Variable Annuity Life Insurance Co Separate Account A, et al. – ‘N-4’ on 1/30/15

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Registration Statement for a Separate Account (Unit Investment Trust)   —   Form N-4
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‘N-4’   —   Registration Statement for a Separate Account (Unit Investment Trust)
Document Table of Contents

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AS FILED WITH SECURITIES AND EXCHANGE COMMISSION ON JANUARY 30, 2015. 
                                                          FILE NOS. 333-
                                                                       811-03240
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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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

FORM N-4
REGISTRATION STATEMENT
UNDER 
THE SECURITIES ACT OF 1933  

                            Pre-Effective Amendment No.                    [ ]

                            Post-Effective Amendment No.                   [ ]

and/or

REGISTRATION STATEMENT
UNDER 
THE INVESTMENT COMPANY ACT OF 1940  

                                Amendment No.                              [ ]

(CHECK APPROPRIATE BOX OR BOXES)

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

THE VARIABLE ANNUITY LIFE INSURANCE COMPANY SEPARATE ACCOUNT A
(Exact Name of Registrant)

THE VARIABLE ANNUITY LIFE INSURANCE COMPANY 
(Name of Depositor) 

2929 ALLEN PARKWAY, 
HOUSTON, TEXAS 77019
(Address of Depositor's Principal Offices) (Zip Code) 

DEPOSITOR'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 831-3150 

MARK MATTHES, ESQ.
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY 
2929 ALLEN PARKWAY
HOUSTON, TEXAS 77019
(Name and Address of Agent for Service for Depositor and Registrant)

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

Title of Securities Being Registered: Units of interest in The Variable Annuity 
Life Insurance Company Separate Account A of The Variable Annuity Life          
Insurance Company under variable annuity contracts.                             

The Registrant hereby amends this Registration Statement on such date or dates  
as may be necessary to delay its effective date until the Registrant shall file 
a further amendment which specifically states that this Registration Statement  
shall 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), 
shall determine.                                                                
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THE VARIABLE ANNUITY LIFE INSURANCE COMPANY SEPARATE ACCOUNT A

CROSS REFERENCE SHEET 

PART A -- PROSPECTUS

                                                        [Enlarge/Download Table]

                                   ITEM NUMBER                                                                             
                                   IN FORM N-4                                                      CAPTION                
---------------------------------------------------------------------------------- ----------------------------------------
                                                                                                                           
1.    Cover Page..................................................................  Cover Page                             
2.    Definitions.................................................................  Glossary                               
3.    Synopsis....................................................................  Highlights; Fee Tables; Portfolio      
                                                                                    Expenses; Examples                     
4.    Condensed Financial Information.............................................  Appendix - Condensed Financial         
                                                                                    Information                            
5.    General Description of Registrant, Depositor and Portfolio Companies........  The Polaris Choice IV Variable Annuity;
                                                                                    Other Information                      
6.    Deductions..................................................................  Expenses                               
7.    General Description of Variable Annuity Contracts...........................  The Polaris Choice IV Variable Annuity;
                                                                                    Purchasing a Polaris Choice IV Variable
                                                                                    Annuity; Investment Options            
8.    Annuity Period..............................................................  Annuity Income Options                 
9.    Death Benefit...............................................................  Death Benefits                         
10.   Purchases and Contract Value................................................  Purchasing a Variable Annuity Contract 
11.   Redemptions.................................................................  Access To Your Money                   
12.   Taxes.......................................................................  Taxes                                  
13.   Legal Proceedings...........................................................  Legal Proceedings                      
14.   Table of Contents of Statement of Additional Information....................  Table of Contents of                   
                                                                                    Statement of Additional Information    

PART B -- STATEMENT OF ADDITIONAL INFORMATION 

Certain information required in Part B of the Registration Statement has been   
included within the Prospectus forming part of this Registration Statement; the 
following cross-references suffixed with a "P" are made by reference to the     
captions in the Prospectus.                                                     

                                                        [Enlarge/Download Table]

                    ITEM NUMBER                                                             
                    IN FORM N-4                                      CAPTION                
--------------------------------------------------- ----------------------------------------
                                                                                            
15.   Cover Page...................................  Cover Page                             
16.   Table of Contents............................  Table of Contents                      
17.   General Information and History..............  The Polaris Choice IV Variable Annuity 
                                                     (P);                                   
                                                     Separate Account; General Account (P); 
                                                     Investment Options (P);                
                                                     Other Information (P)                  
18.   Services.....................................  Other Information (P)                  
19.   Purchase of Securities Being Offered.........  Purchasing a Polaris Choice IV Variable
                                                     Annuity (P)                            
20.   Underwriters.................................  Distribution of Contracts              
21.   Calculation of Performance Data..............  Performance Data                       
22.   Annuity Payments.............................  Annuity Income Options (P);            
                                                     Income Payments; Annuity Unit Values   
23.   Financial Statements.........................  Depositor: Other Information (P);      
                                                     Financial Statements; Registrant:      
                                                     Financial Statements                   

PART C

Information required to be included in Part C is set forth under the            
appropriate item, so numbered, in Part C of this Registration Statement.        

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(Underlying Funds continued on next page)                                       

Information contained herein is subject to completion or amendment. A           
registration statement relating to these securities has been filed with the     
Securities and Exchange Commission. These securities may not be sold nor may    
offers to buy be accepted prior to the time the registration statement becomes  
effective. This prospectus shall not constitute an offer to sell or the         
solicitation of an offer to buy  nor shall there be any sale of these           
securities in any State in which such offer, solicitation or sale would be      
unlawful prior to registration or qualification under the securities laws of    
any such State. 

[POLARIS CHOICE IV] 

PROSPECTUS
MAY 1, 2015 
FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT 

issued by Depositor 

THE VARIABLE ANNUITY LIFE INSURANCE COMPANY 

in connection with

VALIC SEPARATE ACCOUNT A

This variable annuity has several investment choices - Variable Portfolios      
(which are subaccounts of the separate account) and available Fixed Account     
options. Each Variable Portfolio invests exclusively in shares of one of the    
Underlying Funds listed below. The Underlying Funds are part of the AIM         
Variable Insurance Funds (Invesco Variable Insurance Funds), Anchor Series      
Trust, Franklin Templeton Variable Insurance Products Trust, Lord Abbett Series 
Fund, Inc., Seasons Series Trust and SunAmerica Series Trust.                   

Please read this prospectus carefully before investing and keep it for future   
reference. It contains important information about the variable annuity,        
including a description of all material features of the contract.               

To learn more about the annuity offered in this prospectus, you can obtain a    
copy of the Statement of Additional Information ("SAI") dated May 1, 2015. The  
SAI has been filed with the United States Securities and Exchange Commission    
("SEC") and is incorporated by reference into this prospectus. The Table of     
Contents of the SAI appears at the end of this prospectus. For a free copy of   
the SAI, call us at (800) 445-7862 or write to us at our Annuity Service        
Center, P.O. Box 15570, Amarillo, Texas 79105-5570.                             

In addition, the SEC maintains a website (http://www.sec.gov) that contains the 
SAI, materials incorporated by reference and other information filed            
electronically with the SEC by the Company.                                     

VARIABLE ANNUITIES INVOLVE RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL, AND ARE 
NOT A DEPOSIT OR OBLIGATION OF, OR GUARANTEED OR ENDORSED BY, ANY BANK. THEY    
ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE     
FEDERAL RESERVE BOARD OR ANY OTHER AGENCY. THESE SECURITIES HAVE NOT BEEN       
APPROVED OR DISAPPROVED BY THE SEC, NOR ANY STATE SECURITIES COMMISSION, NOR    
HAS THE SEC PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY        
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.                           

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UNDERLYING FUNDS:                                         MANAGED BY:                                 
                                                                                                      
  Aggressive Growth                                       Wells Capital Management Incorporated       
  Alliance Growth                                         AllianceBernstein L.P.                      
  American Funds Asset Allocation SAST                    Capital Research and Management Company(1)  
  American Funds Global Growth SAST                       Capital Research and Management Company(1)  
  American Funds Growth SAST                              Capital Research and Management Company(1)  
  American Funds Growth-Income SAST                       Capital Research and Management Company(1)  
  Asset Allocation                                        Edge Asset Management, Inc.                 
  Balanced                                                J.P. Morgan Investment Management Inc.      
  Blue Chip Growth                                        Massachusetts Financial Services Company    
  Capital Appreciation                                    Wellington Management Company LLP           
  Capital Growth                                          The Boston Company Asset Management, LLC    
  Cash Management                                         BofA Advisors, LLC                          
  Corporate Bond                                          Federated Investment Management Company     
  Davis Venture Value                                     Davis Selected Advisers, L.P.               
  "Dogs" of Wall Street                                   SunAmerica Asset Management, LLC            
  Emerging Markets                                        J.P. Morgan Investment Management Inc.      
  Equity Opportunities                                    OppenheimerFunds, Inc.                      
  Foreign Value                                           Templeton Investment Counsel, LLC           
  Franklin Founding Funds Allocation VIP Fund             Franklin Templeton Services, LLC            
  Franklin Income VIP Fund                                Franklin Advisers, Inc.                     
  Fundamental Growth                                      Wells Capital Management Incorporated       
  Global Bond                                             Goldman Sachs Asset Management International
  Global Equities                                         J.P. Morgan Investment Management Inc.      
  Government and Quality Bond                             Wellington Management Company LLP           
  Growth                                                  Wellington Management Company LLP           
  Growth-Income                                           J.P. Morgan Investment Management Inc.      
  Growth Opportunities                                    Invesco Advisers, Inc.                      
  High-Yield Bond                                         PineBridge Investments LLC                  
  International Diversified Equities                      Morgan Stanley Investment Management Inc.   
  International Growth and Income                         Putnam Investment Management, LLC           
  Invesco V.I. American Franchise Fund, Series II Shares  Invesco Advisers, Inc.                      
  Invesco V.I. Comstock Fund, Series II Shares            Invesco Advisers, Inc.                      
  Invesco V.I. Growth and Income Fund, Series II Shares   Invesco Advisers, Inc.                      
  Lord Abbett Growth and Income                           Lord, Abbett & Co. LLC                      
  Managed Allocation Balanced                             Ibbotson Associates, Inc.                   

                                                        [Enlarge/Download Table]

UNDERLYING FUNDS:                              MANAGED BY:                                                
                                                                                                          
  Managed Allocation Growth                    Ibbotson Associates, Inc.                                  
  Managed Allocation Moderate                  Ibbotson Associates, Inc.                                  
  Managed Allocation Moderate Growth           Ibbotson Associates, Inc.                                  
  Marsico Focused Growth                       Marsico Capital Management, LLC                            
  MFS Massachusetts Investors Trust            Massachusetts Financial Services Company                   
  MFS Total Return                             Massachusetts Financial Services Company                   
  Mid-Cap Growth                               J.P. Morgan Investment Management Inc.                     
  Natural Resources                            Wellington Management Company LLP                          
  Real Estate                                  Pyramis Global Advisors, LLC                               
  Real Return                                  Wellington Management Company, LLP                         
  SA JPMorgan MFS Core Bond Portfolio          J.P. Morgan Investment Management Inc. and                 
                                               Massachusetts Financial Services Company                   
  Small & Mid Cap Value                        AllianceBernstein L.P.                                     
  Small Company Value                          Franklin Advisory Services, LLC                            
  SunAmerica Dynamic Allocation Portfolio      SunAmerica Asset Management, LLC and AllianceBernstein L.P.
  SunAmerica Dynamic Strategy Portfolio        SunAmerica Asset Management, LLC and AllianceBernstein L.P.
  Technology                                   Columbia Management Investment Advisers, LLC               
  Telecom Utility                              Massachusetts Financial Services Company                   
  VCP Managed Asset Allocation SAST Portfolio  Capital Research and Management Company(1)                 
  VCP Total Return Balanced Portfolio          Pacific Investment Management Company LLC                  
  VCP Value Portfolio                          Invesco Advisers, Inc.                                     

1 Capital Research and Management Company manages the corresponding Master Fund 
(defined below) in which the Underlying Fund invests. The investment adviser
of the Feeder Funds is SAAMCo.                                              

2 

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TABLE OF CONTENTS 
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                                                                [Download Table]
                                                                
GLOSSARY....................................................   4
HIGHLIGHTS..................................................   5
FEE TABLE...................................................   7
      Maximum Owner Transaction Expenses....................   7
      Contract Maintenance Fee..............................   7
      Separate Account Annual Expenses......................   7
      Additional Optional Feature Fees......................   7
        Optional Polaris Income Plus and Polaris Income         
           Builder Fee......................................   7
      Underlying Fund Expenses..............................   7
MAXIMUM AND MINIMUM EXPENSE EXAMPLES........................   9
THE POLARIS CHOICE IV VARIABLE ANNUITY......................  10
PURCHASING A POLARIS CHOICE IV                                  
  VARIABLE ANNUITY..........................................  10
      Allocation of Purchase Payments.......................  11
      Accumulation Units....................................  12
      Free Look.............................................  12
      Exchange Offers.......................................  13
      Important Information for Military Servicemembers.....  13
INVESTMENT OPTIONS..........................................  13
      Variable Portfolios...................................  13
        AIM Variable Insurance Funds (Invesco Variable          
           Insurance Funds).................................  14
        Franklin Templeton Variable Insurance Products          
           Trust............................................  14
        Lord Abbett Series Fund, Inc........................  14
        Anchor Series Trust.................................  14
        Seasons Series Trust................................  14
        SunAmerica Series Trust.............................  14
      Substitution, Addition or Deletion of Variable            
        Portfolios..........................................  17
      Fixed Accounts........................................  17
      Dollar Cost Averaging Fixed Accounts..................  17
      Dollar Cost Averaging Program.........................  18
      Polaris Portfolio Allocator Program...................  18
      50%-50% Combination Model Program.....................  20
      Transfers During the Accumulation Phase...............  22
      Automatic Asset Rebalancing Program...................  24
      Voting Rights.........................................  24
ACCESS TO YOUR MONEY........................................  24
      Free Withdrawal Amount................................  25
      Systematic Withdrawal Program.........................  26
      Nursing Home Waiver...................................  26
      Minimum Contract Value................................  26
      Qualified Contract Owners.............................  26
OPTIONAL LIVING BENEFITS....................................  26
      Polaris Income Plus and Polaris Income Builder........  28
DEATH BENEFITS..............................................  38
      Beneficiary Continuation Programs.....................  38
      Death Benefit Defined Terms...........................  39
      Standard Death Benefit................................  40
      Optional Maximum Anniversary Value Death Benefit......  40
      Spousal Continuation..................................  41
EXPENSES....................................................  41
      Separate Account Expenses.............................  41

                                                                [Download Table]
                                                                
      Withdrawal Charges....................................  41
      Underlying Fund Expenses..............................  42
      Contract Maintenance Fee..............................  42
      Transfer Fee..........................................  42
      Optional Living Benefit Fees..........................  42
      Optional Polaris Income Plus and Polaris Income           
        Builder Living Benefit Fee..........................  43
      Optional Maximum Anniversary Value Death Benefit          
        Fee.................................................  43
      Premium Tax...........................................  43
      Income Taxes..........................................  43
      Reduction or Elimination of Fees, Expenses and            
        Additional Amounts Credited.........................  43
PAYMENTS IN CONNECTION WITH DISTRIBUTION OF                     
  THE CONTRACT..............................................  43
ANNUITY INCOME OPTIONS......................................  45
      The Income Phase......................................  45
      Annuity Income Options................................  45
      Fixed or Variable Annuity Income Payments.............  46
      Annuity Income Payments...............................  46
      Transfers During the Income Phase.....................  46
      Deferment of Payments.................................  46
TAXES.......................................................  46
      Annuity Contracts in General..........................  47
      Tax Treatment of Distributions - Non-Qualified            
        Contracts...........................................  47
      Tax Treatment of Distributions - Qualified Contracts..  48
      Required Minimum Distributions........................  49
      Tax Treatment of Death Benefits.......................  49
      Tax Treatment of Optional Living Benefits.............  49
      Contracts Owned by a Trust or Corporation.............  50
      Gifts, Pledges and/or Assignments of a Contract.......  50
      Diversification and Investor Control..................  50
OTHER INFORMATION...........................................  50
      The Distributor.......................................  50
      The Company...........................................  50
      The Separate Account..................................  51
      The General Account...................................  51
      Financial Statements..................................  52
      Administration........................................  52
      Legal Proceedings.....................................  52
      Registration Statements...............................  53
CONTENTS OF STATEMENT OF ADDITIONAL                             
  INFORMATION...............................................  53
APPENDIX A - STATE CONTRACT AVAILABILITY AND/OR                 
  VARIABILITY............................................... A-1
APPENDIX B - FORMULA AND EXAMPLES OF                            
  CALCULATIONS OF THE POLARIS INCOME PLUS AND                   
  POLARIS INCOME BUILDER FEE................................ B-1
APPENDIX C - OPTIONAL LIVING BENEFITS EXAMPLES.............. C-1
APPENDIX D - DEATH BENEFITS FOLLOWING SPOUSAL                   
  CONTINUATION.............................................. D-1

3 

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GLOSSARY
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We have capitalized some of the technical terms used in this prospectus. To     
help you understand these terms, we have defined them in this glossary.         

ACCUMULATION PHASE - The period during which you invest money in your contract. 

ACCUMULATION UNITS - A measurement we use to calculate the value of the         
variable portion of your contract during the Accumulation Phase.                

ANNUITANT - The person on whose life we base annuity income payments after you  
begin the Income Phase.                                                         

ANNUITY DATE - The date you select on which annuity income payments begin.      

ANNUITY UNITS - A measurement we use to calculate the amount of annuity income  
payments you receive from the variable portion of your contract during the      
Income Phase.                                                                   

BENEFICIARY - The person you designate to receive any benefits under the        
contract if you or, in the case of a non-natural Owner, the Annuitant dies. If  
your contract is jointly owned, you and the joint Owner are each other's        
primary Beneficiary.                                                            

COMPANY - Refers to The Variable Annuity Life Insurance Company ("VALIC"). The  
term "we," "us" and "our" are also used to identify the issuing Company.        

CONTINUATION CONTRIBUTION - An amount by which the death benefit that would     
have been paid to the Beneficiary upon the death of the original Owner exceeds  
the contract value as of the Good Order date. We will contribute this amount,   
if any, to the contract value upon a spousal continuation.                      

CONTINUING SPOUSE - Spouse of original contract owner at the time of death who  
elects to continue the contract after the death of the original contract owner. 

FEEDER FUNDS - Each of the following Feeder Funds invests exclusively in shares 
of a corresponding Master Fund: American Funds Global Growth SAST, American     
Funds Growth SAST, American Funds Growth-Income SAST, American Funds Asset      
Allocation SAST, and VCP Managed Asset Allocation SAST Variable Portfolios.     

FIXED ACCOUNT - An account, if available, in which you may invest money and     
earn a fixed rate of return. Fixed Accounts are obligations of the General      
Account.                                                                        

FUND-OF-FUNDS - An Underlying Fund that pursues its investment goal by          
investing its assets in a combination of other Underlying Funds.                

GENERAL ACCOUNT - The Company's account, which includes any amounts you have    
allocated to available Fixed Accounts and the Secure Value Account, including   
any interest credited thereon, and amounts owed under your contract for death   
and/or living benefits which are in excess of portions of contract value        
allocated to the Variable Portfolios.                                           

GOOD ORDER - Fully and accurately completed forms, which are valid, including   
any necessary supplementary documentation, applicable to any given transaction  
or request received by us.                                                      

INCOME PHASE - The period upon annuitization during which we make annuity       
income payments to you.                                                         

INSURABLE INTEREST - Evidence that the Owner(s), Annuitant(s) or                
Beneficiary(ies) will suffer a financial loss at the death of the life that     
triggers the death benefit. Generally, we consider an interest insurable if a   
familial relationship and/or an economic interest exists. A familial            
relationship generally includes those persons related by blood or by law. An    
economic interest exists when the Owner has a lawful and substantial economic   
interest in having the life, health or bodily safety of the insured life        
preserved.                                                                      

LATEST ANNUITY DATE - The first business day of the month following your 95th   
birthday.                                                                       

MARKET CLOSE - The close of the New York Stock Exchange, usually at 1:00 p.m.   
Pacific Time.                                                                   

MASTER FUNDS - Funds of the American Funds Insurance Series in which the Feeder 
Funds invest.                                                                   

NON-QUALIFIED (CONTRACT) - A contract purchased with after-tax dollars. In      
general, these contracts are not under any pension plan, specially sponsored    
program or individual retirement account ("IRA").                               

NYSE - New York Stock Exchange.                                                 

OWNER - The person or entity (if a non-natural owner) with an interest or title 
to this contract. The term "you" or "your" are also used to identify the Owner. 

PURCHASE PAYMENTS - The money you give us to buy and invest in the contract.    

PURCHASE PAYMENTS LIMIT - $1,000,000.                                           

QUALIFIED (CONTRACT) - A contract purchased with pretax dollars. These          
contracts are generally purchased under a pension plan, specially sponsored     
program or IRA.                                                                 

SECURE VALUE ACCOUNT - A Fixed Account, available only with election of certain 
living benefits, to which we allocate a percentage of every Purchase Payment    
and Continuation Contribution.                                                  

SEPARATE ACCOUNT - A segregated asset account maintained by the Company         
separately from the Company's general account. The Separate Account consists of 
Variable Portfolios or subaccounts, each investing in shares of the Underlying  
Funds.                                                                          

TRUSTS - Collectively refers to the AIM Variable Insurance Funds (Invesco       
Variable Insurance Funds), Anchor Series Trust, Franklin Templeton Variable     
Insurance Products Trust, Lord Abbett Series Fund, Inc., Seasons Series Trust   
and SunAmerica Series Trust.                                                    

UNDERLYING FUNDS - The underlying investment portfolios of the Trusts in which  
the Variable Portfolios invest.                                                 

VARIABLE PORTFOLIO(S) - The variable investment options available under the     
contract. Each Variable Portfolio, which is a subaccount of the Separate        
Account, invests in shares of one of the Underlying Funds. Each Underlying Fund 
has its own investment objective.                                               

4 

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HIGHLIGHTS
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The Polaris Choice IV Variable Annuity is a contract between you and the        
Company. It is designed to help you invest on a tax-deferred basis and meet     
long-term financial goals. There are minimum Purchase Payment amounts required  
to purchase a contract. Purchase Payments may be invested in a variety of       
Variable Portfolios and Fixed Accounts, if available. Like all deferred         
annuities, the contract has an Accumulation Phase and an Income Phase. During   
the Accumulation Phase, you invest money in your contract. The Income Phase     
begins when you start receiving annuity income payments from your annuity to    
help provide for your retirement.                                               

FREE LOOK: You may cancel your contract within 10 days after receiving it (or   
whatever longer period is required in your state), and not be charged a         
withdrawal charge. You will receive whatever your contract is worth on the day  
that we receive your request. The amount refunded may be more or less than your 
original Purchase Payments. We will return your original Purchase Payments if   
required by law. PLEASE SEE FREE LOOK IN THE PROSPECTUS.                        

EXPENSES: There are fees and charges associated with the contract. Each year,   
we deduct a $50 contract maintenance fee from your contract, which may be       
waived if contract value is $75,000 or more. We also deduct separate account    
charges which equal 1.65% annually of the average daily value of your contract  
allocated to the Variable Portfolios. If you elect certain optional features,   
we may charge additional fees. Your contract provides for a free withdrawal     
amount each year. A separate withdrawal charge schedule applies to each         
Purchase Payment. After a Purchase Payment has been in the contract for 4       
complete years, a withdrawal charge no longer applies to that Purchase Payment. 
The withdrawal charge percentage declines over time for each Purchase Payment   
in the contract. There are investment management fees and other expenses of the 
Underlying Funds on amounts invested in the Variable Portfolios including 12b-1 
fees of up to 0.25%. PLEASE SEE FEE TABLE, PURCHASING A POLARIS CHOICE IV       
VARIABLE ANNUITY, FREE WITHDRAWAL AMOUNT AND EXPENSES IN THE PROSPECTUS.        

ACCESS TO YOUR MONEY: You may withdraw money from your contract during the      
Accumulation Phase. If you make a withdrawal, earnings are deemed to be         
withdrawn first. You will pay income taxes on earnings and untaxed              
contributions when you withdraw them. Annuity income payments received during   
the Income Phase are considered partly a return of your original investment. A  
federal tax penalty may apply if you make withdrawals before age 59 1/2. As     
noted above, a withdrawal charge may apply. PLEASE SEE ACCESS TO YOUR MONEY AND 
TAXES IN THE PROSPECTUS.                                                        

OPTIONAL LIVING BENEFITS: You may elect one of the optional living benefits     
available under your contract for an additional fee. These living benefits are  
designed to protect a portion of your investment in the event your contract     
value declines due to unfavorable investment performance during the             
Accumulation Phase and before a death benefit is payable. These benefits can    
provide a guaranteed income stream during the Accumulation Phase that may last  
as long as you live. Electing an optional living benefit will require you to    
invest in accordance with certain investment requirements. Investing within     
these requirements may potentially limit the performance of your investment and 
may also reduce the likelihood that you will need to rely on the protection     
offered by these benefits.                                                      

You should consider the impact of Excess Withdrawals on the Living Benefit you  
elect. Withdrawals in excess of the prescribed amount can have a detrimental    
impact on the guaranteed benefit. In addition, if an Excess Withdrawal reduces  
your contract value to zero, your contract will terminate and no further        
benefits are payable. PLEASE SEE OPTIONAL LIVING BENEFITS IN THE PROSPECTUS.    

DEATH BENEFIT: A standard death benefit is available and in addition, an        
optional death benefit is available for an additional fee. These benefits are   
payable to your Beneficiaries in the event of your death during the             
Accumulation Phase. PLEASE SEE DEATH BENEFITS IN THE PROSPECTUS.                

ANNUITY INCOME OPTIONS: When you switch to the Income Phase, you can choose to  
receive annuity income payments on a variable basis, fixed basis or a           
combination of both. You may also choose from five different annuity income     
options, including an option for annuity income that you cannot outlive. PLEASE 
SEE ANNUITY INCOME OPTIONS IN THE PROSPECTUS.                                   

INQUIRIES: If you have questions about your contract, call your financial       
representative or contact us at Annuity Service Center, P.O. Box 15570,         
Amarillo, Texas 79105-5570. Telephone Number: (800) 445-7862 and website        
(www.aig.com/annuities). PLEASE SEE ALLOCATION OF PURCHASE PAYMENTS IN THE      
PROSPECTUS FOR THE ADDRESS TO WHICH YOU MUST SEND PURCHASE PAYMENTS.            

PLEASE SEE APPENDIX A - STATE CONTRACT AVAILABILITY AND/OR VARIABILITY MATERIAL 
FOR ALL STATE SPECIFIC INFORMATION.                                             

5 

THE COMPANY OFFERS SEVERAL DIFFERENT VARIABLE ANNUITY CONTRACTS TO MEET THE     
DIVERSE NEEDS OF OUR INVESTORS. OUR CONTRACTS MAY PROVIDE DIFFERENT FEATURES,   
BENEFITS, PROGRAMS AND INVESTMENT OPTIONS OFFERED AT DIFFERENT FEES AND         
EXPENSES. WHEN WORKING WITH YOUR FINANCIAL REPRESENTATIVE TO DETERMINE THE BEST 
PRODUCT TO MEET YOUR NEEDS, YOU SHOULD CONSIDER AMONG OTHER THINGS, WHETHER THE 
FEATURES OF THIS CONTRACT AND THE RELATED FEES PROVIDE THE MOST APPROPRIATE     
PACKAGE TO HELP YOU MEET YOUR RETIREMENT SAVINGS GOALS.                         

IF YOU WOULD LIKE INFORMATION REGARDING HOW MONEY IS SHARED AMONG OUR BUSINESS  
PARTNERS, INCLUDING BROKER-DEALERS THROUGH WHICH YOU MAY PURCHASE A VARIABLE    
ANNUITY AND RECEIVED FROM CERTAIN INVESTMENT ADVISERS OF THE UNDERLYING FUNDS,  
PLEASE SEE PAYMENTS IN CONNECTION WITH DISTRIBUTION OF THE CONTRACT BELOW.      

PLEASE READ THE PROSPECTUS CAREFULLY FOR MORE DETAILED INFORMATION REGARDING    
THESE AND OTHER FEATURES AND BENEFITS OF THE CONTRACT, AS WELL AS THE RISKS OF  
INVESTING.                                                                      

6 

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FEE TABLE 
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THE FOLLOWING INFORMATION DESCRIBES THE FEES AND EXPENSES THAT YOU WILL PAY     
WHEN BUYING, OWNING, AND SURRENDERING THE CONTRACT. THE MAXIMUM OWNER           
TRANSACTION EXPENSES DESCRIBE THE FEES AND EXPENSES THAT YOU WILL PAY AT THE    
TIME THAT YOU BUY OR SURRENDER THE CONTRACT, OR TRANSFER CONTRACT VALUE BETWEEN 
INVESTMENT OPTIONS.                                                             

MAXIMUM OWNER TRANSACTION EXPENSES                                              

                                                                [Download Table]

MAXIMUM WITHDRAWAL CHARGES                            
                                                      
(as a percentage of each Purchase Payment)(1)..... 8% 

TRANSFER FEE                                                                    

$25 per transfer after the first 15 transfers in any contract year.             

                                                                [Download Table]
                        
PREMIUM TAX(2)..... 3.5%

THE FOLLOWING DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY PERIODICALLY     
DURING THE TIME THAT YOU OWN THE CONTRACT, NOT INCLUDING UNDERLYING FUND        
EXPENSES WHICH ARE OUTLINED IN THE NEXT SECTION.                                

                                                                [Download Table]
                                                
CONTRACT MAINTENANCE FEE(3)........ $50 per year

SEPARATE ACCOUNT ANNUAL EXPENSES                                                
(deducted from the average daily ending net asset value allocated to the        
Variable Portfolios)                                                            

                                                                [Download Table]
                                                      
Separate Account Charges(4)..................... 1.65%
Optional Maximum Anniversary Value Death              
   Benefit Fee.................................. 0.25%
                                                 ---- 
   Maximum Separate Account Annual Expenses..... 1.90%
                                                 ==== 

ADDITIONAL OPTIONAL FEATURE FEES                                                

You may elect one of the following optional living benefits, Polaris Income     
Plus or Polaris Income Builder below, both of which are guaranteed minimum      
withdrawal benefits:                                                            

OPTIONAL POLARIS INCOME PLUS AND POLARIS INCOME BUILDER FEE                     
(calculated as a percentage of the Income Base)(5)                              

                                                                [Download Table]

NUMBER OF                                          MAXIMUM  
COVERED                         INITIAL ANNUAL     ANNUAL   
PERSONS                           FEE RATE(6)    FEE RATE(6)
------------------------------ ---------------- ------------
                                                            
  For One Covered Person......      1.10%          2.20%    
  For Two Covered Persons.....      1.35%          2.70%    

UNDERLYING FUND EXPENSES                                                        
(AS OF JANUARY 31, 2015)                                                        

[TO BE UPDATED BY AMENDMENT]                                                    

THE FOLLOWING SHOWS THE MINIMUM AND MAXIMUM TOTAL OPERATING EXPENSES (INCLUDING 
MASTER FUND EXPENSES, IF APPLICABLE) CHARGED BY THE UNDERLYING FUNDS OF THE     
TRUSTS, BEFORE ANY WAIVERS OR REIMBURSEMENTS THAT YOU MAY PAY PERIODICALLY      
DURING THE TIME THAT YOU OWN THE CONTRACT. MORE DETAIL CONCERNING THE           
UNDERLYING FUNDS' EXPENSES IS CONTAINED IN THE PROSPECTUS FOR EACH OF THE       
TRUSTS. PLEASE READ THEM CAREFULLY BEFORE INVESTING.                            

                                                                [Download Table]

TOTAL ANNUAL UNDERLYING FUND EXPENSES(7)     MINIMUM   MAXIMUM
------------------------------------------- --------- --------
                                                              
(expenses that are deducted from                              
Underlying Fund assets, including                             
management fees, other expenses and                           
12b-1 fees if applicable)..................    %         %    

FOOTNOTES TO THE FEE TABLE:                                                     

1 Withdrawal Charge Schedule (as a percentage of each Purchase Payment        
withdrawn) declines over 4 years as follows:                              

                                                                [Download Table]

YEARS SINCE RECEIPT:.....   1    2    3    4   5+
                                                 
                          8%   7%   6%   5%   0% 

2 If applicable, state premium taxes of up to 3.5% may be deducted when you   
begin the Income Phase. Please see PREMIUM TAX and APPENDIX A - STATE     
CONTRACT AVAILABILITY AND/OR VARIABILITY.                                 

   Your contract provides for a free withdrawal amount each year. PLEASE SEE
FREE WITHDRAWAL AMOUNT BELOW.                                                 

3 The contract maintenance fee is assessed annually and may be waived if      
contract value is $75,000 or more.                                        

4 If you do not elect any optional features, your total separate account      
annual expenses would be 1.65%. If your Beneficiary elects to take the    
death benefit amount under the Extended Legacy Program, we will deduct an 
annual Separate Account Charge of 1.30% which is deducted daily from the  
average daily ending net asset value allocated to the Variable Portfolios.
PLEASE SEE EXTENDED LEGACY PROGRAM UNDER DEATH BENEFITS BELOW.            

5 The fee is calculated as a percentage of the Income Base which determines   
the basis of the guaranteed benefit. The annual fee is deducted from your 
contract value at the end of the first quarter following election and     
quarterly thereafter. For a complete description of how the Income Base is
calculated, please see OPTIONAL LIVING BENEFITS below.                    

7 

6 The Initial Annual Fee Rate is guaranteed not to change for the first       
Benefit Year. Subsequently, the fee rate may change quarterly subject to  
the parameters identified in the table below. Any fee adjustment is based 
on a non-discretionary formula tied to the change in the Volatility Index 
("VIX(R)"), an index of market volatility reported by the Chicago Board   
Options Exchange. In general, as the average value of the VIX decreases or
increases, your fee rate will decrease or increase accordingly, subject to
the maximums identified in the Fee Table and the minimums described below.
PLEASE SEE APPENDIX B -- FORMULA AND EXAMPLES OF CALCULATIONS OF THE      
POLARIS INCOME PLUS AND POLARIS INCOME BUILDER FEE.                       

Due to the investment requirements associated with the election of a living   
benefit, a portion of your assets may be invested in the SunAmerica Dynamic   
Allocation Portfolio, SunAmerica Dynamic Strategy Portfolio, VCP Managed Asset
Allocation SAST Portfolio, VCP Total Return Balanced Portfolio or VCP Value   
Portfolio. Each of these Variable Portfolios utilizes an investment strategy  
that is intended, in part, to maintain a relatively stable exposure to equity 
market volatility over time. Accordingly, when the market is in a prolonged   
state of higher volatility, your fee rate may be increased due to VIX indexing
and each of these Variable Portfolios may decrease its exposure to equity     
markets, thereby reducing the likelihood that you will achieve a higher       
Anniversary Value. Conversely, when the market is in a prolonged state of     
lower volatility, your fee rate may be decreased and each of these Variable   
Portfolios may increase its exposure to equity markets, providing you with the
potential to achieve a higher Anniversary Value.                              

                                                                [Download Table]

                                               MAXIMUM ANNUALIZED  
                                              FEE RATE DECREASE OR 
                             MINIMUM ANNUAL   INCREASE EACH BENEFIT
NUMBER OF COVERED PERSONS       FEE RATE            QUARTER*       
                                                                   
   One Covered Person            0.60%            (+or-)0.25%      
   Two Covered Persons           0.60%            (+or-)0.25%      

*     The fee rate can increase or decrease no more than 0.0625% each     
quarter (0.25%/ 4).                                           

7 The maximum expense is for an Underlying Fund of SunAmerica Series Trust, as
of its fiscal year ended January 31, 2015. The minimum expense is for an  
Underlying Fund of Franklin Templeton Variable Insurance Products Trust as
of its fiscal year ended December 31, 2014.                               

8 

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MAXIMUM AND MINIMUM EXPENSE EXAMPLES
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[TO BE UPDATED BY AMENDMENT]

These examples are intended to help you compare the cost of investing in the    
contract with the cost of investing in other variable annuity contracts. These  
costs include owner transaction expenses, the contract maintenance fee if any,  
separate account annual expenses, available optional feature fees and           
Underlying Fund expenses.                                                       

The examples assume that you invest $10,000 in the contract for the time        
periods indicated; that your investment has a 5% return each year; and you      
incur the maximum or minimum fees and expenses of the Underlying Fund as        
indicated in the examples. Although your actual costs may be higher or lower,   
based on these assumptions, your costs at the end of the stated period would    
be:                                                                             

MAXIMUM EXPENSE EXAMPLES                                                        
(assuming separate account annual expenses of 1.90% (including the optional     
Maximum Anniversary Value death benefit, the optional Polaris Income Plus       
feature (for the first year calculated at the initial annual fee rate of 1.35%  
and at the maximum annual fee rate of 2.70% for the remaining years) and        
investment in an Underlying Fund with total expenses of 1.71%)                  

(1)   If you surrender your contract at the end of the applicable time period:  

                                                                [Download Table]

   1 YEAR      3 YEARS     5 YEARS     10 YEARS
-----------   ---------   ---------   ---------
                                               
  $1,301      $2,356      $2,976      $5,886   

(2)   If you do not surrender or if you annuitize your contract at the end of   
the applicable time period:                                         

                                                                [Download Table]

 1 YEAR     3 YEARS     5 YEARS     10 YEARS
--------   ---------   ---------   ---------
                                            
  $501     $1,756      $2,976      $5,886   

MINIMUM EXPENSE EXAMPLES                                                        
(assuming minimum separate account annual expenses of 1.65%, no election of     
optional features and investment in an Underlying Fund with total expenses of   
0.72%)                                                                          

(1)   If you surrender your contract at the end of the applicable time period:  

                                                                [Download Table]

   1 YEAR      3 YEARS     5 YEARS     10 YEARS
-----------   ---------   ---------   ---------
                                               
  $1,049      $1,367      $1,311      $2,796   

(2)   If you do not surrender or if you annuitize your contract at the end of   
the applicable time period:                                         

                                                                [Download Table]

 1 YEAR     3 YEARS     5 YEARS     10 YEARS
--------   ---------   ---------   ---------
                                            
  $249     $767        $1,311      $2,796   

EXPLANATION OF EXPENSE EXAMPLES                                                 

1.  The Maximum Expense Examples reflect the highest possible combination of    
charges. The purpose of the Expense Examples is to show you the various 
 fees and expenses you would incur directly and indirectly by investing in
this variable annuity contract. The Expense Examples represent both fees
of the separate account as well as the maximum and minimum total annual 
 Underlying Fund operating expenses. We converted the contract maintenance
  fee to a percentage (0.05%). The actual impact of the contract maintenance
 fee may differ from this percentage and may be waived for contract values
over $75,000. Additional information on the Underlying Fund fees can be 
found in the Trust prospectuses.                                        

2.  In addition to the stated assumptions, the Expense Examples also assume     
that no transfer fees were imposed. Although premium taxes may apply in 
certain states, they are not reflected in the Expense Examples.         

3.  If you elected other optional features, your expenses would be lower than   
 those shown in the Maximum Expense Examples. The Maximum Expense Examples
  assume that the Income Base, which is used to calculate the Polaris Income
 Plus fee, equals contract value, that no withdrawals are taken during the
stated period, there are two Covered Persons and that the annual maximum
fee rate of 2.70% has been reached after the first year.                

4.  If you elected optional features, you do not pay fees for optional features 
  once you begin the Income Phase (annuitize your contract); therefore, your
expenses will be lower than those shown here. PLEASE SEE ANNUITY INCOME 
OPTIONS BELOW.                                                          

THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE      
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.              

AS OF THE DATE OF THIS PROSPECTUS, SALES IN THIS CONTRACT HAVE NOT YET BEGUN.   
THEREFORE, CONDENSED FINANCIAL INFORMATION IS NOT YET AVAILABLE.                

9 

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THE POLARIS CHOICE IV VARIABLE ANNUITY
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When you purchase a variable annuity, a contract exists between you and the     
Company. You are the Owner of the contract. The contract provides several main  
benefits:                                                                       

 o     Optional Living Benefit: If you elect an optional living benefit,
        the Company guarantees to provide a guaranteed income stream, with
        additional benefits under the feature you elect, in the event your
       contract value declines due to unfavorable investment performance
and withdrawals within the feature's parameters.          

    o     Death Benefit: If you die during the Accumulation Phase, the Company
pays a death benefit to your Beneficiary.                 

 o     Guaranteed Income: Once you begin the Income Phase, you receive a
     stream of annuity income payments for your lifetime, or another
available period you select.                              

   o     Tax Deferral: This means that you do not pay taxes on your earnings
from the contract until you withdraw them.                

Tax-qualified retirement plans (e.g., IRAs, 401(k) or 403(b) plans) defer       
payment of taxes on earnings until withdrawal. If you are considering funding a 
tax-qualified retirement plan with an annuity, you should know that an annuity  
does not provide any additional tax deferral treatment of earnings beyond the   
treatment provided by the tax-qualified retirement plan itself. However,        
annuities do provide other insurance features and benefits, which may be        
valuable to you. You should fully discuss this decision with your financial     
representative.                                                                 

This variable annuity was developed to help you plan for your retirement. In    
the Accumulation Phase, it can help you build assets on a tax-deferred basis.   
In the Income Phase, it can provide you with guaranteed income through annuity  
income payments. Alternatively, you may elect an optional living benefit that   
is designed to help you create a guaranteed income stream that may last as long 
as you live.                                                                    

The contract is called a "variable" annuity because it allows you to invest in  
Variable Portfolios which, like mutual funds, have different investment         
objectives and performance. You can gain or lose money if you invest in these   
Variable Portfolios. The amount of money you accumulate in your contract        
depends on the performance of the Variable Portfolios in which you invest.      

Fixed Accounts, if available, earn interest at a rate set and guaranteed by the 
Company. If you allocate money to an available Fixed Account, the amount of     
money that accumulates in the contract depends on the total interest credited   
to the particular Fixed Account in which you invest.                            

For more information on investment options available under this contract,       
PLEASE SEE INVESTMENT OPTIONS BELOW.                                            

As a function of the Internal Revenue Code ("IRC"), you may be assessed a 10%   
federal tax penalty on any withdrawal made prior to your reaching age 59 1/2.   
PLEASE SEE TAXES BELOW. Additionally, you will be charged a withdrawal charge   
on each Purchase Payment withdrawn prior to the end of the applicable           
withdrawal charge period, PLEASE SEE FEE TABLE ABOVE. Because of these          
potential penalties, you should fully discuss all of the benefits and risks of  
this contract with your financial representative prior                          
to purchase.                                                                    

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PURCHASING A POLARIS CHOICE IV

VARIABLE ANNUITY
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An initial Purchase Payment is the money you give us to buy a contract. Any     
additional money you give us to invest in the contract after purchase is a      
subsequent Purchase Payment.                                                    

The following chart shows the minimum initial and subsequent Purchase Payments  
permitted under your contract. These amounts depend upon whether a contract is  
Qualified or Non-Qualified for tax purposes. FOR FURTHER EXPLANATION, PLEASE    
SEE TAXES BELOW.                                                                

                                                                [Download Table]

                                                         MINIMUM  
                                           MINIMUM      AUTOMATIC 
                     MINIMUM INITIAL     SUBSEQUENT     SUBSEQUENT
                         PURCHASE         PURCHASE       PURCHASE 
                         PAYMENT           PAYMENT       PAYMENT  
                                                                  
  Qualified         $25,000             $500           $100       
Non-Qualified       $25,000             $500           $100       

Once you have contributed at least the minimum initial Purchase Payment, you    
can establish an automatic payment plan that allows you to make subsequent      
Purchase Payments of as little as $100. We will not accept subsequent Purchase  
Payments from contract owners age 86 or older.                                  

We reserve the right to refuse any Purchase Payment. Furthermore, we reserve    
the right to require Company approval prior to accepting Purchase Payments      
greater than the Purchase Payments Limit as defined in the Glossary. For        
contracts owned by a non-natural owner, we reserve the right to require prior   
Company approval to accept any Purchase Payment. Purchase Payments that would   
cause total Purchase Payments in all contracts issued by VALIC, American        
General Life Insurance Company ("AGL") and/or The United States Life Insurance  
Company in the City of New York ("US Life") to the same Owner and/or Annuitant  
to exceed the Purchase Payments Limit may also be subject to Company            
pre-approval.                                                                   

NON-NATURAL OWNERSHIP                                                           

A trust, corporation or other non-natural entity may only purchase this         
contract if such entity has sufficiently demonstrated an Insurable Interest in  
the Annuitant selected. FOR MORE INFORMATION ON NON-NATURAL OWNERSHIP, PLEASE   
SEE TAXES BELOW.                                                                

10

Various considerations may apply with respect to non-natural ownership of this  
contract including but not limited to estate planning, tax consequences and the 
propriety of this contract as an investment consistent with a non-natural       
Owner's organizational documentation. You should consult with your tax and/or   
legal advisor in connection with non-natural ownership of this contract.        

