AGL SEPARATE ACCOUNT VL R, S-6, 1999-10-29

AGL SEPARATE ACCOUNT VL R
S-6, 1999-10-29

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<PAGE>

Registration No.333-______

As filed with the Securities and Exchange Commission on October 29, 1999

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-6
TO REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
OF SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2

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

AMERICAN GENERAL LIFE INSURANCE COMPANY
(Exact Name of Depositor)
2727-A Allen Parkway
Houston, Texas 77019-2191
(Complete Address of Depositor's Principal Executive Offices)

Pauletta P. Cohn, Esq.
Associate General Counsel
American General Life Companies
2929 Allen Parkway
Houston, Texas 77019-2191
(Name and Complete Address of Agent for Service)

Title and Amount of Securities Being Registered:
An Indefinite Amount of Units of Interest in
American General Life Insurance Company
Separate Account VL-R
Under Variable Life Insurance Policies

Securities Being Offered: Flexible Premium Variable Life Insurance Policies

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

The Registrant hereby amends this Registration Statement on such date or date 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 this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>

AMERICAN GENERAL LIFE INSURANCE COMPANY
SEPARATE ACCOUNT VL-R
RECONCILIATION AND TIE BETWEEN ITEMS IN FORM
N-8B-2 AND THE PROSPECTUS
(PURSUANT TO INSTRUCTION 4 OF FORM S-6)

CROSS REFERENCE SHEET

ITEM NO. OF FORM N-8B-2* PROSPECTUS CAPTION
- ----------------------------------------------------------------------
1 Additional Information:
Separate Account VL-R.
2 Additional Information: AGL.
3 Inapplicable.
4 Additional Information:
Distribution of Policies.
5, 6 Additional Information:
Separate Account VL-R.
7 Inapplicable.**
8 Inapplicable.**
9 Additional Information: Legal Matters.
10(a) Additional Information: Your
Beneficiary, Assigning Your Policy.
10(b) Basic Questions You May Have: How
will the value of my investment in
a Policy change over time?
10(c)(d) Basic Questions You May Have: How
can I change my Policy's insurance
coverage? How can I access my
investment in Policy? Can I choose
the form in which AGL pays out any
proceeds from my Policy? Additional
Information: Payment of Policy
Proceeds.
10(e) Basic Questions You May Have: Must I
invest any minimum amount in a
policy?
10(f) Additional Information: Voting
Privileges.
10(g)(1), 10(g)(4), 10(h)(3), 10(h)(2) Basic Questions You May Have: To
what extent will AGL vary the terms
and conditions of the Policies in
particular cases? Additional
Information: Voting Privileges;
Additional Rights That We Have.
10(g)(3), 10(g)(4), 10(h)(3), 10(h)(4) Inapplicable.**
10(i) Additional Information: Separate
Account VL-R; Tax Effects.
11 Basic Questions You May Have: How
will the value of my investment in a
Policy change over time? Additional
Information: Separate Account VL-R .
12(a) Additional Information: Separate
Account VL-R; Front Cover.
12(b) Inapplicable.**
12(c), 12(d) Inapplicable.**
12(e) Inapplicable, because the Separate
Account did not commence operations
until 1998.
13(a) Basic Questions You May Have: What
charges will AGL deduct from my
investment in a Policy? What charges
and expenses will the Mutual Funds
from the amounts I invest through my
Policy? Additional Information: More
About Policy Charges.
13(b) Illustrations of Hypothetical Policy
Benefits.
13(c) Inapplicable.**
13(d) Basic Questions You May Have: To what
extent will AGL vary the terms and
conditions of the Policy in
particular cases?
13(e), 13(f), 13(g) None.
<PAGE>

ITEM NO. OF FORM N-8B-2* PROSPECTUS CAPTION
- ----------------------------------------------------------------------
14 Basic Questions You May Have: How
can I invest money in a Policy?
15 Basic Questions You May Have: How
can I invest money in a Policy?
How do I communicate with AGL?
16 Basic Questions You May Have: How will
the value of my investment in a
Policy change over time?

ITEM NO. ADDITIONAL INFORMATION
- ----------------------------------------------------------------------
17(a), 17(b) Captions referenced under Items
10(c), 10(d), and 10(e).
17(c) Inapplicable.**
18(a) Captions referred to under Item 16.
18(b), 18(d) Inapplicable.**
18(c) Additional Information: Separate
Account VL-R.
19 Additional Information: Separate
Account VL-R; Our Reports to Policy
Owners.
20(a), 20(b), 20(c), 20(d), 20(e), 20(f) Inapplicable.**
21(a), 21(b) Basic Questions You May Have: How can
I access my investment in a Policy?
Additional Information: Payment of
Policy Proceeds.
21(c) Inapplicable.**
22 Additional Information: Payment of
Policy Proceeds-Delay to Challenge
Coverage.
23 Inapplicable.**
24 Basic Questions You May Have;
Additional Information.
25 Additional Information: AGL.
26 Inapplicable, because the Separate
Account did not commence operations
until 1998.
27 Additional Information: AGL.
28 Additional Information: AGL's
Management.
29 Additional Information: AGL.
30, 31, 32, 33, 34 Inapplicable, because the Separate
Account did not commence operations
until 1998.
35 Inapplicable.**
36 Inapplicable.**
37 None.
38, 39 Additional Information: Distribution
of the Policies.
40 Inapplicable, because the Separate
Account did not commence operations
until 1998.
41(a) Additional Information: Distribution
of the Policies.
41(b), 41(c) Inapplicable**
41,43 Inapplicable, because the Separate
Account did not commence operations
or issue any securities until 1998.
44(a)(1), 44(a)(2), 44(a)(3) Basic Questions You May Have: How
will the value of my investment in
a Policy change over time?
44(a)(4) Additional Information: Tax Effects--
Our taxes.
44(a)(5), 44(a)(6) Basic Questions You May Have: What
charges will AGL deduct from my
investment in a Policy?
44(b) Inapplicable.**
44(c) Caption referenced in 13(d) above.
<PAGE>

ITEM NO. ADDITIONAL INFORMATION
- ----------------------------------------------------------------------
45 Inapplicable, because the Separate
Account did not commence operations
until 1998.
46(a) Captions referenced in 44(a) above.
46(b) Inapplicable.**
47, 48, 49 None.
50 Inapplicable.**
51 Inapplicable.**
52(a), 52(c) Basic Questions You May Have: To what
extent can AGL vary the terms and
conditions of the Policy in
particular cases? Additional
Information: Additional Rights That
We Have.

52(b), 52(d) None.
53(a) Additional Information: Tax Effects--
Our taxes.
53(b), 54 Inapplicable.**
55 Illustrations of Hypothetical Policy
Benefits.
56-59 Inapplicable.**

* Registrant includes this Reconciliation and Tie in its Registration
Statement in compliance with Instruction 4 as to the Prospectus as set out
in Form S-6. Separate Account VL-R (Account) has previously filed a notice
of registration as an investment company on Form N-8A under the Investment
Company Act of 1940 (Act), and a Form N-8B-2 Registration Statement.
Pursuant to Sections 8 and 30(b)(1) of the Act, Rule 30a-1 under the Act,
and Forms N-8B-2 and N-SAR under that Act, the Account will keep its
Form N-8B-2 Registration Statement current through the filing of
periodic reports required by the Securities and Exchange Commission
(Commission).

** Not required pursuant to either Instruction 1(a) as to the Prospectus as
set out in Form S-6 or the administrative practice of the Commission and
its staff of adapting the disclosure requirements of the Commission's
registration statement forms in recognition of the differences between
variable life insurance policies and other periodic payment plan
certificates issued by investment companies and between separate accounts
organized as management companies and unit investment trusts.
<PAGE>

KEY LEGACY PLUS
Flexible Premium Variable Life Insurance Policy (the "Policy") Issued by
American General Life Insurance Company ("AGL")

HOME OFFICE:

(Express Delivery) (US Mail)
2727-A Allen Parkway Variable Universal Life
Houston, Texas 77019-2191 Administration
PHONE: 1-888-436-4963 P.O. Box 4880
or 1-713-831-3443 Houston, Texas 77210-4880
FAX: 1-713-831-6989

This booklet is called the "prospectus."

Investment options. You may use AGL's Separate Account VL-R ("Separate
Account") to invest in the following variable investment options and change your
selections from time to time:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Victory Variable Insurance Funds American General Series Portfolio Putnam Variable Trust
Company
<S> <C> <C>
. Investment Quality Bond Fund . Money Market Fund . Putnam VT Diversified Income
. Diversified Stock Fund Fund
. Small Cap Opportunity Fund

The Variable Annuity Life
Key Asset Management Inc.* Insurance Company * Putnam Investment Management, Inc.*
- -----------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Variable Account Funds Templeton Variable Products American Century Variable Portfolios,
Series Fund Inc.

. Oppenheimer High Income Fund/VA . Franklin Small Cap Investments . VP Value Fund
Fund - Class 2/1/
. Templeton International Fund -
Class 2/2/

/1/Franklin Advisers, Inc.* American Century Investment
OppenheimerFunds, Inc.* /2/Templeton Investment Counsel,Inc.* Management, Inc.*
- -----------------------------------------------------------------------------------------------------------------------------------
Neuberger Berman Advisers Van Kampen Life Investment AIM Variable Insurance Funds, Inc.
Management Trust Trust

. Partners Portfolio . Emerging Growth Portfolio . AIM V.I. International Equity Fund

Van Kampen Asset Management
Neuberger Berman Management Inc.* Inc.* A I M Advisors, Inc.*
- ------------------------------------------------------------------------------------------------------------------------------------
MFS Variable Insurance Trust

. MFS Total Return Series

Massachusetts Financal Services
Company*
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

*The Investment Adviser of the investment option
<PAGE>

Separate prospectuses contain more information about the mutual funds ("Funds"
or "Mutual Funds") in which we invest the accumulation value that you allocate
to any of the above-listed investment options. The formal name of each such Fund
is set forth in the chart that appears on page 1. Your investment results in
any such option will depend on those of the related Fund. You should be sure you
also read the prospectus of the Mutual Fund for any such investment option you
may be interested in. You can request free copies of any or all of the Mutual
Fund prospectuses from your AGL representative or from us at our Home Office
listed on page 1.

Other choices you have. During the insured person's lifetime, you may, within
limits, (1) request an increase in the amount of insurance, (2) borrow or
withdraw amounts you have invested, (3) choose, when and how much you invest,
and (4) choose whether your accumulation value under your Policy, upon the
insured person's death, will be added to the insurance proceeds we otherwise
will pay to the beneficiary.

Charges and expenses. We deduct charges and expenses from the amounts you
invest. These are described beginning on page___.

