Agl Separate Account VL-R, et al. – ‘N-6/A’ on 11/3/14

On:  Monday, 11/3/14, at 12:25pm ET   ·   Private-to-Public:  Document/Exhibit ¶  –  Release Delayed   ·   Accession #:  1193125-14-393440   ·   File #s:  811-08561, 333-196172

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Pre-Effective Amendment to Registration Statement for a Separate Account (Unit Investment Trust)   —   Form N-6
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: N-6/A       Pre-Effective Amendment No. 1 (Form N-6/A) Agl Ag    290   1.68M 
                Platinum Choice Vul                                              
28: CORRESP   ¶ Comment-Response or Other Letter to the SEC            2±     3K 
 2: EX-99.(C)(2)  Form of Selling Group Agreement                     13     55K 
 3: EX-99.(D)(1)  Spec Form of "Ag Plat Choice Vul" Flex Prem Form    34    154K 
                No. Icc-14904                                                    
 4: EX-99.(D)(2)  Spec Form of "Ag Plat Choice Vul" Flex Prem Vul     36    143K 
                Policy Form No. 14904                                            
 5: EX-99.(E)(3)  Spec Form of Vul Supp App, Form No.                  5     40K 
                Aglc107631-2014                                                  
 6: EX-99.(E)(4)  Spec Form of Vul Supp App, Form No. Icc-14107631     5     40K 
 7: EX-99.(E)(5)  Spec Form of Service Request Form, Form No.          5     53K 
                Aglc107952                                                       
12: EX-99.(H)(11)(B)  Jpmorgan Amendment No. 3 to Participation        5     21K 
                Agreement                                                        
13: EX-99.(H)(12)(C)  Janus Aspen Amendment No. 11 to Fund             4     16K 
                Participation Agreemetn                                          
14: EX-99.(H)(13)(E)  Mfs Amendment No. 16 to Participation            3     24K 
                Agreement                                                        
15: EX-99.(H)(14)(E)  Neuberger Amendment No. 3 to Particiation       10     38K 
                Agreement                                                        
16: EX-99.(H)(15)(C)  Oppenheimerfunds Amendment No. 7 to              4     19K 
                Participation Agreemetn                                          
17: EX-99.(H)(19)(B)  Season Series Trust Amendment No. 1 to           3     14K 
                Participation Agreemetn                                          
18: EX-99.(H)(21)(J)  Valic Co. I Fourteenth Amendment to              9     42K 
                Participation Agreement                                          
19: EX-99.(H)(22)(B)  Valic Co. Ii First Amendment to                  4     18K 
                Participation Agreement                                          
20: EX-99.(H)(32)(D)  Franklin Templeton Amendment No. 9 to            4     30K 
                Administrative Services Agreement                                
21: EX-99.(H)(36)(B)  Neuberger Amendment to Amended & Restated        3     21K 
                Administrative Services Agreement                                
22: EX-99.(H)(37)(D)  Oppenheimerfunds Amendment No. 7 to              4     19K 
                Administrative Services Agreement                                
 8: EX-99.(H)(4)(B)  American Funds Amendment No. 6 to                 7     27K 
                Participation Agreement                                          
23: EX-99.(H)(41)(B)  Seasons Series Trust Amendment No. 1 to          2     14K 
                Shareholder Services Agreement                                   
 9: EX-99.(H)(5)(B)  Anchor Series Trust Amendment No. 1 to            3     14K 
                Amended & Restated Participation Agree                           
24: EX-99.(H)(53)(A)  Janus 22C-C Information Sharing                  7     34K 
10: EX-99.(H)(8)(C)  Fidelity Amdendment No. 1 to Amended and          3     18K 
                Restated Participation Agreement                                 
11: EX-99.(H)(9)(F)  Franklin Templeton Amendment to Amended and       3     18K 
                Restated Participation Agreement                                 
25: EX-99.(K)(1)  Legal Opinion and Consent                            2±    15K 
26: EX-99.(L)(1)  Actuarial Opinion and Consent                        1     13K 
27: EX-99.(N)(1)  Pricewaterhousecoopers LLP Consent                   1     11K 

‘N-6/A’   —   Pre-Effective Amendment No. 1 (Form N-6/A) Agl Ag Platinum Choice Vul
Document Table of Contents

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                                                  Registration Nos. 333-196172
                                                                     811-08561

As filed With the Securities and Exchange Commission on November 3, 2014  

UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  

FORM N-6  

                                                                [Download Table]
                                                                   
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933         [X]

             Pre-effective Amendment No      [1]                   

             Post-Effective Amendment No.     [ ]                  

                        and/or                                     

REGISTRATION STATEMENT UNDER THE                                   
INVESTMENT COMPANY ACT OF 1940                                  [X]

             Amendment No.                [172]                    

AMERICAN GENERAL LIFE INSURANCE COMPANY SEPARATE ACCOUNT VL-R 
(Exact Name of Registrant)  

AMERICAN GENERAL LIFE INSURANCE COMPANY 
(Name of Depositor) 

2727-A Allen Parkway  
Houston, Texas 77019-2191 
(Address of Depositor's Principal Executive Offices) (Zip Code) 

(800) 871-2000  
(Depositor's Telephone Number, including Area Code) 

Manda Ghaferi, Esq. 
AIG Life and Retirement 
1999 Avenue of the Stars  
Los Angeles, California 90067-6121  
(Name and Address of Agent for Service for Depositor and Registrant)  

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Approximate Date of Proposed Public Offering: As soon as practicable after the  
effective date of this Registration Statement.                                  

It is proposed that this filing will become effective (check appropriate box)   

[  ]immediately upon filing pursuant to paragraph (b)                   

[  ]on (date) pursuant to paragraph (b)                                 

[  ]60 days after filing pursuant to paragraph (a)(1)                   

[  ]on (date) pursuant to paragraph (a)(1) of Rule 485.                 

If appropriate, check the following box:                                        

[  ]This post-effective amendment designates a new effective date for a 
previously filed post-effective amendment.                      

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),  
may determine.                                                                  

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AG PLATINUM CHOICE VUL                                                          

FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICIES (the "Policies")    

issued by AMERICAN GENERAL LIFE INSURANCE COMPANY ("AGL") through its Separate  
Account VL-R                                                                    

THIS PROSPECTUS IS DATED  
NOVEMBER 6, 2014  

This prospectus describes all material rights and features of the AG Platinum   
Choice VUL flexible premium variable universal life insurance Policies issued   
by AGL. AG Platinum Choice VUL Policies provide life insurance coverage with    
flexibility in death benefits, PREMIUM PAYMENTS and INVESTMENT OPTIONS. During  
the lifetime of the INSURED PERSON you may designate or change the BENEFICIARY  
to whom AG Platinum Choice VUL pays the DEATH BENEFIT upon the insured person's 
death. The Policy owner and the insured person can be the same person. Our use  
of "you" generally means the owner and insured person are the same person. You  
choose one of two death benefit Options. We guarantee a death benefit if the    
MONTHLY GUARANTEE PREMIUM is paid and your Policy has not lapsed.               

The Index of Special Words and Phrases on page 81 will refer you to pages that  
contain more about many of the words and phrases that we use. All of the words  
and phrases listed in the Index will be underlined and written in BOLD the      
first time they appear in this prospectus. Please check the Index of Special    
Words and Phrases to locate the page in this prospectus that will help to       
explain each underlined and bolded word or phrase listed in the Index.          

This prospectus generally describes the variable portions of the Policy, as     
well as the fixed account. Please read this prospectus carefully and keep it    
for future reference.                                                           

The AGL declared fixed interest account ("FIXED ACCOUNT") is the fixed          
investment option for these Policies. You can also use AGL's SEPARATE ACCOUNT   
VL-R ("Separate Account") to invest in the AG Platinum Choice VUL VARIABLE      
INVESTMENT OPTIONS. Currently, the AG Platinum Choice VUL variable investment   
options each purchase shares of a corresponding FUND of the trusts below:       

..  AIM Variable Insurance Funds (Invesco Variable Insurance Funds)             
("Invesco V.I.")                                                          

..  The Alger Portfolios ("Alger")                                              

..  American Century(R) Variable Portfolios, Inc. ("American Century(R) VP")    

..  American Funds Insurance Series(R) ("American Funds IS")                    

..  Anchor Series Trust ("Anchor ST")                                           

..  Fidelity(R) Variable Insurance Products                                     

..  ("Fidelity(R) VIP")                                                         

..  Franklin Templeton Variable Insurance Products Trust ("Franklin Templeton") 

..  Janus Aspen Series ("Janus Aspen")                                          

..  JPMorgan Insurance Trust ("JPMorgan IT")                                    

..  MFS(R) Variable Insurance Trust ("MFS(R)")                                  

..  Neuberger Berman Advisers Management Trust                                  

..  ("Neuberger Berman AMT")                                                    

..  Oppenheimer Variable Account Funds ("Oppenheimer")                          

..  PIMCO Variable Insurance Trust ("PIMCO")                                    

..  Seasons Series Trust ("Seasons ST")                                         

..  SunAmerica Series Trust ("SunAmerica ST")                                   

..  VALIC Company I ("VALIC Co. I")                                             

..  VALIC Company II ("VALIC Co. II")                                           

See "Variable Investment Options" on page 22 for a complete list of the         
variable investment options and the respective advisers and sub-advisers of the 
corresponding Funds. You should also read the prospectuses of the Funds         
underlying the variable investment options that may interest you. You can       
request free copies from your AGL representative or from our ADMINISTRATIVE     
CENTER shown under "CONTACT INFORMATION" on page 5.                             

THERE IS NO GUARANTEED CASH SURRENDER VALUE FOR AMOUNTS ALLOCATED TO THE        
VARIABLE INVESTMENT OPTIONS.                                                    

DURING THE FIRST FIVE POLICY YEARS, IF THE ACCUMULATION VALUE REDUCED BY ANY    
LOAN BALANCE IS INSUFFICIENT TO COVER THE CHARGES DUE UNDER THE POLICY, THE     
POLICY MAY TERMINATE WITHOUT VALUE.                                             

AFTER THE FIRST FIVE POLICY YEARS, IF THE CASH SURRENDER VALUE (THE             
ACCUMULATION VALUE LESS POLICY LOANS, UNPAID LOAN INTEREST AND ANY SURRENDER    
CHARGE THAT THEN APPLIES) IS INSUFFICIENT TO COVER THE CHARGES DUE UNDER THE    
POLICY, THE POLICY MAY TERMINATE WITHOUT VALUE.                                 

BUYING THIS POLICY MIGHT NOT BE A GOOD WAY OF REPLACING YOUR EXISTING INSURANCE 
OR ADDING MORE INSURANCE. WE OFFER SEVERAL DIFFERENT INSURANCE POLICIES TO MEET 
THE DIVERSE NEEDS OF OUR CUSTOMERS. OUR POLICIES PROVIDE DIFFERENT FEATURES,    
BENEFITS, PROGRAMS AND INVESTMENT OPTIONS OFFERED AT DIFFERENT FEES AND         
EXPENSES. WHEN WORKING WITH YOUR INSURANCE REPRESENTATIVE TO DETERMINE THE BEST 
PRODUCT TO MEET YOUR NEEDS, YOU SHOULD CONSIDER AMONG OTHER THINGS, WHETHER THE 
FEATURES OF THIS POLICY AND THE RELATED FEES PROVIDE THE MOST APPROPRIATE       
PACKAGE TO HELP YOU MEET YOUR LIFE INSURANCE NEEDS. YOU SHOULD CONSULT WITH     
YOUR INSURANCE REPRESENTATIVE OR FINANCIAL ADVISER.                             

NEITHER THE SECURITIES AND EXCHANGE COMMISSION ("SEC") NOR ANY STATE SECURITIES 
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE      
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS  
A CRIMINAL OFFENSE.                                                             

THE POLICIES ARE NOT INSURED BY THE FDIC, THE FEDERAL RESERVE BOARD OR ANY      
SIMILAR AGENCY. THEY ARE NOT A DEPOSIT OR OTHER OBLIGATION OF, NOR ARE THEY     
GUARANTEED OR ENDORSED BY, ANY BANK OR DEPOSITORY INSTITUTION. AN INVESTMENT IN 
A VARIABLE UNIVERSAL LIFE INSURANCE POLICY IS SUBJECT TO INVESTMENT RISKS,      
INCLUDING POSSIBLE LOSS OF PRINCIPAL INVESTED.                                  

THE POLICIES ARE NOT AVAILABLE IN ALL STATES. THIS PROSPECTUS DOES NOT OFFER    
THE POLICIES IN ANY JURISDICTION WHERE THEY CANNOT BE LAWFULLY SOLD. YOU SHOULD 
RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS, OR ON SALES          
MATERIALS WE HAVE APPROVED OR THAT WE HAVE REFERRED YOU TO. WE HAVE NOT         
AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. PLEASE     
READ THE PROSPECTUS CAREFULLY FOR MORE DETAILED INFORMATION REGARDING FEATURES  
AND BENEFITS OF THE POLICY, AS WELL AS THE RISKS OF INVESTING.                  

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TABLE OF CONTENTS 

                                                        [Enlarge/Download Table]
                                                                                             
SUMMARY OF POLICY BENEFITS...............................................................  6 
   DEATH BENEFIT.........................................................................  6 
   FULL SURRENDERS, PARTIAL SURRENDERS, TRANSFERS, AND POLICY LOANS......................  6 
   PREMIUMS..............................................................................  7 
   THE POLICY............................................................................  8 
   OPTIONAL BENEFITS.....................................................................  8 
SUMMARY OF POLICY RISKS..................................................................  9 
   INVESTMENT RISK.......................................................................  9 
   RISK OF LAPSE.........................................................................  9 
   TAX RISKS.............................................................................  9 
   PARTIAL SURRENDER AND FULL SURRENDER RISKS............................................  9 
   POLICY LOAN RISKS..................................................................... 10 
PORTFOLIO RISKS.......................................................................... 10 
TABLES OF FEES AND CHARGES............................................................... 11 
GENERAL INFORMATION...................................................................... 18 
   AMERICAN GENERAL LIFE INSURANCE COMPANY............................................... 18 
   SEPARATE ACCOUNT VL-R................................................................. 19 
   STATEMENT OF ADDITIONAL INFORMATION................................................... 19 
   COMMUNICATION WITH AGL................................................................ 19 
       ADMINISTRATIVE CENTER............................................................. 19 
       E-DELIVERY, E-SERVICE, TELEPHONE TRANSACTIONS AND WRITTEN TRANSACTIONS............ 19 
          E-DELIVERY..................................................................... 19 
          E-SERVICE...................................................................... 20 
          E-SERVICE TRANSACTIONS, TELEPHONE TRANSACTIONS AND WRITTEN TRANSACTIONS........ 20 
       ONE-TIME PREMIUM PAYMENTS USING E-SERVICE......................................... 21 
       TELEPHONE TRANSACTIONS............................................................ 21 
       GENERAL........................................................................... 21 
   ILLUSTRATIONS......................................................................... 22 
VARIABLE INVESTMENT OPTIONS.............................................................. 22 
   PAYMENTS WE MAKE...................................................................... 25 
       COMMISSIONS....................................................................... 25 
       ADDITIONAL CASH COMPENSATION...................................................... 25 
       NON-CASH COMPENSATION............................................................. 26 
   PAYMENTS WE RECEIVE................................................................... 26 
       RULE 12B-1 OR SERVICE FEES........................................................ 26 
       ADMINISTRATIVE, MARKETING AND SUPPORT SERVICE FEES................................ 26 
       OTHER PAYMENTS.................................................................... 26 
   VOTING PRIVILEGES..................................................................... 27 
FIXED ACCOUNT............................................................................ 27 
POLICY FEATURES.......................................................................... 28 
   AGE................................................................................... 28 
   EFFECTIVE DATE OF POLICY AND RELATED TRANSACTIONS..................................... 28 
       VALUATION DATES, TIMES, AND PERIODS............................................... 28 
       FUND PRICING...................................................................... 29 
       DATE OF RECEIPT................................................................... 29 
       COMMENCEMENT OF INSURANCE COVERAGE................................................ 29 
       DATE OF ISSUE; POLICY MONTHS AND YEARS............................................ 29 
       MONTHLY DEDUCTION DAYS............................................................ 29 
       COMMENCEMENT OF INVESTMENT PERFORMANCE............................................ 29 
       EFFECTIVE DATE OF OTHER PREMIUM PAYMENTS AND REQUESTS THAT YOU MAKE............... 29 
   DEATH BENEFITS........................................................................ 30 
       YOUR SPECIFIED AMOUNT OF INSURANCE................................................ 30 
       YOUR DEATH BENEFIT................................................................ 31 
       REQUIRED MINIMUM DEATH BENEFIT.................................................... 31 
   PREMIUM PAYMENTS...................................................................... 33 
       PREMIUM PAYMENTS.................................................................. 33 
       PREMIUM PAYMENTS AND TRANSACTION REQUESTS IN GOOD ORDER........................... 33 

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       LIMITS ON PREMIUM PAYMENTS.................................................. 33 
       CHECKS...................................................................... 34 
       PLANNED PERIODIC PREMIUMS................................................... 34 
       GUARANTEED DEATH BENEFITS................................................... 34 
       FREE LOOK PERIOD............................................................ 35 
   CHANGING YOUR INVESTMENT OPTION ALLOCATIONS..................................... 35 
       FUTURE PREMIUM PAYMENTS..................................................... 35 
       TRANSFERS OF EXISTING ACCUMULATION VALUE.................................... 35 
       DOLLAR COST AVERAGING....................................................... 36 
       AUTOMATIC REBALANCING....................................................... 36 
       MARKET TIMING............................................................... 36 
       RESTRICTIONS INITIATED BY THE FUNDS AND INFORMATION SHARING OBLIGATIONS..... 38 
   CHANGING THE SPECIFIED AMOUNT OF INSURANCE...................................... 38 
       INCREASE IN COVERAGE........................................................ 38 
       DECREASE IN COVERAGE........................................................ 38 
   CHANGING DEATH BENEFIT OPTIONS.................................................. 39 
       CHANGE OF DEATH BENEFIT OPTION.............................................. 39 
       EFFECT OF CHANGES IN INSURANCE COVERAGE ON GUARANTEE PERIOD BENEFIT......... 39 
       TAX CONSEQUENCES OF CHANGES IN INSURANCE COVERAGE........................... 40 
   ACCOUNT VALUE ENHANCEMENT....................................................... 40 
   REPORTS TO POLICY OWNERS........................................................ 40 
ADDITIONAL OPTIONAL BENEFIT RIDERS................................................. 40 
   RIDERS.......................................................................... 40 
       ACCIDENTAL DEATH BENEFIT RIDER.............................................. 41 
       CHILDREN'S INSURANCE BENEFIT RIDER.......................................... 41 
       SPOUSE TERM RIDER........................................................... 41 
       TERMINAL ILLNESS RIDER...................................................... 41 
       WAIVER OF MONTHLY DEDUCTION RIDER........................................... 42 
       OVERLOAN PROTECTION RIDER................................................... 42 
       20-YEAR BENEFIT RIDER....................................................... 44 
       LAPSE PROTECTION BENEFIT RIDER.............................................. 46 
       ACCELERATED ACCESS SOLUTION................................................. 55 
   TAX CONSEQUENCES OF ADDITIONAL RIDER BENEFITS................................... 61 
POLICY TRANSACTIONS................................................................ 61 
   WITHDRAWING POLICY INVESTMENTS.................................................. 61 
       FULL SURRENDER.............................................................. 61 
       PARTIAL SURRENDER........................................................... 61 
       OPTION TO CONVERT TO PAID-UP ENDOWMENT INSURANCE............................ 62 
       POLICY LOANS................................................................ 62 
       PREFERRED LOAN INTEREST RATE................................................ 63 
       MATURITY OF YOUR POLICY..................................................... 63 
       OPTION TO EXTEND COVERAGE................................................... 63 
       TAX CONSIDERATIONS.......................................................... 64 
POLICY PAYMENTS.................................................................... 64 
   PAYMENT OPTIONS................................................................. 64 
       CHANGE OF PAYMENT OPTION.................................................... 65 
       TAX IMPACT.................................................................. 65 
   THE BENEFICIARY................................................................. 65 
   ASSIGNMENT OF A POLICY.......................................................... 65 
   PAYMENT OF PROCEEDS............................................................. 65 
       GENERAL..................................................................... 65 
       DELAY OF FIXED ACCOUNT PROCEEDS............................................. 65 
       DELAY FOR CHECK CLEARANCE................................................... 65 
       DELAY OF SEPARATE ACCOUNT VL-R PROCEEDS..................................... 66 
       DELAY TO CHALLENGE COVERAGE................................................. 66 
       DELAY REQUIRED UNDER APPLICABLE LAW......................................... 66 
ADDITIONAL RIGHTS THAT WE HAVE..................................................... 66 
VARIATIONS IN POLICY OR INVESTMENT OPTION TERMS AND CONDITIONS..................... 67 
       UNDERWRITING AND PREMIUM CLASSES............................................ 67 
       POLICIES PURCHASED THROUGH "INTERNAL ROLLOVERS"............................. 67 

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       STATE LAW REQUIREMENTS...................................................................... 68 
       EXPENSES OR RISKS........................................................................... 68 
CHARGES UNDER THE POLICY........................................................................... 68 
       STATUTORY PREMIUM TAX CHARGE................................................................ 68 
       TAX CHARGE BACK............................................................................. 68 
       PREMIUM EXPENSE CHARGE...................................................................... 68 
       DAILY CHARGE (MORTALITY AND EXPENSE RISK FEE)............................................... 68 
       FEES AND EXPENSES AND MONEY MARKET INVESTMENT OPTION........................................ 68 
       MONTHLY ADMINISTRATION FEE.................................................................. 69 
       MONTHLY CHARGE PER $1,000 OF SPECIFIED AMOUNT............................................... 69 
       MONTHLY INSURANCE CHARGE.................................................................... 69 
       MONTHLY CHARGES FOR ADDITIONAL BENEFIT RIDERS............................................... 70 
       SURRENDER CHARGE............................................................................ 70 
       PARTIAL SURRENDER PROCESSING FEE............................................................ 71 
       TRANSFER FEE................................................................................ 71 
       ILLUSTRATIONS............................................................................... 71 
       POLICY LOANS................................................................................ 71 
       CHARGE FOR TAXES............................................................................ 71 
       ALLOCATION OF CHARGES....................................................................... 71 
   MORE ABOUT POLICY CHARGES....................................................................... 71 
       PURPOSE OF OUR CHARGES...................................................................... 71 
       GENERAL..................................................................................... 72 
ACCUMULATION VALUE................................................................................. 72 
       YOUR ACCUMULATION VALUE..................................................................... 72 
       YOUR INVESTMENT OPTIONS..................................................................... 72 
POLICY LAPSE AND REINSTATEMENT..................................................................... 73 
FEDERAL TAX CONSIDERATIONS......................................................................... 73 
   TAX EFFECTS..................................................................................... 73 
       GENERAL..................................................................................... 74 
       TESTING FOR MODIFIED ENDOWMENT CONTRACT STATUS.............................................. 74 
       OTHER EFFECTS OF POLICY CHANGES............................................................. 75 
       POLICY CHANGES AND EXTENDING COVERAGE....................................................... 75 
       RIDER BENEFITS.............................................................................. 75 
       TAX TREATMENT OF MINIMUM WITHDRAWAL BENEFIT RIDER PAYMENTS.................................. 75 
       TAXATION OF PRE-DEATH DISTRIBUTIONS IF YOUR POLICY IS NOT A MODIFIED ENDOWMENT CONTRACT..... 75 
       TAXATION OF PRE-DEATH DISTRIBUTIONS IF YOUR POLICY IS A MODIFIED ENDOWMENT CONTRACT......... 76 
       POLICY LAPSES AND REINSTATEMENTS............................................................ 77 
       DIVERSIFICATION AND INVESTOR CONTROL........................................................ 77 
       ESTATE AND GENERATION SKIPPING TAXES........................................................ 77 
       LIFE INSURANCE IN SPLIT DOLLAR ARRANGEMENTS................................................. 78 
       PENSION AND PROFIT-SHARING PLANS............................................................ 78 
       OTHER EMPLOYEE BENEFIT PROGRAMS............................................................. 79 
       ERISA....................................................................................... 79 
       OUR TAXES................................................................................... 79 
       WHEN WE WITHHOLD INCOME TAXES............................................................... 79 
       TAX CHANGES................................................................................. 79 
LEGAL PROCEEDINGS.................................................................................. 80 
FINANCIAL STATEMENTS............................................................................... 80 
       RULE 12H-7 DISCLOSURE....................................................................... 80 
REGISTRATION STATEMENTS............................................................................ 80 
INDEX OF SPECIAL WORDS AND PHRASES................................................................. 81 

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CONTACT INFORMATION 

ADDRESSES AND TELEPHONE NUMBERS: HERE IS HOW YOU CAN CONTACT US ABOUT THE AG    
PLATINUM CHOICE VUL POLICIES.                                                   

                                                        [Enlarge/Download Table]

           ADMINISTRATIVE CENTER:                  HOME OFFICE:          PREMIUM PAYMENTS:     
---------------------------------------------- --------------------- --------------------------
                                                                                               
(EXPRESS DELIVERY)         (U.S. MAIL)         2727-A Allen Parkway  (EXPRESS DELIVERY)        
VUL Administration         VUL Administration  Houston, Texas 77019  American General Life     
2727-A Allen Parkway       P. O. Box 9318      1-713-831-3443        Insurance Company         
Houston, Texas 77019-2191  Amarillo, Texas     1-800-340-2765        Payment Processing Center 
1-713-831-3443,            79105-9318                                8430 West Bryn Mawr       
1-800-340-2765                                                       Avenue                    
(Hearing Impaired)                                                   3rd Floor Lockbox 0993    
1-888-436-5256                                                       Chicago, IL 60631         
Fax: 1-713-620-6653                                                  (U.S. MAIL)               
(EXCEPT PREMIUM PAYMENTS)                                            American General Life     
                                                                     Insurance Company         
                                                                     Payment Processing Center 
                                                                     P.O. Box 0993             
                                                                     Carol Stream, IL          
                                                                     60132-0993                

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SUMMARY OF POLICY BENEFITS  

This summary describes the Policy's important benefits and risks. The     
sections in this prospectus following this summary discuss the Policy's         
benefits and other provisions in more detail.                                   

  During the insured person's lifetime, you may, within limits, (1) change the
amount of insurance, (2) borrow or withdraw amounts you have invested,          
(3) choose when and how much you invest, (4) choose whether your accumulation   
value upon the insured person's death will be added to the insurance proceeds   
we otherwise will pay to the beneficiary, and (5) add or delete certain other   
optional benefits that we make available by rider to your Policy. At the time   
of purchase, you can decide whether your Policy will be subject to certain tax  
rules that maximize the CASH VALUE or rules that maximize the insurance         
coverage. Your "cash value" is the amount of your Policy's accumulation value   
less the surrender charge, if any.                                              

You may currently allocate your accumulation value among a maximum of 46  
variable investment options available under the Policy, each of which invests   
in an underlying fund (each available portfolio is referred to in this          
prospectus as a "Fund," and collectively, the "Funds"), and the Fixed Account,  
which credits a specified rate of interest.                                     

  Your accumulation value will vary based on the investment performance of the
variable investment options you choose and interest credited to the Fixed       
Account.                                                                        

DEATH BENEFIT                                                                   

..  Death Benefit Proceeds: We pay the death benefit proceeds (reduced by any   
 outstanding POLICY LOANS and increased by any unearned LOAN INTEREST we may
have already charged) to the beneficiary when the insured person dies. In 
your application to buy an AG Platinum Choice VUL Policy, you tell us how 
much life insurance coverage you want. We call this the "SPECIFIED AMOUNT"
of insurance. We will increase the death benefit by any additional death  
  benefit under the riders you elected, if any. We also provide a guarantee of
 a death benefit, contingent upon payment of the required premiums, equal to
the specified amount (less any indebtedness) and any benefit riders for a 
specified period. This guarantee terminates if your Policy has lapsed.    

..  DEATH BENEFIT OPTION 1 AND OPTION 2:                                        

You can choose death benefit OPTION 1 or OPTION 2 at the time of your     
  application or at any later time before the Policy's MATURITY DATE. You must
choose one of the two Options when you apply for your Policy.             

.  Death Benefit Option 1 is the specified amount on the date of the    
insured person's death.                                           

.  Death Benefit Option 2 is the sum of (a) the specified amount on the 
  date of the insured person's death and (b) the Policy's accumulation
value as of the date of death.                                    

Federal tax law may require us to increase the death benefit under any of 
the above death benefit Options. See "REQUIRED MINIMUM DEATH BENEFIT" on        
page 31.                                                                        

FULL SURRENDERS, PARTIAL SURRENDERS, TRANSFERS, AND POLICY LOANS                

..  Full Surrenders: At any time while the Policy is in force, you may surrender
  your Policy in full. If you do, we will pay you the accumulation value, less
any Policy loans, plus any unearned loan interest and less any surrender  
charge that then applies. We call this amount your "cash surrender value."
  You cannot REINSTATE a surrendered Policy. A full surrender may have adverse
tax consequences.                                                         

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..  Partial Surrenders: You may, at any time after the first Policy year and    
  before the Policy's maturity date, make a PARTIAL SURRENDER of your Policy's
cash surrender value. A partial surrender must be at least $500. We do not
  allow partial surrenders that would reduce the death benefit below $100,000.
A partial surrender is also subject to any surrender charge that then     
  applies and to the partial surrender processing fee. A partial surrender may
have adverse tax consequences.                                            

..  Transfers: Within certain limits, you may make TRANSFERS among the variable 
investment options and the Fixed Account. You may make up to twelve       
transfers of accumulation value among the variable investment options in  
each Policy year without charge. We will assess a $25 charge for each     
transfer after the 12th transfer in a Policy year. There are limits on    
transfers from the Fixed Account. You may transfer only during the 60 days
following each Policy anniversary. The amount is limited to the greater of
25% of the Fixed Account's unloaned accumulation value or the amount you  
transferred from the Fixed Account during the prior Policy year. Transfers
 to or from the Fixed Account, and transfers under the AUTOMATIC REBALANCING
and DOLLAR COST AVERAGING strategies offered by the Policy do not count   
toward the annual 12 free transfers.                                      

..  Policy Loans: You may take a loan from your Policy at any time. The maximum 
  loan amount you may take is equal to your Policy's cash surrender value less
three times the amount of the charges we assess against your accumulation 
  value on your MONTHLY DEDUCTION DAY, less loan interest that will be payable
 on your loan to your next Policy anniversary. The minimum loan you may take
 is $500. We charge you interest on your loan at an annual effective rate of
4.75%, which is equal to 4.53% payable in advance. We remove from your    
investment options an amount equal to your loan and hold that part of your
accumulation value in the Fixed Account as loan collateral. We credit     
interest monthly on the collateral; we guarantee an annual effective      
interest rate of 4.00%. After the tenth Policy year you may take PREFERRED
  LOANS from your Policy, limited each Policy year to no more than 10% of your
Policy's accumulation value. We charge you interest on your preferred loan
at an annual effective rate of 4.25%, which is equal to 3.84% payable in  
advance. You may increase your risk of LAPSE if you take a loan. Loans may
have adverse tax consequences.                                            

PREMIUMS                                                                        

..  Flexibility of Premiums: After you pay the initial premium, you can pay     
  premiums at any time (prior to the Policy's maturity) and in any amount less
than the maximum amount allowed under tax laws. You can select a premium  
payment plan to pay "PLANNED PERIODIC PREMIUMS" monthly, quarterly,       
  semiannually, or annually. You are not required to pay premiums according to
the plan. After payment of your initial premium, in the first five Policy 
years, you need only invest enough to ensure your Policy's accumulation   
 value reduced by any outstanding loan stay above zero; after the first five
Policy years, cash surrender value stays above zero; or that either of the
"GUARANTEE PERIOD BENEFIT" riders (described under "Guaranteed death      
benefits" on page 34) remains in effect. You may also choose to have      
  premiums automatically deducted from your bank account or other source under
  our automatic payment plan. Under certain circumstances we describe later in
this prospectus, we may limit the amount of a premium payment or reject a 
premium payment.                                                          

..  Free Look: When you receive your Policy, the FREE LOOK period begins. You   
may return your Policy during this period and receive a refund. We will   
refund the greater of (i) any premium payments received by us or (ii) your
accumulation value plus any charges that have been deducted prior to      
allocation to your specified investment options. The free look period     
 generally expires 10 days after you receive the Policy. Some states require
a longer free look period.                                                

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THE POLICY                                                                      

..  Ownership Rights: While the insured person is living, you, as the owner of  
the Policy, may exercise all of the rights and options described in the   
Policy. These rights include selecting and changing the beneficiary,      
changing the owner, and assigning the Policy.                             

..  Separate Account: You may direct the money in your Policy to any of the     
  available variable investment options of the Separate Account. Each variable
investment option invests exclusively in one of the Funds listed in this  
prospectus. The value of your investment in a variable investment option  
depends on the investment results of the related Fund. We do not guarantee
any minimum cash value for amounts allocated to the variable investment   
  options. If the Fund investments go down, the value of a Policy can decline.

..  Fixed Account: You may allocate amounts to the Fixed Account where it earns 
interest at no lower than the guaranteed minimum annual effective rate of 
  2%. We may declare higher rates of interest, but are not obligated to do so.

..  Accumulation Value: Your accumulation value is the sum of your amounts in   
the variable investment options and the Fixed Account. Accumulation value 
varies from day to day, depending on the investment performance of the    
variable investment options you choose, interest we credit to the Fixed   
Account, charges we deduct, and any other transactions (e.g., transfers,  
partial surrenders and loans).                                            

..  Payment Options: There are several ways of receiving proceeds under the     
 death benefit, surrender, and maturity provisions of the Policy, other than
in a lump sum.                                                            

..  Tax Benefits: The Policy is designed to afford the tax treatment normally   
accorded life insurance contracts under federal tax law. Generally, under 
 federal tax law, the death benefit under a qualifying life insurance policy
is excludable from the gross income of the beneficiary, but the death     
 benefit may be subject to federal estate taxes if the insured has incidents
of ownership in the policy. In addition, under a qualifying life insurance
policy, cash value builds up on a tax deferred basis and transfers of cash
value among the available investment options under the policy may be made 
income tax free. Under a qualifying life insurance policy that is not a   
MODIFIED ENDOWMENT CONTRACT ("MEC"), the proceeds from Policy loans would 
not be taxed. If the Policy is not a MEC, distributions after the 15th    
Policy year generally will be treated first as a return of BASIS or       
investment in the Policy and then as taxable income. Moreover, loans will 
generally not be treated as distributions. Neither distributions nor loans
from a Policy that is not a MEC are subject to the 10% penalty tax.       

OPTIONAL BENEFITS                                                               

 We offer optional benefits, or "riders", that provide supplemental benefits
under the Policy, such as the Accidental Death Benefit Rider, which provides an 
additional death benefit payable if the insured person dies from bodily injury  
that results from an accident. For most of the riders that you choose, a        
charge, which is shown on page 3 of your Policy, will be deducted from your     
accumulation value on each monthly deduction day. Eligibility for and changes   
in these benefits are subject to our rules and procedures as well as Internal   
Revenue Service guidance and rules that pertain to the Internal Revenue CODE's  
definition of life insurance as in effect from time to time. Not all riders are 
available in all states.                                                        

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SUMMARY OF POLICY RISKS 

INVESTMENT RISK                                                                 

If you invest your accumulation value in one or more variable investment  
options, then you will be subject to the risk that investment performance will  
be unfavorable. You will also be subject to the risk that the accumulation      
value will decrease because of the unfavorable performance and the resulting    
higher insurance charges. You will also be subject to the risk that the         
investment performance of the variable investment options you choose may be     
less favorable than that of other variable investment options, and in order to  
keep the Policy in force you may be required to pay more premiums than          
originally planned. WE DO NOT GUARANTEE A MINIMUM ACCUMULATION VALUE.           

If you allocate net premiums to the Fixed Account, then we credit your    
accumulation value (in the Fixed Account) with a declared rate of interest, but 
you assume the risk that the rate may decrease, although it will never be lower 
than the guaranteed minimum annual effective rate of 2%.                        

RISK OF LAPSE                                                                   

 If, during the first 5 Policy years, your accumulation value reduced by any
outstanding loan is not enough to pay the charges deducted against your         
accumulation value each month, your Policy may enter a 61-day GRACE PERIOD.     
After the first 5 Policy years, if your cash surrender value is not enough to   
pay the charges deducted against your accumulation value each month, your       
Policy may enter a 61-day grace period. We will notify you that the Policy will 
lapse (terminate without value) at the end of the grace period unless you make  
a sufficient payment. Your Policy may also lapse if outstanding Policy loans    
plus any accrued interest payable exceeds the accumulation value reduced by any 
outstanding loan or cash surrender value, as applicable. While the 20-year      
benefit rider or the lapse protection benefit rider is applicable to your       
Policy, if you meet the monthly guarantee premium requirement your Policy will  
not lapse and we will provide a death benefit depending on the death benefit    
option you chose.                                                               

TAX RISKS                                                                       

We anticipate that the Policy should generally qualify as a life insurance
contract under federal tax law. However, due to limited guidance under the      
federal tax law, there is some uncertainty about the application of the federal 
tax law to the Policy, particularly if you pay the full amount of premiums      
permitted under the Policy. Please consult a tax adviser about these            
consequences.                                                                   

  Depending on the total amount of premiums you pay, the Policy may be treated
as a MEC under federal tax laws. If a Policy is treated as a MEC, then          
surrenders, partial surrenders, and loans under the Policy will be taxable as   
ordinary income to the extent there are earnings in the Policy. In addition, a  
10% penalty tax may be imposed on surrenders, partial surrenders, and loans     
taken before you reach age 59 1/2.                                              

 See "Federal Tax Considerations" on page 73. You should consult a qualified
tax adviser for assistance in all Policy-related tax matters.                   

PARTIAL SURRENDER AND FULL SURRENDER RISKS                                      

The Policy is not designed to be a short-term investment. We designed the 
Policy to meet long-term financial goals. In the Policy's early years, if the   
total charges exceed total premiums paid or if your investment choices perform  
poorly, your Policy may not have any cash surrender value. The surrender charge 
is significant enough in the Policy's early years so that if you fully          
surrender your Policy you may receive no cash surrender value. If you take      
multiple partial surrenders, your accumulation value may not cover required     
charges and your Policy would lapse.                                            

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The surrender charge under the Policy applies for a maximum of the first 9
Policy years (and for a maximum of the first 9 Policy years after any requested 
increase in the Policy's specified amount) in the event you surrender the       
Policy or decrease the specified amount. Any outstanding loan balance reduces   
the amount available to you upon a partial or full surrender. It is possible    
that you will receive no cash surrender value if you surrender your Policy in   
the first few Policy years. You should not purchase the Policy if you intend to 
surrender all or part of the accumulation value shortly after purchase. We      
designed the Policy to help meet long-term financial goals.                     

POLICY LOAN RISKS                                                               

A Policy loan, whether or not repaid, will affect accumulation value over 
time because we subtract the amount of the loan and any accrued interest from   
the variable investment options and/or Fixed Account as collateral, and this    
loan collateral does not participate in the investment performance of the       
variable investment options or receive any excess interest credited to the      
Fixed Account.                                                                  

We reduce the amount we pay on the insured person's death by the amount of
any Policy loan and any accrued interest. Your Policy may lapse (terminate      
without value) if outstanding Policy loans plus any accrued interest payable    
reduce the cash surrender value to zero.                                        

  If you surrender the Policy or allow it to lapse while a Policy loan remains
outstanding, the amount of the loan, to the extent it has not been previously   
taxed, is treated as a distribution from the Policy and may be subject to       
federal income taxation.                                                        

PORTFOLIO RISKS 

A discussion of the risks of each Fund may be found in its corresponding  
Fund prospectus. You may request a copy of any or all of the Fund prospectuses  
by contacting us or your AGL insurance representative.                          

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TABLES OF FEES AND CHARGES  

The following tables describe the fees and charges that you will pay when       
buying, owning, and surrendering the Policy. The first tables describe the fees 
and charges that you will pay at the time that you buy the Policy, surrender    
the Policy, or transfer accumulation value between investment options.          

TRANSACTION FEES  

                                                        [Enlarge/Download Table]

                                                                 MAXIMUM GUARANTEED                              
CHARGE                             WHEN CHARGE IS DEDUCTED            CHARGE                 CURRENT CHARGE      
------                            --------------------------- ------------------------- -------------------------
                                                                                                                 
STATUTORY PREMIUM TAX CHARGE      Upon receipt of each        3.5%/1/ of each           3.5%/1/ of each          
                                  premium payment             premium payment/2/        premium payment/2/       

PREMIUM EXPENSE CHARGE            Upon receipt of each        10% of the premium        9.0% of the premium      
                                  premium payment             payment remaining         payment remaining        
                                                              after deduction of the    after deduction of the   
                                                              premium tax charge        premium tax charge/3/    

PARTIAL SURRENDER PROCESSING FEE  Upon a partial surrender    The lesser of $25 or      $10                      
                                  of your Policy              2.0% of the amount                                 
                                                              of the partial                                     
                                                              surrender                                          

TRANSFER FEE                      Upon a transfer of          $25 for each transfer/4/  $25 for each transfer/4/ 
                                  accumulation value                                                             

POLICY OWNER ADDITIONAL           Upon each request for a     $25                       $0                       
ILLUSTRATION CHARGE               Policy illustration after                                                      
                                  the first in a Policy year                                                     

--------                                                                        
/1/  Statutory premium tax rates will vary depending on which state in which    
    the Policy owner resides. For example, the highest premium tax rate, 3.5%,
   is in the state of Nevada, while the lowest premium tax rate, 0.5%, is in
  the state of Illinois. Certain local jurisdictions may assess additional
premium taxes.                                                        
/2/  Instead of a premium tax charge, we assess a tax charge back of 1.78% of   
    each premium payment for Policy owners residing in Oregon. See "Tax charge
back" on page 68.                                                     
/3/  After the 5th Policy year, the current premium expense charge will be as   
follows:                                                              

Policy years 6-10    rate of 5%                                                 
Policy years 11+     rate of 2%                                                 

These reductions do not apply to the guaranteed charge. The guaranteed    
maximum charge is 10% regardless of Policy year.                                

/4/  The first 12 transfers in a Policy year are free of charge.                

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TRANSACTION FEES  

                                                        [Enlarge/Download Table]

                                        WHEN CHARGE IS       MAXIMUM GUARANTEED                    
CHARGE                                    DEDUCTED                CHARGE          CURRENT CHARGE   
------                             ------------------------- ------------------  ------------------
                                                                                                   
SURRENDER CHARGE/1/                                                                                

  Maximum Charge/2/                Upon a partial surrender  $45 per $1,000 of   $45 per $1,000 of 
                                   or a full surrender of    specified amount    specified amount  
                                   your Policy                                                     

  Minimum Charge/3/                Upon a partial surrender  $2 per $1,000 of    $2 per $1,000 of  
                                   or a full surrender of    specified amount    specified amount  
                                   your Policy                                                     

  Representative Charge for the    Upon a partial surrender  $19 per $1,000 of   $19 per $1,000 of 
  first Policy year - for a 38     or a full surrender of    specified amount    specified amount  
  year old male, with a specified  your Policy                                                     
  amount of $360,000                                                                               

--------                                                                        
/1/  The Policies have a Surrender Charge that applies for a maximum of the     
first 9 Policy years and for a maximum of the first 9 Policy years    
following an increase in the Policy's specified amount. The Surrender 
 Charge will vary based on the insured person's sex, age, PREMIUM CLASS,
    Policy year and specified amount. The Surrender Charges shown in the table
 may not be typical of the charges you will pay. Pages 31 and 32 of your
  Policy will indicate the maximum guaranteed Surrender Charges applicable
    to your Policy. More detailed information concerning your Surrender Charge
is available free of charge on request from our Administrative Center 
shown under "Contact Information" on page 5 of this prospectus.       
/2/  The Maximum Charge for both the maximum guaranteed charge and the current  
  charge occurs during the insured person's first Policy year. The Maximum
Charge is for a male, age 60 at the Policy's DATE OF ISSUE, with a    
specified amount of $360,000.                                         
/3/  The Minimum Charge for both the maximum guaranteed charge and the current  
charge occurs during the insured person's fourteenth Policy year. The 
   Minimum Charge is for a female, age 1 at the Policy's date of issue, with
a specified amount of $360,000.                                       

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The next tables describe the fees and expenses that you will pay          
periodically during the time that you own the Policy, not including Fund fees   
and expenses.                                                                   

PERIODIC CHARGES  
(OTHER THAN FUND FEES AND EXPENSES) 

                                                        [Enlarge/Download Table]

                                      WHEN CHARGE IS         MAXIMUM GUARANTEED                         
CHARGE                                   DEDUCTED                  CHARGE             CURRENT CHARGE    
------                           -------------------------- ---------------------- ---------------------
                                                                                                        
FLAT MONTHLY CHARGE              Monthly, at the beginning  $10                    $10                  
                                 of each Policy month                                                   

COST OF INSURANCE CHARGE/1/                                                                             

  Maximum Charge/2/              Monthly, at the beginning  $83.33 per $1,000 of   $33.33 per $1,000 of 
                                 of each Policy month       net amount at risk/3/  net amount at risk   

  Minimum Charge/4/              Monthly, at the beginning  $0.02 per $1,000 of    $0.01 per $1,000 of  
                                 of each Policy month       net amount at risk     net amount at risk   

  Representative Charge for the  Monthly, at the beginning  $0.11 per $1,000 of    $0.04 per $1,000 of  
  first Policy year - for a      of each Policy month       net amount at risk     net amount at risk   
  38 year old male, preferred                                                                           
  non-tobacco, with a specified                                                                         
  amount of $360,000                                                                                    

--------                                                                        
/1/  The Cost of Insurance Charge will vary based on the insured person's sex,  
age, premium class, Policy year and specified amount. The Cost of     
    Insurance Charges shown in the table may not be typical of the charges you
    will pay. Page 28 of your Policy will indicate the maximum guaranteed Cost
  of Insurance Charge applicable to your Policy. More detailed information
   concerning your Cost of Insurance Charge is available on request from our
   Administrative Center shown under "Contact Information" on page 5 of this
prospectus. Also see "Illustrations" on page 22 of this prospectus.   
/2/  The Maximum Charge for both the maximum guaranteed charge and the current  
   charge occurs during following the policy anniversary nearest the insured
    person's 112th birthday. The Maximum Charge for the maximum current charge
occurs during the years following the policy anniversary nearest the  
insured person's 101st birthday. The policy anniversary nearest the   
    insured person's 121st birthday is the Policy's maximum maturity date. The
Maximum Charge is for a male, standard tobacco, age 75 at the Policy's
date of issue, with a specified amount of $100,000.                   
/3/  The NET AMOUNT AT RISK is the difference between the current death benefit 
under your Policy and your accumulation value under the Policy.       
/4/  The Minimum Charge for both the maximum guaranteed charge and the current  
charge occurs in Policy year 1. The Minimum Charge is for a female,   
   juvenile, age 6 at the Policy's date of issue, with a specified amount of
$1,000,000.                                                           

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PERIODIC CHARGES  
(OTHER THAN FUND FEES AND EXPENSES) 

                                                        [Enlarge/Download Table]

                                         WHEN CHARGE IS        MAXIMUM GUARANTEED                       
CHARGE                                      DEDUCTED                 CHARGE           CURRENT CHARGE    
------                              -------------------------- -------------------- --------------------
                                                                                                        
MONTHLY CHARGE PER $1,000 OF                                                                            
  SPECIFIED AMOUNT/1/                                                                                   

Maximum Charge/2/                   Monthly, at the beginning  $1.27 per $1,000 of  $1.27 per $1,000 of 
                                    of each Policy month./3/   specified amount     specified amount    

  Minimum Charge/4/                 Monthly, at the beginning  $0.07 per $1,000 of  $0.07 per $1,000 of 
                                    of each Policy month./3/   specified amount     specified amount    

  Representative Charge - for a 38  Monthly, at the beginning  $0.27 per $1,000 of  $0.27 per $1,000 of 
  year old male with a specified    of each Policy month./3/   specified amount     specified amount    
  amount of $360,000                                                                                    

DAILY CHARGE (MORTALITY AND         Daily                      annual effective     annual effective    
EXPENSE RISK FEE)                                              rate of 0.70% of     rate of 0.25% of    
                                                               accumulation value   accumulation value  
                                                               invested in the      invested in the     
                                                               variable             variable            
                                                               investment options   investment          
                                                                                    options/5/          

POLICY LOAN INTEREST CHARGE         Annually, at the end of    Accrues daily at     Accrues daily at    
                                    the Policy year            annual effective     annual effective    
                                                               rate of 4.75% of     rate of 4.75% of    
                                                               the loan balance     the loan balance    

--------                                                                        
/1/  The Monthly Charge per $1,000 of specified amount will vary based on the   
  amount of specified amount and the insured person's sex, age and premium
class. The Monthly Charge per $1,000 of specified amount shown in the 
table may not be typical of the charges you will pay. Page 3A of your 
 Policy will indicate the initial Monthly Charge per $1,000 of specified
    amount applicable to your Policy. Your Policy refers to this charge as the
"Monthly Expense Charge for the First Five Years." More detailed      
    information covering your Monthly Charge per $1,000 of specified amount is
   available on request from our Administrative Center, shown under "Contact
Information" on page 5 of this prospectus, or your AGL representative.
    There is no additional charge for any illustrations which may show various
amounts of coverage.                                                  
/2/  The maximum charge is for a 75 year old male, standard tobacco, with a     
specified amount of $360,000.                                         
/3/  The charge is assessed during the first 5 Policy years and during the      
    first 5 Policy years following an increase in specified amount. The charge
assessed during the 5 Policy years following an increase in specified 
amount is only upon the amount of the increase in specified amount.   
/4/  The minimum charge is for an 18 year old female, preferred plus, with a    
specified amount of $360,000.                                         
/5/  After the 10th Policy year, the maximum DAILY CHARGE will be as follows:   

Policy years 11-20    annual effective rate of 0.35%                            
Policy years 21+      annual effective rate of 0.15%                            

These reductions in the maximum amount of the daily charge are guaranteed.

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The next tables describe the fees and expenses that you will pay on a     
transaction basis or periodically if you elect an optional benefit rider during 
the time that you own the Policy.                                               

TRANSACTION FEES  
(OPTIONAL BENEFIT RIDERS ONLY)  

                                                        [Enlarge/Download Table]

                                                                 MAXIMUM GUARANTEED                      
CHARGE                                WHEN CHARGE IS DEDUCTED         CHARGE           CURRENT CHARGE    
------                               --------------------------- ------------------- --------------------
                                                                                                         
OVERLOAN PROTECTION RIDER                                                                                

  One-Time Charge                    At time rider is exercised  5.0% of Policy's    3.5% of Policy's    
                                                                 accumulation value  accumulation value  
                                                                 at time rider is    at time rider is    
                                                                 exercised           exercised           

                                           PERIODIC CHARGES                                              
                                    (OPTIONAL BENEFIT RIDERS ONLY)                                       

                                                                 MAXIMUM GUARANTEED                      
OPTIONAL BENEFIT RIDER                WHEN CHARGE IS DEDUCTED         CHARGE           CURRENT CHARGE    
----------------------               --------------------------- ------------------- --------------------

ACCIDENTAL DEATH BENEFIT                                                                                 
RIDER/1, 7/                                                                                              

  Maximum Charge/2/                  Monthly, at the             $0.15 per $1,000    $0.15 per $1,000 of 
                                     beginning of each Policy    of rider coverage   rider coverage      
                                     month                                                               

  Minimum Charge/3/                  Monthly, at the             $0.07 per $1,000    $0.07 per $1,000 of 
                                     beginning of each Policy    of rider coverage   rider coverage      
                                     month                                                               

  Representative Charge - for a 38   Monthly, at the             $0.09 per $1,000    $0.09 per $1,000 of 
  year old                           beginning of each Policy    of rider coverage   rider coverage      
                                     month                                                               

CHILDREN'S INSURANCE BENEFIT RIDER   Monthly, at the             $0.48 per $1,000    $0.48 per $1,000 of 
                                     beginning of each Policy    of rider coverage   rider coverage      
                                     month                                                               

SPOUSE TERM RIDER/4, 7/                                                                                  

  Maximum charge/5/                  Monthly at the              $4.67 per $1,000    $3.38 per $1,000 of 
                                     beginning of each Policy    of rider coverage   rider coverage      
                                     month                                                               

  Minimum charge/6/                  Monthly at the              $0.07 per $1,000    $0.01 per $1,000 of 
                                     beginning of each Policy    of rider coverage   rider coverage      
                                     month                                                               

  Representative Charge - for a 38   Monthly at the              $0.22 per $1,000    $0.14 per $1,000 of 
  year old male, preferred           beginning of each Policy    of rider coverage   rider coverage      
  non-tobacco                        month                                                               

--------                                                                        
/1/  The charge for the Accidental Death Benefit Rider will vary based on the   
insured person's age.                                                 
/2/  The maximum charge is for a 65 year old.                                   
/3/  The minimum charge is for a 29 year old.                                   
/4/  The charge for the Spouse Term Rider will vary based on the spouse's sex,  
age and premium class.                                                
/5/  The maximum charge is for a 70 year old male, standard tobacco.            
/6/  The minimum charge is for a 15 year old female, preferred non-tobacco.     
/7/  The charge for this rider may not be representative of the charge that a   
    particular Policy owner will pay. More information about the charge may be
   found on page 70 of this prospectus under "Monthly charges for additional
benefit riders." You may also review the terms of the rider. Your     
insurance representative can provide you with a copy.                 

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PERIODIC CHARGES  
(OPTIONAL BENEFIT RIDERS ONLY)  

                                                        [Enlarge/Download Table]

                                                                      MAXIMUM GUARANTEED                               
OPTIONAL BENEFIT RIDER                 WHEN CHARGE IS DEDUCTED              CHARGE                 CURRENT CHARGE      
----------------------              ------------------------------ -------------------------- -------------------------
                                                                                                                       
WAIVER OF MONTHLY                                                                                                      
DEDUCTION RIDER/1, 7/                                                                                                  

  Maximum Charge/2/                 Monthly, at the beginning of   $0.40 per $1,000 of net    $0.40 per $1,000 of net  
                                    each Policy month              amount at risk             amount at risk           
                                                                   attributable to the        attributable to the      
                                                                   Policy                     Policy                   

  Minimum Charge/3/                 Monthly, at the beginning of   $0.02 per $1,000 of net    $0.02 per $1,000 of net  
                                    each Policy month              amount at risk             amount at risk           
                                                                   attributable to the        attributable to the      
                                                                   Policy                     Policy                   

  Representative Charge - for a 38  Monthly, at the beginning of   $0.03 per $1,000 of net    $0.03 per $1,000 of net  
  year old                          each Policy month              amount at risk             amount at risk           
                                                                   attributable to the        attributable to the      
                                                                   Policy                     Policy                   

TERMINAL ILLNESS RIDER                                                                                                 

  Interest on Benefit               At time rider benefit is paid  Greater of (1) Moody's     5.25%                    
                                    and each Policy anniversary    corporate Bond Yield                                
                                    thereafter                     Average-Monthly                                     
                                                                   Average Corporates for                              
                                                                   month of October                                    
                                                                   preceding calendar year                             
                                                                   for which loan interest                             
                                                                   rate is determined; or                              
                                                                   (2) interest rate used to                           
                                                                   calculate cash values in                            
                                                                   Fixed Account at the                                
                                                                   time the charge is                                  
                                                                   assessed, plus 1%                                   

  Administrative Fee                At time of claim               $250                       $150                     

ACCELERATED ACCESS SOLUTION/4, 7/                                                                                      

  Maximum Charge/5/                 Monthly, at the beginning of   $4.95 per $1000 of rider   $4.95 per $1000 of rider 
                                    each Policy month              net amount at risk         net amount at risk       

  Minimum Charge/6/                 Monthly, at the beginning of   $0.05 per $1000 of rider   $0.05 per $1000 of rider 
                                    each Policy month              amount at risk             amount at risk           

  Representative Charge - for a 38  Monthly, at the beginning of   $0.09 per $1000 of rider   $0.09 per $1000 of rider 
  year old male, preferred          each Policy month              amount at risk             amount at risk           
  non-tobacco, with a specified                                                                                        
  amount of $360,000                                                                                                   

--------                                                                        
/1/  This charge will vary based on the insured person's age when we assess the 
charge.                                                               
/2/  The maximum charge is for a 59 year old.                                   
/3/  The minimum charge is for an 18 year old.                                  
/4/  The charge for the Accelerated Access Solution will vary based on the      
   insured person's accelerated benefit amount option, age, sex, and premium
class.                                                                
/5/  The maximum charge is for an 80 year old female, standard tobacco, with a  
specified amount of $100,000.                                         
/6/  The minimum charge is for an 18 year old male, preferred plus, with a      
specified amount of $100,000.                                         
/7/  The charge for this rider may not be representative of the charge that a   
    particular Policy owner will pay. More information about the charge may be
   found on page 70 of this prospectus under "Monthly charges for additional
benefit riders." You may also review the terms of the rider. Your     
insurance representative can provide you with a copy.                 

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PERIODIC CHARGES FOR  
OPTIONAL BENEFIT RIDERS 

                                                        [Enlarge/Download Table]

                                         WHEN CHARGE IS                                                          
CHARGE                                     DEDUCTED           MAXIMUM GUARANTEED CHARGE      CURRENT CHARGE      
------                              ------------------------- -------------------------  ------------------------
                                                                                                                 
LAPSE PROTECTION BENEFIT                                                                                         
RIDER/1, 2/                                                                                                      

  Maximum Charge/3/                 Monthly, at the           $83.33 per $1000 of net    $83.33 per $1000 of net 
                                    beginning of each Policy  amount at risk             amount at risk          
                                    month                                                                        

  Minimum Charge/4/                 Monthly, at the           $0.01 per $1000 of net     $0.01 per $1000 of net  
                                    beginning of each Policy  amount                     amount at risk          
                                    month                     at risk                                            

  Representative Charge - for a 38  Monthly, at the           $0.28 per $1000 of net     $0.01 per $1000 of net  
  year old male, preferred          beginning of each Policy  amount                     amount at risk          
  non-tobacco, with a specified     month                     at risk                                            
  amount of $360,000                                                                                             

--------                                                                        
/1/  The charge for the lapse protection benefit rider will vary based on the   
     insured person's sex, age, premium class and death benefit Option selected.
/2/  The charge for this rider may not be representative of the charge that a   
    particular Policy owner will pay. More information about the charge may be
   found on page 70 of this prospectus under "Monthly charges for additional
benefit riders." You may also review the terms of the rider. Your     
insurance representative can provide you with a copy.                 
/3/  The maximum charge is for an 85 year old male, standard tobacco, with a    
specified amount of $360,000.                                         
/4/  The minimum charge is for an 18 year old female, preferred plus,           
non-tobacco, with a specified amount of $360,000.                     

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The next table describes the Fund fees and expenses that you will pay     
periodically during the time that you own the Policy. The table shows the       
maximum and minimum Total Annual Fund Operating Expenses before contractual     
waiver or reimbursement for any of the Funds for the fiscal year ended          
December 31, 2013. Current and future expenses for the Funds may be higher or   
lower than those shown.                                                         

ANNUAL FUND FEES AND EXPENSES 
(EXPENSES THAT ARE DEDUCTED FROM THE FUND ASSETS) 

                                                        [Enlarge/Download Table]

CHARGE                                                                                                MAXIMUM MINIMUM
------                                                                                                ------- -------
                                                                                                                     
TOTAL ANNUAL FUND OPERATING EXPENSES FOR ALL OF THE FUNDS (EXPENSES THAT ARE DEDUCTED FROM PORTFOLIO                 
  ASSETS INCLUDE MANAGEMENT FEES, DISTRIBUTION (12B-1) FEES, AND OTHER EXPENSES)/1/..................  1.28%   0.28% 

Details concerning each Fund's specific fees and expenses are contained in
the Funds' prospectuses.                                                        
--------                                                                        
/1/  Currently 8 of the Funds have contractual reimbursements or fee waivers.   
These reimbursements or waivers expire on April 30, 2015. These       
contractual reimbursements or fee waivers do not change the maximum or
minimum annual Fund fees and expenses reflected in the table.         

GENERAL INFORMATION 

AMERICAN GENERAL LIFE INSURANCE COMPANY                                         

 We are American General Life Insurance Company ("AGL"). AGL is a stock life
insurance company organized under the laws of Texas. AGL's home office is       
2727-A Allen Parkway, Houston, Texas 77019-2191. AGL is a successor in interest 
to a company originally organized under the laws of Delaware on January 10,     
1917. AGL is an indirect, wholly-owned subsidiary of American International     
Group, Inc. ("AIG"), a Delaware corporation.                                    

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.                                              

  AGL 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. AGL is required by its regulators to hold a    
specified amount of reserves in order to meet its contractual obligations to    
Policy owners. Insurance regulations also require AGL to maintain additional    
surplus to protect against a financial impairment; the amount of which surplus  
is based on the risks inherent in AGL's operations.                             

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SEPARATE ACCOUNT VL-R                                                           

 We hold the Fund shares in which any of your accumulation value is invested
in the Separate Account. The Separate Account is registered as a unit           
investment trust with the SEC under the Investment Company Act of 1940. We      
created the Separate Account on May 6, 1997 under Texas law.                    

  For record keeping and financial reporting purposes, the Separate Account is
divided into 89 separate "divisions," 46 of which correspond to the 46 variable 
"investment options" under the Policy. The remaining 43 divisions, and all of   
these 46 divisions, represent investment options available under other variable 
universal life policies we offer. We hold the Fund shares in which we invest    
your accumulation value for an investment option in the division that           
corresponds to that investment option. One or more of the Funds may sell its    
shares to other funds. Income, gains and losses credited to, or charged         
against, the Separate Account reflect the Separate Account's own investment     
experience and not the investment experience of AGL's other assets.             

The assets in the Separate Account are our property. The assets in the    
Separate Account may not be used to pay any liabilities of AGL other than those 
arising from the Policies. AGL is obligated to pay all amounts under the        
Policies due the Policy owners.                                                 

STATEMENT OF ADDITIONAL INFORMATION                                             

  We have filed a Statement of Additional Information (the "SAI") with the SEC
which includes more information about your Policy. The back cover page to this  
prospectus describes how you can obtain a copy of the SAI.                      

COMMUNICATION WITH AGL                                                          

When we refer to "you," we mean the person who is authorized to take any  
action with respect to a Policy. Generally, this is the owner named in the      
Policy. Where a Policy has more than one owner, each owner generally must join  
in any requested action, except for transfers and changes in the allocation of  
future premiums or changes among the investment options.                        

Administrative Center. The Administrative Center provides service to all  
Policy owners. See "Contact Information" on page 5 of this prospectus. For      
applications, your AGL representative will tell you if you should use an        
address other than the Administrative Center address. All premium payments,     
requests, directions and other communications should be directed to the         
appropriate location. You should mail premium payments and loan repayments (or  
use express delivery, if you wish) directly to the appropriate address shown on 
your billing statement. If you do not receive a billing statement, send your    
premium directly to the address for premium payments shown under "Contact       
Information" on page 5. You should communicate notice of the insured person's   
death, including any related documentation, to our Administrative Center        
address.                                                                        

E-Delivery, E-Service, telephone transactions and written transactions.   
There are several different ways to request and receive Policy services.        

E-Delivery. Instead of receiving paper copies by mail of certain documents
we are required to provide to you, including annual Policy and Fund             
prospectuses, you may select E-Delivery. E-Delivery allows you to receive       
notification by E-mail when new or updated documents are available that pertain 
to your Policy. You may then follow the link contained within the E-mail to     
view these documents on-line. You may find electronically received documents    
easier to review and retain than                                                

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paper documents. To enroll for E-Delivery, you can complete certain information 
at the time of your Policy application (with one required extra signature). If  
you prefer, you can go to www.aig.com/lifeinsurance and at the same time you    
enroll for E-Service, enroll for E-Delivery. You do not have to enroll for      
E-Service to enroll for E-Delivery unless you enroll on-line. You may select or 
cancel E-Delivery at any time. There is no charge for E-Delivery.               

E-Service. You may enroll for E-Service to have access to on-line services
for your Policy. These services include transferring values among investment    
options and changing allocations for future premiums. You can also view Policy  
statements. If you have elected E-Service, you may choose to handle certain     
Policy requests by E-Service, in writing or by telephone. We expect to expand   
the list of available E-Service transactions in the future. To enroll for       
E-Service, go to www.aig.com/lifeinsurance, click the E-Service login link, and 
complete the on-line enrollment pages. You may select or cancel the use of      
E-Service at any time. There is no charge for E-Service.                        

E-Service transactions, telephone transactions and written transactions.  
Certain transaction requests currently must be made in writing. You must make   
the following requests in writing (unless you are permitted to make the         
requests by E-Service or by telephone. See "Telephone transactions" on page 21).

.  transfer of accumulation value;*                                     

.  change of allocation percentages for premium payments;*              

.  change of allocation percentages for Policy deductions;*             

.  telephone transaction privileges;*                                   

.  loan;*                                                               

.  full surrender;                                                      

.  partial surrender;*                                                  

.  premium payments;**                                                  

.  change of beneficiary or contingent beneficiary;                     

.  loan repayments or loan interest payments;**                         

.  change of death benefit option or manner of death benefit payment;   

.  change in specified amount;                                          

   .  addition or cancellation of, or other action with respect to any benefit
riders;                                                           

.  election of a payment option for Policy proceeds; and                

.  tax withholding elections.                                           
--------                                                                        
*  These transactions are permitted by E-Service, by telephone or in writing.   
** These transactions are permitted by E-Service or in writing.                 

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We have special forms which should be used for loans, assignments, partial
and full surrenders, changes of owner or beneficiary, and all other contractual 
changes. You will be asked to return your Policy when you request a full        
surrender. You may obtain these forms from our Administrative Center, shown     
under "Contact Information" on page 5, or from your AGL representative. Each    
communication must include your name, Policy number and, if you are not the     
insured person, that person's name. We cannot process any requested action that 
does not include all required information.                                      

  One-time premium payments using E-Service. You may use E-Service to schedule
one-time premium payments for your Policy. The earliest scheduled payment date  
available is the next business day. For the purposes of E-Service one-time      
premium payments only, a business day is a day the United States Federal        
Reserve System ("Federal Reserve") is open. If payment scheduling is completed  
after 4:00 p.m. Eastern time, then the earliest scheduled payment date          
available is the second business day after the date the payment scheduling is   
completed.                                                                      

Generally, your payment will be applied to your Policy on the scheduled   
payment date, and it will be allocated to your chosen variable investment       
options based upon the prices set after 4:00 p.m. Eastern time on the scheduled 
payment date. See "Effective Date of Policy and Related Transactions" on        
page 28.                                                                        

 Premium payments may not be scheduled for Federal Reserve holidays, even if
the New York Stock Exchange ("NYSE") is open. If the NYSE is closed on your     
scheduled payment date, your payment will be allocated to your chosen variable  
investment options based upon the prices set after 4:00 p.m. Eastern time on    
the first day the NYSE is open following your scheduled payment date.           

  Telephone transactions. If you have a completed telephone authorization form
on file with us, you may make transfers, or change the allocation of future     
premium payments or deduction of charges, by telephone, subject to the terms of 
the form. We will honor telephone instructions from any person who provides the 
correct information, so there is a risk of possible loss to you if unauthorized 
persons use this service in your name. Our current procedure is that only the   
owner or your AGL representative may make a transfer request by phone. We are   
not liable for any acts or omissions based upon instructions that we reasonably 
believe to be genuine. Our procedures include verification of the Policy        
number, the identity of the caller, both the insured person's and owner's       
names, and a form of personal identification from the caller. We will promptly  
mail a written confirmation of the transaction. If (a) many people seek to make 
telephone requests at or about the same time, or (b) our recording equipment    
malfunctions, it may be impossible for you to make a telephone request at the   
time you wish. You should submit a written request if you cannot make a         
telephone request. Also, if due to malfunction or other circumstances your      
telephone request is incomplete or not fully comprehensible, we will not        
process the transaction. The phone number for telephone requests is             
1-800-340-2765.                                                                 

General. It is your responsibility to carefully review all documents you  
receive from us and immediately notify the Administrative Center of any         
potential inaccuracies. We will follow up on all inquiries. Depending on the    
facts and circumstances, we may retroactively adjust your Policy, provided you  
notify us of your concern within 30 days of receiving the transaction           
confirmation, statement or other document. Any other adjustments we deem        
warranted are made as of the time we receive notice of the potential error. If  
you fail to notify the Administrative Center of any potential mistakes or       
inaccuracies within 30 days of receiving any document, we will deem you to have 
ratified the transaction.                                                       

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ILLUSTRATIONS                                                                   

We may provide you with illustrations for your Policy's death benefit,    
accumulation value, and cash surrender value based on hypothetical rates of     
return. Hypothetical illustrations also assume costs of insurance for a         
hypothetical person. These illustrations are illustrative only and should not   
be considered a representation of past or future performance. Your actual rates 
of return and actual charges may be higher or lower than these illustrations.   
The actual return on your accumulation value will depend on factors such as the 
amounts you allocate to particular investment options, the amounts deducted for 
the Policy's fees and charges, the variable investment options' fees and        
charges, and your Policy loan and partial surrender history.                    

  Before you purchase the Policy, we will provide you with what we refer to as
a personalized illustration. A personalized illustration shows future benefits  
under the Policy based upon (1) the proposed insured person's age and premium   
class and (2) your selection of a death benefit Option, specified amount,       
planned periodic premiums, riders, and proposed investment options.             

After you purchase the Policy and upon your request, we will provide a    
similar personalized illustration that takes into account your Policy's actual  
values and features as of the date the illustration is prepared. We reserve the 
right to charge a maximum fee of $25 for personalized illustrations prepared    
after the Policy is issued if you request us to do so more than once each year. 
We do not currently charge for additional personalized illustrations.           

VARIABLE INVESTMENT OPTIONS 

We divided the Separate Account into variable investment options, each of 
which invests in shares of a corresponding Fund. We have listed the investment  
options in the following two tables. The name of each Fund or a footnote for    
the Fund describes its type (for example, money market fund, growth fund,       
equity fund, etc.). The text of the footnotes follows the tables. Fund          
sub-advisers are shown in parentheses.                                          

                                                        [Enlarge/Download Table]

VARIABLE INVESTMENT OPTIONS                  INVESTMENT ADVISER (SUB-ADVISER, IF APPLICABLE)
---------------------------                  -----------------------------------------------
                                                                                            
Alger Capital Appreciation Portfolio -        Fred Alger Management, Inc.                   
Class I-2 Shares                                                                            

American Century(R) VP Value Fund - Class I   American Century Investment Management, Inc.  

American Funds IS Asset Allocation Fund/SM/   Capital Research and Management Company/SM/   
- Class 2 (high total return (including                                                     
income and capital gains) consistent with                                                   
preservation of capital over the long term)                                                 

American Funds IS Global Growth Fund/SM/ -    Capital Research and Management Company/SM/   
Class 2                                                                                     

American Funds IS Growth Fund/SM/ - Class 2   Capital Research and Management Company/SM/   

American Funds IS Growth-Income Fund/SM/ -    Capital Research and Management Company/SM/   
Class 2                                                                                     

American Funds IS High-Income Bond Fund/SM/   Capital Research and Management Company/SM/   
- Class 2                                                                                   

American Funds IS International Fund/SM/ -    Capital Research and Management Company/SM/   
Class 2 (long-term growth of capital)                                                       

Anchor ST Capital Appreciation Portfolio -    SunAmerica Asset Management, LLC*             
Class 3                                       (Wellington Management Company, LLP)          

Anchor ST Government and Quality Bond         SunAmerica Asset Management, LLC*             
Portfolio - Class 3                           (Wellington Management Company, LLP)          

Fidelity(R) VIP Contrafund(R) Portfolio -     Fidelity Management & Research Company        
Service Class 2 (long-term capital            (FMR)                                         
appreciation)                                 (FMR Co., Inc.)                               
                                              (Other affiliates of FMR)                     

Fidelity(R) VIP Equity-Income Portfolio -     Fidelity Management & Research Company        
Service Class 2                               (FMR)                                         
                                              (FMR Co., Inc.)                               
                                              (Other affiliates of FMR)                     

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VARIABLE INVESTMENT OPTIONS                   INVESTMENT ADVISER (SUB-ADVISER, IF APPLICABLE)
---------------------------                   -----------------------------------------------
                                                                                             
Fidelity(R) VIP Growth Portfolio - Service    Fidelity Management & Research Company         
Class 2                                       (FMR)                                          
                                              (FMR Co., Inc.)                                
                                              (Other affiliates of FMR)                      

Fidelity(R) VIP Mid Cap Portfolio - Service   Fidelity Management & Research Company         
Class 2                                       (FMR)                                          
                                              (FMR Co., Inc.)                                
                                              (Other affiliates of FMR)                      

Fidelity(R) VIP Money Market Portfolio -      Fidelity Management & Research Company         
Service Class 2                               (FMR)                                          
                                              (Fidelity Investments Money Management, Inc.)  
                                              (Other affiliates of FMR)                      

Franklin Templeton Franklin Small Cap Value   Franklin Advisory Services, LLC                
VIP Fund - Class 2                                                                           

Franklin Templeton Franklin Mutual Shares     Franklin Mutual Advisers, LLC                  
VIP Fund - Class 2 (capital appreciation                                                     
with income as a secondary goal)                                                             

Invesco V.I. Global Real Estate Fund -        Invesco Advisers, Inc. (Invesco Asset          
Series I Shares                               Management Limited)                            

Invesco V.I. Growth and Income Fund -         Invesco Advisers, Inc.                         
Series I Shares                                                                              

Invesco V.I. International Growth Fund -      Invesco Advisers, Inc.                         
Series I Shares                                                                              

Janus Aspen Enterprise Portfolio - Service    Janus Capital Management LLC                   
Shares (long-term growth of capital)                                                         

Janus Aspen Forty Portfolio - Service Shares  Janus Capital Management LLC                   
(long-term growth of capital)                                                                

JPMorgan IT Core Bond Portfolio - Class 1     J.P. Morgan Investment Management Inc.         
Shares                                                                                       

MFS(R) New Discovery Series - Initial Class   Massachusetts Financial Services Company       
(capital appreciation)                                                                       

MFS(R) Research Series - Initial Class        Massachusetts Financial Services Company       
(capital appreciation)                                                                       

Neuberger Berman AMT Mid Cap Growth           Neuberger Berman Management LLC                
Portfolio - Class I                           (Neuberger Berman LLC)                         

Oppenheimer Global Fund/VA - Non-Service      OFI Global Asset Management, Inc.              
Shares                                        (OppenheimerFunds, Inc.)                       

PIMCO CommodityRealReturn(R) Strategy         Pacific Investment Management Company LLC      
Portfolio - Administrative Class (maximum                                                    
real return)                                                                                 

PIMCO Global Bond Portfolio (Unhedged) -      Pacific Investment Management Company LLC      
Administrative Class                                                                         

PIMCO Real Return Portfolio - Administrative  Pacific Investment Management Company LLC      
Class (maximum real return)                                                                  

PIMCO Short-Term Portfolio - Administrative   Pacific Investment Management Company LLC      
Class                                                                                        

PIMCO Total Return Portfolio -                Pacific Investment Management Company LLC      
Administrative Class                                                                         

Seasons ST Mid Cap Value Portfolio - Class 3  SunAmerica Asset Management, LLC*              
                                              (Goldman Sachs Asset Management, LP)           
                                              (Lord, Abbett & Co. LLC)                       

SunAmerica ST Balanced Portfolio - Class 1    SunAmerica Asset Management, LLC* (J.P.        
Shares (conservation of principal and         Morgan Investment Management, Inc.)            
capital appreciation)                                                                        

VALIC Co. I Dynamic Allocation Fund/1/        VALIC** (SunAmerica Asset Management,          
                                              LLC)                                           
                                              (AllianceBernstein L.P.)                       

VALIC Co. I Emerging Economies Fund (capital  VALIC** (J.P. Morgan Investment                
appreciation)                                 Management Inc.)                               

VALIC Co. I Foreign Value Fund (long-term     VALIC** (Templeton Global Advisors Limited)    
growth of capital)                                                                           

VALIC Co. I International Equities Index Fund VALIC** (SunAmerica Asset Management,          
                                              LLC)                                           

VALIC Co. I Mid Cap Index Fund                VALIC** (SunAmerica Asset Management,          
                                              LLC)                                           

VALIC Co. I Nasdaq-100(R) Index Fund          VALIC** (SunAmerica Asset Management,          
                                              LLC)                                           

VALIC Co. I Science & Technology Fund/2/      VALIC** (Allianz Global Investors U.S. LLC)    
                                              (T. Rowe Price Associates, Inc.)               
                                              (Wellington Management Company, LLP)           

VALIC Co. I Small Cap Index Fund              VALIC** (SunAmerica Asset Management,          
                                              LLC)                                           

VALIC Co. I Stock Index Fund                  VALIC** (SunAmerica Asset Management,          
                                              LLC)                                           

VALIC Co. II Mid Cap Value Fund/3/            VALIC** (Robeco Investment Management,         
                                              Inc.)                                          
                                              (Tocqueville Asset Management, L.P.)           
                                              (Wellington Management Company, LLP)           

VALIC Co. II Socially Responsible Fund/4/     VALIC** (SunAmerica Asset Management,          
                                              LLC)                                           

VALIC Co. II Strategic Bond Fund              VALIC** (PineBridge Investments LLC)           

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--------                                                                        
/1/  The Fund type for VALIC Co. I Dynamic Allocation Fund is capital           
 appreciation and current income while managing net equity exposure. The
Fund has an investment strategy that may serve to reduce the risk of  
investment losses that could require AGL to use its own assets to make
payments in connection with certain guarantees under the Policy. In   
    addition, the Fund may enable AGL to more efficiently manage its financial
risks associated with guarantees like death benefits, due in part to a
formula developed by AGL and provided to the Fund's sub-advisers. The 
    formula used by the sub-advisers is described in the Fund's prospectus and
    may change over time based on proposals by AGL. Any changes to the formula
proposed by AGL will be implemented only if they are approved by the  
  Fund's investment adviser and the Fund's Board of Directors, including a
majority of the Board's independent directors. PLEASE SEE THE VALIC   
   COMPANY I PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION FOR DETAILS.
/2/  The Fund type for VALIC Co. I Science & Technology Fund is long-term       
capital appreciation. This Fund is a sector fund.                     
/3/  The Fund type for VALIC Co. II Mid Cap Value Fund is capital growth,       
    through investment in equity securities of medium capitalization companies
using a value-oriented investment approach.                           
/4/  The Fund type for VALIC Co. II Socially Responsible Fund is growth of      
  capital through investment, primarily in equity securities, in companies
which meet the social criteria established for the Fund.              
*  SunAmerica Asset Management, LLC is an affiliate of AGL.                     
** "VALIC" means The Variable Annuity Life Insurance Company, an affiliate of   
AGL.                                                                      

  From time to time, certain Fund 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 on our systems, we may provide you with  
various forms, reports and confirmations that reflect a Fund's prior name.      

YOU CAN LEARN MORE ABOUT THE FUNDS, THEIR INVESTMENT POLICIES, RISKS,     
EXPENSES AND ALL OTHER ASPECTS OF THEIR OPERATIONS BY READING THEIR APPLICABLE  
FUND PROSPECTUSES. You should carefully read the Funds' prospectuses before you 
select any variable investment option. We do not guarantee that any Fund will   
achieve its objective. In addition, no single Fund or investment option, by     
itself, constitutes a balanced investment plan. A Fund's prospectus may         
occasionally be supplemented by the Fund's Investment Adviser. PLEASE CHECK THE 
AG PLATINUM CHOICE VUL WEBPAGE AT WWW.AIG.COM/_3789_533840.HTML TO VIEW THE     
FUND PROSPECTUSES AND THEIR SUPPLEMENTS, OR CONTACT US AT OUR ADMINISTRATIVE    
CENTER TO REQUEST COPIES OF FUND PROSPECTUSES AND THEIR SUPPLEMENTS.            

We have entered into various services agreements with most of the advisers
or administrators for the Funds. We receive payments for the administrative     
services we perform such as proxy mailing and tabulation, mailing of Fund       
related information and responding to Policy owners' inquiries about the Funds. 
Currently, these payments range from 0.10% to 0.35% of the daily market value   
of the assets invested in the underlying Fund as of a certain date, usually     
paid at the end of each calendar quarter.                                       

We have entered into a services agreement with PIMCO Variable Insurance   
Trust ("PIMCO") under which we receive fees of up to 0.15% of the daily market  
value of the assets invested in the underlying Fund, paid directly by PIMCO for 
services we perform.                                                            

 We also receive what are referred to as "12b-1 fees" from some of the Funds
themselves. These fees are designed to help pay for our direct and indirect     
distribution costs for the Policies. These fees are generally equal to 0.25% of 
the daily market value of the assets invested in the underlying Fund.           

  From time to time some of these arrangements, except for 12b-1 arrangements,
may be renegotiated so that we receive a greater payment than previously paid   
depending on our determination that the expenses we incur are greater than we   
anticipated. If the expenses we incur are less than we                          

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anticipated, we may make a profit from some of these arrangements. These        
payments do not result in any additional charges under the Policies that are    
not described under "Charges Under the Policy" on page 68.                      

 We offer Funds of the Anchor Series Trust, Seasons Series Trust, SunAmerica
Series Trust, VALIC Co. I and VALIC Co. II at least in part because they are    
managed by SunAmerica Asset Management, LLC or VALIC, each an affiliate of AGL. 
AGL and/or its affiliates may be subject to certain conflicts of interest as    
AGL may derive greater revenues from Funds managed by affiliates than certain   
other available funds.                                                          

PAYMENTS WE MAKE                                                                

We make payments in connection with the distribution of the Policies that 
generally fall into the three categories below.                                 

 Commissions. Registered representatives of broker-dealers ("selling firms")
licensed under federal securities laws and state insurance laws sell the Policy 
to the public. The selling firms have entered into written selling agreements   
with the Company and American General Equity Services Corporation, the          
distributor of the Policies. We pay commissions to the selling firms for the    
sale of your Policy. The selling firms are paid commissions for the promotion   
and sale of the Policies 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.                                                              

 The registered representative who sells you the Policy 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. We are not involved in determining your          
registered representatives' compensation.                                       

Additional cash compensation. We may enter into agreements to pay selling 
firms support fees in the form of additional cash compensation ("revenue        
sharing"). These revenue sharing payments may be intended to reimburse the      
selling firms for specific expenses incurred or may be based on sales, certain  
assets under management, longevity of assets invested with us and/or a flat     
fee. Asset-based payments primarily create incentives to service and maintain   
previously sold Policies. Sales-based payments primarily create incentives to   
make new sales of Policies.                                                     

  These revenue sharing payments may be consideration for, among other things,
product placement/preference and visibility, greater access to train and        
educate the selling firm's registered representatives about our Policies, our   
participation in sales conferences and educational seminars and for selling     
firms to perform due diligence on our Policies. The amount of these fees may be 
tied to the anticipated level of our access in that selling firm.               

  We enter into such revenue sharing arrangements in our discretion and we may
negotiate customized arrangements with selling firms, including affiliated and  
non-affiliated selling firms based on various factors. These special            
compensation arrangements are not offered to all selling firms and the terms of 
such arrangements may vary between selling firms depending on, among other      
things, the level and type of marketing and distribution support provided,      
assets under management and the volume and size of the sales of our Policies.   

 If allowed by his or her selling firm, a registered representative or other
eligible person may purchase a Policy on a basis in which an additional amount  
is credited to the Policy.                                                      

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 We do not assess a specific charge directly to you or your separate account
assets in order to cover commissions and other sales expenses and incentives we 
pay. However, we anticipate recovering these amounts from our profits which are 
derived from the fees and charges collected under the Policy. We hope to        
benefit from these revenue sharing arrangements through increased sales of our  
Policies and greater customer service support.                                  

Revenue sharing arrangements may provide selling firms and/or their       
registered representatives with an incentive to favor sales of our Policies     
over other variable universal life insurance policies (or other investments)    
with respect to which a selling firm does not receive the same level of         
additional compensation. You should discuss with your selling firm and/or       
registered representative how they are compensated for sales of a Policy and/or 
any resulting real or perceived conflicts of interest. You may wish to take     
such revenue sharing arrangements into account when considering or evaluating   
any recommendation relating to this Policy.                                     

Non-cash compensation. Some registered representatives may receive various
types of non-cash compensation such as gifts, promotional items and             
entertainment in connection with our marketing efforts. We may also pay for     
registered representatives to attend educational and/or business seminars. Any  
such compensation is paid in accordance with SEC and the Financial Industry     
Regulatory Authority rules.                                                     

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 Funds (and classes of shares of such Funds) that make such payments to    
us. Other 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 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 0.35% of the average daily net assets in certain Funds. These     
fees are deducted directly from the assets of the Funds.                        

 Administrative, marketing and support service fees. We receive compensation
of up to 0.35% 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 Funds or wholly from the assets of  
the Funds. Policy 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.                                    

  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 Funds in the Policy. 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                                                                   

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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 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 Policy.                                     

VOTING PRIVILEGES                                                               

We are the legal owner of the Funds' shares held in the Separate Account. 
However, you may be asked to instruct us how to vote the Fund shares held in    
the various Funds that are attributable to your Policy at meetings of           
shareholders of the Funds. The number of votes for which you may give           
directions will be determined as of the record date for the meeting. The number 
of votes that you may direct related to a particular Fund is equal to (a) your  
accumulation value invested in that Fund divided by (b) the net asset value of  
one share of that Fund. Fractional votes will be recognized.                    

We will vote all shares of each Fund that we hold of record, including any
shares we own on our own behalf, in the same proportions as those shares for    
which we have received instructions from owners participating in that Fund      
through the Separate Account. Even if Policy owners participating in that Fund  
choose not to provide voting instructions, we will vote the Fund's shares in    
the same proportions as the voting instructions which we actually receive. As a 
result, the instructions of a small number of Policy owners could determine the 
outcome of matters subject to shareholder vote.                                 

 If you are asked to give us voting instructions, we will send you the proxy
material and a form for providing such instructions. Should we determine that   
we are no longer required to send the owner such materials, we will vote the    
shares as we determine in our sole discretion.                                  

In certain cases, we may disregard instructions relating to changes in a  
Fund's investment manager or its investment policies. We will advise you if we  
do and explain the reasons in our next report to Policy owners. AGL reserves    
the right to modify these procedures in any manner that the laws in effect from 
time to time allow.                                                             

FIXED ACCOUNT 

 We invest any accumulation value you have allocated to the Fixed Account as
part of our general assets. We credit interest on that accumulation value at a  
rate which we declare from time to time. The minimum guaranteed rate of         
interest we credit is shown on your Policy Schedule. Although this interest     
increases the amount of any accumulation value that you have in the Fixed       
Account, such accumulation value will also be reduced by any charges that are   
allocated to this option under the procedures described under "Allocation of    
charges" on page 71. The "daily charge" described on page 68 and the fees and   
expenses of the Funds discussed on page 18 do not apply to the Fixed Account.   

You may transfer accumulation value into the Fixed Account at any time.   
However, there are restrictions on the amount you may transfer out of the Fixed 
Account in a Policy year. Please see "Transfers of existing accumulation value" 
on page 35.                                                                     

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Our general account. Our general account assets are all of our assets that
we do not hold in legally segregated separate accounts. Obligations that are    
paid out of our general account include any amounts you have allocated to the   
Fixed Account, including any interest credited thereon, and amounts owed under  
your Policy for death and/or living benefits which are in excess of portions of 
Policy value allocated to the variable investment options. The obligations and  
guarantees under the Policy are our sole responsibility. 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. We manage our exposure to these risks by, among other things, closely     
monitoring and matching the duration and cash flows of our assets and           
liabilities, monitoring or limiting prepayment and extension risk in our        
portfolio, maintaining a large percentage of our portfolio in highly liquid     
securities and engaging in a disciplined process of underwriting, reviewing and 
monitoring credit risk.                                                         

Because of applicable exemptions, no interest in this option has been     
registered under the Securities Act of 1933, as amended. Neither our general    
account nor our Fixed Account is an investment company under the Investment     
Company Act of 1940. We have been advised that the staff of the SEC has not     
reviewed the disclosures that are included in this prospectus for your          
information about our general account or our Fixed Account. Those disclosures,  
however, may be subject to certain generally applicable provisions of the       
federal securities laws relating to the accuracy and completeness of statements 
made in prospectuses.                                                           

  How we declare interest. Except for amounts held as collateral for loans, we
can at any time change the rate of interest we are paying on any accumulation   
value allocated to our Fixed Account. The minimum annual effective rate is 2%.  

Under these procedures, it is likely that at any time different interest  
rates will apply to different portions of your accumulation value, depending on 
when each portion was allocated to our Fixed Account. Any charges, partial      
surrenders, or loans that we take from any accumulation value that you have in  
our Fixed Account will be taken from each portion in reverse chronological      
order based on the date that accumulation value was allocated to this option.   

POLICY FEATURES 

AGE                                                                             

Generally, our use of age in your Policy and this prospectus refers to a  
person who is between six months younger and six months older than the stated   
age. Sometimes we refer to this as the "age nearest birthday."                  

EFFECTIVE DATE OF POLICY AND RELATED TRANSACTIONS                               

Valuation dates, times, and periods. We compute values under a Policy on  
each day that the NYSE is open for business. We call each such day a "VALUATION 
DATE" or a "business day."                                                      

We compute Policy values as of the time the NYSE closes on each valuation 
date, which usually is 3:00 p.m. Central time. We call this our "CLOSE OF       
BUSINESS." We call the time from the close of business on one valuation date to 
the close of business of the next valuation date a "VALUATION PERIOD." We are   
closed only on those holidays the NYSE is closed.                               

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  Fund pricing. Each Fund produces a price per Fund share following each close
of the NYSE and provides that price to us. We then determine the Fund value at  
which you may invest in the particular investment option, which reflects the    
change in value of each Fund reduced by the daily charge and any other charges  
that are applicable to your Policy.                                             

Date of receipt. Generally we consider that we have received a premium    
payment or another communication from you on the day we actually receive it in  
GOOD ORDER at any of the addresses shown on page 5 of this prospectus. "Good    
order" means that the instructions we receive include fully and accurately      
completed forms which are valid, including any necessary supplementary          
documentation, applicable to any given transaction or request received by us.   
If we receive it after the close of business on any valuation date, however, we 
consider that we have received it on the following valuation date. Any premium  
payments we receive after our close of business are held in our general account 
until the next business day.                                                    

If we receive your premiums through payroll allotment, such as salary     
deduction or salary reduction programs, we consider that we receive your        
premium on the day we actually receive it, rather than the day the deduction    
from your payroll occurs. This is important for you to know because your        
premium receives no interest or earnings for the time between the deduction     
from your payroll and our receipt of the payment. We do not accept military     
allotment programs.                                                             

Commencement of insurance coverage. After you apply for a Policy, it can  
sometimes take up to several weeks for us to gather and evaluate all the        
information we need to determine whether to issue a Policy to you and, if so,   
what the insured person's premium class should be. We will not pay a death      
benefit under a Policy unless (a) it has been delivered to and accepted by the  
owner and at least the initial premium has been paid, and (b) at the time of    
such delivery and payment, there have been no adverse developments in the       
insured person's health or risk of death. However, if you pay at least the      
minimum first premium payment with your application for a Policy, we will       
provide temporary coverage of up to $500,000 provided the insured person meets  
certain medical and risk requirements. The terms and conditions of this         
coverage are described in our "Limited Temporary Life Insurance Agreement,"     
available to you when you apply for a Policy.                                   

 Date of issue; Policy months and years. We prepare the Policy only after we
approve an application for a Policy and assign the appropriate premium class.   
The day we begin to deduct charges will appear on page 3 of your Policy and is  
called the "Date of Issue." POLICY MONTHS and years are measured from the date  
of issue. To preserve a younger age at issue for the insured person, we may     
assign a date of issue to a Policy that is up to 6 months earlier than          
otherwise would apply.                                                          

Monthly deduction days. Each charge that we deduct monthly is assessed    
against your accumulation value at the close of business on the date of issue   
and at the end of each subsequent valuation period that includes the first day  
of a Policy month. We call these "monthly deduction days."                      

Commencement of investment performance. We invest your initial premium in 
any variable investment options you have chosen, as well as the Fixed Account,  
on the later of (a) the date of issue, or (b) the date all requirements needed  
to place the Policy in force have been reviewed and found to be satisfactory,   
including underwriting approval and receipt of the necessary premium. In the    
case of a back-dated Policy, we do not credit an investment return to the       
accumulation value resulting from your initial premium payment until the date   
stated in (b) above.                                                            

  Effective date of other premium payments and requests that you make. Premium
payments (after the first) and transactions made in response to your requests   
and elections are generally effected at                                         

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the end of the valuation period in which we receive the payment, request or     
election and based on prices and values computed as of that same time.          
Exceptions to this general rule are as follows:                                 

   .  Increases or decreases you request in the specified amount of insurance,
     REINSTATEMENT of a Policy that has lapsed, and changes in death benefit
      Option take effect on the Policy's monthly deduction day if your request
    is approved on that day or on the next monthly deduction day following
    our approval if we approve your request on any other day of the month;

 .  We may return premium payments, make a partial surrender or reduce the
      death benefit if we determine that such premiums would cause your Policy
    to become a modified endowment contract or to cease to qualify as life
     insurance under federal income tax law or exceed the maximum net amount
at risk;                                                          

 .  If you exercise your right to return your Policy described under "Free
  look period", your coverage will end when you deliver it to your AGL
insurance representative, or if you mail it to us, the date it is 
postmarked; and                                                   

.  If you pay a premium at the same time that you make a Policy request 
     which requires our approval, your payment will be applied when received
   rather than following the effective date of the requested change, but
    only if your Policy is in force and the amount paid will not cause you
    to exceed premium limitations under the Internal Revenue Code of 1986,
     as amended (the "Code"). If we do not approve your Policy request, your
premium payment will still be accepted in full or in part (we will
return to you the portion of your premium payment that would be in
   violation of the maximum premium limitations under the Code). We will
not apply this procedure to premiums you pay in connection with   
reinstatement requests.                                           

DEATH BENEFITS                                                                  

Your specified amount of insurance. In your application to buy an AG      
Platinum Choice VUL Policy, you tell us how much life insurance coverage you    
want. We call this the "specified amount" of insurance.                         

We also guarantee a death benefit, provided you have met the required     
monthly guarantee premiums requirement that applies to either the 20-year       
benefit rider or the lapse protection benefit rider. The 20-year benefit rider  
can provide a guaranteed death benefit for up to 20 years. The lapse protection 
benefit rider can provide a guaranteed death benefit for the life of the        
Policy. If you select the lapse protection benefit rider you cannot also select 
the 20-year benefit rider. If you do not select the lapse protection benefit    
rider, we will automatically provide you with the 20-year benefit rider, at no  
charge. The guaranteed death benefit under either of these riders is equal to   
the specified amount (less any indebtedness) and any benefit riders. We refer   
to this guarantee in both your Policy and this prospectus as the "guarantee     
period benefit." We provide more information about the specified amount and the 
guarantee period benefit under "Guaranteed death benefits," on page 34 and a    
discussion of the two riders under "Additional Optional Benefit Riders" on      
page 40. You should read these other discussions carefully because they contain 
important information about how the choices you make can affect your benefits   
and the amount of premiums and charges you may have to pay.                     

Investment performance affects the amount of your Policy's accumulation   
value. We deduct all charges from your accumulation value. The amount of the    
monthly charges may differ from month to                                        

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month. However, as long as all applicable charges are paid timely each month,   
the specified amount of insurance payable under your Policy is unaffected by    
investment performance. (See "Monthly insurance charge" on page 69.)            

Your death benefit. You must choose one of two death benefit Options under
your Policy at the time it is issued.                                           

You can choose Option 1 or Option 2 at the time of your application or at 
any later time before the Policy's maturity date. The death benefit we will pay 
is reduced by any outstanding Policy loans and increased by any unearned loan   
interest we may have already charged. Depending on the Option you choose, the   
death benefit we will pay is:                                                   

.  Option 1 - The specified amount on the date of the insured person's  
death.                                                            

.  Option 2 - The sum of (a) the specified amount on the date of the    
      insured person's death and (b) the Policy's accumulation value as of the
date of death.                                                    

 See "Partial surrender" on page 61 for more information about the effect of
partial surrenders on the amount of the death benefit.                          

Under Option 2, your death benefit will be higher than under Option 1.    
However, the MONTHLY INSURANCE CHARGE we deduct will also be higher to          
compensate us for our additional risk. Because of this, your accumulation value 
for the same amount of premium will be higher under Option 1 than under         
Option 2.                                                                       

Any premiums we receive after the insured person's date of death will be  
returned and not included in your accumulation value.                           

 Required minimum death benefit. We may be required under federal tax law to
pay a larger death benefit than what would be paid under your chosen death      
benefit Option. We refer to this larger benefit as the "required minimum death  
benefit" as explained below.                                                    

  Federal tax law requires a minimum death benefit (the required minimum death
benefit) in relation to the accumulation value for a Policy to qualify as life  
insurance. We will automatically increase the death benefit of a Policy if      
necessary to ensure that the Policy will continue to qualify as life insurance. 
One of two tests under current federal tax law can be used: the "GUIDELINE      
PREMIUM TEST" or the "CASH VALUE ACCUMULATION TEST." You must elect one of      
these tests when you apply for a Policy. After we issue your Policy, the choice 
may not be changed.                                                             

  There is an exception to your electing one of the tests. If you purchase the
lapse protection benefit rider, we will automatically provide you with the      
guideline premium test.                                                         

If you choose the guideline premium test, total premium payments paid in a
Policy year may not exceed the guideline premium payment limitations for life   
insurance set forth under federal tax law. In addition to meeting the premium   
requirements, the death benefit must be large enough when compared to the       
accumulation value to meet the minimum death benefit requirement. If you choose 
the cash value accumulation test, there are no limits on the amount of premium  
you can pay in a Policy year, as long as the death benefit is large enough      
compared to the accumulation value to meet the minimum death benefit            
requirement.                                                                    

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The other major difference between the two tax tests involves the Policy's
required minimum death benefit. The required minimum death benefit is           
calculated as shown in the tables that follow.                                  

If you selected death benefit Option 1 or Option 2 at any time when the   
required minimum death benefit is more than the death benefit payable under the 
Option you selected, the death benefit payable would be the required minimum    
death benefit.                                                                  

Under federal tax law rules, if you selected death benefit Option 1 and   
elected the cash value accumulation test, rather than the guideline premium     
test, the payment of additional premiums may cause your accumulation value to   
increase to the required minimum death benefit. Therefore, choosing the cash    
value accumulation test may make it more likely that the required minimum death 
benefit will apply if you select death benefit Option 1.                        

  If you anticipate that your Policy may have a substantial accumulation value
in relation to its death benefit, you should be aware that the cash value       
accumulation test may cause your Policy's death benefit to be higher than if    
you had chosen the guideline premium test. To the extent that the cash value    
accumulation test does result in a higher death benefit, the cost of insurance  
charges deducted from your Policy will also be higher. This compensates us for  
the additional risk that we might have to pay the required minimum death        
benefit.                                                                        

If you have selected the cash value accumulation test, we calculate the   
required minimum death benefit by multiplying your Policy's accumulation value  
by a REQUIRED MINIMUM DEATH BENEFIT PERCENTAGE that will be set forth on        
page 27 of your Policy. The required minimum death benefit percentage varies    
based on the age and premium class of the insured person. Below is an example   
of applicable required minimum death benefit percentages for the cash value     
accumulation test. The percentages shown are for a male, non-tobacco, ages 40   
to 120.                                                                         

APPLICABLE PERCENTAGES UNDER  
CASH VALUE ACCUMULATION TEST  

                                                        [Enlarge/Download Table]
                                                                                      
INSURED PERSON'S ATTAINED AGE......  40   45   50   55   60   65   70   75   99  100+ 
%.................................. 418% 352% 298% 253% 218% 189% 167% 148% 104%  100%

If you have selected the guideline premium test, we calculate the required
minimum death benefit by multiplying your Policy's accumulation value by an     
applicable required minimum death benefit percentage. The applicable required   
minimum death benefit percentage is 250% when the insured person's age is 40 or 
less, and decreases each year thereafter to 100% when the insured person's age  
is 95 or older. The applicable required minimum death benefit percentages under 
the guideline premium test for certain ages from 40 to 95 are set forth in the  
following table.                                                                

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APPLICABLE PERCENTAGES UNDER  
GUIDELINE PREMIUM TEST  

                                                                [Download Table]
                                                                                
INSURED PERSON'S ATTAINED AGE......  40   45   50   55   60   65   70   75  95+ 
%.................................. 250% 215% 185% 150% 130% 120% 115% 105% 100%

Your Policy calls the multipliers used for each test the "Death Benefit         
Corridor Rate."                                                                 

PREMIUM PAYMENTS                                                                

Premium payments. We call the payments you make "premiums" or "premium    
payments." The amount we require as your initial premium varies depending on    
the specifics of your Policy and the insured person. If mandated under          
applicable law, we may be required to reject a premium payment. Otherwise, with 
a few exceptions mentioned below, you can make premium payments at any time and 
in any amount. Premium payments we receive after your free look period, as      
discussed on page 35, will be allocated upon receipt to the available           
investment options you have chosen.                                             

 Premium payments and transaction requests in good order. We will accept the
Policy owner's instructions to allocate premium payments to investment options, 
to make redemptions (including loans) or to transfer values among the Policy    
owner's investment options, contingent upon the Policy owner's providing us     
with instructions in good order.                                                

When we receive a premium payment or transaction request in good order, it
will be treated as described under "Effective date of other premium payments    
and requests that you make" on page 29 of this prospectus. If we receive an     
instruction that is not in good order, the requested action will not be         
completed, and any premium payments that cannot be allocated will be held in a  
non-interest bearing account until we receive all necessary information.        

 We will attempt to obtain Policy owner guidance on requests not received in
good order for up to five business days following receipt. For instance, one of 
our representatives may telephone the Policy owner to determine the intent of a 
request. If a Policy owner's request is still not in good order after five      
business days, we will cancel the request, and return any unallocated premiums  
to the Policy owner along with the date the request was canceled.               

 Limits on premium payments. Federal tax law may limit the amount of premium
payments you can make (relative to the amount of your Policy's insurance        
coverage) and may impose penalties on amounts you take out of your Policy if    
you do not observe certain additional requirements. These tax law requirements  
and a discussion of modified endowment contracts are summarized further under   
"Federal Tax Considerations" beginning on page 73. We will monitor your premium 
payments, however, to be sure that you do not exceed permitted amounts or       
inadvertently incur any tax penalties. The tax law limits can vary as a result  
of changes you make to your Policy. For example, a reduction in the specified   
amount of your Policy can reduce the amount of premiums you can pay.            

Also, in certain limited circumstances, additional premiums may cause the 
death benefit to increase by more than they increase your accumulation value.   
In such case, we may refuse to accept an additional premium if the insured      
person does not provide us with satisfactory evidence that our requirements for 
issuing insurance are still met. This increase in death benefit is on the same  
terms                                                                           

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(including additional charges) as any other specified amount increase you       
request (as described under "Increase in coverage" on page 38).                 

We reserve the right to reject any premium.                               

Checks. You may pay premium by checks drawn on a U.S. bank in U.S. dollars
and made payable to "American General Life Insurance Company," or "AGL."        
Premiums after the initial premium should be sent directly to the appropriate   
address shown on your billing statement. If you do not receive a billing        
statement, send your premium directly to the address for premium payments shown 
on page 5 of this prospectus. We also accept premium payments by bank draft,    
wire or by exchange from another insurance company. Premium payments from       
salary deduction plans may be made only if we agree. You may obtain further     
information about how to make premium payments by any of these methods from     
your AGL representative or from our Administrative Center shown under "Contact  
Information" on page 5.                                                         

Planned periodic premiums. Page 3 of your Policy will specify a "Planned  
Periodic Premium." This is the amount that you (within limits) choose to pay.   
Our current practice is to bill monthly, quarterly, semi-annually or annually.  
However, payment of these or any other specific amounts of premiums is not      
mandatory. After payment of your initial premium, you need only invest enough   
to ensure that your Policy's cash surrender value stays above zero or that the  
guarantee period benefit (described under "Guaranteed death benefits" on        
page 34) remains in effect ("Cash surrender value" is explained under "Full     
Surrenders" on page 6). The less you invest, the more likely it is that your    
Policy's cash surrender value could fall to zero as a result of the deductions  
we periodically make from your accumulation value.                              

Guaranteed death benefits. Your Policy makes a choice from two benefit    
riders available to you that provide guarantees on your death benefit. This     
means that if you have one of these riders, your Policy and any other benefit   
riders you have selected will not lapse as long as you meet the requirements    
associated with that rider. Subject to the terms of the rider, if you meet your 
rider's requirements while the rider is in force, your Policy will not lapse    
even if your Policy's cash surrender value has declined to zero.                

One of these riders, called the "20-year benefit rider," is a benefit     
provided to any Policy owner who does not select the "lapse protection benefit  
rider." We issue the rider only when the Policy is issued. There is no charge   
for the rider. This rider only guarantees the death benefit for a given period. 
The required monthly guarantee premiums for this rider are shown on page 3 of   
your Policy.                                                                    

The second rider is the lapse protection benefit rider. You may select the
lapse protection benefit rider only at the time we issue your Policy and if you 
select other Policy features. There is a charge for this rider. See the Tables  
of Fees and Charges. We will not issue the 20-year benefit rider if you select  
the lapse protection benefit rider.                                             

There is no difference in the calculation of Policy values and the death  
benefit between a Policy that has a guarantee period benefit under the 20-year  
benefit rider and one that does not, because the rider is free of charge.       
However, because there is a charge for the lapse protection benefit rider,      
Policy values are lower for a Policy that has this rider as opposed to one that 
does not.                                                                       

The conditions and benefits of each rider are described under "Additional 
Optional Benefit Riders" on page 40. Be sure to review their descriptions.      

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 Free look period. If for any reason you are not satisfied with your Policy,
you may return it to us and we will refund the greater of (i) any premium       
payments received by us or (ii) your accumulation value plus any charges that   
have been deducted prior to allocation to your specified investment options. To 
exercise your right to return your Policy, you must mail it directly to the     
Administrative Center or return it to the AGL insurance representative through  
whom you purchased the Policy within 10 days after you receive it. Because you  
have this right, we will invest your initial net premium payment in the money   
market investment option from the date your investment performance begins until 
the first business day that is at least 15 days later. Then we will             
automatically allocate your investment among the available investment options   
in the ratios you have chosen. This reallocation will not count against the 12  
free transfers that you are permitted to make each year. Any additional premium 
we receive during the 15-day period will also be invested in the money market   
investment option and allocated to the investment options at the same time as   
your initial net premium.                                                       

CHANGING YOUR INVESTMENT OPTION ALLOCATIONS                                     

Future premium payments. You may at any time change the investment options
in which future premiums you pay will be invested. Your allocation must,        
however, be in whole percentages that total 100%.                               

Transfers of existing accumulation value. You may transfer your existing  
accumulation value from one investment option to another, subject to the        
restrictions below and other restrictions described in this prospectus (see     
"Market timing" on page 36, "Restrictions initiated by the Funds and            
information sharing obligations" on page 38 and "Additional Rights That We      
Have" on page 66).                                                              

   .  Restrictions on transfers from variable investment options. You may make
     transfers from the variable investment options at any time. There is no
      maximum limit on the amount you may transfer. The minimum amount you may
transfer from a variable investment option is $500, unless you are
transferring the entire amount you have in the option.            

   .  Restrictions on transfers from the Fixed Account. You may make transfers
 from the Fixed Account only during the 60-day period following each
   Policy anniversary (including the 60-day period following the date we
apply your initial premium to your Policy).                       

.  Transacting multiple transfer requests. In the event you provide us, 
      during one valuation period, with more than one transfer request in good
      order, we will treat the multiple requests as only one transfer request.

   The maximum total amount you may transfer from the Fixed Account each
year is limited to the greater of "a" or "b" below:               

     a. 25% of the unloaned accumulation value you have in the Fixed Account
       as of the Policy anniversary (for the first Policy year, the amount
   of your initial premium you allocated to the Fixed Account); or

b. the total amount you transferred or surrendered from the Fixed 
Account during the previous Policy year.                    

 The minimum amount you may transfer from the Fixed Account is $500,
 unless you are transferring the entire amount you have in the Fixed
Account. There are no restrictions on                             

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the frequency or amount you may transfer into the Fixed Account.  
      Transfers to or from the Fixed Account do not count toward the annual 12
free transfers.                                                   

Dollar cost averaging. Dollar cost averaging is an investment strategy    
designed to help reduce the risks that result from market fluctuations. Dollar  
cost averaging does not result in any transfers to or from the Fixed Account.   
The strategy spreads the allocation of your accumulation value among your       
chosen variable investment options over a period of time. This allows you to    
potentially reduce the risk of investing most of your funds at a time when      
prices are high. Dollar cost averaging ("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.                          

Under dollar cost averaging, we automatically make transfers of your      
accumulation value from the variable investment option of your choice to one or 
more of the other variable investment options that you choose. You tell us what 
day of the month you want these transfers to be made (other than the 29th, 30th 
or 31st of a month) and whether the transfers on that day should occur monthly, 
quarterly, semi-annually or annually. We make the transfers at the end of the   
valuation period containing the day of the month you select. We compute values  
under a Policy on each valuation date. A valuation period is the time from the  
close of business on a valuation date to the close of business on the next      
valuation date. You must have at least $5,000 of accumulation value to start    
dollar cost averaging and each transfer under the program must be at least      
$100. Dollar cost averaging ceases upon your request, or if your accumulation   
value in the investment option from which you are making transfers becomes      
exhausted. You may maintain only one dollar cost averaging instruction with us  
at a time. You cannot use dollar cost averaging at the same time you are using  
automatic rebalancing. Dollar cost averaging transfers do not count against the 
12 free transfers that you are permitted to make each year. We do not charge    
you for using this service. WE RESERVE THE RIGHT TO MODIFY, SUSPEND OR          
TERMINATE THE DCA PROGRAM AT ANY TIME.                                          

 Automatic rebalancing. This feature automatically rebalances the proportion
of your accumulation value in each variable investment option under your Policy 
to correspond to your then current and compliant premium allocation             
designation. Automatic rebalancing does not result in any transfers to or from  
the Fixed Account. Automatic rebalancing does not guarantee gains, nor does it  
assure that you will not have losses. You tell us whether you want us to do the 
rebalancing quarterly, semi-annually or annually. Automatic rebalancing will    
occur as of the end of the valuation period that contains the date of the month 
your Policy was issued. For example, if your Policy is dated January 17, and    
you have requested automatic rebalancing on a quarterly basis, automatic        
rebalancing will start on April 17, and will occur quarterly thereafter. You    
must have a total accumulation value of at least $5,000 to begin automatic      
rebalancing, unless you elect the lapse protection benefit rider. When the      
lapse protection benefit rider is elected, there is no minimum accumulation     
value to begin automatic rebalancing. Automatic rebalancing ends upon your      
request. You may maintain only one automatic rebalancing instruction with us at 
a time. You cannot use automatic rebalancing at the same time you are using     
dollar cost averaging. Automatic rebalancing transfers do not count against the 
12 free transfers that you are permitted to make each year. We do not charge    
you for using this service.                                                     

 Market timing. The Policies are not designed for professional market timing
organizations or other entities or individuals using programmed and frequent    
transfers involving large amounts. Market timing carries risks with it,         
including:                                                                      

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.  dilution in the value of Fund shares underlying investment options of
other Policy owners;                                              

  .  interference with the efficient management of the Fund's portfolio; and

.  increased administrative costs.                                      

We have policies and procedures affecting your ability to make transfers  
within your Policy. A transfer can be your allocation of all or a portion of a  
new premium payment to an investment option. You can also transfer your         
accumulation value in one investment option (all or a portion of the value) to  
another investment option.                                                      

We are required to monitor the Policies to determine if a Policy owner    
requests:                                                                       

   .  a transfer out of a variable investment option within two calendar weeks
  of an earlier transfer into that same variable investment option; or

 .  a transfer into a variable investment option within two calendar weeks
    of an earlier transfer out of that same variable investment option; or

.  a transfer out of a variable investment option followed by a transfer
   into that same variable investment option, more than twice in any one
calendar quarter; or                                              

  .  a transfer into a variable investment option followed by a transfer out
 of that same variable investment option, more than twice in any one
calendar quarter.                                                 

  If any of the above transactions occurs, we will suspend such Policy owner's
same day or overnight delivery transfer privileges (including website, e-mail   
and facsimile communications) with notice to prevent market timing efforts that 
could be harmful to other Policy owners or beneficiaries. Such notice of        
suspension will take the form of either a letter mailed to your last known      
address, or a telephone call from our Administrative Center to inform you that  
effective immediately, your same day or overnight delivery transfer privileges  
have been suspended. A Policy owner's first violation of this policy will       
result in the suspension of Policy transfer privileges for ninety days. A       
Policy owner's subsequent violation of this policy will result in the           
suspension of Policy transfer privileges for six months.                        

In most cases transfers into and out of the money market investment option
are not considered market timing; however, we examine all of the above          
transactions without regard to any transfer into or out of the money market     
investment option. We treat such transactions as if they are transfers directly 
into and out of the same variable investment option. For instance:              

(1)if a Policy owner requests a transfer out of any variable investment 
option into the money market investment option, and               

   (2)the same Policy owner, within two calendar weeks requests a transfer out
of the money market investment option back into that same variable
investment option, then                                           

(3)the second transaction above is considered market timing.            

 Transfers under dollar cost averaging, automatic rebalancing or any
other automatic transfer arrangements to which we have agreed are not affected  
by these procedures.                                                            

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The procedures above will be followed in all circumstances, and we will   
treat all Policy owners the same.                                               

  In addition, Policy owners incur a $25 charge for each transfer in excess of
12 each Policy year.                                                            

  Restrictions initiated by the Funds and information sharing obligations. The
Funds have policies and procedures restricting transfers into the Fund. For     
this reason or for any other reason the Fund deems necessary, a Fund may        
instruct us to reject a Policy owner's transfer request. Additionally, a Fund   
may instruct us to restrict all purchases or transfers into the Fund by a       
particular Policy owner. We will follow the Fund's instructions. The            
availability of transfers from any investment option offered under the Policy   
is unaffected by the Fund's policies and procedures.                            

Please read the Funds' prospectuses and supplements for information about 
restrictions that may be initiated by the Funds.                                

In order to prevent market timing, the Funds have the right to request    
information regarding Policy owner transaction activity. Upon a Fund's request, 
we will provide mutually agreed upon information regarding Policy owner         
transactions in the Fund.                                                       

CHANGING THE SPECIFIED AMOUNT OF INSURANCE                                      

Increase in coverage. At any time before the Policy's maturity date while 
the insured person is living, you may request an increase in the specified      
amount of coverage under your Policy. You must, however, provide us with        
satisfactory evidence that the insured person continues to meet our             
requirements for issuing insurance coverage.                                    

 We treat an increase in specified amount in many respects as if it were the
issuance of a new Policy. For example, the monthly insurance charge for the     
increase will be based on the age, gender and premium class of the insured      
person at the time of the increase. Also, a new amount of surrender charge      
applies to the amount of the increase for the 9 Policy years following the      
increase.                                                                       

Whenever you decide to increase your specified amount, you will be subject
to a new monthly charge per $1,000 of specified amount. The additional charge   
assessed for the first five Policy years following the increase will be applied 
only to the increase in your specified amount. Increasing the specified amount  
may increase the amount of premium you would need to pay to avoid a lapse of    
your Policy.                                                                    

Decrease in coverage. After the first Policy year and before the Policy's 
maturity date, you may request a reduction in the specified amount of coverage, 
but not below certain minimums. After any decrease, the death benefit must be   
at least the greater of:                                                        

.  $100,000; and                                                        

   .  any minimum amount which is necessary for the Policy to continue to meet
the federal tax law definition of life insurance.                 

 We will apply any decrease in coverage as of the monthly deduction day (see
"Monthly deduction days" on page 29) following the valuation date we receive    
the request.                                                                    

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The decrease in coverage is applied in the following order:               

.  Against the specified amount provided by the most recent increase;   

.  Against the next most recent increases successively;                 

 .  Against the specified amount provided under your original application.

  We will deduct from your accumulation value any surrender charge that is due
on account of the decrease. If there is not sufficient accumulation value to    
pay the surrender charge at the time you request a reduction, the decrease will 
not be allowed.                                                                 

A reduction in specified amount will not reduce the monthly charges per   
$1,000 of specified amount, or the amount of time for which we assess these     
charges. For instance, if you increase your coverage and follow it by a         
decrease in coverage within five years of the increase, we will assess the      
monthly charge per $1,000 of specified amount against the increase in coverage  
for the full five years even though you have reduced the amount of coverage.    

CHANGING DEATH BENEFIT OPTIONS                                                  

Change of death benefit Option. You may at any time before the Policy's   
maturity date while the insured person is living request us to change your      
death benefit option from:                                                      

Option 1 to Option 2; or                                                  

Option 2 to Option 1.                                                     

.  If you change from Option 1 to Option 2, we automatically reduce your
   Policy's specified amount of insurance by the amount of your Policy's
    accumulation value (but not below zero) at the time of the change. The
   change will go into effect on the monthly deduction day following the
      date we receive your request for change. Any such reduction in specified
      amount will be subject to the same guidelines and restrictions described
  in "Decrease in coverage" on page 38. We will not charge a surrender
 charge for this reduction in specified amount. The surrender charge
   schedule will not be reduced on account of the reduction in specified
amount. The monthly charge per $1,000 of specified amount will not
      change. At the time of the change of death benefit option, your Policy's
monthly insurance charge and surrender value will not change.     

.  If you change from Option 2 to Option 1, then as of the date of the  
    change we automatically increase your Policy's specified amount by the
      amount of your Policy's accumulation value. The monthly charge per $1000
     of specified amount will not change. At the time of the change of death
  benefit option, your Policy's monthly insurance charge and surrender
value will not change.                                            

Effect of changes in insurance coverage on guarantee period benefit. A    
change in coverage does not result in termination of the 20-year benefit rider  
or the lapse protection benefit rider, so that if you pay certain prescribed    
amounts of premiums, we will pay a death benefit even if your Policy's cash     
surrender value declines to zero. The details of this guarantee are discussed   
under "20-year benefit rider" on page 44 and "Lapse protection benefit rider"   
on page 46.                                                                     

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  Tax consequences of changes in insurance coverage. Please read "Tax Effects"
starting on page 73 of this prospectus to learn about possible tax consequences 
of changing your insurance coverage under your Policy.                          

ACCOUNT VALUE ENHANCEMENT                                                       

 Your Policy will be eligible for an Account Value Enhancement at the end of
the 21st Policy year, and at the end of each Policy year thereafter. An Account 
Value Enhancement is a credit we may provide to your accumulation value. At our 
complete discretion, the credit for any Policy year can be 0.01% or greater. We 
will inform you following the end of each Policy year the amount, if any, of    
Account Value Enhancement credited to your Policy.                              

Here are the additional terms of the Account Value Enhancement:           

.  Each Account Value Enhancement will be calculated using your unloaned
accumulation value at the end of the last day of the Policy year. 

.  The amount of each Account Value Enhancement will be calculated by   
applying a percentage to the unloaned accumulation value. The     
percentage, if any, will be reset annually.                       

.  Each Account Value Enhancement will be allocated to your Policy's    
     investment options using the premium allocation percentages you have in
effect at the time of allocation.                                 