MAXIMUM ISSUE AGE                                                               

We will not issue a contract to anyone age 86 or older on the contract issue    
date. We will not accept subsequent Purchase Payments from contract owners age  
86 or older. In general, we will not issue a Qualified contract to anyone who   
is age 70 1/2 or older, unless it is shown that the minimum distribution        
required by the IRS is being made. PLEASE SEE TAXES BELOW. If we learn of a     
misstatement of age, we reserve the right to fully pursue our remedies          
including termination of the contract and/or revocation of any age-driven       
benefits. PLEASE SEE THE STATE CONTRACT AVAILABILITY AND/OR VARIABILITY         
APPENDIX FOR SPECIFIC INFORMATION.                                              

TERMINATION OF THE CONTRACT FOR MISSTATEMENT AND/OR FRAUD                       

The Company reserves the right to terminate the contract at any time if it      
discovers a misstatement or fraudulent representation of any information        
provided in connection with the issuance or ongoing administration of the       
contract.                                                                       

JOINT OWNERSHIP                                                                 

We allow this contract to be jointly owned by spouses (as determined for        
federal tax law purposes). The age of the older Owner is used to determine the  
availability of most age driven benefits. The addition of a joint Owner after   
the contract has been issued is contingent upon prior review and approval by    
the Company.                                                                    

Certain states require that the benefits and features of the contract be made   
available to domestic or civil union partners ("Domestic Partners") who qualify 
for treatment as, or are equal to, spouses under state law. There are also      
states that require us to issue the contract to non-spousal joint Owners.       
However, non-spousal joint Owners (which can include Domestic Partners) who     
jointly own or are Beneficiaries of a contract should consult with their tax    
adviser and/or financial representative as, under current tax law, they are not 
eligible for spousal continuation of the contract. Therefore, the ability of    
such non-spousal joint Owners to fully benefit from certain benefits and        
features of the contract, such as optional living benefit(s), if applicable,    
that guarantee withdrawals over two lifetimes may be limited.                   

ASSIGNMENT OF THE CONTRACT/CHANGE OF OWNERSHIP                                  

You may assign this contract before beginning the Income Phase by sending a     
written request to us at the Annuity Service Center for an assignment. Your     
rights and those of any other person with rights under this contract will be    
subject to the assignment. We will not be bound by any assignment until written 
notice is processed by us at our Annuity Service Center and you have received   
confirmation. We are not responsible for the validity, tax or other legal       
consequences of any assignment. An assignment will not affect any payments we   
may make or actions we may take before we receive notice of the assignment.     

We reserve the right not to recognize any assignment if it changes the risk     
profile of the owner of the contract, as determined in our sole discretion, if  
no Insurable Interest exists or if not permitted by the Internal Revenue Code.  
PLEASE SEE THE STATEMENT OF ADDITIONAL INFORMATION FOR DETAILS ON THE TAX       
CONSEQUENCES OF AN ASSIGNMENT. You should consult a qualified tax adviser       
before assigning the contract.                                                  

ALLOCATION OF PURCHASE PAYMENTS                                                 

In order to issue your contract, we must receive your initial Purchase Payment  
and all required paperwork in Good Order, including Purchase Payment allocation 
instructions at our Annuity Service Center. We will accept initial and          
subsequent Purchase Payments by electronic transmission from certain            
broker-dealer firms. In connection with arrangements we have to transact        
business electronically, we may have agreements in place whereby your           
broker-dealer may be deemed our agent for receipt of your Purchase Payments.    
Thus, if we have an agreement with a broker-dealer deeming them our agent,      
Purchase Payments received by the broker-dealer will be priced as of the time   
they are received by the broker-dealer. However, if we do not have an agreement 
with a broker-dealer deeming them our agent, Purchase Payments received by the  
broker-dealer will not be priced until they are received by us. You assume any  
risk in market fluctuations if you submit your Purchase Payment directly to a   
broker-dealer that is not deemed our agent, should there be a delay in that     
broker-dealer delivering your Purchase Payment to us. Please check with your    
financial representative to determine if his/her broker-dealer has an agreement 
with the Company that deems the broker-dealer an agent of the Company.          

An initial Purchase Payment will be priced within two business days after it is 
received by us in Good Order if the Purchase Payment is received before Market  
Close. If the initial Purchase Payment is received in Good Order after Market   
Close, the initial Purchase Payment will be priced within two NYSE business     
days after the next NYSE business day. We allocate your initial Purchase        
Payment as of the date such Purchase Payment is priced. If we do not have       
complete information necessary to issue your contract, we will contact you. If  
we do not have the information necessary to issue your contract within five     
NYSE business days, we will send your money back to you, or obtain your         
permission to keep your money until we get the information necessary to issue   
the contract.                                                                   

11

Any subsequent Purchase Payment will be priced as of the day it is received by  
us in Good Order if the request is received before Market Close. If the         
subsequent Purchase Payment is received in Good Order after Market Close, it    
will be priced as of the next NYSE business day. We invest your subsequent      
Purchase Payments in the Variable Portfolios and available Fixed Accounts       
according to any allocation instructions that accompany the subsequent Purchase 
Payment. If we receive a Purchase Payment without allocation instructions, we   
will invest the Purchase Payment according to your allocation instructions on   
file. PLEASE SEE INVESTMENT OPTIONS BELOW.                                      

Purchase Payments submitted by check can only be accepted by the Company at the 
Payment Centers at the following addresses:                                     

The Variable Annuity Life Insurance Company                                     
Annuity Service Center                                                          
P.O. Box 100330                                                                 
Pasadena, CA 91189-0330                                                         

Purchase Payments sent to the Annuity Service Center will be forwarded and      
priced when received at the Payment Center.                                     

Overnight deliveries of Purchase Payments can only be accepted at the following 
address:                                                                        

The Variable Annuity Life Insurance Company                                     
Annuity Service Center                                                          
Building #6, Suite 120                                                          
2710 Media Center Drive                                                         
Los Angeles, CA 90065-1750                                                      

Delivery of Purchase Payments to any other address will result in a delay in    
crediting your contract until the Purchase Payment is received at the Payment   
Center.                                                                         

ACCUMULATION UNITS                                                              

When you allocate a Purchase Payment to the Variable Portfolios, we credit your 
contract with Accumulation Units of the Separate Account. We base the number of 
Accumulation Units you receive on the unit value of the Variable Portfolio as   
of the day we process your Purchase Payment, as described under ALLOCATION OF   
PURCHASE PAYMENTS above, if before that day's Market Close, or on the next      
business day's unit value if we process your Purchase Payment after that day's  
Market Close. The value of an Accumulation Unit goes up and down based on the   
performance of the Variable Portfolios.                                         

We determine the value of each Accumulation Unit at the close of the NYSE every 
business day, by multiplying the Accumulation Unit value for the immediately    
preceding business day by a factor for the current business day. The factor is  
determined by:                                                                  

   1.   dividing the net asset value per share of the Underlying Fund at the
       end of the current business day, plus any dividend or capital gains
       per share declared on behalf of the Underlying Fund as of that day,
   by the net asset value per share of the Underlying Fund for the
previous business day; and                                  

    2.   multiplying it by one minus all applicable daily asset based charges.

We determine the number of Accumulation Units credited to your contract by      
dividing the Purchase Payment by the Accumulation Unit value for the specific   
Variable Portfolio.                                                             

EXAMPLE:                                                              

   We receive a $25,000 Purchase Payment from you on Wednesday. You allocate
the money to Variable Portfolio A. We determine that the value of an  
 Accumulation Unit for Variable Portfolio A is $11.10 at Market Close on
 Wednesday. We then divide $25,000 by $11.10 and credit your contract on
   Wednesday night with 2,252.2523 Accumulation Units for Variable Portfolio
A.                                                                    

Performance of the Variable Portfolios and the insurance charges under your     
contract affect Accumulation Unit values. These factors cause the value of your 
contract to go up and down.                                                     

FREE LOOK                                                                       

You may cancel your contract within ten days after receiving it. We call this a 
"free look." Your state may require a longer free look period. Please check     
your contract or with your financial representative. To cancel, you must mail   
the contract along with your written free look request to our Annuity Service   
Center at P.O. Box 15570, Amarillo, Texas 79105-5570.                           

If you decide to cancel your contract during the free look period, generally we 
will refund to you the value of your contract on the day we receive your        
request in Good Order at the Annuity Service Center. Certain states require us  
to return your Purchase Payments upon a free look request. Additionally, all    
contracts issued as an IRA require the full return of Purchase Payments upon a  
free look.                                                                      

If your contract was issued either in a state requiring return of Purchase      
Payments or as an IRA, and you cancel your contract during the free look        
period, we return the greater of (1) your Purchase Payments; or (2) the value   
of your contract on the day we receive your request in Good Order at the        
Annuity Service Center. With respect to these contracts, we reserve the right   
to invest your money in the Cash Management Variable Portfolio during the free  
look period. If we place your money in the Cash Management Variable Portfolio   
during the free look period, we will allocate your money according to your      
instructions at the end of the applicable free look period. PLEASE SEE THE      
STATE CONTRACT AVAILABILITY AND/OR VARIABILITY APPENDIX FOR INFORMATION ABOUT   
THE FREE LOOK PERIOD IN YOUR STATE.                                             

12

EXCHANGE OFFERS                                                                 

From time to time, we allow you to exchange an older variable annuity issued by 
the Company or one of its affiliates, for a newer product with different        
features and benefits issued by the Company or one of its affiliates. Such an   
exchange offer will be made in accordance with applicable federal securities    
laws and state insurance rules and regulations. We will provide the specific    
terms and conditions of any such exchange offer at the time the offer is made.  

IMPORTANT INFORMATION FOR MILITARY SERVICEMEMBERS                               

If you are an active duty full-time servicemember, and are considering the      
purchase of this contract, please read the following important information      
before investing. Subsidized life insurance is available to members of the      
Armed Forces from the Federal Government under the Servicemembers' Group Life   
Insurance program (also referred to as "SGLI"). More details may be obtained    
on-line at the following website: www.insurance.va.gov. This contract is not    
offered or provided by the Federal Government and the Federal Government has in 
no way sanctioned, recommended, or encouraged the sale of this contract. No     
entity has received any referral fee or incentive compensation in connection    
with the offer or sale of this contract, unless that entity has a               
selling agreement with the Company.                                             

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INVESTMENT OPTIONS
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VARIABLE PORTFOLIOS                                                             

The Variable Portfolios invest in the Underlying Funds of the Trusts.           
Additional Variable Portfolios may be available in the future. The Variable     
Portfolios are only available through the purchase of certain insurance         
contracts.                                                                      

The Underlying Funds offered through this contract are selected by us and we    
may consider various factors in the selection process, including but not        
limited to: asset class coverage, the strength of the investment adviser's or   
subadviser's reputation and tenure, brand recognition, the alignment of the     
investment objectives of an Underlying Fund with our hedging strategy,          
performance and the capability and qualification of each investment firm.       
Another factor we may consider is whether the Underlying Fund or its service    
providers (i.e., the investment adviser and/or subadviser(s)) or their          
affiliates will make payments to us or our affiliates in connection with        
certain administrative, marketing and support services, or whether the          
Underlying Fund's service providers have affiliates that can provide marketing  
and distribution support for sales of the contract. PLEASE SEE PAYMENTS IN      
CONNECTION WITH DISTRIBUTION OF THE CONTRACT BELOW.                             

We review the Underlying Funds periodically and may make changes if we          
determine that an Underlying Fund no longer satisfies one or more of the        
selection criteria and/or if the Underlying Fund has not attracted significant  
allocations from contract owners.                                               

Certain Underlying Funds offered under this Contract have similar investment    
objectives to other Underlying Funds managed by the same adviser or             
sub-adviser. The investment results of the Underlying Funds, however, may be    
higher or lower than such other Underlying Funds. We do not guarantee or make   
any representation that the investment results of any of the Underlying Funds   
will be comparable to the investment results of any other Underlying Fund       
managed by the same investment adviser or sub-adviser.                          

Certain Underlying Funds invest substantially all their assets in other         
Underlying Funds. These arrangements are referred to as Fund-of-Funds or        
master-feeder funds. Fund-of-Funds and master-feeder funds require you to pay   
fees and expenses at both fund levels. Expenses for a Fund-of-Funds may be      
higher than that for other funds because a Fund-of-Funds bears its own expenses 
and indirectly bears its proportionate share of expenses of the Underlying      
Funds held in the Fund-of-Funds structure. As a result, you will pay higher     
fees and expenses under the Fund-of-Funds structure than if you invested        
directly in each of the Underlying Funds held in the Fund-of-Funds structure.   
This will reduce your investment return.                                        

Certain Underlying Funds advised by our affiliate employ risk management        
strategies that are intended to control the Underlying Funds' overall           
volatility and to reduce the downside exposure of the Underlying Funds during   
significant market downturns. These risk management techniques help us to       
manage our financial exposure in connection with certain guaranteed benefits    
and could limit the upside participation of these Underlying Funds in rising    
equity markets relative to other Underlying Funds.                              

From time to time, certain Variable Portfolio names are changed. When we are    
notified of a name change, we will make changes so that the new name is         
properly shown. However, until we complete the changes, we may provide you with 
various forms, reports and confirmations that reflect a Variable Portfolio's    
prior name.                                                                     

You are responsible for allocating Purchase Payments to the Variable Portfolios 
as is appropriate for your own individual circumstances, investment goals,      
financial situation and risk tolerance. You should periodically review your     
allocations and values to ensure they continue to suit your needs. You bear the 
risk of any decline in contract value resulting from the performance of the     
Underlying Funds you have selected. In making your investment selections, you   
should investigate all information available to you including the Underlying    
Fund's prospectus, statement of additional information and annual and           
semi-annual reports.                                                            

13

The Trusts serve as the underlying investment vehicles for other variable       
annuity contracts issued by the Company and other affiliated and unaffiliated   
insurance companies. Neither the Company nor the Trusts believe that offering   
shares of the Trusts in this manner disadvantages you. The Trusts are monitored 
for potential conflicts. The Trusts may have other Underlying Funds, in         
addition to those listed here, that are not available for investment under this 
contract.                                                                       

We do not provide investment advice, nor do we recommend or endorse any         
particular Underlying Fund. The Underlying Funds along with their respective    
advisers are listed below.                                                      

   AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS) -- SERIES
II SHARES                                                             

    Invesco Advisers, Inc. is the investment adviser to AIM Variable Insurance
Funds (Invesco Variable Insurance Funds) ("AVIF").                    

FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST -- CLASS 2 SHARES

 Franklin Advisers, Inc. is the investment adviser to Franklin Templeton
Variable Insurance Products Trust ("FTVIPT").                         

Franklin Founding Funds Allocation VIP Fund ("VIP Founding Funds") is 
structured as a Fund-of-Funds. The administrator for the VIP Founding 
 Funds is Franklin Templeton Services, LLC. Franklin Templeton Services,
   LLC may receive assistance from Franklin Advisers, Inc. in monitoring the
   Underlying Funds and the VIP Founding Fund's investment in the Underlying
Funds. Each Underlying Fund of the VIP Founding Funds has its own     
investment adviser.                                                   

  Please see the Franklin Templeton Variable Insurance Products prospectus
for details.                                                          

LORD ABBETT SERIES FUND, INC. -- CLASS VC SHARES                      

Lord, Abbett & Co. LLC is the investment adviser to Lord Abbett Series
Fund, Inc. ("LASF").                                                  

SAAMCO MANAGED TRUSTS                                                 

    We offer Underlying Funds of the Anchor Series Trust, Seasons Series Trust
    and SunAmerica Series Trust (the "SAAMCo Managed Trusts") at least in part
  because they are managed by SunAmerica Asset Management, LLC ("SAAMCo"),
an affiliate of the Company. SAAMCo engages subadvisers to provide    
investment advice for the Underlying Funds. The Company and/or its    
   affiliates may be subject to certain conflicts of interest as the Company
 may derive greater revenues from Variable Portfolios offered by a Trust
   managed by an affiliate than certain other available Variable Portfolios.

ANCHOR SERIES TRUST -- CLASS 3 SHARES                                 

  SAAMCo is the investment adviser and various managers are the subadviser
to Anchor Series Trust ("AST").                                       

SEASONS SERIES TRUST -- CLASS 3 SHARES                                

  SAAMCO is the investment adviser and various managers are subadvisers to
Seasons Series Trust ("SST").                                         

SUNAMERICA SERIES TRUST -- CLASS 3 SHARES                             

   SAAMCo is the investment adviser and various managers are the subadvisers
to SunAmerica Series Trust ("SAST").                                  

MASTER-FEEDER FUNDS                                     

  SAST also offers Master-Feeder funds. Capital Research and
          Management Company is the investment adviser of the Master Fund in
          which the Feeder Funds invest. SAAMCo is the investment adviser to
the Feeder Funds.                                       

  Unlike other Underlying Funds, the Feeder Funds do not buy
        individual securities directly. Rather, each Feeder Fund invests
      all of its investment assets in a corresponding Master Fund of
           American Funds Insurance Series ("AFIS"), which invests directly in
individual securities.                                  

           Under the Master-Feeder structure, you pay the fees and expenses of
           both the Feeder Fund and the Master Fund. As a result, you will pay
        higher fees and expenses under a Master-Feeder structure than if
       you invested in an Underlying Fund that invests directly in the
     same individual securities as the Master Fund. We offer other
         variable annuity contracts which include Variable Portfolios that
       invest directly in the Master Funds without investing through a
          Feeder Fund and they currently assess lower fees and expenses than
the Master-Feeder Funds.                                

          Each Feeder Fund may withdraw all its assets from a Master Fund if
           the Board of Directors ("Board") of the Feeder Fund determines that
          it is in the best interest of the Feeder Fund and its shareholders
          to do so. If a Feeder Fund withdraws its assets from a Master Fund
      and the Board of the Feeder Fund approved SAAMCo as investment
         adviser to the Feeder Fund, SAAMCo would be fully compensated for
           its portfolio management services. PLEASE SEE THE SUNAMERICA SERIES
         TRUST PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION for more
discussion of the Master-Feeder structure.              

14

      SUNAMERICA DYNAMIC ALLOCATION PORTFOLIO AND SUNAMERICA DYNAMIC
STRATEGY PORTFOLIO                                      

         SAST also offers the SunAmerica Dynamic Allocation Portfolio (the
           "Dynamic Allocation Portfolio") and the SunAmerica Dynamic Strategy
          Portfolio ("Dynamic Strategy Portfolio"). SAAMCo is the investment
        adviser of the Dynamic Allocation Portfolio and Dynamic Strategy
Portfolio. AllianceBernstein L.P. is the subadviser (the
      "Subadviser") of a component of each of the Dynamic Allocation
        Portfolio and Dynamic Strategy Portfolio. The Dynamic Allocation
          Portfolio and Dynamic Strategy Portfolio each invest part of their
         assets as a Fund-of-Funds that in turn invest in Underlying Funds
of the SAAMCo Managed Trusts.                           

       The Dynamic Allocation Portfolio and Dynamic Strategy Portfolio
        each have a managed volatility strategy that may serve to reduce
           the risk of investment losses that could require the Company to use
  its own assets to make payments in connection with certain
          guarantees under the contract. In addition, the Dynamic Allocation
          Portfolio and Dynamic Strategy Portfolio may enable the Company to
   more efficiently manage its financial risks associated with
       guarantees like the living and death benefits, due in part to a
      formula developed by the Company and provided by SAAMCo to the
           Subadviser. The formula used by the Subadviser may change over time
     based on proposals by the Company. Any changes to the formula
    proposed by the Company will be implemented only if they are
       approved by the investment adviser and the Portfolio's Board of
          Trustees, including a majority of the Independent Trustees. PLEASE
   SEE THE SUNAMERICA SERIES TRUST PROSPECTUS AND STATEMENT OF
ADDITIONAL INFORMATION FOR DETAILS.                     

     VCP MANAGED ASSET ALLOCATION SAST PORTFOLIO, VCP TOTAL RETURN
BALANCED PORTFOLIO AND VCP VALUE PORTFOLIO              

         The VCP Managed Asset Allocation SAST Portfolio, VCP Total Return
         Balanced Portfolio and VCP Value Portfolio each utilize a managed
           volatility strategy that may serve to reduce the risk of investment
           losses that could require the Company to use its own assets to make
          payments in connection with certain guarantees under the contract.
        In addition, these Variable Portfolios may enable the Company to
   more efficiently manage its financial risks associated with
      guarantees, like the living and death benefits. PLEASE SEE THE
           APPLICABLE PROSPECTUSES AND STATEMENTS OF ADDITIONAL INFORMATION OF
           THE SUNAMERICA SERIES TRUST AND THE AMERICAN FUNDS INSURANCE SERIES
MASTER FUND FOR DETAILS.                                

CASH MANAGEMENT                                         

       SAST also offers the Cash Management Variable Portfolio. During
    periods of low short-term interest rates, and in part due to
     contract fees and expenses, the investment return of the Cash
           Management Variable Portfolio may become extremely low and possibly
         negative. In the case of negative returns, your investment in the
Cash Management Variable Portfolio will lose value.     

(PLEASE SEE NEXT PAGE FOR FULL LIST OF INVESTMENT OPTIONS)  

15

                                                        [Enlarge/Download Table]

UNDERLYING FUNDS                                MANAGED BY:                                       TRUST   ASSET CLASS      
----------------------------------------------  ----------------------------------------------  --------  -----------------
                                                                                                                           
Aggressive Growth                               Wells Capital Management Incorporated           SAST      STOCK            
Alliance Growth                                 AllianceBernstein L.P.                          SAST      STOCK            
American Funds Asset Allocation SAST            Capital Research and Management Company         SAST      ASSET ALLOCATION 
American Funds Global Growth SAST               Capital Research and Management Company         SAST      STOCK            
American Funds Growth SAST                      Capital Research and Management Company         SAST      STOCK            
American Funds Growth-Income SAST               Capital Research and Management Company         SAST      STOCK            
Asset Allocation                                Edge Asset Management, Inc.                     AST       ASSET ALLOCATION 
Balanced                                        J.P. Morgan Investment Management Inc.          SAST      ASSET ALLOCATION 
Blue Chip Growth                                Massachusetts Financial Services Company        SAST      STOCK            
Capital Appreciation                            Wellington Management Company LLP               AST       STOCK            
Capital Growth                                  The Boston Company Asset Management, LLC        SAST      STOCK            
Cash Management                                 BofA Advisors, LLC                              SAST      CASH             
Corporate Bond                                  Federated Investment Management Company         SAST      BOND             
Davis Venture Value                             Davis Selected Advisers, L.P.                   SAST      STOCK            
"Dogs" of Wall Street                           SunAmerica Asset Management, LLC                SAST      STOCK            
Emerging Markets                                J.P. Morgan Investment Management Inc.          SAST      STOCK            
Equity Opportunities                            OppenheimerFunds, Inc.                          SAST      STOCK            
Foreign Value                                   Templeton Investment Counsel, LLC               SAST      STOCK            
Franklin Founding Funds Allocation VIP Fund     Franklin Templeton Services, LLC                FTVIPT    ASSET ALLOCATION 
Franklin Income VIP Fund                        Franklin Advisers, Inc.                         FTVIPT    ASSET ALLOCATION 
Fundamental Growth                              Wells Capital Management Incorporated           SAST      STOCK            
Global Bond                                     Goldman Sachs Asset Management International    SAST      BOND             
Global Equities                                 J.P. Morgan Investment Management Inc.          SAST      STOCK            
Government and Quality Bond                     Wellington Management Company LLP               AST       BOND             
Growth                                          Wellington Management Company LLP               AST       STOCK            
Growth-Income                                   J.P. Morgan Investment Management Inc.          SAST      STOCK            
Growth Opportunities                            Invesco Advisers, Inc.                          SAST      STOCK            
High-Yield Bond                                 PineBridge Investments LLC                      SAST      BOND             
International Diversified Equities              Morgan Stanley Investment Management Inc.       SAST      STOCK            
International Growth and Income                 Putnam Investment Management, LLC               SAST      STOCK            
Invesco V.I. American Franchise Fund,           Invesco Advisers, Inc.                          AVIF      STOCK            
 Series II Shares                                                                                                          
Invesco V.I. Comstock Fund, Series II Shares    Invesco Advisers, Inc.                          AVIF      STOCK            
Invesco V.I. Growth and Income Fund,            Invesco Advisers, Inc.                          AVIF      STOCK            
 Series II Shares                                                                                                          
Lord Abbett Growth and Income                   Lord, Abbett & Co. LLC                          LASF      STOCK            
Managed Allocation Balanced                     Ibbotson Associates, Inc.                       SST       ASSET ALLOCATION 
Managed Allocation Growth                       Ibbotson Associates, Inc.                       SST       STOCK            
Managed Allocation Moderate                     Ibbotson Associates, Inc.                       SST       ASSET ALLOCATION 
Managed Allocation Moderate Growth              Ibbotson Associates, Inc.                       SST       ASSET ALLOCATION 
Marsico Focused Growth                          Marsico Capital Management, LLC                 SAST      STOCK            
MFS Massachusetts Investors Trust               Massachusetts Financial Services Company        SAST      STOCK            
MFS Total Return                                Massachusetts Financial Services Company        SAST      ASSET ALLOCATION 
Mid-Cap Growth                                  J.P. Morgan Investment Management Inc.          SAST      STOCK            
Natural Resources                               Wellington Management Company LLP               AST       STOCK            
Real Estate                                     Pyramis Global Advisors, LLC                    SAST      STOCK            
Real Return                                     Wellington Management Company LLP               SST       BOND             
SA JPMorgan MFS Core Bond Portfolio             J.P. Morgan Investment Management Inc. and      SAST      BOND             
                                                Massachusetts Financial Services Company                                   
Small Company Value                             Franklin Advisory Services, LLC                 SAST      STOCK            
SunAmerica Dynamic Allocation Portfolio         SunAmerica Asset Management, LLC and            SAST      ASSET ALLOCATION 
                                                AllianceBernstein L.P                                                      
SunAmerica Dynamic Strategy Portfolio           SunAmerica Asset Management, LLC and            SAST      ASSET ALLOCATION 
                                                AllianceBernstein L.P.                                                     
Technology                                      Columbia Management Investment Advisers, LLC    SAST      STOCK            
Telecom Utility                                 Massachusetts Financial Services Company        SAST      STOCK            
VCP Managed Asset Allocation SAST               Capital Research and Management Company         SAST      ASSET ALLOCATION 
 Portfolio                                                                                                                 
VCP Total Return Balanced Portfolio             Pacific Investment Management Company LLC       SAST      ASSET ALLOCATION 
VCP Value Portfolio                             Invesco Advisers, Inc.                          SAST      ASSET ALLOCATION 

YOU SHOULD READ THE PROSPECTUSES FOR THE TRUSTS CAREFULLY. THESE PROSPECTUSES   
CONTAIN DETAILED INFORMATION ABOUT THE UNDERLYING FUNDS, INCLUDING EACH         
UNDERLYING FUND'S INVESTMENT OBJECTIVE AND RISK FACTORS. YOU MAY OBTAIN AN      
ADDITIONAL COPY OF THESE PROSPECTUSES FOR THE TRUSTS BY CALLING OUR ANNUITY     
SERVICE CENTER AT (800) 445-7862 OR BY VISITING OUR WEBSITE AT                  
WWW.AIG.COM/ANNUITIES. YOU MAY ALSO OBTAIN INFORMATION ABOUT THE UNDERLYING     
FUNDS (INCLUDING A COPY OF THE STATEMENT OF ADDITIONAL INFORMATION) BY          
ACCESSING THE U.S. SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT WWW.SEC.GOV. 

16

SUBSTITUTION, ADDITION OR DELETION OF VARIABLE PORTFOLIOS                       

We may, subject to any applicable law, make certain changes to the Variable     
Portfolios offered in your contract. We may offer new Variable Portfolios or    
stop offering existing Variable Portfolios. New Variable Portfolios may be made 
available to existing contract owners, and Variable Portfolios may be closed to 
new or subsequent Purchase Payments, transfers or allocations. In addition, we  
may also liquidate the shares of any Variable Portfolio, substitute the shares  
of one Underlying Fund held by a Variable Portfolio for another and/or merge    
Variable Portfolios or cooperate in a merger of Underlying Funds. To the extent 
required by the Investment Company Act of 1940, as amended, we may be required  
to obtain SEC approval or your approval.                                        

FIXED ACCOUNTS                                                                  

Your contract may offer Fixed Accounts for varying guarantee periods. A Fixed   
Account may be available for differing lengths of time (such as 1, 3, or 5      
years). Each guarantee period may have different guaranteed interest rates.     

We guarantee that the interest rate credited to amounts allocated to any Fixed  
Account guarantee periods will never be less than the guaranteed minimum        
interest rate specified in your contract. Once the rate is established, it will 
not change for the duration of the guarantee period. The minimum guaranteed     
interest rate can vary but is never lower than 1%. We determine which, if any,  
guarantee periods will be offered at any time in our sole discretion, unless    
state law requires us to do otherwise. Please check with your financial         
representative regarding the availability of Fixed Accounts. Allocations to the 
Fixed Accounts, including the Secure Value Account, are obligations of the      
General Account. PLEASE SEE GENERAL ACCOUNT BELOW.                              

There are three categories of interest rates for money allocated to the Fixed   
Accounts. The applicable rate is guaranteed until the corresponding guarantee   
period expires. With each category of interest rate, your money may be credited 
a different rate as follows:                                                    

o     Initial Rate: The rate credited to any portion of the initial   
Purchase Payment allocated to a Fixed Account.            

o     Current Rate: The rate credited to any portion of a subsequent  
Purchase Payment allocated to a Fixed Account.            

 o     Renewal Rate: The rate credited to money transferred from a Fixed
       Account or a Variable Portfolio into a Fixed Account and to money
          remaining in a Fixed Account after expiration of a guarantee period.

There are no restrictions with respect to transferring out of or taking a       
withdrawal from a Fixed Account. If you make a transfer out of or a withdrawal  
from a Fixed Account prior to the end of a guarantee period, you will be        
credited the interest earned up to the time of transfer or withdrawal. When a   
guarantee period ends, you may leave your money in the same Fixed Account or    
you may reallocate your money to another Fixed Account, if available, or to the 
Variable Portfolios. If you do not want to leave your money in the same Fixed   
Account, you must contact us within 30 days after the end of the guarantee      
period and provide us with new allocation instructions. WE DO NOT CONTACT YOU.  
IF YOU DO NOT CONTACT US, YOUR MONEY WILL REMAIN IN THE SAME FIXED ACCOUNT      
WHERE IT WILL EARN INTEREST AT THE RENEWAL RATE THEN IN EFFECT FOR THAT FIXED   
ACCOUNT.                                                                        

We reserve the right to defer payments for a withdrawal from a Fixed Account    
for up to six months. PLEASE SEE ACCESS TO YOUR MONEY BELOW.                    

If available, you may systematically transfer interest earned in available      
Fixed Accounts into any of the Variable Portfolios on certain periodic          
schedules offered by us. Systematic transfers may be started, changed or        
terminated at any time by contacting our Annuity Service Center. Check with     
your financial representative about the current availability of this service.   

At any time we are crediting the minimum guaranteed interest rate specified in  
your contract, we reserve the right to restrict your ability to invest into the 
Fixed Accounts. All Fixed Accounts may not be available in your state. Please   
check with your financial representative regarding the availability of Fixed    
Accounts.                                                                       

If you elect certain living benefits, a certain percentage of your investment   
is automatically allocated to the Secure Value Account. The Secure Value        
Account is only available with election of these Living Benefits and you may    
not reallocate your money from the Secure Value Account to another Fixed        
Account, if available, or to the Variable Portfolios when the guarantee period  
ends. PLEASE SEE "ARE THERE INVESTMENT REQUIREMENTS IF I ELECT A LIVING         
BENEFIT?" UNDER OPTIONAL LIVING BENEFITS.                                       

DOLLAR COST AVERAGING FIXED ACCOUNTS                                            

You may invest initial and/or subsequent Purchase Payments in the dollar cost   
averaging ("DCA") Fixed Accounts, if available. The minimum Purchase Payment    
that you must invest for the 6-month DCA Fixed Account is $600 and for the      
12-month DCA Fixed Account is $1,200. Purchase Payments less than these minimum 
amounts will automatically be allocated to available investment options         
according to your instructions or your current allocation instruction on file.  

DCA Fixed Accounts credit a fixed rate of interest and can only be elected to   
facilitate a DCA program. PLEASE SEE DOLLAR COST AVERAGING PROGRAM BELOW for    
more information. Interest is credited to amounts allocated                     

17

to the DCA Fixed Accounts while your money is transferred to available          
investment options over certain specified time frames. The interest rates       
applicable to the DCA Fixed Accounts may differ from those applicable to any    
other Fixed Account but will never be less than the minimum guaranteed interest 
rate specified in your contract. The minimum guaranteed interest rate can vary  
but is never lower than 1%. However, when using a DCA Fixed Account, the annual 
interest rate is paid on a declining balance as you systematically transfer     
your money to available investment options. Therefore, the actual effective     
yield will be less than the stated annual crediting rate. We reserve the right  
to change the availability of DCA Fixed Accounts offered, unless state law      
requires us to do otherwise.                                                    

DOLLAR COST AVERAGING PROGRAM                                                   

The DCA program allows you to invest gradually in available investment options  
at no additional cost. Under the program, you systematically transfer a         
specified dollar amount or percentage of contract value from a Variable         
Portfolio, available Fixed Account or DCA Fixed Account ("source account") to   
any available investment options ("target account"). Fixed Accounts are not     
available as target accounts for the DCA program. Transfers occur on a monthly  
periodic schedule. The minimum transfer amount under the DCA program is $100    
per transaction, regardless of the source account. Transfers resulting from     
your participation in the DCA program are not counted towards the number of     
free transfers per contract year.                                               

The DCA Fixed Accounts only accept initial and subsequent Purchase Payments     
because they are offered as source accounts exclusively to facilitate the DCA   
program for a specified time period. You may not make a transfer from a         
Variable Portfolio or available Fixed Account into a DCA Fixed Account.         

If you choose to allocate subsequent Purchase Payments to an active DCA program 
with an available Fixed Account serving as the source account, the rate         
applicable to that Fixed Account at the time we receive the subsequent Purchase 
Payment will apply. Further, we will begin transferring that subsequent         
Purchase Payment into your target account allocations on the same day of the    
month as the initial active DCA program. Therefore, you may not receive a full  
30 days of interest prior to the first transfer to the target account(s).       

You may terminate the DCA program at any time. If you terminate the DCA program 
and money remains in the DCA Fixed Account(s), we transfer the remaining money  
according to your current allocation instructions on file. Upon notification of 
your death, we will terminate the DCA program unless your Beneficiary instructs 
us otherwise and we will transfer the remaining money according to your current 
allocation instructions on file.                                                

The DCA program is designed to lessen the impact of market fluctuations on your 
investment. However, the DCA program can neither guarantee a profit nor protect 
your investment against a loss. When you elect the DCA program, you are         
continuously investing in securities fluctuating at different price levels. You 
should consider your tolerance for investing through periods of fluctuating     
price levels.                                                                   

EXAMPLE OF DCA PROGRAM:                                               

  Assume that you want to move $750 each month from one Variable Portfolio
 to another Variable Portfolio over six months. You set up a DCA program
and purchase Accumulation Units at the following values:              

                                                                [Download Table]

MONTH     ACCUMULATION UNIT VALUE     UNITS PURCHASED
                                                     
  1                $ 7.50                   100      
  2                $ 5.00                   150      
  3                $10.00                    75      
  4                $ 7.50                   100      
  5                $ 5.00                   150      
  6                $ 7.50                   100      

You paid an average price of only $6.67 per Accumulation Unit over six
    months, while the average market price actually was $7.08. By investing an
   equal amount of money each month, you automatically buy more Accumulation
  Units when the market price is low and fewer Accumulation Units when the
market price is high. This example is for illustrative purposes only. 

WE RESERVE THE RIGHT TO MODIFY, SUSPEND OR TERMINATE THE DCA PROGRAM AT ANY     
TIME AND WE WILL NOTIFY YOU IF WE EXERCISE THAT RIGHT.                          

POLARIS PORTFOLIO ALLOCATOR PROGRAM                                             

PROGRAM DESCRIPTION                                                             

The Polaris Portfolio Allocator program is offered to you at no additional cost 
to assist in diversifying your investment across various asset classes. The     
Polaris Portfolio Allocator program allows you to choose from one of the four   
Portfolio Allocator models designed to assist in meeting your stated investment 
goals. Each Portfolio Allocator model is comprised of a carefully selected      
combination of Variable Portfolios representing various asset classes. The      
models allocate among the various asset classes to attempt to match certain     
combinations of investors' investment time horizon and risk tolerance. Please   
consult your financial representative about investment in the Polaris Portfolio 
Allocator program.                                                              

ENROLLING IN THE POLARIS PORTFOLIO ALLOCATOR PROGRAM                            

You may enroll in the Polaris Portfolio Allocator program by electing a         
Portfolio Allocator model when you purchase your variable annuity or if after   
contract issue, by contacting our Annuity Service Center. You and your          
financial representative should determine the model most appropriate for you    
based on your financial needs, risk tolerance and investment time horizon. You  
may request to discontinue the                                                  

18

use of a model by providing a written reallocation request, calling our Annuity 
Service Center or logging onto our website.                                     

You may also choose to invest gradually into a Portfolio Allocator model        
through the DCA program. PLEASE SEE THE DOLLAR COST AVERAGING PROGRAM ABOVE.    

You may only invest in one Portfolio Allocator model at a time. Participation   
in this program requires that you invest 100% of your initial Purchase Payment  
and subsequent Purchase Payment(s) in the same Portfolio Allocator Model. If    
you: 1) attempt to allocate a portion of your Purchase Payment outside of your  
elected Portfolio Allocator model, or 2) if you invest in any Variable          
Portfolios in addition to investment in a Portfolio Allocator model under this  
program, such an investment may no longer be consistent with the Portfolio      
Allocator model's intended objectives and therefore, will effectively terminate 
your election of the Polaris Portfolio Allocator Model. If your election of the 
Polaris Portfolio Allocator Model is terminated, your investment will remain    
allocated to the same Variable Portfolios and in the same amounts as before the 
program was terminated; however, your investment will no longer be deemed to be 
in a Polaris Portfolio Allocator Model.                                         

You may request withdrawals, as permitted by your contract, which will be taken 
proportionately from each of the allocations in the selected Portfolio          
Allocator model unless otherwise indicated in your withdrawal instructions. If  
you choose to make a non-proportional withdrawal from the Variable Portfolios   
in the Portfolio Allocator model, your investment may no longer be consistent   
with the Portfolio Allocator model's intended objectives and therefore, will    
effectively terminate your participation in the program. Withdrawals may be     
subject to a withdrawal charge. Withdrawals may also be taxable and a 10% IRS   
penalty may apply if you are under age 59 1/2.                                  

You can transfer 100% of your investment from one Portfolio Allocator model to  
another Portfolio Allocator model at any time; you will be transferred into the 
most current model available in your contract. As a result of a transfer, we    
will automatically update your allocation instructions on file with respect to  
subsequent Purchase Payments and DCA target allocation instructions, if         
applicable, and we will automatically update your Automatic Asset Rebalancing   
Program instructions to reflect your new investment. PLEASE SEE DOLLAR COST     
AVERAGING PROGRAM ABOVE AND AUTOMATIC ASSET REBALANCING PROGRAM BELOW.          

A subsequent Purchase Payment will be invested in the same Portfolio Allocator  
model as your current investment unless we receive different instructions from  
you. You should consult with your financial representative to determine if you  
should update your allocation instructions, DCA target allocation instructions  
and/or Automatic Asset Rebalancing Program instructions on file when you make a 
subsequent Purchase Payment.                                                    

REBALANCING THE MODELS                                                          

You can elect to have your investment in the Portfolio Allocator models         
rebalanced quarterly, semi-annually, or annually to maintain the target asset   
allocation among the Variable Portfolios of the model you selected. If you      
choose to make investments outside of a Portfolio Allocator model, only those   
Variable Portfolios within the Portfolio Allocator model you selected will be   
rebalanced. Investments in other Variable Portfolios not included in the        
Portfolio Allocator model cannot be rebalanced if you wish to maintain your     
current Portfolio Allocator model allocations.                                  

Over time, the Portfolio Allocator model you select may no longer align with    
its original investment objective due to the effects of Variable Portfolio      
performance and changes in the Variable Portfolio's investment objectives.      
Therefore, if you do not elect to have your investment in the Portfolio         
Allocator model rebalanced at least annually, then your investment may no       
longer be consistent with the Portfolio Allocator model's intended objectives.  
In addition, your investment goals, financial situation and risk tolerance may  
change over time. You should consult with your financial representative about   
how to keep your Portfolio Allocator model's allocations in line with your      
investment goals. Finally, changes in investment objectives or management of    
the Underlying Funds in the models may mean that, over time, the models no      
longer are consistent with their original investment goals.                     

IMPORTANT INFORMATION ABOUT THE POLARIS PORTFOLIO ALLOCATOR PROGRAM             

The Portfolio Allocator models are not intended as investment advice about      
investing in the Variable Portfolios, and we do not provide investment advice   
regarding whether a Portfolio Allocator model should be revised or whether it   
remains appropriate to invest in accordance with any particular Portfolio       
Allocator model.                                                                

The Polaris Portfolio Allocator program does not guarantee greater or more      
consistent returns. Future market and asset class performance may differ from   
the historical performance upon which the Portfolio Allocator models may have   
been built. Also, allocation to a single asset class may outperform a model, so 
that you could have better investment returns investing in a single asset class 
than in a Portfolio Allocator model. However, such a strategy may involve a     
greater degree of risk because of the concentration of similar securities in a  
single asset class. Further, there can be no assurance that any Variable        
Portfolio chosen for a particular Portfolio Allocator model will perform well   
or that its performance will closely reflect that of the asset class it is      
designed to represent.                                                          

The Portfolio Allocator models represent suggested allocations that are         
provided to you as general guidance. You should work with your financial        
representative in determining if one of the Portfolio Allocator models meets    
your financial needs, investment time horizon, and is                           

19

consistent with your risk tolerance level. Information concerning the specific  
Portfolio Allocator models can be obtained from your financial representative.  

POLARIS PORTFOLIO ALLOCATOR MODELS                                              
(EFFECTIVE MAY 1, 2015)                                                         

                                                                [Download Table]

         VARIABLE PORTFOLIOS           MODEL 1  MODEL 2  MODEL 3  MODEL 4
                                                                         
American Funds Global Growth SAST         3.0%     3.0%     4.0%    8.0% 
American Funds Growth SAST                2.0%     2.0%     2.0%    3.0% 
American Funds Growth-Income SAST         1.0%     1.0%     1.0%    5.0% 
Blue Chip Growth                          4.0%     4.0%     5.0%    8.0% 
Capital Appreciation                      2.0%     3.0%     4.0%    5.0% 
Corporate Bond                            9.0%     8.0%     7.0%    1.0% 
Davis Venture Value                       4.0%     4.0%     4.0%    6.0% 
"Dogs" of Wall Street                     3.0%     3.0%     3.0%    4.0% 
Emerging Markets                          0.0%     1.0%     2.0%    2.0% 
Equity Opportunities                      2.0%     3.0%     4.0%    6.0% 
Foreign Value                             2.0%     3.0%     3.0%    3.0% 
Global Bond                               4.0%     4.0%     2.0%    2.0% 
Government and Quality Bond              10.0%     9.0%     7.0%    2.0% 
Growth-Income                             5.0%     6.0%     7.0%    8.0% 
High-Yield Bond                           4.0%     3.0%     1.0%    0.0% 
Invesco V.I. Comstock Fund, Series II                                    
  Shares                                  5.0%     6.0%     8.0%    8.0% 
Invesco V.I. Growth and Income Fund,                                     
  Series II Shares                        6.0%     7.0%     8.0%    8.0% 
Marsico Focused Growth                    1.0%     2.0%     3.0%    4.0% 
MFS Massachusetts Investors Trust         8.0%     8.0%     8.0%    8.0% 
Real Estate                               0.0%     0.0%     0.0%    1.0% 
Real Return                               9.0%     5.0%     3.0%    0.0% 
SA JPMorgan MFS Core Bond                                                
  Portfolio                              14.0%    11.0%    10.0%    5.0% 
Small & Mid Cap Value                     2.0%     2.0%     2.0%    2.0% 
Small Company Value                       0.0%     2.0%     2.0%    1.0% 
                                TOTAL     100%     100%     100%    100% 

The Polaris Portfolio Allocator Models listed above are those that are          
currently available. The Models are reconfigured from time to time. However,    
once you invest in a Model, the percentages of your contract value allocated to 
each Variable Portfolio within a Model will not be changed by us. If you        
purchased your contract prior to the current allocations of the Models          
specified above, any subsequent Purchase Payments will be invested in the same  
Model as your current investment and will not be invested in the Model          
allocations specified above unless you provide us with specific instructions to 
do so. You should speak with your financial representative about how to keep    
the Variable Portfolio allocations in each Model in line with your investment   
goals over time.                                                                

We reserve the right to change the Variable Portfolios and/or allocations to    
certain Variable Portfolios in each model to the extent that Variable           
Portfolios are liquidated, substituted, merged or otherwise reorganized.        