Right to return. If for any reason you are not satisfied with your Policy,
you may return it to us and we will refund you the greater of (i) any premium
payments received by us or (ii) your accumulation value plus any charges that
have been deducted. To exercise your right to return your Policy, you must mail
it directly to the Home Office address shown on the first page of this
prospectus or return it to the AGL representative through whom you purchased the
Policy within 10 days after you receive it. In a few states, this period may be
longer. 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 above-listed
investment options as you have chosen. Any additional premium we receive during
the 15-day period will also be invested in the money market division and
allocated to the investment options at the same time as your initial net
premium.

We have designed this prospectus to provide you with information that you
should have before investing in the Policies. Please read the prospectus
carefully and keep it for future reference.

Neither the Securities and Exchange Commission ("SEC") nor any state
securities commission has approved or disapproved of 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 available in all states.

The Policies are not insured by the FDIC or any other agency. They are not
deposits or other obligations of any bank and are not bank guaranteed. They are
subject to investment risks and possible loss of principal invested.

This prospectus is dated _____________.

2
<PAGE>

GUIDE TO THIS PROSPECTUS

This prospectus contains information that you should know before you purchase
Key Legacy Plus policy ("Policy") or exercise any of your rights or privileges
under a Policy.

Basic Information. Here are the page numbers in this prospectus where you may
find answers to most of your questions:

<TABLE>
<CAPTION>
Page to
See in this
Prospectus
----------
Basic Questions You May Have
- ----------------------------
<S> <C>
. How can I invest money in a Policy? ........................................
. How will the value of my investment in a Policy change over time? ..........
. What is the basic amount of insurance ("death benefit")
that AGL pays when the insured person dies? ..............................
. What charges will AGL deduct from my investment in a Policy? ...............
. What charges and expenses will the Mutual Funds deduct from
amounts I invest through my Policy? ......................................
. Must I invest any minimum amount in a Policy? ..............................
. How can I change my Policy's investment options? ...........................
. How can I change my Policy's insurance coverage? ...........................
. What additional rider benefits might I select? .............................
. How can I access my investment in a Policy? ................................
. Can I choose the form in which AGL pays out proceeds from my Policy? .......
. To what extent can AGL vary the terms and conditions of the Policy
in particular cases? .....................................................
. How will my Policy be treated for income tax purposes? .....................
. How do I communicate with AGL? .............................................
</TABLE>

Illustrations of a hypothetical Policy. Starting on page ___, we have included
some examples of how the values of a sample Policy would change over time, based
on certain assumptions we have made. Because your circumstances may vary
considerably from our assumptions, your AGL representative will also provide you
with a similar sample illustration that is more tailored to your own
circumstances and wishes.

Underwriting. We will issue the Policy using either simplified underwriting
or full underwriting based on our established guidelines. See the discussion
regarding our underwriting process on page ___.

Additional information. You may find the answers to any other questions you
have under "Additional Information" beginning on page___ or in the form of our
Policy. A table of contents for the "Additional Information" portion of this
prospectus also appears on page ___. You can obtain copies of our form of Policy
from (and direct any other questions to) your AGL representative or our Home
Office (shown on the first page of this prospectus).

Financial statements. We have included certain financial statements of AGL.
These begin on page Q-1.

Special words and phrases. If you want more information about any words or
phrases that you read in this prospectus, you may wish to refer to the Index of
Words and Phrases that appears at the back of this prospectus. That index will
tell you on what page you can read more about many of the words and phrases that
we use.

3
<PAGE>

BASIC QUESTIONS YOU MAY HAVE

How can I invest money in a Policy?

Premium payments. We call the investments you make in a Policy "premiums" or
"premium payments." The amount we require as your initial premium varies
depending on the specifics of your Policy and the insured person. We can refuse
to accept a subsequent premium payment that is less than $50. 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 right to return expires, as
discussed on page 2, will be allocated upon receipt to the available investment
options you have chosen.

Limits on premium payments. Federal tax law limits your ability to make
certain very large amounts of premium payments (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. We will
monitor your premium payments, however, to be sure that you do not exceed
permitted amounts or inadvertently incur any tax penalties. Also, in certain
limited circumstances (if your Policy is determined to be a "modified endowment
contract" or if additional premiums cause the death benefit to increase more
than the accumulation value), we may refuse to accept an additional premium if
the insured person does not provide us with adequate evidence that he/she
continues to meet our requirements for issuing insurance. These tax law
requirements and a discussion of modified endowment contracts are summarized
further under "Tax Effects" beginning on page __.

Ways to pay premiums. You may pay premiums by check or money order 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 must be sent directly to
our Home Office. We also accept premium payments by bank draft, wire, or by
exchange from another insurance company. You may obtain further information
about how to make premium payments by any of these methods from your AGL
representative or from our Home Office shown on the first page of this
prospectus.

Dollar cost averaging. Dollar cost averaging is an investment strategy
designed to reduce the risks that result from market fluctuations. The strategy
spreads the allocation of your accumulation value over a period of time. This
allows you to reduce the risk of investing most of your funds at a time when
prices are high. The success of this strategy depends on market trends and is
not guaranteed.

Under dollar cost averaging, we automatically make transfers of your
accumulation value from the money market investment option to one or more of the
other investment options that you choose. You tell us whether you want these
transfers to be made monthly, quarterly, semi-annually or annually. We make the
transfers as of the end of the valuation period that contains the day of the
month that you select other than the 29th, 30th or 31st day of the month. The
term "valuation period" is described on page __. 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. You cannot participate in dollar cost averaging
while also using automatic rebalancing (discussed below). Dollar cost averaging
ceases upon your request, or if your accumulation value in the money market
option becomes exhausted.

4
<PAGE>

Automatic rebalancing. This feature automatically rebalances the proportion of
your accumulation value in each investment option under your Policy to
correspond to your then current premium allocation designation. You tell us
whether you want us to do the rebalancing quarterly, semi-annually or annually.
The date automatic rebalancing occurs will be based on the date of issue of your
Policy. 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. Automatic rebalancing will occur
as of the end of the valuation period that contains the date of the month your
Policy was issued. You must have a total accumulation value of at least $5,000
to begin automatic rebalancing. You cannot participate in this program while
also participating in dollar cost averaging (discussed above). Rebalancing ends
upon your request.

How will the value of my investment in a Policy change over time?

Your accumulation value. From each premium payment you make, we deduct the
charges that we describe on page __ under "Deductions from each premium
payment." We invest the rest in one or more of the investment options listed on
the first page of this prospectus. 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 investment option in shares of a corresponding Mutual Fund.
Over time, your accumulation value in any investment option will increase or
decrease by the same amount as if you had invested in the related Fund's shares
directly (and reinvested all dividends and distributions from the Fund in
additional Fund shares); except that your accumulation value will also be
reduced by certain charges that we deduct. We describe these charges beginning
on page __ under "What charges will AGL deduct from my investment in a Policy?"

You can review other important information about the Mutual Funds that you can
choose in the separate prospectuses for those Funds. This includes information
about the investment performance that each Fund's investment manager has
achieved. You can request additional free copies of these prospectuses from your
AGL representative or from our Home Office shown on the first page of this
prospectus.

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

What is the basic amount of insurance ("death benefit") that AGL pays when the
insured person dies?

Your specified amount of insurance. In your application to buy Key Legacy Plus
Policy, you will tell us how much life insurance coverage you want on the life
of the insured person. We call this the "specified amount" of insurance.

Your death benefit. The basic death benefit we will pay is reduced by any
outstanding Policy loans. You also choose whether the basic death benefit we
will pay is

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

. Option 2--The specified amount plus the Policy's accumulation value on the
date of death.

5
<PAGE>

Under Option 2, your death benefit will tend to 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
will tend to be higher under Option 1 than under Option 2.

We will automatically pay an alternative basic death benefit if it is higher
than the basic Option 1 or Option 2 death benefit (whichever you have selected).
The alternative basic death benefit is computed by multiplying your Policy's
accumulation value on the insured person's date of death by the following
percentages:

TABLE OF ALTERNATIVE BASIC DEATH BENEFITS AS A PERCENTAGE MULTIPLE OF POLICY
ACCUMULATION VALUE
<TABLE>
<CAPTION>

Insured's Insured's
Age on % of Age on % of
Policy Accumulation Policy Accumulation
Anniversary Value Anniversary Value
----------- ----- ----------- -----
<S> <C> <C> <C>
0-40 250 60 130
41 243 61 128
42 236 62 126
43 229 63 124
44 222 64 122
45 215 65 120
46 209 66 119
47 203 67 118
48 197 68 117
49 191 69 116
50 185 70 115
51 178 71 113
52 171 72 111
53 164 73 109
54 157 74 107
55 150 75-90 105
56 146 91 104
57 142 92 103
58 138 93 102
59 134 94 101
95+ 100
- --------------
</TABLE>
* Nearest birthday at the beginning of the Policy year in which the insured
person dies.

What charges will AGL deduct from my investment in a Policy?

Deductions from each premium payment. There is currently no deduction from
each premium payment you make. However, we have the right at any time to assess
a charge not to exceed more than 1.5% on all

6
<PAGE>

future premium payments for the costs associated with the issuance of the Policy
and administrative services we perform.

Daily Charge. We will deduct a daily charge based on either the guaranteed
rate or the current rate (if lower than the guaranteed rate) for the costs
associated with the mortality and expense risks we assume under the Policy.

. The guaranteed daily charge will be at an annual effective rate of .90% for
the first 10 Policy Years, .65% for Policy Years 11 - 20 and 40% thereafter.
The guaranteed daily deduction charges are .15% higher than the current daily
charges. The guaranteed daily deduction charges are the maximums we may
charge; we may charge less, but we can never charge more.

. The current daily charge will be at an annual effective rate of .75% of your
accumulation value that is then being invested in any of the investment
options. After a Policy has been in effect for 10 years, we intend to reduce
the rate of the current charge to .50%, and after 20 years, we intend to
further reduce the current charge to .25%. We may change the applicable
current charge at any time as long as the charge does not exceed the
guaranteed daily charge.

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 "amount at risk" on that date. Our 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, a greater amount at risk results in a higher monthly insurance charge.
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
insured persons die.

For otherwise identical Policies, a higher cost of insurance rate also results
in a higher monthly insurance charge. Our cost of insurance rates are guaranteed
not to exceed those that will be specified in your Policy.

We will offer the Policy on a simplified issue method based on our established
guidelines, including that the specified amount of the Policy cannot exceed
$250,000. Our cost of insurance rates will generally be higher for a simplified
issue Policy.