.  There is no Policy charge for any Account Value Enhancement, although
     some of the Policy charges may be higher because of an increase in your
accumulation value.                                               

Enhancements credited to your variable investment options result in an    
increase in your accumulation value. Each enhancement is fully vested when      
credited. You will be subject to the risk that investment performance will be   
unfavorable and your accumulation value will decrease because of the            
unfavorable performance and the resulting higher insurance charges. As a result 
you may not receive any benefit from an Account Value Enhancement. See          
"Investment Risk" on page 9.                                                    

REPORTS TO POLICY OWNERS                                                        

Shortly after the end of each Policy year, we will mail you a report that 
includes information about your Policy's current death benefit, accumulation    
value, cash surrender value and Policy loans. We will send you notices to       
confirm premium payments, transfers and certain other Policy transactions. We   
will mail to you at your last known address of record, these and any other      
reports and communications required by law. You should give us prompt written   
notice of any address change. It is your responsibility to review these         
documents carefully and notify us of any inaccuracies immediately.              

ADDITIONAL OPTIONAL BENEFIT RIDERS  

RIDERS                                                                          

You may be eligible to add additional optional rider benefits to your     
Policy. You can request that your Policy include the additional rider benefits  
described below. An exception is the overloan protection rider which we         
automatically issue at the time we issue your Policy provided you selected the  
guideline premium test. For most of the riders that you choose, a charge, which 
will be shown on page 3 of your                                                 

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Policy, will be deducted from your accumulation value on each monthly deduction 
day. Eligibility for and changes in these benefits are subject to our rules and 
procedures as well as Internal Revenue Service guidelines and rules that        
pertain to the Code's definition of life insurance as in effect from time to    
time. Not all riders are available in all states. More details are included in  
each rider, which your insurance representative can review with you before you  
decide to elect any of them. Some of the riders provide guaranteed benefits     
that are obligations of our general account and not of the Separate Account.    
See "Our general account" on page 28.                                           

 Accidental Death Benefit Rider. This rider pays an additional death benefit
if the insured person dies from certain accidental causes. There is a charge    
for this rider, which currently is $0.15 each month for each $1000 of rider     
coverage for a 38 year old insured person. See the Tables of Fees and Charges.  
You can purchase this rider only at the time we issue your Policy. You may      
later elect to terminate this rider. When the rider terminates the charge will  
cease.                                                                          

 Children's Insurance Benefit Rider. This rider provides term life insurance
coverage on the eligible children of the person insured under the Policy. There 
is a charge for this rider, which currently is $0.48 each month for each $1000  
of rider coverage. See the Tables of Fees and Charges. This rider is            
convertible into any other insurance (except for term coverage) available for   
conversions, under our published rules at the time of conversion. You may       
purchase this rider at the time we issue your Policy or at any time thereafter. 
This rider terminates at the earlier of the Policy anniversary nearest the      
insured person's 65th birthday or the "Maturity Date" shown on page 3 of your   
Policy; however, you may elect to terminate it at any time before then. When    
the rider terminates the charge will cease.                                     

Spouse Term Rider. This rider provides term life insurance on the life of 
the spouse of the Policy's insured person. There is a charge for this rider,    
which currently is $0.14 each month for each $1000 of rider coverage for a      
38 year old male who is in good health and does not use tobacco products. This  
rider terminates no later than the Policy anniversary nearest the spouse's 75th 
birthday. You can convert this rider into any other insurance, except term,     
under our published rules at the time of conversion. You can purchase this      
rider only at the time we issue your Policy. You may later elect to terminate   
this rider. If you do so, the charge will cease.                                

 Terminal Illness Rider. This rider provides the Policy owner with the right
to request a benefit if the Policy's insured person is diagnosed as having a    
terminal illness (as defined in the rider) and less than 12 months to live.     
This rider is not available in all states. There is a one-time administrative   
fee charged for this rider, which currently is $150 assessed at the time of the 
claim. The maximum amount you may receive under this rider before the insured   
person's death is 50% of the death benefit that would be due under the Policy   
(excluding any rider benefits), not to exceed $250,000. The amount of benefits  
paid under the rider, plus interest on this amount to the next Policy           
anniversary, plus an administrative fee (not to exceed $250), becomes a "LIEN"  
against the remaining benefits payable under the Policy. The maximum interest   
rate will not exceed the greater of                                             

  .  the Moody's corporate Bond Yield Average-Monthly Average Corporates for
 the month of October preceding the calendar year for which the loan
interest rate is determined; or                                   

   .  the interest rate we are using when calculating cash values in the Fixed
Account at the time the charge is assessed, plus 1%.              

A lien is a claim by AGL against all future Policy benefits. We will      
continue to charge interest in advance on the total amount of the lien and will 
add any unpaid interest to the total amount of the lien each year. The cash     
surrender value of the Policy also will be reduced by the amount of the lien.   
Any                                                                             

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time the total lien, plus any other Policy loans, exceeds the Policy's then     
current death benefit, the Policy will terminate without further value. You can 
purchase this rider at any time prior to the maturity date. You may terminate   
this rider at any time. If you do so, the charge will cease.                    

Waiver of Monthly Deduction Rider. This rider provides for a waiver of all
monthly charges assessed for both your Policy and riders that we otherwise      
would deduct from your accumulation value, so long as the insured person is     
totally disabled (as defined in the rider). This rider is not available for     
Policies with an initial specified amount greater than $5,000,000. There is a   
charge for this rider, which currently is $0.03 per $1000 of the Policy's net   
amount at risk. See the Tables of Fees and Charges. While we are paying         
benefits under this rider we will not permit you to request any increase in the 
specified amount of your Policy's coverage. When we "pay benefits" under this   
rider we deduct all monthly charges (except for loan interest) from your        
Policy's cash value, but not from your Policy's accumulation value. Therefore   
your Policy's accumulation value will not change because of monthly charges.    

  You should carefully consider the following risks associated with exercising
this rider:                                                                     

.  If you have an outstanding Policy loan, loan interest must be paid   
either as premium or from the Policy's accumulation value. It is  
possible the Policy will lapse for nonpayment of loan interest.   

.  You may not increase or decrease the Policy's specified amount while 
monthly deductions are waived.                                    

   .  You may not change the death benefit Option while monthly deductions are
waived.                                                           

.  You may not add any riders while monthly deductions are waived.      

 You can purchase this rider on the life of an insured person who is younger
than age 56. You can purchase this rider only at the time we issue your Policy. 
You may later elect to terminate this rider. When the rider terminates the      
charge will cease.                                                              

 Overloan Protection Rider. This rider may keep your Policy from lapsing due
to interest charges on outstanding Policy loans. This rider allows you to       
retain the death benefit coverage under your Policy and discontinue paying      
premiums. We issue this rider automatically when your Policy is issued.         

  This rider does not automatically guarantee that your Policy will not lapse.
There are several conditions you must meet in order for the rider to be         
exercised. The conditions are listed at the end of this section. We do not      
anticipate that many Policy owners will meet all those conditions. Overall the  
rider is more likely to be helpful for Policies with younger insureds, because  
the Policy owner has a longer period of time to build the Policy's cash value.  
However, it is important to keep in mind that a Policy owner who anticipates    
using a strategy over the life of the Policy that calls for significant loan    
activity should consider selecting the guideline premium test when applying for 
the Policy, because the rider cannot be used if that selection is not made.     

  A significant reason to plan to have this rider available for use is because
a Policy with very large outstanding loans when the Policy lapses may generate  
a significant taxable event for the Policy owner. You may wish to consult your  
tax advisor about this issue before you apply for a Policy.                     

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 There is a one- time charge for this rider, currently equal to 3.5% of your
Policy's accumulation value when the rider is exercised. See the Tables of Fees 
and Charges. This charge will never be greater than 5% of the accumulation      
value. There is no charge if the rider is never exercised.                      

You can request to exercise the rider when:                               

(1)The sum of outstanding Policy loans equals or exceeds 94% of the cash
value; and                                                        

(2)The Policy has been in force at least until the later of:            

(a)the Policy anniversary nearest the insured person's age 75; or 

(b)the 15th Policy anniversary.                                   

The exercise date of the rider is the monthly deduction day on or next    
following the date we receive your written request and all requirements for     
exercising the rider are satisfied. Here are the requirements:                  

.  There must be sufficient cash surrender value to cover the one-time  
charge;                                                           

   .  If you elected death benefit Option 2 when you applied for a Policy, you
 must change it to death benefit Option 1 (death benefit Option 1 is
       equal to the specified amount on the date of the insured person's death);

 .  The Policy must not be a modified endowment contract and the guideline
premium test must be selected when the Policy is applied for;     

.  The sum of all partial surrenders taken by the time the rider is     
exercised must equal or exceed the sum of all premiums paid;      

.  The sum of all outstanding Policy loans by the time the rider is     
exercised must equal or exceed the specified amount; and          

  .  There can be no riders in force at the time the rider is exercised that
     require charges after the exercise date, other than term life insurance
      riders (a term life insurance rider cannot require a change in its death
       benefit amount that is scheduled to take effect after the exercise date).

On the exercise date the portion of your accumulation value not offset by 
your outstanding Policy loans will be transferred to, or will remain in, the    
Fixed Account.                                                                  

The following conditions apply beginning with the exercise date:          

.  Interest will continue to be credited to your accumulation value and 
charged against outstanding loans;                                

.  All future monthly deductions will be waived, including those for any
term rider;                                                       

.  No additional premiums will be accepted;                             

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.  The Policy cannot become a modified endowment contract (we have      
procedures in place that assure this would not occur);            

.  No new Policy loans or partial surrenders will be allowed;           

.  Policy loans can be repaid;                                          

.  No changes will be allowed in the specified amount or choice of death
benefit Option;                                                   

   .  No transfers or allocations of accumulation value from the Fixed Account
will be allowed; and                                              

   .  The Policy's death benefit will be the applicable Death Benefit Corridor
  Rate times the greater of the accumulation value and the outstanding
total Policy loan amount.                                         

The rider will terminate on the earlier of the following dates:           

.  Upon your written request to terminate the rider; or                 

.  Upon termination of the Policy.                                      

  20-year benefit rider. This rider is a benefit available to any Policy owner
who does not select the lapse protection benefit rider. While this rider is in  
force, if you pay the monthly guarantee premiums your Policy will not lapse and 
we will provide a death benefit depending on the death benefit option you       
chose. We issue the rider only when the Policy is issued. There is no charge    
for the rider.                                                                  

The rider provides a guarantee, explained below, until the earlier of:          

.  The 20th Policy anniversary; or                                      

.  The Policy anniversary nearest the insured person's 95th birthday.   

There are a few features about this rider that you should consider when   
applying for the Policy. If you elect this charge-free rider, you cannot        
purchase the lapse protection benefit rider. Conversely, if you purchase the    
lapse protection benefit rider, you cannot elect this rider. Since both riders  
can provide protection against the Policy's lapse, you will need to decide      
which rider is better for you. First, there is no charge for this rider. While  
you may find that the charge for the lapse protection benefit rider is          
affordable, the charge nevertheless results in less accumulation value for      
investment in the Policy's variable investment options, unless you pay more     
premiums to offset the charge. Second, this rider's potential benefit is        
limited to only a maximum of 20 Policy years. However, the need for life        
insurance varies from person to person, and often is a consideration based on   
how dependent family members are on the health and income of the insured        
person. If you anticipate that in 20 years, family members will no longer       
depend on your income, you may want to elect this rider. If you are concerned   
that your responsibilities will be longer than 20 years, you may want to elect  
the lapse protection benefit rider. Each rider has funding requirements that    
require your understanding before you decide between the two.                   

Page 3 of your Policy will specify a "Monthly Guarantee Premium." You must
pay the monthly guarantee premiums to keep the rider in force.                  

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Policy months are measured from the "Date of Issue" that will be shown on 
page 3 of your Policy. On the first day of each Policy month that you are       
covered by the rider, we determine if the monthly guarantee premium requirement 
has been met, as follows:                                                       

   .  if the sum of all premiums paid to date, minus withdrawals and minus any
outstanding Policy loan amount, equals or exceeds                 

.  the sum of all monthly guarantee premiums, beginning with the date of
    issue and including the monthly guarantee premium for the then-current
month, then                                                       

you have met the monthly guarantee premium requirement.                   

As long as you have met the monthly guarantee premium requirement, your   
Policy will not enter a grace period, or terminate (i.e., lapse) because of     
insufficient cash surrender value. See "Policy Lapse and Reinstatement" on      
page 73.                                                                        

  If you do not meet the monthly guarantee premium requirement, we will notify
you in writing within 30 days. The 20-year benefit rider will remain in force   
during the 61-day period that follows failure to meet the monthly guarantee     
premium requirement. The notice will advise you of the amount of premium you    
must pay to keep the rider from terminating. If you do not pay the amount       
required to keep the rider in force by the end of the 61-day period, the rider  
will terminate and cannot be reinstated.                                        

If the 20-year benefit rider terminates and the cash surrender value is   
insufficient, the Policy will then lapse unless you pay an amount of premium    
sufficient to keep the Policy from lapsing. However, the 20-year benefit rider  
will not be reactivated even if you pay enough premium to keep your Policy from 
lapsing.                                                                        

Whenever you increase or decrease your specified amount, change death     
benefit options, add or delete another benefit rider or change premium class,   
we calculate a new monthly guarantee premium. These changes will not affect the 
terms or the duration of the rider. The amount you must pay to keep the rider   
in force will increase or decrease. We can calculate your new monthly guarantee 
premium as the result of a Policy change, before you make the change. Please    
contact either your insurance representative or the Administrative Center shown 
under "Contact Information" on page 5 for this purpose.                         

   .  For increases in the specified amount, the new monthly guarantee premium
      is calculated based on the insured person's age on the effective date of
the increase, and the amount of the increase.                     

   .  For decreases in the specified amount, the new monthly guarantee premium
    is adjusted on a pro-rata basis. For instance, if the specified amount
 is reduced by one-half, the monthly guarantee premium is reduced by
one-half.                                                         

.  For the addition or deletion of any other benefit rider, the monthly 
   guarantee premium will be increased or decreased by the amount of the
charge for the rider.                                             

.  For a change in premium class, the new monthly guarantee premium is  
calculated based on the insured person's attained age and the new 
premium class.                                                    

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 The monthly guarantee premium requirement must be met each Policy month for
the duration of the 20-year benefit rider, or the rider will be subject to      
termination. There is no additional charge for this rider.                      

  Lapse protection benefit rider. This rider provides a Continuation Guarantee
benefit that can keep your Policy from lapsing. There is a charge for this      
rider, which currently is $0.01 each month for each $1000 of the Policy's net   
amount at risk. The charge is for a 38 year old male who is in good health and  
does not use tobacco products. You must elect this rider at the time you apply  
for the Policy. You may later elect to terminate this rider. If you do so, the  
charge will cease as of the termination date.                                   

The previous rider discussed, the 20-year benefit rider, may be more      
suitable for your needs than this rider. Please be sure to read the first few   
paragraphs of discussion for the 20-year benefit rider, found on page 44. The   
discussion may help you decide which of the two riders is better for your       
circumstances.                                                                  

 Continuation Guarantee Account and how it works. The Continuation Guarantee
Account creates a reference value used to determine whether a Continuation      
Guarantee benefit is in effect. Unlike the Policy, the Continuation Guarantee   
Account does not have an actual cash value or cash surrender value. The         
Continuation Guarantee Account value starts in the same manner as the Policy    
value. Afterward premiums are credited and deductions are made, so that the     
Continuation Guarantee Account will increase or decrease.                       

After the Policy is issued and the Continuation Guarantee Account has been
established, its value is calculated in a manner similar to your actual Policy  
value. We determine the Continuation Guarantee Account value however, by using  
different charges and credits and a different interest rate. The charges and    
credits are made monthly. The interest rate is guaranteed and is used to credit 
the Continuation Guarantee Account value, but not your Policy value. Except as  
stated in this rider, the table of Continuation Guarantee COST OF INSURANCE     
RATES and all other Continuation Guarantee charges are guaranteed not to        
change. The Continuation Guarantee interest rate is found in your Policy        
Schedule. The initial charges are found in your Policy Schedule and in the      
rider. The Continuation Guarantee Account has no impact on your death benefit,  
accumulation value or Policy value.                                             

Continuation Guarantee benefit. This benefit is provided under the lapse  
protection benefit rider by using a Continuation Guarantee Account defined      
above. So long as you have the lapse protection benefit rider and you have paid 
the monthly guarantee premiums to date that are required by the rider, the      
Continuation Guarantee benefit will be in effect. This means that if you        
continue to meet the rider's monthly guarantee premium requirement:             

.  the Continuation Guarantee benefit will be in effect;                

.  your Policy will not lapse; and                                      

.  we will guarantee a death benefit.                                   

 On the first day of each Policy month that you are covered by the rider and
you have made no Policy changes to date, we know if the Continuation Guarantee  
benefit is in effect by determining if the Continuation Guarantee Account value 
is zero or greater. The necessary value is assured in the following manner:     

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 If the premium paid on the first day of each Policy month equals or exceeds
the sum of (i) plus (ii) where                                            

   (i)equals your Policy's specified amount multiplied by the applicable
      Monthly Continuation Guarantee Cost of Insurance Rate (these rates
         are found in the rider's Table of Monthly Continuation Guarantee Cost
of Insurance Rates), divided by 1000; and                   

 (ii)equals the monthly charges for all other Policy riders (excluding
       this rider), calculated, where applicable, using the rates from the
same table used in (i) above,                               

then your Continuation Guarantee benefit will be in effect.               

Stated differently, if you continue to meet the rider's monthly guarantee 
premium requirement, your Policy will not enter the grace period or lapse even  
if there is not enough cash surrender value to cover your current monthly       
deductions and even if the Policy's cash surrender value has declined to zero.  
However, there must be enough Policy value available to pay any Policy loan     
interest due. As a result, you may need to pay additional premium to keep loan  
interest payments current.                                                      

Risk of paying insufficient premiums. As just noted, the Continuation     
Guarantee benefit can keep your Policy from lapsing, but there are certain      
premium payment obligations you must meet. It is possible for you to pay        
insufficient premiums to keep the Continuation Guarantee benefit in force. At   
that point you should consider if you are planning to pay enough premium to     
restore the Continuation Guarantee benefit. On the other hand you can terminate 
the rider. If you do not terminate the rider you will still be assessed a       
charge for the rider. If you elect this rider your insurance representative and 
you should carefully review your responsibility to pay sufficient Policy        
premiums in order to keep the Continuation Guarantee benefit in force. The      
Continuation Guarantee Account and its potential benefit are discussed in the   
rest of this section.                                                           

Charge against the Policy's accumulation value. The charge for this rider 
will be deducted monthly from the Policy's accumulation value, but not from the 
Continuation Guarantee Account value. The charge is based on the insured        
person's age, sex, premium class and net amount at risk. We assess a separate   
charge per $1,000 of net amount at risk attributable to the Policy's total      
specified amount.                                                               

Charges against the Continuation Guarantee Account. The following four    
charges are not deducted from the Policy's accumulation value. They are,        
however, deducted from the Continuation Guarantee Account value and are used    
only to determine if the Policy's Continuation Guarantee is in effect:          

.  Continuation Guarantee Monthly Administration Fee. We show the       
Continuation Guarantee Monthly Administration Fee on your Rider   
   Schedule. This monthly fee is currently zero. However, we reserve the
right to change this charge for Policies we issue in the future.  

   .  Continuation Guarantee Premium Expense Charge. This charge is calculated
by multiplying the amount of each premium when it is paid by the  
     Continuation Guarantee Premium Expense Charge Percentage ("Percentage")
    of a maximum of 65% of both the Continuation Guarantee TARGET PREMIUM,
    as well as all amounts in excess of the target premium. The Percentage
      is determined based on the age, gender and health of the insured person.
   The target premium is an amount of level annual premium that would be

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   necessary to support the benefits under your Policy, based on certain
      assumptions that we believe are reasonable. The Percentage used for each
     Policy owner will not change for the life of the Policy. We reserve the
   right, however, to use different Percentages for Policies we issue in
   the future. This includes our right to use one Percentage in the same
    Policy for the amount of each premium up to the Continuation Guarantee
    target premium, and a different Percentage for the amount in excess of
the target premium.                                               

.  Continuation Guarantee Monthly Expense Charge. We currently issue AG 
Platinum Choice with zero as the charge for all Policy owners. The
     charge is guaranteed to remain zero for the life of the Policy. However
     we reserve the right to assess a charge for future Policy owners. If we
      do so, the charge will be guaranteed for the life of those Policies. For
    Policy owners with a higher charge than zero, a Continuation Guarantee
   Monthly Expense Charge will be deducted monthly from the Continuation
Guarantee Account value. This charge will depend on the amount of 
   Continuation Guarantee specified amount and the insured person's sex,
   age and premium class (the Continuation Guarantee specified amount is
the same as the Policy's specified amount). The initial amount and
   duration of this charge will be shown on the Policy's Rider Schedule.
     The charge will also apply to any increase in the specified amount. The
     duration of this charge for an increase in the specified amount will be
     the same as for the initial specified amount. We will notify you of the
new charge on account of any increase in specified amount in an   
      endorsement to the Policy. Any decrease in the specified amount will not
 change the amount or duration of the Continuation Guarantee Monthly
Expense Charge in effect at the time of the decrease.             

.  Continuation Guarantee Cost of Insurance Charge. A Continuation      
  Guarantee Cost of Insurance Charge will be deducted monthly from the
      Continuation Guarantee Account value. The rider contains a table of cost
     of insurance rates used to determine this charge. The cost of insurance
      rate will vary based on the insured person's sex, age, specified amount,
 and premium class, as well as the Policy year. An example of how we
  calculate the Continuation Guarantee Cost of Insurance Charge can be
    found beginning on page 48 under "Continuation Guarantee Enhancement,"
 and in the section that follows on page 49, "Continuation Guarantee
Account Threshold Value."                                         

Two essential elements of the Continuation Guarantee Account. The next two
sections cover a couple of things you need to know about the Continuation       
Guarantee Account. One is the Continuation Guarantee Enhancement. The other is  
the Continuation Guarantee Account Threshold Value. These discussions should    
help in your understanding further details about the mechanics of the           
Continuation Guarantee Account.                                                 

Continuation Guarantee Enhancement. This feature provides the Policy owner
with the opportunity to receive a reduction in the Continuation Guarantee cost  
of insurance charges (CG COI Charges). The CG COI Charges will be reduced by    
the CG Premium Expense Charge Percentage (this value is found in the Policy's   
Rider Schedule). This reduction is called the Continuation Guarantee            
Enhancement. During the first two Policy years, the CG COI Charges are          
automatically reduced by the applicable Continuation Guarantee Premium Expense  
Charge Percentage each Policy year. Beginning with the second Policy            
anniversary, and on each Policy anniversary thereafter, the Policy will be      
eligible for the Continuation Guarantee Enhancement if the sum of premiums paid 
for the twenty-four Policy months immediately preceding the Policy anniversary  
equals or exceeds a threshold premium level. The threshold premium level is     
found in the Policy's Rider Schedule. If the requirements of the Continuation   
Guarantee Enhancement are met, the reduction referred to above will be in       
effect for the entire upcoming Policy year.                                     

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 For example, for the representative person we are discussing, a 38 year old
male, his Policy has just reached its second Policy anniversary. Let's assume   
he paid $2,585 annually at the beginning of Policy year one and again at the    
beginning of Policy year two. The sum of the premiums paid for the prior        
twenty-four months then would be $2,585 + $2,585, which equals $5,170. The      
requirement to qualify for the Continuation Guarantee Enhancement is $2,584.    
The value is also shown in the Rider Schedule. Since the premiums paid exceed   
the requirement, the Policy qualifies for the Enhancement for each month of the 
third Policy year.                                                              

To follow this example further, in the first Policy month of the third Policy   
year:                                                                           

The CG COI Charge = $126.10                                                     
The CG Premium Expense Charge Percentage = 55%                                  
The CG COI Charge after the Continuation Guarantee Enhancement                  
= $126.10 * (1 - .55)                                                           
= $126.10 * (.45) = $56.74                                                      

The reduced CG COI Charge is a factor helping to keep the Continuation    
Guarantee in force. The next section discusses another important factor.        

Continuation Guarantee Account Threshold Value. This value is used to     
determine what interest rate is credited to your Policy's Continuation          
Guarantee Account value each month. For Continuation Guarantee Account values   
equal to or less than the Continuation Guarantee Account Threshold Value, the   
CG Interest Rate applies. For Continuation Guarantee Account values in excess   
of the Continuation Guarantee Account Threshold Value, the CG Excess Interest   
Rate applies.                                                                   

 For example, at the beginning of Policy year three, the same representative
person, a 38 year old male, has paid a premium of $2,585. His Continuation      
Guarantee Account value prior to crediting interest at the end of the first     
month (which has 30 days) of the third Policy year is $2,194.10. The            
Continuation Guarantee Account Threshold Value at this time is $2,192.90. The   
first $2,192.90 receives interest crediting at the CG Interest Rate of 0.01597% 
daily (6.00% annually). The amount in excess of the Continuation Guarantee      
Account Threshold Value of $2,194.10 - $2,192.90 equals $1.20. That $1.20       
receives interest crediting at the CG Excess Interest Rate of 0.01597% daily    
(6.00% annually). Note, in this case the rates are the same because we have set 
both interest rates at the same level. These rates can vary. We reserve the     
right to change either or both of these rates going forward for new Policy      
owners.                                                                         

  Continuing with this example, the first $2,192.90 receives credited interest
of $10.67 based on the CG Interest Rate. The excess of $1.20 will receive       
credited interest of $0.01 based on the CG Excess Interest Rate. The total      
interest credited to the Continuation Guarantee Account value is $10.67 + $0.01 
= $10.68 for the first month of Policy year three.                              

  Pulling it all together, here's how the Continuation Guarantee Account value
works for the first Policy month after the second Policy anniversary.           

Policy Information:                                                             
Insured: Male, Age 38, preferred nontobacco                                     
Specified Amount = $360,000                                                     
Continuation Guarantee Account value at the second Policy anniversary =         
$1,087.59                                                                       

Premium applied to Continuation Guarantee Account value at the beginning of     
Policy year three = $2,585                                                      

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Charges and Loads:                                                              

CG Premium Expense Charge Percentage = 55%                                
 CG COI Charge, adjusted for the Continuation Guarantee Enhancement = $56.74

Interest Credited to the CG Account Value in the first Policy month = $10.68    

Continuation Guarantee Account Value end of the first month                     
= Continuation Guarantee Account Value beginning of first month +               
Premium - CG Premium Expense Charge - CG COI Charge + CG interest credited      

= $1087.59 + $2,585.00 - ($2,585 * 55%) - $56.74 + $10.68                       

= $1087.59 + $2,585.00 - $1421.75 - $56.74 + $10.68                             

= $2,194.10 + $10.68 = $2,204.78                                                

Example of the Continuation Guarantee benefit preserving the Policy from  
lapsing. Let's take another look at the representative person (a 38 year male), 
whose Policy we've examined to observe how his Continuation Guarantee Account   
value is determined, and to learn if the Continuation Guarantee Account is      
positive, which means the Continuation Guarantee benefit is in force. Let's     
see, through taking a look at a couple of scenarios, if the Account can         
actually be of any value to the representative person.                          

To see the value, if any, of the Continuation Guarantee Account in our    
example, we need to take a look at the annual premium, the Policy's             
accumulation value at the end of the Policy year examined, the cash value at    
the end of the same Policy year, and the death benefit at the end of the same   
Policy year. We also have to assume that the cash value (the value used to      
actually pay Policy charges and expenses, but not to credit or charge the       
Continuation Guarantee Account) has been credited with three different rates of 
return over the life of the Policy: 6% per annum, 3% per annum, and 0% per      
annum. Keep in mind that cash value increases can come from investment          
performance and from additional premiums.                                       

 Here are three charts of values at 6%, 3% and 0% rates of return per annum,
for the representative person, at the end of Policy years 1, 15, 30, 40, 41,    
44, 50, 53 and 67. The Owner reaches age 105 in the 67th Policy year.           

AT 6% PER ANNUM 

                                                                [Download Table]

                               END OF YEAR                            END OF YEAR
END OF POLICY          ANNUAL  ACCUMULATION END OF YEAR  END OF YEAR  CG ACCOUNT 
YEAR                   PREMIUM    VALUE     CASH VALUE  DEATH BENEFIT    VALUE   
-------------          ------- ------------ ----------- ------------- -----------
                                                                                 
1..................... $2,585   $      913       - 0 -   $  360,000    $    527  
15.................... $2,585   $   37,129  $   37,129   $  360,000    $ 12,466  
30.................... $2,585   $  128,785  $  128,785   $  360,000    $ 54,650  
40.................... $2,585   $  242,969  $  242,969   $  360,000    $114,669  
41.................... $2,585   $  258,304  $  258,304   $  360,000    $122,333  
44.................... $2,585   $  311,153  $  311,153   $  360,000    $147,266  
50.................... $2,585   $  456,823  $  456,823   $  479,664    $212,205  
53.................... $2,585   $  549,265  $  549,265   $  576,729    $239,537  
67.................... $2,585   $1,309,442  $1,309,442   $1,309,442    $  2,745  

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AT 3% PER ANNUM 

                                                                [Download Table]

                               END OF YEAR                            END OF YEAR
END OF POLICY          ANNUAL  ACCUMULATION END OF YEAR  END OF YEAR  CG ACCOUNT 
YEAR                   PREMIUM    VALUE     CASH VALUE  DEATH BENEFIT    VALUE   
-------------          ------- ------------ ----------- ------------- -----------
                                                                                 
1..................... $2,585    $   868        - 0 -     $360,000     $    527  
15.................... $2,585    $29,736      $29,736     $360,000     $ 12,466  
30.................... $2,585    $74,435      $74,435     $360,000     $ 54,650  
40.................... $2,585    $96,299      $96,299     $360,000     $114,660  
41.................... $2,585    $96,703      $96,703     $360,000     $122,333  
44.................... $2,585    $94,040      $94,040     $360,000     $147,266  
50.................... $2,585    $60,699      $60,699     $360,000     $212,205  
53.................... $2,585    $ 9,650      $ 9,650     $360,000     $239,537  
67.................... $2,585      - 0 -        - 0 -     $360,000     $  2,745  

AT 0% PER ANNUM 

                                                                [Download Table]

                               END OF YEAR                            END OF YEAR
END OF POLICY          ANNUAL  ACCUMULATION END OF YEAR  END OF YEAR  CG ACCOUNT 
YEAR                   PREMIUM    VALUE     CASH VALUE  DEATH BENEFIT    VALUE   
-------------          ------- ------------ ----------- ------------- -----------
                                                                                 
1..................... $2,585    $   823         -0 -     $360,000     $    527  
15.................... $2,585    $24,005      $24,005     $360,000     $ 12,466  
30.................... $2,585    $43,995      $43,995     $360,000     $ 54,650  
40.................... $2,585    $33,929      $33,929     $360,000     $114,669  
41.................... $2,585    $27,597      $27,597     $360,000     $121,022  
44....................  - 0 -    $ 2,718      $ 2,718     $360,000     $120,454  
50....................  - 0 -      - 0 -        - 0 -       LAPSED     $(36,032) 
53....................    N/A        N/A          N/A          N/A          N/A  
67....................    N/A        N/A          N/A          N/A          N/A  

We need a few assumptions to make these charts of any value:                    

.  The crediting rate (6%, 3%, or 0%) is the same for each Policy year; 

.  The Owner never makes any material changes to the original coverage; 

   .  The Owner pays premiums at a level the sales illustration projected on a
     current basis, which would extend the Policy to maturity at the insured
person's age 105;                                                 

.  With 0% credited rate, the owner nevertheless decides to stop paying 
premiums after 40 years; and                                      

.  All premium payments are in full and paid as scheduled. The monthly  
guarantee premium requirement is met each time a premium is paid. 

The Policy values charts now tell us that:                                      

  .  At 6%, the owner had no need for the Continuation Guarantee benefit, as
      he maintained a strong accumulation value and cash value, more than able
    to meet the monthly charges. The monthly guarantee premium requirement
   was always met. The Continuation Guarantee benefit was also activated
    for all years because there is a positive Account value for all years.
     When the Policy matures at the Owner's age 105, the Policy's cash value
   is $1,309,442 and the Continuation Guarantee Account value is $2,745.

.  At 3%, the Owner pays annual premiums of $2,745, and the monthly     
guarantee premium requirement was always met. However the Policy's
performance, beginning in the 53rd Policy year, finally provides  
insufficient accumulation value and cash value to cover the Policy
    charges. The Continuation Guarantee Account value for that Policy year
  is $239,537, which provides enough Account value to cover all of the
   Continuation Guarantee Account charges until the maturity date of the
Policy in its 67th Policy year, when the Owner is age 105.        

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 .  At 0%, recall that the Owner decides to stop paying premiums beginning
      with Policy year 41. The Owner intended to pay annual premiums of $2,585
      until age 105 but stopped paying at age 79. The Owner had always met the
monthly guarantee premium requirement. In Policy year 41 the      
      Continuation Guarantee Account value is $121,022. The accumulation value
and cash value of $27,597 in that same Policy year is more than   
sufficient to keep the Policy in force for a while, but only until
  Policy year 44. In Policy year 44 the Continuation Guarantee Account
      value is $120,454, more than enough in this case to cover the charges to
the Continuation Guarantee Account. So the Continuation Guarantee 
    benefit is available to keep the Policy in force until Policy year 50,
      when the Continuation Guarantee Account value is negative and the Policy
lapses.                                                           

This example is hypothetical, because its assumptions are not going to occur in 
real time. However, it does show that there are potential scenarios where the   
Continuation Guarantee benefit is of no use, it allows a Policy to remain in    
force longer when premium payments stop, and sometimes it provides exactly the  
benefit needed to allow the Policy to mature.                                   

Additional potential adjustments to the Continuation Guarantee Account    
value. We make the following additional adjustments to the Continuation         
Guarantee Account value. These charges apply depending on choices the Policy    
owner makes after the Policy is issued.                                         

 .  An amount equal to the guaranteed monthly charges for any other riders
   you have selected will be deducted (which may differ from the current
monthly charges you actually pay as a part of the Policy's monthly
charge).                                                          

.  An amount equal to any partial surrenders will be deducted.          

.  An amount equal to any surrender charges due to any decrease in the  
Policy's specified amount will be deducted.                       

.  An amount equal to the gross amount of Policy loans will be deducted 
from the value. Loan repayments will be added to the value.       

We have a procedure regarding premium we receive later than its due date. 
When we determine the Continuation Guarantee Account value we credit any        
premium we receive later than its due date as if the premium had been received  
on the due date, provided we receive the premium within a 28-day window         
following the due date. Any premium received in the 28-day window will be       
allocated upon actual receipt to the investment options you have chosen. No     
investment gains or losses are credited to the time between the due date and    
actual receipt of the premium.                                                  

We also have a procedure for the receipt of cash surrender value from     
another insurance company. If the source of any premium applied to the          
Continuation Guarantee Account is cash surrender value from a policy issued by  
another company (a rollover that qualifies under Section 1035 of the Code), it  
will be applied as if it were received on your Policy's date of issue.          

Investment requirements - If you elect the lapse protection benefit rider,
you must allocate a minimum 25% of your total accumulation value, less Policy   
loans, to the Dynamic Allocation Fund.                                          

In addition, the investment options listed below are designated as        
restricted investment options. This means that we will limit the total amount   
of your accumulation value, less Policy loans, that may be invested in the      
restricted investment options of your Policy to 30% of your accumulation value. 

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If you elect the lapse protection benefit rider, we will automatically    
enroll you in our automatic rebalancing program with quarterly rebalancing. If  
rebalancing instructions are not provided, we will align your rebalancing       
allocations with your premium allocation instructions. Under automatic          
rebalancing, your accumulation value is automatically reallocated to the        
investment options in percentages that correspond to your then current and      
compliant premium allocation designation. We require quarterly rebalancing      
because market performance and transfer and withdrawal activity may result in   
your Policy's allocations going outside the investment requirements. Quarterly  
rebalancing will ensure that your allocation will continue to comply with the   
investment requirements for the Dynamic Allocation Fund and the restricted      
investment options.                                                             

Automatic transfers and/or systematic withdrawals will not result in      
rebalancing before the next automatic quarterly rebalancing occurs. 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 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,  
by contacting our Administrative Center. See "Automatic rebalancing" on page 36.

You may choose to rebalance more frequently than quarterly, provided we   
offer more frequent rebalancing.                                                

The restricted investment options are:                                    

.  American Funds IS Global Growth Fund/SM/ - Class 2                   

.  American Funds IS International Fund/SM/ - Class 2                   

.  Franklin Templeton Franklin Small Cap Value VIP Fund - Class 2       

.  Invesco V.I. Global Real Estate Fund - Series I Shares               

.  Invesco V.I. International Growth Fund - Series I Shares             

.  MFS(R) New Discovery Series - Initial Class                          

.  Oppenheimer Global Fund/VA - Non-Service Shares                      

 .  PIMCO CommodityRealReturn(R) Strategy Portfolio - Administrative Class

.  VALIC Co. I Emerging Economies Fund                                  

.  VALIC Co. I Foreign Value Fund                                       

.  VALIC Co. I International Equities Index Fund                        

.  VALIC Co. I Science & Technology Fund                                

.  VALIC Co. I Small Cap Index Fund                                     

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Here is an example that shows how the investment requirements work for the
restricted investment options:                                                  

Let's say your total accumulation value is $1,000 and you have an         
outstanding loan of $300.                                                       

We will limit the total amount of accumulation value less Policy loans    
($1,000 minus $300 = $700) that may be invested in restricted investment        
options to 30% of your total accumulation value less Policy loans, which is     
$210 (30% of $700 = $210). If, because of performance, the total amount         
invested in restricted investment options increases to greater than 30% of your 
total accumulation value less Policy loans (greater than $210), you will not be 
in compliance with the 30% requirement. However your rights under this rider    
are unaffected even though you are not in compliance. In addition you will be   
brought into compliance through "automatic rebalancing" as explained in the     
rest of this section.                                                           

 Before you elect the lapse protection benefit rider, you and your financial
adviser should carefully consider whether the investment requirements           
associated with the lapse protection benefit rider meet your investment         
objectives and risk tolerance.                                                  

The investment option restrictions may reduce the need to rely on the     
guarantees provided by the lapse protection benefit rider because they allocate 
your accumulation value across asset classes and potentially limit exposure to  
market volatility. As a result, you may have better, or worse, returns under    
your investment option choices by allocating your accumulation value more       
aggressively.                                                                   

We reserve the right to change the investment option restrictions at any  
time for Policies we issue in the future. We may also revise the investment     
option restrictions for any existing Policies to the extent that investment     
options are added, deleted, substituted, merged or otherwise reorganized. We    
will promptly notify you of any changes to the investment option restrictions   
due to deletions, substitutions, mergers or reorganizations of the investment   
options.                                                                        

Reinstatement. If your Policy lapses, this rider will also lapse. We will 
reinstate this rider by written request if your Policy is reinstated at the     
same time. The reinstated rider will be in force from the same date that the    
Policy is reinstated.                                                           

Termination. This rider will terminate if:                                

.  you elect to terminate this rider;                                   

.  the Policy terminates or matures;                                    

.  automatic rebalancing has been discontinued, except when discontinued
 while there is a 100% allocation of accumulation value to the Fixed
    Account or to an investment option that is not a restricted investment
option as identified above; or                                    

   .  you change your automatic rebalancing percentages to allow for less than
    the required minimum percentage of accumulation value allocated to the
   Dynamic Allocation Fund, or for more than the permitted percentage of
    the policy's total accumulation value less Policy loans to be invested
in restricted investment options.                                 

We reserve the right to modify, suspend or terminate the lapse protection 
benefit rider at any time for prospectively issued Policies.                    

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Accelerated Access Solution. The Accelerated Access Solution/sm/, also    
referred to as the Chronic Illness Accelerated Death Benefit Rider, provides    
you with accelerated benefits if the insured person becomes chronically ill as  
defined in the rider and all eligibility requirements under the rider are met.  
Only the insured person under your Policy is covered by this rider. Accelerated 
benefits are paid to you or your estate prior to the death of the insured       
person. You may choose monthly benefit payments or a lump sum payment option.   
Your accelerated benefit payments may be used for any purpose; however, this    
rider does not specifically provide long-term care insurance, nursing care      
insurance or home care insurance. Subject to its availability, you must also    
elect the Terminal Illness Rider in order to elect this rider. No accelerated   
benefit will be payable on the basis of any other rider attached to your        
Policy. You must elect this rider at the time you apply for the Policy. There   
is a separate charge for each rider. The charge for the Accelerated Access      
Solution currently is $0.09 for each $1000 of rider net amount at risk for a    
38 year old male who is in good health and does not use tobacco products. You   
may later elect to terminate this rider. If you do so, the charge will cease.   

The rider's effect on the Policy's death benefit. A significant amount of 
information about this rider is included in this section. Keep in mind as you   
review the section that the rider affects the Policy's death benefit in an      
important way:                                                                  

  .  The Policy's death benefit is reduced by the benefit amounts paid under
this rider; and                                                   

.  the remaining death benefit is paid to beneficiaries income tax-free 
under current tax law.                                            

Definition of chronically ill. The term "chronically ill" means that the  
insured person has been certified or re-certified by a licensed health care     
practitioner within the preceding 12-month period as being permanently unable   
to perform, without substantial assistance from another person, at least two    
Activities of Daily Living for a period equal to or greater than the            
Elimination Period due to a loss of functional capacity; or requiring           
substantial supervision to protect the insured person from threats to health    
and safety due to permanent Severe Cognitive Impairment.                        

Activities of Daily Living, as defined by the rider, are:                 

 .  Bathing: Washing oneself by sponge bath, or in either a tub or shower,
including the task of getting into or out of the tub or shower.   

.  Continence: The ability to maintain control of bowel and bladder     
functions; or, when unable to maintain control of bowel or bladder
functions, the ability to perform the associated personal hygiene 
(including caring for catheter or colostomy bag).                 

.  Dressing: Putting on and taking off all items of clothing and any    
necessary braces, fasteners or artificial limbs.                  

  .  Eating: Feeding oneself by getting food into the body from a receptacle
    (such as a plate, cup or table), or by feeding tube, or intravenously.

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   .  Toileting: Getting to and from the toilet, getting on and off the toilet
and performing associated personal hygiene.                       

.  Transferring: Moving into or out of a bed, chair, or wheelchair.     

Severe Cognitive Impairment means a loss or deterioration in intellectual 
capacity that is comparable to (and includes) Alzheimer's disease and similar   
forms of irreversible dementia. Severe Cognitive Impairment is measured by      
clinical evidence and standardized tests that reliably measure impairment in    
the insured person's short-term or long-term memory; orientation as to people,  
places or time; and deductive or abstract reasoning.                            

An insured person's chronic illness must be certified or re-certified by a
licensed health care practitioner. For the purposes of the rider, a licensed    
health care practitioner may not be an immediate family member of the insured   
person. A licensed health care practitioner is defined as a physician, a        
registered professional nurse, a licensed social worker, or any other           
individual who meets such requirements as may be prescribed by the Secretary of 
the Treasury of the United States.                                              

The Elimination Period is a period of consecutive days, as shown on the   
rider schedule page, which must expire before the insured person becomes        
eligible for accelerated benefit payments under the rider. Such period begins   
on the day we receive certification or re-certification that the insured person 
is chronically ill.                                                             

  Benefit period. The benefit period is defined as the initial 12-month period
commencing with the first monthly deduction day after we approve a request for  
an accelerated benefit and each subsequent 12-month period which begins on the  
first monthly deduction day following the end of the most recent benefit        
period. In order to receive accelerated benefit payments during a particular    
benefit period, we must receive certification or re-certification of the        
insured person's chronic illness for that benefit period, and the insured       
person must meet the eligibility requirements listed below. We must receive a   
certification for the initial benefit period, and a re-certification for each   
benefit period thereafter.                                                      

  Eligibility for Benefits. While your Policy and this rider are in force, you
will become eligible, each benefit period, for accelerated benefit payments     
during the life of the insured person when each of the following conditions is  
met:                                                                            

 .  We receive and approve your written request for an accelerated benefit
under this rider;                                                 

.  We receive and accept the certification or re-certification;         

.  We receive written consent from any irrevocable beneficiaries or     
assignee of record for accelerated benefits;                      

.  The Elimination Period, unless waived, has expired; and              

 .  The insured person is chronically ill at the time a benefit payment is
made.                                                             

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Lifetime maximum benefit. The lifetime maximum benefit payable under the  
rider is equal to:                                                              

.  The lesser of (a) and (b) where:                                     

 (a)Equals the lifetime maximum benefit percentage multiplied by the
        death benefit (excluding riders/endorsements) at the time all of the
conditions in the Eligibility for Benefits section are first
satisfied; and                                              

(b)Equals the lifetime dollar limitation;                         

.  Reduced by any outstanding lien against the Policy resulting from any
  other accelerated death benefit endorsement or rider attached to the
Policy.                                                           

The lifetime maximum benefit percentage and the lifetime dollar limitation
are shown on the rider schedule. The lifetime maximum benefit will be reduced   
by the amount of each monthly benefit, described below, when it is paid to you. 
The amount of each monthly benefit is calculated prior to any adjustment for    
Policy loan repayment or any discount under the lump sum option.                

  Monthly benefit. The monthly benefit is the amount paid each month beginning
on the first monthly deduction day following the date that the Insured becomes  
eligible for monthly benefits.                                                  

For each benefit period, you may, by written request to us, select your   
monthly benefit amount. Such amount must not be less than the minimum monthly   
benefit, shown on the rider schedule, or more than the maximum monthly benefit. 
If you do not select a monthly benefit amount, the monthly benefit will be the  
maximum monthly benefit. However, if the maximum monthly benefit amount would   
result in our paying you fewer than 12 monthly payments, we will calculate the  
monthly benefit amount for payments to be paid for 12 consecutive months.       

Maximum monthly benefit. The maximum monthly benefit you selected is shown
on the rider schedule. If you selected the monthly equivalent of the per diem   
limitations declared by the Internal Revenue Service, your maximum monthly      
benefit is the lesser of:                                                       

.  The monthly equivalent of the per diem limitations declared by the   
Internal Revenue Service at the time all of the conditions in the 
Eligibility for Benefits section above are first satisfied; and   

.  The monthly equivalent of the per diem limitations declared by the   
     Internal Revenue Service on the rider date of issue, increased annually
by the annual increase percentage shown on the rider schedule.    

If you selected a percentage of the lifetime maximum benefit, the maximum 
monthly benefit amount is the least of:                                         

.  The maximum monthly benefit percentage, shown on the rider schedule, 
multiplied by the lifetime maximum benefit at the time all of the 
conditions in the Eligibility for Benefits section above are first
satisfied; and                                                    

.  The monthly equivalent of the per diem limitations declared by the   
Internal Revenue Service at the time all of the conditions in the 
Eligibility for Benefits section above are first satisfied; and   

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.  The monthly equivalent of the per diem limitations declared by the   
     Internal Revenue Service on the rider date of issue, increased annually
by the annual increase percentage shown on the rider schedule.    

  Changes to the monthly benefit. You may change the monthly benefit amount by
written request to our Administrative Center at the beginning of each benefit   
period. Your written request to change the monthly benefit amount must be       
provided at least 90 days in advance of the beginning of the next benefit       
period. Any change in the monthly benefit cannot cause the monthly benefit to   
exceed the maximum monthly benefit. We will adjust the final monthly benefit    
payment so as not to exceed the lifetime maximum benefit.                       

 Lump sum option. For any benefit period, you may request a lump sum payment
option. To change from the lump sum option to monthly benefit payments, you     
must request the change in writing sent to our Administrative Center at least   
90 days in advance of the beginning of the next benefit period.                 

 The lump sum will equal the sum of the present value of the monthly benefit
(before any adjustment for loans) payable each month during the benefit period. 
The maximum interest rate we use to calculate the present value will not exceed 
the greater of:                                                                 

.  The current yield on 90-day U.S. Treasury Bills; and                 

.  The current maximum statutory adjustable policy loan interest rate.  

Transfer of accumulation value prior to payment of an accelerated benefit.
Upon approval of your request for an accelerated benefit, we will transfer the  
value of each of the variable investment options to the Fixed Account. Such     
transfer of your interest in a variable investment option prior to payment of   
an accelerated benefit will not be subject to a transfer fee and it will not    
impact your number of available free transfers. While you are receiving         
accelerated benefit payments, all premium payments will be allocated to the     
Fixed Account and transfers out of the Fixed Account will not be allowed.       

Waiver of monthly deduction. The Policy's monthly deductions and the      
Continuation Guarantee Account's monthly deductions, if any, will be waived     
beginning on the date monthly benefits begin under this rider and will continue 
while the conditions for Eligibility for Benefits are met.                      

Claims. Requests for payment of benefits under the rider must be submitted
to us in writing at our Administrative Center. Upon receipt of the request, we  
will mail a claim form to you within 15 working days. If the claim form is not  
sent within this 15-day period, and you provide proof that the insured person   
is chronically ill in a format other than our claim form, you will be deemed to 
have complied with the claim requirement. Such proof must include, but is not   
limited to, a certification or re-certification statement signed by a licensed  
health care practitioner certifying that the insured person is chronically ill. 
We will pay benefits immediately upon receipt of due written proof of           
eligibility.                                                                    

Impact of changes in the specified amount. If the specified amount of the 
Policy is increased under the terms of the Policy, the lifetime maximum benefit 
may also be increased, subject to the lifetime dollar limitation. We will       
require an application and evidence of insurability satisfactory to us for any  
increase in the lifetime maximum benefit. An increase will be effective on the  
monthly deduction day on or next following the date the application for         
increase is approved by us.                                                     

If the specified amount of the Policy is reduced, the lifetime maximum    
benefit may be reduced. No increases in specified amount are permitted during   
any benefit period.                                                             

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Impact on Policy. Each monthly benefit payment will reduce certain policy 
components by a proportional amount. This proportion will equal the monthly     
benefit payment, before reduction for repayment of Policy loans, divided by the 
death benefit immediately before the payment. The components that will be       
reduced by this provision are the accumulation value and the specified amount;  
and, as applicable, surrender charges, Continuation Guarantee Account value,    
monthly guarantee premium, and Policy loan amount.                              

An amount equal to the reduction in policy loan value will be applied as a
loan repayment, and thus will reduce the accelerated benefit payments. If death 
benefit Option 2 is in effect, the death benefit Option will be changed in      
death benefit Option 1 prior to the first accelerated benefit payment. This     
means that the death benefit will automatically be equal to the specified       
amount as of the date of death. No further death benefit Option changes are     
permitted during any benefit period.                                            

 Effects of Accelerated Benefit Payments. You should consider that receiving
or having the contractual right to receive any accelerated benefit payment may  
affect your eligibility for Medicaid, Supplemental Security Income (SSI), or    
other government benefits or entitlements. You should contact the Medicaid Unit 
of Your local Department of Public Welfare and the Social Security              
Administration for more information. If you initiate an accelerated benefit     
claim during the contestability period of the Policy to which this rider is     
attached or the contestability period of a reinstatement of the Policy, the     
entire Policy may be rescinded if any material misrepresentation of any         
information was made on the insurance application for the Policy or on an       
applicable reinstatement application. Similarly, if you initiate an accelerated 
benefit claim during the contestability period of an increase in the specified  
amount, that increase may be rescinded if any material misrepresentation of any 
information was made on the insurance application for the increase in specified 
amount.                                                                         

Rider Cost of Insurance. The monthly cost of insurance for this rider will
be added to the monthly deduction for the Policy. The maximum rider cost of     
insurance rates per $1000 of rider amount at risk are shown on the rider        
schedule. We can use rider cost of insurance rates that are lower than the      
maximum rates. Any change in rates will apply to all riders in the same premium 
class as this rider.                                                            

 We calculate the cost of insurance for this rider on each monthly deduction
day. The rider cost of insurance is equal to:                                   

.  The applicable rider cost of insurance rate per unit; multiplied by  

.  The rider net amount at risk; divided by                             

.  1,000.                                                               

The rider net amount at risk under this provision is equal to the least of:     

   .  The lifetime maximum benefit percentage, multiplied by the death benefit
on the monthly deduction day; and                                 

   .  The remaining lifetime maximum benefit on the monthly deduction day; and

   .  The net amount at risk for the Policy to which this rider is attached on
the monthly deduction day.                                        

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 Cost of insurance for the continuation guarantee account for this rider. If
the Policy to which this rider is attached contains a continuation guarantee    
account, the rider cost of insurance for the continuation guarantee account is  
equal to:                                                                       

.  The applicable rider cost of insurance rate per unit; multiplied by  

.  The rider net amount at risk; divided by                             

.  1,000.                                                               

 The rider net amount at risk under this provision is equal to the least of:

   .  The lifetime maximum benefit percentage, multiplied by the death benefit
on the monthly deduction day; and                                 

   .  The remaining lifetime maximum benefit on the monthly deduction day; and

 .  The continuation guarantee account's net amount at risk for the Policy
to which this rider is attached on the monthly deduction day.     

Incontestability. We will not contest payment of any accelerated benefit  
after this rider has been in force during the insured person's lifetime for two 
(2) years from the rider date of issue. If the Policy to which this rider is    
attached lapses and is subsequently reinstated, this rider will not be          
contested after it has been in force during the insured person's lifetime for   
two (2) years following the date we approve our reinstatement application.      

 Reinstatement. If the Policy and this rider terminate at the same time, and
the Policy is reinstated, this rider will also be reinstated, subject to        
evidence of insurability provided to us. (See "Policy Lapse and Reinstatement"  
on page 73.)                                                                    

Limitations. The accelerated benefit will be subject to the following     
limitations:                                                                    

.  This benefit is not intended to allow third parties to cause you to  
involuntarily access the Policy proceeds payable to the named     
      Beneficiary. Therefore, the accelerated benefit will not be available if
you are required to request it for any third party, including any 
    creditor, government agency, trustee in bankruptcy or any other person
or as the result of a court order;                                

 .  If the insured person dies after a request for any accelerated benefit
has been submitted and before you receive an accelerated benefit  
      payment, such request will be voided and the Policy's death benefit will
be payable; and                                                   

  .  If the insured person dies before all accelerated benefit payments have
   been received, all remaining payments will be voided and the Policy's
    death benefit will be payable, subject to all other Policy provisions.

Termination. This rider will terminate upon the earliest of:              

.  The date the Policy terminates; or                                   

   .  Any date requested by you in writing, as long as such date is within the
  period during which a cost of insurance for the rider is payable; or

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.  The date we approve a written request from you under an accelerated  
   death benefit rider attached to the Policy to accelerate the Policy's
death benefit because of the insured person's terminal illness;   

.  The date the lifetime maximum benefit equals zero; or                

.  The date a partial surrender or a new policy loan is taken under the 
Policy during a benefit period.                                   

We will pay benefits under the rider after it has terminated if, while the
rider was in force, all conditions of the Eligibility of Benefits provision     
were met and the insured person was chronically ill.                            

TAX CONSEQUENCES OF ADDITIONAL RIDER BENEFITS                                   

Adding or deleting riders, or increasing or decreasing coverage under     
existing riders can have tax consequences. See "Tax Effects" starting on        
page 73. You should consult a qualified tax adviser.                            

POLICY TRANSACTIONS 

The following transactions may have different effects on the accumulation 
value, death benefit, specified amount or cost of insurance. You should         
consider the net effects before requesting a Policy transaction. See "Policy    
Features" on page 28. Certain transactions also include charges. For            
information regarding other charges, see "Charges Under the Policy" on page 68. 

WITHDRAWING POLICY INVESTMENTS                                                  

Full surrender. You may at any time surrender your Policy in full. If you 
do, we will pay you the accumulation value, less any Policy loans, plus any     
unearned loan interest, and less any surrender charge that then applies. We     
call this amount your "cash surrender value." Because of the surrender charge,  
it is unlikely that an AG Platinum Choice VUL Policy will have any cash         
surrender value during at least the first year.                                 

Partial surrender. You may, at any time after the first Policy year and   
before the Policy's maturity date, make a partial surrender of your Policy's    
cash surrender value. A partial surrender must be at least $500. We will        
automatically reduce your Policy's accumulation value by the amount of your     
withdrawal and any related charges. We do not allow partial surrenders that     
would reduce the death benefit below $100,000.                                  

If the Option 1 death benefit is then in effect, we also will reduce your 
Policy's specified amount by the amount of such withdrawal and charges, but not 
below $100,000. We will take any such reduction in specified amount in          
accordance with the description found under "Decrease in coverage" on page 38.  

You may choose the investment option or options from which money that you 
withdraw will be taken. Otherwise, we will allocate the partial surrender in    
the same proportions as then apply for deducting monthly charges under your     
Policy or, if that is not possible, in proportion to the amount of accumulation 
value you then have in each investment option.                                  

  We assess a $10 partial surrender processing fee for each partial surrender.

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 Option to convert to paid-up endowment insurance. If your Policy was issued
in Florida, you have the option to have the Policy endorsed as a                
non-participating non-variable paid-up endowment life insurance policy. Any     
riders you have elected terminate when you exercise this option. Here is the    
information you should know about this option:                                  

 .  we use your original Policy's cash surrender value as a single premium
for the new policy;                                               

  .  we use the insured person's age at the time you exercise this option to
  determine how much coverage you will receive (this amount is the new
death benefit);                                                   

.  you will owe no additional premiums while the new policy is in force;

 .  we will pay the amount of coverage to the beneficiary when the insured
person dies and the new policy will terminate; and                

   .  we will pay the amount of coverage to the owner if the insured person is
living at the new policy's maturity date and the new policy will  
terminate.                                                        

Policy loans. You may at any time borrow from us an amount up to your     
Policy's cash surrender value less three times the amount of the charges we     
assess against your accumulation value on your monthly deduction day. The       
minimum amount you can borrow is $500 or, if less, your Policy's cash surrender 
value less three times the amount of the charges we assess against your         
accumulation value on your monthly deduction day.                               

 We reserve the right at any time to limit the maximum loan amount to 90% of
your accumulation value less any applicable surrender charges. The 90% limit    
will apply to                                                                   

.  all policies regardless of the date of issue; and                    

.  any loans taken after the new limit is declared.                     

Any loans outstanding when the new limit is declared will be administered 
under the rules for loans that were in place at the time the loan was taken.    

  We remove from your investment options an amount equal to your loan and hold
that part of your accumulation value in the Fixed Account as collateral for the 
loan. We will credit your Policy with interest on this collateral amount on a   
monthly basis and at a guaranteed annual effective rate of 4.00% (rather than   
any amount you could otherwise earn in one of our investment options), and we   
will charge you interest on your loan at the end of each Policy year at a       
guaranteed annual effective rate of 4.75%. Loan interest accrues daily. Any     
amount not paid by its due date will automatically be added to the loan balance 
as an additional loan. Interest you pay on Policy loans will not, in most       
cases, be deductible on your tax returns.                                       

  You may choose which of your investment options the loan will be taken from.
If you do not so specify, we will allocate the loan in the same way that        
charges under your Policy are being allocated. If this is not possible, we will 
make the loan pro-rata from each investment option that you then are using.     

You may repay all or part (but not less than $100 unless it is the final  
payment) of your loan at any time before the death of the insured person while  
the Policy is in force. You must designate any loan repayment as such.          
Otherwise, we will treat it as a premium payment instead. Any loan repayments go

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first to repay all loans that were taken from the Fixed Account. We will invest 
any additional loan repayments you make in the investment options you request.  
In the absence of such a request we will invest the repayment in the same       
proportion as you then have selected for premium payments that we receive from  
you. Any unpaid loan (increased by any unearned loan interest we may have       
already charged) will be deducted from the proceeds we pay following the        
insured person's death.                                                         

 Preferred loan interest rate. We will charge a lower interest rate on loans
available after the first 10 Policy years. We call these "preferred loans." The 
maximum amount eligible for preferred loans for any year is:                    

.  10% of your Policy's accumulation value (which includes any loan     
collateral we are holding for your Policy loans) at the Policy    
anniversary; or                                                   

.  if less, your Policy's maximum remaining loan value at that Policy   
anniversary.                                                      

 We will always credit your preferred loan collateral amount at a guaranteed
annual effective rate of 4.00%. We intend to set the rate of interest you are   
paying to the same 4.00% rate we credit to your preferred loan collateral       
amount, resulting in a zero net cost (0.00%) of borrowing for that amount. We   
have full discretion to vary the rate we charge you, provided that the rate:    

.  will always be greater than or equal to the guaranteed preferred loan
collateral rate of 4.00%, and                                     

.  will never exceed an annual effective rate of 4.25%.                 

Maturity of your Policy. If the insured person is living on the "Maturity 
Date" shown on page 3 of your Policy, we will pay you the cash surrender value  
of the Policy, and the Policy will end. The maturity date can be no later than  
the Policy anniversary nearest the insured person's 121st birthday, unless you  
have elected to extend coverage to a later date you designate. See "Option to   
extend coverage," on page 63.                                                   

Option to extend coverage. You may elect to extend your original maturity 
date to a later date you designate. If you do so, and if the insured person is  
living on the maturity date, coverage will be continued until the date of death 
of the insured person.                                                          

  To elect this option, you must submit a written request on a form acceptable
to us, at least 30 days prior to the original maturity date. You will incur no  
charge for exercising this option.                                              

The option provides for a death benefit after your original maturity date 
equal to the death benefit in effect on the day prior to your original maturity 
date. If the death benefit is based fully, or in part, on the accumulation      
value, we will adjust the death benefit to reflect future changes in your       
accumulation value. The death benefit will never be less than the accumulation  
value. The death benefit will be reduced by any outstanding Policy loan amount. 
Here are the option's additional features:                                      

.  You may not revoke your exercising this option;                      

.  No riders attached to this Policy will be extended unless otherwise  
stated in the rider;                                              

.  No further charges will be assessed on the monthly deduction day;    

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.  You may not pay any new premiums;                                    

.  Interest on Policy loans will continue to accrue;                    

.  You may repay all or part of a loan at any time; and                 

.  Your accumulation value in the variable investment options will be   
transferred to the Fixed Account on your original maturity date.  

 Tax considerations. Please refer to "Federal Tax Considerations" on page 73
for information about the possible tax consequences to you when you receive any 
loan, surrender, maturity benefit or other funds from your Policy. A Policy     
loan may cause the Policy to lapse which may result in adverse tax consequences.

POLICY PAYMENTS 

PAYMENT OPTIONS                                                                 

  The beneficiary will receive the full death benefit proceeds from the Policy
as a single sum, unless the beneficiary elects another method of payment within 
60 days after we receive notification of the insured person's death. Likewise,  
the Policy owner will receive the full proceeds that become payable upon full   
surrender or the maturity date, unless the Policy owner elects another method   
of payment within 60 days after we receive notification of full surrender or    
the maturity date.                                                              

The payee can elect that all or part of such proceeds be applied to one or
more of the following PAYMENT OPTIONS. If the payee dies before all guaranteed  
payments are paid, the payee's heirs or estate will be paid the remaining       
payments.                                                                       

The payee can elect that all or part of such proceeds be applied to one or
more of the following payment Options:                                          

.  Option 1 - Equal monthly payments for a specified period of time.    

 .  Option 2 - Equal monthly payments of a selected amount of at least $60
  per year for each $1,000 of proceeds until all amounts are paid out.

.  Option 3 - Equal monthly payments for the payee's life, but with     
     payments guaranteed for a specified number of years. These payments are
based on annuity rates that are set forth in the Policy or, at the
payee's request, the annuity rates that we then are using.        

.  Option 4 - Proceeds left to accumulate at an interest rate of 1%     
compounded annually for any period up to 30 years. At the payee's 
request we will make payments to the payee monthly, quarterly,    
semiannually, or annually. The payee can also request a partial   
      withdrawal of any amount of $500 or more. There is no charge for partial
withdrawals.                                                      

Additional payment Options may also be available with our consent. We have
the right to reject any payment Option if the payee is a corporation or other   
entity. You can read more about each of these Options in the Policy and in the  
separate form of payment contract that we issue when any such Option takes      
effect.                                                                         

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Interest rates that we credit under each Option will be at least 1%.      

Change of payment Option. The owner may give us written instructions to   
change any payment Option previously elected at any time while the Policy is in 
force and before the start date of the payment Option.                          

 Tax impact. If a payment Option is chosen, you or your beneficiary may have
adverse tax consequences. You should consult with a qualified tax adviser       
before deciding whether to elect one or more payment Options.                   

THE BENEFICIARY                                                                 

 You name your beneficiary or beneficiaries when you apply for a Policy. The
beneficiary is entitled to the insurance benefits of the Policy. You may change 
the beneficiary during the lifetime of the insured person unless your previous  
designation of beneficiary provides otherwise. In this case the previous        
beneficiary must give us permission to change the beneficiary and then we will  
accept your instructions. A new beneficiary designation is effective as of the  
date you sign it, but will not affect any payments we may make before we        
receive it. If no beneficiary is living when the insured person dies, we will   
pay the insurance proceeds to the owner or the owner's estate.                  

ASSIGNMENT OF A POLICY                                                          

You may assign (transfer) your rights in a Policy to someone else as      
collateral for a loan or for some other reason. We will not be bound by an      
assignment unless it is received in writing. You must provide us with two       
copies of the assignment. We are not responsible for any payment we make or any 
action we take before we receive a complete notice of the assignment in good    
order. We are also not responsible for the validity of the assignment. An       
absolute assignment is a change of ownership. Because there may be unfavorable  
tax consequences, including recognition of taxable income and the loss of       
income tax-free treatment for any death benefit payable to the beneficiary, you 
should consult a qualified tax adviser before making an assignment.             

PAYMENT OF PROCEEDS                                                             

General. We generally will pay any death benefit, maturity benefit, cash  
surrender value or loan proceeds within seven days after we receive the last    
required form or request (and any other documents that may be required for      
payment of a death benefit). If we do not have information about the desired    
manner of payment within 60 days after the date we receive notification of the  
insured person's death, we will pay the proceeds as a single sum, normally      
within seven days thereafter.                                                   

Delay of Fixed Account proceeds. We have the right, however, to defer     
payment or transfers of amounts out of the Fixed Account for up to six months.  
If we delay more than 30 days in paying you such amounts, we will pay interest  
of at least 3% a year from the date we receive all items we require to make the 
payment.                                                                        

Delay for check clearance. We reserve the right to defer payment of that  
portion of your accumulation value that is attributable to a payment made by    
check for a reasonable period of time (not to exceed 15 days) to allow the      
check to clear the banking system.                                              

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Delay of Separate Account VL-R proceeds. We reserve the right to defer    
computation of values and payment of any death benefit, loan or other           
distribution that comes from that portion of your accumulation value that is    
allocated to Separate Account VL-R, if:                                         

.  the NYSE is closed other than weekend and holiday closings;          

.  trading on the NYSE is restricted;                                   

.  an emergency exists as determined by the SEC or other appropriate    
     regulatory authority, such that disposal of securities or determination
of the accumulation value is not reasonably practicable; or       

.  the SEC by order so permits for the protection of Policy owners.     

  Transfers and allocations of accumulation value among the investment options
may also be postponed under these circumstances. If we need to defer            
calculation of Separate Account VL-R values for any of the foregoing reasons,   
all delayed transactions will be processed at the next values that we do        
compute.                                                                        

  Delay to challenge coverage. We may challenge the validity of your insurance
Policy based on any material misstatements in your application or any           
application for a change in coverage. However,                                  

 .  We cannot challenge the Policy after it has been in effect, during the
   insured person's lifetime, for two years from the date the Policy was
    issued or restored after termination. (Some states may require that we
    measure this time in another way. Some states may also require that we
calculate the amount we are required to pay in another way.)      

.  We cannot challenge any Policy change that requires evidence of      
     insurability (such as an increase in specified amount) after the change
    has been in effect for two years during the insured person's lifetime.

 .  We cannot challenge an additional benefit rider that provides benefits
      if the insured person becomes totally disabled, after two years from the
    later of the Policy's date of issue or the date the additional benefit
rider becomes effective.                                          

  Delay required under applicable law. We may be required under applicable law
to block a request for transfer or payment, including a Policy loan request,    
under a Policy until we receive instructions from the appropriate regulator.    

ADDITIONAL RIGHTS THAT WE HAVE  

We have the right at any time to:                                         

 .  transfer the entire balance in an investment option in accordance with
     any transfer request you make that would reduce your accumulation value
for that option to below $500;                                    

.  transfer the entire balance in proportion to any other investment    
    options you then are using, if the accumulation value in an investment
option is below $500 for any other reason;                        

 .  end the automatic rebalancing feature if your accumulation value falls
below $5,000;                                                     

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   .  replace the underlying Fund that any investment option uses with another
fund, subject to SEC and other required regulatory approvals;     

  .  add, delete or limit investment options, combine two or more investment
      options, or withdraw assets relating to the Policies from one investment
 option and put them into another, subject to SEC and other required
regulatory approvals;                                             

.  operate Separate Account VL-R under the direction of a committee or  
discharge such a committee at any time;                           

   .  operate Separate Account VL-R, or one or more investment options, in any
other form the law allows, including a form that allows us to make
      direct investments. Separate Account VL-R may be charged an advisory fee
if its investments are made directly rather than through another  
    investment company. In that case, we may make any legal investments we
wish; or                                                          

 .  make other changes in the Policy that in our judgment are necessary or
appropriate to ensure that the Policy continues to qualify for tax
   treatment as life insurance, or that do not reduce any cash surrender
  value, death benefit, accumulation value, or other accrued rights or
benefits.                                                         

VARIATIONS IN POLICY OR INVESTMENT OPTION 
TERMS AND CONDITIONS  

We have the right to make some variations in the terms and conditions of a
Policy or its investment options. Any variations will be made only in           
accordance with uniform rules that we establish. We intend to comply with all   
applicable laws in making any changes and, if necessary, we will seek Policy    
owner approval and SEC and other regulatory approvals. Here are some of the     
potential variations:                                                           

Underwriting and premium classes. We may add or remove premium classes. We
currently have ten premium classes we use to decide how much the monthly        
insurance charges under any particular Policy will be:                          

.  Five Non-Tobacco classes: preferred plus, preferred, standard plus,  
standard and special;                                             

.  Three Tobacco classes: preferred, standard and special; and          

.  Two Juvenile classes: juvenile and special juvenile.                 

  Various factors such as the insured person's age, health history, occupation
and history of tobacco use, are used in considering the appropriate premium     
class for the insured. "Tobacco use" refers to not only smoking, but also the   
use of other products that contain nicotine. Tobacco use includes the use of    
nicotine patches and nicotine gum. Premium classes are described in your Policy.

  Policies purchased through "internal rollovers." We maintain published rules
that describe the procedures necessary to replace life insurance policies we    
have issued. Not all types of other insurance are eligible to be replaced with  
a Policy. Our published rules may be changed from time to time, but are evenly  
applied to all our customers.                                                   

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  State law requirements. AGL is subject to the insurance laws and regulations
in every jurisdiction in which the Policies are sold. As a result, various time 
periods and other terms and conditions described in this prospectus may vary    
depending on where you reside. These variations will be reflected in your       
Policy and related endorsements.                                                

Expenses or risks. AGL may vary the charges and other terms within the    
limits of the Policy where special circumstances result in sales,               
administrative or other expenses, mortality risks or other risks that are       
different from those normally associated with the Policy.                       

CHARGES UNDER THE POLICY  

Statutory premium tax charge. Unless your Policy was issued in Oregon,    
deduct from each premium a charge for the tax that is then applicable to us in  
your state or other jurisdiction. These taxes, if any, currently range in the   
United States from 0.5% to 3.5%. Please let us know if you move to another      
jurisdiction, so we can adjust this charge if required. You are not permitted   
to deduct the amount of these taxes on your income tax return. We use this      
charge to offset our obligation to pay premium tax on the Policies. You may     
contact our Administrative Center for information about premium tax rates in    
any state.                                                                      

 Tax charge back. If you are a resident of Oregon at the time you purchase a
Policy, there is no premium tax charge. Instead, we will deduct from each       
premium a tax charge back that is permissible under Oregon law. If you later    
move from Oregon to a state that has a premium tax, we will not charge you a    
premium tax. We deduct the tax charge back from each premium you pay,           
regardless of the state in which you reside at the time you pay the premium.    
The current tax charge back is 1.78% of each premium. We may change the tax     
charge back amount but any change will only apply to new Policies we issue. We  
use the charge partly to offset our obligation to pay premium taxes on the same 
Policy if you move to another state. We also use the charge to pay for the cost 
of additional administrative services we provide under these Policies.          

  Premium expense charge. After we deduct premium tax (or a tax charge back if
we issued your Policy in Oregon) from each premium payment, we will deduct a    
maximum of 10.0% from the remaining amount. The current premium expense charge  
is at a rate of 9.0%. After a Policy has been in effect for 5 years, we will    
reduce the current premium expense charge to a rate of 5.0%, and after 10       
years, to a current rate of 2.0%. The maximum rate is 10% for all Policy years. 
AGL receives this charge to cover sales expenses, including commissions.        

  Daily charge (mortality and expense risk fee). We will deduct a daily charge
at a maximum annual effective rate of 0.70% (7/10 of 1%) of your accumulation   
value that is then being invested in any of the variable investment options.    
The current daily charge is at an annual effective rate of 0.25%. After a       
Policy has been in effect for 10 years, we will reduce the daily charge to a    
maximum annual effective rate of 0.35%, and after 20 years, to a maximum annual 
effective rate of 0.15%. AGL receives this charge to pay for our mortality and  
expense risks. For a further discussion regarding these charges we will deduct  
from your investment in a Policy, see "More About Policy Charges" on page 71.   

 Fees and expenses and money market investment option. During periods of low
short-term interest rates, and in part due to Policy fees and expenses that are 
assessed as frequently as daily, the yield of the money market investment       
option may become extremely low and possibly negative. If the daily dividends   
paid by the underlying mutual fund for the money market investment option are   
less than the                                                                   

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Policy's fees and expenses, the money market investment option's unit value     
will decrease. In the case of negative yields, your accumulation value in the   
money market investment option will lose value.                                 

 Monthly administration fee. We will deduct $10 from your accumulation value
each month. We may lower this charge but it is guaranteed to never exceed $10.  
AGL receives this charge to pay for the cost of administrative services we      
provide under the Policies, such as regulatory mailings and responding to       
Policy owners' requests.                                                        

Monthly charge per $1,000 of specified amount. The Policies have a monthly
expense per $1,000 of specified amount which will be deducted during the first  
five Policy years and during the first five years following any increase in     
specified amount. This charge varies according to the age, gender and premium   
class of the insured person, as well as the amount of coverage. The dollar      
amount of this charge changes with each increase in your Policy's specified     
amount. (We discuss your specified amount under "Your specified amount of       
insurance" on page 30.) This charge can range from a maximum of $2.75 for each  
$1,000 of specified amount to a minimum of $0.14 for each $1,000 of specified   
amount. The representative charge (referred to as "Representative" in the       
Tables of Fees and Charges) is $0.25 for each $1,000 of specified amount. The   
initial amount of this charge is shown on page 3A of your Policy and is called  
"Monthly Expense Charge for the First Three Years." AGL receives this charge to 
pay for underwriting costs and other costs of issuing the Policies, and also to 
help pay for the administrative services we provide under the Policies.         

 Monthly insurance charge. Every month we will deduct from your accumulation
value a charge based on the cost of insurance rates applicable to your Policy   
on the date of the deduction and our "net amount at risk" on that date. Our net 
amount at risk is the difference between (a) the death benefit that would be    
payable before reduction by Policy loans if the insured person died on that     
date and (b) the then total accumulation value under the Policy. For otherwise  
identical Policies:                                                             

   .  greater amounts at risk result in a higher monthly insurance charge; and

   .  higher cost of insurance rates also result in a higher monthly insurance
charge.                                                           

 Keep in mind that investment performance of the investment options in which
you have accumulation value will affect the total amount of your accumulation   
value. Therefore your monthly insurance charge can be greater or less,          
depending on investment performance.                                            

 Our cost of insurance rates are guaranteed not to exceed those that will be
specified in your Policy. Our current rates are lower than the guaranteed       
maximum rates for insured persons in most age, gender and premium classes,      
although we have the right at any time to raise these rates to not more than    
the guaranteed maximum.                                                         

 In general the longer you own your Policy, the higher the cost of insurance
rate will be as the insured person grows older. Also our cost of insurance      
rates will generally be lower if the insured person is a female than if a male. 
Similarly, our current cost of insurance rates are generally lower for          
non-tobacco users (insured persons who do not use tobacco or other products     
that contain nicotine) than tobacco users, and for persons considered to be in  
excellent health. On the other hand, insured persons who present particular     
health, occupational or non-work related risks may require higher cost of       
insurance rates and other additional charges based on the specified amount of   
insurance coverage under their Policies.                                        

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Finally, our current cost of insurance rates for the same insured person  
differ depending on the specified amount in force on the day the charge is      
deducted. We have different rates we apply for specified amounts. The highest   
rates begin with the minimum specified amount. The rates decline on a graduated 
schedule as the specified amount increases. Your insurance representative can   
discuss the schedule with you. Our cost of insurance rates are generally higher 
under a Policy that has been in force for some period of time than they would   
be under an otherwise identical Policy purchased more recently on the same      
insured person.                                                                 

AGL receives this charge to fund the death benefits we pay under the      
Policies.                                                                       

Monthly charges for additional benefit riders. We will deduct charges     
monthly from your accumulation value, if you select additional benefit riders.  
In addition, the interest charge for the terminal illness rider benefit is      
assessed each Policy anniversary. The charges for any rider you select will     
vary by Policy within a range based on either the personal characteristics of   
the insured person or the specific coverage you choose under the rider. The     
riders we currently offer are accidental death benefit rider, children's        
insurance benefit rider, spouse term rider, terminal illness rider, waiver of   
monthly deduction rider, overloan protection rider, 20-year benefit rider,      
lapse protection benefit rider and Accelerated Access Solution. The riders are  
described beginning on page 40, under "Additional Optional Benefit Riders." The 
specific charges for any riders you choose are shown on page 3 of your Policy.  
AGL receives these charges to pay for the benefits under the riders and to help 
offset the risks we assume.                                                     

Surrender charge. The Policies have a surrender charge that applies for a 
maximum of the first 9 Policy years (and for a maximum of the first 9 Policy    
years after any increase in the Policy's specified amount).                     

The amount of the surrender charge depends on the sex, age, and premium   
class of the insured person, as well as the Policy year and specified amount.   
Your Policy's surrender charge will be found in the table beginning on page 28  
of the Policy. As shown in the Tables of Fees and Charges beginning on page 11  
the maximum surrender charge is $45 per $1,000 of the specified amount (or any  
increase in the specified amount portion of the specified amount). The minimum  
surrender charge is $2 per $1,000 of the specified amount (or any increase in   
the specified amount). The representative surrender charge (referred to as      
"Representative" in the Tables of Fees and Charges) is $23 per $1,000 of        
specified amount (or any increase in the specified amount).                     

The surrender charge decreases on an annual basis until, in the fifteenth 
Policy year (or the fifteenth year following an increase in specified amount),  
it is zero. These decreases are also based on the age and other insurance       
characteristics of the insured person.                                          

The following chart illustrates how the surrender charge declines over the
first 9 Policy years. The chart is for a 38 year old male, who is the same      
person to whom we refer in the Tables of Fees and Charges beginning on page 11  
under "Representative Charge." Surrender charges may differ for other insured   
persons because the amount of the annual reduction in the surrender charge may  
differ.                                                                         

SURRENDER CHARGE FOR A 38 YEAR OLD MALE 

                                                                [Download Table]
                                                                                
POLICY YEAR.............................   1   2   3   4   5   6   7  8   9   10
SURRENDER CHARGE PER $1,000                                                     
  OF SPECIFIED AMOUNT................... $19 $19 $19 $19 $18 $15 $11 $7  $3  $ 0

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We will deduct the entire amount of any then applicable surrender charge  
from the accumulation value at the time of a full surrender. Upon a requested   
decrease in a Policy's specified amount portion of the specified amount, we     
will deduct any remaining amount of the surrender charge that was associated    
with the specified amount that is canceled. This includes any decrease that     
results from any requested partial surrender. See "Partial surrender" on        
page 61 and "Change of death benefit option" on page 39.                        

For those Policies that lapse in the first 9 Policy years, AGL receives   
surrender charges to help recover sales expenses. Depending on the age and      
health risk of the insured person when the Policy is issued, more premium may   
be required to pay for all Policy charges. As a result, we use the insured      
person's age and sex to help determine the appropriate rate of surrender charge 
per $1,000 of specified amount to help us offset these higher sales charges.    

 Partial surrender processing fee. We will charge a maximum fee equal to the
lesser of 2% of the amount withdrawn or $25 for each partial surrender you      
make. This charge is currently $10. AGL receives this charge to help pay for    
the expense of making a partial surrender.                                      

Transfer fee. We will charge a $25 transfer fee for each transfer between 
investment options that exceeds 12 each Policy Year. This charge will be        
deducted from the investment options in the same ratio as the requested         
transfer. AGL receives this charge to help pay for the expense of making the    
requested transfer.                                                             

Illustrations. If you request illustrations more than once in any Policy  
year, we may charge a maximum fee of $25 for the illustration. AGL receives     
this charge to help pay for the expenses of providing additional illustrations. 

  Policy loans. We will charge you interest on any loan at an annual effective
rate of 4.75%. The loan interest charged on a preferred loan (available after   
the first 10 Policy years) will never exceed an annual effective rate of 4.25%. 
AGL receives these charges to help pay for the expenses of administering and    
providing for Policy loans. See "Policy loans" on page 62.                      

  Charge for taxes. We can adjust charges in the future on account of taxes we
incur or reserves we set aside for taxes in connection with the Policies. This  
would reduce the investment experience of your accumulation value. In no event  
will any adjusted charge exceed the maximum guaranteed charge shown in the      
Tables of Fees and Charges on pages 11 - 18. All maximum guaranteed charges     
also appear in your Policy.                                                     

For a further discussion regarding these charges we will deduct from your 
investment in a Policy, see "More About Policy Charges" on page 71.             

Allocation of charges. You may choose the investment options from which we
deduct all monthly charges and any applicable surrender charges. If you do not  
have enough accumulation value in those investment options, we will deduct      
these charges in the same ratio the charges bear to the unloaned accumulation   
value you then have in each investment option.                                  

MORE ABOUT POLICY CHARGES                                                       

 Purpose of our charges. The charges under the Policy are designed to cover,
in total, our direct and indirect costs of selling, administering and providing 
benefits under the Policy. They are also designed, in total, to compensate us   
for the risks we assume and services that we provide under the Policy. These    
include:                                                                        

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   .  mortality risks (such as the risk that insured persons will, on average,
   die before we expect, thereby increasing the amount of claims we must
pay);                                                             

.  sales risks (such as the risk that the number of Policies we sell and
  the premiums we receive net of withdrawals, are less than we expect,
thereby depriving us of expected economies of scale);             

  .  regulatory risks (such as the risk that tax or other regulations may be
     changed in ways adverse to issuers of variable universal life insurance
policies); and                                                    

.  expense risks (such as the risk that the costs of administrative     
 services that the Policy requires us to provide will exceed what we
currently project).                                               

 The current monthly insurance charge has been designed primarily to provide
funds out of which we can make payments of death benefits under the Policy as   
the insured person dies.                                                        

General. If the charges that we collect from the Policies exceed our total
costs in connection with the Policies, we will earn a profit. Otherwise we will 
incur a loss. We reserve the right to increase the charges to the maximum       
amounts on Policies issued in the future.                                       

Although the paragraphs above describe the primary purposes for which     
charges under the Policies have been designed, these purposes are subject to    
considerable change over the life of a Policy. We can retain or use the         
revenues from any charge for any purpose.                                       

ACCUMULATION VALUE  

Your accumulation value. From each premium payment you make, we deduct the
charges that we describe on page 68 under "Statutory premium tax charge" and    
"Premium expense charge." We invest the rest in one or more of the investment   
options listed in the chart on page 22 of this prospectus, as well as the Fixed 
Account. We call the amount that is at any time invested under your Policy      
(including any loan collateral we are holding for your Policy loans) your       
"accumulation value."                                                           

Your investment options. We invest the accumulation value that you have   
allocated to any variable investment option in shares of a corresponding Fund.  
Over time, your accumulation value in any such investment option will increase  
or decrease in accordance with the investment experience of the Fund. Your      
accumulation value will also be reduced by Fund charges and certain other       
charges that we deduct from your Policy. We describe these charges beginning on 
page 68 under "Charges Under the Policy."                                       

You can review other important information about the Funds that you can   
choose in the separate prospectuses for those Funds. You can request additional 
free copies of these prospectuses from your AGL representative or from the      
Administrative Center. See "Contact Information" on page 5.                     

 We invest any accumulation value you have allocated to the Fixed Account as
part of our general assets. We credit interest on that accumulation value at a  
rate which we declare from time to time. We guarantee that the interest will be 
credited at a rate no less than the annual effective rate shown on your Policy  
Schedule. Although this interest increases the amount of any accumulation value 
that you have in the Fixed Account, such accumulation value will also be        
reduced by any charges that are allocated to this option under the procedures   
described under "Allocation of charges" on page 71. The "daily charge"          

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described on page 68 and the fees and expenses of the Funds discussed on        
page 18 do not apply to the Fixed Account.                                      

 Policies are "non-participating." You will not be entitled to any dividends
from AGL.                                                                       

POLICY LAPSE AND REINSTATEMENT  

 During the first five Policy years if the accumulation value reduced by any
loan balance is insufficient to cover the charges due under the Policy, the     
Policy may lapse without any value payable to you. The Policy's first years are 
when the surrender charge is at its highest and there is a low likelihood of    
the accumulation value having increased significantly.                          

While the 20-year benefit rider (discussed on page 44) or the lapse       
protection benefit rider (discussed on page 46) is in force, your Policy will   
not enter a grace period or terminate. You must, however, pay the monthly       
guarantee premiums that apply to the rider you own. You cannot reinstate the    
20-year benefit rider; the lapse protection benefit rider may be reinstated     
after lapse. After these riders expire or terminate, if your Policy's cash      
surrender value (the Policy's accumulation value less Policy loans and unpaid   
loan interest and any surrender charge that then applies) falls to an amount    
insufficient to cover the monthly charges, you must pay additional premium in   
order to keep your Policy in force. We will notify you by letter that you have  
61 days from the due date of the premium to pay the necessary charges to avoid  
lapse of the Policy. You are not required to repay any outstanding Policy loan  
in order to reinstate your Policy. If the loan is not repaid, however, it will  
be reinstated with your Policy. If the insured person dies during the grace     
period we will pay the death benefit reduced by the charges that are owed at    
the time of death. The grace period begins with the first day of the Policy     
month for which all charges could not be paid. If we do not receive your        
payment by the end of the grace period, your Policy and all riders will end     
without value and all coverage under your Policy will cease. Although you can   
apply to have your Policy "reinstated," you must do this within five years (or, 
if earlier, before the Policy's maturity date), and you must present evidence   
that the insured person still meets our requirements for issuing coverage. You  
will find additional information in the Policy about the values and terms of    
the Policy after it is reinstated.                                              

FEDERAL TAX CONSIDERATIONS  

Generally, the death benefit paid under a Policy is not subject to income 
tax. Earnings on your accumulation value are not subject to income tax as long  
as we do not pay them out to you. If we do pay any amount of your Policy's      
accumulation value upon surrender, partial surrender, or maturity of your       
Policy, all or part of that distribution may be treated as a return of the      
premiums you paid, which is not subject to income tax.                          

 Amounts you receive as Policy loans are not taxable to you, unless you have
paid such a large amount of premiums that your Policy becomes what the tax law  
calls a "modified endowment contract." In that case, the loan will be taxed as  
if it were a partial surrender. Furthermore, loans, partial surrenders and      
other distributions from a modified endowment contract may require you to pay   
additional taxes and penalties that otherwise would not apply. If your Policy   
lapses, you may have to pay income tax on a portion of any outstanding loan.    

TAX EFFECTS                                                                     

Discussions regarding the tax treatment of any life insurance policy are  
intended for general purposes only and are not intended as tax advice, either   
general or individualized, nor should they be                                   

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interpreted to provide any predictions or guarantees of a particular tax        
treatment. This discussion generally is based on current federal income tax law 
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.                                  

This discussion assumes that the policy owner is a natural person who is a
U.S. citizen and resident. The consequences for corporate taxpayers,            
non-U.S. residents or non-U.S. citizens, may be different. The following        
discussion of federal income tax treatment is general in nature and is not      
intended as tax advice.                                                         

General. The Policy will be treated as "life insurance" for federal income
tax purposes (a) if it meets the definition of life insurance under             
Section 7702 of the Code and (b) for as long as the investments made by the     
underlying Funds satisfy certain investment diversification requirements under  
Section 817(h) of the Code. We believe that the Policy will meet these          
requirements at issue and that:                                                 

.  the death benefit received by the beneficiary under your Policy will 
generally not be subject to federal income tax; and               

   .  increases in your Policy's accumulation value as a result of interest or
    investment experience will not be subject to federal income tax unless
     and until there is a distribution from your Policy, such as a surrender
or a partial surrender.                                           

The federal income tax consequences of a distribution from your Policy can
be affected by whether your Policy is determined to be a modified endowment     
contract, as explained in the following discussion. In all cases, however, the  
character of all income that is described as taxable to the payee will be       
ordinary income (as opposed to capital gain).                                   

Testing for modified endowment contract status. The Code provides for a   
"SEVEN-PAY TEST." This test determines if your Policy will be a "modified       
endowment contract."                                                            

If, at any time during the first seven Policy years:                      

.  you have paid a cumulative amount of premiums;                       

.  the cumulative amount exceeds the premiums you would have paid by the
same time under a similar fixed-benefit life insurance policy; and

.  the fixed benefit policy was designed (based on certain assumptions  
mandated under the Code) to provide for paid-up future benefits   
 ("paid-up" means no future premium payments are required) after the
payment of seven level annual premiums;                           

then your Policy will be a modified endowment contract.                   

Whenever there is a "material change" under a policy, the policy will     
generally be (a) treated as a new contract for purposes of determining whether  
the policy is a modified endowment contract and (b) subjected to a new          
seven-pay period and a new seven-pay limit. The new seven-pay limit would be    
determined taking into account, under a prescribed formula, the accumulation    
value of the policy at the time of such change. A materially changed policy     
would be considered a modified endowment contract if                            

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it failed to satisfy the new seven-pay limit at any time during the new         
seven-pay period. A "material change" for these purposes could occur as a       
result of a change in death benefit option. A material change will occur as a   
result of an increase in your Policy's specified amount, and certain other      
changes.                                                                        

If your Policy's benefits are reduced during the first seven Policy years 
(or within seven years after a material change), the calculated seven-pay       
premium limit will be redetermined based on the reduced level of benefits and   
applied retroactively for purposes of the seven-pay test. (Such a reduction in  
benefits could include, for example, a decrease in the specified amount that    
you request or that results from a partial surrender). If the premiums          
previously paid are greater than the recalculated seven-payment premium level   
limit, the Policy will become a modified endowment contract.                    

We will monitor your Policy and attempt to notify you on a timely basis to
prevent additional premium payments from causing your Policy to become a        
modified endowment contract.                                                    

A life insurance policy that is received in a tax free exchange under     
Section 1035 of the Code for a modified endowment contract will also be         
considered a modified endowment contract.                                       

  Other effects of Policy changes. Changes made to your Policy (for example, a
decrease in specified amount that you request or that results from a partial    
surrender that you request) may also have other effects on your Policy. Such    
effects may include impacting the maximum amount of premiums that can be paid   
under your Policy, as well as the maximum amount of accumulation value that may 
be maintained under your Policy. Under Notice 2006-95 published by the Internal 
Revenue Service, certain policy changes, not expressly provided for in your     
Policy, may have adverse federal income tax effects. You should consult your    
own tax advisor on this issue.                                                  

Policy changes and extending coverage. We will not permit a change to your
Policy that would result in the Policy not meeting the definition of life       
insurance under Section 7702 of the Code. The 2001 Commissioner's Standard      
Ordinary mortality and morbidity tables ("2001 CSO Mortality Tables") provide a 
stated termination date of age 121. The "Option to extend coverage" described   
on page 63 allows you to continue your Policy beyond the insured person's age   
121. The tax consequences of extending the maturity date beyond the age 121     
termination date of the 2001 CSO Mortality Tables are unclear. You should       
consult your personal tax adviser about the effect of any change to your Policy 
as it relates to Section 7702 and the termination date of the Mortality Tables. 

Rider benefits. We believe that premium payments and any death benefits or
other benefits to be paid under any rider you may purchase under your Policy    
will not disqualify your Policy as life insurance for tax purposes. However,    
the tax law related to rider benefits is complex and some uncertainty exists.   
You should consult a qualified tax adviser regarding the impact of any rider    
you may purchase.                                                               

Tax treatment of minimum withdrawal benefit rider payments. You may have  
purchased a minimum withdrawal benefit rider that can provide payments to you.  
If applicable to you, generally, we will treat each rider benefit payment as    
withdrawal of cash value first. All payments or withdrawals after cash value    
has been reduced to zero, will be treated as taxable amounts. However, you      
should be aware that little guidance is available regarding the taxability of   
these benefits. You should consult a tax adviser.                               

Taxation of pre-death distributions if your Policy is not a modified      
endowment contract. As long as your Policy remains in force during the insured  
person's lifetime and not as a modified endowment contract, a Policy loan will  
be treated as indebtedness, and no part of the loan proceeds will be subject to 
current federal income tax. Interest on the Policy loan generally will not be   
tax deductible.                                                                 

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 After the first 15 Policy years, the proceeds from a partial surrender will
not be subject to federal income tax except to the extent such proceeds exceed  
your "BASIS" in your Policy. (Your basis generally will equal the premiums you  
have paid, less the amount of any previous distributions from your Policy that  
were not taxable.) During the first 15 Policy years, however, the proceeds from 
a partial surrender could be subject to federal income tax, under a complex     
formula, to the extent that your accumulation value exceeds your basis in your  
Policy.                                                                         

On the maturity date or upon full surrender, any excess in the amount of  
proceeds we pay (including amounts we use to discharge any Policy loan) over    
your basis in the Policy, will be subject to federal income tax. In addition,   
if a Policy ends after a grace period while there is a Policy loan, the         
cancellation of such loan and any accrued loan interest will be treated as a    
distribution and could be subject to federal income tax under the above rules.  
Finally, if you make an assignment of rights or benefits under your Policy you  
may be deemed to have received a distribution from your Policy, all or part of  
which may be taxable.                                                           

Taxation of pre-death distributions if your Policy is a modified endowment
contract. If your Policy is a modified endowment contract, any distribution     
from your Policy while the insured person is still living will be taxed on an   
"income-first" basis. Distributions:                                            

   .  include loans (including any increase in the loan amount to pay interest
   on an existing loan, or an assignment or pledge to secure a loan) and
partial surrenders;                                               

   .  will be considered taxable income to you to the extent your accumulation
value exceeds your basis in the Policy; and                       

 .  have their taxability determined by aggregating all modified endowment
  contracts issued by the same insurer (or its affiliates) to the same
 owner (excluding certain qualified plans) during any calendar year.

For modified endowment contracts, your basis:                             

.  is similar to the basis described above for other policies; and      

   .  will be increased by the amount of any prior loan under your Policy that
was considered taxable income to you.                             

A 10% penalty tax also will apply to the taxable portion of most          
distributions from a policy that is a modified endowment contract. The penalty  
tax will not, however, apply:                                                   

.  to taxpayers 59 1/2 years of age or older;                           

.  in the case of a disability (as defined in the Code); or             

.  to distributions received as part of a series of substantially equal 
periodic annuity payments for the life (or life expectancy) of the
      taxpayer or the joint lives (or joint life expectancies) of the taxpayer
and his or her beneficiary.                                       

If your Policy ends after a grace period while there is a Policy loan, the
cancellation of the loan will be treated as a distribution to the extent not    
previously treated as such and could be subject to tax,                         

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including the 10% penalty tax, as described above. In addition, on the maturity 
date or upon a full surrender, any excess of the proceeds we pay (including any 
amounts we use to discharge any Policy loan) over your basis in the Policy,     
will be subject to federal income tax and, unless one of the above exceptions   
applies, the 10% penalty tax.                                                   

  Distributions that occur during a Policy year in which your Policy becomes a
modified endowment contract, and during any subsequent Policy years, will be    
taxed as described in the two preceding paragraphs. In addition, distributions  
from a policy within two years before it becomes a modified endowment contract  
also will be subject to tax in this manner. This means that a distribution made 
from a policy that is not a modified endowment contract could later become      
taxable as a distribution from a modified endowment contract.                   

  Policy lapses and reinstatements. A Policy which has lapsed may have the tax
consequences described above, even though you may be able to reinstate that     
Policy. For tax purposes, some reinstatements may be treated as the purchase of 
a new insurance contract.                                                       

 Diversification and investor control. Under Section 817(h) of the Code, the
Treasury Department has issued regulations that implement investment            
diversification requirements. Our failure to comply with these regulations      
would disqualify your Policy as a life insurance policy under Section 7702 of   
the Code. If this were to occur, you would be subject to federal income tax on  
the income under the Policy for the period of the disqualification and for      
subsequent periods. Also, if the insured person died during such period of      
disqualification or subsequent periods, a portion of the death benefit proceeds 
would be taxable to the beneficiary. Separate Account VL-R, through the Funds,  
intends to comply with these requirements. Although we do not have direct       
control over the investments or activities of the Funds, we will enter into     
agreements with them requiring the Funds to comply with the diversification     
requirements of the Section 817(h) Treasury Regulations.                        

The Treasury Department has provided only limited guidance describing the 
circumstances in which the ability of a policy owner to direct his or her       
investment to particular Funds within Separate Account VL-R may cause the       
policy owner, rather than the insurance company, to be treated as the owner of  
the assets in the account. Due to the lack of specific guidance on investor     
control, there is some uncertainty about when a policy owner is considered the  
owner of the assets for tax purposes. If you were considered the owner of the   
assets of Separate Account VL-R, income and gains from the account would be     
included in your gross income for federal income tax purposes. Under current    
law, however, we believe that AGL, and not the owner of a Policy, would be      
considered the owner of the assets of Separate Account VL-R. However, we        
reserve the right to make changes that we deem necessary to insure that the     
Policy qualifies as a life insurance contract.                                  

 Estate and generation skipping taxes. If the insured person is the Policy's
owner, the death benefit under the Policy will generally be includable in the   
owner's estate for purposes of federal estate tax. If the owner is not the      
insured person, under certain conditions, only an amount approximately equal to 
the cash surrender value of the Policy would be includable. In addition, an     
unlimited marital deduction may be available for federal estate tax purposes.   

As a general rule, if a "transfer" is made to a person two or more        
generations younger than the Policy's owner, a generation skipping tax may be   
payable at rates similar to the maximum estate tax rate in effect at the time.  
The generation skipping tax provisions generally apply to "transfers" that      
would be subject to the gift and estate tax rules. For 2014, the federal        
estate, gift and generation skipping tax exemptions increased to $5,340,000     
($10,680,000 for married couples). You should consult with a                    

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qualified tax adviser for specific information, especially where benefits are   
passing to younger generations.                                                 

  The particular situation of each Policy owner, insured person or beneficiary
will determine how ownership or receipt of Policy proceeds will be treated for  
purposes of federal estate and generation skipping taxes, as well as state and  
local estate, inheritance and other taxes.                                      

Life insurance in split dollar arrangements. The IRS and Treasury have    
issued regulations on split dollar life insurance arrangements. In general, a   
split dollar insurance arrangement involves two parties agreeing to split the   
premium and/or benefits of a life insurance policy. These arrangements are      
often used as a type of employee compensation or for making gifts among family  
members. The regulations provide two mutually exclusive regimes for taxing      
split dollar life insurance arrangements: the "economic benefit" regime and the 
"loan" regime. The economic benefit regime, under which the non-owner of the    
policy is treated as receiving certain economic benefits from its owner,        
applies to endorsement arrangements and most non-equity split dollar life       
insurance arrangements. The loan regime applies to collateral assignment        
arrangements and other arrangements in which the non-owner could be treated as  
loaning amounts to the owner. These final regulations apply to any split dollar 
life insurance arrangement entered into after September 17, 2003. Additionally, 
these regulations apply to any split dollar life insurance arrangements entered 
into before September 17, 2003, if the arrangement is materially modified after 
September 17, 2003.                                                             

  In addition, it should be noted that split dollar arrangements characterized
as loans for tax purposes may be affected by the Corporate Responsibility Act   
of 2002 also referred to as the Sarbanes-Oxley Act of 2002 (the "Act"). The Act 
prohibits loans from companies publicly traded in the United States to their    
executives and officers. The status of split dollar arrangements under the Act  
is uncertain, in part because the SEC may view the tax treatment of such        
arrangements as instructive.                                                    

  Purchasers of life insurance policies are strongly advised to consult with a
qualified tax adviser to determine the tax treatment resulting from a split     
dollar arrangement.                                                             

  Pension and profit-sharing plans. If a life insurance policy is purchased by
a trust or other entity that forms part of a pension or profit-sharing plan     
qualified under Section 401(a) of the Code for the benefit of participants      
covered under the plan, the federal income tax treatment of such policies will  
be somewhat different from that described above.                                

The reasonable net premium cost for such amount of insurance that is      
purchased as part of a pension or profit-sharing plan is required to be         
included annually in the plan participant's gross income. This cost (generally  
referred to as the "P.S. 58" cost) is reported to the participant annually. If  
the plan participant dies while covered by the plan and the policy proceeds are 
paid to the participant's beneficiary, then the excess of the death benefit     
over the policy's accumulation value will not be subject to federal income tax. 
However, the policy's accumulation value will generally be taxable to the       
extent it exceeds the participant's cost basis in the policy. The participant's 
cost basis will generally include the costs of insurance previously reported as 
income to the participant. Special rules may apply if the participant had       
borrowed from the policy or was an owner-employee under the plan. The rules for 
determining "P.S. 58" costs are currently provided under Notice 2002-8, I.R.B.  
2002-1 CB 398.                                                                  

There are limits on the amounts of life insurance that may be purchased on
behalf of a participant in a pension or profit-sharing plan. Complex rules, in  
addition to those discussed above, apply whenever life insurance is purchased   
by a tax qualified plan. You should consult a qualified tax adviser.            

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 Other employee benefit programs. Complex rules may also apply when a policy
is held by an employer or a trust, or acquired by an employee, in connection    
with the provision of other employee benefits. These policy owners must         
consider whether the policy was applied for by or issued to a person having an  
insurable interest under applicable state law and with the insured person's     
consent. The lack of an insurable interest or consent may, among other things,  
affect the qualification of the policy as life insurance for federal income tax 
purposes and the right of the beneficiary to receive a death benefit.           

ERISA. Employers and employer-created trusts may be subject to reporting, 
disclosure and fiduciary obligations under the Employee Retirement Income       
Security Act of 1974, as amended. You should consult a qualified legal adviser. 

 Our taxes. We report the operations of Separate Account VL-R in our federal
income tax return, but we currently pay no income tax on Separate Account       
VL-R's investment income and capital gains, because these items are, for tax    
purposes, reflected in our variable universal life insurance policy reserves.   
We currently make no charge to any Separate Account VL-R division for taxes. We 
reserve the right to make a charge in the future for taxes incurred; for        
example, a charge to Separate Account VL-R for income taxes we incur that are   
allocable to the Policy.                                                        

We may have to pay state, local or other taxes in addition to applicable  
taxes based on premiums. At present, these taxes are not substantial. If they   
increase, we may make charges for such taxes when they are attributable to      
Separate Account VL-R or allocable to the Policy.                               

  Certain Funds in which your accumulation value is invested may elect to pass
through to AGL taxes withheld by foreign taxing jurisdictions on foreign source 
income. Such an election will result in additional taxable income and income    
tax to AGL. The amount of additional income tax, however, may be more than      
offset by credits for the foreign taxes withheld which are also passed through. 
These credits may provide a benefit to AGL.                                     

When we withhold income taxes. Generally, unless you provide us with an   
election to the contrary before we make the distribution, we are required to    
withhold income tax from any proceeds we distribute as part of a taxable        
transaction under your Policy. In some cases, where generation skipping taxes   
may apply, we may also be required to withhold for such taxes unless we are     
provided satisfactory written notification that no such taxes are due.          

In the case of non-resident aliens who own a Policy, the withholding rules
may be different. With respect to distributions from modified endowment         
contracts, non-resident aliens are generally subject to federal income tax      
withholding at a statutory rate of 30% of the distributed amount. In some       
cases, the non-resident alien may be subject to lower or even no withholding if 
the United States has entered into a tax treaty with his or her country of      
residence.                                                                      

Tax changes. The U.S. Congress frequently considers legislation that, if  
enacted, could change the tax treatment of life insurance policies. In          
addition, the Treasury Department may amend existing regulations, issue         
regulations on the qualification of life insurance and modified endowment       
contracts, or adopt new interpretations of existing law. State and local tax    
law or, if you are not a U.S. citizen and resident, foreign tax law, may also   
affect the tax consequences to you, the insured person or your beneficiary, and 
are subject to change. Any changes in federal, state, local or foreign tax law  
or interpretation could have a retroactive effect. We suggest you consult a     
qualified tax adviser.                                                          

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LEGAL PROCEEDINGS 

There are no pending legal proceedings affecting the Separate Account.    
Various lawsuits against AGL have arisen in the ordinary course of business. In 
addition, various federal, state and other regulatory agencies may from time to 
time review, examine or inquire into the operations, practices and procedures   
of AGL, such as through financial examinations, market conduct exams or         
regulatory inquiries.                                                           

  As of October 31, 2014 the Company believes it is not likely that contingent
liabilities arising from the above matters will have a material adverse effect  
on the financial condition of the Company.                                      

FINANCIAL STATEMENTS  

  The Financial Statements of AGL and the Separate Account can be found in the
SAI. You may obtain a free copy of these Financial Statements if you write us   
at our Administrative Center at American General Life Insurance Company, VUL    
Administration, P.O. Box 9318, Amarillo, Texas 79105-9318, or call us at        
1-800-340-2765.                                                                 

Rule 12h-7 disclosure. In reliance on the exemption provided by Rule 12h-7
of the Securities Exchange Act of 1934 ("'34 Act"), AGL does not intend to file 
periodic reports as required under the '34 Act.                                 

REGISTRATION STATEMENTS 

Registration statements under the Securities Act of 1933, as amended,     
related to the Policies 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, AGL and its general account, the variable investment options  
and the Policy, please refer to the registration statements and exhibits.       

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This index should help you to locate more information about some of the   
terms and phrases used in this prospectus.                                      

INDEX OF SPECIAL WORDS AND PHRASES  

                                                                [Download Table]

                                                                       PAGE TO  
                                                                     SEE IN THIS
DEFINED TERM                                                         PROSPECTUS 
------------                                                         -----------
                                                                                
accumulation value..................................................      8     
Administrative Center...............................................     19     
automatic rebalancing...............................................     36     
basis...............................................................     76     
beneficiary.........................................................     65     
cash surrender value................................................      1     
cash value..........................................................      6     
cash value accumulation test........................................     31     
close of business...................................................     28     
Code................................................................     30     
Contact Information.................................................      5     
cost of insurance rates.............................................     69     
daily charge........................................................     68     
date of issue.......................................................     29     
death benefit.......................................................      6     
dollar cost averaging...............................................     36     
Fixed Account.......................................................     27     
free look...........................................................     35     
full surrender......................................................      6     
Fund, Funds.........................................................      6     
good order..........................................................     29     
grace period........................................................      9     
guarantee period benefit............................................     30     
guideline premium test..............................................     31     
insured person......................................................      1     
investment options..................................................     72     
lapse...............................................................      9     
loan (also see "Policy loans" in this Index)........................      7     
loan interest.......................................................     71     
Maturity Date.......................................................     63     
modified endowment contract.........................................     74     
monthly deduction day...............................................     29     
monthly guarantee premium...........................................      9     
monthly insurance charge............................................     69     
net amount at risk..................................................     13     
Option 1 and Option 2...............................................      6     

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INDEX OF SPECIAL WORDS AND PHRASES  

                                                                [Download Table]

                                                                       PAGE TO  
                                                                     SEE IN THIS
DEFINED TERM                                                         PROSPECTUS 
------------                                                         -----------
                                                                                
partial surrender...................................................     61     
payment options.....................................................     64     
planned periodic premiums...........................................     34     
Policy loans........................................................     62     
Policy months.......................................................     29     
Policy years........................................................     29     
preferred loans.....................................................     63     
premium class.......................................................     67     
premium payments....................................................     33     
reinstate, reinstatement............................................     73     
required minimum death benefit......................................     31     
required minimum death benefit percentage...........................     32     
Separate Account VL-R...............................................     19     
seven-pay test......................................................     74     
specified amount....................................................      6     
target premium......................................................     47     
transfers...........................................................     35     
valuation date......................................................     28     
valuation period....................................................     28     
variable investment options.........................................     22     

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PRIVACY NOTICE                                                                  

                                                                  REV. 04/2014

                                                                [Download Table]
                                                                               
FACTS      WHAT DO AMERICAN GENERAL LIFE INSURANCE COMPANY (AGL) AND THE UNITED
           STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK (US LIFE)     
           DO WITH YOUR PERSONAL INFORMATION?                                  

WHY?       Financial companies choose how they share your personal             
           information. Federal law gives consumers the right to limit some    
           but not all sharing. Federal law also requires us to tell you how   
           we collect, share, and protect your personal information. Please    
           read this notice carefully to understand what we do.                

           The types of personal information we collect and share depend on    
           the product or service you have with us. This information can       
           include:                                                            
               .   Social Security number and Medical Information              
WHAT?          .   Income and Credit History                                   
               .   Payment History and Employment Information                  
           When you are no longer our customer, we continue to share your      
           information as described in this notice.                            

HOW?       All financial companies need to share customers' personal           
           information to run their everyday business. In the section below,   
           we list the reasons financial companies can share their customers'  
           personal information; the reasons AGL and US Life choose to         
           share; and whether you can limit this sharing.                      

                                                                [Download Table]

REASONS WE CAN SHARE YOUR      DO AGL & US LIFE   CAN YOU LIMIT THIS SHARING?
PERSONAL INFORMATION           SHARE?                                        
                                                                             
FOR OUR EVERYDAY BUSINESS                                                    
  PURPOSES - such as                 Yes                      No             
process your transactions,                                                   
maintain your account(s),                                                    
respond to court orders and                                                  
legal investigations, or                                                     
report to credit bureaus.                                                    

FOR OUR MARKETING PURPOSES -                                                 
to offer our products                Yes                      No             
and services to you                                                          

FOR JOINT MARKETING WITH                                                     
OTHER FINANCIAL COMPANIES            Yes                      No             

FOR OUR AFFILIATES' EVERYDAY                                                 
BUSINESS PURPOSES -                  Yes                      No             
information about your                                                       
transactions and experiences                                                 

FOR OUR AFFILIATES' EVERYDAY                                                 
BUSINESS PURPOSES -                  No                 We don't share       
information about your                                                       
creditworthiness                                                             

FOR OUR AFFILIATES TO MARKET                                                 
TO YOU                               No                 We don't share       

FOR NONAFFILIATES TO MARKET                                                  
TO YOU                               No                 We don't share       

                                                                [Download Table]
                                                                         
Questions? For AGL and US Life variable or index annuity contracts, call 
           1-800-445-7862 or write to us at:                             
           P. O. Box 15570, Amarillo, TX 79105-5570.                     
           For AGL and US Life variable universal life insurance policies
           (except for Executive Advantage policies), call 1-800-340-2765
           or write to us at: P. O. Box 9318, Amarillo, TX 79105-9318.   
           For AGL and US Life Executive Advantage variable universal    
           life insurance policies, call                                 
           1-888-222-4943 (AGL) or 1-877-883-6596 (US Life) or write to  
           us at: 2929 Allen Parkway -                                   
           A35-50, Houston, TX 77019.                                    
           For AGL and US Life single premium immediate variable         
           annuity contracts, call 1-877-299-1724                        
           or write to us at: Group Annuity Admin Department, 405 King   
           Street, 4th Floor, Wilmington, DE 19801.                      

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                                                                   Rev. 4/2014
                                                                        Page 2

                                                                [Download Table]
                                                                              
WHO WE ARE                                                                    
WHO IS PROVIDING     American General Life Insurance Company and The          
THIS NOTICE?         United States Life Insurance Company in the City of      
                     New York.                                                

WHAT WE DO                                                                    
HOW DO AGL & US      To protect your personal information from unauthorized   
LIFE PROTECT MY      access and use, we use security measures that comply     
PERSONAL             with federal law. These measures include computer        
INFORMATION?         safeguards and secured files and buildings. We restrict  
                     access to employees, representatives, agents, or selected
                     third parties who have been trained to handle nonpublic  
                     personal information.                                    

HOW DO AGL & US      We collect your personal information, for example,       
LIFE COLLECT         when you                                                 
MY PERSONAL          . Open an account or give us your contact information    
INFORMATION?         . Provide account information or make a wire transfer    
                     . Deposit money or close/surrender an account            
                     We also collect your personal information from others,   
                     such as credit bureaus, affiliates, or other companies.  

WHY CAN'T I LIMIT    Federal law gives you the right to limit only            
ALL SHARING?         . sharing for affiliates' everyday business purposes -   
                       information about your creditworthiness                
                     . affiliates from using your information to market to you
                     . sharing for nonaffiliates to market to you             
                     State laws may give you additional rights to limit       
                     sharing. See below for more on your rights under state   
                     law.                                                     
DEFINITIONS                                                                   
AFFILIATES           Companies related by common ownership or control.        
                     They can be financial                                    
                     and non-financial companies.                             
                     . Our affiliates include the member companies of         
                       American International Group, Inc.                     

NONAFFILIATES        Companies not related by common ownership or             
                     control. They can be financial and nonfinancial          
                     companies.                                               
                     . AGL & US Life do not share with nonaffiliates so       
                       they can market to you.                                

JOINT MARKETING      A formal agreement between nonaffiliated financial       
                     companies that together market financial products or     
                     services to you.                                         
                     . Our joint marketing partners include companies         
                       with which we jointly offer insurance products,        
                       such as a bank.                                        

OTHER IMPORTANT INFORMATION                                                     

You have the right to see and, if necessary, correct personal data. This        
requires a written request, both to see your personal data and to request       
correction. We do not have to change our records if we do not agree with your   
correction, but we will place your statement in our file. If you would like a   
more detailed description of our information practices and your rights, please  
write us at the address indicated on the first page.                            

FOR VERMONT RESIDENTS ONLY. We will not share information we collect about you  
with nonaffiliated third parties, except as permitted by Vermont law, such as   
to process your transactions or to maintain your account. In addition, we will  
not share information about your creditworthiness with our affiliates except    
with your authorization.                                                        

FOR CALIFORNIA RESIDENTS ONLY. We will not share information we collect about   
you with nonaffiliated third parties, except as permitted by California law,    
such as to process your transactions or to maintain your account.               

FOR NEVADA RESIDENTS ONLY. We are providing this notice pursuant to state law.  
You may be placed on our internal Do Not Call List by calling the numbers       
referenced in the Questions section. Nevada law requires that we also provide   
you with the following contact information: Bureau of Consumer Protection,      
Office of the Nevada Attorney General, 555 E. Washington St., Suite 3900, Las   
Vegas, NV 89101; Phone number: 702-486-3132; email: BCPIFO@ag.state.nv.us. You  
may contact our customer service department by calling or writing to us at the  
numbers and addresses referenced in the Questions section.                      

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[LOGO]  

Every day the choices we       VUL eDelivery is an electronic service         
make impact those around us.   enabling you to receive email notifications    
How about making a choice      when your account-related documents are        
that impacts our environment?  available to view online.                      
When you enroll in VUL                                                        
eDelivery,you do that.         IT'S FAST, SIMPLE AND SAVES OUR ENVIRONMENT!   
                         To enroll in VUL eDelivery, call Customer
We have partnered with the     Service or log in to eService at               
National Forest Foundation     www.aig.com/lifeinsurance. After you sign on,  
and for every enrollment in    select "MY PROFILE" and edit your              
VUL eDelivery, a tree will     communication preference. Once you've          
be planted in appreciation.    subscribed to VUL eDelivery, you will get a    
          change confirmation email.

        NEED FURTHER CONVINCING?
                   BY CHOOSING VUL EDELIVERY, YOU CAN:
          . Preserve the environment
          . Reduce paperwork clutter
          . Receive documents faster

                      SIGN UP FOR VUL EDELIVERY AND MAKE THE
NATURAL CHOICE. 