WE RESERVE THE RIGHT TO MODIFY, SUSPEND OR TERMINATE THE POLARIS PORTFOLIO      
ALLOCATOR PROGRAM AT ANY TIME AND WE WILL NOTIFY YOU IF WE EXERCISE THAT RIGHT. 

50%-50% COMBINATION MODEL PROGRAM                                               

PROGRAM DESCRIPTION                                                             

The 50%-50% Combination Model Program is offered to you to assist in            
diversifying your investment across various asset classes. The 50%-50%          
Combination Model Program allows you to choose from one of the four 50%-50%     
Combination Models ("Combination Models") designed to assist in meeting your    
stated investment goals.                                                        

Each of the Combination Models allocate 50% of your investment in a Polaris     
Portfolio Allocator Model and the remaining 50% in a corresponding Managed      
Allocation Portfolio to attempt to match a stated investment time horizon and   
risk tolerance. Each Managed Allocation Portfolio is a Fund-of-Funds managed by 
Ibbotson. The 50% of your investment allocated to the Polaris Portfolio         
Allocator Model is considered "static" because the composition of the Polaris   
Portfolio Allocator Model will not be changed by us and is not actively         
managed. However, the 50% of your investment allocated to the Managed           
Allocation Portfolio is considered "active" because each Managed Allocation     
Portfolio is an Underlying Fund that Ibbotson manages in order to maintain the  
investment objective of the Managed Allocation Portfolio. FOR MORE INFORMATION, 
PLEASE SEE SEASONS SERIES TRUST AND POLARIS PORTFOLIO ALLOCATOR MODEL PROGRAM   
ABOVE.                                                                          

ENROLLING AND INVESTING IN THE COMBINATION MODEL PROGRAM                        

You may enroll in the Combination Model Program by electing a Combination Model 
when you purchase your variable annuity or if after contract issue, by          
contacting our Annuity Service Center. You and your financial representative    
should determine the Combination Model most appropriate for you based on your   
financial needs, risk tolerance and investment time horizon. You may request to 
discontinue the use of a Combination Model by providing a written reallocation  
request, calling our Annuity Service Center or logging into our website.        

You may also choose to invest gradually into a Combination Model through the    
DCA program. PLEASE SEE THE DOLLAR COST AVERAGING PROGRAM ABOVE.                

You may only invest in one Combination Model at a time and participation in the 
Combination Model Program requires that you invest 100% of your initial         
Purchase Payment and subsequent Purchase Payment(s) in the same Combination     
Model. If you: 1) attempt to allocate a portion of your Purchase Payment        
outside of your elected Combination Model, or 2) if you invest in any Variable  
Portfolios in addition to investment in a Combination Model under this program, 
such an investment may no longer be consistent with the Combination Model's     
intended objectives                                                             

20

and therefore, will effectively terminate your election of the Combination      
Model. If your election of the Combination Model is terminated, your investment 
will remain allocated to the same Variable Portfolios and in the same amounts   
as before the program was terminated; however, your investment will no longer   
be deemed to be in a Combination Model.                                         

You may request withdrawals, as permitted by your contract, which will be taken 
proportionately from each of the allocations in the elected Combination Model   
unless otherwise indicated in your withdrawal instructions. If you choose to    
make a non-proportional withdrawal from the Variable Portfolios in the          
Combination Model, your investment may no longer be consistent with the         
Combination Model's intended objectives and therefore, will effectively         
terminate your participation in the program. Withdrawals may also be taxable    
and a 10% IRS penalty may apply if you are under age 59 1/2.                    

You can transfer 100% of your investment from one Combination Model to another  
Combination Model at any time; you will be transferred into the most current    
model available in your contract. As a result of a transfer, we will            
automatically update your allocation instructions on file with respect to       
subsequent Purchase Payments and we will automatically update your Automatic    
Asset Rebalancing Program instructions to reflect your new investment. PLEASE   
SEE AUTOMATIC ASSET REBALANCING PROGRAM BELOW.                                  

A subsequent Purchase Payment will be invested in the same Combination Model as 
your current investment unless we receive different instructions from you. You  
should consult with your financial representative to determine if you should    
update your allocation instructions, DCA target allocation instructions, and/or 
Automatic Asset Rebalancing Program instructions on file when you make a        
subsequent Purchase Payment.                                                    

REBALANCING THE COMBINATION MODELS                                              

You can elect to have your investment in the Combination Models rebalanced      
quarterly, semi-annually or annually to maintain the target asset allocation    
among the Variable Portfolios of the Combination Model you selected. If you     
make such an election to rebalance, both the allocation to the Polaris          
Portfolio Allocator Model and the Managed Allocation Portfolio will be          
rebalanced to equal the 50%-50% split discussed above. The investments in the   
Underlying Funds of each Managed Allocation Portfolio are not rebalanced as     
part of the Combination Model Program. PLEASE SEE SEASONS SERIES TRUST ABOVE.   

Over time, the Combination Model you elect may no longer align with its         
original investment objective due to the effects of Underlying Fund performance 
and changes in the Underlying Funds' investment objectives. Therefore, if you   
do not elect to have your investment in the Combination Model rebalanced at     
least annually, then your investment may no longer be consistent with the       
Combination Model's intended objectives. In addition, your investment goals,    
financial situation and risk tolerance may change over time. You should consult 
with your financial representative about how to keep your Portfolio Allocator   
model's allocations in line with your investment goals. Finally, changes in     
investment objectives or management of the underlying funds in the models may   
mean that, over time, the models no longer are consistent with their original   
investment goals.                                                               

IMPORTANT INFORMATION ABOUT THE COMBINATION MODEL PROGRAM                       

The Combination Model Program is not intended as ongoing or personalized advice 
about investing in the Variable Portfolios. We do not provide investment advice 
regarding whether a Combination Model should be selected or rebalanced or       
whether it remains appropriate for any individual to invest in accordance with  
any particular Combination Model as your investment needs change. The           
Combination Model Program does not guarantee greater or more consistent         
returns. Future market and asset class performance may differ from the          
historical performance upon which the Combination Model may have been built.    
Also, allocation to a single asset class may outperform a Combination Model, so 
that you could have better investment returns investing in a single asset class 
than in a Combination Model. However, such a strategy may involve a greater     
degree of risk because of the concentration of similar securities in a single   
asset class. Further, there can be no assurance that any Variable Portfolio     
chosen for a particular Combination Model will perform well or that its         
performance will closely reflect that of the asset class it is designed to      
represent.                                                                      

The Combination Models represent suggested allocations that are provided to you 
as general guidance. You should work with your financial representative in      
determining if one of the Combination Models meets your financial needs,        
investment time horizon, and is consistent with your risk tolerance level.      
Information concerning a specific Combination Model can be obtained from your   
financial representative.                                                       

Below are the Combination Models available for election.                        

                                                                [Download Table]

     50%-50%                                                   
COMBINATION MODEL     50% ALLOCATION TO:     50% ALLOCATION TO:
                                                               
        1             Polaris Portfolio      Managed Allocation
                      Allocator Model 1           Balanced     
        2             Polaris Portfolio      Managed Allocation
                      Allocator Model 2           Moderate     
        3             Polaris Portfolio      Managed Allocation
                      Allocator Model 3       Moderate Growth  
        4             Polaris Portfolio      Managed Allocation
                      Allocator Model 4            Growth      

WE RESERVE THE RIGHT TO MODIFY, SUSPEND OR TERMINATE THE COMBINATION MODEL      
PROGRAM AT ANY TIME AND WE WILL NOTIFY YOU IF WE EXERCISE THAT RIGHT.           

21

TRANSFERS DURING THE ACCUMULATION PHASE                                         

Subject to our rules, restrictions and policies described below, during the     
Accumulation Phase you may transfer funds between the Variable Portfolios       
and/or any available Fixed Accounts by telephone (800) 445-7862, through the    
Company's website (www.aig.com/annuities), by U.S. Mail addressed to our        
Annuity Service Center, P.O. Box 15570, Amarillo, Texas 79105-5570 or by        
facsimile. All transfer instructions submitted via facsimile must be sent to    
(818) 615-1543; otherwise they will not be considered received by us. We may    
accept transfers by telephone or the Internet unless you tell us not to on your 
contract application. If your contract was issued in the state of New York, we  
may accept transfers by telephone if you complete and send the Telephone        
Transfer Agreement form to our Annuity Service Center. When receiving           
instructions over the telephone or the Internet, we have procedures to provide  
reasonable assurance that the transactions executed are genuine. Thus, we are   
not responsible for any claim, loss or expense from any error resulting from    
instructions received over the telephone or the Internet. If we fail to follow  
our procedures, we may be liable for any losses due to unauthorized or          
fraudulent instructions.                                                        

We cannot guarantee that we will be able to accept telephone, fax and/or        
internet transfer instructions at all times. Any telephone, fax or computer     
system, whether it is yours, your broker-dealer's, or ours, can experience      
outages or delays for a variety of reasons and may prevent our processing of    
your transfer request. We reserve the right to modify, suspend or terminate     
telephone, fax and/or internet transfer privileges at any time. If telephone,   
fax and/or internet access is unavailable, you must make your transfer request  
in writing by U.S. Mail to our Annuity Service Center.                          

Any transfer request will be priced as of the day it is received by us in Good  
Order if the request is received before Market Close. If the transfer request   
is received after Market Close, the request will be priced as of the next       
business day.                                                                   

Funds already in your contract cannot be transferred into the DCA Fixed         
Accounts.                                                                       

You must transfer at least $100 per transfer. If less than $100 remains in any  
Variable Portfolio or Fixed Account after a transfer, that amount must be       
transferred as well.                                                            

There is no charge for your first 15 transfers. We charge for transfers in      
excess of 15 in any contract year. The fee is $25 for each transfer exceeding   
this limit. Transfers resulting from your participation in the DCA or Automatic 
Asset Rebalancing programs are not counted towards the number of free transfers 
per contract year.                                                              

SHORT-TERM TRADING POLICIES                                                     

We do not want to issue this variable annuity contract to contract owners       
engaged in frequent trading or trading strategies that seek to benefit from     
short-term price fluctuations or price inefficiencies in the Variable           
Portfolios of this product ("Short-Term Trading") and we discourage Short-Term  
Trading as more fully described below. However, we cannot always anticipate if  
a potential contract owner intends to engage in Short-Term Trading. Short-Term  
Trading may create risks that may result in adverse effects on investment       
return of the Underlying Fund in which a Variable Portfolio invests. Such risks 
may include, but are not limited to: (1) interference with the management and   
planned investment strategies of an Underlying Fund; (2) dilution of the        
interests in the Underlying Fund due to practices such as "arbitrage"; and/or   
(3) increased brokerage and administrative costs due to forced and unplanned    
fund turnover. These circumstances may reduce the value of the Variable         
Portfolio. In addition to negatively impacting the Owner, a reduction in        
contract value may also be harmful to Annuitants and/or Beneficiaries.          

We have adopted the following administrative procedures to discourage           
Short-Term Trading which are summarized below.                                  

EFFECTIVE AUGUST 6, 2012, THE SHORT-TERM TRADING POLICY APPLICABLE TO YOUR      
PROSPECTUS CHANGED AS FOLLOWS:                                                  

                                                                [Download Table]

TRADING POLICY BEFORE CHANGE          TRADING POLICY AFTER CHANGE      
                                                                       
 5th transfer in a 6-Month Rolling    15th transfer in 12-Month Rolling
 Period triggers the U.S. Mail        Period triggers the U.S. Mail    
 method of Transfer                   method of Transfer.              

On August 6, 2012 and after, the first 15 transfers in a rolling 12-month       
look-back period (12-Month Rolling Period") can be made by telephone, through   
the Company's website, or in writing by mail or by facsimile. The 15th transfer 
in a 12-Month Rolling Period triggers the U.S. Mail method of transfer.         
Therefore, once you make the 15th transfer in a 12-Month Rolling Period, all    
transfers must be submitted by United States Postal Service first-class mail    
("U.S. Mail") for 12 months from the date of your 15th transfer request         
("Standard U.S. Mail Policy").                                                  

For example, if you made a transfer on August 16, 2013 and within the previous  
twelve months (from August 17, 2012 forward) you made 15 transfers including    
the August 16th transfer, then all transfers made for twelve months after       
August 16, 2013 must be submitted by U.S. Mail (from August 17, 2013 through    
August 16, 2014).                                                               

U.S. Mail includes any postal service delivery method that offers delivery no   
sooner than United States Postal Service first-class mail, as determined in the 
Company's sole discretion. We will not accept transfer requests sent by any     
other medium except U.S. Mail during this 12-month period. Transfer requests    
required to be submitted by U.S. Mail can only be cancelled by a written        
request sent by U.S. Mail with the appropriate paperwork received prior to the  
execution of the transfer.                                                      

All transfers made on the same day prior to Market Close are considered one     
transfer request for purposes of applying the Short-Term Trading policy and     
calculating the number                                                          

22

of free transfers. Transfers resulting from your participation in the DCA or    
Automatic Asset Rebalancing programs are not included for the purposes of       
determining the number of transfers before applying the Standard U.S. Mail      
Policy.                                                                         

We apply the Standard U.S. Mail Policy uniformly and consistently to all        
contract owners except for omnibus group contracts as described below.          

We believe that the Standard U.S. Mail Policy is a sufficient deterrent to      
Short-Term Trading. However, we may become aware of transfer patterns among the 
Variable Portfolios and/or Fixed Accounts which appear to be Short-Term Trading 
or otherwise detrimental to the Variable Portfolios but have not yet triggered  
the limitations of the Standard U.S. Mail Policy described above. If such       
transfer activity comes to our attention, we may require you to adhere to our   
Standard U.S. Mail Policy prior to reaching the specified number of transfers   
("Accelerated U.S. Mail Policy"). To the extent we become aware of Short-Term   
Trading activities which cannot be reasonably controlled solely by the Standard 
U.S. Mail Policy or the Accelerated U.S. Mail Policy, we reserve the right to   
evaluate, in our sole discretion, whether to: (1) impose further limits on the  
size, manner, number and/or frequency of transfers you can make; (2) impose     
minimum holding periods; (3) reject any Purchase Payment or transfer request;   
(4) terminate your transfer privileges; and/or (5) request that you surrender   
your contract. We will notify you in writing if your transfer privileges are    
modified, suspended or terminated. In addition, we reserve the right not to     
accept or otherwise restrict transfers from a third party acting for you and    
not to accept pre-authorized transfer forms.                                    

Some of the factors we may consider when determining whether to accelerate the  
Standard U.S. Mail Policy, reject transfers or impose other conditions on       
transfer privileges include:                                                    

(1)    the number of transfers made in a defined period;              

(2)    the dollar amount of the transfer;                             

    (3)    the total assets of the Variable Portfolio involved in the transfer
        and/or transfer requests that represent a significant portion of
the total assets of the Variable Portfolio;             

 (4)    the investment objectives and/or asset classes of the particular
Variable Portfolio involved in your transfers;          

  (5)    whether the transfer appears to be part of a pattern of transfers
     to take advantage of short-term market fluctuations or market
inefficiencies;                                         

(6)    the history of transfer activity in the contract or in other   
contracts we may offer; and/or                          

 (7)    other activity, as determined by us, that creates an appearance,
      real or perceived, of Short-Term Trading or the possibility of
Short-Term Trading.                                     

Notwithstanding the administrative procedures above, there are limitations on   
the effectiveness of these procedures. Our ability to detect and/or deter       
Short-Term Trading is limited by operational systems and technological          
limitations, as well as our ability to predict strategies employed by contract  
owners (or those acting on their behalf) to avoid detection. We cannot          
guarantee that we will detect and/or deter all Short-Term Trading and it is     
likely that some level of Short-Term Trading will occur before it is detected   
and steps are taken to deter it. To the extent that we are unable to detect     
and/or deter Short-Term Trading, the Variable Portfolios may be negatively      
impacted as described above. Additionally, the Variable Portfolios may be       
harmed by transfer activity related to other insurance companies and/or         
retirement plans or other investors that invest in shares of the Underlying     
Fund. Moreover, our ability to deter Short-Term Trading may be limited by       
decisions by state regulatory bodies and court orders which we cannot predict.  
You should be aware that the design of our administrative procedures involves   
inherently subjective decisions which we attempt to make in a fair and          
reasonable manner consistent with the interests of all Owners of this contract. 
We do not enter into agreements with contract owners whereby we permit or       
intentionally disregard Short-Term Trading.                                     

The Standard and Accelerated U.S. Mail Policies are applied uniformly and       
consistently to contract owners utilizing third party trading                   
services/strategies performing asset allocation services for a number of        
contract owners at the same time. You should be aware that such third party     
trading services may engage in transfer activities that can also be detrimental 
to the Variable Portfolios, including trading relatively large groups of        
contracts simultaneously. These transfer activities may not be intended to take 
advantage of short-term price fluctuations or price inefficiencies. However,    
such activities can create the same or similar risks as Short-Term Trading and  
negatively impact the Variable Portfolios as described above.                   

Omnibus group contracts may invest in the same Underlying Funds available in    
your contract but on an aggregate, not individual basis. Thus, we have limited  
ability to detect Short-Term Trading in omnibus group contracts and the         
Standard U.S. Mail Policy does not apply to these contracts. Our inability to   
detect Short-Term Trading may negatively impact the Variable Portfolios as      
described above.                                                                

WE RESERVE THE RIGHT TO MODIFY THE POLICIES AND PROCEDURES DESCRIBED IN THIS    
SECTION AT ANY TIME. To the extent that we exercise this reservation of rights, 
we will do so uniformly and consistently unless we disclose otherwise.          

UNDERLYING FUNDS' SHORT-TERM TRADING POLICIES                                   

Please note that the Underlying Funds have their own policies and procedures    
with respect to frequent purchases and redemptions of their respective shares   
which may be more or less restrictive than ours. We reserve the right to        
enforce these Underlying Fund policies and procedures, including, but not       
limited to, the right to collect a                                              

23

redemption fee on shares of the Underlying Fund if imposed by such Fund's Board 
of Trustees/Directors. As of the date of this prospectus, none of the           
Underlying Funds impose a redemption fee. We also reserve the right to reject,  
with or without prior notice, any purchase, transfer or allocation into a       
Variable Portfolio if the corresponding Underlying Fund will not accept such    
purchase, transfer or allocation for any reason. The prospectuses for the       
Underlying Funds describe these procedures, which may be different among        
Underlying Funds and may be more or less restrictive than our policies and      
procedures.                                                                     

Under rules adopted by the Securities and Exchange Commission, we also have     
written agreements with the Underlying Funds that obligate us to, among other   
things, provide the Underlying Funds promptly upon request certain information  
about you (e.g., your social security number) and your trading activity. In     
addition, we are obligated to execute instructions from the Underlying Funds to 
restrict or prohibit further purchases or transfers in an Underlying Fund under 
certain circumstances.                                                          

Many investments in the Underlying Funds outside of these contracts are omnibus 
orders from intermediaries such as other separate accounts or retirement plans. 
If an Underlying Fund's policies and procedures fail to successfully detect and 
discourage Short-Term trading, there may be a negative impact to the owners of  
the Underlying Fund. If an Underlying Fund believes that an omnibus order we    
submit may reflect transfer requests from owners engaged in Short-Term Trading, 
the Underlying Fund may reject the entire omnibus order and delay or prevent us 
from implementing your transfer request.                                        

TRANSFERS DURING THE INCOME PHASE                                               

During the Income Phase, only one transfer per month is permitted between the   
Variable Portfolios. No other transfers are allowed during the Income Phase.    
Transfers will be effected for the last NYSE business day of the month in which 
we receive your request for the transfer.                                       

AUTOMATIC ASSET REBALANCING PROGRAM                                             

Market fluctuations may cause the percentage of your investment in the Variable 
Portfolios to differ from your original allocations. Automatic Asset            
Rebalancing typically involves shifting portions of your money into and out of  
investment options so that the resulting allocations are consistent with your   
current investment instructions. Under the Automatic Asset Rebalancing Program, 
you may elect to have your investments in the Variable Portfolios and/or Fixed  
Accounts, if available, periodically rebalanced to return your allocations to   
the percentages given at your last instructions for no additional charge. At    
your request, rebalancing occurs on a quarterly, semiannual or annual basis.    
Transfers resulting from your participation in this program are not counted     
against the number of free transfers per contract year.                         

If you make a transfer, you must provide updated rebalancing instructions. If   
you do not provide new rebalancing instructions at the time you make such       
transfer, we will change your ongoing rebalancing instructions to reflect the   
percentage allocations among the new Variable Portfolios and/or Fixed Accounts, 
if available, resulting from your transfer which will replace any previous      
rebalancing instructions you may have provided ("Default Rebalancing            
Instructions"). You may change any applicable Default Rebalancing Instructions  
at any time by contacting the Annuity Service Center.                           

If you elect an optional Living Benefit, we will automatically enroll you in    
the Automatic Asset Rebalancing Program with quarterly rebalancing. If at any   
point, for any reason, your rebalancing instructions would result in            
allocations inconsistent with the investment requirements, we will revert to    
the last compliant instructions on file. In addition, any amount of your        
investment allocated to the Secure Value Account cannot be rebalanced. PLEASE   
SEE OPTIONAL LIVING BENEFITS BELOW.                                             

Upon notification of your death, we will terminate the Automatic Asset          
Rebalancing Program unless your Beneficiary instructs us otherwise. However,    
automatic asset rebalancing will continue if it is a requirement of an optional 
living benefit that remains in effect pursuant to your Spousal Beneficiary's    
election of Spousal Continuation.                                               

WE RESERVE THE RIGHT TO MODIFY, SUSPEND OR TERMINATE THE AUTOMATIC ASSET        
REBALANCING PROGRAM AT ANY TIME AND WE WILL NOTIFY YOU IF WE EXERCISE THAT      
RIGHT.                                                                          

VOTING RIGHTS                                                                   

The Company is the legal owner of the Trusts' shares. However, when an          
Underlying Fund solicits proxies in conjunction with a shareholder vote, we     
must obtain your instructions on how to vote those shares. We vote all of the   
shares we own in proportion to your instructions. This includes any shares we   
own on our own behalf. As a result of this proportionate voting, the vote of a  
small number of contract owners can determine the outcome of a vote. Should we  
determine that we are no longer required to vote in the manner described above, 
we will vote the shares in                                                      
our own right.                                                                  

--------------------------------------------------------------------------------
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ACCESS TO YOUR MONEY
--------------------------------------------------------------------------------
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You can access money in your contract by making a systematic, partial, or total 
withdrawal (surrender), and/or by receiving annuity income payments during the  
Income Phase. PLEASE SEE ANNUITY INCOME OPTIONS BELOW. Any request for          
withdrawal will be priced as of the day it is received by us in Good Order at   
the Annuity Service Center, if the request is received before Market Close. If  
the request for withdrawal is received after Market Close, the request will be  
priced as of the next business day.                                             

24

We deduct a withdrawal charge applicable to any partial or total withdrawal     
made before the end of the withdrawal charge period.                            

If you have elected an Optional Living Benefit and you take the Maximum Annual  
Withdrawal Amount, you may still take an additional amount under the Free       
Withdrawal provision without incurring a withdrawal charge. However, that       
additional amount will be treated as an Excess Withdrawal for purposes of       
calculating your Income Base and future income payments. PLEASE SEE OPTIONAL    
LIVING BENEFITS BELOW.                                                          

FREE WITHDRAWAL AMOUNT                                                          

Your contract provides for a free withdrawal amount each year. A free           
withdrawal amount, as defined below, is the portion of your contract that we    
allow you to take out each year without being charged a withdrawal charge at    
the time of the withdrawal if it is taken during the withdrawal charge period.  
The free withdrawal amount does not reduce the basis used to calculate future   
annual free withdrawals and withdrawal charges. AS A RESULT, IF YOU SURRENDER   
YOUR CONTRACT IN THE FUTURE WHILE WITHDRAWAL CHARGES ARE STILL APPLICABLE, YOU  
WILL NOT RECEIVE THE BENEFIT OF ANY PREVIOUS FREE WITHDRAWALS UPON A FULL       
SURRENDER FOR THE PURPOSE OF CALCULATING THE WITHDRAWAL CHARGE.                 

Withdrawals of Purchase Payments made prior to the end of the withdrawal charge 
schedule that are in excess of your free withdrawal amount will result in a     
withdrawal charge. Before purchasing this contract, you should consider the     
effect of withdrawal charges on your investment if you need to withdraw more    
money than the annual free withdrawal amount during the withdrawal charge       
period. You should fully discuss this decision with your financial              
representative.                                                                 

When you make a partial withdrawal, we deduct it from any remaining annual free 
withdrawal amount first, next from remaining Purchase Payments on a first-in,   
first-out basis, and then from any remaining contract value. This means that    
you can also access your Purchase Payments that are no longer subject to        
withdrawal charges before those Purchase Payments that are still subject to     
withdrawal charges.                                                             

Your annual free withdrawal amount is the greater of:                           

   1)     10% of remaining Purchase Payments not yet withdrawn each contract
year, and still subject to withdrawal charges; or       

2)     The Maximum Annual Withdrawal Amount not yet withdrawn each    
contract year, if you elected a Living Benefit.         

If you are taking required minimum distributions ("RMD") applicable to this     
contract only, current Company practice is to waive any withdrawal charges      
applicable to those withdrawals.                                                

The annual amounts withdrawn free of a withdrawal charge do not reduce the      
amount you invested for purposes of calculating the withdrawal charges (total   
Purchase Payments still subject to withdrawal charges). As a result, if you     
surrender your contract in the future while withdrawal charges are still        
applicable, any previous annual free withdrawal amount in the current contract  
year would then be subject to applicable withdrawal charges. Purchase Payments  
that are no longer subject to a withdrawal charge and not previously withdrawn  
may also be withdrawn free of a withdrawal charge at any time. If, in any       
contract year, you choose to take less than the full 10% free withdrawal        
amount, as described above, or the Maximum Annual Withdrawal Amount, if allowed 
under the Living Benefit you elected, then you may not carry over the unused    
amount as an annual free withdrawal in subsequent years.                        

We calculate charges upon surrender of the contract on the day after we receive 
your request and your contract. We return to you your contract value less any   
applicable fees and charges.                                                    

The withdrawal charge percentage is determined by the number of years the       
Purchase Payment has been in the contract at the time of the withdrawal. PLEASE 
SEE EXPENSES BELOW. For the purpose of calculating the withdrawal charge if you 
are surrendering your contract, any prior free withdrawal amount in the current 
contract year is not subtracted from the total Purchase Payments still subject  
to withdrawal charges.                                                          

For example, you make an initial Purchase Payment of $100,000. For purposes of  
this example we will assume a 0% growth rate over the life of the contract, no  
subsequent Purchase Payments and no election of optional features. In contract  
year 2, you take out your maximum free withdrawal of $10,000. After that free   
withdrawal your contract value is $90,000. In the 3rd contract year, you        
request a total withdrawal of your contract. We will apply the following        
calculation:                                                                    

A-(B x C)=D, where:                                                             

A=  Your contract value at the time of your request for withdrawal    
($90,000)                                                     

B=  The amount of your Purchase Payments still subject to withdrawal  
charge ($100,000)                                             

C=  The withdrawal charge percentage applicable to the age of each    
  Purchase Payment (assuming 6% is the applicable percentage) [B x
C=$6,000]                                                     

D=  Your full contract value ($84,000) available for total withdrawal 

If you surrender your contract, we may also deduct any premium taxes, if        
applicable. PLEASE SEE EXPENSES BELOW.                                          

Under most circumstances, the minimum amount you can withdraw is $1,000. We     
require that the value left in any Variable Portfolio or available Fixed        
Account be at least $100 after the withdrawal, and your total contract value    

25

must be at least $2,500. The request for withdrawal must be in writing and sent 
to the Annuity Service Center. For withdrawals of $500,000 and more, you are    
required to include a signature guarantee issued by your broker-dealer which    
verifies the validity of your signature. Unless you provide us with different   
instructions, partial withdrawals will be made proportionately from each        
Variable Portfolio and the Fixed Account in which you are invested. In the      
event that a proportionate partial withdrawal would cause the value of any      
Variable Portfolio or Fixed Account investment to be less than $100, we will    
contact you to obtain alternate instructions on how to structure the            
withdrawal.                                                                     

Withdrawals made prior to age 59 1/2 may result in a 10% IRS penalty tax.       
PLEASE SEE TAXES BELOW. Under certain Qualified plans, access to the money in   
your contract may be restricted.                                                

We may be required to suspend or postpone the payment of a withdrawal for any   
period of time when: (1) the NYSE is closed (other than a customary weekend and 
holiday closings); (2) trading with the NYSE is restricted; (3) an emergency    
exists such that disposal of or determination of the value of shares of the     
Variable Portfolios is not reasonably practicable; (4) the SEC, by order, so    
permits for the protection of contract owners.                                  

Additionally, we reserve the right to defer payments for a withdrawal from a    
Fixed Account for up to six months.                                             

SYSTEMATIC WITHDRAWAL PROGRAM                                                   

During the Accumulation Phase, you may elect to receive periodic withdrawals    
under the Systematic Withdrawal program for no additional charge. Under the     
program, you may choose to take monthly, quarterly, semi-annual or annual       
payments from your contract. Electronic transfer of these withdrawals to your   
bank account is also available. The minimum amount of each withdrawal is $100.  
There must be at least $2,500 remaining in your contract at all times, or       
withdrawals may be discontinued. Withdrawals may be taxable and a 10% federal   
penalty tax may apply if you are under age 59 1/2. A withdrawal charge may      
apply if the amount of the periodic withdrawals in any year exceeds the free    
withdrawal amount permitted each year. PLEASE SEE ACCESS TO YOUR MONEY ABOVE    
AND SEE EXPENSES BELOW.                                                         

Please contact our Annuity Service Center which can provide the necessary       
enrollment forms.                                                               

Upon notification of your death, we will terminate the Systematic Withdrawal    
program unless your Beneficiary instructs us otherwise.                         

WE RESERVE THE RIGHT TO MODIFY, SUSPEND OR TERMINATE THE SYSTEMATIC WITHDRAWAL  
PROGRAM AT ANY TIME AND WE WILL NOTIFY YOU IF WE EXERCISE THAT RIGHT.           

NURSING HOME WAIVER                                                             

If you are confined to a nursing home for 60 days or longer, we may waive the   
withdrawal charge on certain withdrawals prior to the Annuity Date. The waiver  
applies only to withdrawals made during the confinement period while you are in 
a nursing home or within 90 days after you leave the nursing home. You cannot   
use this waiver during the first 90 days after your contract is issued. In      
addition, the confinement period for which you seek the waiver must begin after 
you purchase your contract. We will only waive the withdrawal charges on        
withdrawals or surrenders paid directly to the contract owner, and not to a     
third party or other financial services company.                                

In order to use this waiver, you must submit with your withdrawal request to    
the Annuity Service Center, the following documents: (1) a doctor's note        
recommending admittance to a nursing home; (2) an admittance form which shows   
the type of facility you entered; and (3) a bill from the nursing home which    
shows that you met the 60-day confinement requirement. PLEASE SEE THE STATE     
CONTRACT AVAILABILITY AND/OR VARIABILITY APPENDIX BELOW FOR STATE SPECIFIC      
INFORMATION REGARDING THE AVAILABILITY OF THE NURSING HOME WAIVER.              

MINIMUM CONTRACT VALUE                                                          

Where permitted by state law, we may terminate your contract if your contract   
value is less than $2,500 as a result of withdrawals and/or fees and charges.   
We will provide you with 60 days written notice that your contract is being     
terminated. At the end of the notice period, we will distribute the contract's  
remaining value to you.                                                         

If you elected an optional Living Benefit, withdrawals taken under the          
parameters of the feature that reduce contract value below the minimum contract 
value will not terminate your contract. PLEASE SEE OPTIONAL LIVING BENEFITS     
BELOW.                                                                          

QUALIFIED CONTRACT OWNERS                                                       

Certain Qualified plans restrict and/or prohibit your ability to withdraw money 
from your contract. PLEASE SEE TAXES                                            
BELOW for a more detailed explanation.                                          

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
OPTIONAL LIVING BENEFITS
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

OVERVIEW OF LIVING BENEFITS                                                     

The optional Living Benefits are designed to help you create a guaranteed       
income stream based on a series of withdrawals you may take from your contract  
that may last as long as you live, or as long as you and your spouse live. As   
long as you take these withdrawals within the parameters of the Living Benefit, 
you may receive a guaranteed income stream for life even if the entire contract 
value has been reduced to zero. Alternatively, you should                       

26

know that you may also receive annuity income payments for life if you          
annuitize your contract. PLEASE SEE ANNUITY INCOME OPTIONS BELOW.               

You may elect one of the optional Living Benefits, all of which are guaranteed  
minimum withdrawal benefits, for an additional fee. Living Benefits may offer   
protection in the event your contract value declines due to unfavorable         
investment performance, certain withdrawal activity, if you live longer than    
expected or any combination of these factors. You may never need to rely on     
this protection as the benefit's value is dependent on your contract's          
performance, your withdrawal activity and your longevity. Though the optional   
Living Benefits offer additional protections, the additional fee associated     
with the benefits has the impact of reducing the net investment return.         

Please read carefully the more detailed description of each Living Benefit      
following the summary for information regarding how the benefit works, its      
availability, applicable restrictions, fees and additional considerations. YOU  
SHOULD CONSIDER EACH LIVING BENEFIT THOROUGHLY AND UNDERSTAND IT COMPLETELY     
BEFORE DECIDING TO ELECT A LIVING BENEFIT.                                      

Below is a summary of the key features of the two optional Living Benefits      
offered in your contract followed by a glossary of defined terms used to        
describe the Living Benefits.                                                   

POLARIS INCOME PLUS(R) offers guaranteed lifetime income plus the opportunity   
to increase income by locking in the greater of either the contract's highest   
Anniversary Value, or an annual Income Credit. If you elect Polaris Income      
Plus, you may choose from Income Options 1, 2 or 3.                             

The annual 6% Income Credit is an amount we may add to the Income Base each     
year for the first 12 Benefit Years. The 6% Income Credit is reduced but not    
eliminated in any Benefit Year in which cumulative withdrawals are less than 6% 
of the Income Base and not greater than the Maximum Annual Withdrawal Amount    
applicable to the income option you elected, thereby providing a guarantee that 
income can increase during the first 12 years even after starting withdrawals.  
After the first 12 years, only the highest Anniversary Value increase may be    
available. In addition, if you do not take any withdrawals during the first 12  
years, you will be eligible for the Minimum Income Base on the 12th Benefit     
Year Anniversary. The Minimum Income Base is equal to 200% of the first Benefit 
Year's Eligible Purchase Payments.                                              

POLARIS INCOME BUILDER(R) offers guaranteed lifetime income and the opportunity 
to increase income by locking in the greater of either the contract's highest   
Anniversary Value, or an annual Income Credit.                                  

The annual 6% Income Credit is an amount we may add to the Income Base each     
year for the first 12 Benefit Years. The 6% Income Credit is only available in  
years when no withdrawals are taken. After the first 12 years, only the highest 
Anniversary Value increase may be available. In addition, if you do not take    
any withdrawals during the first 12 years, you will be eligible for the Minimum 
Income Base on the 12th Benefit Year Anniversary. The Minimum Income Base is    
equal to 200% of the first Benefit Year's Eligible Purchase Payments.           

GENERAL INFORMATION APPLICABLE TO ALL LIVING BENEFITS                           

You must invest in accordance with investment requirements outlined below.      

Living Benefits may not be appropriate if you plan to make ongoing Purchase     
Payments, such as with contributory IRA's or other tax-qualified plans. The     
Living Benefits guarantee that only certain Purchase Payments received during   
the first contract year are included in the Income Base.                        

These optional Living Benefits are designed for individuals and spouses. Thus,  
if a contract is jointly owned by non-spousal joint Owners (which can include   
Domestic Partners) and either Owner dies, the surviving Owner must make an      
election in accordance with the death benefit provisions of the contract in     
compliance with the IRC, which terminates the Living Benefit. PLEASE SEE DEATH  
BENEFITS BELOW. Accordingly, the surviving Owner may not receive the full       
benefit of the Living Benefit.                                                  

Any withdrawals taken may be subject to a 10% IRS tax penalty if you are under  
age 59 1/2 at the time of the withdrawal. For information about how the Living  
Benefit is treated for income tax purposes, you should consult a qualified tax  
advisor concerning your particular circumstances. In addition, if you have a    
Qualified contract, tax law and the terms of the plan may restrict withdrawal   
amounts.                                                                        

LIVING BENEFIT DEFINED TERMS                                                    

ANNIVERSARY VALUE                                                               
The contract value on any Benefit Year Anniversary minus any Ineligible         
Purchase Payments (defined below). The Continuation Contribution, if            
applicable, is included in the calculation of Anniversary Values. PLEASE SEE    
SPOUSAL CONTINUATION BELOW.                                                     

BENEFIT EFFECTIVE DATE                                                          
The date the Living Benefit is elected. The Benefit Effective Date is the same  
as the contract issue date.                                                     

BENEFIT QUARTER                                                                 
Each consecutive 3 month period starting on the Benefit Effective Date.         

BENEFIT QUARTER ANNIVERSARY                                                     
The date following each consecutive 3 month period starting on the Benefit      
Effective Date. If the next Benefit Quarter Anniversary has no corresponding    
date, then the Benefit Quarter Anniversary will be deemed to be the following   
day.                                                                            

BENEFIT YEAR                                                                    
Each consecutive one year period starting on the Benefit Effective Date.        

27

BENEFIT YEAR ANNIVERSARY                                                        
The date on which each Benefit Year begins.                                     

CONTRACT YEAR                                                                   
Each consecutive one year period starting on the contract issue date.           

COVERED PERSON(S)                                                               
The person, or persons, whose lifetime withdrawals are guaranteed under the     
Living Benefit.                                                                 

ELIGIBLE PURCHASE PAYMENTS                                                      
Eligible Purchase Payments are 100% of the Purchase Payments made in the first  
contract year and are included in the calculation of the Income Base and the    
Income Credit Base. The calculation of Eligible Purchase Payments does not      
include Income Credits or the Continuation Contribution, if applicable.         
However, the Continuation Contribution, if applicable, is included in the       
calculation of Anniversary Values. Total Purchase Payments are limited to the   
Purchase Payments Limit without prior Company approval.                         

EXAMPLE: If you made a $100,000 Purchase Payment in contract year 1, the total  
maximum Eligible Purchase Payment is $100,000. Eligible Purchase Payments will  
not include additional Purchase Payments made in contract years 2 and after.    

EXCESS WITHDRAWAL                                                               
Any withdrawal, or portion of a withdrawal, that is taken in a Benefit Year     
which exceeds the maximum amount that may be withdrawn each Benefit Year        
without reducing the Income Base and Income Credit Base, if applicable. This    
withdrawal may include, but is not limited to, any withdrawal in a Benefit Year 
taken after the maximum amount allowed. An Excess Withdrawal will cause the     
Income Base, Income Credit Base, if applicable, and the Maximum Annual          
Withdrawal Amount to be recalculated.                                           

INCOME BASE                                                                     
The Income Base is used to determine the fee and the maximum amount that may be 
withdrawn each Benefit Year without reducing the Income Base and Income Credit  
Base, if applicable. The Income Base is also used to determine the amount paid  
each year over the remaining lifetime of the Covered Person(s) after the        
contract value is reduced to zero.                                              

INCOME CREDIT                                                                   
An amount that may be added to the Income Base during the Income Credit Period  
as shown in the following table:                                                

                                                                [Download Table]

                        INCOME CREDIT                                      
   OPTIONAL        (AS A PERCENTAGE OF THE                INCOME           
LIVING BENEFIT       INCOME CREDIT BASE)            CREDIT AVAILABILITY    
                                                                           
Polaris                      6%               Available during the first 12
Income Plus                                    Benefit Years -- the Income 
                                                Credit is REDUCED in years 
                                                  withdrawals are taken    
Polaris                      6%               Available during the first 12
Income                                         Benefit Years -- the Income 
Builder                                       Credit is ELIMINATED in years
                                                 any withdrawal is taken   

INCOME CREDIT BASE                                                              
The Income Credit Base is used solely as a basis for calculating the Income     
Credit during the Income Credit Period.                                         

INCOME CREDIT PERIOD                                                            
The period of time over which we calculate the Income Credit, which is the      
first 12 Benefit Years.                                                         

INELIGIBLE PURCHASE PAYMENTS                                                    
Purchase Payments received after the 1st contract year, as discussed under      
"ELIGIBLE PURCHASE PAYMENTS" above.                                             

INVESTMENT REQUIREMENTS                                                         
We will allocate a certain percentage of every Purchase Payment and             
Continuation Contribution, if any, to the Secure Value Account. The remaining   
amount of every Purchase Payment and Continuation Contribution, if any, must be 
allocated by you in accordance with the investment options outlined below.      

MAXIMUM ANNUAL WITHDRAWAL AMOUNT                                                
The maximum amount that may be withdrawn each Benefit Year while the contract   
value is greater than zero without reducing the Income Base and the Income      
Credit Base, if applicable.                                                     

MAXIMUM ANNUAL WITHDRAWAL PERCENTAGE                                            
The percentage used to determine the Maximum Annual Withdrawal Amount available 
for withdrawal each Benefit Year while the contract value is greater than zero. 

MINIMUM INCOME BASE                                                             
The guaranteed minimum amount equal to 200% of the first Benefit Year's         
Eligible Purchase Payments to which the Income Base will be increased on the    
12th Benefit year Anniversary provided no withdrawals are taken before the 12th 
Benefit Year Anniversary.                                                       

PROTECTED INCOME PAYMENT                                                        
The amount to be paid each year over the remaining lifetime of the Covered      
Person(s) after the contract value is reduced to zero but the Income Base is    
still greater than zero or if the Latest Annuity Date has been reached.         

PROTECTED INCOME PAYMENT PERCENTAGE                                             
The percentage used to determine the Protected Income Payment.                  

POLARIS INCOME PLUS AND POLARIS INCOME BUILDER                                  

How do Polaris Income Plus and Polaris Income Builder work?                     

Both Living Benefits lock in the greater of two values to determine the Income  
Base. The Income Base is the basis for the Covered Person(s)' guaranteed        
lifetime benefit which must be taken in a series of withdrawals. The Income     
Base is initially equal to the first Eligible Purchase Payment. While the       
Income Base is greater than zero, the Income Base is automatically locked in on 
each Benefit Year                                                               

28

Anniversary, to the greater of (1) the highest Anniversary Value, or (2) the    
current Income Base increased by any available Income Credit.                   

There is an additional guarantee if you do not take any withdrawals before the  
12th Benefit Year Anniversary, the Income Base will be at least 200% of your    
first Benefit Year's Eligible Purchase Payments ("Minimum Income Base"). PLEASE 
SEE "HOW CAN THE INCOME BASE AND INCOME CREDIT BASE BE INCREASED?" BELOW.       

What determines the amount I can receive each year?                             

