $4,162,464).........................................   $ 4,202,546             --
 Mid Cap Equity Fund (428,996 shares;
   cost -- $3,663,704).........................................            --      3,676,492
Investment in Salomon Brothers
 Variable Series Fund, at fair value (note 2):
 Strategic Bond Fund (12,447 shares; cost -- $130,915).........            --             --
 Investors Fund (994 shares; cost -- $10,626)..................            --             --
 Total Return Fund (32,491 shares; cost -- $340,870)...........            --             --
Dividend receivable ...........................................            --             --
Receivable from affiliate .....................................        49,406          3,746
Receivable for units sold .....................................        15,607             --
                                                                  -----------      ---------
   TOTAL ASSETS ...............................................     4,267,559      3,680,238
                                                                  -----------      ---------
LIABILITIES
Accrued expenses payable to affiliate (note 3) ................         4,991         48,760
Payable for units withdrawn ...................................            --          8,287
                                                                  -----------      ---------
   TOTAL LIABILITIES ..........................................         4,991         57,047
                                                                  -----------      ---------
Net assets attributable to variable deferred annuity
 contractholders ..............................................   $ 4,262,568      3,623,191
                                                                  ===========      =========
Outstanding units: Type I (note 2) ............................        52,650         78,049
                                                                  ===========      =========
Net asset value per unit: Type I ..............................   $      8.86            8.57
                                                                  ===========      ==========
Outstanding units: Type II (note 2) ...........................       428,936        345,533
                                                                  ===========      ==========
Net asset value per unit: Type II .............................   $      8.85            8.55
                                                                  ===========      ==========



<CAPTION>
                                                                         SALOMON BROTHERS
                                                                       VARIABLE SERIES FUND
                                                                -----------------------------------
                                                                 STRATEGIC                 TOTAL
                                                                    BOND     INVESTOR     RETURN
                                                                    FUND       FUND        FUND
                                                                ----------- ---------- ------------
<S>                                                             <C>         <C>        <C>
ASSETS
Investment in Goldman Sachs Variable Insurance Trust Fund,
 at fair value (note 2):
 Growth and Income Fund (402,157 shares;
   cost -- $4,162,464).........................................        --         --           --
 Mid Cap Equity Fund (428,996 shares;
   cost -- $3,663,704).........................................        --         --           --
Investment in Salomon Brothers
 Variable Series Fund, at fair value (note 2):
 Strategic Bond Fund (12,447 shares; cost -- $130,915).........  $126,092         --           --
 Investors Fund (994 shares; cost -- $10,626)..................        --     10,947           --
 Total Return Fund (32,491 shares; cost -- $340,870)...........        --         --      337,911
Dividend receivable ...........................................     6,068         45        5,946
Receivable from affiliate .....................................        --         --           --
Receivable for units sold .....................................        --         --           --
                                                                  -------     ------      -------
   TOTAL ASSETS ...............................................   132,160     10,992      343,857
                                                                  -------     ------      -------
LIABILITIES
Accrued expenses payable to affiliate (note 3) ................       138          5          136
Payable for units withdrawn ...................................        --         --           --
                                                                  -------     ------      -------
   TOTAL LIABILITIES ..........................................       138          5          136
                                                                  -------     ------      -------
Net assets attributable to variable deferred annuity
 contractholders ..............................................  $132,022     10,987      343,721
                                                                  =======     ======      =======
Outstanding units: Type I (note 2) ............................     2,799         42        6,299
                                                                  =======     ======      =======
Net asset value per unit: Type I ..............................  $  10.24      12.14        10.67
                                                                  ========    =======     ========
Outstanding units: Type II (note 2) ...........................    10,094        863       25,915
                                                                  ========    =======     ========
Net asset value per unit: Type II .............................  $  10.24      12.14        10.67
                                                                  ========    =======     ========
</TABLE>

                See accompanying notes to financial statements.

                                      A-10
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4

                           STATEMENTS OF OPERATIONS
                               DECEMBER 31, 1998



<TABLE>
<CAPTION>
                                                                          GE INVESTMENTS FUNDS, INC.
                                                 -----------------------------------------------------------------------------
                                                                                                          GOVERNMENT
                                                                    S&P 500                               SECURITIES
                                                                      FUND                                   FUND
                                                 ---------------------------------------------- ------------------------------
                                                                                                    PERIOD           YEAR
                                                                                                     ENDED          ENDED
                                                            YEAR ENDED DECEMBER 31,              DECEMBER 11,    DECEMBER 31,
                                                      1998           1997            1996            1997            1996
                                                 -------------- -------------- ---------------- -------------- ---------------
<S>                                              <C>            <C>            <C>              <C>            <C>
Investment income:
 Income -- Dividends ...........................  $11,434,493      4,001,897       23,435,279            --        1,309,648
 Expenses -- Mortality and expense
   risk charges (note 3) .......................    2,910,483      1,356,740          492,403       147,796          143,919
                                                  -----------      ---------       ----------       -------        ---------
Net investment income (expense) ................    8,524,010      2,645,157       22,942,876      (147,796)       1,165,729
                                                  -----------      ---------       ----------      --------        ---------
Net realized and unrealized gain (loss) on
 investments:
 Net realized gain (loss) ......................    8,830,544       (899,446)       1,510,464      (242,895)         (68,248)
 Unrealized appreciation (depreciation)
   on investments ..............................   35,731,485     21,611,136      (16,204,375)      987,049         (995,503)
                                                  -----------     ----------      -----------      --------        ---------
Net realized and unrealized gain (loss) on
 investments ...................................   44,562,029     20,711,690      (14,693,911)      744,154       (1,063,751)
                                                  -----------     ----------      -----------      --------       ----------
Increase in net assets from operations .........  $53,086,039     23,356,847        8,248,965       596,358          101,978
                                                  ===========     ==========      ===========      ========       ==========
</TABLE>


<TABLE>
<CAPTION>
                                                  GE INVESTMENTS FUNDS, INC. (CONTINUED)
                                               ---------------------------------------------
                                                               MONEY MARKET
                                                                   FUND
                                               ---------------------------------------------
                                                          YEAR ENDED DECEMBER 31,
                                                    1998           1997            1996
                                               ------------- --------------- ---------------
<S>                                            <C>           <C>             <C>
Investment income:
 Income -- Dividends .........................  $9,177,451       5,626,589       5,204,323
 Expenses -- Mortality and expense
   risk charges (note 3) .....................   2,260,774       1,421,044         980,270
                                                ----------       ---------       ---------
Net investment income (expense) ..............   6,916,677       4,205,545       4,224,053
                                                ----------       ---------       ---------
Net realized and unrealized gain (loss) on
 investments:
 Net realized gain (loss) ....................     545,381      (4,421,730)      1,686,452
 Unrealized appreciation (depreciation) on
   investments ...............................    (545,381)      4,383,879      (2,984,484)
                                                ----------      ----------      ----------
Net realized and unrealized gain (loss) on
 investments .................................          --         (37,851)     (1,298,032)
                                                ----------      ----------      ----------
Increase in net assets from operations .......  $6,916,677       4,167,694       2,926,021
                                                ==========      ==========      ==========



<CAPTION>
                                                 GE INVESTMENTS FUNDS, INC. (CONTINUED)
                                               -------------------------------------------
                                                              TOTAL RETURN
                                                                  FUND
                                               -------------------------------------------
                                                         YEAR ENDED DECEMBER 31,
                                                    1998          1997           1996
                                               ------------- ------------- ---------------
<S>                                            <C>           <C>           <C>
Investment income:
 Income -- Dividends ......................... $ 3,360,564     6,098,862       9,319,880
 Expenses -- Mortality and expense
   risk charges (note 3) .....................     691,738       496,469         357,589
                                                 ---------     ---------       ---------
Net investment income (expense) ..............   2,668,826     5,602,393       8,962,291
                                                 ---------     ---------       ---------
Net realized and unrealized gain (loss) on
 investments:
 Net realized gain (loss) ....................    (144,205)     (454,827)        614,446
 Unrealized appreciation (depreciation) on
   investments ...............................   5,408,858       657,828      (6,827,262)
                                                 ---------     ---------      ----------
Net realized and unrealized gain (loss) on
 investments .................................   5,264,653       203,001      (6,212,816)
                                                 ---------     ---------      ----------
Increase in net assets from operations .......  $7,933,479     5,805,394       2,749,475
                                                 =========     =========      ==========
</TABLE>



                                      A-11
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4


                      STATEMENTS OF OPERATIONS, CONTINUED
                               DECEMBER 31, 1998



<TABLE>
<CAPTION>
                                    GE INVESTMENTS FUNDS, INC. (CONTINUED)
                                  -------------------------------------------
                                                 INTERNATIONAL
                                                  EQUITY FUND
                                  -------------------------------------------
                                            YEAR ENDED DECEMBER 31,
                                       1998           1997           1996
                                  ------------- --------------- -------------
<S>                               <C>           <C>             <C>
Investment income:
 Income -- Dividends ............ $1,445,436        2,686,699     1,056,063
 Expenses -- Mortality
   and expense risk
   charges (note 3) .............    150,854          113,987        56,953
                                  ----------        ---------     ---------
Net investment income ...........  1,294,582        2,572,712       999,110
                                  ----------        ---------     ---------
Net realized and
 unrealized gain (loss)
 on investments:
 Net realized gain
   (loss) .......................    441,842          665,649        86,537
 Unrealized appreciation
   (depreciation) on
   investments ..................  2,296,938       (1,565,382)      (11,119)
                                  ----------       ----------     ---------
Net realized and
 unrealized gain (loss)
 on investments .................  2,738,780         (899,733)       75,418
                                  ----------       ----------     ---------
Increase (decrease) in net
 assets from operations ......... $4,033,362        1,672,979     1,074,528
                                  ==========       ==========     =========



<CAPTION>
                                                   GE INVESTMENTS FUNDS, INC. (CONTINUED)
                                  -------------------------------------------------------------------------
                                                  REAL ESTATE                         GLOBAL INCOME
                                                SECURITIES FUND                            FUND
                                  -------------------------------------------- ----------------------------
                                                                                               PERIOD FROM
                                                                                    YEAR       MAY 1, 1997
                                                                                    ENDED           TO
                                            YEAR ENDED DECEMBER 31,             DECEMBER 31,   DECEMBER 31,
                                        1998             1997          1996         1998           1997
                                  ---------------- --------------- ----------- -------------- -------------
<S>                               <C>              <C>             <C>         <C>            <C>
Investment income:
 Income -- Dividends ............     $3,597,838       5,456,896   1,627,291       555,349        300,672
 Expenses -- Mortality
   and expense risk
   charges (note 3) .............        461,754         292,230      49,030        29,070          2,982
                                       ---------       ---------   ---------       -------        -------
Net investment income ...........      3,136,084       5,164,666   1,578,261       526,279        297,690
                                       ---------       ---------   ---------       -------        -------
Net realized and
 unrealized gain (loss)
 on investments:
 Net realized gain
   (loss) .......................       (878,569)      2,710,582     299,159        96,320          2,417
 Unrealized appreciation
   (depreciation) on
   investments ..................    (12,908,191)     (1,305,117)  4,059,521       337,555       (124,348)
                                     -----------      ----------   ---------       -------       --------
Net realized and
 unrealized gain (loss)
 on investments .................    (13,786,760)      1,405,465   4,358,680       433,875       (121,931)
                                     -----------      ----------   ---------       -------       --------
Increase (decrease) in net
 assets from operations .........   $(10,650,676)      6,570,131   5,936,941       960,154        175,759
                                     ===========      ==========   =========       =======       ========
</TABLE>


<TABLE>
<CAPTION>
                                                              GE INVESTMENTS FUNDS, INC. (CONTINUED)
                                           -----------------------------------------------------------------------------
                                                 VALUE EQUITY FUND                INCOME FUND           U.S. EQUITY FUND
                                           ----------------------------- ----------------------------- -----------------
                                                            PERIOD FROM                   PERIOD FROM     PERIOD FROM
                                                YEAR          MAY 1,          YEAR       DECEMBER 12,     MAY 4, 1998
                                                ENDED         1997 TO         ENDED         1997 TO            TO
                                            DECEMBER 31,   DECEMBER 31,   DECEMBER 31,   DECEMBER 31,     DECEMBER 31,
                                                1998           1997           1998           1997             1998
                                           -------------- -------------- -------------- -------------- -----------------
<S>                                        <C>            <C>            <C>            <C>            <C>
Investment income:
 Income -- Dividends .....................   $1,119,457        142,788     1,901,291         58,034          52,288
 Expenses -- Mortality and expense risk
   charges (note 3) ......................      348,877         38,307       329,876         14,197           6,218
                                             ----------        -------     ---------         ------          ------
Net investment income ....................      770,580        104,481     1,571,415         43,837          46,070
                                             ----------        -------     ---------         ------          ------
Net realized and unrealized gain (loss) on
 investments:
 Net realized gain (loss) ................      576,810        357,048       335,927         (6,710)          9,452
 Unrealized appreciation (depreciation)
   on investments ........................     (292,099)       885,799      (245,492)       (12,199)        153,754
                                             ----------        -------     ---------        -------         -------
Net realized and unrealized gain (loss) on
 investments .............................      284,711      1,242,847        90,435        (18,909)        163,206
                                             ----------      ---------     ---------        -------         -------
Increase (decrease) in net assets from
 operations ..............................   $1,055,291      1,347,328     1,661,850         24,928         209,276
                                             ==========      =========     =========        =======         =======
</TABLE>


                                      A-12
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4


                      STATEMENT OF OPERATIONS, CONTINUED
                               DECEMBER 31, 1998



<TABLE>
<CAPTION>
                                                                        OPPENHEIMER VARIABLE ACCOUNT FUNDS
                                                   -------------------------------------------------------------------------
                                                             MONEY FUND                            BOND FUND
                                                   ------------------------------   ----------------------------------------
                                                       PERIOD            YEAR
                                                        ENDED           ENDED
                                                    DECEMBER 11,     DECEMBER 31,           YEAR ENDED DECEMBER 31,
                                                        1997             1996           1998          1997          1996
                                                   --------------   -------------   -----------   -----------   ------------
<S>                                                <C>              <C>             <C>           <C>           <C>
Investment income:
 Income -- Dividends ...........................   $110,711         175,537          1,310,262     2,260,511     1,774,226
 Expenses -- Mortality and expense risk
   charges (note 3) ............................     25,908          40,663            613,418       437,693       336,825
                                                   --------         -------          ---------     ---------     ---------
Net investment income ..........................     84,803         134,874            696,844     1,822,818     1,437,401
                                                   --------         -------          ---------     ---------     ---------
Net realized and unrealized gain (loss) on
 investments:
 Net realized gain .............................         --              --            557,479       187,695       106,242
 Unrealized appreciation (depreciation) on
   investments .................................         --              --          1,205,533       663,371      (442,815)
                                                   --------         -------          ---------     ---------     ---------
Net realized and unrealized gain (loss) on
 investments ...................................         --              --          1,763,012       851,066      (336,573)
                                                   --------         -------          ---------     ---------     ---------
Increase in net assets from operations .........   $ 84,803         134,874          2,459,856     2,673,884     1,100,828
                                                   ========         =======          =========     =========     =========
</TABLE>


<TABLE>
<CAPTION>
                                                        OPPENHEIMER VARIABLE ACCOUNT FUNDS (CONTINUED)
                                       --------------------------------------------------------------------------------
                                               CAPITAL APPRECIATION FUND                      GROWTH FUND
                                       ----------------------------------------- --------------------------------------
                                                YEAR ENDED DECEMBER 31,                 YEAR ENDED DECEMBER 31,
                                             1998          1997         1996         1998         1997         1996
                                       --------------- ------------ ------------ ------------ ------------ ------------
<S>                                    <C>             <C>          <C>          <C>          <C>          <C>
Investment income:
 Income -- Dividends .................   $ 5,903,722     8,221,818    6,069,096   14,489,848    4,911,400    3,110,376
 Expenses -- Mortality and expense
   risk charges (note 3) .............     2,644,408     2,381,196    1,506,102    2,092,013    1,372,378      599,846
                                         -----------     ---------    ---------   ----------    ---------    ---------
Net investment income ................     3,259,314     5,840,622    4,562,994   12,397,835    3,539,022    2,510,530
                                         -----------     ---------    ---------   ----------    ---------    ---------
Net realized and unrealized gain
 (loss) on investments:
 Net realized gain ...................    19,896,478     6,868,228    6,301,279   19,777,101    5,826,603    1,959,742
 Unrealized appreciation
   (depreciation) on investments .....      (396,149)    5,927,622    7,478,382      922,343   11,621,155    5,568,726
                                         -----------     ---------    ---------   ----------   ----------    ---------
Net realized and unrealized gain
 (loss) on investments ...............    19,500,329    12,795,850   13,779,661   20,699,444   17,447,758    7,528,468
                                         -----------    ----------   ----------   ----------   ----------    ---------
Increase in net assets from
 operations ..........................   $22,759,643    18,636,472   18,342,655   33,097,279   20,986,780   10,038,998
                                         ===========    ==========   ==========   ==========   ==========   ==========
</TABLE>



                                      A-13
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4


                      STATEMENTS OF OPERATIONS, CONTINUED
                               DECEMBER 31, 1998



<TABLE>
<CAPTION>
                                                                OPPENHEIMER VARIABLE ACCOUNT FUNDS (CONTINUED)
                                               ---------------------------------------------------------------------------------
                                                           HIGH INCOME FUND                     MULTIPLE STRATEGIES FUND
                                               ---------------------------------------- ----------------------------------------
                                                       YEAR ENDED DECEMBER 31,                  YEAR ENDED DECEMBER 31,
                                                     1998          1997         1996          1998          1997        1996
                                               --------------- ------------ ----------- --------------- ----------- ------------
<S>                                            <C>             <C>          <C>         <C>             <C>         <C>
Investment income:
 Income -- Dividends .........................  $  7,439,338     9,138,791   6,387,294      4,756,691    4,485,399   3,343,955
 Expenses -- Mortality and expense risk
   charges (note 3) ..........................     2,078,631     1,397,317     825,956        957,372      794,598     571,993
                                                ------------     ---------   ---------      ---------    ---------   ---------
Net investment income ........................     5,360,707     7,741,474   5,561,338      3,799,319    3,690,801   2,771,962
                                                ------------     ---------   ---------      ---------    ---------   ---------
Net realized and unrealized gain (loss) on
 investments:
 Net realized gain (loss) ....................       (99,049)    1,298,149     763,575      1,712,582    1,435,981     701,256
 Unrealized appreciation (depreciation)
   on investments ............................    (7,301,468)    2,089,422   2,079,281     (1,662,556)   4,025,778   2,786,345
                                                ------------     ---------   ---------     ----------    ---------   ---------
Net realized and unrealized gain (loss) on
 investments .................................    (7,400,517)    3,387,571   2,842,856         50,026    5,461,759   3,487,601
                                                ------------     ---------   ---------     ----------    ---------   ---------
Increase (decrease) in net assets from
 operations ..................................  $ (2,039,810)   11,129,045   8,404,194      3,849,345    9,152,560   6,259,563
                                                ============    ==========   =========     ==========    =========   =========
</TABLE>


<TABLE>
<CAPTION>
                                             VARIABLE INSURANCE PRODUCTS FUND
                                -----------------------------------------------------------
                                   MONEY MARKET PORTFOLIO         HIGH INCOME PORTFOLIO
                                ----------------------------- -----------------------------
                                 PERIOD ENDED    YEAR ENDED    PERIOD ENDED    YEAR ENDED
                                 DECEMBER 11,   DECEMBER 31,   DECEMBER 11,   DECEMBER 31,
                                     1997           1996           1997           1996
                                -------------- -------------- -------------- --------------
<S>                             <C>            <C>            <C>            <C>
Investment income:
 Income -- Dividends ..........    $843,023       1,655,033      1,930,318      2,780,632
 Expenses -- Mortality
   and expense risk
   charges (note 3) ...........     212,121         382,911        277,254        332,922
                                   --------       ---------      ---------      ---------
Net investment income .........     630,902       1,272,122      1,653,064      2,447,710
                                   --------       ---------      ---------      ---------
Net realized and unrealized
 gain on investments:
 Net realized gain ............          --              --      4,673,705        479,085
 Unrealized appreciation
   (depreciation) on
   investments ................          --              --     (2,814,608)       308,688
                                   --------       ---------     ----------      ---------
Net realized and unrealized
 gain on investments ..........          --              --      1,859,097        787,773
                                   --------       ---------     ----------      ---------
Increase in net assets from
 operations ...................    $630,902       1,272,122      3,512,161      3,235,483
                                   ========       =========     ==========      =========



<CAPTION>
                                     VARIABLE INSURANCE PRODUCTS FUND
                                -------------------------------------------
                                        EQUITY -- INCOME PORTFOLIO
                                -------------------------------------------
                                          YEAR ENDED DECEMBER 31,
                                      1998           1997          1996
                                --------------- ------------- -------------
<S>                             <C>             <C>           <C>
Investment income:
 Income -- Dividends ..........   $40,199,361     42,510,440   12,605,854
 Expenses -- Mortality
   and expense risk
   charges (note 3) ...........     8,478,683      6,650,343    4,253,036
                                   ----------     ----------   ----------
Net investment income .........    31,720,678     35,860,097    8,352,818
                                   ----------     ----------   ----------
Net realized and unrealized
 gain on investments:
 Net realized gain ............    40,058,923     15,417,526    9,394,625
 Unrealized appreciation
   (depreciation) on
   investments ................    (9,194,909)    65,899,106   23,601,942
                                   ----------     ----------   ----------
Net realized and unrealized
 gain on investments ..........    30,864,014     81,316,632   32,996,567
                                   ----------     ----------   ----------
Increase in net assets from
 operations ...................  $62,584,692    117,176,729   41,349,385
                                   ==========    ===========   ==========
</TABLE>



                                      A-14
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4


                      STATEMENTS OF OPERATIONS, CONTINUED
                               DECEMBER 31, 1998



<TABLE>
<CAPTION>
                                                            VARIABLE INSURANCE PRODUCTS FUND (CONTINUED)
                                        -------------------------------------------------------------------------------------
                                                    GROWTH PORTFOLIO                          OVERSEAS PORTFOLIO
                                        ---------------------------------------- --------------------------------------------
                                                YEAR ENDED DECEMBER 31,                    YEAR ENDED DECEMBER 31,
                                             1998          1997         1996           1998            1997          1996
                                        -------------- ------------ ------------ --------------- --------------- ------------
<S>                                     <C>            <C>          <C>          <C>             <C>             <C>
Investment income:
 Income -- Dividends ..................  $ 43,602,357    9,229,913   13,903,188      8,392,807       9,303,257     2,309,161
 Expenses -- Mortality and expense
   risk charges (note 3) ..............     4,321,431    3,552,903    2,834,086      1,337,177       1,401,167     1,245,263
                                         ------------    ---------   ----------      ---------       ---------     ---------
Net investment income .................    39,280,926    5,677,010   11,069,102      7,055,630       7,902,090     1,063,898
                                         ------------    ---------   ----------      ---------       ---------     ---------
Net realized and unrealized gain on
 investments:
 Net realized gain ....................    17,030,101   14,576,544    9,229,819     12,998,779       6,802,686     2,693,770
 Unrealized appreciation
   (depreciation) on investments ......    58,825,099   34,536,532    6,990,625     (6,292,784)     (3,387,543)    7,585,836
                                         ------------   ----------   ----------     ----------      ----------     ---------
Net realized and unrealized gain on
 investments ..........................    75,855,200   49,113,076   16,220,444      6,705,995       3,415,143    10,279,606
                                         ------------   ----------   ----------     ----------      ----------    ----------
Increase in net assets from
 operations ...........................  $115,136,126   54,790,086   27,289,546     13,761,625      11,317,233    11,343,504
                                         ============   ==========   ==========     ==========      ==========    ==========
</TABLE>


<TABLE>
<CAPTION>
                                                               VARIABLE INSURANCE PRODUCTS FUND II
                                        ---------------------------------------------------------------------------------
                                                ASSET MANAGER PORTFOLIO                    CONTRAFUND PORTFOLIO
                                        ---------------------------------------- ----------------------------------------
                                                YEAR ENDED DECEMBER 31,                  YEAR ENDED DECEMBER 31,
                                             1998          1997         1996         1998         1997          1996
                                        -------------- ------------ ------------ ------------ ------------ --------------
<S>                                     <C>            <C>          <C>          <C>          <C>          <C>
Investment income:
 Income -- Dividends ..................  $ 61,032,559   52,909,448   27,801,550   14,347,723    4,672,962       634,656
 Expenses -- Mortality and expense
   risk charges (note 3) ..............     5,632,482    5,474,604    4,059,911    3,674,218    2,588,608     1,322,883
                                         ------------   ----------   ----------   ----------    ---------     ---------
Net investment income (expense) .......    55,400,077   47,434,844   23,741,639   10,673,505    2,084,354      (688,227)
                                         ------------   ----------   ----------   ----------    ---------     ---------
Net realized and unrealized gain
 (loss) on investments:
 Net realized gain ....................    12,994,733    9,093,636    7,507,674   14,314,697    9,468,307     2,738,082
 Unrealized appreciation
   (depreciation) on investments ......    (5,404,033)  24,430,304   23,008,153   47,868,379   26,750,686    17,275,767
                                         ------------   ----------   ----------   ----------   ----------    ----------
Net realized and unrealized gain on
 investments ..........................     7,590,700   33,523,940   30,515,827   62,183,076   36,218,993    20,013,849
                                         ------------   ----------   ----------   ----------   ----------    ----------
Increase in net assets from
 operations ...........................  $ 62,990,777   80,958,784   54,257,466   72,856,581   38,303,347    19,325,622
                                         ============   ==========   ==========   ==========   ==========    ==========
</TABLE>



                                      A-15
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4


                      STATEMENTS OF OPERATIONS, CONTINUED
                               DECEMBER 31, 1998



<TABLE>
<CAPTION>
                                                                     VARIABLE INSURANCE PRODUCTS
                                                                               FUND III
                                                   ----------------------------------------------------------------
                                                           GROWTH & INCOME                GROWTH OPPORTUNITIES
                                                              PORTFOLIO                        PORTFOLIO
                                                   -------------------------------   ------------------------------
                                                                      PERIOD FROM                      PERIOD FROM
                                                        YEAR            MAY 1,            YEAR            MAY 1,
                                                        ENDED           1997 TO           ENDED          1997 TO
                                                    DECEMBER 31,     DECEMBER 31,     DECEMBER 31,     DECEMBER 31,
                                                        1998             1997             1998             1997
                                                   --------------   --------------   --------------   -------------
<S>                                                <C>              <C>              <C>              <C>
Investment income:
 Income -- Dividends ...........................     $  102,863              --           948,628              --
 Expenses -- Mortality and expense risk
   charges (note 3) ............................        420,269          53,296           450,247          69,440
                                                     ----------          ------           -------          ------
Net investment income (expense) ................       (317,406)        (53,296)          498,381         (69,440)
                                                     ----------         -------           -------         -------
Net realized and unrealized gain (loss) on
 investments:
 Net realized gain .............................        983,225         103,153           378,467          67,071
 Unrealized appreciation (depreciation) on
   investments .................................      7,912,728         458,100         6,815,534       1,055,758
                                                     ----------         -------         ---------       ---------
Net realized and unrealized gain on
 investments ...................................      8,895,953         561,253         7,194,001       1,122,829
                                                     ----------         -------         ---------       ---------
Increase in net assets from operations .........     $8,578,547         507,957         7,692,382       1,053,389
                                                     ==========         =======         =========       =========
</TABLE>


<TABLE>
<CAPTION>
                                                             NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
                                       ----------------------------------------------------------------------------------------
                                                 BALANCED                        BOND                         GROWTH
                                                 PORTFOLIO                     PORTFOLIO                    PORTFOLIO
                                       ----------------------------- ----------------------------- ----------------------------
                                           PERIOD          YEAR          PERIOD          YEAR          PERIOD          YEAR
                                            ENDED          ENDED          ENDED          ENDED          ENDED         ENDED
                                        DECEMBER 11,   DECEMBER 31,   DECEMBER 11,   DECEMBER 31,   DECEMBER 11,   DECEMBER 31,
                                            1997           1996           1997           1996           1997           1996
                                       -------------- -------------- -------------- -------------- -------------- -------------
<S>                                    <C>            <C>            <C>            <C>            <C>            <C>
Investment income:
 Income -- Dividends .................  $  1,992,971     5,226,886       550,544      1,231,424        903,849      1,152,528
 Expenses -- Mortality and
   expense risk charges (note 3) .....       337,918       381,777        99,586        151,484        132,989        146,484
                                        ------------     ---------       -------      ---------        -------      ---------
Net investment income ................     1,655,053     4,845,109       450,958      1,079,940        770,860      1,006,044
                                        ------------     ---------       -------      ---------        -------      ---------
Net realized and unrealized gain
 (loss) on investments:
 Net realized gain (loss) ............     5,097,861       419,822        12,018       (136,701)     2,304,768        315,046
 Unrealized depreciation on
   investments .......................    (2,501,835)   (3,501,201)      (23,525)      (646,673)      (880,241)      (363,320)
                                        ------------    ----------       -------      ---------      ---------      ---------
Net realized and unrealized gain
 (loss) on investments ...............     2,596,026    (3,081,379)      (11,507)      (783,374)     1,424,527        (48,274)
                                        ------------    ----------       -------      ---------      ---------      ---------
Increase in net assets from
 operations ..........................  $  4,251,079     1,763,730       439,451        296,566      2,195,387        957,770
                                        ============    ==========       =======      =========      =========      =========
</TABLE>



                                      A-16
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4


                      STATEMENTS OF OPERATIONS, CONTINUED
                               DECEMBER 31, 1998



<TABLE>
<CAPTION>
                                                                    FEDERATED INVESTORS INSURANCE SERIES
                                               -------------------------------------------------------------------------------
                                                        AMERICAN LEADERS FUND II                HIGH INCOME BOND FUND II
                                               ------------------------------------------ ------------------------------------
                                                                             PERIOD FROM
                                                                               MAY 6,
                                                                               1996 TO
                                                 YEAR ENDED DECEMBER 31,    DECEMBER 31,        YEAR ENDED DECEMBER 31,
                                                    1998          1997          1996           1998         1997       1996
                                               ------------- ------------- -------------- ------------- ----------- ----------
<S>                                            <C>           <C>           <C>            <C>           <C>         <C>
Investment income:
 Income -- Dividends .........................  $2,907,843       228,362        15,977      1,241,858    1,129,533   579,337
 Expenses -- Mortality and expense risk
   charges (note 3) ..........................     753,675       228,448        12,003        591,059      302,211    87,381
                                                ----------       -------        ------      ---------    ---------   -------
Net investment income (expense) ..............   2,154,168           (86)        3,974        650,799      827,322   491,956
                                                ----------       -------        ------      ---------    ---------   -------
Net realized and unrealized gain (loss) on
 investments:
 Net realized gain ...........................   1,333,508       544,140        29,680        901,146      630,351    31,769
 Unrealized appreciation (depreciation) on
   investments ...............................   4,019,536     3,385,309       162,046       (615,798)   1,256,745   424,014
                                                ----------     ---------       -------      ---------    ---------   -------
Net realized and unrealized gain on
 investments .................................   5,353,044     3,929,449       191,726        285,348    1,887,096   455,783
                                                ----------     ---------       -------      ---------    ---------   -------
Increase in net assets from operations .......  $7,507,212     3,929,363       195,700        936,147    2,714,418   947,739
                                                ==========     =========       =======      =========    =========   =======
</TABLE>


<TABLE>
<CAPTION>
                                                                        FEDERATED INVESTORS INSURANCE SERIES
                                                                                    (CONTINUED)
                                                                     ------------------------------------------
                                                                                      UTILITY
                                                                                      FUND II
                                                                     ------------------------------------------
                                                                              YEAR ENDED DECEMBER 31,
                                                                          1998           1997          1996
                                                                     -------------   -----------   ------------
<S>                                                                  <C>             <C>           <C>
Investment income:
 Income -- Dividends .............................................    $2,141,701      1,046,132       766,616
 Expenses -- Mortality and expense risk charges (note 3) .........       482,289        326,253       243,314
                                                                      ----------      ---------       -------
Net investment income (expense) ..................................     1,659,412        719,879       523,302
                                                                      ----------      ---------       -------
Net realized and unrealized gain (loss) on investments:
 Net realized gain ...............................................     1,730,044        731,431       336,527
 Unrealized appreciation (depreciation) on investments ...........     1,205,055      4,302,272     1,113,241
                                                                      ----------      ---------     ---------
Net realized and unrealized gain on investments ..................     2,935,099      5,033,703     1,449,768
                                                                      ----------      ---------     ---------
Increase in net assets from operations ...........................    $4,594,511      5,753,582     1,973,070
                                                                      ==========      =========     =========
</TABLE>



                                      A-17
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4


                      STATEMENTS OF OPERATIONS, CONTINUED
                               DECEMBER 31, 1998



<TABLE>
<CAPTION>
                                                                         ALGER AMERICAN FUND
                                           --------------------------------------------------------------------------------
                                                     SMALL CAP PORTFOLIO                       GROWTH PORTFOLIO
                                           ---------------------------------------- ---------------------------------------
                                                   YEAR ENDED DECEMBER 31,                  YEAR ENDED DECEMBER 31,
                                                1998          1997         1996         1998          1997         1996
                                           -------------- ----------- ------------- ------------ ------------- ------------
<S>                                        <C>            <C>         <C>           <C>          <C>           <C>
Investment income:
 Income -- Dividends .....................  $10,556,556    2,044,748      105,411    14,231,938      528,437      668,828
 Expenses -- Mortality and expense
   risk charges (note 3) .................    1,053,686      799,242      414,206     1,251,175      811,338      358,846
                                            -----------    ---------      -------    ----------      -------      -------
Net investment income (expense) ..........    9,502,870    1,245,506     (308,795)   12,980,763     (282,901)     309,982
                                            -----------    ---------     --------    ----------     --------      -------
Net realized and unrealized gain
 (loss) on investments:
 Net realized gain (loss) ................      411,066      411,624     (122,299)    4,172,054    3,954,588      315,644
 Unrealized appreciation
   (depreciation) on investments .........    2,406,527    4,016,910      (80,937)   20,408,775    8,095,163    2,224,353
                                            -----------    ---------     --------    ----------    ---------    ---------
Net realized and unrealized gain
 (loss) on investments ...................    2,817,593    4,428,534     (203,236)   24,580,829   12,049,751    2,539,997
                                            -----------    ---------     --------    ----------   ----------    ---------
Increase (decrease) in net assets from
 operations ..............................  $12,320,463    5,674,040     (512,031)   37,561,592   11,766,850    2,849,979
                                            ===========    =========     ========    ==========   ==========    =========
</TABLE>


<TABLE>
<CAPTION>
                                                                PBHG INSURANCE SERIES FUND
                                             ----------------------------------------------------------------
                                             PBHG LARGE CAP GROWTH PORTFOLIO      PBHG GROWTH II PORTFOLIO
                                             -------------------------------   ------------------------------
                                                                PERIOD FROM                      PERIOD FROM
                                                  YEAR            MAY 1,            YEAR            MAY 1,
                                                  ENDED           1997 TO           ENDED          1997 TO
                                              DECEMBER 31,     DECEMBER 31,     DECEMBER 31,     DECEMBER 31,
                                                  1998             1997             1998             1997
                                             --------------   --------------   --------------   -------------
<S>                                          <C>              <C>              <C>              <C>
Investment income:
 Income -- Dividends .....................             --              --               --               --
 Expenses -- Mortality and expense
   risk charges (note 3) .................     $  106,500          17,112          119,244           30,512
                                                  -------          ------          -------           ------
Net investment income (expense) ..........       (106,500)        (17,112)        (119,244)         (30,512)
Net realized and unrealized gain
 (loss) on investments:
 Net realized gain (loss) ................        282,909          13,525         (281,878)           7,643
 Unrealized appreciation
   (depreciation) on investments .........      2,025,080         149,898        1,029,558          (89,829)
                                                ---------         -------        ---------           -------
Net realized and unrealized gain
 (loss) on investments ...................      2,307,989         163,423          747,680          (82,186)
                                                ---------         -------          -------          --------
Increase (decrease) in net assets from
 operations ..............................     $2,201,489         146,311          628,436         (112,698)
                                                =========         =======          =======         =========

</TABLE>



                                      A-18
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4


                      STATEMENTS OF OPERATIONS, CONTINUED
                               DECEMBER 31, 1998



<TABLE>
<CAPTION>
                                                                     JANUS ASPEN SERIES (CONTINUED)
                                          ------------------------------------------------------------------------------------
                                                   AGGRESSIVE GROWTH PORTFOLIO                     GROWTH PORTFOLIO
                                          --------------------------------------------- --------------------------------------
                                                     YEAR ENDED DECEMBER 31,                   YEAR ENDED DECEMBER 31,
                                                1998            1997           1996         1998         1997         1996
                                          --------------- --------------- ------------- ------------ ------------ ------------
<S>                                       <C>             <C>             <C>           <C>          <C>          <C>
Investment income:
 Income -- Dividends ....................  $         --              --       755,467    17,061,080    5,821,316    3,316,849
 Expenses -- Mortality and expense
   risk charges (note 3) ................     1,431,833       1,187,720       880,271     3,390,909    2,533,302    1,496,337
                                           ------------       ---------       -------    ----------    ---------    ---------
Net investment income (expense) .........    (1,431,833)     (1,187,720)     (124,804)   13,670,171    3,288,014    1,820,512
                                           ------------      ----------      --------    ----------    ---------    ---------
Net realized and unrealized gain
 (loss) on investments:
 Net realized gain ......................    11,413,034       6,675,700     3,422,984    11,096,226    9,346,395    4,286,543
 Unrealized appreciation on
   investments ..........................    24,333,274       5,540,954       109,555    56,452,101   23,212,981   11,457,707
                                           ------------      ----------     ---------    ----------   ----------   ----------
Net realized and unrealized gain on
 investments ............................    35,746,308      12,216,654     3,532,539    67,548,327   32,559,376   15,744,250
                                           ------------      ----------     ---------    ----------   ----------   ----------
Increase in net assets from
 operations .............................  $ 34,314,475      11,028,934     3,407,735    81,218,498   35,847,390   17,564,762
                                           ============      ==========     =========    ==========   ==========   ==========
</TABLE>


<TABLE>
<CAPTION>
                                                                   JANUS ASPEN SERIES (CONTINUED)
                                                            --------------------------------------------
                                                                     WORLDWIDE GROWTH PORTFOLIO
                                                            --------------------------------------------
                                                                      YEAR ENDED DECEMBER 31,
                                                                 1998            1997           1996
                                                            --------------   ------------   ------------
<S>                                                         <C>              <C>            <C>
Investment income:
 Income -- Dividends ....................................    $17,147,178       4,490,822      2,094,632
 Expenses -- Mortality and expense risk charges
   (note 3) .............................................      5,690,337      3,656,021      1,418,611
                                                              ----------     ----------      ---------

Net investment income (expense) .........................     11,456,841         834,801        676,021
Net realized and unrealized gain (loss) on
 investments:
 Net realized gain ......................................     46,111,510      11,585,008      5,069,677
 Unrealized appreciation on investments .................     41,481,543      32,530,512     18,944,795
                                                              ----------      -----------     ----------

Net realized and unrealized gain on investments .........     87,593,053      44,115,520     24,014,472
                                                              ----------      ----------    ------------
Increase in net assets from operations ..................     99,049,894      44,950,321     24,690,493
                                                              ==========      ==========     ==========
</TABLE>



                                      A-19
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4


                      STATEMENTS OF OPERATIONS, CONTINUED
                               DECEMBER 31, 1998



<TABLE>
<CAPTION>
                                                                     JANUS ASPEN SERIES (CONTINUED)
                                            ---------------------------------------------------------------------------------
                                                        BALANCED PORTFOLIO                    FLEXIBLE INCOME PORTFOLIO
                                            ------------------------------------------   ------------------------------------
                                                     YEAR ENDED DECEMBER 31,                   YEAR ENDED DECEMBER 31,
                                                 1998           1997          1996           1998         1997        1996
                                            -------------   -----------   ------------   -----------   ---------   ----------
<S>                                         <C>             <C>           <C>            <C>           <C>         <C>
Investment income:
 Income -- Dividends ....................    $ 5,350,454     1,376,630       283,521      1,625,697     699,223     288,802
 Expenses -- Mortality and expense
   risk charges (note 3) ................      1,445,276       445,275       113,425        300,350     120,354      40,424
                                             -----------     ---------       -------      ---------     -------     -------
Net investment income (expense) .........      3,905,178       931,355       170,096      1,325,347     578,869     248,378
                                             -----------     ---------       -------      ---------     -------     -------
Net realized and unrealized gain
 (loss) on investments:
 Net realized gain ......................      3,053,389     1,239,519       122,576        222,001      86,470       4,524
 Unrealized appreciation on
   investments ..........................     28,743,051     4,013,343       920,620         30,008     269,390      68,898
                                             -----------     ---------       -------      ---------     -------     -------
Net realized and unrealized gain on
 investments ............................     31,796,440     5,252,862     1,043,196        252,009     355,860      73,422
                                             -----------     ---------     ---------      ---------     -------     -------
Increase in net assets from
 operations .............................    $35,701,618     6,184,217     1,213,292      1,577,356     934,729     321,800
                                             ===========     =========     =========      =========     =======     =======
</TABLE>


<TABLE>
<CAPTION>
                                                                      JANUS ASPEN SERIES (CONTINUED)
                                                  -----------------------------------------------------------------------
                                                                                                 CAPITAL APPRECIATION
                                                        INTERNATIONAL GROWTH PORTFOLIO                PORTFOLIO
                                                  ------------------------------------------ ----------------------------
                                                                                PERIOD FROM                  PERIOD FROM
                                                                                  MAY 3,          YEAR          MAY 2,
                                                                                  1996 TO         ENDED        1997 TO
                                                    YEAR ENDED DECEMBER 31,    DECEMBER 31,   DECEMBER 31,   DECEMBER 31,
                                                       1998          1997          1996           1998           1997
                                                  ------------- ------------- -------------- -------------- -------------
<S>                                               <C>           <C>           <C>            <C>            <C>
Investment income:
 Income -- Dividends ............................  $1,349,473       348,585        54,433         20,652         8,437
 Expenses -- Mortality and expense risk
   charges (note 3) .............................     895,918       516,236        45,378        149,815         9,981
                                                   ----------       -------        ------        -------         -----
Net investment income (expense) .................     453,555      (167,651)        9,055       (129,163)       (1,544)
                                                   ----------      --------        ------       --------        ------
Net realized and unrealized gain (loss) on
 investments:
 Net realized gain ..............................   7,205,182     3,329,942       187,391        336,728        31,894
 Unrealized appreciation on investments .........   1,486,427     1,235,644       586,615      7,532,890        12,182
                                                   ----------     ---------       -------      ---------        ------
Net realized and unrealized gain on
 investments ....................................   8,691,609     4,565,586       774,006      7,869,618        44,076
                                                   ----------     ---------       -------      ---------        ------
Increase in net assets from operations ..........  $9,145,164     4,397,935       783,061      7,740,455        42,532
                                                   ==========     =========       =======      =========        ======
</TABLE>



                                      A-20
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4


                      STATEMENTS OF OPERATIONS, CONTINUED
                               DECEMBER 31, 1998



<TABLE>
<CAPTION>
                                                      GOLDMAN SACHS                           SALOMON BROTHERS
                                                   VARIABLE INSURANCE                          VARIABLE SERIES
                                                       TRUST FUND                                   FUND
                                             -------------------------------   -----------------------------------------------
                                               GROWTH AND         MID CAP         STRATEGIC                          TOTAL
                                                 INCOME           EQUITY            BOND           INVESTORS         RETURN
                                                  FUND             FUND             FUND             FUND             FUND
                                             --------------   --------------   --------------   --------------   -------------
                                               PERIOD FROM      PERIOD FROM      PERIOD FROM      PERIOD FROM     PERIOD FROM
                                                 MAY 12,          MAY 8,         OCTOBER 22,     NOVEMBER 27,     OCTOBER 30,
                                                 1998 TO          1998 TO          1998 TO          1998 TO         1998 TO
                                              DECEMBER 31,     DECEMBER 31,     DECEMBER 31,     DECEMBER 31,     DECEMBER 31,
                                                  1998             1998             1998             1998             1998
                                             --------------   --------------   --------------   --------------   -------------
<S>                                          <C>              <C>              <C>              <C>              <C>
Investment income:
 Income -- Dividends .....................     $  35,739           27,603           6,068              45             5,946
 Expenses -- Mortality and expense
   risk charges (note 3) .................        15,729           15,427             211               5               148
                                               ---------           ------           -----              --             -----
Net investment income ....................        20,010           12,176           5,857              40             5,798
                                               ---------           ------           -----              --             -----
Net realized and unrealized gain
 (loss) on investments:
 Net realized gain (loss) ................       (32,043)         (72,641)            322              --                 1
 Unrealized appreciation
   (depreciation) on investments .........        40,081           12,789          (4,823)            321            (2,958)
                                               ---------          -------          ------             ---            ------
Net realized and unrealized gain
 (loss) on investments ...................         8,038          (59,852)         (4,501)            321            (2,957)
                                               ---------          -------          ------             ---            ------
Increase (decrease) in net assets from
 operations ..............................     $  28,048          (47,676)          1,356             361             2,841
                                               =========          =======          ======             ===            ======
</TABLE>

                See accompanying notes to financial statements.