In general, our cost of insurance rates increase with the insured person's
age. The longer you own your Policy, the higher the cost of insurance rate will
be. Also our cost of insurance rates will generally be lower if the insured
person is a female than if a male (except in Montana where such costs cannot be
based on gender).

Similarly, our current cost of insurance rates are generally lower for
non-smokers than smokers. Insured persons who present particular health,
occupational or non-work related risks may be charged higher cost of insurance
rates and other additional charges based on the specified amount of insurance
coverage under their Policy.

Our cost of insurance rates also 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.

7
<PAGE>

Transaction Fee. We will charge a $25 transaction fee for each partial
surrender you make to cover administrative services. This charge will be
deducted from the investment options in the same ratio as the requested
transfer.

Charge for taxes. We can make a charge in the future for 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.

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

Allocation of charges. You may choose the investment options from which we
deduct all monthly charges. If you do not have enough accumulation value in the
investment options you have chosen, we will deduct these charges in proportion
to the amount of accumulation value you then have in each investment option.

What charges and expenses will the Mutual Funds deduct from amounts I invest
through my Policy?

Each Mutual Fund pays its investment management fees and other operating
expenses. Because they reduce the investment return of a Fund, these fees and
expenses also will reduce indirectly the return you will earn on any
accumulation value that you have invested in that Fund. These charges and
expenses are as follows:

The Mutual Funds' Annual Expenses (as a percentage of average net assets).

[To be updated by pre-effective amendment.]

<TABLE>
<CAPTION>
Fund Other Fund Total Fund
Management Operating Operating
Fees (After Expenses (After Expenses (After
Expense Expense Expense
Name of Fund Reimbursement) 12b-1 Reimbursement) Reimbursement)
------------ -------------- ----- ---------------- ----------------
<S> <C> <C> <C> <C>
The following funds of
AIM Variable Insurance Funds, Inc./1/
AIM V.I. International Equity Fund.. .___% .___% .___%

The following fund of
American General Series Portfolio
Company/1/
Money Market Fund................... .___% .___% .___%

</TABLE>

(footnotes begin on page __)

8
<PAGE>

Fund Other Fund Total Fund
Management Operating Operating
Fees (After Expenses( After Expenses (After
Expense Expense Expense
Name of Fund Reimbursement) 12b-1 Reimbursement) Reimbursement)
------------ -------------- ------ ---------------- ----------------
<S> <C> <C> <C> <C>
The following fund of
Neuberger Berman Advisers
Management Trust/1/
Partners Portfolio........................ .___% .___% .___%

The following fund of
Putnam Variable Trust
Putnam VT Diversified Income Fund......... .___% .___% .___%

The following funds of
Templeton Variable Products Series Fund/1/
Franklin Small Cap Investments Fund -
Class 2.................................. .___% .___% .___% .___%
Templeton International Fund - Class 2.... .___% .___% .___% .___%

The following fund of
Oppenheimer Variable Account Funds/1/
Oppenheimer High Income Fund V/A.......... .___% .___% .___%

The following funds of
Victory Variable Insurance Funds/1/
Investment Quality Bond Fund.............. .___% .___% .___%
Diversified Stock Fund.................... .___% .___% .___%
Small Cap Opportunity Fund................

The following fund of
American Century Variable Portfolios, Inc./1/
VP Value Fund............................. .___% .___% .___%

The following fund of
MFS Variable Insurance Trust/1/
MFS Total Return Series................... .___% .___% .___%

The following fund of
Van Kampen Life Investment Trust/1/..........
Emerging Growth Portfolio................. .___% .___% .___%
</TABLE>

(footnotes on next page)

9
<PAGE>

/1/Some of the Mutual Funds' advisers or administrators have entered into
service agreements with AGL. Under these arrangements, the advisers or
administrators pay fees to AGL for certain administrative services. The fees do
not have a direct relationship to the Mutual Funds' Annual Expenses. (See
"Service Agreements.")

[/FN/ If certain voluntary expense reimbursements from the investment adviser
were terminated, management fees and other expenses for the fiscal year ended in
_______ would have been as set out in the following table.]

<TABLE>
<CAPTION>
Other Total
Fund Fund Fund
Management Operating Operating
Name of Fund Fees Expenses Expenses
- --------------------------------- ---------- ---------- ---------
<S> <C> <C> <C>

________________................. .__% **.__% .__%
**Including 12b-1 fees of ___%.
</TABLE>

[/FN/The prospectus for [fund with 12b-1 fees] under "Distribution Plan"
discusses this 12b-1 fee.]

Must I invest any minimum amount in a Policy?

Planned periodic premiums. Page 3 of your Policy will specify a "Planned
Periodic Premium." This is the amount that you (within limits) choose to have us
bill you. Our current practice is to bill 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 your Policy's cash surrender value stays above zero. 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.

Policy lapse and reinstatement. If your Policy's cash surrender value does
fall to zero, we will notify you and give you a grace period to pay at least the
amount we estimate is necessary to keep your Policy in force for a reasonable
time. If we do not receive your payment by the end of the grace period, your
Policy 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
5 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. Also, you will have to pay enough premium to keep your Policy
in force for two months as well as pay or reinstate any indebtedness. In the
Policy, you will find additional information about the values and terms of a
Policy after it is reinstated.

How can I change my Policy's investment options?

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%.

10
<PAGE>

Transfers of existing accumulation value. You may also transfer your existing
accumulation value from one investment option under the Policy to another free
of charge. You may make transfers at any time. Unless you are transferring the
entire amount you have in an investment option, each transfer must be at least
$500. See "Additional Rights That We Have" on page __.

Market Timing. The Policy is not designed for professional market timing
organizations or other entities using programmed and frequent transfers. We
reserve the right at any time and without prior notice to any party to
terminate, suspend, or modify our policies or procedures regarding telephone
requests or to stop permitting telephone requests altogether.

How can I change my Policy's insurance coverage?

Increase in coverage. You may at any time 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 and risk class of the insured person at the
time of the increase.

Decrease in Coverage. After the first Policy year, you may request a
reduction in the specified amount of coverage, but not below certain minimums.
After any decrease, the death benefit amount cannot be less than the greater of
(i) $50,000, and (ii) any death benefit amount which, upon comparing such
amounts to the sums already paid, would result in an excess of premium payments.

Change of death benefit option. You may at any time request us to change your
coverage from death benefit Option 1 to 2 or vice-versa.

. If you change from Option 1 to 2, we also 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.

. If you change from Option 2 to 1, we automatically increase your Policy's
specified amount by the amount of your Policy's accumulation value.

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

What additional rider benefits might I select?

You can request that your Policy include the maturity extension rider benefit
described below. Eligibility for and changes in this benefit are subject to our
rules and procedures as in effect from time to time. More details are included
in the form of the rider, which we suggest that you review if you choose this
benefit.

11
<PAGE>

Maturity Extension Rider
------------------------

. This rider permits you to extend the Policy's maturity date beyond what it
otherwise would be. The rider provides for a death benefit after the
original maturity date that is equal to the accumulation value on the date
of death. With this rider, all accumulation value that is in the separate
account can remain there. There is no charge for this rider.

. In this rider, only the insurance coverage associated with the base policy
will be extended beyond the original maturity date. No additional premium
payments, new loans, monthly insurance charge, or changes in specified
amount will be allowed after the original maturity date. There is a flat
monthly charge of no more than $10 each month after the original maturity
date.

. Extension of the maturity date beyond the insured person's age 100 may
result in the current taxation of increases in your Policy's accumulation
value as a result of interest or investment experience after that time. You
should consult a qualified tax adviser before making such an extension.

How can I access my investment in a Policy?

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. We call this
amount your "cash surrender value."

Partial surrender. You may, at any time after the first Policy year, make a
partial surrender of your Policy's cash surrender value. A partial surrender
must be at least $500. If the Option 1 death benefit is then in effect, we will
also automatically reduce your Policy's specified amount of insurance by the
amount of your withdrawal and any related charges.

You may choose the investment option or options from which money that you
withdraw will be taken. Otherwise, we will allocate the withdrawal 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.

Exchange of Policy in Certain States. Certain states require that a policy
owner be given the right to exchange the Policy for a fixed benefit life
insurance policy, within either 18 or 24 months from the date of issue. This
right is subject to various conditions imposed by the states and us. In such
states, this right has been more fully described in your Policy or related
endorsements to comply with the applicable state requirements.

Transaction Fee. We will charge a $25 transaction fee for each partial
surrender you make. This charge will be deducted from the investment options in
the same ratio as the requested transfer.

Policy loans. You may at any time borrow from us an amount equal to your
Policy's cash surrender value less the interest that will be payable on your
loan through your next Policy anniversary. This rule is not applicable in all
states. The minimum amount of each loan is $500.

12
<PAGE>

We remove from your investment options an amount equal to your loan and hold
that amount as additional collateral for the loan. We will credit your Policy
with interest on this collateral amount at an effective annual rate of 4%
(rather than any amount you could otherwise earn in one of our investment
options), and we will charge you interest on your loan at an effective annual
rate of 4.75%. Loan interest is payable annually, on the Policy anniversary, in
advance, at a rate of 4.54%. 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 $500) of your loan at any time
before the death of the insured while the Policy is in force. You must designate
any loan repayment as such. Otherwise, we will treat it as a premium payment
instead. 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 will be deducted from the
proceeds we pay following the insured person's death.

Preferred loan interest rate. We will credit a higher interest rate, but not
more than 4.75%, on an amount of the collateral securing Policy loans taken out
after the first 10 Policy years. The maximum amount of new loans that will
receive this preferred loan interest rate for any year is:

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

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

We intend to set the rate of interest we credit to your preferred collateral
amount equal to the loan interest rate you are paying, resulting in a zero net
cost of borrowing for that amount. We have full discretion to vary the preferred
rate, provided that it will always be greater than the rate we are then
crediting in connection with regular Policy loans, and will never be less than
an effective annual rate of 4.5%. Because we first offered the Policies in
_____, we have not yet applied the preferred loan interest rate to any Policy
loan amounts.

Maturity of your Policy. If the insured person is still living on the
"Maturity Date" shown on page 3 of your Policy, we will automatically pay you
the cash surrender value of the Policy, and the Policy will end. The maturity
date is the Policy anniversary nearest the insured person's 100th birthday.

Can I choose the form in which AGL pays out the proceeds from my Policy?

Choosing a payment option. You may choose to receive the full proceeds from
the Policy as a single sum. This includes proceeds that become payable upon the
death of the insured person, full surrender or the maturity date. Alternatively,
you may elect that all or part of such proceeds be applied to one or more of the
following payment options:

13
<PAGE>

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

. Option 2--Equal monthly payments of a specified amount 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 with interest.