The amount that you receive depends on which Living Benefit you have elected,   
the income option you have elected, whether there are one or two Covered        
Person(s), the age of the Covered Person(s) at the time of the first withdrawal 
and whether your contract value is greater than or equal to zero. You must      
choose a feature and income option, if applicable, at the time you purchase     
your contract and your election may not be changed thereafter. Please see the   
table below for the income options available to you. If you purchased your      
contract through certain broker-dealers, all income options may not be          
available to you.                                                               

While the contract value is greater than zero, the Maximum Annual Withdrawal    
Percentage represents the percentage of your Income Base used to calculate the  
Maximum Annual Withdrawal Amount that you may withdraw each Benefit Year        
without decreasing your Income Base or Income Credit Base, if applicable. The   
Maximum Annual Withdrawal Percentage differs depending on whether there are one 
or two Covered Person(s), the age of the Covered Person(s) at the time of first 
withdrawal and the income option elected.                                       

If your contract value has been reduced to zero or the Latest Annuity Date is   
reached, the Protected Income Payment Percentage represents the percentage of   
your Income Base used to calculate the Protected Income Payment that you will   
receive each year over the remaining lifetime of the Covered Person(s). The     
Protected Income Payment Percentage differs depending on (1) the income option  
you elected, (2) whether there are one or two Covered Person(s), (3) the age of 
the Covered Person(s) at the time of the first withdrawal and (4) for those     
taking withdrawals before age 65, if applicable under the income option         
elected, whether a highest Anniversary Value is attained after the Covered      
Person(s)' 65th birthday. PLEASE SEE "WHAT HAPPENS IF THE CONTRACT VALUE IS     
REDUCED TO ZERO WHILE THE INCOME BASE IS GREATER THAN ZERO?" AND "WHAT HAPPENS  
TO MY LIVING BENEFIT UPON THE LATEST ANNUITY DATE?" BELOW.                      

29

                                                        [Enlarge/Download Table]

                                                POLARIS           POLARIS         POLARIS  
        NUMBER OF COVERED PERSONS             INCOME PLUS       INCOME PLUS     INCOME PLUS
        AND AGE OF COVERED PERSON               INCOME            INCOME          INCOME   
          AT FIRST WITHDRAWAL*                 OPTION 1          OPTION 2        OPTION 3  
                                                                                           
One Covered Person (Age 64 and Younger)    4.0%  /  3.0%**   4.0%  /  3.0%**  2.5%  /  2.5%
One Covered Person (Age 65 and Older)       4.5%  /  4.0%     5.5%  /  3.0%   3.5%  /  3.5%
Two Covered Persons (Age 64 and Younger)  3.5%  /  3.0%***  3.5%  /  3.0%***  2.0%  /  2.0%
Two Covered Persons (Age 65 and Older)      4.0%  /  4.0%     5.0%  /  3.0%   2.5%  /  2.5%

                                                                [Download Table]

       NUMBER OF COVERED PERSONS                         
       AND AGE OF COVERED PERSON           POLARIS INCOME
         AT FIRST WITHDRAWAL*                 BUILDER    
                                                         
One Covered Person (Age 65 and Older)      4.0%  /  4.0% 
Two Covered Persons (Age 65 and Older)     3.5%  /  3.5% 

THE FIRST PERCENTAGE REPRESENTS THE MAXIMUM ANNUAL WITHDRAWAL 
      PERCENTAGE AND THE SECOND PERCENTAGE REPRESENTS THE PROTECTED INCOME
PAYMENT PERCENTAGE FOR EACH OF THE OPTIONS SHOWN.             
      *     If there is One Covered Person but there are joint Owners, the
         Covered Person is the older Owner. If there are Two Covered
             Persons, the age at first withdrawal is based on the age of the
younger of Two Covered Persons.                   
      **    If One Covered Person is elected, the Protected Income Payment
         Percentage is 4.0% if the Income Base is increased to a new
             highest Anniversary Value on or after the Covered Person's 65th
birthday.                                         
        ***   If Two Covered Persons are elected, the Protected Income Payment
         Percentage is 4.0% if the Income Base is increased to a new
       highest Anniversary Value on or after the younger Covered
Person's 65th birthday.                           

We reserve the right to modify the rates referenced above at any time for       
prospectively issued contracts.                                                 

Are there investment requirements if I elect a Living Benefit?                  

Yes, you must allocate your assets, including Purchase Payments and the         
Continuation Contribution, if any, to a combination of the Secure Value Account 
and Variable Portfolios as detailed below.                                      

With respect to amounts allocated to the Secure Value Account, the crediting    
interest rate will never be less than the guaranteed minimum interest rate      
specified in your contract. The crediting interest rate, once established, will 
not change for each allocation to the Secure Value Account for the duration of  
the guarantee period. The guarantee period for the Secure Value Account is a    
one year period that automatically renews every year from the date of each      
allocation to the Secure Value Account, unless the living benefit has been      
cancelled. Each allocation to the Secure Value Account may have different       
crediting interest rates. You may not reallocate your money in the Secure Value 
Account to a DCA or Fixed Account, if available or to the Variable Portfolios   
at any time unless the Living Benefit is cancelled.                             

You may use available DCA Fixed Accounts to invest your target allocations in   
accordance with the investment requirements.                                    

INVESTMENT REQUIREMENTS FOR POLARIS INCOME PLUS INCOME OPTION 1, 2 OR 3 AND     
POLARIS INCOME BUILDER                                                          

If you elect Polaris Income Plus Income Option 1, 2 or 3 or Polaris Income      
Builder, you must allocate your assets in accordance with A, B or C:            

                                                                [Download Table]
                                                                      
A   20% Secure      40% SunAmerica Dynamic Allocation Portfolio; and  
    Value Account   40% SunAmerica Dynamic Strategy Portfolio         
B   20% Secure      30% SunAmerica Dynamic Allocation Portfolio;      
    Value Account   30% SunAmerica Dynamic Strategy Portfolio;        
                    6% VCP Managed Asset Allocation SAST Portfolio;   
                    7% VCP Total Return Balanced Portfolio; and       
                    7% VCP Value Portfolio                            
C   20% Secure      Up to 80% in one or more of the following Variable
    Value Account   Portfolios, except as otherwise noted:            
                    Cash Management                                   
                    Corporate Bond                                    
                    Global Bond                                       
                    Government and Quality Bond                       
                    Real Return                                       
                    SA JPMorgan MFS Core Bond Portfolio               
                    SunAmerica Dynamic Allocation Portfolio*          
                    SunAmerica Dynamic Strategy Portfolio*            
                    VCP Managed Asset Allocation SAST Portfolio*      
                    VCP Total Return Balanced Portfolio*              
                    * You may invest up to a maximum of 10% in each   
                    of these Variable Portfolios.                     

How do my investment requirements impact my feature and contract?               

Before you elect a Living Benefit, you and your financial representative should 
carefully consider whether the investment requirements associated with the      
Living Benefits meet your investment objectives and risk tolerance.             

The investment requirements may reduce the need to rely on the guarantees       
provided by these Living Benefits because they allocate your investment across  
asset classes and                                                               

30

potentially limit exposure to market volatility. As a result, you may have      
better, or worse, investment returns by allocating your investments more        
aggressively.                                                                   

Your allocation instructions must comply with the investment requirements,      
described above, for the amount not invested in the Secure Value Account        
accompanying any Purchase Payment as well as your target allocations if you     
invest in a DCA Fixed Account in order for your application or subsequent       
Purchase Payment(s) allocation instructions to be considered in Good Order. You 
may not transfer any amounts between the Secure Value Account and the Variable  
Portfolios or DCA Fixed Accounts. The Secure Value Account may not be used as a 
target account if you are using the DCA program to comply with investment       
requirements. You may not request any specific amount of any withdrawal to be   
deducted solely from the Secure Value Account. Rather, any withdrawal reduces   
the amount invested in the Secure Value Account in the same proportion that the 
withdrawal reduces the contract value.                                          

We reserve the right to change the investment requirements at any time for      
prospectively issued contracts. We may also revise the investment requirements  
for any existing contract to the extent that Variable Portfolios are added,     
deleted, substituted, merged or otherwise reorganized. We will promptly notify  
you of any changes to the investment requirements due to deletions,             
substitutions, mergers or reorganizations of the investment options.            

REBALANCING AND INVESTMENT REQUIREMENTS                                         

We will automatically enroll you in the Automatic Asset Rebalancing Program     
with quarterly rebalancing. If rebalancing instructions are not provided, we    
will align your rebalancing allocations with your Purchase Payment allocation   
instructions, or if using a DCA Fixed Account, your target DCA instructions. We 
require quarterly rebalancing because market performance and transfer and       
withdrawal activity may result in your contract's allocations going outside     
these requirements. Quarterly rebalancing will ensure that your allocation will 
continue to comply with the investment requirements for this feature.           

Automatic transfers and/or systematic withdrawals will not result in            
rebalancing before the next automatic quarterly rebalancing occurs. The day     
following any transfer or withdrawal you initiate, we will rebalance in         
accordance with your most current and compliant Automatic Asset Rebalancing     
instructions on file. If you do not provide new rebalancing instructions at the 
time you initiate a transfer, we will update your ongoing rebalancing           
instructions to reflect the percentage allocations resulting from that transfer 
("Default Rebalancing Instructions") which will replace any previous            
rebalancing instructions you may have provided.                                 

If at any point, for any reason, your rebalancing instructions would result in  
allocations inconsistent with the investment requirements, we will revert to    
the last compliant instructions on file. You can modify your rebalancing        
instructions, as long as they are consistent with the investment requirements,  
at any time by calling the Annuity Service Center. PLEASE SEE AUTOMATIC ASSET   
REBALANCING PROGRAM ABOVE.                                                      

We will not rebalance amounts in the Secure Value Account or DCA Fixed Accounts 
under the Automatic Asset Rebalancing Program.                                  

What are the factors used to calculate Polaris Income Plus and Polaris Income   
Builder?                                                                        

The benefit offered by Polaris Income Plus and Polaris Income Builder is        
calculated by considering the factors described below.                          

FIRST, we determine the ELIGIBLE PURCHASE PAYMENTS. It is important to note     
that only Purchase Payments made during the first contract year are taken into  
consideration in determining the Eligible Purchase Payments. If you anticipate  
that you will be making Purchase Payments after the first contract year, you    
should know that those Purchase Payments will not be included in the            
calculation of the Eligible Purchase Payments and Anniversary Values.           

SECOND, we consider the INCOME CREDIT PERIOD. The Income Credit Period is the   
period of time over which we calculate the Income Credit. The Income Credit     
Period begins on the Benefit Effective Date and ends 12 years later.            

THIRD, we determine the ANNIVERSARY VALUE which equals your contract value on   
any Benefit Year Anniversary minus any Ineligible Purchase Payments. The        
highest Anniversary Value is the current Anniversary Value that is greater than 
(1) all previous Anniversary Values; and (2) Eligible Purchase Payments.        

FOURTH, we determine the INCOME BASE which initially is equal to the first      
Eligible Purchase Payment. The Income Base is increased by each subsequent      
Eligible Purchase Payment, and is reduced proportionately for Excess            
Withdrawals. If you do not take any withdrawals before the 12th Benefit Year    
Anniversary, the Income Base will be increased to at least the MINIMUM INCOME   
BASE on the 12th Benefit Year Anniversary. The Minimum Income Base is equal to  
200% of your first Benefit Year's Eligible Purchase Payments.                   

FIFTH, we determine the INCOME CREDIT BASE which is used solely as a basis for  
calculating the Income Credit during the Income Credit Period. The initial      
Income Credit Base is equal to the first Eligible Purchase Payment. The Income  
Credit Base is increased by each subsequent Eligible Purchase Payment, and is   
reduced proportionately for Excess Withdrawals.                                 

SIXTH, we determine the INCOME CREDIT.                                          

If you elect POLARIS INCOME PLUS, the Income Credit is equal to 6% ("Income     
Credit Percentage") of the Income Credit Base on each Benefit Year Anniversary  
during the Income Credit Period. The Income Credit Percentage is                

31

REDUCED BUT NOT ELIMINATED in any Benefit Year in which cumulative withdrawals  
during the preceding Benefit Year are less than 6% of the Income Base and not   
greater than the Maximum Annual Withdrawal Amount applicable to the income      
option you elected.                                                             

For example, if you elected Polaris Income Plus Income Option 1 for one Covered 
Person and take cumulative withdrawals that are equal to 4% of the Income Base  
in the preceding Benefit Year, the Income Credit Percentage on the Benefit Year 
Anniversary is reduced from 6% to 2%. However, if you take cumulative           
withdrawals in the preceding Benefit Year that are equal to or greater than the 
Maximum Annual Withdrawal Amount applicable to the income option you elected,   
the Income Credit Percentage for that Benefit Year Anniversary is equal to      
zero. For example, if you elected two Covered Persons and take cumulative       
withdrawals that are equal to 6.6% of the Income Base in the preceding Benefit  
Year, the Income Credit Percentage on the Benefit Year Anniversary is reduced   
to zero because the withdrawal is in excess of the Maximum Annual Withdrawal    
Amount applicable to two Covered Persons.                                       

If you elect POLARIS INCOME BUILDER, the Income Credit is equal to 6% of the    
Income Credit Base, on each Benefit Year Anniversary during the Income Credit   
Period. The Income Credit may only be added to the Income Base if NO            
WITHDRAWALS ARE TAKEN in a Benefit Year. For example, if you take a withdrawal  
in Benefit Year 2, you will not be eligible for an Income Credit to be added to 
your Income Base on your second Benefit Year Anniversary; however, if you do    
not take a withdrawal in Benefit Year 3, you will be eligible for an Income     
Credit to be added to your Income Base on your third Benefit Year Anniversary.  

SEVENTH, we determine the MAXIMUM ANNUAL WITHDRAWAL PERCENTAGE, which           
represents the maximum percentage of the Income Base that can be withdrawn each 
Benefit Year while the contract value is greater than zero, without reducing    
the Income Base and the Income Credit Base, if applicable. If your contract     
value is reduced to zero but your Income Base is greater than zero, the         
PROTECTED INCOME PAYMENT PERCENTAGE represents the percentage of the Income     
Base you will receive each Benefit Year thereafter until the death of the       
Covered Person(s).                                                              

The Maximum Annual Withdrawal Percentage and Protected Income Payment           
Percentage are determined by three factors: 1) whether there is one or two      
Covered Person(s); 2) the age of the Covered Person(s) at the time of first     
withdrawal; and 3) the income option elected. Additionally, if applicable to    
the income option you elect, the Protected Income Payment Percentage may differ 
depending on whether withdrawals are taken before age 65 and if a new highest   
Anniversary Value is achieved on or after the Covered Person(s) 65th birthday.  

Please see the table under "WHAT DETERMINES THE AMOUNT I CAN RECEIVE EACH       
YEAR?" above for the applicable Maximum Annual Withdrawal Percentage and        
Protected Income Payment Percentage.                                            

EIGHTH, we determine the MAXIMUM ANNUAL WITHDRAWAL AMOUNT, which represents the 
maximum amount that may be withdrawn each Benefit Year while the contract value 
is greater than zero, without reducing the Income Base, and if applicable, the  
Income Credit Base. The Maximum Annual Withdrawal Amount is calculated by       
multiplying the Income Base by the applicable Maximum Annual Withdrawal         
Percentage. If your contract value is reduced to zero but your Income Base is   
greater than zero, the PROTECTED INCOME PAYMENT is determined by multiplying    
the Income Base by the applicable Protected Income Payment Percentage.          

FINALLY, we determine the EXCESS WITHDRAWALS, PLEASE SEE "WHAT ARE THE EFFECTS  
OF WITHDRAWALS ON POLARIS INCOME PLUS AND POLARIS INCOME BUILDER?" BELOW.       

How can the Income Base and Income Credit Base be increased?                    

On each Benefit Year Anniversary, the Income Base is automatically increased to 
the greater of (1) the highest Anniversary Value; or (2) the current Income     
Base plus the Income Credit, if any. In addition, the Income Base will be at    
least the Minimum Income Base on the 12th Benefit Year Anniversary provided no  
withdrawals have been taken before that anniversary.                            

On each Benefit Year Anniversary during the Income Credit Period, the Income    
Credit Base is automatically increased to the highest Anniversary Value, if the 
Income Base is increased to the highest Anniversary Value. The Income Credit    
Base is not increased if an Income Credit is added to the Income Base.          

Increases to your Income Base and Income Credit Base occur on Benefit Year      
Anniversaries while the contract value is greater than zero. However, Eligible  
Purchase Payments increase your Income Base and Income Credit Base at the time  
they are received. SINCE HIGHEST ANNIVERSARY VALUES ARE DETERMINED ONLY ON THE  
BENEFIT YEAR ANNIVERSARIES, YOUR INCOME BASE AND INCOME CREDIT BASE WILL NOT    
INCREASE IF YOUR CONTRACT VALUE IS HIGHER ON DAYS OTHER THAN THE BENEFIT YEAR   
ANNIVERSARIES.                                                                  

If the contract value has been reduced to zero, the Income Base will no longer  
be recalculated on each Benefit Year Anniversary. PLEASE SEE "WHAT ARE THE      
EFFECTS OF WITHDRAWALS ON POLARIS INCOME PLUS AND POLARIS INCOME BUILDER?"      
BELOW.                                                                          

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How do increases and decreases in the Income Base impact the Maximum Annual     
Withdrawal Amount?                                                              

INCREASES IN THE INCOME BASE                                                    

During the first Contract Year which Eligible Purchase Payments are allocated   
to your contract, any remaining withdrawals of the Maximum Annual Withdrawal    
Amount will be based on the increased Maximum Annual Withdrawal Amount reduced  
by withdrawals previously taken in that Benefit Year. If the Income Base is     
increased on a Benefit Year Anniversary, the Maximum Annual Withdrawal Amount   
will be recalculated on that Benefit Year Anniversary by multiplying the        
increased Income Base by the applicable Maximum Annual Withdrawal Percentage.   

DECREASES IN THE INCOME BASE                                                    

Excess Withdrawals reduce your Income Base on the date the Excess Withdrawal    
occurs. Any Excess Withdrawal in a Benefit Year reduces the Income Base in the  
same proportion by which the contract value is reduced by the Excess            
Withdrawal. As a result of a reduction of the Income Base, the new Maximum      
Annual Withdrawal Amount will be equal to the reduced Income Base multiplied by 
the applicable Maximum Annual Withdrawal Percentage. The last recalculated      
Maximum Annual Withdrawal Amount in a given Benefit Year is available for       
withdrawal at the beginning of the next Benefit Year and may be lower than the  
previous Benefit Year's Maximum Annual Withdrawal Amount. When the contract     
value is less than the Income Base, Excess Withdrawals will reduce the Income   
Base by an amount which is greater than the amount of the Excess Withdrawal. In 
addition, you will not be eligible for an Income Credit in that Benefit Year.   
PLEASE SEE "WHAT ARE THE EFFECTS OF WITHDRAWALS ON POLARIS INCOME PLUS AND      
POLARIS INCOME BUILDER?" BELOW.                                                 

What are the effects of withdrawals on Polaris Income Plus and Polaris Income   
Builder?                                                                        

The Maximum Annual Withdrawal Amount, the Income Base and the Income Credit     
Base may change over time as a result of the timing and amount of withdrawals.  
If you take a withdrawal before the 12th Benefit Year Anniversary, your Income  
Base is not eligible to be at least the Minimum Income Base.                    

Withdrawals during a Benefit Year that in total are less than or equal to the   
Maximum Annual Withdrawal Amount will not reduce the Income Base or Income      
Credit Base. However, if you choose to take less than the Maximum Annual        
Withdrawal Amount in any Benefit Year, you may not carry over the unused amount 
for withdrawal in subsequent years. Your Maximum Annual Withdrawal Amount in    
any year will not be recalculated solely as a result of taking less than the    
entire Maximum Annual Withdrawal Amount in the prior year. Please note that if  
you delay taking withdrawals for too long, you may limit the number of          
remaining years (due to your life expectancy) in which you may take             
withdrawals.                                                                    

YOU SHOULD NOT ELECT A LIVING BENEFIT IF YOU PLAN TO TAKE EXCESS WITHDRAWALS    
SINCE THOSE WITHDRAWALS MAY SIGNIFICANTLY REDUCE THE VALUE OF OR TERMINATE THE  
LIVING BENEFIT.                                                                 

The impact of withdrawals on specific factors is further explained below:       

INCOME BASE AND INCOME CREDIT BASE: If the sum of withdrawals in any  
    Benefit Year exceeds the Maximum Annual Withdrawal Amount, the Income Base
and Income Credit Base will be reduced for those withdrawals. For each
Excess Withdrawal taken, the Income Base and Income Credit Base are   
  reduced in the same proportion by which the contract value is reduced by
  the amount in excess of the Maximum Annual Withdrawal Amount. This means
    that the reduction in the Income Base and Income Credit Base could be more
or less than a dollar-for-dollar reduction.                           

   MAXIMUM ANNUAL WITHDRAWAL AMOUNT: The Maximum Annual Withdrawal Amount is
   recalculated each time there is a change in the Income Base. Accordingly,
   if the sum of withdrawals in any Benefit Year does not exceed the Maximum
Annual Withdrawal Amount for that year, the Maximum Annual Withdrawal 
Amount will not change for the next year unless your Income Base is   
    increased. If you take an Excess Withdrawal, the Maximum Annual Withdrawal
   Amount will be recalculated by multiplying the reduced Income Base by the
  existing Maximum Annual Withdrawal Percentage. This recalculated Maximum
  Annual Withdrawal Amount is available for withdrawal at the beginning of
  the next Benefit Year and may be lower than your previous Maximum Annual
Withdrawal Amount.                                                    

    PROTECTED INCOME PAYMENT: If the Income Base is greater than zero, but the
contract value has been reduced to zero due to unfavorable investment 
  performance, deduction of fees, or withdrawals within the Maximum Annual
Withdrawal Amount, we will pay any remaining Maximum Annual Withdrawal
Amount for the current Benefit Year. Thereafter, you will receive the 
Protected Income Payment each year over the remaining lifetime of the 
 Covered Person(s) which is calculated by multiplying the Income Base by
   the applicable Protected Income Payment Percentage. The Income Base is no
 longer increased on Benefit Year Anniversaries after the contract value
has been reduced to zero. As a result, the Protected Income Payment is
calculated once and will not change. PLEASE SEE "WHAT HAPPENS IF THE  
 CONTRACT VALUE IS REDUCED TO ZERO WHILE THE INCOME BASE IS GREATER THAN
ZERO?" BELOW.                                                         

All withdrawals from the contract, including withdrawals taken under these      
Living Benefits, will reduce your contract value and your death benefit and may 
impact other provisions of your contract. Unfavorable investment experience     
and/or fees will also reduce your contract value. In addition, withdrawals      
under these Living Benefits will                                                

33

reduce the free withdrawal amount and may be subject to applicable withdrawal   
charges if in excess of the Maximum Annual Withdrawal Amount. The sum of        
withdrawals in any Benefit Year up to the Maximum Annual Withdrawal Amount will 
not be assessed a withdrawal charge. Partial withdrawals under these Living     
Benefits must be deducted proportionately from each Variable Portfolio and      
Secure Value Account in which you are invested. PLEASE SEE ACCESS TO YOUR MONEY 
ABOVE AND EXPENSES BELOW.                                                       

What is the fee for Polaris Income Plus and Polaris Income Builder?             

The fee for Polaris Income Plus and Polaris Income Builder is calculated as a   
percentage of the Income Base and deducted from the contract value on a         
quarterly basis beginning on the first Benefit Quarter Anniversary following    
the Benefit Effective Date. PLEASE SEE THE STATE CONTRACT AVAILABILITY AND/OR   
VARIABILITY APPENDIX FOR STATE SPECIFIC INFORMATION REGARDING THE ASSESSMENT OF 
THE FEE. After the first Benefit Year, on each Benefit Quarter Anniversary, we  
will (1) deduct the fee in effect for the previous Benefit Quarter; and (2)     
determine the fee rate applicable to the next Benefit Quarter. Please see fee   
table below:                                                                    

                                                                [Download Table]

                                                                  MAXIMUM  
                                                                ANNUALIZED 
                                                                 FEE RATE  
                                                                DECREASE OR
                                                                 INCREASE  
                          INITIAL      MAXIMUM      MINIMUM        EACH    
      NUMBER OF           ANNUAL       ANNUAL       ANNUAL        BENEFIT  
   COVERED PERSONS       FEE RATE     FEE RATE     FEE RATE      QUARTER*  
                                                                           
One Covered Person         1.10%        2.20%        0.60%     (+or-)0.25% 
Two Covered Persons        1.35%        2.70%        0.60%     (+or-)0.25% 

*     The quarterly fee rate will not decrease or increase by more than 0.0625% 
each quarter (0.25% / 4).                                           

Should the VIX no longer be appropriate or available, we would substitute the   
VIX with another measure of market volatility for determining the fee. If we    
substitute the VIX, we will notify you; however, the maximum and minimum annual 
fee rates described in this prospectus are guaranteed for the life of your      
contract. Please see APPENDIX B -- FORMULA AND EXAMPLES OF CALCULATIONS OF THE  
POLARIS INCOME PLUS AND POLARIS INCOME BUILDER FEE.                             

The initial Annual Fee Rate is guaranteed not to change for the first Benefit   
Year. Subsequently, the fee rate may change quarterly subject to the parameters 
identified in the table above. Any fee adjustment is based on a                 
non-discretionary formula tied to the change in the Volatility Index            
("VIX(R)"), an index of market volatility reported by the Chicago Board Options 
Exchange. In general, as the average value of the VIX decreases or increases,   
your fee rate will decrease or increase accordingly, subject to the minimums    
and maximums identified in the table above.                                     

Due to the investment requirements associated with the election of a Living     
Benefit, a portion of your assets may be invested in the SunAmerica Dynamic     
Allocation Portfolio, SunAmerica Dynamic Strategy Portfolio, VCP Managed Asset  
Allocation SAST Portfolio, VCP Total Return Balanced Portfolio or VCP Value     
Portfolio. Each of these Variable Portfolios utilize an investment strategy     
that is intended, in part, to maintain a relatively stable exposure to equity   
market volatility over time. Accordingly, when the market is in a prolonged     
state of higher volatility, your fee rate may be increased and each of these    
Variable Portfolios may decrease its exposure to equity markets, thereby        
reducing the likelihood that you will achieve a higher Anniversary Value.       
Similarly, when the market is in a prolonged state of lower volatility, your    
fee rate may be decreased and each of these Variable Portfolios may increase    
its exposure to equity markets.                                                 

Since the fee rate is assessed against the Income Base, an increase in the      
Income Base due to an addition of an Income Credit, attaining a new highest     
Anniversary Value or an addition of subsequent Eligible Purchase Payments will  
result in an increase to the amount of the fee you pay, assuming that the       
annual fee rate has not decreased as described above. Please note that this     
means the addition of an Income Credit will lead to paying a higher fee in any  
given period than without the addition of the Income Credit, and in certain     
instances, the value of the Income Credit may be more than offset by the amount 
of the fee. You will be assessed a non-refundable fee each quarter regardless   
of whether or not you take any withdrawals.                                     

If your contract value falls to zero, the fee will no longer be deducted. We    
will not assess the quarterly fee if you annuitize your contract or if a death  
benefit is paid before the end of a Benefit Quarter. If the Living Benefit is   
still in effect while your contract value is greater than zero, and you         
surrender your contract, we will assess a pro-rata charge for the fee           
applicable to the Benefit Quarter in which the surrender occurs if you          
surrender your contract before the end of a Benefit Quarter. The pro-rata fee   
is calculated by multiplying the fee by the number of days between the date     
when the prior fee was last assessed and the date of surrender, divided by the  
number of days between the prior and the next Benefit Quarter Anniversaries.    

What happens if the contract value is reduced to zero while the Income Base is  
greater than zero?                                                              

If the contract value is reduced to zero but the Income Base is greater than    
zero, we will pay the remaining Maximum Annual Withdrawal Amount for that       
Benefit Year. Thereafter we will pay the Protected Income Payment over the      
remaining lifetime of the Covered Person(s).                                    

IF AN EXCESS WITHDRAWAL REDUCES YOUR CONTRACT VALUE TO ZERO, NO FURTHER         
BENEFITS ARE PAYABLE UNDER THE CONTRACT AND YOUR CONTRACT ALONG WITH THE LIVING 
BENEFIT WILL TERMINATE.                                                         

34

If your contract value is reduced to zero, you may no longer make subsequent    
Purchase Payments or transfers, and no death benefit is payable. Therefore, you 
should be aware that, particularly during times of unfavorable investment       
performance, withdrawals taken under the Living Benefit may reduce the contract 
value to zero, thereby terminating any other benefits of the contract. In       
addition, an Income Credit is not available if the contract value is reduced to 
zero, even if a benefit remains payable.                                        

When the contract value equals zero but the Income Base is greater than zero,   
to receive any remaining Living Benefit, you must select one of the following:  

  1.   The Protected Income Payment divided equally and paid on a monthly,
       quarterly, semi-annual or annual frequency as selected by you until
the date of death of the Covered Person(s); or              

2.   Any option mutually agreeable between you and us.                

Once you elect an option above, it cannot be changed. If you do not select an   
option above, the remaining benefit will be paid as option 1 above. This amount 
will be divided equally and paid on a quarterly basis until the date of death   
of the Covered Person(s). No amount is payable thereafter.                      

When and how may I elect a Living Benefit?                                      

You may elect a Living Benefit at the time of contract issue (the "Benefit      
Effective Date"). You may elect to have the Living Benefit cover only your life 
or the lives of both you and your spouse, the "Covered Person(s)." If the       
contract is not owned by a natural person, references to Owner(s) apply to the  
Annuitant(s). To elect the Living Benefit, Covered Persons must meet the age    
requirements. The age requirements vary depending on the type of contract and   
the number of Covered Persons. The age requirements for optional death benefits 
and other optional features may be different than those listed here. You must   
meet the age requirements for those features in order to elect them.            

POLARIS INCOME PLUS --                                                          
IF YOU ELECT ONE COVERED PERSON:                                                

                                                                [Download Table]

                            COVERED PERSON       
                      MINIMUM AGE     MAXIMUM AGE
                                                 
   One Owner              45              80     
Joint Owners(1)           45              80     

POLARIS INCOME PLUS --                                                          
IF YOU ELECT TWO COVERED PERSONS:                                               

                                                                [Download Table]

                       COVERED PERSON #1      COVERED PERSON #2  
                      MINIMUM     MAXIMUM     MINIMUM     MAXIMUM
                        AGE         AGE         AGE         AGE  
                                                                 
 NON-QUALIFIED:                                                  
                        45          80          45          85   
Joint Owners(2)                                                  
 NON-QUALIFIED:                                                  
   One Owner                                                     
                        45          80          45        N/A(3) 
  with Spousal                                                   
  Beneficiary                                                    
   QUALIFIED:                                                    
   One Owner                                                     
                        45          80          45        N/A(3) 
  with Spousal                                                   
  Beneficiary                                                    

POLARIS INCOME BUILDER --                                                       
IF YOU ELECT ONE COVERED PERSON:                                                

                                                                [Download Table]

                            COVERED PERSON       
                      MINIMUM AGE     MAXIMUM AGE
                                                 
   One Owner              65              80     
Joint Owners(1)           65              80     

POLARIS INCOME BUILDER --                                                       
IF YOU ELECT TWO COVERED PERSONS:                                               

                                                                [Download Table]

                       COVERED PERSON #1      COVERED PERSON #2  
                      MINIMUM     MAXIMUM     MINIMUM     MAXIMUM
                        AGE         AGE         AGE         AGE  
                                                                 
 NON-QUALIFIED:                                                  
                        65          80          65          85   
Joint Owners(2)                                                  
 NON-QUALIFIED:                                                  
   One Owner                                                     
                        65          80          65        N/A(3) 
  with Spousal                                                   
  Beneficiary                                                    
   QUALIFIED:                                                    
   One Owner                                                     
                        65          80          65        N/A(3) 
  with Spousal                                                   
  Beneficiary                                                    

(1)   Based on the age of the older Owner.                                      

(2)   Based on the age of the younger Joint Owner.                              

(3)   The age requirement is based solely on the single owner for purposes of   
   issuing the contract with the Living Benefit. The spousal beneficiary's
    age is not considered in determining the maximum issue age of the second
Covered Person.                                                     

If I own a Qualified contract, how do Required Minimum Distributions impact my  
Living Benefit?                                                                 

As the original owner, or Continuing Spouse (two Covered Persons elected)       
electing to treat the annuity contract as their own, if you are taking required 
minimum distributions ("RMD") from this contract, and the amount of the RMD     
(based only on the contract to which the feature is elected and using the       
Uniform Lifetime Table or Joint Life Expectancy Table from the regulations      
under the Internal Revenue Code) is greater than the Maximum Annual Withdrawal  
Amount in any given Benefit Year, no portion of the RMD will be treated as an   
Excess Withdrawal.                                                              

35

Any portion of a withdrawal in a Benefit Year that is more than the greater of  
both the Maximum Annual Withdrawal Amount and the RMD amount will be considered 
an Excess Withdrawal. IF YOU MUST TAKE RMD FROM THIS CONTRACT AND WANT TO       
ENSURE THAT THESE WITHDRAWALS ARE NOT CONSIDERED EXCESS WITHDRAWALS, YOUR       
WITHDRAWALS MUST BE SET UP ON THE SYSTEMATIC WITHDRAWAL PROGRAM FOR RMDS        
ADMINISTERED BY OUR ANNUITY SERVICE CENTER.                                     

We will provide RMD favorable treatment, once each Benefit Year, to the greater 
of the Maximum Annual Withdrawal Amount or the RMD amount as calculated by us.  
Therefore, if you are transferring from another company and are already 70 1/2, 
you should take the current tax year's RMD prior to the transfer, as we cannot  
systematically calculate the RMD as we do not possess the valuation for the     
previous year end. Further, if you are turning 70 1/2, you should know that     
although tax code allows for deferral of the first withdrawal to April of the   
tax year following your attainment of age 70 1/2, doing so may result in        
subsequent withdrawals being treated as Excess Withdrawals for that Benefit     
Year.                                                                           

If you have elected Polaris Income Plus and the RMD amount is greater than the  
Maximum Annual Withdrawal Amount, but less than 6% of the Income Base, an       
Income Credit will be included in determining any Income Base increase in that  
Benefit Year.                                                                   

If you have elected Polaris Income Builder, no Income Credit will be included   
in the calculation of the Income Base when an RMD is taken.                     

What happens to my Living Benefit upon a spousal continuation if I elected one  
Covered Person?                                                                 

If there is one Covered Person and that person dies, the surviving spousal      
joint owner or spousal beneficiary may elect to:                                

   1.   Make a death claim if the contract value is greater than zero, which
terminates the Living Benefit and the contract; or          

2.   Continue the contract if the contract value is greater than zero,
without the Living Benefit and its corresponding fee.       

What happens to my Living Benefit upon a spousal continuation if I elected two  
Covered Persons?                                                                

If there are two Covered Persons, upon the death of one Covered Person, the     
surviving Covered Person may elect to:                                          

   1.   Make a death claim if the contract value is greater than zero, which
terminates the Living Benefit and the contract; or          

  2.   Continue the contract with the Living Benefit and its corresponding
fee.                                                        

The components of the Living Benefit in effect at the time of spousal           
continuation will not change. The surviving Covered Person can elect to receive 
withdrawals in accordance with the provisions of the Living Benefit elected     
based on the age of the younger Covered Person at the time the first withdrawal 
was taken. If no withdrawals were taken prior to the spousal continuation, the  
Maximum Annual Withdrawal Percentage and the Protected Income Payment           
Percentage will be based on the age of the surviving Covered Person at the time 
the first withdrawal is taken. PLEASE SEE "HOW DO POLARIS INCOME PLUS AND       
POLARIS INCOME BUILDER WORK?" ABOVE.                                            

If spousal continuation occurs, the Continuing Spouse will continue to receive  
any increase to the Income Base for highest Anniversary Value or if applicable, 
any Income Credit during the Income Credit Period, while the contract value is  
greater than zero. The Continuing Spouse is also eligible to receive the        
Minimum Income Base on the 12th Benefit Year Anniversary if no withdrawals have 
been taken during the first 12 Benefit Years following the Benefit Effective    
Date.                                                                           

Can a non-spousal Beneficiary elect to receive any remaining benefits under my  
Living Benefit upon the death of the second spouse?                             

No. Upon the death of the Covered Person(s), if the contract value is greater   
than zero, a non-spousal Beneficiary must make an election under the death      
benefit provisions of the contract, which terminates the Living Benefit. PLEASE 
SEE DEATH BENEFITS BELOW.                                                       

What happens to my Living Benefit upon the Latest Annuity Date?                 

If the contract value and the Income Base are greater than zero on the Latest   
Annuity Date, you begin the Income Phase and therefore, you must select one of  
the following annuity income options:                                           

   1.   Annuitize the contract value under the contract's annuity provisions
(please see ANNUITY INCOME OPTIONS below); or               

2.   Annuitize the contract and elect to receive the current Maximum  
      Annual Withdrawal Amount as of the Latest Annuity Date for a fixed
 period while you are alive. The fixed period is determined by
         dividing the contract value on the Latest Annuity Date by the Maximum
  Annual Withdrawal Amount. Any applicable Premium Taxes will be
   deducted from the contract value prior to determining the fixed
        period. After that fixed period ends, you will receive the Protected
         Income Payment, which is calculated by multiplying the Income Base as
         of the Latest Annuity Date by the applicable Protected Income Payment
     Percentage, paid until the death(s) of the Covered Person(s). The
  Maximum Annual Withdrawal Amount fixed period payments and the
     subsequent Protected Income Payments will be divided equally on a
       monthly, quarterly, semi-annual or annual frequency, as selected by
you.                                                        

3.   Any annuity income option mutually agreeable between you and us. 

36

Once you begin the Income Phase by electing one of the annuity income payment   
options above, the Income Base will no longer be adjusted either for highest    
Anniversary Values or additional Income Credits.                                

If you do not elect an option listed above, on the Latest Annuity Date, we will 
annuitize the contract value in accordance with Option 2 above.                 

Can I elect to cancel my Living Benefit?                                        

The Living Benefit may not be cancelled by you prior to the 5th Benefit Year    
Anniversary unless you surrender your contract. The Living Benefit may be       
cancelled by you on or after the 5th Benefit Year Anniversary and the           
cancellation will be effective as outlined in the table below.                  

                                                                [Download Table]

  CANCELLATION                     CANCELLATION               
REQUEST RECEIVED                  EFFECTIVE DATE              
                                                              
    Years 1-5              5th Benefit Year Anniversary       
                     Benefit Quarter Anniversary following the
    Years 5+                                                  
                        receipt of the cancellation request   

Once cancellation is effective, the guarantees under the Living Benefits are    
terminated. In addition, the investment requirements for the Living Benefits    
will no longer apply to your contract. You may not re-elect or reinstate the    
Living Benefit after cancellation.                                              

If there are two Covered Persons, upon the death of the first Covered Person,   
the surviving Covered Person (generally, the Continuing Spouse) may cancel the  
Living Benefit on or after the 5th Benefit Year Anniversary and the             
cancellation will be effective as outlined in the table above. Upon the         
cancellation effective date of the Living Benefit, there will be one final fee  
applicable to the Benefit Quarter in which the cancellation occurs, on the same 
Benefit Quarter Anniversary. Thereafter, the fee will no longer be charged.     

What happens to the Secure Value Account and Automatic Asset Rebalancing        
Program instructions if I elect to cancel Polaris Income Plus or Polaris Income 
Builder?                                                                        

Amounts allocated to the Secure Value Account will be automatically transferred 
to the 1-Year Fixed Account, if available. If the 1-Year Fixed Account is not   
available in the state in which your contract was issued, amounts will be       
transferred to the Cash Management Variable Portfolio. From the day following   
the automated transfer from the Secure Value Account, you may transfer this     
amount to another available investment option under the contract for a period   
of 90 days during which the transfer will not count against the annual number   
of free transfers or U.S. Mail transfers, or incur a transfer fee. Purchase     
Payments will no longer be allocated to the Secure Value Account after          
cancellation.                                                                   

The Automatic Asset Rebalancing Program and your instructions on file will not  
be terminated or changed upon cancellation of the Polaris Income Plus or        
Polaris Income Builder. Amounts transferred from the Secure Value Account into  
the 1-Year Fixed Account or Cash Management Variable Portfolio, as applicable,  
will not impact the Automatic Asset Rebalancing Program instructions on file    
and that transfer will not result in new Default Rebalancing Instructions. On   
or after cancellation of these features, you may provide new rebalancing        
instructions or you may choose to terminate the Automatic Asset Rebalancing     
Program by contacting the Annuity Service Center.                               

Are there circumstances under which my Living Benefit will be automatically     
cancelled?                                                                      

The Living Benefit will automatically be cancelled upon the occurrence of one   
of the following:                                                               

1.   Annuitization of the contract; or                                

2.   Termination or surrender of the contract; or                     

  3.   A death benefit is paid resulting in the contract being terminated;
or                                                          

   4.   An Excess Withdrawal that reduces the contract value and Income Base
to zero; or                                                 

  5.   Death of the Covered Person, if only one is elected; or, if two are
elected, death of the surviving Covered Person; or          

    6.   A change that removes all Covered Persons from the contract except as
         noted below and under "ARE THERE CIRCUMSTANCES UNDER WHICH GUARANTEED
         WITHDRAWALS FOR TWO COVERED PERSONS, IF ELECTED, TERMINATE FOR ONE OF
THE COVERED PERSONS?"                                       

If a change of ownership occurs from a natural person to a non-natural entity,  
the original natural Owner(s) must also be the Annuitant(s) after the ownership 
change to prevent termination of the Living Benefit. A change of ownership from 
a non-natural entity to a natural person can only occur if the new natural      
Owner(s) was the original natural Annuitant(s) in order to prevent termination  
of the Living Benefit. Any ownership change is contingent upon prior review and 
approval by the Company.                                                        

Are there circumstances under which guaranteed withdrawals for two Covered      
Persons, if elected, terminate for one of the Covered Persons?                  

Under any of the following circumstances, the Living Benefit will provide a     
guarantee for one Covered Person and not the lifetime of the other Covered      
Person:                                                                         

  1.   One of the two Covered Persons is removed from the contract, due to
reasons other than death; or                                

    2.   The original spousal joint Owners or spousal beneficiary, who are the
      Covered Persons, are no longer married at the time of death of the
first spouse.                                               

Under these circumstances, the fee for the Living Benefit based on two Covered  
Persons will continue to be charged and the guaranteed withdrawals based on two 
Covered Persons are payable for one Covered Person only. However,               

37

the remaining Covered Person may choose to terminate the Living Benefit as      
described under "CAN I ELECT TO CANCEL MY LIVING BENEFIT?" above.               

Any amounts that we may pay under the feature in excess of your contract value  
are subject to the Company's financial strength and claims-paying ability.      

WE RESERVE THE RIGHT TO MODIFY, SUSPEND OR TERMINATE THE OPTIONAL LIVING        
BENEFITS AT ANY TIME FOR                                                        
PROSPECTIVELY ISSUED CONTRACTS.                                                 

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DEATH BENEFITS
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If you die during the Accumulation Phase of your contract, we pay a death       
benefit to your Beneficiary. You must select a death benefit option at the time 
you purchase your contract. Once selected, you cannot change your death benefit 
option. You should discuss the available options with your financial            
representative to determine which option is best for you.                       

We do not pay a death benefit if you die after you begin the Income Phase; your 
Beneficiary would receive any remaining guaranteed annuity income payments in   
accordance with the annuity income option you selected. PLEASE SEE ANNUITY      
INCOME OPTIONS BELOW.                                                           

If your contract value is reduced to zero as a result of receiving guaranteed   
withdrawals under a living benefit feature, no death benefit will be paid.      
PLEASE SEE OPTIONAL LIVING BENEFITS ABOVE.                                      

You designate your Beneficiary, who will receive any death benefit payments.    
You may change the Beneficiary at any time. If your contract is jointly owned,  
the surviving joint Owner is the sole Beneficiary. Joint Annuitants, if any,    
when the Owner is a non-natural person shall be each other's sole Beneficiary,  
except when the Owner is a charitable remainder trust. In designating your      
Beneficiary, you may impose restrictions on the timing and manner of the        
payment of death benefits. Those restrictions can govern the payment of the     
death benefit.                                                                  

If the contract is owned by a trust or any other non-natural person, we will    
treat the death of the Primary Annuitant as the death of any Owner.             

If any contract is owned by a trust, whether as an agent for a natural person   
or otherwise, you should consider the contractual provisions that apply,        
including provisions that apply in the event of the death or change of an       
Annuitant, in determining whether the contract is an appropriate trust          
investment. You may wish to consult with your tax and/or legal adviser.         