[LOGO]                                                                [LOGO]  

Not available for all products. Policies issued by AMERICAN GENERAL LIFE        
INSURANCE COMPANY (AGL), 2727-A Allen Parkway, Houston, Texas 77019 and THE     
UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK (US LIFE).         
Variable universal life insurance policies issued by AGL or US Life are         
distributed by AIG Capital Services, Inc., member FINRA. AGL and US Life are    
member companies of American International Group, Inc. (AIG). AIG does not      
underwrite any policy described herein. Policies and riders not available in    
all states. For more information contact Customer Service at P.O. Box 9318,     
Amarillo, Texas 79105-9318. Phone number 800-340-2765 or for hearing impaired   
888-436-5256.                                                                   

AGLC105386 REV0414 (C)2014 American International Group, Inc. (AIG). All rights 
reserved.                                                                       

For more information on the National Forest Foundation please visit             
www.nationalforests.org.                                                        

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                                                        [Enlarge/Download Table]
                                                                                                 
(AIG LOGO)                                                                 For E-SERVICE and     
                                                                       E-DELIVERY, or to view and
                                                                          Print Policy or Fund   
                                                                        prospectuses visit us at 
                                                                       WWW.AIG.COM/LIFEINSURANCE 

For additional information about the AG Platinum Choice VUL Policies                             
and the Separate Account, you may request a copy of the Statement of                             
Additional Information (the "SAI"), dated November 6, 2014. We have                              
filed the SAI with the SEC and have incorporated it by reference into                            
this prospectus. You may obtain a free copy of the SAI and the Policy                            
or Fund prospectuses if you write us at our Administrative Center,                               
which is located at VUL Administration, P.O. Box 9318, Amarillo,                                 
Texas 79105-9318 or call us at 1-800-340-2765. You may also obtain                               
the SAI from an insurance representative through which the Policies                              
may be purchased. Additional information about the AG Platinum Choice                            
VUL Policies, including personalized illustrations of death benefits,                            
cash surrender values, and cash values is available without charge to                            
individuals considering purchasing a Policy, upon request to the same                            
address or phone number printed above. We may charge current Policy                              
owners $25 per illustration if they request more than one                                        
personalized illustration in a Policy year.                                                      

Information about the Separate Account, including the SAI, can also                              
be reviewed and copied at the SEC's Office of Investor Education and                             
Advocacy in Washington, D.C. Inquiries on the operations of the                                  
Office of Investor Education and Advocacy may be made by calling the                             
SEC at 1-202-942-8090. Reports and other information about the                                   
Separate Account are available on the SEC's Internet site at                                     
http://www.sec.gov and copies of this information may be obtained,                               
upon payment of a duplicating fee, by writing the Office of Investor                             
Education and Advocacy of the SEC, 100 F Street N.E., Washington,                                
D.C. 20549.                                                                                      

Policies issued by:                                                                              
AMERICAN GENERAL LIFE INSURANCE COMPANY                                                          
2727-A Allen Parkway, Houston, TX 77019                                                          

AG PLATINUM CHOICE VUL FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE                                  
INSURANCE                                                                                        
Policy Form Numbers 14904, ICC14-14904                                                           

Not available in the state of New York                                                           

DISTRIBUTED BY AIG CAPITAL SERVICES, INC.                                                        
Member FINRA                                                                                     

The underwriting risks, financial obligations and support functions                              
associated with the products issued by American General Life                                     
Insurance Company ("AGL") are its responsibility. AGL is responsible                             
for its own financial condition and contractual obligations and is a                             
member of American International Group, Inc. ("AIG"). The commitments                            
under the Policies are AGL's and AIG has no legal obligation to back                             
those commitments. AGL does not solicit business in the state of                                 
New York. The Policies are not available in all states.                                          

(C) 2014. American International Group, Inc. All Rights Reserved           ICA File No. 811-08561

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 AMERICAN GENERAL LIFE INSURANCE COMPANY
 SEPARATE ACCOUNT VL-R

AG PLATINUM CHOICE VUL

 FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICIES

 ISSUED BY

 AMERICAN GENERAL LIFE INSURANCE COMPANY

 VUL ADMINISTRATION DEPARTMENT

 P.O. BOX 9318, AMARILLO, TEXAS 79105-9655

 TELEPHONE: 1-800-340-2765; 1-713-831-3443; HEARING IMPAIRED: 1-888-436-5256

 STATEMENT OF ADDITIONAL INFORMATION

DATED NOVEMBER 6, 2014  

     This Statement of Additional  Information  ("SAI") is not a prospectus.  It
should be read in  conjunction  with the  prospectus  for American  General Life
Insurance  Company  Separate  Account VL-R (the "Separate  Account" or "Separate
Account VL-R") dated  November 6, 2014,  describing the AG Platinum Choice VUL  
flexible  premium  variable  universal life insurance  policies (the "Policy" or
"Policies").  The prospectus sets forth information that a prospective  investor
should know before investing.  For a copy of the prospectus,  and any prospectus
supplements,   contact  American  General  Life  Insurance   Company  ("AGL"  or
"Company") at the address or telephone  numbers  given above.  Each term used in
this SAI that is defined in the related  prospectus  has the same meaning as the
prospectus' definition.                                                         

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 TABLE OF CONTENTS

GENERAL INFORMATION................................................... 3        

AGL.............................................................. 3   
Separate Account VL-R............................................ 3   

SERVICES.............................................................. 3        

DISTRIBUTION OF THE POLICIES.......................................... 4        

PERFORMANCE INFORMATION............................................... 6        

ADDITIONAL INFORMATION ABOUT THE POLICIES............................. 6        

  Gender neutral policies..................................... 6
  Special purchase plans...................................... 7
  Underwriting procedures and cost of insurance charges....... 7
  Certain arrangements........................................ 7
More About the Fixed Account..................................... 7   
  Our general account......................................... 7
  How we declare interest..................................... 8
Adjustments to Death Benefit..................................... 8   
  Suicide..................................................... 8
  Wrong age or gender......................................... 8
  Death during grace period................................... 8

ACTUARIAL EXPERT...................................................... 8        

MATERIAL CONFLICTS.................................................... 9        

FINANCIAL STATEMENTS.................................................. 9        

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 GENERAL INFORMATION

AGL                                                                             

     We are American General Life Insurance Company ("AGL"). AGL is a stock life
insurance  company  organized  under the laws of the  State of  Texas.  AGL is a
successor  in  interest  to a  company  originally  organized  under the laws of
Delaware on January 10, 1917.  AGL is an indirect,  wholly-owned  subsidiary  of
American International Group, Inc. ("AIG"), a Delaware corporation.             

     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.                                                                 

     American General Life Companies, www.americangeneral.com,  is the marketing
name for a group of  affiliated  domestic  life  insurers,  including  AGL.  The
commitments  under the Contracts are AGL's,  and AIG has no legal  obligation to
back those commitments.                                                         

SEPARATE ACCOUNT VL-R                                                           

     We hold the Fund shares in which any of your accumulation value is invested
in  Separate  Account  VL-R.  Separate  Account  VL-R  is  registered  as a unit
investment trust with the Securities and Exchange  Commission  ("SEC") under the
Investment  Company Act of 1940. We created the Separate  Account on May 6, 1997
under Texas law.                                                                

For record keeping and financial  reporting  purposes,  the Separate  Account is
divided into 89 separate  "divisions," 46 of which correspond to the 46 variable
"investment  options" under the Policy.  The remaining 43 divisions,  and all of
these 46 divisions,  represent investment options available under other variable
universal  life  policies  we offer.  We hold the Fund shares in which we invest
your  accumulation   value  for  an  investment  option  in  the  division  that
corresponds  to that  investment  option.  One or more of the Funds may sell its
shares to other funds.                                                          

     The assets in Separate  Account  VL-R are our  property.  The assets in the
Separate  Account may not be used to pay any liabilities of AGL other than those
arising  from the  Policies.  AGL is  obligated  to pay all  amounts  under  the
Policies due the Policy owners.  We act as custodian for the Separate  Account's
assets.                                                                         

SERVICES

     AGL and American  General Life  Companies,  LLC ("AGLC"),  were  previously
parties to a services  agreement.  AGL and AGLC are each  indirect  wholly-owned
subsidiaries of American  International  Group, Inc. and therefore affiliates of
one another. AGLC was a Delaware limited liability company established on August
30, 2002. Prior to that date, AGLC was a Delaware business trust. Its address is
2727-A Allen Parkway, Houston, Texas 77019-2191. Under the                      

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services agreement,  AGLC provided shared services to AGL and certain other life
insurance companies under the American International Group, Inc. holding company
system  ("Affiliates") at cost. Those services include data processing  systems,
customer services, product development, actuarial, internal auditing, accounting
and legal services. During 2011, AGL paid AGLC for these services $345,841,461. 

     AGLC was merged into AGL at the end of 2011.  AIG now provides the services
that were  previously  provided by AGLC.  During 2013 and 2012, AGL paid AIG for
these services $89,508,560 and $30,173,049,  respectively.  AGL is reimbursed by
the Affiliates at cost, to the extent the services apply to the Affiliates.     

     We  have  not  designed  the  Policies  for   professional   market  timing
organizations  or other  entities or individuals  using  programmed and frequent
transfers involving large amounts.  We currently have no contractual  agreements
or any other  formal or  informal  arrangements  with any  entity or  individual
permitting such transfers and receive no  compensation  for any such contract or
arrangement.                                                                    

DISTRIBUTION OF THE POLICIES

     The  Policies  are  offered  on a  continuous  basis  through  AIG  Capital
Services,  Inc. ("ACS"),  located at Harborside  Financial Center, 3200 Plaza 5,
Jersey City, NJ 07311. ACS is registered as a broker-dealer under the Securities
Exchange  Act of 1934,  as  amended,  and a  member  of the  Financial  Industry
Regulatory Authority ("FINRA"). The Company and ACS are each an indirect, wholly
owned  subsidiary of AIG. No  underwriting  fees are paid in connection with the
distribution of the policies.                                                   

     We and ACS have sales  agreements  with  various  broker-dealers  and banks
under  which the  Policies  will be sold by  registered  representatives  of the
broker-dealers or employees of the banks. These registered  representatives  and
employees are also required to be authorized under applicable state  regulations
as life  insurance  agents  to  sell  variable  universal  life  insurance.  The
broker-dealers are ordinarily required to be registered with the SEC and must be
members of FINRA.                                                               

     We pay compensation  directly to broker-dealers and banks for promotion and
sales of the Policies.  The compensation may vary with the sales agreement,  but
is generally not expected to exceed:                                            

     .    90% of the premiums  received in the first Policy year up to a "target
premium";                                                   

     .    3% of the premiums up to the target premium received in each of Policy
years 2 through 10;                                         

     .    3% of the premiums in excess of the target premium received in each of
Policy years 1 through 10;                                  

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     .    0.25%  annually of the  Policy's  accumulation  value  (reduced by any
          outstanding loans) in the investment options in each of Policy years 2
through 10;                                                 

     .    0.15%  annually of the  Policy's  accumulation  value  (reduced by any
          outstanding  loans) in the investment  options in each of Policy years
11 through 20;                                              

     .    a comparable  amount of compensation to  broker-dealers  or banks with
          respect to any increase in the  specified  amount of coverage that you
request; and                                                

     .    any  amounts  that we may  pay for  broker-dealers  or  banks  expense
          allowances,   bonuses,   wholesaler  fees,   training   allowances  or
additional compensation for the Policies.                   

     At our discretion,  we may pay additional  first Policy year commissions to
any  broker-dealer  or bank  for  sales  conducted  by a  particular  registered
representative  of that  broker-dealer or bank. We may pay up to a total of 120%
of the premiums we receive in the first Policy year.                            

     The  target  premium  is an amount of level  annual  premium  that would be
necessary  to  support  the  benefits  under  your  Policy,   based  on  certain
assumptions  that we believe  are  reasonable.  The  target  premium is also the
maximum  amount of  premium  to which the first year  commission  rate  applies.
Commissions  paid on premiums  received in excess of the target premium are paid
at the excess rate.  The target  premium is an amount  calculated  in accordance
with the method of calculation and rates from the AGL target premium  schedules.
AGL may  change  the  target  premium  schedules  from time to time.  The target
premium  applicable  to a  particular  coverage  shall  be  determined  from the
schedule in force when the first premium for such coverage is entered as paid in
accounting records of AGL.                                                      

     If the total  amount of  premiums  paid in the first  Policy year (on a per
Policy  basis) is less than the target  premium,  premium  received  at any time
through  the second  Policy  year,  up to the  balance of the first year  target
premium,  will receive the first Policy year 90% commission rate. Any additional
premium received in the second Policy year will be treated as second Policy year
premium.                                                                        

     The maximum  value of any  alternative  amounts we may pay for sales of the
Policies is expected to be equivalent over time to the amounts  described above.
For example,  we may pay a  broker-dealer  compensation in a lump sum which will
not exceed the aggregate compensation described above.                          

     We pay the compensation directly to any selling broker-dealer firm or bank.
We pay the  compensation  from our own  resources  which  does not result in any
additional   charge  to  you  that  is  not  described  in  your  Policy.   Each
broker-dealer   firm  or  bank,  in  turn,   may   compensate   its   registered
representative or employee who acts as agent in selling you a Policy.           

     We sponsor a  non-qualified  deferred  compensation  plan  ("Plan") for our
insurance  agents.  Some of our agents  are  registered  representatives  of our
affiliated broker-dealers and sell                                              

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the Policies. These agents may, subject to regulatory approval, receive benefits
under the Plan when they sell the  Policies.  The  benefits are deferred and the
Plan  terms may  result in the agent  never  receiving  the  benefits.  The Plan
provides for a varying amount of benefits annually.  We have the right to change
the Plan in ways that affect the amount of benefits earned each year.           

 PERFORMANCE INFORMATION

     From time to time, we may quote  performance  information for the divisions
of Separate  Account VL-R in  advertisements,  sales  literature,  or reports to
owners or prospective investors.                                                

     We  may  quote  performance  information  in  any  manner  permitted  under
applicable law. We may, for example,  present such  information as a change in a
hypothetical  owner's cash value or death benefit. We also may present the yield
or total return of the division based on a hypothetical  investment in a Policy.
The performance  information shown may cover various periods of time,  including
periods beginning with the commencement of the operations of the division or the
Mutual Fund in which it invests.  The performance  information shown may reflect
the  deduction  of one or more  charges,  such  as the  premium  charge,  and we
generally expect to exclude costs of insurance charges because of the individual
nature of these  charges.  We also may present the yield or total  return of the
investment option in which a division invests.                                  

     We may compare a division's performance to that of other variable universal
life separate accounts or investment products,  as well as to generally accepted
indices  or  analyses,  such as those  provided  by  research  firms and  rating
services.  In  addition,  we may use  performance  ratings  that may be reported
periodically in financial publications, such as Money Magazine, Forbes, Business
Week,  Fortune,  Financial  Planning  and The Wall Street  Journal.  We also may
advertise  ratings  of AGL's  financial  strength  or  claims-paying  ability as
determined by firms that analyze and rate insurance  companies and by nationally
recognized statistical rating organizations.                                    

 ADDITIONAL INFORMATION ABOUT THE POLICIES

     The  purpose of this  section is to provide  you with  information  to help
clarify certain discussion found in the related prospectus. Many topics, such as
Policy sales loads and increases in your Policy's death benefit, have been fully
described  in the related  prospectus.  For any topics that we do not discuss in
this SAI, please see the related prospectus.                                    

     Gender neutral  policies.  Congress and the  legislatures of various states
have from time to time considered legislation that would require insurance rates
to be the same for males and females of the same age,  premium class and tobacco
user status. In addition,  employers and employee organizations should consider,
in consultation with counsel, the impact of Title VII of the Civil Rights Act of
1964  on  the  purchase  of  life  insurance  policies  in  connection  with  an
employment-related  insurance or benefit  plan. In a 1983  decision,  the United
States Supreme Court held that, under Title VII, optional annuity benefits under
a deferred  compensation plan could not vary on the basis of gender. In general,
we do not offer  policies  for sale in  situations  which,  under  current  law,
require  gender-neutral  premiums  or  benefits.  However,  we offer AG Platinum
Choice VUL Policies on both a gender-neutral and a sex-distinct basis.          

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     Special  purchase plans.  Special purchase plans provide for variations in,
or elimination of, certain Policy  charges,  and would be available to a defined
group of  individuals.  We  currently  do not provide for or support any special
purchase plans.                                                                 

     Underwriting  procedures and cost of insurance  charges.  Cost of insurance
charges for the Policies will not be the same for all Policy  owners.  The chief
reason is that the principle of pooling and  distribution  of mortality risks is
based upon the assumption that each Policy owner pays a cost of insurance charge
related to the insured's  mortality risk which is actuarially  determined based 
upon  factors such as age, sex and risk class of the insured and the face amount
size band of the Policy.  In the context of life insurance,  a uniform mortality
charge (the "cost of  insurance  charge") for all  insureds  would  discriminate
unfairly in favor of those insureds  representing greater mortality risks to the
disadvantage of those  representing  lesser risks.  Accordingly,  although there
will be a  uniform  "public  offering  price"  for all  Policy  owners,  because
premiums  are flexible  and amounts  allocated  to the Separate  Account will be
subject  to some  charges  that  are the same for all  owners,  there  will be a
different "price" for each actuarial category of Policy owners because different
cost of  insurance  rates will apply.  The  "price"  will also vary based on net
amount at risk.  The Policies  will be offered and sold pursuant to this cost of
insurance  schedule and our underwriting  standards and in accordance with state
insurance  laws. Such laws prohibit unfair  discrimination  among insureds,  but
recognize that premiums must be based upon factors such as age, sex,  health and
occupation.  A table  showing  the maximum  cost of  insurance  charges  will be
delivered as part of the Policy.                                                

     Our  underwriting  procedures are designed to treat applicants for Policies
in a uniform manner.  Collection of required medical information is conducted in
a confidential  manner.  We maintain  underwriting  standards  designed to avoid
unfair or inconsistent  decisions about which underwriting class should apply to
a  particular  proposed  insured  person.  In some  group or  employment-related
situations,   we  may  offer  what  we  call  simplified  or  guaranteed   issue
underwriting classes. These underwriting classes provide for brief or no medical
underwriting. Our offer to insure a person under either class results in cost of
insurance charges that are the same for each insured person.                    

     Certain  arrangements.  Most of the advisers or administrators of the Funds
make certain payments to us, on a quarterly  basis, for certain  administrative,
Policy, and Policy owner support expenses.  These amounts will be reasonable for
the services performed and are not designed to result in a profit.              

MORE ABOUT THE FIXED ACCOUNT                                                    

     Our general account.  Our general account assets are all of our assets that
we do not hold in legally  segregated  separate  accounts.  Our general  account
supports our  obligations  to you under your Policy's  declared  Fixed  Account.
Unlike the Separate  Account,  the assets in the general  account may be used to
pay any  liabilities  of AGL in addition  to those  arising  from the  Policies.
Because of applicable exemptions, no interest in this option has been registered
under the  Securities Act of 1933, as amended.  Neither our general  account nor
our Fixed Account is an investment  company under the Investment  Company Act of
1940. We have been advised that                                                 

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the staff of the SEC has not reviewed the disclosures  that are included in this
prospectus for your information  about our general account or our Fixed Account.
Those  disclosures,  however,  may be subject to  certain  generally  applicable
provisions  of  the  federal  securities  laws  relating  to  the  accuracy  and
completeness of statements made in prospectuses.                                

     How we declare  interest.  Except for amounts held as collateral for loans,
we can at any time change the rate of interest we are paying on any accumulation
value  allocated  to our  Fixed  Account,  but it will  always  be at an  annual
effective rate shown on your Policy Schedule.                                   

     Under these  procedures,  it is likely that at any time different  interest
rates will apply to different portions of your accumulation value,  depending on
when each portion was  allocated  to our fixed  Account.  Any  charges,  partial
surrenders,  or loans that we take from any accumulation  value that you have in
our Fixed Account will be taken from each portion in reverse chronological order
based on the date that accumulation value was allocated to this option.         

ADJUSTMENTS TO DEATH BENEFIT                                                    

     Suicide.  If the insured person commits suicide during the first two Policy
years, we will limit the proceeds payable to the total of all premiums that have
been paid to the time of death minus any  outstanding  Policy loans (plus credit
for any unearned interest) and any partial surrenders.                          

     A new two-year period begins if you increase the specified amount.  You can
increase the specified  amount only if the insured  person is living at the time
of the increase.  In this case, if the insured person commits suicide during the
first two years  following  the increase,  we will refund the monthly  insurance
deductions attributable to the increase. The death benefit will then be based on
the specified amount in effect before the increase.                             

     Wrong  age or  gender.  If the age or  gender  of the  insured  person  was
misstated on your application for a Policy (or for any increase in benefits), we
will adjust any death benefit to be what the monthly  insurance  charge deducted
for the current month would have purchased based on the correct information.    

     Death during grace period.  We will deduct from the insurance  proceeds any
monthly  charges  that remain  unpaid  because the insured  person died during a
grace period.                                                                   

ACTUARIAL EXPERT

     Actuarial  matters have been examined by Tim Donovan,  who is an actuary of
AGL. An opinion on actuarial  matters is filed as an exhibit to the registration
statement we have filed with the SEC in connection with the Policies.           

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MATERIAL CONFLICTS

     We are required to track events to identify  any  material  conflicts  from
using  investment  portfolios  for both  variable  universal  life and  variable
annuity  separate  accounts.  The boards of the Funds,  AGL, and other insurance
companies  participating  in the  Funds  have  this  same  duty.  There may be a
material conflict if:                                                           

.    state insurance law or federal income tax law changes;           

.    investment management of an investment portfolio changes; or     

     .    voting  instructions  given  by  owners  of  variable  universal  life
insurance policies and variable annuity contracts differ.   

     The investment  portfolios may sell shares to certain qualified pension and
retirement  plans  qualifying  under Code  Section  401.  These  include cash or
deferred  arrangements  under Code Section 401(k). One or more of the investment
portfolios may sell its shares to other investment portfolios.  Therefore, there
is a  possibility  that a material  conflict may arise  between the interests of
owners in general,  or certain classes of owners,  and these retirement plans or
participants in these retirement plans.                                         

     If there is a material conflict,  we have the duty to determine appropriate
action,  including removing the portfolios involved from our variable investment
options.  We may take other  action to protect  Policy  owners.  This could mean
delays or interruptions of the variable operations.                             

     When  state  insurance  regulatory  authorities  require  us, we may ignore
instructions  relating to changes in an  investment  portfolio's  adviser or its
investment policies. If we do ignore voting instructions,  we give you a summary
of our actions in the next semi-annual report to owners.                        

FINANCIAL STATEMENTS

   PricewaterhouseCoopers LLP, located at 1201 Louisiana Street, Suite 2900,
Houston, Texas 77002, serves as the independent registered public accounting    
firm for Separate Account VL-R and AGL.                                         

     You may obtain a free copy of these financial statements if you write us at
our VUL Administration Department or call us at 1-800-340 2765.  The financial  
statements have also been filed with the SEC and can be obtained through its    
website at http://www.sec.gov.                                                  

The following financial statements are included in the Statement of   
Additional Information in reliance on the report of PricewaterhouseCoopers LLP, 
an independent registered public accounting firm, given on the authority of said
firm as experts in auditing and accounting:                                     

.  Audited Financial Statements of Separate Account VL-R of American  
     General Life Insurance Company for the year ended December 31, 2013 and
      the results of its operations and the changes in its net assets for each
of the periods indicated                                          

.  Audited Consolidated Financial Statements of American General Life 
    Insurance Company for the years ended December 31, 2013, 2012 and 2011

 The financial statements of AGL should be considered only as bearing on
the ability of AGL to meet its obligation under the contracts.                  

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LOGO                                                                          

                                             Variable Universal Life Insurance
                                                         Separate Account VL-R

                                                                          2013

                                                                 Annual Report

                                                             December 31, 2013

                                       American General Life Insurance Company

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[LETTERHEAD OF PRICEWATERHOUSECOOPERS LLP]                                      

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 

To the Board of Directors of                                                    
American General Life Insurance Company and Contract Owners of                  
American General Life Insurance Company Separate Account VL-R                   

In our opinion, the accompanying statements of assets and liabilities,          
including the schedules of portfolio investments, and the related statements of 
operations and of changes in net assets present fairly, in all material         
respects, the financial position of each of the Sub-Accounts listed in Note 1   
of the American General Life Insurance Company Separate Account VL-R at         
December 31, 2013, the results of its operations for the year then ended and    
the changes in its net assets for each of the two years in the period then      
ended, in conformity with accounting principles generally accepted in the       
United States of America. These financial statements are the responsibility of  
the management of American General Life Insurance Company; our responsibility   
is to express an opinion on these financial statements based on our audits. We  
conducted our audits of these financial statements in accordance with the       
standards of the Public Company Accounting Oversight Board (United States).     
Those standards require that we plan and perform the audit to obtain reasonable 
assurance about whether the financial statements are free of material           
misstatement. An audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the financial statements, assessing the          
accounting principles used and significant estimates made by management, and    
evaluating the overall financial statement presentation. We believe that our    
audits, which included confirmation of investment securities at December 31,    
2013 by correspondence with the mutual fund companies, provide a reasonable     
basis for our opinion.                                                          

PRICEWATERHOUSECOOPERS LLP                                                      

April 25, 2014                                                                  

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           

STATEMENTS OF ASSETS AND LIABILITIES                                            
DECEMBER 31, 2013                                                               

                                                        [Enlarge/Download Table]

                                                                              Investment    Due from (to) American            
                                                                            securities - at General Life Insurance            
Divisions                                                                     fair value           Company         NET ASSETS 
------------------------------------------------------------------------------------------------------------------------------
                                                                                                                              
Alger Capital Appreciation Portfolio - Class I-2 Shares                       $ 5,171,060          $      -        $ 5,171,060
Alger Mid Cap Growth Portfolio - Class I-2 Shares                               2,968,985                 -          2,968,985
American Century VP Value Fund - Class I                                       15,724,871                 -         15,724,871
Dreyfus IP MidCap Stock Portfolio - Initial Shares                              4,936,230                 -          4,936,230
Dreyfus VIF International Value Portfolio - Initial Shares                        145,715                 -            145,715
Dreyfus VIF Opportunistic Small Cap Portfolio - Initial Shares                  9,596,389                 -          9,596,389
Dreyfus VIF Quality Bond Portfolio - Initial Shares                             6,157,970                 -          6,157,970
Fidelity VIP Asset Manager Portfolio - Service Class 2                          4,672,189                 -          4,672,189
Fidelity VIP Contrafund Portfolio - Service Class 2                            31,814,973                 -         31,814,973
Fidelity VIP Equity-Income Portfolio - Service Class 2                         17,985,957                 -         17,985,957
Fidelity VIP Freedom 2020 Portfolio - Service Class 2                             348,635                 -            348,635
Fidelity VIP Freedom 2025 Portfolio - Service Class 2                             722,900                 -            722,900
Fidelity VIP Freedom 2030 Portfolio - Service Class 2                             979,103                 -            979,103
Fidelity VIP Growth Portfolio - Service Class 2                                16,170,061                 -         16,170,061
Fidelity VIP Mid Cap Portfolio - Service Class 2                               10,683,514                 -         10,683,514
Franklin Templeton Franklin Small Cap Value Securities Fund - Class 2           8,569,689                 -          8,569,689
Franklin Templeton Franklin Small-Mid Cap Growth Securities Fund - Class 2         45,932                 -             45,932
Franklin Templeton Franklin U.S. Government Fund - Class 2                      3,878,306                 -          3,878,306
Franklin Templeton Mutual Shares Securities Fund - Class 2                      7,065,970                 -          7,065,970
Franklin Templeton Templeton Foreign Securities Fund - Class 2                  7,138,619                 -          7,138,619
Goldman Sachs VIT Strategic Growth Fund - Institutional Shares                  6,936,211                 -          6,936,211
Invesco V.I. Core Equity Fund - Series I                                        9,154,360                 -          9,154,360
Invesco V.I. Global Real Estate Fund - Series I                                   116,994                 -            116,994
Invesco V.I. Government Securities Fund - Series I                                 71,645                 -             71,645
Invesco V.I. High Yield Fund - Series I                                         2,569,236                 -          2,569,236
Invesco V.I. International Growth Fund - Series I                               9,422,146                 -          9,422,146
Invesco Van Kampen V.I. American Franchise Fund - Series I                          6,664                 -              6,664
Invesco Van Kampen V.I. Growth and Income Fund - Series I                       9,952,150                 -          9,952,150
Janus Aspen Enterprise Portfolio - Service Shares                               5,081,183                 -          5,081,183
Janus Aspen Forty Portfolio - Service Shares                                      416,706                 -            416,706
Janus Aspen Overseas Portfolio - Service Shares                                10,039,056                 -         10,039,056
Janus Aspen Worldwide Portfolio - Service Shares                                3,174,577                 -          3,174,577
JPMorgan Insurance Trust Core Bond Portfolio - Class 1                             89,709                 -             89,709
JPMorgan Insurance Trust International Equity Portfolio - Class 1                  63,788                 -             63,788
JPMorgan Insurance Trust Mid Cap Value Portfolio - Class 1                        770,690                 -            770,690
JPMorgan Insurance Trust Small Cap Core Portfolio - Class 1                     3,563,217                 -          3,563,217
MFS VIT Core Equity Series - Initial Class                                      3,894,856                 -          3,894,856
MFS VIT Growth Series - Initial Class                                          11,066,832                 -         11,066,832
MFS VIT New Discovery Series - Initial Class                                    6,071,770                 -          6,071,770
MFS VIT Research Series - Initial Class                                         2,692,142                 -          2,692,142
MFS VIT Total Return Series - Initial Class                                       484,088                 -            484,088
Neuberger Berman AMT Mid-Cap Growth Portfolio - Class I                         5,795,972                 -          5,795,972
Neuberger Berman AMT Large Cap Value Portfolio - Class I                           35,254                 -             35,254
Neuberger Berman AMT Socially Responsive Portfolio - Class I                       74,333                 -             74,333
Oppenheimer Balanced Fund/VA - Non-Service Shares                               1,540,831                 -          1,540,831
Oppenheimer Global Securities Fund/VA - Non-Service Shares                      6,979,241                 -          6,979,241
Oppenheimer Global Strategic Income Fund/VA (Non-Service) 5,071                                           -              5,071
PIMCO VIT CommodityRealReturn Strategy Portfolio - Administrative Class         1,261,795                 -          1,261,795
PIMCO VIT Global Bond Portfolio (Unhedged) - Administrative Class                  58,532                 -             58,532
PIMCO VIT Real Return Portfolio - Administrative Class                         12,132,852                 -         12,132,852

See accompanying notes. 

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           

STATEMENTS OF ASSETS AND LIABILITIES - CONTINUED                                
DECEMBER 31, 2013                                                               

                                                        [Enlarge/Download Table]

                                                           Investment    Due from (to) American            
                                                         securities - at General Life Insurance            
Divisions                                                  fair value           Company         NET ASSETS 
-----------------------------------------------------------------------------------------------------------
                                                                                                           
PIMCO VIT Short-Term Portfolio - Administrative Class      $ 4,804,840          $      -        $ 4,804,840
PIMCO VIT Total Return Portfolio - Administrative Class     16,119,465                 -         16,119,465
Pioneer Fund VCT Portfolio - Class I                         1,671,452                 -          1,671,452
Pioneer Growth Opportunities VCT Portfolio - Class I         3,037,831                 -          3,037,831
Pioneer Mid Cap Value VCT Portfolio - Class I                1,145,657                 -          1,145,657
Putnam VT Diversified Income Fund - Class IB                 6,887,646                 -          6,887,646
Putnam VT Growth and Income Fund - Class IB                 12,432,215                 -         12,432,215
Putnam VT International Value Fund - Class IB                5,206,801                 -          5,206,801
Putnam VT Multi-Cap Growth Fund - Class IB                      49,309                 -             49,309
Putnam VT Small Cap Value Fund - Class IB                      276,055                 -            276,055
Putnam VT Voyager Fund - Class IB                              207,795                 -            207,795
SunAmerica Aggressive Growth Portfolio - Class 1             1,538,347                 -          1,538,347
SunAmerica Balanced Portfolio - Class 1                      2,306,189                 -          2,306,189
UIF Growth Portfolio - Class I Shares                        3,189,301                 -          3,189,301
VALIC Company I International Equities Fund                  2,621,512                 -          2,621,512
VALIC Company I Mid Cap Index Fund                          15,589,772                 -         15,589,772
VALIC Company I Money Market I Fund                         13,099,199                 -         13,099,199
VALIC Company I Nasdaq-100 Index Fund                        5,132,899                 -          5,132,899
VALIC Company I Science & Technology Fund                    1,829,945                 -          1,829,945
VALIC Company I Small Cap Index Fund                         7,347,965                 -          7,347,965
VALIC Company I Stock Index Fund                            21,199,509                 -         21,199,509
Vanguard VIF High Yield Bond Portfolio                       7,457,681                 -          7,457,681
Vanguard VIF REIT Index Portfolio                           11,900,404                 -         11,900,404

See accompanying notes. 

VL-R - 3  

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           

STATEMENTS OF OPERATIONS                                                        
FOR THE YEAR ENDED DECEMBER 31, 2013                                            

                                                        [Enlarge/Download Table]

                                                        A            B            A+B=C           D              E       

                                                               Mortality and                                             
                                                                expense risk                               Capital gain  
                                                    Dividends       and            NET       Net realized  distributions 
                                                   from mutual administrative  INVESTMENT   gain (loss) on  from mutual  
Divisions                                             funds       charges     INCOME (LOSS)  investments       funds     
-------------------------------------------------------------------------------------------------------------------------
                                                                                                                         
Alger Capital Appreciation Portfolio - Class I-2                                                                         
Shares                                              $ 16,445     $ (28,001)     $(11,556)    $   446,303    $  513,675   
Alger Mid Cap Growth Portfolio - Class I-2                                                                               
Shares                                                 8,950       (16,402)       (7,452)        179,123             -   
American Century VP Value Fund - Class I             238,944       (82,369)      156,575         900,998             -   
Dreyfus IP MidCap Stock Portfolio - Initial                                                                              
Shares                                                59,131       (23,828)       35,303         331,780             -   
Dreyfus VIF International Value Portfolio -                                                                              
Initial Shares                                         2,246          (473)        1,773             364             -   
Dreyfus VIF Opportunistic Small Cap Portfolio -                                                                          
Initial Shares                                             -       (41,655)      (41,655)        649,552             -   
Dreyfus VIF Quality Bond Portfolio - Initial                                                                             
Shares                                               185,537       (34,350)      151,187          65,253             -   
Fidelity VIP Asset Manager Portfolio - Service                                                                           
Class 2                                               60,266       (25,071)       35,195         148,799        11,168   
Fidelity VIP Contrafund Portfolio - Service                                                                              
Class 2                                              240,815      (165,113)       75,702       1,689,965         8,433   
Fidelity VIP Equity-Income Portfolio - Service                                                                           
Class 2                                              385,928       (95,928)      290,000         875,332     1,136,609   
Fidelity VIP Freedom 2020 Portfolio - Service                                                                            
Class 2                                                4,541        (1,647)        2,894          16,027         4,319   
Fidelity VIP Freedom 2025 Portfolio - Service                                                                            
Class 2                                               11,019        (3,525)        7,494          32,627         9,951   
Fidelity VIP Freedom 2030 Portfolio - Service                                                                            
Class 2                                               13,572        (4,784)        8,788          16,926        12,135   
Fidelity VIP Growth Portfolio - Service Class 2        6,570       (81,676)      (75,106)      1,133,221         9,997   
Fidelity VIP Mid Cap Portfolio - Service Class 2      26,306       (59,027)      (32,721)        206,259     1,255,653   
Franklin Templeton Franklin Small Cap Value                                                                              
Securities Fund - Class 2                             98,499       (48,408)       50,091         332,863       127,116   
Franklin Templeton Franklin Small-Mid Cap                                                                                
Growth Securities Fund - Class 2                           -          (206)         (206)          3,132         2,156   
Franklin Templeton Franklin U.S. Government                                                                              
Fund - Class 2                                       111,566       (25,647)       85,919         (20,686)            -   
Franklin Templeton Mutual Shares Securities                                                                              
Fund - Class 2                                       140,097       (39,948)      100,149         455,261             -   
Franklin Templeton Templeton Foreign                                                                                     
Securities Fund - Class 2                            155,152       (40,530)      114,622         266,095             -   
Goldman Sachs VIT Strategic Growth Fund -                                                                                
Institutional Shares                                  25,401       (15,919)        9,482         181,681       238,625   
Invesco V.I. Core Equity Fund - Series I             117,519       (42,048)       75,471         407,271             -   
Invesco V.I. Global Real Estate Fund - Series I        4,490          (271)        4,219           1,403             -   
Invesco V.I. Government Securities Fund -                                                                                
Series I                                               2,641          (470)        2,171             664             -   
Invesco V.I. High Yield Fund - Series I              120,459       (16,375)      104,084          36,147             -   
Invesco V.I. International Growth Fund - Series I    106,425       (49,664)       56,761         331,661             -   
Invesco Van Kampen V.I. American Franchise                                                                               
Fund - Series I                                           25           (32)           (7)            775             -   
Invesco Van Kampen V.I. Growth and Income                                                                                
Fund - Series I                                      134,588       (51,969)       82,619         631,965        79,568   
Janus Aspen Enterprise Portfolio - Service                                                                               
Shares                                                16,742       (25,690)       (8,948)        288,867             -   
Janus Aspen Forty Portfolio - Service Shares           2,041        (1,419)          622           5,044             -   
Janus Aspen Overseas Portfolio - Service Shares      292,872       (55,782)      237,090      (1,153,127)            -   
Janus Aspen Worldwide Portfolio - Service                                                                                
Shares                                                31,270       (15,009)       16,261         129,468             -   
JPMorgan Insurance Trust Core Bond Portfolio -                                                                           
Class 1                                                3,702          (450)        3,252            (245)            -   
JPMorgan Insurance Trust International Equity                                                                            
Portfolio - Class 1                                    1,089          (259)          830           1,326             -   
JPMorgan Insurance Trust Mid Cap Value                                                                                   
Portfolio - Class 1                                    8,248        (4,699)        3,549          61,074         8,864   
                                                        [Enlarge/Download Table]

                                                           F               C+D+E+F      

                                                      Net change                        
                                                     in unrealized   INCREASE (DECREASE)
                                                     appreciation       IN NET ASSETS   
                                                   (depreciation) of   RESULTING FROM   
Divisions                                             investments        OPERATIONS     
----------------------------------------------------------------------------------------
                                                                                        
Alger Capital Appreciation Portfolio - Class I-2                                        
Shares                                                $  354,727         $1,303,149     
Alger Mid Cap Growth Portfolio - Class I-2                                              
Shares                                                   617,804            789,475     
American Century VP Value Fund - Class I               2,766,990          3,824,563     
Dreyfus IP MidCap Stock Portfolio - Initial                                             
Shares                                                   905,524          1,272,607     
Dreyfus VIF International Value Portfolio -                                             
Initial Shares                                            21,654             23,791     
Dreyfus VIF Opportunistic Small Cap Portfolio -                                         
Initial Shares                                         2,520,385          3,128,282     
Dreyfus VIF Quality Bond Portfolio - Initial                                            
Shares                                                  (360,366)          (143,926)    
Fidelity VIP Asset Manager Portfolio - Service                                          
Class 2                                                  421,722            616,884     
Fidelity VIP Contrafund Portfolio - Service                                             
Class 2                                                5,833,916          7,608,016     
Fidelity VIP Equity-Income Portfolio - Service                                          
Class 2                                                1,690,343          3,992,284     
Fidelity VIP Freedom 2020 Portfolio - Service                                           
Class 2                                                   19,597             42,837     
Fidelity VIP Freedom 2025 Portfolio - Service                                           
Class 2                                                   62,213            112,285     
Fidelity VIP Freedom 2030 Portfolio - Service                                           
Class 2                                                  122,262            160,111     
Fidelity VIP Growth Portfolio - Service Class 2        3,266,992          4,335,104     
Fidelity VIP Mid Cap Portfolio - Service Class 2       1,372,196          2,801,387     
Franklin Templeton Franklin Small Cap Value                                             
Securities Fund - Class 2                              1,800,719          2,310,789     
Franklin Templeton Franklin Small-Mid Cap                                               
Growth Securities Fund - Class 2                           6,632             11,714     
Franklin Templeton Franklin U.S. Government                                             
Fund - Class 2                                          (182,913)          (117,680)    
Franklin Templeton Mutual Shares Securities                                             
Fund - Class 2                                         1,066,399          1,621,809     
Franklin Templeton Templeton Foreign                                                    
Securities Fund - Class 2                                963,757          1,344,474     
Goldman Sachs VIT Strategic Growth Fund -                                               
Institutional Shares                                   1,307,698          1,737,486     
Invesco V.I. Core Equity Fund - Series I               1,647,365          2,130,107     
Invesco V.I. Global Real Estate Fund - Series I           (3,501)             2,121     
Invesco V.I. Government Securities Fund -                                               
Series I                                                  (5,614)            (2,779)    
Invesco V.I. High Yield Fund - Series I                    7,739            147,970     
Invesco V.I. International Growth Fund - Series I      1,089,515          1,477,937     
Invesco Van Kampen V.I. American Franchise                                              
Fund - Series I                                            1,176              1,944     
Invesco Van Kampen V.I. Growth and Income                                               
Fund - Series I                                        1,749,547          2,543,699     
Janus Aspen Enterprise Portfolio - Service                                              
Shares                                                   965,996          1,245,915     
Janus Aspen Forty Portfolio - Service Shares              90,010             95,676     
Janus Aspen Overseas Portfolio - Service Shares        2,136,413          1,220,376     
Janus Aspen Worldwide Portfolio - Service                                               
Shares                                                   556,534            702,263     
JPMorgan Insurance Trust Core Bond Portfolio -                                          
Class 1                                                   (4,695)            (1,688)    
JPMorgan Insurance Trust International Equity                                           
Portfolio - Class 1                                        6,141              8,297     
JPMorgan Insurance Trust Mid Cap Value                                                  
Portfolio - Class 1                                      134,161            207,648     

See accompanying notes. 

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           

STATEMENTS OF OPERATIONS - CONTINUED                                            
FOR THE YEAR ENDED DECEMBER 31, 2013                                            

                                                        [Enlarge/Download Table]

                                                       A            B            A+B=C           D              E       

                                                              Mortality and                                             
                                                               expense risk                               Capital gain  
                                                   Dividends       and            NET       Net realized  distributions 
                                                  from mutual administrative  INVESTMENT   gain (loss) on  from mutual  
Divisions                                            funds       charges     INCOME (LOSS)  investments       funds     
------------------------------------------------------------------------------------------------------------------------
                                                                                                                        
JPMorgan Insurance Trust Small Cap Core                                                                                 
Portfolio - Class 1                                $ 17,690     $ (20,034)     $  (2,344)    $ 307,742      $      -    
MFS VIT Core Equity Series - Initial Class           35,233       (18,182)        17,051       314,863             -    
MFS VIT Growth Series - Initial Class                22,960       (49,592)       (26,632)      648,388        72,726    
MFS VIT New Discovery Series - Initial Class              -       (30,317)       (30,317)      123,189        43,887    
MFS VIT Research Series - Initial Class               7,700       (12,696)        (4,996)      143,753         5,738    
MFS VIT Total Return Series - Initial Class           8,279        (2,784)         5,495        28,174             -    
Neuberger Berman AMT Mid-Cap Growth                                                                                     
Portfolio - Class I                                       -       (28,567)       (28,567)      388,214             -    
Neuberger Berman AMT Large Cap Value                                                                                    
Portfolio - Class I                                     384          (166)           218         3,810             -    
Neuberger Berman AMT Socially Responsive                                                                                
Portfolio - Class I                                     446          (362)            84           194             -    
Oppenheimer Balanced Fund/VA - Non-Service                                                                              
Shares                                               34,433        (9,670)        24,763        54,275             -    
Oppenheimer Global Strategic Income Fund/VA                                                                             
(Non-Service)                                         2,227          (290)         1,937        (1,613)            -    
Oppenheimer Global Securities Fund/VA - Non-                                                                            
Service Shares                                       87,317       (38,958)        48,359       307,485             -    
PIMCO VIT CommodityRealReturn Strategy                                                                                  
Portfolio - Administrative Class                     24,552        (8,644)        15,908      (172,256)            -    
PIMCO VIT Global Bond Portfolio (Unhedged) -                                                                            
Administrative Class                                    594          (246)           348          (434)          410    
PIMCO VIT Real Return Portfolio - Administrative                                                                        
Class                                               222,783       (77,444)       145,339      (129,992)       98,891    
PIMCO VIT Short-Term Portfolio - Administrative                                                                         
Class                                                40,359       (31,006)         9,353        28,934             -    
PIMCO VIT Total Return Portfolio -                                                                                      
Administrative Class                                371,093       (99,665)       271,428       (26,863)      140,442    
Pioneer Fund VCT Portfolio - Class I                 20,470        (7,862)        12,608        65,255        76,613    
Pioneer Growth Opportunities VCT Portfolio -                                                                            
Class I                                                   -       (13,085)       (13,085)      120,225       116,151    
Pioneer Mid Cap Value VCT Portfolio - Class I         9,397        (6,273)         3,124        53,819             -    
Putnam VT Diversified Income Fund - Class IB        216,959       (31,076)       185,883       (15,051)            -    
Putnam VT Growth and Income Fund - Class IB         183,709       (54,328)       129,381       587,313             -    
Putnam VT International Value Fund - Class IB       122,416       (28,260)        94,156       157,763             -    
Putnam VT Multi-Cap Growth Fund - Class IB              179          (202)           (23)        2,092             -    
Putnam VT Small Cap Value Fund - Class IB             1,822        (1,070)           752         7,608         3,102    
Putnam VT Voyager Fund - Class IB                     1,013          (833)           180        16,815             -    
SunAmerica Aggressive Growth Portfolio - Class 1          -        (8,361)        (8,361)      169,239             -    
SunAmerica Balanced Portfolio - Class 1              32,263       (11,302)        20,961       123,026             -    
UIF Growth Portfolio - Class I Shares                12,375       (13,603)        (1,228)      110,100       103,191    
VALIC Company I International Equities Fund               -       (14,002)       (14,002)       35,401             -    
VALIC Company I Mid Cap Index Fund                        -       (76,525)       (76,525)      541,227             -    
VALIC Company I Money Market I Fund                   1,416       (80,712)       (79,296)            -             -    
VALIC Company I Nasdaq-100 Index Fund                     -       (24,247)       (24,247)      240,083             -    
VALIC Company I Science & Technology Fund                 -        (8,181)        (8,181)       78,939             -    
VALIC Company I Small Cap Index Fund                      -       (37,892)       (37,892)      391,051             -    
VALIC Company I Stock Index Fund                          -      (100,538)      (100,538)      877,742             -    
Vanguard VIF High Yield Bond Portfolio              395,703       (45,143)       350,560       104,896             -    
Vanguard VIF REIT Index Portfolio                   261,943       (77,017)       184,926       598,793       313,305    
                                                        [Enlarge/Download Table]

                                                          F               C+D+E+F      

                                                     Net change                        
                                                    in unrealized   INCREASE (DECREASE)
                                                    appreciation       IN NET ASSETS   
                                                  (depreciation) of   RESULTING FROM   
Divisions                                            investments        OPERATIONS     
---------------------------------------------------------------------------------------
                                                                                       
JPMorgan Insurance Trust Small Cap Core                                                
Portfolio - Class 1                                  $   791,633        $ 1,097,031    
MFS VIT Core Equity Series - Initial Class               697,859          1,029,773    
MFS VIT Growth Series - Initial Class                  2,341,618          3,036,100    
MFS VIT New Discovery Series - Initial Class           1,674,925          1,811,684    
MFS VIT Research Series - Initial Class                  497,403            641,898    
MFS VIT Total Return Series - Initial Class               44,729             78,398    
Neuberger Berman AMT Mid-Cap Growth                                                    
Portfolio - Class I                                    1,079,848          1,439,495    
Neuberger Berman AMT Large Cap Value                                                   
Portfolio - Class I                                        4,323              8,351    
Neuberger Berman AMT Socially Responsive                                               
Portfolio - Class I                                       18,499             18,777    
Oppenheimer Balanced Fund/VA - Non-Service                                             
Shares                                                    92,383            171,421    
Oppenheimer Global Strategic Income Fund/VA                                            
(Non-Service)                                               (903)              (579)   
Oppenheimer Global Securities Fund/VA - Non-                                           
Service Shares                                         1,138,564          1,494,408    
PIMCO VIT CommodityRealReturn Strategy                                                 
Portfolio - Administrative Class                         (78,792)          (235,140)   
PIMCO VIT Global Bond Portfolio (Unhedged) -                                           
Administrative Class                                      (5,602)            (5,278)   
PIMCO VIT Real Return Portfolio - Administrative                                       
Class                                                 (1,582,541)        (1,468,303)   
PIMCO VIT Short-Term Portfolio - Administrative                                        
Class                                                    (37,214)             1,073    
PIMCO VIT Total Return Portfolio -                                                     
Administrative Class                                    (835,931)          (450,924)   
Pioneer Fund VCT Portfolio - Class I                     309,488            463,964    
Pioneer Growth Opportunities VCT Portfolio -                                           
Class I                                                  723,956            947,247    
Pioneer Mid Cap Value VCT Portfolio - Class I            213,898            270,841    
Putnam VT Diversified Income Fund - Class IB             310,544            481,376    
Putnam VT Growth and Income Fund - Class IB            2,603,908          3,320,602    
Putnam VT International Value Fund - Class IB            696,571            948,490    
Putnam VT Multi-Cap Growth Fund - Class IB                10,012             12,081    
Putnam VT Small Cap Value Fund - Class IB                 62,298             73,760    
Putnam VT Voyager Fund - Class IB                         33,082             50,077    
SunAmerica Aggressive Growth Portfolio - Class 1         292,382            453,260    
SunAmerica Balanced Portfolio - Class 1                  189,786            333,773    
UIF Growth Portfolio - Class I Shares                    859,600          1,071,663    
VALIC Company I International Equities Fund              391,811            413,210    
VALIC Company I Mid Cap Index Fund                     3,505,917          3,970,619    
VALIC Company I Money Market I Fund                            2            (79,294)   
VALIC Company I Nasdaq-100 Index Fund                  1,126,999          1,342,835    
VALIC Company I Science & Technology Fund                465,804            536,562    
VALIC Company I Small Cap Index Fund                   1,715,912          2,069,071    
VALIC Company I Stock Index Fund                       4,515,581          5,292,785    
Vanguard VIF High Yield Bond Portfolio                  (183,277)           272,179    
Vanguard VIF REIT Index Portfolio                       (841,628)           255,396    

See accompanying notes. 

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           

SCHEDULES OF PORTFOLIO INVESTMENTS                                              
DECEMBER 31, 2013                                                               

                                                        [Enlarge/Download Table]

                                                                            Net Asset                                           
                                                                            Value Per Value of Shares Cost of Shares            
Divisions                                                          Shares     Share    at Fair Value       Held      Level /(1)/
--------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                
Alger Capital Appreciation Portfolio - Class I-2 Shares              70,441  $73.41     $ 5,171,060    $ 4,304,652       1      
Alger Mid Cap Growth Portfolio - Class I-2 Shares                   161,798   18.35       2,968,985      2,133,692       1      
American Century VP Value Fund - Class I                          1,860,931    8.45      15,724,871     11,546,095       1      
Dreyfus IP MidCap Stock Portfolio - Initial Shares                  236,523   20.87       4,936,230      3,494,987       1      
Dreyfus VIF International Value Portfolio - Initial Shares           12,328   11.82         145,715        127,813       1      
Dreyfus VIF Opportunistic Small Cap Portfolio - Initial Shares      204,048   47.03       9,596,389      6,418,130       1      
Dreyfus VIF Quality Bond Portfolio - Initial Shares                 519,660   11.85       6,157,970      6,180,411       1      
Fidelity VIP Asset Manager Portfolio - Service Class 2              275,808   16.94       4,672,189      4,072,910       1      
Fidelity VIP Contrafund Portfolio - Service Class 2                 942,108   33.77      31,814,973     23,136,199       1      
Fidelity VIP Equity-Income Portfolio - Service Class 2              786,100   22.88      17,985,957     15,425,486       1      
Fidelity VIP Freedom 2020 Portfolio - Service Class 2                27,802   12.54         348,635        310,923       1      
Fidelity VIP Freedom 2025 Portfolio - Service Class 2                55,952   12.92         722,900        629,552       1      
Fidelity VIP Freedom 2030 Portfolio - Service Class 2                76,612   12.78         979,103        805,452       1      
Fidelity VIP Growth Portfolio - Service Class 2                     285,842   56.57      16,170,061     11,509,270       1      
Fidelity VIP Mid Cap Portfolio - Service Class 2                    300,099   35.60      10,683,514      9,603,394       1      
Franklin Templeton Franklin Small Cap Value Securities Fund -                                                                   
Class 2                                                             356,032   24.07       8,569,689      6,320,656       1      
Franklin Templeton Franklin Small-Mid Cap Growth Securities Fund                                                                
- Class 2                                                             1,691   27.16          45,932         38,784       1      
Franklin Templeton Franklin U.S. Government Fund - Class 2          306,585   12.65       3,878,306      4,039,114       1      
Franklin Templeton Mutual Shares Securities Fund - Class 2          326,675   21.63       7,065,970      5,462,850       1      
Franklin Templeton Templeton Foreign Securities Fund - Class 2      414,073   17.24       7,138,619      5,807,701       1      
Goldman Sachs VIT Strategic Growth Fund - Institutional Shares      393,209   17.64       6,936,211      4,685,041       1      
Invesco V.I. Core Equity Fund - Series I                            238,209   38.43       9,154,360      6,597,362       1      
Invesco V.I. Global Real Estate Fund - Series I                       7,652   15.29         116,994        106,861       1      
Invesco V.I. Government Securities Fund - Series I                    6,155   11.64          71,645         75,742       1      
Invesco V.I. High Yield Fund - Series I                             450,743    5.70       2,569,236      2,412,505       1      
Invesco V.I. International Growth Fund - Series I                   266,765   35.32       9,422,146      7,691,188       1      
Invesco Van Kampen V.I. American Franchise Fund - Series I              132   50.63           6,664          5,053       1      
Invesco Van Kampen V.I. Growth and Income Fund - Series I           378,553   26.29       9,952,150      7,349,388       1      
Janus Aspen Enterprise Portfolio - Service Shares                    89,457   56.80       5,081,183      3,587,906       1      
Janus Aspen Forty Portfolio - Service Shares                          7,952   52.40         416,706        283,324       1      
Janus Aspen Overseas Portfolio - Service Shares                     245,334   40.92      10,039,056     10,186,618       1      
Janus Aspen Worldwide Portfolio - Service Shares                     82,671   38.40       3,174,577      2,429,861       1      
JPMorgan Insurance Trust Core Bond Portfolio - Class 1                8,089   11.09          89,709         92,938       1      
JPMorgan Insurance Trust International Equity Portfolio - Class 1     5,356   11.91          63,788         53,124       1      
JPMorgan Insurance Trust Mid Cap Value Portfolio - Class 1           72,913   10.57         770,690        516,509       1      
JPMorgan Insurance Trust Small Cap Core Portfolio - Class 1         148,282   24.03       3,563,217      2,369,126       1      
MFS VIT Core Equity Series - Initial Class                          165,316   23.56       3,894,856      2,833,381       1      
MFS VIT Growth Series - Initial Class                               283,257   39.07      11,066,832      7,442,544       1      
MFS VIT New Discovery Series - Initial Class                        275,114   22.07       6,071,770      4,590,794       1      
MFS VIT Research Series - Initial Class                              93,672   28.74       2,692,142      1,943,336       1      
MFS VIT Total Return Series - Initial Class                          20,652   23.44         484,088        403,936       1      
Neuberger Berman AMT Mid-Cap Growth Portfolio - Class I             141,124   41.07       5,795,972      4,237,331       1      
Neuberger Berman AMT Large Cap Value Portfolio - Class I              2,344   15.04          35,254         27,286       1      
Neuberger Berman AMT Socially Responsive Portfolio - Class I          3,422   21.72          74,333         51,333       1      
Oppenheimer Balanced Fund/VA - Non-Service Shares                   111,332   13.84       1,540,831      1,319,112       1      
Oppenheimer Global Strategic Income Fund/VA (Non-Service)               943    5.38           5,071          5,198       1      
Oppenheimer Global Securities Fund/VA - Non-Service Shares          170,809   40.86       6,979,241      5,278,741       1      
PIMCO VIT CommodityRealReturn Strategy Portfolio -                                                                              
Administrative Class                                                211,002    5.98       1,261,795      1,539,526       1      
PIMCO VIT Global Bond Portfolio (Unhedged) - Administrative Class     4,743   12.34          58,532         64,683       1      
PIMCO VIT Real Return Portfolio - Administrative Class              962,925   12.60      12,132,852     13,390,750       1      
PIMCO VIT Short-Term Portfolio - Administrative Class               467,852   10.27       4,804,840      4,789,576       1      
PIMCO VIT Total Return Portfolio - Administrative Class           1,468,075   10.98      16,119,465     16,643,104       1      
Pioneer Fund VCT Portfolio - Class I                                 63,674   26.25       1,671,452      1,369,168       1      

See accompanying notes. 

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           

SCHEDULES OF PORTFOLIO INVESTMENTS - CONTINUED                                  
DECEMBER 31, 2013                                                               

                                                        [Enlarge/Download Table]

                                                                 Net Asset                                           
                                                                 Value Per Value of Shares Cost of Shares            
Divisions                                               Shares     Share    at Fair Value       Held      Level /(1)/
---------------------------------------------------------------------------------------------------------------------
                                                                                                                     
Pioneer Growth Opportunities VCT Portfolio - Class I      92,673  $32.78     $ 3,037,831    $ 2,164,311       1      
Pioneer Mid Cap Value VCT Portfolio - Class I             49,898   22.96       1,145,657        881,536       1      
Putnam VT Diversified Income Fund - Class IB             909,861    7.57       6,887,646      6,839,613       1      
Putnam VT Growth and Income Fund - Class IB              519,959   23.91      12,432,215      8,569,378       1      
Putnam VT International Value Fund - Class IB            470,778   11.06       5,206,801      4,218,794       1      
Putnam VT Multi-Cap Growth Fund - Class IB                 1,618   30.47          49,309         37,435       1      
Putnam VT Small Cap Value Fund - Class IB                 13,246   20.84         276,055        190,176       1      
Putnam VT Voyager Fund - Class IB                          4,031   51.55         207,795        173,871       1      
SunAmerica Aggressive Growth Portfolio - Class 1          95,448   16.12       1,538,347      1,104,615       1      
SunAmerica Balanced Portfolio - Class 1                  121,687   18.95       2,306,189      1,971,870       1      
UIF Growth Portfolio - Class I Shares                    102,781   31.03       3,189,301      2,210,318       1      
VALIC Company I International Equities Fund              357,642    7.33       2,621,512      2,189,329       1      
VALIC Company I Mid Cap Index Fund                       558,773   27.90      15,589,772     11,568,754       1      
VALIC Company I Money Market I Fund                   13,099,199    1.00      13,099,199     13,099,199       1      
VALIC Company I Nasdaq-100 Index Fund                    606,726    8.46       5,132,899      3,891,202       1      
VALIC Company I Science & Technology Fund                 75,994   24.08       1,829,945      1,313,017       1      
VALIC Company I Small Cap Index Fund                     340,184   21.60       7,347,965      5,093,693       1      
VALIC Company I Stock Index Fund                         615,728   34.43      21,199,509     15,715,274       1      
Vanguard VIF High Yield Bond Portfolio                   905,058    8.24       7,457,681      7,092,258       1      
Vanguard VIF REIT Index Portfolio                      1,002,561   11.87      11,900,404     11,137,819       1      

/(1)/ Represents the level within the fair value hierarchy under which the      
portfolio is classified as defined in ASC 820 and descreibed in Note 3 to the   
financial statements.                                                           

See accompanying notes. 

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           

STATEMENTS OF CHANGES IN NET ASSETS                                             
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012                                  

                                                        [Enlarge/Download Table]

                                                                                                Divisions                        
                                                                         ------------------------------------------------------- 
                                                                            Alger Capital       Alger Mid Cap    American Century
                                                                             Appreciation     Growth Portfolio - VP Value Fund - 
                                                                         Portfolio - Class I-  Class I-2 Shares      Class I     
                                                                               2 Shares                                          
                                                                                                                                 

FOR THE YEAR ENDED DECEMBER 31, 2013                                                                                             

OPERATIONS:                                                                                                                      
 Net investment income (loss)                                                 $  (11,556)         $   (7,452)      $   156,575   
 Net realized gain (loss) on investments                                         446,303             179,123           900,998   
 Capital gain distributions from mutual funds                                    513,675                   -                 -   
 Net change in unrealized appreciation (depreciation) of investments             354,727             617,804         2,766,990   
                                                                              ----------          ----------       -----------   
Increase (decrease) in net assets resulting from operations                    1,303,149             789,475         3,824,563   
                                                                              ----------          ----------       -----------   
PRINCIPAL TRANSACTIONS:                                                                                                          
 Net premiums                                                                    293,107             227,934         1,034,331   
 Net transfers from (to) other Divisions or fixed rate option                    185,581               2,577           (34,559)  
 Internal rollovers                                                                  252                   -                 -   
 Cost of insurance and other charges                                            (148,601)           (124,026)         (700,440)  
 Administrative charges                                                          (14,926)            (11,771)          (50,038)  
 Policy loans                                                                    (55,799)            (15,350)         (133,431)  
 Death benefits                                                                   (5,266)               (192)          (31,889)  
 Withdrawals                                                                    (267,515)           (200,862)         (771,486)  
                                                                              ----------          ----------       -----------   
Increase (decrease) in net assets resulting from principal transactions          (13,167)           (121,690)         (687,512)  
                                                                              ----------          ----------       -----------   
TOTAL INCREASE (DECREASE) IN NET ASSETS                                        1,289,982             667,785         3,137,051   

NET ASSETS:                                                                                                                      
 Beginning of year                                                             3,881,078           2,301,200        12,587,820   
                                                                              ----------          ----------       -----------   
 End of year                                                                  $5,171,060          $2,968,985       $15,724,871   
                                                                              ==========          ==========       ===========   
FOR THE YEAR ENDED DECEMBER 31, 2012                                                                                             

OPERATIONS:                                                                                                                      
 Net investment income (loss)                                                 $   14,331          $  (16,156)      $   165,587   
 Net realized gain (loss) on investments                                          96,651              50,433           487,521   
 Capital gain distributions from mutual funds                                      1,338                   -                 -   
 Net change in unrealized appreciation (depreciation) of investments             467,970             308,991           974,608   
                                                                              ----------          ----------       -----------   
Increase (decrease) in net assets resulting from operations                      580,290             343,268         1,627,716   
                                                                              ----------          ----------       -----------   
PRINCIPAL TRANSACTIONS:                                                                                                          
 Net premiums                                                                    310,548             266,844         1,159,245   
 Net transfers from (to) other Divisions or fixed rate option                     22,632            (441,740)          (28,831)  
 Internal rollovers                                                                    -                   -                 -   
 Cost of insurance and other charges                                            (169,489)           (144,195)         (739,083)  
 Administrative charges                                                          (15,707)            (13,663)          (56,355)  
 Policy loans                                                                     (6,306)            (24,578)          (82,182)  
 Death benefits                                                                  (12,055)             (3,759)          (17,448)  
 Withdrawals                                                                    (132,846)           (125,487)       (1,030,956)  
                                                                              ----------          ----------       -----------   
Increase (decrease) in net assets resulting from principal transactions           (3,223)           (486,578)         (795,610)  
                                                                              ----------          ----------       -----------   
TOTAL INCREASE (DECREASE) IN NET ASSETS                                          577,067            (143,310)          832,106   

NET ASSETS:                                                                                                                      
 Beginning of year                                                             3,304,011           2,444,510        11,755,714   
                                                                              ----------          ----------       -----------   
 End of year                                                                  $3,881,078          $2,301,200       $12,587,820   
                                                                              ==========          ==========       ===========   

See accompanying notes. 

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           

STATEMENTS OF CHANGES IN NET ASSETS - CONTINUED                                 
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012                                  

                                                        [Enlarge/Download Table]

                                                                                    Divisions                                  
                                                  ---------------------------------------------------------------------------- 
                                                      Dreyfus IP         Dreyfus VIF        Dreyfus VIF         Dreyfus VIF    
                                                     MidCap Stock       International      Opportunistic       Quality Bond    
                                                  Portfolio - Initial Value Portfolio -      Small Cap      Portfolio - Initial
                                                        Shares         Initial Shares   Portfolio - Initial       Shares       
                                                                                              Shares                           
                                                                                                                               

FOR THE YEAR ENDED DECEMBER 31, 2013                                                                                           

OPERATIONS:                                                                                                                    
  Net investment income (loss)                        $   35,303          $  1,773          $  (41,655)         $  151,187     
  Net realized gain (loss) on investments                331,780               364             649,552              65,253     
  Capital gain distributions from mutual funds                 -                 -                   -                   -     
  Net change in unrealized appreciation                                                                                        
   (depreciation) of investments                         905,524            21,654           2,520,385            (360,366)    
                                                      ----------          --------          ----------          ----------     
Increase (decrease) in net assets resulting from                                                                               
  operations                                           1,272,607            23,791           3,128,282            (143,926)    
                                                      ----------          --------          ----------          ----------     
PRINCIPAL TRANSACTIONS:                                                                                                        
  Net premiums                                           288,292            22,465             583,422             410,034     
  Net transfers from (to) other Divisions or                                                                                   
   fixed rate option                                     140,931            14,835            (337,305)             37,908     
  Internal rollovers                                           -                 -                   -                   -     
  Cost of insurance and other charges                   (204,247)          (10,956)           (513,640)           (638,291)    
  Administrative charges                                 (13,500)           (1,123)            (25,169)            (18,854)    
  Policy loans                                           (57,680)             (352)            (66,974)            (41,164)    
  Death benefits                                         (13,475)                -              (3,144)            (17,822)    
  Withdrawals                                           (212,320)           (2,257)           (549,492)           (509,341)    
                                                      ----------          --------          ----------          ----------     
Increase (decrease) in net assets resulting from                                                                               
  principal transactions                                 (71,999)           22,612            (912,302)           (777,530)    
                                                      ----------          --------          ----------          ----------     
TOTAL INCREASE (DECREASE) IN NET ASSETS                1,200,608            46,403           2,215,980            (921,456)    

NET ASSETS:                                                                                                                    
  Beginning of year                                    3,735,622            99,312           7,380,409           7,079,426     
                                                      ----------          --------          ----------          ----------     
  End of year                                         $4,936,230          $145,715          $9,596,389          $6,157,970     
                                                      ==========          ========          ==========          ==========     
FOR THE YEAR ENDED DECEMBER 31, 2012                                                                                           

OPERATIONS:                                                                                                                    
  Net investment income (loss)                        $   (4,875)         $  2,139          $  (36,374)         $  173,744     
  Net realized gain (loss) on investments                185,408            (1,670)            156,088              83,100     
  Capital gain distributions from mutual funds                 -                 -                   -                   -     
  Net change in unrealized appreciation                                                                                        
   (depreciation) of investments                         444,703            10,288           1,091,602             187,780     
                                                      ----------          --------          ----------          ----------     
Increase (decrease) in net assets resulting from                                                                               
  operations                                             625,236            10,757           1,211,316             444,624     
                                                      ----------          --------          ----------          ----------     
PRINCIPAL TRANSACTIONS:                                                                                                        
  Net premiums                                           317,967            22,758             634,689             459,274     
  Net transfers from (to) other Divisions or                                                                                   
   fixed rate option                                    (104,368)            1,108             792,593            (146,948)    
  Internal rollovers                                           -                 -                   -                   -     
  Cost of insurance and other charges                   (194,530)          (13,800)           (527,854)           (557,189)    
  Administrative charges                                 (15,131)           (1,138)            (27,559)            (21,322)    
  Policy loans                                           (45,950)           (1,203)            (56,238)             (6,869)    
  Death benefits                                          (7,699)                -              (6,297)            (22,529)    
  Withdrawals                                           (211,358)           (2,415)           (630,930)           (325,004)    
                                                      ----------          --------          ----------          ----------     
Increase (decrease) in net assets resulting from                                                                               
  principal transactions                                (261,069)            5,310             178,404            (620,587)    
                                                      ----------          --------          ----------          ----------     
TOTAL INCREASE (DECREASE) IN NET ASSETS                  364,167            16,067           1,389,720            (175,963)    

NET ASSETS:                                                                                                                    
Beginning of year                                      3,371,455            83,245           5,990,689           7,255,389     
                                                      ----------          --------          ----------          ----------     
End of year                                           $3,735,622          $ 99,312          $7,380,409          $7,079,426     
                                                      ==========          ========          ==========          ==========     

See accompanying notes. 

VL-R - 9  

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           

STATEMENTS OF CHANGES IN NET ASSETS - CONTINUED                                 
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012                                  

                                                        [Enlarge/Download Table]

                                                                                 Divisions                                    
                                              ------------------------------------------------------------------------------- 
                                              Fidelity VIP Asset     Fidelity VIP     Fidelity VIP Equity-    Fidelity VIP    
                                              Manager Portfolio -     Contrafund       Income Portfolio -     Freedom 2020    
                                                Service Class 2   Portfolio - Service   Service Class 2    Portfolio - Service
                                                                        Class 2                                  Class 2      
                                                                                                                              

FOR THE YEAR ENDED DECEMBER 31, 2013                                                                                          

OPERATIONS:                                                                                                                   
  Net investment income (loss)                    $   35,195          $    75,702         $   290,000           $   2,894     
  Net realized gain (loss) on investments            148,799            1,689,965             875,332              16,027     
  Capital gain distributions from mutual                                                                                      
   funds                                              11,168                8,433           1,136,609               4,319     
  Net change in unrealized appreciation                                                                                       
   (depreciation) of investments                     421,722            5,833,916           1,690,343              19,597     
                                                  ----------          -----------         -----------           ---------     
Increase (decrease) in net assets resulting                                                                                   
  from operations                                    616,884            7,608,016           3,992,284              42,837     
                                                  ----------          -----------         -----------           ---------     
PRINCIPAL TRANSACTIONS:                                                                                                       
  Net premiums                                       358,508            1,852,589           1,279,502              52,731     
  Net transfers from (to) other Divisions or                                                                                  
   fixed rate option                                  (1,299)            (166,451)           (258,221)             54,644     
  Internal rollovers                                       -                    -                   -                   -     
  Cost of insurance and other charges               (307,139)          (1,312,262)           (827,005)            (27,444)    
  Administrative charges                             (16,647)             (89,872)            (62,143)             (2,636)    
  Policy loans                                       (32,096)            (126,663)           (201,286)                700     
  Death benefits                                     (34,824)             (53,740)            (64,946)                (45)    
  Withdrawals                                       (265,180)          (1,876,073)         (1,097,906)           (141,566)    
                                                  ----------          -----------         -----------           ---------     
Increase (decrease) in net assets resulting                                                                                   
  from principal transactions                       (298,677)          (1,772,472)         (1,232,005)            (63,616)    
                                                  ----------          -----------         -----------           ---------     
TOTAL INCREASE (DECREASE) IN NET ASSETS              318,207            5,835,544           2,760,279             (20,779)    

NET ASSETS:                                                                                                                   
  Beginning of year                                4,353,982           25,979,429          15,225,678             369,414     
                                                  ----------          -----------         -----------           ---------     
  End of year                                     $4,672,189          $31,814,973         $17,985,957           $ 348,635     
                                                  ==========          ===========         ===========           =========     
FOR THE YEAR ENDED DECEMBER 31, 2012                                                                                          

OPERATIONS:                                                                                                                   
  Net investment income (loss)                    $   28,109          $   131,549         $   343,048           $   4,609     
  Net realized gain (loss) on investments             38,673              707,386             339,204               2,585     
  Capital gain distributions from mutual                                                                                      
   funds                                              32,232                    -             948,378               4,226     
  Net change in unrealized appreciation                                                                                       
   (depreciation) of investments                     375,230            2,821,514             561,150              28,574     
                                                  ----------          -----------         -----------           ---------     
Increase (decrease) in net assets resulting                                                                                   
  from operations                                    474,244            3,660,449           2,191,780              39,994     
                                                  ----------          -----------         -----------           ---------     
PRINCIPAL TRANSACTIONS:                                                                                                       
  Net premiums                                       387,166            2,107,002           1,330,676              63,286     
  Net transfers from (to) other Divisions or                                                                                  
   fixed rate option                                   2,359             (393,728)            (63,288)              1,537     
  Internal rollovers                                       -                    -                   -                   -     
  Cost of insurance and other charges               (313,780)          (1,379,211)           (869,600)            (36,586)    
  Administrative charges                             (18,653)            (102,126)            (64,329)             (3,164)    
  Policy loans                                        (9,357)            (208,377)              4,957                 975     
  Death benefits                                      (4,181)             (44,608)            (46,033)                  -     
  Withdrawals                                       (419,597)          (1,686,087)           (952,837)            (16,613)    
                                                  ----------          -----------         -----------           ---------     
Increase (decrease) in net assets resulting                                                                                   
  from principal transactions                       (376,043)          (1,707,135)           (660,454)              9,435     
                                                  ----------          -----------         -----------           ---------     
TOTAL INCREASE (DECREASE) IN NET ASSETS               98,201            1,953,314           1,531,326              49,429     

NET ASSETS:                                                                                                                   
  Beginning of year                                4,255,781           24,026,115          13,694,352             319,985     
                                                  ----------          -----------         -----------           ---------     
  End of year                                     $4,353,982          $25,979,429         $15,225,678           $ 369,414     
                                                  ==========          ===========         ===========           =========     

See accompanying notes. 

VL-R - 10 

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           

STATEMENTS OF CHANGES IN NET ASSETS - CONTINUED                                 
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012                                  

                                                        [Enlarge/Download Table]

                                                                               Divisions                                 
                                              -------------------------------------------------------------------------- 
                                                 Fidelity VIP        Fidelity VIP        Fidelity VIP    Fidelity VIP Mid
                                                 Freedom 2025        Freedom 2030     Growth Portfolio - Cap Portfolio - 
                                              Portfolio - Service Portfolio - Service  Service Class 2   Service Class 2 
                                                    Class 2             Class 2                                          
                                                                                                                         

FOR THE YEAR ENDED DECEMBER 31, 2013                                                                                     

OPERATIONS:                                                                                                              
  Net investment income (loss)                     $  7,494            $   8,788         $   (75,106)      $   (32,721)  
  Net realized gain (loss) on investments            32,627               16,926           1,133,221           206,259   
  Capital gain distributions from mutual                                                                                 
   funds                                              9,951               12,135               9,997         1,255,653   
  Net change in unrealized appreciation                                                                                  
   (depreciation) of investments                     62,213              122,262           3,266,992         1,372,196   
                                                   --------            ---------         -----------       -----------   
Increase (decrease) in net assets resulting                                                                              
  from operations                                   112,285              160,111           4,335,104         2,801,387   
                                                   --------            ---------         -----------       -----------   
PRINCIPAL TRANSACTIONS:                                                                                                  
  Net premiums                                       64,873              139,913           1,036,224           722,960   
  Net transfers from (to) other Divisions or                                                                             
   fixed rate option                                111,904                3,960            (202,901)          (16,830)  
  Internal rollovers                                      -                    -                   -               252   
  Cost of insurance and other charges               (44,629)             (36,565)           (699,310)         (398,221)  
  Administrative charges                             (3,244)              (6,993)            (50,252)          (36,195)  
  Policy loans                                       25,778               45,979            (105,887)          (42,463)  
  Death benefits                                        (23)                 (24)            (32,849)           (5,883)  
  Withdrawals                                       (59,394)             (51,756)           (974,224)         (444,806)  
                                                   --------            ---------         -----------       -----------   
Increase (decrease) in net assets resulting                                                                              
  from principal transactions                        95,265               94,514          (1,029,199)         (221,186)  
                                                   --------            ---------         -----------       -----------   
TOTAL INCREASE (DECREASE) IN NET ASSETS             207,550              254,625           3,305,905         2,580,201   

NET ASSETS:                                                                                                              
  Beginning of year                                 515,350              724,478          12,864,156         8,103,313   
                                                   --------            ---------         -----------       -----------   
  End of year                                      $722,900            $ 979,103         $16,170,061       $10,683,514   
                                                   ========            =========         ===========       ===========   
FOR THE YEAR ENDED DECEMBER 31, 2012                                                                                     

OPERATIONS:                                                                                                              
  Net investment income (loss)                     $  5,661            $   9,409         $   (34,698)      $   (21,086)  
  Net realized gain (loss) on investments             2,528               12,565             593,570           (24,516)  
  Capital gain distributions from mutual                                                                                 
   funds                                              4,938                6,548                   -           647,033   
  Net change in unrealized appreciation                                                                                  
   (depreciation) of investments                     40,427               72,988           1,135,163           408,550   
                                                   --------            ---------         -----------       -----------   
Increase (decrease) in net assets resulting                                                                              
  from operations                                    53,554              101,510           1,694,035         1,009,981   
                                                   --------            ---------         -----------       -----------   
PRINCIPAL TRANSACTIONS:                                                                                                  
  Net premiums                                       59,630              134,489           1,162,569           821,773   
  Net transfers from (to) other Divisions or                                                                             
   fixed rate option                                138,605                1,294            (985,619)         (181,724)  
  Internal rollovers                                      -                    -                   -                 -   
  Cost of insurance and other charges               (42,730)             (47,004)           (737,414)         (426,084)  
  Administrative charges                             (2,982)              (6,768)            (56,651)          (41,932)  
  Policy loans                                       (4,461)             (25,206)            (73,554)         (100,952)  
  Death benefits                                          -                    -             (29,087)           (3,487)  
  Withdrawals                                        (2,075)            (150,736)         (1,111,925)         (509,454)  
                                                   --------            ---------         -----------       -----------   
Increase (decrease) in net assets resulting                                                                              
  from principal transactions                       145,987              (93,931)         (1,831,681)         (441,860)  
                                                   --------            ---------         -----------       -----------   
TOTAL INCREASE (DECREASE) IN NET ASSETS             199,541                7,579            (137,646)          568,121   

NET ASSETS:                                                                                                              
  Beginning of year                                 315,809              716,899          13,001,802         7,535,192   
                                                   --------            ---------         -----------       -----------   
  End of year                                      $515,350            $ 724,478         $12,864,156       $ 8,103,313   
                                                   ========            =========         ===========       ===========   

See accompanying notes. 

VL-R - 11 

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           

STATEMENTS OF CHANGES IN NET ASSETS - CONTINUED                                 
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012                                  

                                                        [Enlarge/Download Table]

                                                                                      Divisions                              
                                                        -------------------------------------------------------------------- 
                                                            Franklin      Franklin Templeton    Franklin        Franklin     
                                                            Templeton     Franklin Small-Mid   Templeton    Templeton Mutual 
                                                         Franklin Small       Cap Growth     Franklin U.S.  Shares Securities
                                                            Cap Value     Securities Fund -    Government    Fund - Class 2  
                                                        Securities Fund -      Class 2       Fund - Class 2                  
                                                             Class 2                                                         
                                                                                                                             

FOR THE YEAR ENDED DECEMBER 31, 2013                                                                                         

OPERATIONS:                                                                                                                  
  Net investment income (loss)                             $   50,091          $  (206)        $   85,919      $  100,149    
  Net realized gain (loss) on investments                     332,863            3,132            (20,686)        455,261    
  Capital gain distributions from mutual funds                127,116            2,156                  -               -    
  Net change in unrealized appreciation (depreciation)                                                                       
   of investments                                           1,800,719            6,632           (182,913)      1,066,399    
                                                           ----------          -------         ----------      ----------    
Increase (decrease) in net assets resulting from                                                                             
  operations                                                2,310,789           11,714           (117,680)      1,621,809    
                                                           ----------          -------         ----------      ----------    
PRINCIPAL TRANSACTIONS:                                                                                                      
  Net premiums                                                469,911              307            344,230         473,985    
  Net transfers from (to) other Divisions or fixed                                                                           
   rate option                                               (205,690)           6,831            (42,310)       (173,560)   
  Internal rollovers                                              252                -                  -               -    
  Cost of insurance and other charges                        (277,331)          (1,637)          (225,533)       (311,966)   
  Administrative charges                                      (23,359)               -            (16,897)        (23,439)   
  Policy loans                                                (19,750)            (129)           (26,300)        (23,749)   
  Death benefits                                              (20,906)               -               (799)         (6,746)   
  Withdrawals                                                (468,887)          (2,245)          (209,571)       (731,964)   
                                                           ----------          -------         ----------      ----------    
Increase (decrease) in net assets resulting from                                                                             
  principal transactions                                     (545,760)           3,127           (177,180)       (797,439)   
                                                           ----------          -------         ----------      ----------    
TOTAL INCREASE (DECREASE) IN NET ASSETS                     1,765,029           14,841           (294,860)        824,370    

NET ASSETS:                                                                                                                  
  Beginning of year                                         6,804,660           31,091          4,173,166       6,241,600    
                                                           ----------          -------         ----------      ----------    
  End of year                                              $8,569,689          $45,932         $3,878,306      $7,065,970    
                                                           ==========          =======         ==========      ==========    
FOR THE YEAR ENDED DECEMBER 31, 2012                                                                                         

OPERATIONS:                                                                                                                  
  Net investment income (loss)                             $    8,574          $  (185)        $   84,822      $   86,084    
  Net realized gain (loss) on investments                    (105,776)             760              8,142         149,947    
  Capital gain distributions from mutual funds                      -            2,230                  -               -    
  Net change in unrealized appreciation (depreciation)                                                                       
   of investments                                           1,139,560              185            (41,913)        549,812    
                                                           ----------          -------         ----------      ----------    
Increase (decrease) in net assets resulting from                                                                             
  operations                                                1,042,358            2,990             51,051         785,843    
                                                           ----------          -------         ----------      ----------    
PRINCIPAL TRANSACTIONS:                                                                                                      
  Net premiums                                                534,959              107            338,827         508,810    
  Net transfers from (to) other Divisions or fixed                                                                           
   rate option                                               (103,490)             142             19,017          47,118    
  Internal rollovers                                                -                -                  -               -    
  Cost of insurance and other charges                        (306,703)          (1,773)          (216,863)       (333,678)   
  Administrative charges                                      (26,915)               -            (18,618)        (25,348)   
  Policy loans                                                (51,348)               -            (84,249)       (100,099)   
  Death benefits                                                    -                -             (2,066)         (2,742)   
  Withdrawals                                                (423,310)               -           (233,839)       (562,042)   
                                                           ----------          -------         ----------      ----------    
Increase (decrease) in net assets resulting from                                                                             
  principal transactions                                     (376,807)          (1,524)          (197,791)       (467,981)   
                                                           ----------          -------         ----------      ----------    
TOTAL INCREASE (DECREASE) IN NET ASSETS                       665,551            1,466           (146,740)        317,862    

NET ASSETS:                                                                                                                  
  Beginning of year                                         6,139,109           29,625          4,319,906       5,923,738    
                                                           ----------          -------         ----------      ----------    
  End of year                                              $6,804,660          $31,091         $4,173,166      $6,241,600    
                                                           ==========          =======         ==========      ==========    

See accompanying notes. 

VL-R - 12 

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           

STATEMENTS OF CHANGES IN NET ASSETS - CONTINUED                                 
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012                                  

                                                        [Enlarge/Download Table]

                                                                                   Divisions                            
                                                        --------------------------------------------------------------- 
                                                        Franklin Templeton Goldman Sachs Invesco V.I. Core Invesco V.I. 
                                                        Templeton Foreign  VIT Strategic   Equity Fund -    Global Real 
                                                        Securities Fund -  Growth Fund -     Series I      Estate Fund -
                                                             Class 2       Institutional                     Series I   
                                                                              Shares                                    
                                                                                                                        
FOR THE YEAR ENDED DECEMBER 31, 2013                                                                                    

OPERATIONS:                                                                                                             
  Net investment income (loss)                              $  114,622      $    9,482      $   75,471       $  4,219   
  Net realized gain (loss) on investments                      266,095         181,681         407,271          1,403   
  Capital gain distributions from mutual funds                       -         238,625               -              -   
  Net change in unrealized appreciation (depreciation)                                                                  
   of investments                                              963,757       1,307,698       1,647,365         (3,501)  
                                                            ----------      ----------      ----------       --------   
Increase (decrease) in net assets resulting from                                                                        
  operations                                                 1,344,474       1,737,486       2,130,107          2,121   
                                                            ----------      ----------      ----------       --------   
PRINCIPAL TRANSACTIONS:                                                                                                 
  Net premiums                                                 462,474               -         653,555         25,513   
  Net transfers from (to) other Divisions or fixed                                                                      
   rate option                                                 (19,356)         (3,855)        (91,763)           698   
  Internal rollovers                                                 -               -               -            252   
  Cost of insurance and other charges                         (346,657)       (388,429)       (602,344)        (5,922)  
  Administrative charges                                       (20,884)           (133)        (24,768)        (1,289)  
  Policy loans                                                (144,915)             (7)        (31,337)          (190)  
  Death benefits                                                (4,550)              -         (57,016)             -   
  Withdrawals                                                 (302,348)           (898)       (576,337)        (1,488)  
                                                            ----------      ----------      ----------       --------   
Increase (decrease) in net assets resulting from                                                                        
  principal transactions                                      (376,236)       (393,322)       (730,010)        17,574   
                                                            ----------      ----------      ----------       --------   
TOTAL INCREASE (DECREASE) IN NET ASSETS                        968,238       1,344,164       1,400,097         19,695   
NET ASSETS:                                                                                                             
  Beginning of year                                          6,170,381       5,592,047       7,754,263         97,299   
                                                            ----------      ----------      ----------       --------   
  End of year                                               $7,138,619      $6,936,211      $9,154,360       $116,994   
                                                            ==========      ==========      ==========       ========   
FOR THE YEAR ENDED DECEMBER 31, 2012                                                                                    

OPERATIONS:                                                                                                             
  Net investment income (loss)                              $  140,765      $   24,179      $   34,694       $    294   
  Net realized gain (loss) on investments                      (12,150)         44,733         237,295          1,123   
  Capital gain distributions from mutual funds                       -               -               -              -   
  Net change in unrealized appreciation (depreciation)                                                                  
   of investments                                              825,231         884,730         702,358         19,095   
                                                            ----------      ----------      ----------       --------   
Increase (decrease) in net assets resulting from                                                                        
  operations                                                   953,846         953,642         974,347         20,512   
                                                            ----------      ----------      ----------       --------   
PRINCIPAL TRANSACTIONS:                                                                                                 
  Net premiums                                                 490,940               -         756,914         25,490   
  Net transfers from (to) other Divisions or fixed                                                                      
   rate option                                                (120,803)              -        (201,673)        (4,146)  
  Internal rollovers                                                 -               -               -              -   
  Cost of insurance and other charges                         (334,622)       (311,800)       (644,465)       (10,801)  
  Administrative charges                                       (23,033)           (132)        (28,251)        (1,275)  
  Policy loans                                                 (16,919)           (180)        (71,279)          (877)  
  Death benefits                                                (3,113)              -         (53,914)             -   
  Withdrawals                                                 (386,358)            (81)       (605,206)        (1,638)  
                                                            ----------      ----------      ----------       --------   
Increase (decrease) in net assets resulting from                                                                        
  principal transactions                                      (393,908)       (312,193)       (847,874)         6,753   
                                                            ----------      ----------      ----------       --------   
TOTAL INCREASE (DECREASE) IN NET ASSETS                        559,938         641,449         126,473         27,265   

NET ASSETS:                                                                                                             
  Beginning of year                                          5,610,443       4,950,598       7,627,790         70,034   
                                                            ----------      ----------      ----------       --------   
  End of year                                               $6,170,381      $5,592,047      $7,754,263       $ 97,299   
                                                            ==========      ==========      ==========       ========   

See accompanying notes. 

VL-R - 13 

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           

STATEMENTS OF CHANGES IN NET ASSETS - CONTINUED                                 
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012                                  

                                                        [Enlarge/Download Table]

                                                                                    Divisions                             
                                                        ----------------------------------------------------------------- 
                                                          Invesco V.I.      Invesco V.I.    Invesco V.I.    Invesco Van   
                                                           Government     High Yield Fund - International   Kampen V.I.   
                                                        Securities Fund -     Series I      Growth Fund -     American    
                                                            Series I                          Series I    Franchise Fund -
                                                                                                              Series I    
                                                                                                                          
FOR THE YEAR ENDED DECEMBER 31, 2013                                                                                      

OPERATIONS:                                                                                                               
  Net investment income (loss)                              $  2,171         $  104,084      $   56,761        $   (7)    
  Net realized gain (loss) on investments                        664             36,147         331,661           775     
  Capital gain distributions from mutual funds                     -                  -               -             -     
  Net change in unrealized appreciation (depreciation)                                                                    
   of investments                                             (5,614)             7,739       1,089,515         1,176     
                                                            --------         ----------      ----------        ------     
Increase (decrease) in net assets resulting from                                                                          
  operations                                                  (2,779)           147,970       1,477,937         1,944     
                                                            --------         ----------      ----------        ------     
PRINCIPAL TRANSACTIONS:                                                                                                   
  Net premiums                                                   640            191,556         666,759             -     
  Net transfers from (to) other Divisions or fixed                                                                        
   rate option                                                (9,426)           166,189         346,207             -     
  Internal rollovers                                               -                  -             252             -     
  Cost of insurance and other charges                         (1,793)           (46,935)       (443,394)         (514)    
  Administrative charges                                           -             (9,266)        (30,915)            -     
  Policy loans                                                (6,884)            (3,660)       (139,386)            -     
  Death benefits                                                   -               (321)        (25,334)            -     
  Withdrawals                                                      -           (145,446)       (765,280)            -     
                                                            --------         ----------      ----------        ------     
Increase (decrease) in net assets resulting from                                                                          
  principal transactions                                     (17,463)           152,117        (391,091)         (514)    
                                                            --------         ----------      ----------        ------     
TOTAL INCREASE (DECREASE) IN NET ASSETS                      (20,242)           300,087       1,086,846         1,430     
NET ASSETS:                                                                                                               
  Beginning of year                                           91,887          2,269,149       8,335,300         5,234     
                                                            --------         ----------      ----------        ------     
  End of year                                               $ 71,645         $2,569,236      $9,422,146        $6,664     
                                                            ========         ==========      ==========        ======     
FOR THE YEAR ENDED DECEMBER 31, 2012                                                                                      

OPERATIONS:                                                                                                               
  Net investment income (loss)                              $  2,351         $   94,172      $   69,775        $  (34)    
  Net realized gain (loss) on investments                      2,589              6,550          70,746           231     
  Capital gain distributions from mutual funds                     -                  -               -             -     
  Net change in unrealized appreciation (depreciation)                                                                    
   of investments                                             (3,190)           218,377         964,075           490     
                                                            --------         ----------      ----------        ------     
Increase (decrease) in net assets resulting from                                                                          
  operations                                                   1,750            319,099       1,104,596           687     
                                                            --------         ----------      ----------        ------     
PRINCIPAL TRANSACTIONS:                                                                                                   
  Net premiums                                                   960            110,087         773,013             -     
  Net transfers from (to) other Divisions or fixed                                                                        
   rate option                                                   (80)           (40,547)       (163,480)           (1)    
  Internal rollovers                                               -                  -               -             -     
  Cost of insurance and other charges                         (8,494)           (46,813)       (514,574)         (845)    
  Administrative charges                                           -             (5,115)        (35,019)            -     
  Policy loans                                                  (413)             5,054         (61,701)            -     
  Death benefits                                                   -             (3,591)         (9,594)            -     
  Withdrawals                                                   (233)           (46,635)       (475,675)            -     
                                                            --------         ----------      ----------        ------     
Increase (decrease) in net assets resulting from                                                                          
  principal transactions                                      (8,260)           (27,560)       (487,030)         (846)    
                                                            --------         ----------      ----------        ------     
TOTAL INCREASE (DECREASE) IN NET ASSETS                       (6,510)           291,539         617,566          (159)    

NET ASSETS:                                                                                                               
  Beginning of year                                           98,397          1,977,610       7,717,734         5,393     
                                                            --------         ----------      ----------        ------     
  End of year                                               $ 91,887         $2,269,149      $8,335,300        $5,234     
                                                            ========         ==========      ==========        ======     

See accompanying notes. 

VL-R - 14 

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           

STATEMENTS OF CHANGES IN NET ASSETS - CONTINUED                                 
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012                                  

                                                        [Enlarge/Download Table]

                                                                              Divisions                                
                                              ------------------------------------------------------------------------ 
                                               Invesco Van       Janus Aspen          Janus Aspen       Janus Aspen    
                                               Kampen V.I.  Enterprise Portfolio - Forty Portfolio - Overseas Portfolio
                                               Growth and       Service Shares      Service Shares    - Service Shares 
                                              Income Fund -                                                            
                                                Series I                                                               
                                                                                                                       
FOR THE YEAR ENDED DECEMBER 31, 2013                                                                                   

OPERATIONS:                                                                                                            
  Net investment income (loss)                 $   82,619         $   (8,948)          $    622         $   237,090    
  Net realized gain (loss) on investments         631,965            288,867              5,044          (1,153,127)   
  Capital gain distributions from mutual                                                                               
   funds                                           79,568                  -                  -                   -    
  Net change in unrealized appreciation                                                                                
   (depreciation) of investments                1,749,547            965,996             90,010           2,136,413    
                                               ----------         ----------           --------         -----------    
Increase (decrease) in net assets resulting                                                                            
  from operations                               2,543,699          1,245,915             95,676           1,220,376    
                                               ----------         ----------           --------         -----------    
PRINCIPAL TRANSACTIONS:                                                                                                
  Net premiums                                    555,481            295,866             36,366             882,764    
  Net transfers from (to) other Divisions or                                                                           
   fixed rate option                               16,397              6,702             (4,715)           (313,256)   
  Internal rollovers                                    -                  -                252                   -    
  Cost of insurance and other charges            (436,433)          (185,960)           (12,542)           (529,263)   
  Administrative charges                          (25,929)           (14,410)            (1,831)            (41,371)   
  Policy loans                                    (73,699)           (22,336)                 -             (53,689)   
  Death benefits                                   (2,646)              (252)                 -             (13,813)   
  Withdrawals                                    (421,281)          (313,011)            (6,175)           (615,960)   
                                               ----------         ----------           --------         -----------    
Increase (decrease) in net assets resulting                                                                            
  from principal transactions                    (388,110)          (233,401)            11,355            (684,588)   
                                               ----------         ----------           --------         -----------    
TOTAL INCREASE (DECREASE) IN NET ASSETS         2,155,589          1,012,514            107,031             535,788    

NET ASSETS:                                                                                                            
  Beginning of year                             7,796,561          4,068,669            309,675           9,503,268    
                                               ----------         ----------           --------         -----------    
  End of year                                  $9,952,150         $5,081,183           $416,706         $10,039,056    
                                               ==========         ==========           ========         ===========    
FOR THE YEAR ENDED DECEMBER 31, 2012                                                                                   

OPERATIONS:                                                                                                            
  Net investment income (loss)                 $   69,452         $  (24,034)          $    493         $       231    
  Net realized gain (loss) on investments         217,091            176,370              1,927          (1,207,404)   
  Capital gain distributions from mutual                                                                               
   funds                                                -                  -                  -           1,003,932    
  Net change in unrealized appreciation                                                                                
   (depreciation) of investments                  721,508            464,505             53,650           1,307,579    
                                               ----------         ----------           --------         -----------    
Increase (decrease) in net assets resulting                                                                            
  from operations                               1,008,051            616,841             56,070           1,104,338    
                                               ----------         ----------           --------         -----------    
PRINCIPAL TRANSACTIONS:                                                                                                
  Net premiums                                    640,113            313,113             33,301             993,419    
  Net transfers from (to) other Divisions or                                                                           
   fixed rate option                             (131,551)           (97,630)              (509)           (600,654)   
  Internal rollovers                                    -                  -                  -                   -    
  Cost of insurance and other charges            (457,833)          (183,693)           (17,232)           (559,404)   
  Administrative charges                          (30,183)           (15,289)            (1,665)            (47,364)   
  Policy loans                                    (51,818)           (46,829)                 -            (105,305)   
  Death benefits                                   (3,406)            (2,578)                 -             (31,768)   
  Withdrawals                                    (649,391)          (376,454)              (514)           (613,991)   
                                               ----------         ----------           --------         -----------    
Increase (decrease) in net assets resulting                                                                            
  from principal transactions                    (684,069)          (409,360)            13,381            (965,067)   
                                               ----------         ----------           --------         -----------    
TOTAL INCREASE (DECREASE) IN NET ASSETS           323,982            207,481             69,451             139,271    

NET ASSETS:                                                                                                            
  Beginning of year                             7,472,579          3,861,188            240,224           9,363,997    
                                               ----------         ----------           --------         -----------    
  End of year                                  $7,796,561         $4,068,669           $309,675         $ 9,503,268    
                                               ==========         ==========           ========         ===========    

See accompanying notes. 

VL-R - 15 

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           

STATEMENTS OF CHANGES IN NET ASSETS - CONTINUED                                 
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012                                  

                                                        [Enlarge/Download Table]

                                                                                Divisions                                   
                                              ----------------------------------------------------------------------------- 
                                                  Janus Aspen          JPMorgan            JPMorgan           JPMorgan      
                                                   Worldwide        Insurance Trust    Insurance Trust     Insurance Trust  
                                              Portfolio - Service      Core Bond        International       Mid Cap Value   
                                                    Shares        Portfolio - Class 1 Equity Portfolio - Portfolio - Class 1
                                                                                           Class 1                          
                                                                                                                            
FOR THE YEAR ENDED DECEMBER 31, 2013                                                                                        

OPERATIONS:                                                                                                                 
  Net investment income (loss)                    $   16,261            $ 3,252            $   830            $   3,549     
  Net realized gain (loss) on investments            129,468               (245)             1,326               61,074     
  Capital gain distributions from mutual                                                                                    
   funds                                                   -                  -                  -                8,864     
  Net change in unrealized appreciation                                                                                     
   (depreciation) of investments                     556,534             (4,695)             6,141              134,161     
                                                  ----------            -------            -------            ---------     
Increase (decrease) in net assets resulting                                                                                 
  from operations                                    702,263             (1,688)             8,297              207,648     
                                                  ----------            -------            -------            ---------     
PRINCIPAL TRANSACTIONS:                                                                                                     
  Net premiums                                       288,642             18,189             11,494                    -     
  Net transfers from (to) other Divisions or                                                                                
   fixed rate option                                 (15,228)             2,408                (82)             (76,785)    
  Internal rollovers                                       -                  -                  -                    -     
  Cost of insurance and other charges               (182,637)            (8,106)            (6,807)             (17,874)    
  Administrative charges                             (13,022)              (909)              (575)                 (16)    
  Policy loans                                       (18,566)               108             (1,775)             (38,156)    
  Death benefits                                     (16,330)                 -                  -                    -     
  Withdrawals                                       (213,404)            (1,689)            (1,116)             (14,939)    
                                                  ----------            -------            -------            ---------     
Increase (decrease) in net assets resulting                                                                                 
  from principal transactions                       (170,545)            10,001              1,139             (147,770)    
                                                  ----------            -------            -------            ---------     
TOTAL INCREASE (DECREASE) IN NET ASSETS              531,718              8,313              9,436               59,878     

NET ASSETS:                                                                                                                 
  Beginning of year                                2,642,859             81,396             54,352              710,812     
                                                  ----------            -------            -------            ---------     
  End of year                                     $3,174,577            $89,709            $63,788            $ 770,690     
                                                  ==========            =======            =======            =========     
FOR THE YEAR ENDED DECEMBER 31, 2012                                                                                        

OPERATIONS:                                                                                                                 
  Net investment income (loss)                    $    5,043            $ 2,991            $   846            $   2,798     
  Net realized gain (loss) on investments            (43,262)                24                 16               35,129     
  Capital gain distributions from mutual                                                                                    
   funds                                                   -                  -                  -                    -     
  Net change in unrealized appreciation                                                                                     
   (depreciation) of investments                     495,584                615              8,502               84,908     
                                                  ----------            -------            -------            ---------     
Increase (decrease) in net assets resulting                                                                                 
  from operations                                    457,365              3,630              9,364              122,835     
                                                  ----------            -------            -------            ---------     
PRINCIPAL TRANSACTIONS:                                                                                                     
  Net premiums                                       274,480             17,191             10,834                    -     
  Net transfers from (to) other Divisions or                                                                                
   fixed rate option                                (196,966)            (3,305)               519               (5,110)    
  Internal rollovers                                       -                  -                  -                    -     
  Cost of insurance and other charges               (161,925)            (9,567)            (9,345)             (18,949)    
  Administrative charges                             (13,304)              (859)              (542)                 (19)    
   Policy loans                                      (18,147)              (612)            (1,461)              (5,190)    
  Death benefits                                      (3,814)                 -                  -                    -     
  Withdrawals                                       (223,519)            (2,050)              (215)             (28,488)    
                                                  ----------            -------            -------            ---------     
  Increase (decrease) in net assets                                                                                         
   resulting from principal transactions            (343,195)               798               (210)             (57,756)    
                                                  ----------            -------            -------            ---------     
TOTAL INCREASE (DECREASE) IN NET ASSETS              114,170              4,428              9,154               65,079     

NET ASSETS:                                                                                                                 
  Beginning of year                                2,528,689             76,968             45,198              645,733     
                                                  ----------            -------            -------            ---------     
  End of year                                     $2,642,859            $81,396            $54,352            $ 710,812     
                                                  ==========            =======            =======            =========     

See accompanying notes. 

VL-R - 16 

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           

STATEMENTS OF CHANGES IN NET ASSETS - CONTINUED                                 
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012                                  

                                                        [Enlarge/Download Table]

                                                                             Divisions                               
                                              ---------------------------------------------------------------------- 
                                                   JPMorgan        MFS VIT Core    MFS VIT Growth     MFS VIT New    
                                                Insurance Trust   Equity Series - Series - Initial Discovery Series -
                                                Small Cap Core     Initial Class       Class         Initial Class   
                                              Portfolio - Class 1                                                    
                                                                                                                     
FOR THE YEAR ENDED DECEMBER 31, 2013                                                                                 

OPERATIONS:                                                                                                          
  Net investment income (loss)                    $   (2,344)       $   17,051      $   (26,632)       $  (30,317)   
  Net realized gain (loss) on investments            307,742           314,863          648,388           123,189    
  Capital gain distributions from mutual                                                                             
   funds                                                   -                 -           72,726            43,887    
  Net change in unrealized appreciation                                                                              
   (depreciation) of investments                     791,633           697,859        2,341,618         1,674,925    
                                                  ----------        ----------      -----------        ----------    
Increase (decrease) in net assets resulting                                                                          
  from operations                                  1,097,031         1,029,773        3,036,100         1,811,684    
                                                  ----------        ----------      -----------        ----------    
PRINCIPAL TRANSACTIONS:                                                                                              
  Net premiums                                       258,218           320,961          718,704           340,470    
  Net transfers from (to) other Divisions or                                                                         
   fixed rate option                                 (77,996)          (23,687)         175,777            94,258    
  Internal rollovers                                       -                 -                -                 -    
  Cost of insurance and other charges               (135,840)         (211,992)        (630,793)         (225,230)   
  Administrative charges                             (12,511)          (14,762)         (27,694)          (16,391)   
  Policy loans                                       (43,433)          (18,954)         (27,399)          (40,021)   
  Death benefits                                      (6,702)          (33,469)         (11,154)          (18,467)   
  Withdrawals                                       (278,633)         (322,939)        (711,022)         (433,157)   
                                                  ----------        ----------      -----------        ----------    
Increase (decrease) in net assets resulting                                                                          
  from principal transactions                       (296,897)         (304,842)        (513,581)         (298,538)   
                                                  ----------        ----------      -----------        ----------    
TOTAL INCREASE (DECREASE) IN NET ASSETS              800,134           724,931        2,522,519         1,513,146    

NET ASSETS:                                                                                                          
  Beginning of year                                2,763,083         3,169,925        8,544,313         4,558,624    
                                                  ----------        ----------      -----------        ----------    
  End of year                                     $3,563,217        $3,894,856      $11,066,832        $6,071,770    
                                                  ==========        ==========      ===========        ==========    
FOR THE YEAR ENDED DECEMBER 31, 2012                                                                                 

OPERATIONS:                                                                                                          
  Net investment income (loss)                    $  (12,190)       $    6,706      $   (45,466)       $  (27,439)   
  Net realized gain (loss) on investments             83,815           128,570          300,233          (151,562)   
  Capital gain distributions from mutual                                                                             
   funds                                                   -                 -                -           414,688    
  Net change in unrealized appreciation                                                                              
   (depreciation) of investments                     388,676           321,344        1,065,529           579,282    
                                                  ----------        ----------      -----------        ----------    
Increase (decrease) in net assets resulting                                                                          
  from operations                                    460,301           456,620        1,320,296           814,969    
                                                  ----------        ----------      -----------        ----------    
PRINCIPAL TRANSACTIONS:                                                                                              
  Net premiums                                       299,716           289,995          767,786           348,537    
  Net transfers from (to) other Divisions or                                                                         
   fixed rate option                                 (48,542)          (88,721)        (357,382)          (20,818)   
  Internal rollovers                                       -                 -                -                 -    
  Cost of insurance and other charges               (158,478)         (204,628)        (648,541)         (227,203)   
  Administrative charges                             (14,685)          (13,746)         (28,606)          (17,180)   
  Policy loans                                       (21,515)          (16,404)         (86,986)           (6,098)   
  Death benefits                                     (14,144)          (12,349)         (10,652)          (11,235)   
  Withdrawals                                       (184,020)         (266,272)        (628,040)         (391,562)   
                                                  ----------        ----------      -----------        ----------    
Increase (decrease) in net assets resulting                                                                          
  from principal transactions                       (141,668)         (312,125)        (992,421)         (325,559)   
                                                  ----------        ----------      -----------        ----------    
TOTAL INCREASE (DECREASE) IN NET ASSETS              318,633           144,495          327,875           489,410    

NET ASSETS:                                                                                                          
  Beginning of year                                2,444,450         3,025,430        8,216,438         4,069,214    
                                                  ----------        ----------      -----------        ----------    
  End of year                                     $2,763,083        $3,169,925      $ 8,544,313        $4,558,624    
                                                  ==========        ==========      ===========        ==========    

See accompanying notes. 

VL-R - 17 

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           

STATEMENTS OF CHANGES IN NET ASSETS - CONTINUED                                 
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012                                  

                                                        [Enlarge/Download Table]

                                                                                       Divisions                               
                                                        ---------------------------------------------------------------------- 
                                                             MFS VIT       MFS VIT Total       Neuberger          Neuberger    
                                                        Research Series - Return Series -   Berman AMT Mid-      Berman AMT    
                                                          Initial Class    Initial Class      Cap Growth          Large Cap    
                                                                                          Portfolio - Class I Value Portfolio -
                                                                                                                   Class I     
                                                                                                                               

FOR THE YEAR ENDED DECEMBER 31, 2013                                                                                           

OPERATIONS:                                                                                                                    
  Net investment income (loss)                             $   (4,996)       $  5,495         $  (28,567)          $   218     
  Net realized gain (loss) on investments                     143,753          28,174            388,214             3,810     
  Capital gain distributions from mutual funds                  5,738               -                  -                 -     
  Net change in unrealized appreciation (depreciation)                                                                         
   of investments                                             497,403          44,729          1,079,848             4,323     
                                                           ----------        --------         ----------           -------     
Increase (decrease) in net assets resulting from                                                                               
  operations                                                  641,898          78,398          1,439,495             8,351     
                                                           ----------        --------         ----------           -------     
PRINCIPAL TRANSACTIONS:                                                                                                        
  Net premiums                                                209,880             933            363,436               200     
  Net transfers from (to) other Divisions or fixed                                                                             
   rate option                                                 76,048             449            (35,173)            6,057     
  Internal rollovers                                                -               -                  -                 -     
  Cost of insurance and other charges                        (150,559)        (35,660)          (241,117)           (3,085)    
  Administrative charges                                       (9,996)              -            (17,606)                -     
  Policy loans                                                 (5,233)            (36)           (26,992)             (212)    
  Death benefits                                               (3,133)              -            (54,067)           (2,324)    
  Withdrawals                                                (109,763)         (6,824)          (250,127)           (1,916)    
                                                           ----------        --------         ----------           -------     
Increase (decrease) in net assets resulting from                                                                               
  principal transactions                                        7,244         (41,138)          (261,646)           (1,280)    
                                                           ----------        --------         ----------           -------     
TOTAL INCREASE (DECREASE) IN NET ASSETS                       649,142          37,260          1,177,849             7,071     

NET ASSETS:                                                                                                                    
  Beginning of year                                         2,043,000         446,828          4,618,123            28,183     
                                                           ----------        --------         ----------           -------     
  End of year                                              $2,692,142        $484,088         $5,795,972           $35,254     
                                                           ==========        ========         ==========           =======     
FOR THE YEAR ENDED DECEMBER 31, 2012                                                                                           

OPERATIONS:                                                                                                                    
  Net investment income (loss)                             $    4,197        $ 10,109         $  (27,849)          $   (29)    
  Net realized gain (loss) on investments                      83,292          10,788            208,813              (340)    
  Capital gain distributions from mutual funds                      -               -                  -                 -     
  Net change in unrealized appreciation (depreciation)                                                                         
   of investments                                             215,783          26,702            330,861             4,470     
                                                           ----------        --------         ----------           -------     
Increase (decrease) in net assets resulting from                                                                               
  operations                                                  303,272          47,599            511,825             4,101     
                                                           ----------        --------         ----------           -------     
PRINCIPAL TRANSACTIONS:                                                                                                        
  Net premiums                                                210,383             933            390,078                79     
  Net transfers from (to) other Divisions or fixed                                                                             
   rate option                                                (23,399)         (2,309)            87,562               (79)    
  Internal rollovers                                                -               -                  -                 -     
  Cost of insurance and other charges                        (153,396)        (38,451)          (255,329)           (2,847)    
  Administrative charges                                      (10,064)              -            (18,766)                -     
  Policy loans                                                 (4,126)            (34)           (41,222)              (57)    
  Death benefits                                              (48,525)              -            (17,999)                -     
  Withdrawals                                                (109,773)        (35,459)          (280,697)                -     
                                                           ----------        --------         ----------           -------     
Increase (decrease) in net assets resulting from                                                                               
  principal transactions                                     (138,900)        (75,320)          (136,373)           (2,904)    
                                                           ----------        --------         ----------           -------     
TOTAL INCREASE (DECREASE) IN NET ASSETS                       164,372         (27,721)           375,452             1,197     

NET ASSETS:                                                                                                                    
  Beginning of year                                         1,878,628         474,549          4,242,671            26,986     
                                                           ----------        --------         ----------           -------     
  End of year                                              $2,043,000        $446,828         $4,618,123           $28,183     
                                                           ==========        ========         ==========           =======     

See accompanying notes. 

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           

STATEMENTS OF CHANGES IN NET ASSETS - CONTINUED                                 
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012                                  

                                                        [Enlarge/Download Table]

                                                                                       Divisions                                
                                                        ----------------------------------------------------------------------- 
                                                           Neuberger Berman      Oppenheimer     Oppenheimer      Oppenheimer   
                                                             AMT Socially      Global Strategic    Balanced    Global Securities
                                                        Responsive Portfolio -  Income Fund/VA  Fund/VA - Non-  Fund/VA - Non-  
                                                               Class I          (Non-Service)   Service Shares  Service Shares  
                                                                                                                                

FOR THE YEAR ENDED DECEMBER 31, 2013                                                                                            

OPERATIONS:                                                                                                                     
  Net investment income (loss)                                 $    84             $  1,937       $   24,763      $   48,359    
  Net realized gain (loss) on investments                          194               (1,613)          54,275         307,485    
  Capital gain distributions from mutual funds                       -                    -                -               -    
  Net change in unrealized appreciation (depreciation)                                                                          
   of investments                                               18,499                 (903)          92,383       1,138,564    
                                                               -------             --------       ----------      ----------    
Increase (decrease) in net assets resulting from                                                                                
  operations                                                    18,777                 (579)         171,421       1,494,408    
                                                               -------             --------       ----------      ----------    
PRINCIPAL TRANSACTIONS:                                                                                                         
  Net premiums                                                   8,639                4,000          154,263         522,863    
  Net transfers from (to) other Divisions or fixed                                                                              
   rate option                                                      (4)             (40,134)          (7,045)        120,556    
  Internal rollovers                                                 -                    -                -             252    
  Cost of insurance and other charges                             (601)              (2,536)         (80,954)       (260,198)   
  Administrative charges                                          (714)                   -           (7,870)        (26,516)   
  Policy loans                                                       -                  186           (5,734)       (135,145)   
  Death benefits                                                     -                    -                -         (12,012)   
  Withdrawals                                                        -                    -          (73,046)       (321,852)   
                                                               -------             --------       ----------      ----------    
Increase (decrease) in net assets resulting from                                                                                
  principal transactions                                         7,320              (38,484)         (20,386)       (112,052)   
                                                               -------             --------       ----------      ----------    
TOTAL INCREASE (DECREASE) IN NET ASSETS                         26,097              (39,063)         151,035       1,382,356    

NET ASSETS:                                                                                                                     
  Beginning of year                                             48,236               44,134        1,389,796       5,596,885    
                                                               -------             --------       ----------      ----------    
  End of year                                                  $74,333             $  5,071       $1,540,831      $6,979,241    
                                                               =======             ========       ==========      ==========    
FOR THE YEAR ENDED DECEMBER 31, 2012                                                                                            

OPERATIONS:                                                                                                                     
  Net investment income (loss)                                 $  (148)            $    (56)      $    8,296      $   79,331    
  Net realized gain (loss) on investments                           49                    2           16,678          93,718    
  Capital gain distributions from mutual funds                       -                    -                -               -    
  Net change in unrealized appreciation (depreciation)                                                                          
   of investments                                                4,168                  775          118,298         806,359    
                                                               -------             --------       ----------      ----------    
Increase (decrease) in net assets resulting from                                                                                
  operations                                                     4,069                  721          143,272         979,408    
                                                               -------             --------       ----------      ----------    
PRINCIPAL TRANSACTIONS:                                                                                                         
  Net premiums                                                   8,612                  667          226,489         599,838    
  Net transfers from (to) other Divisions or fixed                                                                              
   rate option                                                      18               43,104            4,037        (153,798)   
  Internal rollovers                                                 -                    -                -               -    
  Cost of insurance and other charges                             (686)                (386)         (92,954)       (296,818)   
  Administrative charges                                          (713)                   -          (11,552)        (30,615)   
  Policy loans                                                       -                   28           (9,268)        (41,020)   
  Death benefits                                                     -                    -             (469)         (2,193)   
  Withdrawals                                                        -                    -         (110,662)       (352,664)   
                                                               -------             --------       ----------      ----------    
Increase (decrease) in net assets resulting from                                                                                
  principal transactions                                         7,231               43,413            5,621        (277,270)   
                                                               -------             --------       ----------      ----------    
TOTAL INCREASE (DECREASE) IN NET ASSETS                         11,300               44,134          148,893         702,138    

NET ASSETS:                                                                                                                     
  Beginning of year                                             36,936                    -        1,240,903       4,894,747    
                                                               -------             --------       ----------      ----------    
  End of year                                                  $48,236             $ 44,134       $1,389,796      $5,596,885    
                                                               =======             ========       ==========      ==========    

See accompanying notes. 

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           

STATEMENTS OF CHANGES IN NET ASSETS - CONTINUED                                 
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012                                  

                                                        [Enlarge/Download Table]

                                                                                           Divisions                             
                                                               ----------------------------------------------------------------- 
                                                                Oppenheimer      PIMCO VIT    PIMCO VIT Global   PIMCO VIT Real  
                                                                High Income    CommodityReal   Bond Portfolio  Return Portfolio -
                                                               Fund/VA - Non- Return Strategy   (Unhedged) -     Administrative  
                                                               Service Shares   Portfolio -    Administrative        Class       
                                                                              Administrative       Class                         
                                                                                   Class                                         
                                                                                                                                 

FOR THE YEAR ENDED DECEMBER 31, 2013                                                                                             

OPERATIONS:                                                                                                                      
 Net investment income (loss)                                     $      -      $   15,908        $   348         $   145,339    
 Net realized gain (loss) on investments                                 -        (172,256)          (434)           (129,992)   
 Capital gain distributions from mutual funds                            -               -            410              98,891    
 Net change in unrealized appreciation (depreciation) of                                                                         
   investments                                                           -         (78,792)        (5,602)         (1,582,541)   
                                                                  --------      ----------        -------         -----------    
Increase (decrease) in net assets resulting from operations              -        (235,140)        (5,278)         (1,468,303)   
                                                                  --------      ----------        -------         -----------    
PRINCIPAL TRANSACTIONS:                                                                                                          
 Net premiums                                                            -         161,864         15,978             928,974    
 Net transfers from (to) other Divisions or fixed rate option            -         (27,327)           939            (239,991)   
 Internal rollovers                                                      -             252              -                   -    
 Cost of insurance and other charges                                     -         (94,350)        (6,619)           (831,069)   
 Administrative charges                                                  -          (8,304)          (799)            (43,399)   
 Policy loans                                                            -          (2,191)             -             (58,823)   
 Death benefits                                                          -          (1,529)             -             (20,374)   
 Withdrawals                                                             -         (73,511)          (270)           (933,382)   
                                                                  --------      ----------        -------         -----------    
Increase (decrease) in net assets resulting from principal                                                                       
  transactions                                                           -         (45,096)         9,229          (1,198,064)   
                                                                  --------      ----------        -------         -----------    
TOTAL INCREASE (DECREASE) IN NET ASSETS                                  -        (280,236)         3,951          (2,666,367)   

NET ASSETS:                                                                                                                      
 Beginning of year                                                       -       1,542,031         54,581          14,799,219    
                                                                  --------      ----------        -------         -----------    
 End of year                                                      $      -      $1,261,795        $58,532         $12,132,852    
                                                                  ========      ==========        =======         ===========    
FOR THE YEAR ENDED DECEMBER 31, 2012                                                                                             

OPERATIONS:                                                                                                                      
 Net investment income (loss)                                     $  6,837      $   33,766        $   646         $    67,132    
 Net realized gain (loss) on investments                            (8,324)       (111,495)           522             385,685    
 Capital gain distributions from mutual funds                            -          50,180          3,118             741,649    
 Net change in unrealized appreciation (depreciation) of                                                                         
   investments                                                       4,863         101,531           (870)            (33,066)   
                                                                  --------      ----------        -------         -----------    
Increase (decrease) in net assets resulting from operations          3,376          73,982          3,416           1,161,400    
                                                                  --------      ----------        -------         -----------    
PRINCIPAL TRANSACTIONS:                                                                                                          
 Net premiums                                                        4,183         172,726         15,086             966,390    
 Net transfers from (to) other Divisions or fixed rate option      (64,349)         (4,327)        (4,047)            534,386    
 Internal rollovers                                                      -               -              -                   -    
 Cost of insurance and other charges                                (2,596)        (98,953)        (8,238)           (778,626)   
 Administrative charges                                                  -          (8,843)          (755)            (45,969)   
 Policy loans                                                          149         (20,561)             -            (165,786)   
 Death benefits                                                          -          (3,970)             -             (36,735)   
 Withdrawals                                                            (1)       (206,564)          (437)         (1,089,142)   
                                                                  --------      ----------        -------         -----------    
Increase (decrease) in net assets resulting from principal                                                                       
  transactions                                                     (62,614)       (170,492)         1,609            (615,482)   
                                                                  --------      ----------        -------         -----------    
TOTAL INCREASE (DECREASE) IN NET ASSETS                            (59,238)        (96,510)         5,025             545,918    

NET ASSETS:                                                                                                                      
 Beginning of year                                                  59,238       1,638,541         49,556          14,253,301    
                                                                  --------      ----------        -------         -----------    
 End of year                                                      $      -      $1,542,031        $54,581         $14,799,219    
                                                                  ========      ==========        =======         ===========    

See accompanying notes. 

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           

STATEMENTS OF CHANGES IN NET ASSETS - CONTINUED                                 
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012                                  

                                                        [Enlarge/Download Table]

                                                                                       Divisions                               
                                                        ---------------------------------------------------------------------- 
                                                        PIMCO VIT Short-  PIMCO VIT Total    Pioneer Fund     Pioneer Growth   
                                                        Term Portfolio - Return Portfolio - VCT Portfolio -  Opportunities VCT 
                                                         Administrative    Administrative       Class I     Portfolio - Class I
                                                             Class             Class                                           
                                                                                                                               

FOR THE YEAR ENDED DECEMBER 31, 2013                                                                                           

OPERATIONS:                                                                                                                    
  Net investment income (loss)                            $     9,353       $   271,428       $   12,608        $  (13,085)    
  Net realized gain (loss) on investments                      28,934           (26,863)          65,255           120,225     
  Capital gain distributions from mutual funds                      -           140,442           76,613           116,151     
  Net change in unrealized appreciation (depreciation)                                                                         
   of investments                                             (37,214)         (835,931)         309,488           723,956     
                                                          -----------       -----------       ----------        ----------     
Increase (decrease) in net assets resulting from                                                                               
  operations                                                    1,073          (450,924)         463,964           947,247     
                                                          -----------       -----------       ----------        ----------     
PRINCIPAL TRANSACTIONS:                                                                                                        
  Net premiums                                                384,243         1,274,065           90,321           158,204     
  Net transfers from (to) other Divisions or fixed                                                                             
   rate option                                                (54,470)         (346,916)         (14,086)          (15,059)    
  Internal rollovers                                                -                 -                -                 -     
  Cost of insurance and other charges                        (239,196)       (1,013,886)         (88,594)         (164,139)    
  Administrative charges                                      (19,258)          (62,598)          (3,084)           (5,982)    
  Policy loans                                                 (7,045)          (38,133)           1,115            (7,806)    
  Death benefits                                               (9,408)          (46,495)         (20,410)                -     
  Withdrawals                                              (1,895,422)       (1,167,971)        (274,184)         (253,912)    
                                                          -----------       -----------       ----------        ----------     
Increase (decrease) in net assets resulting from                                                                               
  principal transactions                                   (1,840,556)       (1,401,934)        (308,922)         (288,694)    
                                                          -----------       -----------       ----------        ----------     
TOTAL INCREASE (DECREASE) IN NET ASSETS                    (1,839,483)       (1,852,858)         155,042           658,553     

NET ASSETS:                                                                                                                    
  Beginning of year                                         6,644,323        17,972,323        1,516,410         2,379,278     
                                                          -----------       -----------       ----------        ----------     
  End of year                                             $ 4,804,840       $16,119,465       $1,671,452        $3,037,831     
                                                          ===========       ===========       ==========        ==========     
FOR THE YEAR ENDED DECEMBER 31, 2012                                                                                           

OPERATIONS:                                                                                                                    
  Net investment income (loss)                            $    17,640       $   343,385       $   16,543        $  (13,286)    
  Net realized gain (loss) on investments                      (7,474)            4,272          (11,300)           88,881     
  Capital gain distributions from mutual funds                 12,143           336,656           51,889                 -     
  Net change in unrealized appreciation (depreciation)                                                                         
   of investments                                             130,381           814,235           85,850            87,808     
                                                          -----------       -----------       ----------        ----------     
Increase (decrease) in net assets resulting from                                                                               
  operations                                                  152,690         1,498,548          142,982           163,403     
                                                          -----------       -----------       ----------        ----------     
PRINCIPAL TRANSACTIONS:                                                                                                        
  Net premiums                                                410,418         1,332,873          102,284           188,892     
  Net transfers from (to) other Divisions or fixed                                                                             
   rate option                                                318,843         1,600,329           (8,173)         (106,927)    
  Internal rollovers                                                -                 -                -                 -     
  Cost of insurance and other charges                        (283,447)       (1,011,309)         (96,808)         (173,079)    
  Administrative charges                                      (20,497)          (65,090)          (3,474)           (7,298)    
  Policy loans                                                (20,419)          (93,951)          (9,278)          (21,103)    
  Death benefits                                              (27,876)          (25,650)          (7,015)           (4,281)    
  Withdrawals                                              (3,699,081)       (1,847,458)        (104,556)         (142,815)    
                                                          -----------       -----------       ----------        ----------     
Increase (decrease) in net assets resulting from                                                                               
  principal transactions                                   (3,322,059)         (110,256)        (127,020)         (266,611)    
                                                          -----------       -----------       ----------        ----------     
TOTAL INCREASE (DECREASE) IN NET ASSETS                    (3,169,369)        1,388,292           15,962          (103,208)    

NET ASSETS:                                                                                                                    
  Beginning of year                                         9,813,692        16,584,031        1,500,448         2,482,486     
                                                          -----------       -----------       ----------        ----------     
  End of year                                             $ 6,644,323       $17,972,323       $1,516,410        $2,379,278     
                                                          ===========       ===========       ==========        ==========     

See accompanying notes. 