                                      A-21
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4

                 STATEMENTS OF CHANGES IN NET ASSETS, CONTINUED
                               DECEMBER 31, 1998



<TABLE>
<CAPTION>
                                                                           GE INVESTMENTS FUNDS, INC.
                                                 ------------------------------------------------------------------------------
                                                                     S&P 500                               GOVERNMENT
                                                                      INDEX                                SECURITIES
                                                                      FUND                                    FUND
                                                 ----------------------------------------------- ------------------------------
                                                                                                      PERIOD           YEAR
                                                                                                       ENDED          ENDED
                                                             YEAR ENDED DECEMBER 31,               DECEMBER 11,    DECEMBER 31,
                                                       1998           1997            1996             1997            1996
                                                 --------------- -------------- ---------------- ---------------- -------------
<S>                                              <C>             <C>            <C>              <C>              <C>
Increase (decrease) in net assets
From operations:
 Net investment income (expense) ...............  $   8,524,010     2,645,157       22,942,876         (147,796)    1,165,729
 Net realized gain (loss) ......................      8,830,544      (899,446)       1,510,464         (242,895)      (68,248)
 Unrealized appreciation
   (depreciation) on investments ...............     35,731,485    21,611,136      (16,204,375)         987,049      (995,503)
                                                  -------------    ----------      -----------         --------     ---------
Increase in net assets from operations .........     53,086,039    23,356,847        8,248,965          596,358       101,978
                                                  -------------    ----------      -----------         --------     ---------
From capital transactions:
 Net premiums ..................................     53,735,217    40,575,050       18,225,715        1,053,538     3,734,757
 Transfers (to) from the general
   account of Life of Virginia:
   Death benefits ..............................     (1,018,619)   (1,735,027)         (77,864)         (64,230)      (76,802)
   Surrenders ..................................    (11,869,972)   (3,415,596)      (1,079,082)        (666,510)     (492,750)
   Administrative expense (note 3) .............       (193,962)     (102,362)         (45,091)         (18,501)      (21,731)
   Transfer gain (loss) and transfer
    fees .......................................        623,320        (4,503)           7,463          (36,688)        8,420
 Transfers (to) from the Guarantee
   Account (note 1) ............................     40,155,936    14,747,561        3,139,208          827,432       135,548
 Interfund transfers ...........................     20,883,117    24,135,903        5,665,381      (14,821,369)      (65,339)
                                                  -------------    ----------      -----------      -----------     ---------
Increase (decrease) in net assets from
 capital transactions ..........................    102,315,037    74,201,026       25,835,730      (13,726,328)    3,222,103
                                                  -------------    ----------      -----------      -----------     ---------
Increase (decrease) in net assets ..............    155,401,076    97,557,873       34,084,695      (13,129,970)    3,324,081
Net assets at beginning of year ................    153,426,324    55,868,451       21,783,756       13,129,970     9,805,889
                                                  -------------    ----------      -----------      -----------     ---------
Net assets at end of year ......................  $ 308,827,400   153,426,324       55,868,451               --    13,129,970
                                                  =============   ===========      ===========      ===========    ==========
</TABLE>



                                      A-22
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4


                 STATEMENTS OF CHANGES IN NET ASSETS, CONTINUED
                               DECEMBER 31, 1998



<TABLE>
<CAPTION>
                                         GE INVESTMENTS FUNDS, INC. (CONTINUED)
                                     -----------------------------------------------
                                                    MONEY MARKET FUND
                                     -----------------------------------------------
                                                 YEAR ENDED DECEMBER 31,
                                           1998            1997            1996
                                     --------------- --------------- ---------------
<S>                                  <C>             <C>             <C>
Increase (decrease) in net assets
From operations:
 Net investment income
   (expense) .......................  $   6,916,677      4,205,545       4,224,053
 Net realized gain (loss) ..........        545,381     (4,421,730)      1,686,452
 Unrealized appreciation
   (depreciation) on
   investments .....................       (545,381)     4,383,879      (2,984,484)
                                      -------------     ----------      ----------
Increase in net assets from
 operations ........................      6,916,677      4,167,694       2,926,021
                                      -------------     ----------      ----------
From capital transactions:
 Net premiums ......................    103,629,024    107,140,555     153,728,177
 Transfers (to) from the
   general account of Life of
   Virginia:
   Death benefits ..................     (4,961,886)    (1,753,311)       (781,386)
   Surrenders ......................    (46,255,514)   (18,383,973)     (8,255,412)
   Administrative expense
    (note 3) .......................       (222,910)      (134,339)        (78,769)
   Transfer gain (loss) and
    transfer fees ..................      6,222,666       (130,614)         28,173
 Transfers (to) from the
   Guarantee Account
   (note 1) ........................     24,299,736     10,195,112       4,298,099
 Interfund transfers ...............      5,214,444    (67,593,593)    (93,981,321)
                                      -------------    -----------     -----------
Increase (decrease) in net assets
 from capital transactions .........     87,925,560     29,339,837      54,957,561
                                      -------------    -----------     -----------
Increase (decrease) in net
 assets ............................     94,842,237     33,507,531      57,883,582
Net assets at beginning of year.....    123,694,704     90,187,173       2,200,980
                                      -------------    -----------     -----------
Net assets at end of year ..........  $ 218,536,941    123,694,704      60,084,562
                                      =============    ===========     ===========



<CAPTION>
                                         GE INVESTMENTS FUNDS, INC. (CONTINUED)
                                     -----------------------------------------------
                                                    TOTAL RETURN FUND
                                     -----------------------------------------------
                                                 YEAR ENDED DECEMBER 31,
                                           1998            1997            1996
                                     --------------- --------------- ---------------
<S>                                  <C>             <C>             <C>
Increase (decrease) in net assets
From operations:
 Net investment income
   (expense) .......................     2,668,826       5,602,393       8,962,291
 Net realized gain (loss) ..........      (144,205)       (454,827)        614,446
 Unrealized appreciation
   (depreciation) on
   investments .....................     5,408,858         657,828      (6,827,262)
                                         ---------       ---------      ----------
Increase in net assets from
 operations ........................     7,933,479       5,805,394       2,749,475
                                         ---------       ---------      ----------
From capital transactions:
 Net premiums ......................     7,103,374       5,641,626       8,515,814
 Transfers (to) from the
   general account of Life of
   Virginia:
   Death benefits ..................      (336,462)       (271,179)       (153,153)
   Surrenders ......................    (3,264,071)     (2,558,265)       (946,894)
   Administrative expense
    (note 3) .......................       (63,853)        (60,731)        (51,588)
   Transfer gain (loss) and
    transfer fees ..................        76,515         (15,082)        (69,616)
 Transfers (to) from the
   Guarantee Account
   (note 1) ........................     9,157,868       2,622,768         919,901
 Interfund transfers ...............       974,377        (231,875)         75,151
                                        ----------      ----------      ----------
Increase (decrease) in net assets
 from capital transactions .........    13,647,748       5,127,262       8,289,615
                                        ----------      ----------      ----------
Increase (decrease) in net
 assets ............................    21,581,227      10,932,656      11,039,090
Net assets at beginning of year.....    44,527,117      33,594,461      22,555,371
                                        ----------      ----------      ----------
Net assets at end of year ..........    66,108,344      44,527,117      33,594,461
                                        ==========      ==========      ==========
</TABLE>



                                      A-23
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4


                STATEMENTS OF CHANGES IN NET ASSETS, CONTINUED
                               DECEMBER 31, 1998



<TABLE>
<CAPTION>
                                                              GE INVESTMENTS FUNDS, INC. (CONTINUED)
                                          ------------------------------------------------------------------------------
                                                    INTERNATIONAL EQUITY FUND             REAL ESTATE SECURITIES FUND
                                          --------------------------------------------- --------------------------------
                                                     YEAR ENDED DECEMBER 31,                YEAR ENDED DECEMBER 31,
                                                1998            1997           1996           1998             1997
                                          --------------- --------------- ------------- ---------------- ---------------
<S>                                       <C>             <C>             <C>           <C>              <C>
Increase (decrease) in net assets
From operations:
 Net investment income ..................  $  1,294,582       2,572,712       999,110        3,136,084       5,164,666
 Net realized gain (loss) ...............       441,842         665,649        86,537         (878,569)      2,710,582
 Unrealized appreciation
   (depreciation) on
   investments ..........................     2,296,938      (1,565,382)      (11,119)     (12,908,191)     (1,305,117)
                                           ------------      ----------       -------      -----------      ----------
Increase (decrease) in net assets
 from operations ........................     4,033,362       1,672,979     1,074,528      (10,650,676)      6,570,131
                                           ------------      ----------     ---------      -----------      ----------
 Net premiums ...........................       985,487       1,854,537     2,563,735        5,008,291      10,679,221
 Transfers (to) from the general
   account of Life of Virginia:
   Death benefits .......................       (49,268)         (2,360)       (3,522)        (182,572)        (18,462)
   Surrenders ...........................      (558,600)       (349,063)     (103,501)      (1,142,178)       (654,786)
   Administrative expense
    (note 3) ............................       (13,254)        (10,458)       (6,060)         (30,467)        (19,846)
   Transfer gain and transfer
    fees ................................      (258,988)         49,348       (92,027)        (443,138)        122,915
   Capital contribution .................            --              --    10,925,561               --              --
 Transfers from the Guarantee
   Account (note 1) .....................     1,469,927       1,095,648       557,466        6,836,059       4,443,497
 Interfund transfers ....................    (1,665,448)        664,758     1,263,184       (5,533,571)      5,849,780
                                           ------------      ----------    ----------      -----------      ----------
Increase (decrease) in net assets
 from capital transactions ..............       (90,144)      3,302,410    15,104,836        4,512,424      20,402,319
                                           ------------      ----------    ----------      -----------      ----------
Increase (decrease) in net assets .......     3,943,218       4,975,389    16,179,364       (6,138,252)     26,972,450
Net assets at beginning of
 period .................................    22,876,533      17,901,144     1,721,780       52,683,797      25,711,347
                                           ------------      ----------    ----------      -----------      ----------
Net assets at end of period .............  $ 26,819,751      22,876,533    17,901,144       46,545,545      52,683,797
                                           ============      ==========    ==========      ===========      ==========



<CAPTION>
                                           REAL ESTATE
                                            SECURITIES
                                               FUND
                                          --------------
                                            YEAR ENDED
                                           DECEMBER 31,
                                               1996
                                          --------------
<S>                                       <C>
Increase (decrease) in net assets
From operations:
 Net investment income ..................    1,578,261
 Net realized gain (loss) ...............      299,159
 Unrealized appreciation
   (depreciation) on
   investments ..........................    4,059,521
                                             ---------
Increase (decrease) in net assets
 from operations ........................    5,936,941
                                             ---------
 Net premiums ...........................    2,949,990
 Transfers (to) from the general
   account of Life of Virginia:
   Death benefits .......................           --
   Surrenders ...........................      (41,760)
   Administrative expense
    (note 3) ............................       (3,136)
   Transfer gain and transfer
    fees ................................     (107,856)
   Capital contribution .................           --
 Transfers from the Guarantee
   Account (note 1) .....................      539,647
 Interfund transfers ....................    4,063,439
                                             ---------
Increase (decrease) in net assets
 from capital transactions ..............    7,400,324
                                             ---------
Increase (decrease) in net assets .......   13,337,265
Net assets at beginning of
 period .................................   12,374,082
                                            ----------
Net assets at end of period .............   25,711,347
                                            ==========
</TABLE>



                                      A-24
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4


                 STATEMENTS OF CHANGES IN NET ASSETS, CONTINUED
                               DECEMBER 31, 1998



<TABLE>
<CAPTION>
                                                GE INVESTMENTS FUNDS, INC. (CONTINUED)
                                      -----------------------------------------------------------
                                           GLOBAL INCOME FUND             VALUE EQUITY FUND
                                      ----------------------------- -----------------------------
                                                       PERIOD FROM                   PERIOD FROM
                                           YEAR          MAY 1,          YEAR          MAY 1,
                                           ENDED         1997 TO         ENDED         1997 TO
                                       DECEMBER 31,   DECEMBER 31,   DECEMBER 31,   DECEMBER 31,
                                           1998           1997           1998           1997
                                      -------------- -------------- -------------- --------------
<S>                                   <C>            <C>            <C>            <C>
Increase (decrease) in net assets
From operations:
 Net investment income ..............   $  526,279    $   297,690        770,580        104,481
 Net realized gain (loss) ...........       96,320          2,417        576,810        357,048
 Unrealized appreciation
   (depreciation) on
   investments ......................      337,555       (124,348)      (292,099)       885,799
                                        ----------    -----------       --------        -------
Increase (decrease) in net assets
 from operations ....................      960,154        175,759      1,055,291      1,347,328
                                        ----------    -----------      ---------      ---------
 Net premiums .......................      600,772        198,123      9,579,320      3,244,942
 Transfers (to) from the
   general account of Life of
   Virginia:
   Death benefits ...................           --             --        (25,562)        (1,960)
   Surrenders .......................      (63,958)        (5,701)    (1,731,724)       (75,503)
   Administrative expense
    (note 3) ........................           --           (209)       (18,611)        (1,938)
   Transfer gain and transfer
    fees ............................       (1,623)          (472)     1,014,745         15,109
   Capital contribution .............       45,130      5,000,000             --      3,000,000
 Transfers from the Guarantee
   Account (note 1) .................      986,575        234,749      8,817,658      2,034,025
 Interfund transfers ................    1,028,376        513,049      4,550,014      6,338,005
                                        ----------    -----------     ----------      ---------
Increase (decrease) in net assets
 from capital transactions ..........    2,595,272      5,939,539     22,185,840     14,552,680
                                        ----------    -----------     ----------     ----------
Increase (decrease) in net
 assets .............................    3,555,426      6,115,298     23,241,131     15,900,008
Net assets at beginning of
 period .............................    6,115,298             --     15,900,008             --
                                        ----------    -----------     ----------     ----------
Net assets at end of period .........   $9,670,724      6,115,298     39,141,139     15,900,008
                                        ==========    ===========     ==========     ==========



<CAPTION>
                                        GE INVESTMENTS FUNDS, INC. (CONTINUED)
                                      -------------------------------------------
                                                                         U.S.
                                                                        EQUITY
                                               INCOME FUND               FUND
                                      ----------------------------- -------------
                                                       PERIOD FROM   PERIOD FROM
                                           YEAR       DECEMBER 12,      MAY 4,
                                           ENDED         1997 TO       1998 TO
                                       DECEMBER 31,   DECEMBER 31,   DECEMBER 31,
                                           1998           1997           1998
                                      -------------- -------------- -------------
<S>                                   <C>            <C>            <C>
Increase (decrease) in net assets
From operations:
 Net investment income ..............  $ 1,571,415         43,837        46,070
 Net realized gain (loss) ...........      335,927         (6,710)        9,452
 Unrealized appreciation
   (depreciation) on
   investments ......................     (245,492)       (12,199)      153,754
                                         ---------        -------       -------
Increase (decrease) in net assets
 from operations ....................    1,661,850         24,928       209,276
                                         ---------        -------       -------
 Net premiums .......................    1,921,255         19,521       864,801
 Transfers (to) from the
   general account of Life of
   Virginia:
   Death benefits ...................     (145,003)            --            --
   Surrenders .......................   (1,961,475)       (59,137)       (8,236)
   Administrative expense
    (note 3) ........................      (34,884)        (2,414)         (374)
   Transfer gain and transfer
    fees ............................     (172,635)          (467)        4,703
   Capital contribution .............           --             --            --
 Transfers from the Guarantee
   Account (note 1) .................    4,132,905         52,096       500,876
 Interfund transfers ................    6,911,104     21,976,333       629,934
                                        ----------     ----------       -------
Increase (decrease) in net assets
 from capital transactions ..........   10,651,267     21,985,932     1,991,704
                                        ----------     ----------     ---------
Increase (decrease) in net
 assets .............................   12,313,117     22,010,860     2,200,980
Net assets at beginning of
 period .............................   22,010,860             --            --
                                        ----------     ----------     ---------
Net assets at end of period .........   34,323,977     22,010,860     2,200,980
                                        ==========     ==========     =========
</TABLE>



                                      A-25
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4


                STATEMENTS OF CHANGES IN NET ASSETS, CONTINUED
                               DECEMBER 31, 1998



<TABLE>
<CAPTION>
                                                                       OPPENHEIMER VARIABLE ACCOUNT FUNDS
                                                 ------------------------------------------------------------------------------
                                                           MONEY FUND                              BOND FUND
                                                 ------------------------------ -----------------------------------------------
                                                     PERIOD           YEAR
                                                      ENDED          ENDED
                                                  DECEMBER 11,    DECEMBER 31,              YEAR ENDED DECEMBER 31,
                                                      1997            1996            1998            1997            1996
                                                 -------------- --------------- --------------- --------------- ---------------
<S>                                              <C>            <C>             <C>             <C>             <C>
Increase (decrease) in net assets
From operations:
 Net investment income .........................  $     84,803        134,874         696,844       1,822,818       1,437,401
 Net realized gain .............................            --             --         557,479         187,695         106,242
 Unrealized appreciation
   (depreciation) on investments ...............            --             --       1,205,533         663,371        (442,815)
                                                  ------------        -------       ---------       ---------       ---------
Increase in net assets from operations .........        84,803        134,874       9,138,791       2,673,884       1,100,828
                                                  ------------        -------       ---------       ---------       ---------
From capital transactions:
 Net premiums ..................................           440          1,000       6,231,291       3,472,666       6,447,661
 Transfers (to) from the general
   account of Life of Virginia:
   Death benefits ..............................            --        (25,650)       (410,382)       (234,610)       (255,232)
   Surrenders ..................................            --       (248,877)     (4,432,337)     (2,350,488)     (1,174,644)
   Administrative expense (note 3) .............            --         (7,741)        (55,996)        (53,814)        (47,633)
   Transfer gain (loss) and transfer
    fees .......................................        (4,611)        (6,711)        (86,859)        (12,509)         15,212
 Transfers (to) from the Guarantee
   Account (note 1) ............................        (9,897)       (72,686)      8,638,887       3,535,189       1,424,034
 Interfund transfers ...........................    (2,736,806)    (1,858,335)     10,655,917       1,076,424       1,248,636
                                                  ------------     ----------      ----------      ----------      ----------
Increase (decrease) in net assets from
 capital transactions ..........................    (2,750,874)    (2,219,000)     20,540,521       5,432,858       7,658,034
                                                  ------------     ----------      ----------      ----------      ----------
Increase (decrease) in net assets ..............    (2,666,071)    (2,084,126)     29,679,312       8,106,742       8,758,862
Net assets at beginning of year ................     2,750,676      4,834,802      39,745,683      31,638,941      22,880,079
                                                  ------------     ----------      ----------      ----------      ----------
Net assets at end of year ......................  $         --      2,750,676      69,424,995      39,745,683      31,638,941
                                                  ============     ==========      ==========      ==========      ==========
</TABLE>



                                      A-26
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4


                STATEMENTS OF CHANGES IN NET ASSETS, CONTINUED
                               DECEMBER 31, 1998



<TABLE>
<CAPTION>
                                                             OPPENHEIMER VARIABLE ACCOUNT FUNDS (CONTINUED)
                                      --------------------------------------------------------------------------------------------
                                                CAPITAL APPRECIATION FUND                             GROWTH FUND
                                      ---------------------------------------------- ---------------------------------------------
                                                 YEAR ENDED DECEMBER 31,                        YEAR ENDED DECEMBER 31,
                                            1998            1997           1996            1998           1997           1996
                                      ---------------- -------------- -------------- --------------- -------------- --------------
<S>                                   <C>              <C>            <C>            <C>             <C>            <C>
Increase (decrease) in net assets
From operations:
 Net investment income ..............  $   3,259,314      5,840,622      4,562,994      12,397,835      3,539,022      2,510,530
 Net realized gain ..................     19,896,478      6,868,228      6,301,279      19,777,101      5,826,603      1,959,742
 Unrealized appreciation
   (depreciation) on
   investments ......................       (396,149)     5,927,622      7,478,382         922,343     11,621,155      5,568,726
                                       -------------      ---------      ---------      ----------     ----------      ---------
Increase in net assets from
 operations .........................     22,759,643     18,636,472     18,342,655      33,097,279     20,986,780     10,038,998
                                       -------------     ----------     ----------      ----------     ----------     ----------
From capital transactions:
 Net premiums .......................      9,377,106     25,418,900     35,523,585      17,725,498     31,719,458     15,322,231
 Transfers (to) from the
   general account of Life of
   Virginia:
   Death benefits ...................       (796,601)      (450,528)      (577,949)       (894,216)      (350,617)      (246,052)
   Surrenders .......................    (11,332,990)    (7,755,383)    (5,679,609)     (9,299,680)    (5,238,134)    (1,802,707)
   Administrative expense
    (note 3) ........................       (280,687)      (291,649)      (237,053)       (184,119)      (138,883)       (79,593)
   Transfer gain (loss) and
    transfer fees ...................     (1,028,582)       (53,714)      (234,268)         (3,882)       (28,403)        (9,390)
 Transfers (to) from the
   Guarantee Account
   (note 1) .........................     11,708,764     13,461,161      5,093,547      17,267,813     12,928,357      2,323,647
 Interfund transfers ................    (20,227,182)        37,796     16,982,928      (7,357,815)    11,277,889      8,265,699
                                       -------------     ----------     ----------      ----------     ----------     ----------
Increase (decrease) in net assets
 from capital transactions ..........    (12,580,172)    30,366,583     50,871,181      17,253,599     50,169,667     23,773,835
                                       -------------     ----------     ----------      ----------     ----------     ----------
Increase (decrease) in net
 assets .............................     10,179,471     49,003,055     69,213,836      50,350,878     71,156,447     33,812,833
Net assets at beginning
 of year ............................    207,847,236    158,844,181     89,630,345     139,015,816     67,859,369     34,046,536
                                       -------------    -----------     ----------     -----------     ----------     ----------
Net assets at end of year ...........  $ 218,026,707    207,847,236    158,844,181     189,366,694    139,015,816     67,859,369
                                       =============    ===========    ===========     ===========    ===========     ==========
</TABLE>



                                      A-27
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4


                 STATEMENTS OF CHANGES IN NET ASSETS, CONTINUED
                               DECEMBER 31, 1998



<TABLE>
<CAPTION>
                                           OPPENHEIMER VARIABLE ACCOUNT FUNDS (CONTINUED)
                                           ----------------------------------------------
                                                         HIGH INCOME FUND
                                           ---------------------------------------------
                                                      YEAR ENDED DECEMBER 31,
                                                 1998           1997           1996
                                           --------------- -------------- --------------
<S>                                        <C>             <C>            <C>
Increase (decrease) in net assets
From operations:
 Net investment income ...................  $   5,360,707     7,741,474      5,561,338
 Net realized gain (loss) ................        (99,049)    1,298,149        763,575
 Unrealized appreciation
   (depreciation) on investments .........     (7,301,468)    2,089,422      2,079,281
                                            -------------     ---------      ---------
Increase (decrease) in net assets from
 operations ..............................     (2,039,810)   11,129,045      8,404,194
                                            -------------    ----------      ---------
From capital transactions:
 Net premiums ............................     13,886,757    21,931,355     22,356,655
 Transfers (to) from the general
   account of Life of Virginia:
   Death benefits ........................     (1,060,654)     (689,590)      (693,092)
   Surrenders ............................    (10,775,891)   (5,920,831)    (2,655,530)
   Administrative expense (note 3) .......       (189,819)     (139,006)      (100,320)
   Transfer gain (loss) and transfer
    fees .................................       (612,294)     (112,330)       (25,953)
 Transfers (to) from the Guarantee
   Account (note 1) ......................     20,861,727    12,750,648      3,777,050
 Interfund transfers .....................     (4,351,060)   23,573,698      9,730,803
                                            -------------    ----------     ----------
Increase in net assets from capital
 transactions ............................     17,758,766    51,393,944     32,389,613
                                            -------------    ----------     ----------
Increase in net assets ...................     15,718,956    62,522,989     40,793,807
Net assets at beginning of year ..........    148,285,626    85,762,637     44,968,830
                                            -------------    ----------     ----------
Net assets at end of year ................  $ 164,004,582   148,285,626     85,762,637
                                            =============   ===========     ==========



<CAPTION>
                                           OPPENHEIMER VARIABLE ACCOUNT FUNDS (CONTINUED)
                                           -----------------------------------------------
                                                      MULTIPLE STRATEGIES FUND
                                           -----------------------------------------------
                                                       YEAR ENDED DECEMBER 31,
                                                 1998            1997            1996
                                           --------------- --------------- ---------------
<S>                                        <C>             <C>             <C>
Increase (decrease) in net assets
From operations:
 Net investment income ...................     3,799,319       3,690,801       2,771,962
 Net realized gain (loss) ................     1,712,582       1,435,981         701,256
 Unrealized appreciation
   (depreciation) on investments .........    (1,662,556)      4,025,778       2,786,345
                                              ----------       ---------       ---------
Increase (decrease) in net assets from
 operations ..............................     3,849,345       9,152,560       6,259,563
                                              ----------       ---------       ---------
From capital transactions:
 Net premiums ............................     5,911,134       9,089,218       8,520,761
 Transfers (to) from the general
   account of Life of Virginia:
   Death benefits ........................      (527,685)       (332,263)       (389,751)
   Surrenders ............................    (6,115,145)     (4,493,985)     (2,097,537)
   Administrative expense (note 3) .......      (118,214)       (119,442)       (104,392)
   Transfer gain (loss) and transfer
    fees .................................      (298,427)         (8,995)        (27,395)
 Transfers (to) from the Guarantee
   Account (note 1) ......................     8,281,940       4,101,390       1,507,791
 Interfund transfers .....................    (3,251,940)        516,158         198,943
                                              ----------      ----------      ----------
Increase in net assets from capital
 transactions ............................     3,881,663       8,752,081       7,608,420
                                              ----------      ----------      ----------
Increase in net assets ...................     7,731,008      17,904,641      13,867,983
Net assets at beginning of year ..........    72,023,553      54,118,912      40,250,929
                                              ----------      ----------      ----------
Net assets at end of year ................    79,754,561      72,023,553      54,118,912
                                              ==========      ==========      ==========
</TABLE>



                                      A-28
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4


                STATEMENTS OF CHANGES IN NET ASSETS, CONTINUED
                               DECEMBER 31, 1998



<TABLE>
<CAPTION>
                                                                          VARIABLE INSURANCE PRODUCTS FUND
                                                      ------------------------------------------------------------------------
                                                            MONEY MARKET PORTFOLIO                HIGH INCOME PORTFOLIO
                                                      -----------------------------------   ----------------------------------
                                                           PERIOD              YEAR              PERIOD              YEAR
                                                            ENDED              ENDED              ENDED             ENDED
                                                        DECEMBER 11,       DECEMBER 31,       DECEMBER 11,       DECEMBER 31,
                                                            1997               1996               1997               1996
                                                      ----------------   ----------------   ----------------   ---------------
<S>                                                   <C>                <C>                <C>                <C>
Increase (decrease) in net assets
From operations:
 Net investment income ............................    $     630,902          1,272,122          1,653,064         2,447,710
 Net realized gain ................................               --                 --          4,673,705           479,085
 Unrealized appreciation (depreciation) on
   investments ....................................               --                 --         (2,814,608)          308,688
                                                       -------------          ---------         ----------         ---------
Increase in net assets from operations ............          630,902          1,272,122          3,512,161         3,235,483
                                                       -------------          ---------         ----------         ---------
From capital transactions:
 Net premiums .....................................          (28,472)           117,921              8,207          (248,987)
 Transfers (to) from the general account of
   Life of Virginia:
   Death benefits .................................         (193,170)          (458,667)           (66,792)          (33,131)
   Surrenders .....................................       (1,206,916)        (2,213,343)        (2,281,288)       (1,859,776)
   Administrative expense (note 3) ................          (39,130)           (65,257)           (46,012)          (54,571)
   Transfer gain (loss) and transfer fees .........           86,971           (204,381)           (18,007)          (14,545)
 Transfers (to) from the Guarantee Account
   (note 1) .......................................          (27,901)          (661,457)           (23,044)         (109,624)
 Interfund transfers ..............................      (21,205,932)       (23,959,305)       (25,886,326)       (7,008,575)
                                                       -------------        -----------        -----------        ----------
Increase (decrease) in net assets from capital
 transactions .....................................      (22,614,550)       (27,444,489)       (28,313,262)       (9,329,209)
                                                       -------------        -----------        -----------        ----------
Increase (decrease) in net assets .................      (21,983,648)       (26,172,367)       (24,801,101)       (6,093,726)
Net assets at beginning of year ...................       21,983,648         48,156,015         24,801,101        30,894,827
                                                       -------------        -----------        -----------        ----------
Net assets at end of year .........................    $          --         21,983,648                 --        24,801,101
                                                       =============        ===========        ===========        ==========
</TABLE>



                                      A-29
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4


                 STATEMENTS OF CHANGES IN NET ASSETS, CONTINUED
                               DECEMBER 31, 1998



<TABLE>
<CAPTION>
                                        VARIABLE INSURANCE PRODUCTS FUND (CONTINUED)
                                      -------------------------------------------------
                                                   EQUITY-INCOME PORTFOLIO
                                      -------------------------------------------------
                                                   YEAR ENDED DECEMBER 31,
                                            1998             1997             1996
                                      ---------------- ---------------- ---------------
<S>                                   <C>              <C>              <C>
Increase (decrease) in net assets
From operations:
 Net investment income ..............  $  31,720,678    $   35,860,097      8,352,818
 Net realized gain ..................     40,058,923        15,417,526      9,394,625
 Unrealized appreciation
   (depreciation) on
   investments ......................     (9,194,909)       65,899,106     23,601,942
                                       -------------    --------------     ----------
Increase in net assets from
 operations .........................     62,584,692       117,176,729     41,349,385
                                       -------------    --------------     ----------
From capital transactions:
 Net premiums .......................     46,774,052        78,673,490     91,217,558
 Transfers (to) from the
   general account of Life of
   Virginia:
   Death benefits ...................     (3,800,272)       (3,144,602)    (2,317,929)
   Surrenders .......................    (39,388,010)      (22,544,378)   (12,923,609)
   Administrative expense
    (note 3) ........................       (787,804)         (744,663)      (565,181)
   Transfer gain (loss) and
    transfer fees ...................     (4,002,591)         (156,609)       (81,577)
 Transfers (to) from the
   Guarantee Account
   (note 1) .........................     49,734,168        34,236,802     14,669,920
 Interfund transfers ................    (32,464,680)        4,787,401     12,688,430
                                       -------------    --------------    -----------
Increase (decrease) in net assets
 from capital transactions ..........     16,064,863        91,107,441    102,687,612
                                       -------------    --------------    -----------
Increase (decrease) in net
 assets .............................     78,649,555       208,284,170    144,036,997
Net assets at beginning
 of year ............................    613,582,772       405,298,602    261,261,605
                                       -------------    --------------    -----------
Net assets at end of year ...........  $ 692,232,327       613,582,772    405,298,602
                                       =============    ==============    ===========



<CAPTION>
                                       VARIABLE INSURANCE PRODUCTS FUND (CONTINUED)
                                      -----------------------------------------------
                                                     GROWTH PORTFOLIO
                                      -----------------------------------------------
                                                  YEAR ENDED DECEMBER 31,
                                            1998            1997            1996
                                      --------------- --------------- ---------------
<S>                                   <C>             <C>             <C>
Increase (decrease) in net assets
From operations:
 Net investment income ..............    39,280,926       5,677,010      11,069,102
 Net realized gain ..................    17,030,101      14,576,544       9,229,819
 Unrealized appreciation
   (depreciation) on
   investments ......................    58,825,099      34,536,532       6,990,625
                                         ----------      ----------      ----------
Increase in net assets from
 operations .........................   115,136,126      54,790,086      27,289,546
                                        -----------      ----------      ----------
From capital transactions:
 Net premiums .......................    15,214,848      19,742,111      40,351,417
 Transfers (to) from the
   general account of Life of
   Virginia:
   Death benefits ...................    (2,191,698)     (1,127,415)     (1,395,457)
   Surrenders .......................   (23,927,419)    (15,488,583)     (8,362,725)
   Administrative expense
    (note 3) ........................      (510,394)       (502,085)       (441,506)
   Transfer gain (loss) and
    transfer fees ...................    (1,467,259)        (84,076)       (243,398)
 Transfers (to) from the
   Guarantee Account
   (note 1) .........................     9,000,692       9,277,787       7,334,280
 Interfund transfers ................    (8,701,771)     (3,139,585)     (3,259,632)
                                        -----------     -----------      ----------
Increase (decrease) in net assets
 from capital transactions ..........   (12,583,001)      8,678,154      33,982,979
                                        -----------     -----------      ----------
Increase (decrease) in net
 assets .............................   102,553,125      63,468,240      61,272,525
Net assets at beginning
 of year ............................   315,013,607     251,545,367     190,272,842
                                        -----------     -----------     -----------
Net assets at end of year ...........   417,566,732     315,013,607     251,545,367
                                        ===========     ===========     ===========
</TABLE>



                                      A-30
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4


                 STATEMENTS OF CHANGES IN NET ASSETS, CONTINUED
                               DECEMBER 31, 1998



<TABLE>
<CAPTION>
                                        VARIABLE INSURANCE PRODUCTS FUND (CONTINUED)
                                       ----------------------------------------------
                                                     OVERSEAS PORTFOLIO
                                       ----------------------------------------------
                                                  YEAR ENDED DECEMBER 31,
                                             1998            1997           1996
                                       --------------- --------------- --------------
<S>                                    <C>             <C>             <C>
Increase (decrease) in net assets
From operations:
 Net investment income
  (expense) ..........................  $   7,055,630      7,902,090      1,063,898
 Net realized gain ...................     12,998,779      6,802,686      2,693,770
 Unrealized appreciation
  (depreciation) on investments.......     (6,292,784)    (3,387,543)     7,585,836
                                        -------------     ----------      ---------
Increase in net assets from
 operations ..........................     13,761,625     11,317,233     11,343,504
                                        -------------     ----------     ----------
From capital transactions:
 Net premiums ........................      1,843,855      5,009,263     11,020,984
 Transfers (to) from the general
  account of Life of Virginia:
  Death benefits .....................       (439,740)      (527,674)      (528,522)
  Surrenders .........................     (6,306,537)    (5,102,924)    (3,972,175)
  Administrative expense
    (note 3) .........................       (183,116)      (220,173)      (214,759)
  Transfer gain (loss) and
    transfer fees ....................     (1,416,329)       (38,435)       (85,300)
 Transfers (to) from Guarantee
   Account (note 1) ..................      2,209,192      3,378,950      3,116,987
 Interfund transfers .................    (14,310,296)   (12,846,872)    (4,620,473)
                                        -------------    -----------     ----------
Increase (decrease) in net assets
 from capital transactions ...........    (18,602,971)   (10,347,865)     4,716,742
                                        -------------    -----------     ----------
Increase (decrease) in net assets ....     (4,841,346)       969,368     16,060,246
Net assets at beginning of period ....    108,304,621    107,335,253     91,275,007
                                        -------------    -----------     ----------
Net assets at end of period ..........  $ 103,463,275    108,304,621    107,335,253
                                        =============    ===========    ===========