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

Within 60 days after the insured person's death, any payee entitled to receive
proceeds as a single sum may elect one or more payment options.

Interest rates that we credit under each option will be at least 3%.

Change of payment option. You may change any payment option you have 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
tax consequences. You should consult with a qualified tax adviser before
deciding whether to elect one or more payment options.

To what extent can AGL vary the terms and conditions of the Policy in particular
cases?

Listed below are some variations we may make in the terms and conditions of a
Policy. Any variations will be made only in accordance with uniform rules that
we establish.

Underwriting. We use two underwriting methods to issue a Policy, simplified
underwriting and full underwriting, which are described below. We reserve the
right to request additional information or reject an application for any reason
under either underwriting procedure.

. Simplified Underwriting - Any Policy with a specified amount of $250,000 or
lower must be issued based on simplified underwriting. Our guidelines
include that the proposed insured must answer limited health questions and
certain medical records are required. The Policy specified amount is
limited to $250,000, and any requested increases in specified amount are
considered under full underwriting only. Additionally, a proposed insured
who is rejected under simplified underwriting cannot be considered for full
underwriting.

. Full Underwriting - Any Policy that has a specified amount of over $250,000
must be issued based on full underwriting. Our guidelines include medical
exams or tests and other satisfactory evidence of insurability.

14
<PAGE>

Policies purchased through "internal rollovers." We maintain published rules
that describe the procedures necessary to replace the other life insurance we
issue with a Policy. Not all types of other insurance we issue 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.

Policies purchased through term life conversions. We maintain rules about how
to convert term insurance to Key Legacy Plus Policy. This is referred to as a
term conversion. Term conversions are available to owners of term life insurance
we have issued. Any right to a term conversion is stated in the term life
insurance policy. Again, our published rules about term conversions may be
changed from time to time, but are evenly applied to all our customers.

State law requirements. AGL is subject to the insurance laws and regulations
in every jurisdiction in which Key Legacy Plus 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.

Variations in expenses or risks. AGL may vary the charges and other terms 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.

How will my Policy be treated for income tax purposes?

Generally, death benefits paid under a Policy are not subject to income tax,
and 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.

For further information about the tax consequences of owning a Policy, please
read "Tax Effects" starting on page__.

How do I communicate 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.

General. You should mail or express checks and money orders for premium
payments and loan repayments directly to our Home Office.

15
<PAGE>

The following requests must be made in writing and signed by you:

. transfer of accumulation value;

. loan;

. full surrender;

. partial surrender;

. change of beneficiary or contingent beneficiary;

. change of allocation percentages for premium payments;

. loan repayments or charges;

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

. changes in specified amount;

. addition or cancellation of, or other action with respect to, election of a
payment option for Policy proceeds;

. tax withholding elections; and

. telephone transaction privileges.

You should mail or express these requests to our Home Office at the appropriate
address shown on the first page of this prospectus. You should also communicate
notice of the insured person's death, and related documentation, to our Home
Office.

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 Home Office 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.

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

16
<PAGE>

caller. We will mail you a prompt 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 transfer. Also, if, due to malfunction or other
circumstances, the recording of your telephone request is incomplete or not
fully comprehensible, we will not process the transaction. The phone number for
telephone requests is 1-888-436-4963.

ILLUSTRATIONS OF HYPOTHETICAL POLICY BENEFITS
[To be updated by pre-effective amendment.]

To help explain how our Policy works, we have prepared the following tables:

<TABLE>
<CAPTION>
Page to
See in this
Prospectus
----------
<S> <C>
Death Benefit Option 1--Simplified Underwriting/Current Charges...........
Death Benefit Option 1--Full Underwriting/Current Charges.................
Death Benefit Option 1--Simplified Underwriting/Guaranteed Maximum Charges
Death Benefit Option 1--Full Underwriting/Guaranteed Maximum Charges......
</TABLE>

The tables show how death benefits, accumulation values, and cash surrender
values ("Policy benefits") under a sample Key Legacy Plus Policy would change
over time if the investment options had constant hypothetical gross annual
investment returns of 0%, 6% or 12% over the years covered by each table. The
tables are for a 45 year-old male non-tobacco user. A single premium payment of
$________ for an initial $________ of specified amount of coverage is assumed to
be paid at issue. The illustrations assume no Policy loan has been taken. As
illustrated, this Policy would [not] be classified as a modified endowment
contract (See "Tax Effects" in Additional Information for further discussion).

Although the tables below do not include an example of a Policy with an Option
2 death benefit, such a Policy would have higher death benefits and lower cash
surrender values.

Separate tables are included to show both current and guaranteed maximum
charges.

. The charges assumed in the current charge tables include a daily charge at
an annual effective rate of .75% for the first 10 Policy years, .50% for
Policy years 11--20, and .25% thereafter and current monthly insurance
charges.

. The guaranteed maximum charge tables assume that these charges will include
a daily charge at an annual effective rate of .90% for the first 10 Policy
years, .65% for Policy years 11--20, and .40% thereafter, and an additional
charge of 1.5% of every premium and guaranteed maximum insurance charges.

The charges assumed by both the current and guaranteed maximum charge tables
also include Mutual Fund expenses equal to ____% of aggregate Mutual Fund
assets, which is the arithmetic average of the advisory fees payable with
respect to each Mutual Fund, after all reimbursements, plus the arithmetic
average of all other operating expenses of each such Fund after all
reimbursements, as reflected on pages

17
<PAGE>

__ and __ of this prospectus. We expect the reimbursement arrangements to
continue in the future. If the reimbursement arrangements were not currently in
effect, the arithmetic average of Mutual Fund expenses would equal .__% of
aggregate Mutual Fund assets.

Individual illustrations. On request, we will furnish you with a comparable
illustration based on your Policy's characteristics. If you request
illustrations more than once in any Policy year, we may charge $25 for the
illustration.

18
<PAGE>

Key Legacy Plus
[To be updated by pre-effective amendment.]

Single Premium $________ Initial Specified Amount $________
Death Benefit Option 1

Male Age 45
Simplified Underwriting
Nonsmoker
Assuming Current Charges

<TABLE>
<CAPTION>
Death Benefit Accumulation Value Cash Surrender Value
End of Assuming Hypothetical Gross Assuming Hypothetical Gross Assuming Hypothetical Gross
Policy Annual Investment Return of Annual Investment Return of Annual Investment Return of
<S> <C> <C> <C>
Year 0.0% 6.0% 12.0% 0.0% 6.0% 12.0% 0.0% 6.0% 12.0%

1
2
3
4
5
6
7
8
9
10

20
</TABLE>

The values will change if premiums are paid in different amounts or
frequencies.

The investment results are an example only and are not a representation of
past or future investment results. Actual investment results may be more or less
than those shown.

19
<PAGE>

Key Legacy Plus
[To be updated by pre-effective amendment.]

Single Premium $________ Initial Specified Amount $________
Death Benefit Option 1

Male Age 45
Full Underwriting
Nonsmoker
Assuming Current Charges

1
2
3
4
5
6
7
8
9
10

20
</TABLE>

The values will change if premiums are paid in different amounts or
frequencies.

The investment results are an example only and are not a representation of
past or future investment results. Actual investment results may be more or less
than those shown.

20
<PAGE>

Key Legacy Plus
[To be updated by pre-effective amendment.]

Single Premium $________ Initial Specified Amount $________
Death Benefit Option 1

Male Age 45
Simplified Underwriting
Nonsmoker
Assuming Guaranteed Charges

1
2
3
4
5
6
7
8
9
10

20
</TABLE>

The values will change if premiums are paid in different amounts or
frequencies.

The investment results are an example only and are not a representation of
past or future investment results. Actual investment results may be more or
less than those shown.

21
<PAGE>

Key Legacy Plus
[To be updated by pre-effective amendment.]

Single Premium $________ Initial Specified Amount $________
Death Benefit Option 1

Male Age 45
Full Underwriting
Nonsmoker
Assuming Guaranteed Charges

1
2
3
4
5
6
7
8
9
10

20
</TABLE>

The values will change if premiums are paid in different amounts or
frequencies.

The investment results are an example only and are not a representation of
past or future investment results. Actual investment results may be more or
less than those shown.

22
<PAGE>

ADDITIONAL INFORMATION

A general overview of the Policy appears at page 1 - ___. The additional
information that follows gives more details, but generally does not repeat what
is set forth above.

Page to
See in this
Contents of Additional Information Prospectus
- ---------------------------------- ----------

AGL............................................................
Separate Account VL-R..........................................
Tax Effects....................................................
Voting Privileges..............................................
Your Beneficiary...............................................
Assigning Your Policy..........................................
More About Policy Charges......................................
Effective Date of Policy and Related Transactions..............
Distribution of the Policies...................................
Payment of Policy Proceeds.....................................
Adjustments to Death Benefit...................................
Additional Rights That We Have.................................
Performance Information........................................
Our Reports to Policy Owners...................................
AGL's Management...............................................
Principal Underwriter's Management.............................
Legal Matters..................................................
Independent Auditors...........................................
Actuarial Expert...............................................
Services Agreement.............................................
Certain Potential Conflicts....................................
Year 2000 Considerations.......................................

Special words and phrases. If you want more information about any words or
phrases that you read in this prospectus, you may wish to refer to the Index of
Words and Phrases that appears at the end of this prospectus (page __, which
follows all of the financial pages). That index will tell you on what page you
can read more about many of the words and phrases that we use.

AGL

We are American General Life Insurance Company ("AGL"). AGL is a stock life
insurance company organized under the laws 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 General
Corporation (formerly American General Insurance Company), a diversified
financial services holding company engaged primarily in the insurance business.
The commitments under the Policies are AGL's, and American General Corporation
has no legal obligation to back those commitments.

23
<PAGE>

AGL is a member of the Insurance Marketplace Standards Association ("IMSA").
IMSA is a voluntary membership organization created by the life insurance
industry to promote ethical market conduct for individual life insurance and
annuity products. AGL's membership in IMSA applies only to AGL and not its
products.

Separate Account VL-R

We hold the Mutual Fund shares in which any of your accumulation value is
invested in Separate Account VL-R. Separate Account VL-R is a "separate
account," as defined by the SEC and is registered as a unit investment trust
with the SEC under the Investment Company Act of 1940, as amended. We created
the separate account on May 6, 1997 under Texas law.

For record keeping and financial reporting purposes, Separate Account VL-R is
divided into __ separate "divisions," 13 of which correspond to the 13 variable
investment options available since the inception of the Policy. The remaining
__ divisions represent investment options available under other variable life
policies we offer. We hold the Mutual Fund shares in which we invest your
accumulation value for an investment option in the division that corresponds to
that investment option.