We calculate and pay the death benefit when we receive all required paperwork   
and satisfactory proof of death at the Annuity Service Center. All death        
benefit calculations discussed below are made as of the day a death benefit     
request is received by us in Good Order at the Annuity Service Center,          
(including satisfactory proof of death) if the request is received before       
Market Close. If the death benefit request is received after Market Close, the  
death benefit calculations will be as of the next business day. If the death    
benefit request is not received by us in Good Order or if notification of the   
death is made by the Beneficiary prior to submitting all required paperwork and 
satisfactory proof of death, the Beneficiary may have the option of             
transferring the entire contract value to the Cash Management Variable          
Portfolio or available Fixed Account by contacting the Annuity Service Center.  
We consider due proof of death to be satisfactory written proof of death        
received at our Annuity Service Center which may include but is not limited to: 

1.   a certified copy of the death certificate; or                    

   2.   a certified copy of a decree of a court of competent jurisdiction as
to the finding of death; or                                 

   3.   a written statement by a medical doctor who attended the deceased at
the time of death.                                          

For contracts in which the aggregate of all Purchase Payments in contracts      
issued by VALIC, AGL and/or US Life to the same Owner/Annuitant are in excess   
of the Purchase Payments Limit, we reserve the right to limit the death benefit 
amount that is in excess of contract value at the time we receive all paperwork 
and satisfactory proof of death. Any limit on the maximum death benefit payable 
would be mutually agreed upon in writing by you and the Company prior to        
purchasing the contract.                                                        

If a Beneficiary does not elect a settlement option, within 60 days of our      
receipt of all required paperwork and satisfactory proof of death received by   
us in Good Order, we pay a lump sum death benefit by check to the Beneficiary's 
address of record.                                                              

The death benefit must be paid within 5 years of the date of death unless the   
Beneficiary elects to have it payable in the form of an annuity income option.  
If the Beneficiary elects an annuity income option, it must be paid over the    
Beneficiary's lifetime or for a period not extending beyond the Beneficiary's   
life expectancy. Payments must begin within one year of your death.             

If the Beneficiary is the spouse of a deceased owner, he or she can elect to    
continue the contract at the then current value. PLEASE SEE SPOUSAL             
CONTINUATION BELOW.                                                             

BENEFICIARY CONTINUATION PROGRAMS                                               

EXTENDED LEGACY PROGRAM                                                         

The Extended Legacy Program, if available, can allow a Beneficiary to an        
existing contract issued by the Company to take the death benefit amount in the 
form of withdrawals over a longer period of time, with the flexibility to       
withdraw more than the IRS required minimum distribution. The Beneficiary may   
elect the Extended Legacy Program on the Death Claim Form. The Extended Legacy  
Guide includes important information regarding the program and may be requested 
from the Annuity Service Center.                                                

38

We will send the Beneficiary a prospectus which describes the investment        
options and administrative features available under the Extended Legacy Program 
along with the Extended Legacy Guide. The prospectus that the Beneficiary will  
receive may be for a different product than the original Owner purchased. Upon  
election of the Extended Legacy Program, the contract continues in the original 
Owner's name for the benefit of the Beneficiary. Generally, IRS required        
minimum distributions must be made at least annually over a period not to       
exceed the Beneficiary's life expectancy as determined in the calendar year     
after the Owner's death. Payments must begin no later than the first            
anniversary of death for Non-Qualified contracts or December 31st of the year   
following the year of death for IRAs. Your Beneficiary cannot participate in    
the Extended Legacy Program if he/she has already elected another settlement    
option.                                                                         

If the Beneficiary elects to participate in this program and the contract value 
is less than the death benefit amount as of the date we receive satisfactory    
proof of death and all required paperwork, we will increase the contract value  
by the amount which the death benefit exceeds contract value.                   

There are certain restrictions applicable to the Extended Legacy Program. The   
Extended Legacy Program cannot be elected with rollover contracts from other    
companies. No Purchase Payments are permitted. Living Benefits and Death        
Benefits that may have been elected by the original Owner are not available and 
any charges associated with these features will no longer be deducted. The      
Beneficiary may transfer funds among the Variable Portfolios. Any Fixed         
Accounts that may have been available to the original Owner will no longer be   
available for investment to the Beneficiary. In the event of the Beneficiary's  
death, any remaining contract value will be paid to the person(s) named by the  
Beneficiary. The contract may not be assigned and ownership may not be changed  
or jointly owned.                                                               

If the Beneficiary elects the Extended Legacy Program, we will charge a lower   
annual Separate Account Charge of 1.30%. This charge is deducted daily from the 
average daily ending net asset value allocated to the Variable Portfolios. The  
Beneficiary may withdraw all or a portion of the contract value at any time and 
withdrawals are not subject to withdrawal charges. Additionally, the            
Beneficiary may choose to participate in the Systematic Withdrawal Program and  
the Automatic Asset Rebalancing Program.                                        

5-YEAR SETTLEMENT OPTION                                                        

The Beneficiary may also elect to receive the death benefit under a 5-year      
settlement option. The Beneficiary may take withdrawals as desired, but the     
death benefit proceeds must be distributed by December 31st of the year         
containing the fifth anniversary of death. For IRAs, the 5-year settlement      
option is not available if the date of death is after the required beginning    
date for distributions (April 1 of the year following the year the original     
Owner reaches the age of 70 1/2).                                               

INHERITED ACCOUNT PROGRAM                                                       

The Inherited Account Program, if available, can allow a beneficiary of another 
company's annuity contract to transfer their inherited IRA or inherited         
Non-Qualified deferred annuity to fund a new contract issued by the Company.    
The beneficiary of the transferred contract may elect the Inherited Account     
Program on the Inherited Account and Required Minimum Distribution Election     
Form along with a new contract application. The beneficiary of the transferred  
contract becomes the Owner of the contract issued by us.                        

There are certain restrictions applicable to the Inherited Account Program. No  
Purchase Payments are permitted after the contract has been issued. Optional    
Living Benefits cannot be elected under the Inherited Account Program. The      
contract may not be assigned and ownership may not be changed or jointly owned. 

The Internal Revenue Code requires minimum distributions from inherited IRAs    
and inherited Non-Qualified annuity contracts. Once the contract is issued, a   
systematic withdrawal program must be established and cannot be terminated.     

The contract issued is subject to the same fees and charges applicable to any   
Owner of the contract, including withdrawal charges. All Variable Portfolios    
and available Fixed Accounts offered by the contract are available for          
investment. You may transfer funds among the investment options. Upon your      
death, your designated Beneficiary will receive the standard death benefit,     
unless you elect an optional death benefit at contract issue, for an additional 
fee.                                                                            

PLEASE CONSULT A QUALIFIED ADVISER REGARDING TAX IMPLICATIONS ABOUT YOUR        
PARTICULAR CIRCUMSTANCES IF YOU ARE CONSIDERING ONE OF THESE BENEFICIARY        
CONTINUATION OPTIONS.                                                           

DEATH BENEFIT DEFINED TERMS                                                     

The term "Net Purchase Payment" is used frequently in describing the death      
benefit payable. Net Purchase Payment is an on-going calculation. It does not   
represent a contract value.                                                     

We determine Net Purchase Payments as Purchase Payments less adjustments for    
withdrawals. Net Purchase Payments are increased by the amount of subsequent    
Purchase Payments, if any, and reduced for withdrawals, if any, in the same     
proportion that the contract value was reduced on the date of such withdrawal.  

The term "Withdrawal Adjustment" is used, if you have elected a Living Benefit, 
to describe the way in which the amount of the death benefit will be adjusted   
for withdrawals depending on when you take a withdrawal and the amount of the   
withdrawal. If cumulative withdrawals for the current contract year are taken   
prior to your 81st birthday and are less than or equal to the Maximum Annual    
Withdrawal Amount, the amount of adjustment will equal the amount of            

39

each withdrawal. If a withdrawal is taken prior to your 81st birthday and       
cumulative withdrawals for the current contract year are in excess of the       
Maximum Annual Withdrawal Amount, the contract value and the death benefit are  
first reduced by the Maximum Annual Withdrawal Amount. The resulting death      
benefit is further adjusted by the withdrawal amount in excess of the Maximum   
Annual Withdrawal Amount by the percentage by which the Excess Withdrawal       
reduced the resulting contract value. If a withdrawal is taken on or after your 
81st birthday, the amount of adjustment is determined by the percentage by      
which the withdrawal reduced the contract value.                                

The term "withdrawals" as used in describing the death benefit options is       
defined as withdrawals and the fees and charges applicable to those             
withdrawals.                                                                    

The Company does not accept Purchase Payments from anyone age 86 or older.      
Therefore, the death benefit calculations assume that no Purchase Payments are  
received on or after your 86th birthday.                                        

The standard death benefit and the optional Maximum Anniversary Value death     
benefit are calculated differently depending on whether you have also elected   
one of the Living Benefits described above.                                     

STANDARD DEATH BENEFIT                                                          

THE FOLLOWING DESCRIBES THE STANDARD DEATH BENEFIT WITHOUT ELECTION OF A LIVING 
BENEFIT:                                                                        

The standard death benefit is the greater of:                                   

1.   Contract value; or                                               

2.   Net Purchase Payments.                                           

THE FOLLOWING DESCRIBES THE STANDARD DEATH BENEFIT WITH ELECTION OF A LIVING    
BENEFIT:                                                                        

The standard death benefit is the greater of:                                   

1.   Contract value; or                                               

2.   Purchase Payments reduced by:                                    

   a.  any Withdrawal Adjustments, as defined above, if the Living
Benefit has not been terminated: or                 

       b.  any Withdrawal Adjustments, as defined above, prior to the date
             the Living Benefit is terminated; and reduced for any withdrawals
           in the same proportion that the withdrawal reduced the contract
         value on the date of such withdrawal on or after the date the
Living Benefit is terminated.                       

OPTIONAL MAXIMUM ANNIVERSARY VALUE DEATH BENEFIT                                

For an additional fee, you may elect the optional Maximum Anniversary Value     
death benefit described below which can provide greater protection for your     
beneficiaries. You may only elect the optional Maximum Anniversary Value death  
benefit at the time you purchase your contract and you cannot change your       
election thereafter at any time. The fee for the optional Maximum Anniversary   
Value death benefit is 0.25% of the average daily net asset value allocated to  
the Variable Portfolios. You may pay for the optional death benefit and your    
Beneficiary may never receive the benefit once you begin the Income Phase. The  
Maximum Anniversary Value death benefit can only be elected prior to your 81st  
birthday.                                                                       

THE FOLLOWING DESCRIBES THE OPTIONAL MAXIMUM ANNIVERSARY VALUE DEATH BENEFIT    
WITHOUT ELECTION OF A LIVING BENEFIT:                                           

The death benefit is the greatest of:                                           

1.   Contract value; or                                               

2.   Net Purchase Payments; or                                        

 3.   Maximum anniversary value on any contract anniversary prior to the
 earlier of your 83rd birthday or date of death, plus Purchase
 Payments received since that anniversary; and reduced for any
      withdrawals since that anniversary in the same proportion that the
         withdrawal reduced the contract value on the date of such withdrawal.
        The anniversary value for any year is equal to the contract value on
the applicable contract anniversary.                        

THE FOLLOWING DESCRIBES THE OPTIONAL MAXIMUM ANNIVERSARY VALUE DEATH BENEFIT    
WITH ELECTION OF A LIVING BENEFIT:                                              

The death benefit is the greatest of:                                           

1.   Contract value; or                                               

2.   Purchase Payments reduced by:                                    

      a.  any Withdrawal Adjustments, if the Living Benefit has not been
terminated: or                                      

        b.  any Withdrawal Adjustments, prior to the date the Living Benefit
      is terminated; and reduced for any withdrawals in the same
            proportion that the withdrawal reduced the contract value on the
           date of such withdrawal on or after the date the Living Benefit
is terminated.                                      

 3.   Maximum anniversary value on any contract anniversary prior to the
 earlier of your 83rd birthday or date of death, plus Purchase
      Payments received since that contract anniversary; and reduced by:

      a.  any Withdrawal Adjustments since that contract anniversary, if
the Living Benefit has not been terminated: or      

         b.  any Withdrawal Adjustments since that contract anniversary, prior
             to the date the Living Benefit is terminated; and reduced for any
  withdrawals in the same proportion that the withdrawal

40

           reduced the contract value on the date of such withdrawal on or
after the date the Living Benefit is terminated.    

        The anniversary value for any year is equal to the contract value on
the applicable anniversary.                                 

SPOUSAL CONTINUATION                                                            

The Continuing Spouse may elect to continue the contract after your death.      
Generally, the contract, its benefits and elected features, if any, remain the  
same. The Continuing Spouse is subject to the same fees, charges and expenses   
applicable to the original Owner of the contract. A spousal continuation can    
only take place once, upon the death of the original Owner of the contract. If  
the Continuing Spouse terminates any optional death benefit, no optional death  
benefit will be payable to the Continuing Spouse's Beneficiary.                 

Non-spousal joint Owners (which can include Domestic Partners) who jointly own  
or are Beneficiaries of a contract should consult with their tax adviser and/or 
financial representative as, under current tax law, they are not eligible for   
spousal continuation of the contract.                                           

Upon a spousal continuation, we will contribute to the contract value an amount 
by which the death benefit that would have been paid to the Beneficiary upon    
the death of the original Owner, exceeds the contract value as of the Good      
Order date ("Continuation Contribution"), if any. We will add any Continuation  
Contribution as of the date we receive both the Continuing Spouse's written     
request to continue the contract and satisfactory proof of death of the         
original Owner ("Continuation Date") at the Annuity Service Center. The         
Continuation Contribution is not considered a Purchase Payment for the purposes 
of any other calculations except the death benefit following the Continuing     
Spouse's death. Generally, the age of the Continuing Spouse on the Continuation 
Date and on the date of the Continuing Spouse's death will be used in           
determining any future death benefits under the contract. PLEASE SEE THE        
SPOUSAL CONTINUATION APPENDIX FOR A DISCUSSION OF THE DEATH BENEFIT             
CALCULATIONS UPON A CONTINUING SPOUSE'S DEATH.                                  

The Continuing Spouse may not terminate the Maximum Anniversary Value death     
benefit if elected at contract issue. To the extent that the Continuing Spouse  
invests in the Variable Portfolios, he/she will be subject to investment risk   
as was the original Owner.                                                      

WE RESERVE THE RIGHT TO MODIFY, SUSPEND OR TERMINATE THE SPOUSAL CONTINUATION   
PROVISION (IN ITS ENTIRETY OR ANY COMPONENT) AT ANY TIME FOR PROSPECTIVELY      
ISSUED CONTRACTS.                                                               

PLEASE SEE OPTIONAL LIVING BENEFITS ABOVE FOR INFORMATION ON THE EFFECT OF      
SPOUSAL CONTINUATION ON                                                         
THESE BENEFITS.                                                                 

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EXPENSES
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There are fees and expenses associated with your contract which reduce your     
investment return. We will not increase certain contract fees, such as          
mortality and expense charges or withdrawal charges for the life of your        
contract. Underlying Fund investment management fees may increase or decrease.  
Some states may require that we charge less than the amounts described below.   
PLEASE SEE THE STATE CONTRACT AVAILABILITY AND/OR VARIABILITY APPENDIX FOR      
STATE-SPECIFIC EXPENSES.                                                        

We intend to profit from the sale of the contracts. Our profit may be derived   
as a result of a variety of pricing factors including but not limited to the    
fees and charges assessed under the contract and/or amounts we may receive from 
an Underlying Fund, its investment adviser and/or subadvisers (or affiliates    
thereof). PLEASE SEE PAYMENTS IN CONNECTION WITH DISTRIBUTION OF THE CONTRACT   
BELOW. The fees, charges, amounts received from the Underlying Funds (or        
affiliates thereof) and any resulting profit may be used for any corporate      
purpose including supporting marketing, distribution and/or administration of   
the contract and, in its role as an intermediary, the Underlying Funds.         

SEPARATE ACCOUNT EXPENSES                                                       

The mortality and expense risk charge and distribution expense charge is 1.65%  
of the average daily ending net asset value allocated to the Variable           
Portfolios. This charge compensates the Company for the mortality and expense   
risk and the costs of contract distribution assumed by the Company.             

Generally, the mortality risks assumed by the Company arise from its            
contractual obligations to make annuity income payments after the Annuity Date  
and to provide a death benefit. The expense risk assumed by the Company is that 
the costs of administering the contracts and the Separate Account will exceed   
the amount received from the fees and charges assessed under the contract.      

If these charges do not cover all of our expenses, we will pay the difference.  
Likewise, if these charges exceed our expenses, we will keep the difference.    
The mortality and expense risk charge is expected to result in a profit. Profit 
may be used for any cost or expense including supporting distribution. PLEASE   
SEE PAYMENTS IN CONNECTION WITH DISTRIBUTION OF THE CONTRACT BELOW.             

WITHDRAWAL CHARGES                                                              

The contract provides a free withdrawal amount every contract year. PLEASE SEE  
ACCESS TO YOUR MONEY ABOVE. You may incur a withdrawal charge if you take a     
withdrawal in excess of the free withdrawal amount and/or if you fully          
surrender your contract. Withdrawal Charges                                     

41

reimburse us for the cost of contract sales, expenses associated with issuing   
your contract and other acquisition expenses.                                   

We apply a withdrawal charge against each Purchase Payment you contribute to    
the contract. After a Purchase Payment has been in the contract for four        
complete years, a withdrawal charge no longer applies to that Purchase Payment. 
The withdrawal charge percentage declines over time for each Purchase Payment   
in the contract. The withdrawal charge schedule is as follows:                  

                                                                [Download Table]

YEAR SINCE PURCHASE                                   
PAYMENT RECEIPT          1      2      3      4     5+
                                                      
 WITHDRAWAL CHARGE     8%     7%     6%     5%     0% 

When calculating the withdrawal charge, we treat withdrawals as coming first    
from the Purchase Payments that have been in your contract the longest.         
However, for tax purposes, your withdrawals are considered as coming from       
earnings first, then Purchase Payments. PLEASE SEE ACCESS TO YOUR MONEY ABOVE.  

If you take a partial withdrawal, you can choose whether any applicable         
withdrawal charges are deducted from the amount withdrawn or from the contract  
value remaining after the amount withdrawn. If you fully surrender your         
contract value, we deduct any applicable withdrawal charges from the amount     
surrendered.                                                                    

We will not assess a withdrawal charge when we pay a death benefit, assess      
contract fees and/or when you switch to the Income Phase.                       

Withdrawals made prior to age 59 1/2 may result in tax penalties. PLEASE SEE    
TAXES BELOW.                                                                    

UNDERLYING FUND EXPENSES                                                        

INVESTMENT MANAGEMENT FEES                                                      

Each Variable Portfolio purchases shares of a corresponding Underlying Fund.    
The Accumulation Unit value for each Variable Portfolio reflects the investment 
management fees and other expenses of the corresponding Underlying Funds. The   
Accumulation Unit value for Variable Portfolios that invest in Feeder Funds     
also will reflect the investment management fee and other expenses of the       
corresponding Master Fund in which the Feeder Funds invest. These fees may      
vary. They are not fixed or specified in your annuity contract, rather the      
Underlying Funds are governed by their own boards of trustees.                  

12b-1 FEES                                                                      

Certain Underlying Funds available in this product, including the Feeder Funds, 
assess a 12b-1 fee of 0.25% of the average daily net assets allocated to those  
Underlying Funds. Over time these fees will increase the cost of your           
investment.                                                                     

The 12b-1 fees compensate us for costs associated with the distribution and/or  
servicing of these shares, including, but not limited to, reimbursing us for    
expenditures we make to registered representatives in selling firms for         
providing services to contract owners who are indirect beneficial owners of     
these shares and for maintaining contract owner accounts.                       

There is an annualized 0.25% fee applicable to Class 3 shares of Anchor Series  
Trust, Seasons Series Trust and SunAmerica Series Trust, Series II shares of    
AIM Variable Insurance Funds (Invesco Variable Insurance Funds) and Class 2     
shares of Franklin Templeton Variable Insurance Products Trust. This amount is  
generally used to pay financial intermediaries for services provided over the   
life of your contract.                                                          

There are deductions from and expenses paid out of the assets of each           
Underlying Fund. DETAILED INFORMATION ABOUT THESE DEDUCTIONS AND EXPENSES CAN   
BE FOUND IN THE PROSPECTUSES FOR THE UNDERLYING FUNDS.                          

CONTRACT MAINTENANCE FEE                                                        

During the Accumulation Phase, we deduct a contract maintenance fee of $50 from 
your contract once per year on your contract anniversary. This charge           
compensates us for the cost of administering your contract. The fee is deducted 
proportionately from your contract value on your contract anniversary by        
redeeming the number of Accumulation Units invested in the Variable Portfolios  
and the dollar amount invested in available Fixed Accounts which in total equal 
the amount of the fee. If you withdraw your entire contract value, we will      
deduct the contract maintenance fee from that withdrawal.                       

If your contract value is $75,000 or more on your contract anniversary date, we 
currently waive this fee. This waiver is subject to change without notice.      

TRANSFER FEE                                                                    

We permit 15 free transfers between investment options each contract year. We   
charge you $25 for each additional transfer that contract year. The transfer    
fee compensates us for the cost of processing your transfer.                    

OPTIONAL LIVING BENEFIT FEES                                                    

The Living Benefit fees will be calculated as a percentage of the Income Base   
for all years in which the Living Benefits are in effect. The fee depends on    
whether you elect to cover one or two lives.                                    

The fee is deducted proportionately from your contract value by redeeming the   
number of Accumulation Units invested in the Variable Portfolios and the value  
in the Fixed Accounts, which in total equals the amount of the fee. If your     
contract value is reduced to zero before the Living Benefit has been cancelled, 
the fee will no longer be assessed.                                             

We will not assess a quarterly fee if you annuitize your contract or if a death 
benefit is paid before the end of the Benefit Quarter. If the Living Benefit is 
still in effect while your contract value is greater than zero, and you         
surrender your contract, we will assess a pro-rata charge for the fee           

42

applicable to the Benefit Quarter in which the surrender occurs if you          
surrender your contract before the end of a Benefit Quarter. The pro-rata fee   
is calculated by multiplying the fee by the number of days between the date the 
fee was last assessed and the date of surrender, divided by the number of days  
between the prior and the next Benefit Quarter Anniversaries.                   

OPTIONAL POLARIS INCOME PLUS AND POLARIS INCOME BUILDER LIVING BENEFIT FEE      

                                                                [Download Table]

                                                                  MAXIMUM  
                                                                ANNUALIZED 
                                                                 FEE RATE  
                                                                DECREASE OR
                                                                 INCREASE  
                          INITIAL      MAXIMUM      MINIMUM        EACH    
      NUMBER OF           ANNUAL       ANNUAL       ANNUAL        BENEFIT  
   COVERED PERSONS       FEE RATE     FEE RATE     FEE RATE      QUARTER*  
                                                                           
One Covered Person         1.10%        2.20%        0.60%     (+or-)0.25% 
Two Covered Persons        1.35%        2.70%        0.60%     (+or-)0.25% 

*     The fee rate can decrease or increase no more than 0.0625% each quarter   
(0.25%/ 4).                                                         

The Initial Annual Fee Rate is guaranteed not to change for the first Benefit   
Year. Subsequently, the fee rate may change quarterly subject to the parameters 
identified in the table above. After the first Benefit Year, on each "Benefit   
Quarter Anniversary," we will (1) deduct the fee in effect for the previous     
Benefit Quarter; and (2) determine the fee rate applicable to the next Benefit  
Quarter. Any fee adjustment is based on a non-discretionary formula tied to the 
change in VIX. In general, as the average value of the VIX decreases or         
increases, your fee rate will decrease or increase accordingly, subject to the  
minimums and maximum identified in the table above. PLEASE SEE APPENDIX B --    
FORMULA AND EXAMPLES OF CALCULATIONS OF THE POLARIS INCOME PLUS AND POLARIS     
INCOME BUILDER FEE.                                                             

OPTIONAL MAXIMUM ANNIVERSARY VALUE DEATH BENEFIT FEE                            

The fee for the optional Maximum Anniversary Value death benefit is 0.25% of    
the average daily ending net asset value allocated to the Variable              
Portfolio(s).                                                                   

PREMIUM TAX                                                                     

Certain states charge the Company a tax on Purchase Payments up to a maximum of 
3.5%. These states permit us to either deduct the premium tax when you make a   
Purchase Payment or when you fully surrender your contract or begin the Income  
Phase. PLEASE SEE THE STATE CONTRACT AVAILABILITY AND/OR VARIABILITY APPENDIX   
for a listing of the states that charge premium taxes, the percentage of the    
tax and distinctions in impact on Qualified and Non-Qualified contracts.        

INCOME TAXES                                                                    

We do not currently deduct income taxes from your contract. We reserve the      
right to do so in the future.                                                   

REDUCTION OR ELIMINATION OF FEES, EXPENSES AND ADDITIONAL AMOUNTS CREDITED      

Sometimes sales of contracts to groups of similarly situated individuals may    
lower our fees and expenses. We reserve the right to reduce or waive certain    
fees and expenses when this type of sale occurs. In addition, we may also       
credit additional amounts to contracts sold to such groups. We determine which  
groups are eligible for this treatment. Some of the criteria we evaluate to     
make a determination are size of the group; amount of expected Purchase         
Payments; relationship existing between us and the prospective purchaser;       
length of time a group of contracts is expected to remain active; purpose of    
the purchase and whether that purpose increases the likelihood that our         
expenses will be reduced; and/or any other factors that we believe indicate     
that fees and expenses may be reduced.                                          

The Company may make such a determination regarding sales to its employees, its 
affiliates' employees and employees of currently contracted broker-dealers; its 
registered representatives; and immediate family members of all of those        
described. Currently, the Company credits an additional amount to contracts     
sold to the following groups: (1) employees of the Company and its affiliates,  
and their immediate family members; (2) appointed agents and registered         
representatives of broker-dealers that sell the Company's and its affiliates'   
variable contracts, and the agents' and registered representatives' immediate   
family members; (3) trustees of mutual funds offered in the Company's and its   
affiliates' variable contracts. The additional amount credited to a contract    
sold to one of the above individuals will generally equal the commission        
payable on the initial purchase payment for the contract. This means that the   
additional amount will generally be in the range of 1.50% to 6.25% of the       
initial Purchase Payment.                                                       

Certain broker-dealers may limit crediting this additional amount to employees  
only.                                                                           

WE RESERVE THE RIGHT TO MODIFY, SUSPEND OR TERMINATE ANY SUCH DETERMINATION OR  
THE TREATMENT APPLIED TO A                                                      
PARTICULAR GROUP AT ANY TIME.                                                   

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PAYMENTS IN CONNECTION WITH DISTRIBUTION OF THE CONTRACT  
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PAYMENTS WE MAKE                                                                

The Contracts are sold by licensed insurance agents who are registered          
representatives of broker-dealers, which are members of the Financial Industry  
Regulatory Authority, unless such broker-dealers are exempt from the            
broker-dealer registration requirements of the Securities Exchange Act of 1934, 
as amended.                                                                     

COMMISSIONS. Registered representatives of broker-dealers ("selling firms")     
licensed under federal securities laws and state insurance laws sell the        
contract to the public. The                                                     

43

selling firms have entered into written selling agreements with the Company and 
AIG Capital Services, Inc., the distributor of the contracts. We pay            
commissions to the selling firms for the sale of your contract. The selling     
firms are paid commissions for the promotion and sale of the contracts          
according to one or more schedules. The amount and timing of commissions will   
vary depending on the selling firm and its selling agreement with us. For       
example, as one option, we may pay upfront commission only, up to a maximum     
5.50% of each Purchase Payment you invest. Another option may be a lower        
upfront commission on each Purchase Payment, with a trail commission of up to a 
maximum 1.50% of contract value annually.                                       

The registered representative who sells you the contract typically receives a   
portion of the compensation we pay to his/her selling firm, depending on the    
agreement between the selling firms and its registered representative and their 
internal compensation program.                                                  

ADDITIONAL PAYMENTS. VALIC sometimes retains and compensates business           
consultants to assist VALIC in marketing group employee benefit services to     
employers. VALIC business consultants are not associated persons of VALIC and   
are not authorized to sell or market securities or insurance products to        
employers or to group plan participants. The fees paid to such business         
consultants are part of VALIC's general overhead and are not charged back to    
employers, group employee benefit plans or plan participants.                   

In addition, the Company and AIG Capital Services, Inc., the distributor, may   
enter into marketing and/or sales agreements with certain broker-dealers        
regarding the promotion and marketing of the Contracts. The sales commissions   
and any marketing arrangements as described are paid by the Company and are not 
deducted from Purchase Payments. We anticipate recovering these amounts from    
the fees and charges collected under the Contract. See also the "Fees and       
Charges" section in this prospectus.                                            

PAYMENTS WE RECEIVE                                                             

We may directly or indirectly receive revenue sharing payments from the Trusts, 
their investment advisers, sub-advisers and/or distributors (or affiliates      
thereof), in connection with certain administrative, marketing and other        
services we provide and related expenses we incur. The availability of these    
revenue sharing arrangements creates an incentive for us to seek and offer      
Underlying Funds (and classes of shares of such Underlying Funds) that make     
such payments to us. Other Underlying Funds (or available classes of shares)    
may have lower fees and better overall investment performance. Not all Trusts   
pay the same amount of revenue sharing. Therefore, the amount of fees we        
collect may be greater or smaller based on the Underlying Funds you select.     

We generally receive three kinds of payments described below.                   

RULE 12b-1 OR SERVICE FEES. We receive 12b-1 fees of up to 0.25% or service     
fees of up to 0.50% of the average daily net assets in certain Underlying       
Funds, including the Feeder Funds that are attributable to the contract and to  
certain other variable insurance products that we and our affiliates issue.     
Rule 12b-1 fees and service fees paid out of Underlying Fund assets will reduce 
the amount of assets that otherwise would be available for investment, and      
reduce the Underlying Fund's investment return. The dollar amount of            
asset-based payments we receive from the Underlying Funds is not set and will   
fluctuate over time depending on the Underlying Funds' net asset value and the  
amount of assets invested.                                                      

ADMINISTRATIVE, MARKETING AND SUPPORT SERVICE FEES. We receive compensation of  
up to 0.525% annually based on assets under management from certain Trusts'     
investment advisers, subadvisers and/or distributors (or affiliates thereof).   
These payments may be derived, in whole or in part, from the investment         
management fees deducted from assets of the Underlying Funds or wholly from the 
assets of the Underlying Funds. Contract Owners, through their indirect         
investment in the Trusts, bear the costs of these investment management fees,   
which in turn will reduce the return on your investment. These amounts are      
generally based on assets under management from certain Trusts' investment      
advisers or their affiliates and vary by Trust. Some investment advisers,       
subadvisers and/or distributors (or affiliates thereof) pay us more than        
others. Such amounts received from SAAMCo are not expected to exceed 0.50%      
annually based on assets under management.                                      

OTHER PAYMENTS. Certain investment advisers, subadvisers and/or distributors    
(or affiliates thereof) may help offset the costs we incur for marketing        
activities and training to support sales of the Underlying Funds in the         
contract. These amounts are paid voluntarily and may provide such advisers,     
subadvisers and/or distributors access to national and regional sales           
conferences attended by our employees and registered representatives. The       
amounts paid depend on the nature of the meetings, the number of meetings       
attended, the costs expected to be incurred and the level of the adviser's,     
subadviser's or distributor's participation.                                    

In addition, we (and our affiliates) may receive occasional gifts,              
entertainment or other compensation as an incentive to market the Underlying    
Funds and to cooperate with their marketing efforts. As a result of these       
payments, the investment advisers, subadvisers and/or distributors (or          
affiliates thereof) may benefit from increased access to our wholesalers and to 
our affiliates involved in the distribution                                     
of the contract.                                                                

44

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ANNUITY INCOME OPTIONS
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THE INCOME PHASE                                                                

WHAT IS THE INCOME PHASE?                                                       

During the Income Phase, we use the money accumulated in your contract to make  
regular payments to you. This is known as "annuitizing" your contract. At this  
point, the Accumulation Phase ends. You will no longer be able to take          
withdrawals of contract value and all other features and benefits of your       
contract will terminate, including your ability to surrender your contract.     

BEGINNING THE INCOME PHASE IS AN IMPORTANT EVENT. YOU HAVE DIFFERENT OPTIONS    
AVAILABLE TO YOU. YOU SHOULD DISCUSS YOUR OPTIONS WITH YOUR FINANCIAL           
REPRESENTATIVE AND/OR TAX ADVISOR SO THAT TOGETHER YOU MAY MAKE THE BEST        
DECISION FOR YOUR PARTICULAR CIRCUMSTANCES.                                     

WHEN DOES THE INCOME PHASE BEGIN?                                               

Generally, you can annuitize your contract any time after your second contract  
anniversary ("Annuity Date") and on or before the Latest Annuity Date, defined  
below, by completing and mailing the Annuity Option Selection Form to our       
Annuity Service Center.                                                         

If you do not request to annuitize your contract on the Annuity Date of your    
choice, your contract will be annuitized on the Latest Annuity Date. If your    
contract is jointly owned, the Latest Annuity Date is based on the older        
Owner's date of birth. Your Latest Annuity Date is defined as the first         
business day of the month following your 95th birthday.                         

HOW DO I ELECT TO BEGIN THE INCOME PHASE?                                       

You must select one of the annuity income payment options, listed below, that   
best meets your needs by mailing a completed Annuity Option Selection Form to   
our Annuity Service Center. If you do not select an annuity income payment      
option, your contract will be annuitized in accordance with the default annuity 
income payment option specified under Annuity Income Options below.             

WHAT IS THE IMPACT ON THE LIVING AND DEATH BENEFITS IF I ANNUITIZE?             

Upon annuitizing the contract, the death benefit will terminate. In addition,   
upon annuitizing, any guaranteed withdrawals under a Living Benefit feature     
will cease and will be replaced by the annuity income payments. If your         
contract value is reduced to zero prior to annuitization as a result of         
receiving guaranteed withdrawals under a Living Benefit feature, your remaining 
payments under the Living Benefit feature will be paid to you as an annuity.    
PLEASE SEE OPTIONAL LIVING BENEFITS AND DEATH BENEFITS ABOVE.                   

ANNUITY INCOME OPTIONS                                                          

You must send a written request to our Annuity Service Center to select an      
annuity income option. Once you begin receiving annuity income payments, you    
cannot change your annuity income option. If you elect to receive annuity       
income payments but do not select an annuity income option, your annuity income 
payments shall be in accordance with Option 4 for a period of 10 years; for     
annuity income payments based on joint lives, the default is Option 3 for a     
period of 10 years. Generally, the amount of each annuity income payment will   
be less with greater frequency of payments or if you chose a longer period      
certain guarantee.                                                              

We base our calculation of annuity income payments on the life expectancy of    
the Annuitant and the annuity rates set forth in your contract. In most         
contracts, the Owner and Annuitant are the same person. The Owner may change    
the Annuitant if different from the Owner at any time prior to the Annuity      
Date. The Owner must notify us if the Annuitant dies before the Annuity Date    
and designate a new Annuitant. If we do not receive a new Annuitant election,   
the Owner may not select an annuity income option based on the life of the      
Annuitant.                                                                      

If the contract is owned by a non-natural Owner, the Annuitant cannot be        
changed after the contract has been issued and the death of the Annuitant will  
trigger the payment of the death benefit.                                       

ANNUITY INCOME OPTION 1 - LIFE INCOME ANNUITY                                   

This option provides annuity income payments for the life of the Annuitant.     
Annuity income payments end when the Annuitant dies.                            

ANNUITY INCOME OPTION 2 - JOINT AND SURVIVOR LIFE INCOME ANNUITY                

This option provides annuity income payments for the life of the Annuitant and  
for the life of another designated person. Upon the death of either person, we  
will continue to make annuity income payments during the lifetime of the        
survivor. Annuity income payments end when the survivor dies.                   

ANNUITY INCOME OPTION 3 - JOINT AND SURVIVOR LIFE INCOME ANNUITY WITH 10 OR 20  
YEARS GUARANTEED                                                                

This option is similar to Option 2 above, with an additional guarantee of       
payments for at least 10 or 20 years, depending on the period chosen. If the    
Annuitant and the survivor die before all of the guaranteed annuity income      
payments have been made, the remaining annuity income payments are made to the  
Beneficiary under your contract.                                                

ANNUITY INCOME OPTION 4 - LIFE INCOME ANNUITY WITH 10 OR 20 YEARS GUARANTEED    

This option is similar to income Option 1 above with an additional guarantee of 
payments for at least 10 or 20 years, depending on the period chosen. If the    
Annuitant                                                                       

45

dies before all guaranteed annuity income payments are made, the remaining      
annuity income payments are made to the Beneficiary under your contract.        

ANNUITY INCOME OPTION 5 - INCOME FOR A SPECIFIED PERIOD                         

This option provides annuity income payments for a guaranteed period ranging    
from 5 to 30 years, depending on the period chosen. If the Annuitant dies       
before all the guaranteed annuity income payments are made, the remaining       
annuity income payments are made to the Beneficiary under your contract.        
Additionally, if variable annuity income payments are elected under this        
option, you (or the Beneficiary under the contract if the Annuitant dies prior  
to all guaranteed annuity income payments being made) may redeem any remaining  
guaranteed variable annuity income payments after the Annuity Date. The amount  
available upon such redemption would be the discounted present value of any     
remaining guaranteed variable annuity income payments.                          

The value of an Annuity Unit, regardless of the option chosen, takes into       
account separate account charges which includes a mortality and expense risk    
charge. Since Option 5 does not contain an element of mortality risk, no        
benefit is derived from this charge.                                            

Please see the Statement of Additional Information for a more detailed          
discussion of the annuity income options.                                       

PLEASE SEE OPTIONAL LIVING BENEFITS ABOVE FOR ANNUITY INCOME OPTIONS AVAILABLE  
UNDER THE LIVING BENEFIT FEATURES.                                              

FIXED OR VARIABLE ANNUITY INCOME PAYMENTS                                       

You can choose annuity income payments that are fixed, variable or both. Unless 
otherwise elected, if at the date when annuity income payments begin you are    
invested in the Variable Portfolios only, your annuity income payments will be  
variable and if your money is only in Fixed Accounts at that time, your annuity 
income payments will be fixed in amount. Further, if you are invested in both   
Fixed Accounts and Variable Portfolios when annuity income payments begin, your 
payments will be fixed and variable, unless otherwise elected. If annuity       
income payments are fixed, the Company guarantees the amount of each payment.   
If the annuity income payments are variable, the amount is not guaranteed and   
may fluctuate as described under ANNUITY INCOME PAYMENTS below.                 

ANNUITY INCOME PAYMENTS                                                         

We make annuity income payments on a monthly, quarterly, semi-annual or annual  
basis. You instruct us to send you a check or to have the payments directly     
deposited into your bank account. If state law allows, we distribute annuities  
with a contract value of $5,000 or less in a lump sum. Also, if state law       
allows and the selected annuity income option results in annuity income         
payments of less than $50 per payment, we may decrease the frequency of         
payments.                                                                       

If you are invested in the Variable Portfolios after the Annuity Date, your     
annuity income payments vary depending on the following:                        

o     for life income options, your age when annuity income payments  
begin; and                                                

 o     the contract value attributable to the Variable Portfolios on the
Annuity Date; and                                         

  o     the 3.5% assumed investment rate used in the annuity table for the
contract; and                                             

    o     the performance of the Variable Portfolios in which you are invested
during the time you receive annuity income payments.      

If you are invested in both the Fixed Accounts and the Variable Portfolios      
after the Annuity Date, the allocation of funds between the Fixed Accounts and  
Variable Portfolios also impacts the amount of your annuity income payments.    

The value of fixed annuity income payments, if elected, is based on the         
guaranteed minimum interest rate specified in your contract and will not be     
less than 1%. The value of variable annuity income payments, if elected, is     
based on an assumed interest rate ("AIR") of 3.5% compounded annually. Variable 
annuity income payments generally increase or decrease from one annuity income  
payment date to the next based upon the performance of the applicable Variable  
Portfolios. If the performance of the Variable Portfolios selected is equal to  
the AIR, the annuity income payments will remain constant. If performance of    
Variable Portfolios is greater than the AIR, the annuity income payments will   
increase and if it is less than the AIR, the annuity income payments will       
decline.                                                                        

TRANSFERS DURING THE INCOME PHASE                                               

During the Income Phase, only one transfer per month is permitted between the   
Variable Portfolios. No other transfers are allowed during the Income Phase.    
Transfers will be effected for the last NYSE business day of the month in which 
we receive your request for the transfer.                                       

DEFERMENT OF PAYMENTS                                                           

We may defer making fixed payments for up to six months, or less if required by 
law. Interest is credited to you during the deferral period. PLEASE SEE ACCESS  
TO YOUR MONEY ABOVE FOR A DISCUSSION OF WHEN PAYMENTS FROM                      
A VARIABLE PORTFOLIO MAY BE SUSPENDED OR POSTPONED.                             

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TAXES 
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THE CONTRACTS PROVIDE TAX-DEFERRED ACCUMULATION OVER TIME, BUT MAY BE SUBJECT   
TO CERTAIN FEDERAL INCOME AND EXCISE TAXES, MENTIONED BELOW. REFER TO THE       
STATEMENT OF ADDITIONAL INFORMATION FOR FURTHER DETAILS. SECTION REFERENCES ARE 
TO THE INTERNAL REVENUE CODE ("IRC"). WE DO NOT ATTEMPT TO DESCRIBE ANY         
POTENTIAL ESTATE OR GIFT TAX, OR ANY APPLICABLE STATE, LOCAL OR FOREIGN TAX LAW 
OTHER THAN POSSIBLE PREMIUM TAXES MENTIONED                                     

46

UNDER "PREMIUM TAX CHARGE." DISCUSSIONS REGARDING THE TAX TREATMENT OF ANY      
ANNUITY CONTRACT OR RETIREMENT PLANS AND PROGRAMS ARE INTENDED FOR GENERAL      
PURPOSES ONLY AND ARE NOT INTENDED AS TAX ADVICE, EITHER GENERAL OR             
INDIVIDUALIZED, NOR SHOULD THEY BE INTERPRETED TO PROVIDE ANY PREDICTIONS OR    
GUARANTEES OF A PARTICULAR TAX TREATMENT. SUCH DISCUSSIONS GENERALLY ARE BASED  
UPON THE COMPANY'S UNDERSTANDING OF CURRENT TAX RULES AND INTERPRETATIONS, AND  
MAY INCLUDE AREAS OF THOSE RULES THAT ARE MORE OR LESS CLEAR OR CERTAIN. TAX    
LAWS ARE SUBJECT TO LEGISLATIVE MODIFICATION, AND WHILE MANY SUCH MODIFICATIONS 
WILL HAVE ONLY A PROSPECTIVE APPLICATION, IT IS IMPORTANT TO RECOGNIZE THAT A   
CHANGE COULD HAVE RETROACTIVE EFFECT AS WELL. YOU SHOULD SEEK COMPETENT TAX OR  
LEGAL ADVICE, AS YOU DEEM NECESSARY OR APPROPRIATE, REGARDING YOUR OWN          
CIRCUMSTANCES.                                                                  

ANNUITY CONTRACTS IN GENERAL                                                    

The IRC provides for special rules regarding the tax treatment of annuity       
contracts. Generally, taxes on the earnings in your annuity contract are        
deferred until you take the money out. Qualified retirement investment          
arrangements that satisfy specific IRC requirements automatically provide tax   
deferral regardless of whether the underlying contract is an annuity, a trust,  
or a custodial account. Different rules and tax treatment apply depending on    
how you take the money out and whether your contract is Qualified or            
Non-Qualified.                                                                  

If you do not purchase your contract under an employer-sponsored retirement     
plan, or an Individual Retirement Account or Annuity ("IRA"), your contract is  
referred to as a Non-Qualified contract. In general, your cost basis in a       
Non-Qualified contract is equal to the Purchase Payments you put into the       
contract. You have already been taxed on the cost basis in your Non-Qualified   
contract.                                                                       

If you purchase your contract under a qualified employer-sponsored retirement   
plan or an IRA, your contract is referred to as a Qualified contract.           

Examples of qualified plans or arrangements are: traditional (pre-tax) IRAs,    
Tax-Sheltered Annuities (also referred to as 403(b) annuities or 403(b)         
contracts), plans of self-employed individuals (often referred to as H.R. 10    
Plans or Keogh Plans), pension and profit sharing plans (including 401(k)       
plans), and governmental 457(b) deferred compensation plans. Typically, for     
employer plans and tax deductible IRA contributions, you have not paid any tax  
on the Purchase Payments used to buy your contract and therefore, you have no   
cost basis in your contract.                                                    

AGGREGATION OF CONTRACTS                                                        

Federal tax rules generally require that all Non-Qualified contracts issued     
after October 21, 1988 by the same company to the same policyholder during the  
same calendar year will be treated as one annuity contract for purposes of      
determining the taxable amount upon distribution.                               