<CAPTION>
                                             VARIABLE INSURANCE PRODUCTS FUND II
                                       -----------------------------------------------
                                                   ASSET MANAGER PORTFOLIO
                                       -----------------------------------------------
                                                   YEAR ENDED DECEMBER 31,
                                             1998            1997            1996
                                       --------------- --------------- ---------------
<S>                                    <C>             <C>             <C>
Increase (decrease) in net assets
From operations:
 Net investment income
  (expense) ..........................    55,400,077      47,434,844      23,741,639
 Net realized gain ...................    12,994,733       9,093,636       7,507,674
 Unrealized appreciation
  (depreciation) on investments.......    (5,404,033)     24,430,304      23,008,153
                                          ----------      ----------      ----------
Increase in net assets from
 operations ..........................    62,990,777      80,958,784      54,257,466
                                          ----------      ----------      ----------
From capital transactions:
 Net premiums ........................    10,264,331      12,956,133      15,580,792
 Transfers (to) from the general
  account of Life of Virginia:
  Death benefits .....................    (2,712,196)     (2,389,147)     (3,090,108)
  Surrenders .........................   (43,729,546)    (26,860,066)    (23,863,347)
  Administrative expense
    (note 3) .........................    (1,091,339)     (1,170,300)     (1,159,170)
  Transfer gain (loss) and
    transfer fees ....................    (6,077,325)     (5,281,252)     (2,150,299)
Transfers (to) from Guarantee
 Account (note 1) ....................     9,427,060       4,580,560       2,112,849
 Interfund transfers .................   (12,459,422)    (14,758,069)    (31,512,425)
                                         -----------     -----------     -----------
Increase (decrease) in net assets
 from capital transactions ...........   (46,378,437)    (32,922,141)    (44,081,708)
                                         -----------     -----------     -----------
Increase (decrease) in net assets ....    16,612,340      48,036,643      10,175,758
Net assets at beginning of period ....   483,874,812     435,838,169     425,662,411
                                         -----------     -----------     -----------
Net assets at end of period ..........   500,487,152     483,874,812     435,838,169
                                         ===========     ===========     ===========
</TABLE>



                                      A-31
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4


                 STATEMENTS OF CHANGES IN NET ASSETS, CONTINUED
                               DECEMBER 31, 1998



<TABLE>
<CAPTION>
                                                      VARIABLE INSURANCE
                                                 PRODUCTS FUND II (CONTINUED)
                                        ----------------------------------------------
                                                     CONTRAFUND PORTFOLIO
                                        ----------------------------------------------
                                                   YEAR ENDED DECEMBER 31,
                                              1998            1997           1996
                                        ---------------- -------------- --------------
<S>                                     <C>              <C>            <C>
Increase (decrease) in net assets
From operations:
 Net investment income
  (expense) ...........................  $  10,673,505      2,084,354       (688,227)
 Net realized gain ....................     14,314,697      9,468,307      2,738,082
 Unrealized appreciation
  (depreciation) on
  investments .........................     47,868,379     26,750,686     17,275,767
                                         -------------     ----------     ----------
Increase in net assets from
 operations ...........................     72,856,581     38,303,347     19,325,622
                                         -------------     ----------     ----------
From capital transactions:
 Net premiums .........................     25,285,801     39,049,020     41,520,289
 Transfers (to) from the general
  account of Life of Virginia:
  Death benefits ......................     (1,246,412)      (778,781)      (569,391)
  Surrenders ..........................    (13,148,361)    (7,578,528)    (3,409,236)
  Administrative expense
    (note 3) ..........................       (296,892)      (239,385)      (139,550)
  Transfer gain (loss) and
    transfer fees .....................       (122,549)        (1,813)        (6,491)
 Transfers (to) from Guarantee
  Account (note 1) ....................     25,805,412     20,874,655      8,894,897
 Interfund transfers ..................     (7,547,010)     9,642,188     15,486,630
                                         -------------     ----------     ----------
Increase (decrease) in net assets
 from capital transactions ............     28,729,989     60,967,356     61,777,148
                                         -------------     ----------     ----------
Increase (decrease) in net assets .....    101,586,570     99,270,703     81,102,770
Net assets at beginning
 of period ............................    242,137,396    142,866,693     61,763,923
                                         -------------    -----------     ----------
Net assets at end of period ...........  $ 343,723,966    242,137,396    142,866,693
                                         =============    ===========    ===========



<CAPTION>
                                                            VARIABLE INSURANCE
                                                       PRODUCTS FUND II (CONTINUED)
                                        ----------------------------------------------------------
                                                  GROWTH &                       GROWTH
                                              INCOME PORTFOLIO          OPPORTUNITIES PORTFOLIO
                                        ----------------------------- ----------------------------
                                                         PERIOD FROM                  PERIOD FROM
                                             YEAR          MAY 1,          YEAR          MAY 1,
                                             ENDED         1997 TO         ENDED        1997 TO
                                         DECEMBER 31,   DECEMBER 31,   DECEMBER 31,   DECEMBER 31,
                                             1998           1997           1998           1997
                                        -------------- -------------- -------------- -------------
<S>                                     <C>            <C>            <C>            <C>
Increase (decrease) in net assets
From operations:
 Net investment income
  (expense) ...........................     (317,406)       (53,296)       498,381       (69,440)
 Net realized gain ....................      983,225        103,153        378,467        67,071
 Unrealized appreciation
  (depreciation) on
  investments .........................    7,912,728        458,100      6,815,534     1,055,758
                                           ---------        -------      ---------     ---------
Increase in net assets from
 operations ...........................    8,578,547        507,957      7,692,382     1,053,389
                                           ---------        -------      ---------     ---------
From capital transactions:
 Net premiums .........................   13,303,380      5,782,503     10,151,968     6,759,512
 Transfers (to) from the general
  account of Life of Virginia:
  Death benefits ......................     (688,026)        (2,062)      (104,398)      (11,218)
  Surrenders ..........................   (1,264,908)      (116,741)    (1,515,091)     (178,411)
  Administrative expense
    (note 3) ..........................      (29,641)        (3,046)       (29,463)       (4,370)
  Transfer gain (loss) and
    transfer fees .....................      732,615        358,955        483,076           734
 Transfers (to) from Guarantee
  Account (note 1) ....................   10,185,026      2,665,501     10,705,328     2,684,605
 Interfund transfers ..................   10,322,368      6,515,155      9,164,481     6,783,534
                                          ----------      ---------     ----------     ---------
Increase (decrease) in net assets
 from capital transactions ............   32,560,814     15,200,265     28,855,901    16,034,386
                                          ----------     ----------     ----------    ----------
Increase (decrease) in net assets .....   41,139,361     15,708,222     36,548,283    17,087,775
Net assets at beginning
 of period ............................   15,708,222             --     17,087,775            --
                                          ----------     ----------     ----------    ----------
Net assets at end of period ...........   56,847,583     15,708,222     53,636,058    17,087,775
                                          ==========     ==========     ==========    ==========
</TABLE>



                                      A-32
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4


                 STATEMENTS OF CHANGES IN NET ASSETS, CONTINUED
                               DECEMBER 31, 1998



<TABLE>
<CAPTION>
                                               NEUBERGER & BERMAN ADVISERS
                                                    MANAGEMENT TRUST
                                             -------------------------------
                                                   BALANCED PORTFOLIO
                                             -------------------------------
                                                  PERIOD           YEAR
                                                   ENDED           ENDED
                                               DECEMBER 11,    DECEMBER 31,
                                                   1997            1996
                                             ---------------- --------------
<S>                                          <C>              <C>
Increase (decrease) in net assets
From operations:
 Net investment income .....................  $    1,655,053     4,845,109
 Net realized gain (loss) ..................       5,097,861       419,822
 Unrealized (depreciation) on
   investments .............................      (2,501,835)   (3,501,201)
                                              --------------    ----------
Increase in net assets from operations .....       4,251,079     1,763,730
                                              --------------    ----------
From capital transactions:
 Net premiums ..............................          (6,001)           --
 Transfers (to) from the general
   account of Life of Virginia:
   Death benefits ..........................        (126,435)     (191,199)
   Surrenders ..............................      (2,675,228)   (2,074,244)
   Administrative expense (note 3) .........         (71,576)      (82,124)
   Transfer gain (loss) and transfer
    fees ...................................         (78,959)      (12,205)
   Capital contribution ....................        (629,209)           --
 Transfers (to) from the Guarantee
   Account (note 1) ........................        (185,078)      (37,694)
 Interfund transfers .......................     (31,241,057)   (3,810,712)
                                              --------------    ----------
Decrease in net assets from capital
 transactions ..............................     (35,013,543)   (6,208,178)
                                              --------------    ----------
Decrease in net assets .....................     (30,762,464)   (4,444,448)
Net assets at beginning of year ............      30,762,464    35,206,912
                                              --------------    ----------
Net assets at end of year ..................  $           --    30,762,464
                                              ==============    ==========



<CAPTION>
                                                       NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
                                             ----------------------------------------------------------------
                                                     BOND PORTFOLIO                  GROWTH PORTFOLIO
                                             ------------------------------- --------------------------------
                                                  PERIOD           YEAR           PERIOD            YEAR
                                                   ENDED           ENDED           ENDED           ENDED
                                               DECEMBER 11,    DECEMBER 31,    DECEMBER 11,     DECEMBER 31,
                                                   1997            1996            1997             1996
                                             ---------------- -------------- ---------------- ---------------
<S>                                          <C>              <C>            <C>              <C>
Increase (decrease) in net assets
From operations:
 Net investment income .....................        450,958      1,079,940          770,860       1,006,044
 Net realized gain (loss) ..................         12,018       (136,701)       2,304,768         315,046
 Unrealized (depreciation) on
   investments .............................        (23,525)      (646,673)        (880,241)       (363,320)
                                                    -------      ---------        ---------       ---------
Increase in net assets from operations .....        439,451        296,566        2,195,387         957,770
                                                    -------      ---------        ---------       ---------
From capital transactions:
 Net premiums ..............................          1,800             --            6,456           4,370
 Transfers (to) from the general
   account of Life of Virginia:
   Death benefits ..........................       (196,037)      (225,838)         (58,098)        (56,431)
   Surrenders ..............................       (508,821)      (366,908)        (247,815)       (415,296)
   Administrative expense (note 3) .........        (15,911)       (24,278)         (22,353)        (25,172)
   Transfer gain (loss) and transfer
    fees ...................................        (11,476)        (9,665)          (2,057)        (10,420)
   Capital contribution ....................             --             --               --              --
 Transfers (to) from the Guarantee
   Account (note 1) ........................        (86,454)       (92,797)              --         (14,970)
 Interfund transfers .......................     (9,344,589)    (5,700,964)     (12,373,616)     (3,652,818)
                                                 ----------     ----------      -----------      ----------
Decrease in net assets from capital
 transactions ..............................    (10,161,488)    (6,420,450)     (12,697,483)     (4,170,737)
                                                -----------     ----------      -----------      ----------
Decrease in net assets .....................     (9,722,037)    (6,123,884)     (10,502,096)     (3,212,967)
Net assets at beginning of year ............      9,722,037     15,845,921       10,502,096      13,715,063
                                                -----------     ----------      -----------      ----------
Net assets at end of year ..................             --      9,722,037               --      10,502,096
                                                ===========     ==========      ===========      ==========
</TABLE>



                                      A-33
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4


                STATEMENTS OF CHANGES IN NET ASSETS, CONTINUED
                               DECEMBER 31, 1998



<TABLE>
<CAPTION>
                                                                 FEDERATED INVESTORS INSURANCE SERIES
                                      ------------------------------------------------------------------------------------------
                                                AMERICAN LEADERS FUND II                      HIGH INCOMEBOND FUND II
                                      -------------------------------------------- ---------------------------------------------
                                                                      PERIOD FROM
                                                                         MAY 6,
                                                                        1996 TO
                                         YEAR ENDED DECEMBER 31,      DECEMBER 31,            YEAR ENDED DECEMBER 31,
                                            1998           1997           1996           1998           1997           1996
                                      --------------- -------------- ------------- --------------- -------------- --------------
<S>                                   <C>             <C>            <C>           <C>             <C>            <C>
Increase (decrease) in net assets
From operations:
 Net investment income
   (expense) ........................  $  2,154,168            (86)        3,974         650,799        827,322        491,956
 Net realized gain ..................     1,333,508        544,140        29,680         901,146        630,351         31,769
 Unrealized appreciation
   (depreciation) on
   investments ......................     4,019,536      3,385,309       162,046        (615,798)     1,256,745        424,014
                                       ------------      ---------       -------        --------      ---------        -------
Increase in net assets from
 operations .........................     7,507,212      3,929,363       195,700         936,147      2,714,418        947,739
                                       ------------      ---------       -------        --------      ---------        -------
From capital transactions:
 Net premiums .......................    17,174,298     13,540,849     2,249,062       7,609,375      9,254,617      4,468,263
 Transfers (to) from the
   general account of
   Life of Virginia:
   Death benefits ...................      (702,585)       (91,917)           --        (420,052)      (120,443)       (42,084)
   Surrenders .......................    (2,256,129)      (423,567)      (28,376)     (3,031,255)      (861,128)      (428,701)
   Administrative expense
    (note 3) ........................       (47,545)       (11,789)         (522)        (34,940)       (18,435)        (5,233)
   Transfer gain (loss) and
    transfer fees ...................       404,576            791         4,221         650,014         (2,424)           (43)
 Transfers from the Guarantee
   Account (note 1) .................    15,132,233      4,966,466       146,563      12,815,682      4,882,888        670,397
 Interfund transfers ................     2,109,439      9,208,512     1,208,370      (1,253,689)     5,675,771      6,113,878
                                       ------------     ----------     ---------      ----------      ---------      ---------
Increase in net assets from
 capital transactions ...............    31,814,287     27,189,345     3,579,318      16,335,135     18,810,846     10,776,477
                                       ------------     ----------     ---------      ----------     ----------     ----------
Increase in net assets ..............    39,321,499     31,118,708     3,775,018      17,271,282     21,525,264     11,724,216
Net assets at beginning of
 period .............................    34,893,726      3,775,018            --      35,195,347     13,670,083      1,945,867
                                       ------------     ----------     ---------      ----------     ----------     ----------
Net assets at end of period .........  $ 74,215,225     34,893,726     3,775,018      52,466,629     35,195,347     13,670,083
                                       ============     ==========     =========      ==========     ==========     ==========
</TABLE>



                                      A-34
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4


                STATEMENTS OF CHANGES IN NET ASSETS, CONTINUED
                               DECEMBER 31, 1998



<TABLE>
<CAPTION>
                                                                    FEDERATED INVESTORS INSURANCE SERIES (CONTINUED)
                                                                                    UTILITY FUND II
                                                                   --------------------------------------------------
                                                                                YEAR ENDED DECEMBER 31,
                                                                         1998              1997             1996
                                                                   ---------------   ---------------   --------------
<S>                                                                <C>               <C>               <C>
Increase (decrease) in net assets
From operations:
 Net investment income (expense) ...............................     $ 1,659,412           719,879          523,302
 Net realized gain .............................................       1,730,044           731,431          336,527
 Unrealized appreciation (depreciation) on investments .........       1,205,055         4,302,272        1,113,241
Increase in net assets from operations .........................       4,594,511         5,753,582        1,973,070
From capital transactions:
 Net premiums ..................................................       5,300,423         3,510,754        7,032,730
 Transfers (to) from the general account of Life of Virginia:
   Death benefits ..............................................        (295,533)          (63,646)        (172,666)
   Surrenders ..................................................      (1,872,219)       (1,420,075)        (708,499)
   Administrative expense (note 3) .............................         (36,851)          (32,050)         (25,376)
   Transfer gain (loss) and transfer fees ......................        (738,016)           (1,043)          11,752
 Transfers from the Guarantee Account (note 1) .................       5,791,377         1,540,929        1,313,211
 Interfund transfers ...........................................       2,670,259        (1,399,267)         830,436
Increase in net assets from capital transactions ...............      10,819,440         2,135,602        8,281,588
Increase in net assets .........................................      15,413,951         7,889,184       10,254,658
Net assets at beginning of period ..............................      30,397,894        22,508,710       12,254,052
Net assets at end of period ....................................     $45,811,845        30,397,894       22,508,710
</TABLE>


                                      A-35
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4


                STATEMENTS OF CHANGES IN NET ASSETS, CONTINUED
                               DECEMBER 31, 1998



<TABLE>
<CAPTION>
                                                                            ALGER AMERICAN
                                      -------------------------------------------------------------------------------------------
                                                   SMALL CAP PORTFOLIO                            GROWTH PORTFOLIO
                                      --------------------------------------------- ---------------------------------------------
                                                 YEAR ENDED DECEMBER 31,                       YEAR ENDED DECEMBER 31,
                                            1998           1997           1996            1998           1997           1996
                                      --------------- -------------- -------------- --------------- -------------- --------------
<S>                                   <C>             <C>            <C>            <C>             <C>            <C>
Increase (decrease) in net assets
From operations:
 Net investment income
   (expense) ........................  $  9,502,870      1,245,506       (308,795)     12,980,763       (282,901)       309,982
 Net realized gain (loss) ...........       411,066        411,624       (122,299)      4,172,054      3,954,588        315,644
 Unrealized appreciation
   (depreciation) on
   investments ......................     2,406,527      4,016,910        (80,937)     20,408,775      8,095,163      2,224,353
                                       ------------      ---------       --------      ----------      ---------      ---------
Increase (decrease) in net assets
 from operations ....................    12,320,463      5,674,040       (512,031)     37,561,592     11,766,850      2,849,979
                                       ------------      ---------       --------      ----------     ----------      ---------
From capital transactions:
 Net premiums .......................     6,622,636     12,048,925     25,934,981      11,725,922     13,470,987     21,518,317
 Transfers (to) from the
   general account of
   Life of Virginia:
   Death benefits ...................      (459,998)      (296,448)      (167,439)       (663,235)      (317,671)       (22,815)
   Surrenders .......................    (3,709,013)    (1,974,869)      (837,016)     (5,345,156)    (2,065,182)      (539,265)
   Administrative expense
    (note 3) ........................       (83,804)       (69,752)       (32,819)        (89,422)       (68,206)       (26,996)
   Transfer gain (loss) and
    transfer fees ...................       246,716         20,656        (18,410)        (10,013)      (390,379)       (32,858)
 Transfers from the Guarantee
   Account (note 1) .................     8,384,117      9,339,897      5,067,731       9,961,009      6,594,835      3,628,084
 Interfund transfers ................    (2,794,548)     1,782,889     10,297,239       6,706,761     (1,557,814)    11,823,073
                                       ------------     ----------     ----------      ----------     ----------     ----------
Increase in net assets from
 capital transactions ...............     8,206,106     20,851,298     40,244,267      22,285,866     15,666,570     36,347,540
                                       ------------     ----------     ----------      ----------     ----------     ----------
Increase in net assets ..............    20,526,569     26,525,338     39,732,236      59,847,458     27,433,420     39,197,519
Net assets at beginning of
 period .............................    73,827,690     47,302,352      7,570,116      72,153,813     44,720,393      5,522,874
                                       ------------     ----------     ----------      ----------     ----------     ----------
Net assets at end of period .........  $ 94,354,259     73,827,690     47,302,352     132,001,271     72,153,813     44,720,393
                                       ============     ==========     ==========     ===========     ==========     ==========
</TABLE>



                                      A-36
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4


                STATEMENTS OF CHANGES IN NET ASSETS, CONTINUED
                               DECEMBER 31, 1998



<TABLE>
<CAPTION>
                                                                                 PBHG INSURANCE SERIES FUND
                                                              ----------------------------------------------------------------
                                                                 PBHG LARGE CAP PORTFOLIO          PBHG GROWTH II PORTFOLIO
                                                              -------------------------------   ------------------------------
                                                                                 PERIOD FROM                      PERIOD FROM
                                                                   YEAR            MAY 1,            YEAR            MAY 1,
                                                                   ENDED           1997 TO           ENDED          1997 TO
                                                               DECEMBER 31,     DECEMBER 31,     DECEMBER 31,     DECEMBER 31,
                                                                   1998             1997             1998             1997
                                                              --------------   --------------   --------------   -------------
<S>                                                           <C>              <C>              <C>              <C>
Increase (decrease) in net assets
From operations:
 Net investment income (expense) ..........................    $  (106,500)        (17,112)         (119,244)        (30,512)
 Net realized gain (loss) .................................        282,909          13,525          (281,878)          7,643
 Unrealized appreciation (depreciation) on
   investments ............................................      2,025,080         149,898         1,029,558         (89,829)
                                                                 ---------         -------         ---------         -------
Increase (decrease) in net assets from operations .........      2,201,489         146,311           628,436        (112,698)
                                                                 ---------         -------         ---------        --------
From capital transactions:
 Net premiums .............................................      2,342,871       1,239,113         1,855,144       3,502,382
 Transfers (to) from the general account of
   Life of Virginia:
   Death benefits .........................................        (42,994)           (715)         (117,890)             --
   Surrenders .............................................       (588,848)        (12,383)         (409,105)        (53,142)
   Administrative expense (note 3) ........................         (7,464)           (684)           (8,868)         (1,455)
   Transfer gain (loss) and transfer fees .................         40,495             865            27,528             787
 Transfers from the Guarantee Account
   (note 1) ...............................................      2,026,921         610,146         2,485,422       1,108,447
 Interfund transfers ......................................      1,290,849       2,735,614          (477,840)      2,507,619
                                                                 ---------       ---------         ---------       ---------
Increase in net assets from capital transactions ..........      5,061,830       4,571,956         3,354,391       7,064,638
                                                                 ---------       ---------         ---------       ---------
Increase in net assets ....................................      7,263,319       4,718,267         3,982,827       6,951,940
Net assets at beginning of period .........................      4,718,267              --         6,951,940              --
                                                                 ---------       ---------         ---------       ---------
Net assets at end of period ...............................    $11,981,586       4,718,267        10,934,767       6,951,940
                                                                ==========       =========        ==========       =========
</TABLE>



                                      A-37
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4


                 STATEMENTS OF CHANGES IN NET ASSETS, CONTINUED
                               DECEMBER 31, 1998



<TABLE>
<CAPTION>
                                                    JANUS ASPEN SERIES
                                      -----------------------------------------------
                                                AGGRESSIVE GROWTH PORTFOLIO
                                      -----------------------------------------------
                                                  YEAR ENDED DECEMBER 31,
                                            1998             1997           1996
                                      ---------------- --------------- --------------
<S>                                   <C>              <C>             <C>
Increase (decrease) in net assets
From operations:
 Net investment income
   (expense) ........................   $ (1,431,833)     (1,187,720)      (124,804)
 Net realized gain ..................     11,413,034       6,675,700      3,422,984
 Unrealized appreciation on
   investments ......................     24,333,274       5,540,954        109,555
                                        ------------      ----------      ---------
 Increase in net assets from
   operations .......................     34,314,475      11,028,934      3,407,735
                                        ------------      ----------      ---------
Increase in net assets from
 operations .........................
From capital transactions:
 Net premiums .......................      4,886,885      11,681,150     17,880,226
 Transfers (to) from the
   general account of Life of
   Virginia:
   Death benefits ...................       (815,476)       (427,386)      (394,284)
   Surrenders .......................     (5,681,643)     (2,997,601)    (2,851,517)
   Administrative expense
    (note 3) ........................       (120,730)       (120,078)      (112,813)
   Transfer gain (loss) and
    transfer fees ...................       (352,260)        (19,458)       (40,003)
 Transfers (to) from the
   Guarantee Account
   (note 1) .........................      4,693,626       4,987,441      3,328,781
 Interfund transfers ................     (8,460,504)     (2,281,417)     8,025,078
                                        ------------      ----------     ----------
Increase (decrease) in net assets
 from capital transactions ..........     (5,850,102)     10,822,651     25,835,468
                                        ------------      ----------     ----------
Increase in net assets ..............     28,464,373      21,851,585     29,243,203
Net assets at beginning of year......    105,815,122      83,963,537     54,720,334
                                        ------------      ----------     ----------
Net assets at end of year ...........   $134,279,495     105,815,122     83,963,537
                                        ============     ===========     ==========



<CAPTION>
                                                    JANUS ASPEN SERIES
                                      ----------------------------------------------
                                                     GROWTH PORTFOLIO
                                      ----------------------------------------------
                                                 YEAR ENDED DECEMBER 31,
                                            1998            1997           1996
                                      --------------- --------------- --------------
<S>                                   <C>             <C>             <C>
Increase (decrease) in net assets
From operations:
 Net investment income
   (expense) ........................    13,670,171       3,288,014      1,820,512
 Net realized gain ..................    11,096,226       9,346,395      4,286,543
 Unrealized appreciation on
   investments ......................    56,452,101      23,212,981     11,457,707
                                         ----------      ----------     ----------
 Increase in net assets from
   operations .......................    81,218,498      35,847,390     17,564,762
                                         ----------      ----------     ----------
Increase in net assets from
 operations .........................
From capital transactions:
 Net premiums .......................    19,968,429      30,338,859     35,456,497
 Transfers (to) from the
   general account of Life of
   Virginia:
   Death benefits ...................    (1,360,596)     (1,849,634)      (483,092)
   Surrenders .......................   (11,799,421)     (9,041,380)    (3,747,509)
   Administrative expense
    (note 3) ........................      (317,146)       (280,500)      (199,595)
   Transfer gain (loss) and
    transfer fees ...................      (691,664)       (152,642)      (208,664)
 Transfers (to) from the
   Guarantee Account
   (note 1) .........................    19,406,972      16,216,500      7,027,293
 Interfund transfers ................     3,890,833       1,293,752     11,381,396
                                        -----------      ----------     ----------
Increase (decrease) in net assets
 from capital transactions ..........    29,097,407      36,524,955     49,226,326
                                        -----------      ----------     ----------
Increase in net assets ..............   110,315,905      72,372,345     66,791,088
Net assets at beginning of year......   224,068,917     151,696,572     84,905,484
                                        -----------     -----------     ----------
Net assets at end of year ...........   334,384,822     224,068,917    151,696,572
                                        ===========     ===========    ===========
</TABLE>



                                      A-38
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4


                STATEMENTS OF CHANGES IN NET ASSETS, CONTINUED
                               DECEMBER 31, 1998



<TABLE>
<CAPTION>
                                                                                  JANUS ASPEN SERIES (CONTINUED)
                                                                        --------------------------------------------------
                                                                                    WORLDWIDE GROWTH PORTFOLIO
                                                                        --------------------------------------------------
                                                                                     YEAR ENDED DECEMBER 31,
                                                                              1998              1997             1996
                                                                        ---------------   ---------------   --------------
<S>                                                                     <C>               <C>               <C>
Increase (decrease) in net assets
From operations:
 Net investment income (expense) ....................................       11,456,841          834,801          676,021
 Net realized gain ..................................................       46,111,510       11,585,008        5,069,677
 Unrealized appreciation on investments .............................       41,481,543       32,530,512       18,944,795
                                                                            ----------       ----------       ----------
   Increase in net assets from operations ...........................       99,049,894       44,950,321       24,690,493
                                                                            ----------       ----------       ----------
Increase in net assets from operations ..............................
From capital transactions:
 Net premiums .......................................................       44,526,187       77,908,754       45,862,046
 Transfers (to) from the general account of
   Life of Virginia:
   Death benefits ...................................................       (1,373,901)        (916,155)        (407,146)
   Surrenders .......................................................      (19,617,340)      (9,754,795)      (2,394,900)
   Administrative expense (note 3) ..................................         (469,515)        (346,218)        (172,873)
   Transfer gain (loss) and transfer fees ...........................          125,152         (116,774)        (183,599)
 Transfers (to) from the Guarantee Account (note 1) .................       41,574,483       30,845,279        8,313,366
 Interfund transfers ................................................         (124,706)      25,144,972       42,049,450
                                                                           -----------       ----------       ----------
Increase (decrease) in net assets from capital transactions .........       64,640,360      122,765,063       93,066,344
                                                                           -----------      -----------       ----------
Increase in net assets ..............................................      163,690,254      167,715,384      117,756,837
Net assets at beginning of year .....................................      345,126,082      177,410,698       59,653,861
                                                                           -----------      -----------      -----------
Net assets at end of year ...........................................    $ 508,816,336      345,126,082      177,410,698
                                                                         =============      ===========      ===========
</TABLE>



                                      A-39
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4


                STATEMENTS OF CHANGES IN NET ASSETS, CONTINUED
                               DECEMBER 31, 1998



<TABLE>
<CAPTION>
                                                   JANUS ASPEN SERIES (CONTINUED)
                                            ---------------------------------------------
                                                         BALANCED PORTFOLIO
                                            ---------------------------------------------
                                                       YEAR ENDED DECEMBER 31,
                                                  1998           1997           1996
                                            --------------- -------------- --------------
<S>                                         <C>             <C>            <C>
Increase (decrease) in net assets
From operations:
 Net investment income (expense) ..........  $  3,905,178        931,355        170,096
 Net realized gain ........................     3,053,389      1,239,519        122,576
 Unrealized appreciation on
   investments ............................    28,743,051      4,013,343        920,620
                                             ------------      ---------        -------
Increase in net assets from operations.....    35,701,618      6,184,217      1,213,292
                                             ------------      ---------      ---------
 Net premiums .............................    24,644,401     15,654,806      8,643,527
 Transfers (to) from the general
   account of Life of Virginia:
   Death benefits .........................      (857,556)       (98,529)       (37,496)
   Surrenders .............................    (9,165,787)    (1,560,191)      (271,087)
   Administrative expense (note 3) ........      (138,515)       (34,113)        (7,301)
   Transfer gain (loss) and transfer
    fees ..................................     1,031,515        (11,920)         5,413
 Transfer (to) from the Guarantee
   Account (note 1) .......................    24,485,481      6,551,408      1,091,622
 Interfund transfers ......................    21,236,757     34,492,843      3,850,513
                                             ------------     ----------      ---------
Increase in net assets from capital
 transactions .............................    61,236,296     54,994,304     13,275,191
                                             ------------     ----------     ----------
Increase in net assets ....................    96,937,914     61,178,521     14,488,483
Net assets at beginning of period .........    77,638,235     16,459,714      1,971,231
                                             ------------     ----------     ----------
                                             $174,576,149     77,638,235     16,459,714
                                             ============     ==========     ==========



<CAPTION>
                                                  JANUS ASPEN SERIES (CONTINUED)
                                            ------------------------------------------
                                                    FLEXIBLE INCOME PORTFOLIO
                                            ------------------------------------------
                                                     YEAR ENDED DECEMBER 31,
                                                 1998           1997          1996
                                            -------------- -------------- ------------
<S>                                         <C>            <C>            <C>
Increase (decrease) in net assets
From operations:
 Net investment income (expense) ..........    1,325,347        578,869      248,378
 Net realized gain ........................      222,001         86,470        4,524
 Unrealized appreciation on
   investments ............................       30,008        269,390       68,898
                                               ---------        -------      -------
Increase in net assets from operations.....    1,577,356        934,729      321,800
                                               ---------        -------      -------
 Net premiums .............................    4,066,867      3,465,715    2,591,080
 Transfers (to) from the general
   account of Life of Virginia:
   Death benefits .........................      (36,188)       (55,866)          --
   Surrenders .............................     (813,459)      (425,891)     (29,518)
   Administrative expense (note 3) ........      (21,644)        (8,897)      (2,717)
   Transfer gain (loss) and transfer
    fees ..................................      453,024          1,786         (413)
 Transfer (to) from the Guarantee
   Account (note 1) .......................    7,043,148      3,010,637      345,536
 Interfund transfers ......................    6,439,490      2,406,219      992,086
                                               ---------      ---------    ---------
Increase in net assets from capital
 transactions .............................   17,131,238      8,393,703    3,896,054
                                              ----------      ---------    ---------
Increase in net assets ....................   18,708,594      9,328,432    4,217,854
Net assets at beginning of period .........   14,336,751      5,008,319      790,465
                                              ----------      ---------    ---------
                                              33,045,345     14,336,751    5,008,319
                                              ==========     ==========    =========
</TABLE>


                                      A-40
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4


                STATEMENTS OF CHANGES IN NET ASSETS, CONTINUED
                               DECEMBER 31, 1998



<TABLE>
<CAPTION>
                                                                            JANUS ASPEN SERIES (CONTINUED)
                                                      --------------------------------------------------------------------------
                                                                                                              CAPITAL
                                                             INTERNATIONAL GROWTH PORTFOLIO            APPRECIATION PORTFOLIO
                                                      --------------------------------------------- ----------------------------
                                                                                       PERIOD FROM                  PERIOD FROM
                                                                                         MAY 3,          YEAR          MAY 2,
                                                                                         1996 TO         ENDED        1997 TO
                                                          YEAR ENDED DECEMBER 31      DECEMBER 31,   DECEMBER 31,   DECEMBER 31,
                                                            1998           1997           1996           1998           1997
                                                      --------------- -------------- -------------- -------------- -------------
<S>                                                   <C>             <C>            <C>            <C>            <C>
Increase (decrease) in net assets
From operations:
 Net investment income (expense) ....................  $    453,555       (167,651)         9,055       (129,163)       (1,544)
 Net realized gain ..................................     7,205,182      3,329,942        187,391        336,728        31,894
 Unrealized appreciation on investments .............     1,486,427      1,235,644        586,615      7,532,890        12,182
                                                       ------------      ---------        -------      ---------        ------
 Increase in net assets from operations .............     9,145,164      4,397,935        783,061      7,740,455        42,532
                                                       ------------      ---------        -------      ---------        ------
 Net premiums .......................................     7,538,624     19,031,016      4,654,797      8,764,540       720,613
 Transfers (to) from the general account of
   Life of Virginia:
   Death benefits ...................................      (372,667)      (197,552)            --        (52,380)           --
   Surrenders .......................................    (2,368,354)    (1,293,141)       (51,116)      (765,563)      (37,177)
   Administrative expense (note 3) ..................       (70,684)       (39,068)        (3,441)       (11,745)         (826)
   Transfer gain (loss) and transfer fees ...........        74,891         24,476          3,766        485,206       (33,752)
 Transfer (to) from the Guarantee Account
   (note 1) .........................................    10,288,178      8,279,728        935,954      4,797,081       446,414
 Interfund transfers ................................    (1,419,705)    10,950,154      7,189,157     15,456,302     1,531,771
                                                       ------------     ----------      ---------     ----------     ---------
Increase in net assets from capital transactions ....    13,670,283     36,755,613     12,729,117     28,673,441     2,627,043
                                                       ------------     ----------     ----------     ----------     ---------
Increase in net assets ..............................    22,815,447     41,153,548     13,512,178     36,413,896     2,669,575
Net assets at beginning of period ...................    54,665,726     13,512,178             --      2,669,575            --
                                                       ------------     ----------     ----------     ----------     ---------
                                                       $ 77,481,173     54,665,726     13,512,178     39,083,471     2,669,575
                                                       ============     ==========     ==========     ==========     =========
</TABLE>



                                      A-41
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4


                 STATEMENTS OF CHANGES IN NET ASSETS, CONTINUED
                               DECEMBER 31, 1998



<TABLE>
<CAPTION>
                                                               GOLDMAN SACHS                      SALOMON BROTHERS
                                                            VARIABLE INSURANCE                     VARIABLE SERIES
                                                                TRUST FUND                              FUND
                                                       ----------------------------- -------------------------------------------
                                                         GROWTH AND       MID CAP       STRATEGIC                      TOTAL
                                                           INCOME         EQUITY          BOND         INVESTORS       RETURN
                                                            FUND           FUND           FUND           FUND           FUND
                                                       -------------- -------------- -------------- -------------- -------------
                                                         PERIOD FROM    PERIOD FROM    PERIOD FROM    PERIOD FROM   PERIOD FROM
                                                           MAY 12,        MAY 8,       OCTOBER 22,   NOVEMBER 27,   OCTOBER 30,
                                                           1998 TO        1998 TO        1998 TO        1998 TO       1998 TO
                                                        DECEMBER 31,   DECEMBER 31,   DECEMBER 31,   DECEMBER 31,   DECEMBER 31,
                                                            1998           1998           1998           1998           1998
                                                       -------------- -------------- -------------- -------------- -------------
<S>                                                    <C>            <C>            <C>            <C>            <C>
Increase (decrease) in net assets
From operations:
 Net investment income ...............................   $   20,010        12,176         5,857            40           5,798
 Net realized gain (loss) ............................      (32,043)      (72,641)          322            --               1
 Unrealized appreciation (depreciation) on
   investments .......................................       40,081        12,789        (4,823)          321          (2,958)
                                                         ----------       -------        ------           ----         ------
Increase (decrease) in net assets from operations.....       28,048       (47,676)        1,356           361           2,841
                                                         ----------       -------        ------           ----         ------
From capital transactions:
 Net premiums ........................................    1,873,044     1,653,452        19,355         9,900         168,401
 Transfers (to) from the general account of
   Life of Virginia:
   Death benefits ....................................
   Surrenders ........................................      (42,593)      (42,773)           --            --             (16)
   Administrative expense (note 3) ...................         (447)         (527)          (17)             (3)           --
   Transfer gain (loss) and transfer fees ............       89,687       (48,872)          (48)          123             140
 Transfer (to) from the Guarantee Account
   (note 1) ..........................................    1,085,095     1,327,515        14,903           606          14,269
 Interfund transfers .................................    1,229,734       782,072        96,473            --         158,086
                                                         ----------     ---------        ------         -------       -------
Increase in net assets from capital transactions .....    4,234,520     3,670,867       130,666         10,626        340,880
                                                         ----------     ---------       -------         -------       -------
Increase in net assets ...............................    4,262,568     3,623,191       132,022         10,987        343,721
Net assets at beginning of period ....................           --            --            --            --              --
                                                         ----------     ---------       -------         -------       -------
Net assets at end of period ..........................   $4,262,568     3,623,191       132,022         10,987        343,721
                                                         ==========     =========       =======         =======       =======
</TABLE>

                See accompanying notes to financial statements.

                                      A-42
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4

                         NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 1998


(1) DESCRIPTION OF ENTITY

     Life of Virginia Separate Account 4 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 Company. The remaining 20% is owned by GE Financial Assurance
Holdings, Inc. General Electric Capital Assurance Company and GE Financial
Assurance Holdings, Inc. are indirect, 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 October 1998, three new investment subdivisions were added to the
Account for both Type I and Type II policies (see note 2). The Investors Fund,
Strategic Bond Fund, and the Total Return Fund each invest solely in a
designated portfolio of the Salomon Brothers Variable Series Fund. All
designated portfolios described above are series type mutual funds.

     In May 1998, three new investment subdivisions were added to the Account,
for both Type I and Type II policies. The U.S. Equity Fund invests solely in a
designated portfolio of the GE Investments Funds, Inc. The Mid Cap Equity and
Growth and Income Funds each invest solely in a designated portfolio of the
Goldman Sachs Variable Insurance Trust Fund. All designated portfolios
described above are series type mutual funds.

     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.

     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:



<TABLE>
<CAPTION>
BEFORE THE SUBSTITUTION                               AFTER THE SUBSTITUTION
<S>                                                   <C>
   Shares of Money Market Portfolio -- Variable       Shares of Money Market Fund -- GE Investments
   Insurance Products Fund                            Funds, Inc.
   Shares of Money Fund -- Oppenheimer Variable       Shares of Money Market Fund -- GE Investments
   Account Funds                                      Funds, Inc.
   Shares of Bond Portfolio -- Neuberger & Berman     Shares of Income Fund -- GE Investments Funds, Inc.
   Advisers Management Trust
   Shares of High Income Portfolio -- Variable        Shares of High Income Fund -- Oppenheimer Variable
   Insurance Products Fund                            Account Funds
   Shares of Growth Portfolio -- Neuberger & Berman   Shares of Growth Portfolio -- Variable Insurance
   Advisers Management Trust                          Products Fund
   Shares of Balanced Portfolio -- Neuberger &        Shares of Balanced Portfolio -- Janus Aspen Series
   Berman Advisers Management Trust
</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.

     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


                                      A-43
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4

                         NOTES TO FINANCIAL STATEMENTS

                         DECEMBER 31, 1998 -- CONTINUED

(1) DESCRIPTION OF ENTITY -- Continued

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.

     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.


(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     (A) 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.
Type III Units, under policy form P1152, began to be sold in the first quarter
of 1999. Effective in early April, 1999, type IV units will be sold under
policy form P1151 1/99.


     (B) 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.