VL-R - 21 

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           

STATEMENTS OF CHANGES IN NET ASSETS - CONTINUED                                 
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012                                  

                                                        [Enlarge/Download Table]

                                                                                         Divisions                             
                                                             ----------------------------------------------------------------- 
                                                               Pioneer Mid Cap       Putnam VT        Putnam VT     Putnam VT  
                                                                  Value VCT      Diversified Income  Growth and   International
                                                             Portfolio - Class I  Fund - Class IB   Income Fund - Value Fund - 
                                                                                                      Class IB      Class IB   
                                                                                                                               

FOR THE YEAR ENDED DECEMBER 31, 2013                                                                                           

OPERATIONS:                                                                                                                    
  Net investment income (loss)                                   $    3,124          $  185,883      $   129,381   $   94,156  
  Net realized gain (loss) on investments                            53,819             (15,051)         587,313      157,763  
  Capital gain distributions from mutual funds                            -                   -                -            -  
  Net change in unrealized appreciation (depreciation) of                                                                      
   investments                                                      213,898             310,544        2,603,908      696,571  
                                                                 ----------          ----------      -----------   ----------  
Increase (decrease) in net assets resulting from operations         270,841             481,376        3,320,602      948,490  
                                                                 ----------          ----------      -----------   ----------  
PRINCIPAL TRANSACTIONS:                                                                                                        
  Net premiums                                                       95,962             201,815          729,779      503,811  
  Net transfers from (to) other Divisions or fixed rate                                                                        
   option                                                           (30,781)            (53,659)         (38,363)      43,190  
  Internal rollovers                                                      -                   -                -            -  
  Cost of insurance and other charges                               (32,786)           (287,799)        (667,117)    (295,983) 
  Administrative charges                                             (4,844)            (10,620)         (33,675)     (23,576) 
  Policy loans                                                       (8,476)            (30,241)         (32,775)    (102,142) 
  Death benefits                                                          -                (185)         (33,400)      (5,533) 
  Withdrawals                                                       (17,556)           (242,931)        (545,855)    (392,084) 
                                                                 ----------          ----------      -----------   ----------  
Increase (decrease) in net assets resulting from principal                                                                     
  transactions                                                        1,519            (423,620)        (621,406)    (272,317) 
                                                                 ----------          ----------      -----------   ----------  
TOTAL INCREASE (DECREASE) IN NET ASSETS                             272,360              57,756        2,699,196      676,173  

NET ASSETS:                                                                                                                    
  Beginning of year                                                 873,297           6,829,890        9,733,019    4,530,628  
                                                                 ----------          ----------      -----------   ----------  
  End of year                                                    $1,145,657          $6,887,646      $12,432,215   $5,206,801  
                                                                 ==========          ==========      ===========   ==========  
FOR THE YEAR ENDED DECEMBER 31, 2012                                                                                           

OPERATIONS:                                                                                                                    
  Net investment income (loss)                                   $    2,871          $  334,253      $   112,417   $   99,779  
  Net realized gain (loss) on investments                            21,776            (120,921)         207,138      (40,930) 
  Capital gain distributions from mutual funds                            -                   -                -            -  
  Net change in unrealized appreciation (depreciation) of                                                                      
   investments                                                       58,415             474,465        1,272,680      749,909  
                                                                 ----------          ----------      -----------   ----------  
Increase (decrease) in net assets resulting from operations          83,062             687,797        1,592,235      808,758  
                                                                 ----------          ----------      -----------   ----------  
PRINCIPAL TRANSACTIONS:                                                                                                        
  Net premiums                                                       88,167             273,074          797,415      545,525  
  Net transfers from (to) other Divisions or fixed rate                                                                        
   option                                                           (33,421)            123,414          (95,822)    (121,466) 
  Internal rollovers                                                      -                   -                -            -  
  Cost of insurance and other charges                               (40,043)           (297,571)        (682,559)    (348,914) 
  Administrative charges                                             (4,452)            (14,210)         (36,874)     (25,525) 
  Policy loans                                                      (22,440)             18,515          (49,895)      21,819  
  Death benefits                                                          -                (368)         (40,203)      (7,564) 
  Withdrawals                                                       (18,072)           (228,402)        (646,177)    (342,556) 
                                                                 ----------          ----------      -----------   ----------  
Increase (decrease) in net assets resulting from principal                                                                     
  transactions                                                      (30,261)           (125,548)        (754,115)    (278,681) 
                                                                 ----------          ----------      -----------   ----------  
TOTAL INCREASE (DECREASE) IN NET ASSETS                              52,801             562,249          838,120      530,077  

NET ASSETS:                                                                                                                    
  Beginning of year                                                 820,496           6,267,641        8,894,899    4,000,551  
                                                                 ----------          ----------      -----------   ----------  
  End of year                                                    $  873,297          $6,829,890      $ 9,733,019   $4,530,628  
                                                                 ==========          ==========      ===========   ==========  

See accompanying notes. 

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           

STATEMENTS OF CHANGES IN NET ASSETS - CONTINUED                                 
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012                                  

                                                        [Enlarge/Download Table]

                                                                                          Divisions                              
                                                             ------------------------------------------------------------------- 
                                                             Putnam VT Multi-  Putnam VT Small    Putnam VT        SunAmerica    
                                                             Cap Growth Fund - Cap Value Fund - Voyager Fund -     Aggressive    
                                                                 Class IB          Class IB        Class IB    Growth Portfolio -
                                                                                                                    Class 1      
                                                                                                                                 

FOR THE YEAR ENDED DECEMBER 31, 2013                                                                                             

OPERATIONS:                                                                                                                      
  Net investment income (loss)                                    $   (23)         $    752        $    180        $   (8,361)   
  Net realized gain (loss) on investments                           2,092             7,608          16,815           169,239    
  Capital gain distributions from mutual funds                          -             3,102               -                 -    
  Net change in unrealized appreciation (depreciation) of                                                                        
   investments                                                     10,012            62,298          33,082           292,382    
                                                                  -------          --------        --------        ----------    
Increase (decrease) in net assets resulting from operations        12,081            73,760          50,077           453,260    
                                                                  -------          --------        --------        ----------    
PRINCIPAL TRANSACTIONS:                                                                                                          
  Net premiums                                                        200             7,754           1,027           142,567    
  Net transfers from (to) other Divisions or fixed rate                                                                          
   option                                                           6,920            19,632          52,851            22,816    
  Internal rollovers                                                    -               252               -                 -    
  Cost of insurance and other charges                              (1,416)          (10,017)         (8,407)          (58,609)   
  Administrative charges                                                -              (351)              -            (7,091)   
  Policy loans                                                       (214)             (231)              7           (18,127)   
  Death benefits                                                        -                 -               -            (1,666)   
  Withdrawals                                                           -              (820)         (2,073)          (76,279)   
                                                                  -------          --------        --------        ----------    
Increase (decrease) in net assets resulting from principal                                                                       
  transactions                                                      5,490            16,219          43,405             3,611    
                                                                  -------          --------        --------        ----------    
TOTAL INCREASE (DECREASE) IN NET ASSETS                            17,571            89,979          93,482           456,871    

NET ASSETS:                                                                                                                      
  Beginning of year                                                31,738           186,076         114,313         1,081,476    
                                                                  -------          --------        --------        ----------    
  End of year                                                     $49,309          $276,055        $207,795        $1,538,347    
                                                                  =======          ========        ========        ==========    
FOR THE YEAR ENDED DECEMBER 31, 2012                                                                                             

OPERATIONS:                                                                                                                      
  Net investment income (loss)                                    $  (109)         $   (138)       $   (375)       $   (7,312)   
  Net realized gain (loss) on investments                           2,110             6,068          (4,845)           85,992    
  Capital gain distributions from mutual funds                          -                 -               -                 -    
  Net change in unrealized appreciation (depreciation) of                                                                        
   investments                                                      2,797            21,710          21,083            87,816    
                                                                  -------          --------        --------        ----------    
Increase (decrease) in net assets resulting from operations         4,798            27,640          15,863           166,496    
                                                                  -------          --------        --------        ----------    
PRINCIPAL TRANSACTIONS:                                                                                                          
  Net premiums                                                          -             5,317           1,147           155,197    
  Net transfers from (to) other Divisions or fixed rate                                                                          
   option                                                              73               337         (37,198)         (219,941)   
  Internal rollovers                                                    -                 -               -                 -    
  Cost of insurance and other charges                              (1,379)           (9,904)         (8,811)          (68,904)   
  Administrative charges                                                -              (256)              -            (7,733)   
  Policy loans                                                        (97)             (116)            (67)          (18,680)   
  Death benefits                                                        -                 -               -                 -    
  Withdrawals                                                      (2,293)           (3,925)              -           (64,501)   
                                                                  -------          --------        --------        ----------    
Increase (decrease) in net assets resulting from principal                                                                       
  transactions                                                     (3,696)           (8,547)        (44,929)         (224,562)   
                                                                  -------          --------        --------        ----------    
TOTAL INCREASE (DECREASE) IN NET ASSETS                             1,102            19,093         (29,066)          (58,066)   

NET ASSETS:                                                                                                                      
  Beginning of year                                                30,636           166,983         143,379         1,139,542    
                                                                  -------          --------        --------        ----------    
  End of year                                                     $31,738          $186,076        $114,313        $1,081,476    
                                                                  =======          ========        ========        ==========    

See accompanying notes. 

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           

STATEMENTS OF CHANGES IN NET ASSETS - CONTINUED                                 
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012                                  

                                                        [Enlarge/Download Table]

                                                                                           Divisions                           
                                                                -------------------------------------------------------------- 
                                                                     SunAmerica          UIF Growth         VALIC Company I    
                                                                Balanced Portfolio - Portfolio - Class I International Equities
                                                                      Class 1              Shares                 Fund         
                                                                                                                               

FOR THE YEAR ENDED DECEMBER 31, 2013                                                                                           

OPERATIONS:                                                                                                                    
  Net investment income (loss)                                       $   20,961          $   (1,228)           $  (14,002)     
  Net realized gain (loss) on investments                               123,026             110,100                35,401      
  Capital gain distributions from mutual funds                                -             103,191                     -      
  Net change in unrealized appreciation (depreciation) of                                                                      
   investments                                                          189,786             859,600               391,811      
                                                                     ----------          ----------            ----------      
Increase (decrease) in net assets resulting from operations             333,773           1,071,663               413,210      
                                                                     ----------          ----------            ----------      
PRINCIPAL TRANSACTIONS:                                                                                                        
  Net premiums                                                          136,498             185,735               206,872      
  Net transfers from (to) other Divisions or fixed rate option          366,377            (210,896)              (71,596)     
  Internal rollovers                                                          -                   -                     -      
  Cost of insurance and other charges                                   (96,367)           (189,907)             (114,375)     
  Administrative charges                                                 (6,758)             (5,971)               (9,998)     
  Policy loans                                                           (5,062)            (33,750)               (6,425)     
  Death benefits                                                         (6,774)             (2,018)                    -      
  Withdrawals                                                          (114,358)           (159,816)             (140,709)     
                                                                     ----------          ----------            ----------      
Increase (decrease) in net assets resulting from principal                                                                     
  transactions                                                          273,556            (416,623)             (136,231)     
                                                                     ----------          ----------            ----------      
TOTAL INCREASE (DECREASE) IN NET ASSETS                                 607,329             655,040               276,979      

NET ASSETS:                                                                                                                    
  Beginning of year                                                   1,698,860           2,534,261             2,344,533      
                                                                     ----------          ----------            ----------      
  End of year                                                        $2,306,189          $3,189,301            $2,621,512      
                                                                     ==========          ==========            ==========      
FOR THE YEAR ENDED DECEMBER 31, 2012                                                                                           

OPERATIONS:                                                                                                                    
  Net investment income (loss)                                       $   11,582          $  (13,360)           $   48,489      
  Net realized gain (loss) on investments                                83,806              43,318               (48,725)     
  Capital gain distributions from mutual funds                                -             117,813                     -      
  Net change in unrealized appreciation (depreciation) of                                                                      
   investments                                                           95,493             173,495               338,431      
                                                                     ----------          ----------            ----------      
Increase (decrease) in net assets resulting from operations             190,881             321,266               338,195      
                                                                     ----------          ----------            ----------      
PRINCIPAL TRANSACTIONS:                                                                                                        
  Net premiums                                                          169,329             237,807               208,080      
  Net transfers from (to) other Divisions or fixed rate option            6,765              (4,811)               (7,798)     
  Internal rollovers                                                          -                   -                     -      
  Cost of insurance and other charges                                  (145,372)           (208,189)             (126,740)     
  Administrative charges                                                 (8,393)             (7,487)              (10,071)     
  Policy loans                                                          (18,960)            (16,630)              (14,547)     
  Death benefits                                                         (4,426)                  -                  (377)     
  Withdrawals                                                           (75,159)           (175,811)             (127,444)     
                                                                     ----------          ----------            ----------      
Increase (decrease) in net assets resulting from principal                                                                     
  transactions                                                          (76,216)           (175,121)              (78,897)     
                                                                     ----------          ----------            ----------      
TOTAL INCREASE (DECREASE) IN NET ASSETS                                 114,665             146,145               259,298      

NET ASSETS:                                                                                                                    
  Beginning of year                                                   1,584,195           2,388,116             2,085,235      
                                                                     ----------          ----------            ----------      
  End of year                                                        $1,698,860          $2,534,261            $2,344,533      
                                                                     ==========          ==========            ==========      

See accompanying notes. 

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           

STATEMENTS OF CHANGES IN NET ASSETS - CONTINUED                                 
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012                                  

                                                        [Enlarge/Download Table]

                                                                                              Divisions                     
                                                                         -------------------------------------------------- 
                                                                          VALIC Company I   VALIC Company I VALIC Company I 
                                                                         Mid Cap Index Fund Money Market I  Nasdaq-100 Index
                                                                                                 Fund             Fund      
                                                                                                                            

FOR THE YEAR ENDED DECEMBER 31, 2013                                                                                        

OPERATIONS:                                                                                                                 
  Net investment income (loss)                                              $   (76,525)      $   (79,296)     $  (24,247)  
  Net realized gain (loss) on investments                                       541,227                 -         240,083   
  Capital gain distributions from mutual funds                                        -                 -               -   
  Net change in unrealized appreciation (depreciation) of investments         3,505,917                 2       1,126,999   
                                                                            -----------       -----------      ----------   
Increase (decrease) in net assets resulting from operations                   3,970,619           (79,294)      1,342,835   
                                                                            -----------       -----------      ----------   
PRINCIPAL TRANSACTIONS:                                                                                                     
  Net premiums                                                                  796,316         1,845,743         323,051   
  Net transfers from (to) other Divisions or fixed rate option                   19,749           105,528          19,339   
  Internal rollovers                                                                  -                 -               -   
  Cost of insurance and other charges                                          (660,408)       (1,580,455)       (190,828)  
  Administrative charges                                                        (35,279)          (75,372)        (15,267)  
  Policy loans                                                                  (59,224)          (21,697)        (19,688)  
  Death benefits                                                                (29,329)          (39,947)         (1,698)  
  Withdrawals                                                                (1,165,384)         (999,620)       (180,350)  
                                                                            -----------       -----------      ----------   
Increase (decrease) in net assets resulting from principal transactions      (1,133,559)         (765,820)        (65,441)  
                                                                            -----------       -----------      ----------   
TOTAL INCREASE (DECREASE) IN NET ASSETS                                       2,837,060          (845,114)      1,277,394   

NET ASSETS:                                                                                                                 
  Beginning of year                                                          12,752,712        13,944,313       3,855,505   
                                                                            -----------       -----------      ----------   
  End of year                                                               $15,589,772       $13,099,199      $5,132,899   
                                                                            ===========       ===========      ==========   
FOR THE YEAR ENDED DECEMBER 31, 2012                                                                                        

OPERATIONS:                                                                                                                 
  Net investment income (loss)                                              $    53,872       $   (83,985)     $   (5,193)  
  Net realized gain (loss) on investments                                       132,679                 -          71,245   
  Capital gain distributions from mutual funds                                  440,630                 -          91,280   
  Net change in unrealized appreciation (depreciation) of investments         1,327,855                (2)        455,943   
                                                                            -----------       -----------      ----------   
Increase (decrease) in net assets resulting from operations                   1,955,036           (83,987)        613,275   
                                                                            -----------       -----------      ----------   
PRINCIPAL TRANSACTIONS:                                                                                                     
  Net premiums                                                                  956,318         2,546,338         333,520   
  Net transfers from (to) other Divisions or fixed rate option                 (610,121)        1,929,133        (160,222)  
  Internal rollovers                                                                  -                 -               -   
  Cost of insurance and other charges                                          (749,756)       (2,044,366)       (186,993)  
  Administrative charges                                                        (42,492)          (98,802)        (15,599)  
  Policy loans                                                                  (81,418)           68,409         (86,197)  
  Death benefits                                                                (34,691)         (114,921)        (13,784)  
  Withdrawals                                                                  (847,634)       (5,446,505)       (239,838)  
                                                                            -----------       -----------      ----------   
Increase (decrease) in net assets resulting from principal transactions      (1,409,794)       (3,160,714)       (369,113)  
                                                                            -----------       -----------      ----------   
TOTAL INCREASE (DECREASE) IN NET ASSETS                                         545,242        (3,244,701)        244,162   

NET ASSETS:                                                                                                                 
  Beginning of year                                                          12,207,470        17,189,014       3,611,343   
                                                                            -----------       -----------      ----------   
  End of year                                                               $12,752,712       $13,944,313      $3,855,505   
                                                                            ===========       ===========      ==========   

See accompanying notes. 

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           

STATEMENTS OF CHANGES IN NET ASSETS - CONTINUED                                 
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012                                  

                                                        [Enlarge/Download Table]

                                                                                            Divisions                    
                                                                         ----------------------------------------------- 
                                                                         VALIC Company I VALIC Company I VALIC Company I 
                                                                            Science &    Small Cap Index Stock Index Fund
                                                                         Technology Fund      Fund                       
                                                                                                                         

FOR THE YEAR ENDED DECEMBER 31, 2013                                                                                     

OPERATIONS:                                                                                                              
  Net investment income (loss)                                             $   (8,181)     $   (37,892)    $  (100,538)  
  Net realized gain (loss) on investments                                      78,939          391,051         877,742   
  Capital gain distributions from mutual funds                                      -                -               -   
  Net change in unrealized appreciation (depreciation) of investments         465,804        1,715,912       4,515,581   
                                                                           ----------      -----------     -----------   
Increase (decrease) in net assets resulting from operations                   536,562        2,069,071       5,292,785   
                                                                           ----------      -----------     -----------   
PRINCIPAL TRANSACTIONS:                                                                                                  
  Net premiums                                                                108,666          448,526       1,204,953   
  Net transfers from (to) other Divisions or fixed rate option                 96,605           36,191        (390,162)  
  Internal rollovers                                                                -                -               -   
  Cost of insurance and other charges                                         (64,069)        (253,334)     (1,217,349)  
  Administrative charges                                                       (5,205)         (22,123)        (51,210)  
  Policy loans                                                                 (6,646)         (27,615)         (8,066)  
  Death benefits                                                               (9,712)            (349)        (43,667)  
  Withdrawals                                                                (120,560)        (495,781)     (1,385,016)  
                                                                           ----------      -----------     -----------   
Increase (decrease) in net assets resulting from principal transactions          (921)        (314,485)     (1,890,517)  
                                                                           ----------      -----------     -----------   
TOTAL INCREASE (DECREASE) IN NET ASSETS                                       535,641        1,754,586       3,402,268   

NET ASSETS:                                                                                                              
  Beginning of year                                                         1,294,304        5,593,379      17,797,241   
                                                                           ----------      -----------     -----------   
  End of year                                                              $1,829,945      $ 7,347,965     $21,199,509   
                                                                           ==========      ===========     ===========   
FOR THE YEAR ENDED DECEMBER 31, 2012                                                                                     

OPERATIONS:                                                                                                              
  Net investment income (loss)                                             $   (7,439)     $    34,252     $   208,560   
  Net realized gain (loss) on investments                                      22,416          215,056         276,804   
  Capital gain distributions from mutual funds                                      -                -         270,628   
  Net change in unrealized appreciation (depreciation) of investments         122,205          601,579       1,725,998   
                                                                           ----------      -----------     -----------   
Increase (decrease) in net assets resulting from operations                   137,182          850,887       2,481,990   
                                                                           ----------      -----------     -----------   
PRINCIPAL TRANSACTIONS:                                                                                                  
  Net premiums                                                                126,643          523,669       1,383,715   
  Net transfers from (to) other Divisions or fixed rate option                 (9,055)        (937,446)       (189,862)  
  Internal rollovers                                                                -                -               -   
  Cost of insurance and other charges                                         (69,134)        (277,157)     (1,373,049)  
  Administrative charges                                                       (5,946)         (25,896)        (59,171)  
  Policy loans                                                                (27,782)         (39,082)       (217,094)  
  Death benefits                                                                    -           (4,554)        (42,642)  
  Withdrawals                                                                 (46,934)        (555,905)     (1,131,189)  
                                                                           ----------      -----------     -----------   
Increase (decrease) in net assets resulting from principal transactions       (32,208)      (1,316,371)     (1,629,292)  
                                                                           ----------      -----------     -----------   
TOTAL INCREASE (DECREASE) IN NET ASSETS                                       104,974         (465,484)        852,698   

NET ASSETS:                                                                                                              
  Beginning of year                                                         1,189,330        6,058,863      16,944,543   
                                                                           ----------      -----------     -----------   
  End of year                                                              $1,294,304      $ 5,593,379     $17,797,241   
                                                                           ==========      ===========     ===========   

See accompanying notes. 

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           

STATEMENTS OF CHANGES IN NET ASSETS - CONTINUED                                 
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012                                  

                                                        [Enlarge/Download Table]

                                                                                   Divisions           
                                                                         ----------------------------- 
                                                                         Vanguard VIF High Vanguard VIF
                                                                            Yield Bond      REIT Index 
                                                                             Portfolio      Portfolio  
                                                                                                       
FOR THE YEAR ENDED DECEMBER 31, 2013                                                                   

OPERATIONS:                                                                                            
 Net investment income (loss)                                               $  350,560     $   184,926 
 Net realized gain (loss) on investments                                       104,896         598,793 
 Capital gain distributions from mutual funds                                        -         313,305 
 Net change in unrealized appreciation (depreciation) of investments          (183,277)       (841,628)
                                                                            ----------     ----------- 
Increase (decrease) in net assets resulting from operations                    272,179         255,396 
                                                                            ----------     ----------- 
PRINCIPAL TRANSACTIONS:                                                                                
 Net premiums                                                                  679,606       1,032,355 
 Net transfers from (to) other Divisions or fixed rate option                  (60,352)        (92,788)
 Internal rollovers                                                                  -             252 
 Cost of insurance and other charges                                          (364,351)       (611,706)
 Administrative charges                                                        (32,143)        (50,381)
 Policy loans                                                                  (24,587)       (202,366)
 Death benefits                                                                (50,613)        (18,298)
 Withdrawals                                                                  (499,350)       (856,663)
                                                                            ----------     ----------- 
Increase (decrease) in net assets resulting from principal transactions       (351,790)       (799,595)
                                                                            ----------     ----------- 
TOTAL INCREASE (DECREASE) IN NET ASSETS                                        (79,611)       (544,199)

NET ASSETS:                                                                                            
 Beginning of year                                                           7,537,292      12,444,603 
                                                                            ----------     ----------- 
 End of year                                                                $7,457,681     $11,900,404 
                                                                            ==========     =========== 
FOR THE YEAR ENDED DECEMBER 31, 2012                                                                   

OPERATIONS:                                                                                            
 Net investment income (loss)                                               $  346,605     $   163,088 
 Net realized gain (loss) on investments                                        62,943         490,344 
 Capital gain distributions from mutual funds                                        -         419,461 
 Net change in unrealized appreciation (depreciation) of investments           502,801         790,800 
                                                                            ----------     ----------- 
Increase (decrease) in net assets resulting from operations                    912,349       1,863,693 
                                                                            ----------     ----------- 
PRINCIPAL TRANSACTIONS:                                                                                
 Net premiums                                                                  686,091       1,152,779 
 Net transfers from (to) other Divisions or fixed rate option                  148,026         (66,384)
 Internal rollovers                                                                  -               - 
 Cost of insurance and other charges                                          (367,543)       (677,609)
 Administrative charges                                                        (32,787)        (56,057)
 Policy loans                                                                  (37,514)       (130,973)
 Death benefits                                                                (26,277)        (20,751)
 Withdrawals                                                                  (462,464)     (1,011,914)
                                                                            ----------     ----------- 
Increase (decrease) in net assets resulting from principal transactions        (92,468)       (810,909)
                                                                            ----------     ----------- 
TOTAL INCREASE (DECREASE) IN NET ASSETS                                        819,881       1,052,784 

NET ASSETS:                                                                                            
 Beginning of year                                                           6,717,411      11,391,819 
                                                                            ----------     ----------- 
 End of year                                                                $7,537,292     $12,444,603 
                                                                            ==========     =========== 

See accompanying notes. 

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           
NOTES TO FINANCIAL STATEMENTS                                                   

NOTE 1 - ORGANIZATION                                                           

Separate Account VL-R (the "Separate Account") was established by resolution of 
the Board of Directors of American General Life Insurance Company (the          
"Company") on May 6, 1997 to fund variable universal life insurance policies    
issued by the Company. The following products are included in the Separate      
Account: AG Legacy Plus, Corporate America, Platinum Investor I, Platinum       
Investor II, Platinum Investor III, Platinum Investor IV, Platinum Investor     
FlexDirector, Platinum Investor PLUS, Platinum Investor Survivor, Platinum      
Investor Survivor II, Platinum Investor VIP, AG Corporate Investor, AG Income   
Advantage VUL, Income Advantage Select, Protection Advantage Select, Survivor   
Advantage, and Corporate Investor Select. These products are no longer          
available for sale. The Company is an indirect, wholly-owned subsidiary of      
American International Group, Inc. The Separate Account is registered with the  
Securities and Exchange Commission as a unit investment trust pursuant to the   
provisions of the Investment Company Act of 1940, as amended.                   

The Separate Account is divided into "Divisions" that invest in independently   
managed mutual fund portfolios ("Funds"). The Funds available to policy owners  
through the various Divisions are as follows:                                   

AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS): (5)  
Invesco V.I. Core Equity Fund - Series I  
Invesco V.I. Global Real Estate Fund - Series I 
Invesco V.I. Government Securities Fund - Series I  
Invesco V.I. High Yield Fund - Series I 
Invesco V.I. International Growth Fund - Series I 
Invesco Van Kampen V.I. American Franchise Fund - Series I (1)  
Invesco Van Kampen V.I. Growth and Income Fund - Series I 

THE ALGER PORTFOLIOS ("ALGER"): 
Alger Capital Appreciation Portfolio - Class I-2 Shares 
Alger Mid Cap Growth Portfolio - Class I-2 Shares 

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC. ("AMERICAN CENTURY VP"): 
American Century VP Value Fund - Class I  

DREYFUS INVESTMENT PORTFOLIOS ("DREYFUS IP"): 
Dreyfus IP MidCap Stock Portfolio - Initial Shares  

DREYFUS VARIABLE INVESTMENT FUND ("DREYFUS VIF"): 
Dreyfus VIF International Value Portfolio - Initial Shares  
Dreyfus VIF Opportunistic Small Cap Portfolio - Initial Shares  
Dreyfus VIF Quality Bond Portfolio - Initial Shares 

FIDELITY(R) VARIABLE INSURANCE PRODUCTS ("FIDELITY(R) VIP"):  
Fidelity(R) VIP Asset Manager/SM/ Portfolio - Service Class 2 
Fidelity(R) VIP Contrafund(R) Portfolio - Service Class 2 
Fidelity(R) VIP Equity-Income Portfolio - Service Class 2 
Fidelity(R) VIP Freedom 2020 Portfolio - Service Class 2  
Fidelity(R) VIP Freedom 2025 Portfolio - Service Class 2  
Fidelity(R) VIP Freedom 2030 Portfolio - Service Class 2  
Fidelity(R) VIP Growth Portfolio - Service Class 2  
Fidelity(R) VIP Mid Cap Portfolio - Service Class 2 

FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST ("FRANKLIN TEMPLETON"):  
Franklin Templeton Franklin Small Cap Value Securities Fund - Class 2 
Franklin Templeton Franklin Small-Mid Cap Growth Securities Fund - Class 2  

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           
NOTES TO FINANCIAL STATEMENTS - CONTINUED                                       

NOTE 1 - ORGANIZATION - CONTINUED                                               

FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST ("FRANKLIN TEMPLETON"): -  
CONTINUED 
Franklin Templeton Franklin U.S. Government Fund - Class 2  
Franklin Templeton Mutual Shares Securities Fund - Class 2  
Franklin Templeton Templeton Foreign Securities Fund - Class 2  

GOLDMAN SACHS VARIABLE INSURANCE TRUST ("GOLDMAN SACHS VIT"): 
Goldman Sachs VIT Strategic Growth Fund - Institutional Shares  

JANUS ASPEN SERIES ("JANUS ASPEN"): 
Janus Aspen Enterprise Portfolio - Service Shares 
Janus Aspen Forty Portfolio - Service Shares  
Janus Aspen Overseas Portfolio - Service Shares 
Janus Aspen Worldwide Portfolio - Service Shares  

JPMORGAN INSURANCE TRUST: 
JPMorgan Insurance Trust Core Bond Portfolio - Class 1  
JPMorgan Insurance Trust International Equity Portfolio - Class 1 
JPMorgan Insurance Trust Mid Cap Value Portfolio - Class 1  
JPMorgan Insurance Trust Small Cap Core Portfolio - Class 1 

MFS(R) VARIABLE INSURANCE TRUST/SM/ ("MFS(R) VIT"): 
MFS(R) VIT Core Equity Series - Initial Class 
MFS(R) VIT Growth Series - Initial Class  
MFS(R) VIT New Discovery Series - Initial Class 
MFS(R) VIT Research Series - Initial Class  
MFS(R) VIT Total Return Series - Initial Class  

NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST ("NEUBERGER BERMAN AMT"):  
Neuberger Berman AMT Mid-Cap Growth Portfolio - Class I 
Neuberger Berman AMT Large Cap Value Portfolio - Class I (2)  
Neuberger Berman AMT Socially Responsive Portfolio - Class I  

OPPENHEIMER VARIABLE ACCOUNT FUNDS ("OPPENHEIMER"): 
Oppenheimer Balanced Fund/VA - Non-Service Shares 
Oppenheimer Global Securities Fund/VA - Non-Service Shares  
Oppenheimer Global Strategic Income Fund/VA (Non-Service) (3) 

PIMCO VARIABLE INSURANCE TRUST ("PIMCO VIT"): 
PIMCO VIT CommodityRealReturn Strategy Portfolio - Administrative Class 
PIMCO VIT Global Bond Portfolio (Unhedged) - Administrative Class 
PIMCO VIT Real Return Portfolio - Administrative Class  
PIMCO VIT Short-Term Portfolio - Administrative Class 
PIMCO VIT Total Return Portfolio - Administrative Class 

PIONEER VARIABLE CONTRACTS TRUST ("PIONEER"): 
Pioneer Fund VCT Portfolio - Class I  
Pioneer Growth Opportunities VCT Portfolio - Class I  
Pioneer Mid Cap Value VCT Portfolio - Class I 

PUTNAM VARIABLE TRUST ("PUTNAM VT"):  
Putnam VT Diversified Income Fund - Class IB  
Putnam VT Growth and Income Fund - Class IB 
Putnam VT International Value Fund - Class IB 
Putnam VT Multi-Cap Growth Fund - Class IB  
Putnam VT Small Cap Value Fund - Class IB 

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           
NOTES TO FINANCIAL STATEMENTS - CONTINUED                                       

NOTE 1 - ORGANIZATION - CONTINUED                                               

PUTNAM VARIABLE TRUST ("PUTNAM VT"): - CONTINUED  
Putnam VT Voyager Fund - Class IB 

SUNAMERICA SERIES TRUST ("SUNAMERICA"): 
SunAmerica Aggressive Growth Portfolio - Class 1  
SunAmerica Balanced Portfolio - Class 1 

THE UNIVERSAL INSTITUTIONAL FUNDS, INC. ("UIF"):  
UIF Growth Portfolio - Class I Shares 

VALIC COMPANY I:  
VALIC Company I International Equities Fund 
VALIC Company I Mid Cap Index Fund  
VALIC Company I Money Market I Fund 
VALIC Company I Nasdaq-100(R) Index Fund  
VALIC Company I Science & Technology Fund 
VALIC Company I Small Cap Index Fund  
VALIC Company I Stock Index Fund  

VANGUARD(R) VARIABLE INSURANCE FUND ("VANGUARD(R) VIF"):  
Vanguard(R) VIF High Yield Bond Portfolio 
Vanguard(R) VIF REIT Index Portfolio  

(1)Effective April, 30 2012, Invesco Van Kampen V.I. Capital Growth Fund-       
  Series I changed its name to Invesco Van Kampen V.I. American Franchise Fund
(2)Effective May 1, 2012, Neuberger AMT Partners Portfolio - Class I changed    
its name to Neuberger Berman AMT Large Cap Value Portfolio - Class I      
(3)The Oppenheimer High Income Fund/VA merged into the Oppenheimer Global       
Strategic Income Fund/VA on October 26, 2012.                             

SunAmerica Asset Management Corp., an affiliate of the Company, serves as the   
investment advisor to SunAmerica Series Trust.                                  

The Variable Annuity Life Insurance Company, an affiliate of the Company,       
serves as the investment advisor to VALIC Company I.                            

In addition to the Divisions above, policy owners may allocate funds to a fixed 
account that is part of the Company's general account. Policy owners should     
refer to the prospectus and prospectus supplements for a complete description   
of the available Funds and the fixed account.                                   

The assets of the Separate Account are segregated from the Company's other      
assets. The operations of the Separate Account are part of the Company.         

Net premiums from the policies are allocated to the Divisions and invested in   
the Funds in accordance with policy owner instructions. The premiums are        
recorded as principal transactions in the Statements of Changes in Net Assets.  

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           
NOTES TO FINANCIAL STATEMENTS - CONTINUED                                       

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION   
The accompanying financial statements of the Separate Account have been         
prepared on the basis of accounting principles generally accepted in the United 
States of America ("GAAP"). The accounting principles followed by the Separate  
Account and the methods of applying those principles are presented below.       

USE OF ESTIMATES - The preparation of financial statements in conformity with   
GAAP requires management to make estimates and assumptions that affect the      
reported amounts of assets and liabilities and the reported amounts of income   
and expenses during the year. Actual results could differ from those estimates. 

SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME - Security transactions     
which represent purchases and sales of investments are accounted for on the     
trade date at fair value. Realized gains and losses from security transactions  
are determined on the basis of first-in first-out. Dividend income and          
distributions of capital gains are recorded on the ex-dividend date and         
reinvested upon receipt.                                                        

POLICY LOANS - When a policy loan is made, the loan amount is transferred to    
the Company from the policy owner's selected investment Division(s), and held   
as collateral. Interest on this collateral amount is credited to the policy.    
Loan repayments are invested in the policy owner's selected investment          
Division(s), after they are first used to repay all loans taken from the        
declared fixed interest account option.                                         

FEDERAL INCOME TAXES - The Company is taxed as a life insurance company under   
the Internal Revenue Code and includes the operations of the Separate Account   
in determining its federal income tax liability. As a result, the Separate      
Account is not taxed as a "Regulated Investment Company" under subchapter M of  
the Internal Revenue Code. Under existing federal income tax law, the           
investment income and capital gains from sales of investments realized by the   
Separate Account are not taxable. Therefore, no federal income tax provision    
has been made.                                                                  

ACCUMULATION UNIT - This is a measuring unit used to calculate the policy       
owner's interest. Such units are valued on each day that the New York Stock     
Exchange ("NYSE") is open for business to reflect investment performance and    
the prorated daily deduction for mortality and expense risk charges.            

INTERNAL ROLLOVERS - A policy owner with an eligible Company life insurance     
policy may elect to replace their existing policy with another insurance policy 
offered by the Company. Internal rollovers are included in the Statements of    
Changes in Net Assets under principal transactions.                             

NOTE 3 - FAIR VALUE MEASUREMENTS                                                

Assets and liabilities recorded at fair value in the Separate Account balance   
sheet are measured and classified in a hierarchy for disclosure purposes        
consisting of three "levels" based on the observability of inputs available in  
the marketplace used to measure the fair values as discussed below. In certain  
cases, the inputs used to measure fair value may fall into different levels of  
the fair value hierarchy. In such cases, the level in the fair value hierarchy  
within which the fair value measurement in its entirety falls is determined     
based on the lowest level input that is significant to the fair value           
measurement in its entirety. The Separate Account's assessment of the           
significance of a particular input to the fair value measurement in its         
entirety requires judgments. In making the assessment, the Separate Account     
considers factors specific to the asset or liability.                           

Level 1-- Fair value measurements that are quoted prices (unadjusted) in active 
markets that the Separate Account has the ability to access for identical       
assets or liabilities. Market price data generally is obtained from exchange or 
dealer markets. The Separate Account does not adjust the quoted price for such  
instruments. Assets and liabilities measured at fair value on a recurring basis 
and classified as Level 1 include government and agency securities, actively    
traded listed common stocks and derivative contracts, most separate account     
assets and most mutual funds.                                                   

Level 2-- Fair value measurements based on inputs other than quoted prices      
included in Level 1 that are observable for the asset or liability, either      
directly or indirectly. Level 2 inputs include quoted prices for similar assets 
and liability in active markets, and inputs other than quoted prices that are   
observable for the asset or liability, such as interest rates and yield curves  
that are observable at commonly quoted intervals. Assets and liabilities        
measured at fair value on a recurring basis and classified as Level 2 generally 
include certain government securities, most investment-grade and high-yield     
corporate bonds, certain asset backed securities, certain listed equities,      
state, municipal and provincial obligations, hybrid securities, and derivative  
contracts.                                                                      

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           
NOTES TO FINANCIAL STATEMENTS - CONTINUED                                       

NOTE 3 - FAIR VALUE MEASUREMENTS - CONTINUED                                    

Level 3-- Fair value measurements based on valuation techniques that use        
significant inputs that are unobservable. These measurements include            
circumstances in which there is little, if any, market activity for the asset   
or liability. Assets and liabilities measured at fair value on a recurring      
basis and classified as Level 3 principally include certain fixed income        
securities and equities.                                                        

The Separate Account assets measured at fair value as of December 31, 2013      
consist of investments in registered mutual funds that generally trade daily    
and are measured at fair value using quoted prices in active markets for        
identical assets, which are classified as Level 1. See the Schedule of          
Portfolio Investments for the table presenting information about assets         
measured at fair value on a recurring basis at December 31, 2013, and           
respective hierarchy levels. As all assets of the Separate Account are          
classified as Level 1, no reconciliation of Level 3 assets and change in        
unrealized gains (losses) for Level 3 assets still held as of December 31,      
2013, is presented.                                                             

NOTE 4 - POLICY CHARGES                                                         

DEDUCTIONS FROM PREMIUM PAYMENTS - Certain jurisdictions require that a         
deduction be made from each premium payment for premium taxes. The amount of    
such deduction currently ranges from 0% to 5%. For AG Corporate Investor,       
Corporate America, and Corporate Investor Select policies, the Company deducts  
from each premium payment a charge to cover costs associated with the issuance  
of the policy, administrative services the Company performs and a premium tax   
that is applicable to the Company in the state or other jurisdiction of the     
policy owner. A summary of premium expense charges for AG Corporate Investor,   
Corporate America, and Corporate Investor Select policies follows:              

                                                        [Enlarge/Download Table]

----------------------------------------------------------------------------------------------------------------
POLICIES                   PREMIUM EXPENSE                                                                      
----------------------------------------------------------------------------------------------------------------
                                                                                                                
AG Corporate Investor      4% up to the "target premium" and 5% on any premium amounts in excess of the "target 
                           premium" for policy years 1-3. 9% up to the "target premium" and 5% on any premium   
                           amounts in excess of the "target premium" for policy years 4-7. 5% of all premium    
                           payments in policy years 8 and thereafter.                                           
----------------------------------------------------------------------------------------------------------------
Corporate America          9% up to the "target premium" and 5% on any premium amounts in excess of the "target 
                           premium" for policy years 1-7. 5% of all premium payments in policy years 8 and      
                           thereafter.                                                                          
----------------------------------------------------------------------------------------------------------------
Corporate Investor Select  4% up to the "target premium" and 5% on any premium amounts in excess of the "target 
                           premium" for policy years 1-3. 9% up to the "target premium" and 5% on any premium   
                           amounts in excess of the "target premium" for policy years 4-7. 5% of all premium    
                           payments in policy years 8 and thereafter.                                           
----------------------------------------------------------------------------------------------------------------

The "target premium" is an amount of premium that is approximately equal to the 
seven-pay premium, which is the maximum amount of premium that may be paid      
without the policy becoming a modified endowment contract.                      

For other policies offered through the Separate Account (except for AG          
Corporate Investor, Corporate America, Corporate Investor Select, AG Legacy     
Plus, and Legacy Plus), the following premium expense charge may be deducted    
from each after-tax premium payment, prior to allocation to the Separate        
Account.                                                                        

                                                                [Download Table]

-------------------------------------------------------
                                CURRENT PREMIUM EXPENSE
POLICIES                                CHARGE         
-------------------------------------------------------
                                                       
AG Income Advantage VUL                  5.00%         
-------------------------------------------------------
Income Advantage Select                  5.00%         
-------------------------------------------------------
Platinum Investor I and II               2.50%         
-------------------------------------------------------
Platinum Investor III                    5.00%         
-------------------------------------------------------
Platinum Investor IV                     5.00%         
-------------------------------------------------------
Platinum Investor FlexDirector           5.00%         
-------------------------------------------------------
Platinum Investor PLUS                   5.00%         
-------------------------------------------------------
Platinum Investor Survivor               6.50%         
-------------------------------------------------------
Platinum Investor Survivor II            5.00%         
-------------------------------------------------------
Platinum Investor VIP                    5.00%         
-------------------------------------------------------
Protection Advantage Select              5.00%         
-------------------------------------------------------
Survivor Advantage                       5.00%         
-------------------------------------------------------

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           
NOTES TO FINANCIAL STATEMENTS - CONTINUED                                       

NOTE 4 - POLICY CHARGES - CONTINUED                                             

MORTALITY AND EXPENSE RISK AND ADMINISTRATIVE CHARGES - Deductions for          
administrative expenses and mortality and expense risks assumed by the Company  
are assessed through the daily unit value calculation and paid to the Company   
from the daily net asset value of the Divisions. A summary of these charges by  
policy follows:                                                                 

                                                        [Enlarge/Download Table]

------------------------------------------------------------------------------------------------------------------
                          MORTALITY AND EXPENSE RISK  FIRST REDUCTION IN MORTALITY  SECOND REDUCTION IN MORTALITY 
                          AND ADMINISTRATIVE CHARGES     AND EXPENSE RISK AND           AND EXPENSE RISK AND      
POLICIES                     MAXIMUM ANNUAL RATE      ADMINISTRATIVE CHARGES RATE   ADMINISTRATIVE CHARGES RATE   
------------------------------------------------------------------------------------------------------------------
                                                                                                                  
AG Corporate Investor               0.65%             0.25% after 10th policy year  0.25% after 20th policy year  
------------------------------------------------------------------------------------------------------------------
AG Income Advantage VUL             0.70%             0.35% after 10th policy year  0.20% after 20th policy year  
------------------------------------------------------------------------------------------------------------------
AG Legacy Plus                      0.90%             0.25% after 10th policy year  0.25% after 20th policy year  
------------------------------------------------------------------------------------------------------------------
Corporate America                   0.35%             0.10% after 10th policy year  0.10% after 20th policy year  
------------------------------------------------------------------------------------------------------------------
Corporate America                                                                                                 
  (reduced surrender                                                                                              
  charge)                           0.65%             0.25% after 10th policy year  0.25% after 20th policy year  
------------------------------------------------------------------------------------------------------------------
Corporate Investor Select           0.65%             0.25% after 10th policy year  0.25% after 20th policy year  
------------------------------------------------------------------------------------------------------------------
Income Advantage Select             0.70%             0.35% after 10th policy year  0.20% after 20th policy year  
------------------------------------------------------------------------------------------------------------------
Legacy Plus                         0.75%             0.25% after 10th policy year  0.25% after 20th policy year  
------------------------------------------------------------------------------------------------------------------
Platinum Investor I and                                                                                           
  II                                0.75%             0.25% after 10th policy year  0.25% after 20th policy year  
------------------------------------------------------------------------------------------------------------------
Platinum Investor III               0.70%             0.25% after 10th policy year  0.35% after 20th policy year  
------------------------------------------------------------------------------------------------------------------
Platinum Investor IV                0.70%             0.35% after 10th policy year  0.25% after 20th policy year  
------------------------------------------------------------------------------------------------------------------
Platinum Investor                                                                                                 
  FlexDirector                      0.70%             0.25% after 10th policy year  0.35% after 20th policy year  
------------------------------------------------------------------------------------------------------------------
Platinum Investor PLUS              0.70%             0.25% after 10th policy year  0.35% after 20th policy year  
------------------------------------------------------------------------------------------------------------------
Platinum Investor                                                                                                 
  Survivor                          0.40%             0.20% after 10th policy year  0.10% after 30th policy year  
------------------------------------------------------------------------------------------------------------------
Platinum Investor                                                                                                 
  Survivor II                       0.75%             0.25% after 15th policy year  0.35% after 30th policy year  
------------------------------------------------------------------------------------------------------------------
Platinum Investor VIP               0.70%             0.35% after 10th policy year  0.20% after 20th policy year  
------------------------------------------------------------------------------------------------------------------
Protection Advantage                                                                                              
  Select                            0.70%             0.35% after 10th policy year  0.20% after 20th policy year  
------------------------------------------------------------------------------------------------------------------
Survivor Advantage                  0.70%             0.35% after 10th policy year  0.20% after 20th policy year  
------------------------------------------------------------------------------------------------------------------

GUARANTEED MINIMUM WITHDRAWAL BENEFIT (GMWB) RIDER CHARGE - Daily charges for   
the GMWB rider are assessed through the daily unit value calculation on all     
policies that have elected this option and are equivalent, on an annual basis,  
to 0.75% of the value of the policy, which may be increased to a maximum of     
1.50%. These charges are included as part of the mortality and expense risk and 
administrative charges line of the Statements of Operations.                    

MONTHLY ADMINISTRATIVE AND EXPENSE CHARGES - Monthly administrative charges are 
paid to the Company for the administrative services provided under the current  
policies. The Company may charge a maximum fee of $12 for the monthly           
administration charge. The Company may deduct an additional monthly expense     
charge for expenses associated with acquisition, administrative and             
underwriting of your policy. The monthly expense charge is applied only against 
each $1,000 of base coverage. This charge varies according to the ages, gender  
and the premium classes of both of the contingent insurers, as well as the      
amount of coverage. The monthly administrative and expense charges are paid by  
redemption of units outstanding. Monthly administrative and expense charges are 
included with cost of insurance and other charges in the Statements of Changes  
in Net Assets under principal transactions.                                     

COST OF INSURANCE CHARGE - Since determination of both the insurance rate and   
the Company's net amount at risk depends upon several factors, the cost of      
insurance deduction may vary from month to month. Policy accumulation value,    
specified amount of insurance and certain characteristics of the insured person 
are among the variables included in the calculation for the monthly cost of     
insurance deduction. The cost of insurance charges are paid by redemption of    
units outstanding. Cost of insurance charges are included in the Statements of  
Changes in Net Assets under principal transactions.                             

OPTIONAL RIDER CHARGES - Monthly charges are deducted if the policy owner       
selects additional benefit riders. The charges for any rider selected will vary 
by policy within a range based on either the personal characteristics of the    
insured person or the specific coverage chosen under the rider. The rider       
charges are paid by redemption of units outstanding. Optional rider charges are 
included with cost of insurance and other charges in the Statements of Changes  
in Net Assets under principal transactions.                                     

TRANSFER CHARGES - The Company reserves the right to charge a $25 transfer fee  
for each transfer in excess of 12 during the policy year. Transfer requests are 
subject to the Company's published rules concerning market timing. A policy     
owner who violates these rules will for a period of time (typically six         
months), have certain restrictions placed on transfers. The transfer charges    
are paid by redemption of units outstanding. Transfer charges are included with 
net transfers from (to) other divisions or fixed rate option in the Statements  
of Changes in Net Assets under principal transactions.                          

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           
NOTES TO FINANCIAL STATEMENTS - CONTINUED                                       

NOTE 4 - POLICY CHARGES - CONTINUED                                             

SURRENDER CHARGE - A surrender charge may be applicable to certain withdrawal   
amounts and is payable to the Company. The amount of the surrender charge       
depends on the age and other insurance characteristics of the insured person.   
For partial surrender, the Company may charge a maximum transaction fee per     
policy equal to the lesser of 2% of the amount withdrawn or $25. Currently, a   
$10 transaction fee per policy is charged for each partial surrender. The       
surrender and partial withdrawal charges are paid by redemption of units        
outstanding. Surrender and partial withdrawal charges are included with         
withdrawals in the Statements of Changes in Net Assets under principal          
transactions.                                                                   

POLICY LOAN - A loan may be requested against the policy while the policy has a 
net cash surrender value. The daily interest charge on the loan is paid to the  
Company for the expenses of administering and providing policy loans. The       
interest charge is collected through any loan repayment from the policyholder.  

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           
NOTES TO FINANCIAL STATEMENTS - CONTINUED                                       

NOTE 5 - PURCHASES AND SALES OF INVESTMENTS                                     

For the year ended December 31, 2013, the aggregate cost of purchases and       
proceeds from the sales of investments were:                                    

                                                        [Enlarge/Download Table]

                                                                             Cost of   Proceeds from
Divisions                                                                   Purchases      Sales    
----------------------------------------------------------------------------------------------------
                                                                                                    
Alger Capital Appreciation Portfolio - Class I-2 Shares                     $2,118,136  $1,629,189  
Alger Mid Cap Growth Portfolio - Class I-2 Shares                              576,466     705,609  
American Century VP Value Fund - Class I                                     3,503,184   4,034,120  
Dreyfus IP MidCap Stock Portfolio - Initial Shares                           1,243,347   1,280,043  
Dreyfus VIF International Value Portfolio - Initial Shares                      34,167       9,781  
Dreyfus VIF Opportunistic Small Cap Portfolio - Initial Shares               1,836,230   2,790,186  
Dreyfus VIF Quality Bond Portfolio - Initial Shares                          1,919,479   2,545,820  
Fidelity VIP Asset Manager Portfolio - Service Class 2                       1,195,249   1,447,561  
Fidelity VIP Contrafund Portfolio - Service Class 2                          5,184,275   6,872,611  
Fidelity VIP Equity-Income Portfolio - Service Class 2                       4,869,065   4,674,462  
Fidelity VIP Freedom 2020 Portfolio - Service Class 2                          119,491     175,894  
Fidelity VIP Freedom 2025 Portfolio - Service Class 2                          321,379     208,669  
Fidelity VIP Freedom 2030 Portfolio - Service Class 2                          213,876      98,439  
Fidelity VIP Growth Portfolio - Service Class 2                              3,611,679   4,705,988  
Fidelity VIP Mid Cap Portfolio - Service Class 2                             3,447,740   2,445,993  
Franklin Templeton Franklin Small Cap Value Securities Fund - Class 2        1,409,431   1,777,984  
Franklin Templeton Franklin Small-Mid Cap Growth Securities Fund - Class 2      24,534      19,457  
Franklin Templeton Franklin U.S. Government Fund - Class 2                     878,954     970,214  
Franklin Templeton Mutual Shares Securities Fund - Class 2                   1,369,360   2,066,651  
Franklin Templeton Templeton Foreign Securities Fund - Class 2               2,176,640   2,438,253  
Goldman Sachs VIT Strategic Growth Fund - Institutional Shares                 500,909     646,125  
Invesco V.I. Core Equity Fund - Series I                                       978,007   1,632,545  
Invesco V.I. Global Real Estate Fund - Series I                                 29,363       7,569  
Invesco V.I. Government Securities Fund - Series I                              19,678      34,971  
Invesco V.I. High Yield Fund - Series I                                        678,887     422,685  
Invesco V.I. International Growth Fund - Series I                            1,996,248   2,330,577  
Invesco Van Kampen V.I. American Franchise Fund - Series I                       2,592       3,113  
Invesco Van Kampen V.I. Growth and Income Fund - Series I                    2,058,546   2,284,469  
Janus Aspen Enterprise Portfolio - Service Shares                              830,902   1,073,249  
Janus Aspen Forty Portfolio - Service Shares                                    34,638      22,661  
Janus Aspen Overseas Portfolio - Service Shares                              3,646,958   4,094,454  
Janus Aspen Worldwide Portfolio - Service Shares                               724,774     879,058  
JPMorgan Insurance Trust Core Bond Portfolio - Class 1                          20,211       6,958  
JPMorgan Insurance Trust International Equity Portfolio - Class 1               11,402       9,434  
JPMorgan Insurance Trust Mid Cap Value Portfolio - Class 1                      66,452     201,809  
JPMorgan Insurance Trust Small Cap Core Portfolio - Class 1                    810,177   1,109,419  
MFS VIT Core Equity Series - Initial Class                                     859,983   1,147,773  
MFS VIT Growth Series - Initial Class                                        1,872,724   2,340,212  
MFS VIT New Discovery Series - Initial Class                                 1,766,868   2,051,834  
MFS VIT Research Series - Initial Class                                        515,694     507,707  
MFS VIT Total Return Series - Initial Class                                    121,657     157,301  
Neuberger Berman AMT Mid-Cap Growth Portfolio - Class I                      1,806,970   2,097,184  
Neuberger Berman AMT Large Cap Value Portfolio - Class I                        17,875      18,937  
Neuberger Berman AMT Socially Responsive Portfolio - Class I                     8,141         736  
Oppenheimer Global Strategic Income Fund/VA (Non-Service)                        5,841      42,389  
Oppenheimer Balanced Fund/VA - Non-Service Shares                              346,459     342,083  
Oppenheimer Global Securities Fund/VA - Non-Service Shares                   1,497,944   1,561,636  
PIMCO VIT CommodityRealReturn Strategy Portfolio - Administrative Class        516,415     545,604  
PIMCO VIT Global Bond Portfolio (Unhedged) - Administrative Class               16,576       6,588  
PIMCO VIT Real Return Portfolio - Administrative Class                       4,455,194   5,409,029  
PIMCO VIT Short-Term Portfolio - Administrative Class                        1,904,585   3,735,788  
PIMCO VIT Total Return Portfolio - Administrative Class                      4,284,808   5,274,872  
Pioneer Fund VCT Portfolio - Class I                                           349,014     568,714  
Pioneer Growth Opportunities VCT Portfolio - Class I                           376,795     562,422  
Pioneer Mid Cap Value VCT Portfolio - Class I                                  360,993     356,350  

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           
NOTES TO FINANCIAL STATEMENTS - CONTINUED                                       

NOTE 5 - PURCHASES AND SALES OF INVESTMENTS - CONTINUED                         

For the year ended December 31, 2013, the aggregate cost of purchases and       
proceeds from the sales of investments were:                                    

                                                        [Enlarge/Download Table]

                                                                             Cost of   Proceeds from
Divisions                                                                   Purchases      Sales    
----------------------------------------------------------------------------------------------------
                                                                                                    
Putnam VT Diversified Income Fund - Class IB                                $1,082,781  $1,320,518  
Putnam VT Growth and Income Fund - Class IB                                  1,817,686   2,309,709  
Putnam VT International Value Fund - Class IB                                1,137,240   1,315,401  
Putnam VT Multi-Cap Growth Fund - Class IB                                      17,637      12,171  
Putnam VT Small Cap Value Fund - Class IB                                       71,235      51,161  
Putnam VT Voyager Fund - Class IB                                              158,860     115,274  
SunAmerica Aggressive Growth Portfolio - Class 1                               474,853     479,603  
SunAmerica Balanced Portfolio - Class 1                                        899,311     604,794  
UIF Growth Portfolio - Class I Shares                                          362,145     676,805  
VALIC Company I International Equities Fund                                    389,829     540,061  
VALIC Company I Mid Cap Index Fund                                           1,831,700   3,041,785  
VALIC Company I Money Market I Fund                                          5,363,002   6,208,115  
VALIC Company I Nasdaq-100 Index Fund                                        1,173,193   1,262,880  
VALIC Company I Science & Technology Fund                                      346,541     355,643  
VALIC Company I Small Cap Index Fund                                         1,207,039   1,559,415  
VALIC Company I Stock Index Fund                                             2,635,453   4,626,509  
Vanguard VIF High Yield Bond Portfolio                                       2,078,833   2,080,063  
Vanguard VIF REIT Index Portfolio                                            3,017,277   3,318,642  

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           
NOTES TO FINANCIAL STATEMENTS - CONTINUED                                       

NOTE 6 - SUMMARY OF CHANGES IN UNITS                                            

Summary of Changes in Units for the year ended December 31, 2013.               

                                                        [Enlarge/Download Table]

                                                                   Accumulation Units Accumulation Units Net Increase
Divisions                                                                Issued            Redeemed       (Decrease) 
---------------------------------------------------------------------------------------------------------------------
                                                                                                                     
Alger Capital Appreciation Portfolio - Class I-2 Shares                                                              
   AG Income Advantage VUL                                                  822               (979)           (157)  
   Corporate America (reduced surrender charge)                             385               (245)            140   
   Income Advantage Select                                                  501               (291)            210   
   Platinum Investor I & II                                                   9               (188)           (179)  
   Platinum Investor I & II (first reduction in expense ratio)              386                (12)            375   
   Platinum Investor III                                                  4,459            (40,229)        (35,770)  
   Platinum Investor III (first reduction in expense ratio)              75,050             (7,485)         67,565   
   Platinum Investor IV                                                     870             (1,158)           (288)  
   Platinum Investor FlexDirector                                         4,522                 (7)          4,515   
   Platinum Investor PLUS                                                   506             (5,708)         (5,202)  
   Platinum Investor Survivor (first reduction in expense ratio)            790                (97)            693   
   Platinum Investor Survivor II                                            866               (724)            143   
   Platinum Investor Plus (first reduction in expense ratio)              5,306               (167)          5,139   
   Platinum Investor VIP                                                  3,903             (3,278)            625   
   Platinum Investor VIP (with GMWB rider)                                  386               (163)            222   
   Protection Advantage Select                                            1,365               (682)            683   
Alger Mid Cap Growth Portfolio - Class I-2 Shares                                                                    
   AG Income Advantage VUL                                                2,460             (2,827)           (367)  
   AG Income Advantage VUL (with GMWB rider)                                  -                (17)            (17)  
   Corporate America (reduced surrender charge)                             391             (2,686)         (2,295)  
   Income Advantage Select                                                   96                (55)             41   
   Platinum Investor I & II                                                  52               (317)           (266)  
   Platinum Investor I & II (first reduction in expense ratio)              344               (679)           (335)  
   Platinum Investor III                                                  2,872            (14,884)        (12,012)  
   Platinum Investor III (first reduction in expense ratio)              25,104             (4,589)         20,515   
   Platinum Investor IV                                                   1,139             (3,854)         (2,715)  
   Platinum Investor FlexDirector                                         4,320             (4,312)              9   
   Platinum Investor PLUS                                                   577             (1,908)         (1,331)  
   Platinum Investor Plus (first reduction in expense ratio)              2,855               (132)          2,722   
   Platinum Investor Survivor (first reduction in expense ratio)              -               (371)           (371)  
   Platinum Investor Survivor II                                            309               (137)            172   
   Platinum Investor VIP                                                  4,710             (3,672)          1,038   
   Platinum Investor VIP (with GMWB rider)                                   23                (84)            (61)  
   Protection Advantage Select                                              327               (323)              4   
American Century VP Value Fund - Class I                                                                             
   AG Income Advantage VUL                                                1,957               (649)          1,309   
   AG Legacy Plus                                                           270             (1,837)         (1,568)  
   AG Legacy Plus (first reduction in expense ratio)                      3,367             (1,159)          2,208   
   Corporate America (reduced surrender charge)                             534             (2,196)         (1,662)  
   Income Advantage Select                                                  223                (32)            191   
   Platinum Investor I & II                                               2,292             (4,768)         (2,476)  
   Platinum Investor I & II (first reduction in expense ratio)            9,488            (10,491)         (1,003)  
   Platinum Investor III                                                  7,606            (62,908)        (55,302)  
   Platinum Investor III (first reduction in expense ratio)              81,551            (26,600)         54,951   
   Platinum Investor IV                                                   3,230             (5,232)         (2,001)  
   Platinum Investor FlexDirector                                            19                (12)              7   
   Platinum Investor PLUS                                                   637            (18,318)        (17,682)  
   Platinum Investor Plus (first reduction in expense ratio)             24,839             (5,388)         19,451   
   Platinum Investor Survivor (first reduction in expense ratio)         83,992            (83,831)            161   
   Platinum Investor Survivor II                                          3,768             (5,595)         (1,827)  
   Platinum Investor VIP                                                 12,339             (6,993)          5,346   
   Protection Advantage Select                                              651             (2,511)         (1,860)  
Dreyfus IP MidCap Stock Portfolio - Initial Shares                                                                   
   Platinum Investor I & II (first reduction in expense ratio)            8,612             (8,612)              -   
   Platinum Investor I & II (first reduction in expense ratio)           10,668            (10,574)             94   
   Platinum Investor III                                                  2,426            (28,185)        (25,759)  
   Platinum Investor III (first reduction in expense ratio)              38,745            (13,975)         24,770   
   Platinum Investor IV                                                   2,638             (2,523)            115   
   Platinum Investor FlexDirector                                         6,532                (42)          6,490   

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           
NOTES TO FINANCIAL STATEMENTS - CONTINUED                                       

NOTE 6 - SUMMARY OF CHANGES IN UNITS - CONTINUED                                

Summary of Changes in Units for the year ended December 31, 2013.               

                                                        [Enlarge/Download Table]

                                                                   Accumulation Units Accumulation Units Net Increase
Divisions                                                                Issued            Redeemed       (Decrease) 
---------------------------------------------------------------------------------------------------------------------
                                                                                                                     
   Platinum Investor PLUS                                                   263              (4,870)        (4,607)  
   Platinum Investor Plus (first reduction in expense ratio)              6,498              (1,919)         4,579   
   Platinum Investor Survivor (first reduction in expense ratio)            536                (229)           307   
   Platinum Investor Survivor II                                             71                (351)          (281)  
Dreyfus VIF International Value Portfolio - Initial Shares                                                           
   AG Income Advantage VUL                                                2,231                (329)         1,901   
   AG Income Advantage VUL (with GMWB rider)                                  -                 (17)           (17)  
   Income Advantage Select                                                  386                (183)           203   
   Protection Advantage Select                                              754                (411)           343   
Dreyfus VIF Opportunistic Small Cap Portfolio - Initial Shares                                                       
   Corporate America                                                         32                (148)          (116)  
   Platinum Investor I & II                                                 677                (908)          (231)  
   Platinum Investor I & II (first reduction in expense ratio)           53,950            (100,895)       (46,944)  
   Platinum Investor III                                                 11,335             (55,415)       (44,079)  
   Platinum Investor III (first reduction in expense ratio)              44,751             (29,837)        14,915   
   Platinum Investor IV                                                   2,248              (2,778)          (530)  
   Platinum Investor PLUS                                                   855             (11,723)       (10,868)  
   Platinum Investor Plus (first reduction in expense ratio)              8,065                (655)         7,411   
   Platinum Investor Survivor (first reduction in expense ratio)            417              (1,625)        (1,209)  
   Platinum Investor Survivor II                                          9,246              (9,598)          (352)  
Dreyfus VIF Quality Bond Portfolio - Initial Shares                                                                  
   Corporate America                                                         17                 (73)           (56)  
   Corporate America (reduced surrender charge)                             326                (577)          (251)  
   Platinum Investor I & II                                                 223              (1,013)          (790)  
   Platinum Investor I & II (first reduction in expense ratio)           47,799             (78,801)       (31,001)  
   Platinum Investor III                                                  5,398             (51,554)       (46,156)  
   Platinum Investor III (first reduction in expense ratio)              62,823             (20,938)        41,886   
   Platinum Investor IV                                                   2,193              (5,666)        (3,474)  
   Platinum Investor Plus (first reduction in expense ratio)              9,089              (1,834)         7,255   
   Platinum Investor PLUS                                                   350              (9,494)        (9,145)  
   Platinum Investor Survivor (first reduction in expense ratio)          2,373              (1,729)           644   
   Platinum Investor Survivor II                                            582                (407)           175   
Fidelity VIP Asset Manager Portfolio - Service Class 2                                                               
   AG Income Advantage VUL                                                  626                (259)           367   
   AG Legacy Plus                                                             3              (2,311)        (2,308)  
   AG Legacy Plus                                                         2,617                (547)         2,071   
   Corporate America (reduced surrender charge)                               -                (338)          (338)  
   Income Advantage Select                                                   81                (200)          (119)  
   Platinum Investor I & II                                                   -             (14,499)       (14,499)  
   Platinum Investor I & II (first reduction in expense ratio)           20,808              (8,974)        11,833   
   Platinum Investor III                                                  2,231             (40,624)       (38,393)  
   Platinum Investor III (first reduction in expense ratio)              46,438             (13,703)        32,734   
   Platinum Investor IV                                                     569                (971)          (403)  
   Platinum Investor FlexDirector                                             9                 (22)           (12)  
   Platinum Investor PLUS                                                   589             (11,925)       (11,337)  
   Platinum Investor Plus (first reduction in expense ratio)             16,008              (2,023)        13,985   
   Platinum Investor Survivor                                                 -                   -              -   
   Platinum Investor Survivor (first reduction in expense ratio)            944                (231)           713   
   Platinum Investor Survivor II                                            149                 (68)            81   
   Platinum Investor VIP                                                  1,707              (1,473)           234   
   Protection Advantage Select                                            2,440              (2,323)           117   
Fidelity VIP Contrafund Portfolio - Service Class 2                                                                  
   AG Income Advantage VUL                                                2,259              (2,486)          (227)  
   AG Legacy Plus                                                            12              (5,017)        (5,005)  
   AG Legacy Plus (first reduction in expense ratio)                      7,265              (1,158)         6,107   
   Corporate America (reduced surrender charge)                           1,956              (4,059)        (2,103)  
   Corporate Investor Select                                                 20                (505)          (485)  
   Income Advantage Select                                                  867                (290)           576   
   Platinum Investor I & II                                               4,862             (12,744)        (7,882)  

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           
NOTES TO FINANCIAL STATEMENTS - CONTINUED                                       

NOTE 6 - SUMMARY OF CHANGES IN UNITS - CONTINUED                                

Summary of Changes in Units for the year ended December 31, 2013.               

                                                        [Enlarge/Download Table]

                                                                    Accumulation Units Accumulation Units Net Increase
Divisions                                                                 Issued            Redeemed       (Decrease) 
----------------------------------------------------------------------------------------------------------------------
                                                                                                                      
   Platinum Investor I & II (first reduction in expense ratio)            22,460             (32,231)         (9,772) 
   Platinum Investor III                                                  33,468            (170,450)       (136,982) 
   Platinum Investor III (first reduction in expense ratio)              185,107             (79,462)        105,644  
   Platinum Investor IV                                                    5,867             (13,447)         (7,579) 
   Platinum Investor FlexDirector                                            117                (239)           (121) 
   Platinum Investor PLUS                                                  1,387             (39,091)        (37,703) 
   Platinum Investor Plus (first reduction in expense ratio)              56,215              (3,259)         52,957  
   Platinum Investor Survivor                                                  -                   -               -  
   Platinum Investor Survivor (first reduction in expense ratio)          18,580             (15,089)          3,491  
   Platinum Investor Survivor II                                           7,906              (8,383)           (477) 
   Platinum Investor VIP                                                  22,570             (18,926)          3,645  
   Platinum Investor VIP (with GMWB rider)                                    57                (163)           (105) 
   Protection Advantage Select                                             1,208              (3,568)         (2,360) 
Fidelity VIP Equity-Income Portfolio - Service Class 2                                                                
   AG Income Advantage VUL                                                 1,030              (1,214)           (184) 
   AG Legacy Plus                                                             11              (5,187)         (5,176) 
   AG Legacy Plus (first reduction in expense ratio)                       5,118              (1,491)          3,627  
   Corporate America (reduced surrender charge)                            2,032              (8,756)         (6,724) 
   Corporate Investor Select                                                  21                (535)           (514) 
   Income Advantage Select                                                   373                 (56)            317  
   Platinum Investor I & II                                               25,369             (28,157)         (2,789) 
   Platinum Investor I & II (first reduction in expense ratio)            15,339             (25,580)        (10,242) 
   Platinum Investor III                                                  10,303            (103,565)        (93,262) 
Fidelity VIP Equity-Income Portfolio - Service Class 2 - continued                                                    
   Platinum Investor III (first reduction in expense ratio)               97,782             (32,702)         65,080  
   Platinum Investor IV                                                    5,271              (3,275)          1,996  
   Platinum Investor FlexDirector                                         13,311             (14,546)         (1,235) 
   Platinum Investor PLUS                                                  2,300             (24,361)        (22,061) 
   Platinum Investor Plus (first reduction in expense ratio)              29,021              (1,492)         27,529  
   Platinum Investor Survivor                                                  -                   -               -  
   Platinum Investor Survivor (first reduction in expense ratio)          21,669             (32,458)        (10,789) 
   Platinum Investor Survivor II                                          14,180             (19,426)         (5,246) 
   Platinum Investor VIP                                                  12,408             (12,251)            157  
   Platinum Investor VIP (with GMWB rider)                                   238                (183)             55  
   Protection Advantage Select                                               936                (813)            123  
Fidelity VIP Freedom 2020 Portfolio - Service Class 2                                                                 
   AG Income Advantage VUL                                                 1,118              (1,304)           (187) 
   Corporate Investor Select                                                   -                 (10)            (10) 
   Income Advantage Select                                                    64                 (16)             49  
   Platinum Investor I & II (first reduction in expense ratio)                 -              (6,410)         (6,410) 
   Platinum Investor III                                                     419                (794)           (375) 
   Platinum Investor III (first reduction in expense ratio)                4,632                (433)          4,199  
   Platinum Investor IV                                                       57                 (20)             37  
   Platinum Investor FlexDirector                                             52                 (47)              5  
   Platinum Investor VIP                                                   1,380              (4,570)         (3,190) 
   Protection Advantage Select                                             1,079                (750)            329  
Fidelity VIP Freedom 2025 Portfolio - Service Class 2                                                                 
   AG Income Advantage VUL                                                     8              (1,163)         (1,155) 
   Corporate America (reduced surrender charge)                            9,008              (2,394)          6,614  
   Income Advantage Select                                                    11                  (2)              8  
   Platinum Investor I & II (first reduction in expense ratio)                30                (360)           (330) 
   Platinum Investor III                                                     372              (5,297)         (4,925) 
   Platinum Investor III (first reduction in expense ratio)               11,311              (4,362)          6,948  
   Platinum Investor IV                                                       20                  (5)             14  
   Platinum Investor VIP                                                   1,241                (581)            660  
   Platinum Investor VIP (with GMWB rider)                                    41                (127)            (87) 
   Platinum Investor Survivor II                                           2,354                (268)          2,086  
   Protection Advantage Select                                                63              (1,351)         (1,288) 
Fidelity VIP Freedom 2030 Portfolio - Service Class 2                                                                 
   AG Income Advantage VUL                                                 1,742                (229)          1,513  

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           
NOTES TO FINANCIAL STATEMENTS - CONTINUED                                       

NOTE 6 - SUMMARY OF CHANGES IN UNITS - CONTINUED                                

Summary of Changes in Units for the year ended December 31, 2013.               

                                                        [Enlarge/Download Table]

                                                                       Accumulation Units Accumulation Units Net Increase
Divisions                                                                    Issued            Redeemed       (Decrease) 
-------------------------------------------------------------------------------------------------------------------------
                                                                                                                         
   Income Advantage Select                                                      787                 (53)            735  
   Platinum Investor III                                                        826              (1,508)           (683) 
   Platinum Investor III (first reduction in expense ratio)                   6,325              (4,487)          1,838  
   Platinum Investor IV                                                          58                (281)           (224) 
   Platinum Investor PLUS                                                        31                  (7)             24  
   Platinum Investor Plus (first reduction in expense ratio)                     96                (188)            (92) 
   Platinum Investor Survivor II                                                278                  (3)            275  
   Platinum Investor VIP                                                      4,427                (430)          3,997  
   Platinum Investor VIP (with GMWB rider)                                       60                (185)           (124) 
   Protection Advantage Select                                                  447                (379)             68  
Fidelity VIP Growth Portfolio - Service Class 2                                                                          
   AG Income Advantage VUL                                                      885              (1,027)           (142) 
   AG Legacy Plus                                                                18              (1,835)         (1,816) 
   AG Legacy Plus (first reduction in expense ratio)                          1,331                (657)            674  
   Corporate America (reduced surrender charge)                                 899              (5,851)         (4,952) 
   Income Advantage Select                                                      173                 (72)            101  
   Platinum Investor I & II                                                  29,599             (29,579)             20  
   Platinum Investor I & II (first reduction in expense ratio)                9,555             (17,347)         (7,792) 
Fidelity VIP Growth Portfolio - Service Class 2 - continued                                                              
   Platinum Investor III                                                     36,794            (237,751)       (200,957) 
   Platinum Investor III (first reduction in expense ratio)                 158,544             (48,151)        110,394  
   Platinum Investor IV                                                       3,781              (3,048)            733  
   Platinum Investor FlexDirector                                             6,500              (6,501)             (1) 
   Platinum Investor PLUS                                                     1,109             (37,715)        (36,606) 
   Platinum Investor Plus (first reduction in expense ratio)                 46,157              (6,988)         39,169  
   Platinum Investor Survivor                                                                                            
   Platinum Investor Survivor (first reduction in expense ratio)                870              (1,035)           (165) 
   Platinum Investor Survivor II                                              3,029              (6,530)         (3,501) 
   Platinum Investor VIP                                                      6,992              (3,318)          3,674  
   Protection Advantage Select                                                1,421              (3,173)         (1,753) 
Fidelity VIP Mid Cap Portfolio - Service Class 2                                                                         
   AG Income Advantage VUL                                                    1,280              (1,086)            193  
   Corporate America (reduced surrender charge)                                 911              (3,526)         (2,615) 
   Corporate Investor Select                                                     20                (477)           (457) 
   Income Advantage Select                                                      431                (432)             (1) 
   Income Advantage Select (with GMWB rider)                                      6                  (3)              3  
   Platinum Investor I & II                                                      26                (144)           (118) 
   Platinum Investor I & II (first reduction in expense ratio)                2,966                (209)          2,757  
   Platinum Investor III                                                     12,354             (29,433)        (17,078) 
   Platinum Investor III (first reduction in expense ratio)                  53,506             (17,896)         35,609  
   Platinum Investor IV                                                       3,756              (9,724)         (5,968) 
   Platinum Investor FlexDirector                                                39                 (16)             23  
   Platinum Investor PLUS                                                       660              (4,253)         (3,593) 
   Platinum Investor Plus (first reduction in expense ratio)                  7,633                (106)          7,527  
   Platinum Investor Survivor                                                                                            
   Platinum Investor Survivor (first reduction in expense ratio)             39,302             (39,235)             67  
   Platinum Investor Survivor II                                              3,540              (4,264)           (723) 
   Platinum Investor VIP                                                     12,140              (9,586)          2,554  
   Platinum Investor VIP (with GMWB rider)                                      114                 (12)            102  
   Protection Advantage Select                                                  988                (381)            607  
Franklin Templeton Franklin Small Cap Value Securities Fund - Class 2                                                    
   AG Income Advantage VUL                                                    1,105                (859)            246  
   Corporate America (reduced surrender charge)                                 811              (2,097)         (1,286) 
   Income Advantage Select                                                      576                (141)            435  
   Income Advantage Select (with GMWB rider)                                      6                  (3)              3  
   Platinum Investor I & II                                                      20                (365)           (344) 
   Platinum Investor I & II (first reduction in expense ratio)                  550                (904)           (354) 
   Platinum Investor III                                                      7,122             (24,300)        (17,178) 
   Platinum Investor III (first reduction in expense ratio)                  29,528             (18,037)         11,492  
   Platinum Investor IV                                                       2,218             (10,639)         (8,421) 

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           
NOTES TO FINANCIAL STATEMENTS - CONTINUED                                       

NOTE 6 - SUMMARY OF CHANGES IN UNITS - CONTINUED                                

Summary of Changes in Units for the year ended December 31, 2013.               

                                                        [Enlarge/Download Table]

                                                                            Accumulation Units Accumulation Units Net Increase
Divisions                                                                         Issued            Redeemed       (Decrease) 
------------------------------------------------------------------------------------------------------------------------------
                                                                                                                              
   Platinum Investor FlexDirector                                                     26                (61)            (35)  
   Platinum Investor PLUS                                                            565             (5,982)         (5,417)  
   Platinum Investor Plus (first reduction in expense ratio)                       6,437               (447)          5,990   
   Platinum Investor Survivor (first reduction in expense ratio)                   3,899             (5,100)         (1,201)  
   Platinum Investor Survivor II                                                   4,851             (5,591)           (740)  
   Platinum Investor VIP                                                          11,153             (6,501)          4,652   
   Platinum Investor VIP (with GMWB rider)                                            77                 (8)             69   
   Protection Advantage Select                                                       754             (2,095)         (1,340)  
Franklin Templeton Franklin Small-Mid Cap Growth Securities Fund - Class 2                                                    
   AG Legacy Plus                                                                    628             (1,510)           (882)  
   AG Legacy Plus (first reduction in expense ratio)                               1,034                (98)            937   
Franklin Templeton Franklin U.S. Government Fund - Class 2                                                                    
   Corporate America (reduced surrender charge)                                    4,007             (3,148)            859   
   Platinum Investor I & II                                                           64             (1,254)         (1,190)  
   Platinum Investor I & II (first reduction in expense ratio)                     2,688             (4,937)         (2,249)  
   Platinum Investor III                                                           3,925            (26,467)        (22,542)  
   Platinum Investor III (first reduction in expense ratio)                       30,406             (9,833)         20,573   
   Platinum Investor IV                                                            2,998             (5,649)         (2,651)  
   Platinum Investor FlexDirector                                                     18                (16)              2   
   Platinum Investor PLUS                                                            569             (8,583)         (8,014)  
   Platinum Investor Plus (first reduction in expense ratio)                      10,047               (731)          9,316   
   Platinum Investor Survivor (first reduction in expense ratio)                     629             (4,252)         (3,623)  
   Platinum Investor Survivor II                                                     355               (121)            234   
   Platinum Investor VIP                                                           7,012             (4,320)          2,691   
Franklin Templeton Mutual Shares Securities Fund - Class 2                                                                    
   AG Income Advantage VUL                                                         1,034               (670)            364   
   Corporate America (reduced surrender charge)                                    1,459               (106)          1,353   
   Income Advantage Select                                                           165               (123)             42   
   Platinum Investor I & II                                                        1,415             (6,089)         (4,674)  
   Platinum Investor I & II (first reduction in expense ratio)                     9,911            (14,378)         (4,467)  
   Platinum Investor III                                                           7,111            (42,184)        (35,074)  
   Platinum Investor III (first reduction in expense ratio)                       49,069            (30,632)         18,437   
   Platinum Investor IV                                                            2,928            (13,313)        (10,385)  
   Platinum Investor FlexDirector                                                     70               (295)           (225)  
   Platinum Investor PLUS                                                          1,201            (13,696)        (12,495)  
   Platinum Investor Plus (first reduction in expense ratio)                      14,828             (3,211)         11,618   
   Platinum Investor Survivor (first reduction in expense ratio)                     803               (687)            116   
   Platinum Investor Survivor II                                                   1,358               (490)            868   
   Platinum Investor VIP                                                           5,720             (8,384)         (2,664)  
   Platinum Investor VIP (with GMWB rider)                                             -                (33)            (33)  
   Protection Advantage Select                                                     1,262             (3,421)         (2,160)  
Franklin Templeton Templeton Foreign Securities Fund - Class 2                                                                
   AG Legacy Plus                                                                    121             (2,582)         (2,461)  
   AG Legacy Plus (first reduction in expense ratio)                               3,230               (781)          2,449   
   Corporate America (reduced surrender charge)                                      346             (3,934)         (3,588)  
   Platinum Investor I & II                                                        6,902             (8,082)         (1,180)  
   Platinum Investor I & II (first reduction in expense ratio)                    13,927            (15,282)         (1,354)  
   Platinum Investor III                                                          14,499            (40,907)        (26,408)  
   Platinum Investor III (first reduction in expense ratio)                       57,655            (25,424)         32,230   
   Platinum Investor IV                                                            1,792             (2,871)         (1,079)  
   Platinum Investor FlexDirector                                                  7,319             (7,902)           (583)  
   Platinum Investor PLUS                                                            973             (8,253)         (7,280)  
   Platinum Investor Plus (first reduction in expense ratio)                       8,499             (1,884)          6,615   
   Platinum Investor Survivor (first reduction in expense ratio)                   5,195             (5,772)           (577)  
   Platinum Investor Survivor II                                                  21,526            (22,167)           (641)  
   Platinum Investor VIP                                                           9,621            (11,265)         (1,645)  
Goldman Sachs VIT Strategic Growth Fund - Institutional Shares                                                                
   Platinum Investor I & II (first reduction in expense ratio)                         -               (132)           (132)  

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           
NOTES TO FINANCIAL STATEMENTS - CONTINUED                                       

NOTE 6 - SUMMARY OF CHANGES IN UNITS - CONTINUED                                

Summary of Changes in Units for the year ended December 31, 2013.               

                                                        [Enlarge/Download Table]

                                                                   Accumulation Units Accumulation Units Net Increase
Divisions                                                                Issued            Redeemed       (Decrease) 
---------------------------------------------------------------------------------------------------------------------
                                                                                                                     
   Platinum Investor III                                                      -                  -               -   
   Platinum Investor III (first reduction in expense ratio)                   -               (252)           (252)  
   Platinum Investor Plus (first reduction in expense ratio)                  -                 (1)             (1)  
   Platinum Investor Survivor (first reduction in expense ratio)              -            (29,535)        (29,535)  
   Platinum Investor Survivor II                                         16,304            (16,626)           (322)  
Invesco V.I. Core Equity Fund - Series I                                                                             
   Corporate America                                                         31               (143)           (112)  
   Corporate America (reduced surrender charge)                             806               (376)            429   
   Platinum Investor I & II                                                  31                (75)            (44)  
   Platinum Investor I & II (first reduction in expense ratio)           23,995            (50,861)        (26,866)  
   Platinum Investor III                                                  2,911            (27,259)        (24,348)  
   Platinum Investor III (first reduction in expense ratio)              26,754            (26,852)            (98)  
   Platinum Investor IV                                                     804             (1,372)           (568)  
   Platinum Investor PLUS                                                   506             (8,254)         (7,747)  
   Platinum Investor Plus (first reduction in expense ratio)              8,976             (1,167)          7,809   
   Platinum Investor Survivor (first reduction in expense ratio)          1,420             (3,212)         (1,792)  
   Platinum Investor Survivor II                                            250                (28)            222   
Invesco V.I. Global Real Estate Fund - Series I                                                                      
   AG Income Advantage VUL                                                  332               (222)            110   
   Income Advantage Select                                                1,113               (241)            872   
   Protection Advantage Select                                              216                (99)            117   
Invesco V.I. Government Securities Fund - Series I                                                                   
   AG Legacy Plus                                                            61             (2,484)         (2,424)  
   AG Legacy Plus (first reduction in expense ratio)                      1,551               (788)            763   
Invesco V.I. High Yield Fund - Series I                                                                              
   Platinum Investor Plus (first reduction in expense ratio)                532                (65)            467   
   Platinum Investor I & II (first reduction in expense ratio)           13,617            (18,788)         (5,171)  
   Platinum Investor III                                                  6,697            (13,018)         (6,321)  
   Platinum Investor III (first reduction in expense ratio)              14,200             (2,354)         11,846   
   Platinum Investor IV                                                     318               (134)            183   
   Platinum Investor PLUS                                                   217             (1,124)           (908)  
   Platinum Investor Survivor (first reduction in expense ratio)          2,087                 (2)          2,085   
   Platinum Investor Survivor II                                         11,102               (113)         10,989   
Invesco V.I. International Growth Fund - Series I                                                                    
   AG Income Advantage VUL                                                1,069             (1,164)            (95)  
   AG Legacy Plus                                                            43             (1,934)         (1,891)  
   AG Legacy Plus (first reduction in expense ratio)                      1,310               (647)            663   
   Corporate America                                                         23               (102)            (80)  
   Corporate America (reduced surrender charge)                             766             (6,991)         (6,224)  
   Corporate Investor Select                                                 23               (525)           (502)  
   Income Advantage Select                                                1,080               (262)            819   
   Platinum Investor I & II                                               7,065             (9,281)         (2,215)  
   Platinum Investor I & II (first reduction in expense ratio)           43,573            (23,113)         20,459   
   Platinum Investor III                                                  7,431            (39,085)        (31,654)  
   Platinum Investor III (first reduction in expense ratio)              44,235            (28,394)         15,841   
   Platinum Investor IV                                                   2,526             (8,590)         (6,063)  
   Platinum Investor FlexDirector                                            44               (138)            (94)  
   Platinum Investor PLUS                                                   454             (4,390)         (3,936)  
   Platinum Investor Plus (first reduction in expense ratio)              8,422             (1,189)          7,234   
   Platinum Investor Survivor (first reduction in expense ratio)          1,919             (4,607)         (2,688)  
   Platinum Investor Survivor II                                         12,918            (12,509)            409   
   Platinum Investor VIP                                                 10,995             (9,332)          1,663   
   Platinum Investor VIP (with GMWB rider)                                  221                (31)            190   
   Protection Advantage Select                                            1,073               (317)            756   

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           
NOTES TO FINANCIAL STATEMENTS - CONTINUED                                       

NOTE 6 - SUMMARY OF CHANGES IN UNITS - CONTINUED                                

Summary of Changes in Units for the year ended December 31, 2013.               

                                                        [Enlarge/Download Table]

                                                                   Accumulation Units Accumulation Units Net Increase
Divisions                                                                Issued            Redeemed       (Decrease) 
---------------------------------------------------------------------------------------------------------------------
                                                                                                                     
Invesco Van Kampen V.I. American Franchise Fund - Series I                                                           
   AG Legacy Plus                                                             -                (346)          (346)  
   AG Legacy Plus (first reduction in expense ratio)                        198                 (41)           157   
Invesco Van Kampen V.I. Growth and Income Fund - Series I                                                            
   AG Income Advantage VUL                                                  838                (780)            58   
   AG Income Advantage VUL (with GMWB rider)                                  -                 (18)           (18)  
   Corporate America (reduced surrender charge)                               -                (709)          (709)  
   Income Advantage Select                                                  144                (160)           (16)  
   Platinum Investor I & II                                                 543              (2,439)        (1,896)  
   Platinum Investor I & II (first reduction in expense ratio)            4,743             (10,380)        (5,637)  
   Platinum Investor III                                                 11,944             (52,246)       (40,302)  
   Platinum Investor III (first reduction in expense ratio)              52,974             (22,905)        30,069   
   Platinum Investor IV                                                   3,338              (9,503)        (6,165)  
   Platinum Investor FlexDirector                                             4                 (74)           (70)  
   Platinum Investor PLUS                                                   687             (10,788)       (10,101)  
   Platinum Investor Plus (first reduction in expense ratio)             15,594                (962)        14,632   
   Platinum Investor Survivor (first reduction in expense ratio)          2,735                (795)         1,940   
   Platinum Investor Survivor II                                         21,862             (14,744)         7,118   
   Platinum Investor VIP                                                  6,805              (3,681)         3,125   
   Protection Advantage Select                                            1,310              (2,473)        (1,163)  
Janus Aspen Enterprise Portfolio - Service Shares                                                                    
   AG Income Advantage VUL                                                  261              (1,084)          (823)  
   Corporate America (reduced surrender charge)                             517              (1,555)        (1,037)  
   Income Advantage Select                                                   98                (158)           (60)  
   Platinum Investor I & II                                               1,199              (1,199)             -   
   Platinum Investor I & II (first reduction in expense ratio)            4,669              (1,347)         3,322   
   Platinum Investor III                                                  3,947             (57,206)       (53,260)  
   Platinum Investor III (first reduction in expense ratio)              40,839             (16,914)        23,925   
   Platinum Investor IV                                                     946              (2,346)        (1,400)  
   Platinum Investor FlexDirector                                            10                 (17)            (7)  
   Platinum Investor PLUS                                                   225              (2,546)        (2,321)  
   Platinum Investor Plus (first reduction in expense ratio)              4,552                (475)         4,077   
   Platinum Investor Survivor (first reduction in expense ratio)            123                (104)            18   
   Platinum Investor Survivor II                                            144                (194)           (49)  
   Platinum Investor VIP                                                  3,281                (893)         2,388   
   Protection Advantage Select                                              143                (976)          (833)  
Janus Aspen Forty Portfolio - Service Shares                                                                         
   AG Income Advantage VUL                                                  859                (174)           684   
   AG Income Advantage VUL (with GMWB rider)                                  -                 (16)           (16)  
   Income Advantage Select                                                  782                (131)           651   
   Protection Advantage Select                                              863              (1,569)          (706)  
Janus Aspen Overseas Portfolio - Service Shares                                                                      
   AG Income Advantage VUL                                                3,105              (1,568)         1,537   
   Corporate America (reduced surrender charge)                             627              (4,597)        (3,970)  
   Platinum Investor I & II                                               2,725              (2,876)          (150)  
   Platinum Investor I & II (first reduction in expense ratio)            8,125             (26,785)       (18,660)  
   Platinum Investor III                                                 27,087             (62,960)       (35,873)  
   Platinum Investor III (first reduction in expense ratio)              92,837             (67,980)        24,857   
   Platinum Investor IV                                                   3,492              (5,112)        (1,621)  
   Platinum Investor FlexDirector                                        11,931             (17,180)        (5,249)  
   Platinum Investor PLUS                                                   511              (5,170)        (4,659)  
   Platinum Investor Plus (first reduction in expense ratio)             13,171              (2,814)        10,357   
   Platinum Investor Survivor                                                                                        
   Platinum Investor Survivor (first reduction in expense ratio)        144,073            (142,640)         1,433   
   Platinum Investor Survivor II                                          3,874              (4,218)          (344)  
   Platinum Investor VIP                                                 16,506             (13,200)         3,306   
   Platinum Investor VIP (with GMWB rider)                                  949                (147)           802   
   Protection Advantage Select                                            2,424                (985)         1,439   
Janus Aspen Worldwide Portfolio - Service Shares                                                                     

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           
NOTES TO FINANCIAL STATEMENTS - CONTINUED                                       

NOTE 6 - SUMMARY OF CHANGES IN UNITS - CONTINUED                                

Summary of Changes in Units for the year ended December 31, 2013.               

                                                        [Enlarge/Download Table]

                                                                         Accumulation Units Accumulation Units Net Increase
Divisions                                                                      Issued            Redeemed       (Decrease) 
---------------------------------------------------------------------------------------------------------------------------
                                                                                                                           
   Corporate America (reduced surrender charge)                                   121               (284)           (163)  
   Platinum Investor I & II                                                       837               (837)              0   
   Platinum Investor I & II (first reduction in expense ratio)                  6,281             (5,631)            650   
   Platinum Investor III                                                        1,882            (60,251)        (58,369)  
   Platinum Investor III (first reduction in expense ratio)                    44,668            (14,590)         30,077   
   Platinum Investor IV                                                           637               (800)           (163)  
   Platinum Investor PLUS                                                         408             (8,243)         (7,835)  
   Platinum Investor Plus (first reduction in expense ratio)                    9,682               (572)          9,110   
   Platinum Investor Survivor (first reduction in expense ratio)                  601               (263)            338   
   Platinum Investor Survivor II                                                  290               (217)             73   
JPMorgan Insurance Trust Core Bond Portfolio - Class 1                                                                     
   AG Income Advantage VUL                                                        179               (129)             50   
   Income Advantage Select                                                        229                (77)            152   
   Protection Advantage Select                                                    900               (315)            585   
JPMorgan Insurance Trust International Equity Portfolio - Class 1                                                          
   AG Income Advantage VUL                                                        238               (140)             99   
   AG Income Advantage VUL (with GMWB rider)                                        -                (18)            (18)  
   Income Advantage Select                                                        279               (249)             30   
   Protection Advantage Select                                                    363               (365)             (2)  
JPMorgan Insurance Trust Mid Cap Value Portfolio - Class 1                                                                 
   Platinum Investor I & II                                                         -               (202)           (202)  
   Platinum Investor I & II (first reduction in expense ratio)                      -               (111)           (111)  
   Platinum Investor III                                                            -             (2,980)         (2,980)  
   Platinum Investor III (first reduction in expense ratio)                     1,733             (3,105)         (1,372)  
   Platinum Investor IV                                                            50               (290)           (240)  
   Platinum Investor PLUS                                                           -             (1,770)         (1,770)  
   Platinum Investor Plus (first reduction in expense ratio)                      327                  -             327   
   Platinum Investor Survivor (first reduction in expense ratio)                    -                 (5)             (5)  
   Platinum Investor Survivor II                                                    -               (113)           (113)  
JPMorgan Insurance Trust Small Cap Core Portfolio - Class 1                                                                
   Platinum Investor I & II                                                     8,067             (7,996)             71   
   Platinum Investor I & II (first reduction in expense ratio)                  3,839             (5,530)         (1,691)  
   Platinum Investor III                                                        4,697            (22,187)        (17,490)  
   Platinum Investor III (first reduction in expense ratio)                    20,345             (7,176)         13,168   
JPMorgan Insurance Trust Small Cap Core Portfolio - Class 1 - continued                                                    
   Platinum Investor IV                                                         1,379             (6,971)         (5,593)  
   Platinum Investor FlexDirector                                                  39                (13)             26   
   Platinum Investor PLUS                                                         296             (4,751)         (4,455)  
   Platinum Investor Plus (first reduction in expense ratio)                    6,327             (1,871)          4,455   
   Platinum Investor Survivor (first reduction in expense ratio)                   65                (10)             55   
   Platinum Investor Survivor II                                                1,192             (2,123)           (931)  
   Platinum Investor VIP                                                        5,472             (6,622)         (1,150)  
MFS VIT Core Equity Series - Initial Class                                                                                 
   Corporate America (reduced surrender charge)                                   207               (414)           (207)  
   Platinum Investor I & II                                                     1,140             (1,121)             20   
   Platinum Investor I & II (first reduction in expense ratio)                  3,126             (9,652)         (6,526)  
   Platinum Investor III                                                        2,293            (40,002)        (37,709)  
   Platinum Investor III (first reduction in expense ratio)                    29,586            (15,183)         14,402   
   Platinum Investor IV                                                           750               (697)             53   
   Platinum Investor PLUS                                                       1,919            (17,953)        (16,034)  
   Platinum Investor Plus (first reduction in expense ratio)                   21,620             (1,169)         20,451   
   Platinum Investor Survivor (first reduction in expense ratio)                1,167             (1,147)             20   
   Platinum Investor Survivor II                                                    -                (20)            (20)  
MFS VIT Growth Series - Initial Class                                                                                      
   AG Legacy Plus                                                                 309               (929)           (620)  
   AG Legacy Plus (first reduction in expense ratio)                            1,109               (769)            339   
   Corporate America (reduced surrender charge)                                     -                (14)            (14)  
   Platinum Investor I & II                                                       128               (128)              -   
   Platinum Investor I & II (first reduction in expense ratio)                 19,740            (38,220)        (18,481)  
   Platinum Investor III                                                        8,680            (89,139)        (80,459)  

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           
NOTES TO FINANCIAL STATEMENTS - CONTINUED                                       

NOTE 6 - SUMMARY OF CHANGES IN UNITS - CONTINUED                                

Summary of Changes in Units for the year ended December 31, 2013.               

                                                        [Enlarge/Download Table]

                                                                   Accumulation Units Accumulation Units Net Increase
Divisions                                                                Issued            Redeemed       (Decrease) 
---------------------------------------------------------------------------------------------------------------------
                                                                                                                     
   Platinum Investor III (first reduction in expense ratio)              63,397            (14,760)         48,638   
   Platinum Investor IV                                                     688               (750)            (61)  
   Platinum Investor FlexDirector                                        15,295            (16,508)         (1,213)  
   Platinum Investor PLUS                                                 1,000            (13,441)        (12,441)  
   Platinum Investor Plus (first reduction in expense ratio)             17,471             (1,527)         15,943   
   Platinum Investor Survivor                                                                                        
   Platinum Investor Survivor (first reduction in expense ratio)            870             (1,345)           (475)  
   Platinum Investor Survivor II                                            525                (36)            488   
MFS VIT New Discovery Series - Initial Class                                                                         
   AG Income Advantage VUL                                                  280               (259)             20   
   AG Legacy Plus                                                         3,650             (5,521)         (1,872)  
   AG Legacy Plus (first reduction in expense ratio)                      4,672               (107)          4,565   
   Corporate America (reduced surrender charge)                             113             (1,105)           (992)  
   Income Advantage Select                                                   84               (114)            (30)  
   Platinum Investor I & II                                               8,696             (8,626)             70   
   Platinum Investor I & II (first reduction in expense ratio)            1,169             (2,152)           (983)  
   Platinum Investor III                                                  2,863            (55,280)        (52,417)  
   Platinum Investor III (first reduction in expense ratio)              45,481            (10,085)         35,395   
   Platinum Investor IV                                                   2,044             (1,263)            781   
   Platinum Investor FlexDirector                                         2,055             (2,384)           (330)  
   Platinum Investor PLUS                                                 1,010             (9,805)         (8,795)  
   Platinum Investor Plus (first reduction in expense ratio)             10,332             (1,992)          8,340   
   Platinum Investor Survivor (first reduction in expense ratio)            167               (681)           (514)  
   Platinum Investor Survivor II                                          8,620             (8,441)            179   
   Platinum Investor VIP                                                  3,174             (2,725)            448   
   Platinum Investor VIP (with GMWB rider)                                    -                 (6)             (6)  
   Protection Advantage Select                                              222               (760)           (538)  
MFS VIT Research Series - Initial Class                                                                              
   AG Income Advantage VUL                                                  334               (186)            148   
   Income Advantage Select                                                  588                (71)            517   
   Platinum Investor I & II (first reduction in expense ratio)              582             (1,089)           (507)  
   Platinum Investor III                                                  6,462            (19,211)        (12,749)  
   Platinum Investor III (first reduction in expense ratio)              17,347             (5,920)         11,428   
   Platinum Investor IV                                                     417               (870)           (453)  
   Platinum Investor PLUS                                                   197             (5,756)         (5,559)  
   Platinum Investor Plus (first reduction in expense ratio)              7,770               (245)          7,525   
   Platinum Investor Survivor (first reduction in expense ratio)            856             (1,144)           (288)  
   Platinum Investor Survivor II                                             20                (63)            (42)  
   Platinum Investor VIP                                                  2,156               (578)          1,578   
   Protection Advantage Select                                              436               (239)            197   
MFS VIT Total Return Series - Initial Class                                                                          
   AG Legacy Plus                                                           625            (13,753)        (13,128)  
   AG Legacy Plus (first reduction in expense ratio)                      8,549             (2,639)          5,909   
Neuberger Berman AMT Mid-Cap Growth Portfolio - Class I                                                              
   AG Income Advantage VUL                                                   76               (382)           (306)  
   Corporate America (reduced surrender charge)                             328             (1,152)           (823)  
   Income Advantage Select                                                  618                (77)            541   
   Platinum Investor I & II                                              16,036            (16,144)           (108)  
   Platinum Investor I & II (first reduction in expense ratio)            4,838            (11,193)         (6,354)  
   Platinum Investor III                                                  4,968            (41,812)        (36,844)  
   Platinum Investor III (first reduction in expense ratio)              33,724            (10,199)         23,525   
   Platinum Investor IV                                                   1,491             (1,049)            442   
   Platinum Investor FlexDirector                                             2                 (2)              -   
   Platinum Investor PLUS                                                   753            (11,395)        (10,642)  
   Platinum Investor Plus (first reduction in expense ratio)             12,973               (847)         12,125   
   Platinum Investor Survivor (first reduction in expense ratio)         58,695            (57,583)          1,112   
   Platinum Investor Survivor II                                            358                (96)            263   
   Platinum Investor VIP                                                  4,353             (2,854)          1,499   
   Platinum Investor VIP (with GMWB rider)                                   18                (78)            (60)  
   Protection Advantage Select                                              406             (1,217)           (811)  

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           
NOTES TO FINANCIAL STATEMENTS - CONTINUED                                       

NOTE 6 - SUMMARY OF CHANGES IN UNITS - CONTINUED                                

Summary of Changes in Units for the year ended December 31, 2013.               

                                                        [Enlarge/Download Table]

                                                                             Accumulation Units Accumulation Units Net Increase
Divisions                                                                          Issued            Redeemed       (Decrease) 
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                                               
Neuberger Berman AMT Large Cap Value Portfolio - Class I                                                                       
   AG Legacy Plus                                                                     419               (539)           (120)  
   AG Legacy Plus (first reduction in expense ratio)                                  979               (922)             57   
Neuberger Berman AMT Socially Responsive Portfolio - Class I                                                                   
   AG Income Advantage VUL                                                             46                 (4)             42   
   Corporate America (reduced surrender charge)                                       534                (18)            516   
   Income Advantage Select                                                             12                 (1)             11   
   Protection Advantage Select                                                         27                 (7)             20   
Oppenheimer Balanced Fund/VA - Non-Service Shares                                                                              
   AG Income Advantage VUL                                                            315               (235)             80   
   Income Advantage Select                                                            109                (90)             20   
   Platinum Investor I & II                                                            10             (1,221)         (1,211)  
   Platinum Investor I & II (first reduction in expense ratio)                      1,992               (455)          1,538   
   Platinum Investor III                                                            1,613            (11,721)        (10,108)  
   Platinum Investor III (first reduction in expense ratio)                        19,586             (2,575)         17,011   
   Platinum Investor IV                                                             1,108             (2,644)         (1,535)  
   Platinum Investor FlexDirector                                                      37                (41)             (3)  
   Platinum Investor PLUS                                                             494             (2,164)         (1,670)  
   Platinum Investor Plus (first reduction in expense ratio)                        1,904                (50)          1,854   
   Platinum Investor Survivor (first reduction in expense ratio)                      239                 (9)            230   
   Platinum Investor Survivor II                                                      471               (189)            283   
   Platinum Investor VIP                                                            3,701             (5,769)         (2,068)  
   Protection Advantage Select                                                        213               (499)           (286)  
Oppenheimer Global Securities Fund/VA - Non-Service Shares                                                                     
   AG Income Advantage VUL                                                          1,286               (472)            814   
   Corporate America (reduced surrender charge)                                       548             (2,449)         (1,901)  
   Corporate Investor Select                                                           30               (751)           (720)  
   Income Advantage Select                                                            334               (164)            170   
   Platinum Investor I & II                                                            97             (2,575)         (2,479)  
   Platinum Investor I & II (first reduction in expense ratio)                      5,099               (353)          4,745   
   Platinum Investor III                                                            5,633            (19,331)        (13,698)  
   Platinum Investor III (first reduction in expense ratio)                        29,091             (7,937)         21,153   
   Platinum Investor IV                                                             2,658             (7,893)         (5,235)  
   Platinum Investor FlexDirector                                                      22                (13)              9   
   Platinum Investor PLUS                                                             542             (2,615)         (2,073)  
   Platinum Investor Plus (first reduction in expense ratio)                        4,009                (80)          3,929   
   Platinum Investor Survivor (first reduction in expense ratio)                   32,986            (22,820)         10,166   
   Platinum Investor Survivor II                                                    5,809             (6,083)           (274)  
   Platinum Investor VIP                                                            9,256             (4,933)          4,323   
   Platinum Investor VIP (with GMWB rider)                                             58               (158)            (99)  
   Protection Advantage Select                                                        677             (1,777)         (1,100)  
Oppenheimer Global Strategic Income Fund/VA (Non-Service)                                                                      
   AG Legacy Plus (first reduction in expense ratio)                                   90               (130)            (40)  
   AG Legacy Plus                                                                     271             (4,070)         (3,799)  
PIMCO VIT CommodityRealReturn Strategy Portfolio - Administrative Class                                                        
   AG Income Advantage VUL                                                            938               (286)            652   
   AG Income Advantage VUL (with GMWB rider)                                            -                 (8)             (8)  
   Corporate America (reduced surrender charge)                                       562             (3,408)         (2,845)  
   Income Advantage Select                                                            538                (78)            460   
   Platinum Investor I & II                                                             -                  -               -   
   Platinum Investor I & II (first reduction in expense ratio)                     13,649               (546)         13,103   
   Platinum Investor III                                                            4,051             (5,108)         (1,058)  
   Platinum Investor III (first reduction in expense ratio)                        12,595             (9,078)          3,517   
   Platinum Investor IV                                                             2,230             (2,321)            (91)  
   Platinum Investor FlexDirector                                                   9,469             (8,374)          1,096   
   Platinum Investor PLUS                                                             214             (1,243)         (1,029)  
   Platinum Investor Plus (first reduction in expense ratio)                        1,711               (159)          1,552   
   Platinum Investor Survivor II                                                    6,784            (11,248)         (4,464)  
   Platinum Investor VIP                                                            4,169            (13,830)         (9,662)  
   Platinum Investor VIP (with GMWB rider)                                             73                 (8)             65   
   Protection Advantage Select                                                      1,448             (1,917)           (468)  

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           
NOTES TO FINANCIAL STATEMENTS - CONTINUED                                       

NOTE 6 - SUMMARY OF CHANGES IN UNITS - CONTINUED                                

Summary of Changes in Units for the year ended December 31, 2013.               

                                                        [Enlarge/Download Table]

                                                                             Accumulation Units Accumulation Units Net Increase
Divisions                                                                          Issued            Redeemed       (Decrease) 
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                                               
PIMCO VIT Global Bond Portfolio (Unhedged) - Administrative Class                                                              
   AG Income Advantage VUL                                                             44                 (49)             (6) 
   Income Advantage Select                                                            485                (107)            378  
   Protection Advantage Select                                                        587                (317)            271  
PIMCO VIT Real Return Portfolio - Administrative Class                                                                         
   AG Income Advantage VUL                                                            666                (951)           (286) 
   AG Legacy Plus                                                                     376              (7,159)         (6,783) 
   AG Legacy Plus (first reduction in expense ratio)                                4,651              (1,193)          3,458  
   Corporate America (reduced surrender charge)                                       748              (4,762)         (4,014) 
   Corporate Investor Select                                                           12                (282)           (269) 
   Income Advantage Select                                                            378                (127)            251  
   Platinum Investor I & II                                                           418              (4,454)         (4,036) 
   Platinum Investor I & II (first reduction in expense ratio)                     90,971             (94,577)         (3,606) 
   Platinum Investor III                                                            2,231            (103,481)       (101,250) 
   Platinum Investor III (first reduction in expense ratio)                       165,543             (30,729)        134,814  
   Platinum Investor IV                                                             2,465              (8,177)         (5,712) 
   Platinum Investor FlexDirector                                                       -                 (35)            (35) 
   Platinum Investor PLUS                                                           1,293             (17,119)        (15,826) 
   Platinum Investor Plus (first reduction in expense ratio)                       21,536              (2,907)         18,630  
   Platinum Investor Survivor (first reduction in expense ratio)                    3,047              (7,831)         (4,785) 
   Platinum Investor Survivor II                                                    5,983             (15,164)         (9,180) 
   Platinum Investor VIP                                                            8,160             (12,748)         (4,587) 
   Protection Advantage Select                                                        401                (228)            173  
PIMCO VIT Short-Term Portfolio - Administrative Class                                                                          
   AG Income Advantage VUL                                                          1,469                (386)          1,083  
   AG Income Advantage VUL (with GMWB rider)                                            -                 (13)            (13) 
   Corporate America (reduced surrender charge)                                       323              (6,134)         (5,812) 
   Corporate Investor Select                                                            -                 (16)            (16) 
   Income Advantage Select                                                            329                (128)            201  
   Platinum Investor I & II                                                         1,557              (1,557)              -  
   Platinum Investor I & II (first reduction in expense ratio)                      3,506              (5,578)         (2,072) 
   Platinum Investor III                                                           12,398             (64,222)        (51,824) 
   Platinum Investor III (first reduction in expense ratio)                        65,411             (84,448)        (19,037) 
   Platinum Investor IV                                                             4,262              (3,207)          1,056  
   Platinum Investor FlexDirector                                                  30,489             (19,082)         11,407  
   Platinum Investor PLUS                                                           6,064              (6,949)           (885) 
   Platinum Investor Plus (first reduction in expense ratio)                        3,812              (1,242)          2,570  
   Platinum Investor Survivor (first reduction in expense ratio)                    1,306              (8,284)         (6,978) 
   Platinum Investor Survivor II                                                   21,806            (102,212)        (80,406) 
   Platinum Investor VIP                                                            7,264              (3,113)          4,151  
   Platinum Investor VIP (with GMWB rider)                                            195                 (20)            175  
   Protection Advantage Select                                                        246                (148)             98  
PIMCO VIT Total Return Portfolio - Administrative Class                                                                        
   AG Income Advantage VUL                                                          1,731                (648)          1,082  
   AG Income Advantage VUL (with GMWB rider)                                            -                 (11)            (11) 
   AG Legacy Plus                                                                      38              (5,778)         (5,740) 
   AG Legacy Plus (first reduction in expense ratio)                                6,859              (1,940)          4,918  
   Corporate America (reduced surrender charge)                                     6,927              (7,057)           (130) 
   Corporate Investor Select                                                           28                (576)           (549) 
   Income Advantage Select                                                            644                (212)            433  
   Platinum Investor I & II                                                         1,283              (3,573)         (2,290) 
   Platinum Investor I & II (first reduction in expense ratio)                      8,557             (20,324)        (11,767) 
   Platinum Investor III                                                            5,696             (78,144)        (72,448) 
   Platinum Investor III (first reduction in expense ratio)                       118,220             (44,191)         74,028  
   Platinum Investor IV                                                             5,448              (6,117)           (670) 
   Platinum Investor FlexDirector                                                  14,151             (21,873)         (7,722) 
   Platinum Investor PLUS                                                           5,375             (27,995)        (22,619) 
   Platinum Investor Plus (first reduction in expense ratio)                       32,789              (7,457)         25,332  
   Platinum Investor Survivor (first reduction in expense ratio)                    5,904              (8,667)         (2,763) 
   Platinum Investor Survivor II                                                   22,883             (50,936)        (28,053) 
   Platinum Investor VIP                                                           15,388             (14,137)          1,251  

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           
NOTES TO FINANCIAL STATEMENTS - CONTINUED                                       

NOTE 6 - SUMMARY OF CHANGES IN UNITS - CONTINUED                                

Summary of Changes in Units for the year ended December 31, 2013.               

                                                        [Enlarge/Download Table]

                                                                             Accumulation Units Accumulation Units Net Increase
Divisions                                                                          Issued            Redeemed       (Decrease) 
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                                               
PIMCO VIT Total Return Portfolio - Administrative Class - continued                                                            
   Platinum Investor VIP (with GMWB rider)                                            247                (36)            210   
   Protection Advantage Select                                                      6,554             (4,187)          2,367   
Pioneer Fund VCT Portfolio - Class I                                                                                           
   Platinum Investor I & II                                                             -               (154)           (154)  
   Platinum Investor I & II (first reduction in expense ratio)                     17,115            (37,344)        (20,230)  
   Platinum Investor III                                                               80             (2,182)         (2,102)  
   Platinum Investor III (first reduction in expense ratio)                         3,791             (6,093)         (2,303)  
   Platinum Investor PLUS                                                               1               (449)           (448)  
   Platinum Investor Plus (first reduction in expense ratio)                          589                (60)            529   
   Platinum Investor Survivor (first reduction in expense ratio)                      196                (79)            117   
   Platinum Investor Survivor II                                                        -                (18)            (18)  
Pioneer Growth Opportunities VCT Portfolio - Class I                                                                           
   Corporate America                                                                   20                (92)            (72)  
   Platinum Investor I & II                                                             3                (68)            (65)  
   Platinum Investor I & II (first reduction in expense ratio)                      6,784            (18,432)        (11,648)  
   Platinum Investor III                                                              520             (9,606)         (9,086)  
   Platinum Investor III (first reduction in expense ratio)                         9,637             (8,228)          1,409   
   Platinum Investor PLUS                                                             142             (1,198)         (1,056)  
   Platinum Investor Plus (first reduction in expense ratio)                        1,336                (69)          1,267   
   Platinum Investor Survivor (first reduction in expense ratio)                       67                (43)             24   
   Platinum Investor Survivor II                                                        -                (10)            (10)  
Pioneer Mid Cap Value VCT Portfolio - Class I                                                                                  
   AG Income Advantage VUL                                                            362               (141)            221   
   Corporate America (reduced surrender charge)                                         -               (336)           (336)  
   Income Advantage Select                                                            116               (109)              6   
   Platinum Investor I & II                                                            22                 (6)             17   
   Platinum Investor I & II (first reduction in expense ratio)                          -                (15)            (15)  
   Platinum Investor III                                                              465             (1,902)         (1,437)  
   Platinum Investor III (first reduction in expense ratio)                         1,250             (1,085)            165   
   Platinum Investor IV                                                               256               (172)             84   
   Platinum Investor FlexDirector                                                  17,934            (19,467)         (1,532)  
   Platinum Investor PLUS                                                             218               (718)           (500)  
   Platinum Investor Plus (first reduction in expense ratio)                          518               (136)            382   
   Platinum Investor Survivor II                                                    1,413                (61)          1,352   
   Platinum Investor VIP                                                            3,683             (3,126)            557   
   Platinum Investor VIP (with GMWB rider)                                            365               (140)            225   
   Protection Advantage Select                                                        416               (202)            215   
Putnam VT Diversified Income Fund - Class IB                                                                                   
   AG Income Advantage VUL                                                          2,240               (118)          2,122   
   AG Legacy Plus                                                                      85             (2,055)         (1,971)  
   AG Legacy Plus (first reduction in expense ratio)                                2,168               (248)          1,920   
   Corporate America                                                                    -             (6,092)         (6,092)  
   Corporate America (reduced surrender charge)                                       399             (1,040)           (641)  
   Income Advantage Select                                                            110               (157)            (46)  
   Income Advantage Select (with GMWB rider)                                            8                 (4)              4   
   Platinum Investor I & II                                                             -                (31)            (31)  
   Platinum Investor I & II (first reduction in expense ratio)                      1,286             (1,549)           (263)  
   Platinum Investor III                                                              893            (26,955)        (26,062)  
   Platinum Investor III (first reduction in expense ratio)                        40,122            (28,840)         11,282   
   Platinum Investor IV                                                             1,084             (1,017)             67   
   Platinum Investor FlexDirector                                                       5                 (7)             (2)  
   Platinum Investor PLUS                                                             159             (3,211)         (3,052)  
   Platinum Investor Plus (first reduction in expense ratio)                        4,189               (136)          4,053   
   Platinum Investor Survivor (first reduction in expense ratio)                      699                (59)            640   
   Platinum Investor Survivor II                                                    4,250                (86)          4,164   
   Platinum Investor VIP                                                            4,138             (3,959)            179   
   Protection Advantage Select                                                        156               (178)            (22)  
Putnam VT Growth and Income Fund - Class IB                                                                                    
   Corporate America                                                                    -             (8,484)         (8,484)  
   Corporate America (reduced surrender charge)                                       793             (1,091)           (298)  

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           
NOTES TO FINANCIAL STATEMENTS - CONTINUED                                       

NOTE 6 - SUMMARY OF CHANGES IN UNITS - CONTINUED                                

Summary of Changes in Units for the year ended December 31, 2013.               