TAX TREATMENT OF DISTRIBUTIONS - NON-QUALIFIED CONTRACTS                        

If you make partial or total withdrawals from a Non-Qualified contract, the IRC 
generally treats such withdrawals as coming first from taxable earnings and     
then coming from your Purchase Payments. Purchase Payments made prior to August 
14, 1982, however, are an important exception to this general rule, and for tax 
purposes generally are treated as being distributed first, before either the    
earnings on those contributions, or other Purchase Payments and earnings in the 
contract. If you annuitize your contract, a portion of each annuity income      
payment will be considered, for tax purposes, to be a return of a portion of    
your Purchase Payment, generally until you have received all of your Purchase   
Payment. The portion of each annuity income payment that is considered a return 
of your Purchase Payment will not be taxed. Additionally, the taxable portion   
of any withdrawals, whether annuitized or other withdrawals, generally is       
subject to applicable state and/or local income taxes, and may be subject to an 
additional 10% penalty tax unless withdrawn in conjunction with the following   
circumstances:                                                                  

o     after attaining age 59 1/2;                                     

o     when paid to your Beneficiary after you die;                    

o     after you become disabled (as defined in the IRC);              

o     when paid as a part of a series of substantially equal periodic 
         payments (not less frequently than annually) made for your life (or
         life expectancy) or the joint lives (or joint life expectancies) of
    you and your designated beneficiary for a period of 5 years or
attainment of age 59 1/2, whichever is later;             

o     under an immediate annuity contract;                            

o     when attributable to Purchase Payments made prior to August 14, 
1982.                                                     

On March 30, 2010, the Health Care and Education Reconciliation Act             
("Reconciliation Act") was signed into law. Among other provisions, the         
Reconciliation Act imposes a new tax on net investment income, which went into  
effect in 2013, at the rate of 3.8% of applicable thresholds for Modified       
Adjusted Gross Income ("MAGI") ($250,000 for joint filers; $125,000 for married 
individuals filing separately; and, $200,000 for individual filers). An         
individual with MAGI in excess of the threshold will be required to pay this    
new tax on net investment income in excess of the applicable MAGI threshold.    
For this purpose, net investment income generally will include taxable          
withdrawals from a Non-Qualified contract, as well as other                     

47

taxable amounts including amounts taxed annually to an owner that is not a      
natural person (see Contracts Owned by a Trust or Corporation). This new tax    
generally does not apply to Qualified contracts, however taxable distributions  
from such contracts may be taken into account in determining the applicability  
of the MAGI thresholds.                                                         

A transfer of contract value to another annuity contract generally will be tax  
reported as a distribution unless we have sufficient information to confirm     
that the transfer qualifies as an exchange under IRC Section 1035 (a "1035      
exchange").                                                                     

TAX TREATMENT OF DISTRIBUTIONS - QUALIFIED CONTRACTS                            

Generally, you have not paid any taxes on the Purchase Payments used to buy a   
Qualified contract. As a result, most amounts withdrawn from the contract or    
received as annuity income payments will be taxable income. Exceptions to this  
general rule include withdrawals attributable to after-tax amounts permitted    
under the employer's plan.                                                      

The taxable portion of any withdrawal or income payment from a Qualified        
contract will be subject to an additional 10% penalty tax, under the IRC,       
except in the following circumstances:                                          

o     after attainment of age 59 1/2;                                 

o     when paid to your Beneficiary after you die;                    

o     after you become disabled (as defined in the IRC);              

   o     as a part of a series of substantially equal periodic payments (not
less frequently than annually) made for your life (or life
       expectancy) or the joint lives (or joint expectancies) of you and
          your designated Beneficiary for a period of 5 years or attainment of
age 59 1/2, whichever is later;                           

    o     payments to employees after separation from service after attainment
of age 55 (does not apply to IRAs);                       

  o     dividends paid with respect to stock of a corporation described in
IRC Section 404(k);                                       

 o     for payment of medical expenses to the extent such withdrawals do
       not exceed limitations set by the IRC for deductible amounts paid
during the taxable year for medical care;                 

o     transfers to alternate payees pursuant to a qualified domestic  
relations order (does not apply to IRAs);                 

o     for payment of health insurance if you are unemployed and meet  
certain requirements;                                     

   o     distributions from IRAs for qualifying higher education expenses or
first home purchases;                                     

 o     amounts distributed from a Code Section 457(b) plan other than to
        the extent such amounts in a governmental Code Section 457(b) plan
         represent rollovers from an IRA or employer-sponsored plan to which
    the 10% penalty would otherwise apply and which are treated as
     distributed from a Qualified plan for purposes of the premature
distribution penalty;                                     

o     payments to certain reservists called up for active duty after  
September 11, 2001; and                                   

o     payments up to $3,000 per year for health, life and accident    
    insurance by certain retired public safety officers, which are
federal income tax-free.                                  

The IRC limits the withdrawal of an employee's elective deferral Purchase       
Payments from a Tax-Sheltered Annuity (TSA) contract under IRC 403(b).          
Generally, withdrawals can only be made when an Owner: (1) reaches age 59 1/2;  
(2) severs employment with the employer; (3) dies; (4) becomes disabled (as     
defined in the IRC); or (5) experiences a financial hardship (as defined in the 
IRC). In the case of hardship, the owner can only withdraw Purchase Payments.   
Additional plan limitations may also apply. Amounts held in a TSA contract as   
of December 31, 1988 are not subject to these restrictions except as otherwise  
imposed by the plan.                                                            

Qualifying transfers (including intra-plan exchanges) of amounts from one TSA   
contract or account to another TSA contract or account, and qualifying          
transfers to a state defined benefit plan to purchase service credits, where    
permitted under the employer's plan, generally are not considered               
distributions, and thus are not subject to these withdrawal limitations. If     
amounts are transferred to a contract with less restrictive IRC withdrawal      
limitations than the account from which it is transferred, the more restrictive 
withdrawal limitations will continue to apply.                                  

Transfers among 403(b) annuities and/or 403(b)(7) custodial accounts generally  
are subject to rules set out in the plan, the IRC, treasury regulations, IRS    
pronouncements, and other applicable legal authorities.                         

On July 26, 2007, the Department of the Treasury published final 403(b)         
regulations that were largely effective on January 1, 2009. These comprehensive 
regulations include several new rules and requirements, such as a requirement   
that employers maintain their 403(b) plans pursuant to a written plan.          
Subsequent IRS guidance and/or the terms of the written plan may impose new     
restrictions on both new and existing contracts, including restrictions on the  
availability of loans, distributions, transfers and exchanges, regardless of    
when a contract was purchased. Effective January 1, 2009, the Company no longer 
accepts new Purchase Payments (including contributions, transfers and           
exchanges) into new or existing 403(b) contracts. You may wish to discuss the   
new regulations and/or the general information above with your tax adviser.     

Withdrawals from other Qualified contracts are often limited by the IRC and by  
the employer's plan.                                                            

If you are purchasing the contract as an investment vehicle for a trust under a 
Qualified Plan, you should consider that the contract does not provide any      
additional tax-deferral                                                         

48

benefits beyond the treatment provided by the trust itself. In addition, if the 
contract itself is a qualifying arrangement (as with a 403(b) annuity or IRA),  
the contract generally does not provide tax deferral benefits beyond the        
treatment provided to alternative qualifying arrangements such as trusts or     
custodial accounts. However, in both cases the contract offers features and     
benefits that other investments may not offer. You and your financial           
representative should carefully consider whether the features and benefits,     
including the investment options, lifetime annuity income options, and          
protection through living benefits, death benefits and other benefits provided  
under an annuity contract issued in connection with a Qualified contract are    
suitable for your needs and objectives and are appropriate in light of the      
expense.                                                                        

REQUIRED MINIMUM DISTRIBUTIONS                                                  

Generally, the IRC requires that you begin taking annual distributions from     
Qualified annuity contracts by April 1 of the calendar year following the later 
of (1) the calendar year in which you attain age 70 1/2 or (2) the calendar     
year in which you sever employment from the employer sponsoring the plan. If    
you own a traditional IRA, you must begin receiving minimum distributions by    
April 1 of the calendar year following the calendar year in which you reach age 
70 1/2. If you choose to delay your first distribution until the year after the 
year in which you reach 70 1/2 or sever employment, as applicable, then you     
will be required to withdraw your second required minimum distribution on or    
before December 31 in that same year. For each year thereafter, you must        
withdraw your required minimum distribution by December 31.                     

If you own more than one IRA, you may be permitted to take your annual          
distributions in any combination from your IRAs. A similar rule applies if you  
own more than one TSA. However, you cannot satisfy this distribution            
requirement for your IRA contract by taking a distribution from a TSA, and you  
cannot satisfy the requirement for your TSA by taking a distribution from an    
IRA.                                                                            

You may be subject to a surrender charge on withdrawals taken to meet minimum   
distribution requirements, if the withdrawals exceed the contract's maximum     
penalty free amount.                                                            

Failure to satisfy the minimum distribution requirements may result in a tax    
penalty. You should consult your tax adviser for more information. You may      
elect to have the required minimum distribution amount on your contract         
calculated and withdrawn each year under the automatic withdrawal option. You   
may select monthly, quarterly, semiannual, or annual withdrawals for this       
purpose. This service is provided as a courtesy and we do not guarantee the     
accuracy of our calculations. Accordingly, we recommend you consult your tax    
adviser concerning your required minimum distribution. You may terminate your   
election for automated minimum distribution at any time by sending a written    
request to our Annuity Service Center. Upon notification of your death, we will 
terminate the automatic required minimum distribution unless your Beneficiary   
instructs us otherwise. We reserve the right to change or discontinue this      
service at any time.                                                            

IRS regulations require that the annuity contract value used to determine       
required minimum distributions include the actuarial value of other benefits    
under the contract, such as optional death benefits and/or living benefits. As  
a result, if you request a minimum distribution calculation, or if one is       
otherwise required to be provided, in those specific circumstances where this   
requirement applies, the calculation may be based upon a value that is greater  
than your contract value, resulting in a larger required minimum distribution.  
This regulation does not apply to required minimum distributions made under an  
irrevocable annuity income option. You should discuss the effect of these       
regulations with your tax adviser.                                              

TAX TREATMENT OF DEATH BENEFITS                                                 

The taxable amount of any death benefits paid under the contract are taxable to 
the Beneficiary. The rules governing the taxation of payments from an annuity   
contract, as discussed above, generally apply whether the death benefit is paid 
as lump sum or annuity income payments. Estate taxes may also apply.            

Enhanced death benefits are used as investment protection and are not expected  
to rise to any adverse tax effects. However, the IRS could take the position    
that some or all of the charges for these death benefits should be treated as a 
partial withdrawal from the contract. In that case, the amount of the partial   
withdrawal may be includible in taxable income and subject to the 10% penalty   
if the owner is under 59 1/2, unless another exception applies.                 

If you own a Qualified contract and purchase these enhanced death benefits, the 
IRS may consider these benefits "incidental death benefits" or "life            
insurance." The IRC imposes limits on the amount of the incidental benefits     
and/or life insurance allowable for Qualified contracts and the                 
employer-sponsored plans under which they are purchased. If the death           
benefit(s) selected by you are considered to exceed these limits, the           
benefit(s) could result in taxable income to the owner of the Qualified         
contract, and in some cases could adversely impact the qualified status of the  
Qualified contract or the plan. You should consult your tax adviser regarding   
these features and benefits prior to purchasing a contract.                     

TAX TREATMENT OF OPTIONAL LIVING BENEFITS                                       

Generally, we will treat amounts credited to the contract value under the       
optional living benefit guarantees, for income tax purposes, as earnings in the 
contract. Payments in accordance with such guarantees after the contract value  
has been reduced to zero may be treated for tax purposes as amounts received as 
an annuity, if the other requirements for such treatment are satisfied. All     
payments or withdrawals after cost basis has been reduced to zero,              

49

whether or not under such a guarantee, will be treated as taxable amounts. If   
available and you elect an optional living benefit, the application of certain  
tax rules, including those rules relating to distributions from your contract,  
are not entirely clear. Such benefits are not intended to adversely affect the  
tax treatment of distributions or of the contract. However, you should be aware 
that little guidance is available. You should consult a tax adviser before      
electing an optional living benefit.                                            

CONTRACTS OWNED BY A TRUST OR CORPORATION                                       

A Trust or Corporation or other owner that is not a natural person              
("Non-Natural Owner") that is considering purchasing this contract should       
consult a tax adviser.                                                          

Generally, the IRC does not confer tax-deferred status upon a Non-Qualified     
contract owned by a Non-Natural Owner for federal income tax purposes. Instead  
in such cases, the Non-Natural Owner pays tax each year on the contract's value 
in excess of the owner's cost basis, and the contract's cost basis is then      
increased by a like amount. However, this treatment is not applied to a         
contract held by a trust or other entity as an agent for a natural person nor   
to contracts held by Qualified Plans. Please see the Statement of Additional    
Information for a more detailed discussion of the potential adverse tax         
consequences associated with non-natural ownership of a Non-Qualified annuity   
contract.                                                                       

GIFTS, PLEDGES AND/OR ASSIGNMENTS OF A CONTRACT                                 

If you transfer ownership of your Non-Qualified contract to a person other than 
your spouse (or former spouse incident to divorce) as a gift you will pay       
federal income tax on the contract's cash value to the extent it exceeds your   
cost basis. The recipient's cost basis will be increased by the amount on which 
you will pay federal taxes. In addition, the IRC treats any assignment or       
pledge (or agreement to assign or pledge) of any portion of a Non-Qualified     
contract as a withdrawal. Please see the Statement of Additional Information    
for a more detailed discussion regarding potential tax consequences of gifting, 
assigning, or pledging a Non-Qualified contract.                                

The IRC prohibits Qualified annuity contracts including IRAs from being         
transferred, assigned or pledged as security for a loan. This prohibition,      
however, generally does not apply to loans under an employer-sponsored plan     
(including loans from the annuity contract) that satisfy certain requirements,  
provided that: (a) the plan is not an unfunded deferred compensation plan; and  
(b) the plan funding vehicle is not an IRA.                                     

DIVERSIFICATION AND INVESTOR CONTROL                                            

The IRC imposes certain diversification requirements on the underlying          
investments for a variable annuity. We believe that the manager of the          
Underlying Funds monitors the Funds so as to comply with these requirements. To 
be treated as a variable annuity for tax purposes, the Underlying Funds must    
meet these requirements.                                                        

The diversification regulations do not provide guidance as to the circumstances 
under which you, and not the Company, would be considered the owner of the      
shares of the Variable Portfolios under your Non-Qualified contract, because of 
the degree of control you exercise over the underlying investments. This        
diversification requirement is sometimes referred to as "investor control." The 
determination of whether you possess sufficient incidents of ownership over     
Variable Portfolio assets to be deemed the owner of the Underlying Funds        
depends on all of the relevant facts and circumstances. However, IRS Revenue    
Ruling 2003-91 provides that an annuity owner's ability to choose among general 
investment strategies either at the time of the initial purchase or thereafter, 
does not constitute control sufficient to cause the contract holder to be       
treated as the owner of the Variable Portfolios. The Revenue Ruling provides    
that if, based on all the facts and circumstances, you do not have direct or    
indirect control over the Separate Account or any Variable Portfolio asset,     
then you do not possess sufficient incidents of ownership over the assets       
supporting the annuity to be deemed the owner of the assets for federal income  
tax purposes. If any guidance is provided which is considered a new position,   
then the guidance should generally be applied prospectively. However, if such   
guidance is considered not to be a new position, it may be applied              
retroactively. This would mean that you, as the owner of the Non-Qualified      
contract, could be treated as the owner of the Underlying Fund. Due to the      
uncertainty in this area, we reserve the right to modify the contract in an     
attempt to maintain favorable tax treatment.                                    

These investor control limitations generally do not apply to Qualified          
contracts, which are referred to as "Pension Plan Contracts" for purposes of    
this rule, although the limitations                                             
could be applied to Qualified contracts in the future.                          

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OTHER INFORMATION 
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THE DISTRIBUTOR                                                                 

AIG Capital Services, Inc., Harborside Financial Center, 3200 Plaza 5, Jersey   
City, NJ 07311-4992, distributes the contracts. AIG Capital Services, Inc., an  
affiliate of the Company, is a registered broker-dealer under the Securities    
Exchange Act of 1934, as amended, and is a member of the Financial Industry     
Regulatory Authority ("FINRA"). No underwriting fees are retained by AIG        
Capital Services, Inc. in connection with the distribution of the contracts.    

THE COMPANY                                                                     

The Variable Annuity Life Insurance Company ("VALIC") is a life insurance       
company organized under the laws of the state of Texas. VALIC's home office is  
2929 Allen Parkway,                                                             

50

Houston, Texas 77019. VALIC is successor in interest to a company originally    
organized under the laws of Washington, D.C. on December 21, 1955.              

OWNERSHIP STRUCTURE OF THE COMPANY                                              

VALIC is an indirect, wholly owned subsidiary of American International Group,  
Inc. ("AIG"), a Delaware corporation.                                           

VALIC is regulated for the benefit of policy owners by the insurance regulator  
in its state of domicile and also by all state insurance departments where it   
is licensed to conduct business. VALIC is required by its regulators to hold a  
specified amount of reserves in order to meet its contractual obligations to    
contract owners. Insurance regulations also require VALIC to maintain           
additional surplus to protect against a financial impairment; the amount of     
which surplus is based on the risks inherent in VALIC's operations.             

AIG is a leading international insurance organization serving customers in more 
than 130 countries. AIG companies serve commercial, institutional, and          
individual customers through one of the most extensive worldwide                
property-casualty networks of any insurer. In addition, AIG companies are       
leading providers of life insurance and retirement services in the United       
States. AIG common stock is listed on the New York Stock Exchange and the Tokyo 
Stock Exchange.                                                                 

More information about AIG may be found in the regulatory filings AIG files     
from time to time with the U.S. Securities and Exchange Commission ("SEC") at   
www.sec.gov. For information on how to locate these documents, SEE FINANCIAL    
STATEMENTS, BELOW.                                                              

OPERATION OF THE COMPANY                                                        

The operations of the Company are influenced by many factors, including general 
economic conditions, monetary and fiscal policies of the federal government,    
and policies of state and other regulatory authorities. The level of sales of   
the Company's financial and insurance products is influenced by many factors,   
including general market rates of interest, the strength, weakness and          
volatility of equity markets, terms and conditions of competing financial and   
insurance products and the relative value of such brands.                       

The Company is exposed to market risk, interest rate risk, contract owner       
behavior risk and mortality/longevity risk. Market volatility may result in     
increased risks related to death and living guaranteed benefits on the          
Company's financial and insurance products, as well as reduced fee income in    
the case of assets held in separate accounts, where applicable. These           
guaranteed benefits are sensitive to equity market and other conditions. The    
Company primarily uses capital market hedging strategies to help cover the risk 
of paying guaranteed living benefits in excess of account values as a result of 
significant downturns in equity markets or as a result of other factors. The    
Company has treaties to reinsure a portion of the guaranteed minimum income     
benefits and guaranteed death benefits for equity and mortality risk on some of 
its older contracts. Such risk mitigation may or may not reduce the volatility  
of net income and capital and surplus resulting from equity market volatility.  

The Company is regulated for the benefit of contract owners by the insurance    
regulator in its state of domicile; and also by all state insurance departments 
where it is licensed to conduct business. The Company is required by its        
regulators to hold a specified amount of reserves in order to meet its          
contractual obligations to contract owners. Insurance regulations also require  
the Company to maintain additional surplus to protect against a financial       
impairment the amount of which is based on the risks inherent in the Company's  
operations.                                                                     

THE SEPARATE ACCOUNT                                                            

VALIC Separate Account A is a separate account of VALIC, established under      
Texas law on July 25, 1979. It may be used to support the contract and other    
variable annuity contracts, and used for other permitted purposes.              

The Separate Account is registered with the SEC as a unit investment trust      
under the Investment Company Act of 1940, as amended.                           

Purchase Payments you make that are allocated to the Variable Portfolios are    
invested in the Separate Account. The Company owns the assets in the Separate   
Account and invests them on your behalf, according to your instructions.        
Purchase Payments invested in the Separate Account are not guaranteed and will  
fluctuate with the value of the Variable Portfolios you select. Therefore, you  
assume all of the investment risk for contract value allocated to the Variable  
Portfolios. These assets are kept separate from our General Account and may not 
be charged with liabilities arising from any other business we may conduct.     
Additionally, income gains and losses (realized and unrealized) resulting from  
assets in the Separate Account are credited to or charged against the Separate  
Account without regard to other income gains or losses of the Company.          

You benefit from dividends received by the Separate Account through an increase 
in your unit value. The Company expects to benefit from these dividends through 
tax credits and corporate dividends received deductions; however, these         
corporate deductions are not passed back to the Separate Account or to contract 
Owners.                                                                         

THE GENERAL ACCOUNT                                                             

Obligations that are paid out of the Company's general account ("General        
Account") include any amounts you have allocated to available Fixed Accounts    
and the Secure Value Account, including any interest credited thereon, and      
amounts owed under your contract for death and/or living benefits which are in  
excess of portions of contract value allocated to the Variable Portfolios. The  
obligations and guarantees under the contract are the sole responsibility of    

51

the Company. Therefore, payments of these obligations are subject to our        
financial strength and claims paying ability, and our long term ability to make 
such payments.                                                                  

The General Account assets are invested in accordance with applicable state     
regulation. These assets are exposed to the typical risks normally associated   
with a portfolio of fixed income securities, namely interest rate, option,      
liquidity and credit risk. The Company manages its exposure to these risks by,  
among other things, closely monitoring and matching the duration and cash flows 
of its assets and liabilities, monitoring or limiting prepayment and extension  
risk in its portfolio, maintaining a large percentage of its portfolio in       
highly liquid securities and engaging in a disciplined process of underwriting, 
reviewing and monitoring credit risk. With respect to the living benefits       
available in your contract, we also manage interest rate and certain market     
risk through a hedging strategy in the portfolio and we may require that those  
who elect a living benefit allocate their Purchase Payments in accordance with  
specified investment parameters.                                                

FINANCIAL STATEMENTS                                                            

The financial statements described below are important for you to consider.     
Information about how to obtain these financial statements is also provided     
below.                                                                          

THE COMPANY AND THE SEPARATE ACCOUNT                                            

The financial statements of the Company and the Separate Account are required   
to be provided because you must look to those entities directly to satisfy our  
obligations to you under the Contract.                                          

INSTRUCTIONS TO OBTAIN FINANCIAL STATEMENTS                                     

The financial statements of the Company and -Separate Account are available by  
requesting a free copy of the Statement of Additional Information by calling    
(800) 445-7862 or by using the request form on the last page of this            
prospectus.                                                                     

We encourage both existing and prospective contract Owners to read and          
understand the financial statements.                                            

You can also inspect and copy this information at SEC public facilities at the  
following locations:                                                            

WASHINGTON, DISTRICT OF COLUMBIA                                                
100 F. Street, N.E., Room 1580                                                  
Washington, DC 20549                                                            

CHICAGO, ILLINOIS                                                               
175 W. Jackson Boulevard                                                        
Chicago, IL 60604                                                               

NEW YORK, NEW YORK                                                              
3 World Financial Center, Room 4300                                             
New York, NY 10281                                                              

To obtain copies by mail, contact the Washington, D.C. location. After you pay  
the fees as prescribed by the rules and regulations of the SEC, the required    
documents are mailed. The Company will provide without charge to each person to 
whom this prospectus is delivered, upon written or oral request, a copy of the  
above documents. Requests for these documents should be directed to the         
Company's Annuity Service Center, as follows:                                   

By Mail:                                                                        
Annuity Service Center                                                          
P.O. Box 15570                                                                  
Amarillo, Texas 79105-5570                                                      
Telephone Number: (800) 445-7862                                                

ADMINISTRATION                                                                  

We are responsible for the administrative servicing of your contract. Please    
contact our Annuity Service Center at (800) 445-7862, if you have any comments, 
questions or service requests.                                                  

We send out transaction confirmations and quarterly statements. During the      
Accumulation Phase, you will receive confirmation of transactions for your      
contract. Transactions made pursuant to contractual or systematic agreements,   
such as dollar cost averaging, may be confirmed quarterly. Purchase Payments    
received through the automatic payment plan or a salary reduction arrangement,  
may also be confirmed quarterly. For all other transactions, we send            
confirmations. It is your responsibility to review these documents carefully    
and notify our Annuity Service Center of any inaccuracies immediately. We       
investigate all inquiries. Depending on the facts and circumstances, we may     
retroactively adjust your contract, provided you notify us of your concern      
within 30 days of receiving the transaction confirmation or quarterly           
statement. Any other adjustments we deem warranted are made as of the time we   
receive notice of the error. If you fail to notify our Annuity Service Center   
of any mistakes or inaccuracy within 30 days of receiving the transaction       
confirmation or quarterly statement, we will deem you to have ratified the      
transaction.                                                                    

LEGAL PROCEEDINGS                                                               

The Company is currently defending a lawsuit filed in the Circuit Court of      
Kanawha County, West Virginia on November 12, 2009 by the West Virginia         
Investment Management Board and The West Virginia Consolidated Public           
Retirement Board (the "WV Boards"). In 2012, the WV Boards submitted a report   
prepared by their retained expert that opines their damages total approximately 
$96.3 million. In November 2014, the West Virginia Supreme Court reversed the   
trial court's grant of summary judgment in the Company's favor, and remanded    
the matter to the Business Court for further proceedings.                       

Various federal, state and other regulatory agencies may from time to time      
review, examine or inquire into the operations, practices and procedures of the 
Company, such as through financial examinations, market conduct exams or        
regulatory inquiries. Based on the current status of pending regulatory         
examinations and inquiries involving the Company, the Company believes it is    
not likely that these                                                           

52

regulatory examinations or inquiries will have a material adverse effect on the 
financial position, results of operations or cash flows of the Company.         

Various other lawsuits against the Company have arisen in the ordinary course   
of business. The Company believes it is not likely that contingent liabilities  
arising from such lawsuits will have a material adverse effect on the Company's 
statutory financial statements.                                                 

REGISTRATION STATEMENTS                                                         

Registration statements under the Securities Act of 1933, as amended, related   
to the contracts offered by this prospectus are on file with the SEC. This      
prospectus does not contain all of the information contained in the             
registration statements and exhibits. For further information regarding the     
Separate Account, the Company and its general account, the Variable Portfolios  
and the contract, please refer to the                                           
registration statements and exhibits.                                           

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CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION 
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Additional information concerning the operations of the Separate Account is     
contained in the Statement of Additional Information, which is available        
without charge upon written request. Please use the request form at the back of 
this prospectus and send it to our Annuity Service Center at P.O. Box 15570,    
Amarillo, Texas 79105-5570 or by calling (800) 445-7862. The table of contents  
of the SAI is listed below.                                                     

Separate Account and the Company                                                

General Account                                                                 

Master-Feeder Structure                                                         

Information Regarding the Use of the Volatility Index ("VIX")                   

Performance Data                                                                

Annuity Income Payments                                                         

Annuity Unit Values                                                             

Taxes                                                                           

Distribution of Contracts                                                       

Financial Statements                                                            

53

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APPENDIX A - STATE CONTRACT AVAILABILITY AND/OR VARIABILITY 
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                                                        [Enlarge/Download Table]

  PROSPECTUS PROVISION                    AVAILABILITY OR VARIATION                    ISSUE STATE
                                                                                                  
Administration Charge   Contract Maintenance Fee is $30.                             New Mexico   
Administration Charge   Charge will be deducted pro-rata from Variable Portfolios    New York     
                          only.                                                      Oregon       
                                                                                     Texas        
                                                                                     Washington   
Annuity Date            You may switch to the Income Phase any time after your       Florida      
                          first contract anniversary.                                             
Annuity Date            You may begin the Income Phase any time 13 or more months    New York     
                          after contract issue.                                                   
Free Look               If you are age 65 or older on the contract issue date, the   Arizona      
                          Free Look period is 30 days.                                            
Free Look               If you are age 60 or older on the contract issue date, the   California   
                          Free Look period is 30 days.                                            
Free Look               The Free Look period is 21 days and the amount is            Florida      
                          calculated as the value of your contract plus fees and                  
                        charges on the day we receive your request in Good Order at               
                          the Annuity Service Center.                                             
Free Look               The Free Look period is 20 days.                             Idaho        
                                                                                     North Dakota 
                                                                                     Rhode Island 
                                                                                     Texas        
Free Look               The Free Look amount is calculated as the greater of (1)     New York     
                          Purchase Payments or (2) the value of your contract                     
                        on the day we receive your request in Good Order at the                   
                          Annuity Service Center.                                                 
Minimum Contract Value  The minimum remaining contract value after a partial         Texas        
                          withdrawal must be $2,000.                                              
Nursing Home Waiver     The Nursing Home Waiver is not available.                    California   
Premium Tax             We deduct premium tax charges of 0.50% for Qualified         California   
                          contracts and 2.35% for Non-Qualified contracts based                   
                        on contract value when you begin the Income Phase.                        
Premium Tax             We deduct premium tax charges of 2.0% for Non-Qualified      Maine        
                          contracts based on total Purchase Payments when                         
                        you begin the Income Phase.                                               
Premium Tax             We deduct premium tax charges of 3.5% for Non-Qualified      Nevada       
                          contracts based on contract value when you begin                        
                        the Income Phase.                                                         
Premium Tax             For the first $500,000 in the contract, we deduct premium    South Dakota 
                          tax charges of 1.25% for Non-Qualified contracts                        
                        based on total Purchase Payments when you begin the Income                
                          Phase. For any amount in excess of $500,000 in                          
                        the contract, we deduct front-end premium tax charges of                  
                          0.08% for Non-Qualified contracts based on total                        
                        Purchase Payments when you begin the Income Phase.                        
Premium Tax             We deduct premium tax charges of 1.0% for Qualified          West Virginia
                          contracts and 1.0% for Non-Qualified contracts based on                 
                        contract value when you begin the Income Phase.                           
Premium Tax             We deduct premium tax charges of 1.0% for Non-Qualified      Wyoming      
                          contracts based on total Purchase Payments when                         
                        you begin the Income Phase.                                               
Living Benefits         Charge will be deducted pro-rata from Variable Portfolios    New York     
                          only.                                                      Oregon       
                                                                                     Texas        
                                                                                     Washington   
Transfer Privilege      Any transfer over the limit of 15 will incur a $10 transfer  Pennsylvania 
                          fee.                                                       Texas        

A-1 

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APPENDIX B - FORMULA AND EXAMPLES OF CALCULATIONS OF THE POLARIS INCOME PLUS    
AND POLARIS INCOME BUILDER FEE  
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The fee for Polaris Income Plus and Polaris Income Builder is assessed against  
the Income Base and deducted from the contract value at the end of each Benefit 
Quarter.                                                                        

                                                                [Download Table]

                                                                  MAXIMUM  
                                                                ANNUALIZED 
                                                                 FEE RATE  
                                                                DECREASE OR
                                                                 INCREASE  
                          INITIAL      MAXIMUM      MINIMUM        EACH    
      NUMBER OF           ANNUAL       ANNUAL       ANNUAL        BENEFIT  
   COVERED PERSONS       FEE RATE     FEE RATE     FEE RATE      QUARTER*  
                                                                           
One Covered Person         1.10%        2.20%        0.60%     (+or-)0.25% 
Two Covered Persons        1.35%        2.70%        0.60%     (+or-)0.25% 

*     The fee rate can decrease or increase no more than 0.0625% each quarter   
(0.25%/ 4).                                                         

The Initial Annual Fee Rate is guaranteed for the first Benefit Year.           
Subsequently, the fee rate may change quarterly subject to the parameters       
identified in the table above. Any fee rate adjustment is based on the          
non-discretionary formula stated below which is tied to the change in the       
Volatility Index ("VIX"), an index of market volatility reported by the Chicago 
Board Options Exchange. The fee rate is based on the average of all VIX values  
as of Market Close on each day during the Benefit Quarter for which the fee is  
being calculated (the "Average Value of the VIX"). In general, as the Average   
Value of the VIX decreases or increases, your fee rate will decrease or         
increase accordingly, subject to the maximums and minimums identified in the    
table above.                                                                    

The non-discretionary formula used in the calculation of the Annual Fee Rate    
applicable after the first Benefit Year is:                                     

INITIAL ANNUAL FEE RATE + [0.05% X (AVERAGE VALUE OF THE VIX - 20)]             

You may find the value of the VIX for any given day by going to the Chicago     
Board Options Exchange website, www.cboe.com.                                   

EXAMPLE                                                                         

ASSUME YOU ELECT POLARIS INCOME PLUS FOR ONE COVERED PERSON AND YOU INVEST A    
SINGLE PURCHASE PAYMENT OF $100,000 WITH NO ADDITIONAL PURCHASE PAYMENTS AND NO 
WITHDRAWALS BEFORE THE 16TH BENEFIT QUARTER. ASSUME THE AVERAGE VALUE of the    
VIX, Calculated Formula Value, Annual Fee Rate and Quarterly Fee Rate are as    
follows:                                                                        

                                                                [Download Table]

             AVERAGE     CALCULATED                           
BENEFIT     VALUE of      FORMULA       ANNUAL      QUARTERLY 
QUARTER        VIX         VALUE*      FEE RATE     FEE RATE**
                                                              
   1st       24.82          N/A         1.10%        0.2750%  
   2nd       21.49          N/A         1.10%        0.2750%  
   3rd       24.16          N/A         1.10%        0.2750%  
   4th       19.44          N/A         1.10%        0.2750%  
   5th       16.88         0.94%        0.94%        0.2350%  

*     The Calculated Formula Value equals the number resulting from application 
   of the formula stated above. This amount is compared to the minimum and
maximum fee and the maximum quarterly fee increase to determine the 
annual fee rate each quarter.                                       

**    The Quarterly Fee Rate is the Annual Fee Rate divided by 4.               

IN THE 5TH BENEFIT QUARTER, THE AVERAGE VALUE of the VIX decreases to 16.88. We 
calculate the Annual Fee Rate in the 5th Benefit Quarter as follows:            

STEP 1:    CALCULATION OF THE ANNUAL FEE RATE                                   

Initial Annual Fee Rate + [0.05% x (AVERAGE VALUE of VIX - 20)]       

1.10% + [0.05% x (16.88 - 20)]                                        

1.10% +[0.05% x (-3.12)]                                              

1.10% + (-0.0016) = 0.94% (Annual Fee Rate)                           

STEP 2:    DETERMINE WHETHER THE ANNUAL FEE RATE CALCULATED IN STEP 1 IS WITHIN 
   THE MAXIMUM OR MINIMUM ANNUAL FEE RATE AND WITHIN THE MAXIMUM
QUARTERLY ANNUALIZED FEE RATE INCREASE OR DECREASE        

1.10% - 0.94% = 0.16% which is within 0.25% of the previous Annual Fee Rate     
(1.10%).                                                                        

0.94% is higher than the Minimum Annual Fee Rate (0.60%) and is lower than the  
Maximum Annual Fee Rate (2.20%).                                                

Therefore, the Annual Fee Rate for the 5th Benefit Quarter is 0.94%.            

The Quarterly Fee Rate is 0.2350% (or 0.94% divided by 4).                      

AFTER THE 5TH BENEFIT QUARTER, ASSUME THE AVERAGE VALUE of the VIX, Calculated  
Formula Value, Annual Fee Rate and Quarterly Fee Rate are as follows:           

                                                                [Download Table]

             AVERAGE                                        
              VALUE     CALCULATED                          
BENEFIT        of        FORMULA       ANNUAL      QUARTERLY
QUARTER        VIX        VALUE       FEE RATE     FEE RATE 
                                                            
   6th       20.00        1.10%        1.10%       0.2750%  
   7th       25.57        1.38%        1.35%       0.3375%  
   8th       30.22        1.61%        1.60%       0.4000%  
   9th       26.02        1.40%        1.40%       0.3500%  
   10th      22.83        1.24%        1.24%       0.3100%  
   11th      19.88        1.09%        1.09%       0.2725%  
   12th      20.60        1.13%        1.13%       0.2825%  
   13th      14.44        0.82%        0.88%       0.2200%  
   14th      13.41        0.77%        0.77%       0.1925%  
   15th       9.11        0.56%        0.60%       0.1500%  
   16th      16.30        0.92%        0.85%       0.2125%  

B-1 

IN THE 7TH BENEFIT QUARTER, THE AVERAGE VALUE of the VIX increases to 25.57. We 
calculate the Annual Fee Rate in the 7th Benefit Quarter as follows:            

STEP 1:    CALCULATION OF THE ANNUAL FEE RATE                                   

Initial Annual Fee Rate + [0.05% x (AVERAGE VALUE of VIX - 20)]       

1.10% + [0.05% x (25.57 - 20)]                                        

1.10% + [0.05% x (5.57)]                                              

1.10% + (0.00278) = 1.38% (Annual Fee Rate)                           

STEP 2:    DETERMINE WHETHER THE ANNUAL FEE RATE CALCULATED IN STEP 1 IS WITHIN 
   THE MAXIMUM OR MINIMUM ANNUAL FEE RATE AND WITHIN THE MAXIMUM
QUARTERLY ANNUALIZED FEE RATE INCREASE OR DECREASE        

1.10% - 1.38% = 0.28% which is more than 0.25% higher than the previous Annual  
Fee Rate of 1.10%.                                                              

The Annual Fee Rate is adjusted to be exactly 0.25% higher than the previous    
Annual Fee Rate, which is 1.35% (1.10% + 0.25%). This is within the Minimum and 
Maximum Annual Fee Rates.                                                       

Therefore, the Quarterly Fee Rate is 0.3375% (or 1.35% divided by 4).           

IN THE 13TH BENEFIT QUARTER, THE AVERAGE VALUE of the VIX decreases to 14.44.   
We calculate the Annual Fee Rate in the 13th Benefit Quarter as follows:        

STEP 1:    CALCULATION OF THE ANNUAL FEE RATE                                   

Initial Fee Rate + [0.05% x (AVERAGE VALUE of VIX - 20)]              

1.10% + [0.05% x (14.44 - 20)]                                        

1.10% + [0.05% x (-5.56)]                                             

1.10% + (-0.00278) = 0.82% (Annual Fee Rate)                          

STEP 2:    DETERMINE WHETHER THE ANNUAL FEE RATE CALCULATED IN STEP 1 IS WITHIN 
   THE MAXIMUM OR MINIMUM ANNUAL FEE RATE AND WITHIN THE MAXIMUM
QUARTERLY ANNUALIZED FEE RATE INCREASE OR DECREASE        

1.13% - 0.82% = 0.31% which is more than a 0.25% Quarterly Annualized Fee Rate  
Decrease from the previous Annual Fee Rate of 1.13%.                            

Therefore, the Annual Fee Rate is adjusted to be exactly 0.25% lower than the   
previous Annual Fee Rate, which is 0.88% (1.13% - 0.25%).                       

IN THE 15TH BENEFIT QUARTER, THE AVERAGE VALUE of the VIX decreases to 9.11. We 
calculate the Annual Fee Rate in the 15th Benefit Quarter as follows:           

STEP 1:    CALCULATION OF THE ANNUAL FEE RATE                                   

Initial Fee Rate + [0.05% x (AVERAGE VALUE of VIX - 20)]              

1.10% + [0.05% x (9.11 - 20)]                                         

1.10% + [0.05% x (-10.89)]                                            

1.10% + (-0.005445) = 0.56% (Annual Fee Rate)                         

STEP 2:    DETERMINE WHETHER THE ANNUAL FEE RATE CALCULATED IN STEP 1 IS WITHIN 
   THE MAXIMUM OR MINIMUM ANNUAL FEE RATE AND WITHIN THE MAXIMUM
QUARTERLY ANNUALIZED FEE RATE INCREASE OR DECREASE        

The Annual Fee Rate of 0.56% is lower than the Minimum Annual Fee Rate (0.60%). 

Therefore, the Annual Fee Rate is adjusted to be exactly the Minimum Annual Fee 
Rate, which is 0.60%.                                                           

After the 16th Benefit Quarter, the Annual Fee Rate will continue to increase   
or decrease depending on the movement of the AVERAGE VALUE of the VIX. If your  
contract value falls to zero before the feature has been terminated, the fee    
will no longer be deducted.                                                     

B-2 

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
APPENDIX C - OPTIONAL LIVING BENEFITS EXAMPLES
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

The following examples demonstrate how Purchase Payments invested and           
withdrawals taken from the contract affect the values and benefits of the       
currently offered Living Benefits. The examples are based on a hypothetical     
contract over an extended period of time and do not assume any specific rate of 
return nor do they represent how your contract will actually perform.           

The examples below assume election of Polaris Income Plus Income Option 1 (one  
Covered Person).                                                                

EXAMPLE 1: INITIAL VALUES                                                       

The values shown below are based on the following assumptions:                  

o     Benefit Effective Date = contract issue date                    

o     Initial Purchase Payment = $100,000                             

o     Covered Person = Owner age 67 on the Benefit Effective Date     

o     Maximum Annual Withdrawal Percentage = 5.5%                     

                                                        [Enlarge/Download Table]

                                                                                 MAXIMUM  
                         PURCHASE   ELIGIBLE                           INCOME     ANNUAL  
                         PAYMENTS   PURCHASE   CONTRACT     INCOME     CREDIT   WITHDRAWAL
    VALUES AS OF         INVESTED   PAYMENTS     VALUE       BASE       BASE      AMOUNT  
                                                                                          
Benefit Effective Date  $100,000   $100,000   $100,000   $100,000   $100,000   $5,500     

o     Income Base = Initial Purchase Payment = $100,000               

o     Income Credit Base = Initial Purchase Payment = $100,000        

o     Maximum Annual Withdrawal Amount = Income Base x Maximum Annual 
Withdrawal Percentage                                     

= $100,000 x 5.5% = $5,500                                          

EXAMPLE 2: IMPACT OF ADDING SUBSEQUENT PURCHASE PAYMENTS AND ATTAINING HIGHEST  
ANNIVERSARY VALUES                                                              

The values shown below are based on the assumptions stated in Example 1 above,  
in addition to the following:                                                   

 o     Subsequent Purchase Payment invested in the first contract year =
$150,000.                                                 

  o     Subsequent Purchase Payment invested in the second contract year =
$10,000.                                                  

o     No withdrawals taken in the first 3 contract years              

                                                                [Download Table]

                         PURCHASE   ELIGIBLE   INELIGIBLE    ASSUMED               
                          PAYMENT   PURCHASE    PURCHASE    CONTRACT               
     VALUES AS OF        INVESTED   PAYMENTS    PAYMENTS      VALUE                
                                                                                   
Benefit Effective Date  $100,000   $100,000   $     0      $100,000                
        Year 1          $150,000   $150,000   $     0      $245,000                
     1st Anniversary       --         --          --       $270,000                
        Year 2          $ 10,000      --      $10,000      $290,000                
     2nd Anniversary       --         --          --       $297,000                
     3rd Anniversary       --         --          --       $320,000                


                                                                          MAXIMUM  
                                                     INCOME                ANNUAL  
                         ANNIVERSARY     INCOME      CREDIT     INCOME   WITHDRAWAL
     VALUES AS OF           VALUE         BASE        BASE      CREDIT     AMOUNT  
                                                                                   
Benefit Effective Date       --       $100,000    $100,000       --     $ 5,500    
        Year 1               --       $250,000    $250,000       --     $13,750    
     1st Anniversary    $270,000      $270,000    $270,000    $15,000   $14,850    
        Year 2               --       $270,000    $270,000       --     $14,850    
     2nd Anniversary    $287,000      $287,000    $287,000    $16,200   $15,785    
     3rd Anniversary    $310,000      $310,000    $310,000    $17,220   $17,050    

Eligible Purchase Payments:                                           

        o  First contract year = $250,000 ($100,000 + $150,000 = $250,000)

Ineligible Purchase Payments                                          

         o  Second contract year = $10,000 (Purchase Payments received after
the first year)                                     

The values of the feature are impacted by adding subsequent Purchase Payments   
as follows:                                                                     

o     The Income Base, Income Credit Base and the Maximum Annual      
  Withdrawal Amount ("MAWA") are recalculated at the time each
subsequent Eligible Purchase Payment is received.         

         o  In year 1, the Income Base and Income Credit Base were increased
            to $250,000 ($100,000 + $150,000); and the MAWA was increased to
$13,750 ($250,000 x 5.5%).                          

C-1 

The values of the feature are impacted by attaining the highest Anniversary     
Values as follows:                                                              

   o     The Income Base and Income Credit Base are increased to the highest
      Anniversary Value on each anniversary if the current Anniversary
          Value is greater than the current Income Base plus the Income Credit
 and all previous Anniversary Values; and the Maximum Annual
          Withdrawal Amount ("MAWA") is recalculated based on the value of the
new Income Base.                                          

       o  On the 1st anniversary, the Income Base and Income Credit Base
           were increased to $270,000 ($270,000 is greater than $250,000 +
         $15,000 Income Credit); and the MAWA was increased to $14,850
($270,000 x 5.5%).                                  

       o  On the 2nd anniversary, the Income Base and Income Credit Base
         were increased to $287,000 ($297,000 less Ineligible Purchase
           Payment of $10,000 = $287,000, which is greater than $270,000 +
         $16,200 Income Credit); and the MAWA was increased to $15,785
($287,000 x 5.5%).                                  

       o  On the 3rd anniversary, the Income Base and Income Credit Base
         were increased to $310,000 ($320,000 less Ineligible Purchase
           Payment of $10,000 = $310,000, which is greater than $287,000 +
        $17,220 Income Credit) and the MAWA was increased to $17,050
($310,000 x 5.5%).                                  