     The aggregate cost of investments acquired and the aggregate proceeds of
investments sold, for the year or period ended December 31, 1998 were:


<TABLE>
<CAPTION>
                                           COST OF         PROCEEDS
                                           SHARES            FROM
FUND/PORTFOLIO                            ACQUIRED        SHARES SOLD
- ------------------------------------- ---------------- ----------------
<S>                                   <C>              <C>
 GE Investment Funds, Inc.:
  S&P 500 Index .....................  $  193,261,666      83,496,621
  Money Market ......................   1,701,557,815   1,613,202,928
  Total Return ......................      26,506,347      10,123,616
  International Equity ..............      18,787,547      16,652,515
  Real Estate Securities ............      23,523,854      15,842,661
  Global Income .....................       5,328,295       1,861,939
  Value Equity ......................      36,535,340      13,367,625
  Income ............................      22,275,922      10,257,184
  U.S. Equity .......................       2,590,882         619,346
 Oppenheimer Variable Account Funds:
  Bond ..............................      39,193,414      18,132,323
  Capital Appreciation ..............     210,297,462     219,809,641
  Growth ............................     181,186,893     150,922,416
  High Income .......................      83,189,744      59,635,187
  Multiple Strategies ...............      26,261,850      18,472,877
 Variable Insurance Products Fund:
  Equity-Income .....................     313,726,699     264,067,806
  Growth ............................     108,443,495      81,040,342
  Overseas ..........................     438,953,070     443,302,750
 Variable Insurance Products Fund II:
  Asset Manager .....................     113,236,992     104,285,552
  Contrafund ........................     117,285,371      77,197,982
</TABLE>

                                      A-44
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4

                         NOTES TO FINANCIAL STATEMENTS

                         DECEMBER 31, 1998 -- CONTINUED

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- Continued



<TABLE>
<CAPTION>
                                                  COST OF       PROCEEDS
                                                  SHARES          FROM
FUND/PORTFOLIO                                   ACQUIRED      SHARES SOLD
- --------------------------------------------- -------------- --------------
<S>                                           <C>            <C>
 Variable Insurance Products Fund III:
  Growth & Income ...........................  $ 50,925,747     18,711,891
  Growth Opportunities ......................    37,316,604      8,146,041
 Federated Insurance Series:
  American Leaders Fund II ..................    54,772,449     20,590,197
  High Income Bond Fund II ..................    58,149,198     41,800,853
  Utility Fund II ...........................    24,432,674     11,930,573
 The Alger American Fund:
  Small Cap .................................   201,507,490    183,477,163
  Growth ....................................    71,107,311     36,713,398
 PBHG Insurance Series Fund, Inc.:
  PBHG Large Cap Growth .....................     9,540,607      4,578,565
  PBHG Growth II ............................     9,729,001      6,287,519
 Janus Aspen Series:
  Aggressive Growth .........................    84,770,544     91,715,895
  Growth ....................................    93,618,465     50,237,631
  Worldwide Growth ..........................   300,106,080    221,933,327
  Balanced ..................................    93,484,668     29,012,283
  Flexible Income ...........................    27,608,056      9,290,765
  International Growth ......................   173,185,303    162,321,859
  Capital Appreciation ......................    38,542,550     10,997,547
 Goldman Sachs Variable Insurance Trust Fund:
  Growth and Income .........................     4,676,147        481,640
  Mid Cap Equity ............................     5,145,437      1,409,093
 Salomon Brothers Variable Series Fund:
  Strategic Bond ............................       210,700         80,107
  Investors .................................        10,629              3
  Total Return ..............................       341,040            171
</TABLE>

                                      A-45
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4

                         NOTES TO FINANCIAL STATEMENTS

                         DECEMBER 31, 1998 -- CONTINUED

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- Continued


     (C) 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, 1998, 1997 and
1996 are as follows:



<TABLE>
<CAPTION>
                                                                                 GE INVESTMENTS FUNDS, INC.
                                                            ---------------------------------------------------------------------
                                                               S&P 500     GOVERNMENT       MONEY         TOTAL     INTERNATIONAL
                                                                INDEX      SECURITIES       MARKET        RETURN       EQUITY
                                                                 FUND         FUND           FUND          FUND         FUND
TYPE I UNITS                                                ------------- ------------ --------------- ----------- --------------
<S>                                                         <C>           <C>          <C>             <C>         <C>
Units outstanding at December 31, 1995 ....................     479,021      428,950         893,974     745,501       115,562
                                                                -------      -------         -------     -------       -------
 Net premiums .............................................      34,082       36,100         706,581      33,745        22,527
 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)
   Administrative expenses ................................      (1,347)      (1,204)         (4,925)     (2,175)         (446)
 Transfers (to)/from the Guarantee Account ................      37,400        4,534         358,505       1,905        22,249
 Interfund transfers ......................................      54,702       62,264       1,023,952     (32,962)       52,528
                                                                -------      -------       ---------     -------       -------
Net increase (decrease) in units from capital transactions      101,236       75,647       1,655,185     (37,436)       91,850
                                                                -------      -------       ---------     -------       -------
Units outstanding at December 31, 1996 ....................     580,257      504,597       2,549,159     708,065       207,412
                                                                -------      -------       ---------     -------       -------
 Net premiums .............................................      43,467        2,027         273,183      24,404         3,946
 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)      (12,742)
   Administrative expenses ................................      (1,886)        (938)         (6,382)     (1,805)         (522)
 Transfers (to)/from the Guarantee Account ................      41,669        9,540         304,035       5,882        18,965
 Interfund transfers ......................................     292,720     (484,051)      1,254,694     (42,593)      (35,529)
                                                                -------     --------       ---------     -------       -------
Net increase (decrease) in units from capital transactions      338,590     (504,597)        963,101     (76,237)      (25,882)
                                                                -------     --------       ---------     -------       -------
Units outstanding at December 31, 1997 ....................     918,847           --       3,512,260     631,828       181,530
                                                                -------     --------       ---------     -------       -------
 Net premiums .............................................      43,692           --       3,088,601       8,156        37,608
 Transfers (to) from the general account of Life
   of Virginia:
   Death benefits .........................................      (4,853)          --         (89,832)     (2,466)         (463)
   Surrenders .............................................     (75,788)          --      (2,689,646)    (56,739)      (24,253)
   Cost of insurance ......................................      (2,222)          --         (13,914)     (1,299)         (767)
 Transfers (to) from the Guarantee Account ................      44,702           --         269,329       8,553        14,103
 Interfund transfers ......................................     172,435           --       1,145,551      (3,122)      (46,225)
                                                                -------     --------      ----------     -------       -------
Net increase (decrease) in units from capital transactions      177,966           --       1,710,089     (46,917)      (19,997)
                                                                -------     --------      ----------     -------       -------
Units outstanding at December 31, 1998 ....................   1,096,813           --       5,222,349     584,911       161,533
                                                              =========     ========      ==========     =======       =======
</TABLE>

                                      A-46
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4

                         NOTES TO FINANCIAL STATEMENTS

                         DECEMBER 31, 1998 -- CONTINUED

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- Continued



<TABLE>
<CAPTION>
                                                                          GE INVESTMENTS FUNDS, INC. (CONTINUED)
                                                              ---------------------------------------------------------------
                                                               REAL ESTATE    GLOBAL                                   U.S.
                                                                SECURITIES    INCOME    VALUE EQUITY      INCOME      EQUITY
                                                                   FUND        FUND         FUND           FUND        FUND
TYPE I UNITS                                                  ------------- ---------- -------------- ------------- ---------
<S>                                                           <C>           <C>        <C>            <C>           <C>
Units outstanding at December 31, 1995 ......................      23,643         --            --             --        --
                                                                   ------         --            --             --        --
 Net premiums ...............................................      14,587         --            --             --        --
 Transfers (to) from the general account of Life of Virginia:
   Death benefits ...........................................          --         --            --             --        --
   Surrenders ...............................................      (1,361)        --            --             --        --
   Administrative expenses ..................................        (192)        --            --             --        --
 Transfers (to)/from the Guarantee Account ..................      21,124         --            --             --        --
 Interfund transfers ........................................     147,118         --            --             --        --
                                                                  -------         --            --             --        --
Net increase (decrease) in units from capital transactions ..     181,276         --            --             --        --
                                                                  -------         --            --             --        --
Units outstanding at December 31, 1996 ......................     204,919         --            --             --        --
                                                                  -------         --            --             --        --
 Net premiums ...............................................      27,070        392        11,097            595        --
 Transfers (to) from the general account of Life of Virginia:
   Death benefits ...........................................          --         --            --             --        --
   Surrenders ...............................................     (14,199)       (72)         (731)        (5,500)       --
   Administrative expenses ..................................        (719)       (12)         (128)          (199)       --
 Transfers (to)/from the Guarantee Account ..................      26,266      3,303        12,467             --        --
 Interfund transfers ........................................     110,113      9,339       154,506      1,300,742        --
                                                                  -------      -----       -------      ---------        --
Net increase (decrease) in units from capital transactions ..     148,531     12,950       177,211      1,295,638        --
                                                                  -------     ------       -------      ---------        --
Units outstanding at December 31, 1997 ......................     353,450     12,950       177,211      1,295,638        --
                                                                  -------     ------       -------      ---------        --
 Net premiums ...............................................     139,356      3,542        73,340         14,672     2,951
 Transfers (to) from the general account of Life of Virginia:
   Death benefits ...........................................      (1,816)        --          (261)        (5,419)       --
   Surrenders ...............................................     (85,757)    (3,547)      (33,659)       (93,554)      (67)
   Cost of insurance ........................................      (3,200)       (80)       (1,036)        (1,780)      (24)
 Transfers (to) from the Guarantee Account ..................     112,800      8,901        54,595         34,085       660
 Interfund transfers ........................................    (198,141)    24,866       115,186         89,003    22,607
                                                                 --------     ------       -------      ---------    ------
Net increase (decrease) in units from capital transactions ..     (36,758)    33,682       208,165         37,007    26,127
                                                                 --------     ------       -------      ---------    ------
Units outstanding at December 31, 1998 ......................     316,692     46,632       385,376      1,332,645    26,127
                                                                 ========     ======       =======      =========    ======
</TABLE>

                                      A-47
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4

                         NOTES TO FINANCIAL STATEMENTS

                         DECEMBER 31, 1998 -- CONTINUED

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- Continued



<TABLE>
<CAPTION>
                                                     OPPENHEIMER VARIABLE ACCOUNT FUNDS
                                                  ----------------------------------------
                                                                                CAPITAL
                                                      MONEY        BOND      APPRECIATION
                                                      FUND         FUND          FUND
TYPE I UNITS                                      ------------ ------------ --------------
<S>                                               <C>          <C>          <C>
Units outstanding at December 31, 1995 ..........    282,462      952,700     2,647,993
                                                     -------      -------     ---------
 Net premiums ...................................         --       (4,744)     (181,755)
 Transfers (to) from the general account of
   Life of Virginia:
   Death benefits ...............................     (1,782)       2,016        44,441
   Surrenders ...................................    (16,283)       7,728       332,700
   Administrative expenses ......................       (531)         407        14,718
 Transfers (to)/from the Guarantee Account ......     (4,896)      (7,110)     (185,173)
 Interfund transfers ............................    (96,465)      (9,728)       53,131
                                                     -------      -------     ---------
Net increase (decrease) in units from capital
 transactions ...................................   (119,957)     (11,431)       78,062
                                                    --------      -------     ---------
Units outstanding at December 31, 1996 ..........    162,505      941,269     2,726,055
                                                    --------      -------     ---------
 Net premiums ...................................         --       12,729        48,378
 Transfers (to) from the general account of
   Life of Virginia:
   Death benefits ...............................         --       (4,708)       (2,476)
   Surrenders ...................................         --     (114,775)     (146,760)
   Administrative expenses ......................       (298)      (2,868)       (6,721)
 Transfers (to)/from the Guarantee Account ......         --       30,993        33,837
 Interfund transfers ............................   (156,841)      66,990       (60,894)
                                                    --------     --------     ---------
Net increase (decrease) in units from capital
 transactions ...................................   (157,139)     (11,639)     (134,636)
                                                    --------     --------     ---------
Units outstanding at December 31, 1997 ..........         --      929,630     2,591,419
                                                    --------     --------     ---------
 Net premiums ...................................                  74,703        19,338
 Transfers (to) from the general account of
   Life of Virginia:
   Death benefits ...............................         --      (15,395)       (5,238)
   Surrenders ...................................         --     (407,204)     (170,429)
   Cost of insurance ............................         --       (5,618)       (5,190)
 Transfers (to) from the Guarantee Account ......         --       81,767        15,924
 Interfund transfers ............................         --      257,976      (101,296)
                                                    --------     --------     ---------
Net increase (decrease) in units from capital
 transactions ...................................         --      (13,771)     (246,891)
                                                    --------     --------     ---------
Units outstanding at December 31, 1998 ..........         --      915,859     2,344,528
                                                    ========     ========     =========



<CAPTION>
                                                     OPPENHEIMER VARIABLE ACCOUNT FUNDS
                                                  -----------------------------------------
                                                                     HIGH        MULTIPLE
                                                      GROWTH        INCOME      STRATEGIES
                                                       FUND          FUND          FUND
TYPE I UNITS                                      ------------- ------------- -------------
<S>                                               <C>           <C>           <C>
Units outstanding at December 31, 1995 ..........     986,685     1,263,712     1,762,762
                                                      -------     ---------     ---------
 Net premiums ...................................     267,359        15,693        26,028
 Transfers (to) from the general account of
   Life of Virginia:
   Death benefits ...............................     (29,174)         (411)      (15,299)
   Surrenders ...................................    (364,042)      (23,047)      (88,160)
   Administrative expenses ......................     (16,121)       (1,163)       (4,615)
 Transfers (to)/from the Guarantee Account ......     105,286        13,792        26,304
 Interfund transfers ............................     240,629        89,651       (66,358)
                                                     --------     ---------     ---------
Net increase (decrease) in units from capital
 transactions ...................................     203,937        94,515      (122,100)
                                                     --------     ---------     ---------
Units outstanding at December 31, 1996 ..........   1,190,622     1,358,227     1,640,662
                                                    ---------     ---------     ---------
 Net premiums ...................................      50,650        44,846        26,455
 Transfers (to) from the general account of
   Life of Virginia:
   Death benefits ...............................      (1,990)       (6,846)       (7,589)
   Surrenders ...................................     (99,247)      (87,976)     (127,118)
   Administrative expenses ......................      (2,955)       (3,299)       (4,137)
 Transfers (to)/from the Guarantee Account ......      40,477        54,141        17,555
 Interfund transfers ............................     114,256       510,750         7,721
                                                    ---------     ---------     ---------
Net increase (decrease) in units from capital
 transactions ...................................     101,191       511,616       (87,113)
                                                    ---------     ---------     ---------
Units outstanding at December 31, 1997 ..........   1,291,813     1,869,843     1,553,549
                                                    ---------     ---------     ---------
 Net premiums ...................................      34,584        31,959        40,822
 Transfers (to) from the general account of
   Life of Virginia:
   Death benefits ...............................      (2,748)      (10,837)       (8,380)
   Surrenders ...................................    (110,751)     (182,095)     (161,263)
   Cost of insurance ............................      (2,659)       (4,385)       (3,584)
 Transfers (to) from the Guarantee Account ......      19,698        51,660        19,533
 Interfund transfers ............................     (56,877)      (97,711)      (96,211)
                                                    ---------     ---------     ---------
Net increase (decrease) in units from capital
 transactions ...................................    (118,753)     (211,409)     (209,083)
                                                    ---------     ---------     ---------
Units outstanding at December 31, 1998 ..........   1,173,060     1,658,434     1,344,466
                                                    =========     =========     =========
</TABLE>

                                      A-48
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4

                         NOTES TO FINANCIAL STATEMENTS

                         DECEMBER 31, 1998 -- CONTINUED

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- Continued



<TABLE>
<CAPTION>
                                                                            VARIABLE INSURANCE PRODUCTS FUND
                                                        ------------------------------------------------------------------------
                                                             MONEY           HIGH
                                                             MARKET         INCOME     EQUITY-INCOME      GROWTH      OVERSEAS
                                                           PORTFOLIO      PORTFOLIO      PORTFOLIO      PORTFOLIO     PORTFOLIO
TYPE I UNITS                                            --------------- ------------- --------------- ------------- ------------
<S>                                                     <C>             <C>           <C>             <C>           <C>
Units outstanding at December 31, 1995 ................     2,433,065       958,295      6,942,107      5,187,186    4,508,746
                                                            ---------       -------      ---------      ---------    ---------
 Net premiums .........................................         8,114       (11,013)       209,607        133,676      102,472
 Transfers (to) from the general account of Life of
   Virginia:
   Death benefits .....................................       (26,867)           --        (39,084)       (25,152)     (17,537)
   Surrenders .........................................      (136,342)      (64,247)      (314,228)      (232,300)    (188,428)
   Administrative expenses ............................        (4,247)       (2,193)       (16,695)       (13,593)     (11,116)
 Transfers (to)/from the Guarantee Account ............       (46,251)       (1,584)       129,570         60,757       48,453
 Interfund transfers ..................................    (1,024,299)     (147,328)       (63,823)      (278,909)    (373,467)
                                                           ----------      --------      ---------      ---------    ---------
Net increase (decrease) in units from capital
 transactions .........................................    (1,229,892)     (226,365)       (94,653)      (355,521)    (439,623)
                                                           ----------      --------      ---------      ---------    ---------
Units outstanding at December 31, 1996 ................     1,203,173       731,930      6,847,454      4,831,665    4,069,123
                                                           ----------      --------      ---------      ---------    ---------
 Net premiums .........................................        (2,769)           --        132,909         46,481       33,637
 Transfers (to) from the general account of Life of
   Virginia:
   Death benefits .....................................        (3,458)       (2,224)       (25,251)       (14,556)     (15,035)
   Surrenders .........................................       (72,594)      (65,456)      (376,813)      (325,620)    (189,716)
   Administrative expenses ............................        (2,380)       (1,503)       (17,119)       (12,146)      (9,227)
 Transfers (to)/from the Guarantee Account ............        (1,822)         (257)        81,689         26,348       10,283
 Interfund transfers ..................................    (1,110,150)     (662,490)       (53,531)       (84,347)    (500,805)
                                                           ----------      --------      ---------      ---------    ---------
Net increase (decrease) in units from capital
 transactions .........................................    (1,193,173)     (731,930)      (258,116)      (363,840)    (670,863)
                                                           ----------      --------      ---------      ---------    ---------
Units outstanding at December 31, 1997 ................            --            --      6,589,338      4,467,825    3,398,260
                                                           ----------      --------      ---------      ---------    ---------
 Net premiums .........................................            --            --         92,608         28,017       20,092
 Transfers (to) from the general account of Life of
   Virginia:
   Death benefits .....................................            --            --        (21,942)       (20,703)      (8,411)
   Surrenders .........................................            --            --       (584,254)      (406,572)    (201,390)
   Cost of insurance ..................................            --            --        (14,640)        (9,624)      (6,558)
 Transfers (to) from the Guarantee Account ............            --            --         51,832          6,585       16,016
 Interfund transfers ..................................            --            --       (359,182)       (96,107)    (404,695)
                                                           ----------      --------      ---------      ---------    ---------
Net increase (decrease) in units from capital
 transactions .........................................            --            --       (835,578)      (498,404)    (584,946)
                                                           ----------      --------      ---------      ---------    ---------
Units outstanding at December 31, 1998 ................            --            --      5,753,760      3,969,421    2,813,314
                                                           ==========      ========      =========      =========    =========
</TABLE>

                                      A-49
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4

                         NOTES TO FINANCIAL STATEMENTS

                         DECEMBER 31, 1998 -- CONTINUED

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- Continued



<TABLE>
<CAPTION>
                                                         VARIABLE INSURANCE PRODUCTS     VARIABLE INSURANCE PRODUCTS
                                                                   FUND II                         FUND III
                                                       -------------------------------   ----------------------------
                                                            ASSET                          GROWTH &        GROWTH
                                                           MANAGER         CONTRAFUND       INCOME      OPPORTUNITIES
                                                          PORTFOLIO        PORTFOLIO      PORTFOLIO       PORTFOLIO
TYPE I UNITS                                           ---------------   -------------   -----------   --------------
<S>                                                    <C>               <C>             <C>           <C>
Units outstanding at December 31, 1995 .............      21,993,362       2,434,885            --              --
                                                          ----------       ---------            --              --
 Net premiums ......................................         164,394         191,853            --              --
 Transfers (to) from the general account of Life of
   Virginia:
   Death benefits ..................................        (142,857)        (14,740)           --              --
   Surrenders ......................................      (1,189,857)       (156,723)           --              --
   Administrative expenses .........................         (60,017)         (7,215)           --              --
 Transfers (to)/from the Guarantee Account .........          (9,338)        168,994            --              --
 Interfund transfers ...............................      (1,775,712)        480,447            --              --
                                                          ----------       ---------            --              --
Net increase (decrease) in units from capital
 transactions ......................................      (3,013,387)        662,616            --              --
                                                          ----------       ---------            --              --
Units outstanding at December 31, 1996 .............      18,979,975       3,097,501            --              --
                                                          ----------       ---------            --              --
 Net premiums ......................................         152,156         110,477        41,831          30,072
 Transfers (to) from the general account of Life of
   Virginia:
   Death benefits ..................................         (89,850)         (9,932)           --              --
   Surrenders ......................................      (1,096,143)       (211,184)         (813)         (5,989)
   Administrative expenses .........................         (52,182)         (7,854)         (183)           (318)
 Transfers (to)/from the Guarantee Account .........          25,895         101,581        19,562          24,545
 Interfund transfers ...............................        (818,341)        215,612       233,932         293,107
                                                          ----------       ---------       -------         -------
Net increase (decrease) in units from capital
 transactions ......................................      (1,878,465)        198,700       294,329         341,417
                                                          ----------       ---------       -------         -------
Units outstanding at December 31, 1997 .............      17,101,510       3,296,201       294,329         341,417
                                                          ----------       ---------       -------         -------
 Net premiums ......................................          71,298          74,775        36,361          51,350
 Transfers (to) from the general account of Life of
   Virginia:
   Death benefits ..................................         (86,711)         (3,720)
   Surrenders ......................................      (1,581,072)       (275,339)      (33,956)        (51,341)
   Cost of insurance ...............................         (41,759)         (6,747)       (1,229)         (1,181)
 Transfers (to) from the Guarantee Account .........          16,975          48,507        44,357          39,391
 Interfund transfers ...............................        (645,083)        (51,589)      411,418         215,578
                                                          ----------       ---------       -------         -------
Net increase (decrease) in units from capital
 transactions ......................................      (2,266,352)       (214,113)      456,951         253,797
                                                          ----------       ---------       -------         -------
Units outstanding at December 31, 1998 .............      14,835,158       3,082,088       751,280         595,214
                                                          ==========       =========       =======         =======
</TABLE>

                                      A-50
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4

                         NOTES TO FINANCIAL STATEMENTS

                         DECEMBER 31, 1998 -- CONTINUED

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- Continued



<TABLE>
<CAPTION>
                                                                  ADVISERS
                                                        MANAGEMENT TRUST (CONTINUED)
                                                 -------------------------------------------
                                                     BALANCED         BOND         GROWTH
                                                    PORTFOLIO      PORTFOLIO     PORTFOLIO
TYPE I UNITS                                     --------------- ------------- -------------
<S>                                              <C>             <C>           <C>
Units outstanding at December 31, 1995 .........     2,025,936       939,243       756,501
                                                     ---------       -------       -------
 Net premiums ..................................            --           692            --
 Transfers (to) from the general account
   of Life of Virginia:
   Death benefits ..............................       (13,542)         (625)       (7,106)
   Surrenders ..................................       (19,441)      (46,729)      (82,100)
   Administrative expenses .....................        (1,491)       (2,782)       (3,304)
 Transfers (to)/from the Guarantee
   Account .....................................        (6,661)       (1,863)       (1,563)
 Interfund transfers ...........................      (300,225)     (348,334)     (131,122)
                                                                    --------      --------
Net increase (decrease) in units from
 capital transactions ..........................      (341,360)     (399,641)     (225,195)
                                                                    --------      --------
Units outstanding at December 31, 1996 .........     1,684,576       539,602       531,306
                                                     ---------      --------      --------
 Net premiums ..................................          (343)          141           348
 Transfers (to) from the general account
   of Life of Virginia:
   Death benefits ..............................        (4,573)      (13,722)       (3,133)
   Surrenders ..................................      (131,590)      (27,704)      (10,160)
   Administrative expenses .....................        (3,702)       (1,043)       (1,125)
 Transfers (to)/from the Guarantee
   Account .....................................        (9,256)         (144)           --
 Interfund transfers ...........................     1,535,112)     (497,130)     (517,236)
                                                                    --------      --------
Net increase (decrease) in units from
 capital transactions ..........................    (1,684,576)     (539,602)     (531,306)
                                                                    --------      --------
Units outstanding at December 31, 1997 .........            --            --            --
                                                    ----------      --------      --------
 Net premiums ..................................            --            --            --
 Transfers (to) from the general account
   of Life of Virginia:
   Death benefits ..............................            --            --            --
   Surrenders ..................................            --            --            --
   Cost of insurance ...........................            --            --            --
 Transfers (to) from the Guarantee
   Account .....................................            --            --            --
 Interfund transfers ...........................            --            --            --
                                                    ----------      --------      --------
Net increase (decrease) in units from
 capital transactions ..........................            --            --            --
                                                    ----------      --------      --------
Units outstanding at December 31, 1998 .........            --            --            --
                                                    ==========      ========      ========



<CAPTION>
                                                           FEDERATED INVESTORS
                                                             INSURANCE SERIES
                                                 ----------------------------------------
                                                   AMERICAN
                                                   LEADERS         HIGH
                                                  PORTFOLIO       INCOME        UTILITY
                                                   FUND II    BONDS FUND II     FUND II
TYPE I UNITS                                     ----------- --------------- ------------
<S>                                              <C>         <C>             <C>
Units outstanding at December 31, 1995 .........        --        40,814        539,628
                                                        --        ------        -------
 Net premiums ..................................     6,132        11,997         34,892
 Transfers (to) from the general account
   of Life of Virginia:
   Death benefits ..............................        --        (1,489)       (13,689)
   Surrenders ..................................      (234)       (8,472)       (35,752)
   Administrative expenses .....................       (47)         (273)        (1,868)
 Transfers (to)/from the Guarantee
   Account .....................................     1,547        23,451         31,866
 Interfund transfers ...........................    68,264       145,478         (9,854)
                                                    ------       -------        -------
Net increase (decrease) in units from
 capital transactions ..........................    75,662       170,692          5,595
                                                    ------       -------        -------
Units outstanding at December 31, 1996 .........    75,662       211,506        545,223
                                                    ------       -------        -------
 Net premiums ..................................    35,396        49,848          7,670
 Transfers (to) from the general account
   of Life of Virginia:
   Death benefits ..............................        --          (469)          (853)
   Surrenders ..................................    (1,961)      (14,353)       (38,555)
   Administrative expenses .....................      (502)         (718)        (1,375)
 Transfers (to)/from the Guarantee
   Account .....................................    24,074        50,940          9,699
 Interfund transfers ...........................   228,950       159,370        (36,477)
                                                   -------       -------        -------
Net increase (decrease) in units from
 capital transactions ..........................   285,957       244,618        (59,891)
                                                   -------       -------        -------
Units outstanding at December 31, 1997 .........   361,619       456,124        485,332
                                                   -------       -------        -------
 Net premiums ..................................    49,226       (16,663)        (2,080)
 Transfers (to) from the general account
   of Life of Virginia:
   Death benefits ..............................        --         1,444            816
   Surrenders ..................................   (38,733)       22,376          6,445
   Cost of insurance ...........................    (1,089)          466            179
 Transfers (to) from the Guarantee
   Account .....................................    23,362       (25,648)        (2,909)
 Interfund transfers ...........................    86,081        33,576         (9,318)
                                                   -------       -------        -------
Net increase (decrease) in units from
 capital transactions ..........................   118,847        15,551         (6,867)
                                                   -------       -------        -------
Units outstanding at December 31, 1998 .........   480,466       471,675        478,465
                                                   =======       =======        =======
</TABLE>

                                      A-51
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4

                         NOTES TO FINANCIAL STATEMENTS

                         DECEMBER 31, 1998 -- CONTINUED

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- Continued



<TABLE>
<CAPTION>
                                                        ALGER AMERICAN
                                                 -----------------------------
                                                    SMALL CAP        GROWTH
                                                    PORTFOLIO      PORTFOLIO
TYPE I UNITS                                     --------------- -------------
<S>                                              <C>             <C>
Units outstanding at December 31, 1995 .........       405,791       261,225
                                                       -------       -------
 Net premiums ..................................       260,309       140,387
 Transfers (to) from the general account of
   Life of Virginia:
   Death benefits ..............................       (10,458)           --
   Surrenders ..................................       (35,446)      (31,027)
   Administrative expenses .....................        (2,659)       (2,129)
 Transfers (to)/from the Guarantee Account .....       150,713       122,150
 Interfund transfers ...........................       571,403       700,068
                                                       -------       -------
Net increase (decrease) in units from capital
 transactions ..................................       933,862       929,449
                                                       -------       -------
Units outstanding at December 31, 1996 .........     1,339,653     1,190,674
                                                     ---------     ---------
 Net premiums ..................................       694,521        66,490
 Transfers (to) from the general account of
   Life of Virginia:
   Death benefits ..............................       (42,319)       (2,907)
   Surrenders ..................................    (1,148,701)      (80,029)
   Administrative expenses .....................       (36,907)       (3,546)
 Transfers (to)/from the Guarantee Account .....       749,029         2,066
 Interfund transfers ...........................      (230,206)     (150,234)
                                                    ----------     ---------
Net increase (decrease) in units from capital
 transactions ..................................       (14,583)     (168,160)
                                                    ----------     ---------
Units outstanding at December 31, 1997 .........     1,325,070     1,022,514
                                                    ----------     ---------
 Net premiums ..................................       429,477        25,796
 Transfers (to) from the general account of
   Life of Virginia:
   Death benefits ..............................          (384)       (6,748)
   Surrenders ..................................       (28,813)     (101,948)
   Cost of insurance ...........................        (1,249)       (2,260)
 Transfers (to) from the Guarantee Account .....        27,106        20,996
 Interfund transfers ...........................       (17,778)      203,074
                                                    ----------     ---------
Net increase (decrease) in units from capital
 transactions ..................................       408,359       138,910
                                                    ----------     ---------
Units outstanding at December 31, 1998 .........     1,733,429     1,161,424
                                                    ==========     =========



<CAPTION>
                                                     PBHG INSURANCE
                                                       SERIES FUND            JANUS ASPEN SERIES
                                                 ----------------------- -----------------------------
                                                  LARGE CAP                AGGRESSIVE
                                                    GROWTH    GROWTH II      GROWTH         GROWTH
                                                  PORTFOLIO   PORTFOLIO    PORTFOLIO      PORTFOLIO
TYPE I UNITS                                     ----------- ----------- ------------- ---------------
<S>                                              <C>         <C>         <C>           <C>
Units outstanding at December 31, 1995 .........        --          --     1,965,737       4,432,726
                                                        --          --     ---------       ---------
 Net premiums ..................................        --          --         1,581       1,661,740
 Transfers (to) from the general account of
   Life of Virginia:
   Death benefits ..............................        --          --            --        (181,059)
   Surrenders ..................................        --          --          (429)     (2,320,448)
   Administrative expenses .....................        --          --           (22)       (113,310)
 Transfers (to)/from the Guarantee Account .....        --          --         1,256       1,066,999
 Interfund transfers ...........................        --          --         7,695         217,761
                                                        --          --     ---------      ----------
Net increase (decrease) in units from capital
 transactions ..................................        --          --        10,081         331,683
                                                        --          --     ---------      ----------
Units outstanding at December 31, 1996 .........        --          --     1,975,818       4,764,409
                                                        --          --     ---------      ----------
 Net premiums ..................................     1,019      17,111        55,368         109,351
 Transfers (to) from the general account of
   Life of Virginia:
   Death benefits ..............................        --          --        (1,972)        (66,404)
   Surrenders ..................................       (92)        (49)      (87,614)       (321,901)
   Administrative expenses .....................       (32)       (101)       (4,772)        (11,195)
 Transfers (to)/from the Guarantee Account .....     2,432       1,623        29,407          64,006
 Interfund transfers ...........................    52,670      58,027      (148,659)        (32,501)
                                                    ------      ------     ---------      ----------
Net increase (decrease) in units from capital
 transactions ..................................    55,997      76,611      (158,242)       (258,644)
                                                    ------      ------     ---------      ----------
Units outstanding at December 31, 1997 .........    55,997      76,611     1,817,576       4,505,765
                                                    ------      ------     ---------      ----------
 Net premiums ..................................    12,832      43,391        16,545          85,570
 Transfers (to) from the general account of
   Life of Virginia:
   Death benefits ..............................        --          --        (8,425)        (16,960)
   Surrenders ..................................   (13,525)     (2,223)     (137,584)       (306,115)
   Cost of insurance ...........................      (192)       (222)       (3,687)        (10,854)
 Transfers (to) from the Guarantee Account .....     8,053       7,385        13,161          60,329
 Interfund transfers ...........................    34,878      (2,510)     (145,916)        (10,306)
                                                   -------      ------     ---------      ----------
Net increase (decrease) in units from capital
 transactions ..................................    42,046      45,821      (265,906)       (198,336)
                                                   -------      ------     ---------      ----------
Units outstanding at December 31, 1998 .........    98,043     122,432     1,551,670       4,307,429
                                                   =======     =======     =========      ==========
</TABLE>

                                      A-52
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4

                         NOTES TO FINANCIAL STATEMENTS

                         DECEMBER 31, 1998 -- CONTINUED

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- Continued



<TABLE>
<CAPTION>
                                                                        JANUS ASPEN SERIES (CONTINUED)
                                                     ---------------------------------------------------------------------
                                                                                   FLEXIBLE   INTERNATIONAL     CAPITAL
                                                       WORLDWIDE      BALANCED      INCOME        GROWTH      APPRECIATION
                                                       PORTFOLIO     PORTFOLIO    PORTFOLIO     PORTFOLIO      PORTFOLIO
TYPE I UNITS                                         ------------- ------------- ----------- --------------- -------------
<S>                                                  <C>           <C>           <C>         <C>             <C>
Units outstanding at December 31, 1995 .............   2,757,216       111,972      39,079             --            --
                                                       ---------       -------      ------             --            --
 Net premiums ......................................     880,684        49,343       4,021         34,924            --
 Transfers (to) from the general account of Life of
   Virginia:
   Death benefits ..................................     (51,566)       (2,953)         --             --            --
   Surrenders ......................................    (739,842)      (15,986)     (1,075)        (1,689)           --
   Administrative expenses .........................     (48,025)       (1,541)       (194)          (301)           --
 Transfers (to)/from the Guarantee Account .........     455,640        26,519      11,223         37,626            --
 Interfund transfers ...............................     916,700       191,453      64,966        403,878            --
                                                       ---------       -------      ------        -------            --
Net increase (decrease) in units from capital
 transactions ......................................   1,413,591       246,835      78,941        474,438            --
                                                       ---------       -------      ------        -------            --
Units outstanding at December 31, 1996 .............   4,170,807       358,807     118,020        474,438            --
                                                       ---------       -------     -------        -------            --
 Net premiums ......................................     257,478        32,492       8,506         99,898         2,452
 Transfers (to) from the general account of Life of
   Virginia:
   Death benefits ..................................      (7,323)           --          --             --            --
   Surrenders ......................................    (229,991)      (34,024)    (17,779)       (40,170)       (1,327)
   Administrative expenses .........................     (12,079)       (1,430)       (403)        (2,200)          (58)
 Transfers (to)/from the Guarantee Account .........     148,276        55,427      78,205         64,693           344
 Interfund transfers ...............................     611,104     2,070,280      94,329        408,010        47,846
                                                       ---------     ---------     -------        -------        ------
Net increase (decrease) in units from capital
 transactions ......................................     767,465     2,122,745     162,858        530,231        49,257
                                                       ---------     ---------     -------        -------        ------
Units outstanding at December 31, 1997 .............   4,938,272     2,481,552     280,878      1,004,669        49,257
                                                       ---------     ---------     -------      ---------        ------
 Net premiums ......................................     235,218       127,113      37,137         55,993       124,428
 Transfers (to) from the general account of Life of
   Virginia:
   Death benefits ..................................     (17,077)      (16,246)     (1,939)        (2,564)           --
   Surrenders ......................................    (371,035)     (424,576)    (20,362)       (67,352)       (9,789)
   Cost of insurance ...............................     (11,204)       (6,797)       (928)        (2,002)         (416)
 Transfers (to) from the Guarantee Account .........      69,943       102,984      62,318         28,874        11,707
 Interfund transfers ...............................      50,630       652,003     195,121         35,806       331,630
                                                       ---------     ---------     -------      ---------       -------
Net increase (decrease) in units from capital
 transactions ......................................     (43,525)      434,481     271,347         48,755       457,560
                                                       ---------     ---------     -------      ---------       -------
Units outstanding at December 31, 1998 .............   4,894,747     2,916,033     552,225      1,053,424       506,817
                                                       =========     =========     =======      =========       =======
</TABLE>

                                      A-53
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4

                         NOTES TO FINANCIAL STATEMENTS

                         DECEMBER 31, 1998 -- CONTINUED

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- Continued



<TABLE>
<CAPTION>
                                                        GOLDMAN SACHS VARIABLE              SALOMON BROTHERS
                                                         INSURANCE TRUST FUND             VARIABLE SERIES FUND
                                                       -------------------------   -----------------------------------
                                                        GROWTH AND      MID CAP
                                                          INCOME        EQUITY      STRATEGIC     INVESTORS     TOTAL
                                                           FUND          FUND          FUND          FUND       RETURN
                                                       ------------   ----------   -----------   -----------   -------
<S>                                                    <C>            <C>          <C>           <C>           <C>
TYPE I UNITS
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 ......................................          --            --          --              --         --
 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, 1997 .............          --            --          --              --         --
                                                              --            --          ----            --         --
 Net premiums ......................................      10,233         2,260        1,927          42            --
 Transfers (to) from the general account of Life of
   Virginia:
   Death benefits ..................................          --            --          --              --         --
   Surrenders ......................................        (273)         (720)         --              --         --
   Cost of insurance ...............................         (43)          (49)           (2)           --         --
 Transfers (to) from the Guarantee Account .........      22,381         5,400          --              --         --
 Interfund transfers ...............................      20,352        71,158         874              --      6,299
                                                          ------        ------        ------            --      -----
Net increase (decrease) in units from capital
 transactions ......................................      52,650        78,049        2,799          42         6,299
                                                          ------        ------        ------         --         -----
Units outstanding at December 31, 1998 .............      52,650        78,049        2,799          42         6,299
                                                          ======        ======        ======         ==         =====
</TABLE>



                                      A-54
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4

                         NOTES TO FINANCIAL STATEMENTS

                         DECEMBER 31, 1998 -- CONTINUED

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- Continued



<TABLE>
<CAPTION>
                                                                           GE INVESTMENTS FUNDS, INC.
                                                      ---------------------------------------------------------------------
                                                         S&P 500     GOVERNMENT       MONEY         TOTAL     INTERNATIONAL
                                                          INDEX      SECURITIES      MARKET        RETURN        EQUITY
                                                           FUND         FUND          FUND          FUND          FUND
                                                      ------------- ------------ -------------- ------------ --------------
<S>                                                   <C>           <C>          <C>            <C>          <C>
TYPE II UNITS
Units outstanding at December 31, 1995 ..............     400,009      153,756      1,508,360      252,584        47,044
                                                          -------      -------      ---------      -------        ------
 Net premiums .......................................     647,438      194,563     10,719,294      345,169       204,787
 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)
   Administrative expenses ..........................        (290)        (130)          (792)        (196)          (80)
 Transfers (to) from the Guarantee Account ..........      78,749        3,809        (49,295)      38,959        26,698
 Interfund transfers ................................     155,417      (66,854)    (8,053,173)      35,026        58,323
                                                          -------      -------     ----------      -------       -------
Net increase (decrease) in units from capital
 transactions .......................................     862,493      122,440      2,385,019      406,667       285,359
                                                          -------      -------     ----------      -------       -------
Units outstanding at December 31, 1996 ..............   1,262,502      276,196      3,893,379      659,251       332,403
                                                        ---------      -------     ----------      -------       -------
 Net premiums .......................................   1,106,640       58,332      7,321,970      188,455       143,803
 Transfers (to) from the general account of Life of
   Virginia:
   Death benefits ...................................     (46,669)          --        (31,824)      (4,811)         (188)
   Surrenders .......................................     (61,683)     (10,472)      (497,702)     (40,510)      (16,180)
   Loans ............................................          --           --             --           --            --
   Administrative expenses ..........................      (1,001)        (115)        (2,877)        (508)         (358)
 Transfers (to) from the Guarantee Account ..........     376,140       37,807        406,500       93,000        69,865
 Interfund transfers ................................     389,211     (361,748)    (6,108,959)      33,268        85,065
                                                        ---------     --------     ----------      -------       -------
Net increase (decrease) in units from capital
 transactions .......................................   1,762,638     (276,196)     1,087,108      268,894       282,007
                                                        ---------     --------     ----------      -------       -------
Units outstanding at December 31, 1997 ..............   3,025,140           --      4,980,487      928,145       614,410
                                                        ---------     --------     ----------      -------       -------
 Net premiums .......................................   1,191,108           --      4,686,359      224,832        71,002
 Transfers (to) from the general account of Life of
   Virginia:
   Death benefits ...................................     (18,705)          --       (269,042)      (8,405)       (4,372)
   Surrenders .......................................    (199,459)          --     (1,083,395)     (46,133)      (38,542)
   Cost of insurance ................................      (2,313)          --         (4,489)        (698)         (803)
 Transfers (to) from the Guarantee Account ..........     878,507           --      1,448,793      291,977       130,273
 Interfund transfers ................................     313,281           --       (525,766)      35,416      (130,050)
                                                        ---------     --------     ----------      -------      --------
 Net increase (decrease) in units from capital
   transactions .....................................   2,162,419           --      4,252,460      496,989        27,508
                                                        ---------     --------     ----------      -------      --------
 Units outstanding at December 31, 1998 .............   5,187,559           --      9,232,947    1,425,134       641,918
                                                        =========     ========     ==========    =========      ========