                                                        [Enlarge/Download Table]

                                                                             Accumulation Units Accumulation Units Net Increase
Divisions                                                                          Issued            Redeemed       (Decrease) 
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                                               
   Platinum Investor I & II                                                           355               (414)            (59)  
   Platinum Investor I & II (first reduction in expense ratio)                      3,034            (11,421)         (8,388)  
   Platinum Investor III                                                            3,799            (91,540)        (87,741)  
   Platinum Investor III (first reduction in expense ratio)                        83,637            (16,728)         66,909   
   Platinum Investor IV                                                             3,299             (1,903)          1,396   
   Platinum Investor PLUS                                                             795            (16,281)        (15,486)  
   Platinum Investor Plus (first reduction in expense ratio)                       17,147             (2,540)         14,607   
   Platinum Investor Survivor (first reduction in expense ratio)                      697             (1,498)           (801)  
   Platinum Investor Survivor II                                                    1,247               (361)            886   
Putnam VT International Value Fund - Class IB                                                                                  
   Corporate America (reduced surrender charge)                                     1,221               (616)            605   
   Platinum Investor I & II                                                         1,917             (1,889)             27   
   Platinum Investor I & II (first reduction in expense ratio)                     15,271            (35,855)        (20,585)  
   Platinum Investor III                                                            4,040            (29,043)        (25,003)  
   Platinum Investor III (first reduction in expense ratio)                        46,698            (20,431)         26,268   
   Platinum Investor IV                                                             1,761             (1,909)           (148)  
   Platinum Investor FlexDirector                                                       7                (12)             (5)  
   Platinum Investor PLUS                                                             439             (5,119)         (4,680)  
   Platinum Investor Plus (first reduction in expense ratio)                        8,922             (1,034)          7,888   
   Platinum Investor Survivor                                                           -                  -               -   
   Platinum Investor Survivor (first reduction in expense ratio)                    1,380             (1,178)            201   
   Platinum Investor Survivor II                                                    9,070             (9,665)           (595)  
   Platinum Investor VIP                                                           10,949             (6,450)          4,499   
   Platinum Investor VIP (with GMWB rider)                                             79               (164)            (85)  
Putnam VT Multi-Cap Growth Fund - Class IB                                                                                     
   AG Legacy Plus                                                                     478               (663)           (185)  
   AG Legacy Plus (first reduction in expense ratio)                                  633                (80)            553   
Putnam VT Small Cap Value Fund - Class IB                                                                                      
   AG Income Advantage VUL                                                          1,456                (87)          1,369   
   AG Legacy Plus                                                                   1,165             (1,387)           (222)  
   AG Legacy Plus (first reduction in expense ratio)                                  932               (646)            286   
   Income Advantage Select                                                             48                (12)             36   
   Protection Advantage Select                                                         80                (94)            (14)  
Putnam VT Voyager Fund - Class IB                                                                                              
   AG Legacy Plus                                                                   5,408            (11,265)         (5,857)  
   AG Legacy Plus (first reduction in expense ratio)                                6,476               (277)          6,199   
SunAmerica Aggressive Growth Portfolio - Class 1                                                                               
   AG Income Advantage VUL                                                             98                (95)              3   
   Income Advantage Select                                                             60                (18)             42   
   Platinum Investor I & II (first reduction in expense ratio)                         96               (582)           (486)  
   Platinum Investor III                                                            1,809            (22,354)        (20,545)  
   Platinum Investor III (first reduction in expense ratio)                        27,700             (2,150)         25,551   
   Platinum Investor IV                                                             1,633             (1,679)            (46)  
   Platinum Investor FlexDirector                                                       1                (20)            (19)  
   Platinum Investor PLUS                                                             276             (2,119)         (1,843)  
   Platinum Investor Plus (first reduction in expense ratio)                        2,710               (519)          2,191   
   Platinum Investor Survivor II                                                       16                  -              16   
   Platinum Investor VIP                                                            3,746             (2,086)          1,660   
   Protection Advantage Select                                                        103                (56)             47   
SunAmerica Balanced Portfolio - Class 1                                                                                        
   AG Income Advantage VUL                                                            125                (36)             90   
   Income Advantage Select                                                             41               (153)           (111)  
   Platinum Investor I & II (first reduction in expense ratio)                      3,785             (1,263)          2,522   
   Platinum Investor III                                                            1,431            (20,656)        (19,225)  
   Platinum Investor III (first reduction in expense ratio)                        39,782             (2,456)         37,326   
   Platinum Investor IV                                                               889             (1,024)           (135)  
   Platinum Investor FlexDirector                                                       3                 (2)              1   
   Platinum Investor PLUS                                                             594             (8,841)         (8,247)  
   Platinum Investor Plus (first reduction in expense ratio)                        9,791             (1,010)          8,781   

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           
NOTES TO FINANCIAL STATEMENTS - CONTINUED                                       

NOTE 6 - SUMMARY OF CHANGES IN UNITS - CONTINUED                                

Summary of Changes in Units for the year ended December 31, 2013.               

                                                        [Enlarge/Download Table]

                                                                             Accumulation Units Accumulation Units Net Increase
Divisions                                                                          Issued            Redeemed       (Decrease) 
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                                               
   Platinum Investor Survivor (first reduction in expense ratio)                    6,553                (52)          6,501   
   Platinum Investor Survivor II                                                      143                (44)             99   
   Platinum Investor VIP                                                            1,414             (3,099)         (1,685)  
   Protection Advantage Select                                                         50               (134)            (84)  
UIF Growth Portfolio - Class I Shares                                                                                          
   Platinum Investor I & II                                                           253               (253)              -   
   Platinum Investor I & II (first reduction in expense ratio)                      2,919            (26,310)        (23,390)  
   Platinum Investor III                                                            1,424            (14,847)        (13,423)  
   Platinum Investor III (first reduction in expense ratio)                        10,392             (5,880)          4,512   
   Platinum Investor IV                                                               210               (334)           (124)  
   Platinum Investor PLUS                                                             151             (1,802)         (1,650)  
   Platinum Investor Plus (first reduction in expense ratio)                        2,530               (134)          2,395   
   Platinum Investor Survivor (first reduction in expense ratio)                      568               (471)             97   
   Platinum Investor Survivor II                                                        -                (26)            (26)  
VALIC Company I International Equities Fund                                                                                    
   AG Income Advantage VUL                                                          1,961               (393)          1,567   
   AG Legacy Plus                                                                       -                  -               -   
   AG Legacy Plus (first reduction in expense ratio)                                    -               (176)           (176)  
   Corporate America (reduced surrender charge)                                       661               (113)            548   
   Income Advantage Select                                                            143                (18)            125   
   Platinum Investor I & II                                                         2,942             (4,594)         (1,653)  
   Platinum Investor I & II (first reduction in expense ratio)                      6,050            (10,069)         (4,019)  
   Platinum Investor III                                                              951            (12,904)        (11,953)  
   Platinum Investor III (first reduction in expense ratio)                        13,434             (9,747)          3,688   
   Platinum Investor IV                                                             1,294             (1,205)             88   
   Platinum Investor FlexDirector                                                       -                (51)            (51)  
   Platinum Investor PLUS                                                             652             (4,528)         (3,876)  
   Platinum Investor Plus (first reduction in expense ratio)                        6,264               (587)          5,677   
   Platinum Investor Survivor (first reduction in expense ratio)                      334               (749)           (414)  
   Platinum Investor Survivor II                                                      258               (558)           (300)  
   Platinum Investor VIP                                                            4,630             (2,245)          2,385   
   Protection Advantage Select                                                        280               (161)            119   
VALIC Company I Mid Cap Index Fund                                                                                             
   AG Income Advantage VUL                                                          2,016             (1,612)            403   
   AG Legacy Plus                                                                     285               (875)           (589)  
   AG Legacy Plus (first reduction in expense ratio)                                1,521             (1,085)            435   
   Corporate America                                                                   23               (105)            (82)  
   Corporate America (reduced surrender charge)                                       234             (3,693)         (3,460)  
   Income Advantage Select                                                             97                (12)             86   
   Platinum Investor I & II                                                         1,117             (2,010)           (892)  
   Platinum Investor I & II (first reduction in expense ratio)                      6,407            (22,779)        (16,372)  
   Platinum Investor III                                                            2,550            (47,739)        (45,189)  
   Platinum Investor III (first reduction in expense ratio)                        63,390            (45,741)         17,649   
   Platinum Investor IV                                                             2,910             (2,575)            335   
   Platinum Investor FlexDirector                                                      20                (20)              -   
   Platinum Investor PLUS                                                           1,296            (15,488)        (14,192)  
   Platinum Investor Plus (first reduction in expense ratio)                       24,305             (2,466)         21,839   
   Platinum Investor Survivor (first reduction in expense ratio)                    1,209             (1,585)           (376)  
   Platinum Investor Survivor II                                                    5,019             (5,065)            (45)  
   Platinum Investor VIP                                                            6,355             (4,382)          1,973   
   Platinum Investor VIP (with GMWB rider)                                             51               (155)           (104)  
   Protection Advantage Select                                                        280               (455)           (174)  
VALIC Company I Money Market I Fund                                                                                            
   AG Income Advantage VUL                                                         12,424            (13,567)         (1,142)  
   AG Income Advantage VUL (with GMWB rider)                                            -                (11)            (11)  
   AG Legacy Plus                                                                   1,120             (1,776)           (656)  
   AG Legacy Plus (first reduction in expense ratio)                                9,655            (10,551)           (896)  
   Corporate America (reduced surrender charge)                                     5,009            (16,371)        (11,362)  

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           
NOTES TO FINANCIAL STATEMENTS - CONTINUED                                       

NOTE 6 - SUMMARY OF CHANGES IN UNITS - CONTINUED                                

Summary of Changes in Units for the year ended December 31, 2013.               

                                                        [Enlarge/Download Table]

                                                                             Accumulation Units Accumulation Units Net Increase
Divisions                                                                          Issued            Redeemed       (Decrease) 
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                                               
   Income Advantage Select                                                          1,417              (5,239)         (3,822) 
   Platinum Investor I & II                                                           972              (6,565)         (5,593) 
   Platinum Investor I & II (first reduction in expense ratio)                    158,001            (184,448)        (26,448) 
   Platinum Investor III                                                           26,542            (151,212)       (124,670) 
   Platinum Investor III (first reduction in expense ratio)                       137,086             (71,348)         65,737  
   Platinum Investor IV                                                            68,438              (3,963)         64,475  
   Platinum Investor FlexDirector                                                   3,211              (3,030)            181  
   Platinum Investor PLUS                                                           2,077             (15,666)        (13,588) 
   Platinum Investor Plus (first reduction in expense ratio)                       14,728              (2,102)         12,626  
   Platinum Investor Survivor (first reduction in expense ratio)                   12,555             (33,243)        (20,688) 
   Platinum Investor Survivor II                                                   42,897             (18,563)         24,334  
   Platinum Investor VIP                                                           15,151             (46,261)        (31,111) 
   Platinum Investor VIP (with GMWB rider)                                             89                  (9)             80  
   Protection Advantage Select                                                     14,973              (3,878)         11,095  
VALIC Company I Nasdaq-100 Index Fund                                                                                          
   AG Income Advantage VUL                                                            880                (211)            668  
   Income Advantage Select                                                             22                  (3)             19  
   Platinum Investor I & II                                                         2,317              (2,221)             96  
   Platinum Investor I & II (first reduction in expense ratio)                      1,754              (1,867)           (113) 
   Platinum Investor III                                                            7,357             (79,825)        (72,468) 
   Platinum Investor III (first reduction in expense ratio)                        45,996              (7,798)         38,199  
   Platinum Investor IV                                                               462                (884)           (421) 
   Platinum Investor FlexDirector                                                       3                  (5)             (2) 
   Platinum Investor PLUS                                                           1,010              (7,814)         (6,804) 
   Platinum Investor Plus (first reduction in expense ratio)                       10,955              (1,960)          8,995  
   Platinum Investor Survivor (first reduction in expense ratio)                      588                (143)            445  
   Platinum Investor Survivor II                                                    1,241              (2,806)         (1,565) 
   Platinum Investor VIP                                                            2,923              (2,332)            590  
   Protection Advantage Select                                                        879                (580)            299  
VALIC Company I Science & Technology Fund                                                                                      
   AG Income Advantage VUL                                                            228                 (55)            173  
   Income Advantage Select                                                              8                  (1)              6  
   Platinum Investor I & II                                                            63                   -              63  
   Platinum Investor I & II (first reduction in expense ratio)                      3,330              (3,829)           (500) 
   Platinum Investor III                                                            7,307             (22,964)        (15,657) 
   Platinum Investor III (first reduction in expense ratio)                         9,990              (2,329)          7,661  
   Platinum Investor IV                                                               407                (592)           (185) 
   Platinum Investor FlexDirector                                                      17                 (12)              5  
   Platinum Investor PLUS                                                             191              (1,677)         (1,486) 
   Platinum Investor Plus (first reduction in expense ratio)                        2,248                 (34)          2,215  
   Platinum Investor Survivor (first reduction in expense ratio)                      169                 (89)             80  
   Platinum Investor Survivor II                                                    1,191                (248)            943  
   Platinum Investor VIP                                                            2,928              (4,044)         (1,117) 
   Protection Advantage Select                                                         59                 (60)             (1) 
VALIC Company I Small Cap Index Fund                                                                                           
   AG Income Advantage VUL                                                          2,022              (1,847)            174  
   Corporate America (reduced surrender charge)                                       296              (6,356)         (6,059) 
   Corporate Investor Select                                                           20                (514)           (495) 
   Income Advantage Select                                                             49                 (13)             36  
   Platinum Investor I & II                                                         1,987              (3,665)         (1,678) 
   Platinum Investor I & II (first reduction in expense ratio)                      6,347              (6,487)           (140) 
   Platinum Investor III                                                            4,471             (25,233)        (20,761) 
   Platinum Investor III (first reduction in expense ratio)                        36,910             (13,446)         23,463  
   Platinum Investor IV                                                             2,035              (4,981)         (2,945) 
   Platinum Investor FlexDirector                                                   2,337              (2,706)           (369) 
   Platinum Investor PLUS                                                           1,301              (9,437)         (8,136) 
   Platinum Investor Plus (first reduction in expense ratio)                       10,906                (488)         10,418  
   Platinum Investor Survivor (first reduction in expense ratio)                      698                (432)            266  
   Platinum Investor Survivor II                                                    2,375              (1,941)            434  
   Platinum Investor VIP                                                            6,666              (5,923)            744  
   Protection Advantage Select                                                        697                (391)            306  

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           
NOTES TO FINANCIAL STATEMENTS - CONTINUED                                       

NOTE 6 - SUMMARY OF CHANGES IN UNITS - CONTINUED                                

Summary of Changes in Units for the year ended December 31, 2013.               

                                                        [Enlarge/Download Table]

                                                                             Accumulation Units Accumulation Units Net Increase
Divisions                                                                          Issued            Redeemed       (Decrease) 
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                                               
VALIC Company I Stock Index Fund                                                                                               
   AG Income Advantage VUL                                                          4,374                (900)         3,474   
   AG Legacy Plus                                                                     830              (1,117)          (287)  
   AG Legacy Plus (first reduction in expense ratio)                                1,427              (2,010)          (582)  
   Corporate America                                                                   48                (222)          (174)  
   Corporate America (reduced surrender charge)                                       197              (3,492)        (3,295)  
   Corporate Investor Select                                                           22                (556)          (534)  
   Income Advantage Select                                                          1,208                (271)           936   
   Platinum Investor I & II                                                         2,587              (3,970)        (1,383)  
   Platinum Investor I & II (first reduction in expense ratio)                     11,191             (40,675)       (29,484)  
   Platinum Investor III                                                            8,817            (100,040)       (91,222)  
   Platinum Investor III (first reduction in expense ratio)                        90,169             (85,951)         4,218   
   Platinum Investor IV                                                             2,379              (4,794)        (2,415)  
   Platinum Investor FlexDirector                                                   7,476              (5,652)         1,824   
   Platinum Investor PLUS                                                           1,810             (22,978)       (21,168)  
   Platinum Investor Plus (first reduction in expense ratio)                       27,110              (1,128)        25,982   
   Platinum Investor Survivor (first reduction in expense ratio)                    3,110              (8,601)        (5,491)  
   Platinum Investor Survivor II                                                   23,238             (42,620)       (19,382)  
   Platinum Investor VIP                                                            9,614              (4,991)         4,623   
   Protection Advantage Select                                                        809                (595)           213   
Vanguard VIF High Yield Bond Portfolio                                                                                         
   AG Income Advantage VUL                                                          1,066              (4,870)        (3,804)  
   Corporate America (reduced surrender charge)                                     1,025              (2,178)        (1,152)  
   Corporate Investor Select                                                           19                (467)          (448)  
   Income Advantage Select                                                            294                (201)            93   
   Platinum Investor I & II                                                         9,743             (11,033)        (1,290)  
   Platinum Investor I & II (first reduction in expense ratio)                     10,165             (12,838)        (2,673)  
   Platinum Investor III                                                            4,916             (30,771)       (25,855)  
   Platinum Investor III (first reduction in expense ratio)                        34,776             (14,872)        19,905   
   Platinum Investor IV                                                             2,738              (6,934)        (4,196)  
   Platinum Investor FlexDirector                                                       8                 (14)            (5)  
   Platinum Investor PLUS                                                             503              (7,904)        (7,402)  
   Platinum Investor Plus (first reduction in expense ratio)                        9,016              (1,756)         7,261   
   Platinum Investor Survivor (first reduction in expense ratio)                   18,313             (16,925)         1,388   
   Platinum Investor Survivor II                                                    6,469                (365)         6,104   
   Platinum Investor VIP                                                            7,010              (6,600)           410   
   Platinum Investor VIP (with GMWB rider)                                             37                  (4)            33   
   Protection Advantage Select                                                        379                (340)            39   
Vanguard VIF REIT Index Portfolio                                                                                              
   AG Income Advantage VUL                                                          4,976                (979)         3,996   
   AG Income Advantage VUL (with GMWB rider)                                            -                  (7)            (7)  
   Corporate America (reduced surrender charge)                                       471              (3,614)        (3,143)  
   Income Advantage Select                                                            378                (279)            99   
   Income Advantage Select (with GMWB rider)                                            7                  (3)             4   
   Platinum Investor I & II                                                         3,567              (4,419)          (852)  
   Platinum Investor I & II (first reduction in expense ratio)                      8,245              (8,732)          (487)  
   Platinum Investor III                                                            2,528             (33,147)       (30,619)  
   Platinum Investor III (first reduction in expense ratio)                        71,907             (26,471)        45,436   
   Platinum Investor IV                                                             4,408              (8,376)        (3,968)  
   Platinum Investor FlexDirector                                                   4,994              (5,009)           (16)  
   Platinum Investor PLUS                                                             842             (15,999)       (15,156)  
   Platinum Investor Plus (first reduction in expense ratio)                       29,050              (3,779)        25,271   
   Platinum Investor Survivor (first reduction in expense ratio)                    1,391                (649)           742   
   Platinum Investor Survivor II                                                   12,413             (13,650)        (1,237)  
   Platinum Investor VIP                                                           11,526             (12,035)          (509)  
   Platinum Investor VIP (with GMWB rider)                                             92                 (21)            71   
   Protection Advantage Select                                                        838              (2,179)        (1,341)  

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           
NOTES TO FINANCIAL STATEMENTS - CONTINUED                                       

NOTE 6 - SUMMARY OF CHANGES IN UNITS - CONTINUED                                

Summary of Changes in Units for the year ended December 31, 2012.               

                                                        [Enlarge/Download Table]

                                                                             Accumulation Units Accumulation Units Net Increase
Divisions                                                                          Issued            Redeemed       (Decrease) 
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                                               
Alger Capital Appreciation Portfolio - Class I-2 Shares                                                                        
   AG Income Advantage VUL                                                            768              (1,394)           (626) 
   Corporate America (reduced surrender charge)                                       733                (375)            358  
   Income Advantage Select                                                            270                (579)           (309) 
   Platinum Investor I & II                                                            12                  (5)              7  
   Platinum Investor I & II (first reduction in expense ratio)                          1                 (15)            (14) 
   Platinum Investor III                                                            2,856             (16,300)        (13,444) 
   Platinum Investor III (first reduction in expense ratio)                        29,562              (2,615)         26,947  
   Platinum Investor IV                                                             1,529              (1,427)            102  
   Platinum Investor FlexDirector                                                      18                  (8)             10  
   Platinum Investor PLUS                                                           1,362              (2,557)         (1,195) 
   Platinum Investor Survivor (first reduction in expense ratio)                      498                 (92)            406  
   Platinum Investor Survivor II                                                      144                (141)              3  
   Platinum Investor Plus (first reduction in expense ratio)                        2,628                  (8)          2,620  
   Platinum Investor VIP                                                            2,999              (2,582)            417  
   Platinum Investor VIP (with GMWB rider)                                            422                (446)            (24) 
   Protection Advantage Select                                                      1,741              (1,260)            481  
Alger Mid Cap Growth Portfolio - Class I-2 Shares                                                                              
   AG Income Advantage VUL                                                          4,445              (2,512)          1,933  
   AG Income Advantage VUL (with GMWB rider)                                            -                 (17)            (17) 
   Corporate America (reduced surrender charge)                                       575              (1,410)           (835) 
   Income Advantage Select                                                            100                 (64)             36  
   Platinum Investor I & II                                                            29              (5,480)         (5,451) 
   Platinum Investor I & II (first reduction in expense ratio)                     10,398                (211)         10,187  
   Platinum Investor III                                                            3,137             (12,396)         (9,259) 
   Platinum Investor III (first reduction in expense ratio)                        13,529              (5,990)          7,539  
   Platinum Investor IV                                                             1,944              (1,582)            362  
   Platinum Investor FlexDirector                                                      21                (276)           (255) 
   Platinum Investor PLUS                                                           1,244              (1,421)           (177) 
   Platinum Investor Plus (first reduction in expense ratio)                          842                 (10)            832  
   Platinum Investor Survivor (first reduction in expense ratio)                      311                (617)           (306) 
   Platinum Investor Survivor II                                                      896             (22,306)        (21,410) 
   Platinum Investor VIP                                                            4,631              (6,903)         (2,272) 
   Platinum Investor VIP (with GMWB rider)                                             32                  (6)             26  
   Protection Advantage Select                                                        580                (470)            110  
American Century VP Value Fund - Class I                                                                                       
   AG Income Advantage VUL                                                          2,829              (2,167)            662  
   AG Legacy Plus                                                                      43              (4,497)         (4,454) 
   AG Legacy Plus (first reduction in expense ratio)                                6,725              (1,083)          5,642  
   Corporate America (reduced surrender charge)                                     1,301             (11,890)        (10,589) 
   Income Advantage Select                                                            220                (104)            116  
   Platinum Investor I & II                                                           137              (8,664)         (8,527) 
   Platinum Investor I & II (first reduction in expense ratio)                     22,945             (13,691)          9,254  
   Platinum Investor III                                                            1,889            (145,012)       (143,123) 
   Platinum Investor III (first reduction in expense ratio)                       198,000             (18,289)        179,711  
   Platinum Investor IV                                                             4,147              (8,565)         (4,418) 
   Platinum Investor FlexDirector                                                      24                (532)           (508) 
   Platinum Investor PLUS                                                           1,859             (14,969)        (13,110) 
   Platinum Investor Plus (first reduction in expense ratio)                       12,838                 (19)         12,819  
   Platinum Investor Survivor                                                           -              (1,155)         (1,155) 
   Platinum Investor Survivor (first reduction in expense ratio)                   31,285              (3,804)         27,481  
   Platinum Investor Survivor II                                                    8,077             (11,521)         (3,444) 
   Platinum Investor VIP                                                            8,945              (8,972)            (27) 
   Protection Advantage Select                                                       1036                -873             163  

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           
NOTES TO FINANCIAL STATEMENTS - CONTINUED                                       

NOTE 6 - SUMMARY OF CHANGES IN UNITS - CONTINUED                                

Summary of Changes in Units for the year ended December 31, 2012.               

                                                        [Enlarge/Download Table]

                                                                   Accumulation Units Accumulation Units Net Increase
Divisions                                                                Issued            Redeemed       (Decrease) 
---------------------------------------------------------------------------------------------------------------------
                                                                                                                     
Dreyfus IP MidCap Stock Portfolio - Initial Shares                                                                   
   Platinum Investor I & II (first reduction in expense ratio)            3,218             (11,418)         (8,200) 
   Platinum Investor III                                                  2,222             (61,384)        (59,162) 
   Platinum Investor III (first reduction in expense ratio)              77,547              (8,623)         68,924  
   Platinum Investor IV                                                   1,788              (1,579)            209  
   Platinum Investor FlexDirector                                             -                  (2)             (2) 
   Platinum Investor PLUS                                                   815              (7,101)         (6,286) 
   Platinum Investor Plus (first reduction in expense ratio)              7,326                  (4)          7,322  
   Platinum Investor Survivor (first reduction in expense ratio)            529                (171)            358  
   Platinum Investor Survivor II                                            752                (726)             26  
Dreyfus VIF International Value Portfolio - Initial Shares                                                           
   AG Income Advantage VUL                                                  493                (137)            356  
   AG Income Advantage VUL (with GMWB rider)                                  -                 (18)            (18) 
   Income Advantage Select                                                  454                (248)            206  
   Protection Advantage Select                                            1,025                (937)             88  
Dreyfus VIF Opportunistic Small Cap Portfolio - Initial Shares                                                       
   Corporate America                                                         45                (184)           (139) 
   Platinum Investor I & II                                                 416              (7,865)         (7,449) 
   Platinum Investor I & II (first reduction in expense ratio)          222,907            (158,097)         64,810  
   Platinum Investor III                                                  2,316            (124,718)       (122,402) 
   Platinum Investor III (first reduction in expense ratio)             106,425             (19,822)         86,603  
   Platinum Investor IV                                                   2,651              (1,655)            996  
   Platinum Investor FlexDirector                                             1                (264)           (263) 
   Platinum Investor PLUS                                                 2,106             (12,203)        (10,097) 
   Platinum Investor Plus (first reduction in expense ratio)              8,221                 (20)          8,201  
   Platinum Investor Survivor                                                 -                 (84)            (84) 
   Platinum Investor Survivor (first reduction in expense ratio)            976              (3,844)         (2,868) 
   Platinum Investor Survivor II                                          1,422              (1,273)            149  
Dreyfus VIF Quality Bond Portfolio - Initial Shares                                                                  
   Corporate America                                                         17                 (70)            (53) 
   Corporate America (reduced surrender charge)                               1                (641)           (640) 
   Platinum Investor I & II                                                 785              (2,330)         (1,545) 
   Platinum Investor I & II (first reduction in expense ratio)            8,319             (27,426)        (19,107) 
   Platinum Investor III                                                  2,745             (70,110)        (67,365) 
   Platinum Investor III (first reduction in expense ratio)              82,922             (16,534)         66,388  
   Platinum Investor IV                                                   2,713              (1,784)            929  
   Platinum Investor Plus (first reduction in expense ratio)              3,153                 (22)          3,131  
   Platinum Investor PLUS                                                 1,004              (5,505)         (4,501) 
   Platinum Investor Survivor (first reduction in expense ratio)            714                (506)            208  
   Platinum Investor Survivor II                                            323                (448)           (125) 
Fidelity VIP Asset Manager Portfolio - Service Class 2                                                               
   AG Income Advantage VUL                                                  332                (217)            115  
   AG Legacy Plus                                                           409              (3,048)         (2,639) 
   AG Legacy Plus                                                         3,052                (288)          2,764  
   Corporate America (reduced surrender charge)                               -                (337)           (337) 
   Income Advantage Select                                                   82                (131)            (49) 
   Platinum Investor I & II                                                 610              (2,564)         (1,954) 
   Platinum Investor I & II (first reduction in expense ratio)            9,188              (9,117)             71  
   Platinum Investor III                                                  2,194             (92,096)        (89,902) 
   Platinum Investor III (first reduction in expense ratio)              97,064              (8,674)         88,390  
   Platinum Investor IV                                                     614                (855)           (241) 
   Platinum Investor FlexDirector                                            10                 (80)            (70) 
   Platinum Investor PLUS                                                   862              (6,078)         (5,216) 
   Platinum Investor Plus (first reduction in expense ratio)              1,499                  (5)          1,494  
   Platinum Investor Survivor                                                41                 (67)            (26) 
   Platinum Investor Survivor (first reduction in expense ratio)            717                (260)            457  
   Platinum Investor Survivor II                                            683                (476)            207  
   Platinum Investor VIP                                                  1,840              (1,685)            155  
   Protection Advantage Select                                            2,514              (3,166)           (652) 

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           
NOTES TO FINANCIAL STATEMENTS - CONTINUED                                       

NOTE 6 - SUMMARY OF CHANGES IN UNITS - CONTINUED                                

Summary of Changes in Units for the year ended December 31, 2012.               

                                                        [Enlarge/Download Table]

                                                                    Accumulation Units Accumulation Units Net Increase
Divisions                                                                 Issued            Redeemed       (Decrease) 
----------------------------------------------------------------------------------------------------------------------
                                                                                                                      
Fidelity VIP Contrafund Portfolio - Service Class 2                                                                   
   AG Income Advantage VUL                                                 2,693              (2,185)            508  
   AG Legacy Plus                                                            372             (12,245)        (11,873) 
   AG Legacy Plus (first reduction in expense ratio)                      18,587                (728)         17,859  
   Corporate America (reduced surrender charge)                            3,230              (9,112)         (5,882) 
   Corporate Investor Select                                                  22                 (25)             (3) 
   Income Advantage Select                                                   574                (688)           (114) 
   Platinum Investor I & II                                                1,623             (21,050)        (19,427) 
   Platinum Investor I & II (first reduction in expense ratio)            34,026             (33,535)            491  
   Platinum Investor III                                                   3,073            (243,909)       (240,836) 
   Platinum Investor III (first reduction in expense ratio)              295,731             (28,094)        267,637  
   Platinum Investor IV                                                   10,157              (9,913)            244  
   Platinum Investor FlexDirector                                            128              (2,001)         (1,873) 
   Platinum Investor PLUS                                                  3,911             (17,919)        (14,008) 
   Platinum Investor Plus (first reduction in expense ratio)              15,591                 (19)         15,572  
   Platinum Investor Survivor                                                  -              (2,750)         (2,750) 
   Platinum Investor Survivor (first reduction in expense ratio)           9,195             (15,580)         (6,385) 
   Platinum Investor Survivor II                                           4,173              (8,733)         (4,560) 
   Platinum Investor VIP                                                  19,505             (22,269)         (2,764) 
   Platinum Investor VIP (with GMWB rider)                                    73                 (22)             51  
   Protection Advantage Select                                             1,265              (1,959)           (694) 
Fidelity VIP Equity-Income Portfolio - Service Class 2                                                                
   AG Income Advantage VUL                                                 3,015              (5,543)         (2,528) 
   AG Legacy Plus                                                            511              (9,062)         (8,551) 
   AG Legacy Plus (first reduction in expense ratio)                       8,407                (933)          7,474  
   Corporate America (reduced surrender charge)                            2,282              (3,225)           (943) 
   Corporate Investor Select                                                  23                 (35)            (12) 
   Income Advantage Select                                                   350                (307)             43  
   Platinum Investor I & II                                                2,459              (7,565)         (5,106) 
   Platinum Investor I & II (first reduction in expense ratio)             5,754             (26,872)        (21,118) 
   Platinum Investor III                                                   2,635            (168,347)       (165,712) 
Fidelity VIP Equity-Income Portfolio - Service Class 2 - continued                                                    
   Platinum Investor III (first reduction in expense ratio)              193,770             (16,880)        176,890  
   Platinum Investor IV                                                    4,105              (5,066)           (961) 
   Platinum Investor FlexDirector                                            270                (899)           (629) 
   Platinum Investor PLUS                                                  3,065             (16,915)        (13,850) 
   Platinum Investor Plus (first reduction in expense ratio)              15,498                 (41)         15,457  
   Platinum Investor Survivor                                                 99              (2,202)         (2,103) 
   Platinum Investor Survivor (first reduction in expense ratio)           8,431              (9,636)         (1,205) 
   Platinum Investor Survivor II                                          11,735              (3,789)          7,946  
   Platinum Investor VIP                                                  16,947             (12,447)          4,500  
   Platinum Investor VIP (with GMWB rider)                                   233                (340)           (107) 
   Protection Advantage Select                                             1,322              (1,028)            294  
Fidelity VIP Freedom 2020 Portfolio - Service Class 2                                                                 
   AG Income Advantage VUL                                                 1,755              (1,429)            326  
   Corporate Investor Select                                                   1                 (10)             (9) 
   Income Advantage Select                                                    70                 (59)             11  
   Platinum Investor I & II (first reduction in expense ratio)                 1                (637)           (636) 
   Platinum Investor III                                                     985              (3,437)         (2,452) 
   Platinum Investor III (first reduction in expense ratio)                3,067                (391)          2,676  
   Platinum Investor IV                                                       63                 (40)             23  
   Platinum Investor FlexDirector                                             65                 (46)             19  
   Platinum Investor VIP                                                   1,493                (726)            767  
   Protection Advantage Select                                             1,195                (891)            304  
Fidelity VIP Freedom 2025 Portfolio - Service Class 2                                                                 
   AG Income Advantage VUL                                                19,624              (8,503)         11,121  
   Corporate America (reduced surrender charge)                            1,157              (2,430)         (1,273) 
   Income Advantage Select                                                    11                  (7)              4  
   Platinum Investor I & II (first reduction in expense ratio)                11                (430)           (419) 

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           
NOTES TO FINANCIAL STATEMENTS - CONTINUED                                       

NOTE 6 - SUMMARY OF CHANGES IN UNITS - CONTINUED                                

Summary of Changes in Units for the year ended December 31, 2012.               

                                                        [Enlarge/Download Table]

                                                                   Accumulation Units Accumulation Units Net Increase
Divisions                                                                Issued            Redeemed       (Decrease) 
---------------------------------------------------------------------------------------------------------------------
                                                                                                                     
   Platinum Investor III                                                    546                 (43)            503  
   Platinum Investor III (first reduction in expense ratio)                 142                (530)           (388) 
   Platinum Investor IV                                                      22                  (7)             15  
   Platinum Investor VIP                                                  1,330                (441)            889  
   Platinum Investor VIP (with GMWB rider)                                   52                  (9)             43  
   Platinum Investor Survivor II                                          3,487                   -           3,487  
   Protection Advantage Select                                               67                (107)            (40) 
Fidelity VIP Freedom 2030 Portfolio - Service Class 2                                                                
   AG Income Advantage VUL                                                1,667                (273)          1,394  
   Income Advantage Select                                                  841                 (91)            750  
   Platinum Investor III                                                  1,084              (8,244)         (7,160) 
   Platinum Investor III (first reduction in expense ratio)               6,415              (2,461)          3,954  
   Platinum Investor IV                                                     103                 (63)             40  
   Platinum Investor PLUS                                                    78                (179)           (101) 
   Platinum Investor Plus (first reduction in expense ratio)                201                   -             201  
   Platinum Investor Survivor II                                              -             (10,481)        (10,481) 
   Platinum Investor VIP                                                  4,335              (1,189)          3,146  
   Platinum Investor VIP (with GMWB rider)                                   75                 (14)             61  
   Protection Advantage Select                                              687                (377)            310  
Fidelity VIP Growth Portfolio - Service Class 2                                                                      
   AG Income Advantage VUL                                                2,621              (6,033)         (3,412) 
   AG Legacy Plus                                                            32              (2,582)         (2,550) 
   AG Legacy Plus (first reduction in expense ratio)                      2,152                (593)          1,559  
   Corporate America (reduced surrender charge)                           1,064              (2,634)         (1,570) 
   Income Advantage Select                                                  159                (237)            (78) 
   Platinum Investor I & II                                               1,927             (17,777)        (15,850) 
   Platinum Investor I & II (first reduction in expense ratio)            6,276             (14,485)         (8,209) 
Fidelity VIP Growth Portfolio - Service Class 2 - continued                                                          
   Platinum Investor III                                                  3,675            (265,848)       (262,173) 
   Platinum Investor III (first reduction in expense ratio)             189,587             (18,657)        170,930  
   Platinum Investor IV                                                   4,367              (6,680)         (2,313) 
   Platinum Investor FlexDirector                                            29              (3,446)         (3,417) 
   Platinum Investor PLUS                                                 3,112             (83,337)        (80,225) 
   Platinum Investor Plus (first reduction in expense ratio)             10,072                 (23)         10,049  
   Platinum Investor Survivor                                                 -                  (1)             (1) 
   Platinum Investor Survivor (first reduction in expense ratio)          1,950              (2,106)           (156) 
   Platinum Investor Survivor II                                          1,317              (2,812)         (1,495) 
   Platinum Investor VIP                                                 12,457             (11,097)          1,360  
   Protection Advantage Select                                            1,765                (975)            790  
Fidelity VIP Mid Cap Portfolio - Service Class 2                                                                     
   AG Income Advantage VUL                                                4,801              (4,849)            (48) 
   Corporate America (reduced surrender charge)                           2,169              (8,765)         (6,596) 
   Corporate Investor Select                                                 21                 (32)            (11) 
   Income Advantage Select                                                  395                (988)           (593) 
   Income Advantage Select (with GMWB rider)                                  8                  (5)              3  
   Platinum Investor I & II                                                  32                 (50)            (18) 
   Platinum Investor I & II (first reduction in expense ratio)              438                (470)            (32) 
   Platinum Investor III                                                  3,147             (22,406)        (19,259) 
   Platinum Investor III (first reduction in expense ratio)              57,357             (16,361)         40,996  
   Platinum Investor IV                                                   8,185             (11,859)         (3,674) 
   Platinum Investor FlexDirector                                            48                 (64)            (16) 
   Platinum Investor PLUS                                                 1,529              (1,961)           (432) 
   Platinum Investor Plus (first reduction in expense ratio)              2,018                  (2)          2,016  
   Platinum Investor Survivor                                                 -              (1,099)         (1,099) 
   Platinum Investor Survivor (first reduction in expense ratio)          3,547             (13,985)        (10,438) 
   Platinum Investor Survivor II                                          1,189              (3,070)         (1,881) 
   Platinum Investor VIP                                                 15,684             (17,240)         (1,556) 
   Platinum Investor VIP (with GMWB rider)                                   98                (199)           (101) 
   Protection Advantage Select                                            1,543                (822)            721  

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           
NOTES TO FINANCIAL STATEMENTS - CONTINUED                                       

NOTE 6 - SUMMARY OF CHANGES IN UNITS - CONTINUED                                

Summary of Changes in Units for the year ended December 31, 2012.               

                                                        [Enlarge/Download Table]

                                                                            Accumulation Units Accumulation Units Net Increase
Divisions                                                                         Issued            Redeemed       (Decrease) 
------------------------------------------------------------------------------------------------------------------------------
                                                                                                                              
Franklin Templeton Franklin Small Cap Value Securities Fund - Class 2                                                         
   AG Income Advantage VUL                                                         2,532             (3,591)         (1,059)  
   Corporate America (reduced surrender charge)                                    1,966             (8,195)         (6,229)  
   Income Advantage Select                                                           424               (581)           (157)  
   Income Advantage Select (with GMWB rider)                                           8                 (5)              3   
   Platinum Investor I & II                                                           23             (5,139)         (5,116)  
   Platinum Investor I & II (first reduction in expense ratio)                     9,817               (754)          9,063   
   Platinum Investor III                                                           3,240            (22,547)        (19,307)  
   Platinum Investor III (first reduction in expense ratio)                       43,251            (13,083)         30,168   
   Platinum Investor IV                                                            3,979             (4,200)           (221)  
   Platinum Investor FlexDirector                                                     25             (1,626)         (1,601)  
   Platinum Investor PLUS                                                          1,081             (3,560)         (2,479)  
   Platinum Investor Plus (first reduction in expense ratio)                         643                 (1)            642   
   Platinum Investor Survivor                                                          -               (422)           (422)  
   Platinum Investor Survivor (first reduction in expense ratio)                   2,561             (2,589)            (28)  
   Platinum Investor Survivor II                                                     655             (1,823)         (1,168)  
   Platinum Investor VIP                                                          14,282            (18,825)         (4,543)  
   Platinum Investor VIP (with GMWB rider)                                            70               (141)            (71)  
   Protection Advantage Select                                                     1,422               (828)            594   
Franklin Templeton Franklin Small-Mid Cap Growth Securities Fund - Class 2                                                    
   AG Legacy Plus                                                                     12               (674)           (662)  
   AG Legacy Plus (first reduction in expense ratio)                                 519               (109)            410   
Franklin Templeton Franklin U.S. Government Fund - Class 2                                                                    
   Corporate America (reduced surrender charge)                                    3,737               (507)          3,230   
Franklin Templeton Franklin U.S. Government Fund - Class 2 - continued                                                        
   Platinum Investor I & II                                                          122             (1,751)         (1,629)  
   Platinum Investor I & II (first reduction in expense ratio)                     4,342             (3,834)            508   
   Platinum Investor III                                                           4,245            (22,839)        (18,594)  
   Platinum Investor III (first reduction in expense ratio)                       16,207             (2,018)         14,189   
   Platinum Investor IV                                                            3,550             (8,409)         (4,859)  
   Platinum Investor FlexDirector                                                     16                (45)            (29)  
   Platinum Investor PLUS                                                          1,656             (2,814)         (1,158)  
   Platinum Investor Plus (first reduction in expense ratio)                       1,335                 (9)          1,326   
   Platinum Investor Survivor (first reduction in expense ratio)                   4,509               (366)          4,143   
   Platinum Investor Survivor II                                                     673             (4,951)         (4,278)  
   Platinum Investor VIP                                                           1,941             (3,716)         (1,775)  
Franklin Templeton Mutual Shares Securities Fund - Class 2                                                                    
   AG Income Advantage VUL                                                         1,120               (707)            413   
   Corporate America (reduced surrender charge)                                    1,707               (413)          1,294   
   Income Advantage Select                                                           151               (306)           (155)  
   Platinum Investor I & II                                                          618               (640)            (22)  
   Platinum Investor I & II (first reduction in expense ratio)                     2,079             (7,123)         (5,044)  
   Platinum Investor III                                                           6,322            (89,237)        (82,915)  
   Platinum Investor III (first reduction in expense ratio)                      100,596            (16,098)         84,498   
   Platinum Investor IV                                                            3,964             (1,477)          2,487   
   Platinum Investor FlexDirector                                                     60               (284)           (224)  
   Platinum Investor PLUS                                                          1,355             (8,956)         (7,601)  
   Platinum Investor Plus (first reduction in expense ratio)                       6,025                (20)          6,005   
   Platinum Investor Survivor                                                          -               (130)           (130)  
   Platinum Investor Survivor (first reduction in expense ratio)                     982               (641)            341   
   Platinum Investor Survivor II                                                     917             (1,423)           (506)  
   Platinum Investor VIP                                                           5,813             (4,287)          1,526   
   Platinum Investor VIP (with GMWB rider)                                             -                (38)            (38)  
   Protection Advantage Select                                                     1,101             (2,135)         (1,034)  
Franklin Templeton Templeton Foreign Securities Fund - Class 2                                                                
   AG Legacy Plus                                                                    186             (2,982)         (2,796)  
   AG Legacy Plus (first reduction in expense ratio)                               2,952               (672)          2,280   
   Corporate America (reduced surrender charge)                                    4,749             (5,769)         (1,020)  
   Platinum Investor I & II                                                           45               (539)           (494)  

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           
NOTES TO FINANCIAL STATEMENTS - CONTINUED                                       

NOTE 6 - SUMMARY OF CHANGES IN UNITS - CONTINUED                                

Summary of Changes in Units for the year ended December 31, 2012.               

                                                        [Enlarge/Download Table]

                                                                   Accumulation Units Accumulation Units Net Increase
Divisions                                                                Issued            Redeemed       (Decrease) 
---------------------------------------------------------------------------------------------------------------------
                                                                                                                     
   Platinum Investor I & II (first reduction in expense ratio)            2,454             (10,949)         (8,495) 
   Platinum Investor III                                                  5,999             (54,057)        (48,058) 
   Platinum Investor III (first reduction in expense ratio)              61,037              (4,703)         56,334  
   Platinum Investor IV                                                   2,694              (2,237)            457  
   Platinum Investor FlexDirector                                           453              (1,179)           (726) 
   Platinum Investor PLUS                                                 1,615              (7,043)         (5,428) 
   Platinum Investor Plus (first reduction in expense ratio)              4,778                  (7)          4,771  
   Platinum Investor Survivor (first reduction in expense ratio)          2,783              (1,056)          1,727  
   Platinum Investor Survivor II                                          3,077              (3,543)           (466) 
   Platinum Investor VIP                                                  8,088              (7,509)            579  
Goldman Sachs VIT Strategic Growth Fund - Institutional Shares                                                       
   Platinum Investor I & II (first reduction in expense ratio)                1                (161)           (160) 
   Platinum Investor III                                                      -                (926)           (926) 
   Platinum Investor III (first reduction in expense ratio)                 957                (187)            770  
   Platinum Investor PLUS                                                     -                (104)           (104) 
   Platinum Investor Plus (first reduction in expense ratio)                137                   -             137  
   Platinum Investor Survivor (first reduction in expense ratio)              1             (28,458)        (28,457) 
   Platinum Investor Survivor II                                              -                (293)           (293) 
Invesco V.I. Core Equity Fund - Series I                                                                             
   Corporate America                                                         39                (163)           (124) 
   Corporate America (reduced surrender charge)                           1,015                 (52)            963  
   Platinum Investor I & II                                                 385              (1,811)         (1,426) 
   Platinum Investor I & II (first reduction in expense ratio)           11,125             (46,477)        (35,352) 
   Platinum Investor III                                                    991            (102,425)       (101,434) 
   Platinum Investor III (first reduction in expense ratio)             101,908             (22,297)         79,611  
   Platinum Investor IV                                                   1,650              (4,562)         (2,912) 
   Platinum Investor FlexDirector                                             -                  (2)             (2) 
   Platinum Investor PLUS                                                   906              (4,044)         (3,138) 
   Platinum Investor Plus (first reduction in expense ratio)              1,631                  (8)          1,623  
   Platinum Investor Survivor                                                 -                 (89)            (89) 
   Platinum Investor Survivor (first reduction in expense ratio)          2,476              (5,188)         (2,712) 
   Platinum Investor Survivor II                                            138                (523)           (385) 
Invesco V.I. Global Real Estate Fund - Series I                                                                      
   AG Income Advantage VUL                                                  342                (202)            140  
   Income Advantage Select                                                1,136                (775)            361  
   Protection Advantage Select                                              169                (127)             42  
Invesco V.I. Government Securities Fund - Series I                                                                   
   AG Legacy Plus                                                            76              (2,921)         (2,845) 
   AG Legacy Plus (first reduction in expense ratio)                      2,531                (460)          2,071  
Invesco V.I. High Yield Fund - Series I                                                                              
   Platinum Investor Plus (first reduction in expense ratio)                215                  (1)            214  
   Platinum Investor I & II (first reduction in expense ratio)            1,102              (7,865)         (6,763) 
   Platinum Investor III                                                  3,117              (8,075)         (4,958) 
   Platinum Investor III (first reduction in expense ratio)               6,300              (1,513)          4,787  
   Platinum Investor IV                                                     334                (214)            120  
   Platinum Investor FlexDirector                                             -                 (22)            (22) 
   Platinum Investor PLUS                                                   745                (732)             13  
   Platinum Investor Survivor (first reduction in expense ratio)            461                   -             461  
   Platinum Investor Survivor                                                 -                (478)           (478) 
   Platinum Investor Survivor II                                          3,821                (100)          3,721  
Invesco V.I. International Growth Fund - Series I                                                                    
   AG Income Advantage VUL                                                3,121              (4,566)         (1,445) 
   AG Legacy Plus                                                            83              (2,479)         (2,396) 
   AG Legacy Plus (first reduction in expense ratio)                      2,807                (224)          2,583  
   Corporate America                                                         27                (112)            (85) 
   Corporate America (reduced surrender charge)                           1,318              (4,127)         (2,809) 
   Corporate Investor Select                                                 24                 (37)            (13) 
   Income Advantage Select                                                  853                (722)            131  
   Platinum Investor I & II                                                 263              (1,695)         (1,432) 

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           
NOTES TO FINANCIAL STATEMENTS - CONTINUED                                       

NOTE 6 - SUMMARY OF CHANGES IN UNITS - CONTINUED                                

Summary of Changes in Units for the year ended December 31, 2012.               

                                                        [Enlarge/Download Table]

                                                                   Accumulation Units Accumulation Units Net Increase
Divisions                                                                Issued            Redeemed       (Decrease) 
---------------------------------------------------------------------------------------------------------------------
                                                                                                                     
   Platinum Investor I & II (first reduction in expense ratio)           10,335            (42,796)        (32,461)  
   Platinum Investor III                                                  2,928            (66,343)        (63,415)  
   Platinum Investor III (first reduction in expense ratio)             104,895            (16,152)         88,743   
   Platinum Investor IV                                                   2,798             (1,928)            870   
   Platinum Investor FlexDirector                                            78               (849)           (771)  
   Platinum Investor PLUS                                                   987             (3,987)         (3,000)  
   Platinum Investor Plus (first reduction in expense ratio)              4,990                 (5)          4,985   
   Platinum Investor Survivor                                                 -             (1,963)         (1,963)  
   Platinum Investor Survivor (first reduction in expense ratio)          3,589             (8,333)         (4,744)  
   Platinum Investor Survivor II                                          3,538             (2,307)          1,231   
   Platinum Investor VIP                                                  7,252             (6,866)            386   
   Platinum Investor VIP (with GMWB rider)                                  178               (378)           (200)  
   Protection Advantage Select                                            1,151               (507)            644   
Invesco Van Kampen V.I. American Franchise Fund - Series I                                                           
   AG Legacy Plus                                                             -               (235)           (235)  
   AG Legacy Plus (first reduction in expense ratio)                        126                (69)             57   
Invesco Van Kampen V.I. Growth and Income Fund - Series I                                                            
   AG Income Advantage VUL                                                2,405             (3,127)           (722)  
   AG Income Advantage VUL (with GMWB rider)                                  -                (19)            (19)  
   Corporate America (reduced surrender charge)                               4             (5,143)         (5,139)  
   Income Advantage Select                                                  175               (406)           (231)  
   Platinum Investor I & II                                                 171             (9,921)         (9,750)  
   Platinum Investor I & II (first reduction in expense ratio)           16,138            (10,185)          5,953   
   Platinum Investor III                                                  4,295            (72,122)        (67,827)  
   Platinum Investor III (first reduction in expense ratio)              77,957            (23,838)         54,119   
   Platinum Investor IV                                                   4,526             (5,234)           (708)  
   Platinum Investor FlexDirector                                             6               (427)           (421)  
   Platinum Investor PLUS                                                 1,549             (7,376)         (5,827)  
   Platinum Investor Plus (first reduction in expense ratio)              7,096                (25)          7,071   
   Platinum Investor Survivor                                                 -               (963)           (963)  
   Platinum Investor Survivor (first reduction in expense ratio)          1,904             (2,686)           (782)  
   Platinum Investor Survivor II                                            340             (3,569)         (3,229)  
   Platinum Investor VIP                                                  6,408             (4,265)          2,143   
   Protection Advantage Select                                            1,418             (1,938)           (520)  
Janus Aspen Enterprise Portfolio - Service Shares                                                                    
   AG Income Advantage VUL                                                  384               (801)           (417)  
   Corporate America (reduced surrender charge)                             773               (929)           (156)  
   Income Advantage Select                                                  181               (185)             (4)  
   Platinum Investor I & II                                                 563               (563)              -   
   Platinum Investor I & II (first reduction in expense ratio)           41,550            (46,476)         (4,926)  
   Platinum Investor III                                                  2,811            (87,371)        (84,560)  
   Platinum Investor III (first reduction in expense ratio)              65,388            (31,004)         34,384   
   Platinum Investor IV                                                     773               (311)            462   
   Platinum Investor FlexDirector                                            35                (16)             19   
   Platinum Investor PLUS                                                   617             (4,669)         (4,052)  
   Platinum Investor Plus (first reduction in expense ratio)              6,666                (16)          6,650   
   Platinum Investor Survivor (first reduction in expense ratio)            301               (936)           (635)  
   Platinum Investor Survivor II                                            268                (74)            194   
   Platinum Investor VIP                                                  7,504             (6,418)          1,086   
   Protection Advantage Select                                              244               (516)           (272)  
Janus Aspen Forty Portfolio - Service Shares                                                                         
   AG Income Advantage VUL                                                  604               (173)            431   
   AG Income Advantage VUL (with GMWB rider)                                  -                (16)            (16)  
   Income Advantage Select                                                  768               (333)            435   
Janus Aspen Forty Portfolio - Service Shares                                                                         
   Protection Advantage Select                                            1,096               (872)            224   
Janus Aspen Overseas Portfolio - Service Shares                                                                      
   AG Income Advantage VUL                                                3,750             (5,437)         (1,687)  
   Corporate America (reduced surrender charge)                           1,998             (5,373)         (3,375)  

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           
NOTES TO FINANCIAL STATEMENTS - CONTINUED                                       

NOTE 6 - SUMMARY OF CHANGES IN UNITS - CONTINUED                                

Summary of Changes in Units for the year ended December 31, 2012.               

                                                        [Enlarge/Download Table]

                                                                   Accumulation Units Accumulation Units Net Increase
Divisions                                                                Issued            Redeemed       (Decrease) 
---------------------------------------------------------------------------------------------------------------------
                                                                                                                     
   Platinum Investor I & II                                               1,674             (22,357)       (20,683)  
   Platinum Investor I & II (first reduction in expense ratio)           70,796             (63,012)         7,784   
   Platinum Investor III                                                  4,718             (74,848)       (70,130)  
   Platinum Investor III (first reduction in expense ratio)             115,488             (30,252)        85,236   
   Platinum Investor IV                                                   5,314              (6,569)        (1,255)  
   Platinum Investor FlexDirector                                           416                (645)          (229)  
   Platinum Investor PLUS                                                 1,054              (3,097)        (2,043)  
   Platinum Investor Plus (first reduction in expense ratio)              5,882                 (21)         5,861   
   Platinum Investor Survivor                                                38              (1,270)        (1,232)  
   Platinum Investor Survivor (first reduction in expense ratio)         11,180             (48,287)       (37,107)  
   Platinum Investor Survivor II                                          2,195              (4,459)        (2,264)  
   Platinum Investor VIP                                                 16,210             (12,590)         3,620   
   Platinum Investor VIP (with GMWB rider)                                1,526                 (40)         1,486   
   Protection Advantage Select                                            2,767              (1,512)         1,255   
Janus Aspen Worldwide Portfolio - Service Shares                                                                     
   Corporate America (reduced surrender charge)                               -                 (44)           (44)  
   Platinum Investor I & II                                               1,038              (2,208)        (1,170)  
   Platinum Investor I & II (first reduction in expense ratio)            1,167              (5,302)        (4,135)  
   Platinum Investor III                                                  2,689            (100,501)       (97,812)  
   Platinum Investor III (first reduction in expense ratio)              71,279             (24,127)        47,152   
   Platinum Investor IV                                                   1,056              (1,402)          (346)  
   Platinum Investor PLUS                                                   831              (3,553)        (2,722)  
   Platinum Investor Plus (first reduction in expense ratio)              2,739                  (8)         2,731   
   Platinum Investor Survivor (first reduction in expense ratio)            611                (318)           293   
   Platinum Investor Survivor II                                            627              (3,203)        (2,576)  
JPMorgan Insurance Trust Core Bond Portfolio - Class 1                                                               
   AG Income Advantage VUL                                                  161                (206)           (45)  
   Income Advantage Select                                                  143                (243)          (100)  
   Protection Advantage Select                                              734                (529)           205   
JPMorgan Insurance Trust International Equity Portfolio - Class 1                                                    
   AG Income Advantage VUL                                                  290                (116)           174   
   AG Income Advantage VUL (with GMWB rider)                                  -                 (19)           (19)  
   Income Advantage Select                                                  204                (222)           (18)  
   Protection Advantage Select                                              421                (548)          (127)  
JPMorgan Insurance Trust Mid Cap Value Portfolio - Class 1                                                           
   Platinum Investor I & II                                                   -                (214)          (214)  
   Platinum Investor I & II (first reduction in expense ratio)                1                 (79)           (78)  
   Platinum Investor III                                                      1              (9,204)        (9,203)  
   Platinum Investor III (first reduction in expense ratio)               7,819                (202)         7,617   
   Platinum Investor IV                                                       1                (194)          (193)  
   Platinum Investor PLUS                                                    13              (1,061)        (1,048)  
   Platinum Investor Plus (first reduction in expense ratio)                 10                   -             10   
   Platinum Investor Survivor (first reduction in expense ratio)              -                 (14)           (14)  
   Platinum Investor Survivor II                                              1                (131)          (130)  
JPMorgan Insurance Trust Small Cap Core Portfolio - Class 1                                                          
   Platinum Investor I & II                                                 472                (212)           260   
   Platinum Investor I & II (first reduction in expense ratio)            2,477              (2,635)          (158)  
   Platinum Investor III                                                  3,131             (33,080)       (29,949)  
   Platinum Investor III (first reduction in expense ratio)              35,098              (9,341)        25,757   
JPMorgan Insurance Trust Small Cap Core Portfolio - Class 1                                                          
   Platinum Investor IV                                                   1,758                (779)           979   
   Platinum Investor FlexDirector                                            50                 (32)            18   
   Platinum Investor PLUS                                                   659              (1,745)        (1,086)  
   Platinum Investor Plus (first reduction in expense ratio)              1,533                  (1)         1,532   
   Platinum Investor Survivor (first reduction in expense ratio)             87                 (12)            75   
   Platinum Investor Survivor II                                            782              (3,406)        (2,624)  
   Platinum Investor VIP                                                  6,944              (5,611)         1,333   
MFS VIT Core Equity Series - Initial Class                                                                           
   Corporate America (reduced surrender charge)                               -                   -              -   

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           
NOTES TO FINANCIAL STATEMENTS - CONTINUED                                       

NOTE 6 - SUMMARY OF CHANGES IN UNITS - CONTINUED                                

Summary of Changes in Units for the year ended December 31, 2012.               

                                                        [Enlarge/Download Table]

                                                                   Accumulation Units Accumulation Units Net Increase
Divisions                                                                Issued            Redeemed       (Decrease) 
---------------------------------------------------------------------------------------------------------------------
                                                                                                                     
   Platinum Investor I & II                                               1,341              (7,282)         (5,941) 
   Platinum Investor I & II (first reduction in expense ratio)            6,111              (2,800)          3,311  
   Platinum Investor III                                                  2,073             (87,004)        (84,931) 
   Platinum Investor III (first reduction in expense ratio)              60,052             (10,553)         49,499  
   Platinum Investor IV                                                     993              (1,410)           (417) 
   Platinum Investor PLUS                                                 1,361              (8,143)         (6,782) 
   Platinum Investor Plus (first reduction in expense ratio)              3,604                 (30)          3,574  
   Platinum Investor Survivor                                                65                (109)            (44) 
   Platinum Investor Survivor (first reduction in expense ratio)          1,345              (4,733)         (3,388) 
   Platinum Investor Survivor II                                              1                 (20)            (19) 
MFS VIT Growth Series - Initial Class                                                                                
   AG Legacy Plus                                                             3                (907)           (904) 
   AG Legacy Plus (first reduction in expense ratio)                        856                (219)            637  
   Corporate America (reduced surrender charge)                               -                (323)           (323) 
   Platinum Investor I & II                                               1,197              (1,197)              -  
   Platinum Investor I & II (first reduction in expense ratio)           13,421             (51,006)        (37,585) 
   Platinum Investor III                                                  2,763            (133,424)       (130,661) 
   Platinum Investor III (first reduction in expense ratio)              84,230             (26,868)         57,362  
   Platinum Investor IV                                                     670                (749)            (79) 
   Platinum Investor FlexDirector                                           153                (477)           (324) 
   Platinum Investor PLUS                                                 1,192              (7,879)         (6,687) 
   Platinum Investor Plus (first reduction in expense ratio)              7,488                 (13)          7,475  
   Platinum Investor Survivor                                                 -                (135)           (135) 
   Platinum Investor Survivor (first reduction in expense ratio)          1,361              (8,768)         (7,407) 
   Platinum Investor Survivor II                                             14                 (35)            (21) 
MFS VIT New Discovery Series - Initial Class                                                                         
   AG Income Advantage VUL                                                  216                (382)           (166) 
   AG Legacy Plus                                                             1              (2,328)         (2,327) 
   AG Legacy Plus (first reduction in expense ratio)                      1,222                 (86)          1,136  
   Corporate America (reduced surrender charge)                              54                (382)           (328) 
   Income Advantage Select                                                  163                (180)            (17) 
   Platinum Investor I & II                                                 496                (230)            266  
   Platinum Investor I & II (first reduction in expense ratio)              392              (3,883)         (3,491) 
   Platinum Investor III                                                  2,714             (73,335)        (70,621) 
   Platinum Investor III (first reduction in expense ratio)              57,055              (8,006)         49,049  
   Platinum Investor IV                                                   1,076              (1,279)           (203) 
   Platinum Investor FlexDirector                                            44                (158)           (114) 
   Platinum Investor PLUS                                                 1,386              (6,228)         (4,842) 
   Platinum Investor Plus (first reduction in expense ratio)              7,087                 (21)          7,066  
   Platinum Investor Survivor (first reduction in expense ratio)            519              (1,270)           (751) 
   Platinum Investor Survivor II                                            432                (267)            165  
   Platinum Investor VIP                                                  2,432              (2,917)           (485) 
   Platinum Investor VIP (with GMWB rider)                                    -                  (7)             (7) 
   Protection Advantage Select                                              342                (217)            125  
MFS VIT Research Series - Initial Class                                                                              
   AG Income Advantage VUL                                                  396                (126)            270  
   Income Advantage Select                                                  424                (438)            (14) 
   Platinum Investor I & II                                                   -                 (49)            (49) 
   Platinum Investor I & II (first reduction in expense ratio)              470              (4,476)         (4,006) 
   Platinum Investor III                                                  1,734             (43,224)        (41,490) 
   Platinum Investor III (first reduction in expense ratio)              37,422              (7,609)         29,813  
   Platinum Investor IV                                                     420                (289)            131  
   Platinum Investor PLUS                                                   862              (3,068)         (2,206) 
   Platinum Investor Plus (first reduction in expense ratio)              3,194                 (11)          3,183  
   Platinum Investor Survivor (first reduction in expense ratio)            878                (804)             74  
   Platinum Investor Survivor II                                             27                 (61)            (34) 
   Platinum Investor VIP                                                  1,434              (1,476)            (42) 
   Protection Advantage Select                                              463                (409)             54  
MFS VIT Total Return Series - Initial Class                                                                          

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           
NOTES TO FINANCIAL STATEMENTS - CONTINUED                                       

NOTE 6 - SUMMARY OF CHANGES IN UNITS - CONTINUED                                

Summary of Changes in Units for the year ended December 31, 2012.               

                                                        [Enlarge/Download Table]

                                                                   Accumulation Units Accumulation Units Net Increase
Divisions                                                                Issued            Redeemed       (Decrease) 
---------------------------------------------------------------------------------------------------------------------
                                                                                                                     
   AG Legacy Plus                                                           113            (21,022)        (20,909)  
   AG Legacy Plus (first reduction in expense ratio)                     10,554             (2,643)          7,911   
Neuberger Berman AMT Mid-Cap Growth Portfolio - Class I                                                              
   AG Income Advantage VUL                                                  107               (537)           (430)  
   Corporate America (reduced surrender charge)                           1,112               (731)            381   
   Income Advantage Select                                                  610               (190)            420   
   Platinum Investor I & II                                               1,027             (1,074)            (47)  
   Platinum Investor I & II (first reduction in expense ratio)            8,379             (7,033)          1,346   
   Platinum Investor III                                                  2,738            (87,394)        (84,656)  
   Platinum Investor III (first reduction in expense ratio)              66,538             (8,317)         58,221   
   Platinum Investor IV                                                   1,436               (864)            572   
   Platinum Investor FlexDirector                                             2               (226)           (224)  
   Platinum Investor PLUS                                                 1,031             (5,274)         (4,243)  
   Platinum Investor Plus (first reduction in expense ratio)              3,299                (15)          3,284   
   Platinum Investor Survivor (first reduction in expense ratio)         19,626             (1,754)         17,872   
   Platinum Investor Survivor II                                            373             (6,703)         (6,330)  
   Platinum Investor VIP                                                  8,054             (7,674)            380   
   Platinum Investor VIP (with GMWB rider)                                   23                 (4)             19   
   Protection Advantage Select                                              530               (779)           (249)  
Neuberger Berman AMT Large Cap Value Portfolio - Class I                                                             
   AG Legacy Plus                                                             2                 (6)             (4)  
   AG Legacy Plus (first reduction in expense ratio)                          9               (362)           (353)  
Neuberger Berman AMT Socially Responsive Portfolio - Class I                                                         
   AG Income Advantage VUL                                                   57                 (5)             52   
   Corporate America (reduced surrender charge)                             662                (18)            644   
   Income Advantage Select                                                   11                 (2)              9   
   Protection Advantage Select                                               31                 (8)             23   
Oppenheimer Balanced Fund/VA - Non-Service Shares                                                                    
   AG Income Advantage VUL                                                  304               (146)            158   
   Income Advantage Select                                                  108               (151)            (43)  
   Platinum Investor I & II                                                  87                (52)             35   
   Platinum Investor I & II (first reduction in expense ratio)              194               (488)           (294)  
   Platinum Investor III                                                  4,964             (7,849)         (2,885)  
   Platinum Investor III (first reduction in expense ratio)               6,948               (244)          6,704   
   Platinum Investor IV                                                   5,923             (2,222)          3,701   
   Platinum Investor FlexDirector                                            40             (2,881)         (2,841)  
Oppenheimer Balanced Fund/VA - Non-Service Shares - continued                                                        
   Platinum Investor PLUS                                                   391             (2,977)         (2,586)  
   Platinum Investor Plus (first reduction in expense ratio)                120                 (1)            119   
   Platinum Investor Survivor (first reduction in expense ratio)             74                 (9)             65   
   Platinum Investor Survivor II                                            623               (345)            278   
   Platinum Investor VIP                                                  4,030             (2,973)          1,057   
   Protection Advantage Select                                              304               (687)           (383)  
Oppenheimer Global Securities Fund/VA - Non-Service Shares                                                           
   AG Income Advantage VUL                                                4,029             (3,670)            359   
   Corporate America (reduced surrender charge)                             866             (4,080)         (3,214)  
   Corporate Investor Select                                                 35                (53)            (18)  
   Income Advantage Select                                                  331               (456)           (125)  
   Platinum Investor I & II                                                 246            (14,532)        (14,286)  
   Platinum Investor I & II (first reduction in expense ratio)           25,545               (357)         25,188   
   Platinum Investor III                                                  4,992            (35,452)        (30,460)  
   Platinum Investor III (first reduction in expense ratio)              66,268             (6,586)         59,682   
   Platinum Investor IV                                                   5,501             (4,895)            606   
   Platinum Investor FlexDirector                                            27                (56)            (29)  
   Platinum Investor PLUS                                                 1,515             (3,768)         (2,253)  
   Platinum Investor Plus (first reduction in expense ratio)              1,810                 (1)          1,809   
   Platinum Investor Survivor                                                 -               (392)           (392)  
   Platinum Investor Survivor (first reduction in expense ratio)          1,218             (3,216)         (1,998)  
   Platinum Investor Survivor II                                          1,799             (2,719)           (920)  

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           
NOTES TO FINANCIAL STATEMENTS - CONTINUED                                       

NOTE 6 - SUMMARY OF CHANGES IN UNITS - CONTINUED                                

Summary of Changes in Units for the year ended December 31, 2012.               

                                                        [Enlarge/Download Table]

                                                                         Accumulation Units Accumulation Units Net Increase
Divisions                                                                      Issued            Redeemed       (Decrease) 
---------------------------------------------------------------------------------------------------------------------------
                                                                                                                           
   Platinum Investor VIP                                                        9,096              (9,891)           (795) 
   Platinum Investor VIP (with GMWB rider)                                         78                 (14)             64  
   Protection Advantage Select                                                    808                (874)            (66) 
Oppenheimer High Income Fund/VA - Non-Service Shares                                                                       
   AG Legacy Plus                                                                   -             (13,633)        (13,633) 
   AG Legacy Plus (first reduction in expense ratio)                                -              (1,701)         (1,701) 
Oppenheimer Global Strategic Income Fund/VA (Non-Service)                                                                  
   AG Legacy Plus (first reduction in expense ratio)                              543                 (20)            523  
   AG Legacy Plus                                                               3,821                  (3)          3,818  
PIMCO VIT CommodityRealReturn Strategy Portfolio - Administrative Class                                                    
   AG Income Advantage VUL                                                        731                (566)            165  
   AG Income Advantage VUL (with GMWB rider)                                        -                  (6)             (6) 
   Corporate America (reduced surrender charge)                                   520              (1,735)         (1,215) 
   Income Advantage Select                                                        505                (469)             36  
   Platinum Investor I & II                                                         1                (302)           (301) 
   Platinum Investor I & II (first reduction in expense ratio)                    589                (436)            153  
   Platinum Investor III                                                        2,444             (27,709)        (25,265) 
   Platinum Investor III (first reduction in expense ratio)                    29,064              (6,391)         22,673  
   Platinum Investor IV                                                         1,721              (1,559)            162  
   Platinum Investor FlexDirector                                                 392                (111)            281  
   Platinum Investor PLUS                                                       1,450              (2,399)           (949) 
   Platinum Investor Plus (first reduction in expense ratio)                    1,971                  (1)          1,970  
   Platinum Investor Survivor II                                                5,863              (1,430)          4,433  
   Platinum Investor VIP                                                        5,592             (16,220)        (10,628) 
   Platinum Investor VIP (with GMWB rider)                                         47                 (97)            (50) 
   Protection Advantage Select                                                  1,377                (604)            773  
PIMCO VIT Global Bond Portfolio (Unhedged) - Administrative Class                                                          
   AG Income Advantage VUL                                                         33                 (28)              5  
   Income Advantage Select                                                        288                (402)           (114) 
   Protection Advantage Select                                                    570                (317)            253  
PIMCO VIT Real Return Portfolio - Administrative Class                                                                     
   AG Income Advantage VUL                                                        551                (693)           (142) 
   AG Legacy Plus                                                               3,239              (7,011)         (3,772) 
   AG Legacy Plus (first reduction in expense ratio)                           10,115                (268)          9,847  
   Corporate America (reduced surrender charge)                                   740              (1,314)           (574) 
   Corporate Investor Select                                                       12                 (19)             (7) 
   Income Advantage Select                                                        177                (274)            (97) 
   Platinum Investor I & II                                                       186              (3,524)         (3,338) 
   Platinum Investor I & II (first reduction in expense ratio)                213,731            (202,988)         10,743  
   Platinum Investor III                                                        4,477            (108,101)       (103,624) 
   Platinum Investor III (first reduction in expense ratio)                   169,231             (22,499)        146,732  
   Platinum Investor IV                                                         7,140             (10,756)         (3,616) 
   Platinum Investor FlexDirector                                                  53                 (34)             19  
   Platinum Investor PLUS                                                       2,717             (10,038)         (7,321) 
   Platinum Investor Plus (first reduction in expense ratio)                    7,801                 (33)          7,768  
   Platinum Investor Survivor                                                       8                (160)           (152) 
   Platinum Investor Survivor (first reduction in expense ratio)                5,166              (2,686)          2,480  
   Platinum Investor Survivor II                                                6,747              (6,955)           (208) 
   Platinum Investor VIP                                                        7,132             (18,082)        (10,950) 
   Protection Advantage Select                                                    456                (564)           (108) 
PIMCO VIT Short-Term Portfolio - Administrative Class                                                                      
   AG Income Advantage VUL                                                      1,411                (345)          1,066  
   AG Income Advantage VUL (with GMWB rider)                                        1                 (11)            (10) 
   Corporate America (reduced surrender charge)                                    94              (1,742)         (1,648) 
   Corporate Investor Select                                                        -                 (14)            (14) 
   Income Advantage Select                                                        199                (107)             92  
   Platinum Investor I & II                                                       553                (553)              -  
   Platinum Investor I & II (first reduction in expense ratio)                  8,002            (123,365)       (115,363) 
   Platinum Investor III                                                       15,404            (223,418)       (208,014) 

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           
NOTES TO FINANCIAL STATEMENTS - CONTINUED                                       

NOTE 6 - SUMMARY OF CHANGES IN UNITS - CONTINUED                                

Summary of Changes in Units for the year ended December 31, 2012.               

                                                        [Enlarge/Download Table]

                                                                     Accumulation Units Accumulation Units Net Increase
Divisions                                                                  Issued            Redeemed       (Decrease) 
-----------------------------------------------------------------------------------------------------------------------
                                                                                                                       
   Platinum Investor III (first reduction in expense ratio)               142,031             (96,512)         45,519  
   Platinum Investor IV                                                     4,268              (3,308)            960  
   Platinum Investor FlexDirector                                             609                (627)            (18) 
   Platinum Investor PLUS                                                   4,391              (5,601)         (1,210) 
   Platinum Investor Plus (first reduction in expense ratio)                2,050                  (5)          2,045  
   Platinum Investor Survivor                                                  27              (1,226)         (1,199) 
   Platinum Investor Survivor (first reduction in expense ratio)           11,899                (831)         11,068  
   Platinum Investor Survivor II                                            5,239              (4,828)            411  
   Platinum Investor VIP                                                    6,310              (3,360)          2,950  
   Platinum Investor VIP (with GMWB rider)                                    138                (290)           (152) 
   Protection Advantage Select                                                254                (167)             87  
PIMCO VIT Total Return Portfolio - Administrative Class                                                                
   AG Income Advantage VUL                                                  3,094              (3,376)           (282) 
   AG Income Advantage VUL (with GMWB rider)                                    -                  (9)             (9) 
   AG Legacy Plus                                                             508              (9,889)         (9,381) 
   AG Legacy Plus (first reduction in expense ratio)                       12,227              (1,099)         11,128  
   Corporate America (reduced surrender charge)                             4,153              (3,639)            514  
   Corporate Investor Select                                                   28                 (32)             (4) 
   Income Advantage Select                                                    319                (629)           (310) 
   Platinum Investor I & II                                                   269              (4,264)         (3,995) 
   Platinum Investor I & II (first reduction in expense ratio)             18,227             (20,200)         (1,973) 
   Platinum Investor III                                                    6,456            (130,932)       (124,476) 
   Platinum Investor III (first reduction in expense ratio)               174,714             (13,258)        161,456  
   Platinum Investor IV                                                     5,917             (12,370)         (6,453) 
   Platinum Investor FlexDirector                                             924              (1,139)           (215) 
   Platinum Investor PLUS                                                   3,411             (17,013)        (13,602) 
   Platinum Investor Plus (first reduction in expense ratio)               11,518                 (24)         11,494  
   Platinum Investor Survivor                                                   9              (2,666)         (2,657) 
   Platinum Investor Survivor (first reduction in expense ratio)            8,613              (6,376)          2,237  
   Platinum Investor Survivor II                                           77,109             (50,218)         26,891  
   Platinum Investor VIP                                                   14,842              (4,862)          9,980  
PIMCO VIT Total Return Portfolio - Administrative Class - continued                                                    
   Platinum Investor VIP (with GMWB rider)                                    175                (392)           (217) 
   Protection Advantage Select                                              2,499              (2,551)            (52) 
Pioneer Fund VCT Portfolio - Class I                                                                                   
   Platinum Investor I & II                                                   224                (307)            (83) 
   Platinum Investor I & II (first reduction in expense ratio)              2,947              (7,309)         (4,362) 
   Platinum Investor III                                                      331             (12,589)        (12,258) 
   Platinum Investor III (first reduction in expense ratio)                16,125              (7,545)          8,580  
   Platinum Investor PLUS                                                      29                (278)           (249) 
   Platinum Investor Plus (first reduction in expense ratio)                  169                  (2)            167  
   Platinum Investor Survivor (first reduction in expense ratio)              473              (1,887)         (1,414) 
   Platinum Investor Survivor II                                                -                 (19)            (19) 
Pioneer Growth Opportunities VCT Portfolio - Class I                                                                   
   Corporate America                                                           26                (105)            (79) 
   Platinum Investor I & II                                                   339                (334)              5  
   Platinum Investor I & II (first reduction in expense ratio)              2,585             (14,360)        (11,775) 
   Platinum Investor III                                                      421             (52,100)        (51,679) 
   Platinum Investor III (first reduction in expense ratio)                50,118              (8,036)         42,082  
   Platinum Investor PLUS                                                     311              (2,788)         (2,477) 
   Platinum Investor Plus (first reduction in expense ratio)                2,575                  (9)          2,566  
   Platinum Investor Survivor (first reduction in expense ratio)              327                (120)            207  
   Platinum Investor Survivor II                                                -                 (10)            (10) 
Pioneer Mid Cap Value VCT Portfolio - Class I                                                                          
   AG Income Advantage VUL                                                    191                 (61)            130  
   Corporate America (reduced surrender charge)                                 8              (1,946)         (1,938) 
   Income Advantage Select                                                    138                 (70)             68  
   Platinum Investor I & II                                                    28                 (30)             (2) 
   Platinum Investor I & II (first reduction in expense ratio)                  1                 (15)            (14) 

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           
NOTES TO FINANCIAL STATEMENTS - CONTINUED                                       

NOTE 6 - SUMMARY OF CHANGES IN UNITS - CONTINUED                                

Summary of Changes in Units for the year ended December 31, 2012.               

                                                        [Enlarge/Download Table]

                                                                   Accumulation Units Accumulation Units Net Increase
Divisions                                                                Issued            Redeemed       (Decrease) 
---------------------------------------------------------------------------------------------------------------------
                                                                                                                     
   Platinum Investor III                                                  1,561             (16,090)        (14,529) 
   Platinum Investor III (first reduction in expense ratio)              15,981                (255)         15,726  
   Platinum Investor IV                                                     321                (234)             87  
   Platinum Investor FlexDirector                                           298                (397)            (99) 
   Platinum Investor PLUS                                                   268                (207)             61  
   Platinum Investor Plus (first reduction in expense ratio)                185                  (1)            184  
   Platinum Investor Survivor II                                            766                (277)            489  
   Platinum Investor VIP                                                  4,225              (6,848)         (2,623) 
   Platinum Investor VIP (with GMWB rider)                                  439                (272)            167  
   Protection Advantage Select                                              452                (234)            218  
Putnam VT Diversified Income Fund - Class IB                                                                         
   AG Income Advantage VUL                                                  168                (290)           (122) 
   AG Legacy Plus                                                           549              (2,443)         (1,894) 
   AG Legacy Plus (first reduction in expense ratio)                        295                (101)            194  
   Corporate America                                                          1              (6,251)         (6,250) 
   Corporate America (reduced surrender charge)                           3,500              (4,297)           (797) 
   Income Advantage Select                                                  103                (307)           (204) 
   Income Advantage Select (with GMWB rider)                                  9                  (5)              4  
   Platinum Investor I & II                                                 717                (837)           (120) 
   Platinum Investor I & II (first reduction in expense ratio)            2,635              (6,680)         (4,045) 
   Platinum Investor III                                                  1,934             (31,983)        (30,049) 
   Platinum Investor III (first reduction in expense ratio)              57,720              (4,331)         53,389  
   Platinum Investor IV                                                     834              (1,205)           (371) 
   Platinum Investor FlexDirector                                             5                  (6)             (1) 
   Platinum Investor PLUS                                                   354              (1,603)         (1,249) 
   Platinum Investor Plus (first reduction in expense ratio)              1,253                  (6)          1,247  
   Platinum Investor Survivor (first reduction in expense ratio)            176                 (56)            120  
   Platinum Investor Survivor II                                          1,030                (101)            929  
   Platinum Investor VIP                                                  3,749              (3,010)            739  
   Protection Advantage Select                                              126                (207)            (81) 
Putnam VT Growth and Income Fund - Class IB                                                                          
   Corporate America                                                          -             (10,034)        (10,034) 
   Corporate America (reduced surrender charge)                           1,039              (1,519)           (480) 
   Platinum Investor I & II                                                 469              (5,282)         (4,813) 
   Platinum Investor I & II (first reduction in expense ratio)            4,373             (19,623)        (15,250) 
   Platinum Investor III                                                  2,835            (139,580)       (136,745) 
   Platinum Investor III (first reduction in expense ratio)             125,855             (14,658)        111,197  
   Platinum Investor IV                                                   4,087              (4,671)           (584) 
   Platinum Investor PLUS                                                 1,684              (7,387)         (5,703) 
   Platinum Investor Plus (first reduction in expense ratio)              3,951                 (24)          3,927  
   Platinum Investor Survivor                                                47                 (92)            (45) 
   Platinum Investor Survivor (first reduction in expense ratio)            752              (3,034)         (2,282) 
   Platinum Investor Survivor II                                          1,765              (1,209)            556  
Putnam VT International Value Fund - Class IB                                                                        
   Corporate America (reduced surrender charge)                           1,649              (5,023)         (3,374) 
   Platinum Investor I & II                                                 747              (1,455)           (708) 
   Platinum Investor I & II (first reduction in expense ratio)            8,992             (26,451)        (17,459) 
   Platinum Investor III                                                  3,845             (53,390)        (49,545) 
   Platinum Investor III (first reduction in expense ratio)              76,463             (13,828)         62,635  
   Platinum Investor IV                                                   2,871              (3,385)           (514) 
   Platinum Investor FlexDirector                                             8                 (62)            (54) 
   Platinum Investor PLUS                                                 1,170              (3,796)         (2,626) 
   Platinum Investor Plus (first reduction in expense ratio)              2,954                 (25)          2,929  
   Platinum Investor Survivor                                                51                (577)           (526) 
   Platinum Investor Survivor (first reduction in expense ratio)          1,863              (4,467)         (2,604) 
   Platinum Investor Survivor II                                          3,867                (139)          3,728  
   Platinum Investor VIP                                                 17,172             (15,110)          2,062  
   Platinum Investor VIP (with GMWB rider)                                  102                 (19)             83  
Putnam VT Multi-Cap Growth Fund - Class IB                                                                           

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           
NOTES TO FINANCIAL STATEMENTS - CONTINUED                                       

NOTE 6 - SUMMARY OF CHANGES IN UNITS - CONTINUED                                

Summary of Changes in Units for the year ended December 31, 2012.               

                                                        [Enlarge/Download Table]

                                                                   Accumulation Units Accumulation Units Net Increase
Divisions                                                                Issued            Redeemed       (Decrease) 
---------------------------------------------------------------------------------------------------------------------
                                                                                                                     
   AG Legacy Plus                                                             -             (1,729)         (1,729)  
   AG Legacy Plus (first reduction in expense ratio)                      1,668               (255)          1,413   
Putnam VT Small Cap Value Fund - Class IB                                                                            
   AG Income Advantage VUL                                                  142               (151)             (9)  
   AG Legacy Plus                                                            15             (2,964)         (2,949)  
   AG Legacy Plus (first reduction in expense ratio)                      5,525               (477)          5,048   
   Income Advantage Select                                                   63                (24)             39   
   Protection Advantage Select                                              147               (114)             33   
Putnam VT Voyager Fund - Class IB                                                                                    
   AG Legacy Plus                                                           143             (8,864)         (8,721)  
   AG Legacy Plus (first reduction in expense ratio)                      1,676               (290)          1,386   
SunAmerica Aggressive Growth Portfolio - Class 1                                                                     
   AG Income Advantage VUL                                                  125               (143)            (18)  
   Income Advantage Select                                                   81               (152)            (71)  
   Platinum Investor I & II (first reduction in expense ratio)              285            (22,553)        (22,268)  
   Platinum Investor III                                                  2,815            (11,145)         (8,330)  
   Platinum Investor III (first reduction in expense ratio)              10,455             (3,581)          6,874   
   Platinum Investor IV                                                   1,072               (700)            372   
   Platinum Investor FlexDirector                                            37                (19)             18   
   Platinum Investor PLUS                                                   694             (2,504)         (1,810)  
   Platinum Investor Plus (first reduction in expense ratio)              2,839                (12)          2,827   
   Platinum Investor Survivor II                                             21                  -              21   
   Platinum Investor VIP                                                 10,881             (9,840)          1,041   
   Protection Advantage Select                                               31                (34)             (3)  
SunAmerica Balanced Portfolio - Class 1                                                                              
   AG Income Advantage VUL                                                  124                (45)             79   
   Income Advantage Select                                                  146               (189)            (43)  
   Platinum Investor I & II (first reduction in expense ratio)            1,622             (1,270)            352   
   Platinum Investor III                                                  2,432            (34,414)        (31,982)  
   Platinum Investor III (first reduction in expense ratio)              38,009             (1,729)         36,280   
   Platinum Investor IV                                                   1,104               (475)            629   
   Platinum Investor FlexDirector                                             3                 (3)              -   
   Platinum Investor PLUS                                                 1,427             (7,409)         (5,982)  
   Platinum Investor Plus (first reduction in expense ratio)              6,024                (60)          5,964   
   Platinum Investor Survivor II                                            112                (56)             56   
   Platinum Investor VIP                                                    920             (5,144)         (4,224)  
   Protection Advantage Select                                              169               (138)             31   
UIF Growth Portfolio - Class I Shares                                                                                
   Platinum Investor I & II                                                 363               (363)              -   
   Platinum Investor I & II (first reduction in expense ratio)            8,470            (20,399)        (11,929)  
   Platinum Investor III                                                  2,395            (25,375)        (22,980)  
   Platinum Investor III (first reduction in expense ratio)              21,027             (2,646)         18,381   
   Platinum Investor IV                                                     246               (363)           (117)  
   Platinum Investor PLUS                                                   437               (632)           (195)  
   Platinum Investor Plus (first reduction in expense ratio)                428                 (1)            427   
   Platinum Investor Survivor                                                 -             (1,366)         (1,366)  
   Platinum Investor Survivor (first reduction in expense ratio)          1,817             (3,196)         (1,379)  
   Platinum Investor Survivor II                                          1,678                (20)          1,658   
VALIC Company I International Equities Fund                                                                          
   AG Income Advantage VUL                                                  898               (528)            370   
   AG Legacy Plus                                                             -               (220)           (220)  
   AG Legacy Plus (first reduction in expense ratio)                        244               (214)             30   
   Corporate America (reduced surrender charge)                             290               (118)            172   
   Income Advantage Select                                                  134                (30)            104   
   Platinum Investor I & II                                               1,584            (19,207)        (17,623)  
   Platinum Investor I & II (first reduction in expense ratio)           31,436             (6,448)         24,988   
   Platinum Investor III                                                  1,595            (27,610)        (26,015)  
   Platinum Investor III (first reduction in expense ratio)              31,487             (2,411)         29,076   
   Platinum Investor IV                                                   1,724             (1,541)            183   

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           
NOTES TO FINANCIAL STATEMENTS - CONTINUED                                       

NOTE 6 - SUMMARY OF CHANGES IN UNITS - CONTINUED                                

Summary of Changes in Units for the year ended December 31, 2012.               

                                                        [Enlarge/Download Table]

                                                                   Accumulation Units Accumulation Units Net Increase
Divisions                                                                Issued            Redeemed       (Decrease) 
---------------------------------------------------------------------------------------------------------------------
                                                                                                                     
   Platinum Investor FlexDirector                                             -                 (56)            (56) 
   Platinum Investor PLUS                                                 1,106              (2,180)         (1,074) 
   Platinum Investor Plus (first reduction in expense ratio)                980                  (1)            979  
   Platinum Investor Survivor (first reduction in expense ratio)            424              (5,320)         (4,896) 
   Platinum Investor Survivor II                                            544              (1,514)           (970) 
   Platinum Investor VIP                                                  5,300              (1,468)          3,832  
   Protection Advantage Select                                              487                (517)            (30) 
VALIC Company I Mid Cap Index Fund                                                                                   
   AG Income Advantage VUL                                                2,327                (278)          2,049  
   AG Legacy Plus                                                            30              (1,327)         (1,297) 
   AG Legacy Plus (first reduction in expense ratio)                      1,891                (367)          1,524  
   Corporate America                                                         30                (125)            (95) 
   Corporate America (reduced surrender charge)                             264                 (83)            181  
   Income Advantage Select                                                  106                 (38)             68  
   Platinum Investor I & II                                                 603              (1,155)           (552) 
   Platinum Investor I & II (first reduction in expense ratio)            9,132             (36,838)        (27,706) 
   Platinum Investor III                                                  1,578             (94,440)        (92,862) 
   Platinum Investor III (first reduction in expense ratio)             127,849             (23,687)        104,162  
   Platinum Investor IV                                                   2,261              (3,550)         (1,289) 
   Platinum Investor FlexDirector                                            24                 (24)              -  
   Platinum Investor PLUS                                                 1,493              (5,818)         (4,325) 
   Platinum Investor Plus (first reduction in expense ratio)              4,736                 (15)          4,721  
   Platinum Investor Survivor (first reduction in expense ratio)          1,001             (12,887)        (11,886) 
   Platinum Investor Survivor II                                          2,596             (20,399)        (17,803) 
   Platinum Investor VIP                                                 13,767             (13,898)           (131) 
   Platinum Investor VIP (with GMWB rider)                                   68                 (12)             56  
   Protection Advantage Select                                              333                (258)             75  
VALIC Company I Money Market I Fund                                                                                  
   AG Income Advantage VUL                                                4,318              (6,211)         (1,893) 
   AG Income Advantage VUL (with GMWB rider)                                  -                 (10)            (10) 
   AG Legacy Plus                                                           191              (2,039)         (1,848) 
   AG Legacy Plus (first reduction in expense ratio)                      1,461                (311)          1,150  
   Corporate America (reduced surrender charge)                          28,120             (21,809)          6,311  
   Income Advantage Select                                                1,792              (1,129)            663  
   Platinum Investor I & II                                               4,286             (30,510)        (26,224) 
   Platinum Investor I & II (first reduction in expense ratio)          199,345            (428,950)       (229,605) 
   Platinum Investor III                                                 56,983            (165,673)       (108,690) 
   Platinum Investor III (first reduction in expense ratio)             197,936             (70,828)        127,108  
   Platinum Investor IV                                                  12,176             (11,033)          1,143  
   Platinum Investor FlexDirector                                           435                (274)            161  
   Platinum Investor PLUS                                                84,417             (90,321)         (5,904) 
   Platinum Investor Plus (first reduction in expense ratio)              7,128                 (68)          7,060  
   Platinum Investor Survivor                                               536                (619)            (83) 
   Platinum Investor Survivor (first reduction in expense ratio)         14,639             (47,524)        (32,885) 
   Platinum Investor Survivor II                                          7,001              (7,906)           (905) 
   Platinum Investor VIP                                                 81,419            (118,467)        (37,048) 
   Platinum Investor VIP (with GMWB rider)                                   63                (131)            (68) 
   Protection Advantage Select                                           14,907              (4,272)         10,635  
VALIC Company I Nasdaq-100 Index Fund                                                                                
   AG Income Advantage VUL                                                  432                (907)           (475) 
   Income Advantage Select                                                   16                  (8)              8  
   Platinum Investor I & II                                                 990                (884)            106  
   Platinum Investor I & II (first reduction in expense ratio)            4,935             (21,438)        (16,503) 
   Platinum Investor III                                                  9,872            (124,408)       (114,536) 
   Platinum Investor III (first reduction in expense ratio)              55,559              (7,803)         47,756  
   Platinum Investor IV                                                   1,079                (411)            668  
   Platinum Investor FlexDirector                                             4                  (6)             (2) 
   Platinum Investor PLUS                                                 1,380              (2,466)         (1,086) 
   Platinum Investor Plus (first reduction in expense ratio)              2,187                  (6)          2,181  

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           
NOTES TO FINANCIAL STATEMENTS - CONTINUED                                       

NOTE 6 - SUMMARY OF CHANGES IN UNITS - CONTINUED                                

Summary of Changes in Units for the year ended December 31, 2012.               

                                                        [Enlarge/Download Table]

                                                                   Accumulation Units Accumulation Units Net Increase
Divisions                                                                Issued            Redeemed       (Decrease) 
---------------------------------------------------------------------------------------------------------------------
                                                                                                                     
   Platinum Investor Survivor                                                 -                (139)           (139) 
   Platinum Investor Survivor (first reduction in expense ratio)             84                 (98)            (14) 
   Platinum Investor Survivor II                                          2,439                 (76)          2,363  
   Platinum Investor VIP                                                  1,619                (854)            765  
   Protection Advantage Select                                            1,015                (649)            366  
VALIC Company I Science & Technology Fund                                                                            
   AG Income Advantage VUL                                                  282                 (14)            268  
   Income Advantage Select                                                    7                  (3)              4  
   Platinum Investor I & II                                                  73                 (50)             23  
   Platinum Investor I & II (first reduction in expense ratio)            1,178              (4,666)         (3,488) 
   Platinum Investor III                                                  3,842             (42,517)        (38,675) 
   Platinum Investor III (first reduction in expense ratio)              18,895              (1,804)         17,091  
   Platinum Investor IV                                                     483                (253)            230  
   Platinum Investor FlexDirector                                            18                 (15)              3  
   Platinum Investor PLUS                                                   314                (519)           (205) 
   Platinum Investor Plus (first reduction in expense ratio)                556                  (7)            549  
   Platinum Investor Survivor (first reduction in expense ratio)            429                 (92)            337  
   Platinum Investor Survivor II                                            410                 (37)            373  
   Platinum Investor VIP                                                    776                (637)            139  
   Protection Advantage Select                                               63                 (23)             40  
VALIC Company I Small Cap Index Fund                                                                                 
   AG Income Advantage VUL                                                2,395                (698)          1,697  
   Corporate America (reduced surrender charge)                           2,297              (3,591)         (1,294) 
   Corporate Investor Select                                                 22                 (33)            (11) 
   Income Advantage Select                                                   60                 (33)             27  
   Platinum Investor I & II                                               1,004              (1,062)            (58) 
   Platinum Investor I & II (first reduction in expense ratio)            2,297             (50,837)        (48,540) 
   Platinum Investor III                                                  1,603             (68,018)        (66,415) 
   Platinum Investor III (first reduction in expense ratio)              93,591             (34,646)         58,945  
   Platinum Investor IV                                                   1,824              (1,707)            117  
   Platinum Investor FlexDirector                                            47                (124)            (77) 
   Platinum Investor PLUS                                                 1,444              (3,594)         (2,150) 
   Platinum Investor Plus (first reduction in expense ratio)              2,080                 (13)          2,067  
   Platinum Investor Survivor                                                42                (918)           (876) 
   Platinum Investor Survivor (first reduction in expense ratio)          1,950              (1,078)            872  
   Platinum Investor Survivor II                                          4,129             (22,502)        (18,373) 
   Platinum Investor VIP                                                 15,195             (12,790)          2,405  
   Protection Advantage Select                                              981                (445)            536  
VALIC Company I Stock Index Fund                                                                                     
   AG Income Advantage VUL                                                  364              (1,031)           (667) 
   AG Legacy Plus                                                            84             (15,781)        (15,697) 
   AG Legacy Plus (first reduction in expense ratio)                     14,942                (485)         14,457  
   Corporate America                                                         61                (253)           (192) 
   Corporate America (reduced surrender charge)                           5,918              (8,105)         (2,187) 
   Corporate Investor Select                                                 23                 (36)            (13) 
   Income Advantage Select                                                1,203                (791)            412  
   Platinum Investor I & II                                               1,589             (17,781)        (16,192) 
   Platinum Investor I & II (first reduction in expense ratio)           29,060             (71,608)        (42,548) 
   Platinum Investor III                                                  3,110            (244,272)       (241,162) 
   Platinum Investor III (first reduction in expense ratio)             213,667             (62,969)        150,698  
   Platinum Investor IV                                                   3,104              (3,669)           (565) 
   Platinum Investor FlexDirector                                            28                (189)           (161) 
   Platinum Investor PLUS                                                 3,682              (5,724)         (2,042) 
   Platinum Investor Plus (first reduction in expense ratio)              3,782                (266)          3,516  
   Platinum Investor Survivor                                               299             (10,303)        (10,004) 
   Platinum Investor Survivor (first reduction in expense ratio)         13,468             (12,035)          1,433  
   Platinum Investor Survivor II                                         10,141              (3,248)          6,893  
   Platinum Investor VIP                                                 19,454             (12,699)          6,755  
   Protection Advantage Select                                              975                (879)             96  

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           
NOTES TO FINANCIAL STATEMENTS - CONTINUED                                       

NOTE 6 - SUMMARY OF CHANGES IN UNITS - CONTINUED                                

Summary of Changes in Units for the year ended December 31, 2012.               

                                                        [Enlarge/Download Table]

                                                                   Accumulation Units Accumulation Units Net Increase
Divisions                                                                Issued            Redeemed       (Decrease) 
---------------------------------------------------------------------------------------------------------------------
                                                                                                                     
Vanguard VIF High Yield Bond Portfolio                                                                               
   AG Income Advantage VUL                                                2,835             (2,190)            645   
   Corporate America (reduced surrender charge)                           1,438             (1,163)            275   
   Corporate Investor Select                                                 20                (31)            (11)  
   Income Advantage Select                                                  153               (538)           (385)  
   Platinum Investor I & II                                                 148               (249)           (101)  
   Platinum Investor I & II (first reduction in expense ratio)            8,903            (11,084)         (2,181)  
   Platinum Investor III                                                  3,266            (50,675)        (47,409)  
   Platinum Investor III (first reduction in expense ratio)              60,654             (7,668)         52,986   
   Platinum Investor IV                                                   5,694             (4,142)          1,552   
   Platinum Investor FlexDirector                                             9               (237)           (228)  
   Platinum Investor PLUS                                                 1,917             (7,208)         (5,291)  
   Platinum Investor Plus (first reduction in expense ratio)              2,439                 (5)          2,434   
   Platinum Investor Survivor                                                10               (767)           (757)  
   Platinum Investor Survivor (first reduction in expense ratio)          6,156               (994)          5,162   
   Platinum Investor Survivor II                                         10,529             (5,059)          5,470   
   Platinum Investor VIP                                                  5,024             (3,331)          1,693   
   Platinum Investor VIP (with GMWB rider)                                   28                (60)            (32)  
   Protection Advantage Select                                              424               (422)              2   
Vanguard VIF REIT Index Portfolio                                                                                    
   AG Income Advantage VUL                                                2,001             (3,123)         (1,122)  
   AG Income Advantage VUL (with GMWB rider)                                  -                 (6)             (6)  
   Corporate America (reduced surrender charge)                           1,272             (4,065)         (2,793)  
   Income Advantage Select                                                  338               (369)            (31)  
   Income Advantage Select (with GMWB rider)                                  8                 (5)              3   
   Platinum Investor I & II                                                 235               (290)            (55)  
   Platinum Investor I & II (first reduction in expense ratio)            9,802            (15,743)         (5,941)  
   Platinum Investor III                                                  2,825            (66,183)        (63,358)  
   Platinum Investor III (first reduction in expense ratio)             161,399            (16,216)        145,183   
   Platinum Investor IV                                                   6,055             (5,858)            197   
   Platinum Investor FlexDirector                                           238               (790)           (552)  
   Platinum Investor PLUS                                                 1,919            (18,990)        (17,071)  
   Platinum Investor Plus (first reduction in expense ratio)             13,461                (12)         13,449   
   Platinum Investor Survivor                                                12               (753)           (741)  
   Platinum Investor Survivor (first reduction in expense ratio)          2,737             (1,499)          1,238   
   Platinum Investor Survivor II                                          2,663             (2,571)             92   
   Platinum Investor VIP                                                  9,347             (9,167)            180   
   Platinum Investor VIP (with GMWB rider)                                   83               (113)            (30)  
   Protection Advantage Select                                           879.00            (844.00)          35.00   

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           
NOTES TO FINANCIAL STATEMENTS - CONTINUED                                       

NOTE 7 - FINANCIAL HIGHLIGHTS                                                   

A summary of units outstanding, unit values, and net assets for the variable    
life policies and the investment income ratios, expense ratios (excluding       
expenses of the underlying Divisions) and total returns for each of the five    
years in the period ended December 31, 2013 are as follows:                     

                                                        [Enlarge/Download Table]

                      At December 31                         For the year ended December 31                               
           -------------------------------------   ---------------------------------------------------------------------- 
                                                   Investment Income                                                      
                      Unit Value                        Ratio               Expense Ratio             Total Return        
            Units  Lowest to Highest Net Assets    Lowest to Highest /(1)/ Lowest to Highest /(2)/ Lowest to Highest /(3)/
-------------------------------------------------  -----------------------------------------------------------------------
                                                                                                                          

Alger Capital Appreciation Portfolio -                                                                                    
  Class I-2 Shares                                                                                                        
-------------------------------------------------                                                                         
2013       249,000 $16.25 to  $20.46 $ 5,171,060   0.36%                   0.20%    to     1.45%    33.24%   to    34.92% 
2012       210,287  10.89 to   24.88   3,881,078   1.10%                   0.20%    to     1.45%    16.59%   to    18.31% 
2011       194,548   9.22 to   21.73   3,304,011   0.11%                   0.20%    to     1.45%    -1.73%   to    -0.50% 
2010       197,206   9.27 to   21.89   3,389,409   0.15%    to     2.14%   0.20%    to     1.45%    -0.28%   to    14.78% 
2009       197,008   8.15 to   19.27   3,075,839   0.00%                   0.20%    to     1.45%    48.93%   to    77.76% 

Alger Mid Cap Growth Portfolio - Class I-2                                                                                
  Shares                                                                                                                  
-------------------------------------------------                                                                         
2013       182,950 $10.63 to  $13.39 $ 2,968,985   0.34%                   0.20%    to     1.45%    33.89%   to    35.57% 
2012       178,218   7.54 to   18.44   2,301,200   0.00%                   0.20%    to     1.45%    14.53%   to    16.22% 
2011       197,175   6.55 to   15.98   2,444,510   0.35%                   0.20%    to     1.45%    -9.59%   to    -8.46% 
2010       202,610   7.21 to   17.95   2,851,234   0.00%                   0.20%    to     1.45%     5.88%   to    19.14% 
2009       186,401   6.10 to   15.09   2,181,171   0.00%                   0.20%    to     1.45%    29.07%   to    51.40% 

American Century VP Value Fund - Class I                                                                                  
-------------------------------------------------                                                                         
2013       933,185 $20.51 to  $22.46 $15,724,871   1.69%                   0.20%    to     0.75%    30.74%   to    31.46% 
2012       934,942  10.69 to   21.59  12,587,820   2.00%                   0.20%    to     0.75%    13.72%   to    14.58% 
2011       888,449   9.35 to   18.99  11,755,714   2.04%                   0.20%    to     0.75%     0.26%   to     0.81% 
2010       891,410   9.27 to   18.94  12,897,301   1.89%    to     2.33%   0.20%    to     1.45%     1.32%   to    16.28% 
2009       940,091   8.19 to   16.82  12,490,548   3.73%    to     5.59%   0.20%    to     1.45%    18.14%   to    19.62% 

Credit Suisse U.S. Equity Flex I                                                                                          
  Portfolio /(12)/                                                                                                        
-------------------------------------------------                                                                         
2013             - $    -            $         -   0.00%                   0.00%           0.00%     0.00%          0.00% 
2012             -      -                      -   0.00%                   0.00%           0.00%     0.00%          0.00% 
2011             -      -                      -   1.12%                   0.20%    to     0.95%    -7.17%   to    -6.60% 
2010       184,442   7.25 to   13.24   1,482,130   0.00%    to     0.25%   0.20%    to     0.95%     1.55%   to    19.17% 
2009       195,596   6.38 to   11.59   1,375,258   0.32%    to     1.87%   0.20%    to     0.95%    23.49%   to    39.10% 

Dreyfus IP MidCap Stock Portfolio - Initial                                                                               
  Shares                                                                                                                  
-------------------------------------------------                                                                         
2013       284,074 $16.27 to  $25.55 $ 4,936,230   1.36%                   0.20%    to     0.75%    33.98%   to    34.72% 
2012       278,365  11.91 to   19.07   3,735,622   0.46%                   0.20%    to     0.75%    18.78%   to    19.44% 
2011       275,176  10.00 to   16.05   3,371,455   0.52%                   0.20%    to     0.75%    -0.35%   to     0.19% 
2010       298,362  10.01 to   16.11   3,901,648   0.86%    to     1.21%   0.20%    to     0.75%    11.03%   to    29.62% 
2009       299,501   7.92 to   12.77   3,250,022   0.24%    to     2.05%   0.40%    to     0.75%    34.50%   to    34.97% 

Dreyfus VIF International Value Portfolio -                                                                               
  Initial Shares                                                                                                          
-------------------------------------------------                                                                         
2013        12,994 $ 8.80 to  $ 9.21 $   145,715   1.83%                   0.20%    to     0.95%    21.83%   to    22.75% 
2012        10,563   7.22 to   12.78      99,312   2.75%                   0.20%    to     0.95%    11.60%   to    12.44% 
2011         9,931   6.47 to   11.37      83,245   2.19%                   0.20%    to     0.95%   -19.25%   to   -18.64% 
2010        11,489   8.01 to   13.97     115,062   1.64%    to     1.72%   0.20%    to     0.95%     3.47%   to     4.25% 
2009         9,116   7.74 to   13.40      85,613   3.00%    to     3.36%   0.20%    to     0.95%    29.74%   to    30.71% 

Dreyfus VIF Opportunistic Small Cap Portfolio -                                                                           
  Initial Shares                                                                                                          
-------------------------------------------------                                                                         
2013       593,017 $16.37 to  $18.27 $ 9,596,389   0.00%                   0.20%    to     0.75%    47.44%   to    48.25% 
2012       675,020  10.06 to   13.71   7,380,409   0.00%                   0.20%    to     0.75%    19.66%   to    20.32% 
2011       657,563   8.40 to   11.46   5,990,689   0.41%                   0.20%    to     0.75%   -14.49%   to   -14.02% 
2010       718,521   9.82 to   13.40   7,664,131   0.64%    to     0.87%   0.20%    to     0.75%    20.54%   to    32.85% 
2009       760,679   7.54 to   10.30   6,443,101   1.36%    to     1.68%   0.35%    to     0.75%    25.10%   to    25.60% 

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           
NOTES TO FINANCIAL STATEMENTS - CONTINUED                                       

NOTE 7 - FINANCIAL HIGHLIGHTS - CONTINUED                                       

A summary of units outstanding, unit values, and net assets for the variable    
life policies and the investment income ratios, expense ratios (excluding       
expenses of the underlying Divisions) and total returns for each of the five    
years in the period ended December 31, 2013 are as follows:                     

                                                        [Enlarge/Download Table]

                  At December 31                        For the year ended December 31                                    
      ----------------------------------------  --------------------------------------------------------------------------
                                                Investment Income                                                         
                   Unit Value                       Ratio                Expense Ratio              Total Return          
        Units   Lowest to Highest Net Assets    Lowest to Highest /(1)/  Lowest to Highest /(2)/  Lowest to Highest /(3)/ 
----------------------------------------------  --------------------------------------------------------------------------
                                                                                                                          

Dreyfus VIF Quality Bond                                                                                                  
  Portfolio - Initial                                                                                                     
  Shares                                                                                                                  
------------------------------------------------                                                                          
2013    453,482 $13.29 to  $15.64 $ 6,157,970   2.80%                    0.20%    to     0.75%    -2.28%    to    -1.74%  
2012    494,395  13.34 to   19.64   7,079,426   2.98%                    0.20%    to     0.75%     6.20%    to     6.78%  
2011    517,075  12.53 to   18.42   7,255,389   3.80%                    0.20%    to     0.75%     6.23%    to     6.82%  
2010    593,479  11.77 to   17.27   8,104,699   3.79%    to     4.14%    0.20%    to     0.75%     0.41%    to     8.00%  
2009    594,218  10.91 to   15.99   8,204,097   4.55%    to     5.49%    0.35%    to     0.75%    14.10%    to    14.56%  

Fidelity VIP Asset Manager                                                                                                
  Portfolio - Service Class 2                                                                                             
------------------------------------------------                                                                          
2013    344,472 $16.80 to  $18.07 $ 4,672,189   1.34%                    0.20%    to     0.75%    14.48%    to    15.11%  
2012    349,745  10.99 to   16.00   4,353,982   1.29%                    0.20%    to     0.75%    11.39%    to    12.24%  
2011    357,178   9.84 to   14.35   4,255,781   1.72%                    0.20%    to     0.75%    -3.54%    to    -3.01%  
2010    369,583  10.17 to   14.87   4,767,124   1.02%    to     1.98%    0.20%    to     0.75%    10.77%    to    13.74%  
2009    456,129   8.97 to   13.14   5,235,514   1.99%    to     3.64%    0.20%    to     0.75%    27.80%    to    31.91%  

Fidelity VIP Contrafund                                                                                                   
  Portfolio - Service Class 2                                                                                             
------------------------------------------------                                                                          
2013  1,979,018 $15.16 to  $22.34 $31,814,973   0.83%                    0.20%    to     1.45%    29.07%    to    30.69%  
2012  2,017,400   9.79 to   19.92  25,979,429   1.15%                    0.20%    to     1.45%    14.46%    to    16.15%  
2011  2,026,207   8.45 to   17.28  24,026,115   0.75%                    0.20%    to     1.45%    -4.18%    to    -2.98%  
2010  2,241,206   8.71 to   17.91  29,413,759   0.86%    to     1.21%    0.20%    to     1.45%    12.79%    to    17.90%  
2009  2,349,310   7.46 to   15.43  27,925,385   0.96%    to     1.66%    0.20%    to     1.45%    26.27%    to    35.20%  

Fidelity VIP Equity-Income                                                                                                
  Portfolio - Service Class 2                                                                                             
------------------------------------------------                                                                          
2013  1,236,243 $13.43 to  $21.38 $17,985,957   2.32%                    0.20%    to     1.45%    25.99%    to    27.57%  
2012  1,295,583   9.34 to   17.73  15,225,678   2.97%                    0.20%    to     1.45%    15.37%    to    17.06%  
2011  1,305,804   7.99 to   15.25  13,694,352   2.27%                    0.20%    to     1.45%    -0.79%    to     0.45%  
2010  1,346,273   7.96 to   15.25  15,096,156   1.46%    to     1.92%    0.20%    to     1.45%     4.03%    to    16.85%  
2009  1,451,113   6.94 to   13.35  14,377,656   1.80%    to     3.21%    0.20%    to     1.45%    28.01%    to    29.62%  

Fidelity VIP Freedom 2020                                                                                                 
  Portfolio - Service Class 2                                                                                             
------------------------------------------------                                                                          
2013     26,325 $14.09 to  $18.20 $   348,635   1.26%                    0.20%    to     0.70%    14.83%    to    15.40%  
2012     31,878  10.57 to   16.62     369,414   1.89%                    0.20%    to     0.70%    12.28%    to    13.08%  
2011     30,850   9.36 to   14.80     319,985   2.49%                    0.20%    to     0.70%    -1.93%    to    -1.44%  
2010     18,321   9.50 to   15.08     195,416   1.98%    to     2.37%    0.20%    to     0.70%    13.53%    to    14.10%  
2009     13,495   8.33 to   13.28     127,348   0.00%    to     5.64%    0.20%    to     0.70%     0.78%    to    28.29%  

Fidelity VIP Freedom 2025                                                                                                 
  Portfolio - Service Class 2                                                                                             
------------------------------------------------                                                                          
2013     53,321 $14.58 to  $19.22 $   722,900   1.78%                    0.20%    to     0.75%    18.82%    to    19.48%  
2012     44,775  10.55 to   16.09     515,350   1.96%                    0.20%    to     1.45%    13.14%    to    14.80%  
2011     30,833   9.21 to   14.04     315,809   2.16%                    0.20%    to     1.45%    -3.75%    to    -2.54%  
2010     21,955   9.45 to   14.41     233,866   0.00%    to     2.64%    0.20%    to     1.45%    13.81%    to    15.24%  
2009     24,844   8.20 to   12.50     229,911   0.93%    to     5.44%    0.20%    to     1.45%     3.47%    to    29.54%  

Fidelity VIP Freedom 2030                                                                                                 
  Portfolio - Service Class 2                                                                                             
------------------------------------------------                                                                          
2013     68,826 $13.87 to  $19.55 $   979,103   1.59%                    0.20%    to     1.45%    19.66%    to    21.17%  
2012     61,498   9.99 to   16.14     724,478   1.88%                    0.20%    to     1.45%    13.52%    to    15.19%  
2011     69,384   8.69 to   14.04     716,899   2.01%                    0.20%    to     1.45%    -4.23%    to    -3.02%  
2010     62,080   8.97 to   14.47     669,235   1.84%    to     2.56%    0.20%    to     1.45%    14.22%    to    15.66%  
2009     52,353   7.75 to   12.51     489,521   1.98%    to     3.58%    0.20%    to     1.45%    29.29%    to    40.97%  

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           
NOTES TO FINANCIAL STATEMENTS - CONTINUED                                       

NOTE 7 - FINANCIAL HIGHLIGHTS - CONTINUED                                       

A summary of units outstanding, unit values, and net assets for the variable    
life policies and the investment income ratios, expense ratios (excluding       
expenses of the underlying Divisions) and total returns for each of the five    
years in the period ended December 31, 2013 are as follows:                     

                                                        [Enlarge/Download Table]

                       At December 31                         For the year ended December 31                                   
           ----------------------------------------  --------------------------------------------------------------------------
                                                     Investment Income                                                         
                        Unit Value                       Ratio                Expense Ratio               Total Return         
             Units   Lowest to Highest Net Assets    Lowest to Highest /(1)/  Lowest to Highest /(2)/  Lowest to Highest /(3)/ 
---------------------------------------------------  --------------------------------------------------------------------------
                                                                                                                               

Fidelity VIP Growth Portfolio - Service Class 2                                                                                
---------------------------------------------------                                                                            
2013       1,140,463 $12.28 to  $16.66 $16,170,061   0.05%                    0.20%    to     0.75%     34.98%   to     35.73% 
2012       1,243,384   8.66 to   15.89  12,864,156   0.36%                    0.20%    to     0.75%     13.55%   to     14.41% 
2011       1,440,145   7.62 to   13.91  13,001,802   0.13%                    0.20%    to     0.75%     -0.78%   to     -0.23% 
2010       1,540,634   7.68 to   13.95  13,385,000   0.03%    to     0.03%    0.20%    to     0.75%     19.36%   to     23.61% 
2009       1,643,099   6.24 to   11.28  11,446,645   0.16%    to     0.25%    0.20%    to     0.75%     27.01%   to     27.71% 

Fidelity VIP Mid Cap Portfolio - Service Class 2                                                                               
---------------------------------------------------                                                                            
2013         526,757 $15.36 to  $16.44 $10,683,514   0.28%                    0.20%    to     1.45%     33.91%   to     35.60% 
2012         507,869  10.48 to   28.61   8,103,313   0.40%                    0.20%    to     1.45%     12.91%   to     14.57% 
2011         509,887   9.17 to   25.07   7,535,192   0.02%                    0.20%    to     1.45%    -12.13%   to    -11.03% 
2010         516,364  10.30 to   28.23   9,449,592   0.10%    to     0.15%    0.20%    to     1.45%      9.25%   to     28.31% 
2009         492,030   8.03 to   22.05   7,405,205   0.36%    to     0.65%    0.20%    to     1.45%      0.53%   to     51.40% 

Franklin Templeton Franklin Small Cap Value                                                                                    
Securities Fund - Class 2                                                                                                      
---------------------------------------------------                                                                            
2013         410,633 $16.22 to  $16.44 $ 8,569,689   1.28%                    0.20%    to     1.45%     34.28%   to     35.97% 
2012         424,063  11.66 to   24.93   6,804,660   0.79%                    0.20%    to     1.45%     16.68%   to     18.39% 
2011         425,994   9.87 to   21.14   6,139,109   0.71%                    0.20%    to     1.45%     -5.14%   to     -3.95% 
2010         568,474  10.27 to   22.05   9,738,236   0.62%    to     0.76%    0.20%    to     1.45%     16.86%   to     27.97% 
2009         567,888   8.03 to   17.27   7,999,887   1.29%    to     1.78%    0.20%    to     1.45%     27.30%   to     59.02% 

Franklin Templeton Franklin Small-Mid Cap Growth                                                                               
Securities Fund - Class 2                                                                                                      
---------------------------------------------------                                                                            
2013           3,006 $12.75 to  $15.45 $    45,932   0.00%                    0.50%    to     0.75%     37.12%   to     37.47% 
2012           2,951   9.30 to   11.24      31,091   0.00%                    0.50%    to     0.75%     10.02%   to     10.30% 
2011           3,203   8.45 to   10.19      29,625   0.00%                    0.50%    to     0.75%     -5.54%   to     -5.30% 
2010           9,134   8.95                 81,736   0.00%                    0.75%                     26.67%                 
2009          10,315   7.06                 72,874   0.00%                    0.75%                     42.50%                 

Franklin Templeton Franklin U.S. Government Fund                                                                               
- Class 2                                                                                                                      
---------------------------------------------------                                                                            
2013         300,094 $11.91 to  $14.86 $ 3,878,306   2.77%                    0.20%    to     0.75%     -2.97%   to     -2.43% 
2012         306,687  12.04 to   15.40   4,173,166   2.67%                    0.20%    to     0.75%      1.12%   to      1.89% 
2011         315,613  11.88 to   15.68   4,319,906   3.15%                    0.20%    to     0.75%      4.89%   to      5.47% 
2010         350,315  11.30 to   14.90   4,653,611   1.60%    to     3.70%    0.40%    to     0.75%     -1.16%   to      4.86% 
2009         391,691  10.78 to   14.21   5,007,059   1.31%    to     6.09%    0.40%    to     0.75%      2.32%   to      2.68% 

Franklin Templeton Mutual Shares Securities Fund                                                                               
- Class 2                                                                                                                      
---------------------------------------------------                                                                            
2013         481,977 $13.35 to  $13.49 $ 7,065,970   2.11%                    0.20%    to     1.45%     26.42%   to     28.00% 
2012         521,354   9.51 to   16.07   6,241,600   2.07%                    0.20%    to     1.45%     12.60%   to     14.25% 
2011         522,459   8.34 to   14.12   5,923,738   2.04%                    0.20%    to     1.45%     -2.46%   to     -1.24% 
2010         744,276   8.45 to   14.33   9,163,036   1.41%    to     1.68%    0.20%    to     1.45%      5.45%   to     10.97% 
2009         680,409   7.61 to   12.93   7,936,688   1.12%    to     2.86%    0.20%    to     1.45%     24.23%   to     33.90% 

Franklin Templeton Templeton Foreign Securities                                                                                
Fund - Class 2                                                                                                                 
---------------------------------------------------                                                                            
2013         483,045 $12.01 to  $20.63 $ 7,138,619   2.33%                    0.20%    to     0.75%     22.05%   to     22.72% 
2012         488,547   9.65 to   17.00   6,170,381   3.03%                    0.20%    to     0.75%     17.35%   to     18.24% 
2011         489,882   8.20 to   14.92   5,610,443   1.80%                    0.20%    to     0.75%    -11.30%   to    -10.81% 
2010         495,307   9.23 to   16.76   6,741,210   1.16%    to     2.01%    0.20%    to     0.75%      6.21%   to     13.97% 
2009         498,881   8.55 to   15.52   6,722,082   2.69%    to     4.24%    0.40%    to     0.75%     36.02%   to     36.50% 

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           
NOTES TO FINANCIAL STATEMENTS - CONTINUED                                       

NOTE 7 - FINANCIAL HIGHLIGHTS - CONTINUED                                       

A summary of units outstanding, unit values, and net assets for the variable    
life policies and the investment income ratios, expense ratios (excluding       
expenses of the underlying Divisions) and total returns for each of the five    
years in the period ended December 31, 2013 are as follows:                     

                                                        [Enlarge/Download Table]

                      At December 31                       For the year ended December 31                                    
           --------------------------------------  --------------------------------------------------------------------------
                                                   Investment Income                                                         
                      Unit Value                       Ratio                Expense Ratio              Total Return          
            Units  Lowest to Highest Net Assets    Lowest to Highest /(1)/  Lowest to Highest /(2)/  Lowest to Highest /(3)/ 
-------------------------------------------------  --------------------------------------------------------------------------
                                                                                                                             

Goldman Sachs VIT Strategic Growth Fund -                                                                                    
Institutional Shares                                                                                                         
-------------------------------------------------                                                                            
2013       461,991 $14.86 to  $16.67 $ 6,936,211   0.41%                    0.20%    to     0.75%    31.43%    to    32.16%  
2012       492,233  11.09 to   14.67   5,592,047   0.72%                    0.20%    to     0.75%    18.99%    to    19.65%  
2011       521,266   9.30 to   12.32   4,950,598   0.46%                    0.20%    to     0.75%    -3.34%    to    -2.81%  
2010       548,075   9.59 to   12.74   5,363,068   0.40%    to     0.43%    0.20%    to     0.75%     0.64%    to    14.31%  
2009       537,059   8.71 to   11.59   5,243,620   0.45%    to     0.47%    0.40%    to     0.75%    15.85%    to    47.16%  