The assets in Separate Account VL-R are our property. The assets in Separate
Account VL-R would be available only to satisfy the claims of owners of the
Policies, to the extent they have allocated their accumulation value to Separate
Account VL-R. Our other creditors could reach only those Separate Account VL-R
assets (if any) that are in excess of the amount of our reserves and other
contract liabilities under the Policies with respect to Separate Account VL-R.

Tax Effects

This discussion is based on current federal income tax law and interpretations.
It assumes that the policy owner is a natural person who is a U.S. citizen and
resident. The tax effects on corporate taxpayers, non-U.S. residents or non-U.S.
citizens, may be different. This discussion is general in nature, and should not
be considered tax advice, for which you should consult a qualified tax adviser.

General. Key Legacy Plus 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 Internal Revenue Code of 1986, as amended (the "Code")
and (b) for as long as the investments made by the underlying Mutual Funds
satisfy certain investment diversification requirements under Section 817(h) of
the Code. We believe that the Policy will meet these requirements and that:

. the death benefit received by the beneficiary under your Policy will 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" (which is discussed below). In all cases,

24
<PAGE>

however, the character of all income that is described below as taxable to the
payee will be ordinary income (as opposed to capital gain).

Testing for modified endowment contract status. 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 that exceeds the premiums
that would have been paid by that time under a similar fixed-benefit insurance
policy that was designed (based on certain assumptions mandated under the Code)
to provide for paid-up future benefits after the payment of seven level annual
premiums. This is called the "seven-pay" test.

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 it failed to satisfy the new seven-
pay limit. 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 of coverage, 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 resulting 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. A life insurance policy that is received in
exchange 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 benefits or a lapse or reinstatement of your Policy) 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.

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, as a non-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 loan generally will not be tax deductible.

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, 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

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of such loan and accrued loan interest will be treated as a distribution and
could be subject to 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 during the insured person's lifetime will be taxed on an "income-
first" basis. Distributions for this purpose include a loan (including any
increase in the loan amount to pay interest on an existing loan or an assignment
or a pledge to secure a loan) or partial surrender. Any such distributions will
be considered taxable income to you to the extent your accumulation value
exceeds your basis in the Policy. For modified endowment contracts, your basis
is similar to the basis described above for other policies, except that it also
would be increased by the amount of any prior loan under your Policy that was
considered taxable income to you. For purposes of determining the taxable
portion of any distribution, all modified endowment contracts issued by the same
insurer (or its affiliate) to the same owner (excluding certain qualified plans)
during any calendar year are aggregated. The Treasury Department has authority
to prescribe additional rules to prevent avoidance of "income-first" taxation on
distributions from modified endowment contracts.

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 distributions:

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

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

. 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, 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 loan) over your basis in the Policy, will be subject to federal
income tax and, unless an exception 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. The Treasury
Department has been authorized to prescribe rules which would treat similarly
other distributions made in anticipation of a policy becoming 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.

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Diversification. 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
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 Mutual Funds, intends to comply with these
requirements. Although we do not have direct control over the investments or
activities of the Mutual Funds, we will enter into agreements with them
requiring the Mutual Funds to comply with the diversification requirements of
the Section 817(h) Treasury Regulations.

In connection with the issuance of then temporary diversification regulations,
the Treasury Department stated that it anticipated the issuance of guidelines
prescribing the circumstances in which the ability of a policy owner to direct
his or her investment to particular Mutual 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.

Estate and generation skipping taxes. If the insured person is the Policy's
owner, the death benefit under Key Legacy Plus 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. The federal estate tax is integrated with the federal gift tax
under a unified rate schedule and unified credit. The Taxpayer Relief Act of
1997 gradually raises the credit over the next seven years to $1,000,000. 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. Individuals are generally allowed an
aggregate generation skipping tax exemption of $1 million. Because these rules
are complex, you should consult with a 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 Internal Revenue Service
("IRS") has released a technical advice memorandum ("TAM") on the taxability of
the insurance policies used in certain split dollar arrangements. A TAM
provides advice as to the internal revenue laws, regulations, and related
statutes with respect to a specific set of facts and a specific taxpayer. In
the TAM, among other things, the IRS concluded that an employee was subject to
current taxation on the excess of the cash surrender value of the policy over
the premiums to be returned to the employer. Purchasers of life insurance
policies

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<PAGE>

to be used in split dollar arrangements are strongly advised to consult with a
qualified tax adviser to determine the tax treatment resulting from such an
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.

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.

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 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 Mutual 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

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<PAGE>

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,
nonresident 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.

Voting Privileges

We are the legal owner of the Funds' shares held in Separate Account VL-R.
However, you may be asked to instruct us how to vote the Fund shares held in the
various Mutual Funds and 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 Separate Account VL-R.

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.

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<PAGE>

Your Beneficiary

You name your beneficiary when you apply for a Policy. The beneficiary is
entitled to the insurance benefits of the Policy. You may change the beneficiary
during the insured person's lifetime. We also require the consent of any
irrevocably named beneficiary. 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.

Assigning Your 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
taken 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.

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:

. 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);

. investment risks (such as the risk that adverse investment performance will
make it more difficult for us to reduce the amount of our daily charge for
revenues below what we anticipate);

. 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 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).

If the charges that we collect from the Policy exceed our total costs in
connection with the Policy, we will earn a profit. Otherwise we will incur a
loss.

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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
insured persons die.

Any excess from the charges discussed above is primarily intended to:

. offset other expenses in connection with the Policies (such as the costs of
processing applications for Policies and other unreimbursed administrative
expenses, costs of paying marketing and distribution expenses for the
Policies, and costs of paying death claims if the mortality experience of
insured persons is worse than we expect);

. compensate us for the risk we assume under the Policies; or

. otherwise be retained by us as profit.

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 or charge increase for any purpose.

Change of tobacco use. If the person insured under your Policy is a tobacco
user, you may apply to us for an improved risk class if the insured person meets
our then applicable requirements for demonstrating that he or she has stopped
tobacco use for a sufficient period.

Gender neutral Policy. Our cost of insurance charge rates in Montana will not
be greater than the comparable male rates illustrated in this prospectus.

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, rating 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.

Cost of insurance rates. Because of specified amount increases, different cost
of insurance rates may apply to different increments of specified amount under
your Policy. If so, we attribute your accumulation value first to the oldest
increments of specified amount to compute our net amount at risk at each cost of
insurance rate. See "Monthly Insurance Charge" beginning on page __.

Miscellaneous. Each of the distributors or advisers of the Mutual Funds listed
on page __ of this prospectus reimburses us, on a quarterly basis, for certain
administrative, Policy, and policy owner support expenses. These reimbursements
will be reasonable for the services performed and are not designed to result in
a profit. These reimbursements are paid by the distributors or the advisers, and
will not be paid by the Mutual Funds, the divisions or the owners. No payments
have yet been made under these arrangements, because the number of Policies
issued does not require a payment.

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<PAGE>

Effective Date of Policy and Related Transactions

Valuation dates, times, and periods. We generally compute values under a
Policy on each day that the New York Stock Exchange is open for business except,
with respect to any investment option, days on which the related Mutual Fund
does not value its shares. We call each such day a "valuation date."

We compute policy values as of 3:00 p.m., Central time, on each valuation
date. 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."

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 full and
proper order at our Home Office. If we receive it after the close of business on
any valuation date, however, we consider that we have received it on the day
following that valuation date.

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 decide whether to issue a Policy to you and, if so, what
the insured person's insurance rate 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 $250,000 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." You
can obtain a copy from our Home Office by writing to the address shown on the
first page of this prospectus or from your AGL representative.

Date of issue; Policy months and years. We prepare the Policy only after we
approve an application for a Policy and assign an appropriate insurance rate
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 begin to credit an investment
return to the accumulation value resulting from your initial premium payment on
the later of (a) the date of issue, or (b) the date all requirements needed to
place the Policy in force have been satisfied, including underwriting approval
and receipt in the Home Office 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 the end of

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<PAGE>

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 you request in the specified amount of insurance, and
reinstatements of a Policy that has lapsed take effect on the Policy's
monthly deduction day on or next following our approval of the transaction;

. We may return premium payments 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 the right to return your Policy described on the second
page of this prospectus, your coverage will end when you mail us your
Policy or deliver it to your AGL representative; and

. If you pay a premium in connection with a request which requires our
approval, your payment will be applied when received rather than following
the effective date of the change requested so long as your coverage is in
force and the amount paid will not cause you to exceed premium limitations
under the Code. If we do not approve your request, no premium will be
refunded to you except to the extent necessary to cure any violation of the
maximum premium limitations under the Code. We will not apply this
procedure to premiums you pay in connection with reinstatement requests.

Distribution of the Policies

American General Securities Incorporated ("AGSI") is the principal underwriter
of the Policies. AGSI is a wholly-owned subsidiary of AGL. AGL, in turn, is a
wholly-owned subsidiary of American General Corporation ("American General").
AGSI's principal office is at 2727 Allen Parkway, Houston, Texas 77019. AGSI
was organized as a Texas corporation on March 8, 1983 and is a registered
broker-dealer under the Securities Exchange Act of 1934, as amended ("1934
Act") and is a member of the National Association of Securities Dealers, Inc.
("NASD"). AGSI is also the principal underwriter for AGL's Separate Accounts A
and D, and Separate Account E of American General Life Insurance Company of New
York, which is a wholly-owned subsidiary of AGL. These separate accounts are
registered investment companies. AGSI, as the principal underwriter, is not
paid any fees on the Policies.

We and AGSI 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 life insurance. The broker-dealers
are ordinarily required to be registered with the SEC and must be members of the
NASD.

We pay compensation directly to broker-dealers and banks for the promotion and
sales of the Policies. AGSI also has its own registered representatives who
will sell the Policies, and we will pay compensation to AGSI for these sales.
The compensation payable to broker-dealers or banks for the sales of the
Policies may vary with the sales agreement, but is generally not expected to
exceed the amounts described below:

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<PAGE>

A. For a Policy issued based on simplified underwriting:

. 1.05% annually of the Policy's accumulation value (reduced by any
outstanding loan) in Policy years 1 through 10; and

. .85% annually of the Policy's accumulation value (reduced by any
outstanding loan) in Policy years 11 through 15.

B. For a Policy issued based on full underwriting:

. 2.5% of the Policy's accumulation value (reduced by any outstanding loan)
in Policy year 1;

. 1.0% annually of the Policy's accumulation value (reduced by any
outstanding loan) in Policy years 2 through 10;

. 0.50% annually of the Policy's accumulation value (reduced by any
outstanding loan) in Policy years 11 through 20; and

. 0.25% annually of the Policy's accumulation value (reduced by any
outstanding loan) after Policy year 20.