</TABLE>


                                      A-55
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4

                         NOTES TO FINANCIAL STATEMENTS

                         DECEMBER 31, 1998 -- CONTINUED

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- Continued



<TABLE>
<CAPTION>
                                                                 GE INVESTMENT FUNDS, INC.
                                                                ---------------------------
                                                                 REAL ESTATE      GLOBAL
                                                                  SECURITIES      INCOME
                                                                     FUND          FUND
                                                                ------------- -------------
<S>                                                             <C>           <C>
TYPE II UNITS
Units outstanding at December 31, 1995 ........................      34,477          --
                                                                     ------          ----
 Net premiums .................................................     214,051          --
 Transfers (to) from the general account of Life of
   Virginia:
   Death benefits .............................................          --          --
   Surrenders .................................................      (1,826)         --
   Administrative expenses ....................................         (43)         --
 Transfers (to) from the Guarantee Account ....................      19,914          --
 Interfund transfers ..........................................     162,396          --
                                                                    -------          ----
Net increase (decrease) in units from capital transactions ....     394,492          --
                                                                    -------          ----
Units outstanding at December 31, 1996 ........................     428,969          --
                                                                    -------          ----
 Net premiums .................................................     604,427      19,022
 Transfers (to) from the general account of Life of
   Virginia:
   Death benefits .............................................      (1,092)         --
   Surrenders .................................................     (24,343)       (487)
   Loans ......................................................          --          --
   Administrative expenses ....................................        (445)           (8)
 Transfers (to) from the Guarantee Account ....................     236,279      19,733
 Interfund transfers ..........................................     234,452      41,030
                                                                    -------      --------
Net increase (decrease) in units from capital transactions ....   1,049,278      79,290
                                                                  ---------      --------
Units outstanding at December 31, 1997 ........................   1,478,247      79,290
                                                                  ---------      --------
 Net premiums .................................................     242,837      52,447
 Transfers (to) from the general account of Life of
   Virginia:
   Death benefits .............................................      (9,506)         --
   Surrenders .................................................     (44,578)     (2,877)
   Cost of insurance ..........................................      (1,006)        (81)
 Transfers (to) from the Guarantee Account ....................     346,955      83,494
 Interfund transfers ..........................................    (259,466)     73,722
                                                                  ---------      --------
 Net increase (decrease) in units from capital transactions ...     275,236      206,705
                                                                  ---------      --------
 Units outstanding at December 31, 1998 .......................   1,753,483      285,995
                                                                  =========      ========



<CAPTION>
                                                                       GE INVESTMENT FUNDS, INC.
                                                                ----------------------------------------
                                                                                                  US
                                                                 VALUE EQUITY      INCOME       EQUITY
                                                                     FUND           FUND         FUND
                                                                -------------- ------------- -----------
<S>                                                             <C>            <C>           <C>
TYPE II UNITS
Units outstanding at December 31, 1995 ........................          --             --          --
                                                                         --             --          --
 Net premiums .................................................          --        162,212          --
 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 .................................................     242,987          1,357          --
 Transfers (to) from the general account of Life of
   Virginia:
   Death benefits .............................................        (153)            --          --
   Surrenders .................................................      (5,196)          (415)         --
   Loans ......................................................          --             --          --
   Administrative expenses ....................................         (28)           (42)         --
 Transfers (to) from the Guarantee Account ....................     146,978          5,210          --
 Interfund transfers ..........................................     346,028        897,139          --
                                                                    -------        -------          --
Net increase (decrease) in units from capital transactions ....     730,616        903,249          --
                                                                    -------        -------          --
Units outstanding at December 31, 1997 ........................     730,616        903,249          --
                                                                    -------        -------          --
 Net premiums .................................................     651,133        162,212      86,729
 Transfers (to) from the general account of Life of
   Virginia:
   Death benefits .............................................      (1,696)        (5,856)         --
   Surrenders .................................................    (104,573)       (49,209)       (787)
   Cost of insurance ..........................................        (689)          (703)        (16)
 Transfers (to) from the Guarantee Account ....................     607,675        345,204      51,261
 Interfund transfers ..........................................     257,534        529,843      43,108
                                                                   --------        -------      ------
 Net increase (decrease) in units from capital transactions ...   1,409,384        981,491     180,295
                                                                  ---------        -------     -------
 Units outstanding at December 31, 1998 .......................   2,140,000      1,884,740     180,295
                                                                  =========      =========     =======
</TABLE>


                                      A-56
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4

                         NOTES TO FINANCIAL STATEMENTS

                         DECEMBER 31, 1998 -- CONTINUED

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- Continued



<TABLE>
<CAPTION>
                                                  OPPENHEIMER VARIABLE ACCOUNT
                                                             FUNDS
                                                  ----------------------------
                                                       MONEY          BOND
                                                        FUND          FUND
                                                  --------------- ------------
<S>                                               <C>             <C>
TYPE II UNITS
Units outstanding at December 31, 1995 ..........     58,163         275,480
                                                      --------       -------
 Net premiums ...................................         70         307,614
 Transfers (to) from the general account of
   Life of Virginia:
   Death benefits ...............................         --          (3,625)
   Surrenders ...................................     (1,020)        (13,875)
   Administrative expenses ......................           (6)         (160)
 Transfers (to) from the Guarantee Account ......       (156)         32,015
 Interfund transfers ............................    (33,183)        109,648
                                                     ---------       -------
Net increase (decrease) in units from
 capital transactions ...........................    (34,295)        431,617
                                                     ---------       -------
Units outstanding at December 31, 1996 ..........     23,868         707,097
                                                     ---------       -------
 Net premiums ...................................         30         167,289
 Transfers (to) from the general account of
   Life of Virginia:
   Death benefits ...............................         --          (8,306)
   Surrenders ...................................       (202)        (30,599)
   Loans ........................................         --              --
   Administrative expenses ......................           (5)         (513)
 Transfers (to) from the Guarantee Account ......         --         156,266
 Interfund transfers ............................    (23,691)          2,783
                                                     ---------       -------
Net increase (decrease) in units from capital
 transactions ...................................    (23,868)        286,920
                                                     ---------       -------
Units outstanding at December 31, 1997 ..........         --         994,017
                                                     ---------       -------
 Net premiums ...................................         --         270,558
 Transfers (to) from the general account of
   Life of Virginia:
   Death benefits ...............................         --         (14,333)
   Surrenders ...................................         --         (74,631)
   Cost of insurance ............................         --            (785)
 Transfers (to) from the Guarantee Account ......         --         382,347
 Interfund transfers ............................         --         419,337
                                                     ---------       -------
Net increase (decrease) in units from capital
 transactions ...................................         --         982,493
                                                     ---------       -------
Units outstanding at December 31, 1998 ..........         --       1,976,510
                                                     =========     =========



<CAPTION>
                                                             OPPENHEIMER VARIABLE ACCOUNT FUNDS
                                                  --------------------------------------------------------
                                                      CAPITAL                       HIGH        MULTIPLE
                                                   APPRECIATION      GROWTH        INCOME      STRATEGIES
                                                       FUND           FUND          FUND          FUND
                                                  -------------- ------------- ------------- -------------
<S>                                               <C>            <C>           <C>           <C>
TYPE II UNITS
Units outstanding at December 31, 1995 ..........     582,579        423,764       561,144       256,681
                                                      -------        -------       -------       -------
 Net premiums ...................................   1,152,800        440,344       922,316       383,300
 Transfers (to) from the general account of
   Life of Virginia:
   Death benefits ...............................     (23,778)        (2,446)      (14,183)       (3,190)
   Surrenders ...................................     (34,224)        (9,335)      (24,799)      (11,252)
   Administrative expenses ......................        (668)          (213)         (520)         (329)
 Transfers (to) from the Guarantee Account ......     169,506         50,413        94,808        45,770
 Interfund transfers ............................     275,079        189,075       176,989        77,022
                                                    ---------        -------       -------       -------
Net increase (decrease) in units from
 capital transactions ...........................   1,538,715        667,838     1,154,611       491,321
                                                    ---------        -------     ---------       -------
Units outstanding at December 31, 1996 ..........   2,121,294      1,091,602     1,715,755       748,002
                                                    ---------      ---------     ---------       -------
 Net premiums ...................................     713,649        880,279       703,696       349,189
 Transfers (to) from the general account of
   Life of Virginia:
   Death benefits ...............................     (10,958)        (8,211)      (16,328)       (5,971)
   Surrenders ...................................     (79,872)       (48,836)     (109,043)      (55,647)
   Loans ........................................          --             --            --            --
   Administrative expenses ......................      (1,748)          (951)       (1,245)         (701)
 Transfers (to) from the Guarantee Account ......     369,347        337,722       379,179       151,804
 Interfund transfers ............................      64,736        210,754       262,960        13,450
                                                    ---------      ---------     ---------       -------
Net increase (decrease) in units from capital
 transactions ...................................   1,055,154      1,370,757     1,219,219       452,124
                                                    ---------      ---------     ---------       -------
Units outstanding at December 31, 1997 ..........   3,176,448      2,462,359     2,934,974     1,200,126
                                                    ---------      ---------     ---------     ---------
 Net premiums ...................................     267,347        407,290       416,094       182,920
 Transfers (to) from the general account of
   Life of Virginia:
   Death benefits ...............................     (18,426)       (19,533)      (24,017)      (11,769)
   Surrenders ...................................    (147,815)      (120,149)     (177,425)      (74,629)
   Cost of insurance ............................      (2,506)        (1,908)       (2,036)         (993)
 Transfers (to) from the Guarantee Account ......     343,625        410,907       621,713       292,547
 Interfund transfers ............................    (505,666)      (126,117)      (49,276)      (29,622)
                                                    ---------      ---------     ---------     ---------
Net increase (decrease) in units from capital
 transactions ...................................     (63,441)       550,490       785,053       358,454
                                                    ---------      ---------     ---------     ---------
Units outstanding at December 31, 1998 ..........   3,113,007      3,012,849     3,720,027     1,558,580
                                                    =========      =========     =========     =========
</TABLE>

                                      A-57
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4

                         NOTES TO FINANCIAL STATEMENTS

                         DECEMBER 31, 1998 -- CONTINUED

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- Continued



<TABLE>
<CAPTION>
                                                                VARIABLE INSURANCE PRODUCTS
                                                                           FUND
                                                                ---------------------------
                                                                    MONEY          HIGH
                                                                    MARKET        INCOME
                                                                  PORTFOLIO     PORTFOLIO
                                                                ------------- -------------
<S>                                                             <C>           <C>
TYPE II UNITS
Units outstanding at December 31, 1995 ........................     980,344       495,562
                                                                    -------       -------
 Net premiums .................................................         138            --
 Transfers (to) from the general account of Life of
   Virginia:
   Death benefits .............................................      (5,285)       (1,518)
   Surrenders .................................................     (18,734)      (18,658)
   Administrative expenses ....................................        (323)         (228)
 Transfers (to) from the Guarantee Account ....................         (31)       (3,382)
 Interfund transfers ..........................................    (659,500)     (168,501)
                                                                   --------      --------
Net increase (decrease) in units from capital transactions ....    (683,735)     (192,287)
                                                                   --------      --------
Units outstanding at December 31, 1996 ........................     296,609       303,275
                                                                   --------      --------
 Net premiums .................................................         931           306
 Transfers (to) from the general account of Life of
   Virginia:
   Death benefits .............................................      (9,387)         (206)
   Surrenders .................................................      (6,379)      (17,828)
   Loans ......................................................          --            --
   Administrative expenses ....................................        (179)         (172)
 Transfers (to) from the Guarantee Account ....................          --          (595)
 Interfund transfers ..........................................    (281,595)     (284,780)
                                                                   --------      --------
Net increase (decrease) in units from capital transactions ....    (296,609)     (303,275)
                                                                   --------      --------
Units outstanding at December 31, 1997 ........................          --            --
                                                                   --------      --------
 Net premiums .................................................          --            --
 Transfers (to) from the general account of Life of
   Virginia:
   Death benefits .............................................          --            --
   Surrenders .................................................          --            --
   Cost of insurance ..........................................          --            --
 Transfers (to) from the Guarantee Account ....................          --            --
 Interfund transfers ..........................................          --            --
                                                                   --------      --------
Net increase (decrease) in units from capital transactions ....          --            --
                                                                   --------      --------
Units outstanding at December 31, 1998 ........................          --            --
                                                                   ========      ========



<CAPTION>
                                                                    VARIABLE INSURANCE PRODUCTS FUND
                                                                -----------------------------------------
                                                                    EQUITY-
                                                                    INCOME         GROWTH      OVERSEAS
                                                                   PORTFOLIO     PORTFOLIO     PORTFOLIO
                                                                -------------- ------------- ------------
<S>                                                             <C>            <C>           <C>
TYPE II UNITS
Units outstanding at December 31, 1995 ........................    3,119,975     1,525,015      829,371
                                                                   ---------     ---------      -------
 Net premiums .................................................    3,158,538     1,222,269      521,600
 Transfers (to) from the general account of Life of
   Virginia:
   Death benefits .............................................      (43,181)      (21,919)     (11,961)
   Surrenders .................................................     (134,965)      (50,499)     (31,329)
   Administrative expenses ....................................       (2,658)       (1,349)        (733)
 Transfers (to) from the Guarantee Account ....................      402,673       186,018      127,385
 Interfund transfers ..........................................      541,485       167,039      123,110
                                                                   ---------     ---------      -------
Net increase (decrease) in units from capital transactions ....    3,921,892     1,501,559      728,072
                                                                   ---------     ---------      -------
Units outstanding at December 31, 1996 ........................    7,041,867     3,026,574    1,557,443
                                                                   ---------     ---------    ---------
 Net premiums .................................................    2,260,371       504,224      230,215
 Transfers (to) from the general account of Life of
   Virginia:
   Death benefits .............................................      (70,511)      (17,520)     (11,283)
   Surrenders .................................................     (310,722)     (121,652)     (59,094)
   Loans ......................................................           --            --           --
   Administrative expenses ....................................       (5,614)       (2,437)      (1,374)
 Transfers (to) from the Guarantee Account ....................      959,930       232,691      169,290
 Interfund transfers ..........................................      198,852        (7,282)    (122,609)
                                                                   ---------     ---------    ---------
Net increase (decrease) in units from capital transactions ....    3,032,306       588,024      205,145
                                                                   ---------     ---------    ---------
Units outstanding at December 31, 1997 ........................   10,074,173     3,614,598    1,762,588
                                                                  ----------     ---------    ---------
 Net premiums .................................................    1,114,775       299,241       60,690
 Transfers (to) from the general account of Life of
   Virginia:
   Death benefits .............................................      (77,675)      (28,379)     (10,651)
   Surrenders .................................................     (485,863)     (150,297)     (67,437)
   Cost of insurance ..........................................       (7,075)       (2,366)      (1,208)
 Transfers (to) from the Guarantee Account ....................    1,227,043       185,849       81,221
 Interfund transfers ..........................................     (509,932)     (100,385)    (208,247)
                                                                  ----------     ---------    ---------
Net increase (decrease) in units from capital transactions ....    1,261,273       203,663     (145,632)
                                                                  ----------     ---------    ---------
Units outstanding at December 31, 1998 ........................   11,335,446     3,818,261    1,616,956
                                                                  ==========     =========    =========
</TABLE>

                                      A-58
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4

                         NOTES TO FINANCIAL STATEMENTS

                         DECEMBER 31, 1998 -- CONTINUED

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- Continued



<TABLE>
<CAPTION>
                                              VARIABLE INSURANCE           VARIABLE INSURANCE
                                               PRODUCTS FUND II             PRODUCTS FUND III
                                          --------------------------- -----------------------------
                                              ASSET                      GROWTH &        GROWTH
                                             MANAGER      CONTRFUND       INCOME     OPPORTUNITIES
                                            PORTFOLIO     PORTFOLIO     PORTFOLIO      PORTFOLIO
                                          ------------- ------------- ------------- ---------------
<S>                                       <C>           <C>           <C>           <C>
TYPE II UNITS
Units outstanding at
 December 31, 1995 ......................   1,469,667     2,007,948            --             --
                                            ---------     ---------            --             --
 Net premiums ...........................     640,444     2,595,994            --             --
 Transfers (to) from the general
   account of Life of Virginia:
   Death benefits .......................     (19,704)      (23,500)           --             --
   Surrenders ...........................     (67,829)      (72,281)           --             --
   Administrative expenses ..............      (1,135)       (2,159)           --             --
 Transfers (to) from the Guarantee
   Account ..............................     117,636       428,333            --             --
 Interfund transfers ....................     109,440       559,664            --             --
                                            ---------     ---------            --             --
Net increase (decrease) in units from
 capital transactions ...................     778,852     3,486,051            --             --
                                            ---------     ---------            --             --
Units outstanding at
 December 31, 1996 ......................   2,248,519     5,493,999            --             --
                                            ---------     ---------            --             --
 Net premiums ...........................     317,380     2,003,590       452,458        553,737
 Transfers (to) from the general
   account of Life of Virginia:
   Death benefits .......................     (14,483)      (32,105)         (176)          (968)
   Surrenders ...........................    (101,528)     (196,054)       (9,166)        (9,539)
   Loans ................................          --            --            --             --
   Administrative expenses ..............      (1,272)       (4,990)          (79)           (66)
 Transfers (to) from the Guarantee
   Account ..............................     132,093     1,027,864       208,287        207,607
 Interfund transfers ....................      98,224       303,373       324,762        298,769
                                            ---------     ---------       -------        -------
Net increase (decrease) in units from
 capital transactions ...................     430,414     3,101,678       976,086      1,049,540
                                            ---------     ---------       -------      ---------
Units outstanding at
 December 31, 1997 ......................   2,678,933     8,595,677       976,086      1,049,540
                                            ---------     ---------       -------      ---------
 Net premiums ...........................     252,836     1,051,752       918,372        716,944
 Transfers (to) from the general
   account of Life of Virginia:
   Death benefits .......................     (17,250)      (51,811)      (49,171)        (7,825)
   Surrenders ...........................    (134,438)     (317,883)      (60,159)       (69,582)
   Cost of insurance ....................      (1,548)       (6,665)       (1,024)        (1,197)
 Transfers (to) from the Guarantee
   Account ..............................     283,280     1,100,294       688,392        768,665
 Interfund transfers ....................     114,498      (285,564)      371,319        502,246
                                            ---------     ---------       -------      ---------
Net increase (decrease) in units from
 capital transactions ...................     497,378     1,490,123     1,867,729      1,909,251
                                            ---------     ---------     ---------      ---------
Units outstanding at December 31,
 1998 ...................................   3,176,311    10,085,800     2,843,815      2,958,791
                                            =========    ==========     =========      =========



<CAPTION>
                                                 ADVISERS MANAGEMENT TRUST
                                          ----------------------------------------
                                             BALANCED        BOND        GROWTH
                                            PORTFOLIO     PORTFOLIO     PORTFOLIO
                                          ------------- ------------- ------------
<S>                                       <C>           <C>           <C>
TYPE II UNITS
Units outstanding at
 December 31, 1995 ......................     191,438       398,276      209,909
                                              -------       -------      -------
 Net premiums ...........................          --          (252)          --
 Transfers (to) from the general
   account of Life of Virginia:
   Death benefits .......................      (1,089)       (8,981)      (1,419)
   Surrenders ...........................      (2,814)       (3,959)      (6,733)
   Administrative expenses ..............        (103)         (315)        (174)
 Transfers (to) from the Guarantee
   Account ..............................          --           120           --
 Interfund transfers ....................     (44,480)     (127,260)     (46,447)
                                              -------      --------      -------
Net increase (decrease) in units from
 capital transactions ...................     (48,486)     (140,647)     (54,773)
                                              -------      --------      -------
Units outstanding at
 December 31, 1996 ......................     142,952       257,629      155,136
                                              -------      --------      -------
 Net premiums ...........................          25            --           --
 Transfers (to) from the general
   account of Life of Virginia:
   Death benefits .......................      (2,194)       (1,620)          --
   Surrenders ...........................     (10,921)      (12,250)      (3,242)
   Loans ................................          --            --           --
   Administrative expenses ..............        (108)         (204)         (81)
 Transfers (to) from the Guarantee
   Account ..............................        (601)       (6,721)          --
 Interfund transfers ....................    (129,153)     (236,834)    (151,813)
                                             --------      --------     --------
Net increase (decrease) in units from
 capital transactions ...................    (142,952)     (257,629)    (155,136)
                                             --------      --------     --------
Units outstanding at
 December 31, 1997 ......................          --            --           --
                                             --------      --------     --------
 Net premiums ...........................          --            --           --
 Transfers (to) from the general
   account of Life of Virginia:
   Death benefits .......................          --            --           --
   Surrenders ...........................          --            --           --
   Cost of insurance ....................          --            --           --
 Transfers (to) from the Guarantee
   Account ..............................          --            --           --
 Interfund transfers ....................          --            --           --
                                             --------      --------     --------
Net increase (decrease) in units from
 capital transactions ...................          --            --           --
                                             --------      --------     --------
Units outstanding at December 31,
 1998 ...................................          --            --           --
                                             ========      ========     ========
</TABLE>


                                      A-59
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4

                         NOTES TO FINANCIAL STATEMENTS

                         DECEMBER 31, 1998 -- CONTINUED

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- Continued



<TABLE>
<CAPTION>
                                                 FEDERATED INVESTORS INSURANCE
                                                             SERIES
                                          --------------------------------------------
                                              AMERICAN          HIGH
                                               LEADERS         INCOME
                                              PORTFOLIO        BONDS        UTILITY
                                               FUND II        FUND II       FUND II
                                          ---------------- ------------- -------------
<S>                                       <C>              <C>           <C>
TYPE II UNITS
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
                                             ----------      ---------     ---------
 Net premiums ...........................    1,050,794         473,760       292,385
 Transfers (to) from the general
   account of Life of Virginia:
   Death benefits .......................     (44,621)         (24,952)      (12,603)
   Surrenders ...........................    (111,859)        (152,690)      (73,103)
   Cost of insurance ....................      (2,136)          (1,284)       (1,163)
 Transfers (to) from the Guarantee
   Account ..............................     942,089          803,434       316,103
 Interfund transfers ....................      64,125           (7,464)      103,595
                                             ----------      ---------     ---------
Net increase (decrease) in units from
 capital transactions ...................    1,898,392       1,090,804       625,214
                                             ----------      ---------     ---------
Units outstanding at December 31,
 1998 ...................................    3,955,083       2,977,691     1,950,915
                                             ==========      =========     =========



<CAPTION>
                                                                           PBHG INSURANCE
                                                ALGER AMERICAN              SERIES FUND
                                          --------------------------- ------------------------
                                                                       LARGE CAP
                                            SMALL CAP       GROWTH       GROWTH     GROWTH II
                                            PORTFOLIO     PORTFOLIO    PORTFOLIO    PORTFOLIO
                                          ------------- ------------- ----------- ------------
<S>                                       <C>           <C>           <C>         <C>
TYPE II UNITS
Units outstanding at
 December 31, 1995 ......................     401,258       312,011          --           --
                                              -------       -------          --           --
 Net premiums ...........................   2,385,857     1,979,744          --           --
 Transfers (to) from the general
   account of Life of Virginia:
   Death benefits .......................      (6,505)       (2,249)         --           --
   Surrenders ...........................     (49,583)      (21,913)         --           --
   Administrative expenses ..............        (658)         (517)         --           --
 Transfers (to) from the Guarantee
   Account ..............................     364,980       234,626          --           --
 Interfund transfers ....................     472,803       460,475          --           --
                                            ---------     ---------          --           --
Net increase (decrease) in units from
 capital transactions ...................   3,166,894     2,650,166          --           --
                                            ---------     ---------          --           --
Units outstanding at
 December 31, 1996 ......................   3,568,152     2,962,177          --           --
                                            ---------     ---------          --           --
 Net premiums ...........................   1,139,813     1,030,593     108,061      306,146
 Transfers (to) from the general
   account of Life of Virginia:
   Death benefits .......................     (25,827)      (23,277)        (63)          --
   Surrenders ...........................     (95,915)     (104,485)       (998)      (4,853)
   Loans ................................          --            --          --           --
   Administrative expenses ..............      (3,710)       (2,759)        (28)         (35)
 Transfers (to) from the Guarantee
   Account ..............................     865,037       527,894      51,297      100,624
 Interfund transfers ....................     197,908        (9,957)    188,564      174,128
                                            ---------     ---------     -------      -------
Net increase (decrease) in units from
 capital transactions ...................   2,077,306     1,418,009     346,833      576,010
                                            ---------     ---------     -------      -------
Units outstanding at
 December 31, 1997 ......................   5,645,458     4,380,186     346,833      576,010
                                            ---------     ---------     -------      -------
 Net premiums ...........................     543,439       690,044     168,982      126,932
 Transfers (to) from the general
   account of Life of Virginia:
   Death benefits .......................     (35,528)      (33,911)     (3,311)     (11,165)
   Surrenders ...........................    (238,113)     (227,269)    (33,291)     (36,248)
   Cost of insurance ....................      (4,762)       (3,266)       (404)        (590)
 Transfers (to) from the Guarantee
   Account ..............................     719,382       587,070     148,909      227,092
 Interfund transfers ....................    (547,462)      212,429      68,319      (42,435)
                                            ---------     ---------     -------      -------
Net increase (decrease) in units from
 capital transactions ...................     436,956     1,225,097     349,204      263,586
                                            ---------     ---------     -------      -------
Units outstanding at December 31,
 1998 ...................................   6,082,414     5,605,283     696,037      839,596
                                            =========     =========     =======      =======
</TABLE>



                                      A-60
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4

                         NOTES TO FINANCIAL STATEMENTS

                         DECEMBER 31, 1998 -- CONTINUED

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- Continued



<TABLE>
<CAPTION>
                                                 JANUS ASPEN SERIES
                                    --------------------------------------------
                                       AGGRESSIVE
                                         GRWOTH         GROWTH       WORLDWIDE
                                       PORTFOLIO      PORTFOLIO      PORTFOLIO
                                    --------------- ------------- --------------
<S>                                 <C>             <C>           <C>
TYPE II UNITS
Units outstanding at
 December 31, 1995 ................     1,251,004     1,875,640      1,227,070
                                        ---------     ---------      ---------
 Net premiums .....................     1,109,539     1,939,884      2,853,570
 Transfers (to) from the general
   account of Life of Virginia:
   Death benefits .................        (5,075)      (28,847)       (26,212)
   Surrenders .....................       (20,314)     (111,109)       (94,535)
   Administrative expenses ........          (141)       (2,321)        (2,275)
 Transfers (to) from the
   Guarantee Account ..............        99,771       288,072        475,568
 Interfund transfers ..............       227,267       921,603        713,001
                                        ---------     ---------      ---------
Net increase (decrease) in units
 from capital transactions ........     1,411,047     3,007,282      3,919,117
                                        ---------     ---------      ---------
Units outstanding at
 December 31, 1996 ................     2,662,051     4,882,922      5,146,187
                                        ---------     ---------      ---------
 Net premiums .....................       608,750     1,633,216      3,372,062
 Transfers (to) from the general
   account of Life of Virginia:
   Death benefits .................       (22,328)      (36,365)       (35,456)
   Surrenders .....................       (80,725)     (180,611)      (228,974)
   Loans ..........................            --            --             --
   Administrative expenses ........        (1,935)       (4,325)        (4,300)
 Transfers (to) from the
   Guarantee Account ..............       253,985       867,094      1,289,775
 Interfund transfers ..............        22,869       108,967        572,391
                                        ---------     ---------      ---------
Net increase (decrease) in units
 from capital transactions ........       780,616     2,387,976      4,965,498
                                        ---------     ---------      ---------
Units outstanding at
 December 31, 1997 ................     3,442,667     7,270,898     10,111,685
                                        ---------     ---------     ----------
 Net premiums .....................     8,584,230       859,963      1,450,914
 Transfers (to) from the general
   account of Life of Virginia:
   Death benefits .................    (1,210,219)      (49,261)       (36,063)
   Surrenders .....................    (5,336,460)     (293,814)      (402,150)
   Cost of insurance ..............       (83,426)       (5,694)        (7,564)
 Transfers (to) from the
   Guarantee Account ..............     8,351,873       854,937      1,487,450
 Interfund transfers ..............   (10,259,970)      190,192        (49,539)
                                      -----------     ---------     ----------
Net increase (decrease) in units
 from capital transactions ........        46,028     1,556,323      2,443,048
                                      -----------     ---------     ----------
Units outstanding at
 December 31, 1998 ................     3,488,695     8,827,221     12,554,733
                                      ===========     =========     ==========



<CAPTION>
                                                        JANUS ASPEN SERIES
                                    -----------------------------------------------------------
                                                     FLEXIBLE    INTERNATIONAL      CAPITAL
                                       BALANCED       INCOME         GROWTH       APPRECIATION
                                      PORTFOLIO     PORTFOLIO      PORTFOLIO       PORTFOLIO
                                    ------------- ------------- --------------- ---------------
<S>                                 <C>           <C>           <C>             <C>
TYPE II UNITS
Units outstanding at
 December 31, 1995 ................      73,538        36,272             --             --
                                         ------        ------             --             ----
 Net premiums .....................     547,525       240,317        388,753             --
 Transfers (to) from the general
   account of Life of Virginia:
   Death benefits .................      (1,525)           --             --             --
   Surrenders .....................     (10,808)       (1,714)        (2,959)            --
   Administrative expenses ........        (267)          (63)           (11)            --
 Transfers (to) from the
   Guarantee Account ..............      75,940        21,420         47,466             --
 Interfund transfers ..............     308,093        28,937        249,356             --
                                        -------       -------        -------             ----
Net increase (decrease) in units
 from capital transactions ........     918,958       288,897        682,605             --
                                        -------       -------        -------             ----
Units outstanding at
 December 31, 1996 ................     992,496       325,169        682,605             --
                                        -------       -------        -------             ----
 Net premiums .....................   1,117,148       284,347      1,372,823         55,458
 Transfers (to) from the general
   account of Life of Virginia:
   Death benefits .................      (7,246)       (4,723)       (15,267)            --
   Surrenders .....................     (78,945)      (17,933)       (60,571)        (1,630)
   Loans ..........................          --            --             --             --
   Administrative expenses ........      (1,005)         (342)          (863)            (7)
 Transfers (to) from the
   Guarantee Account ..............     423,506       175,029        576,462         35,560
 Interfund transfers ..............     358,481       107,542        446,411         74,169
                                      ---------       -------      ---------         --------
Net increase (decrease) in units
 from capital transactions ........   1,811,939       543,920      2,518,995        163,550
                                      ---------       -------      ---------        ---------
Units outstanding at
 December 31, 1997 ................   2,804,435       869,089      3,001,600        163,550
                                      ---------       -------      ---------        ---------
 Net premiums .....................   1,375,800       279,606        441,888        430,714
 Transfers (to) from the general
   account of Life of Virginia:
   Death benefits .................     (37,836)       (1,075)       (22,070)        (3,280)
   Surrenders .....................    (191,342)      (44,562)       (83,852)       (38,646)
   Cost of insurance ..............      (2,568)         (846)        (2,512)          (341)
 Transfers (to) from the
   Guarantee Account ..............   1,386,720       485,989        655,579        289,248
 Interfund transfers ..............     724,982       322,950       (134,423)       653,113
                                      ---------       -------      ---------        ---------
Net increase (decrease) in units
 from capital transactions ........   3,255,756     1,042,062        854,610       1,330,808
                                      ---------     ---------      ---------       ----------
Units outstanding at
 December 31, 1998 ................   6,060,191     1,911,151      3,856,210       1,494,358
                                      =========     =========      =========       ==========
</TABLE>



                                      A-61
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4

                         NOTES TO FINANCIAL STATEMENTS

                         DECEMBER 31, 1998 -- CONTINUED

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- Continued



<TABLE>
<CAPTION>
                                                                GOLDMAN SACHS VARIABLE             SALOMON BROTHERS
                                                                 INSURANCE TRUST FUND            VARIABLE SERIES FUND
                                                              -------------------------- ------------------------------------
                                                               GROWTH AND     MID CAP
                                                                 INCOME        EQUITY     STRATEGIC   INVESTORS      TOTAL
                                                                  FUND          FUND         FUND        FUND       RETURN
                                                              ------------ ------------- ----------- ----------- ------------
<S>                                                           <C>          <C>           <C>         <C>         <C>
TYPE II UNITS
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 ...............................................        --           --            --        --           --
 Transfers (to) from the general account of Life of Virginia:
   Death benefits ...........................................        --           --            --        --           --
   Surrenders ...............................................        --           --            --        --           --
   Loans ....................................................        --           --            --        --           --
   Administrative expenses ..................................        --           --            --        --           --
 Transfers (to) from the Guarantee Account ..................        --           --            --        --           --
 Interfund transfers ........................................        --           --            --        --           --
                                                                     --           ----          --        --           ----
Net increase (decrease) in units from capital transactions ..        --           --            --        --           --
                                                                     --           ----          --        --           ----
Units outstanding at December 31, 1997 ......................        --           --            --        --           --
                                                                     --           ----          --        --           ----
 Net premiums ...............................................   205,860       187,855           --       811        15,933
 Transfers (to) from the general account of Life of Virginia:
   Death benefits ...........................................        --           --            --        --           --
   Surrenders ...............................................    (4,646)      (4,160)           --        --             (2)
   Cost of insurance ........................................       (13)            (9)      1,466
 Transfers (to) from the Guarantee Account ..................   104,669       147,037        8,628        52        1,350
 Interfund transfers ........................................   123,066       14,810            --        --        8,634
                                                                -------       --------       -----       ---        -------
Net increase (decrease) in units from capital transactions ..   428,936       345,533       10,094       863        25,915
                                                                -------       --------      ------       ---        -------
Units outstanding at December 31, 1998 ......................   428,936       345,533       10,094       863        25,915
                                                                =======       ========      ======       ===        =======
</TABLE>



                                      A-62
<PAGE>

                      LIFE OF VIRGINIA SEPARATE ACCOUNT 4

                         NOTES TO FINANCIAL STATEMENTS

                         DECEMBER 31, 1998 -- CONTINUED

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- Continued


     (D) 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. Under existing federal income tax law,
no taxes are payable on the investment income or on the capital gains of the
Account.


     (E) 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 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 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, .50% for the Money
Market, Income Fund, and Total Return Funds, 1.00% for the International Equity
Fund, .85% for the Real Estate Securities Fund, .60% for the Global Income
Fund, .65% for the Value Equity Fund and .55% for the U.S. Equity 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.


(4) SUBSEQUENT EVENT

     Effective January 1, 1999 The Life Insurance Company of Virginia merged
with The Harvest Life Insurance Company to form GE Life and Annuity Assurance
Company. Concurrently, the Account changed its name to GE Life & Annuity
Separate Account 4. Neither of these events have an impact on net assets or
unit values.


                                      A-63

<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, 1998 and 1997,
and the related  consolidated  statements  of income and  comprehensive  income,
shareholders'  interest,  and cash flows for the years then ended,  and the nine
months  ended  December  31,  1996.  We have also  audited  the  pre-acquisition
statements of income and comprehensive income,  shareholders'  interest 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.

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, 1998 and 1997,  and the
results of their  operations and their cash flows for the years then ended,  the
nine months ended December 31, 1996 and the  pre-acquisition  three months 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 LLP


Richmond, Virginia
January 22, 1999

<PAGE>

<TABLE>
<CAPTION>

                   THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEETS

                   (Dollar amounts in millions, except per share amounts)

                                                                                                             December 31,
                                                                                                             ------------
ASSETS                                                                                                1998                 1997
- ------                                                                                              ----------           ----------
<S>                                                                                                   <C>                   <C>
Investments:
    Fixed maturities available-for-sale, at fair value                                               $ 6,077.2            $ 5,622.6
    Equity securities available-for-sale, at fair value:
      Common stocks                                                                                        6.1                  9.6
      Preferred stocks, non-redeemable                                                                    48.3                 95.1
    Investment in subsidiary                                                                               2.6                  2.6
    Mortgage loans, net of valuation allowance of $20.0 and $17.2
      at December 31, 1998 and 1997, respectively                                                        528.1                496.2
    Policy loans                                                                                         198.3                188.4
    Real estate owned                                                                                      2.5                  6.9
    Other invested assets                                                                                130.8                 49.5
                                                                                                         -----                 ----
              Total investments                                                                        6,993.9              6,470.9
                                                                                                       -------              -------
Cash                                                                                                       9.6                  0.2
Accrued investment income                                                                                122.8                123.1
Deferred acquisition costs                                                                               242.0                165.0
Intangible assets                                                                                        390.0                449.7
Reinsurance recoverable                                                                                   15.3                  8.7
Deferred income tax asset                                                                                 41.1                 57.4
Other assets                                                                                              42.5                 23.3
Separate account assets                                                                                5,528.7              4,066.4
                                                                                                       -------              -------
              Total assets                                                                          $ 13,385.9           $ 11,364.7
                                                                                                    ==========           ===========

</TABLE>
          See accompanying notes to consolidated financial statements.