Invesco V.I. Core Equity Fund - Series I                                                                                     
-------------------------------------------------                                                                            
2013       633,078 $14.49 to  $16.09 $ 9,154,360   1.39%                    0.20%    to     0.75%    28.28%    to    28.99%  
2012       686,192  11.08 to   12.88   7,754,263   0.97%                    0.20%    to     0.75%    13.03%    to    13.65%  
2011       751,569   9.78 to   11.35   7,627,790   0.98%                    0.20%    to     0.75%    -0.81%    to    -0.26%  
2010       836,741   9.83 to   11.40   8,781,854   0.85%    to     1.18%    0.20%    to     0.75%     6.62%    to    16.54%  
2009       903,902   9.02 to   10.44   8,995,954   1.69%    to     3.58%    0.35%    to     0.75%    27.34%    to    27.85%  

Invesco V.I. Global Real Estate Fund - Series I                                                                              
-------------------------------------------------                                                                            
2013         8,344 $10.63 to  $17.27 $   116,994   4.19%                    0.20%    to     0.70%     2.00%    to     2.51%  
2012         7,245   8.99 to   16.84      97,299   0.60%                    0.20%    to     0.70%    27.22%    to    27.86%  
2011         6,702   7.03 to   13.17      70,034   4.37%                    0.20%    to     0.70%    -7.16%    to    -6.69%  
2010         6,284   7.54 to   14.12      66,935   5.25%    to     7.55%    0.20%    to     0.70%    16.69%    to    17.28%  
2009         3,939   6.42 to   12.04      30,815   0.00%                    0.20%    to     0.70%    30.61%    to    31.26%  

Invesco V.I. Government Securities Fund -                                                                                    
Series I                                                                                                                     
-------------------------------------------------                                                                            
2013         6,808 $10.46 to  $10.53 $    71,645   3.23%                    0.50%    to     0.75%    -3.35%    to    -3.11%  
2012         8,468  10.82 to   10.87      91,887   3.08%                    0.50%    to     0.75%     1.71%    to     1.96%  
2011         9,242  10.64 to   10.66      98,397   0.00%                    0.50%    to     0.75%     6.31%    to     6.49%  

Invesco V.I. High Yield Fund - Series I /(11)/                                                                               
-------------------------------------------------                                                                            
2013       216,019 $11.87 to  $12.04 $ 2,569,236   4.98%                    0.20%    to     0.75%     6.21%    to     6.79%  
2012       202,848  11.17 to   11.28   2,269,149   5.11%                    0.20%    to     0.75%    16.30%    to    16.94%  
2011       205,753   9.61 to    9.63   1,977,610   0.00%                    0.40%    to     0.75%    -4.12%    to    -3.89%  

Invesco V.I. International Growth Fund - Series                                                                              
I                                                                                                                            
-------------------------------------------------                                                                            
2013       672,600 $14.35 to  $19.41 $ 9,422,146   1.20%                    0.20%    to     1.45%    17.30%    to    18.78%  
2012       680,010   9.12 to   21.69   8,335,300   1.46%                    0.20%    to     1.45%    13.87%    to    15.54%  
2011       695,171   7.91 to   18.91   7,717,734   1.53%                    0.20%    to     1.45%    -8.08%    to    -6.93%  
2010       788,428   8.50 to   20.43   9,839,242   2.09%    to     2.81%    0.20%    to     1.45%    11.24%    to    15.49%  
2009       835,068   7.55 to   18.24  10,223,489   1.25%    to     2.48%    0.20%    to     1.45%    29.19%    to    34.97%  

Invesco Van Kampen V.I. American Franchise Fund                                                                              
- Series I                                                                                                                   
-------------------------------------------------                                                                            
2013           438 $15.21            $     6,664   0.42%                    0.50%                    39.44%                  
2012           626   6.29 to   10.91       5,234   0.00%                    0.50%    to     0.75%    12.88%    to    13.16%  
2011           804   5.58 to    9.64       5,393   0.00%                    0.50%    to     0.75%    -6.88%    to    -6.64%  
2010         4,758   5.99 to   10.32      39,952   0.00%                    0.50%    to     0.75%    18.95%    to    21.46%  
2009         6,868   5.03                 34,565   0.11%                    0.75%                    64.83%                  

Invesco Van Kampen V.I. Government Fund -                                                                                    
Series I                                                                                                                     
-------------------------------------------------                                                                            
2013             - $    -            $         -   0.00%                    0.00%                     0.00%                  
2012             -      -                      -   0.00%                    0.00%           0.00%     0.00%           0.00%  
2011             -      -                      -   8.95%                    0.50%    to     0.75%     0.84%    to     0.92%  
2010         5,974  15.32                 91,535   0.20%                    0.75%                     4.45%                  
2009         6,562  14.67                 96,261   7.10%                    0.75%                     0.22%                  

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           
NOTES TO FINANCIAL STATEMENTS - CONTINUED                                       

NOTE 7 - FINANCIAL HIGHLIGHTS - CONTINUED                                       

A summary of units outstanding, unit values, and net assets for the variable    
life policies and the investment income ratios, expense ratios (excluding       
expenses of the underlying Divisions) and total returns for each of the five    
years in the period ended December 31, 2013 are as follows:                     

                                                        [Enlarge/Download Table]

                           At December 31                           For the year ended December 31                             
                --------------------------------------  -----------------------------------------------------------------------
                                                        Investment Income                                                      
                           Unit Value                         Ratio              Expense Ratio             Total Return        
                 Units  Lowest to Highest Net Assets    Lowest to Highest /(1)/ Lowest to Highest /(2)/ Lowest to Highest /(3)/
------------------------------------------------------  -----------------------------------------------------------------------
                                                                                                                               

Invesco Van Kampen V.I. Growth and Income Fund -                                                                               
  Series I                                                                                                                     
------------------------------------------------------                                                                         
2013            608,704 $12.95 to  $14.95 $ 9,952,150    1.52%                  0.20%    to     0.95%    32.81%   to    33.81% 
2012            617,841   9.75 to   16.38   7,796,561    1.53%                  0.20%    to     0.95%    13.55%   to    14.64% 
2011            644,693   8.59 to   14.35   7,472,579    1.08%                  0.20%    to     0.95%    -2.93%   to    -2.20% 
2010            865,685   8.85 to   14.70  10,670,022    0.09%   to      0.10%  0.20%    to     1.45%     7.12%   to    12.41% 
2009            798,396   7.94 to   13.12   9,525,424    3.64%   to      4.53%  0.20%    to     1.45%    22.58%   to    24.12% 

Invesco Van Kampen V.I. High Yield Fund - Series I                                                                             
------------------------------------------------------                                                                         
2013                  - $    -            $         -    0.00%                  0.00%                     0.00%                
2012                  -      -                      -    0.00%                  0.00%           0.00%     0.00%          0.00% 
2011                  -      -                      -   23.28%                  0.20%    to     0.75%     5.02%   to     5.21% 
2010            129,870  12.09 to   17.35   1,967,003    8.74%   to     10.72%  0.20%    to     0.75%     0.91%   to    11.67% 
2009            129,292  10.84 to   15.59   1,744,053    1.27%   to     11.83%  0.40%    to     0.75%    41.02%   to    41.51% 

Janus Aspen Enterprise Portfolio - Service Shares                                                                              
------------------------------------------------------                                                                         
2013            309,731 $15.07 to  $26.99 $ 5,081,183    0.37%                  0.20%    to     0.75%    31.05%   to    31.77% 
2012            335,792   8.86 to   23.16   4,068,669    0.00%                  0.20%    to     0.75%    16.11%   to    16.99% 
2011            388,019   7.63 to   19.94   3,861,188    0.00%                  0.20%    to     0.75%    -2.39%   to    -1.85% 
2010            457,671   7.81 to   20.42   4,284,773    0.00%                  0.20%    to     0.75%    20.46%   to    25.27% 
2009            481,729   6.27 to   16.38   3,557,635    0.00%                  0.20%    to     0.75%    43.36%   to    44.16% 

Janus Aspen Forty Portfolio - Service Shares                                                                                   
------------------------------------------------------                                                                         
2013             29,991 $12.09 to  $12.67 $   416,706    0.56%                  0.20%    to     0.95%    29.65%   to    30.62% 
2012             29,377   9.33 to   16.36     309,675    0.62%                  0.20%    to     0.95%    22.68%   to    23.61% 
2011             28,303   7.60 to   13.23     240,224    0.26%                  0.20%    to     0.95%    -7.82%   to    -7.13% 
2010             26,335   8.25 to   14.25     241,882    0.13%   to      0.27%  0.20%    to     0.95%     5.47%   to     6.27% 
2009             25,001   7.82 to   13.41     212,011    0.01%   to      0.02%  0.20%    to     0.95%    44.63%   to    45.72% 

Janus Aspen Overseas Portfolio - Service Shares                                                                                
------------------------------------------------------                                                                         
2013            815,905 $ 9.38 to  $14.01 $10,039,056    3.00%                  0.20%    to     1.45%    12.64%   to    14.05% 
2012            842,700   7.70 to   24.09   9,503,268    0.60%                  0.20%    to     1.45%    11.55%   to    13.19% 
2011            877,463   6.81 to   21.43   9,363,997    0.38%                  0.20%    to     1.45%   -33.31%   to   -32.47% 
2010            848,160  10.09 to   31.90  16,047,581    0.48%   to      0.57%  0.20%    to     1.45%    14.63%   to    24.77% 
2009            887,195   8.09 to   25.69  14,436,901    0.33%   to      0.43%  0.20%    to     1.45%    76.49%   to    78.71% 

Janus Aspen Worldwide Portfolio - Service Shares                                                                               
------------------------------------------------------                                                                         
2013            263,926 $12.30 to  $14.50 $ 3,174,577    1.08%                  0.20%    to     0.75%    27.12%   to    27.82% 
2012            290,208   7.49 to   12.87   2,642,859    0.77%                  0.20%    to     0.75%    18.96%   to    19.62% 
2011            348,837   6.29 to   10.81   2,528,689    0.49%                  0.20%    to     0.75%   -14.63%   to   -14.16% 
2010            458,840   7.37 to   12.64   3,587,878    0.45%   to      0.50%  0.20%    to     0.75%     3.46%   to    21.93% 
2009            499,706   6.42 to   11.02   3,373,933    0.52%   to      1.26%  0.40%    to     0.75%    36.38%   to    36.86% 

JPMorgan Insurance Trust Core Bond Portfolio - Class                                                                           
  1                                                                                                                            
------------------------------------------------------                                                                         
2013              7,101 $12.53 to  $12.83 $    89,709    4.33%                  0.20%    to     0.70%    -2.16%   to    -1.67% 
2012              6,314  12.81 to   13.05      81,396    4.29%                  0.20%    to     0.70%     4.60%   to     5.12% 
2011              6,254  12.25 to   12.41      76,968    5.25%                  0.20%    to     0.70%     6.71%   to     7.24% 
2010              6,045  11.48 to   11.57      69,594    3.37%   to      4.07%  0.20%    to     0.70%     8.47%   to     9.02% 
2009              5,072  10.58 to   10.62      53,733    0.00%                  0.20%    to     0.70%     5.79%   to     6.16% 

JPMorgan Insurance Trust Government Bond Portfolio -                                                                           
  Class 1                                                                                                                      
------------------------------------------------------                                                                         
2009                  - $    -            $         -   15.11%   to    119.69%  0.20%    to     0.70%     0.30%   to     0.45% 

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           
NOTES TO FINANCIAL STATEMENTS - CONTINUED                                       

NOTE 7 - FINANCIAL HIGHLIGHTS - CONTINUED                                       

A summary of units outstanding, unit values, and net assets for the variable    
life policies and the investment income ratios, expense ratios (excluding       
expenses of the underlying Divisions) and total returns for each of the five    
years in the period ended December 31, 2013 are as follows:                     

                                                        [Enlarge/Download Table]

                            At December 31                          For the year ended December 31                               
                ----------------------------------------  -----------------------------------------------------------------------
                                                          Investment Income                                                      
                             Unit Value                        Ratio               Expense Ratio             Total Return        
                  Units   Lowest to Highest Net Assets    Lowest to Highest /(1)/ Lowest to Highest /(2)/ Lowest to Highest /(3)/
--------------------------------------------------------  -----------------------------------------------------------------------
                                                                                                                                 

JPMorgan Insurance Trust International Equity                                                                                    
  Portfolio - Class 1                                                                                                            
--------------------------------------------------------                                                                         
2013                5,109 $ 9.55 to  $10.00 $    63,788   1.84%                   0.20%    to     0.95%    14.36%   to    15.22% 
2012                5,001   8.35 to   15.37      54,352   2.15%                   0.20%    to     0.95%    19.91%   to    20.82% 
2011                4,991   6.96 to   12.72      45,198   1.83%                   0.20%    to     0.95%   -12.29%   to   -11.63% 
2010                7,000   7.94 to   14.39      71,187   0.22%    to     0.23%   0.20%    to     0.95%     6.15%   to     6.95% 
2009                6,633   7.48 to   13.46      62,337   4.76%    to     5.45%   0.20%    to     0.95%    33.64%   to    34.64% 

JPMorgan Insurance Trust Mid Cap Value Portfolio -                                                                               
  Class 1                                                                                                                        
--------------------------------------------------------                                                                         
2013               30,324 $25.25 to  $25.90 $   770,690   1.11%                   0.20%    to     0.75%    31.31%   to    32.04% 
2012               36,790  19.23 to   19.62     710,812   1.08%                   0.20%    to     0.75%    19.48%   to    20.14% 
2011               40,043  16.09 to   16.33     645,733   1.49%                   0.20%    to     0.75%     1.40%   to     1.96% 
2010              143,668  15.87 to   16.02   2,282,044   1.12%    to     1.16%   0.20%    to     0.75%     5.70%   to    22.96% 
2009              154,833  12.95 to   12.98   2,005,981   0.00%                   0.40%    to     0.75%    29.51%   to    29.83% 

JPMorgan Insurance Trust Small Cap Core Portfolio -                                                                              
  Class 1                                                                                                                        
--------------------------------------------------------                                                                         
2013              204,643 $17.09 to  $20.58 $ 3,563,217   0.56%                   0.20%    to     0.75%    41.23%   to    42.01% 
2012              218,178  11.44 to   18.72   2,763,083   0.21%                   0.20%    to     0.75%    18.83%   to    19.73% 
2011              222,041   9.56 to   15.76   2,444,450   0.13%                   0.20%    to     0.75%    -5.48%   to    -4.96% 
2010              225,131  10.10 to   16.67   2,673,870   0.00%                   0.20%    to     0.75%    -0.94%   to    26.62% 
2009              243,826   8.00 to   13.21   2,316,934   0.50%    to     1.32%   0.40%    to     0.75%    21.66%   to    22.09% 

JPMorgan Mid Cap Value Portfolio                                                                                                 
--------------------------------------------------------                                                                         
2009                    - $    -            $         -   3.89%    to     4.74%   0.40%    to     0.75%    -2.92%   to    -2.81% 

MFS VIT Core Equity Series - Initial Class                                                                                       
--------------------------------------------------------                                                                         
2013              258,761 $15.15 to  $18.17 $ 3,894,856   1.00%                   0.20%    to     0.75%    33.60%   to    34.33% 
2012              284,309   8.78 to   14.99   3,169,925   0.79%                   0.20%    to     0.75%    15.36%   to    16.00% 
2011              329,447   7.61 to   12.99   3,025,430   0.97%                   0.20%    to     0.75%    -1.76%   to    -1.22% 
2010              404,270   7.75 to   13.21   3,463,700   0.95%    to     1.09%   0.20%    to     0.75%     1.93%   to    20.08% 
2009              437,268   6.66 to   11.35   3,187,117   1.37%    to     1.93%   0.40%    to     0.75%    31.44%   to    31.90% 

MFS VIT Growth Series - Initial Class                                                                                            
--------------------------------------------------------                                                                         
2013              702,868 $15.96 to  $21.26 $11,066,832   0.23%                   0.20%    to     0.75%    35.83%   to    36.58% 
2012              751,222   7.95 to   18.27   8,544,313   0.00%                   0.20%    to     0.75%    16.51%   to    17.15% 
2011              869,874   6.80 to   15.67   8,216,438   0.20%                   0.20%    to     0.75%    -1.07%   to    -0.52% 
2010            1,121,296   6.85 to   15.84  10,215,781   0.07%    to     0.12%   0.20%    to     0.75%     7.21%   to    22.06% 
2009            1,173,605   5.96 to   13.83   9,964,173   0.26%    to     0.36%   0.40%    to     0.75%    36.65%   to    37.13% 

MFS VIT New Discovery Series - Initial Class                                                                                     
--------------------------------------------------------                                                                         
2013              286,857 $19.10 to  $20.17 $ 6,071,770   0.00%                   0.20%    to     1.45%    39.48%   to    41.24% 
2012              303,535  13.22 to   23.29   4,558,624   0.00%                   0.20%    to     1.45%    19.48%   to    21.23% 
2011              329,080  10.99 to   19.25   4,069,214   0.00%                   0.20%    to     1.45%   -11.56%   to   -10.45% 
2010              405,880  12.34 to   21.50   5,517,500   0.00%                   0.20%    to     1.45%    13.05%   to    36.06% 
2009              405,118   9.12 to   15.80   4,052,402   0.00%                   0.20%    to     1.45%    60.83%   to    62.86% 

MFS VIT Research Series - Initial Class                                                                                          
--------------------------------------------------------                                                                         
2013              170,517 $15.29 to  $20.69 $ 2,692,142   0.33%                   0.20%    to     0.75%    31.30%   to    32.02% 
2012              168,723  10.74 to   17.07   2,043,000   0.80%                   0.20%    to     0.75%    16.39%   to    17.28% 
2011              183,039   9.23 to   14.58   1,878,628   0.49%                   0.20%    to     0.75%    -1.19%   to    -0.65% 
2010              512,364   9.33 to   14.75   4,967,719   0.47%    to     1.10%   0.20%    to     0.75%     5.72%   to    15.66% 
2009              431,935   8.10 to   12.82   3,654,802   0.95%    to     3.41%   0.20%    to     0.75%    24.56%   to    30.28% 

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           
NOTES TO FINANCIAL STATEMENTS - CONTINUED                                       

NOTE 7 - FINANCIAL HIGHLIGHTS - CONTINUED                                       

A summary of units outstanding, unit values, and net assets for the variable    
life policies and the investment income ratios, expense ratios (excluding       
expenses of the underlying Divisions) and total returns for each of the five    
years in the period ended December 31, 2013 are as follows:                     

                                                        [Enlarge/Download Table]

                          At December 31                        For the year ended December 31                                   
                -------------------------------------  --------------------------------------------------------------------------
                                                       Investment Income                                                         
                           Unit Value                       Ratio               Expense Ratio               Total Return         
                 Units  Lowest to Highest Net Assets   Lowest to Highest /(1)/  Lowest to Highest /(2)/  Lowest to Highest /(3)/ 
-----------------------------------------------------  --------------------------------------------------------------------------
                                                                                                                                 

MFS VIT Total Return Series - Initial Class                                                                                      
-----------------------------------------------------                                                                            
2013             39,847 $ 9.51 to  $13.58 $  484,088    1.78%                   0.50%    to     0.75%     18.16%   to     18.45% 
2012             47,066   8.05 to   11.47    446,828    2.86%                   0.50%    to     0.75%     10.42%   to     10.70% 
2011             60,064   7.29 to   10.36    474,549    2.60%                   0.50%    to     0.75%      1.01%   to      1.27% 
2010             72,396   7.21               522,194    2.61%                   0.75%                      9.11%                 
2009             80,158   6.61               529,914    3.62%                   0.75%                     17.15%                 

Neuberger Berman AMT Mid-Cap Growth Portfolio -                                                                                  
  Class I                                                                                                                        
-----------------------------------------------------                                                                            
2013            350,350 $13.77 to  $15.35 $5,795,972    0.00%                   0.20%    to     0.75%     31.62%   to     32.35% 
2012            366,791  10.21 to   19.25  4,618,123    0.00%                   0.20%    to     1.45%     10.79%   to     12.42% 
2011            380,475   9.10 to   17.24  4,242,671    0.00%                   0.20%    to     1.45%     -0.97%   to      0.27% 
2010            478,023   9.07 to   17.28  5,138,797    0.00%                   0.20%    to     1.45%     11.60%   to     28.84% 
2009            560,994   7.04 to   13.48  4,592,034    0.00%                   0.20%    to     1.45%     29.70%   to     31.34% 

Neuberger Berman AMT Large Cap Value Portfolio -                                                                                 
  Class I                                                                                                                        
-----------------------------------------------------                                                                            
2013              3,059 $11.30 to  $17.88 $   35,254    1.21%                   0.50%    to     0.75%     30.16%   to     30.48% 
2012              3,123   8.66 to   13.74     28,183    0.42%                   0.50%    to     0.75%     15.73%   to     16.02% 
2011              3,480   7.46 to   11.87     26,986    0.00%                   0.50%    to     0.75%    -12.02%   to    -11.80% 
2010              5,652  13.49                76,272    0.67%                   0.75%                     14.80%                 
2009              5,675  11.75                66,698    2.90%                   0.75%                     54.91%                 

Neuberger Berman AMT Socially Responsive Portfolio                                                                               
  - Class I                                                                                                                      
-----------------------------------------------------                                                                            
2013              5,148 $14.16 to  $14.46 $   74,333    0.73%                   0.20%    to     0.70%     36.64%   to     37.33% 
2012              4,558  10.21 to   16.11     48,236    0.24%                   0.20%    to     0.70%     10.20%   to     10.76% 
2011              3,830   9.26 to   14.54     36,936    0.37%                   0.20%    to     0.70%     -3.76%   to     -3.27% 
2010              3,077   9.62 to   15.03     31,028    0.04%    to     0.04%   0.20%    to     0.70%     22.00%   to     22.61% 
2009              2,184   7.85 to   12.26     18,190    0.21%    to     3.76%   0.20%    to     0.70%     30.51%   to     36.31% 

Oppenheimer Balanced Fund/VA - Non-Service Shares                                                                                
-----------------------------------------------------                                                                            
2013            134,405 $ 9.54 to  $14.48 $1,540,831    2.35%                   0.20%    to     0.75%     12.32%   to     12.94% 
2012            130,271   8.45 to   12.96  1,389,796    1.30%                   0.20%    to     1.45%     10.72%   to     12.35% 
2011            127,186   7.53 to   11.61  1,240,903    2.27%                   0.20%    to     1.45%     -0.73%   to      0.52% 
2010            151,485   7.49 to   11.88  1,488,557    1.16%    to     1.41%   0.20%    to     1.45%      0.00%   to     12.69% 
2009            151,706   6.65 to   10.56  1,367,234    0.00%                   0.20%    to     1.45%     20.14%   to     33.54% 

Oppenheimer Global Securities Fund/VA - Non-Service                                                                              
  Shares                                                                                                                         
-----------------------------------------------------                                                                            
2013            387,168 $12.83 to  $14.63 $6,979,241    1.39%                   0.20%    to     1.45%     25.47%   to     27.05% 
2012            369,438  10.10 to   25.26  5,596,885    2.17%                   0.20%    to     1.45%     19.52%   to     21.27% 
2011            336,286   8.35 to   20.92  4,894,747    1.36%                   0.20%    to     1.45%     -9.61%   to     -8.47% 
2010            343,743   9.12 to   22.90  5,790,382    0.86%    to     1.70%   0.20%    to     1.45%      6.77%   to     20.69% 
2009            333,736   7.88 to   19.83  5,185,789    0.00%    to     2.51%   0.20%    to     1.45%     -0.02%   to     39.49% 

Oppenheimer High Income Fund/VA - Non-Service                                                                                    
  Shares/(4)/                                                                                                                    
-----------------------------------------------------                                                                            
2013                  - $    - to  $    - $        -    0.00%                   0.00%           0.00%      0.00%           0.00% 
2012                  -      -                     -   23.56%                   0.00%           0.00%      0.00%           0.00% 
2011             15,334   2.93 to    3.98     59,238    5.70%                   0.50%    to     0.75%     -3.07%   to     -2.82% 
2010             40,017   3.01 to    4.11    137,602    1.30%                   0.50%    to     0.75%      1.41%   to     13.96% 
2009              4,509   3.60                16,248    0.00%                   0.75%                     24.38%                 

Oppenheimer Global Strategic Income Fund/VA                                                                                      
  (Non-Service)/(4)/                                                                                                             
-----------------------------------------------------                                                                            
2013                502 $10.08 to  $10.11 $    5,071   87.83%                   0.50%    to     0.75%     -0.88%   to     -0.63% 
2012              4,341 $10.17 to  $10.17 $   44,134    0.00%                   0.50%    to     0.75%      1.66%   to      1.70% 

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           
NOTES TO FINANCIAL STATEMENTS - CONTINUED                                       

NOTE 7 - FINANCIAL HIGHLIGHTS - CONTINUED                                       

A summary of units outstanding, unit values, and net assets for the variable    
life policies and the investment income ratios, expense ratios (excluding       
expenses of the underlying Divisions) and total returns for each of the five    
years in the period ended December 31, 2013 are as follows:                     

                                                        [Enlarge/Download Table]

                         At December 31                          For the year ended December 31                                  
             ----------------------------------------  --------------------------------------------------------------------------
                                                       Investment Income                                                         
                          Unit Value                        Ratio               Expense Ratio               Total Return         
               Units   Lowest to Highest Net Assets    Lowest to Highest /(1)/  Lowest to Highest /(2)/  Lowest to Highest /(3)/ 
-----------------------------------------------------  --------------------------------------------------------------------------
                                                                                                                                 

PIMCO VIT CommodityRealReturn Strategy Portfolio -                                                                               
  Administrative Class                                                                                                           
-----------------------------------------------------                                                                            
2013           153,258 $ 8.49 to  $ 9.26 $ 1,261,795    1.75%                   0.20%    to     1.45%    -15.93%   to    -14.87% 
2012           152,437   7.71 to   13.88   1,542,031    2.78%                   0.20%    to     1.45%      3.87%   to      5.40% 
2011           160,205   7.35 to   13.20   1,638,541   16.05%                   0.20%    to     1.45%     -8.89%   to     -7.74% 
2010           312,206   7.99 to   14.30   3,537,592    1.35%    to    17.19%   0.20%    to     1.45%      1.96%   to     24.27% 
2009           285,156   6.74 to   11.51   2,622,169    4.58%    to     7.59%   0.20%    to     1.45%     39.49%   to     41.25% 

PIMCO VIT Global Bond Portfolio (Unhedged) -                                                                                     
  Administrative Class                                                                                                           
-----------------------------------------------------                                                                            
2013             4,338 $12.63 to  $14.42 $    58,532    1.05%                   0.20%    to     0.70%     -9.12%   to     -8.66% 
2012             3,695  13.89 to   15.79      54,581    1.68%                   0.20%    to     0.70%      6.19%   to      6.73% 
2011             3,551  13.08 to   14.79      49,556    2.57%                   0.20%    to     0.70%      6.81%   to      7.35% 
2010             6,055  12.25 to   13.78      78,977    2.29%    to     2.75%   0.20%    to     0.70%     10.86%   to     11.42% 
2009             7,120  11.05 to   12.37      83,767    2.76%    to     3.25%   0.20%    to     0.70%     16.02%   to     16.60% 

PIMCO VIT Real Return Portfolio - Administrative                                                                                 
  Class                                                                                                                          
-----------------------------------------------------                                                                            
2013           889,857 $13.82 to  $19.53 $12,132,852    1.65%                   0.20%    to     0.75%     -9.90%   to     -9.40% 
2012           892,900  13.57 to   24.63  14,799,219    1.09%                   0.20%    to     0.75%      7.94%   to      8.76% 
2011           849,220  12.54 to   22.74  14,253,301    2.12%                   0.20%    to     0.75%     10.83%   to     11.44% 
2010           872,324  11.29 to   20.45  14,239,385    1.31%    to     1.50%   0.20%    to     0.75%     -3.62%   to      7.89% 
2009           856,973  10.50 to   18.99  13,766,246    2.01%    to     3.91%   0.20%    to     0.75%      9.31%   to     18.12% 

PIMCO VIT Short-Term Portfolio - Administrative                                                                                  
  Class                                                                                                                          
-----------------------------------------------------                                                                            
2013           408,791 $11.05 to  $11.20 $ 4,804,840    0.71%                   0.20%    to     1.45%     -0.88%   to      0.36% 
2012           555,092  10.86 to   13.83   6,644,323    0.73%                   0.20%    to     1.45%      1.29%   to      2.78% 
2011           818,523  10.66 to   13.51   9,813,692    1.42%                   0.20%    to     1.45%     -0.93%   to      0.31% 
2010           420,228  10.71 to   13.49   5,215,445    0.80%    to     1.09%   0.20%    to     1.45%      0.43%   to      1.90% 
2009           410,954  10.55 to   13.27   5,040,544    1.40%    to     2.42%   0.20%    to     1.45%      3.06%   to      7.58% 

PIMCO VIT Total Return Portfolio - Administrative                                                                                
  Class                                                                                                                          
-----------------------------------------------------                                                                            
2013         1,071,774 $14.23 to  $14.47 $16,119,465    2.18%                   0.20%    to     1.45%     -3.37%   to     -2.16% 
2012         1,116,915  13.88 to   21.72  17,972,323    2.63%                   0.20%    to     1.45%      8.01%   to      9.60% 
2011         1,056,839  12.73 to   19.90  16,584,031    2.72%                   0.20%    to     1.45%      2.12%   to      3.40% 
2010         1,790,622  12.34 to   19.28  29,656,123    2.16%    to     2.93%   0.20%    to     1.45%     -0.61%   to      7.89% 
2009         1,787,013  11.48 to   17.91  28,884,083    4.14%    to     6.04%   0.20%    to     1.45%      7.04%   to     13.81% 

Pioneer Fund VCT Portfolio - Class I                                                                                             
-----------------------------------------------------                                                                            
2013           123,944 $13.68 to  $16.67 $ 1,671,452    1.28%                   0.20%    to     0.75%     32.29%   to     33.02% 
2012           148,553  10.14 to   12.65   1,516,410    1.60%                   0.20%    to     0.75%      9.42%   to     10.02% 
2011           158,191   9.25 to   11.81   1,500,448    1.57%                   0.20%    to     0.75%     -5.02%   to     -4.49% 
2010           204,262   9.71 to   12.39   2,095,967    1.24%    to     1.37%   0.20%    to     0.75%      7.76%   to     23.83% 
2009           221,615   8.41 to   10.72   2,085,325    1.69%    to     1.74%   0.40%    to     0.75%     24.26%   to     24.70% 

Pioneer Growth Opportunities VCT Portfolio - Class I                                                                             
-----------------------------------------------------                                                                            
2013           174,488 $17.39 to  $17.67 $ 3,037,831    0.00%                   0.20%    to     0.75%     41.39%   to     42.17% 
2012           193,725  12.26 to   12.70   2,379,278    0.00%                   0.20%    to     0.75%      6.22%   to      6.81% 
2011           214,885  11.51 to   11.91   2,482,486    0.00%                   0.20%    to     0.75%     -2.99%   to     -2.45% 
2010           256,803  11.84 to   12.23   3,055,534    0.00%                   0.20%    to     0.75%      3.85%   to     19.80% 
2009           293,202   9.90 to   10.21   2,927,073    0.00%                   0.35%    to     0.75%     43.48%   to     44.06% 

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           
NOTES TO FINANCIAL STATEMENTS - CONTINUED                                       

NOTE 7 - FINANCIAL HIGHLIGHTS - CONTINUED                                       

A summary of units outstanding, unit values, and net assets for the variable    
life policies and the investment income ratios, expense ratios (excluding       
expenses of the underlying Divisions) and total returns for each of the five    
years in the period ended December 31, 2013 are as follows:                     

                                                        [Enlarge/Download Table]

                         At December 31                          For the year ended December 31                                  
             ----------------------------------------  --------------------------------------------------------------------------
                                                       Investment Income                                                         
                          Unit Value                        Ratio               Expense Ratio               Total Return         
               Units   Lowest to Highest Net Assets    Lowest to Highest /(1)/  Lowest to Highest /(2)/  Lowest to Highest /(3)/ 
-----------------------------------------------------  --------------------------------------------------------------------------
                                                                                                                                 

Pioneer Mid Cap Value VCT Portfolio -                                                                                            
  Class I                                                                                                                        
-----------------------------------------------------                                                                            
2013            79,039 $12.79 to  $14.14 $ 1,145,657    0.93%                   0.20%    to     1.45%     31.19%   to     32.84% 
2012            79,635   9.63 to   15.49     873,297    1.06%                   0.20%    to     1.45%      9.51%   to     11.12% 
2011            81,710   8.68 to   13.97     820,496    0.74%                   0.20%    to     1.45%     -6.99%   to     -5.82% 
2010            62,230   9.22 to   14.83     668,976    0.00%    to     1.22%   0.20%    to     1.45%     16.52%   to     17.98% 
2009            55,538   7.81 to   12.57     510,873    1.33%    to     2.45%   0.20%    to     1.45%     21.17%   to     25.33% 

Putnam VT Diversified Income Fund -                                                                                              
  Class IB                                                                                                                       
-----------------------------------------------------                                                                            
2013           388,960 $16.35 to  $17.00 $ 6,887,646    3.16%                   0.20%    to     0.95%      6.79%   to      7.60% 
2012           402,710  12.92 to   20.32   6,829,890    5.59%                   0.20%    to     0.95%     10.47%   to     11.53% 
2011           391,271  11.63 to   18.28   6,267,641   10.17%                   0.20%    to     0.95%     -4.08%   to     -3.36% 
2010           417,012  12.03 to   18.95   7,141,922   12.99%    to    14.88%   0.20%    to     0.95%      0.11%   to     12.45% 
2009           413,215  10.70 to   16.88   6,423,888    5.56%    to     7.84%   0.20%    to     0.95%     49.63%   to     55.04% 

Putnam VT Growth and Income Fund -                                                                                               
  Class IB                                                                                                                       
-----------------------------------------------------                                                                            
2013           791,936 $15.15 to  $17.37 $12,432,215    1.66%                   0.20%    to     0.75%     34.66%   to     35.41% 
2012           829,395  11.04 to   13.20   9,733,019    1.73%                   0.20%    to     0.75%     18.24%   to     18.90% 
2011           889,651   9.31 to   11.16   8,894,899    1.26%                   0.20%    to     0.75%     -5.35%   to     -4.83% 
2010           964,291   9.81 to   11.79  10,330,182    1.41%    to     1.60%   0.20%    to     0.75%      7.89%   to     15.50% 
2009         1,056,043   8.62 to   10.38  10,046,450    2.50%    to     5.27%   0.35%    to     0.75%     28.84%   to     29.36% 

Putnam VT International Value Fund -                                                                                             
  Class IB                                                                                                                       
-----------------------------------------------------                                                                            
2013           467,037 $ 9.56 to  $10.77 $ 5,206,801    2.51%                   0.20%    to     1.45%     20.45%   to     21.97% 
2012           478,649   7.73 to   16.30   4,530,628    2.94%                   0.20%    to     1.45%     19.95%   to     21.71% 
2011           484,622   6.39 to   13.50   4,000,551    2.75%                   0.20%    to     1.45%    -15.02%   to    -13.95% 
2010           531,784   7.44 to   15.77   5,438,879    0.00%    to     3.56%   0.20%    to     1.45%      4.01%   to     13.16% 
2009           542,113   6.98 to   14.83   5,575,454    0.00%                   0.40%    to     1.45%     24.37%   to     25.69% 

Putnam VT Multi-Cap Growth Fund -                                                                                                
  Class IB                                                                                                                       
-----------------------------------------------------                                                                            
2013             2,925 $16.72 to  $16.86 $    49,309    0.44%                   0.50%    to     0.75%     35.42%   to     35.76% 
2012             2,557  12.35 to   12.42      31,738    0.25%                   0.50%    to     0.75%     15.89%   to     16.18% 
2011             2,873  10.65 to   10.69      30,636    0.38%                   0.50%    to     0.75%     -5.79%   to     -5.56% 
2010            15,955  11.31 to   11.32     180,442    0.00%                   0.50%    to     0.75%     13.09%   to     13.16% 

Putnam VT Small Cap Value Fund -                                                                                                 
  Class IB                                                                                                                       
-----------------------------------------------------                                                                            
2013            17,021 $14.15 to  $31.86 $   276,055    0.79%                   0.20%    to     0.75%     38.56%   to     39.33% 
2012            15,566  10.16 to   22.99     186,076    0.45%                   0.20%    to     0.75%     16.61%   to     17.25% 
2011            13,404   8.66 to   19.72     166,983    0.63%                   0.20%    to     0.75%     -5.44%   to     -4.92% 
2010            18,306   9.11 to   20.85     308,956    0.19%    to     0.29%   0.20%    to     0.75%     25.04%   to     25.73% 
2009            16,827   7.25 to   16.68     247,341    0.43%    to     1.64%   0.20%    to     0.75%     30.55%   to     87.01% 

Putnam VT Vista Fund - Class IB                                                                                                  
-----------------------------------------------------                                                                            
2010                 - $    -            $         -    0.03%                   0.50%    to     0.75%      9.56%   to     15.00% 
2009            27,449   4.97                136,447    0.00%                   0.75%                     37.71%                 

Putnam VT Voyager Fund - Class IB                                                                                                
-----------------------------------------------------                                                                            
2013            13,049 $10.64 to  $17.24 $   207,795    0.63%                   0.50%    to     0.75%     42.65%   to     43.01% 
2012            12,707   7.46 to   12.05     114,313    0.40%                   0.50%    to     0.75%     13.37%   to     13.66% 
2011            20,042   6.58 to   10.60     143,379    0.00%                   0.50%    to     0.75%    -18.46%   to    -18.26% 
2010            43,333   8.07 to   12.97     354,200    1.21%                   0.50%    to     0.75%     19.90%   to     20.85% 
2009            46,222   6.73                310,949    0.84%                   0.75%                     62.67%                 

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           
NOTES TO FINANCIAL STATEMENTS - CONTINUED                                       

NOTE 7 - FINANCIAL HIGHLIGHTS - CONTINUED                                       

A summary of units outstanding, unit values, and net assets for the variable    
life policies and the investment income ratios, expense ratios (excluding       
expenses of the underlying Divisions) and total returns for each of the five    
years in the period ended December 31, 2013 are as follows:                     

                                                        [Enlarge/Download Table]

                     At December 31                           For the year ended December 31                           
         ---------------------------------------   ------------------------------------------------------------------- 
                                                   Investment Income                                                   
                      Unit Value                        Ratio              Expense Ratio            Total Return       
           Units   Lowest to Highest Net Assets    Lowest to Highest/(1)/ Lowest to Highest/(2)/ Lowest to Highest/(3)/
-------------------------------------------------  --------------------------------------------------------------------
                                                                                                                       

SunAmerica Aggressive Growth Portfolio - Class 1                                                                       
-------------------------------------------------                                                                      
2013       107,822 $11.77 to  $17.41 $ 1,538,347   0.00%                  0.20%    to    0.75%    41.87%  to    42.65% 
2012       101,251   8.25 to   17.46   1,081,476   0.00%                  0.20%    to    0.75%    15.35%  to    16.23% 
2011       122,598   7.11 to   15.06   1,139,542   0.00%                  0.20%    to    0.75%    -2.71%  to    -2.17% 
2010        90,650   7.27 to   15.39     907,479   0.00%                  0.20%    to    0.75%    20.26%  to    20.92% 
2009        89,679   6.01 to   12.73     756,851   0.00%   to     0.23%   0.20%    to    0.75%    39.43%  to    46.40% 

SunAmerica Balanced Portfolio - Class 1                                                                                
-------------------------------------------------                                                                      
2013       152,839 $16.95 to  $18.85 $ 2,306,189   1.61%                  0.20%    to    0.75%    18.58%  to    19.24% 
2012       127,008  11.47 to   15.81   1,698,860   1.39%                  0.20%    to    0.75%    12.28%  to    13.14% 
2011       125,848  10.16 to   14.01   1,584,195   1.78%                  0.20%    to    0.75%     1.51%  to     2.07% 
2010       119,980   9.95 to   13.72   1,495,385   0.00%   to     2.03%   0.20%    to    0.75%    11.00%  to    11.61% 
2009       121,451   8.92 to   12.29   1,363,563   2.10%   to     5.89%   0.20%    to    0.75%     9.58%  to    28.69% 

UIF Growth Portfolio - Class I Shares                                                                                  
-------------------------------------------------                                                                      
2013       183,354 $17.46 to  $22.63 $ 3,189,301   0.43%                  0.20%    to    0.75%    46.97%  to    47.78% 
2012       214,963  10.74 to   17.51   2,534,261   0.00%                  0.20%    to    0.75%    13.52%  to    14.15% 
2011       232,463   9.43 to   15.42   2,388,116   0.12%                  0.20%    to    0.75%    -3.52%  to    -2.99% 
2010       271,486   9.74 to   15.97   2,917,842   0.10%   to     0.12%   0.20%    to    0.75%     4.68%  to    25.31% 
2009       272,514   7.96 to   13.09   2,671,894   0.00%                  0.40%    to    0.75%    64.32%  to    64.89% 

VALIC Company I International Equities Fund                                                                            
-------------------------------------------------                                                                      
2013       238,168 $ 9.89 to  $17.48 $ 2,621,512   0.00%                  0.20%    to    0.75%    18.10%  to    18.76% 
2012       246,412   7.54 to   14.80   2,344,533   2.78%                  0.20%    to    0.75%    16.15%  to    17.03% 
2011       237,562   6.45 to   12.74   2,085,235   2.46%                  0.20%    to    0.75%   -13.75%  to   -13.27% 
2010       304,791   7.44 to   14.77   3,278,698   2.26%   to     2.81%   0.20%    to    0.75%    -0.76%  to    24.08% 
2009       305,100   6.87 to   13.72   3,162,419   2.44%   to     4.79%   0.20%    to    0.75%    28.63%  to    79.50% 

VALIC Company I Mid Cap Index Fund                                                                                     
-------------------------------------------------                                                                      
2013       887,398 $16.93 to  $25.70 $15,589,772   0.00%                  0.20%    to    1.45%    31.20%  to    32.84% 
2012       926,155  12.03 to   30.28  12,752,712   1.01%                  0.20%    to    1.45%    15.83%  to    17.53% 
2011       971,265  10.25 to   25.96  12,207,470   0.89%                  0.20%    to    1.45%    -3.41%  to    -2.20% 
2010     1,000,792  10.48 to   26.69  14,390,505   0.95%   to     1.73%   0.20%    to    1.45%    12.66%  to    26.00% 
2009       955,705   8.32 to   21.30  12,518,441   0.75%   to     2.09%   0.20%    to    1.45%    36.29%  to    41.78% 

VALIC Company I Money Market I Fund                                                                                    
-------------------------------------------------                                                                      
2013     1,273,784 $ 9.98 to  $10.20 $13,099,199   0.01%                  0.20%    to    1.45%    -1.43%  to    -0.19% 
2012     1,335,241   9.83 to   12.60  13,944,313   0.01%                  0.20%    to    1.45%    -1.43%  to     0.02% 
2011     1,626,173   9.93 to   12.69  17,189,014   0.01%                  0.20%    to    1.45%    -1.43%  to    -0.19% 
2010     1,515,388  10.00 to   12.79  16,776,609   0.01%   to     0.01%   0.20%    to    1.45%    -1.42%  to    -0.10% 
2009     2,131,237  10.04 to   12.88  24,241,824   0.15%   to     0.49%   0.20%    to    1.45%    -1.14%  to     0.10% 

VALIC Company I Nasdaq-100 Index Fund                                                                                  
-------------------------------------------------                                                                      
2013       295,262 $10.29 to  $18.29 $ 5,132,899   0.00%                  0.20%    to    0.75%    35.21%  to    35.96% 
2012       327,323   7.51 to   21.52   3,855,505   0.48%                  0.20%    to    0.75%    17.06%  to    17.95% 
2011       405,865   6.41 to   18.38   3,611,343   0.36%                  0.20%    to    0.75%     2.20%  to     2.76% 
2010       502,301   6.27 to   17.97   3,995,460   0.22%   to     0.48%   0.20%    to    0.75%     9.40%  to    19.48% 
2009       545,407   5.27 to   15.12   3,358,810   0.00%   to    51.57%   0.20%    to    0.75%    54.27%  to    55.19% 

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           
NOTES TO FINANCIAL STATEMENTS - CONTINUED                                       

NOTE 7 - FINANCIAL HIGHLIGHTS - CONTINUED                                       

A summary of units outstanding, unit values, and net assets for the variable    
life policies and the investment income ratios, expense ratios (excluding       
expenses of the underlying Divisions) and total returns for each of the five    
years in the period ended December 31, 2013 are as follows:                     

                                                        [Enlarge/Download Table]

                  At December 31                        For the year ended December 31                                    
      --------------------------------------    ----------------------------------------------------------------------    
                                                Investment Income                                                         
                   Unit Value                       Ratio                Expense Ratio              Total Return          
        Units   Lowest to Highest Net Assets    Lowest to Highest /(1)/  Lowest to Highest /(2)/  Lowest to Highest /(3)/ 
----------------------------------------------  --------------------------------------------------------------------------
                                                                                                                          

VALIC Company I Science & Technology Fund                                                                                 
----------------------------------------------                                                                            
2013    122,558 $ 7.79 to  $16.92 $ 1,829,945   0.00%                    0.20%    to     0.75%    41.42%    to    42.20%  
2012    130,357   5.49 to   18.64   1,294,304   0.00%                    0.20%    to     0.75%    11.30%    to    12.15%  
2011    153,668   4.93 to   16.65   1,189,330   0.00%                    0.20%    to     0.75%    -6.69%    to    -6.18%  
2010    207,258   5.28 to   17.75   1,340,855   0.00%    to     0.00%    0.20%    to     0.75%     7.64%    to    21.85%  
2009    238,882   4.35 to   14.57   1,253,524   0.05%    to     0.17%    0.20%    to     0.75%    32.20%    to    65.18%  

VALIC Company I Small Cap Index Fund                                                                                      
----------------------------------------------                                                                            
2013    402,209 $15.11 to  $27.40 $ 7,347,965   0.00%                    0.20%    to     0.75%    37.60%    to    38.36%  
2012    406,952  10.92 to   19.92   5,593,379   1.21%                    0.20%    to     0.75%    15.19%    to    16.07%  
2011    478,080   9.43 to   17.29   6,058,863   0.99%                    0.20%    to     0.75%    -5.02%    to    -4.50%  
2010    469,845   9.87 to   18.20   6,663,196   0.73%    to     1.54%    0.20%    to     0.75%    14.50%    to    31.36%  
2009    461,849   7.82 to   14.49   5,304,975   0.80%    to     2.86%    0.20%    to     0.75%    27.26%    to    54.47%  

VALIC Company I Stock Index Fund                                                                                          
----------------------------------------------                                                                            
2013  1,404,065 $13.32 to  $19.13 $21,199,509   0.00%                    0.20%    to     0.75%    30.93%    to    31.65%  
2012  1,538,212  10.12 to   17.06  17,797,241   1.75%                    0.20%    to     0.75%    14.71%    to    15.59%  
2011  1,685,382   8.77 to   14.85  16,944,543   1.50%                    0.20%    to     0.75%     1.06%    to     1.62%  
2010  2,208,072   8.63 to   14.68  21,981,985   1.50%    to     3.03%    0.20%    to     0.75%     8.34%    to    17.05%  
2009  2,347,416   7.54 to   12.88  21,013,312   1.63%    to     3.97%    0.20%    to     0.75%    19.41%    to    27.78%  

Vanguard VIF High Yield Bond Portfolio                                                                                    
----------------------------------------------                                                                            
2013    433,735 $15.06 to  $15.07 $ 7,457,681   5.28%                    0.20%    to     1.45%     2.84%    to     4.14%  
2012    445,329  14.33 to   21.12   7,537,292   5.50%                    0.20%    to     1.45%    12.65%    to    14.30%  
2011    431,505  12.60 to   18.55   6,717,411   7.40%                    0.20%    to     1.45%     5.40%    to     6.72%  
2010    445,504  11.84 to   17.42   6,851,684   5.70%    to     7.24%    0.20%    to     1.45%     4.25%    to    11.88%  
2009    451,621  10.61 to   15.60   6,350,984   0.00%    to     8.20%    0.20%    to     1.45%    20.41%    to    38.57%  

Vanguard VIF REIT Index Portfolio                                                                                         
----------------------------------------------                                                                            
2013    761,290 $11.82 to  $12.34 $11,900,404   2.15%                    0.20%    to     1.45%     0.86%    to     2.13%  
2012    743,005  11.13 to   35.59  12,444,603   2.02%                    0.20%    to     1.45%    15.77%    to    17.47%  
2011    674,328   9.57 to   30.42  11,391,819   1.67%                    0.20%    to     1.45%     6.88%    to     8.22%  
2010    737,406   8.91 to   28.17  13,246,969   2.22%    to     3.35%    0.20%    to     1.45%     4.13%    to    27.99%  
2009    708,984   7.01 to   22.05  11,297,243   2.97%    to     5.13%    0.20%    to     1.45%    27.28%    to    79.82%  

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           
NOTES TO FINANCIAL STATEMENTS - CONTINUED                                       

NOTE 7 - FINANCIAL HIGHLIGHTS - CONTINUED                                       

/(1)/These amounts represent the dividends, excluding capital gain              
distributions from mutual funds, received by the Division from the    
underlying mutual fund, net of management fees assessed by the fund   
manager, divided by the average net assets. These ratios exclude those
expenses, such as mortality and expense risk charges, that result in  
  direct reduction in the unit value. The recognition of investment income
   by the Division is affected by the timing of the declaration of dividends
by the underlying fund in which the Divisions invest. In 2011 these   
    amounts represent the aggregate ratio of each underlying fund, rather than
a range as presented in prior years.                                  

/(2)/These amounts represent the annualized policy expenses of the Separate     
  Account, consisting primarily of mortality and expense risk charges, for
   each year indicated. These ratios include only those expenses that result
in a direct reduction to unit values. Charges made directly to policy 
owner accounts through the redemption of units and expenses of the    
underlying fund have been excluded.                                   

/(3)/These amounts represent the total return for the years indicated,          
including changes in the value of the underlying Division, and reflect
 deductions for those expenses that result in a direct reduction to unit
    values. The total return does not include policy charges deducted directly
 from account values. For the years ended December 31, 2013, 2012, 2011,
    2010, and 2009, a total return was calculated using the initial unit value
for the Division if the Division became an available investment option
    during the year and the underlying Fund was not available at the beginning
of the year.                                                          

/(4)/The Oppenheimer High Income Fund/VA merged into the Oppenheimer Global     
Strategic Income Fund/VA on October 26, 2012.                         

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AMERICAN GENERAL LIFE INSURANCE COMPANY                                         
SEPARATE ACCOUNT VL-R                                                           
NOTES TO FINANCIAL STATEMENTS - CONTINUED                                       

NOTE 8 - OTHER MATTERS                                                          

The Company is a subsidiary of American International Group. Information on     
American International Group is publicly available in its regulatory filings    
with the U.S. Securities and Exchange Commission ("SEC").                       

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AMERICAN GENERAL LIFE INSURANCE COMPANY 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                        [Enlarge/Download Table]

                                                                                                   Page  
                                                                                                 Numbers 
                                                                                                ---------
                                                                                                         
Report of Independent Registered Public Accounting Firm                                                1 

Consolidated Balance Sheets  -  December 31, 2013 and 2012                                        2 to 3 

Consolidated Statements of Income - Years Ended December 31, 2013, 2012 and 2011                       4 

Consolidated Statements of Comprehensive Income - Years Ended December 31, 2013, 2012 and 2011         5 

Consolidated Statements of Equity - Years Ended December 31, 2013, 2012 and 2011                       6 

Consolidated Statements of Cash Flows  - Years Ended December 31, 2013, 2012 and 2011             7 to 8 

Notes to Consolidated Financial Statements                                                       9 to 78 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 

To the Board of Directors and Shareholder of                                    
American General Life Insurance Company:                                        

In our opinion, the accompanying consolidated balance sheets and the related    
consolidated statements of income, of comprehensive income, of equity and of    
cash flows present fairly, in all material respects, the financial position of  
American General Life Insurance Company and its subsidiaries (the "Company"), an
indirect, wholly owned subsidiary of American International Group, Inc. ("AIG"),
at December 31, 2013 and 2012, and the results of their operations and their    
cash flows for each of the three years in the period ended December 31, 2013 in 
conformity with accounting principles generally accepted in the United States of
America. These financial statements are the responsibility of the Company's     
management. Our responsibility is to express an opinion on these financial      
statements based on our audits. We conducted our audits of these statements in  
accordance with the standards of the Public Company Accounting Oversight Board  
(United States). Those standards require that we plan and perform the audit to  
obtain reasonable assurance about whether the financial statements are free of  
material misstatement. An audit includes examining, on a test basis, evidence   
supporting the amounts and disclosures in the financial statements, assessing   
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our    
audits provide a reasonable basis for our opinion.                              

/s/ PricewaterhouseCoopers LLP                                                  

Houston, TX                                                                     
April 30, 2014                                                                  

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 AMERICAN GENERAL LIFE INSURANCE COMPANY
 CONSOLIDATED BALANCE SHEETS

                                                        [Enlarge/Download Table]

                                                                               December 31,           
                                                                      --------------------------------
                                                                          2013              2012      
                                                                      ------------   -----------------
                                                                                     (as adjusted, see
                                                                                       Notes 1 and 2) 
                                                                             (in millions)            
                                                                                                      
ASSETS                                                                                                
Investments:                                                                                          
Fixed maturity securities:                                                                            
   Bonds available for sale, at fair value                                                            
      (amortized cost: 2013 - $94,201; 2012 - $92,439)                $     98,148     $   104,320    
   Other bond securities, at fair value                                      2,452           1,327    
Equity securities:                                                                                    
   Common and preferred stock available for sale, at fair value                                       
      (cost: 2013 - $23; 2012 - $54)                                            29              83    
   Other common and preferred stock, at fair value                             538             562    
Mortgage and other loans receivable                                                                   
      (net of allowance: 2013 - $138; 2012 - $155)                           8,531           8,245    
Policy loans                                                                 1,545           1,587    
Other invested assets                                                                                 
      (portion measured at fair value: 2013 - $3,223; 2012 - $2,310)         7,512           7,269    
Aircraft                                                                                              
      (net of accumulated depreciation and impairment                                                 
      of: 2013 - $1,034; 2012 - $1,158)                                        762             984    
Short-term investments                                                                                
      (portion measured at fair value: 2013 - $2,735; 2012 - $3,193)         3,964           4,783    
                                                                      ------------     ------------   
Total investments                                                          123,481         129,160    
Cash                                                                           362             325    
Investment in AIG                                                                                     
      (cost: 2013 - $9; 2012 - $10)                                              5               4    
Accrued investment income                                                    1,074           1,117    
Amounts due from related parties                                               138             239    
Premiums and other receivables, net of allowance                               408             196    
Reinsurance assets                                                           1,675           1,758    
Derivative assets, at fair value                                               507             755    
Deferred policy acquisition costs                                            5,444           4,497    
Deferred sales inducements                                                     502             354    
Current income taxes receivable                                                748             663    
Deferred income taxes                                                          328              --    
Other assets                                                                                          
      (including restricted cash of  $35 in 2013 and $72 in 2012)              942             826    
Separate account assets, at fair value                                      35,701          27,942    
                                                                      ------------     -----------    
TOTAL ASSETS                                                          $    171,315     $   167,836    
                                                                      ============     ===========    

See accompanying notes to consolidated financial statements 

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 AMERICAN GENERAL LIFE INSURANCE COMPANY
 CONSOLIDATED BALANCE SHEETS (Continued)

                                                        [Enlarge/Download Table]

                                                                             December 31,           
                                                                    ------------------------------- 
                                                                            2013         2012       
                                                                    ------------   ---------------- 
                                                                                   (as adjusted,see 
                                                                                    Notes 1 and 2)  
                                                                    (in millions, except share data)
                                                                                                    
LIABILITIES AND EQUITY                                                                              
Liabilities:                                                                                        
   Future policy benefits for life and accident and health                                          
      insurance contracts                                           $     29,277     $     29,642   
   Policyholder contract deposits                                         70,397           72,925   
      (portion measured at fair value: 2013 - $367; 2012 - $1,116)                                  
   Policy claims and benefits payable                                        615              738   
   Other policyholders funds                                               1,986            2,007   
   Deferred income taxes                                                      --            1,931   
   Notes payable - to affiliates, net                                        260              142   
      (portion measured at fair value: 2013 - $211; 2012 - $0)                                      
   Notes payable - to third parties, net                                     378              158   
   Amounts due to related parties                                            298              135   
   Securities lending payable                                              2,514            1,466   
   Derivative liabilities, at fair value                                     534              967   
   Other liabilities                                                       3,627            3,636   
   Separate account liabilities                                           35,701           27,942   
                                                                    ------------     ------------   
TOTAL LIABILITIES                                                        145,587          141,689   
                                                                    ------------     ------------   
COMMITMENTS AND CONTINGENT LIABILITIES (SEE NOTE 11)                                                
AMERICAN GENERAL LIFE INSURANCE SHAREHOLDER'S EQUITY:                                               
   Preferred stock, $100 par value, 8,500 shares authorized,                                        
      issued and outstanding                                                   1                1   
   Common stock, $10 par value, 600,000 shares authorized,                                          
      issued and outstanding                                                   6                6   
   Additional paid-in capital                                             23,163           25,363   
   Accumulated deficit                                                     (337)          (5,283)   
   Accumulated other comprehensive income                                  2,731            5,893   
                                                                    ------------     ------------   
TOTAL AMERICAN GENERAL LIFE INSURANCE SHAREHOLDER'S EQUITY                25,564           25,980   
                                                                    ------------     ------------   
NONCONTROLLING INTERESTS                                                     164              167   
                                                                    ------------     ------------   
TOTAL EQUITY                                                              25,728           26,147   
                                                                    ------------     ------------   
TOTAL LIABILITIES AND EQUITY                                        $    171,315     $    167,836   
                                                                    ============     ============   

See accompanying notes to consolidated financial statements 

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 AMERICAN GENERAL LIFE INSURANCE COMPANY
 CONSOLIDATED STATEMENTS OF INCOME

                                                        [Enlarge/Download Table]

                                                                          Years ended December 31,             
                                                          -----------------------------------------------------
                                                                2013          2012                 2011        
                                                          ------------    ----------------    -----------------
                                                                          (as adjusted, see   (as adjusted, see
                                                                           Notes 1 and 2)       Notes 1 and 2) 
                                                                                (in millions)                  
                                                                                                               
REVENUES:                                                                                                      
   Premiums                                               $      1,782      $      1,616        $      1,615   
   Policy fees                                                   1,924             1,963               1,882   
   Net investment income                                         6,692             7,001               6,440   
   Net realized capital gains (losses):                                                                        
       Total other-than-temporary impairments on                                                               
          available for sale securities                            (74)             (127)               (434)  
       Portion of other-than-temporary impairments on                                                          
          available for sale fixed maturity securities                                                         
          recognized in accumulated other                                                                      
          comprehensive income                                      (1)             (170)                (32)  
                                                          ------------      ------------        ------------   
       Net other-than-temporary impairments on                                                                 
          available for sale securities recognized in                                                          
          net income                                               (75)             (297)               (466)  
       Other realized capital gains                              1,934               842                 248   
                                                          ------------      ------------        ------------   
          Total net realized capital gains (losses)              1,859               545                (218)  
   Other income:                                                                                               
       Commissions                                                 838               540                 507   
       Investment advisory fees                                    373               316                 297   
       Aircraft leasing revenue                                    210               192                 197   
       Other                                                     1,458               633                 452   
                                                          ------------      ------------        ------------   
TOTAL REVENUES                                                  15,136            12,806              11,172   
                                                          ------------      ------------        ------------   
BENEFITS AND EXPENSES:                                                                                         
   Policyholder benefits                                         4,864             4,247               3,875   
   Interest credited to policyholder account balances            2,277             2,934               2,780   
   Amortization of deferred policy acquisition costs               535               665                 982   
   General and administrative expenses, net of deferrals         1,455             1,400               1,320   
   Commissions, net of deferrals                                   345               321                 245   
   Other  expenses                                               1,166               839                 721   
                                                          ------------      ------------        ------------   
TOTAL BENEFITS AND EXPENSES                                     10,642            10,406               9,923   
                                                          ------------      ------------        ------------   
INCOME BEFORE INCOME TAX BENEFIT                                 4,494             2,400               1,249   
INCOME TAX EXPENSE (BENEFIT):                                                                                  
   Current                                                          95               (21)               (345)  
   Deferred                                                       (543)             (601)               (368)  
                                                          ------------      ------------        ------------   
TOTAL INCOME TAX BENEFIT                                          (448)             (622)               (713)  
                                                          ------------      ------------        ------------   
NET INCOME                                                       4,942             3,022               1,962   
LESS: NET INCOME (LOSS) ATTRIBUTABLE TO                                                                        
   NONCONTROLLING INTERESTS                                          1                 7                 (35)  
                                                          ------------      ------------        ------------   
NET INCOME ATTRIBUTABLE TO AMERICAN GENERAL LIFE                                                               
   INSURANCE COMPANY                                      $      4,941      $      3,015        $      1,997   
                                                          ============      ============        ============   

 See accompanying notes to consolidated financial statements

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 AMERICAN GENERAL LIFE INSURANCE COMPANY
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                                                        [Enlarge/Download Table]

                                                                     Years ended December 31,               
                                                       -----------------------------------------------------
                                                          2013               2012                2011       
                                                       ------------    -----------------   -----------------
                                                                       (as adjusted, see   (as adjusted, see
                                                                              Note 1)               Note 1) 
                                                                           (in millions)                    
                                                                                                            
NET INCOME                                             $      4,942      $      3,022        $      1,962   
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:                                                              
   Net unrealized appreciation (depreciation) of                                                            
      fixed maturity investments on which                                                                   
      other-than-temporary credit impairments                                                               
      were taken                                                242               907                 214   
   Net unrealized losses on all other invested                                                              
      assets arising during the current period               (5,265)            2,128               1,983   
   Adjustment to deferred policy acquisition costs,                                                         
      value of business acquired and deferred sales                                                         
      inducements                                               542              (459)               (251)  
   Insurance loss recognition                                 1,325              (217)               (959)  
   Foreign currency translation adjustments                      (6)               (2)                  2   
                                                       ------------      ------------        ------------   
OTHER COMPREHENSIVE INCOME (LOSS)                            (3,162)            2,357                 989   
                                                       ------------      ------------        ------------   
COMPREHENSIVE INCOME                                          1,780             5,379               2,951   
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO                                                                 
     NONCONTROLLING INTERESTS                                     1                 7                 (35)  
                                                       ------------      ------------        ------------   
COMPREHENSIVE INCOME ATTRIBUTABLE TO AMERICAN GENERAL                                                       
   LIFE INSURANCE COMPANY                              $      1,779      $      5,372        $      2,986   
                                                       ============      ============        ============   

See accompanying notes to consolidated financial statements 

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 AMERICAN GENERAL LIFE INSURANCE COMPANY
 CONSOLIDATED STATEMENTS OF EQUITY

                                                        [Enlarge/Download Table]

                                                                    Years ended December 31,                
                                                       -----------------------------------------------------
                                                          2013              2012                2011        
                                                       ------------    -----------------   -----------------
                                                                       (as adjusted, see   (as adjusted, see
                                                                            Note 1)              Note 1)    
                                                                         (in millions)                      
                                                                                                            
PREFERRED STOCK:                                                                                            
   Balance at beginning and end of year                $          1      $          1        $          1   
COMMON STOCK:                                                                                               
   Balance at beginning and end of year                           6                 6                   6   
ADDITIONAL PAID-IN CAPITAL:                                                                                 
   Balance at beginning of year                              25,363            27,245              29,021   
     Capital contributions from Parent (see Note 12)            368                --                  16   
     Return of capital                                       (2,553)           (1,882)             (1,792)  
     Other                                                      (15)               --                  --   
                                                       ------------      ------------        ------------   
   Balance at end of year                                    23,163            25,363              27,245   
                                                       ------------      ------------        ------------   
ACCUMULATED DEFICIT:                                                                                        
   Balance at beginning of year                              (5,283)           (8,296)            (10,295)  
     Net income attributable to AGL                           4,941             3,015               1,997   
     Other                                                        5                (2)                  2   
                                                       ------------      ------------        ------------   
   Balance at end of year                                      (337)           (5,283)             (8,296)  
                                                       ------------      ------------        ------------   
ACCUMULATED OTHER COMPREHENSIVE INCOME:                                                                     
   Balance at beginning of year                               5,893             3,536               2,547   
     Other comprehensive income (loss)                       (3,162)            2,357                 989   
                                                       ------------      ------------        ------------   
   Balance at end of year                                     2,731             5,893               3,536   
                                                       ------------      ------------        ------------   
TOTAL AMERICAN GENERAL LIFE INSURANCE SHAREHOLDER'S                                                         
    EQUITY                                                   25,564            25,980              22,492   
                                                       ------------      ------------        ------------   
NONCONTROLLING INTERESTS:                                                                                   
   Balance at beginning of year                                 167               160                 195   
     Net income (loss) attributable to noncontrolling                                                       
        interests                                                 1                 7                 (35)  
     Other changes                                               (4)               --                  --   
                                                       ------------      ------------        ------------   
   Balance at end of year                                       164               167                 160   
                                                       ------------      ------------        ------------   
TOTAL EQUITY                                           $     25,728      $     26,147        $     22,652   
                                                       ============      ============        ============   

 See accompanying notes to consolidated financial statements

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 AMERICAN GENERAL LIFE INSURANCE COMPANY
 CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                        [Enlarge/Download Table]

                                                                           Years ended December 31,            
                                                          -----------------------------------------------------
                                                              2013              2012               2011        
                                                          ------------    -----------------   -----------------
                                                                         (as adjusted, see    (as adjusted, see
                                                                            Notes 1 and 2)      Notes 1 and 2) 
                                                                                   (in millions)               
                                                                                                               
CASH FLOWS FROM OPERATING ACTIVITIES                                                                           
Net income                                                $      4,942      $      3,022        $      1,962   
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED                                                       
    BY OPERATING ACTIVITIES:                                                                                   
Interest credited to policyholder account balances               2,277             2,934               2,780   
Fees charged for policyholder contract deposits                 (1,104)           (1,137)             (1,191)  
Amortization of deferred policy acquisition costs and                                                          
    value of business acquired                                     535               665                 982   
Net realized capital (gains) losses                             (1,859)             (545)                218   
Foreign exchange transaction (gains) losses                          5                --                  --   
Equity in income of partnerships and other invested                                                            
    assets                                                        (124)             (314)               (201)  
Depreciation and amortization                                       43                29                  37   
Flight equipment depreciation                                      132               102                 110   
Amortization (accretion) of net premium/discount on                                                            
investments                                                       (631)             (774)               (638)  
Provision for deferred income taxes                               (543)             (601)               (406)  
Unrealized (gains) losses in earnings - net                        153               102                  (4)  
Capitalized interest                                              (531)              (36)               (138)  
CHANGE IN:                                                                                                     
    Other bond securities, at fair value                            --                --                   2   
    Accrued investment income                                       43                20                 (83)  
    Amounts due to/from related parties                            533              (125)                221   
    Reinsurance assets                                              83                84                  64   
    Deferral of deferred policy acquisition costs                 (790)             (604)               (679)  
    Deferral of sales inducements                                  (23)               (5)                (10)  
    Income taxes currently receivable/payable                       38              (499)               (330)  
    Other assets                                                  (335)              (72)                 13   
    Future policy benefits                                       1,548               922                 865   
    Other policyholders' funds                                     (21)              (19)                (56)  
    Other liabilities                                              225               264                  (8)  
Other, net                                                        (173)              148                 (82)  
                                                          ------------      ------------        ------------   
           NET CASH PROVIDED BY OPERATING ACTIVITIES             4,423             3,561               3,428   
                                                          ------------      ------------        ------------   
CASH FLOWS FROM INVESTING ACTIVITIES Purchase of:                                                              
    Fixed maturity securities                                  (30,112)          (18,902)            (28,181)  
    Equity securities                                               --              (562)                (17)  
    Mortgage and other loans                                    (1,681)             (961)             (1,224)  
    Flight equipment                                                (8)              (11)                (14)  
    Acquired businesses, net                                        --               (48)                 --   
    Other investments, excluding short-term investments         (2,614)           (4,215)             (1,469)  
Sales of:                                                                                                      
    Fixed maturity securities                                   22,482            15,386              10,505   
    Equity securities                                               50                36                 133   
    Mortgage and other loans                                        --               397                  --   
    Flight equipment                                                71                 7                 102   
    Divested businesses, net                                        --                35                  --   
    Other investments, excluding short-term investments            655             2,167               2,066   
Redemptions and maturities of:                                                                                 
    Fixed maturity securities                                    9,093             6,043               7,677   
    Mortgage and other loans                                     1,152               875                 572   
    Other investments, excluding short-term investments            437               598                 274   
Purchases of property, equipment and software                      (52)              (22)                (24)  
Sales of property, equipment and software                            1                 1                  --   
Change in restricted cash                                           37                23                   4   
Change in short-term investments                                   819            (1,583)              8,883   
                                                          ------------      ------------        ------------   
           NET CASH PROVIDED BY (USED IN) INVESTING                                                            
                ACTIVITIES                                $        330      $       (736)       $       (713)  
                                                          ------------      ------------        ------------   

 See accompanying notes to consolidated financial statements

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 AMERICAN GENERAL LIFE INSURANCE COMPANY
 CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

                                                        [Enlarge/Download Table]

                                                                        Years ended December 31,          
                                                     -----------------------------------------------------
                                                        2013                2012               2011       
                                                     ------------    -----------------   -----------------
                                                                     (as adjusted, see   (as adjusted, see
                                                                       Notes 1 and 2)      Notes 1 and 2) 
                                                                        (in millions)                     
                                                                                                          
CASH FLOWS FROM FINANCING ACTIVITIES                                                                      
Policyholder account deposits                        $      7,334      $      5,011        $      8,243   
Policyholder account withdrawals                           (9,018)           (7,402)             (8,521)  
Net exchanges to/(from) separate accounts                  (1,291)             (756)               (361)  
Proceeds from repurchase agreements                            --               857                  --   
Repayment of notes payable                                   (259)             (202)               (159)  
Issuance of notes payable                                     230                --                  --   
Federal Home Loan Bank borrowings                             (28)               60                  --   
Security deposits on flight equipment                         (58)              (12)                (11)  
Change in securities lending payable                        1,048             1,466                  --   
Cash overdrafts                                              (142)               67                  28   
Return of capital, net of cash contributions               (2,532)           (1,882)             (1,792)  
                                                     ------------      ------------        ------------   
           NET CASH USED IN FINANCING ACTIVITIES           (4,716)           (2,793)             (2,573)  
                                                     ------------      ------------        ------------   
INCREASE IN CASH                                               37                32                 142   
CASH AT BEGINNING OF PERIOD                                   325               293                 151   
                                                     ------------      ------------        ------------   
CASH AT END OF PERIOD                                $        362      $        325        $        293   
                                                     ============      ============        ============   
SUPPLEMENTAL CASH FLOW INFORMATION                                                                        
Income taxes paid                                    $        161      $        132        $        201   
Interest paid                                                  32                25                  --   
Non-cash activity:                                                                                        
Sales inducements credited to policyholder contract                                                       
   deposits                                                    39                66                 110   
Other various non-cash contributions                          348                --                  15   

 See accompanying notes to consolidated financial statements

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 AMERICAN GENERAL LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. NATURE OF OPERATIONS                                                         

American General Life Insurance Company ("AGL" or the "Company"), including its 
wholly owned subsidiaries, is a wholly owned subsidiary of AGC Life Insurance   
Company ("AGC Life" or the "Parent"), which is in turn an indirect, wholly owned
subsidiary of American International Group, Inc. ("AIG").                       

The Company is a leading provider of individual term and universal life         
insurance solutions to middle-income and high-net-worth customers, as well as a 
leading provider of annuities. Primary products include term life insurance,    
universal, variable universal and whole life insurance, accident and health     
insurance, fixed and variable annuities, index deferred annuities, fixed payment
annuities, private placement variable annuities, structured settlement,         
immediate annuities, corporate- and bank-owned life insurance, terminal funding 
annuities, guaranteed investment contracts ("GICs"), stable value wrap products 
and group benefits. The Company distributes its products through independent    
marketing organizations, independent and career insurance agents and financial  
advisors, banks, broker dealers, structured settlement brokers and benefit      
consultants, and direct-to-consumer through AIG Direct. The Company, through its
subsidiaries AIG Enterprise Services LLC ("AIGES") and SunAmerica Asset         
Management LLC ("SAAMCo") provides support services to certain affiliated       
insurance companies.                                                            

SAAMCo and its wholly owned distributor, AIG Capital Services, Inc. ("AIGCS"),  
and its wholly owned servicing agent, SunAmerica Fund Services, Inc. ("SFS"),   
represent the Company's asset management operations. These companies earn fee   
income by managing, distributing and administering a diversified family of      
mutual funds, and variable subaccounts offered within the Company's variable    
annuity and variable universal life products, distributing their retail mutual  
funds and providing professional management of individual, corporate and pension
plan portfolios.                                                                

The operations of the Company are influenced by many factors, including general 
economic conditions, financial condition of AIG, monetary and fiscal policies of
the federal government and policies of state and other regulatory authorities.  
The level of sales of the Company's insurance and financial products is         
influenced by many factors, including general market rates of interest, the     
strength, weakness and volatility of equity markets and terms and conditions of 
competing products. The Company is exposed to the risks normally associated with
a portfolio of fixed income securities, namely interest rate, option, liquidity 
and credit risks. The Company controls its exposure to these risks by, among    
other things, closely monitoring and managing the duration and cash flows of its
assets and liabilities, monitoring and limiting prepayments and extension risk  
in its portfolio, maintaining a large percentage of its portfolio in highly     
liquid securities, engaging in a disciplined process of underwriting, and       
reviewing and monitoring credit risk. The Company also is exposed to market     
risk, policyholder behavior risk and mortality/longevity risk. Market volatility
may result in increased risks related to death and living guaranteed benefits on
the variable annuity products, as well as reduced fee income on variable product
assets held in separate accounts. These guaranteed benefits are sensitive to    
equity market conditions.                                                       

Effective January 1, 2013, Integra Business Processing Solutions, Inc. and      
Integra Holdings, Inc. ("Integra") was transferred to AIG Global Services       
("AIGGS"). This transfer was a transaction among entities under common control. 
Assets and liabilities transferred between entities under common control are    
accounted for at historical cost. The accompanying consolidated financial       
statements exclude the financial position, operating results and cash flows of  
Integra for all periods presented.                                              

On December 31, 2012, the Company merged with several other insurance companies 
within AIG's Life and Retirement segment, with AGL being the surviving company. 
The merged companies, American General Life Insurance Company of Delaware       
("AGLD"), American General Assurance Company ("AGAC"), American General Life and
Accident Insurance Company ("AGLA"), Western National Life Insurance Company    
("WNL"), SunAmerica Annuity and Life Assurance Company ("SAAL") and SunAmerica  
Life Insurance Company ("SALIC") were also indirect, wholly owned subsidiaries  
of AIG. Also on December 31, 2012, the ownership of The Variable Annuity Life   
Insurance Company ("VALIC") was transferred from AGL to AGC Life. The merger    
represented a transaction among entities under common control. Assets and       
liabilities transferred between entities under common control are accounted for 
at historical cost. The accompanying consolidated financial statements include  
the financial position, operating results and cash flows of AGLD, AGAC, AGLA,   
WNL, SAAL and SALIC and exclude VALIC for all periods presented.                

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 AMERICAN GENERAL LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

On November 30, 2012, AIG, as the ultimate parent, executed a stock purchase    
agreement with a third party and sold all of the common stock of American       
General Property Insurance Company ("AGPIC"), a subsidiary of AGLA, and American
General Indemnity Company ("AGIC"), a subsidiary of AGAC, for approximately $35 
million cash. The operating results of AGPIC and AGIC are included in the       
consolidated statements of income through the date of the sale.                 

On November 30, 2012, AIG Advisor Group Inc., an indirect, wholly owned         
subsidiary of SALIC, acquired Woodbury Financial Services from the Hartford     
Financial Services Group Inc. Woodbury Financial Services is a leading          
independent broker-dealer. The purchase price was approximately $48 million.    

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                   

PREPARATION OF FINANCIAL STATEMENTS                                             

The consolidated financial statements have been prepared in accordance with     
accounting principles generally accepted in the United States ("GAAP") and      
include the accounts of the Company, including its wholly owned subsidiaries and
variable interest entities ("VIE") in which the Company is the primary          
beneficiary. All significant intercompany accounts and transactions are         
eliminated in consolidation. Certain prior period items have been reclassified  
to conform to the current period's presentation.                                

Use of Estimates                                                                

The preparation of financial statements in conformity with GAAP requires the    
application of accounting policies that often involve a significant degree of   
judgment. Accounting policies that management believes are most dependent on the
application of estimates and assumptions are considered critical accounting     
estimates and are related to the determination of:                              

o     income tax assets and liabilities, including recoverability of
          deferred tax assets and the predictability of future tax operating
        profitability of the character necessary to realize deferred tax
assets;                                                 

      o     valuation of future policy benefit liabilities and timing and extent
of loss recognition;                                    

      o     valuation of liabilities for guaranteed benefit features of variable
annuity products;                                       

 o     recoverability of assets, including deferred policy acquisition
costs ("DAC") and reinsurance;                          

      o     estimated gross profits ("EGPs") to value deferred acquisition costs
for investment-oriented products;                       

   o     impairment charges, including other-than-temporary impairments on
available for sale securities; and                      

      o     fair value measurements of certain financial assets and liabilities.

These accounting estimates require the use of assumptions about matters, some of
which are highly uncertain at the time of estimation. To the extent actual      
experience differs from the assumptions used, the Company's consolidated        
financial condition, results of operations and cash flows could be materially   
affected.                                                                       

Out of Period Adjustments                                                       

In  2013, the  Company recorded  out of  period adjustments  to correct   errors
related to prior  periods which resulted  in a $63  million decrease to  pre-tax
income and a $167 million increase to net income and comprehensive income.   The
most significant  pre-tax item  related to  realized capital  losses on embedded
derivatives  in  two GIC  contracts  which had  not  previously been  evaluated.
Realized capital losses of $66 million were recorded to correct this error.  The
most significant net  income item related  to 2008 deferred  intercompany losses
from  the sale  of bonds  and the   tax treatment  of the  losses as  they  were
partially  recognized  in subsequent  years.   A $206  million  tax benefit  was
recorded to correct this error by reducing the deferred tax valuation  allowance
and deferred tax expense.  The Company  has evaluated the errors on prior  years
and  their  correction  in  2013,  taking  into  account  both  qualitative  and
quantitative factors.   Management believes  these errors  and their corrections
are  not  material to  any  previously issued  financial  statements or  to  the
accompanying 2013 financial statements.                                         

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 AMERICAN GENERAL LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Revision of Prior Period Financial Statements                                   

The financial statements as of and for the year ended December 31, 2012 and 2011
were revised  to correctly  classify current  income taxes  receivable, deferred
taxes payable and current and deferred income tax expense/benefit.              

After evaluating the quantitative and qualitative aspects of these items,       
the classification errors were not considered to be material, individually or   
in aggregate to the previously issued 2012 and 2011 financial statements.       

The following tables reflect the corrections and their effects on line items in 
the financial statements for 2012 and 2011 as follows:                          

As of and for the year ended December 31, 2012:                                 

                                                        [Enlarge/Download Table]

                                                         As Previously     Effect of      As Currently 
                                                           Reported          Change         Reported   
                                                        ---------------  --------------  --------------
                                                                         (in millions)                 
                                                                                                       
Consolidated Balance Sheet                                                                             
--------------------------                                                                             
   Current income taxes receivable                      $          438   $         225   $         663 
   Total assets                                                167,611             225         167,836 
   Deferred income taxes                                         1,706             225           1,931 
   Total liabilities                                           141,464             225         141,689 
   Total liabilities and equity                                167,611             225         167,836 

Consolidated Statement of Income                                                                       
--------------------------------                                                                       
   Income tax expense (benefit):                                                                       
      Current                                                       29             (50)            (21)
      Deferred                                                    (651)             50            (601)

Consolidated Statement of Cash Flows                                                                   
------------------------------------                                                                   
   Provision for deferred income taxes                            (651)             50            (601)
   Change in income taxes currently receivable\payable            (449)            (50)           (499)

As of and for the year ended December 31, 2011:                                 

                                                        [Enlarge/Download Table]

                                                         As Previously     Effect of      As Currently 
                                                           Reported          Change         Reported   
                                                        ---------------  --------------  --------------
                                                                          (in millions)                
                                                                                                       
Consolidated Statement of Income                                                                       
--------------------------------                                                                       
   Income tax expense (benefit):                                                                       
      Current                                           $         (170)  $        (175)  $        (345)
      Deferred                                                    (543)            175            (368)

Consolidated Statement of Cash Flows                                                                   
------------------------------------                                                                   
   Provision for deferred income taxes                            (581)            175            (406)
   Change in income taxes currently receivable\payable            (155)           (175)           (330)

Total assets, total liabilities, and total liabilities and equity shown in the  
previously reported column for 2012 do not reflect amounts reported in the      
issued 2012 audit report due to the transfer of Integra discussed in Note 1.    

INVESTMENTS                                                                     

Fixed Maturity and Equity Securities                                            

Bonds held to maturity are carried at amortized cost when the Company has the   
ability and positive intent to hold these securities until maturity. When the   
Company does not have the ability or positive intent to hold bonds until        
maturity, these securities are classified as available for sale or as trading   
and are carried at fair value. None of the Company's fixed maturity securities  
met the criteria for held to maturity classification at December 31, 2013 or    
2012.                                                                           

Fixed maturity and equity securities classified as available-for-sale are       
carried at fair value. Unrealized gains and losses from available for sale      
investments in fixed maturity and equity securities are reported as a separate  
component of accumulated other comprehensive income, net of DAC, deferred sales 
inducements and deferred taxes in Total American General Life Insurance         
shareholder's equity. Realized and unrealized gains and losses from fixed       
maturity and equity securities measured at fair value at the Company's election 
are reflected in net investment income. Investments in fixed maturity and equity
securities are recorded on a trade-date basis. Realized gains and losses on the 
sale of investments are recognized in income at the date of sale and are        
determined by specific identification.                                          

Premiums and discounts arising from the purchase of bonds classified as         
available for sale are treated as yield adjustments over their estimated holding
periods, until maturity, or call date, if applicable. For investments in certain
residential mortgage-backed securities ("RMBS"), commercial mortgage-backed     
securities ("CMBS"), collateralized debt obligations ("CDO") and asset backed   
securities ("ABS"), (collectively, structured securities), recognized yields are
updated based on current information regarding the timing and amount of expected
undiscounted future cash flows. For high credit quality structured securities,  
effective yields are recalculated based on actual payments received and updated 
prepayment expectations, and the amortized cost is adjusted to the amount that  
would have existed had the new effective yield been applied since acquisition   
with a corresponding charge or credit to net investment income. For structured  
securities that are not high credit quality, effective yields are recalculated  
and adjusted prospectively based on changes in expected undiscounted future cash
flows.                                                                          

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 AMERICAN GENERAL LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Purchased Credit Impaired Securities                                            

The Company purchases certain RMBS securities that have experienced             
deterioration in credit quality since their issuance. The Company determined,   
based on its expectations as to the timing and amount of cash flows expected to 
be received, that it was probable at the date of acquisition that the Company   
would not collect all contractually required payments for these PCI securities, 
including both principal and interest after considering the effects of          
prepayments. At acquisition, the timing and amount of the undiscounted future   
cash flows expected to be received on each PCI security was determined based on 
the Company's best estimate using key assumptions, such as interest rates,      
default rates and prepayment speeds. At acquisition, the difference between the 
undiscounted expected future cash flows of the PCI securities and the recorded  
investment in the securities represents the initial accretable yield, which is  
to be accreted into net investment income over their remaining lives on a       
level-yield basis. Additionally, the difference between the contractually       
required payments on the PCI securities and the undiscounted expected future    
cash flows represents the non-accretable difference at acquisition. The         
accretable yield and the non-accretable difference will change over time, based 
on actual payments received and changes in estimates of undiscounted expected   
future cash flows, which are discussed further below.                           

On a quarterly basis, the undiscounted expected future cash flows associated    
with PCI securities are re-evaluated based on updates to key assumptions.       
Declines in undiscounted expected future cash flows due to further credit       
deterioration as well as changes in the expected timing of the cash flows can   
result in the recognition of an other-than-temporary impairment charge, as PCI  
securities are subject to the Company's policy for evaluating investments for   
other-than-temporary impairment. Changes to undiscounted expected future cash   
flows due solely to the changes in the contractual benchmark interest rates on  
variable rate PCI securities will change the accretable yield prospectively.    
Significant increases in undiscounted expected future cash flows for reasons    
other than interest rate changes are recognized prospectively as an adjustment  
to the accretable yield.                                                        

Other Bonds and Other Common and Preferred Stock                                

Securities for which the Company has elected the fair value option are carried  
at fair value and reported in other bonds or other common and preferred stocks  
in the consolidated balance sheets. Changes in fair value of these assets are   
reported in net investment income. Interest income and dividend income on assets
measured under the fair value option are recognized and included in net         
investment income. See Note 3 for additional information on assets designated   
under the fair value option.                                                    

Evaluating Investments for Other-than-temporary Impairments                     

Fixed Maturity Securities                                                       

If the Company intends to sell a fixed maturity security or it is more likely   
than not that the Company will be required to sell a fixed maturity security    
before recovery of its amortized cost basis and the fair value of the security  
is below amortized cost, an other-than-temporary impairment has occurred and the
amortized cost is written down to current fair value, with a corresponding      
charge to realized investment losses. When assessing the Company's intent to    
sell a fixed maturity security, or whether it is more likely than not that the  
Company will be required to sell a fixed maturity security before recovery of   
its amortized cost basis, management evaluates relevant facts and circumstances 
including, but not limited to, decisions to reposition the Company's investment 
portfolio, sales of securities to meet cash flow needs and sales of securities  
to take advantage of favorable pricing.                                         

For fixed maturity securities for which a credit impairment has occurred, the   
amortized cost is written down to the estimated recovery value with a           
corresponding charge to realized capital losses. The estimated recovery value is
the present value of cash flows expected to be collected, as determined by      
management. The difference between fair value and amortized cost that is not    
related to a credit impairment is recognized in unrealized appreciation         
(depreciation) of fixed maturity securities on which other-than-temporary credit
impairments were taken (a component of accumulated other comprehensive income). 

When estimating future cash flows for structured fixed maturity securities      
(e.g., RMBS, CMBS, CDO, ABS), management considers historical performance of    
underlying assets and available market information as well as bond-specific     
structural considerations, such as credit enhancement and priority of payment   
structure of the security.                                                      

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In addition, the process of estimating future cash flows includes, but is not   
limited to, the following critical inputs, which vary by asset class:           

o     Current delinquency rates;                                    

o     Expected default rates and the timing of such defaults;       

o     Loss severity and the timing of any recovery; and             

o     Expected prepayment speeds.                                   

For corporate, municipal and sovereign fixed maturity securities determined to  
be credit impaired, management considers the fair value as the recovery value   
when available information does not indicate that another value is more relevant
or reliable. When management identifies information that supports a recovery    
value other than the fair value, the determination of a recovery value considers
scenarios specific to the issuer and the security, and may be based upon        
estimates of outcomes of corporate restructurings, political and macroeconomic  
factors, stability and financial strength of the issuer, the value of any       
secondary sources of repayment and the disposition of assets.                   

Management considers severe price declines in its assessment of potential credit
impairments. The Company may also modify model inputs when management determines
that price movements in certain sectors are indicative of factors not captured  
by the cash flow models.                                                        

In periods subsequent to the recognition of an other-than-temporary impairment  
charge for available for sale fixed maturity securities that is not foreign     
exchange related, the Company prospectively accretes into earnings the          
difference between the new amortized cost and the expected undiscounted recovery
value over the remaining expected holding period of the security.               

Equity Securities                                                               

The Company evaluates its available for sale equity securities, equity method   
and cost method investments for impairment by considering such securities as    
candidates for other-than-temporary impairment if they meet any of the following
criteria:                                                                       

o     The security has traded at a significant (25 percent or more) 
         discount to cost for an extended period of time (nine consecutive
months or longer);                                      

  o     A discrete credit event has occurred resulting in (i) the issuer
        defaulting on a material outstanding obligation; (ii) the issuer
          seeking protection from creditors under the bankruptcy laws or any
    similar laws intended for court-supervised reorganization of
        insolvent enterprises; or (iii) the issuer proposing a voluntary
        reorganization pursuant to which creditors are asked to exchange
their claims for cash or securities having a fair value 
substantially lower than par value of their claims; or  

      o     The Company has concluded that it may not realize a full recovery on
            its investment, regardless of the occurrence of one of the foregoing
events.                                                 

The determination that an equity security is other-than-temporarily impaired    
requires the judgment of management and consideration of the fundamental        
condition of the issuer, its near-term prospects and all the relevant facts and 
circumstances. In addition to the above criteria, management also considers     
circumstances of a rapid and severe market valuation decline (50 percent or more
discount to cost), in which the Company could not reasonably assert that the    
impairment period would be temporary (severity losses).                         

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Mortgage and Other Loans Receivable                                             

Mortgage and other loans receivable primarily include commercial mortgage loans 
on real estate (net of related collateral), bank loans and guaranteed loans.    
Mortgage loans are classified as loans held for investment or loans held for    
sale. The Company does not currently hold any loans classified as held for sale.

Loans classified as "held for investment" are those that the Company has the    
intent and ability to hold for the foreseeable future, or until maturity or     
payoff. Mortgage loans held for investment are carried at unpaid principal      
balances less credit allowances and deferred fees or expenses and plus or minus 
adjustments for the accretion of discounts or amortization of premiums. Interest
income on such loans is accrued as earned. Interest income, accretion of        
discounts, amortization of premiums and prepayment fees are reported in net     
investment income in the consolidated statements of income.                     

Direct costs of originating commercial mortgages and other loans receivable, net
of nonrefundable points and fees, are deferred and included in the carrying     
amount of the related receivables. The amount deferred is amortized to net      
investment income over the life of the related loan as an adjustment of the     
loan's yield using the interest method. Loan commitment fees are generally      
deferred and recognized in net investment income as an adjustment of yield over 
the related life of the loan or upon expiration.                                

Mortgage and other loans receivable are considered impaired when collection of  
all amounts due under contractual terms is not probable. For commercial mortgage
loans, the impairment is measured based on the fair value of underlying         
collateral, which is determined based on the present value of expected net      
future cash flows of the collateral, less estimated costs to sell. An allowance 
is typically established for the difference between the impaired value of the   
loan and its current carrying amount. Additional allowance amounts are          
established for incurred but not specifically identified impairments, based on  
the analysis of internal risk ratings and current loan values. Internal risk    
ratings are assigned based on the consideration of risk factors including past  
due status, debt service coverage, loan-to-value ratio or the ratio of the loan 
balance to the estimated value of the property, property occupancy, profile of  
the borrower and of the major property tenants, economic trends in the market   
where the property is located, and condition of the property. These factors and 
the resulting risk ratings also provide a basis for determining the level of    
monitoring performed at both the individual loan and the portfolio level. When  
all or a portion of a commercial mortgage loan is deemed uncollectible, the     
uncollectible portion of the carrying value of the loan is charged off against  
the allowance. Interest income on impaired loans is recognized as cash is       
received.                                                                       

Policy Loans                                                                    

Policy loans are carried at unpaid principal amount. There is no allowance for  
policy loans because these loans serve to reduce the death benefit paid when the
death claim is made and the balances are effectively collateralized by the cash 
surrender value of the policy.                                                  

Other Invested Assets                                                           

The Company accounts for hedge funds, private equity funds, affordable housing  
partnerships and other investment partnerships using the equity method of       
accounting unless AIG's interest is so minor that AIG may have virtually no     
influence over partnership operating and financial policies, or AIG has elected 
the fair value option. Under the equity method of accounting, the carrying value
generally is the Company's share of the net asset value of the funds or the     
partnerships, and changes in the Company's share of the net asset values are    
recorded in net investment income. In applying the equity method of accounting, 
the Company consistently uses the most recently available financial information 
provided by the general partner or manager of each of these investments, which  
is generally one to three months prior to the end of the Company's reporting    
period. The financial statements of these investees are generally audited       
annually.                                                                       

Certain hedge funds, private equity funds, affordable housing partnerships and  
other investment partnerships for which AIG has elected the fair value option   
are reported at fair value with changes in fair value recognized in net         
investment income. Other investments in hedge funds, private equity funds,      
affordable housing partnerships and other investment partnerships in which AIG's
insurance operations do not hold aggregate interests sufficient to exercise more
than minor influence over the respective partnerships are reported at fair value
with changes in fair value recognized as a component of accumulated other       
comprehensive income.                                                           

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Investments in these other invested assets are evaluated for impairment in a    
manner similar to the evaluation of equity securities. Such evaluation considers
market conditions, events and volatility that may impact the recoverability of  
the underlying investments within these private equity funds and hedge funds and
is based on the nature of the underlying investments and specific inherent      
risks. Such risks may evolve based on the nature of the underlying investments. 

Real estate is classified as held for investment or available for sale, based on
management's intent. Real estate held for investment is carried at cost, less   
accumulated depreciation and impairment write-downs. Properties acquired through
foreclosure and held for sale are carried at the lower of carrying amount or    
fair value less estimated costs to sell the property.                           

Investments in real estate are periodically evaluated for recoverability        
whenever changes in circumstances indicate the carrying amount of an asset may  
be impaired. When impairment indicators are present, the Company compares       
expected investment cash flows to carrying value. When the expected cash flows  
are less than the carrying value, the investments are written down to fair value
with a corresponding charge to earnings.                                        

The Company is a member of the Federal Home Loan Bank ("FHLB") of Dallas and    
such membership requires members to own stock in the FHLB. The Company's FHLB   
stock is carried at amortized cost, which approximates fair value, and is       
included in other invested assets.                                              

Other invested assets also include mutual funds, which consist of seed money for
mutual funds and investments in retail mutual funds used as investment vehicles 
for the Company's variable annuity separate accounts, and are carried at market 
value.                                                                          

Aircraft                                                                        

Aircraft owned by Castle 2003-1 Trust ("Castle 1 Trust") and Castle 2003-2 Trust
("Castle 2 Trust") are recorded at cost (adjusted for any impairment charges),  
net of accumulated depreciation. Depreciation is generally computed on a        
straight-line basis to a residual value of approximately 15 percent of the cost 
of the asset over its estimated useful life of 25 years. Certain major additions
and modifications to aircraft may be capitalized. The residual value estimates  
are reviewed periodically to ensure continued appropriateness. Aircraft are     
periodically reviewed for impairment and an impairment loss is recorded when the
estimate of undiscounted future cash flows expected to be generated by the      
aircraft is less than its carrying value. See Notes 6 and 14 for additional     
information.                                                                    

Short-Term Investments                                                          

Short-term investments include interest-bearing money market funds, investment  
pools, and other investments with original maturities within one year from the  
date of purchase.                                                               

CASH                                                                            

Cash represents cash on hand and non-interest bearing demand deposits.          

DERIVATIVE FINANCIAL INSTRUMENTS                                                

The Company uses derivatives and other financial instruments in conjunction with
financial risk management programs and investment operations. Interest rate     
derivatives (such as interest rate swaps) are used to manage interest rate risk 
associated with embedded derivatives contained in insurance contract liabilities
and fixed maturity securities, as well as other interest rate sensitive assets  
and liabilities. Foreign exchange derivatives (principally forwards, swaps and  
options) are used to economically mitigate risk associated with foreign         
currency-denominated transactions. Equity derivatives are used to mitigate      
financial risk embedded in certain insurance liabilities. In addition to        
economic hedging activities, we also enter into derivative instruments with     
respect to investment operations, which include, among other things, credit     
default swaps and purchasing investments with embedded derivatives, such as     
equity linked notes and convertible bonds.                                      

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Interest rate, foreign currency and equity swaps, swaptions, options and futures
contracts are accounted for as derivatives, recorded on a trade-date basis and  
carried at fair value. Unrealized gains and losses are reflected in income, when
appropriate. Aggregate asset or liability positions are netted on the           
consolidated balance sheets only to the extent permitted by qualifying master   
netting arrangements in place with each respective counterparty. Cash collateral
posted with counterparties in conjunction with transactions supported by        
qualifying master netting arrangements is reported as a reduction of the        
corresponding net derivative liability, while cash collateral received in       
conjunction with transactions supported by qualifying master netting            
arrangements is reported as a reduction of the corresponding net derivative     
asset.                                                                          

Derivatives, with the exception of bifurcated embedded derivatives, are         
reflected in the consolidated balance sheets in derivative assets, at fair value
and derivative liabilities, at fair value. A bifurcated embedded derivative is  
measured at fair value and accounted for in the same manner as a free standing  
derivative contract. The fair value of the bifurcated embedded policy           
derivatives is reflected in policyholder contract deposits in the consolidated  
balance sheets. The corresponding host contract is accounted for according to   
the accounting guidance applicable for that instrument. See Policyholder        
Contract Deposits below and Note 8 herein for additional information on embedded
policy derivatives.                                                             

The Company believes its hedging instruments have been and remain economically  
effective, but for the most part have not been designated as hedges for hedge   
accounting. Certain of the hedging instruments associated with GIC liabilities  
have been designated as fair value hedges. In the consolidated statements of    
income, changes in the fair value of derivatives not designated as hedges are   
reported within net realized capital gains and losses. Changes in the fair value
of derivatives designated as fair value hedges of GIC liabilities are reported  
in policyholder benefits, along with the changes in the GIC liabilities being   
hedged.                                                                         

See Note 3 for discussion of fair value measurements and Note 5 for discussion  
of derivatives.                                                                 

DEFERRED POLICY ACQUISITION COSTS, VALUE OF BUSINESS ACQUIRED ("VOBA") AND      
DEFERRED SALES INDUCEMENTS                                                      

DAC represents those costs that are incremental and directly related to the     
successful acquisition of new or renewal of existing insurance contracts. The   
Company defers incremental costs that result directly from, and are essential   
to, the acquisition or renewal of an insurance contract. Such deferred policy   
acquisition costs generally include agent or broker commissions and bonuses,    
premium taxes, and medical and inspection fees that would not have been incurred
if the insurance contract had not been acquired or renewed. Each cost is        
analyzed to assess whether it is fully deferrable. The Company partially defers 
costs, including certain commissions, when it does not believe that the entire  
cost is directly related to the acquisition or renewal of insurance contracts.  

The Company also defers a portion of employee total compensation and            
payroll-related fringe benefits directly related to time spent performing       
specific acquisition or renewal activities including costs associated with the  
time spent on underwriting, policy issuance and processing, and sales force     
contract selling. The amounts deferred are derived based on successful efforts  
for each distribution channel and/or cost center from which the cost originates.

Short-duration insurance contracts                                              

Policy acquisition costs are deferred and amortized over the period in which the
related premiums written are earned, generally 12 months. DAC is grouped        
consistent with the manner in which the insurance contracts are acquired,       
serviced and measured for profitability and is reviewed for recoverability based
on the profitability of the underlying insurance contracts. Investment income is
anticipated in assessing the recoverability of DAC. The Company assesses the    
recoverability of DAC on an annual basis or more frequently if circumstances    
indicate an impairment may have occurred. This assessment is performed by       
comparing recorded net unearned premiums and anticipated investment income on   
in-force business to the sum of expected claims, claims adjustment expenses,    
unamortized DAC and maintenance costs. If the sum of these costs exceeds the    
amount of recorded net unearned premiums and anticipated investment income, the 
excess is recognized as an offset against the asset established for DAC. This   
offset is referred to as a premium deficiency charge. Increases in expected     
claims and claims adjustment expenses can have a significant impact on the      
likelihood and amount of a premium deficiency charge.                           

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Long-duration insurance contracts                                               

Policy acquisition costs for participating life, traditional life and accident  
and health insurance products are generally deferred and amortized, with        
interest, over the premium paying period. The assumptions used to calculate the 
benefit liabilities and DAC for these traditional products are set when a policy
is issued and do not change with changes in actual experience, unless a loss    
recognition event occurs. These "locked-in" assumptions include mortality,      
morbidity, persistency, maintenance expenses and investment returns, and include
margins for adverse deviation to reflect uncertainty given that actual          
experience might deviate from these assumptions. Loss recognition exists when   
there is a shortfall between the carrying amounts of future policy benefit      
liabilities, net of DAC, and the amount the future policy benefit liabilities,  
net of DAC, would be when applying updated current assumptions. When loss       
recognition exists, the Company first reduces any DAC related to that block of  
business through amortization of acquisition expense, and after DAC is depleted,
records additional liabilities through a charge to policyholder benefits and    
claims incurred. Groupings for loss recognition testing are consistent with the 
manner of acquiring and servicing the business and applied by product groupings.
The Company performs separate loss recognition tests for traditional life       
products, payout annuities and long-term care products. Once loss recognition   
has been recorded for a block of business, the old assumption set is replaced   
and the assumption set used for the loss recognition would then be subject to   
the lock-in principle.                                                          

Investment-oriented contracts                                                   

Policy acquisition costs and policy issuance costs related to universal life and
investment-type products (collectively, investment-oriented products) are       
deferred and amortized, with interest, in relation to the incidence of estimated
gross profits ("EGPs") to be realized over the estimated lives of the contracts.
EGPs include net investment income and spreads, net realized investment gains   
and losses, fees, surrender charges, expenses, and mortality and morbidity gains
and losses. In each reporting period, current period amortization expense is    
adjusted to reflect actual gross profits. If EGPs change significantly, DAC is  
recalculated using the new assumptions, and any resulting adjustment is included
in income. If the new assumptions indicate that future EGPs are higher than     
previously estimated, DAC will be increased resulting in a decrease in          
amortization expense and increase in income in the current period; if future    
estimated gross profits are lower than previously estimated, DAC will be        
decreased resulting in an increase in amortization expense and decrease in      
income in the current period. Updating such assumptions may result in           
acceleration of amortization in some products and deceleration of amortization  
in other products. DAC is grouped consistent with the manner in which the       
insurance contracts are acquired, serviced and measured for profitability and is
reviewed for recoverability based on the current and projected future           
profitability of the underlying insurance contracts.                            

To estimate future estimated gross profits for variable annuity products, a     
long-term annual asset growth assumption is applied to determine the future     
growth in assets and related asset-based fees. In determining the asset growth  
rate, the effect of short-term fluctuations in the equity markets is partially  
mitigated through the use of a "reversion to the mean" methodology whereby      
short-term asset growth above or below long-term annual rate assumptions impact 
the growth assumption applied to the five-year period subsequent to the current 
balance sheet date. The reversion to the mean methodology allows the Company to 
maintain its long-term growth assumptions, while also giving consideration to   
the effect of actual investment performance. When actual performance            
significantly deviates from the annual long-term growth assumption, as evidenced
by growth assumptions in the five-year reversion to the mean period falling     
below a certain rate (floor) or above a certain rate (cap) for a sustained      
period, judgment may be applied to revise or "unlock" the growth rate           
assumptions to be used for both the five-year reversion to the mean period as   
well as the long-term annual growth assumption applied to subsequent periods.   

Shadow DAC and Shadow Loss Recognition                                          

DAC held for investment-oriented products is also adjusted to reflect the effect
of unrealized gains or losses on fixed maturity and equity securities available 
for sale on estimated gross profits, with related changes recognized through    
other comprehensive income (shadow DAC). The adjustment is made at each balance 
sheet date, as if the securities had been sold at their stated aggregate fair   
value and the proceeds reinvested at current yields. Similarly, for             
long-                                                                           

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duration traditional insurance contracts, if the assets supporting the          
liabilities maintain a temporary net unrealized gain position at the balance    
sheet date, loss recognition testing assumptions are updated to exclude such    
gains from future cash flows by reflecting the impact of reinvestment rates on  
future yields. If a future loss is anticipated under this basis, any additional 
shortfall indicated by loss recognition tests is recognized as a reduction in   
accumulated other comprehensive income (shadow loss recognition). Similar to    
other loss recognition on long-duration insurance contracts, such shortfall is  
first reflected as a reduction in DAC and secondly as an increase in liabilities
for future policy benefits. The change in these adjustments, net of tax, is     
included with the change in net unrealized appreciation of investments that is  
credited or charged directly to other comprehensive income.                     

Internal Replacements of Long-duration and Investment-Oriented Products         

For some products, policyholders can elect to modify product benefits, features,
rights or coverages by exchanging a contract for a new contract or by amendment,
endorsement, or rider to a contract, or by the election of a feature or coverage
within a contract. These transactions are known as internal replacements. If the
modification does not substantially change the contract, the Company does not   
change the accounting and amortization of existing DAC and related reserves. If 
an internal replacement represents a substantial change, the original contract  
is considered to be extinguished and any related DAC or other policy balances   
are charged or credited to income, and any new deferrable costs associated with 
the replacement contract are deferred.                                          

Value of Business Acquired (VOBA)                                               

VOBA is determined at the time of acquisition and is reported in the            
consolidated balance sheets with DAC. This value is based on the present value  
of future pre-tax profits discounted at yields applicable at the time of        
purchase. For participating life, traditional life and accident and health      
insurance products, VOBA is amortized over the life of the business in a manner 
similar to that for DAC based on the assumptions at purchase. For               
investment-oriented products, VOBA is amortized in relation to EGPs and adjusted
for the effect of unrealized gains or losses on fixed maturity and equity       
securities available for sale in a manner similar to DAC.                       

DEFERRED SALES INDUCEMENTS                                                      

The Company offers sales inducements, which include enhanced crediting rates or 
bonus payments to contract holders ("bonus interest") on certain annuity and    
investment contract products. Sales inducements provided to the contract holder 
are recognized as part of the liability for policyholder contract deposits on   
the consolidated balance sheets. Such amounts are deferred and amortized over   
the life of the contract using the same methodology and assumptions used to     
amortize DAC. To qualify for such accounting treatment, the sales inducement    
must be explicitly identified in the contract at inception, and the Company must
demonstrate that such amounts are incremental to amounts the Company credits on 
similar contracts without bonus interest, and are higher than the contracts     
expected ongoing crediting rates for periods after the bonus period. The        
amortization expense associated with these assets is reported within interest   
credited to policyholder account balances in the consolidated statements of     
income.                                                                         

The asset management operations defer distribution costs that are directly      
related to the sale of mutual funds that have a 12b-1 distribution plan and/or  
contingent deferred sales charge feature (collectively, "Distribution Fee       
Revenue"). The Company amortizes these deferred distribution costs on a         
straight-line basis, adjusted for redemptions, over a period ranging from one   
year to eight years depending on share class. Amortization of these deferred    
distribution costs is increased if at any reporting period the value of the     
deferred amount exceeds the projected Distribution Fee Revenue. The projected   
Distribution Fee Revenue is impacted by estimated future withdrawal rates and   
the rates of market return. Management uses historical activity to estimate     
future withdrawal rates and average annual performance of the equity markets to 
estimate the rates of market return.                                            

RESTRICTED CASH                                                                 

Castle 1 Trust and Castle 2 Trust maintain various restricted cash accounts,    
primarily lessee-funded accounts, which are not available for general use.      
Restricted cash, which is reported in other assets on the consolidated balance  
sheets, primarily consists of security deposits from lessees and swap collateral
from the swap counterparty that are required to be segregated from other funds. 
Restricted cash also includes cash which is segregated under provisions of the  
Securities Exchange Act of 1934 and represents estimated breakpoint refund      
reserves.                                                                       

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPARATE ACCOUNT ASSETS AND LIABILITIES                                         

Variable contracts are reported within the separate accounts when investment    
income and investment gains and losses accrue directly to, and investment risk  
is borne by, the contract holder and the separate account meets additional      
accounting criteria to qualify for separate account treatment. The assets of    
each account are legally segregated and are not subject to claims that arise    
from any of the Company's other businesses. The assets supporting the variable  
portion of variable annuities and variable universal life contracts that qualify
for separate account treatment are carried at fair value and reported as        
separate account assets, with an equivalent summary total reported as separate  
account liabilities in the consolidated balance sheets. Amounts assessed against
the contract holders for mortality, administrative and other services are       
included in policy fees in the consolidated statements of income. Net investment
income, net realized capital gains (losses), changes in fair value of assets,   
and policyholder contract deposits and withdrawals related to separate accounts 
are excluded from the consolidated statements of income, comprehensive income   
and cash flows.                                                                 

INSURANCE CONTRACTS                                                             

The insurance contracts accounted for in these consolidated financial statements
include both long-duration and short-duration contracts.                        

Long-duration contracts include traditional whole life, term life, limited      
payment, endowment, guaranteed renewable term life, participating life,         
universal life, variable universal life, fixed and variable annuities,          
equity-indexed annuities, single premium immediate annuities, structured        
settlements, terminal funding annuities, and GICs. Long-duration contracts      
generally require the performance of various functions and services over a      
period of more than one year. The contract provisions generally cannot be       
changed or canceled by the insurer during the contract period; however, many    
contracts issued by the Company allow the insurer to revise certain elements    
used in determining premium rates or policy benefits, subject to guarantees     
stated in the contracts.                                                        

Short-duration contracts include group life, accident and health and credit     
insurance policies. These contracts provide insurance protection for a fixed    
period of short-duration which enables the insurer to cancel or adjust the      
provisions of the contract at the end of any contract period, such as adjusting 
the amount of premiums charged or coverage provided.                            

FUTURE POLICY BENEFITS                                                          

The liability for future policy benefits is established using assumptions       
described in Note 8 herein. Future policy benefits primarily include reserves   
for traditional life and annuity payout contracts, which represent an estimate  
of the present value of future benefits less the present value of future net    
premiums. Included in future policy benefits are liabilities for annuities      
issued in structured settlement arrangements whereby a claimant has agreed to   
settle a general insurance claim in exchange for fixed payments over a fixed    
determinable period of time with a life contingency feature.                    

Periodically, the Company evaluates estimates used in establishing liabilities  
for future policy benefits for life and accident and health insurance contracts,
which include liabilities for certain payout annuities. The Company also        
evaluates estimates used in amortizing DAC, VOBA and sales inducement assets for
these products. The Company evaluates these estimates against actual experience 
and adjusts them based on management judgment regarding mortality, morbidity,   
persistency, maintenance expenses, and investment returns.                      

For long duration traditional business, a "lock-in" principle applies. The      
assumptions used to calculate the benefit liabilities and DAC are set when a    
policy is issued and do not change with changes in actual experience, unless a  
loss recognition event occurs. These assumptions include margins for adverse    
deviation in the event that actual experience might deviate from these          
assumptions.                                                                    

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As the Company experiences changes over time, it updates the assumptions to     
reflect these observed changes. Because of the long term nature of many of its  
liabilities subject to the "lock-in" principle, small changes in certain        
assumptions may cause large changes in the degree of reserve adequacy. In       
particular, changes in estimates of future invested asset returns have a large  
effect on the degree of reserve deficiency. If observed changes in actual       
experience or estimates result in projected future losses under loss recognition
testing, the Company adjusts DAC through amortization expense, and may record   
additional liabilities through a charge to policyholder benefit expense. Once   
loss recognition has been recorded for a block of business, the old assumption  
set is replaced and the assumption set used for the loss recognition would then 
be subject to the lock-in principle.                                            

Future policy benefits also include certain guaranteed benefits of variable     
annuity products that are not embedded derivatives, primarily guaranteed minimum
death benefits ("GMDB") and to a lesser extent, guaranteed minimum income       
benefits ("GMIB"). The liabilities for GMDB and GMIB represent the expected     
value of the guaranteed benefits in excess of the projected account value, with 
the excess recognized ratably over the accumulation period based on total       
expected assessments, through policyholder benefits. Management regularly       
evaluates estimates used and adjusts the GMDB and GMIB liabilities included     
within future policy benefits, with a related charge or credit to policyholder  
benefits, if actual experience or other evidence suggests that earlier          
assumptions should be revised. See Note 8 for additional information on GMDB and
GMIB.                                                                           

POLICYHOLDER CONTRACT DEPOSITS                                                  

The liability for policyholder contract deposits is recorded at accumulated     
value (deposits received and net transfers from separate accounts, plus accrued 
interest, less withdrawals and assessed fees). Deposits collected on            
investment-oriented products are not reflected as revenues, as they are recorded
directly to policyholder contract deposits upon receipt. Policyholder contract  
deposits also include the Company's liability for (i) certain guaranteed        
benefits and equity-indexed features accounted for as embedded derivatives at   
fair value, (ii) annuities issued in a structured settlement arrangement with no
life contingency and (iii) certain contracts the Company has elected to account 
for at fair value.                                                              

Guaranteed benefit and equity-indexed features accounted for as embedded policy 
derivatives are bifurcated from the host contracts and accounted for separately 
at fair value, with changes in fair value recognized in net realized investment 
gains (losses) in the consolidated statements of income. These include          
guaranteed minimum withdrawal benefits ("GMWB"), guaranteed minimum account     
value ("GMAV") as well as equity-indexed annuities and equity-indexed universal 
life contracts, which offer a guaranteed minimum interest rate plus a contingent
return based on some internal or external equity index.                         

In addition, certain GIC contracts contain embedded derivatives that are        
bifurcated and carried at fair value in policyholder contract deposits with the 
change in fair value recorded in policy holder benefits. See Note 3 for         
discussion of the fair value measurement of embedded policy derivatives and Note
8 for additional information on guaranteed benefit features.                    

POLICY CLAIMS AND BENEFITS PAYABLE                                              

Policy claims and benefits payable include amounts representing: (i) the actual 
in-force amounts for reported life claims and an estimate of incurred but not   
reported ("IBNR") claims; and (ii) an estimate, based upon prior experience, for
accident and health reported and IBNR losses. The methods of making such        
estimates and establishing the resulting reserves are continually reviewed and  
updated and any adjustments are reflected in current period income.             

The Company is now taking enhanced measures to, among other things, routinely   
match policyholder records with the Social Security Administration Death Master 
File ("SSDMF") to determine if its insured parties, annuitants, or retained     
account holders have died and to locate beneficiaries when a claim is payable.  
If the beneficiary/account owner does not make contact with the Company within  
120 days, the Company will conduct a "Thorough Search" to locate the            
beneficiary/account owner. A "Thorough Search" includes at least three attempts 
in writing to contact the beneficiary and if unsuccessful, at least one contact 
attempt using a phone number and/or email address in Company records.           

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OTHER POLICYHOLDER FUNDS                                                        

Other policyholder funds are reported at cost and include any policyholder funds
on deposit that encompass premium deposits and similar items, including         
liabilities for dividends arising out of participating business, reserves for   
experience-rated group products and unearned revenue reserves ("URR"). Premium  
deposit funds represent a liability for premiums received in advance of their   
due dates. Such premiums are allowed to accumulate with interest until they are 
due, at which time the premiums are applied to the underlying policies.         

Other policyholder funds include provisions for future dividends to             
participating policyholders, accrued in accordance with all applicable          
regulatory or contractual provisions. The amount of annual dividends to be paid 
is approved locally by the boards of directors of the insurance companies.      
Provisions for future dividend payments are computed by jurisdiction, reflecting
local regulations. The portions of current and prior net income and of current  
unrealized appreciation of investments that can inure to the Company's benefit  
are restricted in some cases by the insurance contracts and by the local        
insurance regulations of the jurisdictions in which the policies are in force.  

Certain products are subject to experience adjustments. These include group life
and group medical products, credit life contracts, accident and health insurance
contracts/riders attached to life policies and, to a limited extent, reinsurance
agreements with other direct insurers. Ultimate premiums from these contracts   
are estimated and recognized as revenue, and the unearned portions of the       
premiums recorded as liabilities. Experience adjustments vary according to the  
type of contract and the territory in which the policy is in force and are      
subject to local regulatory guidance.                                           

URR consists of front end loads on interest sensitive contracts, representing   
those policy loads that are non-level and typically higher in initial policy    
years than in later policy years. Front end loads for interest sensitive life   
insurance policies are generally deferred and amortized, with interest, in      
relation to the incidence of EGPs to be realized over the estimated lives of the
contracts and are subject to the same adjustments due to changes in the         
assumptions underlying EGPs as DAC.                                             

Liabilities for dividends arise from participating products issued by the       
Company. Participating products are those which share in the earnings of the    
Company based on provisions within the insurance contracts sold. These dividends
are declared annually by the Company's Board of Directors and may be paid in    
cash, or they may be applied to reduce future premiums or purchase additional   
benefits, or they may be left to accumulate with interest until a later date. In
addition, certain participating whole life insurance contracts are subject to   
unique participating policyholder dividend requirements that are imposed by     
state law. As such, the Company establishes an additional liability because it  
is required by statute to return 90 percent of the profits from the contracts to
the policyholders in the form of policyholder dividends which will be paid in   
the future but are not yet payable. The profits used in the liability           
calculation consist of discrete components for operating income, realized gains 
and losses and unrealized gains and losses pertaining to the policies and the   
assets supporting them. The impact of the unrealized gains and losses component 
is recorded through other comprehensive income.                                 

NOTES PAYABLE                                                                   

Notes payable are carried at the principal amount borrowed, including           
unamortized discounts and fair value adjustments, where applicable, except for  
certain notes payable - to affiliates, for which the company has elected the    
fair value option. The change in fair value of notes for which the fair value   
option has been elected is recorded in other income in the consolidated         
statements of income. See Note 3 for discussion of fair value measurement.      

PREMIUM RECOGNITION                                                             

Premiums for long-duration life insurance products and life contingent annuities
are recognized as revenues when due. Estimates for premiums due but not yet     
collected are accrued. For limited-payment contracts, net premiums are recorded 
as revenue. The difference between the gross received and the net premium is    
deferred and recognized in policyholder benefits in the consolidated statements 
of income.                                                                      

Premiums on accident and health policies are reported as earned over the        
contract term. The portion of accident and health premiums which is not earned  
at the end of a reporting period is recorded as reserves for unearned premiums  
within future policy benefits in the consolidated balance sheets. The Company   
estimates and accrues group premiums due but not yet collected.                 

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POLICY FEES                                                                     

Policy fees represent fees recognized from universal life and investment-type   
products consisting of policy charges for cost of insurance, policy             
administration charges, surrender charges and amortization of unearned revenue  
reserves.                                                                       

NET INVESTMENT INCOME                                                           

Net investment income represents income primarily from the following sources:   

 o     Interest income and related expenses, including amortization of
        premiums and accretion of discounts on bonds with changes in the
           timing and the amount of expected principal and interest cash flows
reflected in the yield, as applicable.                  

   o     Dividend income from common and preferred stock and distributions
           from other investments, including distributions from private equity
         funds and hedge funds that are not accounted for under the equity
method.                                                 

     o     Realized and unrealized gains and losses from investments for which
the fair value option has been elected.                 

o     Earnings from private equity funds and hedge fund investments 
accounted for under the equity method.                  

o     Interest income on mortgage, policy and other loans.          