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 a comparable amount of compensation to the broker-dealers or banks
with respect to any increase in the specified amount of coverage that you
request. In addition, we may pay the broker-dealers or banks expense allowances,
bonuses, wholesaler fees and training allowances.

We pay the compensation directly to AGSI or any other 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 on page __ of the
prospectus. Each broker-dealer or bank, in turn, may compensate its registered
representative or employee who acts as agent in selling you a Policy.

Payment of Policy Proceeds

General. We 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 for check clearance. We reserve the right to defer payment of that
portion of your accumulation value that is attributable to a premium 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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<PAGE>

Delay of Separate Account VL-R proceeds. We reserve the right to defer 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 New York Stock Exchange is closed other than customary weekend and
holiday closings, or trading on the New York Stock Exchange is restricted;

. an emergency exists, as a result of which disposal of securities is not
reasonably practicable or it is not reasonably practicable to fairly
determine the accumulation value; or

. the SEC by order permits the delay for the protection of 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 and 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 some other 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.

Adjustments to Death Benefit

Suicide. If the insured person commits suicide within two years after the date
on which the Policy was issued, the death benefit will be limited to the total
of all premiums that have been paid to the time of death minus any outstanding
Policy loans and any partial surrenders. If the insured person commits suicide
within two years after the effective date of an increase in specified amount
that you requested, we will pay the death benefit based on the specified amount
which was in effect before the increase, plus the monthly insurance deductions
for the increase. Some states require that we compute differently these periods
for non-contestability following a suicide.

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. If the insured person dies during the Policy's
grace period, we will deduct any overdue monthly charges from the insurance
proceeds.

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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;

. change the underlying Mutual Fund that any investment option uses;

. add, delete or limit investment options, combine two or more investment
options, or withdraw assets relating to Key Legacy Plus from one investment
option and put them into another;

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

. change our guidelines for the simplified and full underwriting methods;

. 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.

You will be notified as required by law if there are any material changes in
the underlying investments of an investment option that you are using. We intend
to comply with all applicable laws in making any changes and, if necessary, we
will seek policy owner approval.

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 Funds in which it invests. The performance information shown may reflect
the deduction of one or more charges, such as the premium

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<PAGE>

charge, and we generally expect to exclude costs of insurance charges because of
the individual nature of these charges.

We may compare a division's performance to that of other variable 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.

Performance information for any division reflects the performance of a
hypothetical Policy and are not illustrative of how actual investment
performance would affect the benefits under your Policy. You should not consider
such performance information to be an estimate or guarantee of future
performance.

Our 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.

AGL's Management

The directors, executive officers, and (to the extent responsible for variable
life operations) the other principal officers of AGL are listed below.

Name Business Experience Within Past Five Years
- --------------------------------------------------------------------------------

Rodney O. Martin, Jr. Senior Chairman of the Board of American General
Life Insurance Company since April 1999 and a
Director since August 1996. President and CEO
(August 1996-July 1998). President of American
General Life Insurance Company of New York
(November 1995-August 1996). Vice President
Agencies, with Connecticut Mutual Life Insurance
Company, Hartford, Connecticut (1990-1995).

Donald W. Britton Director and Vice Chairman of the Board of
American General Life Insurance Company since
April 1999. President of First Colony Life,
Lynchburg, Virginia (1996 - April 1997) and
Executive Vice President of First Colony Life
(1992 - 1996).

Ronald H. Ridlehuber Director, President and Chief Executive Officer of
American General Life Insurance Company since July
1998. Senior Vice President and Chief

37
<PAGE>

Marketing Officer of Jefferson-Pilot Life
Insurance Company in Greensboro, North Carolina
(1993-1998).

David A. Fravel Director of American General Life Insurance
Company since November 1996. Elected Executive
Vice President in April 1998. Previously held
position of Senior Vice President of American
General Life Insurance Company since November
1996. Senior Vice President of Massachusetts
Mutual, Springfield, Missouri (March 1996-June
1996); Vice President, New Business, Connecticut
Mutual Life Insurance Company, Hartford,
Connecticut (December 1978-March 1996).

Robert F. Herbert, Jr. Director, Senior Vice President and Treasurer of
American General Life Insurance Company since May
1996, and Controller since February 1991.

Royce G. Imhoff, II Director, Senior Vice President and Chief
Marketing Officer for American General Life
Insurance Company since November 1997. Previously
held various positions with American General Life
Insurance Company including Vice President since
August 1996 and Regional Director since 1992.

John V. LaGrasse Director and Chief Systems Officer of American
General Life Insurance Company since August 1996.
Elected Executive Vice President in July 1998.
Previously held position of Senior Vice President
of American General Life Insurance Company since
August 1996. Director of Citicorp Insurance
Services, Inc., Dover, Delaware (1986-1996).

Gary D. Reddick Director of American General Life Insurance
Company since October 1998. Elected Executive Vice
President in April 1998. Vice Chairman since July
1997 and Executive Vice President-Administration
of The Franklin Life Insurance Company since
February 1995. Senior Vice President-
Administration of American General Corporation
(October 1994-February 1995). Senior Vice
President for American General Life Insurance
Company (September 1986-October 1994).

Thomas M. Zurek Director and Executive Vice President of American
General Life Insurance Company since April 1999.
Elected Secretary in July 1999 and General Counsel
in December 1998. Previously held various
positions with American General Life Insurance
Company including Senior Vice President since
December 1998 and Vice President since October
1998. In February 1998 named as Senior Vice
President and Deputy General Counsel of American
General Corporation. Attorney Shareholder with
Nyemaster, Goode, Voigts, West, Hansell & O'Brien,
Des Moines, Iowa (June 1992 - February 1998).

38
<PAGE>

Paul L. Mistretta Executive Vice President of American General Life Insurance
Company since July 1999. Senior Vice President of First
Colony Life Insurance, Lynchburg, Virginia (1992 - July
1999).

Brian D. Murphy Executive Vice President of American General Life Insurance
Company since July 1999. Previously held position of Senior
Vice President-Insurance Operations of American General
Life Insurance Company since April 1998. Vice President-
Sales, Phoenix Home Life, Hartford, CT (January 1997-April
1998). Vice President of Underwriting and Issue, Phoenix
Home Life (July 1994-January 1997). Various positions with
Mutual of New York, Syracuse, NY, including Agent, Agency
Manager, Marketing Life and Disability Income Underwriting
Management, (1978-July 1994).

Wayne A. Barnard Senior Vice President of American General Life Insurance
Company since November 1997. Previously held various
positions with American General Life Insurance Company
including Vice President since February 1991.

Robert M. Beuerlein Senior Vice President and Chief Actuary of American General
Life Insurance Company since September 1999. Previously
held position of Vice President of American General Life
Insurance Company since December 1998. Director, Senior
Vice President and Chief Actuary of The Franklin Life
Insurance Company, Springfield, Illinois (January 1991 -
June 1999).

David J. Dietz Senior Vice President - Corporate Markets Group of American
General Life Insurance Company since January 1999.
President and Chief Executive Officer - Individual
Insurance Operations of The United States Life Insurance
Company in the City of New York since September, 1997.
President of Prudential Select Life, Newark, New Jersey
(August 1990 -September 1997).

Barbara J. Fossum Senior Vice President of American General Life Insurance
Company since July 1999. Previously held position of Vice
President of American General Life Insurance Company since
1988.

Ross D. Friend Senior Vice President and Chief Compliance Officer of
American General Life Insurance Company since July 1998.
Senior Vice President and General Counsel of The Franklin
Life Insurance Company, Springfield, Illinois
(August 1996 - July 1998). Attorney-in-Charge for The
Prudential Insurance Company, Jacksonville, Florida (July
1995 - August 1996). Chief Legal Officer for Confederation
Life Insurance, Atlanta, Georgia (1982 - June 1995).

39
<PAGE>

William Guterding Senior Vice President of American General Life Insurance
Company since April 1999. Senior Vice President and Chief
Underwriting Officer of The United States Life Insurance
Company in the City of New York since October, 1980.

F. Paul Kovach, Jr. Senior Vice President-Broker Dealers for American General
Life Insurance Company since August 1997. President and
Director of American General Securities Incorporated since
October 1994. Vice President of Chubb Securities
Corporation, Concord, New Hampshire, (February 1990-October
1994).

Simon J. Leech Senior Vice President-Houston Service Center for American
General Life Insurance Company since July 1997. Previously
held various positions with American General Life Insurance
Company since 1981, including Director of Policy Owners'
Service Department in 1993, and Vice President-Policy
Administration in 1995.

JoAnn Waddell Senior Vice President - Human Resources for American
General Life Insurance Company since October 1998. Vice
President - Human Resources for American General
Corporation (1995 - October 1998) and Director, Corporate
Personnel of American General Corporation (1993 - 1995).

Don M. Ward Senior Vice President-Variable Products-Marketing of
American General Life Insurance Company since February
1998. Vice President of Pacific Life Insurance Company,
Newport Beach, CA (1991-February 1998).

The principal business address of each person listed above is our Home
Office; except that the street number for Messrs. Ridlehuber, Fravel, LaGrasse,
Martin, Reddick, Britton, Mistretta and Zurek is 2929 Allen Parkway, the street
number for Messrs. Kovach, Ward and Friend is 2727 Allen Parkway, the street
number for Messrs. Dietz and Guterding is 125 Maiden Lane, New York, New York
and the street number for Ms. Fossum is #1 Franklin Square, Springfield,
Illinois.

Principal Underwriter's Management

The directors and principal officers of the principal underwriter are:

Position and Offices
with Underwriter,
Name and Principal American General
Business Address Securities Incorporated
- ----------------- -----------------------

F. Paul Kovach, Jr. Director and Chairman,
American General Securities Incorporated President and Chief Executive Officer
2727 Allen Parkway
Houston, TX 77019

40
<PAGE>

Royce G. Imhoff, II Director
American General Life Companies
2727-A Allen Parkway
Houston, Texas 77019

Rodney O. Martin, Jr. Director and Vice Chairman
American General Life Companies
2929 Allen Parkway
Houston, TX 77019

Donald W. Britton Director
American General Life Companies
2929 Allen Parkway
Houston, TX 77019

Michael M. Nicholson Director
Franklin Financial Services
#1 Franklin Square
Springfield, IL 62713

John A. Kalbaugh Vice President -
American General Life Companies Chief Marketing Officer
2727 Allen Parkway
Houston, TX 77019

Robert M. Roth Vice President -
American General Securities Incorporated Administration and Compliance,
2727 Allen Parkway Treasurer and Secretary
Houston, TX 77019

Julie A. Cotton Assistant Secretary
American General Life Companies
2727 Allen Parkway
Houston, TX 77019

Robert F. Herbert, Jr. Assistant Treasurer
American General Life Companies
2727-A Allen Parkway
Houston, Texas 77019

K. David Nunley Assistant Associate Tax
Officer
2727-A Allen Parkway
Houston, TX 77019

41
<PAGE>

Legal Matters

We are not involved in any legal proceedings that would be considered
material with respect to a policy owner's interest in Separate Account VL-R.
Pauletta P. Cohn, Esquire, Associate General Counsel of the American General
Life Companies, an affiliate of AGL, has opined as to the validity of the
Policies.