<PAGE>
                   THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY

                                CONSOLIDATED BALANCE SHEETS

                   (Dollar amounts in millions, except per share amounts)
<TABLE>
<CAPTION>
                                                                                                            December 31,
                                                                                                            ------------
LIABILITIES AND SHAREHOLDERS' INTEREST                                                                 1998                 1997    
                                                                                                       ----                 ----
Liabilities:
<S>                                                                                                  <C>                  <C>
    Future annuity and contract benefits                                                             $ 6,455.3            $ 5,889.8
    Liability for policy and contract claims                                                             119.6                 83.0
    Other policyholder liabilities                                                                        86.4                 75.2
    Accounts payable and accrued expenses                                                                108.8                101.0
    Separate account liabilities                                                                       5,528.7              4,066.4
                                                                                                       -------              -------
              Total liabilities                                                                       12,298.8             10,215.4
                                                                                                      --------             --------


Shareholders' interest:

    Net unrealized investment gains                                                                       49.8                 74.3
                                                                                                      --------             --------
              Accumulated non-owner changes in equity                                                     49.8                 74.3
    Preferred stock, Series A ($1,000 par value,
      $1,000 redemption and liquidation value; 200,000
      authorized, 120,000 shares issued and outstanding)                                                 120.0                    -
    Common stock ($1,000 par value, 50,000
      authorized, 4,000 shares issued and outstanding)                                                     4.0                  4.0
    Common stock declared but not issued ($1,000
      par value, 18,641 shares declared, 50,000 authorized)                                               18.6                    -
    Additional paid-in capital                                                                           917.6                925.9
    Retained earnings                                                                                    (22.9)               145.1
                                                                                                         -----                -----
              Total shareholders' interest                                                             1,087.1              1,149.3
                                                                                                       -------              -------
              Total liabilities and shareholders' interest                                          $ 13,385.9           $ 11,364.7
                                                                                                    ===========          ===========


</TABLE>
               See accompanying notes to consolidated financial statements.
<PAGE>
              THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY

           CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

                          (Dollar amounts in millions)
<TABLE>
<CAPTION>
                                                                                                                     Preacquisition
                                                                                                                     --------------
                                                                                                  Nine months         Three months
                                                          Year ended          Year ended             ended               ended
                                                         December 31,        December 31,        December 31,          March 31,
                                                             1998                1997                1996                 1996
                                                             ----                ----                ----                 ----
<S>                                                          <C>                 <C>                 <C>                   <C>
Revenues:
    Net investment income                                        $ 482.7             $ 472.5             $ 334.4            $ 112.0
    Net realized investment gains                                   26.3                13.3                 6.0                9.0
    Premiums                                                        99.9               104.4                65.4               60.0
    Cost of insurance                                              128.5               127.2                78.3               28.9
    Variable product fees                                           60.8                44.4                23.1                5.9
    Other income                                                    17.6                18.5                11.6                4.5
                                                                     ---                ----                ----                ---
           Total revenues                                          815.8               780.3               518.8              220.3
                                                                   -----               -----               -----              -----

Benefits and expenses:
    Interest credited                                              329.6               323.4               226.0               76.1
    Benefits & other changes in policy reserves                    172.4               160.8               100.4               89.9
    Commissions                                                     99.2               117.3                78.5               35.7
    General expenses                                                98.5                77.5                49.6               15.3
    Amortization of intangibles, net                                49.0                59.6                50.1                0.6
    Change in deferred acquisition costs, net                      (76.2)             (101.5)              (71.7)             (16.2)
    Interest expense                                                 2.0                   -                   -                  -
                                                                     ---               -----               -----               -----
           Total benefits and expenses                             674.5               637.1               432.9              201.4
                                                                   -----               -----               -----              -----
           Income before income taxes                              141.3               143.2                85.9               18.9
    Provision for income taxes                                      50.7                52.2                31.8                7.0
                                                                    ----                ----                ----                ---
           Net income                                               90.6                91.0                54.1               11.9
                                                                    ----                ----                ----               ----
Other comprehensive income, net of tax:
    Unrealized gains (losses) on securities, net                   (24.5)               54.9                19.4              (91.2)
                                                                   -----                ----                ----              -----
           Comprehensive income (loss)                            $ 66.1             $ 145.9              $ 73.5            $ (79.3)
                                                                  ======             =======              ======            =======
</TABLE>

      See accompanying notes to consolidated financial statements.
<PAGE>

              THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY

                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' INTEREST

               (Dollar amounts in millions, except share amounts)
<TABLE>
<CAPTION>
                                                                                                                    Common Stock
                                                                                                                      Declared
                                                                Preferred Stock          Common Stock              but not Issued
                                                                ---------------          ------------              --------------
                                                                Shares      Amount      Shares      Amount       Shares      Amount
                                                                ------      ------      ------      ------       ------      ------
<S>                  <C> <C>                                        <C>        <C>       <C>         <C>             <C>         <C>
BALANCES AT DECEMBER 31, 1995                                        -         $ -       4,000       $ 4.0            -         $ -
Comprehensive income:
    Net income                                                       -           -           -           -            -           -
    Other comprehensive income, net of tax
      Unrealized loss on securities, net                             -           -           -           -            -           -
                                                                ------      ------      ------      ------       ------      ------
Total comprehensive income                                           -           -           -           -            -           -
Capital contribution from parents                                    -           -           -           -            -           -

BALANCES AT MARCH 31, 1996                                           -           -       4,000         4.0            -           -
Comprehensive income:
    Net income                                                       -           -           -           -            -           -
    Other comprehensive income, net of tax
      Unrealized gain on securities, net                             -           -           -           -            -           -
                                                                ------      ------      ------      ------       ------      ------
Total comprehensive income                                           -           -           -           -            -           -
Adjustment to reflect purchase method                                -           -           -           -            -           -

BALANCES AT DECEMBER 31, 1996                                        -           -       4,000         4.0            -           -
Comprehensive income:
    Net income                                                       -           -           -           -            -           -
    Other comprehensive income, net of tax
      Unrealized gain on securities, net                             -           -           -           -            -           -
                                                                ------      ------      ------      ------       ------      ------
Total comprehensive income                                           -           -           -           -            -           -
Adjustment to reflect purchase method                                -           -           -           -            -           -

BALANCES AT DECEMBER 31, 1997                                        -           -       4,000         4.0            -           -
Comprehensive income:
    Net income                                                       -           -           -           -            -           -
    Other comprehensive income, net of tax
      Unrealized loss on securities, net                             -           -           -           -            -           -
                                                                ------      ------      ------      ------       ------      ------
Total comprehensive income                                           -           -           -           -            -           -
Cash dividend declared and paid                                      -           -           -           -            -           -
Preferred stock dividend                                       120,000       120.0           -           -            -           -
Common stock dividend declared but not issued                        -           -           -           -       18,641        18.6
Adjustment to reflect purchase method                                -           -           -           -            -           -

BALANCES AT DECEMBER 31, 1998                                  120,000      $120.0       4,000       $ 4.0       18,641      $ 18.6
                                                               =======      ======       =====       =====       ======      ======


                                                                             Accumulated
                                                              Additional       Non-owner        Retained             Total
                                                                 Paid-In         Changes        Earnings      Shareholders'
                                                                 Capital       in Equity        (Deficit)          Interest
                                                                 -------       ---------        ---------          --------
BALANCES AT DECEMBER 31, 1995                                     $749.1          $103.1          $(34.3)           $ 821.9
Comprehensive income:
    Net income                                                         -               -            11.9               11.9
    Other comprehensive income, net of tax
      Unrealized loss on securities, net                               -           (91.2)              -              (91.2)
                                                                 -------       ---------        --------           --------
Total comprehensive income                                             -           (91.2)           11.9              (79.3)
Capital contribution from parents                                   69.3               -               -               69.3

BALANCES AT MARCH 31, 1996                                         818.4            11.9           (22.4)             811.9
Comprehensive income:
    Net income                                                         -               -            54.1               54.1
    Other comprehensive income, net of tax
      Unrealized gain on securities, net                               -            19.4               -               19.4
                                                                 -------       ---------        --------           --------
Total comprehensive income                                             -            19.4            54.1               73.5
Adjustment to reflect purchase method                              109.7           (11.9)           22.4              120.2

BALANCES AT DECEMBER 31, 1996                                      928.1            19.4            54.1            1,005.6
Comprehensive income:
    Net income                                                         -               -            91.0               91.0
    Other comprehensive income, net of tax
      Unrealized gain on securities, net                               -            54.9               -               54.9
                                                                 -------       ---------        --------            -------
Total comprehensive income                                             -            54.9            91.0              145.9
Adjustment to reflect purchase method                               (2.2)              -               -               (2.2)

BALANCES AT DECEMBER 31, 1997                                      925.9            74.3           145.1            1,149.3
Comprehensive income:
    Net income                                                         -               -            90.6               90.6
    Other comprehensive income, net of tax
      Unrealized loss on securities, net                               -           (24.5)              -              (24.5)
                                                                 -------       ---------        --------            -------
Total comprehensive income                                             -           (24.5)           90.6               66.1
Cash dividend declared and paid                                        -               -          (120.0)            (120.0)
Preferred stock dividend                                               -               -          (120.0)                 -
Common stock dividend declared but not issued                          -               -           (18.6)                 -
Adjustment to reflect purchase method                               (8.3)              -               -               (8.3)

BALANCES AT DECEMBER 31, 1998                                   $  917.6         $  49.8        $  (22.9)          $1,087.1
                                                                ========       =========        ========           ========
</TABLE>

          See accompanying notes to consolidated financial statements.


              THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                            (Dollar amounts in millions)

<TABLE>
<CAPTION>
                                                                                                                      Preacquisition
                                                                                                                      --------------
                                                                                                         Nine months    Three months
                                                                                                            ended           ended
                                                                           Years ended December 31,      December 31,      March 31,
                                                                           1998                 1997         1996            1996
                                                                           ----                 ----         ----            ----


Cash flows from operating activities:
<S>                                                                          <C>              <C>          <C>             <C>
    Net income                                                               $ 90.6           $ 91.0       $ 54.1          $ 11.9
                                                                             ------           ------       ------          ------
    Adjustments to reconcile net income to net cash by
      operating activities:
        Cost of insurance and surrender fees                                 (169.6)          (168.8)       (89.3)          (32.5)
        Increase in future policy benefits                                    420.4            405.0        277.8            (4.9)
        Net realized investment gains                                         (26.3)           (13.3)        (6.0)           (9.0)
        Amortization of investment premiums and discounts                       1.9              7.2          6.5             0.7
        Amortization of intangibles                                            49.5             59.6         50.1             0.6
        Deferred income tax expense (benefit)                                  29.5            (12.6)        (7.9)           10.8
        Change in certain assets and liabilities:
           Decrease (increase) in:
             Accrued investment income                                          0.3             (5.3)       (37.6)            4.1
             Deferred acquisition costs                                       (76.2)          (101.5)       (71.7)          (16.2)
             Other assets, net                                                (19.2)            (9.3)        28.5           (55.9)
           Increase (decrease) in:
             Policy and contract claims                                        30.8             37.0         29.9             4.6
             Other policyholder liabilites                                     11.3             (3.6)        71.4             9.8
             Accounts payable and accrued expenses                             24.7            (99.9)       (15.7)           87.5
                                                                               ----            -----        -----            ----

                      Total adjustments                                       277.1             94.5        236.0            (0.4)
                                                                              -----             ----        -----            ----
                      Net cash provided by operating activities               367.7            185.5        290.1            11.5
                                                                              -----            -----        -----            ----

Cash flows from investing activities:
    Proceeds from investment securities and other invested assets           1,901.6            788.6      1,123.1           299.5
    Principal collected on mortgage loans                                     116.5             87.1         46.4             8.3
    Purchase of investment securities and other invested assets            (2,410.4)        (1,115.7)    (1,280.5)         (169.2)
    Mortgage loan originations and increase in policy loan balance           (161.0)           (13.7)       (23.7)          (40.4)
                                                                             ------            -----        -----           -----
                      Net cash provided by (used in) investing activities    (553.3)          (253.7)      (134.7)           98.2
                                                                             ------           ------       ------            ----

Cash flows from financing activities:
    Proceeds from issue of investment contracts                             2,224.8          1,894.2      1,098.5           301.9
    Redemption and benefit payments on investment contracts                (1,909.8)        (1,874.6)    (1,304.0)         (358.8)
    Cash dividend to shareholders                                            (120.0)               -            -           (40.0)
    Capital contribution                                                          -                             -             2.8
                                                                                ---              ---          ---             ---
                      Net cash provided by (used in) financing activities     195.0             19.6       (205.5)          (94.1)
                                                                              -----             ----       ------           -----

                      Net increase (decrease) in cash and cash equivalents      9.4            (48.6)       (50.1)           15.6
Cash and cash equivalents at beginning of year                                  0.2             48.8         98.9            83.3
                                                                                ---             ----         ----            ----

Cash and cash equivalents at end of year                                      $ 9.6            $ 0.2       $ 48.8          $ 98.9
                                                                              =====            =====       ======          ======
</TABLE>

          See accompanying notes to consolidated financial statements.

<PAGE>

              THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        DECEMBER 31, 1998, 1997 AND 1996
                          (Dollar amounts in millions)


(1)      Summary of Significant Accounting Policies
         (a)      Principles of Consolidation
         The accompanying consolidated financial statements include the
historical operations and accounts of The Life Insurance Company of Virginia and
its subsidiary, Assigned Settlements Inc. (collectively the "Company" or "Life
of Virginia"). All significant intercompany accounts and transactions have been
eliminated in consolidation.

         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" or "GECA"). On December
31, 1996, the remaining 20% was contributed to GE Financial Assurance Holdings,
Inc. ("GEFAHI"). GECA is an indirect wholly-owned subsidiary of GEFAHI.

         (b)      Basis of Presentation
         The accompanying consolidated financial statements have been prepared
on the basis of generally accepted accounting principles ("GAAP") for insurance
companies, which vary in several respects from accounting practices prescribed
or permitted by the Insurance Commissioner of the state where the Company is
domiciled. The preparation of financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect the reported
amounts and related disclosures. Actual results could differ from those
estimates.

         Certain prior year amounts have been reclassified to conform to current
year presentation.

         (c)      Products

         The Company primarily sells variable annuities and universal life
insurance to customers throughout most of the United States. The Company
distributes variable annuities primarily through intermediaries such as
stockbrokers and universal life insurance primarily through career agents and
independent brokers. The Company is also engaged in the sale of traditional
individual and group life products and guaranteed investment contracts.
Approximately 21%, 29%, and 31% of premium and annuity consideration collected,
in 1998, 1997, and 1996, respectively, came from customers residing in the South
Atlantic region of the United States, and approximately 28%, 13%, and 9% of
premium and annuity consideration collected, in 1998, 1997, and 1996,
respectively, came from customers residing in the Mid-Atlantic region of the
United States.

         Although the Company markets its products through numerous
distributors, approximately 23%, 22%, and 21% of the Company's sales in 1998,
1997, and 1996,


<PAGE>
             THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        DECEMBER 31, 1998, 1997 AND 1996
                          (Dollar amounts in millions)

respectively, have been through two specific national stockbrokerage firms. Loss
of all or a substantial portion of the business provided by these stockbrokerage
firms 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.

         (d)      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
$921.6 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 shareholders' equity of
$109.7 (net of purchase accounting adjustments of $8.3 and $2.2 in 1998 and
1997, respectively), 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.

         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.

         (e)      Revenues

         Investment income is recorded when earned. Realized investment gains
and losses are calculated on the basis of specific identification. Premiums on
long-duration insurance products are recognized as earned when due or, in the
case of life contingent immediate annuities, when the contracts are issued.
Premiums received under annuity contracts without significant mortality risk and
premiums received on universal life products are not reported as revenues but as
future annuity and contract benefits. Cost of insurance is charged to universal
life policyholders based upon at risk amounts, and is recognized as revenue when
due. Variable product fees are charged to variable annuity and variable life
policyholders based upon the daily net assets of the policyholders' account
values, and are recognized as revenue when charged.


<PAGE>
             THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        DECEMBER 31, 1998, 1997 AND 1996
                          (Dollar amounts in millions)

Other income consists primarily of surrender charges on certain policies.
Surrender charges are recognized as income when the policy is surrendered.

         (f)      Statements of Cash Flows

         Certificates and other time deposits are classified as short-term
investments on the consolidated balance sheets and considered cash equivalents
on the consolidated statements of cash flows.

         (g)      Investments

         The Company has designated its fixed maturities (bonds, notes,
mortgage-backed securities, and redeemable preferred stock) and equity
securities (common and non-redeemable preferred stock) as available-for-sale.
The fair value for fixed maturities and equity securities is based on individual
quoted market prices, where available. For fixed maturities not actively traded,
fair values are estimated using values obtained from independent pricing
services or, in the case of private placements, are estimated by discounting
expected future cash flows using a current market rate applicable to the credit
quality, call features and maturity of the investments, as applicable.

         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 shareholders' interest and, accordingly,
have no effect on net income but are shown as a component of other comprehensive
income (loss). Unrealized losses that are considered other than temporary are
recognized in earnings through an adjustment to the amortized cost basis of the
underlying securities. 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
and comprehensive income. In general, the Company ceases to accrue investment
income when interest or dividend payments are in arrears.

         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. Realized gains and losses are accounted for on the
specific identification method.

         Mortgage loans and policy loans are carried at their unpaid principal
balance, net of allowances for estimated uncollectible amounts. Short-term
investments are carried at amortized cost which approximates fair value. Equity
securities are carried at fair value. Investments in limited partnerships are
accounted for under the equity method of accounting. Real estate is


<PAGE>
             THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        DECEMBER 31, 1998, 1997 AND 1996
                          (Dollar amounts in millions)

carried generally at cost less accumulated depreciation. Other long-term
investments are carried generally at amortized cost.

         Under certain securities lending transactions, the Company requires the
borrower provide collateral, consisting primarily of cash and government
securities, on a daily basis, in amounts equal to or exceeding 102% of the
market value of the applicable securities loaned.

          (h)     Deferred Acquisition Costs

         Acquisition costs include costs and expenses which vary with and are
primarily related to the acquisition of insurance and investment contracts.

         Deferred acquisition costs include first-year commissions in excess of
recurring renewal commissions, certain solicitation and printing costs, and
certain support costs such as underwriting and policy issue expenses. For
investments and universal life type contracts, amortization is based on the
present value of anticipated gross profits from investments, interest credited,
surrender and other policy charges, and mortality and maintenance expenses.
Amortization is adjusted retroactively when current or estimates of future gross
profits to be realized are revised. For other long-duration insurance contracts,
the acquisition costs are amortized in relation to the estimated benefit
payments or the present value of expected future premiums.

         Deferred acquisition costs are reviewed to determine if they are
recoverable from future income, including investment income, and, if not
considered recoverable, are charged to expense.

         (i)      Intangible Assets

         Present Value of Future Profits-In conjunction with the acquisition of
the Company, a portion of the purchase price was assigned to the right to
receive future gross profits arising from existing insurance and investment
contracts. This intangible asset, called present value of future profits (PVFP),
represents the actuarially determined present value of the projected future cash
flows from the acquired policies.

         Goodwill-Goodwill is amortized over a period of 20 years on the
straight-line method. Goodwill in excess of associated expected operating cash
flows is considered to be impaired and is written down to fair value. No such
write-downs have occurred.

         (j)      Federal Income Taxes

         Pursuant to the acquisition on April 1, 1996, GE Capital, and AON, 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.


<PAGE>
             THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        DECEMBER 31, 1998, 1997 AND 1996
                          (Dollar amounts in millions)

         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.

         (k)      Reinsurance

         Premium revenue, benefits, underwriting, acquisition and insurance
expenses are reported net of the amounts relating to reinsurance ceded to other
companies. Amounts due from reinsurers for incurred future claims are reflected
in the reinsurance recoverable asset. The cost of reinsurance is accounted for
over the terms of the related treaties using assumptions consistent with those
used to account for the underlying reinsured policies.

         (l)      Future Annuity and Contract Benefits

         Future annuity and contract benefits consist of the liability for
investment contracts, insurance contracts and accident and health contracts.
Investment contract liabilities are generally equal to the policyholder's
current account value. The liability for insurance and accident and health
contracts is calculated based upon actuarial assumptions as to mortality,
morbidity, interest, expense and withdrawals, with experience adjustments for
adverse deviation where appropriate.

         (m)      Liability for Policy and Contract Claims

         The liability for policy and contract claims represents the amount
needed to provide for the estimated ultimate cost of settling claims relating to
insured events that have occurred on or before the end of the respective
reporting period. The estimated liability includes requirements for future
payments of (a) claims that have been reported to the insurer, and (b) claims
related to insured events that have occurred but that have not been reported to
the insurer as of the date the liability is estimated.

         (n)      Separate Account Assets and Liabilities

         The separate account assets and liabilities represent funds held for
the exclusive benefit of the variable annuity and variable life contract owners.
The Company receives mortality risk fees and administration charges from the
variable mutual fund portfolios. The separate account assets are carried at fair
value and are equivalent to the liabilities that represent the policyholders'
equity in those assets.

         The Company has periodically transferred capital to the separate
accounts to provide for the initial purchase of investments in new mutual fund
portfolios. As of December 31, 1998, approximately $41.8 of the Company's other
invested assets related to its capital investments in the separate accounts.


<PAGE>
             THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        DECEMBER 31, 1998, 1997 AND 1996
                          (Dollar amounts in millions)

         (o)      INTEREST RATE RISK MANAGEMENT

         As a matter of policy, the Company does not engage in derivatives
trading, market-making or other speculative activities.

         The Company uses interest rate floors primarily to minimize risk on
investment contracts with minimum guaranteed interest rates. The Company
requires all interest rate floors to be designated and accounted for as hedges
of specific assets, liabilities or committed transactions; resulting payments
and receipts are recognized contemporaneously with effects of hedged
transactions. A payment or receipt arising from early termination of an
effective hedge is accounted for as an adjustment to the basis of the hedged
transaction.

         Instruments used as hedges must be effective at reducing the risk
associated with the exposure being hedged and must be designated as a hedge at
the inception of the contract. Accordingly, changes in market values of hedged
instruments must be highly correlated with changes in market values of
underlying hedges items both at inception of the hedge and over the life of the
hedge contract. Any instrument designated but ineffective as a hedge is marked
to market and recognized in operations immediately.

 (2)     INVESTMENTS

         (a)      General

<TABLE>
<CAPTION>
         The sources of investment income of the Company were as follows:

                                                                                              Preacquisition
                                                                                              --------------
                                                                              Nine months     Three months
                                               Year ended     Year ended         ended            ended
                                              December 31,   December 31,    December 31,       March 31,
                                                  1998           1997            1996             1996
                                              -------------  -------------   --------------   --------------

<S>                                                <C>            <C>              <C>               <C>
Fixed maturities                                   $ 415.3        $ 399.5          $ 276.9           $ 93.6
Equity securities                                      4.9            7.3              8.7              4.2
Mortgage loans                                        46.5           48.3             41.3             13.5
Policy loan interest                                  14.0           13.3              9.6              2.9
Other investments                                      6.7            9.0              3.3              0.1
                                              -------------  -------------   --------------   --------------

Gross investment income                              487.4          477.4            339.8            114.3
Investment expenses                                   (4.7)          (4.9)            (5.4)            (2.3)
                                              -------------  -------------   --------------   --------------

Net investment income                              $ 482.7        $ 472.5          $ 334.4          $ 112.0
                                              =============  =============   ==============   ==============
</TABLE>


<PAGE>
             THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        DECEMBER 31, 1998, 1997 AND 1996
                          (Dollar amounts in millions)


         Sales proceeds and gross realized investment gains and losses resulting
from the sales of investment securities available-for-sale were as follows:
<TABLE>
<CAPTION>
                                                                                            Preacquisition
                                                                                            --------------
                                                                            Nine months     Three months
                                           Year ended       Year ended         ended            ended
                                          December 31,     December 31,    December 31,       March 31,
                                              1998             1997            1996             1996
                                          --------------  ---------------  --------------   --------------
<S>                                           <C>                <C>             <C>              <C>
Sales proceeds                                $ 1,232.5          $ 387.1         $ 818.4          $ 262.9
                                          ==============  ===============  ==============   ==============

Gross realized investment:
    Gains                                          40.0             18.2            10.0             10.8
    Losses                                        (13.7)            (4.9)           (4.0)            (1.8)
                                          --------------  ---------------  --------------   --------------

Net realized investment gains                    $ 26.3           $ 13.3           $ 6.0            $ 9.0
                                          ==============  ===============  ==============   ==============
</TABLE>




         The additional proceeds from the investments presented in the
consolidated statements of cash flows result from principal collected on
mortgage-backed securities, maturities, calls and sinking payments.

         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 shareholders' interest as of December 31, are summarized as
follows:

<TABLE>
<CAPTION>
                                                                                     1998           1997
                                                                                 -------------  --------------
<S>                                                                              <C>            <C>
Net unrealized gains on available-for-sale investment securities before
    adjustments:
      Fixed maturities                                                                $ 112.5         $ 154.5
      Equity securities                                                                   5.5            14.6
      Other invested assets                                                               2.3             6.4
                                                                                 -------------  --------------

          Subtotal                                                                      120.3           175.5
                                                                                 -------------  --------------


Adjustments to the present value of future profits and deferred acquisition costs:      (43.7)          (61.2)
Deferred income taxes                                                                   (26.8)          (40.0)
                                                                                 -------------  --------------

          Net unrealized gains on available-for-sale investment securities:            $ 49.8          $ 74.3
                                                                                 =============  ==============
</TABLE>


<PAGE>
             THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        DECEMBER 31, 1998, 1997 AND 1996
                          (Dollar amounts in millions)


         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.

         At December 31, the amortized cost, gross unrealized gains and losses,
and fair values of the Company's fixed maturities and equity securities
available-for-sale were as follows:
<TABLE>
<CAPTION>
                                                                      Gross        Gross
   1998                                                Amortized    unrealized   unrealized      Fair
- -------------
                                                          cost        gains       losses        value
                                                      -----------  -----------  ----------   -----------
<S>                                                       <C>           <C>        <C>           <C>
Fixed maturities:
U.S. government and agencies                              $ 36.7        $ 1.3      $ (0.1)       $ 37.9
States and municipal                                         1.6          0.4           -           2.0
Non-U.S.  government                                         3.0            -        (0.4)          2.6
U.S. corporate                                           3,765.9        126.7       (51.8)      3,840.8
Non-U.S. corporate                                         291.6          5.9        (7.2)        290.3
Mortgage-backed                                          1,865.9         47.3        (9.6)      1,903.6
                                                      -----------  -----------  ----------   -----------

         Total fixed maturities                          5,964.7        181.6       (69.1)      6,077.2

Common stocks and non-redeemable preferred stocks           48.9          5.8        (0.3)         54.4
                                                      -----------  -----------  ----------   -----------

Total available-for-sale securities                    $ 6,013.6      $ 187.4     $ (69.4)    $ 6,131.6
                                                      ===========  ===========  ==========   ===========




                                                                      Gross        Gross
   1997                                                 Amortized    unrealized   unrealized      Fair
- ------------
                                                          cost         gains        losses       value
                                                       ------------  ----------   ----------  ------------

Fixed maturites:
U.S. government and agencies                                $ 44.3       $ 1.3          $ -        $ 45.6
State and municipal                                            1.8         0.3            -           2.1
Non-U.S.  government                                             -           -            -             -
U.S. corporate                                             3,362.1       120.6         (8.1)      3,474.6
Non-U.S.  corporate                                          200.1         6.5         (0.3)        206.3
Mortgage-backed                                            1,859.8        39.6         (5.4)      1,894.0
                                                       ------------  ----------   ----------  ------------

         Total fixed maturities                            5,468.1       168.3        (13.8)      5,622.6

Common stocks and non-redeemable preferred stocks             90.1        14.6            -         104.7
                                                       ------------  ----------   ----------  ------------

Total available-for-sale securities                       $5,558.2     $ 182.9      $ (13.8)    $ 5,727.3
                                                       ============  ==========   ==========  ============
</TABLE>



<PAGE>
             THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        DECEMBER 31, 1998, 1997 AND 1996
                          (Dollar amounts in millions)


         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.


                                                                 1998
                                                       -------------------------
                                                        Amortized       Fair
                                                          Cost          Value
                                                       -----------  ------------

Due in one year or less                                  $ 119.6       $ 120.2
Due one year through five years                          1,895.0       1,941.1
Due five years through ten years                         1,299.4       1,304.5
Due after ten years                                        784.8         807.8
                                                       -----------  ------------

            Subtotals                                    4,098.8       4,173.6

Mortgage-backed securities                               1,865.9       1,903.6
                                                       -----------  ------------

            Totals                                     $ 5,964.7     $ 6,077.2
                                                     ===========  ============



         As required by law, the Company has investments on deposit with
governmental authorities and banks for the protection of policyholders of $4.0
and $4.7 as of December 31, 1998 and 1997, respectively.

         As of December 31, 1998, approximately 26.6% and 14.8% 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.

         As of December 31, 1998, the Company did not hold any fixed maturity
securities which exceeded 10% of shareholders' interest.


<PAGE>
             THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        DECEMBER 31, 1998, 1997 AND 1996
                          (Dollar amounts in millions)


         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>
                                                             1998                           1997
                                                  -------------------------      --------------------------
                                                     Fair                           Fair
                                                     value        Percent           value        Percent
                                                  ------------   ----------      ------------   -----------

<S>                                                   <C>              <C>           <C>               <C>
Agencies and treasuries                               $ 270.5          4.5 %         $ 308.4           5.5 %
AAA/Aaa                                               1,518.7         25.0           1,464.5          26.0
AA/Aa                                                   376.6          6.2             320.4           5.7
A/A                                                   1,201.4         19.8           1,101.4          19.6
BBB/Baa                                               1,762.2         29.0           1,862.3          33.1
BB/Ba                                                   378.3          6.2             306.8           5.5
B/B                                                     187.4          3.1              76.7           1.4
Not rated                                               382.1          6.3             182.1           3.2
                                                  ------------   ----------      ------------   -----------

Totals                                              $ 6,077.2        100.0 %       $ 5,622.6         100.0 %
                                                  ============   ==========      ============   ===========
</TABLE>





         Bonds with ratings 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.

         (b) Mortgage and Real Estate Portfolio

         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, 1998:

                                                    Mortgage        Real Estate
                                                ------------       ------------

South Atlantic                                        38.4 %            100.0 %
Pacific                                               16.2                -
East North Central                                    14.7                -
West South Central                                    10.8                -
Mountain                                              10.5                -
Other                                                  9.3                -
                                               ------------       ------------

Totals                                               100.0 %            100.0 %
                                               ============       ============

<PAGE>
             THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        DECEMBER 31, 1998, 1997 AND 1996
                          (Dollar amounts in millions)


         Type distribution as of December 31, 1998:

                                                 Mortgage          Real Estate
                                              -------------       ------------

Office Building                                       23.6 %              -   %
Retail                                                23.3              100.0
Industrial                                            22.4                -
Apartments                                            21.2                -
Other                                                  9.5                -
                                              -------------       ------------

Totals                                               100.0 %            100.0 %
                                              =============       ============



         "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 definitions, the Company has two types of "impaired" loans
as of December 31, 1998 and 1997: 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 ($11.3
and $23.0, respectively). There was no allowance for losses on these loans as of
December 31, 1998 and 1997. Average investment in impaired loans during 1998 and
1997 was $20.0 and $23.0 and interest income earned on these loans while they
were considered impaired was $1.8 and $2.0 for the years ended 1998 and 1997,
respectively. There were no impaired loans nor related interest income earned on
such loans in 1996.

         The following table shows the activity in the allowance for losses
during the years ended December 31:

                                                     1998             1997
                                                ---------------  ---------------

Balance on January 1                                    $ 17.2           $ 20.8
Provision charged to operations                            1.1              1.1
Amounts written off, net of recoveries                     1.7             (4.7)
                                                ---------------  ---------------

Balance at December 31                                  $ 20.0           $ 17.2
                                                ===============  ===============

         The allowance for losses on mortgage loans at December 31, 1998 and
1997 represented 3.6% and 3.4% of gross mortgage loans, respectively.

         The Company had $5.6 and $6.4 of non-income producing mortgage loan
investments as of December 31, 1998 and December 31, 1997, respectively.


<PAGE>
             THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        DECEMBER 31, 1998, 1997 AND 1996
                          (Dollar amounts in millions)


(3)      Deferred Acquisition Costs
<TABLE>
<CAPTION>
         Activity impacting deferred policy acquisition costs was as follows:

                                                                                                    Preacquisition
                                                                                                    ----------------
                                                                                     Nine months       Three months
                                                    Year ended       Year ended            ended              ended
                                                  December 31,     December 31,     December 31,          March 31,
                                                          1998             1997             1996               1996
                                                ---------------  ---------------  ---------------   ----------------
<S>                                             <C>              <C>              <C>               <C>
Unamortized balance - beginning of period              $ 173.2           $ 71.7              $ -            $ 363.9
Costs deferred                                            93.6            112.3             74.9               22.2
Amortization, net                                        (17.4)           (10.8)            (3.2)              (6.0)
                                                ---------------  ---------------  ---------------   ----------------

Unamortized balance - end of period                      249.4            173.2             71.7              380.1
Cumulative effect of net unrealized
    investment (gains) losses                             (7.4)            (8.2)            (1.4)              17.9
                                                ---------------  ---------------  ---------------   ----------------

Recorded balance                                       $ 242.0          $ 165.0           $ 70.3            $ 398.0
                                                ===============  ===============  ===============   ================
</TABLE>



(4)      Intangibles

         (a)      Present Value of Future Profits (PVFP)

         As of April 1, 1996, Life of Virginia established an intangible asset
that 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, net of accreted interest, in a manner similar to the
amortization of deferred acquisition costs. Interest accretes at rates credited
to policyholders on underlying contracts. Recoverability of PVFP is evaluated
periodically by comparing the current estimate of expected future gross profits
to the unamortized asset balance. If such a comparison indicates that the
expected gross profits will not be sufficient to recover PVFP, the difference is
charged to expense.

         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.

         PVFP is 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 shareholders' interest, net of applicable income
tax. The components of PVFP are as follows:

<PAGE>

             THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        DECEMBER 31, 1998, 1997 AND 1996
                          (Dollar amounts in millions)


         
<TABLE>
<CAPTION>

                                                                                                Preacquisition
                                                                                                ----------------
                                                                                 Nine months     Three months
                                                   Year ended      Year ended       ended            ended
                                                   December 31,   December 31,   December 31,      March 31,
                                                      1998            1997           1996            1996
                                                   ------------   -------------  -------------  ----------------

<S>                                                    <C>             <C>                <C>            <C>
Unamortized bal. - beginning of period                 $ 385.7         $ 438.9            $ -            $ 32.6
Purchase accounting adjustments                              -               -          484.0                 -
Interest accrued at 6.25%, 6.75% and 6.25%
       for 1998, 1997, and 1996, respectively             24.0            28.4           22.4               0.5
Amortization                                             (70.4)          (81.6)         (67.5)             (1.1)
                                                   ------------   -------------  -------------  ----------------

Unamortized balance - end of period                      339.3           385.7          438.9              32.0
Cumulative effect of net unrealized
    investment (gains) losses                            (36.3)          (53.1)         (19.7)                -
                                                   ------------   -------------  -------------  ----------------

Recorded balance                                       $ 303.0         $ 332.6        $ 419.2            $ 32.0
                                                   ============   =============  =============  ================

</TABLE>



         The estimated percentage of the December 31, 1998 balance, before the
effect of unrealized investment gains or losses, to be amortized over each of
the next five years is as follows:

         1999                                            11.4 %
         2000                                             8.3
         2001                                             7.3
         2002                                             6.0
         2003                                             5.0



         (b)      Goodwill

         At December 31, 1998 and 1997, total unamortized goodwill was $87.0 and
$117.1, respectively, which is shown net of accumulated amortization and
adjustments of $41.4 and $13.2 for the years ended December 31, 1998 and 1997,
respectively. Goodwill amortization was $2.6, $6.4, and $5.0 for the years
ending December 31, 1998 and 1997, and for the nine month period ending December
31, 1996, respectively. Cumulative adjustments to goodwill totaled $(27.6),
($1.9) and $11.2 for the years ending December 31, 1998 and 1997, and for the
nine month period ending December 31, 1996, respectively. Adjustments relate
primarily to the settlement of purchase price with AON.


<PAGE>
             THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        DECEMBER 31, 1998, 1997 AND 1996
                          (Dollar amounts in millions)

(5)       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.

         In order to limit to amount of loss retention, certain policy risks are
reinsured with other insurance companies. The maximum of individual ordinary
life insurance normally retained by the Company on any one life policy is $1.
The Company does not have significant reinsurance contracts with any one
reinsurer that could have a material impact on its results of operations.

         A summary of reinsurance activity is as follows:
<TABLE>
<CAPTION>
                                                                                           Preacquisition
                                                                                           ---------------
                                                                             Nine months     Three months
                                           Year ended       Year ended             ended            ended
                                         December 31,     December 31,      December 31,        March 31,
                                                 1998             1997              1996             1996
                                       ---------------  ---------------   ---------------  ---------------
<S>                                           <C>              <C>                <C>              <C>
Direct                                        $ 333.0          $ 321.3            $ 94.7           $ 73.7
Assumed                                          19.2             20.7              59.0             35.0
Ceded                                          (123.8)          (110.4)            (10.0)           (19.8)
                                       ---------------  ---------------   ---------------  ---------------
Net premiums earned                           $ 228.4          $ 231.6           $ 143.7           $ 88.9
                                       ---------------  ---------------   ---------------  ---------------
Percentage of amount assumed to net                8%               9%               41%              39%
                                       ===============  ===============   ===============  ===============
</TABLE>

         Due to the nature of the Company's reinsurance contracts, premiums
earned approximate premiums written. The above premium amounts include cost of
insurance charges on universal life policies.

         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
$82.3, $72.7, $60.5, and $17.2 for the years ended December 31, 1998 and 1997,
the nine months ended December 31, 1996, and the three months ended March 31,
1996, respectively.


<PAGE>
             THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        DECEMBER 31, 1998, 1997 AND 1996
                          (Dollar amounts in millions)


         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. For the three
months ended March 31, 1996, premiums of $33.9, benefits of $46.7, commission
expense of $10.2 and a capital contribution of $69.3 as a result of various
reinsurance transactions.

(6)      Future Annuity and Contract Benefits

         (a)      Investment Contracts

         Investment contracts are broadly defined to include contracts without
significant mortality or morbidity risk. Payments received from sales of
investment contracts are recognized by providing a liability equal to the
current account value of the policyholder's contracts. Interest rates credited
to investment contracts are guaranteed for the initial policy term with renewal
rates determined as necessary by management.

         (b)      Insurance Contracts

         Insurance contracts are broadly defined to include contracts with
significant mortality and/or morbidity risk. The liability for future benefits
of insurance contracts is the present value of such benefits based on mortality,
morbidity, and other assumptions which were appropriate at the time the policies
were issued or acquired. These assumptions are periodically evaluated for
potential premium deficiencies. Reserves for cancelable accident and health
insurance are based upon unearned premiums, claims incurred but not reported,
and claims in the process of settlement. This estimate is based on the
experience of the insurance industry and the Company, adjusted for current
trends. Any changes in the estimated liability are reflected in income as the
estimates are revised.


<PAGE>


         The following chart summarizes the major assumptions underlying the
Company's recorded liabilities for future annuity and contract benefits:
<TABLE>
<CAPTION>
                                                                  Mortality/
                                                  Withdrawal       Morbidity  Interest Rate                   December 31,
                                                                                                 ----------------------------
                                                  Assumption      Assumption     Assumption             1998            1997
                                               -------------- --------------- --------------     ------------   -------------
<S>                                                                                                <C>             <C>
Investment Contracts                                N/A            N/A             N/A             $ 4,463.3       $ 3,951.4
Limited-payment Contracts                          None            (a)          3.8-9.3%                14.4            14.0
Traditional life insurance contracts              Company          (b)            7.2%                 369.0           363.7
                                                Experience
Universal life-type contracts                       N/A            N/A             N/A               1,605.7         1,557.4
Accident & Health                                 Company          (c)            7.2%                   2.9             3.3
                                                Experience
                                                                                                 ------------   -------------

Total future annuity and contract benefits                                                         $ 6,455.3       $ 5,889.8
                                                                                                 ============   =============
</TABLE>
a)  Either the United States Population Table, 1983 Group Annuitant Mortality
    Table or 1983 Individual Annuitant Mortality Table.
b)  Principally modifications of the 1965-70 or 1975-80 Select and Ultimate
    Tables.
c)  The 1958 Commissioner's Standard Ordinary Table and 1964 modified and 1987
    Commissioner's Disability Tables.

(7)      Income Taxes

         Beginning April 1, 1996, Life of Virginia and its subsidiary have been
included in the life insurance company consolidated federal income tax return of
GECA 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 
income taxes nor entitled to recoveries related to those periods.