NET REALIZED CAPITAL GAINS AND LOSSES                                           

Net realized capital gains and losses are determined by specific identification.
The net realized capital gains and losses are generated primarily from the      
following sources:                                                              

   o     Sales of available for sale fixed maturity and equity securities,
            real estate, investments in private equity funds and hedge funds and
other types of investments.                             

   o     Reductions to the cost basis of available for sale fixed maturity
   and equity securities and certain other invested assets for
other-than-temporary impairments.                       

   o     Changes in fair value of derivatives except for those instruments
         that are designated as hedging instruments when the change in the
     fair value of the hedged item is not reported in net realized
capital gains and losses.                               

o     Exchange gains and losses resulting from foreign currency     
transactions.                                           

OTHER INCOME                                                                    

Other income primarily includes fees and commissions from securities brokerage  
advisory fee income from the broker dealer business, income from legal          
settlements and aircraft leasing revenue. Aircraft leasing revenue from flight  
equipment under operating leases is recognized over the life of the leases as   
rental payments become receivable under the provisions of the leases or, in the 
case of leases with varying payments, under the straight-line method over the   
noncancelable term of the leases. In certain cases, leases provide for          
additional payments contingent on usage. In those cases, rental revenue is      
recognized at the time such usage occurs, net of estimated future contractual   
aircraft maintenance reimbursements. Gains on sales of flight equipment are     
recognized when flight equipment is sold and the risk of ownership of the       
equipment is passed to the new owner.                                           

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INCOME TAXES                                                                    

Deferred tax assets and liabilities are established for temporary differences   
between the financial reporting basis and the tax basis of assets and           
liabilities, at the enacted tax rates expected to be in effect when the         
temporary differences reverse. The effect of a tax rate change is recognized in 
income in the period of enactment. State income taxes are included in income tax
expense.                                                                        

See Note 13 for discussion of the valuation allowance for deferred tax assets.  

RECENT ACCOUNTING STANDARDS                                                     

FUTURE APPLICATION OF ACCOUNTING STANDARDS                                      

Investment Company Guidance                                                     

In June 2013, the Financial Accounting Standards Board ("FASB") issued an       
accounting standard that amends the criteria a company must meet to qualify as  
an investment company, clarifies the measurement guidance, and requires new     
disclosures for investment companies. An entity that is regulated by the        
Securities and Exchange Commission ("SEC") under the Investment Company Act of  
1940 (the "1940 Act") qualifies as an investment company. Entities that are not 
regulated under the 1940 Act must have certain fundamental characteristics and  
must consider other characteristics to determine whether they qualify as        
investment companies. An entity's purpose and design should be considered when  
making the assessment.                                                          

The standard is effective for fiscal years and interim periods beginning after  
December 15, 2013. Earlier adoption is prohibited. An entity that no longer     
meets the requirements to be an investment company as a result of this standard 
should present the change in its status as a cumulative-effect adjustment to    
retained earnings as of the beginning of the period of adoption. An entity that 
is an investment company should apply the guidance prospectively as an          
adjustment to opening net assets as of the effective date. The adjustment to net
assets represents both the difference between the fair value and the carrying   
amount of the entity's investments and any amount previously recognized in      
accumulated other comprehensive income. The Company plans to adopt the standard 
on its required effective date of January 1, 2014 and does not expect the       
adoption of the standard to have a material effect on its consolidated financial
condition, results of operations or cash flows.                                 

Presentation of Unrecognized Tax Benefits                                       

In July 2013, the FASB issued an accounting standard that requires a liability  
related to unrecognized tax benefits to be presented as a reduction to the      
related deferred tax asset for a net operating loss carryforward or a tax credit
carryforward (the "Carryforwards"). When the Carryforwards are not available at 
the reporting date under the tax law of the applicable jurisdiction or the tax  
law of the applicable jurisdiction does not require, and the entity does not    
intend to use, the deferred tax asset for such purpose, the unrecognized tax    
benefit will be presented in the financial statements as a liability and will   
not be combined with the related deferred tax assets.                           

The standard is effective for fiscal years and interim periods beginning after  
December 15, 2013, but earlier adoption is permitted. Upon adoption, the        
standard should be applied prospectively to unrecognized tax benefits that      
existed at the effective date. Retrospective application is permitted. The      
Company plans to adopt the standard prospectively on its required effective date
of January 1, 2014 and does not expect the adoption of the standard to have a   
material effect on its consolidated financial condition, results of operations  
and cash flows.                                                                 

Accounting for Investments in Qualified Affordable Housing Projects             

In January 2014, the FASB issued an accounting standard that revises the        
accounting and expands the disclosure requirements for investments in qualified 
affordable housing projects. The standard is effective for annual periods       
beginning after December 15, 2014, but early adoption is permitted. The Company 
plans to adopt the standard prospectively on its required effective date of     
January 1, 2015 and does not expect adoption of the standard to have a material 
effect on the Company's consolidated financial condition, results of operations 
or cash flows.                                                                  

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THE COMPANY ADOPTED THE FOLLOWING ACCOUNTING STANDARDS DURING 2013:             

Testing Indefinite-Lived Intangible Assets for Impairment                       

In July 2012, the FASB issued an accounting standard that allows a company, as a
first step in an impairment review, to assess qualitatively whether it is more  
likely than not that an indefinite-lived intangible asset is impaired. The      
Company is not required to calculate the fair value of an indefinite-lived      
intangible asset and perform a quantitative impairment test unless it           
determines, based on the results of the qualitative assessment, that it is more 
likely than not the asset is impaired.                                          

The standard became effective for annual and interim impairment tests performed 
for fiscal years beginning after September 15, 2012. The Company adopted the    
standard on its required effective date of January 1, 2013. The adoption of this
standard did not have a material effect on the Company's consolidated financial 
condition, results of operations or cash flows.                                 

Disclosures about Offsetting Assets and Liabilities                             

In January 2013, the FASB issued an accounting standard that clarifies the scope
of transactions subject to disclosures about offsetting assets and liabilities. 
The standard applies to derivatives, repurchase agreements and reverse          
repurchase agreements, and securities borrowing and securities lending          
transactions that are offset either in accordance with specific criteria        
contained in the FASB Accounting Standards Codification ("ASC") or subject to a 
master netting arrangement or similar agreement.                                

The standard became effective for fiscal years and interim periods beginning on 
or after January 1, 2013. The Company adopted the standard on its required      
effective date of January 1, 2013 and applied it retrospectively to all         
comparative periods presented. The adoption of this standard did not have a     
material effect on the Company's consolidated financial condition, results of   
operations or cash flows.                                                       

Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income 

In February 2013, the FASB issued an accounting standard which requires the     
Company to disclose the effect of reclassifying significant items out of        
accumulated other comprehensive income on the respective line items of net      
income or to provide a cross-reference to other disclosures required under GAAP.

The standard became effective for annual and interim reporting periods beginning
after December 15, 2012. The Company adopted the standard on its required       
effective date of January 1, 2013. The adoption of this standard did not have   
any effect on the Company's consolidated financial condition, results of        
operations or cash flows.                                                       

Inclusion of the Federal Funds Effective Swap Rate as a Benchmark Interest Rate 
for Hedge Accounting Purposes                                                   

In July 2013, the FASB issued an accounting standard that permits the Federal   
Funds Effective Swap Rate (or Overnight Index Swap Rate) to be used as a U.S.   
benchmark interest rate for hedge accounting purposes in addition to U.S.       
Treasury rates and London Interbank Offered Rate ("LIBOR"). The standard also   
removes the prohibition on the use of differing benchmark rates when entering   
into similar hedging relationships.                                             

The standard became effective on a prospective basis for qualifying new or      
redesignated hedging relationships entered into on or after July 17, 2013 to the
extent the Federal Funds Effective Swap Rate is used as a U.S. benchmark        
interest rate for hedge accounting purposes. The Company adopted the standard on
its effective date of July 17, 2013. The adoption of this standard had no       
material effect on the Company's consolidated financial condition, results of   
operations or cash flows.                                                       

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3. FAIR VALUE MEASUREMENTS                                                      

Fair Value Measurements on a Recurring Basis                                    

The Company carries certain financial instruments at fair value. The Company    
defines the fair value of a financial instrument as the amount that would be    
received from the sale of an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. The Company is 
responsible for the determination of the value of the investments carried at    
fair value and the supporting methodologies and assumptions.                    

The degree of judgment used in measuring the fair value of financial instruments
generally inversely correlates with the level of observable valuation inputs.   
The Company maximizes the use of observable inputs and minimizes the use of     
unobservable inputs when measuring fair value. Financial instruments with quoted
prices in active markets generally have more pricing observability and less     
judgment is used in measuring fair value. Conversely, financial instruments for 
which no quoted prices are available have less observability and are measured at
fair value using valuation models or other pricing techniques that require more 
judgment. Pricing observability is affected by a number of factors, including   
the type of financial instrument, whether the financial instrument is new to the
market and not yet established, the characteristics specific to the transaction,
liquidity and general market conditions.                                        

Fair Value Hierarchy                                                            

Assets and liabilities recorded at fair value in the consolidated balance sheets
are classified in accordance with a fair value hierarchy consisting of three    
"levels" based on the observability of inputs available in the marketplace used 
to measure the fair values as discussed below:                                  

o     Level 1: Fair value measurements based on quoted prices (unadjusted) in   
   active markets that the Company has the ability to access for identical
assets or liabilities. Market price data generally is obtained from 
    exchange or dealer markets. The Company does not adjust the quoted price
for such instruments.                                               

o     Level 2: Fair value measurements based on inputs other than quoted prices 
included in Level 1, that are observable for the asset or liability,
   either directly or indirectly. Level 2 inputs include quoted prices for
similar assets and liabilities in active markets, quoted prices for 
      identical or similar assets or liabilities in markets that are not active,
    and inputs other than quoted prices that are observable for the asset or
     liability, such as interest rates and yield curves that are observable at
commonly quoted intervals.                                          

o     Level 3: Fair value measurements based on valuation techniques that use   
      significant inputs that are unobservable. Both observable and unobservable
      inputs may be used to determine the fair values of positions classified in
    Level 3. The circumstances for using these measurements include those in
      which there is little, if any, market activity for the asset or liability.
   Therefore, the Company must make certain assumptions as to the inputs a
hypothetical market participant would use to value that asset or    
  liability. In certain cases, the inputs used to measure fair value may
   fall into different levels of the fair value hierarchy. In those cases,
the level in the fair value hierarchy within which the fair value   
     measurement in its entirety falls is determined based on the lowest level
    input that is significant to the fair value measurement in its entirety.

Valuation Methodologies                                                         

The following is a description of the valuation methodologies used for          
instruments carried at fair value. These methodologies are applied to assets and
liabilities across the levels noted above, and it is the observability of the   
inputs used that determines the appropriate level in the fair value hierarchy   
for the respective asset or liability.                                          

Incorporation of Credit Risk in Fair Value Measurements                         

o     The Company's Own Credit Risk. Fair value measurements for certain        
 freestanding derivatives incorporate the Company's own credit risk by
      determining the explicit cost for each counterparty to protect against its
     net credit exposure to the Company at the balance sheet date by reference
 to observable AIG credit default swap ("CDS") or cash bond spreads. A
      derivative counterparty's net credit exposure to the Company is determined
based on master netting agreements, when applicable, which take into
consideration all derivative positions with the                     
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      Company, as well as collateral posted by the Company with the counterparty
 at the balance sheet date. The Company calculates the effect of these
credit spread changes using discounted cash flow techniques that    
incorporate current market interest rates.                          

o     Counterparty Credit Risk. Fair value measurements for freestanding        
derivatives incorporate counterparty credit risk by determining the 
    explicit cost for the Company to protect against its net credit exposure
     to each counterparty at the balance sheet date by reference to observable
counterparty CDS spreads, when available. When not available, other 
   directly or indirectly observable credit spreads will be used to derive
    the best estimates of the counterparty spreads. The Company's net credit
exposure to a counterparty is determined based on master netting    
   agreements, which take into consideration all derivative positions with
     the counterparty, as well as collateral posted by the counterparty at the
balance sheet date.                                                 

Fair values for fixed maturity securities based on observable market prices for 
identical or similar instruments implicitly incorporate counterparty credit     
risk. Fair values for fixed maturity securities based on internal models        
incorporate counterparty credit risk by using discount rates that take into     
consideration cash issuance spreads for similar instruments or other observable 
information.                                                                    

The cost of credit protection is determined under a discounted present value    
approach considering the market levels for single name CDS spreads for each     
specific counterparty, the mid market value of the net exposure (reflecting the 
amount of protection required) and the weighted average life of the net         
exposure. CDS spreads are provided to the Company by an independent third party.
The Company utilizes an interest rate based on the benchmark LIBOR curve to     
derive its discount rates.                                                      

While this approach does not explicitly consider all potential future behavior  
of the derivative transactions or potential future changes in valuation inputs, 
management believes this approach provides a reasonable estimate of the fair    
value of the assets and liabilities, including consideration of the impact of   
non-performance risk.                                                           

Fixed Maturity Securities                                                       

Whenever available, the Company obtains quoted prices in active markets for     
identical assets at the balance sheet date to measure fixed maturity securities 
at fair value in its available for sale and trading portfolios. Market price    
data is generally obtained from dealer markets.                                 

The Company employs independent third-party valuation service providers to      
gather, analyze, and interpret market information to derive fair value estimates
for individual investments based upon market-accepted methodologies and         
assumptions. The methodologies used by these independent third-party valuation  
services are reviewed and understood by the Company's management, through       
periodic discussion with and information provided by the valuation services. In 
addition, as discussed further below, control processes are applied to the fair 
values received from third-party valuation services to ensure the accuracy of   
these values.                                                                   

Valuation service providers typically obtain data about market transactions and 
other key valuation model inputs from multiple sources and, through the use of  
widely accepted valuation methodologies, which may utilize matrix pricing,      
financial models, accompanying model inputs and various assumptions, provide a  
single fair value measurement for individual securities. The inputs used by the 
valuation service providers include, but are not limited to, market prices from 
completed transactions for identical securities and transactions of comparable  
securities, benchmark yields, interest rate yield curves, credit spreads,       
currency rates, quoted prices for similar securities and other market-          
observable information, as applicable. If fair value is determined using        
financial models, these models generally take into account, among other things, 
market observable information as of the measurement date as well as the specific
attributes of the security being valued, including its term, interest rate,     
credit rating, industry sector, and when applicable, collateral quality and     
other security or issuer-specific information. When market transactions or other
market observable data is limited, the extent to which judgment is applied in   
determining fair value is greatly increased.                                    

The Company has control processes designed to ensure that the fair values       
received from third party valuation services are accurately recorded, that their
data inputs and valuation techniques are appropriate and consistently applied   
and that the assumptions used appear reasonable and consistent with the         
objective of determining fair value. The Company assesses the reasonableness of 
individual security values received from valuation service providers            

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through various analytical techniques, and has procedures to escalate related   
questions internally and to the third party valuation services for resolution.  
To assess the degree of pricing consensus among various valuation services for  
specific asset types, the Company has conducted comparisons of prices received  
from available sources. Management has used these comparisons to establish a    
hierarchy for the fair values received from third party valuations services to  
be used for particular security classes. The Company also validates prices for  
selected securities through reviews by members of management who have relevant  
expertise and who are independent of those charged with executing investing     
transactions.                                                                   

When the Company's third-party valuation service providers are unable to obtain 
sufficient market observable information upon which to estimate the fair value  
for a particular security, fair value is determined either by requesting brokers
who are knowledgeable about these securities to provide a price quote, which is 
generally non-binding, or by employing widely accepted valuation models. Broker 
prices may be based on an income approach, which converts expected future cash  
flows to a single present value amount, with specific consideration of inputs   
relevant to particular security types. For structured securities, such inputs   
may include ratings, collateral types, geographic concentrations, underlying    
loan vintages, loan delinquencies, and weighted average coupons and maturities. 
When the volume or level of market activity for a security is limited, certain  
inputs used to determine fair value may not be observable in the market. Broker 
prices may also be based on a market approach that considers recent transactions
involving identical or similar securities. Fair values provided by brokers are  
subject to similar control processes to those noted above for fair values from  
third party valuation services, including management reviews. For those         
corporate debt instruments (for example, private placements) that are not traded
in active markets or that are subject to transfer restrictions, valuations are  
adjusted to reflect illiquidity and non-transferability, and such adjustments   
generally are based on available market evidence. When observable price         
quotations are not available, fair value is determined based on discounted cash 
flow models using discount rates based on credit spreads, yields or price levels
of comparable securities, adjusted for illiquidity and structure. Fair values   
determined internally are also subject to management review in order to ensure  
that valuation models and related inputs are reasonable.                        

The methodology above is relevant for all fixed maturity securities including   
RMBS, CMBS, CDOs, other ABS and fixed maturity securities issued by government  
sponsored entities and corporate entities.                                      

Equity Securities Traded in Active Markets                                      

Whenever available, the Company obtains quoted prices in active markets for     
identical assets at the balance sheet date to measure at fair value equity      
securities in its available for sale and trading portfolios. Market price data  
is generally obtained from exchange or dealer markets.                          

Other Invested Assets                                                           

The Company initially estimates the fair value of investments in certain hedge  
funds, private equity funds and other investment partnerships by reference to   
the transaction price. Subsequently, the Company generally obtains the fair     
value of these investments from net asset value information provided by the     
general partner or manager of the investments, the financial statements of which
are generally audited annually. The Company considers observable market data and
performs certain control procedures to validate the appropriateness of using the
net asset value as a fair value measurement.                                    

Short-Term Investments                                                          

For short-term investments that are measured at fair value, the carrying values 
of these assets approximate fair values because of the relatively short period  
of time between origination and expected realization, and their limited exposure
to credit risk.                                                                 

Separate Account Assets                                                         

Separate account assets are composed primarily of registered and unregistered   
open-end mutual funds that generally trade daily and are measured at fair value 
in the manner discussed above for equity securities traded in active markets.   

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Freestanding Derivatives                                                        

Derivative assets and liabilities can be exchange-traded or traded              
over-the-counter ("OTC"). The Company generally values exchange-traded          
derivatives using quoted prices in active markets for identical derivatives at  
the balance sheet date.                                                         

OTC derivatives are valued using market transactions and other observable market
evidence whenever possible, including market-based inputs to models, model      
calibration to market clearing transactions, broker or dealer quotations or     
alternative pricing sources with reasonable levels of price transparency. When  
models are used, the selection of a particular model to value an OTC derivative 
depends on the contractual terms of, and specific risks inherent in the         
instrument, as well as the availability of pricing information in the market.   
The Company generally uses similar models to value similar instruments.         
Valuation models require a variety of inputs, including contractual terms,      
market prices and rates, yield curves, credit curves, measures of volatility,   
prepayment rates and correlations of such inputs. For OTC derivatives that trade
in liquid markets, such as swaps and options, model inputs can generally be     
corroborated by observable market data by correlation or other means, and model 
selection does not involve significant management judgment.                     

For certain OTC derivatives that trade in less liquid markets, where we         
generally do not have corroborating market evidence to support significant model
inputs and cannot verify the model to market transactions, the transaction price
may provide the best estimate of fair value. Accordingly, when a pricing model  
is used to value such an instrument, the model is adjusted so the model value at
inception equals the transaction price. The Company will update valuation inputs
in these models only when corroborated by evidence such as similar market       
transactions, third party pricing services and/or broker or dealer quotations,  
or other empirical market data. When appropriate, valuations are adjusted for   
various factors such as liquidity, bid/offer spreads and credit considerations. 
Such adjustments are generally based on available market evidence. In the       
absence of such evidence, management's best estimate is used.                   

Embedded Policy Derivatives Included in Policyholder Contract Deposits          

Certain variable annuity and equity-indexed annuity and life contracts contain  
embedded policy derivatives that the Company bifurcates from the host contracts 
and accounts for separately at fair value, with changes in fair value recognized
in earnings. The Company concluded these contracts contain (i) written option   
guarantees on minimum accumulation value, (ii) a series of written options that 
guarantee withdrawals from the highest anniversary value within a specific      
period or for life, or (iii) equity-indexed written options that meet the       
criteria of derivatives that must be bifurcated.                                

The fair value of embedded policy derivatives contained in certain variable     
annuity and equity-indexed annuity and life contracts is measured based on      
actuarial and capital market assumptions related to projected cash flows over   
the expected lives of the contracts. These cash flow estimates primarily include
benefits and related fees assessed, when applicable, and incorporate            
expectations about policyholder behavior. Estimates of future policyholder      
behavior are subjective and based primarily on the Company's historical         
experience.                                                                     

With respect to embedded policy derivatives in the Company's variable annuity   
contracts, because of the dynamic and complex nature of the expected cash flows,
risk neutral valuations are used. Estimating the underlying cash flows for these
products involves judgments regarding expected market rates of return, market   
volatility, correlations of market index returns to funds, fund performance,    
discount rates and policyholder behavior.                                       

With respect to embedded policy derivatives in the Company's equity-indexed life
and annuity contracts, option pricing models are used to estimate fair value,   
taking into account assumptions for future equity index growth rates, volatility
of the equity index, future interest rates, and determinations on adjusting the 
participation rate and the cap on equity-indexed credited rates in light of     
market conditions and policyholder behavior assumptions. This methodology       
incorporates an explicit risk margin to take into consideration market          
participant estimates of projected cash flows and policyholder behavior.        

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 AMERICAN GENERAL LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company incorporates its own risk of non-performance in the valuation of the
embedded policy derivatives associated with variable annuity and equity-indexed 
annuity and life contracts. Expected cash flows are discounted using the        
interest rate swap curve ("swap curve"), which is commonly viewed as being      
consistent with the credit spreads for highly-rated financial institutions (S&P 
AA-rated or above). A swap curve shows the fixed-rate leg of a non-complex swap 
against the floating rate (e.g. LIBOR) leg of a related tenor. The swap curve is
adjusted, as necessary, for anomalies between the swap curve and the U.S.       
Treasury yield curve. The non-performance risk adjustment reflects a market     
participant's view of the Company's claims-paying ability by incorporating an   
additional spread to the swap curve used to value embedded policy derivatives.  

Assets and Liabilities Measured at Fair Value on a Recurring Basis              

The following tables present information about assets and liabilities measured  
at fair value on a recurring basis and indicate the level of the fair value     
measurement based on the observability of the inputs used:                      

                                                        [Enlarge/Download Table]

                                                                                  Counterparty       Cash                     
At December 31, 2013                      Level 1       Level 2       Level 3      Netting (a)   Collateral (b)     Total     
                                       ------------  ------------  ------------   ------------   -------------   ------------ 
                                                                            (in millions)                                     
                                                                                                                              
ASSETS:                                                                                                                       
Bonds available for sale:                                                                                                     
    U.S. government and government                                                                                            
     sponsored entities                $         --  $        374  $         --   $         --   $          --   $        374 
    Obligations of states,                                                                                                    
     municipalities and                                                                                                       
     political subdivisions                      --         1,575           754             --              --          2,329 
    Non-U.S. governments                         --         2,347            --             --              --          2,347 
    Corporate debt                               --        68,335           724             --              --         69,059 
    RMBS                                         --         8,338         6,587             --              --         14,925 
    CMBS                                         --         1,668         2,448             --              --          4,116 
    CDO/ABS                                      --         1,593         3,405             --              --          4,998 
                                       ------------  ------------  ------------   ------------   -------------   ------------ 
Total bonds available for sale                   --        84,230        13,918             --              --         98,148 
                                       ------------  ------------  ------------   ------------   -------------   ------------ 
Other bond securities:                                                                                                        
    U.S. government and government                                                                                            
      sponsored entities                         --           903            --             --              --            903 
    RMBS                                         --           119           213             --              --            332 
    CMBS                                         --            30           126             --              --            156 
    CDO/ABS                                      --            30         1,031             --              --          1,061 
                                       ------------  ------------  ------------   ------------   -------------   ------------ 
Total other bond securities                      --         1,082         1,370             --              --          2,452 
                                       ------------  ------------  ------------   ------------   -------------   ------------ 
Equity securities available for sale:                                                                                         
    Common stock                                  7            --            --             --              --              7 
    Preferred stock                              --            22            --             --              --             22 
                                       ------------  ------------  ------------   ------------   -------------   ------------ 
Total equity securities available                                                                                             
 for sale                                         7            22            --             --              --             29 
                                       ------------  ------------  ------------   ------------   -------------   ------------ 
Other common and preferred stock                538            --            --             --              --            538 
Other invested assets (c)                         1           917         2,305             --              --          3,223 
Short-term investments (d)                      215         2,520            --             --              --          2,735 
Investment in AIG                                 5            --            --             --              --              5 
Derivative assets:                                                                                                            
     Interest rate contracts                      9           768            19             --              --            796 
     Equity contracts                           107            33            47             --              --            187 
     Other contracts                             --            --            10             --              --             10 
     Counterparty netting and                                                                                                 
      cash collateral                            --            --            --           (108)           (378)          (486)
                                       ------------  ------------  ------------   ------------   -------------   ------------ 
Total derivative assets                         116           801            76           (108)           (378)           507 
                                       ------------  ------------  ------------   ------------   -------------   ------------ 
Separate account assets                      34,018         1,683            --             --              --         35,701 
                                       ------------  ------------  ------------   ------------   -------------   ------------ 
            Total                      $     34,900  $     91,255  $     17,669   $       (108)  $        (378)  $    143,338 
                                       ============  ============  ============   ============   =============   ============ 
LIABILITIES:                                                                                                                  
Policyholder contract deposits (e)     $         --  $        120  $        247   $         --   $          --   $        367 
Notes payable to affiliates, net                 --            --           211             --              --            211 
Derivative liabilities:                                                                                                       
     Interest rate contracts                     --           652            13             --              --            665 
     Counterparty netting and                                                                                                 
      cash collateral                            --            --            --           (108)            (23)          (131)
                                       ------------  ------------  ------------   ------------   -------------   ------------ 
Total derivative liabilities                     --           652            13           (108)            (23)           534 
                                       ------------  ------------  ------------   ------------   -------------   ------------ 
            Total                      $         --  $        772  $        471   $       (108)  $         (23)  $      1,112 
                                       ============  ============  ============   ============   =============   ============ 

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 AMERICAN GENERAL LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                        [Enlarge/Download Table]

                                                                                  Counterparty       Cash                     
At December 31, 2012                      Level 1       Level 2       Level 3      Netting (a)   Collateral (b)      Total    
                                       ------------  ------------  ------------   ------------   -------------    ----------- 
                                                                            (in millions)                                     
                                                                                                                              
ASSETS:                                                                                                                       
Bonds available for sale:                                                                                                     
    U.S. government and government                                                                                            
     sponsored entities                $         --  $        515  $         --   $         --   $         --    $        515 
    Obligations of states,                                                                                                    
     municipalities and                                                                                                       
     political subdivisions                      --         1,621           633             --             --           2,254 
    Non-U.S. governments                         --         2,552            --             --             --           2,552 
    Corporate debt                               --        74,688         1,058             --             --          75,746 
    RMBS                                         --         9,972         4,957             --             --          14,929 
    CMBS                                         --         1,720         2,205             --             --           3,925 
    CDO/ABS                                      --         1,745         2,654             --             --           4,399 
                                       ------------  ------------  ------------   ------------   ------------    ------------ 
Total bonds available for sale                   --        92,813        11,507             --             --         104,320 
                                       ------------  ------------  ------------   ------------   ------------    ------------ 
Other bond securities:                                                                                                        
    U.S. government and government                                                                                            
     sponsored entities                          48           858            --             --             --             906 
    RMBS                                         --           117           127             --             --             244 
    CMBS                                         --            15            41             --             --              56 
    CDO/ABS                                      --             8           113             --             --             121 
                                       ------------  ------------  ------------   ------------   ------------    ------------ 
Total other bond securities                      48           998           281             --             --           1,327 
                                       ------------  ------------  ------------   ------------   ------------    ------------ 
Equity securities available for sale:                                                                                         
    Common stock                                 17            --             9             --             --              26 
    Preferred stock                              --            31            26             --             --              57 
                                       ------------  ------------  ------------   ------------   ------------    ------------ 
Total equity securities available                                                                                             
 for sale                                        17            31            35             --             --              83 
                                       ------------  ------------  ------------   ------------   ------------    ------------ 
Other common and preferred stock                562            --            --             --             --             562 
Other invested assets (c)                         1           404         1,905             --             --           2,310 
Short-term investments (d)                       90         3,103            --             --             --           3,193 
Investment in AIG                                 4            --            --             --             --               4 
Derivative assets:                                                                                                            
     Interest rate contracts                      1         1,283            --             --             --           1,284 
     Foreign exchange contracts                  --            15            --             --             --              15 
     Equity contracts                            64            32            21             --             --             117 
     Other contracts                             --            --             2             --             --               2 
     Counterparty netting and cash                                                                                            
       collateral                                --            --            --           (230)          (433)           (663)
                                       ------------  ------------  ------------   ------------   ------------    ------------ 
Total derivative assets                          65         1,330            23           (230)          (433)            755 
                                       ------------  ------------  ------------   ------------   ------------    ------------ 
Separate account assets                      26,642         1,300            --             --             --          27,942 
                                       ------------  ------------  ------------   ------------   ------------    ------------ 
            Total                      $     27,429  $     99,979  $     13,751   $       (230)  $       (433)   $    140,496 
                                       ============  ============  ============   ============   ============    ============ 
LIABILITIES:                                                                                                                  
Policyholder contract deposits (e)     $         --  $         76  $      1,040   $         --   $         --    $      1,116 
Derivative liabilities:                                                                                                       
     Interest rate contracts                     --         1,144             2             --             --           1,146 
     Foreign exchange contracts                  --            43            --             --             --              43 
     Counterparty netting and cash                                                                                            
      collateral                                 --            --            --           (230)             8            (222)
                                       ------------  ------------  ------------   ------------   ------------    ------------ 
Total derivative liabilities                     --         1,187             2           (230)             8             967 
                                       ------------  ------------  ------------   ------------   ------------    ------------ 
            Total                      $         --  $      1,263  $      1,042   $       (230)  $          8    $      2,083 
                                       ============  ============  ============   ============   ============    ============ 

(a)   Represents netting of derivative exposures covered by a qualifying master 
netting agreement.                                                  
(b)   Represents cash collateral posted and received.                           
(c)   Amounts presented for other invested assets in the tables above differ    
  from the amounts presented in the consolidated balance sheets as these
 tables only include partnerships carried at estimated fair value on a
recurring basis.                                                    
(d)   Amounts exclude short-term investments that are carried at cost, which    
   approximate fair value of $1.2 billion and $1.6 billion at December 31,
2013 and 2012, respectively.                                        
(e)   Amount presented for policyholder contract deposits in the tables above   
   differ from the amounts presented in the consolidated balance sheets as
      these tables only include embedded policy derivatives that are measured at
estimated fair value on a recurring basis.                          

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 AMERICAN GENERAL LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

At December 31, 2013 and 2012, Level 3 assets were 10.3 percent and 8.3 percent 
of total assets, respectively, and Level 3 liabilities were 0.3 percent and 0.7 
percent of total liabilities, respectively.                                     

Transfers of Level 1 and Level 2 Assets and Liabilities                         

The Company's policy is to record transfers of assets and liabilities between   
Level 1 and Level 2 at their fair values as of the end of each reporting period,
consistent with the date of the determination of fair value. Assets are         
transferred out of Level 1 when they are no longer transacted with sufficient   
frequency and volume in an active market. Conversely, assets are transferred    
from Level 2 to Level 1 when transaction volume and frequency are indicative of 
an active market. During 2013, the Company transferred $93 million of securities
issued by the U.S. government and government-sponsored entities from Level 1 to 
Level 2. The Company had no significant transfers between Level 1 and Level 2   
during 2012.                                                                    

Changes in Level 3 Recurring Fair Value Measurements                            

The following tables present changes during 2013 and 2012 in Level 3 assets and 
liabilities measured at fair value on a recurring basis, and the realized and   
unrealized gains (losses) related to the Level 3 assets and liabilities in the  
consolidated balance sheets at December 31, 2013 and 2012:                      

                                                        [Enlarge/Download Table]


                                            Net                                                                        Changes in   
                                         Realized                                                                      Unrealized   
                                            and                    Purchases,                                        Gains (Losses) 
                                        Unrealized                   Sales,                                            Included in  
                               Fair       Gains                     Issuances                                           Income on   
                               Value     (Losses)       Other         and          Gross      Gross      Fair Value    Instruments  
                             Beginning   included   Comprehensive  Settlements,  Transfers  Transfers      End of         Held at   
December 31, 2013             of Year   in Income   Income (Loss)     Net           In         Out          Year       End of Year  
-----------------            ---------  ----------  -------------  ------------  ---------  ----------   ----------  -------------- 
                                                                        (in millions)                                               
                                                                                                                                    
ASSETS:                                                                                                                             
Bonds available for sale:                                                                                                           
    Obligations of                                                                                                                  
     states, municipalities                                                                                                         
     and political                                                                                                                  
     subdivisions            $     633  $       11   $     (123)    $      280   $      --  $      (47)  $      754  $           -- 
    Corporate debt               1,058           2            2           (321)        266        (283)         724              -- 
    RMBS                         4,957         355          258            997          20          --        6,587              -- 
    CMBS                         2,205          89          (21)           125          50          --        2,448              -- 
    CDO/ABS                      2,654          86           32            365         569        (301)       3,405              -- 
                             ---------  ----------   ----------     ----------   ---------  ----------   ----------  -------------- 
Total bonds available                                                                                                               
  for sale                      11,507         543          148          1,446         905        (631)      13,918              -- 
                             ---------  ----------   ----------     ----------   ---------  ----------   ----------  -------------- 
Other bond securities:                                                                                                              
    RMBS                           127          10           --             76          --          --          213              14 
    CMBS                            41          (1)          --             86          --          --          126               3 
    CDO/ABS                        113          68           --            850          --          --        1,031              48 
                             ---------  ----------   ----------     ----------   ---------  ----------   ----------  -------------- 
Total other bond                                                                                                                    
  securities                       281          77           --          1,012          --          --        1,370              65 
                             ---------  ----------   ----------     ----------   ---------  ----------   ----------  -------------- 
Equity securities                                                                                                                   
  available for sale:                                                                                                               
    Common stock                     9          --           --             (9)         --          --           --              -- 
    Preferred stock                 26          --            2            (28)         --          --           --              -- 
                             ---------  ----------   ----------     ----------   ---------  ----------   ----------  -------------- 
Total equity securities                                                                                                             
  available for sale                35          --            2            (37)         --          --           --              -- 
                             ---------  ----------   ----------     ----------   ---------  ----------   ----------  -------------- 
Other invested assets            1,905         101           50            107         268        (126)       2,305              -- 
Derivative assets                                                                                                                   
    Interest rate contracts         --           4           --             --           8           7           19              -- 
    Equity contracts                21          33           --             (7)         --          --           47              -- 
    Other contracts                  2          39           --            (31)         --          --           10              -- 
                             ---------  ----------   ----------     ----------   ---------  ----------   ----------  -------------- 
Total derivative assets             23          76           --            (38)          8           7           76              -- 
                             ---------  ----------   ----------     ----------   ---------  ----------   ----------  -------------- 
      Total                  $  13,751  $      797   $      200     $    2,490   $   1,181  $     (750)  $   17,669  $           65 
                             ---------  ----------   ----------     ----------   ---------  ----------   ----------  -------------- 
LIABILITIES:                                                                                                                        
Policyholder contract                                                                                                               
    deposits                 $  (1,040) $      609   $       (1)    $      185   $      --  $       --   $     (247) $           -- 
Notes payable - to                                                                                                                  
  affiliates, net                                                                                                                   
Derivative liabilities, net         --         (12)           9           (208)         --          --         (211)            (12)
    Interest rate contracts         (2)          3           --              1          (8)         (7)         (13)             -- 
                             ---------  ----------   ----------     ----------   ---------  ----------   ----------  -------------- 
      Total                  $  (1,042) $      600   $        8     $      (22)  $      (8) $       (7)  $     (471) $          (12)
                             ---------  ----------   ----------     ----------   ---------  ----------   ----------  -------------- 

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 AMERICAN GENERAL LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                        [Enlarge/Download Table]

                                            Net                                                                        Changes in  
                                         Realized                                                                      Unrealized  
                                            and                    Purchases,                                        Gains (Losses)
                                        Unrealized                   Sales,                                            Included in 
                               Fair       Gains                     Issuances                                           Income on  
                               Value     (Losses)       Other         and          Gross      Gross      Fair Value    Instruments 
                             Beginning   included   Comprehensive  Settlements,  Transfers  Transfers      End of         Held at  
December 31, 2012             of Year   in Income   Income (Loss)     Net           In         Out          Year       End of Year 
-----------------            ---------  ----------  -------------  ------------  ---------  ----------   ----------  --------------
                                                                    (in millions)                                                  
                                                                                                                                   
ASSETS:                                                                                                                            
Bonds available for                                                                                                                
    Obligations of states,                                                                                                         
     municipalities and                                                                                                            
     political subdivisions  $     482  $       40    $       (4)  $      153    $      41  $      (79)         633            --  
    Corporate debt                 978         (10)           63          (42)         614        (545)       1,058            --  
    RMBS                         5,939         174           944         (514)         297      (1,883)       4,957            --  
    CMBS                         1,900          36           275           45           34         (85)       2,205            --  
    CDO/ABS                      1,951         120            89          679          367        (552)       2,654            --  
                             ---------  ----------    ----------   ----------    ---------  ----------   ----------    ----------  
Total bonds available for                                                                                                          
  sale                          11,250         360         1,367          321        1,353      (3,144)      11,507            --  
                             ---------  ----------    ----------   ----------    ---------  ----------   ----------    ----------  
Other bond securities:                                                                                                             
    RMBS                           138          35            --          (44)          --          (2)         127            31  
    CMBS                            --           3            --           38           --          --           41             4  
    CDO/ABS                        966         237            --       (1,090)          --          --          113             1  
                             ---------  ----------    ----------   ----------    ---------  ----------   ----------    ----------  
Total other bond                                                                                                                   
  securities                     1,104         275            --       (1,096)          --          (2)         281            36  
                             ---------  ----------    ----------   ----------    ---------  ----------   ----------    ----------  
Equity securities available                                                                                                        
  for sale:                                                                                                                        
    Common stock                    36          15           (24)         (23)           5          --            9            --  
    Preferred stock                 60           9           (25)         (17)           1          (2)          26            --  
                             ---------  ----------    ----------   ----------    ---------  ----------   ----------    ----------  
Total equity securities                                                                                                            
   available for sale               96          24           (49)         (40)           6          (2)          35            --  
                             ---------  ----------    ----------   ----------    ---------  ----------   ----------    ----------  
Other invested assets            2,398         (26)          113         (125)         416        (871)       1,905            --  
Derivative assets                                                                                                                  
    Equity contracts                 9           2            --            5            5          --           21            --  
    Other contracts                 --          --            --            2           --          --            2            --  
                             ---------  ----------    ----------   ----------    ---------  ----------   ----------    ----------  
Total derivative assets              9           2            --            7            5          --           23            --  
                             ---------  ----------    ----------   ----------    ---------  ----------   ----------    ----------  
        Total                $  14,857  $      635    $    1,431   $     (933)   $   1,780  $   (4,019)  $   13,751    $       36  
                             ---------  ----------    ----------   ----------    ---------  ----------   ----------    ----------  
LIABILITIES:                                                                                                                       
Policyholder contract                                                                                                              
  deposits                   $    (800) $     (181)   $      (72)  $       13    $      --  $       --   $   (1,040)   $      196  
Derivative liabilities,                                                                                                            
  net                                                                                                                              
    Interest rate                                                                                                                  
     contracts                     (10)          8            --           --           --          --           (2)           --  
                             ---------  ----------    ----------   ----------    ---------  ----------   ----------    ----------  
       Total                 $    (810) $     (173)   $      (72)  $       13    $      --  $       --   $   (1,042)   $      196  
                             ---------  ----------    ----------   ----------    ---------  ----------   ----------    ----------  

Net realized and unrealized gains and losses related to Level 3 items shown     
above are reported in the consolidated statements of income as follows:         

                                                                [Download Table]

                                                           Net Realized          
                                Net Investment   Other    Capital Gains          
At December 31, 2013              Income         Income    (Losses)       Total  
------------------------------  -------------   --------  --------------  ------ 
                                (in millions)             (in millions)          
                                                                                 
Bonds available for sale         $      491      $  --    $     52        $  543 
Bond trading securities                  77         --          --            77 
Other invested assets                   122         --         (21)          101 
Derivative assets                        --         --          76            76 
Policyholder contract deposits           --         --         617           617 
Derivative liabilities                   --         --           3             3 
Notes payable                            --        (12)         --           (12)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                [Download Table]

                                                  Net Realized                      
                                Net Investment   Capital Gains                      
At December 31, 2012                Income         (Losses)             Total       
                                --------------  ----------------   ---------------- 
                                                 (in millions)                      
                                                                                    
Bonds available for sale        $          447  $            (87)  $            360 
Bond trading securities                    275                --                275 
Equity securities available                                                         
  for sale                                  --                24                 24 
Other invested assets                       28               (54)               (26)
Derivative assets                           --                 2                  2 
Policyholder contract deposits              --              (181)              (181)
Derivative liabilities                      --                 8                  8 

The following table presents the gross components of purchases, sales, issuances
and settlements, net, shown above for Level 3 assets and liabilities:           

                                                        [Enlarge/Download Table]

                                                                                                            Purchases,   
                                                                                                              Sales,     
                                                                                                             Issuances   
                                                                                                               and       
                                                                                                            Settlements, 
December 31, 2013                                Purchases        Sales        Issuances      Settlements       Net      
----------------------------------------------  ------------  ------------   ------------    ------------   ------------ 
                                                                              (in millions)                              
                                                                                                                         
ASSETS:                                                                                                                  
Bonds available for sale:                                                                                                
    Obligations of states, municipalities and                                                                            
     political subdivisions                     $        402  $       (122)  $         --    $         --   $        280 
    Corporate debt                                       139            --             --            (460)          (321)
    RMBS                                               2,123          (167)            --            (959)           997 
    CMBS                                                 495          (203)            --            (167)           125 
    CDO/ABS                                            1,310          (121)            --            (824)           365 
                                                ------------  ------------   ------------    ------------   ------------ 
Total bonds available for sale                         4,469          (613)            --          (2,410)         1,446 
                                                ------------  ------------   ------------    ------------   ------------ 
Other bond securities:                                                                                                   
    RMBS                                                 110            --             --             (34)            76 
    CMBS                                                  98            (8)            --              (4)            86 
    CDO/ABS                                              962            --             --            (112)           850 
                                                ------------  ------------   ------------    ------------   ------------ 
Total other bond securities                            1,170            (8)            --            (150)         1,012 
                                                ------------  ------------   ------------    ------------   ------------ 
Equity securities available for sale:                                                                                    
    Common stock                                          --            --             --              (9)            (9)
    Preferred stock                                       --            --             --             (28)           (28)
                                                ------------  ------------   ------------    ------------   ------------ 
Total equity securities available for                                                                                    
 sale                                                     --            --             --             (37)           (37)
                                                ------------  ------------   ------------    ------------   ------------ 
Other invested assets                                    318            --                           (211)           107 
Derivative assets                                                                                                        
    Equity contracts                                      10            --             --             (17)            (7)
    Other contracts                                       --            --             --             (31)           (31)
                                                ------------  ------------   ------------    ------------   ------------ 
Total derivative assets                                   10            --             --             (48)           (38)
                                                ------------  ------------   ------------    ------------   ------------ 
            Total                               $      5,967  $       (621)  $         --    $     (2,856)  $      2,490 
                                                ------------  ------------   ------------    ------------   ------------ 
LIABILITIES:                                                                                                             
Policyholder contract deposits                  $         --  $        (25)  $         --    $        210   $        185 
Notes payable - to affiliates, net                                                   (208)                          (208)
Derivative liabilities, net                                                                                              
    Interest rate contracts                               --            --             --               1              1 
                                                ------------  ------------   ------------    ------------   ------------ 
            Total                               $         --  $        (25)  $       (208)   $        211   $        (22)
                                                ------------  ------------   ------------    ------------   ------------ 

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 AMERICAN GENERAL LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                        [Enlarge/Download Table]

                                                                                                         Purchases,  
                                                                                                           Sales,    
                                                                                                         Issuances   
                                                                                                            and      
                                                                                                        Settlements, 
December 31, 2012                             Purchases       Sales       Issuances      Settlements         Net     
------------------------------------------  ------------  ------------   ------------    ------------   ------------ 
                                                                            (in millions)                            
                                                                                                                     
ASSETS:                                                                                                              
Bonds available for sale:                                                                                            
    Obligations of states, municipalities                                                                            
     and political subdivisions             $        372  $       (201)  $         --    $        (18)  $        153 
    Corporate debt                                   225          (169)            --             (98)           (42)
    RMBS                                             628          (193)            --            (949)          (514)
    CMBS                                             277          (131)            --            (101)            45 
    CDO/ABS                                        1,379            --             --            (700)           679 
                                            ------------  ------------   ------------    ------------   ------------ 
Total bonds available for sale                     2,881          (694)            --          (1,866)           321 
                                            ------------  ------------   ------------    ------------   ------------ 
Other bond securities:                                                                                               
    RMBS                                              --           (16)            --             (28)           (44)
    CMBS                                              57           (19)            --              --             38 
    CDO/ABS                                        1,133          (981)            --          (1,242)        (1,090)
                                            ------------  ------------   ------------    ------------   ------------ 
Total other bond securities                        1,190        (1,016)            --          (1,270)        (1,096)
                                            ------------  ------------   ------------    ------------   ------------ 
Equity securities available for sale:                                                                                
    Common stock                                      --           (23)            --              --            (23)
    Preferred stock                                   60           (75)            --              (2)           (17)
                                            ------------  ------------   ------------    ------------   ------------ 
Total equity securities available for sale            60           (98)            --              (2)           (40)
                                            ------------  ------------   ------------    ------------   ------------ 
Other invested assets                                296            --                           (421)          (125)
Derivative assets                                                                                                    
    Equity contracts                                   5            --             --              --              5 
    Other contracts                                    2            --             --              --              2 
                                            ------------  ------------   ------------    ------------   ------------ 
Total derivative assets                                7            --             --              --              7 
                                            ------------  ------------   ------------    ------------   ------------ 
             Total                          $      4,434  $     (1,808)  $         --    $     (3,559)  $       (933)
                                            ------------  ------------   ------------    ------------   ------------ 
LIABILITIES:                                                                                                         
Policyholder contract deposits              $         --  $        (22)  $         --    $         35   $         13 
                                            ------------  ------------   ------------    ------------   ------------ 

Both observable and unobservable inputs may be used to determine the fair values
of positions classified in Level 3 in the tables above. As a result, the        
unrealized gains (losses) on instruments held at December 31, 2013 and 2012 may 
include changes in fair value that were attributable to both observable (e.g.,  
changes in market interest rates) and unobservable (e.g., changes in            
unobservable long-dated volatilities) inputs.                                   

Transfers of Level 3 Assets and Liabilities                                     

The Company records transfers of assets and liabilities into or out of Level 3  
at their fair values as of the end of each reporting period, consistent with the
date of the determination of fair value.                                        

During the years ended December 31, 2013 and 2012, transfers into Level 3 assets
included certain investments in private placement corporate debt, RMBS, CMBS,   
CDO/ABS, and investments in hedge funds and private equity funds.               

o     The transfers of investments in RMBS, CMBS and CDO and certain ABS into   
     Level 3 assets were due to decreases in market transparency and liquidity
for individual security types.                                      

o     Transfers of private placement corporate debt and certain ABS into Level 3
  assets were primarily the result of limited market pricing information
  that required the Company to determine fair value for these securities
 based on inputs that are adjusted to better reflect the Company's own
assumptions regarding the characteristics of a specific security or 
associated market liquidity.                                        

o     Certain investments in hedge funds were transferred into Level 3 as a     
result of limited market activity due to fund-imposed redemption    
restrictions.                                                       

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o     Certain private equity fund investments were transferred into Level 3 due 
to these investments being carried at fair value and no longer being
accounted for using the equity method of accounting.                

Assets are transferred out of Level 3 when circumstances change such that       
significant inputs can be corroborated with market observable data. This may be 
due to a significant increase in market activity for the asset, a specific      
event, one or more significant input(s) becoming observable or a long-term      
interest rate significant to a valuation becoming short-term and thus           
observable. In addition, transfers out of Level 3 assets also occur when        
investments are no longer carried at fair value as the result of a change in the
applicable accounting methodology, given changes in the nature and extent of the
Company's ownership interest.                                                   

During the years ended December 31, 2013 and 2012, transfers out of Level 3     
assets primarily related to certain investments in municipal securities, private
placement corporate debt, CMBS, CDO/ABS and investments in hedge funds.         

o     Transfers of certain investments in municipal securities, CMBS and CDO/ABS
    out of Level 3 assets were based on consideration of market liquidity as
    well as related transparency of pricing and associated observable inputs
for these investments.                                              

o     Transfers of private placement corporate debt and certain ABS out of Level
      3 assets were primarily the result of using observable pricing information
 that reflects the fair value of those securities without the need for
adjustment based on the Company's own assumptions regarding the     
  characteristics of a specific security or the current liquidity in the
market.                                                             

o     The removal or easing of fund-imposed redemption restrictions, as well as 
certain fund investments becoming subject to the equity method of   
  accounting, resulted in the transfer of certain hedge fund and private
equity investments out of Level 3 assets.                           

The Company had no transfers of liabilities into or out of Level 3 during the   
years ended December 31, 2013 or 2012.                                          

Quantitative Information About Level 3 Fair Value Measurements                  

The table below presents information about the significant unobservable inputs  
used for recurring fair value measurements for certain Level 3 instruments, and 
includes only those instruments for which information about the inputs is       
reasonably available to the Company, such as data from third-party valuation    
service providers and from internal valuation models. Because input information 
with respect to certain Level 3 instruments (primarily CDO/ABS) may not be      
reasonably available to the Company, balances shown below may not equal total   
amounts reported for such Level 3 assets and liabilities:                       

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                        [Enlarge/Download Table]

                                 Fair Value at                                                                   Range          
                                December 31, 2013  Valuation Technique       Unobservable Input (a)       (Weighted Average)(a) 
                                -----------------  --------------------  -----------------------------  ------------------------
                                   (in millions)                                                                                
                                                                                                                                
ASSETS:                                                                                                                         

Corporate debt                     $       360     Discounted cash flow                      Yield (b)     3.48% - 9.44% (6.46%)
RMBS                                     6,170     Discounted cash flow   Constant prepayment rate (c)    0.00% - 11.10% (5.37%)
                                                                                     Loss severity (c)  44.40% - 80.07% (62.24%)
                                                                             Constant default rate (c)    4.26% - 12.00% (8.13%)
                                                                                             Yield (c)     2.89% - 7.55% (5.22%)
CMBS                                     2,396     Discounted cash flow                      Yield (b)    0.00% - 11.23% (5.39%)
LIABILITIES:                                                                                                                    

Policyholder contract deposits             247     Discounted cash flow  Equity implied volatility (b)            6.00% - 39.00%
                                                                                  Base lapse rates (b)            1.00% - 40.00%
                                                                               Dynamic lapse rates (b)            0.20% - 60.00%
                                                                                   Mortality rates (b)            0.50% - 40.00%
                                                                                 Utilization rates (b)            0.50% - 25.00%

(a)   The unobservable inputs and ranges for the constant prepayment rate, loss 
severity and constant default rate relate to each of the individual 
      underlying mortgage loans that comprise the entire portfolio of securities
  in the RMBS and CDO securitization vehicles and not necessarily to the
 securitization vehicle bonds (tranches) purchased by the Company. The
   ranges of these inputs do not directly correlate to changes in the fair
   values of the tranches purchased by the Company because there are other
     factors relevant to the specific tranches owned by the Company including,
 but not limited to, purchase price, position in the waterfall, senior
versus subordinated position and attachment points.                 
(b)   Represents discount rates, estimates and assumptions that the Company     
   believes would be used by market participants when valuing these assets
and liabilities.                                                    
(c)   Information received from independent third-party valuation service       
providers.                                                          

The ranges of reported inputs for Corporate debt, RMBS, and CMBS valued using a 
discounted cash flow technique consist of plus/minus one standard deviation in  
either direction from the value-weighted average. The preceding table does not  
give effect to the Company's risk management practices that might offset risks  
inherent in these investments.                                                  

Sensitivity to Changes in Unobservable Inputs                                   

The Company considers unobservable inputs to be those for which market data is  
not available and that are developed using the best information available to the
Company about the assumptions that market participants would use when pricing   
the asset or liability. Relevant inputs vary depending on the nature of the     
instrument being measured at fair value. The following is a general description 
of sensitivities of significant unobservable inputs along with                  
interrelationships between and among the significant unobservable inputs and    
their impact on the fair value measurements. The effect of a change in a        
particular assumption in the sensitivity analysis below is considered           
independently of changes in any other assumptions. In practice, simultaneous    
changes in assumptions may not always have a linear effect on the inputs.       
Interrelationships may also exist between observable and unobservable inputs.   
Such relationships have not been included in the discussion below. For each of  
the individual relationships described below, the inverse relationship would    
also generally apply.                                                           

Corporate Debt                                                                  

Corporate debt securities included in Level 3 are primarily private placement   
issuances that are not traded in active markets or that are subject to transfer 
restrictions. Fair value measurements consider illiquidity and                  
non-transferability. When observable price quotations are not available, fair   
value is determined based on discounted cash flow models using discount rates   
based on credit spreads, yields or price levels of publicly-traded debt of the  
issuer or other comparable securities, considering illiquidity and structure.   
The significant unobservable input used in the fair value measurement of        
corporate debt is the yield. The yield is affected by the market movements in   
credit spreads and U.S. Treasury yields. In addition, the migration in credit   
quality of a given security generally has a corresponding effect on the fair    
value measurement of the securities. For example, a downward migration of credit
quality would increase spreads. Holding U.S. Treasury rates constant, an        
increase in corporate credit spreads would decrease the fair value of corporate 
debt.                                                                           

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RMBS and Certain CDO/ABS                                                        

The significant unobservable inputs used in fair value measurements of RMBS and 
certain CDO/ABS valued by third-party valuation service providers are constant  
prepayment rates ("CPR"), loss severity, constant default rates ("CDR"), and    
yield. A change in the assumptions used for the probability of default will     
generally be accompanied by a corresponding change in the assumption used for   
the loss severity and an inverse change in the assumption used for prepayment   
rates. In general, increases in CPR, loss severity CDR, and yield, in isolation,
would result in a decrease in the fair value measurement. Changes in fair value 
based on variations in assumptions generally cannot be extrapolated because the 
relationship between the directional change of each input is not usually linear.

CMBS                                                                            

The significant unobservable input used in fair value measurements for CMBS is  
the yield. Prepayment assumptions for each mortgage pool are factored into the  
yield. CMBS generally feature a lower degree of prepayment risk than RMBS       
because commercial mortgages generally contain a penalty for prepayment. In     
general, increases in the yield would decrease the fair value of CMBS.          

Policyholder contract deposits                                                  

Embedded policy derivatives within policyholder contract deposits relate to GMWB
within variable annuity products and certain enhancements to interest crediting 
rates based on market indices within equity-indexed annuities and GICs. GMWB    
represents the Company's largest exposure of these embedded policy derivatives, 
although the carrying value of the liability fluctuates based on the performance
of the equity markets and therefore, at a point in time, can be low relative to 
the exposure. The principal unobservable input used for GMWBs and embedded      
derivatives in equity-indexed annuities measured at fair value is equity implied
volatility. For GMWBs, other significant unobservable inputs include base and   
dynamic lapse rates, mortality rates, and utilization rates. Lapse, mortality,  
and utilization rates may vary significantly depending upon age groups and      
duration. In general, increases in volatility and utilization rates will        
increase the fair value of the liability associated with GMWB, while increases  
in lapse rates and mortality rates will decrease the fair value of the          
liability.                                                                      

Investments in Certain Entities Carried at Fair Value Using Net Asset Value Per 
Share                                                                           

The following table includes information related to the Company's investments in
certain other invested assets, including private equity funds, hedge funds and  
other alternative investments that calculate net asset value per share (or its  
equivalent). For these investments, which are measured at fair value on a       
recurring or non-recurring basis, the Company uses the net asset value per share
as a practical expedient to measure fair value.                                 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                        [Enlarge/Download Table]

                                                                    December 31, 2013        December 31, 2012        
                                                           -----------------------------  ----------------------------
                                                             Fair Value                    Fair Value                 
                                                              Using Net                     Using Net                 
                                                             Asset Value                   Asset Value                
                                                            Per Share (or      Unfunded   Per Share (or     Unfunded  
                        Investment Category Includes       its equivalent)   Commitments  its equivalent)  Commitments
                     ------------------------------------  ---------------   -----------  ---------------  -----------
                                                                                 (in millions)                        
                                                                                                                      
INVESTMENT CATEGORY                                                                                                   
Private equity funds:                                                                                                 
   Leveraged buyout  Debt and/or equity investments made     $   1,178             $185    $      1,038     $     229 
                     as part of a transaction in which                                                                
                     assets of mature companies are                                                                   
                     acquired from the current                                                                        
                     shareholders, typically with the use                                                             
                     of financial leverage                                                                            

   Real estate/      Investments in real estate                     93                9              71            13 
   Infrastructure    properties and infrastructure                                                                    
                     positions, including power plants                                                                
                     and other energy generating                                                                      
                     facilities                                                                                       

   Venture capital   Early-stage, high-potential, growth            40                6              55             9 
                     companies expected to generate a                                                                 
                     return through an eventual                                                                       
                     realization event, such as an                                                                    
                     initial public offering or sale of                                                               
                     the company                                                                                      

   Distressed        Securities of companies that are               91               16              84            18 
                     already in default, under bankruptcy                                                             
                     protection, or troubled                                                                          

   Other             Includes multi-strategy and                     9               12              13             9 
                     mezzanine strategies                                                                             
                                                             ---------       ----------     -----------     --------- 
Total private                                                                                                         
   equity funds                                                  1,411              228           1,261           278 
                                                             ---------       ----------     -----------     --------- 
Hedge funds:                                                                                                          
   Event-driven      Securities of companies undergoing            500                2             339             2 
                     material structural changes,                                                                     
                     including mergers, acquisitions and                                                              
                     other reorganizations                                                                            

   Long-short        Securities that the manager believes          713               11             409            -- 
                     are undervalued, with corresponding                                                              
                     short positions to hedge market risk                                                             

   Distressed        Securities of companies that are              405               11             261            -- 
                     already in default, under bankruptcy                                                             
                     protection or troubled                                                                           

   Emerging markets  Investments in the financial markets           64               --              --            -- 
                     of developing countries                                                                          

   Other             Includes multi-strategy and                    77               --              18            -- 
                     mezzanine strategies                                                                             
                                                             ---------       ----------     -----------     --------- 
Total hedge funds                                                1,759               24           1,027             2 
                                                             ---------       ----------     -----------     --------- 
Total                                                        $   3,170       $      252    $      2,288     $     280 
                                                             =========       ==========    ============     ========= 

Private equity fund investments included above are not redeemable, as           
distributions from the funds will be received when underlying investments of the
funds are liquidated. Private equity funds are generally expected to have       
10-year lives at their inception, but these lives may be extended at the fund   
manager's discretion, typically in one or two-year increments. At December 31,  
2013, assuming average original expected lives of 10 years for the funds, 72    
percent of the total fair value using net asset value or its equivalent above   
would have expected remaining lives of less than three years, 27 percent between
three and seven years and 1 percent between seven and 10 years.                 

The hedge fund investments included above are generally redeemable monthly (6   
percent), quarterly (40 percent), semi-annually (15 percent) and annually (39   
percent), with redemption notices ranging from one day to 180 days. At December 
31, 2013, however, investments representing approximately 63 percent of the     
total fair value of the hedge fund investments cannot be currently redeemed,    
either in whole or in part, because the investments include various contractual 
restrictions. The majority of these contractual restrictions, which may have    
been put in place at a fund's inception or thereafter, have pre-defined end     
dates and are generally expected to be lifted by the end of 2015. The fund      
investments for which redemption is restricted only in part generally relate to 
certain hedge funds that hold at least one investment that the fund manager     
deems to be illiquid.                                                           

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Fair Value Option                                                               

Under the fair value option, the Company may elect to measure at fair value     
financial assets and financial liabilities that are not otherwise required to be
measured at fair value. Subsequent changes in fair value for designated items   
are reported in earnings.                                                       

The Company elects the fair value option for certain hybrid securities given the
complexity of bifurcating the economic components associated with the embedded  
derivatives. Net unrealized gains (losses) on such securities included in net   
investment income on the consolidated statements of income were $(58) million,  
$206 million and $(24) million for the years ended December 31, 2013, 2012 and  
2011, respectively.                                                             

Additionally, beginning in the third quarter of 2012, the Company elected the   
fair value option for investments in certain private equity funds, hedge funds  
and other alternative investments when such investments are eligible for this   
election. Net unrealized gains (losses) on other invested assets included in net
investment income on the consolidated statements of income were $194 million and
$5 million for the years ended December 31, 2013 and 2012, respectively.        

The Company elected fair value accounting for its economic interest in ML II.   
The Company recorded gains of $177 million and $30 million in the years ended   
December 31, 2012 and 2011, respectively, to reflect the change in the fair     
value of ML II, which were reported as a component of net investment income in  
the consolidated statements of income.                                          

Ambrose 2013-2, Ambrose 2013-3, and Ambrose 2013-5, three VIEs which are        
consolidated by the Company, each elected the fair value option for a tranche of
their structured securities, referred to herein as the Class X notes, which are 
included in notes payable. See Note 14 for additional information on these VIEs 
and the Class X notes. The fair value of the Class X notes was determined using 
a mark-to-model approach, discounting cash flows produced by an internally      
validated model. Cash flows were discounted based on current market spreads for 
U.S. collateralized loan obligations (CLOs), adjusted for structural specific   
attributes. The market spreads for U.S. CLOs include a spread premium to        
compensate for the complexity and perceived illiquidity of the Class X notes.   
The spread premium was derived on the respective issuance dates, with reference 
to the issuance spread on a tranche of structured securities issued by the      
respective entities that was purchased by an independent, non-affiliated third  
party.                                                                          

The following table presents the difference between fair values and the         
aggregate contractual principal amounts of notes payable for which the fair     
value option was elected:                                                       

                                                                [Download Table]

                                                  Outstanding             
                                                   Principal              
    December 31, 2013               Fair Value      Amount      Difference
--------------------------------    ----------    -----------   ----------
                                                  (in millions)           
                                                                          
Notes payable to affiliates, net      $  211         $  580     $   (369) 

In 2011, the Company assumed GIC liabilities, which are reported in policyholder
contract deposits on the balance sheets, from an affiliate, AIG Matched Funding 
Corp. ("AIGMFC"). AIGMFC had elected fair value accounting for its GIC          
liabilities and the Company has maintained this election. The change in the fair
value of these GIC liabilities was $(17) million, $(3) million and $78 million  
in the years ended December 31, 2013, 2012 and 2011, respectively, and was      
reported in policyholder benefits in the statements of income. The change in the
value of the GIC liabilities was partially offset by a swap designated as a fair
value hedge. See Note 14 for additional information on the GIC assumption and   
the related swap.                                                               

Fair Value Measurements on a Non-Recurring Basis                                

The Company measures the fair value of certain assets on a non-recurring basis, 
generally quarterly, annually, or when events or changes in circumstances       
indicate that the carrying amount of the assets may not be recoverable. These   
assets include cost and equity-method investments and mortgage and other loans. 
See Note 2 herein for additional information about how the Company tests various
asset classes for impairment.                                                   

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table presents assets measured at fair value on a non-recurring   
basis at the time of impairments and the related impairment charges recorded    
during the periods presented:                                                   

                                                                [Download Table]

                                                                   Impairment
                        Assets at Fair Value Non-Recurring Basis     Charges 
                        ----------------------------------------   ----------
 December 31, 2013      Level 1    Level 2    Level 3      Total             
--------------------    -------    -------    -------     ------             
                                    (in millions)                            
                                                                             
Other invested assets   $    --    $    --    $   435     $  435   $       19

Fair Value Information about Financial Instruments Not Measured at Fair Value   

Information regarding the estimation of fair value for financial instruments not
carried at fair value (excluding insurance contracts) is discussed below.       

Mortgage and Other Loans Receivable                                             

Fair values of mortgage loans were estimated for disclosure purposes using      
discounted cash flow calculations based upon discount rates the Company believes
market participants would use in determining the price that they would pay for  
such assets. For certain loans, the Company's current incremental lending rates 
for similar type loans is used as the discount rate, as it is believed that this
rate approximates the rate that market participants would use. Fair values of   
collateral, commercial and guaranteed loans were estimated principally by using 
independent pricing services, broker quotes and other independent information.  

Policy Loans                                                                    

The fair values of the policy loans are generally estimated based on unpaid     
principal amount as of each reporting date or, in some cases, based on the      
present value of the loans using a discounted cash flow model. No consideration 
is given to credit risk because policy loans are effectively collateralized by  
the cash surrender value of the policies.                                       

Other Invested Assets                                                           

The majority of other invested assets that are not measured at fair value       
represent investments in hedge funds, private equity funds and other investment 
partnerships for which the Company uses the equity method of accounting. The    
fair value of the Company's investment in these funds is measured based on the  
Company's share of the funds' reported net asset value.                         

Short-Term Investments                                                          

The carrying value of these assets approximates fair value because of the       
relatively short period of time between origination and expected realization,   
and their limited exposure to credit risk.                                      

Policyholder Contract Deposits Associated with Investment-type Contracts        

Fair value for policyholder contract deposits associated with investment-type   
contracts not accounted for at fair value were estimated using discounted cash  
flow calculations based upon interest rates currently being offered for similar 
contracts with maturities consistent with those of the contracts being valued.  
When no similar contracts are being offered, the discount rate is the           
appropriate swap rate (if available) or current risk-free interest rate         
consistent with the currency in which cash flows are denominated.               

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Notes Payable                                                                   

Fair values of these obligations were estimated based on discounted cash flow   
calculations using a discount rate that is indicative of the current market for 
securities with similar risk characteristics.                                   

The following table presents the estimated fair value and carrying value of the 
Company's financial instruments not measured at fair value and indicates the    
level of the estimated fair value measurement based on the levels of the inputs 
used:                                                                           

                                                        [Enlarge/Download Table]

                                                          Estimated Fair Value                
                                       -------------------------------------------  Carrying  
                                       Level 1    Level 2     Level 3      Total      Value   
                                       -------    -------    --------    ---------  ----------
                                                            (in millions)                     
                                                                                              
December 31, 2013                                                                             
ASSETS                                                                                        
Mortgage and other loans receivable    $    --    $    75    $  9,008    $   9,083  $    8,531
Policy loans                                --         --       1,545        1,545       1,545
Other invested assets                       --         22          --           22          22
Short-term investments                      --      1,229          --        1,229       1,229
Cash                                       362         --          --          362         362
LIABILITIES                                                                                   
Policyholder contract deposits (a)          --        185      59,505       59,690      55,476
Notes payable - affiliates, net (b)         --         --          46           46          49
Notes payable - to third parties, net                             377          377         378
December 31, 2012                                                                             
ASSETS                                                                                        
Mortgage and other loans receivable    $    --    $   189    $  8,906    $   9,095  $    8,245
Policy loans                                --         --       1,587        1,587       1,587
Other invested assets                       --         54          --           54          54
Short-term investments                      --      1,590          --        1,590       1,590
Cash                                       325         --          --          325         325
LIABILITIES                                                                                   
Policyholder contract deposits (a)          --        245      64,115       64,360      57,452
Notes payable - affiliates, net             --         --         133          133         142
Notes payable - to third parties, net       --         --         152          152         158

(a)   Excludes embedded policy derivatives which are carried at fair value on a 
recurring basis.                                                    
(b)   Excludes notes for which the fair value option has been elected.          

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

4. INVESTMENTS                                                                  

FIXED MATURITY AND EQUITY SECURITIES                                            

Available for Sale Securities                                                   

The following table presents the amortized cost or cost and fair value of the   
Company's available for sale securities:                                        

                                                        [Enlarge/Download Table]

                                                                                           Other-Than-
                                            Amortized    Gross       Gross                  Temporary 
                                             Cost or   Unrealized  Unrealized      Fair    Impairments
                                              Cost       Gains       Losses       Value    in AOCI (a)
                                            ---------  ----------  ----------   ---------  -----------
                                                                    (in millions)                     
                                                                                                      
December 31, 2013                                                                                     
Bonds available for sale:                                                                             
    U.S. government and government                                                                    
      sponsored entities                    $     343  $      46   $     (15)   $     374  $        --
    Obligations of states, municipalities                                                             
      and political subdivisions                2,432         53        (156)       2,329            2
    Non-U.S. governments                        2,426         95        (174)       2,347           --
    Corporate debt                             66,412      4,459      (1,812)      69,059           44
    RMBS                                       13,975      1,223        (273)      14,925          657
    CMBS                                        3,760        419         (63)       4,116          235
    CDO/ABS                                     4,853        188         (43)       4,998           16
                                            ---------  ---------   ---------    ---------  -----------
Total bonds available for sale                 94,201      6,483      (2,536)      98,148          954
Equity securities available for sale:                                                                 
    Common stock                                    5          2          --            7           --
    Preferred stock                                18          4          --           22           --
                                            ---------  ---------   ---------    ---------  -----------
Total equity securities available for sale         23          6          --           29           --
Investment in AIG                                   9          2          (6)           5           --
                                            ---------  ---------   ---------    ---------  -----------
Total                                       $  94,233  $   6,491   $  (2,542)   $  98,182  $       954
                                            =========  =========   =========    =========  ===========

                                                        [Enlarge/Download Table]

                                                                                           Other-Than-
                                            Amortized    Gross        Gross                 Temporary 
                                            Cost or    Unrealized  Unrealized      Fair    Impairments
                                               Cost       Gains      Losses       Value    in AOCI (a)
                                            ---------  ----------  ----------   ---------  ---------  
                                                                 (in millions)                        
                                                                                                      
December 31, 2012                                                                                     
Bonds available for sale:                                                                             
    U.S. government and government                                                                    
      sponsored entities                    $     413  $     102   $      --    $     515   $     --  
    Obligations of states, municipalities                                                             
      and political subdivisions                2,015        245          (6)       2,254         --  
    Non-U.S. governments                        2,243        317          (8)       2,552         --  
    Corporate debt                             66,448      9,607        (309)      75,746         79  
    RMBS                                       13,641      1,506        (218)      14,929        469  
    CMBS                                        3,462        546         (83)       3,925        185  
    CDO/ABS                                     4,217        256         (74)       4,399         43  
                                            ---------  ---------   ---------    ---------   --------  
Total bonds available for sale                 92,439     12,579        (698)     104,320        776  
Equity securities available for sale:                                                                 
    Common stock                                   12         14          --           26         --  
    Preferred stock                                42         15          --           57         --  
                                            ---------  ---------   ---------    ---------  ---------  
Total equity securities available for sale         54         29          --           83         --  
Investment in AIG                                  10         --          (6)           4         --  
                                            ---------  ---------   ---------    ---------   --------  
Total                                       $  92,503  $  12,608   $    (704)   $ 104,407   $    776  
                                            =========  =========   =========    =========   ========  

(a)   Represents the amount of other-than-temporary impairment losses recognized
 in accumulated other comprehensive income. Amount includes unrealized
    gains and losses on impaired securities relating to changes in the value
of such securities subsequent to the impairment measurement date.   

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 AMERICAN GENERAL LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table summarizes the Company's fair values and gross unrealized   
losses on fixed maturity and equity securities available for sale, aggregated by
major investment category and length of time that individual securities have    
been in a continuous unrealized loss position:                                  

                                                        [Enlarge/Download Table]

                                      Less than 12 Months     12 Months or More             Total         
                                    ----------------------  ----------------------  ----------------------
                                                  Gross                   Gross                   Gross   
                                       Fair     Unrealized    Fair      Unrealized    Fair      Unrealized
December 31, 2013                     Value       Losses      Value      Losses       Value       Losses  
----------------------------------  ---------   ----------  ---------   ----------  ---------   ----------
                                                                (in millions)                             
                                                                                                          
Bonds available for sale:                                                                                 
    U.S. government and government                                                                        
      sponsored entities            $      62   $      13   $       7   $       2   $      69   $      15 
    Obligations of states,                                                                                
      municipalities and political                                                                        
       subdivisions                 $   1,553   $     136   $      97   $      20   $   1,650   $     156 
    Non-U.S. governments                1,049         104         312          70       1,361         174 
    Corporate debt                     20,214       1,368       3,119         444      23,333       1,812 
    RMBS                                3,788         186         712          87       4,500         273 
    CMBS                                  827          38         167          25         994          63 
    CDO/ABS                             1,016          18         373          25       1,389          43 
                                    ---------   ---------   ---------   ---------   ---------   --------- 
Total bonds available for sale         28,509       1,863       4,787         673      33,296       2,536 
Investment in AIG                          --          --           5           6           5           6 
                                    ---------   ---------   ---------   ---------   ---------   --------- 
Total                               $  28,511   $   1,863   $   4,792   $     679   $  33,303   $   2,542 
                                    =========   =========   =========   =========   =========   ========= 

                                                        [Enlarge/Download Table]

                                     Less than 12 Months      12 Months or More             Total         
                                    ----------------------  ----------------------  ----------------------
                                                  Gross                   Gross                   Gross   
                                      Fair      Unrealized    Fair      Unrealized   Fair       Unrealized
December 31, 2012                    Value        Losses      Value       Losses     Value        Losses  
----------------------------------  ---------   ----------  ---------   ----------  ---------   ----------
                                                                (in millions)                             
                                                                                                          
Bonds available for sale:                                                                                 
    Obligations of states,                                                                                
      municipalities and political                                                                        
      subdivisions                  $     326   $       6   $       1   $      --   $     327   $       6 
    Non-U.S. governments                  378           8           3          --         381           8 
    Corporate debt                      4,111         131       2,048         178       6,159         309 
    RMBS                                  142           2         959         216       1,101         218 
    CMBS                                   86           2         278          81         364          83 
    CDO/ABS                               882          22         716          52       1,598          74 
                                    ---------   ---------   ---------   ---------   ---------   --------- 
Total bonds available for sale          5,925         171       4,005         527       9,930         698 
Investment in AIG                          --          --           4           6           4           6 
                                    ---------   ---------   ---------   ---------   ---------   --------- 
 Total                              $   5,925   $     171   $   4,009   $     533   $   9,934   $     704 
                                    =========   =========   =========   =========   =========   ========= 

As of December 31, 2013, the Company held 3,138 individual fixed maturity and   
equity securities that were in an unrealized loss position, of which 633        
individual securities were in a continuous unrealized loss position for longer  
than 12 months.                                                                 

The Company did not recognize the unrealized losses in earnings on these fixed  
maturity securities at December 31, 2013 because management neither intends to  
sell the securities nor does it believe that it is more likely than not that it 
will be required to sell these securities before recovery of their amortized    
cost basis. For fixed maturity securities with significant declines, the Company
performed fundamental credit analysis on a security-by-security basis, which    
included consideration of credit enhancements, expected defaults on underlying  
collateral, review of relevant industry analyst reports and forecasts and other 
market available data.                                                          

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 AMERICAN GENERAL LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table presents the amortized cost and fair value of fixed maturity
securities available for sale by contractual maturity as of December 31, 2013:  

                                                        [Enlarge/Download Table]

                                                             Total Fixed Maturity Securities
                                                                     Available for Sale     
                                                             -------------------------------
                                                               Amortized                    
                                                                 Cost           Fair Value  
                                                             -------------     -------------
                                                                        (in millions)       
                                                                                            
Due in one year or less                                      $       1,791     $       1,850
Due after one year through five years                               11,037            11,979
Due after five years through ten years                              27,381            28,275
Due after ten years                                                 31,404            32,005
Mortgage-backed, asset-backed and collateralized securities         22,588            24,039
                                                             -------------     -------------
Total fixed maturity securities available for sale           $      94,201     $      98,148
                                                             =============     =============

Actual maturities may differ from contractual maturities because certain        
borrowers have the right to call or prepay certain obligations with or without  
call or prepayment penalties.                                                   

The Company's investments at December 31, 2013 and 2012 did not include any     
investments in a single issuer that exceeded 10 percent of the Company's        
consolidated shareholder's equity.                                              

Other Bond Securities                                                           

See Note 3 for discussion of hybrid securities for which the Company has elected
the fair value option.                                                          

ML II                                                                           

On December 12, 2008, the Company and certain other wholly owned U.S. life      
insurance subsidiaries of AIG sold to ML II all of their undivided interests in 
a pool of $39.3 billion face amount of RMBS. In exchange for the RMBS, the life 
insurance companies received an initial purchase price of $19.8 billion plus the
right to receive deferred contingent portions of the total purchase price of    
$1.0 billion plus participation in the residual cash flows, each of which was   
subordinated to the repayment of a loan from the Federal Reserve Bank of New    
York ("New York Fed") to ML II.                                                 

Neither AIG nor the Company had any control rights over ML II. The Company      
determined that ML II was a VIE and the Company was not the primary beneficiary.
The transfer of RMBS to ML II was accounted for as a sale. The Company elected  
to account for its economic interest in ML II (including the rights to the      
deferred contingent purchase price) at fair value. This interest was reported in
bond trading securities with changes in fair value reported as a component of   
net investment income.                                                          

As the controlling member of ML II, the New York Fed directed ML II to sell its 
RMBS assets through a series of auctions held since 2011. Proceeds from the sale
of the RMBS assets were used to repay in full the New York Fed's loan to ML II  
and the Company's deferred purchase price, including any accrued interest due,  
in accordance with the terms of the definitive agreements governing the sale of 
the RMBS assets, with any residual interests shared between the New York Fed and
the domestic securities lending program participants.                           

Through a series of transactions that occurred during 2012, the New York Fed    
initiated the sales of the remaining securities held by ML II. These sales      
resulted in the Company receiving principal payments of $157 million on March 1,
2012 and additional cash receipts of $972 million on March 15, 2012 from ML II  
that consisted of $563 million, $82 million, and $327 million in principal,     
contractual interest and residual cash flows, respectively, effectively         
monetizing the Company's ML II interests.                                       

The total amount received of $1.13 billion by the Company from ML II in 2012 was
remitted as a return of capital to the Company's intermediate parent company and
ultimately remitted to AIG.                                                     

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 AMERICAN GENERAL LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Invested Assets on Deposit and Pledged as Collateral                            

The invested assets on deposit, and invested assets pledged as collateral are   
presented in the table below. The amounts presented in the table below are at   
estimated fair value for cash, short-term investments, fixed maturity and other 
securities.                                                                     

                                                        [Enlarge/Download Table]

                                                                    December 31,    December 31,
                                                                        2013           2012     
                                                                    ------------    ------------
                                                                             (in millions)      
                                                                                                
Invested assets on deposit:                                                                     
      Regulatory agencies                                            $   70            $    87  
Invested assets pledged as collateral:                                                          
      Advance agreements - Federal Home Loan Bank of Dallas               8                 15  
      Advance agreements - Federal Home Loan Bank of Cincinnati          --                 15  
      Advance agreements - Federal Home Loan Bank of San Francisco       14                 25  
      FHLB collateral                                                    45                283  

SECURITIES LENDING                                                              

During 2012, the Company began utilizing a securities lending program to        
supplement liquidity or for other uses as deemed appropriate by management.     
Under these financing transactions, the Company transfers securities to         
financial institutions and receives cash collateral. Collateral levels are      
monitored daily and are maintained at 102 percent of the fair value of the      
loaned securities during the life of the transactions. Generally, cash          
collateral received by the Company is invested in short-term investments. At the
termination of the transactions, the Company and its counterparties are         
obligated to return the collateral provided and the securities lent,            
respectively. These transactions are treated as secured financing arrangements  
by the Company. Elements of the securities lending program are presented below  
as of December 31:                                                              

                                                                [Download Table]

                                                       2013       2012 
                                                     -------    -------
                                                        (in millions)  
                                                                       
Securities on loan: (a)                                                
   Amortized cost                                    $ 2,228    $ 1,234
   Estimated fair value                                2,425      1,420
Cash collateral on deposit from counterparties (b)     2,514      1,466
Reinvestment portfolio - estimated fair value          2,514      1,466

(a)   Included in bonds available for sale on the consolidated balance sheets.  
(b)   Included in short-term investments on the consolidated balance sheets.    
  Liability to counterparties is reported in securities lending payable.

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 AMERICAN GENERAL LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

MORTGAGE LOANS ON REAL ESTATE                                                   

At December 31, 2013, the Company had direct U.S. commercial mortgage loan      
exposure of $7.3 billion. At that date, substantially all of the U.S. loans were
current.                                                                        

The U.S. commercial loan exposure by state and class of loan, at December 31,   
2013, were as follows:                                                          

                                                        [Enlarge/Download Table]

State       # of Loans   Amount*   Apartments  Offices   Retails   Industrials  Hotels   Others   % of Total
----------  ----------  ---------  ----------  -------   --------  -----------  ------  --------  ----------
                                               ($ in millions)                                              
                                                                                                            
California         125  $   1,546  $       17  $   425   $    190  $       361  $  195  $    358       18.9%
New York            60      1,144         311      589         62           28      44       110       14.0%
New                                                                                                         
Jersey              42        705         376      140        161            2       9        17        8.6%
Florida             56        480          33       85        231           30      20        82        5.9%
Texas               35        431          27      128         54          104      78        41        5.3%
Other                                                                                                       
states             318      3,861         596    1,167        928          314     425       428       47.3%
            ----------  ---------  ----------  -------   --------  -----------  ------  --------  --------- 
  Total            636  $   8,167  $    1,360  $ 2,534   $  1,626  $       839  $  771  $  1,036      100.0%
            ==========  =========  ==========  =======   ========  ===========  ======  ========  ========= 

*     Excludes portfolio valuation allowance                                    

The following table presents the credit quality indicators by class of loan for 
commercial mortgage loans:                                                      

                                                        [Enlarge/Download Table]

                                                                    Class                                                      
                           Number of   ------------------------------------------------------------------            Percent of
December 31, 2013           Loans     Apartments  Offices     Retails   Industrials    Hotels     Others    Total      Total $ 
-------------------------  ---------  ---------   --------   --------   -----------   --------   --------  --------  -------   
                                                                      ($ in Millions)                                          
                                                                                                                               
Credit Quality Indicator:                                                                                                      
   In good standing             623   $   1,347   $  2,427   $  1,626   $      839    $    771   $    952  $  7,962      97.5% 
   Restructured (a)              11          13         90         --           --          --         84       187       2.3% 
   90 days or less                                                                                                             
   delinquent                    --          --         --         --           --          --         --        --       0.0% 
   >90 days  delinquent or                                                                                                     
     in process                                                                                                                
     of foreclosure               2          --         --         18           --          --         --        18       0.2% 
                           --------   ---------   --------   --------   ----------    --------   --------  --------  --------  
Total (b)                       636   $   1,360   $  2,517   $  1,644   $      839    $    771   $  1,036  $  8,167     100.0% 
                           ========   =========   ========   ========   ==========    ========   ========  ========  ========  
Valuation allowance                   $       2   $     61   $      6   $        1    $      3   $     33  $    106       1.3% 
                                      ---------   --------   --------   ----------    --------   --------  --------  --------  

(a)   Loans that have been modified in troubled debt restructurings and are     
performing according to their restructured terms. See discussion of 
troubled debt restructurings below.                                 
(b)   Does not reflect valuation allowances.                                    

The Company holds mortgages with a carrying value of $71 million and $82 million
on certain properties that are owned by an affiliate, AIG Global Real Estate    
Investment Corporation at December 31, 2013 and 2012, respectively.             

A significant majority of commercial mortgage loans in the portfolio are        
non-recourse loans and, accordingly, the only guarantees are for specific items 
that are exceptions to the non-recourse provisions. It is therefore extremely   
rare for the Company to have cause to enforce the provisions of a guarantee on a
commercial real estate or mortgage loan.                                        

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company's mortgage and other loan valuation allowance activity was as       
follows:                                                                        

                                                                [Download Table]

                                                2013        2012       2011  
                                               -------    -------    ------- 
                                                       (in millions)         
                                                                             
Allowance, beginning of year                   $   155    $   233    $   319 
     Additions (reductions) to allowance for                                 
       losses                                       57        (62)       (32)
     Charge-offs, net of recoveries                (74)       (16)       (54)
                                               -------    -------    ------- 
Allowance, end of year                         $   138    $   155    $   233 
                                               =======    =======    ======= 

The Company's impaired mortgage loans were as follows:                          

                                                                [Download Table]

                                                2013       2012        2011  
                                               -------    -------    ------- 
                                                     (in millions)           
                                                                             
Impaired loans with valuation allowances       $   137    $    75    $   108 
Impaired loans without valuation allowances         --          7         69 
                                               -------    -------    ------- 
     Totali mpairedloans                           137         82        177 
Valuation allowances on impaired loans             (56)       (27)       (18)
                                               -------    -------    ------- 
     Impaired loans,net                        $    81    $    55    $   159 
                                               =======    =======    ======= 

The Company recognized $7 million, $4 million and $10 million in interest income
on the above impaired mortgage loans for the years ended December 31, 2013, 2012
and 2011, respectively.                                                         

Troubled Debt Restructurings ("TDR")                                            

The Company modifies loans to optimize their returns and improve their          
collectability, among other things. When such a modification is undertaken with 
a borrower that is experiencing financial difficulty and the modification       
involves the Company granting a concession to the troubled debtor, the          
modification is deemed to be a TDR. The Company assesses whether a borrower is  
experiencing financial difficulty based on a variety of factors, including the  
borrower's current default on any of its outstanding debt, the probability of a 
default on any of its debt in the foreseeable future without the modification,  
the insufficiency of the borrower's forecasted cash flows to service any of its 
outstanding debt (including both principal and interest), and the borrower's    
inability to access alternative third-party financing at an interest rate that  
would be reflective of current market conditions for a non-troubled debtor.     
Concessions granted may include extended maturity dates, interest rate changes, 
principal forgiveness, payment deferrals and easing of loan covenants.          

The Company held $67 million and $11 million of commercial mortgage loans that  
had been modified in a TDR at December 31, 2013 and 2012, respectively. The     
Company had no other loans that had been modified in a TDR. At December 31,     
2013, these commercial mortgage loans had related total allowances for credit   
losses of $11 million. At December 31, 2012 these commercial mortgage loans had 
no related total allowances for credit losses. The commercial mortgage loans    
modified in a TDR are included among the restructured loans in the credit       
quality indicators table above, if they are performing according to the         
restructured terms.                                                             

As the result of a loan's TDR, the Company assesses the adequacy of any         
additional allowance for credit losses with respect to such loans, and in all   
cases no additional allowance for credit losses, aside from the one that had    
already been provided for each loan prior to their restructuring, was deemed    
necessary. In certain cases, based on an assessment of amounts deemed           
uncollectible, a portion of a loan restructured in a TDR may be charged off     
against the allowance for credit losses.                                        

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

OTHER INVESTED ASSETS                                                           

The following table summarizes the carrying values of other invested assets:    

                                                                [Download Table]

                                2013      2012  
                              --------   -------
                                (in millions)   
                                                
Alternative investments (a)   $  7,047   $ 6,695
Investment real estate (b)         443       519
FHLB common stock                   22        54
Mutual funds                        --         1
                              --------   -------
Total                         $  7,512   $ 7,269
                              ========   ====== 

(a)  Includes hedge funds, private equity funds, affordable housing partnerships
   and other investment partnerships. (b) Net of accumulated depreciation of
$181 million and $176 million in 2013 and 2012, respectively.         

INVESTMENT INCOME                                                               

Investment income by type of investment was as follows for the years ended      
December 31:                                                                    

                                                                [Download Table]

                                   2013        2012         2011    
                                 --------    ---------    --------- 
                                         (in millions)              
                                                                    
Investment income:                                                  
    Fixed maturity securities   $   5,275    $   5,792    $   5,404 
    Equity securities                 (20)          67            2 
    Mortgage and other loans          527          526          540 
    Policy loans                       99          102          106 
    Investment real estate             79           73           59 
    Other invested assets             919          650          508 
    Securities lending                  3            2           -- 
    Other investment income            52           12           12 
                                ---------    ---------    --------- 
Total investment income             6,934        7,224        6,631 
Investment expenses                  (242)        (223)        (191)
                                ---------    ---------    --------- 
Net investment income           $   6,692    $   7,001    $   6,440 
                                =========    =========    ========= 

The carrying value of investments that produced no investment income during 2013
was $75 million, which is less than 0.1 percent of total invested assets. The   
ultimate disposition of these investments is not expected to have a material    
effect on the Company's results of operations and financial position.           

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 AMERICAN GENERAL LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NET REALIZED CAPITAL GAINS (LOSSES)                                             

Net realized capital gains (losses) by type of investment were as follows for   
the years ended December 31:                                                    

                                                        [Enlarge/Download Table]

                                                     2013         2012         2011   
                                                  ---------    ---------    --------- 
                                                             (in millions)            
                                                                                      
Sales of fixed maturity securities                $   1,787    $   1,506    $     760 
Sales of equity securities                               28           25           30 
Mortgage and other loans                                (57)          73           55 
Investment real estate                                   73           12           15 
Other invested assets                                     2          (21)        (144)
Derivatives                                             153         (671)        (336)
Other-than-temporary impairments                       (127)        (379)        (598)
                                                  ---------    ---------    --------- 
Net realized capital gains (losses) before taxes  $   1,859    $     545    $    (218)
                                                  =========    =========    ========= 

The following table presents the gross realized gains and gross realized losses 
from sales or redemptions of the Company's available for sale securities as     
follows for the years ended December 31:                                        

                                                        [Enlarge/Download Table]

                                   2013                2012                  2011        
                           -------------------  -------------------  --------------------
                            Gross      Gross     Gross       Gross      Gross     Gross  
                           Realized   Realized  Realized   Realized   Realized   Realized
                            Gains      Losses    Gains      Losses      Gains     Losses 
                           --------   --------  --------   --------   --------   --------
                                                    (in millions)                        
                                                                                         
Fixed maturity securities  $  1,863   $     76  $  1,598   $     92  $     821   $     61
Equity securities                28         --        31          6         37          7
                           --------   --------  --------   --------  ---------   --------
Total                      $  1,891   $     76  $  1,629   $     98  $     858   $     68
                           ========   ========  ========   ========  =========   ========

In 2013, 2012, and 2011, the aggregate fair value of available for sale fixed   
maturity and equity securities sold was $22.5 billion, $11.8 billion and $10.5  
billion, which resulted in net realized capital gains of $1.8 billion, $1.5     
billion and $790 million, respectively.                                         

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AMERICAN GENERAL LIFE INSURANCE COMPANY 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CREDIT IMPAIRMENTS                                                              

The following table presents a rollforward of the cumulative credit loss        
component of other-than-temporary impairments recognized in earnings for        
available for sale fixed maturity securities held by the Company, and includes  
structured, corporate, municipal and sovereign fixed maturity securities for the
years ended December 31:                                                        

                                                        [Enlarge/Download Table]

                                                                               2013       2012       2011    
                                                                            ---------- ---------- ---------- 
                                                                                       (in millions)         
                                                                                                             
Balance, beginning of year                                                  $    2,126 $    2,775 $    2,762 
Increases due to:                                                                                            
         Credit impairments on new securities subject to impairment losses          15         96        177 
         Additional credit impairments on previously impaired securities            31        194        278 
Reductions due to:                                                                                           
         Credit impaired securities fully disposed for which there was                                       
               no prior intent or requirement to sell                             (184)      (520)      (160)
         Credit impaired securities for which there is a current intent or                                   
               anticipated requirement to sell                                      --         --         -- 
         Accretion on securities previously impaired due to credit (a)            (403)      (422)      (272)
Other                                                                               --          3        (10)
                                                                            ---------- ---------- ---------- 
Balance, end of year                                                        $    1,585 $    2,126 $    2,775 
                                                                            ========== ========== ========== 

(a)  Represents both accretion recognized due to changes in cash flows expected 
 to be collected over the remaining expected term of the credit impaired
securities and the accretion due to the passage of time.              

PURCHASED CREDIT IMPAIRED SECURITIES                                            

The following tables present information on the Company's PCI securities, which 
are included in bonds available for sale:                                       

                                                                [Download Table]
<CAPTION                                                                  
                                                              At Date of  
                                                             Acquisition  
                                                           ---------------
                                                            (in millions) 
                                                                          

Contractually required payments (principal and interest)   $         9,767
Cash flows expected to be collected (a)                              7,764
Recorded investment in acquired securities                           5,065

(a)  Represents undiscounted expected cash flows, including both principal and  
interest.                                                             

                                                                [Download Table]

                                 December 31, 2013    December 31, 2012
                                ------------------    -----------------
                                              (in millions)            
                                                                       
Outstanding principal balance   $            5,805    $           4,262
Amortized cost                               3,969                2,794
Fair value                                   4,397                3,189

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AMERICAN GENERAL LIFE INSURANCE COMPANY 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table presents activity for the accretable yield on PCI securities
for the years ended December 31:                                                

                                                                [Download Table]

                                                       2013            2012     
                                                   ------------    ------------ 
                                                           (in millions)        
                                                                                
Balance, beginning of year                         $      1,734    $      1,695 
    Newly purchased PCI securities                          826             486 
    Disposals                                               (39)           (175)
    Accretion                                              (258)           (244)
    Effect of changes in interest rate indices              118             (84)
    Net reclassification from (to) non-accretable                               
     difference, including effects of prepayments           296              56 
                                                   ------------    ------------ 
Balance, end of year                               $      2,677    $      1,734 
                                                   ============    ============ 

5. DERIVATIVE FINANCIAL INSTRUMENTS                                             

The Company maintains an overall risk management strategy that incorporates the 
use of derivative instruments to minimize significant unplanned fluctuations in 
earnings that are caused by interest rate risk, foreign currency exchange risk, 
equity market risk and credit risk. See Notes 2 and 3 for further discussion on 
derivative financial instruments.                                               

The following table presents the notional amount and fair value of derivative   
financial instruments, by their underlying risk exposure, held at:              

                                                        [Enlarge/Download Table]

                                                          Derivative Assets             Derivative Liabilities   
                                                     ----------------------------    --------------------------- 
                                                       Notional          Fair           Notional        Fair     
                                                      Amount (a)       Value (b)       Amount (a)      Value (b) 
                                                     ------------    ------------    ------------   ------------ 
                                                                                                                 
                                                                             (in millions)                       
December 31, 2013                                                                                                
Derivatives designated as hedging instruments:                                                                   
     Interest rate contracts                         $        161    $        105    $        133   $         15 
                                                     ------------    ------------    ------------   ------------ 
Total derivatives designated as hedging instruments  $        161    $        105    $        133   $         15 
                                                     ------------    ------------    ------------   ------------ 
Derivatives not designated as hedging instruments:                                                               
     Interest rate contracts                         $      5,996    $        691    $      4,125   $        650 
     Equity contracts                                       4,529             187           2,500             -- 
     Other contracts (c)                                   46,529             105           2,539            403 
                                                     ------------    ------------    ------------   ------------ 
Total derivatives, gross                             $     57,215           1,088    $      9,297          1,068 
                                                     ============    ------------    ============   ------------ 
     Counterparty netting (d)                                                (108)                          (108)
     Cash collateral (e)                                                     (378)                           (23)
                                                                      -----------                   ------------ 
Total derivatives, net                                                        602                            937 
                                                                      -----------                   ------------ 
Less:  Bifurcated embedded derivatives                                         95                            403 
                                                                      -----------                   ------------ 
Total derivatives on balance sheets                                   $       507                   $        534 
                                                                      ===========                   ============ 

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AMERICAN GENERAL LIFE INSURANCE COMPANY 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                        [Enlarge/Download Table]

                                              Derivative Assets            Derivative Liabilities   
                                        ----------------------------    --------------------------- 
                                          Notional          Fair          Notional         Fair     
                                         Amount (a)       Value (b)      Amount (a)      Value (b)  
                                        ------------    ------------    ------------   ------------ 
                                                             (in millions)                          
                                                                                                    
December 31, 2012                                                                                   
Derivatives not designated as                                                                       
  hedging instruments:                                                                              
  Interest rate contracts               $      5,159    $      1,284    $      5,687   $      1,146 
  Foreign exchange contracts                     108              15             165             43 
  Equity contracts                             3,550             117              --             -- 
  Other contracts (c)                         10,323               2          18,235          1,040 
                                        ------------    ------------    ------------   ------------ 
Total derivatives, gross                $     19,140           1,418    $     24,087          2,229 
                                        ============    ------------    ============   ------------ 
  Counterparty netting (d)                                      (230)                          (230)
  Cash collateral (e)                                           (433)                             8 
                                                        ------------                   ------------ 
Total derivatives, net                                           755                          2,007 
                                                        ------------                   ------------ 
Less:  Bifurcated embedded derivatives                            --                          1,040 
                                                        ------------                   ------------ 
Total derivatives on balance sheets                     $        755                   $        967 
                                                        ============                   ============ 

(a)  Notional amount represents a standard of measurement of the volume of      
  derivatives. Notional amount is generally not a quantification of market
     risk or credit risk and is not recorded on the consolidated balance sheets.
Notional amounts generally represent those amounts used to calculate  
     contractual cash flows to be exchanged and are not paid or received, except
for certain contracts such as currency swaps.                         
(b)  See Note 3 for additional information regarding the Company's fair value   
measurement of derivative instruments.                                
(c)  Includes primarily bifurcated embedded policy derivatives, which are       
recorded in policyholder contract deposits. See Notes 2 and 8 for     
additional information.                                               
(d)  Represents netting of derivative exposures covered by a qualifying master  
netting agreement.                                                    
(e)  Represents cash collateral posted and received.                            

The Company's interest rate contracts include interest rate swaps and short     
futures options. The interest rate swap agreements convert specific investment  
securities from a floating to a fixed-rate basis and are used to mitigate the   
impact of changes in interest rates on certain investment securities. The       
Company buys and sells exchange traded short futures contracts on U.S. Treasury 
notes to hedge interest rate exposures on certain bonds purchased for the       
Company's trading portfolio. The short futures contracts have terms no longer   
than three months at the time of purchase and all such positions are closed out 
each quarter end.                                                               

Foreign exchange contracts used by the Company include cross-currency interest  
rate swaps, which are used to reduce risks from changes in currency exchange    
rates with respect to investments denominated in foreign currencies that the    
Company holds.                                                                  

The Company purchases equity contracts, such as futures, call and put options,  
to economically hedge certain guarantees of specific equity-indexed universal   
life and annuities and variable annuity products. The Company's exchange traded 
index and long bond futures contracts have no recorded value as they are net    
cash settled daily. Call options are contracts that grant the purchaser, for a  
premium payment, the right, but not the obligation to purchase a financial      
instrument at a specified price within a specified period of time. Put options  
are contracts that provide the purchaser, for a premium payment, the right, but 
not the obligation to sell a financial instrument at a specified price within a 
specified period of time.                                                       

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AMERICAN GENERAL LIFE INSURANCE COMPANY 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company recorded the following change in value of its derivative financial  
instruments, including periodic net coupon settlements, change in value of its  
embedded derivatives and gains and losses on sales of derivatives in net        
realized capital gains (losses) in the consolidated statements of income:       

                                                        [Enlarge/Download Table]

                                                       2013            2012           2011     
                                                   ------------    ------------   ------------ 
                                                                  (in millions)                
                                                                                               
Derivatives designated as hedging instruments                                                  
   Interest rate contracts                         $        (32)   $         --   $         -- 
                                                   ------------    ------------   ------------ 
Total                                              $        (32)   $         --   $         -- 
                                                   ============    ============   ============ 
Derivatives not designated as hedging instruments                                              
   Interest rate contracts                         $        (81)   $         (8)  $       (173)
      Foreign exchange contracts                             --             (48)           156 
   Equity contracts                                        (448)           (101)           118 
   Other contracts                                          714            (514)          (437)
                                                   ------------    ------------   ------------ 
Total                                              $        185    $       (671)  $       (336)
                                                   ============    ============   ============ 

The Company is exposed to potential credit-related losses in the event of       
nonperformance by counterparties to financial instruments. The Company had $212 
million and $231 million of net derivative assets at December 31, 2013 and 2012,
respectively, outstanding with AIG Financial Products Corp., an affiliated      
company. The credit exposure of the Company's derivative financial instruments  
is limited to the fair value of contracts that are favorable to the Company at  
the reporting date.                                                             

6. VARIABLE INTEREST ENTITIES                                                   

A VIE is a legal entity that does not have sufficient equity at risk to finance 
its activities without additional subordinated financial support or is          
structured such that equity investors lack the ability to make significant      
decisions relating to the entity's operations through voting rights and do not  
substantively participate in the gains and losses of the entity. Consolidation  
of a VIE by its primary beneficiary is not based on majority voting interest,   
but is based on other criteria discussed below.                                 

The Company enters into various arrangements with VIEs in the normal course of  
business. The Company's involvement with VIEs is primarily as a passive investor
in debt securities (rated and unrated) and equity interests issued by VIEs. The 
Company's exposure is generally limited to those interests held.                

For VIEs with attributes consistent with that of an investment company or a     
money market fund, the primary beneficiary is the party or group of related     
parties that absorbs a majority of the expected losses of the VIE, receives the 
majority of the expected residual returns of the VIE, or both.                  

For all other VIEs, the primary beneficiary is the entity that has both (i) the 
power to direct the activities of the VIE that most significantly affect the    
VIE's economic performance and (ii) the obligation to absorb losses or the right
to receive benefits that could be potentially significant to the VIE. While also
considering these factors, the consolidation conclusion depends on the breadth  
of the Company's decision-making ability and its ability to influence activities
that significantly affect the economic performance of the VIE.                  

Exposure to Loss                                                                

The Company calculates its maximum exposure to loss to be (i) the amount        
invested in the debt or equity of the VIE and (ii) other commitments and        
guarantees to the VIE. Interest holders in VIEs sponsored by the Company        
generally have recourse only to the assets and cash flows of the VIEs and do not
have recourse to the Company.                                                   

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AMERICAN GENERAL LIFE INSURANCE COMPANY 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table presents the Company's total assets, total liabilities and  
off-balance sheet exposure associated with its variable interests in            
consolidated VIEs:                                                              

                                                        [Enlarge/Download Table]

                                                                      At December 31,                                      
                                    ---------------------------------------------------------------------------------------
                                             VIE Assets*                VIE Liabilities         Off-Balance Sheet Exposure 
                                    ---------------------------   ---------------------------   ---------------------------
                                        2013           2012           2013           2012           2013           2012    
                                    ------------   ------------   ------------   ------------   ------------   ------------
                                                                      (in millions)                                        
                                                                                                                           
Castle 1 Trust                      $        515   $        632   $        209   $        324   $         --   $         --
Castle 2 Trust                               440            634             72            274             --             --
Ambrose 2                                  2,072             --             91             --             --             --
Ambrose 3                                  2,198             --             90             --             --             --
Ambrose 5                                  2,613             --            131             --             --             --
Selkirk No. 1 Ltd.                         1,015                           229                                             
Investment in limited partnerships           612            665             33             23             --             --
                                    ------------   ------------   ------------   ------------   ------------   ------------
Total                               $      9,465   $      1,931   $        855   $        621   $         --   $         --
                                    ============   ============   ============   ============   ============   ============

*    The assets of each VIE can be used only to settle specific obligations of  
that VIE.                                                             

The following table presents total assets of unconsolidated VIEs in which the   
Company holds a variable interest, as well as the Company's maximum exposure to 
loss associated with these VIEs:                                                

                                                        [Enlarge/Download Table]

                                                          Maximum Exposure to Loss          
                                                --------------------------------------------
                                    Total VIE    On-Balance      Off-Balance                
                                      Assets       Sheet           Sheet           Total    
                                  ------------  ------------    ------------    ------------
                                                       (in millions)                        
                                                                                            
December 31, 2013                                                                           
Real estate and investment funds  $      4,321  $        683    $         50    $        733
                                  ------------  ------------    ------------    ------------
Total                             $      4,321  $        683    $         50    $        733
                                  ============  ============    ============    ============
December 31, 2012                                                                           
Real estate and investment funds  $      5,448  $        779    $         55    $        834
                                  ------------  ------------    ------------    ------------
Total                             $      5,448  $        779    $         55    $        834
                                  ============  ============    ============    ============

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AMERICAN GENERAL LIFE INSURANCE COMPANY 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Balance Sheet Classification                                                    

The Company's interest in the assets and liabilities of consolidated and        
unconsolidated VIEs was classified on the Company's consolidated balance sheets 
as follows:                                                                     

                                                        [Enlarge/Download Table]

                                                                     At December 31,                       
                                               ------------------------------------------------------------
                                                      Consolidated VIEs             Unconsolidated VIEs    
                                               ----------------------------    ----------------------------
                                                   2013            2012            2013            2012    
                                               ------------    ------------    ------------    ------------
                                                                       (in millions)                       
                                                                                                           
Assets:                                                                                                    
    Cash and short-term investments            $        140    $        182    $         --    $         --
    Bonds available for sale                          6,884              --              --              --
    Mortgage loans and other loans receivable         1,015              --              --              --
    Aircraft                                            762             984              --              --
    Other invested assets                               454             513             683             779
    Other asset accounts                                210             252              --              --
                                               ------------    ------------    ------------    ------------
Total assets                                   $      9,465    $      1,931    $        683    $        779
                                               ============    ============    ============    ============
Liabilities:                                                                                               
    Amounts due to related parties             $         85    $        139    $         --    $         --
    Notes payable - to affiliates, net                  237             142              --              --
    Notes payable - to third parties, net               346              98              --              --
    Other liability accounts                            187             242              --              --
                                               ------------    ------------    ------------    ------------
Total liabilities                              $        855    $        621    $         --    $         --
                                               ============    ============    ============    ============

Real Estate and Investment Funds                                                

The Company participates as a passive investor in the equity issued primarily by
third-party-managed hedge and private equity funds, real estate funds and some  
funds managed by AIG Asset Management (US), LLC ("AIG Investments"), an         
affiliate. The Company is typically not involved in the design or establishment 
of VIEs, nor does it actively participate in the management of VIEs. The        
Company's exposure to funds that are unconsolidated VIEs was not material to the
Company's financial condition as of December 31, 2013 or 2012.                  

Aircraft Trusts                                                                 

AIG has created two VIEs, Castle 1 Trust and Castle 2 Trust, for the purpose of 
acquiring, owning, leasing, maintaining, operating and selling aircraft. Under a
servicing agreement, International Lease Finance Corporation, an affiliate, acts
as servicer for the aircraft owned by these entities. The Company and other AIG 
subsidiaries hold beneficial interests in these entities. These beneficial      
interests include passive investments in non-voting preferred equity and in debt
issued by these entities. The debt of these entities is not an obligation of, or
guaranteed by, the Company or by AIG or any of AIG's subsidiaries. The Company  
bears the obligation to absorb economic losses or receive economic benefits that
could possibly be significant to Castle 1 Trust and Castle 2 Trust. As a result,
the Company has determined that it is the primary beneficiary of Castle 1 Trust 
and Castle 2 Trust and fully consolidates these entities. See Note 14 herein for
additional information on these entities.                                       

Securitization Vehicles                                                         

Ambrose                                                                         

During 2013, the Company entered into three separate securitization transactions
for the purpose of enhancing its risk-based capital ratio, liquidity and net    
investment income. The securitization transactions involved the Company's       
transfer of a portfolio of its high grade corporate securities, along with a    
portfolio of structured securities acquired from AIG, to newly formed special   
purpose entities, Ambrose 2013-2 ("Ambrose 2"), Ambrose 2013-3 ("Ambrose 3") and
Ambrose 2013-5 ("Ambrose 5") (collectively referred to as the "Ambrose          
entities"). The Ambrose entities issued beneficial interests to the Company in  
consideration for the transferred securities. The majority of the beneficial    
interests issued by the Ambrose entities are owned by the Company and it        
maintains the                                                                   

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AMERICAN GENERAL LIFE INSURANCE COMPANY 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

power to direct the activities of the VIEs that most significantly impact their 
economic performance and bears the obligation to absorb losses or receive       
benefits from the VIEs that could potentially be significant to the VIEs.       
Accordingly, the Company consolidates Ambrose 2, Ambrose 3 and Ambrose 5. See   
Note 14 herein for additional information on these entities.                    

Selkirk                                                                         

During 2013, the Company entered into a securitization transaction in which a   
portfolio of its commercial mortgage loans were transferred to a special purpose
entity, with the Company retaining a significant beneficial interest in the     
securitized loans. As consideration for the transferred loans, the Company      
received beneficial interests in two special purpose entities and cash proceeds 
from the securitized notes issued to third party investors by another special   
purpose entity. The Company determined that it either controlled or was the     
primary beneficiary of all of the special purpose entities in the securitization
structure, and therefore consolidates all of these entities, including Selkirk  
No. 1 Ltd, which is a VIE. See Note 14 for additional information on this       
securitization transaction.                                                     

RMBS, CMBS, Other ABS and CDOs                                                  

The Company is a passive investor in RMBS, CMBS, other ABS and CDOs primarily   
issued by domestic special-purpose entities. The Company generally does not     
sponsor or transfer assets to, or act as the servicer to these asset-backed     
structures, and was not involved in the design of these entities.               

The Company's maximum exposure in these types of structures is limited to its   
investment in securities issued by these entities. Based on the nature of the   
Company's investments and its passive involvement in these types of structures, 
the Company has determined that it is not the primary beneficiary of these      
entities. The Company has not included these entities in the tables above,      
however, the fair values of the Company's investments in these structures are   
reported in Note 3 and Note 4 herein.                                           

7. DEFERRED POLICY ACQUISITION COSTS AND DEFERRED SALES INDUCEMENTS             

The following table summarizes the activity in DAC:                             

                                                        [Enlarge/Download Table]

                                                           2013           2012           2011     
                                                       ------------   ------------   ------------ 
                                                                      (in millions)               
                                                                                                  
Balance at January 1                                   $      4,158   $      4,704   $      5,315 
    Deferrals                                                   790            584            663 
    Accretion of interest/amortization                         (581)          (592)          (722)
    Effect of unlocking assumptions used in                                                       
       estimating future gross profits                          105             45             28 
    Effect of realized gains on securities                      (37)           (85)          (245)
    Effect of unrealized (gains) losses on securities           661           (498)          (335)
                                                       ------------   ------------   ------------ 
Balance at December 31                                 $      5,096   $      4,158   $      4,704 
                                                       ============   ============   ============ 

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AMERICAN GENERAL LIFE INSURANCE COMPANY 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Value of business acquired (VOBA) is included in DAC on the consolidated balance
sheets. The following table summarizes the activity in value of business        
acquired:                                                                       

                                                        [Enlarge/Download Table]

                                                           2013           2012           2011     
                                                       ------------   ------------   ------------ 
                                                                      (in millions)               
                                                                                                  
Balance at January 1                                   $        339   $        391   $        443 
    Accretion of interest/amortization                          (27)           (15)           (39)
    Effect of unlocking assumptions used in                                                       
       estimating future gross profits                           10              5              1 
    Effect of realized gains on securities                       (5)           (23)            (5)
    Effect of unrealized (gains) losses on securities            31            (19)            (9)
                                                       ------------   ------------   ------------ 
Balance at December 31                                 $        348   $        339   $        391 
                                                       ============   ============   ============ 

VOBA amortization, net of accretion of interest, expected to be recorded in each
of the next five years is $14 million, $19 million, $17 million, $16 million and
$16 million, respectively.                                                      

The following table summarizes the activity in deferred sales inducements:      

                                                        [Enlarge/Download Table]

                                                           2013           2012           2011     
                                                       ------------   ------------   ------------ 
                                                                      (in millions)               
                                                                                                  

Balance at January 1                                   $        354   $        555   $        667 
    Deferrals                                                    62            112            134 
    Accretion of interest/amortization                         (109)          (140)          (167)
    Effect of unlocking assumptions used in                                                       
       estimating future gross profits                           65             27              8 
    Effect of realized gains on securities                      (13)            (1)           (46)
    Effect of unrealized (gains) losses on securities           143           (199)           (41)
                                                       ------------   ------------   ------------ 
Balance at December 31                                 $        502   $        354   $        555 
                                                       ============   ============   ============ 

The Company periodically reviews and unlocks estimated gross profit assumptions 
for investment-oriented products as necessary. Depending on the product, DAC,   
URR and other required reserves may be affected. In 2013, unlocking decreased   
amortization primarily due to updated spread assumptions for fixed annuity      
products, partially offset by decreases from higher life insurance mortality    
assumptions and surrender rate assumptions. In 2012, unlocking decreased        
amortization primarily due to decreased surrenders, partially offset by         
decreased interest spreads. In 2011, the Company recorded lower amortization    
primarily due to three unlocking events. First, a refinement was made to the    
estimated crediting rate. Second, base lapse and withdrawal rates were lowered  
to reflect recent experience. Third, the future interest spread was modified to 
incorporate additional spread compression.                                      

8.   FUTURE POLICY BENEFITS, POLICYHOLDER CONTRACT DEPOSITS, GUARANTEED BENEFITS
AND OTHER POLICYHOLDER FUNDS                                          

FUTURE POLICY BENEFITS                                                          

The liability for long duration future policy benefits at December 31, 2013 has 
been established on the basis of the following assumptions:                     

o    Interest rates (exclusive of immediate/terminal funding annuities), which  
vary by year of issuance and products, range from 3.0 percent to 10.0 
 percent within the first 20 years. Interest rates on immediate/terminal
funding annuities are at a maximum of 12.5 percent and grade to zero  
percent.                                                              

o    Mortality and surrender rates are generally based upon actual experience   
when the liability is established.                                    

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AMERICAN GENERAL LIFE INSURANCE COMPANY 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2013 and 2012, the Company recognized a pretax 
adjustment to policyholder benefit expense and an increase in reserves of $886  
million and $807 million, respectively as a consequence of actual loss          
recognition, and a $61 million strengthening of long-term care reserves in 2012 
for updated morbidity assumptions. There was no actual loss recognition recorded
in 2011.                                                                        

POLICYHOLDER CONTRACT DEPOSITS                                                  

Policyholder contract deposit liabilities were as follows at December 31:       

                                                                [Download Table]

                                      2013             2012   
                                  ------------    ------------
                                          (in millions)       
                                                              
Policyholder contract deposits:                               
   Life Insurance and A&H         $     11,476    $     10,859
   Fixed Annuities                      43,718          45,268
   Retirement Income Solutions           6,093           4,904
   Group Retirement                         32              34
   Institutional Markets                 8,848          11,633
   All other Institutional                 230             227
                                  ------------    ------------
Total                             $     70,397    $     72,925
                                  ============    ============

The products for which reserves are included in policyholder contract deposits  
at December 31, 2013 had the following characteristics:                         

o    Interest rates credited on deferred annuities, which vary by year of       
issuance, range from 1.0 percent to, including bonuses, 8.4 percent.  
Current declared interest rates are generally guaranteed to remain in 
effect for a period of one year, though some are guaranteed for longer
periods. Withdrawal charges generally range from 0.0 percent to 15.0  
percent grading to zero over a period of up to 20 years.              

o    GICs have market value withdrawal provisions for any funds withdrawn other 
   than benefit responsive payments. Interest rates credited generally range
   from 0.3 percent to 8.3 percent. The majority of these GICs mature within
seven years.                                                          

o    Interest rates on corporate life insurance products are guaranteed at 3.0  
 percent and the weighted average rate credited in 2013 was 4.4 percent.

o    The universal life products have credited interest rates of 1.0 percent to 
8.0 percent and guarantees ranging from 1.0 percent to 5.5 percent    
depending on the year of issue. Additionally, universal life funds are
  subject to surrender charges that amount to 8.7 percent of the aggregate
fund balance grading to zero over a period not longer than 20 years.  

Guaranteed Benefits                                                             

Variable annuity contracts may include certain contractually guaranteed benefits
to the contract holder. These guaranteed features include guaranteed minimum    
death benefits (GMDB) that are payable in the event of death, and living        
benefits that are payable in the event of annuitization, or, in other instances,
at specified dates during the accumulation period. Living benefits include      
guaranteed minimum income benefits (GMIB), guaranteed minimum withdrawal        
benefits (GMWB) and guaranteed minimum account value benefits (GMAV). A variable
annuity contract may include more than one type of guaranteed benefit feature;  
for example, it may have both a GMDB and a GMWB. However, a policyholder can    
only receive payout from one guaranteed feature on a contract containing a death
benefit and a living benefit, i.e. the features are mutually exclusive. A       
policyholder cannot purchase more than one living benefit on one contract. The  
net amount at risk for each feature is calculated irrespective of the existence 
of other features; as a result, the net amount at risk for each feature is not  
additive to that of other features.                                             

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AMERICAN GENERAL LIFE INSURANCE COMPANY 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

GMDB and GMIB                                                                   

Depending on the product, the GMDB feature may provide a death benefit of either
(a) total deposits made to the contract less any partial withdrawals plus a     
minimum return or (b) the highest contract value attained, typically on any     
anniversary date minus any subsequent withdrawals following the contract        
anniversary. GMIB guarantees a minimum level of periodic income payments upon   
annuitization. GMDB is the Company's most widely offered benefit; variable      
annuity contracts may also include GMIB to a lesser extent.                     

Details concerning the Company's GMDB exposure as of December 31 were as        
follows:                                                                        

                                                        [Enlarge/Download Table]

                                                        2013                                2012               
                                          ---------------------------------    --------------------------------
                                           Net Deposits        Highest         Net Deposits         Highest    
                                              Plus a           Contract           Plus a           Contract    
                                             Minimum            Value             Minimum            Value     
                                              Return           Attained           Return           Attained    
                                          ---------------   ---------------    --------------    --------------
                                                                         ($ in millions)                       
                                                                                                               

Account value                             $         20,108  $           14,428 $       13,943    $       13,688
Amount at risk (a)                                     635                 620            955             1,093
Average attained age of contract holders                65                  67             66                66
Range of guaranteed minimum return rates       0.00%-10.00%                       0.00%-10.00%                 

(a)  Net amount at risk represents the guaranteed benefit exposure in excess of 
  the current account value if death claims were filed on all contracts at
the balance sheet date.                                               

The following summarizes the GMDB and GMIB liabilities related to variable      
annuity contracts:                                                              

                                                                [Download Table]

                             2013           2012      
                         ------------    ------------ 
                                 (in millions)        
                                                      
Balance at January 1     $        401    $        439 
Reserve increase                   32              30 
Benefits paid                     (55)            (68)
                         ------------    ------------ 
Balance at December 31   $        378    $        401 
                         ============    ============ 

The following assumptions and methodology were used to determine the reserve for
guaranteed benefits on variable contracts at December 31, 2013:                 

o    Data used was up to 1,000 stochastically generated investment    
performance scenarios.                                      

o    Mean investment performance assumption ranged from 3.0 to 10.0   
percent.                                                    

o    Volatility assumption was 16 percent.                            

     o    For certain products, mortality was assumed to be 50.0 percent to 87.5
         percent of the 1994 variable annuity minimum guaranteed death benefit
        table, adjusted for recent experience. For other products, mortality
          was assumed to be 85.0 percent to 138.7 percent of the 2012 individual
annuity mortality table.                                    

    o    Lapse rates vary by contract type and duration and range from zero to
37 percent.                                                 

    o    The discount rate used ranged from 5.5 percent to 10.0 percent and is
        based on the growth rate assumptions for the underlying contracts in
effect at the time of policy issuance.                      

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AMERICAN GENERAL LIFE INSURANCE COMPANY 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

GMWB and GMAV                                                                   

Certain of the Company's variable annuity contracts offer optional GMWB and GMAV
benefits. The contract holder can monetize the excess of the guaranteed amount  
over the account value of the contract only through a series of withdrawals that
do not exceed a specific percentage per year of the guaranteed amount. If, after
the series of withdrawals, the account value is exhausted, the contract holder  
will receive a series of annuity payments equal to the remaining guaranteed     
amount, and, for lifetime GMWB products, the annuity payments can continue      
beyond the guaranteed amount. The account value can also fluctuate with equity  
market returns on a daily basis resulting in increases or decreases in the      
excess of the guaranteed amount over account value.                             