Independent Auditors

The financial statements of AGL for the years ended 1996, 1997 and 1998
included in this prospectus have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report appearing elsewhere in this prospectus.
Such financial statements have been included in this prospectus in reliance upon
the reports of Ernst & Young LLP given upon the authority of such firm as
experts in accounting and auditing. Ernst & Young LLP is located at One Houston
Center, 1221 McKinney, Suite 2400, Houston, Texas 77010-2007.

Actuarial Expert

Actuarial matters have been examined by Robert M. Beuerlein, who is Senior
Vice President and Chief Actuary of AGL. His opinion on actuarial matters is
filed as an exhibit to the registration statement we have filed with the SEC in
connection with the Policies.

Services Agreement

American General Life Companies ("AGLC") is party to an existing general
services agreement with AGL. AGLC, an affiliate of AGL, is a corporation
incorporated in Delaware on November 24, 1997. Pursuant to this agreement, AGLC
provides services to AGL, including most of the administrative, data processing,
systems, customer services, product development, actuarial, auditing, accounting
and legal services for AGL and Key Legacy Plus Policies.

Certain Potential Conflicts

The Mutual Funds sell shares to separate accounts of insurance companies,
both affiliated and not affiliated with AGL. We currently do not foresee any
disadvantages to you arising out of such sales. Differences in treatment under
tax and other laws, as well as other considerations, could cause the interests
of various owners to conflict. For example, violation of the federal tax laws by
one separate account investing in the Funds could cause the contracts funded
through another separate account to lose their tax-deferred status, unless
remedial action were taken. However, each Mutual Fund has advised us that its
board of trustees (or directors) intends to monitor events to identify any
material irreconcilable conflicts that possibly may arise and to determine what
action, if any, should be taken in response. If we believe that a Fund's
response to any such event insufficiently protects our policy owners, we will
see to it that appropriate action is taken to do so. If it becomes necessary for
any separate account to replace shares of any Mutual Fund in which it invests,
that Fund may have to liquidate securities in its portfolio on a disadvantageous
basis.

42
<PAGE>

Year 2000 Considerations [will be updated in pre-effective amendment]

Internal Systems. Our ultimate parent, American General Corporation ("AGC"),
- ----------------
has numerous technology systems that are managed on a decentralized basis. AGC's
Year 2000 readiness efforts have been performed by its key business units with
centralized oversight. Each business unit, including AGL, has executed a plan to
minimize the risk of a significant negative impact on its operations.

While the specifics of the plans varied, the plans included the following
activities: (1) perform an inventory of the company's information technology and
non-information technology systems; (2) assess which items in the inventory may
expose us to business interruptions due to Year 2000 issues; (3) reprogram or
replace systems that are not Year 2000 ready; (4) test systems to prove that
they will function into the next century as they do currently; and (5) return
the systems to operations.

As of June 30, 1999, these activities had been substantially completed, making
our critical systems Year 2000 ready. We will continue to test our systems
throughout 1999 to maintain Year 2000 readiness. In addition, we currently are
developing plans for the century transition, which will restrict systems
modifications from November 1999 through January 2000, create rapid response
teams to address problems, and limit vacations for key technical personnel.

Third Party Relationships. We have relationships with various third parties who
- -------------------------
must also be Year 2000 ready. These third parties provide (or receive) resources
and services to (or from) us and include organizations with which we exchange
information. Third parties include vendors of hardware, software, and
information services; providers of infrastructure services such as voice and
data communications and utilities for office facilities; investors; customers;
distribution channels; and joint venture partners. Third parties differ from
internal systems in that we exercise less, or no, control over such parties'
Year 2000 readiness.

We assessed and mitigated the risks associated with the potential failure of
third parties to achieve Year 2000 readiness. Our activities included the
following: (1) identify and classify third party dependencies; (2) research,
analyze, and document Year 2000 readiness for critical third parties; and (3)
test critical hardware and software products and electronic interfaces. As of
June 30, 1999, these activities have been substantially completed. Where
necessary, critical third party dependencies have been included in our
contingency plans. Due to the various stages of Year 2000 readiness for these
critical third-party dependencies, the company's testing activities related to
critical third parties will extend throughout 1999.

Contingency Plans. We have undertaken contingency planning to reduce the risk
- -----------------
of Year 2000-related business failures. The contingency plans, which address
both internal systems and third party relationships, included the following
activities: (1) evaluate the consequences of failure of critical business
processes with significant exposure to Year 2000 risk; (2) determine the
probability of a Year 2000-related failure for those critical processes that
have a high consequence of failure; (3) develop an action plan to complete
contingency plans for critical processes that rank high in consequence and
probability of failure; and (4) complete the applicable contingency plans. As of
June 30, 1999, these activities have been substantially completed. The
contingency plans will continue to be tested and updated throughout 1999.

Risks and Uncertainties. Based on the Year 2000 readiness of internal systems,
- -----------------------
century transition plans, plans to deal with third party relationships, and
contingency plans, we believe that we will experience at

43
<PAGE>

most isolated and minor disruptions of business processes following the turn of
the century. Such disruptions are not expected to have a material effect on our
future results of operations, liquidity, or financial condition. However, due to
the magnitude and complexity of this project, risks and uncertainties exist and
we are not able to predict a most reasonably likely worst case scenario. If Year
2000 readiness is not achieved due to our failure to maintain critical systems
as Year 2000 ready, failure of critical third parties to achieve Year 2000
readiness on a timely basis, failure of contingency plans to reduce Year 2000-
related business failures, or other unforseen circumstances in completing our
plans, the Year 2000 issues could have a material adverse impact on the our
operations following the turn of the century.

Costs. Through June 30, 1999, we have incurred, and anticipate that we will
- -----
continue to incur, costs relative to achieving and maintaining Year 2000
readiness. The cost of activities related to Year 2000 readiness has not had a
material adverse effect on our results of operations or financial condition. In
addition, we have elected to accelerate the planned replacement of certain
systems as part of the Year 2000 plans. Costs of the replacement systems are
being capitalized and amortized over their useful lives, in accordance with our
normal accounting policies. None of the costs associated with Year 2000
readiness are passed to divisions of the Separate Account.

44
<PAGE>

FINANCIAL STATEMENTS

The financial statements of AGL contained in this prospectus should be
considered to bear only upon the ability of AGL to meet its obligations under
Key Legacy Plus Policies. They should not be considered as bearing upon the
investment experience of Separate Account VL-R. No financial statements of
Separate Account VL-R are included because, at the date of this prospectus, none
of the Divisions of Separate Account VL-R were available under Key Legacy Plus
Policy.

<TABLE>
<CAPTION>
Page to
Consolidated Financial Statements of See in this
American General Life Insurance Company Prospectus
- --------------------------------------- -----------
<S> <C>
Unaudited consolidated Balance Sheets as of September 30, 1999.............
Unaudited consolidated Income Statements as of September 30, 1999..........
Report of Ernst & Young, LLP Independent Auditors..........................
Consolidated Balance Sheets as of December 31, 1998 and 1997...............
Consolidated Income Statements for the years ended
December 31, 1998, 1997 and 1996.........................................
Consolidated Statements of Comprehensive Income
for the years ended December 31, 1998, 1997, and 1996....................
Consolidated Statements of Shareholders' Equity for the years
ended December 31, 1998, 1997 and 1996..................................
Consolidated Statements of Cash Flows for the years
ended December 31, 1998, 1997 and 1996...................................
Notes to Consolidated Financial Statements.................................
</TABLE>

[To be filed by pre-effective amendment.]

45
<PAGE>

INDEX OF WORDS AND PHRASES

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

Page to
See in this
Defined Term Prospectus
- ------------ ----------

accumulation value
AGLC
AGL
amount at risk
automatic rebalancing
basis
beneficiary
cash surrender value
close of business
Code
cost of insurance rates
daily charge
date of issue
death benefit
dollar cost averaging
full surrender
Fund
investment option
Key Legacy Plus
lapse
loan, loan interest
maturity, maturity date
modified endowment contract
monthly deduction day
monthly insurance charge
Mutual Fund
option 1, 2
partial surrender
payment option
planned periodic premium
Policy
Policy loan
Policy month, year
preferred loan interest
premium payments
premiums
prospectus

46
<PAGE>

Page to
See in this
Defined Term Prospectus
- ------------ ----------

reinstate, reinstatement
SEC
separate account
Separate Account VL-R
seven-pay test
specified amount
surrender
telephone transactions
transfers
valuation date, period

We have filed a registration statement relating to Separate Account VL-R and
the Policy with the SEC. The registration statement, which is required by the
Securities Act of 1933, includes additional information that is not required in
this prospectus. If you would like the additional information, you may obtain it
from the SEC's Website at http://www.sec.gov or main office in Washington, D.C.
You will have to pay a fee for the material.

You should rely only on the information contained in this prospectus or sales
materials we have approved. We have not authorized anyone to provide you with
information that is different. The policies are not available in all states.
This prospectus is not an offer in any state to any person if the offer would be
unlawful.

47
<PAGE>

PART II

(OTHER INFORMATION)

UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned Registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore, or hereafter duly adopted pursuant to
authority conferred in that section.

RULE 484 UNDERTAKING

American General Life Insurance Company's Bylaws provide in Article VII,
Section 1 for indemnification of directors, officers and employees of the
Company.

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.

REPRESENTATION PURSUANT TO SECTION 26(e)(2)(A) OF THE INVESTMENT COMPANY ACT OF
1940

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.

II-1
<PAGE>

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement contains the following papers and documents:

The facing sheet.
Cross-Reference Table.
Prospectus, consisting of ___ pages of text, plus ___ financial pages of
American General Life Insurance Company.
The undertaking to file reports.
The Rule 484 undertaking.
Representation pursuant to Section 26(e)(2)(A).
The signatures.
Written Consents of the following persons:
(a) Pauletta P. Cohn, Associate General Counsel of
American General Life Companies
(b) American General Life Insurance Company's actuary
(c) Independent Auditors

Independent Auditors

The following exhibits:

1. Exhibits required by Article IX, paragraph A of Form N-8B-2:

(1)(a) Resolutions of Board of Directors of American General
Life Insurance Company authorizing the establishment of
Separate Account VL-R. /1/

(1)(b) Resolutions of Board of Directors of American General
Life Insurance Company authorizing the establishment of
variable life insurance standards of suitability and
conduct. /1/

(2) Not applicable.