<PAGE>
             THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        DECEMBER 31, 1998, 1997 AND 1996
                          (Dollar amounts in millions)


         The total provision for income taxes consisted of the following
components:
<TABLE>
<CAPTION>
                                                                                                 Preacquisition
                                                                                                 ---------------
                                                                                   Nine months     Three months
                                                  Year ended      Year ended             ended            ended
                                                  December 31,  December 31,      December 31,        March 31,
                                                        1998            1997              1996             1996
                                                -------------  --------------   ---------------  ---------------
<S>                                                <C>             <C>               <C>              <C>
Current federal income tax provision (benefit)        $ 19.9          $ 62.4            $ 38.1           $ (3.6)
Deferred federal income tax provision (benefit)         28.7           (12.4)             (7.6)            10.3
                                                -------------  --------------   ---------------  ---------------
    Subtotal-federal provision                          48.6            50.0              30.5              6.7
Current state income tax provision (benefit)             1.3             2.4               1.6             (0.2)
Deferred state income tax provision (benefit)            0.8            (0.2)             (0.3)             0.5
                                                -------------  --------------   ---------------  ---------------
    Subtotal-state provision                             2.1             2.2               1.3              0.3
                                                -------------  --------------   ---------------  ---------------
    Total income tax provision                        $ 50.7          $ 52.2            $ 31.8            $ 7.0
                                                =============  ==============   ===============  ===============
</TABLE>

         The reconciliation of the federal statutory rate to the effective
income tax rate is as follows:
<TABLE>
<CAPTION>
                                                                                              Preacquisition
                                                                                             -----------------
                                                                               Nine months     Three months
                                              Year ended       Year ended            ended            ended
                                            December 31,     December 31,     December 31,        March 31,
                                                    1998             1997             1996             1996
                                            -------------  ---------------  ---------------  ---------------
<S>                                                 <C>              <C>              <C>              <C>
Statutory U.S. federal income tax rate              35.0 %           35.0 %           35.0 %           35.0 %
State income tax                                     0.5              0.5              0.5              0.5
Non-deductible goodwill amortization                 0.7              1.6              2.0              0.0
Other, net                                          (0.3)            (0.6)            (0.5)             1.5
                                            -------------  ---------------  ---------------  ---------------

    Effective rate                                  35.9 %           36.5 %           37.0 %           37.0 %
                                            =============  ===============  ===============  ===============
</TABLE>
<PAGE>
             THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        DECEMBER 31, 1998, 1997 AND 1996
                          (Dollar amounts in millions)


         The components of the net deferred income tax asset (liability) at
December 31 are as follows:
<TABLE>
<CAPTION>
                                                                            December 31,        December 31,
                                                                                    1998                1997
                                                                        -----------------   -----------------
<S>                                                                             <C>                    <C>
Assets:
     Insurance reserve amounts                                                   $ 147.1             $ 142.9
     Deferred acquisition costs                                                        -                11.8
     Other                                                                           5.9                24.5
                                                                        -----------------   -----------------
         Total deferred tax assets                                                 153.0               179.2
                                                                        -----------------   -----------------

Liabilities:
     Net unrealized investment gains on investment securities                       26.8                40.0
     Investments                                                                     3.5                 2.7
     Present value of future profits                                                67.1                79.1
     Deferred acquisition costs                                                     14.5                   -
                                                                        -----------------   -----------------
         Total deferred tax liabilities                                            111.9               121.8
                                                                        -----------------   -----------------
         Net deferred income tax asset                                            $ 41.1              $ 57.4
                                                                        =================   =================
</TABLE>





         Based on an analysis of the Company's tax position, management believes
it is more likely than not that the results of future operations and
implementation of tax planning strategies will generate sufficient taxable
income enabling the Company to realize remaining deferred tax assets.
Accordingly, no valuation allowance for deferred tax assets is deemed necessary.

         The Company paid (refunded) $19.2, $64.4, $38.6, and $(2.4), for
federal and state income taxes for the year ended December 31, 1998, 1997, the
nine months ended December 31, 1996, and three months ended March 31, 1996,
respectively.

(8)      Related Party Transactions

         Life of Virginia pays investment advisory fees and other fees to
affiliates. Amounts incurred for these items aggregated $11.5, $11.9, $3.2, and
$3.5 for the years ended December 31, 1998 and 1997, the nine months ended
December 31, 1996, and the three months ended March 31, 1996, respectively. Life
of Virginia charges affiliates for certain services and for the use of
facilities and equipment which aggregated $19.1, $4.6, $2.0, and $1.0, for the
years ended December 31, 1998 and 1997, the nine months ended December 31, 1996,
and the three months ended March 31, 1996, respectively.

         Life of Virginia pays interest on outstanding amounts under a credit
funding agreement with GNA Corporation, the parent company of GECA. Interest
expense under this agreement was $2.0 and $0.0 with outstanding borrowings of
$53.9 and $0.0 as of December 31, 1998 and 1997, respectively.

         At December 31, 1998 and 1997, Life of Virginia held investments in
securities of certain affiliates amounting to $2.6. Amounts included in net
investment income related to these holdings totaled $0.1, $0.1, $0.1, and $0.2
for the years ended December 31, 1998 and 1997, for the nine months ended
December 31, 1996, and the three months ended March 31, 1996, respectively.

         During 1998, Life of Virginia sold $18.5 of third-party preferred stock
investments to an affiliate. This resulted in a gain on sale of $3.9, which is
included in net realized investment gains.

<PAGE>

(9)      Commitments and Contingencies

         (a)      Mortgage Loan Commitments

         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 as of December 31,
1998 and 1997, totaled $72.0 and $16.7, respectively.

(B)      Guaranty Association Assessments

         The Company is required by law to participate in the guaranty
associations of the various states in which they do business. The state guaranty
associations ensure payment of guaranteed benefits, with certain restrictions,
to policyholders of impaired or insolvent insurance companies by assessing all
other companies involved in similar lines of business.

         There are currently several unrelated insurance companies which had
substantial amounts of annuity business in the process of liquidation or
rehabilitation. The Company paid assessments of $2.9, $3.8, $0.2 and $1.4 to
various state guaranty associations during 1998, 1997, the nine month period
ended December 31, 1996, and the three month period ended March 31, 1996,
respectively. At December 31, 1998 and 1997, accounts payable and accrued
expenses include $15.4 and $18.2, respectively, related to estimated future
payments.

         (c)      Leases

         The Company has noncancelable operating leases for certain office
space, equipment and automobiles. Rental expense for all operating leases for
the years ended December 31, 1998 and 1997, for the nine months ended December
31, 1996, and the three months ended March 31, 1996 amounted to $1.4, $1.3,
$2.5, and $.8, respectively.


<PAGE>
             THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        DECEMBER 31, 1998, 1997 AND 1996
                          (Dollar amounts in millions)


         Future minimum commitments under operating leases that have initial or
remaining noncancelable lease terms in excess of one year at December 31, 1998
are summarized as follows:

                                                         Minimum lease payments

         1999                                                           $   1.2
         2000                                                               0.8
         2001                                                               0.5
         2002                                                               0.3
         2003                                                                -
         Later years                                                         -
                                                                          -----

         Total minimum payments required                                $   2.8
                                                                          =====



         (d)      Litigation

         There is no  pending litigation to which the Company is a party
or of which any of the Company's property is the subject which management
believes will have an adverse material impact on the Company's financial
condition or results of operations. In addition, there are no legal
proceedings contemplated by any governmental authorities against the Company of
which management has any knowledge.

(10)     Fair Value of Financial Instruments

         The Company has adopted SFAS No. 119, Disclosures About Derivative
Financial Instruments and Fair Value of Financial Instruments. This statement
requires disclosures about the amounts, nature and terms of derivative financial
instruments and modifies existing disclosure requirements for other financial
instruments.

         The Company has no derivative financial instruments as defined by SFAS
No. 119 as of December 31, 1998 other than mortgage loan commitments of $77.2
and interest rate floors of $17.2. The notional value of the interest rate
floors at December 31, 1998 was $1,800 and the floors expire from September 2003
to October 2003.

         The fair values of financial instruments presented in the applicable
notes to the Company's consolidated financial statements are estimates of the
fair values at a specific point in time using available market information and
valuation methodologies considered appropriate by management. These estimates
are subjective in nature and involve uncertainties and significant judgment in
the interpretation of current market data. Therefore, the fair values presented
are not necessarily indicative of amounts the Company could realize or settle
currently. The Company does not necessarily intend to dispose of or liquidate
such instruments prior to maturity.

     Financial instruments that, as a mater of accounting policy, are reflected
in the accompanying consolidated financial statements at fair value are not 
included in the following disclosures. Such items include fixed maturities, 
equity securities and certain other invested assets. The carrying value of
policy loans and short-term investments approximate fair value at both
December 31, 1998 and 1997.         


<PAGE>

             THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        DECEMBER 31, 1998, 1997 AND 1996
             (Dollar amounts in millions, except per share amounts)




         At December 31, the carrying amounts and fair value of the Company's
financial instruments were as follows:

                                             1998                        1997
                                        ------------------   -------------------

                                        Carrying      Fair   Carrying       Fair
                                         amount      value    amount       value
                                        ------------------   -------------------

Mortgage Loans                           $528.1     $590.1    $496.2      $532.2
Investment type insurance contracts     4,463.3    4,462.6   3,951.4     3,909.0
Interest rate floors                       17.2       12.5       --          --



         The fair value of mortgage loans is estimated by discounting the
estimated future cash flows using interest rates applicable to current loan
origination, adjusted for credit risk.

         The estimated fair value of investment contracts is the amount payable
on demand (cash surrender value) for deferred annuities and the net present
value based on interest rates currently offered on similar contracts for
non-life contingent immediate annuities. Fair value disclosures are not required
for insurance contracts.

(11)     Restrictions On Dividends

         Insurance companies are restricted by states as to the aggregate amount
of dividends they may pay to their parent in any consecutive twelve-month period
without regulatory approval. Generally, dividends may be paid out of earned
surplus without approval with thirty days prior written notice within certain
limits. The limits are generally based on 10% of the prior year surplus (net of
adjustments in some cases) and prior year statutory income (net gain from
operations, net income adjusted for realized capital gains, or net investment
income). Dividends in excess of the prescribed limits or the Company's earned
surplus require formal state insurance commission approval. The maximum dividend
payout which may be made without prior approval in 1999 is $47.9.

         On December 3, 1998, the Company received approval from the
Commonwealth of Virginia for, and declared, a dividend payable in cash,
preferred stock and/or common stock at the election of each shareholder. GEFAHI
elected to receive cash and preferred stock and GECA elected to receive common
stock. A cash dividend of $120 was paid and a Series A preferred stock dividend
of $120 was issued to GEFAHI on December 15, 1998. The Series A preferred stock
has a par value of $1,000 per share, is redeemable at par at the Company's
election, and is not subject to call penalties. Dividends on the preferred stock
are cumulative and payable semi-annually at the annual rate of 8.0% of the par 
value. The Series A preferred stock is not convertible into any other security 
of the Company, and the holders thereof have no voting rights except with 
respect to any proposed changes in the preferences and special rights of such
stock. GECA will receive its dividend in the form of 18,641 shares of newly
issued common stock in 1999.


<PAGE>
             THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        DECEMBER 31, 1998, 1997 AND 1996
                          (Dollar amounts in millions)


(12)     Supplementary Financial Data

         The Company files financial statements with state insurance regulatory
authorities and the National Association of Insurance Commissioners (NAIC) that
are prepared on an accounting basis prescribed by such authorities (statutory
basis). Statutory accounting practices differ from generally accepted accounting
principles (GAAP) in several respects, causing differences in reported net
income and shareholders' interest. Permitted statutory accounting practices
encompass all accounting practices not so prescribed but that have been
specifically allowed by state insurance authorities. The Company has no
significant permitted accounting practices.

         Statutory net income and statutory capital and surplus is summarized 
below:

<TABLE>
<CAPTION>
                                                                                            Preacquisition
                                                                              Nine months    Three months
                                               Year ended      Year ended           ended           ended
                                             December 31,    December 31,    December 31,       March 31,
                                                     1998            1997            1996            1996
                                             -------------  --------------   -------------  --------------
<S>                                                <C>             <C>             <C>             <C>
Statutory net income                               $ 52.2          $ 73.9          $ 69.7          $ (8.3)
Statutory capital and surplus                     $ 481.1         $ 522.5         $ 419.1         $ 360.5

</TABLE>

         The NAIC adopted Risk Based Capital (RBC) requirements to evaluate the
adequacy of statutory capital and surplus in relation to risks associated with
(i) asset quality, (ii) insurance risk, (iii) interest rate risk, and (iv) other
business factors. The RBC formula is designated as an early warning tool for the
states to identify possible under-capitalized companies for the purpose of
initiating regulatory action. In the course of operations, the Company
periodically monitors its RBC level. At December 31, 1998 and 1997, the Company
exceeded the minimum required RBC levels.

(13)     Operating Segment Information

         At year-end 1998, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 131, Disclosures About Segments of an Enterprise and
Related Information, which requires segment data to be measured and analyzed on
a basis that is consistent with how business activities are reported internally
to management. Life of Virginia and its affiliated companies, which are
subsidiaries of GEFAHI, conduct operations through two business segments: (1)
Wealth Accumulation and Transfer, comprised of products intended to increase the
policyholder's wealth, transfer wealth to beneficiaries or provide a means for
replacing the income of the insured in the event of premature death, and (2)
Wealth and Lifestyle Protection, comprised of products intended to protect
accumulated wealth and income from the financial drain of unforeseen events. As
Life of Virginia sells primarily variable annuity and universal life policies,
it operates in the Wealth Accumulation and Transfer Segment. Accordingly, no
segment data is provided.


<PAGE>
             THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        DECEMBER 31, 1998, 1997 AND 1996
                          (Dollar amounts in millions)


(14)     Accounting Pronouncements Not Yet Adopted

         During 1998, The Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, Accounting for
Derivative Instruments and Hedging Activities. This Statement requires that,
upon adoption, all derivative instruments (including certain derivative
instruments embedded in other contracts) be recognized in the balance sheet at
fair value, and that changes in such fair values be recognized in earnings
unless specific hedging criteria are met. Changes in the values of derivatives
that meet these hedging criteria will ultimately offset related earnings effects
of the hedged items; effects of certain changes in fair value are recorded in
equity pending recognition in earnings. As required in SFAS No. 133, the Company
will adopt the Statement by January 1, 2000. The impact of adoption will be
determined by several factors, including the specific hedging instruments in
place and their relationships to hedged items, as well as market conditions.
Management has not estimated the effects of adoption as it believes that such
determination will not be meaningful until closer to the adoption date.

          In December 1997, the American Institute of Certified Public
Accountants issued a new Statement of Position (SOP) 97-3, Accounting by
Insurance and Other Enterprises for Insurance-Related Assessments. This SOP
provides guidance on accounting by insurance and other enterprises for
guaranty-fund and certain other insurance related assessments. The SOP requires
enterprises to recognize (1) a liability for assessments when (a) an assessment
has been asserted or information available prior to issuance of the financial
statements indicates it is probable that an assessment will be asserted, (b) the
underlying cause of the asserted or probable assessment has occurred on or
before the date of the financial statements, and (c) the amount of the loss can
be reasonably estimated and (2) an asset for an amount when it is probable that
a paid or accrued assessment will result in an amount that is recoverable from
premium tax offsets or policy surcharges from in-force policies. This SOP is
effective for financial statements for fiscal years beginning after December 15,
1998 and will be reported in a manner similar to a cumulative effect of a change
in accounting principle in the initial year of adoption. As a result of the
adoption of this SOP, the Company expects to record an asset of approximately
$4, net of tax.

(15)     Comprehensive Income

         Effective January 1, 1998, the Company adopted Statement of Financial
Accounting Standards No. 130 (SFAS 130), Reporting Comprehensive Income. This
statement establishes standards for the reporting and display of comprehensive
income and its components in a full set of general purpose financial statements.
Comprehensive income includes all changes in equity from non-owner sources,
investments by and distributions to owners are excluded. Prior year consolidated
financial statements have been restated to conform to the requirements of SFAS
130.


<PAGE>
             THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        DECEMBER 31, 1998, 1997 AND 1996
                          (Dollar amounts in millions)


         Components of other comprehensive income and related tax effects are
shown below:
<TABLE>
<CAPTION>
                                                                            Year Ended
                                                                            ----------

                                                            December 31, 1998                          December 31, 1997
                                                       ----------------------------             ------------------------------
                                                  Before-Tax       Tax       Net-of-Tax     Before-Tax       Tax       Net-of-Tax
                                                    Amount        Effect       Amount         Amount       Effect        Amount
                                                    ------        ------       ------         ------       ------        ------
<S>                                                     <C>          <C>           <C>             <C>         <C>            <C>
Unrealized gains (losses) on securities:
    Unrealized holding gains (losses) arising
      during period                                   $ (11.4)      $ 4.0         $ (7.4)        $ 97.7     $ (34.2)        $ 63.5
    Less: reclassification adjustment for gains
      realized in net income                            (26.3)        9.2          (17.1)         (13.3)        4.7           (8.6)
                                                        -----         ---          -----          -----         ---           ----
    Net unrealized gains (losses) on securities         (37.7)       13.2          (24.5)          84.4       (29.5)          54.9
                                                        -----        ----          -----           ----       -----           ----
Total other comprehensive income (loss)               $ (37.7)     $ 13.2        $ (24.5)        $ 84.4     $ (29.5)        $ 54.9
                                                      =======      ======        =======         ======     =======         ======





                                                                                                        Preacquisition
                                                                                                        --------------
                                                               Nine Months Ended                      Three Months Ended
                                                               -----------------                      ------------------
                                                               December 31, 1996                        March 31, 1996
                                                  -------------------------------------    --------------------------------------
                                                  Before-Tax       Tax       Net-of-Tax     Before-Tax       Tax       Net-of-Tax
                                                    Amount        Effect       Amount         Amount       Effect        Amount
                                                    ------        ------       ------         ------       ------        ------
Unrealized gains (losses) on securities:

    Unrealized holding gains (losses) arising
      during period                                    $ 35.8     $ (12.5)        $ 23.3       $ (131.3)     $ 46.0        $ (85.3)
    Less: reclassification adjustment for gains
      realized in net income                             (6.0)        2.1           (3.9)          (9.0)        3.1           (5.9)
                                                         ----         ---           ----           ----         ---           ----
    Net unrealized gains (losses) on securities          29.8       (10.4)          19.4         (140.3)       49.1          (91.2)
                                                         ----       -----           ----         ------        ----          -----
Total other comprehensive income (loss)                $ 29.8     $ (10.4)        $ 19.4       $ (140.3)     $ 49.1        $ (91.2)
                                                       ======     =======         ======       ========      ======        =======
</TABLE>


<PAGE>
             THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        DECEMBER 31, 1998, 1997 AND 1996
                          (Dollar amounts in millions)


        Components of accumulated non-owner changes in equity are shown below:
<TABLE>
<CAPTION>
                                                                          Adjustment      Accumulated
                                                        Unrealized       To Reflect        Non-owner
                                                      Gains (losses)      Purchase        Changes in
                                                      on Securities        Method           Equity
                                                      ---------------   -------------   ----------------
Preacquisition
- ---------------
<S>              <C> <C>                               <C>              <C>              <C>
Balance December 31, 1995                              $       103.1    $         -      $       103.1
Changes for the three months ended March 31, 1996              (91.2)             -              (91.2)
                                                      ---------------   -------------   ----------------
Balance March 31, 1996                                          11.9              -               11.9

Postacquisition
- ---------------
Changes for the nine months ended December 31, 1996             19.4           (11.9)              7.5
                                                      ---------------   -------------   ----------------
Balance December 31, 1996                                       31.3           (11.9)             19.4
Changes for the year ended December 31, 1997                    54.9              -               54.9
                                                      ---------------   -------------   ----------------
Balance December 31, 1997                                       86.2           (11.9)             74.3
Changes for the year ended December 31, 1998                   (24.5)             -              (24.5)
                                                      ---------------   -------------   ----------------
Balance December 31, 1998                              $        61.7     $     (11.9)    $        49.8
                                                      ===============   =============   ================
</TABLE>



(16)     Subsequent Event

         Effective January 1, 1999, The Harvest Life Insurance Company
("Harvest") merged into The Life Insurance Company of Virginia with the merged
Company renamed GE Life and Annuity Assurance Company ("GELAAC"). Harvest's
former parent, Federal Home Life Insurance Company ("FHLIC"), will receive
common stock of GELAAC in exchange for its interest in Harvest. FHLIC is an
indirect wholly-owned subsidiary of GEFAHI. Following are the proforma results
of operations for the Company for the year ended December 31, 1998 and 1997 as
if Harvest had been a part of Life of Virginia as of January 1, 1997.


                                              Proforma Results
                                  ------------------------------------------
                                   as of or for the year ending December 31,
                                  ------------------------------------------
                                          1998                1997
                                  --------------------  --------------------

Total assets                               $ 14,785.4          $ 12,735.2
Revenues                                        939.1               974.4
Net income                                      105.8               107.3


<PAGE>

                                            PART C

                                      OTHER INFORMATION

ITEM 24.  FINANCIAL STATEMENTS AND EXHIBITS

(a)  Financial Statements

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

(b) Exhibits

    (1)(a)   Resolution of Board of Directors of Life of Virginia authorizing
             the establishment of Separate Account 4.  12/

    (1)(b)   Resolution of Board of Directors of Life of Virginia authorizing
             the establishment of additional investment subdivisions of Separate
             Account 4, investing in shares of the Asset Manager Portfolio of
             the Fidelity Variable Insurance Products Fund II and the Balanced
             Portfolio of the Advisers Management Trust. 12/

    (1)(c)   Resolution of Board of Directors of Life of Virginia authorizing
             the establishment of additional investment subdivisions of Separate
             Account 4, investing in shares of the Growth Portfolio, the
             Aggressive Growth Portfolio, and the Worldwide Growth Portfolio of
             the Janus Aspen Series. 12/

    (1)(d)   Resolution of Board of Directors of Life of Virginia authorizing
             the establishment of twenty-two (22) additional subdivisions of
             Separate Account 4, investing in shares of Money Market Portfolio,
             High Income Portfolio, Equity-Income Portfolio, Growth Portfolio
             and Overseas Portfolio of the Fidelity Variable Insurance Products
             Fund; Asset Manager Portfolio of the Fidelity Variable Insurance
             Products Fund II; Money Market Portfolio, Government Securities
             Portfolio, Common Stock Index Portfolio, Total Return Portfolio of
             the Life of Virginia Series Fund, Inc.; Limited Maturity Bond
             Portfolio, Growth Portfolio and Balanced Portfolio of the Neuberger
             & Berman Advisers Management Trust; Growth Portfolio, Aggressive
             Growth Portfolio, and Worldwide Growth Portfolio of the Janus Aspen
             Series; Money Fund, High Income Fund, Bond Fund, Capital
             Appreciation Fund, Growth Fund, Multiple Strategies Fund of the
             Oppenheimer Variable Account Funds. 12/

    (1)(e)   Resolution of Board of Directors of Life of Virginia authorizing
             the establishment of three additional investment subdivisions of
             Separate Account 4, investing in shares of the Utility Fund and
             Corporate Bond Fund of the Insurance Management Series, and the
             Contrafund Portfolio of the Variable Insurance Products Fund II.
             12/

    (1)(f)   Resolution of Board of Directors of Life of Virginia authorizing
             the establishment of two additional investment subdivisions of
             Separate Account 4, investing in shares of the International Equity
             Portfolio and the Real Estate Securities Portfolio of Life of
             Virginia Series Fund. 12/

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

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

    (1)(i)   Resolution of Board of Directors of Life of Virginia authorizing
             the establishment of twelve additional investment subdivisions of
             Separate Account 4, investing in shares of the Growth & Income
             Portfolio and Growth Opportunities Portfolio of Variable Insurance
             Products Fund III; Growth II Portfolio and Large Cap Growth
             Portfolio of the PBHG Insurance Series Fund, Inc.; Global Income
             Fund and Value Equity Fund of GE Investments Funds, Inc.11/
<PAGE>

    (1)(j)   Resolution of Board of Directors of Life of Virginia authorizing
             the establishment of two additional investment subdivisions of
             Separate Account 4, investing in shares of the Capital Appreciation
             Portfolio of the Janus Aspen Series. 11/

    (1)(k)   Resolution of Board of Directors of Life of Virginia authorizing
             the establishment of six additional investment subdivisions of
             Separate Account 4, investing in shares of the U.S. Equity Fund of
             the GE Investments Funds, Inc., Growth and Income Fund of the
             Goldman Sachs Variable Insurance Trust Fund and Mid Cap Equity Fund
             of Goldman Sachs Variable Insurance Trust. Further a name change
             for Oppenheimer Variable Account Fund Capital Appreciation Fund to
             Oppenheimer Variable Account Fund Aggressive Growth Fund. 12/

    (1)(l)  Resolution of Board of Directors of Life of Virginia authorizing the
            establishment of Investment Subdivisions of Salomon Brothers
            Variable Series Funds, Inc. 14/

    (1)(m)   Resolution of Board of Directors of GE Life & Annuity authorizing
             the establishment of ninety-six additional investment subdivisions
             of Separate Account 4.15/

    (2)      Not Applicable.

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

      (b)     Dealer Sales Agreement dated December 13, 1997.12/

    (4)(a)   Form of Policy.
        (i)  Original Form of Policy. 16/

      (b)    Endorsements to Policy.
        (i)  IRA Endorsement  12/
        (ii) Pension Endorsement 12/
        (iii)Section 403(b) Endorsement 12/
        (iv) Form of Optional Death Benefit Rider 16/

    (5)(a)   Form of Application. 12/

    (6)(a)  Certificate of Incorporation of The Life Insurance Company of
            Virginia. 12/

      (b)    By-Laws of The Life Insurance Company of Virginia. 12/

    (7)      Not Applicable.

    (8)(a)   Stock Sale Agreement between The Life Insurance Company of Virginia
             and The Life of Virginia Series Fund, Inc. 12/

    (b)     Participation Agreement among Variable Insurance Products Fund,
            Fidelity Distributors Corporation, and The Life Insurance Company of
            Virginia. 12/

    (b)(i)  Amendment to Participation Agreement Referencing Policy Form
            Numbers. 12/

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

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

    (c)     Agreement between Oppenheimer Variable Account Funds, Oppenheimer
            Management Corporation, and The Life Insurance Company of Virginia.
            12/

    (c)(i)  Amendment to Agreement between Oppenheimer Variable Account Funds,
            Oppenheimer Management Corporation, and The Life Insurance Company
            of Virginia. 12/

    (d)     Participation Agreement among Variable Insurance Products Fund II,
            Fidelity Distributors Corporation and The Life Insurance Company of
            Virginia. 12/

    (e)     Participation Agreement between Janus Capital Corporation and The
            Life Insurance Company of Virginia. 12/

    (f)     Participation Agreement between Insurance Management Series,
            Federated Securities Corp., and The Life Insurance Company of
            Virginia. 12/

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

    (h)     Participation Agreement between Variable Insurance Products Fund III
            and The Life Insurance Company of Virginia. 11/

    (i)     Participation Agreement between Goldman Sachs Variable Insurance
            Trust Insurance and The Life Insurance Company of Virginia.11/

    (j)     Form of Participation Agreement between Salomon Brothers Variable
            Series Funds and The Life Insurance Company of Virginia.14/

    (k)     Form of Participation Agreement between GE Investments Funds, Inc.
            and The Life Insurance Company of Virginia. 14/

    (9)      Opinion and Consent of Counsel.16/

    (10)(a) Consent of Counsel.16/

    (b)     Consent of Independent Auditors.16/

    (11)     Not Applicable.

    (12)     Not Applicable.

    (13)     Schedule showing computation for Performance Data 12/

    (14)     Power of Attorney dated April 16, 1997.11/


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


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

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

10/ Incorporated herein by reference to post-effective amendment number 6 to the
    Registrant's registration statement on Form N-4, File No. 33-76334, filed
    with the Securities and Exchange Commission on March 24, 1997.

11/ Incorporated herein by reference to post-effective amendment number 7 to the
    Registrant's registration statement on Form N-4, File No. 33-76334 filed
    with the Securities and Exchange Commission on May 1, 1997.
<PAGE>

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

13/ Incorporated herein by reference to post-effective amendment number 11 to
    the Registrant's registration statement on Form N-4, File No. 33-76334 filed
    with the Securities and Exchange Commission on July 17, 1998.

14/ Incorporated herein by reference to pre-effective amendment number 1 to the
    Registrant's registration statement on Form N-4, File No. 333-62695 filed
    with the Securities and Exchange Commission on December 18, 1998.

15/ Incorporated herein by reference to pre-effective amendment number 2 to the
    Registrant's registration statement on Form N-4, File No. 333-62695 filed
    with the Securities and Exchange Commission on January 27, 1999.

16/ Incorporated herein.


ITEM 25.  DIRECTORS AND OFFICERS OF GE LIFE & ANNUITY
<TABLE>
<CAPTION>
<S>     <C>                     <C>                             <C>   
                                                               Positions and Offices with
Name                            Address                        Depositor
Ronald V. Dolan                 First Colony Life              Director and Chairman of the
                                700 Main Street                Board
                                Lynchburg, VA  24505
Pamela S. Schutz                GE Life & Annuity              Director and President
                                6610 W. Broad Street
                                Richmond, VA  23230
Selwyn L. Flournoy, Jr          GE Life & Annuity              Director and Senior Vice
                                6610 W. Broad Street           President
                                Richmond, VA 23230
Robert D. Chinn                 GE Life & Annuity              Director and Senior Vice
                                6610 W. Broad Street           President - Agency
                                Richmond, VA 23230
Elliot Rosenthal                GE Life & Annuity              Senior Vice President -
                                6610 W. Broad Street           Investment Products
                                Richmond, VA 23230
Victor C. Moses                 GE Financial Assurance         Director
                                601 Union Street, Ste. 5600
                                Seattle, WA 98101
Geoffrey S. Stiff               GE Life & Annuity              Director
                                6610 W. Broad Street
                                Richmond, VA 23230
</TABLE>


ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT



                                     ORGANIZATIONAL CHART

                      ---------------  GENERAL ELECTRIC COMPANY
                      |                                     |  
               OTHER SUBSIDIARIES                       
                                            (100%)
                                              |
                                       GENERAL ELECTRIC
                                    CAPITAL SERVICES, INC.
                                              |
                                            (100%)
                                              |
                                       GENERAL ELECTRIC
<PAGE>

                                     CAPITAL CORPORATION
                                              |
                                            (100%)
                                              |
                                    GE FINANCIAL ASSURANCE--------
                                        HOLDINGS, INC.           |
                                              |                  |
                                            (100%)               |
                                              |                  |
                                       GNA CORPORATION           |
                                              |                  20%
                                                                 |
                                          (100%)                 |
                                              |                  |
                                       GENERAL ELECTRIC          |
                                  CAPITAL ASSURANCE COMPANY      |
                                              |                  |
                                            (80%)                |
                                              |                  |
                                GE LIFE AND ANNUITY ASSURANCE-----
                                           COMPANY

ITEM 27.  NUMBER OF POLICYOWNERS

Not applicable.

ITEM 28.  INDEMNIFICATION

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

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

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

  (b) The Corporation shall indemnify each director, officer or employee of the
  Corporation who was or is a party or is threatened to be made a party to any
  threatened, pending or completed action or suit by or in the right of the
  Corporation to procure a judgement [sic] in its favor by reason of the fact
  that he is or was a director, officer or employee of the Corporation, or is or
  was serving at the request of the Corporation as a director, officer or
  employee of another 


<PAGE>

   corporation, partnership, joint venture, trust or other enterprise, against
   expenses (including attorneys' fees) actually and reasonably incurred by him
   in connection with the defense or settlement of such action or suit if he
   acted in good faith and in a manner he reasonably believed to be in or not
   opposed to the best interests of the Corporation and except that no
   indemnification shall be made in respect of any claim, issue or matter as to
   which such person shall have been adjudged to be liable for negligence or
   misconduct in the performance of his duty to the Corporation unless and only
   to the extent that the court in which such action or suit was brought shall
   determine upon application that, despite the adjudication of liability but in
   view of all the circumstances of the case, such person is fairly and
   reasonably entitled to indemnity for such expenses which such court shall
   deem proper.

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

  (d) Expenses (including attorneys' fees) incurred in defending an action, suit
  or proceeding, whether civil, criminal, administrative, arbitrative or
  investigative, may be paid by the Corporation in advance of the final
  disposition of such action, suit or proceeding as authorized in the manner
  provided in subsection (c) upon receipt of an undertaking by or on behalf of
  the director, officer or employee to repay such amount to the Corporation
  unless it shall ultimately be determined that he is entitled to be indemnified
  by the Corporation as authorized in this Article.

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

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

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

                    *             *             *

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

ITEM 29.  PRINCIPAL UNDERWRITERS

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


<PAGE>

<TABLE>
<CAPTION>

  (b)
<S>     <C>                      <C>                                   <C>    
                                                                       Positions and Offices
Name                            Address                                with Depositor
Scott A. Curtis                 GE Financial Assurance                 President and Chief
                                6610 W. Broad St.                      Executive Officer
                                Richmond, VA 23230
Charles A. Kaminski             GE Financial Assurance                 Senior Vice President
                                601 Union St., Ste. 5600
                                Seattle, WA 98101
Victor C. Moses                 GE Financial Assurance                 Senior Vice President
                                601 Union St., Ste. 5600
                                Seattle, WA 98101
Geoffrey S. Stiff               GE Financial Assurance                 Senior Vice President
                                6610 W. Broad Street
                                Richmond, VA  23230
Mary Catherine Yeagley          GE Financial Assurance                 Senior Vice President
                                601 Union St., Ste. 5600
                                Seattle, WA 98101
Jeffrey I. Hugunin              GE Financial Assurance                 Treasurer
                                6604 W. Broad St.
                                Richmond, VA 23230
John W. Attey                   GE Financial Assurance                 Vice President, Counsel
                                7125 W. Jefferson Ave., Ste. 200       & Assistant Secretary
                                Lakewood, CO 80235
Thomas W. Casey                 GE Financial Assurance                 Vice President & Chief
                                6604 W. Broad St.                      Financial Officer
                                Richmond, VA 23230
Stephen N. DeVos                GE Financial Assurance                 Vice President &
                                6604 W. Broad St.                      Controller
                                Richmond, VA 23230
Scott A. Reeks                  GE Financial Assurance                 Vice President &
                                6610 W. Broad St.                      Assistant Treasurer
                                Richmond, VA 23230
Edward J. Wiles, Jr.            GE Financial Assurance                 Vice President, Counsel
                                777 Long Ridge Rd., Bldg. "B"          & Secretary
                                Stamford, CT 06927
</TABLE>

ITEM 30.  LOCATION OF ACCOUNTS AND RECORDS

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

ITEM 31.  MANAGEMENT SERVICES

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


ITEM 32.  UNDERTAKINGS

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

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


<PAGE>

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

  STATEMENT PURSUANT TO RULE 6c-7

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

  SECTION 403(b) REPRESENTATIONS 

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

  SECTION 26(e)(2)(A) REPRESENTATION 

  GE Life & Annuity hereby represents that the fees and charges deducted under
  the Policy, in the aggregate, are reasonable in relation to the services
  rendered, the expenses expected to be incurred, and the risks assumed by GE
  Life & Annuity.




<PAGE>



SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the registrant, GE Life & Annuity Separate Account 4, has duly caused this
registration statement to be signed on its behalf by the undersigned thereunto
duly authorized, and its seal to be hereunto affixed and attested, in the County
of Henrico in the Commonwealth of Virginia, on the 12th of March, 1999.

GE Life & Annuity  Separate Account 4
(Registrant)

   By: /s/  Selwyn L. Flournoy, Jr.
       -------------------------------------
       Selwyn L. Flournoy, Jr.
       Senior Vice President
       GE Life and Annuity Assurance Company



GE Life and Annuity Assurance Company
(Depositor)

   By: /s/  Selwyn L. Flournoy, Jr.
       -------------------------------------
       Selwyn L. Flournoy, Jr.
       Senior Vice President
       GE Life and Annuity Assurance Company




<PAGE>



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

Signature                                     Title                               Date
<S>     <C>                                   <C>                                 <C>   
/s/ RONALD V. DOLAN                           Director, Chairman of the Board      03/12/99
- ----------------------
Ronald V. Dolan


/s/  PAMELA S. SCHUTZ
- ----------------------                        Director and President               03/12/99
Pamela S. Schutz


/s/   SELWYN L. FLOURNOY, JR.
- -----------------------------
Selwyn L. Flournoy, Jr.                       Director, Senior Vice President      03/12/99


/s/ROBERT D. CHINN                            Director, Senior Vice President      03/12/99
- -------------------
Robert D. Chinn


/s/VICTOR C. MOSES                            Director                             03/12/99
- --------------------
Victor C. Moses


/s/GEOFFREY S. STIFF                          Director, Senior Vice President       03/12/99
- ---------------------
Geoffrey S. Stiff

</TABLE>

By /s/ Selwyn L. Flournoy, Jr., pursuant to Power of Attorney executed on       
   ---------------------------
April 16, 1997.




<PAGE>



LIST OF EXHIBITS



(4)(a)(i)      Policy Form

(4)(b)(vi)     Form of Optional Death Benefit Rider P5118

(9)            Opinion and Consent of Counsel

(10)(a)        Consent of Counsel

(10)(b)        Consent of Auditors
















Exhibit 4(a)(i)              Policy Form


<PAGE>

                           FLEXIBLE PREMIUM VARIABLE
                            DEFERRED ANNUITY POLICY

[logo]
LIFE OF
VIRGINIA

To the policyowner:

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

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

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

For The Life Insurance Company of Virginia

                                             Selwyn L. Flourney Jr.
          -------------------                --------------------
          CHAIRMAN                           PRESIDENT

     o Flexible Premium Variable Deferred Annuity
     o Income payments beginning at maturity
     o No Dividends
     o Some benefits reflect investment results

                               THE LIFE INSURANCE
                              COMPANY OF VIRGINIA

                6610 West Broad Street, Richmond, Virginia 23230

<PAGE>

POLICY DATA

SCHEDULE OF BENEFITS          SCHEDULE OF PURCHASE PAYMENTS
                              AMOUNT PAYABLE
ANNUITY                       [$5,000.00] INITIAL PURCHASE PAYMENT


INITIAL PURCHASE PAYMENT:     [$5.000.00]
[IRA INITIAL PURCHASE PAYMENT: $2,000.00]
MINIMUM ADDITIONAL PURCHASE PAYMENT: [$1.000.0]
MINIMUM PARTIAL SURRENDER: [$250.00 WITH AN ACCOUNT VALUE AFTER
        THE SURRENDER OF NO LESS THAN $5,000.00]

SYSTEMATIC WITHDRAWAL PROGRAM:
     MINIMUM ACCOUNT VALUE TO COMMENCE: [$25,000]
     MINIMUM SYSTEMATIC WITHDRAWAL AMOUNT: [$250.00]

CHARGES:
     PREMIUM TAX RATE:                  [0.00%]
     MORTALITY AND EXPENSE CHARGE:      [1.25% ANNUALLY (.003446% DAILY)]
     ADMINISTRATIVE EXPENSE CHARGE:     [0.15% ANNUALLY (.000411% DAILY)]
     ANNUAL POLICY FEE:                 [$30.00]
          [WAIVED IF ACCOUNT VALUE EXCEEDS $30,000 AT TIME THE
          CHARGE IS DUE.]

TRANSFER CHARGE:        [$25.00]
        [MINIMUM TRANSFER AMOUNT IS $250.00 OR ENTIRE AMOUNT IN THE
        INVESTMENT SUBDIVISION IF THE BALANCE IN THE INVESTMENT
        SUBDIVISION AFTER THE TRANSFER WILL BE LESS THAN $250.00]

OWNER          [THE ANNUITANT]

ANNUITANT      [JOHN DOE]      [MALE][35] AGE [LAST] BIRTHDAY

POLICY NUMBER  [0000000]

POLICY DATE    [JANUARY 1, 1998] [JANUARY 1, 2063] MATURITY DATE

PLAN FLEXIBLE PREMIUM VARIABLE DEFERRED ANNUITY

<PAGE>

POLICY NUMBER [0000000]

                               INVESTMENT OPTIONS

SEPARATE ACCOUNT #

INVESTMENT SUBDIVISIONS       ARE INVESTED IN

TO BE ANNOUNCED



[GUARANTEE ACCOUNT:
     MINIMUM GUARANTEED INTEREST RATE: [3%]]

THE PORTION OF EACH PURCHASE PAYMENT ALLOCATED TO ANY PARTICULAR INVESTMENT
OPTION MUST BE AT LEAST [1%].

YOU MAY ALLOCATE YOUR ACCOUNT VALUE TO AS MANY AS [TENT] INVESTMENT
SUBDIVISIONS. CONSULT THE PROSPECTUS FOR INVESTMENT DETAILS.

                                                       EFFECTIVE XX/XX/98

<PAGE>

                               TABLE OF CONTENTS

Policy Data..........................................................
Definitions .........................................................
Introduction.........................................................
Owner, Annuitant and Beneficiary Provisions..........................
Death Provisions.....................................................
Purchase Payments....................................................
Monthly Income Benefit...............................................
Separate Account.....................................................
Account Value Benefits ..............................................
General Information..................................................
Optional Payment Plans...............................................
Copies of any application, riders and endorsements follow page 18

                                  DEFINITIONS

ACCOUNT VALUE - The sum of the values allocated to each Investment Option.

ACCUMULATION UNIT - Unit of measure used in calculating the Account Value in the
Separate Account prior to the Maturity Date.

AGE - The Age of the Annuitant as of the Policy Date as shown on the policy data
pages.

ANNUITANT - The person named on the policy data pages whose Age and, where
appropriate, sex are used in determining the amount of the monthly income
benefits.

ANNUITY UNIT- Unit of measure used in determining the amount of the second and
each subsequent Variable Income Payment.

ASSUMED INTEREST RATE - Interest rate used in calculating the Variable Income
Payment amounts.

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

CONTINGENT ANNUITANT - The person named by the Owner who at the death of the
Annuitant prior to the Maturity Date may become the Annuitant in certain
circumstances. (See Death Provisions.)