The liabilities for GMWB and GMAV, which are recorded in policyholder contract  
deposits, are accounted for as embedded policy derivatives measured at fair     
value, with changes in the fair value of the liabilities recorded in other      
realized capital gains (losses). The fair value of these embedded policy        
derivatives was a net asset of $89 million at December 31, 2013 and a net       
liability of $801 million at December 31, 2012. See Note 3 herein for discussion
of the fair value measurement of guaranteed benefits that are accounted for as  
embedded policy derivatives. The Company had account values subject to GMWB and 
GMAV that totaled $23.0 billion and $15.4 billion at December 31, 2013 and 2012,
respectively. The net amount at risk for GMWB represents the present value of   
minimum guaranteed withdrawal payments, in accordance with contract terms, in   
excess of account value. The net amount at risk for GMAV represents the present 
value of minimum guaranteed account value in excess of the current account      
balance, assuming no lapses. The net amount at risk related to these guarantees 
was $51 million and $590 million at December 31, 2013 and 2012, respectively.   
The Company uses derivative instruments to mitigate a portion of the exposure   
that arises from GMWB and GMAV benefits.                                        

OTHER POLICYHOLDER FUNDS                                                        

Participating Insurance                                                         

Participating life business represented approximately 1.0 percent of the gross  
insurance in force at December 31, 2013 and 6.7 percent of gross premiums in    
2013. Policyholder dividends were $28 million, $35 million and $41 million in   
2013, 2012 and 2011, respectively, and are included in policyholder benefits in 
the consolidated statements of income.                                          

9. REINSURANCE                                                                  

The Company generally limits its exposure to loss on any single life to $10     
million by ceding additional risks through reinsurance contracts with other     
insurers. On an exception basis, the Company can increase its exposure to loss  
on any single life up to $15 million.                                           

A receivable is recorded for reinsured benefits, both paid and pending, which   
are recoverable from a reinsurer. Reinsurance premiums are recognized over the  
life of the reinsured policies using assumptions consistent with those used to  
account for the underlying policies.                                            

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AMERICAN GENERAL LIFE INSURANCE COMPANY 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Reinsurance transactions for the years ended December 31, 2013, 2012 and 2011   
were as follows:                                                                

                                                        [Enlarge/Download Table]

                                                                                              Percentage 
                                                  Ceded to       Assumed                      of Amount  
                                     Gross        Other        From Other        Net          Assumed    
                                     Amount      Companies      Companies        Amount        to Net    
                                  ------------  ------------   ------------   ------------  ------------ 
                                                           (in millions)                                 
                                                                                                         
December 31, 2013                                                                                        
Life insurance in force           $    796,660  $    103,198   $      2,662   $    696,124          0.38%
                                  ============  ============   ============   ============               
Premiums:                                                                                                
   Life insurance and annuities   $      2,441  $        889   $         22   $      1,574          1.40%
   Accident and health insurance           218            10             --            208          0.00%
                                  ------------  ------------   ------------   ------------               
Total premiums                    $      2,659  $        899   $         22   $      1,782          1.23%
                                  ============  ============   ============   ============               
December 31, 2012                                                                                        
Life insurance in force           $    793,874  $    108,760   $      2,728   $    687,842          0.40%
                                  ============  ============   ============   ============               
Premiums:                                                                                                
   Life insurance and annuities   $      2,228  $        847   $         21   $      1,402          1.50%
   Accident and health insurance           228            13             (1)           214         -0.47%
                                  ------------  ------------   ------------   ------------               
Total premiums                    $      2,456  $        860   $         20   $      1,616          1.24%
                                  ============  ============   ============   ============               
December 31, 2011                                                                                        
Life insurance in force           $    785,904  $    117,210   $      3,080   $    671,774          0.46%
                                  ============  ============   ============   ============               
Premiums:                                                                                                
   Life insurance and annuities   $      2,210  $        846   $         22   $      1,386          1.59%
   Accident and health insurance           246            17             --            229          0.00%
                                  ------------  ------------   ------------   ------------               
Total premiums                    $      2,456  $        863   $         22   $      1,615          1.36%
                                  ============  ============   ============   ============               

Reinsurance assets include the balances due from reinsurance and insurance      
companies under the terms of reinsurance agreements for ceded future policy     
benefits for life and accident and health insurance contracts. The Company      
remains liable to the extent that reinsurers do not meet their obligation under 
the reinsurance contracts, and as a result, the Company regularly evaluates the 
financial condition of its reinsurers and monitors its concentration of credit  
risk.                                                                           

Total reinsurance recoverables are included in reinsurance assets on the        
consolidated balance sheets. Reinsurance recoverable on paid losses was         
approximately $110 million and $111 million at December 31, 2013 and 2012,      
respectively. Reinsurance recoverable on unpaid losses was approximately $74    
million and $108 million at December 31, 2013 and 2012, respectively. Ceded     
claim and surrender recoveries under reinsurance agreements was $658 million,   
$694 million and $579 million for the years ended 2013, 2012 and 2011,          
respectively.                                                                   

The National Association of Insurance Commissioners ("NAIC") Model Regulation   
"Valuation of Life Insurance Policies" ("Regulation XXX") requires U.S. life    
insurers to establish additional statutory reserves for term life insurance     
policies with long-term premium guarantees and universal life policies with     
secondary guarantees ("ULSGs"). In addition, NAIC Actuarial Guideline 38        
("Guideline AXXX") clarifies the application of Regulation XXX as to these      
guarantees, including certain ULSGs. The Company manages the capital impact of  
statutory reserve requirements under Regulation XXX and Guideline AXXX through  
intercompany reinsurance transactions. Regulation XXX and Guideline AXXX        
reserves related to new and in-force business (term and universal life) are     
ceded to the Parent, AGC Life, under a coinsurance/modified coinsurance         
agreement effective January 1, 2011. This agreement does not meet the criteria  
for reinsurance accounting under GAAP; therefore, deposit accounting is applied.

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The agreement between the Company and AGC Life also provides for an experience  
refund of all profits, less a reinsurance risk charge. The main impact of the   
agreement on the Company's results of operations for the years ended December   
31, 2013, 2012 and 2011 was a pre-tax expense of approximately $73 million, $66 
million and $59 million, respectively, representing the risk charge associated  
with the reinsurance agreement.                                                 

On October 1, 2003, the Company entered into a coinsured/modified coinsurance   
agreement with AIG Life of Bermuda, Ltd. ("AIGB"). The agreement has an         
effective date of January 1, 2003. Under the agreement, AIGB reinsured 100      
percent quota share of the Company's liability on virtually all general account 
deferred annuity contracts issued by the Company with issue dates on or after   
January 1, 2003. The agreement was amended on September 25, 2007 to terminate   
the agreement for new business as of July 1, 2007. Under the agreement, the     
Company will retain the assets supporting the reserves ceded to AIGB. The       
agreement also provides for an experience refund of all profits, less a         
reinsurance risk charge. This agreement does not meet the criteria for          
reinsurance accounting under GAAP, therefore, deposit accounting is applied. The
main impact of the agreement on the Company's results of operations for the     
years ended December 31, 2013, 2012 and 2011 was a pre-tax expense of           
approximately $3 million in each year and represented the risk charge associated
with the reinsurance agreement.                                                 

In 2003, the Company entered into a coinsurance/modified coinsurance agreement  
with AIGB. The agreement has an effective date of January 1, 2003. Under the    
agreement, AIGB reinsured a 100 percent quota share of the Company's liability  
on selective level term products and universal life products issued by the      
Company. This agreement does not meet the criteria for reinsurance accounting   
under GAAP; therefore, deposit accounting is applied. This agreement was amended
to terminate for new business issued on and after August 1, 2009. The agreement 
also provides for an experience refund of all profits, less a reinsurance risk  
charge. The main impact of the agreement on the Company's results of operations 
for the years ended December 31, 2013, 2012 and 2011 was a pre-tax expense of   
approximately $3 million, $4 million and $3 million, respectively, representing 
the risk charge associated with the coinsurance agreement.                      

10. DEBT                                                                        

The following table lists the Company's total debt outstanding at December 31,  
2013 and 2012. The interest rates presented in the following table are the range
of contractual rates in effect at year end, including fixed and variable-rates: 

                                                        [Enlarge/Download Table]


                                              Range of                            Balance at           Balance at    
                                              Interest                          December 31,           December 31,  
Year Ended December 31, 2013                   Rate(s)      Maturity Date(s)        2013                   2012      
                                          ----------------  ---------------  ------------------    ------------------
                                                                                          (in millions)              
                                                                                                                     
Notes Payable, Affiliates:                                                                                           
     Notes payable of consolidated VIEs     7.00% - 7.60%        2027        $               26    $              142
     Notes payable of consolidated VIEs,                                                                             
       at fair value                        3.06% - 3.26%        2060                       211                    --
     Debt of consolidated investments       0.00% - 5.77%      various                       23                    --
                                                                             ------------------    ------------------
  Total Notes Payable, Affiliates                                                           260                   142
Notes Payable, Third Party:                                                                                          
     Notes payable of consolidated VIEs     1.33% - 7.00%      various                      346                    98
     FHLB borrowings                        0.50% - 0.54%        2015                        32                    60
                                                                             ------------------    ------------------
  Total Notes Payable, Third Party                                                          378                   158
                                                                             ------------------    ------------------
Total Notes Payable                                                          $              638    $              300
                                                                             ==================    ==================

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table presents maturities of long-term debt, including hedge      
accounting valuation adjustments and fair value adjustments, when applicable:   

                                                        [Enlarge/Download Table]

                                                                                  Year Ending                               
                                                      ----------------------------------------------------------------------
December 31, 2013                             Total     2014        2015        2016        2017        2018      Thereafter
                                            --------  --------    --------    --------    --------    --------    ----------
                                                                             (in millions)                                  
                                                                                                                            
Notes Payable, Affiliates:                                                                                                  
    Notes payable of consolidated VIEs      $     26  $     --    $     --    $     --    $     --    $     --    $       26
    Notes payable of consolidated VIEs, at                                                                                  
      fair value                                 211        --          --          --          --          --           211
    Debt of consolidated investments              23        --          --          13          --          --            10
                                            --------  --------    --------    --------    --------    --------    ----------
 Total Notes Payable, Affiliates                 260        --          --          13          --          --           247
Notes Payable, Third Party:                                                                                                 
    Notes payable of consolidated VIEs           346        --          --          --          --          --           346
    FHLB borrowings                               32        --          32          --          --          --            --
                                            --------  --------    --------    --------    --------    --------    ----------
 Total Notes Payable, Third Party:               378        --          32          --          --          --           346
                                            --------  --------    --------    --------    --------    --------    ----------
Total Notes Payable                         $    638  $     --    $     32    $     13    $     --    $     --    $      593
                                            ========  ========    ========    ========    ========    ========    ==========

Castle Trust Notes Payable                                                      

On September 23, 2003 and January 14, 2004, Castle 1 Trust and Castle 2 Trust,  
respectively, issued five classes of notes payable. As of December 31, 2013, the
balance of the Castle 2 Trust notes was paid in full.                           

The repayment terms of each class of notes are such that certain principal      
amounts are expected to be repaid on dates which are based on certain operating 
assumptions or refinanced through the issuance of new notes, but in any event   
are ultimately due for repayment on May 15, 2027 for Castle 1 Trust. Each Trust 
has the right to make an optional redemption of any class of the notes. Should  
either Trust choose to exercise an early redemption of any of the notes, it may 
be required to pay a redemption premium.                                        

The dates on which principal repayments on the notes will actually occur will   
depend on the cash flows generated from the portfolio of aircraft, each Trust's 
ability to refinance any or all of the notes and the amount of operating costs  
incurred in the ordinary course of business.                                    

The notes are obligations solely of Castle 1 Trust and Castle 2 Trust and are   
not secured by the aircraft. The notes are not guaranteed by any lessee, sellers
of aircraft, trustees of Castle 1 Trust, trustees of Castle 2 Trust, the Company
or other beneficial interest holders of Castle 1 Trust, Castle 2 Trust, or any  
other person.                                                                   

FHLB Borrowings                                                                 

Membership with the FHLB provides the Company with collateralized borrowing     
opportunities, primarily as an additional source of contingent liquidity. When a
cash advance is obtained, the Company is required to pledge certain             
mortgage-backed securities, government and agency securities, other qualifying  
assets and its ownership interest in the FHLB of Dallas to secure advances      
obtained from the FHLB. Upon any event of default by the Company, the FHLB of   
Dallas's recovery would generally be limited to the amount of the Company's     
liability under advances borrowed.                                              

On December 31, 2012, several life insurance companies were merged into the     
Company. Refer to Note 1 for further discussion. Each of the companies listed   
below were members in their respective FHLBs. In conjunction with the merger    
described in Note 1, WNL, AGLA and SALIC withdrew their membership from their   
respective FHLBs, and their interest in shares of the FHLB stock will be        
redeemed by the respective FHLBs over time. On May 28, 2013, AGLA's outstanding 
FHLB of Cincinnati stock was redeemed. The carrying value of the Company's      
ownership in FHLB stock is reported on the consolidated balance sheets in other 
invested assets.                                                                

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                [Download Table]

Company              Domiciliary State       FHLB Bank           
--------             -----------------       --------------------
                                                                 
AGL                  Texas                   FHLB - Dallas       
WNL                  Texas                   FHLB - Dallas       
SALIC                Arizona                 FHLB - San Francisco

At December 31, 2013 and 2012, the fair value of collateral pledged to secure   
advances was $67 million and $372 million, respectively.                        

11. COMMITMENTS AND CONTINGENT LIABILITIES                                      

COMMITMENTS                                                                     

Leases                                                                          

The Company has various long-term, noncancelable operating leases, primarily for
office space and equipment, which expire at various dates through 2028. At      
December 31, 2013, the future minimum lease payments under the operating leases 
are as follows:                                                                 

                                                                [Download Table]

                                                                   (in millions)
                                                                                
2014                                                               $          24
2015                                                                          23
2016                                                                          20
2017                                                                          15
2018                                                                          10
Thereafter                                                                    34
                                                                   -------------
Total                                                              $         126
                                                                   =============

Rent expense was $32 million, $33 million and $34 million for the years ended   
December 31, 2013, 2012 and 2011, respectively.                                 

The leasing operations of Castle 1 Trust and Castle 2 Trust consist of leasing  
aircraft under operating leases. At December 31, 2013, future minimum lease     
payments, including an estimated U.S. dollar equivalent for lease payments      
denominated in Euros using an exchange rate in effect at December 31, 2013, to  
be received by Castle 1 Trust and Castle 2 Trust under operating leases for the 
years ended December 31 are as follows:                                         

                                                                [Download Table]

                                                                   (in millions)
                                                                                
2014                                                             $           103
2015                                                                          77
2016                                                                          49
2017                                                                          33
2018                                                                          18
Thereafter                                                                    15
                                                                 ---------------
Total                                                            $           295
                                                                 ===============

Commitments to Fund Partnership Investments                                     

The Company had commitments to provide funding to various limited partnerships  
totaling $526 million and $595 million for the periods ended December 31, 2013  
and 2012, respectively. The commitments to invest in limited partnerships and   
other funds are called at the discretion of each fund, as needed and subject to 
the provisions of such fund's governing documents, for funding new investments, 
follow-on investments and/or fees and other expenses of the fund. Of the total  
commitments at December 31, 2013, $504 million are currently expected to expire 
by 2014, based on the expected life cycle of the related fund and the Company's 
historical funding trends for such commitments.                                 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Mortgage Loan Commitments                                                       

The Company had $215 million in commitments relating to mortgage loans at       
December 31, 2013.                                                              

Other Commitments                                                               

The Company has entered into credit and short-term financing agreements under   
which the Company agreed to make loans to various affiliates (See Note 15).     

SAAMCo is the investment advisor of SunAmerica Money Market Fund (the "Fund"), a
series of the SunAmerica Money Market Funds, Inc., which seeks to maintain a    
stable $1.00 net asset value ("NAV") per share. The Fund's market value NAV was 
negatively impacted by a loss in 2008 on an asset-backed security ("Cheyne").   
SAAMCo has provided certain commitments to the Board of Directors of the Fund to
contribute capital to maintain a minimum market value per share up to the amount
of the security loss. Management has also committed that should the realized    
loss carry forward from Cheyne eventually expire, SAAMCo will reimburse the Fund
to the extent of the expiration. SAAMCo has recorded a contingent liability of  
$1 million for expected future capital contributions as of December 31, 2013.   

CONTINGENT LIABILITIES                                                          

Legal Matters                                                                   

Various lawsuits against the Company have arisen in the ordinary course of      
business. Except as discussed below, the Company believes it is unlikely that   
contingent liabilities arising from litigation, income taxes and other matters  
will have a material adverse effect on the Company's results of operations, cash
flows and financial position.                                                   

Regulatory Matters                                                              

All fifty states and the District of Columbia have laws requiring solvent life  
insurance companies, through participation in guaranty associations, to pay     
assessments to protect the interests of policyholders of insolvent life         
insurance companies. These state insurance guaranty associations generally levy 
assessments, up to prescribed limits, on member insurers in a particular state  
based on the proportionate share of the premiums written by member insurers in  
the lines of business in which the impaired, insolvent or failed insurer is     
engaged. Such assessments are used to pay certain contractual insurance benefits
owed pursuant to insurance policies issued by impaired, insolvent or failed     
insurers. Some states permit member insurers to recover assessments paid through
full or partial premium tax offsets. The Company accrues liabilities for        
guaranty fund assessments when an assessment is probable and can be reasonably  
estimated. The Company estimates the liability using the latest information     
available from the National Organization of Life and Health Insurance Guaranty  
Associations. While the Company cannot predict the amount and timing of any     
future guaranty fund assessments, the Company has established reserves it       
believes are adequate for assessments relating to insurance companies that are  
currently subject to insolvency proceedings. The Company accrued $12 million and
$17 million for these guaranty fund assessments at December 31, 2013, and 2012, 
respectively, which is reported within other liabilities in the accompanying    
consolidated balance sheets.                                                    

The Company recorded an increase of approximately $58 million and $179 million  
in the estimated reserves for IBNR death claims in 2012 and 2011, respectively, 
in conjunction with the use of the SSDMF to identify potential claims not yet   
filed. In 2012, the Company worked to resolve multi-state examinations relating 
to the handling of unclaimed property and the use of the SSDMF to identify death
claims that have not been submitted to the Company in the normal course of      
business. The final settlement of these examinations was announced on October   
22, 2012, pursuant to which the Company and certain of its affiliates paid an   
$11 million regulatory assessment to the various state insurance departments    
that are parties to the regulatory settlement to defray costs of their          
examinations and monitoring. Although the Company has enhanced its claims       
practices to include use of the SSDMF, it is possible that the settlement       
remediation requirements, remaining inquiries, other regulatory activity or     
litigation could result in the payment of additional amounts. AIG has also      
received a demand letter from a purported AIG shareholder                       

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requesting that the Board of Directors investigate these matters, and bring     
appropriate legal proceedings against any person identified by the investigation
as engaging in misconduct. On January 8, 2014, the independent members of AIG's 
Board unanimously refused the demand in its entirety, and on February 19, 2014, 
counsel for AIG's Board sent a letter to counsel for the purported AIG          
shareholder describing the process by which AIG's Board considered and refused  
its demand. The Company believes it has adequately reserved for such claims, but
there can be no assurance that the ultimate cost will not vary, perhaps         
materially, from its estimate.                                                  

In addition, the state of West Virginia has two lawsuits pending against the    
Company relating to alleged violations of the West Virginia Uniform Unclaimed   
Property Act, in connection with policies issued by the Company and by AGLA     
(which merged into the Company on December 31, 2012). The State of West Virginia
has also filed similar lawsuits against other insurers.                         

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

12. TOTAL EQUITY                                                                

Capital contributions received by the Company were $368 million, $265 thousand  
and $16 million in 2013, 2012 and 2011, respectively.                           

The components of accumulated other comprehensive income are as follows:        

                                                        [Enlarge/Download Table]

                                                                2013          2012             2011    
                                                           ------------   ------------    ------------ 
                                                                           (in millions)               
                                                                                                       
Fixed maturity and equity securities, available for sale:                                              
   Gross unrealized gains                                  $      6,491   $     12,608    $      9,722 
   Gross unrealized losses                                       (2,542)          (704)         (2,143)
Net unrealized gains on other invested assets                       897            925             655 
Adjustments to DAC, VOBA and deferred sales inducements            (940)        (1,804)         (1,088)
Insurance loss recognition                                          (10)        (2,048)         (1,712)
Foreign currency translation adjustments                              3             12              16 
Deferred federal and state income tax expense                    (1,168)        (3,096)         (1,913)
                                                           ------------   ------------    ------------ 
   Accumulated other comprehensive income                  $      2,731   $      5,893    $      3,537 
                                                           ============   ============    ============ 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table presents the other comprehensive income (loss)              
reclassification adjustments for the years ended December 31:                   

                                                        [Enlarge/Download Table]

                         Unrealized                                                                                     
                            gains                                                                                       
                         (losses) of                                                                                    
                            fixed                         Adjustment to                                                 
                          maturity                          deferred                                                    
                         investments                         policy                                                     
                             on                           acquisition                                                   
                            which       Unrealized           costs,                                                     
                         other-than       gains             value of                                                    
                          temporary      (losses)           business                                                    
                           credit         on all          acquired and                      Foreign                     
                         impairments      other              deferred      Insurance       currency                     
                            were         invested            sales            loss        translation                   
                            taken         assets          inducements      recognition     adjustment         Total     
                        -------------   -------------   ---------------   -------------   -------------   ------------- 
                                                                 (in millions)                                          
                                                                                                                        
DECEMBER 31, 2013                                                                                                       
Unrealized change                                                                                                       
 arising during period   $        461   $      (6,597)   $         885    $       1,152   $          (9)  $      (4,108)
Less: Reclassification                                                                                                  
 adjustments included                                                                                                   
 in net income                     92           1,726               50             (886)             --             982 
                        -------------   -------------    -------------    -------------   -------------   ------------- 
Total other                                                                                                             
 comprehensive loss,                                                                                                    
 before income tax                                                                                                      
 (expense) benefit                369          (8,323)             835            2,038              (9)         (5,090)
Less: Income tax                                                                                                        
 (expense) benefit               (127)          3,058             (293)            (713)              3           1,928 
                        -------------   -------------    -------------    -------------   -------------   ------------- 
Total other                                                                                                             
 comprehensive loss,                                                                                                    
 net of income tax                                                                                                      
 (expense) benefit      $         242   $      (5,265)   $         542    $       1,325   $          (6)  $      (3,162)
                        =============   =============    =============    =============   =============   ============= 
DECEMBER 31, 2012                                                                                                       
Unrealized change                                                                                                       
 arising during period   $      1,682   $       1,787    $        (817)   $      (1,143)  $          (4)  $       1,505 
Less: Reclassification                                                                                                  
 adjustments included                                                                                                   
 in net income                    230          (1,356)            (101)            (807)             --          (2,034)
                        -------------   -------------    -------------    -------------   -------------   ------------- 
Total other                                                                                                             
comprehensive income,                                                                                                   
 before income tax                                                                                                      
 (expense) benefit              1,452           3,143             (716)            (336)             (4)          3,539 
Less: Income tax                                                                                                        
 (expense) benefit               (545)         (1,015)             257              119               1          (1,183)
                        -------------   -------------    -------------    -------------   -------------   ------------- 
Total other                                                                                                             
 comprehensive income,                                                                                                  
 net of income tax                                                                                                      
 (expense) benefit      $         907   $       2,128    $        (459)   $        (217)  $          (3)  $       2,356 
                        =============   =============    =============    =============   =============   ============= 
DECEMBER 31, 2011                                                                                                       
Unrealized change                                                                                                       
 arising during period   $        616   $       3,082    $        (465)   $      (1,478)  $           3   $       1,758 
Less: Reclassification                                                                                                  
 adjustments included                                                                                                   
 in net income                    291              (5)             (80)              --              --             206 
                        -------------   -------------    -------------    -------------   -------------   ------------- 
Total other                                                                                                             
 comprehensive income,                                                                                                  
 before income tax                                                                                                      
 (expense) benefit                325           3,087             (385)          (1,478)              3           1,552 
Less: Income tax                                                                                                        
(expense) benefit                (111)         (1,104)             134              519              (1)           (563)
                        -------------   -------------    -------------    -------------   -------------   ------------- 
Total other                                                                                                             
 comprehensive income,                                                                                                  
 net of income tax                                                                                                      
 (expense) benefit      $         214   $       1,983    $        (251)   $        (959)  $           2   $         989 
                        =============   =============    =============    =============   =============   ============= 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table presents the effect of the reclassification of significant  
items out of accumulated other comprehensive income on the respective line items
in the consolidated statements of income:                                       

                                                        [Enlarge/Download Table]

                                               Amount                                                 
                                            Reclassified                                              
                                                 from                                                 
                                             Accumulated                                              
                                                Other                                                 
                                            Comprehensive                                             
                                               Income                                                 
                                           ----------------                                           
                                                               Affected Line Item in the Consolidated 
                                                 2013                   Statements of Income          
                                           ----------------   ----------------------------------------
                                             (in millions)                                            
                                                                                                      
Unrealized gains (losses) of fixed                                                                    
 maturity investments on which other-than                                                             
 temporary credit impairments were taken    $          92    Net realized capital gains (losses)      
Unrealized gains (losses) on all other                                                                
 invested assets                                    1,726    Net realized capital gains (losses)      
Adjustment to deferred policy                                Amortization of deferred policy          
 acquisition costs and deferred sales                        acquisition costs and deferred sales     
 inducements                                           50    inducements                              
Insurance loss recognition                           (886)   Policyholder benefits                    
                                           --------------                                             
Total reclassifications for the period     $          982                                             
                                           ==============                                             

Dividends that the Company may pay to the Parent in any year without prior      
approval of the Texas Department of Insurance ("TDI") are limited by statute.   
The maximum amount of dividends which can be paid over a rolling twelve-month   
period to shareholders of insurance companies domiciled in the state of Texas   
without obtaining the prior approval of the TDI is limited to the greater of    
either 10 percent of the preceding year's statutory surplus or the preceding    
year's statutory net gain from operations. Additionally, unless prior approval  
of the TDI is obtained, dividends can only be paid out of the Company's         
unassigned surplus. Subject to the foregoing requirements, the maximum dividend 
payout that may be made in 2014 without prior approval of the TDI is $3.9       
billion.                                                                        

In 2013 and 2012, the Company paid dividends totaling $2.6 billion and $1.9     
billion, respectively, to its Parent. Dividend payments in excess of positive   
retained earnings were classified and reported as a return of capital.          

The Company is required to file financial statements prepared in accordance with
statutory accounting practices prescribed or permitted by state insurance       
regulatory authorities. The principal differences between statutory financial   
statements and financial statements prepared in accordance with U.S. GAAP are   
that statutory financial statements do not reflect DAC, some bond portfolios may
be carried at amortized cost, investment impairments are determined in          
accordance with statutory accounting practices, assets and liabilities are      
presented net of reinsurance, policyholder liabilities are generally valued     
using more conservative assumptions and certain assets are non-admitted. In     
addition, state insurance regulatory authorities have the right to permit       
specific practices that deviate from prescribed statutory practices.            

Statutory net income and capital and surplus of AGL were as follows:            

                                                        [Enlarge/Download Table]

At year ended, December 31,                                  2013              2012            2011    
--------------------------------------------------------  -------------    -------------  -------------
                                                                        (in millions)                  
                                                                                                       
Statutory net income                                      $       3,431    $       3,641  $         924
At December 31:                                                                                        
Statutory capital and surplus                                    12,656           11,515               
Aggregate minimum required statutory capital and surplus          2,624            2,636               

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

13. FEDERAL INCOME TAXES                                                        

The components of the provision for income taxes on pretax income for the years 
ended December 31 were as follows:                                              

                                                                [Download Table]

                               2013            2012             2011    
                           ------------    ------------    ------------ 
                                           (in millions)                
                                                                        
Current                    $         95    $        (21)    $      (345)
Deferred                           (543)           (601)           (368)
                           ------------    ------------    ------------ 
Total income tax benefit   $       (448)   $       (622)   $       (713)
                           ============    ============    ============ 

The U.S. statutory income tax rate is 35 percent for 2013, 2012 and 2011. Actual
income tax expense (benefit) differs from the statutory U.S. federal amount     
computed by applying the federal income tax rate for the years ended December   
31, due to the following:                                                       

                                                        [Enlarge/Download Table]

                                                        2013            2012            2011    
                                                     ------------   ------------   ------------ 
                                                                    (in millions)               
                                                                                                
U.S. federal income tax (benefit) at statutory rate  $      1,573   $        845   $        464 
Adjustments:                                                                                    
   Valuation allowance                                     (1,999)        (1,457)        (1,225)
   State income tax                                             8             (2)            91 
   Dividends received deduction                               (23)           (24)           (27)
   Other                                                       (7)            16            (16)
                                                     ------------   ------------   ------------ 
Total income tax benefit                             $       (448)  $       (622)  $       (713)
                                                     ============   ============   ============ 

Deferred income taxes reflect the net tax effects of temporary differences      
between the carrying amounts of assets and liabilities for financial reporting  
purposes and the amounts used for income tax reporting purposes. The significant
components of deferred tax assets and liabilities at December 31 are as follows:

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                        [Enlarge/Download Table]

                                                                               2013             2012      
                                                                           -------------    ------------- 
                                                                                    (in millions)         
                                                                                                          
Deferred tax assets:                                                                                      
    Excess capital losses and other tax carryovers                         $         569    $       3,604 
    Basis differential of investments                                              3,014            1,085 
    Policy reserves                                                                  577            1,758 
    Other                                                                            235              271 
                                                                           -------------    ------------- 
    Total deferred tax assets before valuation allowance                           4,395            6,718 
    Valuation allowance                                                           (1,173)          (3,467)
                                                                           -------------    ------------- 
    Total deferred tax assets                                                      3,222            3,251 
Deferred tax liabilities:                                                                                 
    Deferred policy acquisition costs                                             (1,507)          (2,074)
    Net unrealized gains on debt and equity securities available for sale         (1,365)          (3,081)
    State deferred tax liabilities                                                   (21)             (21)
    Capitalized EDP                                                                   (1)              (6)
                                                                           -------------    ------------- 
    Total deferred tax liabilities                                                (2,894)          (5,182)
                                                                           -------------    ------------- 
Net deferred tax asset (liability)                                         $         328    $      (1,931)
                                                                           =============    ============= 

At December 31, 2013, the Company had no net operating losses carryforwards. At 
December 31, 2013, the Company had the following foreign tax credit carryovers: 

                                                                [Download Table]

                                                Amount           Year expired   
                                           -----------------   -----------------
                                             (in millions)                      
                                                                                
2005                                       $              1          2015       
2006                                                      6          2016       
2007                                                      1          2017       
2008                                                      2          2018       
2009                                                      3          2019       
2010                                                      9          2020       
2011                                                      7          2021       
2012                                                      7          2022       
2013                                                      7          2023       
                                           ----------------                     
Total                                      $             43                     
                                           ================                     

At December 31, 2013, the Company had the following capital loss carryforwards: 

                                                                [Download Table]

                                                Amount           Year expired   
                                           ----------------    -----------------
                                            (in millions)                       
                                                                                
2009                                       $            885          2014       
                                           ================                     

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

At December 31, 2013, the Company had the following general business credit     
carryforwards:                                                                  

                                                                [Download Table]

                                                Amount           Year expired   
                                           -----------------   -----------------
                                            (in millions)                       
                                                                                
2005                                       $             18          2025       
2006                                                      7          2026       
2007                                                     90          2027       
2008                                                     15          2028       
2009                                                     27          2029       
2010                                                     38          2030       
2011                                                      7          2031       
2012                                                      7          2032       
2013                                                      8          2033       
                                           ----------------                     
                                           $            217                     
                                           ================                     

The Company is included in the consolidated federal income tax return of its    
ultimate parent, AIG. Under the tax sharing agreement with AIG, taxes are       
recognized and computed on a separate company basis. To the extent that benefits
for net operating losses, foreign tax credits or net capital losses are utilized
on a consolidated basis, the Company will recognize tax benefits based upon the 
amount of the deduction and credits utilized in the consolidated federal income 
tax return.                                                                     

Assessment of Deferred Tax Asset Valuation Allowance                            

The evaluation of the recoverability of the deferred tax asset and the need for 
a valuation allowance requires the Company to weigh all positive and negative   
evidence to reach a conclusion that is more likely than not that all or some    
portion of the deferred tax asset will not be realized. The weight given to the 
evidence is commensurate with the extent to which it can be objectively         
verified. The more negative evidence that exists, the more positive evidence is 
necessary and the more difficult it is to support a conclusion that a valuation 
allowance is not needed.                                                        

The Company's framework for assessing the recoverability of deferred tax assets 
weighs the sustainability of recent operating profitability, the predictability 
of future operating profitability of the character necessary to realize the     
deferred tax assets, and the Company's emergence from cumulative losses in      
recent years. The framework requires the Company to consider all available      
evidence, including:                                                            

   o    the nature, frequency and severity of cumulative financial reporting
losses in recent years;                                     

    o    the predictability of future operating profitability of the character
necessary to realize the net deferred tax asset;            

    o    the carryforward periods for the net operating loss, capital loss and
       foreign tax credit carryforwards, including the effect of reversing
taxable temporary differences; and                          

o    prudent and feasible tax planning strategies that would be       
          implemented, if necessary, to protect against the loss of deferred tax
assets.                                                     

As a result of sales in the ordinary course of business to manage the investment
portfolio and the application of prudent and feasible tax planning strategies   
during the year ended December 31, 2013, the Company determined that an         
additional portion of the capital loss carryforwards will more-likely-than-not  
be realized prior to their expiration. Therefore, for the year ended December   
31, 2013, the Company released $2,294 million of its deferred tax asset         
valuation associated with the capital loss carryforwards, of which $1,999       
million was allocated to income. Additional capital loss carryforwards may be   
realized in the future if and when other prudent and feasible tax planning      
strategies are identified. Changes in market conditions, including rising       
interest rates above the Company's projections, may result in a reduction in    
projected taxable gains and reestablishment of a valuation allowance.           

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Accounting for Uncertainty in Income Taxes                                      

A reconciliation of the beginning and ending balances of the total amounts of   
gross unrecognized tax benefits is as follows:                                  

                                                                [Download Table]

                                                                 December 31,       
                                                        ----------------------------
                                                            2013            2012    
                                                        ------------    ------------
                                                                (in millions)       
                                                                                    
Gross unrecognized tax benefits at beginning of period  $         85    $         65
  Increases in tax positions for prior years                       7              20
  Decreases in tax positions for prior years                       0             -- 
                                                        ------------    ------------
Gross unrecognized tax benefits at end of period        $         92    $         85
                                                        ============    ============

The Company continually evaluates proposed adjustments by taxing authorities. At
December 31, 2013, such proposed adjustments would not result in a material     
change to the Company's financial condition. Although it is reasonably possible 
that a significant change in the balance of unrecognized tax benefits may occur 
within the next twelve months, at this time it is not possible to estimate the  
range of the change due to the uncertainty of the potential outcomes.           

As of December 31, 2013 and 2012, the Company's unrecognized tax benefits,      
excluding interest and penalties, were $68 million and $67 million,             
respectively. As of December 31, 2013 and 2012, the amounts of unrecognized tax 
benefits that, if recognized, would favorably affect the effective tax rate were
$27 million and $11 million, respectively.                                      

Interest and penalties related to unrecognized tax benefits are recognized in   
income tax expense. At December 31, 2013 and 2012, the Company had accrued $16  
million and $18 million, respectively, for the payment of interest (net of      
federal benefit) and penalties. For the years ended December 31, 2013, 2012 and 
2011, the Company recognized an expense of $6 million, $11 million and $1       
million, respectively, of interest (net of federal benefit) and penalties in the
consolidated statements of income.                                              

The Company is currently under IRS examination for the taxable years 2003 to    
2009. Although the final outcome of possible issues raised in any future        
examination is uncertain, the Company believes that the ultimate liability,     
including interest, will not materially exceed amounts recorded in the          
consolidated financial statements. The Company's taxable years 2001 to 2013     
remain subject to examination by major tax jurisdictions.                       

14. RELATED-PARTY TRANSACTIONS                                                  

Events Related to AIG                                                           

On March 1, 2013, AIG completed the repurchase of warrants issued to the United 
States Department of the Treasury ("U.S. Treasury") in 2008 and 2009. The       
warrants issued in 2008 provided the right to purchase approximately 2.7 million
shares of AIG common stock at $50.00 per share, and the warrants issued in 2009 
provided the right to purchase up to 150 shares of AIG common stock at $0.00002 
per share. AIG and the U.S. Treasury agreed upon a repurchase price of          
approximately $25 million for the warrants. As a result of AIG's repurchase of  
these warrants, the U.S. Treasury does not have any residual interest in AIG.   

AIG is subject to regulation by the Board of Governors of the Federal Reserve   
System as a savings and loan holding company. Also, on July 9, 2013, AIG issued 
a press release announcing the receipt of a notice from the U.S. Treasury that  
the Financial Stability Oversight Council has made a final determination that   
AIG should be supervised by the Board of Governors of the Federal Reserve System
as a systemically important financial institution pursuant to the Dodd-Frank    
Wall Street Reform and Consumer Protection Act.                                 

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Additionally, on July 18, 2013, the Financial Stability Board (consisting of    
representatives of national financial authorities of the G20 nations), in       
consultation with the International Association of Insurance Supervisors and    
national authorities, identified an initial list of Global Systemically         
Important Insurers, which included AIG.                                         

Additional information on AIG is publicly available in AIG's regulatory filings 
with the SEC, which can be found at www.sec.gov. Information regarding AIG as   
described herein is qualified by regulatory filings AIG files from time to time 
with the SEC.                                                                   

Operating Agreements                                                            

Pursuant to a cost allocation agreement, the Company purchases administrative,  
investment management, accounting, marketing and data processing services from  
AIG or its subsidiaries. The allocation of costs for investment management      
services is based on the level of assets under management. The allocation of    
costs for other services is based on estimated level of usage, transactions or  
time incurred in providing the respective services Effective January 1, 2013,   
the Company became the service provider for additional affiliated companies. The
Company paid approximately $297 million, $198 million and $278 million for such 
services in 2013, 2012 and 2011, respectively. Accounts payable for such        
services were $190 million and $172 million at December 31, 2013 and 2012,      
respectively. The Company rents facilities and provides services on an allocated
cost basis to various affiliates. The Company also provides shared services,    
including technology, to a number of AIG's life insurance subsidiaries. The     
Company received approximately $805 million, $282 million and $151 million for  
such services and rent in 2013, 2012 and 2011, respectively. Accounts receivable
for rent and services were $91 million and $226 million at December 31, 2013 and
2012, respectively.                                                             

The Company pays commissions and fees, including support fees to defray         
marketing and training costs, to affiliated broker-dealers for distributing its 
annuity products and mutual funds. Amounts paid to these broker-dealers totaled 
$50 million, $39 million and $36 million for the years ended December 31, 2013, 
2012 and 2011, respectively. These broker-dealers distribute a significant      
portion of the Company's variable annuity products, amounting to approximately 7
percent, 8 percent and 10 percent of premiums received in 2013, 2012 and 2011,  
respectively. These broker-dealers also distribute a significant portion of the 
Company's mutual funds, amounting to approximately 16 percent, 16 percent and 14
percent of sales in 2013, 2012 and 2011, respectively.                          

On February 1, 2004, SAAMCo entered into an administrative services agreement   
with The United States Life Insurance Company in the City of New York ("USL")   
(as successor by merger of First SunAmerica Life Insurance Company ("FSA") with 
and into USL) whereby SAAMCo will pay to USL a fee based on a percentage of all 
assets invested through USL's variable annuity products in exchange for services
performed. SAAMCo is the investment advisor for certain trusts that serve as    
investment options for USL's variable annuity products. Amounts incurred by the 
Company under this agreement totaled $4 million, $3 million and $2 million in   
2013, 2012 and 2011, respectively, and are included in the Company's            
consolidated statements of income.                                              

On October 1, 2001, SAAMCo entered into two administrative services agreements  
with business trusts established by its affiliate, VALIC, whereby the trust pays
to SAAMCo a fee based on a percentage of average daily net assets invested      
through VALIC's annuity products in exchange for services performed. Amounts    
earned by SAAMCo under this agreement were $17 million, $15 million and $14     
million in 2013, 2012 and 2011, respectively, and are net of certain            
administrative costs incurred by VALIC of $5 million, $4 million and $4 million,
respectively. The net amounts earned by SAAMCo are included in other revenue in 
the Company's consolidated statements of income.                                

Notes of Affiliates                                                             

On September 23, 2003, the Company purchased 75.0 percent of the non-voting     
preferred equity issued by Castle 1 Trust for $201 million. The remaining       
non-voting preferred equity and 100 percent of the voting equity of Castle 1    
Trust are held by affiliates of the Company. On September 23, 2003, the Company 
purchased $513 million of fixed-rate asset-backed notes and subordinated        
deferred interest notes issued by Castle 1 Trust, which mature on May 15, 2027. 
Castle 1 Trust is a Delaware statutory trust established on July 31, 2003. The  
business of Castle 1 Trust and its wholly owned subsidiaries is limited to      
acquiring, owning, leasing, maintaining, operating and selling a portfolio of   
commercial jet aircraft. Castle 1 Trust is consolidated in the Company's        
financial statements.                                                           

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In 2004, the Company purchased 80.1 percent of the non-voting preferred equity  
issued by Castle 2 Trust for $242 million. The remaining non-voting preferred   
equity and 100 percent of the voting equity of Castle 2 Trust are held by       
affiliates of the Company. In 2004, the Company purchased $60 million of        
fixed-rate asset-backed notes issued by Castle 2 Trust, which were redeemed in  
full in 2013. Castle 2 Trust is a Delaware statutory trust established on       
November 21, 2003. The business of Castle 2 Trust and its wholly owned          
subsidiaries is limited to acquiring, owning, leasing, maintaining, operating   
and selling a portfolio of commercial jet aircraft. Castle 2 Trust is           
consolidated in the Company's financial statements.                             

Castle 1 Trust recognized impairment losses of $5 million, $4 million and $86   
million for the years ended December 31, 2013, 2012 and 2011, respectively.     

Castle 2 Trust recognized impairment losses of $8 million, $9 million and $87   
million for the years ended December 31, 2013, 2012 and 2011, respectively.     

On December 15, 2005, the Company invested $116 million in a Senior Promissory  
Note issued by AGC Life, which matured on December 15, 2010. The Company        
recognized interest income on the Note of $6 million during 2010. Upon maturity,
the Company reinvested the $116 million in a 6.10 percent Senior Promissory Note
due December 15, 2020, issued by AGC Life. The Note was redeemed by AGC Life on 
December 28, 2011. The Company recognized interest income of $7 million on the  
Note during 2011.                                                               

On September 15, 2006, the Company invested $560 million in a 5.57 percent fixed
rate Senior Promissory Note issued by AIG Life Holdings, Inc. ("AIGLH")         
(formerly known as SunAmerica Financial Group, Inc.), which matured on September
15, 2011. The Company recognized interest income of $22 million on the Note     
during 2011. Upon maturity, the Company reinvested $300 million in a 5.57       
percent Senior Promissory Note due September 30, 2014, issued by AIGLH.         
Principal payments of $100 million were received on June 29, 2012 and September 
30, 2013, reducing the outstanding balance of the inter-company note receivable 
to $100 million as of September 30, 2013. The Company recognized interest income
of $10 million, $16 million and $5 million on the Note during 2013, 2012 and    
2011, respectively.                                                             

Selkirk                                                                         

During 2013, the Company transferred a portfolio of its commercial mortgage     
loans ("CML Portfolio") to a newly formed special purpose entity, Selkirk No. 1 
Investments ("SPV1"). The transaction involved the securitization of the        
transferred loans with the Company retaining a significant (75%) beneficial     
interest in the securitized loans. As consideration for the transferred loans,  
the Company received beneficial interests in loan-backed and structured         
securities ("Senior Investment Grade Notes") issued by another newly formed     
special purpose entity, Selkirk 2013-1 ("SPV2"), an equity interest in SPV1     
("SPV1 Equity Interest") and $230.0 million of cash proceeds from the most      
senior tranche of securitized notes issued by another SPV, Selkirk No. 1        
Limited, to third party investors. The consideration received had an aggregate  
fair value of approximately $973.4 million. AIG Investments services the CML    
Portfolio on behalf of SPV1.                                                    

The Company determined that it either controlled or was the primary beneficiary 
of all SPVs in the securitization structure and therefore consolidates all of   
these SPVs. See Note 6 for additional disclosures related to VIEs. The Senior   
Investment Grade Notes and the SPVI Equity Interest held by the Company are     
eliminated in consolidation, while the securitized commercial mortgage loans    
remain on the Company's consolidated balance sheet. On a consolidated basis, the
net change in the Company's balance sheet consisted of additional assets in the 
form of cash consideration received that was subsequently invested and the      
liabilities for notes payable to third party investors.                         

Lighthouse VI                                                                   

During 2013, the Company, along with VALIC, (collectively, the "Insurers")      
executed three transactions in which a portfolio of securities ("Transferred    
Portfolios") was, in each transaction, transferred into a newly established     
Common Trust Fund ("CTF") in exchange for proportionate interests in all assets 
within each CTF as evidenced by specific securities controlled by and included  
within the Company's representative security account. In each transaction, a    
portion of the Company's securities ("Exchange Assets") were transferred into   
the representative security account of VALIC in exchange for other VALIC        
securities. Only the transfers of the Exchange Assets                           

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between the Insurers qualify for derecognition treatment under ASC 860,         
"Transfers and Servicing," and thus were the only assets derecognized in the    
transfer of the Transferred Portfolios into the CTFs. The securities received by
the Company for the transfers of the Exchange Assets were initially recognized  
at fair value and will subsequently be carried at accreted value, based on cash 
flow projections. The Company transferred securities with an aggregate fair     
value of $7.7 billion into the CTFs for all three transactions and recognized a 
gain of $250 million on the transfer of the Exchange Assets. AIG Investments    
manages the portfolio of assets included in the CTFs.                           

Ambrose Transactions                                                            

During 2013, the Company acquired certain financial assets from AIG and         
subsequently entered into three related securitization transactions with certain
affiliates and a third party to enhance its statutory risk-based capital ratio, 
liquidity and net investment income. The financial assets acquired from AIG in  
each transaction consisted of a structured security backed by a portfolio of    
structured securities ("Repack Note") and were exchanged for an intraday Demand 
Note which was subsequently extinguished. In each securitization transaction,   
the Company transferred a portfolio of its high grade corporate securities and  
the Repack Note to newly formed special purpose entities; Ambrose 2, Ambrose 3  
and Ambrose 5, respectively. As consideration for the transferred securities,   
the Company received beneficial interests in three tranches of structured       
securities (Class A1, B and X) issued by each Ambrose entity. The Class A1 and B
Notes are designed to closely replicate the interest and principal amortization 
payments of the securities transferred by the Company. The Class X notes were   
subsequently transferred on the same day to AIG in exchange for cancellation of 
the Demand Note, described above, which resulted in capital contributions to the
Company of $92 million, $121 million and $134 million related to Ambrose 2,     
Ambrose 3 and Ambrose 5, respectively. Each Ambrose entity also issued a tranche
of Class A2 notes to third party investors.                                     

The Ambrose entities each received a capital commitment of up to $300 million   
each for Ambrose 2 and Ambrose 3, and $400 million for Ambrose 5, from a        
non-U.S. subsidiary of AIG, guaranteed by AIG, pursuant to which such entity    
will contribute funds to the respective Ambrose entity upon demand. AIG         
indirectly bears the first loss position in each transaction through its        
ownership of the Class X notes and the capital commitment. AIG Investments      
manages the portfolio of assets on behalf of each Ambrose entity.               

Each Ambrose entity is a VIE and the Company consolidates these three Ambrose   
entities. See Note 6 for additional disclosures related to VIEs. The Class A1   
and Class B structured securities held by the Company are eliminated in         
consolidation. The Class X notes and the Class A2 notes held by AIG and a third 
party, respectively, are classified as notes payable. The Ambrose entities      
elected the fair value option for their Class X notes. On a consolidated basis, 
the Ambrose transactions resulted in an increase in the Company's assets (Repack
Note and cash), liabilities (notes payable) and shareholder's equity (capital   
contribution from AIG).                                                         

Details of each transaction are as follows:                                     

                                                        [Enlarge/Download Table]

                                                           Ambrose 2         Ambrose 3       Ambrose 5  
                                                       -----------------  ---------------  -------------
                                                                          (in millions)                 
                                                                                                        
Date of transaction                                    February 6, 2013   April 10, 2013   July 25, 2013
Combined carrying value of transferred securities and                                                   
 Repack Note                                           $          1,985   $        2,117   $       2,618
Fair value of Class A1 and Class B notes received                 1,933            2,069           2,413
Fair value of Class X notes received                                 67               58              83

American Home and National Union Guarantees                                     

American Home Assurance Company ("American Home") and National Union Fire       
Insurance Company of Pittsburgh, Pa. ("National Union"), indirect wholly owned  
subsidiaries of AIG, have terminated the General Guarantee Agreements ("the     
Guarantees") with respect to prospectively issued policies and contracts issued 
by the Company. The Guarantees terminated on December 29, 2006 ("Point of       
Termination"). Pursuant to its terms, the Guarantees do not apply to any group  
or individual policy, contract or certificate issued after the Point of         
Termination. The Guarantees will continue to cover the policies, contracts and  
certificates with a date of issue earlier than the Point of Termination until   
all insurance obligations under such policies, contracts and certificates are   
satisfied in full. American Home's and National Union's audited statutory       
financial statements are filed with the SEC in the Company's registration       
statements for its variable products that were issued prior to the Point of     
Termination.                                                                    

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Capital Maintenance Agreement                                                   

In March 2011, AIG entered into a Capital Maintenance Agreements ("CMAs") with  
the Company and certain of its insurance company affiliates. Among other things,
the CMA provides that AIG will maintain the total adjusted capital of the       
Company at or above a specified minimum percentage of the Company's projected   
Company Action Level RBC. The Company and AIG amended and restated the CMA      
effective as of February 18, 2014, to recharacterize it as a capital surplus    
agreement and remove the Company's dividend payment requirement. As structured, 
the CMA contemplates that the specified minimum percentage would be reviewed and
agreed upon at least annually. AIG has not made any capital contributions to the
Company under the CMA. As of December 31, 2013, the specified minimum RBC       
percentage was 385 percent.                                                     

Financing Agreements                                                            

On June 1, 2009, the Company amended and restated a short-term financing        
arrangement with SAFG Retirement Services, Inc. ("SAFGRS"), dated September 26, 
2001, whereby the Company has the right to borrow up to $500 million from       
SAFGRS. All terms and conditions set forth in the arrangement remain in effect, 
including that any advances made under this arrangement must be repaid within 30
days. There was no outstanding balance under this arrangement at December 31,   
2013 or 2012.                                                                   

On June 1, 2009, the Company amended and restated a short-term financing        
arrangement with SAFGRS, dated December 19, 2001, whereby SAFGRS has the right  
to borrow up to $500 million from the Company. All terms and conditions set     
forth in the original arrangement remain in effect, including that any advances 
made under this arrangement must be repaid within 30 days. There was no         
outstanding balance under this arrangement at December 31, 2013 and 2012.       

On September 15, 2006, the Company amended and restated a short-term financial  
arrangement with SAAH LLC, whereby SAAH LLC has the right to borrow up to $200  
million from the Company. There was no outstanding balance under this agreement 
at December 31, 2013 or 2012.                                                   

GIC Assumption                                                                  

On June 3, 2011, the Company entered into an assignment and assumption agreement
with AIGMFC, U.S. Bank National Association, as trustee ("US Bank"), and the    
Salt Verde Financial Corporation ("Salt Verde"), pursuant to which the Company  
assumed all of AIGMFC's obligations under a certain investment agreement        
previously entered into between AIGMFC and US Bank relating to certain bonds    
issued by Salt Verde. As part of this assignment and assumption, the Company    
received from AIGMFC approximately $312 thousand, representing the then         
outstanding principal amount of investments under the investment agreement plus 
accrued but unpaid interest thereon. The Company also entered into a swap with  
AIG Markets, Inc. ("AIG Markets") in connection with the foregoing transaction, 
which, among other things, provides a fee to the Company for assuming the       
obligations under the investment agreement and hedges the Company's interest    
rate risk associated with the investment agreement. Obligations of AIG Markets  
under the swap are guaranteed by AIG. The swap has been designated as a fair    
value hedge of the investment agreement.                                        

On June 30, 2011, the Company entered into an assignment and assumption         
agreement with AIGMFC, US Bank, as trustee, and the Southern California Public  
Power Authority ("SCPPA"), pursuant to which the Company assumed all of AIGMFC's
obligations under a certain investment agreement previously entered into between
AIGMFC and US Bank relating to certain bonds issued by SCPPA. As part of this   
assignment and assumption, the Company received from AIGMFC approximately $14   
million, representing the then outstanding principal amount of investments under
the investment agreement plus accrued by unpaid interest thereon. The Company   
also entered into a swap with AIG Markets in connection with the foregoing      
transaction, which, among other things, provides a fee to the Company for       
assuming the obligations under the investment agreement and hedges the Company's
interest rate risk associated with the investment agreement. Obligations of AIG 
Markets under the swap are guaranteed by AIG. The swap has been designated as a 
fair value hedge of the investment agreement.                                   

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 AMERICAN GENERAL LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

On September 22, 2011, the Company entered into an assignment and assumption    
agreement with AIGMFC, The Bank of New York Mellon Trust Company, N.A., as the  
trustee ("BONY"), and the Long Beach Bond Finance Authority ("Long Beach"),     
pursuant to which the Company assumed all of the AIGMFC's obligations under a   
certain investment agreement previously entered into between AIGMFC and BONY    
relating to certain bonds issued by Long Beach. As part of this assignment and  
assumption, the Company received from AIGMFC approximately $20 million,         
representing the then outstanding principal amount of investments under the     
investment agreement plus accrued but unpaid interest thereon. The Company also 
entered into a swap with AIG Markets in connection with the foregoing           
transaction, which, among other things, provides a fee to the Company for       
assuming the obligations under the investment agreement and hedges the Company's
interest rate risk associated with the investment agreement. Obligations of AIG 
Markets under the swap are guaranteed by AIG. The swap has been designated as a 
fair value hedge of the investment agreement.                                   

Other                                                                           

The Company engages in structured settlement transactions, certain of which     
transactions involve affiliated property and casualty insurance company members 
of the AIG Property and Casualty group. In a structured settlement arrangement, 
a property and casualty insurance policy claimant has agreed to settle a        
casualty insurance claim in exchange for fixed payments over either a fixed     
determinable period of time or a life contingent period. In such claim          
settlement arrangements, a casualty insurance claim payment provides the funding
for the purchase of a single premium immediate annuity ("SPIA") issued by the   
Company for the ultimate benefit of the claimant. The portion of the Company's  
liabilities related to structured settlements involving life contingencies are  
reported in future policy benefits, while the portion not involving life        
contingencies are reported in policyholder contract deposits. In certain        
structured settlement arrangements the property and casualty insurance company  
remains contingently liable for the payments to the claimant. The Company       
carried liabilities of $1.4 billion and $1.2 billion at December 31, 2013 and   
2012, respectively, related to SPIAs issued by the Company in conjunction with  
structured settlement transactions involving AIG Property and Casualty group    
members where those members remained contingently liable for the payments to the
claimant. In addition, the Company carried liabilities for the structured       
settlement transactions where the AIG Property and Casualty group members were  
no longer contingently liable for the payments to the claimant.                 

15. BENEFIT PLANS                                                               

Effective January 1, 2002, the Company's employees participate in various       
benefit plans sponsored by AIG, including a noncontributory qualified defined   
benefit retirement plan, various stock option and purchase plans, a 401(k) plan 
and a post retirement benefit program for medical care and life insurance (the  
"U.S. Plans"). AIG's U.S. Plans do not separately identify projected benefit    
obligations and plan assets attributable to employees of participating          
affiliates.                                                                     

The Company is jointly and severally responsible with AIG and other             
participating companies for funding obligations for the U.S. Plans, Employee    
Retirement Income Security Act ("ERISA") qualified defined contribution plans   
and ERISA plans issued by other AIG subsidiaries (the "ERISA Plans"). If the    
ERISA Plans do not have adequate funds to pay obligations due participants, the 
Pension Benefit Guaranty Corporation or Department of Labor could seek payment  
of such amounts from the members of the AIG ERISA control group, including the  
Company. Accordingly, the Company is contingently liable for such obligations.  
The Company believes that the likelihood of payment under any of these plans is 
remote. Accordingly, the Company has not established any liability for such     
contingencies.                                                                  

16. SUBSEQUENT EVENTS                                                           

The Company has evaluated subsequent events through the date the financial      
statements were issued.                                                         

On February 18, 2014, the CMA between AIG and the Company was recharacterized as
a capital support agreement and amended to remove the Company's dividend payment
requirement thereunder. The company's specified minimum RBC percentage as set   
forth in the amended and restated CMA remained at 385 percent.                  

The Company paid a $1.32 billion dividend to AGC Life on March 28, 2014.        

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PART C: OTHER INFORMATION 

ITEM 26. EXHIBITS                                                               

(a)  Board of Directors Resolution.                                             

(1)    Resolutions of Board of Directors of American General Life     
           Insurance Company authorizing the establishment of Separate Account
VL-R. (1)                                               

(b)  Custodian Agreements.         Inapplicable.                                

(c)  Underwriting Contracts.                                                    

(1)    Distribution Agreement between American General Life Insurance 
           Company and American General Equity Services Corporation, effective
October 1, 2002. (21)                                   

(2)    Form of Selling Group Agreement. (Filed herewith)              

 (3)    Schedule of Commissions (Incorporated by reference from the text
        included under the heading "Distribution of the Policies" in the
         Statement of Additional Information that is filed as part of this
amended Registration Statement).                        

(d)  Contracts.                                                                 

    (1)    Specimen form of "AG Platinum Choice VUL" Flexible Premium Variable
     Universal Life Insurance Policy, Interstate Insurance Compact
Version, Policy Form No. ICC14-14904. (Filed herewith)  

    (2)    Specimen form of "AG Platinum Choice VUL" Flexible Premium Variable
       Universal Life Insurance Policy, State Specific Version, Policy
Form No. 14904. (Filed herewith)                        

(3)    Specimen form of Monthly Guarantee Premium Rider for First 20  
Years, Form No. 04720. (7)                              

    (4)    Specimen form of Guaranteed Minimum Death Benefit Rider, Interstate
Insurance Compact Version, Form No. ICC14-14291. (46)   

(5)    Specimen form of Guaranteed Minimum Death Benefit Rider, State 
Specific Version, Form No. 14291. (46)                  

(6)    Form of Accidental Death Benefit Rider, Form No. 82012. (29)   

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 (7)    Form of Children's Insurance Benefit Rider, Term Life Insurance,
Form No. 82410. (29)                                    

(8)    Form of Term Life Insurance Benefit Rider, Providing Annually  
          Renewable Term Insurance (Spouse Term Rider), Form No. 88390. (29)

(9)    Form of Terminal Illness Accelerated Benefit Rider (Terminal   
Illness Rider), Form No. 91401. (29)                    

(10)   Form of Waiver of Monthly Deduction Rider, Form No. 82001. (29)

(11)   Form of Overloan Protection Rider, Form No. 07620. (32)        

 (12)   Specimen form of Chronic Illness Accelerated Death Benefit Rider
       (Accelerated Access Solution/sm/), Interstate Insurance Compact
Version, Form No. ICC13-13600. (46)                     

 (13)   Specimen form of Chronic Illness Accelerated Death Benefit Rider
       (Accelerated Access Solution/sm/), State Specific Version, Form
No. 13600. (46)                                         

(e)  Applications.                                                              

(1)    Specimen form of Life Insurance Application - Part A, Form No. 
AGLC100565-2011 Rev0113. (44)                           

(2)    Specimen form of Life Insurance Application - Part B, Form No. 
AGLC100566-2011 Rev0113. (44)                           

    (3)    Form of Variable Universal Life Insurance Supplemental Application,
Form No. AGLC107631-2014. (Filed herewith)              

    (4)    Form of Variable Universal Life Insurance Supplemental Application,
Form No. ICC-14107631. (Filed herewith)                 

    (5)    Specimen form of Service Request Form, Form No. AGLC107952 . (Filed
herewith)                                               

(6)    Form of Assignment Form, Form No. AGLC0205 Rev0113. (44)       

(7)    Form of Electronic Funds Authorization Form, Form No. AGLC0220 
Rev0113. (44)                                           

 (8)    Form of Name and Address Change Form, Form No. AGLC0222 Rev0113.
(44)                                                    

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  (9)    Form of Change of Ownership Form, Form No. AGLC0013 Rev0113. (44)

    (10)   Form of Change of Beneficiary Form, Form No. AGLC0108 Rev0113. (44)

  (11)   Specimen form of Limited Temporary Life Insurance Agreement, Form
No. AGLC101431-2011 Rev0113. (44)                       

(12)   Specimen form of Limited Temporary Life Insurance Agreement    
Receipt, Form No. AGLC101432-2011 Rev0113. (44)         

   (13)   Form of Reinstatement or Reduction of Premium Rate Application for
    Life Insurance Form, Form No. AGLC 100440-2011 Rev0113. (44)

    (14)   Form of In-Force Change Application Form, Form No. AGLC 100386-2011
Rev0113. (44)                                           

(15)   Form of Service Request Form, Form No. AGLC0107 Rev0113. (44)  

   (16)   Form of HIPAA Authorization - New Business and Inforce Operations,
Form No. AGLC100633 Rev0113 (44)                        

(f)  Depositor's Certificate of Incorporation and By-Laws.                      

   (1)    Amended and Restated Articles of Incorporation of American General
Life Insurance Company, effective December 31, 1991. (2)

   (2)    Amendment to the Amended and Restated Articles of Incorporation of
   American General Life Insurance Company, effective July 13,
1995. (5)                                               

   (3)    By-Laws of American General Life Insurance Company, restated as of
June 8, 2005. (3)                                       

(g)  Reinsurance Contracts.                                                     

(1)    Form of Reinsurance Agreement between American General Life    
        Insurance Company and General & Cologne Life Re of America. (31)

(2)    Form of Reinsurance Agreement between American General Life    
       Insurance Company and Munich American Reassurance Company. (31)

(3)    Form of Reinsurance Agreement between American General Life    
Insurance Company and RGA Reinsurance Company. (31)     

(4)    Form of Reinsurance Agreement between American General Life    
       Insurance Company and Swiss Re Life & Health America, Inc. (31)

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 (5)    Automatic and Facultative Reinsurance Agreement between American
        General Life Insurance Company and Generali USA Life Reinsurance
Company. (45)                                           

(h)  Participation Agreements.                                                  

(1)(a)      Form of Participation Agreement by and Among AIM Variable 
           Insurance Funds, Inc., A I M Distributors, Inc., American
             General Life Insurance Company, on Behalf of Itself and its
    Separate Accounts, and American General Securities
Incorporated. (6)                             

(1)(b)      Form of Amendment No. 4 to Participation Agreement by and 
               among AIM Variable Insurance Funds, Inc., A I M Distributors,
             Inc., American General Life Insurance Company, on Behalf of
        Itself and its Separate Accounts, and American General
Securities Incorporated. (15)                 

(1)(c)      Form of Amendment No. 6 to Participation Agreement by and 
               among AIM Variable Insurance Funds, Inc., A I M Distributors,
             Inc., American General Life Insurance Company, on Behalf of
        Itself and its Separate Accounts, and American General
Securities Incorporated. (23)                 

(1)(d)      Form of Amendment No. 10 to Participation Agreement by and
               among AIM Variable Insurance Funds, Inc., A I M Distributors,
             Inc., American General Life Insurance Company, on Behalf of
               Itself and its Separate Accounts, and American General Equity
Services Corporation. (34)                    

(1)(e)      Form of Amendment No. 12 to Participation Agreement by and
               among AIM Variable Insurance Funds, Inc., A I M Distributors,
             Inc., American General Life Insurance Company, on Behalf of
               Itself and its Separate Accounts, and American General Equity
Services Corporation. (39)                    

(1)(f)      Form of Amendment No. 14 to Participation Agreement by and
               among AIM Variable Insurance Funds, Invesco Aim Distributors,
            Inc., American General Life Insurance Company and American
          General Equity Services Corporation, effective April 30,
2010. (42)                                    

(2)(a)      Form of Participation Agreement by and among The Alger    
            American Fund, American General Life Insurance Company and
Fred Alger & Company, Incorporated. (14)      

    (3)(a)      Form of Shareholder Services Agreement by and between American
                General Life Insurance Company and American Century Investment
Management, Inc. (13)                         

  (3)(b)      Form of Amendment No. 2 to Shareholder Services Agreement by
         and between American General Life Insurance Company and
           American Century Investment Management, Inc. and American
Century Investment Services, Inc. (25)        

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 (4)(a)      Form of Amendment No. 3 to the Fund Participation Agreement
               between American General Life Insurance Company (successor by
             merger to SunAmerica Annuity and Life Assurance Company and
                formerly known as AIG SunAmerica Life Assurance Company and as
         Anchor National Life Insurance Company), American Funds
      Insurance Series and Capital Research and Management
Company. (44)                                 

 (4)(b)      Form of Amendment No. 6 to the Fund Participation Agreement
               between American General Life Insurance Company (successor by
             merger to SunAmerica Annuity and Life Assurance Company and
                formerly known as AIG SunAmerica Life Assurance Company and as
         Anchor National Life Insurance Company), American Funds
               Insurance Series and Capital Research and Management Company.
(Filed herewith)                              

(4)(c)      Consent to Assign between American General Life Insurance 
             Company (successor by merger to SunAmerica Annuity and Life
             Assurance Company and formerly known as AIG SunAmerica Life
         Assurance Company and as Anchor National Life Insurance
                Company), American Funds Insurance Series and Capital Research
and Management Company. (44)                  

(5)(a)      Form of Participation Agreement by and between American   
             General Life Insurance Company and Anchor Series Trust (44)

   (5)(b)      Form of Amendment 1 to Participation Agreement by and between
           American General Life Insurance Company and Anchor Series
Trust (Filed herewith)                        

(6)(a)      Form of Participation Agreement by and between American   
              General Life Insurance Company, Warburg Pincus Trust, Credit
      Suisse Asset Management, LLC and Credit Suisse Asset
Management Securities, Inc. (16)              

   (7)(a)      Form of Participation Agreement Between American General Life
          Insurance Company, Dreyfus Variable Investment Fund, The
            Dreyfus Socially Responsible Growth Fund, Inc. and Dreyfus
Life and Annuity Index Fund, Inc. (6)         

    (7)(b)      Form of Fourth Amendment to Fund Participation Agreement dated
               June 1, 1998 between American General Life Insurance Company,
                each of Dreyfus Variable Investment Fund, The Dreyfus Socially
                Responsible Growth Fund, Inc., Dreyfus Stock Index Fund, Inc.,
   and Dreyfus Investment Portfolios effective as of
October 1, 2007. (37)                         

(8)(a)      Form of Amended and Restated Participation Agreement among
          Variable Insurance Products Funds, Fidelity Distributors
               Corporation and American General Life Insurance Company. (37)

   (8)(b)      Form of Amendment No. 1 to Amended and Restated Participation
             Agreement among Variable Insurance Products Funds, Fidelity

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              Distributors Corporation and American General Life Insurance
Company. (Filed herewith)                     

   (8)(c)      Form of Amendment No. 2 to Amended and Restated Participation
             Agreement among Variable Insurance Products Funds, Fidelity
              Distributors Corporation and American General Life Insurance
Company. (39)                                 

  (8)(d)      Form of Amended and Restated Service Contract among Fidelity
          Variable Insurance Products Funds, American General Life
               Insurance Company, American General Life Insurance Company of
              Delaware and The United States Life Insurance Company in the
City of New York effective May 1, 2012. (44)  

 (9)(a)      Form of Amended and Restated Participation Agreement by and
         among American General Life Insurance Company, American
         General Equity Services Corporation, Franklin Templeton
          Variable Insurance Products Trust and Franklin Templeton
       Distributors, Inc., dated as of October 1, 2002. (24)

   (9)(b)      Form of Amendment No. 3 to Amended and Restated Participation
        Agreement by and among American General Life Insurance
        Company, American General Equity Services Corporation,
          Franklin Templeton Variable Insurance Products Trust and
              Franklin Templeton Distributors, Inc., dated as of March 31,
2006. (28)                                    

   (9)(c)      Form of Amendment No. 4 to Amended and Restated Participation
        Agreement by and among American General Life Insurance
        Company, American General Equity Services Corporation,
          Franklin Templeton Variable Insurance Products Trust and
Franklin Templeton Distributors, Inc. (34)    

   (9)(d)      Form of Amendment No. 5 to Amended and Restated Participation
        Agreement by and among American General Life Insurance
        Company, American General Equity Services Corporation,
          Franklin Templeton Variable Insurance Products Trust and
Franklin Templeton Distributors, Inc. (38)    

   (9)(e)      Form of Amendment No. 6 to Amended and Restated Participation
         Agreement between Franklin Templeton Variable Insurance
        Products Trust, Franklin/Templeton Distributors, Inc.,
             SunAmerica Capital Services, Inc. and American General Life
Insurance Company. (45)                       

(9)(f)      Form of Amendment to Amended and Restated Participation   
         Agreement between Franklin Templeton Variable Insurance
        Products Trust, Franklin/Templeton Distributors, Inc.,
             SunAmerica Capital Services, Inc. and American General Life
Insurance Company. (Filed herewith)           

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   (10)(a)     Form of Fund/SERV Amendment to Participation Agreement by and
          between American General Life Insurance Company and J.P.
          Morgan Series Trust II dated as of October 1, 2007. (38)

(11)(a)     Form of Fund Participation Agreement by and among American
           General Life Insurance Company, JPMorgan Insurance Trust,
            JPMorgan Investment Advisors Inc., J. P. Morgan Investment
               Management Inc. and JPMorgan Funds Management, Inc. effective
as of April 24, 2009. (41)                    

    (11)(b)     Form of Fund Amendment No. 3 to Participation Agreement by and
         among American General Life Insurance Company, JPMorgan
           Insurance Trust, JPMorgan Investment Advisors Inc., J. P.
      Morgan Investment Management Inc. and JPMorgan Funds
Management, Inc. (Filed herewith)             

  (12)(a)     Form of Fund Participation Agreement by and between American
             General Life Insurance Company and Janus Aspen Series. (16)

    (12)(b)     Form of Amendment No. 8 to Fund Participation Agreement by and
           between American General Life Insurance Company and Janus
Aspen Series. (39)                            

 (12)(c)     Form of Amendment No. 11 to Fund Participation Agreement by
               and between American General Life Insurance Company and Janus
Aspen Series. (Filed herewith)                

  (13)(a)     Form of Participation Agreement Among MFS Variable Insurance
    Trust, American General Life Insurance Company and
Massachusetts Financial Services Company. (6) 

(13)(b)     Form of Amendment No. 5 to Participation Agreement by and 
           among MFS Variable Insurance Trust, American General Life
        Insurance Company and Massachusetts Financial Services
Company. (16)                                 

(13)(c)     Form of Amendment No. 14 to Participation Agreement by and
           among MFS Variable Insurance Trust, American General Life
        Insurance Company and Massachusetts Financial Services
Company. (39)                                 

    (13)(d)     Form of Letter Amendment to the Participation Agreement by and
           among MFS Variable Insurance Trust, American General Life
        Insurance Company and Massachusetts Financial Services
Company. (31)                                 

(13)(e)     Form of Amendment No. 16 to Participation Agreement by and
           among MFS Variable Insurance Trust, American General Life
Insurance                                     

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              Company and Massachusetts Financial Services Company. (Filed
herewith)                                     

    (14)(a)     Sales Agreement by and between American General Life Insurance
           Company, Neuberger & Berman Advisors Management Trust and
  Neuberger & Berman Management Incorporated. (13)

(14)(b)     Form of Assignment and Modification Agreement to Fund     
                Participation Agreement (formerly known as Sales Agreement) by
            and between Neuberger & Berman Management Incorporated and
American General Life Insurance Company. (13) 

(14)(c)     Form of Amendment to Fund Participation Agreement by and  
            between Neuberger Berman Management Inc., Neuberger Berman
               Advisers Management Trust and American General Life Insurance
Company. (30)                                 

    (14)(d)     Form of Amendment No. 2 to Fund Participation Agreement by and
            between Neuberger Berman Management Inc., Neuberger Berman
               Advisers Management Trust and American General Life Insurance
Company. (34)                                 

    (14)(e)     Form of Amendment No. 3 to Fund Participation Agreement by and
            between Neuberger Berman Management Inc., Neuberger Berman
               Advisers Management Trust and American General Life Insurance
Company. (Filed herewith)                     

   (15)(a)     Form of Participation Agreement by and among American General
             Life Insurance Company, Oppenheimer Variable Account Funds,
and OppenheimerFunds, Inc. (18)               

(15)(b)     Form of Amendment No. 5 to Participation Agreement by and 
            among American General Life Insurance Company, Oppenheimer
         Variable Account Funds, and OppenheimerFunds, Inc. (39)

(15)(c)     Form of Amendment No. 7 to Participation Agreement by and 
            among American General Life Insurance Company, Oppenheimer
           Variable Account Funds, and OppenheimerFunds, Inc. (Filed
herewith)                                     

(16)(a)     Form of Participation Agreement by and between American   
                General Life Insurance Company, PIMCO Variable Insurance Trust
and PIMCO Funds Distributor LLC. (16)         

(16)(b)     Form of Amendment No. 1 to Participation Agreement by and 
        between American General Life Insurance Company, PIMCO
       Variable Insurance Trust and Allianz Global Investors
Distributors LLC. (27)                        

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(16)(c)     Form of Amendment No. 2 to Participation Agreement by and 
        between American General Life Insurance Company, PIMCO
       Variable Insurance Trust and Allianz Global Investors
Distributors LLC. (37)                        

  (16)(d)     Form of Novation of and Amendment to Participation Agreement
               by and among Allianz Global Investors Distributors LLC, PIMCO
             Investments LLC, PIMCO Variable Insurance Trust, The United
           States Life Insurance Company in the City of New York, as
               successor to American International Life Assurance Company of
                New York, American General Life Insurance Company and American
  General Life Insurance Company of Delaware. (43)

   (17)(a)     Form of Participation Agreement by and Among Pioneer Variable
              Contracts Trust, American General Life Insurance Company, on
              its own Behalf and on Behalf of Each of the Segregated Asset
           Accounts, Pioneer Investment Management, Inc. and Pioneer
Funds Distributor, Inc. (24)                  

(17)(b)     Form of Amendment No. 2 to Participation Agreement by and 
               Among Pioneer Variable Contracts Trust, American General Life
               Insurance Company, on its own Behalf and on Behalf of Each of
               the Segregated Asset Accounts, Pioneer Investment Management,
Inc. and Pioneer Funds Distributor, Inc. (34) 

(17)(c)     Form of Amendment No. 4 to Participation Agreement by and 
               Among Pioneer Variable Contracts Trust, American General Life
               Insurance Company, on its own Behalf and on Behalf of Each of
               the Segregated Asset Accounts, Pioneer Investment Management,
Inc. and Pioneer Funds Distributor, Inc. (38) 

  (18)(a)     Form of Participation Agreement Among Putnam Variable Trust,
                Putnam Mutual Funds Corp., and American General Life Insurance
Company. (6)                                  

(18)(b)     Form of Amendment No. 1 to Participation Agreement Among  
               Putnam Variable Trust, Putnam Mutual Funds Corp. and American
General Life Insurance Company. (18)          

(18)(c)     Form of Amendment No. 3 to Participation Agreement Among  
               Putnam Variable Trust, Putnam Mutual Funds Corp. and American
            General Life Insurance Company dated October 1, 2007. (38)

(19)(a)     Form of Participation Agreement by and between American   
               General Life Insurance Company and Seasons Series Trust. (44)

   (19)(b)     Form of Amendment 1 to Participation Agreement by and between
            American General Life Insurance Company and Seasons Series
Trust. (Filed herewith)                       

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(20)(a)     Form of Participation Agreement by and between SunAmerica 
                Series Trust and American General Life Insurance Company. (17)

  (20)(b)     Form of Addendum to Fund Participation Agreement For Class A
            Shares by and between SunAmerica Series Trust and American
General Life Insurance Company. (25)          

 (20)(c)     Form of Amendment to Participation Agreement by and between
             SunAmerica Series Trust and American General Life Insurance
Company, dated July 2, 2003. (20)             

 (21)(a)     Form of Participation Agreement by and between The Variable
         Annuity Life Insurance Company, American General Series
             Portfolio Company, American General Securities Incorporated
   and American General Life Insurance Company. (10)

 (21)(b)     Amendment One to Participation Agreement by and between The
           Variable Annuity Life Insurance Company, American General
       Series Portfolio Company, American General Securities
                Incorporated and American General Life Insurance Company dated
as of July 21, 1998. (8)                      

(21)(c)     Form of Amendment Two to Participation Agreement by and   
               between The Variable Annuity Life Insurance Company, American
               General Series Portfolio Company, American General Securities
                Incorporated and American General Life Insurance Company. (16)

(21)(d)     Form of Amendment Three to Participation Agreement by and 
            between The Variable Annuity Life Insurance Company, North
             American Funds Variable Product Series I (formerly American
     General Series Portfolio Company), American General
          Distributors, Inc. (formerly American General Securities
                 Incorporated) and American General Life Insurance Company. (15)

(21)(e)     Form of Amendment Four to Participation Agreement by and  
            between The Variable Annuity Life Insurance Company, VALIC
           Company I (formerly North American Funds Variable Product
         Series I), American General Equity Services Corporation
             (formerly American General Distributors, Inc.) and American
General Life Insurance Company. (20)          

(21)(f)     Form of Amendment Ninth to Participation Agreement by and 
          between The Variable Annuity Life Insurance Company, AIG
           Retirement Company I (formerly VALIC Company I), American
               General Equity Services Corporation and American General Life
Insurance Company. (39)                       

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 (21)(g)     Form of Amendment Eleventh to Participation Agreement among
           American General Life Insurance Company, American General
            Equity Services Corporation, VALIC Company I (formerly AIG
               Retirement Company I) and The Variable Annuity Life Insurance
Company effective as of May 1, 2009. (41)     

(21)(h)     Form of Twelfth Amendment to Participation Agreement among
           American General Life Insurance Company, American General
               Equity Services Corporation, VALIC Company I and The Variable
Annuity Life Insurance Company. (42)          

   (21)(i)     Form of Thirteenth Amendment to Participation Agreement among
           American General Life Insurance Company, American General
               Equity Services Corporation, VALIC Company I and The Variable
Annuity Life Insurance Company. (44)          

   (21)(j)     Form of Fourteenth Amendment to Participation Agreement among
           American General Life Insurance Company, American General
               Equity Services Corporation, VALIC Company I and The Variable
  Annuity Life Insurance Company. (Filed herewith)

 (22)(a)     Form of Participation Agreement among American General Life
        Insurance Company, The Variable Annuity Life Insurance
              Company, VALIC Company II and American General Distributors,
Inc. (44)                                     

   (22)(b)     Form of Amendment 1 to Participation Agreement among American
           General Life Insurance Company, The Variable Annuity Life
          Insurance Company, VALIC Company II and American General
Distributors, Inc. (Filed herewith)           

(23)(a)     Amended and Restated Participation Agreement by and among 
           American General Life Insurance Company, American General
           Securities Incorporated, Van Kampen American Capital Life
     Investment Trust, Van Kampen American Capital Asset
   Management, Inc., and Van Kampen American Capital
Distributors, Inc. (9)                        

   (23)(b)     Amendment One to Amended and Restated Participation Agreement
                by and among American General Life Insurance Company, American
              General Securities Incorporated, Van Kampen American Capital
          Life Investment Trust, Van Kampen American Capital Asset
   Management, Inc., and Van Kampen American Capital
Distributors, Inc. (8)                        

 (23)(c)     Form of Amendment Six to Amended and Restated Participation
              Agreement among Van Kampen Life Investment Trust, Van Kampen
         Funds Inc., Van Kampen Asset Management, Inc., American
                General Life Insurance Company and American General Securities
Incorporated. (15)                            

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   (23)(d)     Form of Amendment Eight to Amended and Restated Participation
              Agreement among Van Kampen Life Investment Trust, Van Kampen
         Funds Inc., Van Kampen Asset Management, Inc., American
     General Life Insurance Company and American General
Distributors, Inc. (4)                        

    (23)(e)     Form of Amendment No. 14 to Amended and Restated Participation
              Agreement among Van Kampen Life Investment Trust, Van Kampen
         Funds Inc., Van Kampen Asset Management, Inc., American
            General Life Insurance Company and American General Equity
Services Corporation. (39)                    

(24)(a)     Form of Participation Agreement by and between Vanguard   
              Variable Insurance Funds, The Vanguard Group, Inc., Vanguard
           Marketing Corporation and American General Life Insurance
Company. (16)                                 

(24)(b)     Form of Fifth Amendment to Participation Agreement by and 
                between Vanguard Variable Insurance Funds, The Vanguard Group,
                Inc., Vanguard Marketing Corporation and American General Life
Insurance Company. (39)                       

 (24)(c)     Form of Seventh Amendment to Participation Agreement by and
                between Vanguard Variable Insurance Funds, The Vanguard Group,
                Inc., Vanguard Marketing Corporation and American General Life
Insurance Company. (45)                       

    (25)(a)     Form of Amended and Restated Administrative Services Agreement
           between American General Life Insurance Company and A I M
Advisors, Inc. (25)                           

(26)(a)     Form of Service Agreement Class O between Fred Alger      
      Management, Inc. and American General Life Insurance
Company. (14)                                 

  (27)(a)     Form of Shareholder Services Agreement by and between Anchor
                Series Trust and American General Life Insurance Company. (44)

(28)(a)     Form of Administrative Services Agreement by and between  
           American General Life Insurance Company and Credit Suisse
Asset Management, LLC. (16)                   

(29)(a)     Form of Administrative Services Agreement dated as of     
          August 11, 1998, between American General Life Insurance
Company and The Dreyfus Corporation. (35)     

(29)(b)     Form of Agreement Addendum between American General Life  
     Insurance Company and The Dreyfus Corporation dated
November 17, 1999. (36)                       

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  (29)(c)     Form of Amendment No. 3 to Administrative Services Agreement
            dated as of August 11, 1998, between American General Life
               Insurance Company and The Dreyfus Corporation effective as of
October 1, 2007. (37)                         

  (30)(a)     Form of Amended and Restated Service Contract by and between
               Fidelity Distributors Corporation and American General Equity
   Services Corporation, effective May 1, 2006. (30)

   (31)(a)     Form of Service Agreement by and between Fidelity Investments
             Institutional Operations Company, Inc. and American General
Life Insurance Company. (16)                  

 (31)(b)     Form of First Amendment to Service Agreement by and between
             Fidelity Investments Institutional Operations Company, Inc.
   and American General Life Insurance Company. (30)

(32)(a)     Form of Administrative Services Agreement by and among    
                American General Life Insurance Company and Franklin Templeton
Services, Inc., dated as of July 1, 1999. (11)

   (32)(b)     Form of Amendment to Administrative Services Agreement by and
            among American General Life Insurance Company and Franklin
           Templeton Services, LLC, effective November 1, 2001. (19)

  (32)(c)     Form of Amendment No. 8 to Administrative Services Agreement
          by and among American General Life Insurance Company and
Franklin Templeton Services, LLC. (38)        

  (32)(d)     Form of Amendment No. 9 to Administrative Services Agreement
          by and among American General Life Insurance Company and
    Franklin Templeton Services, LLC. (Filed herewith)

(33)(a)     Form of Administrative Services Letter Agreement by and   
              between American General Life Insurance Company and JPMorgan
       Chase Bank (relating to J.P. Morgan Series Trust II),
effective May 1, 2003. (14)                   

(33)(b)     Form of Amendment No. 1 to Administrative Services Letter 
          Agreement by and between American General Life Insurance
                Company and J.P. Morgan Funds Management, Inc. (formerly known
               as JPMorgan Chase Bank) (relating to J.P. Morgan Series Trust
II), effective as of October 1, 2007. (37)    

  (34)(a)     Form of Indemnification Letter Agreement by and between J.P.
             Morgan Investment Management Inc. and American General Life
Insurance Company. (25)                       

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    (35)(a)     Form of Distribution and Shareholder Services Agreement by and
            between Janus Distributors, Inc. and American General Life
Insurance Company. (16)                       

(36)(a)     Form of Administrative Services Agreement by and between  
                American General Life Insurance Company and Neuberger & Berman
Management Incorporated. (13)                 

    (36)(b)     Form of Amended and Restated Administrative Services Agreement
            by and between American General Life Insurance Company and
              Neuberger & Berman Management Incorporated. (Filed herewith)

(37)(a)     Form of Administrative Services Agreement by and among    
               American General Life Insurance Company and OppenheimerFunds,
Inc. (18)                                     

  (37)(b)     Form of Amendment No. 1 to Administrative Services Agreement
          by and among American General Life Insurance Company and
OppenheimerFunds, Inc. (27)                   

  (37)(c)     Form of Amendment No. 5 to Administrative Services Agreement
          by and among American General Life Insurance Company and
OppenheimerFunds, Inc. (39)                   

  (37)(d)     Form of Amendment No. 7 to Administrative Services Agreement
          by and among American General Life Insurance Company and
OppenheimerFunds, Inc. (Filed herewith)       

(38)(a)     Form of Services Agreement by and between American General
          Life Insurance Company and Pacific Investment Management
Company LLC. (16)                             

  (38)(b)     Form of Amendment No. 1 to Services Agreement by and between
                American General Life Insurance Company and Pacific Investment
Management Company LLC. (40)                  

  (39)(a)     Form of PIMCO Variable Insurance Trust Services Agreement by
               and between American General Life Insurance Company and PIMCO
Variable Insurance Trust. (16)                

(40)(a)     Form of Marketing and Administrative Services Support     
               Agreement between American General Life Insurance Company and
    Putnam Retail Management Limited Partnership. (28)

   (41)(a)     Form of Shareholder Services Agreement by and between Seasons
                Series Trust and American General Life Insurance Company. (44)

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  (41)(b)     Form of Amendment 1 of Shareholder Services Agreement by and
        between Seasons Series Trust and American General Life
Insurance Company. (Filed herewith)           

(42)(a)     Form of Administrative Services Agreement by and between  
             SunAmerica Asset Management Corp. and American General Life
Insurance Company. (17)                       

  (42)(b)     Form of Amendment No. 6 to Administrative Services Agreement
          by and between AIG SunAmerica Asset Management Corp. and
American General Life Insurance Company. (39) 

  (43)(a)     Form of Administrative Services Agreement between Van Kampen
           Asset Management Inc. and American General Life Insurance
Company dated January 1, 2000. (18)           

  (43)(b)     Form of Amendment No. 8 to Administrative Services Agreement
               between Van Kampen Asset Management Inc. and American General
Life Insurance Company. (39)                  

  (44)(a)     Form of SEC Rule 22c-2 Information Sharing Agreement between
       AIM and American General Life Insurance Company. (31)

  (45)(a)     Form of SEC Rule 22c-2 Information Sharing Agreement between
         Alger and American General Life Insurance Company. (31)

  (46)(a)     Form of SEC Rule 22c-2 Information Sharing Agreement between
      American Century and American General Life Insurance
Company. (31)                                 

  (47)(a)     Form of SEC Rule 22c-2 Information Sharing Agreement between
         Anchor Series Trust and American General Life Insurance
Company. (44)                                 

  (48)(a)     Form of SEC Rule 22c-2 Information Sharing Agreement between
                 Credit Suisse and American General Life Insurance Company. (31)

  (49)(a)     Form of SEC Rule 22c-2 Information Sharing Agreement between
           Dreyfus and American General Life Insurance Company. (31)

  (50)(a)     Form of SEC Rule 22c-2 Information Sharing Agreement between
            Fidelity and American General Life Insurance Company. (31)

  (51)(a)     Form of SEC Rule 22c-2 Information Sharing Agreement between
        Franklin Templeton and American General Life Insurance
Company. (31)                                 

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  (52)(a)     Form of SEC Rule 22c-2 Information Sharing Agreement between
              JPMorgan Insurance Trust and American General Life Insurance
Company. (41)                                 

  (53)(a)     Form of SEC Rule 22c-2 Information Sharing Agreement between
           Janus and American General Life Insurance Company. (Filed
herewith)                                     

  (54)(a)     Form of SEC Rule 22c-2 Information Sharing Agreement between
       MFS and American General Life Insurance Company. (31)

  (55)(a)     Form of SEC Rule 22c-2 Information Sharing Agreement between
      Neuberger Berman and American General Life Insurance
Company. (31)                                 

  (56)(a)     Form of SEC Rule 22c-2 Information Sharing Agreement between
               Oppenheimer and American General Life Insurance Company. (31)

  (57)(a)     Form of SEC Rule 22c-2 Information Sharing Agreement between
         PIMCO and American General Life Insurance Company. (31)

  (58)(a)     Form of SEC Rule 22c-2 Information Sharing Agreement between
           Pioneer and American General Life Insurance Company. (31)

  (59)(a)     Form of SEC Rule 22c-2 Information Sharing Agreement between
          Putnam and American General Life Insurance Company. (31)

  (60)(a)     Form of SEC Rule 22c-2 Information sharing Agreement between
          Seasons Series Trust and American General Life Insurance
Company. (44)                                 

  (61)(a)     Form of SEC Rule 22c-2 Information Sharing Agreement between
              SunAmerica and American General Life Insurance Company. (31)

  (62)(a)     Form of SEC Rule 22c-2 Information Sharing Agreement between
         VALIC and American General Life Insurance Company. (31)

  (63)(a)     Form of SEC Rule 22c-2 Information Sharing Agreement between
              Van Kampen and American General Life Insurance Company. (31)

  (64)(a)     Form of SEC Rule 22c-2 Information Sharing Agreement between
            Vanguard and American General Life Insurance Company. (31)

   (65)(a)     Form of Consent to Assignment of Fund Participation and other
             Agreements with regard to the change in distributor for the
products to AIG Capital Services, Inc. (45)   

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(i)  Administrative Contracts.                                                  

(1)(a) Form of Service and Expense Agreement dated February 1, 1974,  
        between American International Group, Inc. and various affiliate
subsidiaries, including American General Life Insurance 
Company. (12)                                           

(1)(b) Form of Addendum No. 1 to Service and Expense Agreement dated  
        February 1, 1974, between American International Group, Inc. and
       various affiliate subsidiaries, including American General Life
Insurance Company, dated May 21, 1975. (12)             

(1)(c) Form of Addendum No. 2 to Service and Expense Agreement dated  
        February 1, 1974, between American International Group, Inc. and
       various affiliate subsidiaries, including American General Life
Insurance Company, dated September 23, 1975. (12)       

(1)(d) Form of Addendum No. 24 to Service and Expense Agreement dated 
        February 1, 1974, between American International Group, Inc. and
       various affiliate subsidiaries, including American General Life
Insurance Company, dated December 30, 1998. (12)        

(1)(e) Form of Addendum No. 28 to Service and Expense Agreement dated 
      February 1, 1974, among American International Group, Inc. and
       various affiliate subsidiaries, including American General Life
        Insurance Company and American General Life Companies, effective
January 1, 2002. (12)                                   

(1)(f) Form of Addendum No. 30 to Service and Expense Agreement dated 
      February 1, 1974, among American International Group, Inc. and
       various affiliate subsidiaries, including American General Life
   Insurance Company and American General Life Companies, LLC,
effective January 1, 2002. (12)                         

(1)(g) Form of Addendum No. 32 to Service and Expense Agreement dated 
      February 1, 1974, among American International Group, Inc. and
       various affiliate subsidiaries, including American General Life
   Insurance Company, American General Life Companies, LLC and
      American General Equity Services Corporation, effective May 1,
2004. (25)                                              

(j)  Other Material Contracts.                                                  

 (1)    Amended and Restated Unconditional Capital Maintenance Agreement
       between American International Group, Inc. and American General
Life Insurance Company. (45)                            

(k)  Legal Opinion.                                                             

(1)    Opinion of Counsel and Consent of Depositor. (Filed herewith)  

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(l)  Actuarial Opinion.                                                         

 (1)    Opinion and Consent of American General Life Insurance Company's
actuary. (Filed herewith)                               

(m)  Calculation.       None                                                    

(n)  Other Opinions.                                                            

(1)    Consents. (Filed herewith)                                     

(o)  Omitted Financial Statements.       None                                   

(p)  Initial Capital Agreements.       None                                     

(q)  Redeemability Exemption.                                                   

   (1)    Description of American General Life Insurance Company's Issuance,
          Transfer and Redemption Procedures for the Variable Universal Life
         Insurance Policies Pursuant to Rule 6e-3(T)(b)(12)(iii) under the
Investment Company Act of 1940 as of May 1, 2013. (44)  

(r)  Powers of Attorney.                                                        

(1)    Power of Attorney with respect to Registration Statements and  
         Amendments thereto signed by the directors and, where applicable,
 officers of American General Life Insurance Company. (45)

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

(1)  Incorporated by reference to initial filing of Form S-6 Registration       
   Statement (File No. 333-42567) of American General Life Insurance Company
Separate Account VL-R filed on December 18, 1997.                     

(2)  Incorporated by reference to initial filing of Form N-4 Registration       
   Statement (File No. 033-43390) of American General Life Insurance Company
Separate Account D filed on October 16, 1991.                         

(3)  Incorporated by reference to Post-Effective Amendment No. 11 to Form N-6   
Registration Statement (File No. 333-43264) of American General Life  
Insurance Company Separate Account VL-R filed on August 12, 2005.     

(4)  Incorporated by reference to Pre-Effective Amendment No. 1 of Form S-6     
Registration Statement (File No. 333-82982) of American General Life  
Insurance Company Separate Account VL-R filed on May 13, 2002.        

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(5)  Incorporated by reference to Pre-Effective Amendment No. 3 to Form S-6     
Registration Statement (File No. 333-53909) of American General Life  
Insurance Company Separate Account VL-R filed on August 19, 1998.     

(6)  Incorporated by reference to Pre-Effective Amendment No. 1 to Form S-6     
Registration Statement (File No. 333-42567) of American General Life  
Insurance Company Separate Account VL-R filed on March 23, 1998.      

(7)  Incorporated by reference to Pre-Effective Amendment No. 1 to Form N-6     
Registration Statement (File No. 333-118318) of American General Life 
Insurance Company Separate Account VL-R filed on December 17, 2004.   

(8)  Incorporated by reference to Pre-Effective Amendment No. 1 to Form N-4     
Registration Statement (File No. 333-70667) of American General Life  
Insurance Company Separate Account D filed on March 18, 1999.         

(9)  Incorporated by reference to Post-Effective Amendment No. 12 to Form N-4   
Registration Statement (File No. 033-43390) of American General Life  
Insurance Company Separate Account D filed on April 30, 1997.         

(10) Incorporated by reference to Pre-Effective Amendment No. 1 to Form N-4     
Registration Statement (File No. 333-40637) of American General Life  
Insurance Company Separate Account D filed on February 12, 1998.      

(11) Incorporated by reference to Post-Effective Amendment No. 1 to Form S-6    
Registration Statement (File No. 333-87307) of American General Life  
Insurance Company Separate Account VL-R filed on October 10, 2000.    

(12) Incorporated by reference to Post-Effective Amendment No. 8 to Form N-6    
Registration Statement (File No. 333-43264) of American General Life  
Insurance Company Separate Account VL-R filed on May 3, 2004.         

(13) Incorporated by reference to Pre-Effective Amendment No. 1 to Form S-6     
Registration Statement (File No. 333-89897) of American General Life  
Insurance Company Separate Account VL-R filed on January 21, 2000.    

(14) Incorporated by reference to Post-Effective Amendment No. 6 to Form N-6    
Registration Statement (File No. 333-43264) of American General Life  
Insurance Company Separate Account VL-R filed on April 30, 2003.      

(15) Incorporated by reference to Post-Effective Amendment No. 4 to Form S-6    
Registration Statement (File No. 333-42567) of American General Life  
Insurance Company Separate Account VL-R filed on October 11, 2000.    

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(16) Incorporated by reference to Post-Effective Amendment No. 2 to Form S-6    
Registration Statement (File No. 333-80191) of American General Life  
Insurance Company Separate Account VL-R filed on September 20, 2000.  

(17) Incorporated by reference to Post-Effective Amendment No. 2 to Form S-6    
Registration Statement (File No. 333-65170) of American General Life  
Insurance Company Separate Account VL-R filed on April 24, 2002.      

(18) Incorporated by reference to Pre-Effective Amendment No. 1 to Form S-6     
Registration Statement (File No. 333-87307) of American General Life  
Insurance Company Separate Account VL-R filed on January 20, 2000.    

(19) Incorporated by reference to Post-Effective Amendment No. 1 to Form S-6    
Registration Statement (File No. 333-65170) of American General Life  
Insurance Company Separate Account VL-R filed on December 3, 2001.    

(20) Incorporated by reference to Pre-Effective Amendment No. 1 to Form N-4     
Registration Statement (File No. 333-109206) of American General Life 
Insurance Company Separate Account D filed on December 17, 2003.      

(21) Incorporated by reference to Post-Effective Amendment No. 7 to Form N-4    
Registration Statement (File No. 333-40637) of American General Life  
Insurance Company Separate Account D filed on November 8, 2002.       

(22) Incorporated by reference to initial filing of Form N-6 Registration       
    Statement (File No. 333-102299) of American General Life Insurance Company
Separate Account VUL-2 filed on December 31, 2002.                    

(23) Incorporated by reference to initial filing of Form N-6 Registration       
    Statement (File No. 333-103361) of American General Life Insurance Company
Separate Account VL-R filed on February 21, 2003.                     

(24) Incorporated by reference to Post-Effective Amendment No. 7 to Form N-6    
Registration Statement (File No. 333-80191) of American General Life  
Insurance Company Separate Account VL-R filed on December 2, 2004.    

(25) Incorporated by reference to Post-Effective Amendment No. 1 to Form N-6    
Registration Statement (File No. 333-118318) of American General Life 
Insurance Company Separate Account VL-R filed on May 2, 2005.         

(26) Incorporated by reference to initial filing of Form N-6 Registration       
    Statement (File No. 333-129552) of American General Life Insurance Company
Separate Account VL-R filed on November 8, 2005.                      

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(27) Incorporated by reference to Pre-Effective Amendment No. 1 to Form N-6     
Registration Statement (File No. 333-129552) of American General Life 
Insurance Company Separate Account VL-R filed on March 30, 2006.      

(28) Incorporated by reference to Post-Effective Amendment No. 1 to Form N-6    
Registration Statement (File No. 333-129552) of American General Life 
Insurance Company Separate Account VL-R filed on May 1, 2006.         

(29) Incorporated by reference to Post-Effective Amendment No. 6 to Form N-6    
Registration Statement (File No. 333-118318) of American General Life 
Insurance Company Separate Account VL-R filed on December 12, 2006.   

(30) Incorporated by reference to Pre-Effective Amendment No. 1 to Form N-6     
Registration Statement (File No. 333-137817) of American General Life 
Insurance Company Separate Account VL-R filed on December 14, 2006.   

(31) Incorporated by reference to Post-Effective Amendment No. 7 to Form N-6    
Registration Statement (File No. 333-118318) of American General Life 
Insurance Company Separate Account VL-R filed on May 1, 2007.         

(32) Incorporated by reference to Post-Effective Amendment No. 2 to Form N-6    
Registration Statement (File No. 333-137817) of American General Life 
Insurance Company Separate Account VL-R filed on May 1, 2007.         

(33) Incorporated by reference to initial filing of Form N-6 Registration       
    Statement (File No. 333-144594) of American General Life Insurance Company
Separate Account VL-R filed on July 16, 2007.                         

(34) Incorporated by reference to Pre-Effective Amendment No. 1 to Form N-6     
Registration Statement (File No. 333-143072) of American General Life 
Insurance Company Separate Account VL-R filed on August 22, 2007.     

(35) Incorporated by reference to initial filing of Form N-4 Registration       
   Statement (File No. 333-70667) of American General Life Insurance Company
Separate Account D filed on January 15, 1999.                         

(36) Incorporated by reference to Post-Effective Amendment No. 6 to Form N-6    
Registration Statement (File No. 333-80191) of American General Life  
Insurance Company Separate Account VL-R filed on June 10, 2004.       

(37) Incorporated by reference to Pre-Effective Amendment No. 1 to Form N-6     
Registration Statement (File No. 333-144594) of American General Life 
Insurance Company Separate Account VL-R filed on October 2, 2007.     

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(38) Incorporated by reference to Pre-Effective Amendment No. 1 to Form N-6     
Registration Statement (File No. 333-153068) of American General Life 
Insurance Company Separate Account VL-R filed on December 3, 2008.    

(39) Incorporated by reference to Pre-Effective Amendment No. 1 to Form N-6     
Registration Statement (File No. 333-151576) of American General Life 
Insurance Company Separate Account VL-R filed on August 28, 2008.     

(40) Incorporated by reference to Post-Effective Amendment No. 1 to Form N-6    
Registration Statement (File No. 333-151576) of American General Life 
Insurance Company Separate Account VL-R filed on May 1, 2009.         

(41) Incorporated by reference to Post-Effective Amendment No. 2 to Form N-6    
Registration Statement (File No. 333-151576) of American General Life 
Insurance Company Separate Account VL-R filed on May 3, 2010.         

(42) Incorporated by reference to Post-Effective Amendment No. 3 to Form N-6    
Registration Statement (File No. 333-151576) of American General Life 
Insurance Company Separate Account VL-R filed on May 2, 2011.         

(43) Incorporated by reference to Post-Effective Amendment No. 4 to Form N-6    
Registration Statement (File No. 333-151576) of American General Life 
Insurance Company Separate Account VL-R filed on April 30, 2012.      

(44) Incorporated by reference to Post-Effective Amendment No. 5 to Form N-6    
Registration Statement (File No. 333-151576) of American General Life 
Insurance Company Separate Account VL-R filed on April 30, 2013.      

(45) Incorporated by reference to Post-Effective Amendment No. 6 to Form N-6    
Registration Statement (File No. 333-151576) of American General Life 
Insurance Company Separate Account VL-R filed on April 30, 2014.      

(46) Incorporated by reference to initial filing of Form N-6 Registration       
    Statement (File No. 333-196172) of American General Life Insurance Company
Separate Account VL-R filed on May 22, 2014                           

ITEM 27. 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 2919 Allen Parkway, Houston,   
Texas 77019, unless otherwise noted.                                            

NAMES POSITIONS AND OFFICES HELD WITH DEPOSITOR                                 

                                                                [Download Table]
                                                                        
Thomas J. Diemer  Director, Senior Vice President and Chief Risk Officer

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                                                                [Download Table]
                                                                                    
Jeffrey M. Farber (5)   Director                                                    
Mary Jane B. Fortin     Director, Executive Vice President, Chief Financial Officer 
Deborah A. Gero (2)     Director, Senior Vice President and Chief Investment Officer
Jana W. Greer (3)       Director and President, Individual Retirement               
Kevin T. Hogan          Director                                                    
Stephen A. Maginn (3)   Director and Senior Vice President and Chief Distribution   
                        Officer                                                     
James A. Mallon         Director and President, Life and Accident & Health          
Jonathan J. Novak (2)   Director and President, Institutional Markets               
Curtis W. Olson (1)     Director and President, Group Benefits                      
Robert J. Scheinerman   Executive Vice President, Individual Retirement             
Randall W. Epright      Senior Vice President and Chief Information Officer         
Michael P. Harwood      Senior Vice President and Chief Actuary and Corporate       
                        Illustration Actuary                                        
Kyle L. Jennings        Senior Vice President and Chief Compliance Officer          
Christine A. Nixon (2)  Senior Vice President and Chief Legal Officer               
Tim W. Still            Senior Vice President and Chief Operations Officer          
Sai Raman (6)           Senior Vice President, Institutional Markets                
Dawn S. Scheirer        Senior Vice President, Capital Management                   
Tim W. Still            Senior Vice President and Chief Operations Officer          
Yoav Tamir (2)          Senior Vice President, Market Risk Management               
Jesus C. Zaragoza       Senior Vice President and Deputy Chief Financial Officer    
David S. Jorgensen      Vice President and Controller                               
Gloria Beissinger       Vice President and Treasurer                                
Charles E. Beam         Vice President and Assistant Controller                     
Marla S. Campagna (7)   Vice President                                              
Jim A. Coppedge         Vice President and Assistant Secretary                      
Julie Cotton Hearne     Vice President and Secretary                                
John B. Deremo          Vice President, Distribution                                
Gavin D. Friedman (2)   Vice President and Litigation Officer                       
Manda Ghaferi (2)       Vice President                                              
Leo W. Grace            Vice President, Product Filing                              
Tracey E. Harris        Vice President, Product Filing                              
Keith C. Honig (7)      Vice President                                              
Frank Kophamel          Vice President and Appointed Actuary                        
Stuart P. Polakov (3)   Vice President                                              
Mallary L. Reznik (2)   Vice President and Assistant Secretary                      
T. Clay Spires          Vice President and Tax Officer                              
Michael E. Treske       Vice President, Distribution                                
Douglas S. Tymins (7)   Vice President                                              
Melissa H. Cozart       Privacy Officer                                             
Jennifer P. Powell      Anti-Money Laundering and Office of Foreign Asset Control   
                        Officer and 38a-1 Compliance Officer                        
David J. Kumatz (4)     Assistant Secretary                                         
Virginia N. Puzon (2)   Assistant Secretary                                         
Cris Thomas             Assistant Secretary                                         

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Rosemary Foster   Assistant Secretary                             
Barry A. Hopkins  Assistant Tax Officer                           
Timothy Donovan   Illustration Actuary                            
Olga Zalevesky    Illustration Actuary                            
Laszlo Kulin      Investment Tax Officer                          

(1)3600 Route 66, Neptune, NJ 07753                                 
   (2)1 SunAmerica Center, 1999 Avenue of the Stars, Los Angeles, CA 90067
(3)21650 Oxnard Street, Woodland Hills, CA 91367                    
(4)2000 American General Way, Brentwood, TN 3702                    
(5)175 Water Street, New York, NY 10038                             
(6)50 Danbury Road, Wilton, CT                                      
(7)777 S. Figueroa St, Los Angeles, CA                              

ITEM 28. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR    
THE REGISTRANT                                                                  

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 Number 001-08787, accession number 0001047469-14-001096, filed             
February 20, 2014. Exhibit 21 is incorporated herein by reference.              

The Registrant is a separate account of American General Life Insurance Company 
(Depositor).                                                                    

ITEM 29. INDEMNIFICATION                                                        

Insofar as indemnification for liability arising under the Securities Act of    
1933 (the "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.                       

Except as otherwise required by applicable law:                                 

(a) The company shall have the power to indemnify any person who was or is a    
party or is threatened to be made a party to any threatened, pending or         
completed action, suit or proceeding, whether civil, criminal, administrative   
or investigative (other than an action by or on behalf of                       

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the company) by reason of the fact that he is or was director, officer, or      
employee or agent of the company, or is or was serving at the request of the    
company as director, officer, employee or agent of another company or           
enterprise, against expenses (including attorney's fees), judgments, fines and  
amounts paid in settlement actually and reasonably incurred by him in           
connection with such action, suit or proceeding; provided that he (1) acted in  
good faith and in a manner he reasonably believed to be in or not opposed to    
the best interests of the company; and, (2) with respect to any criminal action 
or proceeding, had no reasonable cause to believe his conduct was unlawful. The 
termination of any action, suit or proceeding by judgment, order, settlement,   
conviction, or upon a plea of nolo contendere or its equivalent, shall not, by  
itself, create a presumption that the person did not act in good faith and in a 
manner he reasonably believed to be in or not opposed to the best interest of   
the company, and, with respect to any criminal action or proceeding, had        
reasonable cause to believe that his conduct was lawful.                        

(b) The company shall have the power to indemnify any person who was or is a    
party or is threatened to be made a party to any threatened, pending or         
completed action, suit or proceeding by or on behalf of the company to procure  
a judgment in the company's favor, by reason of the fact that he is or was a    
director, officer, employee or agent of the company, or is or was serving at    
the request of the company as a director, officer, employee or agent of another 
company or enterprise, against expenses (including attorney's fees), judgments  
and amounts paid in settlement actually and reasonably incurred by him in       
connection with the defense or settlement of such action, suit or proceeding;   
provided that he acted in good faith and in a manner he reasonably believed to  
be in or not opposed to the best interests of the company, except that no       
indemnification shall be made in respect of any claim, issue or matter as to    
which such person shall have been adjudged to be liable for negligence or       
misconduct in the performance of his duty to the company unless and only to the 
extent that the court in which such action, suit or proceeding was brought or   
any other court of competent jurisdiction shall determine upon application      
that, despite the adjudication of liability but in view of all the              
circumstances of the case, such person is fairly and reasonably entitled to     
indemnity.                                                                      

(c) To the extent that a director, officer, or employee or agent of the company 
has been successful on the merits or otherwise in defense of any action, suit   
or proceeding referred to in paragraphs (a) and (b) above, or in defense of any 
claim, issue or matter therein, he shall be indemnified against expenses        
(including attorney's fees) actually and reasonably incurred by him in          
connection therewith.                                                           

(d) Any indemnification under paragraphs (a) and (b) above (unless ordered by a 
court or made pursuant to a determination by a court as hereinafter provided)   
shall be made by the company upon a determination that indemnification of the   
director, officer, employee or agent is proper in the circumstances and he has  
met the applicable standard of conduct set forth in paragraphs (a) and (b).     
Such determination shall be made (1) by the Board by a majority of a quorum     
consisting of directors who were not parties to such action, suit or proceeding 
(disinterested), or (2) by a committee of disinterested directors designated by 
majority vote of disinterested directors, even though less than a quorum, or    
(3) by independent legal counsel in a written opinion, and such legal counsel   
was selected by a majority vote of a quorum of the disinterested directors, or  
(4) by the stockholders. In the absence of a determination that indemnification 
is proper, the director, officer or employee may apply to the court conducting  
the proceeding or                                                               

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another court of competent jurisdiction which shall determine whether the       
director, officer, employee or agent has met the applicable standard of conduct 
set forth in paragraphs (a) and (b). If the court shall so determine,           
indemnification shall be made under paragraph (a) or (b) as the case may be.    

(e) Expenses incurred in defending a civil or criminal action, suit or          
proceeding may be paid by the company in advance of the final disposition of    
such action, suit or proceeding as authorized by the Board in the manner        
provided in paragraph (d) upon receipt of a written instrument acceptable to    
the Board by or on behalf of the director, officer, employee or agent to repay  
such amount unless it shall ultimately be determined that he is entitled to be  
indemnified by the company as authorized in this section.                       

(f) The indemnification provided by the company's By-Laws shall not be deemed   
exclusive of any other rights to which those seeking indemnification may be     
entitled under any agreement, or otherwise, both as to action in his official   
capacity and as to action in another capacity while holding such office, and    
shall continue as to a person who has ceased to be a director, officer,         
employee or agent and shall inure to the benefit or the heirs, executors and    
administrators of such a person.                                                

(g) The company shall have the power to purchase and maintain insurance on      
behalf of any person who is or was a director, officer, employee or agent of    
the company, or is or was serving at the request of the company as a director,  
officer, employee or agent of another company, or enterprise against any        
liability asserted against him and incurred by him in any such capacity, or     
arising out of his status as such, whether or not the company would have the    
power to indemnify him against such liability under the provisions of the       
company's By-Laws.                                                              

ITEM 30. PRINCIPAL UNDERWRITERS                                                 

(a) Other Activity. Registrant's principal underwriter, AIG Capital Services,   
Inc., also acts as principal underwriter 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 VUL                                                            

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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                                                              

(b) Management.                                                                 

The following information is provided for each director and officer of the      
principal underwriter. The business address of each officer and director is     
2919 Allen Parkway, Houston, Texas 77019, unless otherwise noted.               

NAME AND PRINCIPAL  POSITIONS AND OFFICES WITH UNDERWRITER            
BUSINESS ADDRESS   AIG CAPITAL SERVICES, INC.                       
------------------  ------------------------------------------------- 

Peter A. Harbeck    Director                                          
James T. Nichols    Director, President and Chief Executive Officer   
Stephen A. Maginn   Director and Senior Vice President                
Rebecca Snider      Chief Compliance Officer                          
Frank Curran        Vice President, Controller, Financial Operation   
                  Principal and Chief Financial Officer, Treasurer
Michael E. Treske   Chief Distribution Officer, Mutual Funds and      
Variable Annuities            
Kurt Bernlohr       Distribution Officer, Group Retirement            
John T. Genoy       Vice President                                    
Mallary L. Reznik   Vice President                                    
Christine A. Nixon  Secretary                                         
Virginia N. Puzon   Assistant Secretary                               

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(c) Compensation From the Registrant.                                           

                                                        [Enlarge/Download Table]

                   NET UNDERWRITING  COMPENSATION ON EVENTS                              
NAME OF PRINCIPAL  DISCOUNTS AND     OCCASIONING THE DEDUCTION  BROKERAGE    OTHER       
UNDERWRITER        COMMISSIONS       OF A DEFERRED SALES LOAD   COMMISSIONS  COMPENSATION
                                                                                         
AIG Capital                                                                              
Services, Inc.            0                     0                   0             0      

ITEM 31. LOCATION OF ACCOUNTS AND RECORDS                                       

All records referenced under Section 31(a) of the 1940 Act, and Rules 31a-1     
through 31a-3 thereunder, are maintained and in the custody of American General 
Life Insurance Company at its principal executive office located at 2727-A      
Allen Parkway, Houston, Texas 77019-2191 or at American General Life Insurance  
Company's Administrative Office located at 3051 Hollis Drive, Springfield,      
Illinois 62704.                                                                 

ITEM 32. MANAGEMENT SERVICES       Not applicable.                              

ITEM 33. FEE REPRESENTATION                                                     

American General Life Insurance Company hereby represents that the fees and     
charges deducted under the Policy, in the aggregate, are reasonable in relation 
to the services rendered, the expenses expected to be incurred, and risks       
assumed by American General Life Insurance Company.                             

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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  

Pursuant to the requirements of the Securities Act of 1933 and the        
Investment Company Act of 1940, the Registrant, American General Life Insurance 
Company Separate Account VL-R, has duly caused this Registration Statement to   
be signed on its behalf, by the undersigned, duly authorized, in the City of    
Houston, and State of Texas on the 31st day of October, 2014.                   

                                       AMERICAN GENERAL LIFE INSURANCE COMPANY
                     SEPARATE ACCOUNT VL-R
            (Registrant)

                                  BY:  AMERICAN GENERAL LIFE INSURANCE COMPANY
                                        (On behalf of the Registrant and itself)

              BY:  MARY JANE B. FORTIN
                                        ----------------------------------------
                   MARY JANE B. FORTIN
                            EXECUTIVE VICE PRESIDENT AND
                       CHIEF FINANCIAL OFFICER

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Pursuant to the requirements of the Securities Act of 1933, this          
Registration Statement has been signed below by the following persons in the    
capacities and on the dates indicated.                                          

Signature                     Title                    Date           
---------                     -----                    ----           

THOMAS J. DIEMER       Director, Senior Vice          October 31, 2014          
---------------------  President and Chief Risk                                 
THOMAS J. DIEMER       Officer                                                  

JEFFREY M. FARBER      Director                       October 31, 2014          
---------------------                                                           
JEFFREY M. FARBER                                                               

MARY JANE B. FORTIN    Director, Executive Vice       October 31, 2014          
---------------------  President and Chief Financial                            
MARY JANE B. FORTIN    Officer                                                  

DEBORAH A. GERO        Director, Senior Vice          October 31, 2014          
---------------------  President and Chief                                      
DEBORAH A. GERO        Investment Officer                                       

JANA W. GREER                                         October 31, 2014          
---------------------  Director and President -                                 
JANA W. GREER          Individual Retirement                                    

KEVIN T. HOGAN         Director                       October 31, 2014          
---------------------                                                           
KEVIN T. HOGAN                                                                  

STEPHEN A. MAGINN      Director, Senior Vice          October 31, 2014          
---------------------  President and Chief                                      
STEPHEN A. MAGINN      Distribution Officer                                     

JAMES A. MALLON                                       October 31, 2014          
---------------------  Director and President -                                 
JAMES A. MALLON        Life and Accident & Health                               

JONATHAN J. NOVAK                                     October 31, 2014          
---------------------  Director and President -                                 
JONATHAN J. NOVAK      Institutional Markets                                    

CURTIS W. OLSON                                       October 31, 2014          
---------------------  Director and President -                                 
CURTIS W. OLSON        Group Benefits                                           

DAVID JORGENEN         Vice President and Controller  October 31, 2014          
---------------------                                                           
DAVID JORGENSEN                                                                 

MANDA GHAFERI          Attorney-In-Fact               October 31, 2014          
---------------------                                                           
MANDA GHAFERI                                                                   

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 EXHIBIT INDEX

(c)(2)      Form of Selling Group Agreement.                                    

(d)(1)      Specimen form of "AG Platinum Choice VUL" Flexible Premium Variable 
     Universal Life Insurance Policy, Interstate Insurance Compact
Version, Policy Form No. ICC14-14904.                   

(d)(2)      Specimen form of "AG Platinum Choice VUL" Flexible Premium Variable 
            Universal Life Insurance Policy, State Specific Version, Policy Form
No. 14904.                                              

(e)(3)      Specimen form of VUL Supplemental Application Form No.              
AGLC107631-2014                                         

(e)(4)      Specimen form of VUL Supplemental Application Form No. ICC-14107631 

(e)(5)      Specimen form of Service Request Form, Form No. AGLC107952          

(h)(4)(b)   American Funds Amendment No. 6 to Participation Agreement           

(h)(5)(b)   Anchor Series Trust Amendment No. 1 to Amended and Restated         
Participation Agreement                                 

(h)(8)(c)   Fidelity Amendment No. 1 to Amended and Restated Participation      
Agreement                                               

(h)(9)(f)   Franklin Templeton Amendment to Amended and Restated Participation  
Agreement                                               

(h)(11)(b)  JPMorgan Amendment No. 3 to Participation Agreement                 

(h)(12)(c)  Janus Aspen Amendment No. 11 to Fund Participation Agreement        

(h)(13)(e)  MFS Amendment No. 16 to Participation Agreement                     

(h)(14)(e)  Neuberger Amendment No.3 to Participation Agreement                 

(h)(15)(c)  OppenheimerFunds Amendment No. 7 to Participation Agreement         

(h)(19)(b)  Season Series Trust Amendment No. 1 to Participation Agreement      

(h)(21)(j)  VALIC Co. I Fourteenth Amendment to Participation Agreement         

(h)(22)(b)  VALIC Co. II First Amendment to Participation Agreement             

(h)(32)(d)  Franklin Templeton Amendment No. 9 to Administrative Services       
Agreement                                               

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(h)(36)(b)  Neuberger Amendment to Amended and Restated Administrative Services 
Agreement                                               

(h)(37)(d)  OppenheimerFunds Amendment No. 7 to Administrative Services         
Agreement                                               

(h)(41)(b)  Seasons Series Trust Amendment No. 1 to Shareholder Services        
Agreement                                               

(h)(53)(a)  Janus 22c-c Information Sharing                                     

(k)(1)      Legal Opinion and Consent                                           

(l)(1)      Actuarial Opinion and Consent                                       

(n)(1)      PricewaterhouseCoopers LLP Consent                                  

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