EXAMPLE 3: IMPACT OF TAKING WITHDRAWALS (UP TO THE MAXIMUM ANNUAL WITHDRAWAL    
AMOUNT)                                                                         

The values shown below are based on the assumptions stated in Examples 1 and 2  
above, in addition to the following:                                            

o     Withdrawals of 5% of Income Base taken in the fourth and fifth  
contract years.                                           

                                                        [Enlarge/Download Table]

                                                                                         MAXIMUM  
                                ASSUMED                              INCOME               ANNUAL  
                  WITHDRAWAL   CONTRACT   ANNIVERSARY     INCOME     CREDIT    INCOME   WITHDRAWAL
 VALUES AS OF        TAKEN       VALUE       VALUE         BASE       BASE     CREDIT     AMOUNT  
                                                                                                  
3rd Anniversary      --       $320,000   $310,000      $310,000   $310,000   $17,220   $17,050    
    Year 4       $15,500      $322,000        --       $310,000   $310,000      --     $17,050    
4th Anniversary      --       $321,000   $311,000      $313,100   $310,000   $ 3,100   $17,221    
    Year 5       $15,655      $312,000        --       $313,100   $310,000      --     $17,221    
5th Anniversary      --       $305,000   $295,000      $316,200   $310,000   $ 3,100   $17,391    

o     In year 4, $15,500 was withdrawn ($310,000 x 5%).               

o     In year 5, $15,655 was withdrawn ($313,100 x 5%).               

The values of the feature are impacted by withdrawals taken as follows:         

  o     The Income Base and Income Credit Base are not reduced because the
     amount of the withdrawal taken was less than the Maximum Annual
Withdrawal Amount ("MAWA")                                

      o  In year 4, $15,500 was withdrawn and is less than the MAWA of
$17,050.                                            

      o  In year 5, $15,655 was withdrawn and is less than the MAWA of
$17,221.                                            

o     The Income Credit Percentage used to determine the amount of the
          Income Credit added on the 4th and 5th anniversaries were reduced by
          the percent withdrawn (6% Income Credit Percentage - 5% withdrawal =
1% Income Credit Percentage)                              

Income Credit = $3,100 ($310,000 Income Credit Base x 1% Income Credit          
Percentage) 

NOTE: When the Income Base is increased due to the addition of the Income       
Credit, the Income Credit Base is not increased. The Income Credit Base is      
increased by the addition of Eligible Purchase Payments and when the Income     
Base is increased to the highest Anniversary Value (as shown in Example 2       
above).                                                                         

C-2 

EXAMPLE 4: IMPACT OF TAKING EXCESS WITHDRAWALS (IN EXCESS OF THE MAXIMUM ANNUAL 
WITHDRAWAL AMOUNT)                                                              

The values shown below are based on the assumptions stated in Examples 1, 2 and 
3 above, in addition to the following:                                          

o     Withdrawals of 8% of Income Base taken in the sixth and seventh 
contract years.                                           

                                                        [Enlarge/Download Table]

                                                                                        MAXIMUM  
                                ASSUMED                              INCOME              ANNUAL  
                  WITHDRAWAL   CONTRACT   ANNIVERSARY     INCOME     CREDIT   INCOME   WITHDRAWAL
 VALUES AS OF        TAKEN       VALUE       VALUE         BASE       BASE    CREDIT     AMOUNT  
                                                                                                 
5th Anniversary      --       $305,000   $295,000      $316,200   $310,000   $3,100   $17,391    
    Year 6       $25,296      $280,000        --       $307,505   $301,475     --     $16,913    
6th Anniversary      --       $290,000   $280,000      $307,505   $301,475   $    0   $16,913    
    Year 7       $24,600      $260,000        --       $298,864   $293,004     --     $16,438    
7th Anniversary      --       $230,000   $220,000      $298,864   $293,004   $    0   $16,437    

The values of the feature are impacted by taking withdrawals in excess of the   
Maximum Annual Withdrawal Amount ("MAWA") as follows:                           

o     The Income Base and Income Credit Base are reduced by the same  
        proportion by which the contract value is reduced by the amount in
excess of the MAWA:                                       

          o  In year 6, the reduction proportion is 2.75% ([$25,296 - $17,391]
        / [$305,000 - $17,391]); the reduced Income Base is $307,505
           ($316,200 x [1 - 2.75%]); and the reduced Income Credit Base is
$301,475 ($310,000 x [1 - 2.75%]).                  

          o  In year 7, the reduction proportion is 2.81% ([$24,600 - $16,913]
        / [$290,000 - $16,913]); the reduced Income Base is $298,864
           ($307,505 x [1 - 2.81%]); and the reduced Income Credit Base is
$293,004 ($301,475 x [1 - 2.81%]).                  

    o     The Income Credit Percentage is reduced to 0% because the withdrawal
taken was in excess of the MAWA.                          

o     The MAWA is recalculated based on the reduced Income Base.      

EXAMPLE 5: PROTECTED INCOME PAYMENT                                             

The values shown below are based on the assumptions stated in Examples 1, 2, 3  
and 4 above, in addition to the following:                                      

  o     Contract values as shown below and reduced to $0 in Year 11 due to
market conditions.                                        

o     No withdrawals taken after the seventh contract year.           

                                                        [Enlarge/Download Table]

                                                                              MAXIMUM             
                    ASSUMED                              INCOME               ANNUAL     PROTECTED
                   CONTRACT   ANNIVERSARY     INCOME     CREDIT    INCOME   WITHDRAWAL    INCOME  
  VALUES AS OF       VALUE       VALUE         BASE       BASE     CREDIT     AMOUNT      PAYMENT 
                                                                                                  
 7th Anniversary  $230,000   $220,000      $298,864   $293,004   $     0   $16,437          --    
 8th Anniversary  $150,000   $140,000      $316,444   $293,004   $17,580   $17,404          --    
 9th Anniversary  $100,000   $ 90,000      $334,024   $293,004   $17,580   $18,371          --    
10th Anniversary  $ 50,000   $ 40,000      $351,604   $293,004   $17,580   $19,338          --    
    Year 11       $      0   $      0      $351,604   $293,004      --     $19,338          --    
11th Anniversary  $      0   $      0      $351,604   $293,004      --         --       $14,064   

    o     The Protected Income Payment of $14,064 ($351,604 x 4%) will be paid
for the lifetime of the Covered Person.                   

C-3 

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
APPENDIX D - DEATH BENEFITS FOLLOWING SPOUSAL CONTINUATION
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

The following details the standard and Maximum Anniversary Value death benefits 
payable upon the Continuing Spouse's death. The death benefit we will pay to    
the new Beneficiary chosen by the Continuing Spouse varies depending on the     
death benefit option elected by the original Owner of the contract, whether a   
Living Benefit was elected, the age of the Continuing Spouse as of the          
Continuation Date and the Continuing Spouse's date of death.                    

Capitalized terms used in this Appendix have the same meaning as they have in   
the prospectus.                                                                 

We define "Continuation Net Purchase Payments" as Net Purchase Payments made on 
or after the Continuation Date. For the purpose of calculating Continuation Net 
Purchase Payments, the amount that equals the contract value on the             
Continuation Date, including the Continuation Contribution, is considered the   
initial Continuation Purchase Payment. We define "Continuation Purchase         
Payments" as Purchase Payments made on or after the Continuation Date.          

The term "withdrawals" as used in describing the death benefits is defined as   
withdrawals and the fees and charges applicable to those withdrawals.           

The term "Withdrawal Adjustment" is used, if a Living Benefit had been elected, 
to describe the way in which the amount of the death benefit will be adjusted   
for withdrawals depending on when the Continuing Spouse takes a withdrawal and  
the amount of the withdrawal. If cumulative withdrawals for the current         
contract year are taken prior to the Continuing Spouse's 81st birthday and are  
less than or equal to the Maximum Annual Withdrawal Amount, the amount of       
adjustment will equal the amount of each withdrawal. If a withdrawal is taken   
prior to the Continuing Spouse's 81st birthday and cumulative withdrawals for   
the current contract year are in excess of the Maximum Annual Withdrawal        
Amount, the contract value and the death benefit are first reduced by the       
Maximum Annual Withdrawal Amount. The resulting death benefit is further        
adjusted by the withdrawal amount in excess of the Maximum Annual Withdrawal    
Amount by the percentage by which the excess withdrawal reduced the resulting   
contract value. If a withdrawal is taken on or after the Continuing Spouse's    
81st birthday, the amount of adjustment is determined by the percentage by      
which the withdrawal reduced the contract value.                                

THE COMPANY WILL NOT ACCEPT PURCHASE PAYMENTS FROM ANYONE AGE 86 OR OLDER.      
THEREFORE, THE DEATH BENEFIT CALCULATIONS DESCRIBED BELOW ASSUME THAT NO        
PURCHASE PAYMENTS ARE RECEIVED ON OR AFTER THE CONTINUING SPOUSE'S 86TH         
BIRTHDAY.                                                                       

The standard death benefit and the optional Maximum Anniversary Value death     
benefit are calculated differently depending on whether the original Owner had  
elected a Living Benefit, described above.                                      

A.   STANDARD AND MAXIMUM ANNIVERSARY VALUE DEATH BENEFIT PAYABLE UPON          
CONTINUING SPOUSE'S DEATH:                                            

THE FOLLOWING DESCRIBES THE STANDARD DEATH BENEFIT AND THE OPTIONAL MAXIMUM     
ANNIVERSARY VALUE DEATH BENEFIT WITHOUT ELECTION OF A LIVING BENEFIT:           

B.   STANDARD AND MAXIMUM ANNIVERSARY VALUE DEATH BENEFIT PAYABLE UPON          
CONTINUING SPOUSE'S DEATH:                                            

THE FOLLOWING DESCRIBES THE STANDARD DEATH BENEFIT AND THE OPTIONAL MAXIMUM     
ANNIVERSARY VALUE DEATH BENEFIT WITHOUT ELECTION OF A LIVING BENEFIT:           

1.   STANDARD DEATH BENEFIT                                           

     If the Continuing Spouse is age 85 or younger on the Continuation
Date, the death benefit will be the greater of:             

a.  Contract value; or                                      

b.  Continuation Net Purchase Payments.                     

         If the Continuing Spouse is age 86 or older on the Continuation Date,
the death benefit is equal to the contract value.           

2.   OPTIONAL MAXIMUM ANNIVERSARY VALUE DEATH BENEFIT                 

     If the Continuing Spouse is age 80 or younger on the Continuation
Date, the death benefit will be the greatest of:            

a.  Contract value; or                                      

b.  Continuation Net Purchase Payments; or                  

  c.  Maximum anniversary value on any contract anniversary that
             occurred after the Continuation Date, but prior to the earlier of
            the Continuing Spouse's 83rd birthday or date of death, plus any
           Continuation Purchase Payments received since that anniversary;
         and reduced for any withdrawals since that anniversary in the
             same proportion that the withdrawal reduced the contract value on
           the date of such withdrawal. The anniversary value for any year
        is equal to the contract value on the applicable anniversary
after the Continuation Date.                        

If the Continuing Spouse is age 81-85 on the Continuation Date, then the death  
benefit will be the Standard Death Benefit described above and the optional     
Maximum Anniversary Value death benefit fee will no longer be deducted as of    
the Continuation Date.                                                          

If the Continuing Spouse is age 86 or older on the Continuation Date, the death 
benefit is equal to contract value and the optional Maximum Anniversary Value   
death benefit fee will no longer be deducted as of the Continuation Date.       

D-1 

THE FOLLOWING DESCRIBES THE STANDARD DEATH BENEFIT AND THE OPTIONAL MAXIMUM     
ANNIVERSARY VALUE DEATH BENEFIT WITH ELECTION OF A LIVING BENEFIT:              

1.   STANDARD DEATH BENEFIT                                           

     If the Continuing Spouse is age 85 or younger on the Continuation
Date, the death benefit will be the greater of:             

a.  Contract value; or                                      

b.  Continuation Purchase Payments reduced by:              

          (i)        any Withdrawal Adjustments after the Continuation
                        Date, if the Living Benefit has not been terminated;
or                          

          (ii)       any Withdrawal Adjustments after the Continuation
                 Date, prior to the date the Living Benefit is
                      terminated; and reduced for any withdrawals in the
                   same proportion that the withdrawal reduced the
                       contract value on the date of such withdrawal on or
                    after the date the Living Benefit is terminated.

         If the Continuing Spouse is age 86 or older on the Continuation Date,
the death benefit is equal to contract value.               

2.   OPTIONAL MAXIMUM ANNIVERSARY VALUE DEATH BENEFIT                 

     If the Continuing Spouse is age 80 or younger on the Continuation
Date, the death benefit will be the greatest of:            

a.  Contract value; or                                      

b.  Continuation Purchase Payments reduced by:              

          (i)        any Withdrawal Adjustments after the Continuation
                        Date, if the Living Benefit has not been terminated;
or                          

          (ii)       any Withdrawal Adjustments after the Continuation
                 Date, prior to the date the Living Benefit is
                      terminated; and reduced for any withdrawals in the
                   same proportion that the withdrawal reduced the
                       contract value on the date of such withdrawal on or
                    after the date the Living Benefit is terminated.

  c.  Maximum anniversary value on any contract anniversary that
             occurred after the Continuation Date, but prior to the earlier of
        the Continuing Spouse's 83rd birthday or date of death, plus
       Continuation Purchase Payments received since that contract
anniversary; and reduced by:                        

       (i)        any Withdrawal Adjustments since that contract
                   anniversary, if the Living Benefit has not been
terminated: or              

       (ii)       any Withdrawal Adjustments since that contract
                        anniversary, prior to the date the Living Benefit is
                      terminated; and reduced for any withdrawals in the
                   same proportion that the withdrawal reduced the
                       contract value on the date of such withdrawal on or
                    after the date the Living Benefit is terminated.

        The anniversary value for any year is equal to the contract value on
the applicable anniversary.                                 

       If the Continuing Spouse is age 81-85 on the Continuation Date, the
       death benefit will be the Standard Death Benefit with election of a
        Living Benefit, described above and the optional Maximum Anniversary
Value death benefit fee will no longer be deducted as of the
Continuation Date.                                          

         If the Continuing Spouse is age 86 or older on the Continuation Date,
         the death benefit is equal to contract value and the optional Maximum
        Anniversary Value death benefit fee will no longer be deducted as of
the Continuation Date.                                      

WE RESERVE THE RIGHT TO MODIFY, SUSPEND OR TERMINATE THE SPOUSAL CONTINUATION   
PROVISION (IN ITS ENTIRETY OR ANY COMPONENT) AT ANY TIME FOR PROSPECTIVELY      
ISSUED CONTRACTS.                                                               

D-2 

                                                        [Enlarge/Download Table]

    Please forward a copy (without charge) of the Polaris Choice IV Variable Annuity Statement of Additional    
                                                 Information to:                                                
                               (Please print or type and fill in all information.)                              
                                                                                                                
   -----------------------------------------------------------------------                                      
   Name                                                                                                         

   -----------------------------------------------------------------------                                      
   Address                                                                                                      

   -----------------------------------------------------------------------                                      
   City/State/Zip                                                                                               

   -----------------------------------------------------------------------                                      
   Contract Issue Date:                                                                                         

   Date: -------------------------------                                    Signed: ----------------------------

Return to: Issuing Company -----------------------------------------------------                                

Annuity Service Center, P.O. Box 15570, Amarillo, Texas 79105-5570                                              

N-4
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Just 3rd
 STATEMENT OF ADDITIONAL INFORMATION
 -----------------------------------

FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT 

 ISSUED BY

   THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

IN CONNECTION WITH

THE VARIABLE ANNUITY LIFE INSURANCE COMPANY SEPARATE ACCOUNT A

POLARIS CHOICE IV VARIABLE ANNUITY

This Statement of Additional Information is not a prospectus; it should be read 
with the prospectus, dated May 1, 2015, relating to the annuity contracts       
described above. A copy of the prospectus may be obtained without charge by     
calling (800) 445-7862 or writing us at:                                        

   THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
ANNUITY SERVICE CENTER
P.O. BOX 15570
AMARILLO, TEXAS 79105-5570

May 1, 2015 

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 TABLE OF CONTENTS

                                                                [Download Table]

                                                                   PAGE
                                                                   ----
                                                                       
Separate Account and the Company.................................    3 

General Account..................................................    4 

Master-Feeder Structure..........................................    5 

Information Regarding the Use of the Volatility Index ("VIX")....    6 

Performance Data ................................................    7 

Annuity Income Payments .........................................   10 

Annuity Unit Values .............................................   11 

Taxes............................................................   14 

Distribution of Contracts........................................   24 

Financial Statements.............................................   24 


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SEPARATE ACCOUNT AND THE COMPANY
--------------------------------

    The Variable Annuity Life Insurance Company ("VALIC" or "Company") is a life
insurance company organized under the laws of the state of Texas. VALIC's home  
office is 2929 Allen Parkway, Houston, Texas 77019. VALIC is successor in       
interest to a company originally organized under the laws of Washington, D.C. on
December 21, 1955. The Company is an indirect, wholly-owned subsidiary of       
American International Group, Inc. ("American International Group"), a Delaware 
corporation. American International Group is a holding company which, through   
its subsidiaries, is engaged primarily in a broad range of insurance and        
insurance-related activities in the United States and abroad. The commitments   
under the contacts are the Company's, and American International Group has no   
legal obligation to back those commitments.                                     

VALIC Separate Account A ("Separate Account") is a separate account of  
VALIC, established under Texas law on July 25, 1979. It may be used to support  
the contract and other variable annuity contracts, and used for other permitted 
purposes.                                                                       

 The Separate Account meets the definition of a "Separate Account" under
the federal securities laws and is registered with the SEC as a unit investment 
trust under the Investment Company Act of 1940. This registration does not      
involve supervision of the management of the Separate Account or the Company by 
the SEC.                                                                        

The assets of the Separate Account are the property of the Company.   
However, the assets of the Separate Account, equal to its reserves and other    
contract liabilities, are not chargeable with liabilities arising out of any    
other business the Company may conduct. Income, gains, and losses, whether or   
not realized, from assets allocated to the Separate Account are credited to or  
charged against the Separate Account without regard to other income, gains, or  
losses of the Company.                                                          

   The Separate Account is divided into Variable Portfolios, with the assets
of each Variable Portfolio invested in the shares of one of the underlying      
funds. The Company does not guarantee the investment performance of the         
Separate Account, its Variable Portfolios or the underlying funds. Values       
allocated to the Separate Account and the amount of variable Annuity Income     
Payments will vary with the values of shares of the underlying funds, and are   
also reduced by contract charges.                                               

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   The basic objective of a variable annuity contract is to provide variable
Annuity Income Payments which will be to some degree responsive to changes in   
the economic environment, including inflationary forces and changes in rates of 
return available from various types of investments. The contract is designed to 
seek to accomplish this objective by providing that variable Annuity Income     
Payments will reflect the investment performance of the Separate Account with   
respect to amounts allocated to it both before and after the Annuity Date. Since
the Separate Account is always fully invested in shares of the underlying funds,
its investment performance reflects the investment performance of those         
entities. The values of such shares held by the Separate Account fluctuate and  
are subject to the risks of changing economic conditions as well as the risk    
inherent in the ability of the underlying funds' managements to make necessary  
changes in their funds to anticipate changes in economic conditions. Therefore, 
the owner bears the entire investment risk that the basic objectives of the     
contract may not be realized, and that the adverse effects of inflation may not 
be lessened. There can be no assurance that the aggregate amount of variable    
Annuity Income Payments will equal or exceed the Purchase Payments made with    
respect to a particular account for the reasons described above, or because of  
the premature death of an Annuitant.                                            

     Another important feature of the contract related to its basic objective is
the Company's promise that the dollar amount of variable Annuity Income Payments
made during the lifetime of the Annuitant will not be adversely affected by the 
actual mortality experience of the Company or by the actual expenses incurred by
the Company in excess of expense deductions provided for in the contract        
(although the Company does not guarantee the amounts of the variable Annuity    
Income Payments).                                                               

 GENERAL ACCOUNT
 ---------------

    The general account is made up of all of the general assets of the Company
other than those allocated to the Separate Account or any other segregated asset
account of the Company. A Purchase Payment may be allocated to the DCA accounts 
available in connection with the general account, as elected by the owner at the
time of purchasing a contract or when making a subsequent Purchase Payment.     
Assets supporting amounts allocated to fixed account options become part of the 
Company's general account assets and are available to fund the claims of all    
classes of customers of the Company, as well as of its creditors. Accordingly,  
all of the Company's assets held in the general account will be available to    
fund the Company's obligations under the contracts as well as such other claims.

 The Company will invest the assets of the general account in the manner
chosen by the Company and allowed by applicable state laws regarding the nature 
and quality of investments that may be made by life insurance companies and the 
percentage of their assets that may be committed to any particular type of      
investment. In general, these laws permit investments, within specified limits  
and subject to certain qualifications, in federal, state and municipal          
obligations, corporate bonds, preferred and common stocks, real estate          
mortgages, real estate and certain other investments.                           

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MASTER-FEEDER STRUCTURE 
----------------------- 

The following underlying funds currently do not buy individual securities       
directly: American Funds Global Growth SAST Portfolio, American Funds Growth    
SAST Portfolio, American Funds Growth-Income SAST Portfolio, and American Funds 
Asset Allocation SAST Portfolio (the "Feeder Funds"). Instead, each Feeder Fund 
invests all of its investment assets in a corresponding "Master Fund" of        
American Funds Insurance Series(R), managed by Capital Research and Management  
Company ("Capital Research").                                                   

Because each Feeder Fund invests all of its assets in a Master Fund, the        
investment adviser to the Feeder Funds, SunAmerica Asset Management, LLC        
("SAAMCo") does not provide any portfolio management services for the Feeder    
Funds. SAAMCo provides those services for the Feeder Funds that are normally    
provided by a fund's investment adviser with the exception of portfolio         
management. Such services include, but are not limited to: monitoring the       
ongoing investment performance of the Master Funds, monitoring the Feeder Funds'
other service providers, facilitating the distribution of Master Fund           
shareholder materials to Feeder Fund shareholders and providing such other      
services as are necessary or appropriate to the efficient operation of the      
Feeder Funds with respect to their investment in the corresponding Master Funds.
Pursuant to its investment advisory agreement with SunAmerica Series Trust,     
SAAMCo will provide these services so long as a Feeder Fund is a "feeder fund"  
investing in a Master Fund.                                                     

SAAMCo has contractually agreed to waive 0.70% of its advisory fee for so long  
as the Feeder Fund is operated as a feeder fund. Under the master-feeder        
structure, however, each Feeder Fund may withdraw its entire investment from its
corresponding Master Fund if the Feeder Fund Board determines that it is in the 
best interests of the Feeder Fund and its shareholders to do so. If the         
Underlying Fund ceases to operate as a "feeder fund," SAAMCo will serve as      
investment manager for the Feeder Fund.                                         

The terms "Feeder Fund" and "Master Fund" as used in the Prospectus are used for
ease of relevant disclosure. There are a number of differences between          
arrangements commonly referred to as master-feeder funds, and the investments by
the Feeder Funds in the Master Funds described in the Prospectus. These         
differences include the following:                                              

 o    Advisory fees commonly are assessed by the master fund, but not by the
       feeder fund. The Master Funds and the Feeder Funds both have investment
  advisory fees. (However, as described above, SAAMCo's advisory fee
is solely attributable to administrative services, not portfolio
management. Moreover, SAAMCo has contractually agreed to waive  
        certain Feeder Fund advisory fees for as long as the Feeder Funds invest
in a Master Fund); and                                          

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   o    Master funds commonly sell their shares only to feeder funds. The Master
Funds in which the Feeder Funds invest also sell their shares to
      separate accounts of life insurance companies to fund variable annuity
        contracts and variable life insurance contracts issued by the companies.

 INFORMATION REGARDING THE USE OF THE VOLATILITY INDEX ("VIX")

This variable annuity is not sponsored, endorsed, sold or promoted by Standard  
& Poor's Financial Services LLC ("S&P") or the Chicago Board Options Exchange,  
Incorporated ("CBOE"). S&P and CBOE make no representation, condition or        
warranty, express or implied, to the owners of this variable annuity or any     
member of the public regarding the advisability of investing in securities      
generally or in this variable annuity or in the ability of the CBOE Volatility  
Index (the "VIX") track market performance. S&P's and CBOE's only relationship  
to the Company is the licensing of certain trademarks and trade names of S&P,   
CBOE and the VIX which is determined, composed and calculated by S&P without    
regard to the Company or this variable annuity. S&P has no obligation to take   
the needs of the Company or the owners of this variable annuity into            
consideration in determining, composing or calculating the VIX. S&P and CBOE are
not responsible for and have not participated in the determination of the timing
of, prices at, or quantities of this variable annuity to be issued or in the    
determination or calculation of the equation by which this variable annuity is  
to be converted into cash. S&P and CBOE have no obligation or liability in      
connection with the administration, marketing or trading of this variable       
annuity.                                                                        

Neither S&P, its affiliates nor their third party licensors, including CBOE,    
guarantee the adequacy, accuracy, timeliness or completeness of the VIX or any  
data included therein or any communications, including but not limited to, oral 
or written communications (including electronic communications) with respect    
thereto. S&P, its affiliates and their third party licensors, including CBOE,   
shall not be subject to any damages or liability for any errors, omissions or   
delays therein. S&P and CBOE make no express or implied warranties, and         
expressly disclaim all warranties of merchantability or fitness for a particular
purpose or use with respect to the marks, the VIX or any data included therein. 
Without limiting any of the foregoing, in no event whatsoever shall S&P, its    
affiliates or their third party licensors, including CBOE, be liable for any    
indirect, special, incidental, punitive or consequential damages, including but 
not limited to, loss of profits, trading losses, lost time or goodwill, even if 
they have been advised of the possibility of such damages, whether in contract, 
tort, strict liability or otherwise.                                            

"Standard & Poor's(R)", "S&P(R)", "S&P 500(R)" and "Standard & Poor's 500(TM)"  
are trademarks of Standard & Poor's Financial Services LLC ("S&P") and have been
licensed for use by the Company. "CBOE", "CBOE Volatility Index" and "VIX" is a 
trademark of the Chicago Board Options Exchange, Incorporated and has been      
licensed for use by S&P.                                                        

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PERFORMANCE DATA
----------------

From time to time, we periodically advertise performance data relating to       
Variable Portfolios and Underlying Funds. We will calculate performance by      
determining the percentage change in the value of an Accumulation Unit by       
dividing the increase (or decrease) for that unit by the value of the           
Accumulation Unit at the beginning of the period. This performance number       
reflects the deduction of the Separate Account charges (including certain death 
benefit rider charges) and the Underlying Fund expenses. It does not reflect the
deduction of any applicable contract maintenance fee, withdrawal (or sales)     
charges, if applicable, or optional feature charges. The deduction of these     
charges would reduce the percentage increase or make greater any percentage     
decrease. Any advertisement will include total return figures which reflect the 
deduction of the Separate Account charges (including certain death benefit      
charges), contract maintenance fee, withdrawal (or sales) charges and the       
Underlying Fund expenses.                                                       

We may advertise the optional living benefits and death benefits using          
illustrations showing how the benefit works with historical performance of      
specific Underlying Funds or with a hypothetical rate of return (which will not 
exceed 12%) or a combination of historical and hypothetical returns. These      
illustrations will reflect the deduction of all applicable charges including the
Underlying Fund expenses.                                                       

The Separate Account may advertise "total return" data for the Variable         
Portfolios. Total return figures are based on historical data and are not       
intended to indicate future performance. "Total return" is a computed rate of   
return that, when compounded annually over a stated period of time and applied  
to a hypothetical initial investment in a Variable Portfolio made at the        
beginning of the period, will produce the same contract value at the end of the 
period that the hypothetical investment would have produced over the same period
(assuming a complete redemption of the contract at the end of the period).      

For periods starting prior to the date the Variable Portfolios first became     
available through the Separate Account, the total return data for the Variable  
Portfolios of the Separate Account will be derived from the performance of the  
corresponding Underlying Funds, modified to reflect the charges and expenses as 
if the contract had been in existence since the inception date of each          
respective Underlying Fund. Further, returns shown are for the original class of
shares of certain Underlying Funds, adjusted to reflect the fees and charges for
the newer class of shares until performance for the newer class becomes         
available. Returns of the newer class of shares will be lower than those of the 
original class since the newer class of shares is subject to (higher) service   
fees. We commonly refer to these performance calculations as hypothetical       
adjusted historical returns. Performance figures similarly adjusted but based on
the Underlying Funds' performance (outside of this Separate Account) should not 
be construed to be actual historical performance of the relevant Separate       
Account's Variable Portfolio. Rather, they are intended to indicate the         
historical performance of the corresponding Underlying Funds, adjusted to       
provide direct comparability to the performance of the Variable Portfolios after
the date the contracts were first offered to the public (reflecting certain     
contractual fees and charges).                                                  

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CASH MANAGEMENT PORTFOLIO                                                       

Current yield is computed by first determining the Base Period Return 
attributable to a hypothetical contract having a balance of one Accumulation    
Unit at the beginning of a 7 day period using the formula:                      

Base Period Return = (EV-SV-CMF)/(SV)                       

where:                                                      

     SV     =   value of one Accumulation Unit at the start of a 7 day
period                                

     EV     =   value of one Accumulation Unit at the end of the 7 day
period                                

          CMF    =   an allocated portion of the $50 annual contract maintenance
fee, prorated for 7 days              

 The change in the value of an Accumulation Unit during the 7 day period
reflects the income received, minus any expenses accrued, during such 7 day     
period. The Contract Maintenance Fee (CMF) is first allocated among the Variable
Portfolios and the general account so that each Variable Portfolio's allocated  
portion of the charge is proportional to the percentage of the number of        
contract owners' accounts that have money allocated to that Variable Portfolio. 
The portion of the charge allocable to the Cash Management Portfolio is further 
reduced, for purposes of the yield computation, by multiplying it by the ratio  
that the value of the hypothetical contract bears to the value of an account of 
average size for contracts funded by the Cash Management Portfolio. Finally, the
result is multiplied by the fraction 365/7 to arrive at the portion attributable
to the 7 day period.                                                            

   The current yield is then obtained by annualizing the Base Period Return:

Current Yield = (Base Period Return) x (365/7)                        

     The Cash Management Portfolio also quotes an "effective yield" that differs
from the current yield given above in that it takes into account the effect of  
dividend reinvestment in the underlying fund. The effective yield, like the     
current yield, is derived from the Base Period Return over a 7 day period.      
However, the effective yield accounts for dividend reinvestment by compounding  
the current yield according to the formula:                                     

                     365/7
Effective Yield = [(Base Period Return + 1)      - 1]                 

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    The yield quoted should not be considered a representation of the yield of
the Cash Management Portfolio in the future since the yield is not fixed. Actual
yields will depend on the type, quality and maturities of the investments held  
by the underlying fund and changes in interest rates on such investments.       

  Yield information may be useful in reviewing the performance of the Cash
Management Portfolio and for providing a basis for comparison with other        
investment alternatives. However, the Cash Management Portfolio's yield         
fluctuates, unlike bank deposits or other investments that typically pay a fixed
yield for a stated period of time. In periods of very low short-term interest   
rates, the Portfolio's yield may become negative, which may result in a decline 
in value of your investment.                                                    

OTHER VARIABLE PORTFOLIOS                                                       

The Variable Portfolios of the Separate Account other than the Cash   
Management Portfolio compute their performance data as "total return."          

 The total returns since each Variable Portfolio's inception date, for a
1-year period and, if applicable, for a 5-year period, are shown on the         
following pages, both with and without an assumed complete redemption at the end
of the stated period.                                                           

These rates of return do not reflect election of any optional features. As a fee
is charged for these features, the rates of return would be lower if these      
features were included in the calculations. Total return figures are based on   
historical data and are not intended to indicate future performance.            

POLARIS PORTFOLIO ALLOCATOR MODELS PERFORMANCE                                  

The Separate Account also computes "total return" data for each of the Polaris  
Portfolio Allocator models. Each model is comprised of a combination of Variable
Portfolios available under the contract using various asset classes based on    
historical asset class performance.                                             

Total return for a Polaris Portfolio Allocator model represents a single        
computed annual rate of return that, when compounded annually over a specified  
time period (one, five, and ten years, or since inception) and applied to a     
hypothetical investment in a contract, will produce the same contract value at  
the end of the period that the hypothetical investment would have produced over 
the same period. It is assumed that the initial hypothetical investment is made 
on the model inception date and rebalanced in accordance with the model on each 
evaluation date. The model inception date is the date when the model was first  
offered for investment.                                                         

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ANNUITY INCOME PAYMENTS 
----------------------- 

INITIAL MONTHLY ANNUITY INCOME PAYMENTS                                         

 The initial Annuity Income Payment is determined by applying separately
that portion of the contract value allocated to the fixed account options and   
the Variable Portfolio(s), less any premium tax, and then applying it to the    
annuity table specified in the contract for fixed and variable Annuity Income   
Payments. Those tables are based on a set amount per $1,000 of proceeds applied.
The appropriate rate must be determined by the sex (except where, as in the case
of certain Qualified contracts and other employer-sponsored retirement plans,   
such classification is not permitted) and age of the Annuitant and designated   
second person, if any, and the annuity income option selected.                  

    The dollars applied are then divided by 1,000 and the result multiplied by
the appropriate annuity factor appearing in the table to compute the amount of  
the first monthly Annuity Income Payment. In the case of a variable annuity,    
that amount is divided by the value of an Annuity Unit as of the Annuity Date to
establish the number of Annuity Units representing each variable Annuity Income 
Payment. The number of Annuity Units determined for the first variable Annuity  
Income Payment remains constant for the second and subsequent monthly variable  
Annuity Income Payments, assuming that no reallocation of contract values is    
made.                                                                           

SUBSEQUENT MONTHLY PAYMENTS                                                     

For fixed Annuity Income Payments, the amount of the second and each  
subsequent monthly Annuity Income Payment is the same as that determined above  
for the first monthly payment.                                                  

 For variable Annuity Income Payments, the amount of the second and each
subsequent monthly Annuity Income Payment is determined by multiplying the      
number of Annuity Units, as determined in connection with the determination of  
the initial monthly payment, above, by the Annuity Unit value as of the day     
preceding the date on which each Annuity Income Payment is due.                 

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 ANNUITY UNIT VALUES
 -------------------

    The value of an Annuity Unit is determined independently for each Variable
Portfolio.                                                                      

    The annuity tables contained in the contract are based on a 3.5% per annum
assumed investment rate. If the actual net investment rate experienced by a     
Variable Portfolio exceeds 3.5%, variable Annuity Income Payments derived from  
allocations to that Variable Portfolio will increase over time. Conversely, if  
the actual rate is less than 3.5%, variable Annuity Income Payments will        
decrease over time. If the net investment rate equals 3.5%, the variable Annuity
Income Payments will remain constant. If a higher assumed investment rate had   
been used, the initial monthly payment would be higher, but the actual net      
investment rate would also have to be higher in order for Annuity Income        
Payments to increase (or not to decrease).                                      

     The payee receives the value of a fixed number of Annuity Units each month.
The value of a fixed number of Annuity Units will reflect the investment        
performance of the Variable Portfolios elected, and the amount of each Annuity  
Income Payment will vary accordingly.                                           

    For each Variable Portfolio, the value of an Annuity Unit is determined by
multiplying the Annuity Unit value for the preceding month by the Net Investment
Factor for the month for which the Annuity Unit value is being calculated. The  
result is then multiplied by a second factor which offsets the effect of the    
assumed net investment rate of 3.5% per annum which is assumed in the annuity   
tables contained in the contract.                                               

NET INVESTMENT FACTOR                                                           

  The Net Investment Factor ("NIF") is an index applied to measure the net
investment performance of a Variable Portfolio from one day to the next. The NIF
may be greater or less than or equal to one; therefore, the value of an Annuity 
Unit may increase, decrease or remain the same.                                 

 The NIF for any Variable Portfolio for a certain month is determined by
dividing (a) by (b) where:                                                      

     (a)  is the Accumulation Unit value of the Variable Portfolio determined as
of the end of that month, and                               

     (b)  is the Accumulation Unit value of the Variable Portfolio determined as
of the end of the preceding month.                          

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    The NIF for a Variable Portfolio for a given month is a measure of the net
investment performance of the Variable Portfolio from the end of the prior month
to the end of the given month. A NIF of 1.000 results in no change; a NIF       
greater than 1.000 results in an increase; and a NIF less than 1.000 results in 
a decrease. The NIF is increased (or decreased) in accordance with the increases
(or decreases, respectively) in the value of a share of the underlying fund in  
which the Variable Portfolio invests; it is also reduced by Separate Account    
asset charges.                                                                  

ILLUSTRATIVE EXAMPLE                                                  
--------------------                                                  

 Assume that one share of a given Variable Portfolio had an Accumulation
Unit value of $11.46 as of the close of the New York Stock Exchange ("NYSE") on 
the last business day in September; that its Accumulation Unit value had been   
$11.44 at the close of the NYSE on the last business day at the end of the      
previous month. The NIF for the month of September is:                          

NIF = ($11.46/$11.44)                   

= 1.00174825                    

     The change in Annuity Unit value for a Variable Portfolio from one month to
the next is determined in part by multiplying the Annuity Unit value at the     
prior month end by the NIF for that Variable Portfolio for the new month. In    
addition, however, the result of that computation must also be multiplied by an 
additional factor that takes into account, and neutralizes, the assumed         
investment rate of 3.5 percent per annum upon which the Income Payment tables   
are based. For example, if the net investment rate for a Variable Portfolio     
(reflected in the NIF) were equal to the assumed investment rate, the variable  
Income Payments should remain constant (i.e., the Annuity Unit value should not 
change). The monthly factor that neutralizes the assumed investment rate of 3.5 
percent per annum is:                                                           

(1/12)                  
1/[(1.035)      ] = 0.99713732              

In the example given above, if the Annuity Unit value for the Variable
Portfolio was $10.103523 on the last business day in August, the Annuity Unit   
value on the last business day in September would have been:                    

   $10.103523 x 1.00174825 x 0.99713732 = $10.092213

    To determine the initial payment, the initial annuity payment for variable
annuitization is calculated based on our mortality expectations and an assumed  
interest rate (AIR) of 3.5%. Thus the initial variable annuity payment is the   
same as the initial payment for a fixed interest payout annuity calculated at an
effective rate of 3.5%.                                                         

     The NIF measures the performance of the funds that are basis for the amount
of future annuity payments. This performance is compared to the AIR, and if the 
growth in the NIF is the same as the AIR rate the payment remains the same as   
the prior month. If the rate of growth of the NIF is different than the AIR,    
then the payment is changed proportionately to the ratio (1+NIF) / (1+AIR),     
calculated on a monthly basis. If the NIF is greater than the AIR, then this    
proportion is less that one and payments are decreased.                         

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VARIABLE INCOME PAYMENTS                                                        

ILLUSTRATIVE EXAMPLE                                                  
--------------------                                                  

     Assume that a male owner, P, owns a contract in connection with which P has
allocated all of his contract value to a single Variable Portfolio. P is also   
the sole Annuitant and, at age 60, has elected to annuitize his contract under  
Option 4, a Life Annuity With 120 Monthly Payments Guaranteed. As of the last   
valuation preceding the Annuity Date, P's Account was credited with 7543.2456   
Accumulation Units each having a value of $15.432655, (i.e., P's account value  
is equal to 7543.2456 x $15.432655 = $116,412.31). Assume also that the Annuity 
Unit value for the Variable Portfolio on that same date is $13.256932, and that 
the Annuity Unit value on the day immediately prior to the second Annuity Income
Payment date is $13.327695.                                                     

  P's first variable Annuity Income Payment is determined from the annuity
factor tables in P's contract, using the information assumed above. From these  
tables, which supply monthly annuity factors for each $1,000 of applied contract
value, P's first variable Annuity Income Payment is determined by multiplying   
the factor of $4.92 (Option 4 tables, male Annuitant age 60 at the Annuity Date)
by the result of dividing P's account value by $1,000:                          

  First Payment = $4.92 x ($116,412.31/$1,000) = $572.75

 The number of P's Annuity Units (which will be fixed; i.e., it will not
change unless he transfers his Account to another Account) is also determined at
this time and is equal to the amount of the first variable Annuity Income       
Payment divided by the value of an Annuity Unit on the day immediately prior to 
annuitization:                                                                  

Annuity Units = $572.75/$13.256932 = 43.203812      

     P's second variable Annuity Income Payment is determined by multiplying the
number of Annuity Units by the Annuity Unit value as of the day immediately     
prior to the second payment due date:                                           

Second Payment = 43.203812 x $13.327695 = $575.81   

     The third and subsequent variable Annuity Income Payments are computed in a
manner similar to the second variable Annuity Income Payment.                   

   Note that the amount of the first variable Annuity Income Payment depends
on the contract value in the relevant Variable Portfolio on the Annuity Date and
thus reflects the investment performance of the Variable Portfolio net of fees  
and charges during the Accumulation Phase. The amount of that payment determines
the number of Annuity Units, which will remain constant during the Annuity Phase
(assuming no transfers from the Variable Portfolio). The net investment         
performance of the Variable Portfolio during the Annuity Phase is reflected in  
continuing changes during this phase in the Annuity Unit value, which determines
the amounts of the second and subsequent variable Annuity Income Payments.      

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 TAXES
 -----

GENERAL                                                                         

Note:  DISCUSSIONS REGARDING THE TAX TREATMENT OF ANY ANNUITY CONTRACT OR       
RETIREMENT PLAN AND PROGRAM ARE INTENDED FOR GENERAL PURPOSES ONLY AND ARE NOT  
INTENDED AS TAX ADVICE, EITHER GENERAL OR INDIVIDUALIZED, NOR SHOULD THEY BE    
INTERPRETED TO PROVIDE ANY PREDICTIONS OR GUARANTEES OF A PARTICULAR TAX        
TREATMENT. SUCH DISCUSSIONS GENERALLY ARE BASED UPON THE COMPANY'S UNDERSTANDING
OF CURRENT TAX RULES AND INTERPRETATIONS, AND MAY INCLUDE AREAS OF THOSE RULES  
THAT ARE MORE OR LESS CLEAR OR CERTAIN. TAX LAWS ARE SUBJECT TO LEGISLATIVE     
MODIFICATION, AND WHILE MANY SUCH MODIFICATIONS WILL HAVE ONLY A PROSPECTIVE    
APPLICATION, IT IS IMPORTANT TO RECOGNIZE THAT A CHANGE COULD HAVE RETROACTIVE  
EFFECT AS WELL. YOU SHOULD SEEK COMPETENT TAX OR LEGAL ADVICE, AS YOU DEEM      
NECESSARY OR APPROPRIATE, REGARDING YOUR OWN CIRCUMSTANCES. WE DO NOT GUARANTEE 
THE TAX STATUS OR TREATMENT OF YOUR ANNUITY.                                    

Section 72 of the Internal Revenue Code of 1986, as amended (the "Code" or      
"IRC") governs taxation of annuities in general. A natural owner is not taxed on
increases in the value of a contract until distribution occurs, either in the   
form of a non-annuity distribution or as income payments under the annuity      
option elected. For a lump-sum payment received as a total surrender (total     
redemption), the recipient is taxed on the portion of the payment that exceeds  
the cost basis of the contract. For a payment received as a withdrawal (partial 
redemption), federal tax liability is determined on a last-in, first-out basis, 
meaning taxable income is withdrawn before the cost basis of the contract is    
withdrawn. A different rule applies to Purchase Payments made (including, if    
applicable, in the case of a contract issued in exchange for a prior contract)  
prior to August 14, 1982. Those Purchase Payments are considered withdrawn first
for federal income tax purposes, followed by earnings on those Purchase         
Payments. For Non-Qualified contracts, the cost basis is generally the Purchase 
Payments. The taxable portion of the lump-sum payment is taxed at ordinary      
income tax rates. Tax penalties may also apply.                                 