DEATH BENEFIT - The optional benefit provided under the Policy upon the death of
an Annuitant prior to the Maturity Date.

DESIGNATED BENEFICIARY - The person or entity designated in the Policy who on
the date of an Owner's, Joint Owner's or Annuitant's death will be treated
thereafter as the sole Owner of the Policy.

FIXED INCOME PAYMENTS - Income Payments that are supported by the General
Account and which do not vary in amount based on the investment experience of
the Separate Account.

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

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

GUARANTEE ACCOUNT - If available by rider, amounts allocated under this Policy
to be held in our General Account.

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

INCOME PAYMENT - One of a series of payments made under either the Monthly
Income Benefit or one of the Optional Payment Plans.

INVESTMENT OPTIONS - Any available Guarantee Account and the Separate Account
Investment Subdivision(s)) shown on the policy data pages.

INVESTMENT SUBDIVISION - A subdivision of the Separate Account, the assets of
which are

                                       4
<PAGE>

invested exclusively in a corresponding Fund.

MATURITY DATE - The date stated on the policy data pages, unless changed after
issue, on which Income Payments are scheduled to commence, if the Annuitant is
living on that date.

MATURITY VALUE - The Surrender Value on the day immediately preceding the
Maturity Date.

OPTIONAL PAYMENT PLAN - A plan whereby any part of a Death Benefit, Surrender
Value or Maturity Value can be left with us to provide Income Payments to a
Payee.

OWNER / JOINT OWNERS - The person(s) or entity entitled to receive Income
Payments after the Maturity Date. The Owner or Joint Owners are also entitled to
the ownership rights stated in the Policy during the lifetime of the Annuitant
and are shown on the policy data pages and in any application. "You" or "your"
refers to the Owner or Joint Owners.

PAYEE - Person or entity entitled to receive Income Payments under an Optional
Payment Plan.

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

POLICY DATE - Date the Policy is issued and becomes effective. The Policy Date
is shown on the policy data pages and is used to determine policy years and
anniversaries.

PURCHASE PAYMENT - A payment received by the Company and applied to this Policy.
When used in connection with this Policy, the term "purchase payment" means the
same as the term "premium payment".

SEPARATE ACCOUNT - The segregated asset account of the Company shown on the
policy data pages.

SURRENDER VALUE - The Account Value on the date we receive your written request
for surrender in our Home Office less any applicable premium tax.

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

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

VARIABLE INCOME PAYMENTS - Income Payments that vary in amount from one
Income Payment to the next based on the investment experience of one or more
Investment Subdivisions.

                                  INTRODUCTION

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

The Policy provides a monthly income beginning on the Maturity Date. The amount
of monthly income will depend on:

  o the Maturity Value;

  o the amount of any applicable premium tax;

  o the Annuitant's sex, where appropriate, and settlement age on the Maturity
    Date: and

  o the payment plan chosen.

See Optional Payment Plans section for the payout plans available. See
conditions described in the Death Provisions section for details regarding
payment or the continuation of the Policy at the death of the Owner, Joint Owner
or Annuitant prior to the Maturity Date.

The Policy and Its Parts

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

All statements in any application are considered representations and not
warranties.

We reserve the right to amend this Policy as needed to maintain its status as an
annuity under the

<PAGE>


                                       5

Internal Revenue Code. If the Policy is amended, we will send you a copy of the
amendment complying with the requirements imposed by the Internal Revenue
Service ("IRS"). This Policy is intended to constitute an annuity within the
meaning of the Internal Revenue Code, and its provisions should be interpreted
consistently with this intent.

                  OWNER, ANNUITANT AND BENEFICIARY PROVISIONS

The Owner

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

Joint Owners own the Policy equally with the right of survivorship. Right of
survivorship means that if a Joint Owner dies, his or her interest in the Policy
will pass to the surviving Joint Owner. Disposition of the Policy upon death of
an Owner is subject to the Death Provisions.

The Annuitant

The Policy names you or someone else as the Annuitant. The Contingent Annuitant
can be named in the application, if any, for this Policy, or by sending a
written request to our Home Office. At the death of the Annuitant prior to the
Maturity Date, the Contingent Annuitant, if any, may become the Annuitant in
certain circumstances. (See Death Provisions). If no Contingent Annuitant is
alive, the Owner (if a natural person, otherwise, the Joint Owner, if a natural
person) will be the Contingent Annuitant.

The Beneficiary

The primary beneficiary and any contingent beneficiary can be named in the
application, if any, for this Policy or by sending a written request to our Home
Office.

Changing the Owner, Contingent Annuitant or Beneficiary

During the Annuitant's life, you can change the Owner, the Contingent Annuitant
and any beneficiary if you reserved this right. A person named irrevocably may
be changed only with that person's written consent. To make a change, send a
written request to our Home Office. The request and the change must be in a form
satisfactory to us. The change will take effect as of the date you sign the
request. The change will be subject to any payment we make before we record the
change. Except as described above, the Annuitant cannot be changed.

Using the Policy as Collateral for a Loan

This Policy may be assigned as collateral security for a loan. We must be
notified in writing if you assign the Policy. Any payment we make before we
record the assignment at our Home Office will not be affected. We are not
responsible for the validity of an assignment. Your rights and the rights of a
beneficiary may be affected by an assignment.

Trustee

If a trustee is named as the Owner or beneficiary of this Policy and
subsequently exercises ownership rights or claims benefits hereunder, we will
have no obligation to verify that a trust is in effect or that the trustee is
acting within the scope of his/her authority. Payment of policy benefits to the
trustee will release us from all obligations under the Policy to the extent of
the payment. When we make a payment to the trustee, we will have no obligation
to ensure that such payment is applied according to the terms of the trust
agreement.

                                DEATH PROVISIONS

When a Distribution is Required

In certain circumstances, federal tax law requires that distributions be made
under this Policy. Except as described below, a distribution is required at the
first death of:

  a) an Owner or Joint Owner; or

  b) the Annuitant if the Owner is a non-natural entity.

                                       6

<PAGE>

                                       7

The amount of proceeds available upon death and the methods available for
distributing such proceeds are also described in this section.

Designated Beneficiary

At the first death of a) an Owner or Joint Owner, or b) the Annuitant if the
Owner is a non-natural entity, the person or entity first listed below who is
alive or in existence on the date of that death will become the Designated
Beneficiary:

  (1) Owner or Joint Owners

  (2) primary beneficiary

  (3) contingent beneficiary

  (4) Owner's estate

The Designated Beneficiary will be treated thereafter as the sole Owner of the
Policy and may choose one of the Payment Choices below, subject to the
distribution rules stated below. For purposes of this section, if there is more
than one Designated Beneficiary, each one will be treated separately with
respect to their portion of the Policy.

Distribution Rules When Death Occurs Before Income Payments Begin

If the Designated Beneficiary is the surviving spouse of the deceased person, we
will continue the Policy in force with the surviving spouse as the new Owner. If
the deceased person was the Annuitant and there was no surviving Contingent
Annuitant, the surviving spouse will automatically become the new Annuitant. At
the death of the surviving spouse, this provision may not be used again. The
provision below regarding If the Designated Beneficiary is not the surviving
spouse must be used instead.

If the Designated Beneficiary is not the surviving spouse of the deceased
person, this Policy cannot be continued in force indefinitely. Instead, after
the date of death:

  o No further purchase payments will be accepted.

  o Payments must be made to, or for the benefit of, the Designated Beneficiary
    under one of the Payment Choices listed below.

  o If no choice is made by the Designated Beneficiary within 30 days following
    receipt of due proof of death, we will use Payment Choice 2.

  o If the Designated Beneficiary dies before the entire Surrender Value has
    been distributed, we will pay in a lump sum payment any Surrender Value
    still remaining to the person named by the Designated Beneficiary or, if no
    person is so named, to the Designated Beneficiary's estate.

Payment Choices:

  1. Receive the Surrender Value in one lump sum payment upon receipt of due
    proof of death;

  2. Receive the Surrender Value at any time during the five year period
    following the date of death by partially or totally surrendering the Policy.
    At the end of that five year period, we will pay in a lump sum payment any
    Surrender Value still remaining;

  3. Apply the Surrender Value to provide an income under Optional Payment Plan
    1 or 2. The first Income Payment must be made no later than one year after
    the date of death. The Income Payment period must be either (1) the
    lifetime of the Designated Beneficiary, or (2) a period not exceeding the
    Designated Beneficiary's life expectancy.

Under Payment Choices 1 and 2, this Policy will terminate upon payment of the
entire Surrender Value. Under Payment Choice 3, this Policy will terminate when
the Surrender Value is applied to the Optional Payment Plan. Due proof of death
must be provided within 90 days of death.

Proceeds When Death Occurs Before Income Payments Begin

If an Owner or Joint Owner dies and that person is someone other than the
Annuitant, the amount of proceeds available is the Surrender Value. We will
distribute the Surrender Value to, or for the benefit of, the Designated
Beneficiary as described previously in this section.

If the Annuitant dies, regardless of whether he/she is also an Owner or Joint
Owner of the Policy, the amount of proceeds available is the Death Benefit. Upon
receipt of due proof of the Annuitant's death, the Death Benefit will be treated
in accordance with instructions provided by the Owner, subject to distribution
rules and termination of contract provisions described above.

<PAGE>

Death Benefit Available at Death of Annuitant

The Death Benefit will equal the amount of proceeds available as calculated
below.

Actual Amount of Proceeds Payable. The actual amount of proceeds payable will
equal the Death Benefit. The Death Benefit is calculated as of the date we
receive a request for distribution by adding a) and b) where:

  a) is the Account Value as of the date we receive the request for distribution
    of proceeds; and

  b) is the excess, if any, of the Unadjusted Death Benefit as of the date of
    the Annuitant's death over the Account Value as of the date of the
    Annuitant's death, with interest credited on that excess from the date of
    the Annuitant's death to the date of distribution.

Unadjusted Death Benefit Calculation

If the Annuitant was age 80 or younger on the Policy Date, and death occurs: a)
prior to the policy anniversary the Annuitant reaches 81,

  o During the first five policy years, the Unadjusted Death Benefit will be the
    greater of items 1 ) and 2) defined below.

  o During any subsequent five year period, the Unadjusted Death Benefit will be
    the greatest of items 1), 2) and 3) defined below.

  b) on or after the policy anniversary the Annuitant reaches age 81,

  o the Unadjusted Death Benefit will be the greater of items 1) and 2) defined
    below.

If the Annuitant was age 81 or older on the Policy Date, the Unadjusted Death
Benefit will be the Account Value as of the Annuitant's date of death.

As used in calculating the Unadjusted Death Benefit described above, items 1),
2) and 3) are defined as:

  1) The Account Value of the Policy as of the Annuitant's date of death.

  2) The total of purchase payments paid adjusted for any applicable premium tax
    and any withdrawals.

  3) The greatest Unadjusted Death Benefit on the last day of any previous five
    year period, plus any purchase payments paid since then adjusted for any
    applicable premium tax and any withdrawals. As used in this provision, five
    year period is defined as the period of time commencing with the Policy Date
    through the end of the fifth policy year and every subsequent quinquennial
    policy year thereafter.

Distribution Rules When Death Occurs After Income Payments Begin

If an Owner, Joint Owner, Annuitant, or Payee dies after Income Payments have
begun, the entire interest remaining in the Policy will be distributed at least
as rapidly as under the method of distribution being used on the date of death.
Under this scenario, "entire interest" means any guaranteed payments remaining
under the payment plan in effect on the date of death.

                               PURCHASE PAYMENTS

The initial purchase payment is due on the Policy Date.

Additional Purchase Payments

You may make additional purchase payments at any time before the Maturity Date.
The minimum amount allowed as an additional purchase payment is defined on the
policy data pages.

When and Where to Send Purchase Payments

Each purchase payment is payable in advance. Send each purchase payment to our
Home Office. Make any checks or money orders payable to The Life Insurance
Company of Virginia.

Allocation of Purchase Payments

You may allocate purchase payments to one or more Investment Options. The
maximum number of Investment Option allocations allowed is shown on the policy
data pages. The minimum percentage of each purchase payment that may be
allocated to any particular Investment Option is also provided

                                       8
<PAGE>

                                       9

on the policy data pages. Purchase payments will be allocated in accordance with
your instructions we have on file.

You may change the allocation of later purchase payments at any time, without
charge, by sending a written notice to us at our Home Office. The allocation
will apply to purchase payments received after we receive the change.

                             MONTHLY INCOME BENEFIT

We will pay you a monthly income for a guaranteed minimum period beginning on
the Maturity Date if the Annuitant is still living. The monthly income will be a
Variable Income Payment similar to that described in the provision titled
"Variable Income Options" under the Optional Payment Plans section. Payments
will be made automatically under a Life Income with 10 Years Certain plan,
unless you choose otherwise.

Under the Life Income 10 Years Certain plan, if the Annuitant lives longer than
10 years, payments will continue for his or her life. If the Annuitant dies
before the end of ten years, the remaining payments for the ten year period will
be discounted at the same rate used to calculate the monthly income. The
discounted amount will be paid in one sum to you.

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

The initial Income Payment under the automatic payment plan, payable monthly, is
calculated by multiplying (a) times (b), divided by (c) where:

     (a) is the monthly payment rate per $1000, shown under the Optional Payment
Plans for Life Income 10 years Certain, using the sex, if appropriate, and
settlement age of the Annuitant, instead of the Payee, on the Maturity Date:
     (b) is the Maturity Value; and
     (c) is $1000.

Income Payments will be made monthly unless quarterly, semi-annual or annual
payments are chosen by written request. However, if any payment made more
frequently than annually would be or becomes less than $100, we reserve the
right to reduce the frequency of payments to an interval that would result in
each payment being at least $100. If the annual payment payable at maturity is
less than $20, we will pay the Maturity Value and the Policy will terminate
effective as of the Maturity Date.

Maturity Date

The Maturity Date is provided on the policy data pages, unless changed after
issue. You may change the Maturity Date. The Maturity Date cannot be a date
later than the policy anniversary on which the annuitant reaches age 90, unless
a later date is approved by the Company. To make a change, send us written
notice before the Maturity Date then in effect. The Company reserves the right
to establish a maximum maturity age.

If you change the Maturity Date, Maturity Date will then mean the new Maturity
Date you selected. You may pay purchase payments until the Maturity Date unless
that right has been terminated by the provisions of this Policy.

                                SEPARATE ACCOUNT

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

We own the assets in the Separate Account. These assets are held separately from
our other assets

<PAGE>

and are not part of our General Account.

The Separate Account is registered with the Securities and Exchange Commission
("SEC") as a unit investment trust under the Investment Company Act of 1940. The
Separate Account is also subject to laws of the Commonwealth of Virginia which
regulate the operations of insurance companies incorporated in Virginia. The
investment policies of the Separate Account will not be changed without the
approval of the Insurance Commissioner of the Commonwealth of Virginia.

INSULATION OF ASSETS

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

INVESTMENT SUBDIVISIONS

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

The Investment Subdivisions available under this Policy are shown on the policy
data pages. Each Investment Subdivision invests exclusively in shares of a
corresponding Fund. Shares of a Fund are purchased and redeemed for an
Investment Subdivision at their net asset value per share. Any amounts of
income, dividends and gains distributed from the shares of a Fund are reinvested
in additional shares of that Fund at its net asset value.

CHANGES TO THE SEPARATE ACCOUNT AND INVESTMENT SUBDIVISIONS

Where permitted by applicable law, the Company may:

  1. create new separate accounts;

  2. combine separate accounts, including the Separate Account;

  3. transfer assets of the Separate Account, which we determine to be
    associated with the class of policies to which this Policy belongs, to
    another separate account;

  4. add new Investment Subdivisions to or remove existing Investment
    Subdivisions from the Separate Account or combine Investment Subdivisions;

  5. make Investment Subdivisions (including new Investment Subdivisions)
    available to such classes of policies as we may determine;

  6. add new Funds or remove existing Funds;

  7. substitute new Funds for any existing Fund whose shares are no longer
    available for investment;

  8. substitute new Funds for any existing Fund which we determine is no longer
    appropriate in light of the purposes of the Separate Account;

  9. deregister the Separate Account under the Investment Company Act of 1940;
    and

  10. operate the Separate Account under the direction of a committee or in any
    other form permitted by law.

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

VALUATION OF SEPARATE ACCOUNT ASSETS

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

ACCUMULATION UNITS

Purchase payment(s) allocated to an Investment Subdivision or amounts
transferred to an Investment Subdivision are converted into Accumulation Units.
The number of Accumulation Units is determined by dividing the dollar amount
allocated to each Investment Subdivision by the value of the Accumulation Unit
for that Investment Subdivision for the Valuation Day on which the purchase
payment(s) or

                                       10
<PAGE>

                                       11

transferred amount is invested in the Investment Subdivision. Therefore,
purchase payment(s) allocated to or amounts transferred to an Investment
Subdivision increase the number of Accumulation Units of that Investment
Subdivision.

The events which will reduce the number of Accumulation Units of an Investment
Subdivision are as follows:

  (1) surrenders or transfers of Account Value from an Investment Subdivision;

  (2) surrender of the Policy;

  (3) payment of a Death Benefit;

  (4) application of Account Value to an Income Payment option; and

  (5) applicable Policy and/or rider fees and charges.

Accumulation Units are canceled as of the end of the Valuation Period in which
the Company receives notice regarding the event.

ACCUMULATION UNIT VALUE

The value of an Accumulation Unit for each Investment Subdivision was
arbitrarily set when the Investment Subdivision began operations. Thereafter,
the value of an Accumulation Unit at the end of every Valuation Day is the value
of the Accumulation Unit at the end of the previous Valuation Day multiplied by
the net investment factor, as described below. On any day that is a Valuation
Day, the Account Value in an Investment Subdivision is determined by multiplying
the number of Accumulation Units attributable to the Policy in that Investment
Subdivision by the value of the Accumulation Unit for that Investment
Subdivision.

NET INVESTMENT FACTOR

The net investment factor is used to measure the investment performance of an
Investment Subdivision. The net investment factor for any Investment Subdivision
for any Valuation Period is determined by (a) divided by (b), minus (c), where:

  (a) is the result of:

    1. the value of the assets in the Investment Subdivision at the end of the
      preceding Valuation Period; plus

    2. the investment income and capital gains, realized or unrealized, credited
      to those assets at the end of the Valuation Period for which the net
      investment factor is being determined: minus

    3. the capital losses, realized or unrealized, charged against those assets
      during the Valuation Period; minus

    4. any amount charged against the Separate Account for taxes, or any amount
      we set aside during the Valuation Period as a provision for taxes
      attributable to the operation or maintenance of the Separate Account; and

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

  (c) is a factor for the Valuation Period representing the charge for mortality
    and expense risks we assume and for administrative expenses deducted from
    the Investment Subdivision. The annual rate for these charges is shown on
    the policy data pages.

Transfers Before Income Payments Begin

You may transfer amounts among the Investment Options by sending a request to us
at our Home Office. Transfers involving the Guarantee Account, if available, are
subject to limitations defined in the Guarantee Account rider. Transfer requests
must be in writing or in any form acceptable to us. The first twelve transfers
in each calendar year will be made without a transfer charge. A transfer charge
may be imposed for each subsequent transfer in a calendar year.

The amount of the transfer charge, if applicable, is provided on the policy data
pages. When we perform transfers, the Account Value on the date of the transfer
will not be affected by the transfer except to the extent of any transfer
charge. The transfer charge will be taken from the amount transferred.

We reserve the right to limit, upon written notice, the number of transfers each
calendar year to twelve or, if it is necessary for the Policy to continue to be
treated as an annuity policy by the IRS, a

<PAGE>

lower number. Also, we reserve the right to refuse to execute any transfer if
any of the Investment Subdivisions which would be affected by the transfer is
unable to purchase or redeem shares of the Fund in which the Investment
Subdivision invests. The transfer will be effective as of the end of the
Valuation Period during which we receive your request at our Home Office. If the
amount of your Account Value remaining in an Investment Option after the
transfer is less than the minimum balance stated on the policy data pages, we
will transfer the remaining balance in addition to the amount requested for
transfer. We will not allow a transfer into any Investment Option unless the
Account Value of that Investment Option after the transfer is at least equal to
the amount stated on the policy data pages.

Transfers After Variable Income Payments Begin

If Variable Income Payments are being made, you may transfer Annuity Units among
the Investment Subdivisions of the Separate Account by sending a request to us
at our Home Office. This request must be in writing or in any form acceptable to
us. You may make one transfer in each calendar year. We reserve the right to
limit the number of transfers if necessary for the Policy to continue to be
treated as an annuity policy by the IRS. Also, we reserve the right to refuse to
execute any transfer if any of the Investment Subdivisions that would be
affected by the transfer is unable to purchase or redeem shares of the Fund in
which the Investment Subdivision invests. If the number of Annuity Units
remaining in an Investment Subdivision after a transfer is less than 1, we will
transfer the remaining balance in addition to the amount requested for transfer.
We will not allow a transfer into any Investment Subdivision unless the number
of Annuity Units of that Investment Subdivision after the transfer is at least
1. No transfer charge is imposed for transfers of Annuity Units. The amount of
the Income Payment as of the date of the transfer will not be affected by the
transfer.

                             ACCOUNT VALUE BENEFITS

On the date the initial purchase payment is received and accepted, the Account
Value equals the initial purchase payment. At the end of each Valuation Period
after such date, the Account Value allocated to each Investment Subdivision of
the Separate Account is (a) plus (b) plus (c) minus (d) minus (e) minus (f),
where:

  (a) is the Account Value allocated to the Investment Subdivision at the end of
    the preceding Valuation Period, multiplied by the Investment Subdivision's
    net investment factor for the current Valuation Period;

  (b) is purchase payments allocated to the Investment Subdivision during the
    current Valuation Period:

  (c) is any other amounts transferred into the Investment Subdivision during
    the current Valuation Period:

  (d) is Account Value transferred out of the Investment Subdivision during the
    current Valuation Period:

  (e) is any surrender made from the Investment Subdivision during the current
    Valuation Period; and

  (f) is any premium tax deductions.

Annual Policy Maintenance Charge

There will be a charge made each year for maintenance of the Policy. This charge
is made once for each policy year against the Account Value allocated to the
Separate Account. The charge for a policy year will be deducted at the earlier
of the next policy anniversary or the date the Policy is surrendered. The amount
of this charge is shown on the policy data pages. We will waive this charge if
the Account Value at the time the charge is due exceeds the minimum Account
Value shown on the policy data pages.

Surrender

You can fully or partially surrender this Policy by sending a written request to
our Home Office. We must receive the request before Income Payments begin. You
may be required to pay applicable premium tax. (see Premium Tax). Premium tax
will be deducted from the amount surrendered.

Full Surrender. You must send us your Policy with your request for full
surrender. The amount pay-

                                       12
<PAGE>

                                       13

able is the Surrender Value. The Surrender Value of this Policy is the Account
Value on the date we receive your written request for surrender in our Home
Office, less any applicable premium tax. See Deferred Premium Tax

Partial Surrender. You may make a partial surrender from the Account Value of
this Policy at any time. The allowable partial surrender amount is subject to
limitations as defined on the policy data pages. The amount payable will be the
amount of the partial surrender, less any applicable premium tax. See Deferred
Premium Tax.

You may tell us how to deduct the partial surrender from the Investment Options.
If you do not, the partial surrender will be deducted first from each Investment
Subdivision in the same proportion that the Policy's Account Value in that
Investment Subdivision bears to the total Account Value in all Investment
Subdivisions on the date we receive the request in our Home Office. If this
amount of the partial surrender exceeds the Account Value in the Investment
Subdivision(s), any remaining deductions will be made from the available
Guarantee Account Investment Options. The amounts deducted from the Guarantee
Account Investment Options will be taken on a first-in, first-out basis.
"First-in, first-out" means the order in which purchase payments and transferred
amounts were allocated to that Guarantee Account Investment Option.

Deferred Premium Tax. If we paid a tax on a purchase payment and we did not
previously deduct the tax, then we may deduct it at the time of surrender. See
Premium Tax.

Postponement of Payments

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

  o the New York Stock Exchange is closed other than customary weekend and
    holiday closings, or trading on the New York Stock Exchange is restricted as
    determined by the SEC; or
  o the SEC by order permits postponement for the protection of policyowners; or
  o an emergency exists, as determined by the SEC, as a result of which disposal
    of securities is not reasonably practical or it is not reasonably practical
    to determine the value of net assets of the Separate Account.

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

                               GENERAL INFORMATION

Statement of Values

At least once each year, we will send you a Policy statement. The statement will
be mailed within 30 days of the statement date. The statement date will be on at
least one of the following dates: March 31st, June 30th, September 30th and
December 31st. The statement will show the Account Value, purchase payments
made, number of accumulation units, accumulation unit values, and charges
deducted during the statement period.

Evidence of Death, Age, Sex or Survival

We will require proof of death before we act on policy provisions relating to
death of any person or persons. We may also require proof of the Age, sex, where
appropriate, or survival of any person or persons before we act on any policy
provision dependent upon Age, sex or survival.

Incontestability

We will not contest this Policy.

Misstatement of Age or Sex

If the Annuitant's Age or sex, where appropriate, is misstated on the policy
data page, any Policy benefits or proceeds, or the availability thereof, will be
determined using the correct Age and sex.

<PAGE>

Premium Tax

Premium tax rules vary by state and change from time to time. Some states assess
a tax- against us upon receipt of purchase payments and some states upon
annuitization of proceeds.

Tax assessed upon receipt of purchase payments: The premium tax rate shown on
the policy data pages is the rate that was in effect in your state at Policy
issue. To calculate any applicable premium tax in effect on the date we receive
the purchase payment, multiply the purchase payment by the premium tax rate.
This is the amount of any state and/or local premium tax charged to us for this
Policy. We reserve the right to deduct any such tax either from your purchase
payment(s) when received, or from proceeds later when paid. (Proceeds includes
benefits from surrender, maturity and death.)

Tax assessed upon annuitization of proceeds: Since some states assess a premium
tax on proceeds used to purchase Income Payments, we reserve the right to deduct
from such proceeds any premium tax paid by us. Because state premium tax rules
change from time to time, the tax rate, if any, applicable to proceeds used to
purchase Income Payments is not shown in your Policy. You may request
notification of the amount of this tax before Income Payments begin.

Nonparticipating

This Policy is nonparticipating. No dividends are payable.

Written Notice

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

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

                             OPTIONAL PAYMENT PLANS

Death Benefit and Surrender Value proceeds will be paid in one lump sum, and
Maturity Value will be paid as described in the Monthly Income Benefit section.
Subject to the rules stated below, however, any part of the Death Benefit or
Surrender Value proceeds can be left with us and paid under an Optional Payment
Plan. If you choose to leave the proceeds with us and receive payments under an
Optional Payment Plan, the proceeds less any applicable premium tax will be
applied to calculate your Income Payment. During the Annuitant's life you (or
the Designated Beneficiary at your death) can choose a plan. If a plan has not
been chosen at the death of the Annuitant, the Designated Beneficiary can choose
a plan if the Death Benefit is to be paid.

There are several important Optional Payment Plan rules:

  o Our consent must be obtained prior to selecting an Optional Payment Plan if
    the Payee is not a natural person.

  o Payment made under an Optional Payment Plan at the death of the Owner, Joint
    Owner or

  o Annuitant must conform with the rules in the Death Provisions section.

  o If you change a beneficiary, your plan selection will no longer be in effect
    unless you request that it continue.

  o Any choice or change of a plan must be sent in writing to our Home Office.

  o The amount of each payment under a plan must be at least $100.

  o Fixed Income Payments will begin on the date we receive proof of the
    Annuitant's death, on surrender, or on the Policy's Maturity Date.

  o Variable Income Payments will begin within seven days after the date
    payments would begin under the corresponding fixed option.

  o Payments under Plan 4 will begin at the end of the first interest period
    after the date proceeds are otherwise payable.

 Fixed Income Options

Optional Payment Plans 1 through 5 are available as fixed income options. Any
amount left with us

                                       14
<PAGE>

                                       15

under a fixed income option will be transferred to our General Account. Payments
made will equal or exceed those required by the state where this Policy is
delivered.

Variable Income Options

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

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

The number of Annuity Units will be determined at the time Income Payments begin
and will remain fixed unless transferred (as described below). The number of
Annuity Units for an Investment Subdivision is (a) divided by (b), where:

  (a) is the portion of the first Income Payment attributable to that Investment
      Subdivision; and

  (b) is the Annuity Unit value for that Investment Subdivision seven days
      before that Income Payment is due.

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

Annuity Unit Value: The Annuity Unit value of each Investment Subdivision for
any Valuation Period is equal to (a) multiplied by (b) divided by (c) where:

  (a) is the net investment factor for the Valuation Period for which the
      Annuity Unit value is being calculated;

  (b) is the Annuity Unit value for the preceding Valuation Period; and

  (c) is a daily Assumed Interest Rate factor adjusted for the number of days in
      the Valuation Period.

The Assumed Interest Rate factor is equal to one plus the Assumed Interest Rate.
The Assumed Interest Rate is the interest rate used to calculate the initial
variable payment. Plan 1 and Plan 5 tables shown under the Payment Plans section
use an Assumed Interest Rate of 3%.

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

  (a) is the number of Annuity Units for the current Investment Subdivision;

  (b) is the value of the Annuity Unit for the current Investment Subdivision;
      and

  (c) is the value of the Annuity Unit for the new Investment Subdivision.

<PAGE>

Payment Plans

The fixed income options are shown below. Variable income options, with an
Assumed Interest Rate of 3%, have the same monthly payment rate per $1000 as the
fixed income options shown in the Plan 1 and Plan 5 Tables. The monthly payment
rate is based on the 1983 Table 'a', using 3% interest. Other plans may be
available upon request.

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

Plan 1 Table

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

<TABLE>
<CAPTION>
                   Male Payee               Female Payee                             Male Payee               Female Payee
           -------------------------- --------------------------             -------------------------- --------------------------
Settlement 10 Years 15 Years 20 Years 10 Years 15 Years 20 Years  Settlement 10 Years 15 Years 20 Years 10 Years 15 Years 20 Years
   Age      Certain  Certain  Certain  Certain  Certain  Certain     Age      Certain  Certain  Certain  Certain  Certain  Certain
- ---------- -------- -------- -------- -------- -------- --------  ---------- -------- -------- -------- -------- -------- --------
<S>          <C>      <C>      <C>      <C>      <C>      <C>        <C>       <C>      <C>      <C>     <C>       <C>     <C>
    20       S2.90    S2.90    S2.89    S2.81    S2.81    S2.81       65       S5.51    S5.22    S4.86    $4.91    S4.77    $4.58
    25        3.00     2.99     2.99     2.88     2.88     2.88       66        5.66     5.33     4.92     5.03     4.88     4.65
    30        3.11     3.11     3.10     2.97     2.97     2.97       67        5.81     5.43     4.99     5.17     4.99     4.73
    35        3.26     3.25     3.24     3.09     3.08     3.08       68        5.97     5.54     5.05     5.31     5.10     4.80
    40        3.45     3.43     3.41     3.23     3.23     3.22       69        6.13     5.65     5.10     5.46     5.21     4.88
    45        3.68     3.66     3.62     3.42     3.41     3.39       70        6.30     5.75     5.16     5.62     5.33     4.95
    50        3.98     3.94     3.88     3.65     3.64     3.61       71        6.48     5.85     5.21     5.79     5.45     5.02
    51        4.05     4.00     3.93     3.71     3.69     3.66       72        6.66     5.95     5.25     5.97     5.57     5.08
    52        4.12     4.07     3.99     3.77     3.74     3.71       73        6.84     6.05     5.29     6.15     5.69     5.14
    53        4.20     4.14     4.05     3.83     3.80     3.76       74        7.02     6.14     5.33     6.34     5.81     5.20
    54        4.28     4.21     4.11     3.89     3.86     3.82       75        7.20     6.23     5.36     6.54     5.92     5.25
    55        4.36     4.29     4.18     3.96     3.93     3.88       76        7.39     6.31     5.39     6.74     6.03     5.29
    56        4.45     4.37     4.24     4.03     3.99     3.94       77        7.57     6.39     5.41     6.95     6.13     5.33
    57        4.55     4.45     4.31     4.11     4.07     4.00       78        7.75     6.46     5.43     7.15     6.23     5.36
    58        4.65     4.53     4.38     4.19     4.14     4.07       79        7.93     6.52     5.45     7.36     6.32     5.39
    59        4.75     4.62     4.45     4.28     4.22     4.13       80        8.09     6.58     5.47     7.57     6.41     5.42
    60        4.86     4.72     4.52     4.37     4.30     4.20       81        8.26     6.63     5.48     7.78     6.48     5.44
    61        4.98     4.81     4.59     4.46     4.39     4.27       82        8.41     6.67     5.49     7.97     6.55     5.46
    62        5.10     4.91     4.65     4.56     4.48     4.35       83        8.56     6.71     5.49     8.16     6.60     5.47
    63        5.23     5.01     4.72     4.67     4.57     4.42       84        8.69     6.74     5.50     8.34     6.65     5.48
    64        5.37     5.11     4.79     4.79     4.67     4.50    85&over      8.81     6.77     5.50     8.50     6.70     5.49
</TABLE>

Values for ages not shown will be furnished upon request.


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

                                       16
<PAGE>

                                       17

                                  Plan 2 Table

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

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

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

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

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

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

Plan 5 Table

Monthly payment rates for each $1000 of proceeds under Plan 5.

<TABLE>
<CAPTION>
    Male                                      Female Settlement Age
 Settlement       ------------------------------------------------------------------------------
    Age              35     40     45     50     55     60     65     70     75     80   85&over
- ------------------------------------------------------------------------------------------------
<S>                <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>     <C>
    35             $2.95  $3.02  $3.07  $3.12  $3.16  $3.19  $3.21  $3.23  $3.24  $3.35   $3.26
    40              2.99   3.07   3.15   3.22   3.28   3.33   3.37   3.40   3.42   3.43    3.44
    45              3.02   3.11   3.21   3.31   3.41   3.49   3.55   3.60   3.64   3.66    3.68
    50              3.04   3.15   3.27   3.40   3.53   3.65   3.76   3.84   3.90   3.94    3.97
    55              3.05   3.18   3.32   3.48   3.65   3.82   3.98   4.12   4.22   4.29    4.33
    60              3.07   3.20   3.35   3.54   3.75   3.97   4.21   4.42   4.60   4.73    4.80
    65              3.07   3.21   3.38   3.58   3.82   4.11   4.42   4.74   5.03   5.25    5.39
    70              3.08   3.22   3.39   3.61   3.88   4.21   4.60   5.04   5.47   5.84    6.09
    75              3.08   3.22   3.40   3.63   3.92   4.28   4.74   5.28   5.87   6.42    6.82
    80              3.09   3.23   3.41   3.64   3.94   4.33   4.82   5.45   6.18   6.91    7.50
  85&over           3.09   3.23   3.41   3.65   3.95   4.35   4.87   5.55   6.37   7.26    8.00
</TABLE>
Figures for intermediate ages, for two males or two females will be furnished
upon request.

<PAGE>

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



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



                                       18

<PAGE>


                           FLEXIBLE PREMIUM VARIABLE
                            DEFERRED ANNUITY POLICY

           -----------------------------------------------
           o Income payments beginning at maturity
           o No Dividends
           o Some benefits reflect investment results
           -----------------------------------------------

                               THE LIFE INSURANCE
                               COMPANY OF VIRGINIA








Exhibit (4)(b)(vi)           Form of Optional Death Benefit Rider


<PAGE>



                            GE LIFE AND ANNUITY ASSURANCE COMPANY
                                 OPTIONAL DEATH BENEFIT RIDER


This rider provides for an Optional Death Benefit, which is coordinated with the
Optional Death Benefit at Death of Annuitant provision in the policy. While this
Rider is in effect, the amount payable at the death of the Annuitant will be the
greater of:

o The Death Benefit provided for under the Death Provisions section in the
  policy; or 

o The minimum death benefit described below.

MINIMUM DEATH BENEFIT

During the first policy year, the minimum death benefit is the total premiums
paid, less adjustment for any partial surrenders.

After the first policy year and until the policy anniversary that the Annuitant
reaches age 81, the minimum death benefit is the policy's greatest Death Benefit
on any previous policy anniversary, plus the total premiums paid since then,
less adjustments for any partial surrenders since that date.

Beginning on the policy anniversary that the Annuitant reaches age 81, the
minimum death benefit is the policy's minimum Death Benefit on the policy
anniversary that the annuitant reaches age 80, plus the total premiums paid
since then, less adjustments for any partial surrenders since that date.

ANNUAL DEATH BENEFIT CHARGE

This provision is added to the Account Value Benefits section of the policy.

There will be a charge made for this rider for each period it is in effect. This
charge is made in arrears at the beginning of each policy year after the first,
and at surrender, against the Account Value in the Separate Account. The Maximum
Charge will be the rate shown on page 3 times the Account Value at the time of
deduction. The actual charge will never be greater than the Maximum Annual
Charge. The charge at surrender will be a pro rata portion of the annual charge.

If the Guarantee Account applies and if the account value in the Separate
Account is insufficient to cover the Annual Death Benefit Charge, then the
deduction will be made first from the account value in the Separate Account. The
excess of the charges over the account value in the Separate Account will then
be deducted from the account value in the Guarantee Account. Deductions from the
Guarantee Account will be taken from the amounts, which have been in the
Guarantee Account for the longest period of time.

WHEN THIS RIDER IS EFFECTIVE

This rider becomes effective on the policy date unless another effective date is
shown on the policy data pages. It will remain in effect while this policy is in
force and before income payments begin, or until the policy anniversary
following the date of receipt of your request to terminate the rider. If your
request is received within 30 days of any policy anniversary, you may request
that the rider terminate as of that anniversary.

For GE Life and Annuity Assurance Company,





                                    President








Exhibit (9)           Opinion and Consent of Counsel


<PAGE>




March 12, 1999



GE Life and Annuity Assurance Company
6610 West Broad Street
Richmond,  VA  23230

Ladies and Gentlemen:

With reference to Pre-Effective Amendment No. 1 to Form N-4 (File Number
333-63531) filed by GE Life and Annuity Assurance Company and GE Life & Annuity
Separate Account 4 with the Securities and Exchange Commission covering flexible
premium variable deferred annuity policies, I have examined such documents and
such law as I considered necessary and appropriate, and on the basis of such
examination, it is my opinion that:

1.  GE Life and Annuity Assurance Company is duly organized and validly existing
    under the laws of the Commonwealth of Virginia and has been duly authorized
    to issue individual flexible premium variable deferred annuity policies by
    the Bureau of Insurance of the State Corporation Commission of the
    Commonwealth of Virginia.

2.  GE Life & Annuity Separate Account 4 is a duly authorized and existing
    separate account established pursuant to the provisions of Section 38.2-3113
    of the Code of Virginia.

3.  The flexible premium variable deferred annuity policies, when issued as
    contemplated by said Form N-4 Registration Statement, will constitute legal,
    validly issued and binding obligations of GE Life and Annuity Assurance
    Company.

I hereby consent to the use of this letter, or copy thereof, as an exhibit to
Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 (File
Number 333-63531) and the reference to me under the caption "Legal Matters" in
the Statement of Additional Information contained in said Pre-Effective
Amendment.

Sincerely,

/s/ Patricia L. Dysart

Patricia L. Dysart
Assistant Vice President and
   Associate General Counsel
Law Department





(10)(a)        
Consent of Counsel


<PAGE>

                                                                   

     Stephen E. Roth
Direct Line: (202) 383-0158
 Internet: [email protected]

                                 March 12, 1999

GE Life and Annuity Assurance
     Company
6610 West Broad Street
Richmond, VA 23230

                    Re: GE Life & Annuity 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 
Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 filed
by GE Life & Annuity Separate Account 4 for certain variable annuity policies
(File No. 333-63531). 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: /s/ Stephen E. Roth
                                                    -----------------------
                                                    Stephen E. Roth







Exhibit (10)(b)
Consent of Independent Auditors


<PAGE>




INDEPENDENT AUDITORS' CONSENT
- -----------------------------







The Board of Directors
GE Life and Annuity Assurance Company
     (formerly The Life Insurance Company of Virginia)
GE Life & Annuity Separate Account 4
     (formerly Life of Virginia Separate Account 4)

We consent to the use of our reports included herein and to the reference to our
firm under the heading "Experts" in the Statement of Additional Information.

Our report dated January 22, 1999, contains an explanatory paragraph that states
that 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 acquisition is
presented on a different cost basis than that for the periods before the
acquisition and, therefore, is not comparable.



                                                          /s/KPMG LLP

Richmond, VA
March 9, 1999



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