If you purchase your contract under one of a number of types of employer-       
sponsored retirement plans, as an individual retirement annuity, or under an    
individual retirement account, your contract is referred to as a Qualified      
Contract. Examples of qualified plans or arrangements are: Individual Retirement
Annuities and Individual Retirement Accounts (IRAs), Roth IRAs, Tax-Sheltered   
Annuities (also referred to as 403(b) annuities or 403(b) contracts), plans of  
self-employed individuals (often referred to as H.R. 10 Plans or Keogh Plans),  
pension and profit sharing plans including 401(k) plans, and governmental 457(b)
plans. Typically, for employer plans and tax-deductible IRA contributions, you  
have not paid any tax on the Purchase Payments used to buy your contract and    
therefore, you have no cost basis in your contract. However, you normally will  
have a cost basis in a Roth IRA, a designated Roth account in a 403(b), 401(k), 
or governmental 457(b) plan, and you may have cost basis in a traditional IRA or
in another Qualified contract.                                                  

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For annuity payments, the portion of each payment that is in excess of the      
exclusion amount is includible in taxable income. The exclusion amount for      
payments based on a fixed annuity option is determined by multiplying the       
payment by the ratio that the cost basis of the Contract (if any, and adjusted  
for any period or refund feature) bears to the expected return under the        
Contract. The exclusion amount for payments based on a variable annuity option  
is determined by dividing the cost basis of the Contract (adjusted for any      
period certain or refund guarantee) by the number of years over which the       
annuity is expected to be paid. Payments received after the investment in the   
Contract has been recovered (i.e. when the total of the excludable amount equals
the investment in the Contract) are fully taxable. The taxable portion is taxed 
at ordinary income tax rates. For certain types of qualified plans there may be 
no cost basis in the Contract within the meaning of Section 72 of the Code.     
Owners, annuitants and beneficiaries under the Contracts should seek competent  
financial advice about the tax consequences of any distributions.               

The Company is taxed as a life insurance company under the Code. For federal    
income tax purposes, the Separate Account is not a separate entity from the     
Company and its operations form a part of the Company.                          

TAX TREATMENT OF DISTRIBUTIONS - NON-QUALIFIED CONTRACTS                        

If you make partial or total withdrawals from a non-qualified contract, the Code
generally treats such withdrawals as coming first from taxable earnings and then
coming from your Purchase Payments.  Purchase payments made prior to August 14, 
1982, however, are an important exception to this general rule, and for tax     
purposes generally are treated as being distributed first, before either the    
earnings on those contributions, or other purchase payments and earnings in the 
contract.  If you annuitize your contract, a portion of each income payment will
be considered, for tax purposes, to be a return of a portion of your Purchase   
Payment, generally until you have received all of your Purchase Payment.  Any   
portion of each income payment that is considered a return of your Purchase     
Payment will not be taxed.  Additionally, the taxable portion of any            
withdrawals, whether annuitized or other withdrawals, generally is subject to   
applicable state and/or local income taxes, and may be subject to an            
additional 10% penalty tax unless withdrawn in conjunction with the             
following circumstances:                                                        

-  after attaining age 591/2;                                           

-  when paid to your beneficiary after you die;                         

-  after you become disabled (as defined in the Code);                  

-  when paid as a part of a series of substantially equal periodic      
 payments (not less frequently than annually) made for your life (or
    life expectancy) or the joint lives (or joint expectancies) of you and
  your designated beneficiary for a period of 5 years or attainment of
age 591/2, whichever is later;                                    

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-  under an immediate annuity contract;                                 

-  which are attributable to Purchase Payments made prior to            
August 14, 1982.                                                  

On March 30, 2010 the Health Care and Education Reconciliation Act              
("Reconciliation Act") was signed into law. Among other provisions, the         
Reconciliation Act imposes a new tax on net investment income. This tax, which  
goes into effect in 2013, is at the rate of 3.8% of applicable thresholds for   
Modified Adjusted Gross Income ("MAGI") ($250,000 for joint filers; $125,000 for
married individuals filing separately; and, $200,000 for individual filers).    
An individual with MAGI in excess of the threshold will be required to pay      
this new tax on net investment income in excess of the applicable MAGI          
threshold. For this purpose, net investment income generally will include       
taxable withdrawals from a Non-Qualified contract, as well as other taxable     
amounts including amounts taxed annually to an owner that is not a natural      
person. This new tax generally does not apply to Qualified contracts, however   
taxable distributions from such contracts may be taken into account in          
determining the applicability of the MAGI thresholds.                           

TAX TREATMENT OF DISTRIBUTIONS - QUALIFIED CONTRACTS                            

Generally, you have not paid any federal taxes on the Purchase Payments used to 
buy a Qualified contract. As a result, most amounts withdrawn from the contract 
or received as income payments will be taxable income. Exceptions to this       
general rule include withdrawals attributable to after-tax Roth IRA             
contributions and designated Roth contributions to a 403(b), 401(k), or         
governmental 457(b) plan. Withdrawals from Roth IRAs are generally treated for  
federal tax purposes as coming first from the Roth contributions that have      
already been taxed, and as entirely tax free. Withdrawals from designated Roth  
accounts in a 403(b), 401(k) or governmental 457(b) plan, and withdrawals       
generally from Qualified contracts, are treated generally as coming pro-rata    
from amounts that already have been taxed and amounts that are taxed upon       
withdrawal. Qualified Distributions from Roth IRAs and designated Roth accounts 
in 403(b), 401(k), and governmental 457(b) plans which satisfy certain          
qualification requirements, including at least five years in a Roth account     
under the plan or IRA and either attainment of age 59 1/2, death or disability  
(or, if an IRA for the purchase of a first home), will not be subject to federal
income taxation.                                                                

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The taxable portion of any withdrawal or income payment from a Qualified        
contract will be subject to an additional 10% federal penalty tax, under the    
IRC, except in the following circumstances:                                     

- after attainment of age 59 1/2;                                     

- when paid to your beneficiary after you die;                        

- after you become disabled (as defined in the IRC);                  

    - as a part of a series of substantially equal periodic payments (not less
      frequently than annually) made for your life (or life expectancy) or the
joint lives (or joint expectancies) of you and your designated    
beneficiary for a period of 5 years or attainment of age 59 1/2,  
whichever is later;                                               

   - payments to employees after separation from service after attainment of
age 55 (does not apply to IRAs);                                  

  - dividends paid with respect to stock of a corporation described in IRC
Section 404(k);                                                   

 - for payment of medical expenses to the extent such withdrawals do not
      exceed limitations set by the IRC for deductible amounts paid during the
taxable year for medical care;                                    

   - payments to alternate payees pursuant to a qualified domestic relations
order (does not apply to IRAs);                                   

  - for payment of health insurance if you are unemployed and meet certain
requirements;                                                     

- distributions from IRAs for higher education expenses;              

- distributions from IRAs for first home purchases;                   

  - amounts distributed from a Code Section 457(b) plan other than amounts
    representing rollovers from an IRA or employer sponsored plan to which
the 10% penalty would otherwise apply;                            

    - payments to certain reservists called up for active duty after September
11, 2001; and                                                     

     - payments up to $3,000 per year for health, life and accident insurance by
certain retired public safety officers.                           

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The Code generally requires the Company (or, in some cases, a plan              
administrator) to withhold federal tax on the taxable portion of any            
distribution or withdrawal from a contract, subject in certain instances to the 
payee's right to elect out of withholding or to elect a different rate of       
withholding. For "eligible rollover distributions" from contracts issued under  
certain types of qualified plans, not including IRAs, 20% of the distribution   
must be withheld, unless the payee elects to have the distribution "rolled over"
or transferred to another eligible plan in a direct trustee-to- trustee"        
transfer. This requirement is mandatory and cannot be waived by the owner.      
Withholding on other types of distributions, including distributions from IRAs  
can be waived. An "eligible rollover distribution" is the taxable portion of any
amount received by a covered employee from a retirement plan qualified under    
Sections 401 or 403 or, if from a plan of a governmental employer, under        
Section 457(b) of the Code, or from a tax-sheltered annuity qualified under     
Section 403(b) of the Code other than (1) substantially equal periodic payments 
calculated using the life (or life expectancy) of the employee, or joint lives  
(or joint life expectancies) of the employee and his or her designated          
Beneficiary, or for a specified period of ten years or more; (2) financial      
hardship withdrawals; (3) minimum distributions required to be made under the   
Code; and (4) distribution of contributions to a Qualified contract which were  
made in excess of the applicable contribution limit. Failure to "roll over" the 
entire amount of an eligible rollover distribution (including an amount equal   
to the 20% portion of the distribution that was withheld) could have adverse    
tax consequences, including the imposition of a federal penalty tax on premature
withdrawals, described later in this section. Only (1) the participant, or,     
(2) in the case of the participant's death, the participant's surviving spouse, 
or (3) in the case of a domestic relations order, the participant's spouse    
or ex-spouse may roll over a distribution into a plan of the participant's      
own. An exception to this rule is that a non-spousal beneficiary may, subject   
to plan provisions, roll inherited funds from an eligible retirement plan into  
an Inherited IRA. An Inherited IRA is an IRA created for the sole purpose of    
receiving funds inherited by non-spousal beneficiaries of eligible retirement   
plans. The distribution must be transferred to the Inherited IRA in a direct    
"trustee-to-trustee" transfer. Inherited IRAs must meet the distribution        
requirements relating to IRAs inherited by non-spousal beneficiaries under Code 
sections 408(a)(6) and (b)(3) and 401(a)(9).                                    

Funds in a Qualified contract may be rolled directly over to a Roth IRA.        
Withdrawals or distributions from a contract other than eligible rollover       
distributions are also subject to withholding on the taxable portion of the     
distribution, but the owner may elect in such cases to waive the withholding    
requirement. If not waived, withholding is imposed (1) for periodic payments, at
the rate that would be imposed if the payments were wages, or (2) for other     
distributions, at the rate of 10%. If no withholding exemption certificate is in
effect for the payee, the rate under (1) above is computed by treating the payee
as a married individual claiming 3 withholding exemptions.                      

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The Small Business Jobs Act of 2010 subsequently added the ability for "in-Plan"
rollovers of eligible rollover distribution from pre-tax accounts to a          
designated Roth account in certain employer-sponsored plans which otherwise     
include or permit designated Roth accounts. The American Taxpayer Relief Act of 
2013 ("ATRA") expanded the ability for such in-Plan Roth conversions by         
permitting eligible plans that include an in-plan Roth contribution feature to  
offer participants the option of converting any amounts held in the plan to     
after-tax Roth, regardless of whether those amounts are currently distributable.

DIVERSIFICATION -- SEPARATE ACCOUNT INVESTMENTS                                 

Section 817(h) of the Code imposes certain diversification standards on the     
underlying assets of Non-Qualified variable annuity contracts. These            
requirements generally do not apply to Qualified contracts, which are considered
"Pension Plan Contracts" for purposes of these Code requirements. The Code      
provides that a variable annuity contract will not be treated as an annuity     
contract for any period (and any subsequent period) for which the investments   
are not adequately diversified, in accordance with regulations prescribed by the
United States Treasury Department ("Treasury Department"). Disqualification of  
the contract as an annuity contract would result in imposition of federal income
tax to the owner with respect to earnings allocable to the contract prior to the
receipt of any payments under the contract. The Code contains a safe harbor     
provision which provides that annuity contracts, such as your contract, meet the
diversification requirements if, as of the close of each calendar quarter, the  
underlying assets meet the diversification standards for a regulated investment 
company, and no more than 55% of the total assets consist of cash, cash items,  
U.S. government securities and securities of other regulated investment         
companies.                                                                      

The Treasury Department has issued regulations which establish diversification  
requirements for the investment portfolios underlying variable contracts such as
the contracts. The regulations amplify the diversification requirements for     
variable contracts set forth in the Code and provide an alternative to the safe 
harbor provision described above. Under the regulations an investment portfolio 
will be deemed adequately diversified if (1) no more than 55% of the value of   
the total assets of the portfolio is represented by any one investment; (2) no  
more than 70% of the value of the total assets of the portfolio is represented  
by any two investments; (3) no more than 80% of the value of the total assets of
the portfolio is represented by any three investments; and (4) no more than 90% 
of the value of the total assets of the portfolio is represented by any four    
investments. For purposes of determining whether or not the diversification     
standards imposed on the underlying assets of variable contracts by Section     
817(h) of the Code have been met, "each United States government agency or      
instrumentality shall be treated as a separate issuer."                         

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NON-NATURAL OWNERS                                                              

Under Section 72(u) of the Code, the investment earnings on premiums for the    
Contracts will be taxed currently to the Owner if the Owner is a non-natural    
person such as a corporation or certain other entities. Such Contracts generally
will not be accorded tax-deferred status. However, this treatment is not applied
to a Contract held by a trust or other entity as an agent for a natural person  
or to Contracts held by qualified plans. Purchasers should consult their own tax
counsel or other tax adviser before purchasing a Contract to be owned by a non- 
natural person.                                                                 

MULTIPLE CONTRACTS                                                              

The Code provides that multiple Non-Qualified annuity contracts which are issued
within a calendar year to the same contract owner by one company are treated as 
one annuity contract for purposes of determining the federal tax consequences of
any distribution. Such treatment may result in adverse tax consequences         
including more rapid taxation of the distributed amounts from such combination  
of contracts. For purposes of this rule, contracts received in a Section 1035   
exchange will be considered issued in the year of the exchange. (However, they  
may be treated as issued on the issue date of the contract being exchanged, for 
certain purposes, including for determining whether the contract is an immediate
annuity contract.) Owners should consult a tax adviser prior to purchasing more 
than one Non-Qualified annuity contract from the same issuer in any calendar    
year.                                                                           

TAX TREATMENT OF ASSIGNMENTS OF QUALIFIED CONTRACTS                             

Generally, a Qualified contract, including an IRA, may not be assigned or       
pledged. One exception to this rule is if the assignment is part of a permitted 
loan program under an employer-sponsored plan (other than a plan funded with    
IRAs) or pursuant to a domestic relations order meeting the requirements of the 
plan or arrangement under which the contract is issued (for many plans, a       
Qualified Domestic Relations Order, or QDRO), or, in the case of an IRA,        
pursuant to a decree of divorce or separation maintenance or a written          
instrument incident to such decree.                                             

TAX TREATMENT OF GIFTING, ASSIGNING OR TRANSFERRING OWNERSHIP OF A NON-QUALIFIED
CONTRACT                                                                        

Under IRC Section 72(e), if you transfer ownership of your Non-Qualified        
Contract to a person other than your spouse (or former spouse if incident to    
divorce) for less than adequate consideration you will be taxed on the earnings 
above the purchase payments at the time of transfer. If you transfer ownership  
of your Non-Qualified Contract and receive payment less than the Contract's     
value, you will also be liable for the tax on the Contract's value above your   
purchase payments not previously withdrawn.                                     

The new Contract owner's purchase payments (basis) in the Contract will be      
increased to reflect the amount included in your taxable income.                

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FEDERAL WITHDRAWAL RESTRICTIONS FROM QUALIFIED CONTRACTS                        

The IRC limits the withdrawal of Purchase Payments from certain Tax-Sheltered   
Annuities (TSAs) and certain other Qualified contracts. Withdrawals generally   
can only be made when an owner: (1) reaches age 59 1/2 (70 1/2 in the case of   
Section 457(b) Plans); (2) separates from employment from the employer          
sponsoring the plan; (3) dies; (4) becomes disabled (as defined in the IRC)     
(does not apply to section 457(b) plans); or (5) experiences a financial        
hardship (as defined in the IRC). In the case of hardship, the owner generally  
can only withdraw Purchase Payments. There are certain exceptions to these      
restrictions which are generally based upon the type of investment arrangement, 
the type of contributions, and the date the contributions were made. Transfers  
of amounts from one Qualified contract to another investment option under the   
same plan, or to another contract or account of the same plan type or from a    
qualified plan to a state defined benefit plan to purchase service credits are  
not considered distributions, and thus are not subject to these withdrawal      
limitations. Such transfers may, however, be subject to limitations under the   
annuity contract or Plan.                                                       

PARTIAL 1035 EXCHANGES OF NON-QUALIFIED ANNUITIES                               

Section 1035 of the Code provides that a Non-Qualified annuity contract may be  
exchanged in a tax-free transaction for another Non-Qualified annuity contract. 
Historically, it was generally understood that only the exchange of an entire   
annuity contract, as opposed to a partial exchange, would be respected by the   
IRS as a tax-free exchange. However, Revenue Procedure 2011-38 provides that a  
direct transfer of a portion of the cash surrender value of an existing annuity 
contract for a second annuity contract, regardless of whether the two annuity   
contracts are issued by the same or different companies, will be treated as a   
tax-free exchange under Code section 1035 if no amounts, other than amounts     
received an annuity for a period of 10 years or more or during one or more      
lives, are received under the original contract or the new contract during the  
180 days beginning on the date of the transfer (in the case of a new contract,  
on the date the contract is placed in-force). Owners should seek their own tax  
advice regarding such transactions and the tax risks associated with subsequent 
surrenders or withdrawals.                                                      

QUALIFIED PLANS                                                                 

The contracts offered by this prospectus are designed to be available for use   
under various types of qualified plans. Taxation of owners in each qualified    
plan varies with the type of plan and terms and conditions of each specific     
plan. Owners and Beneficiaries are cautioned that benefits under a qualified    
plan may be subject to limitations under the IRC and the employer-sponsored     
plan, in addition to the terms and conditions of the contracts issued pursuant  
to the plan. The following are general descriptions of the types of qualified   
plans with which the contracts may be used. Such descriptions are not exhaustive
and are for general information purposes only. The tax rules regarding qualified
plans are very complex and will have differing applications depending on        
individual facts and circumstances. Each purchaser should obtain competent tax  
advice prior to purchasing a contract issued under a qualified plan. Contracts  
issued pursuant to qualified plans include special provisions restricting       
contract provisions that may otherwise be available and described in this       
prospectus. Generally, contracts issued pursuant to qualified plans are not     
transferable except upon surrender or annuitization. Various penalty and excise 
taxes may apply to contributions or distributions made in violation of          
applicable limitations. Furthermore, certain contractual withdrawal penalties   
and restrictions may apply to surrender from Qualified contracts.               

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(a) Plans of Self-Employed Individuals: "H.R. 10 Plans"                         

Section 401 of the Code permits self-employed individuals to establish qualified
plans for themselves and their employees, commonly referred to as "H.R. 10" or  
"Keogh" Plans. Contributions made to the plan for the benefit of the employees  
will not be included in the gross income of the employees, for federal tax      
purposes, until distributed from the plan if certain conditions are met. The tax
consequences to owners may vary depending upon the particular plan design.      
However, the Code places limitations and restrictions on these plans, such as:  
amounts of allowable contributions; form, manner and timing of distributions;   
vesting and non-forfeitability of interests; nondiscrimination in eligibility   
and participation; and the tax treatment of distributions, withdrawals and      
surrenders. Purchasers of contracts for use with an H.R. 10 Plan should obtain  
competent tax advice as to the tax treatment and suitability of such an         
investment.                                                                     

(b) Tax-Sheltered Annuities                                                     

Section 403(b) of the Code permits the purchase of "tax-sheltered annuities" by 
public schools and not-for-profit organizations described in Section 501(c)(3)  
of the Code. These qualifying employers may make contributions to the contracts 
for the benefit of their employees. Such contributions are not includible in the
gross income of the employee until the employee receives distributions from the 
contract if certain conditions are met. The amount of contributions to the tax- 
sheltered annuity is limited to certain maximums imposed by the Code. One of    
these limits, on the amount that the employee may contribute on a voluntary     
basis, is imposed by the annuity contract as well as by the Code. That limit for
2014 is the lesser of 100% of includible compensation or $17,500. The limit may 
be increased by up to $3,000 for certain employees with at least fifteen years  
of full-time equivalent service with an eligible employer, and by an additional 
$5,500 in 2014 for employees age 50 or older, provided that other applicable    
requirements are satisfied. Total combined employer and employee contributions  
for 2014 may not exceed the lesser of $52,000 or 100% of compensation.          
Furthermore, the Code sets forth additional restrictions governing such items as
transferability, distributions, nondiscrimination and withdrawals. Any employee 
should obtain competent tax advice as to the tax treatment and suitability of   
such an Investment.                                                             

On July 26, 2007, the Department of the Treasury published final 403(b)         
regulations that largely became effective on January 1, 2009. These             
comprehensive regulations include several rules and requirements, such as a     
requirement that employers maintain their 403(b) plans pursuant to a written    
plan. The final regulations, subsequent IRS guidance, and the terms of the      
written plan may impose new restrictions on both new and existing contracts,    
including restrictions on the availability of loans, distributions, transfers   
and exchanges, regardless of when a contract was purchased.                     

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In general, certain contracts originally established by a 90-24 transfer prior  
to September 25, 2007 are exempt (or grandfathered) from some of the            
requirements of the final regulations; provided that no salary reduction or     
other contributions have ever been made to the contract, and that no additional 
transfers are made to made to the contract on or after September 25, 2007.      
Further, contracts that are not grandfathered were generally required to be part
of, and subject to the requirements of an employer's 403(b) plan upon its       
establishment, but no later than by January 1, 2009.                            

The final regulations generally do not affect a participant's ability to        
transfer some or all of a 403(b) account to a state-defined benefit plan to     
purchase service credits, where such a transfer is otherwise consistent         
with applicable rules and requirements and with the terms of the employer's     
plan.                                                                           

The foregoing discussion is intended as a general discussion only, and you may  
wish to discuss the 403(b) regulations and/or the general information above with
your tax advisor.                                                               

(c) Individual Retirement Annuities                                             

Section 408(b) of the Code permits eligible individuals to contribute to an     
individual retirement program known as a traditional "Individual Retirement     
Annuity" ("IRA"). Under applicable limitations, certain amounts may be          
contributed to an IRA which will be deductible from the individual's gross      
income. The ability to deduct an IRA contribution to a traditional IRA is       
subject to limits based upon income levels, retirement plan participation       
status, and other factors. The maximum IRA (traditional and/or Roth)            
contribution for 2014 is the lesser of $5,500 or 100% of compensation.          
Individuals age 50 or older may be able to contribute an additional $1,000 in   
2014. IRAs are subject to limitations on eligibility, contributions,            
transferability and distributions. Sales of contracts for use with IRAs are     
subject to special requirements imposed by the Code, including the requirement  
that certain informational disclosure be given to persons desiring to establish 
an IRA. Purchasers of contracts to be qualified as IRAs should obtain competent 
tax advice as to the tax treatment and suitability of such an investment. If    
neither the Owner nor the Owner's spouse is covered by an employer retirement   
plan, the IRA contribution may be fully deductible. If the Owner, or if filing  
jointly, the Owner or spouse, is covered by an employer retirement plan, the    
Owner may be entitled to only a partial (reduced) deduction or no deduction at  
all, depending on adjusted gross income, The rules concerning what constitutes  
"coverage" are complex and purchasers should consult their tax advisor or       
Internal Revenue Service Publication 590 for more details. The effect of income 
on the deduction is sometimes called the adjusted gross income limitation (AGI  
limit). A modified AGI at or below a certain threshold level allows a full      
deduction of contributions regardless of coverage under an employer's plan. If  
you and your spouse are filing jointly and have a modified AGI in 2014 of less  
than $96,000, your contribution may be fully deductible; if your income is      
between $96,000 and $116,000, your contribution may be partially deductible and 
if your income is $116,000 or more, your contribution may not be deductible. If 
you are single and your income in 2014 is less than $60,000, your contribution  
may be fully deductible; if your income is between $60,000 and $70,000, your    
contribution may be partially deductible and if your income is $70,000 or more, 
your contribution may not be deductible. If you are married filing separately   
and you lived with your spouse at anytime during the year, and your income      
exceeds $10,000, none of your contribution may be deductible. If you and your   
spouse file jointly, and you are not covered by a plan but your spouse is: if   
your modified AGI in 2014 is between $181,000 and $191,000, your contribution   
may be partially deductible.                                                    

  -23-

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 DISTRIBUTION OF CONTRACTS
 -------------------------

The contracts are offered on a continuous basis through AIG Capital   
Services, Inc., located at Harborside Financial Center, 3200 Plaza 5, Jersey    
City, NJ 07311.  AIG Capital Services, Inc. is registered as a broker-dealer    
under the Securities Exchange Act of 1934, as amended, and is a member of the   
Financial Industry Regulatory Authority. The Company and AIG Capital Services,  
Inc. are each an indirect, wholly owned subsidiary of American International    
Group. No underwriting fees are paid in connection with the distribution of the 
contracts.                                                                      

 Registered representatives of broker-dealers ("selling firms") licensed
under federal securities laws and state insurance laws sell the contract to the 
public. The selling firms have entered into written selling agreements with the 
Company and AIG Capital Services, Inc., the distributor of the contracts. We    
pay commissions to the selling firms for the sale of your contract. The selling 
firms are paid commissions for the promotion and sale of the contracts          
according to one or more schedules. The amount and timing of commissions will   
vary depending on the selling firm and its selling agreement with us. For       
example, as one option, we may pay upfront commission only, up to a maximum     
5.50% of each Purchase Payment you invest. Another option may be a lower        
upfront commission on each Purchase Payment, with a trail commission of up to a 
maximum 1.50% of contract value annually.                                       

     The registered representative who sells you the contract typically receives
a portion of the compensation we pay to his/her selling firm, depending on the  
agreement between the selling firms and its registered representative and       
their internal compensation program.                                            

FINANCIAL STATEMENTS    
--------------------    

[TO BE UPDATED BY AMENDMENT]                                          

-24-

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PART C -- OTHER INFORMATION 

ITEM 24.  FINANCIAL STATEMENTS AND EXHIBITS                                     

(a)  Financial Statements                                                       

The following financial statements are included in Part B of this Registration  
Statement:                                                                      

[TO BE UPDATED BY AMENDMENT].                                                   

(b) Exhibits                                                                    

                                                        [Enlarge/Download Table]
                                                                                                                      
(1)   (a)  Resolutions adopted by The Variable Annuity Life Insurance Company Board of                                
           Directors at its Annual Meeting of April 18, 1979 establishing The Variable                                
           Annuity Life Insurance Company Separate Account A................................. 1                       
      (b)  Restated Resolutions dated September 1, 2002, adopted by unanimous written                                 
           consent of Executive Committee of The Variable Annuity Life Insurance                                      
           Company Board of Directors........................................................ 2                       
(2)   Form of Custody Agreements............................................................. Not Applicable          
(3)   (a)  Selling Agreement................................................................. To be filed by Amendment
(4)   Variable Annuity Contract (V-803 (11/14))                                               To be filed by Amendment
      (a)  Contract Data Page (V-803-CIV (11/14))............................................ To be filed by Amendment
      (b)  Nursing Home Waiver Rider (VE-7036-RI (11/14)).................................... To be filed by Amendment
      (c)  Return of Purchase Payment Optional Death Benefit Endorsement                                              
           (VE-8022 (11/14))................................................................. To be filed by Amendment
      (d)  Maximum Anniversary Value Optional Death Benefit Endorsement                                               
           (VE-8023 (11/14))................................................................. To be filed by Amendment
      (e)  Optional Guaranteed Living Benefit Endorsement (VE-6248 (11/14)................... To be filed by Amendment
      (f)  Premium Plus Endorsement (VE-6245 (11/14)......................................... To be filed by Amendment
      (g)  Individual Retirement Annuity Endorsement (VE-6171 (11/14))....................... To be filed by Amendment
      (h)  Roth IRA Endorsement (VE-6172 (11/14))............................................ To be filed by Amendment
      (i)  SEP IRA Endorsement (VE-6173 (11/14))............................................. To be filed by Amendment
      (j)  Pension and Profit Sharing Plan Endorsement (VE-6067 (11/14))..................... To be filed by Amendment
      (k)  State Deferred Compensation Plan Endorsement (VE-6066 (11/14)).................... To be filed by Amendment
      (l)  Economic Growth and Tax Relief Reconciliation Act ("EGTRRA)                                                
           (VE-6174 (11/14))................................................................. To be filed by Amendment
      (m)  Extended Legacy Program Guide..................................................... To be filed by Amendment
(5)   (a)  Annuity Application (VA-579 (11/14)).............................................. To be filed by Amendment
(6)   Corporate Documents of Depositor                                                                                
      (a)  Copy of Amended and Restated Articles of Incorporation of The Variable Annuity                             
           Life Insurance Company, effective as of April 28, 1989............................ 1                       
      (b)  Copy of Amendment Number One to Amended and Restated Articles of                                           
           Incorporation of The Variable Annuity Life Insurance Company (as amended                                   
           through April 28, 1989) effective March 28, 1990.................................. 1                       
      (c)  Copy of Amended and Restated Bylaws of The Variable Annuity Life Insurance                                 
           Company as amended through August 3, 2006......................................... 3                       
(7)   Reinsurance Contract................................................................... Not Applicable          
(8)   Material Contracts                                                                                              
      (a)  Anchor Series Trust Fund Participation Agreement.................................. To be filed by Amendment
      (b)  SunAmerica Series Trust Fund Participation Agreement.............................. To be filed by Amendment
      (c)  Lord Abbett Fund Participation Agreement.......................................... To be filed by Amendment
      (d)  American Funds Insurance Series and SunAmerica Series Trust Master-Feeder                                  
           Fund Participation Agreement...................................................... To be filed by Amendment
      (e)  Franklin Templeton Variable Insurance Products Trust Fund Participation                                    
           Agreement......................................................................... To be filed by Amendment
      (f)  AIM Variable Insurance Funds (Invesco Variable Insurance Funds) Fund                                       
           Participation Agreement........................................................... To be filed by Amendment
      (g)  Seasons Series Trust Fund Participation Agreement................................. To be filed by Amendment
(9)   Opinion of Counsel and Consent of Depositor                                             To be filed by Amendment
(10)  Consents............................................................................... To be filed by Amendment
(11)  Financial Statements Omitted from Item 23.............................................. Not Applicable          
(12)  Initial Capitalization Agreement....................................................... Not Applicable          
(13)  Other                                                                                                           
      (a)  Power of Attorney -- The Variable Annuity Life Insurance Company Directors........ Filed Herewith          

--------                                                                        
1 Incorporated by reference to Post-Effective Amendment No. 5 and Amendment No. 
45, File Nos. 033-75292 and 811-03240, filed on March 1, 1996, Accession No.
0000950129-96-000265.                                                       

2 Incorporated by reference to Post-Effective Amendment No. 21 and Amendment No 
77, File Nos. 033-75292 and 811-03240, filed on April 30, 2003, Accession   
No. 0000899243-03-000987.                                                   

3 Incorporated by reference to Initial Registration Statement, File Nos.        
333-137942 and 811-03240, filed on October 11, 2006, Accession No.          
0001193125-06-206012.                                                       

ITEM 25.  DIRECTORS AND OFFICERS OF THE DEPOSITOR                               

The directors and principal officers of the Company are set forth below. The    
business address of each officer and director is 2929 Allen Parkway, Houston,   
Texas 77019, unless otherwise noted.                                            

                                                        [Enlarge/Download Table]

NAMES, POSITIONS AND OFFICES HELD WITH DEPOSITOR                                                                     
--------------------------------------------------                                                                   
                                                                                                                     
Robert S. Schimek(3)                               Director, Chairman, President                                     
Thomas J. Diemer                                   Director, Senior Vice President and Chief Risk Officer            
John Q. Doyle(3)                                   Director                                                          
Jeffrey M. Farber(3)                               Director                                                          
Mary Jane B. Fortin                                Director, Executive Vice President and Chief Financial Officer and
                                                   Vice Chairman                                                     
Deborah A. Gero(1)                                 Director, Senior Vice President and Chief Investment Officer      
Jana W. Greer(2)                                   Director, President -- Group Retirement                           
Michael P. Harwood                                 Director, Senior Vice President, Chief Actuary & Corporate        
                                                   Illustration Actuary                                              
Kevin T. Hogan(3)                                  Director and Chief Executive Officer                              
Stephen A. Maginn(1)                               Director, Senior Vice President and Chief Distribution Officer    
James A. Mallon                                    Director                                                          
Glenn R. Harris                                    Executive Vice President                                          
Robert J. Scheinerman                              Executive Vice President -- Individual Retirement                 
Randall W. Epright                                 Senior Vice President and Chief Information Officer               
Kyle L. Jennings                                   Senior Vice President and Chief Compliance Officer                
Joseph P. McKernan                                 Senior Vice President                                             
Christine A. Nixon(1)                              Senior Vice President                                             
Dawn S. Scheirer                                   Senior Vice President, Capital Management                         
Tim W. Still                                       Senior Vice President and Chief Operations Officer                
Yoav Tamir(1)                                      Senior Vice President, Market Risk Management                     
Jesus C. Zaragoza                                  Senior Vice President and Deputy Chief Financial Officer          
Charles E. Beam                                    Vice President and Assistant Controller                           
Gloria Beissinger                                  Vice President and Treasurer                                      
Marla S. Campagna(4)                               Vice President                                                    
Jim A. Coppedge                                    Vice President, General Counsel and Assistant Secretary           
Julie Cotton Hearne                                Vice President and Secretary                                      
Gavin D. Friedman(1)                               Vice President and Litigation Officer                             
Manda Ghaferi(1)                                   Vice President                                                    
Tracey E. Harris                                   Vice President, Product Filing                                    
Keith C. Honig(4)                                  Vice President                                                    
David S. Jorgensen                                 Vice President and Controller                                     
Frank Kophamel                                     Vice President and Appointed Actuary                              
Mallary L. Reznik(1)                               Vice President and Assistant Secretary                            
T. Clay Spires                                     Vice President and Tax Officer                                    
Katherine L. Stoner                                Vice President and Chief Compliance Officer, Investment Advisor   
                                                   and 38a-1 Compliance Officer                                      
Melissa H. Cozart                                  Privacy Officer                                                   
Jennifer P. Powell                                 Anti-Money Laundering, Office of Foreign Asset Control Officer    
Rosemary Foster                                    Assistant Secretary                                               
Virginia N. Puzon(1)                               Assistant Secretary                                               
Cris Thomas                                        Assistant Secretary                                               
Barry A. Hopkins                                   Assistant Tax Officer                                             
Laszio Kulin                                       Investment Tax Officer                                            
Alireza Vaseghi(5)                                 Managing Director and Chief Operating Officer, Institutional      
                                                   Markets                                                           

--------                                                                        
(1)   1999 Avenue of the Stars, Los Angeles, CA 90067                           

(2)   21650 Oxnard Street, Woodland Hills, CA 91367                             

(3)   175 Water Street, New York, NY 10038                                      

(4)   777 S. Figueroa Street, Los Angeles, CA 90017                             

(5)   80 Pine Street, New York, NY 10005                                        

ITEM 26.  PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH DEPOSITOR OR       
REGISTRANT                                                  

The Registrant is a separate account of The Variable Annuity Life Insurance     
Company ("Depositor"). The Depositor is an indirect, wholly owned subsidiary of 
American International Group, Inc. An organizational chart for American         
International Group, Inc. can be found as Exhibit 21 in American International  
Group, Inc.'s Form 10-K, SEC File No. 001-08787, Accession No.                  
0001047469-14-001096, filed on February 20, 2014. Exhibit 21 is incorporated    
herein by reference.                                                            

ITEM 27.  NUMBER OF CONTRACT OWNERS                                             

Sales of this contract have not yet begun.                                      

ITEM 28.  INDEMNIFICATION                                                       

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

THE VARIABLE ANNUITY LIFE INSURANCE COMPANY                                     

To the full extent authorized by law, the corporation shall indemnify any       
person made, or threatened to be made, a party to an action or proceeding,      
whether criminal or civil, by reason of the fact that he, his testator or       
intestate is or was a director or officer of the corporation or serves or       
served in any capacity in any other corporation at the request of the           
corporation. Nothing contained herein shall affect any rights to                
indemnification to which corporate personnel other than directors and officers  
may be entitled by contract or otherwise under law.                             

ITEM 29.  PRINCIPAL UNDERWRITER                                                 

(a)  AIG Capital Services, Inc. acts as distributor for the following           
investment companies:                                                 

AMERICAN GENERAL LIFE INSURANCE COMPANY                               
Variable Separate Account                                             
Variable Annuity Account One                                          
Variable Annuity Account Two                                          
Variable Annuity Account Four                                         
Variable Annuity Account Five                                         
Variable Annuity Account Seven                                        
Variable Annuity Account Nine                                         
Separate Account A                                                    
Separate Account D                                                    
Separate Account I                                                    
Separate Account II                                                   
Separate Account VA-1                                                 
Separate Account VA-2                                                 
Separate Account VL-R                                                 
Separate Account VUL                                                  
Separate Account VUL-2                                                
AG Separate Account A                                                 

THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK      
FS Variable Separate Account                                          
FS Variable Annuity Account One                                       
FS Variable Annuity Account Two                                       
FS Variable Annuity Account Five                                      
Separate Account USL VA-R                                             
Separate Account USL VL-R                                             
Separate Account USL A                                                
Separate Account USL B                                                

THE VARIABLE ANNUITY LIFE INSURANCE COMPANY                           
Separate Account A                                                    

Anchor Series Trust                                                   
Seasons Series Trust                                                  
SunAmerica Series Trust                                               
SunAmerica Equity Funds                                               
SunAmerica Income Funds                                               
SunAmerica Series, Inc.                                               
SunAmerica Money Market Funds, Inc.                                   
SunAmerica Senior Floating Rate Fund, Inc.                            
SunAmerica Specialty Series                                           

(b)  Directors, Officers and principal place of business:                       

                                                        [Enlarge/Download Table]

OFFICER/DIRECTORS*                                      POSITION                            
-------------------------- -----------------------------------------------------------------
                                                                                            
   Peter A. Harbeck        Director                                                         
   James T. Nichols        Director, President & Chief Executive Officer                    
   Rebecca Snider          Chief Compliance Officer                                         
   Frank Curran            Vice President, Controller, Financial Operation Principal, Chief 
                           Financial Officer and Treasurer                                  
   Stephen A. Maginn(2)    Director, Senior Vice President                                  
   Michael E. Treske(1)    Chief Distribution Officer, Mutual Funds and Variable Annuities  
   John T. Genoy           Vice President                                                   
   Mallary L. Reznik(2)    Vice President                                                   
   Christine A. Nixon(2)   Secretary                                                        
   Virginia N. Puzon(2)    Assistant Secretary                                              

--------                                                              
*  Unless otherwise indicated, the principal business address of AIG
Capital Services, Inc. and of each of the above individuals is
   Harborside Financial Center, 3200 Plaza 5, Jersey City, NJ 07311.

(1)   Principal business address is 21650 Oxnard Street, Suite 750,   
Woodland Hills, CA 91367-4901.                            

    (2)   Principal business address is 1999 Avenue of the Stars, Los Angeles,
CA 90067-6121.                                            

(c)  AIG Capital Services, Inc. retains no compensation or commissions from the 
Registrant.                                                           

ITEM 30.  LOCATION OF ACCOUNTS AND RECORDS                                      

All records referenced under Section 31(a) of the1940 Act, and Rules 31a-1      
through 31a-3 thereunder, are maintained and in the custody of The Variable     
Annuity Life Insurance Company at its principal executive office located at     
2929 Allen Parkway, Houston, Texas 77019.                                       

ITEM 31.  MANAGEMENT SERVICES                                                   

Not Applicable.                                                                 

ITEM 32.  UNDERTAKINGS                                                          

UNDERTAKINGS OF THE REGISTRANT                                                  

Registrant undertakes to: (a) file post-effective amendments to this            
Registration Statement as frequently as is 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) include      
either (1) as part of any application to purchase a contract offered by the     
prospectus forming a part of the Registration Statement, a space that an        
applicant can check to request a Statement of Additional Information, or (2) a  
postcard or similar written communication affixed to or included in the         
prospectus that the Applicant can remove to send for a Statement of Additional  
Information; and (c) deliver any Statement of Additional Information and any    
financial statements required to be made available under this Form N-4 promptly 
upon written or oral request.                                                   

REPRESENTATION REGARDING THE REASONABLENESS OF AGGREGATE FEES AND CHARGES       
DEDUCTED UNDER THE CONTRACTS PURSUANT TO SECTION 26(F)(2)(A) OF THE INVESTMENT  
COMPANY ACT OF 1940                                                             

The Variable Annuity Life Insurance Company represents that the fees and        
charges deducted under the Contracts, in the aggregate, are reasonable in       
relation to the services rendered, the expenses expected to be incurred, and    
the risks assumed by The Variable Annuity Life Insurance Company.               

POWERS OF ATTORNEY

Each person whose signature appears below hereby appoints MARY JANE B. FORTIN,  
MALLARY REZNIK AND MANDA GHAFERI and each of them, any one of whom may act      
without the joinder of the others, as his/her attorney-in-fact to sign on       
his/her behalf and in the capacity stated below and to file all amendments to   
this Registration Statement, which amendment or amendments may make such        
changes and additions to this Registration Statement as such attorney-in-fact   
may deem necessary or appropriate.                                              

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of     
1940, the Registrant, The Variable Annuity Life Insurance Company Separate      
Account A, has duly caused this Registration Statement to be signed on its      
behalf, in the City of Houston, and State of Texas on this 30th day of January, 
2015.                                                                           

                                 THE VARIABLE ANNUITY LIFE INSURANCE
                        COMPANY SEPARATE ACCOUNT A
          (Registrant)

                                     By: THE VARIABLE ANNUITY LIFE INSURANCE
     COMPANY
                                    (On behalf of the Registrant and
     itself)

                          By: /s/  MARY JANE B. FORTIN
                                         -------------------------------------
                       MARY JANE B. FORTIN
                                EXECUTIVE VICE PRESIDENT AND
                           CHIEF FINANCIAL OFFICER

As required by the Securities Act of 1933, this Registration Statement has been 
signed below by the following persons, on behalf of the Registrant and          
Depositor, in the capacities and on the dates indicated.                        

                                                        [Enlarge/Download Table]

            SIGNATURE                                     TITLE                                DATE      
---------------------------------  ---------------------------------------------------  -----------------
                                                                                                         
/s/  ROBERT S. SCHIMEK                       Director, Chairman, President              January 30, 2015 
------------------------------     (Designated Principal Officer)                                        
ROBERT S. SCHIMEK                                                                                        

/s/  THOMAS J. DIEMER                       Director, Senior Vice President             January 30, 2015 
------------------------------                   and Chief Risk Officer                                  
THOMAS J. DIEMER                                                                                         

/s/  JOHN Q. DOYLE                                      Director                        January 30, 2015 
------------------------------                                                                           
JOHN Q. DOYLE                                                                                            

/s/  JEFFREY M. FARBER                                  Director                        January 30, 2015 
------------------------------                                                                           
JEFFREY M. FARBER                                                                                        

/s/  MARY JANE B. FORTIN           Director, Vice Chairman, Executive Vice President    January 30, 2015 
------------------------------                and Chief Financial Officer                                
MARY JANE B. FORTIN                                                                                      

/s/  DEBORAH A. GERO                        Director, Senior Vice President             January 30, 2015 
------------------------------                and Chief Investment Officer                               
DEBORAH A. GERO                                                                                          

/s/  JANA W. GREER                     Director and President -- Group Retirement       January 30, 2015 
------------------------------                                                                           
JANA W. GREER                                                                                            

                                     Director, Senior Vice President, Chief Actuary      January  , 2015 
------------------------------               Corporate Illustration Actuary                              
MICHAEL P. HARWOOD                                                                                       

                                          Director and Chief Executive Officer           January  , 2015 
------------------------------                                                                           
KEVIN T. HOGAN                                                                                           

/s/  STEPHEN A. MAGINN                      Director, Senior Vice President             January 30, 2015 
------------------------------               and Chief Distribution Officer                              
STEPHEN A. MAGINN                                                                                        

/s/  JAMES A. MALLON                                    Director                        January 30, 2015 
------------------------------                                                                           
JAMES A. MALLON                                                                                          

/s/  DAVID JORGENSEN                         Vice President and Controller              January 30, 2015 
------------------------------                                                                           
DAVID JORGENSEN                                                                                          

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘N-4’ Filing		Date		First		Last			Other Filings
		5/1/15		2		3			EFFECT
		1/31/15		2
Filed on:		1/30/15		1		27			N-4
		12/31/14		2					24F-2NT,  NSAR-U
		8/16/14		2
		2/20/14		27
		8/17/13		2
		8/16/13		2
		8/17/12		2
		8/6/12		2
		3/30/10		2		18
		11/12/09		2
		1/1/09		2		25
		9/25/07		25
		7/26/07		2		24
		10/11/06		27					N-4
		8/3/06		27
		4/30/03		27					485BPOS
		9/1/02		27
		9/11/01		2		19
		3/1/96		27					485APOS
									List all Filings

1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/27/15  SEC                               UPLOAD¶     9/19/17    1:60K  Var Annuity Life Ins Co Sep Ac… A