(3)(a) Amended and Restated Distribution Agreement between
American General Securities Incorporated and American
General Life Insurance Company effective September 1,
1999. /12/

(3)(b) Form of Selling Group Agreement. /12/

(3)(c) Schedule of Commissions (incorporated by reference from
the text included under the heading "Distribution of the
Policies" in the prospectus that is filed as part of this
amended Registration Statement).

(4) Not applicable.

(5) Specimen form of the "Key Legacy Plus" Variable Universal
Life Insurance Policy (Policy Form No. 99616). (Filed
herewith)

II-2
<PAGE>

(6)(a) Amended and Restated Articles of Incorporation of
American General Life Insurance Company, effective
December 31, 1991. /2/

(6)(b) Bylaws of American General Life Insurance Company,
adopted January 22, 1992. /3/

(6)(c) Amendment to the Amended and Restated Articles of
Incorporation of American General Life Insurance Company,
effective July 13, 1995. /5/

(7) Not applicable.

(8)(a)(i) Form of Participation Agreement by and Among AIM Variable
Insurance Funds, Inc., AIM Distributors, Inc., American
General Life Insurance Company, on Behalf of Itself and
its Separate Accounts, and American General Securities
Incorporated. /6/

(8)(a)(ii) Amendment One 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 dated as of January 1, 1999. /8/

(8)(a)(iii) Form of Amendment Two 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 dated as of
June 1, 1999. /11/

(8)(a)(iv) Form of Amendment Three 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 dated as of
September 1, 1999. /12/

(8)(b)(i) Form of Participation Agreement by and between The
Variable Annuity Life Insurance Company and American
General Life Insurance Company. /10/

(8)(b)(ii) Amendment One to Participation Agreement by and between
The Variable Annuity Life Insurance Company and American
General Life Insurance Company dated as of July 21, 1998.
/8/

(8)(c)(i) Form of Participation Agreement Among MFS Variable
Insurance Trust, American General Life Insurance Company
and Massachusetts Financial Services Company. /6/

(8)(c)(ii) Amendment One to Participation Agreement by and among MFS
Variable Insurance Trust, American General Life Insurance
Company and Massachusetts Financial Services Company
dated December 1, 1998. /8/

II-3
<PAGE>

(8)(c)(iii) Form of Amendment Two to Participation Agreement Among
MFS Variable Insurance Trust, American General Life
Insurance Company and Massachusetts Financial Services
Company. /11/

(8)(c)(iv) Form of Amendment Three to Participation Agreement Among
MFS Variable Insurance Trust, American General Life
Insurance Company and Massachusetts Financial Services
Company dated as of September 1, 1999. /12/

(8)(d) Form of Participation Agreement Among Putnam Variable
Trust, Putnam Mutual Funds Corp., and American General
Life Insurance Company. /6/

(8)(e)(i) 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/

(8)(e)(ii) 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/

(8)(e)(iii) Form of Amendment Number 2 to Amended and Restated
Participation Agreement among Van Kampen Life Investment
Trust, Van Kampen Distributors, Inc., Van Kampen Asset
Management, Inc., American General Life Insurance
Company, and American General Securities Incorporated.
/6/

(8)(e)(iv) Amendment Three to Amended and Restated Participation
Agreement by and among American General Life Insurance
Company, American General Securities Incorporated, Van
Kampen Life Investment Trust, Van Kampen Asset
Management, Inc., and Van Kampen Distributors, Inc. /8/

(8)(e)(v) Form of Amendment Four to Amended and Restated
Participation Agreement by and among American General
Life Insurance Company, American General Securities
Incorporated, Van Kampen Life Investment Trust, Van
Kampen Asset Management, Inc., and Van Kampen
Distributors, Inc. /11/

(8)(f) Form of Participation Agreement by and among American
General Life Insurance Company, Oppenheimer Variable
Account Funds, and OppenheimerFunds, Inc. /12/

(8)(g)(i) Participation Agreement by and among American General
Life Insurance Company, Templeton Variable Products
Series Fund, Franklin Templeton Distributors, Inc. /8/

II-4
<PAGE>

(8)(g)(ii) Form of Amendment Number One to Participation Agreement
by and among American General Life Insurance Company,
Templeton Variable Products Series Fund, Franklin
Templeton Distributors, Inc. dated September 1, 1999.
/12/

(8)(h) Form of Participation Agreement by and among American
General Life Insurance Company and Victory Variable
Insurance Funds. /12/

(8)(i) Form of Participation Agreement by and among American
General Life Insurance Company and American Century
Variable Portfolios, Inc. /12/

(8)(j) Form of Participation Agreement by and among American
General Life Insurance Company and Neuberger Berman
Advisers Management Trust. /12/

(8)(k) Form of Administrative Services Agreement between
American General Life Insurance Company and fund
distributor. /5/

(8)(l) Administrative Services Agreement between American
General Life Insurance Company and Van Kampen Asset
Management Inc. /8/

(8)(m) Form of services agreement dated July 31, 1975, (limited
to introduction and first two recitals, and sections 1-3)
among various affiliates of American General Corporation,
including American General Life Insurance Company and
American General Life Companies. /7/

(8)(n) Administrative Services Agreement dated as of June 1,
1998, between American General Life Insurance Company and
AIM Advisors, Inc. /4/

(8)(o) Form of Administrative Service Agreement between Van
Kampen Asset Management Inc. and American General Life
Insurance Company. /11/

(8)(p) Form of Administrative Services Agreement by and among
American General Life Insurance Company and
OppenheimerFunds, Inc. /12/

(8)(q) Administrative Services Agreement by and among American
General Life Insurance Company and Franklin Templeton
Services, Inc. dated as of March 9, 1999. /8/

(9) Not applicable.

(10)(a) Single Insured Life Insurance Application - Part A.
(Filed herewith)

(10)(b) Single Insured Life Insurance Application - Part B.
(Filed herewith)

(10)(c) Medical Exam Form Life Insurance Application.
(Filed herewith)

(10)(d) Single Insured Simplified Life Insurance Application.
/12/

II-5
<PAGE>

(10)(e) Variable Universal Life Insurance Supplemental
Application. /12/

(10)(f) Service Request Form. /12/

Other Exhibits

2(a) Opinion and Consent of Pauletta P. Cohn, Associate
General Counsel of American General Life Companies. /12/

2(b) Opinion and Consent of American General Life Insurance
Company's actuary. /12/

3 Not applicable.

4 Not applicable.

5 Financial Data Schedule. (Not applicable)

6 Consent of Independent Auditors. /12/

7 Powers of Attorney. (Included in the signature pages)

27 Financial Data Schedule. (Inapplicable, because no
financial statements of the Separate Account are being
filed herewith)

/1/ Incorporated herein by reference to the initial filing of the Form S-6
Registration Statement (File No. 333-42567) of American General Life Insurance
Company Separate Account VL-R on December 18, 1997.

/2/ Incorporated herein by reference to the initial filing of the Form N-4
Registration Statement (File No. 33-43390) of Separate Account D of American
General Life Insurance Company on October 16, 1991.

/3/ Incorporated herein by reference to the filing of Post-Effective Amendment
No. 1 of the Form N-4 Registration Statement (File No. 33-43390) of Separate
Account D of American General Life Insurance Company on April 30, 1992.

/4/ Incorporated herein by reference to the initial filing of the Form N-4
Registration Statement (File No. 333-70667) of American General Life Insurance
Company Separate Account D on January 15, 1999.

/5/ Incorporated by reference to the filing of Pre-Effective Amendment No. 3 of
the Form S-6 Registration Statement (File No. 333-53909) of American General
Life Insurance Company Separate Account VL-R on August 19, 1998.

/6/ Incorporated by reference to the filing of Pre-Effective Amendment No. 1 of
the Form S-6 Registration Statement (File No. 333-42567) of American General
Life Insurance Company Separate Account VL-R on March 23, 1998.

II-6
<PAGE>

/7/ Incorporated by reference to the filing of Pre-Effective Amendment No. 23
to the Form N-4 Registration Statement of American General Life Insurance
Company's Separate Account A (File No. 33-44745) on April 24, 1998.

/8/ Incorporated by reference to the filing of the Pre-Effective Amendment No.
1 to Form N-4 Registration Statement (File No. 333-70667) of American General
Life Insurance Company Separate Account D on March 18, 1999.

/9/ Incorporated by reference to Post-Effective Amendment No. 12 to
Registrant's Form N-4 Registration Statement (File No. 33-43390) filed on April
30, 1997.

/10/ Incorporated by reference to Pre-Effective Amendment No. 1 of the Form N-4
Registration Statement (File No. 333-40637) of Separate Account D of American
General Life Insurance Company filed on February 12, 1998.

/11/ Incorporated by reference to the Pre-effective Amendment No. 1 of the Form
S-6 Registration Statement (File No. 333-80191) of Separate Account VL-R of
American General Life Insurance Company filed on August 25, 1999.

/12/ To be filed by amendment.

II-7
<PAGE>

POWERS OF ATTORNEY

Each person whose signature appears below hereby appoints Thomas M. Zurek,
Robert F. Herbert, Jr. and Pauletta P. Cohn 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, 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
thereunto duly authorized, and its seal to be hereunto affixed and attested, all
in the City of Houston, and State of Texas, on the 28th day of October, 1999.

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

BY: AMERICAN GENERAL LIFE
INSURANCE COMPANY
(On behalf of the Registrant and itself)

BY: /s/ ROBERT F. HERBERT, JR.
------------------------------------
Robert F. Herbert, Jr.
Senior Vice President
[SEAL]
ATTEST: /s/ JULIE A. COTTON
--------------------------------
Julie A. Cotton
Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature Title Date
- --------- ----- ----

/s/ RONALD H. RIDLEHUBER Principal Executive Officer October 28, 1999
- ---------------------------- and Director
(Ronald H. Ridlehuber)

/s/ ROBERT F. HERBERT, JR. Principal Financial and October 28, 1999
- ---------------------------- Accounting Officer
(Robert F. Herbert, Jr.) and Director

II-8
<PAGE>

Signature Title Date
- --------- ----- ----

/s/ DONALD W. BRITTON Director October 28, 1999
- ----------------------------
(Donald W. Britton)

/s/ DAVID A. FRAVEL Director October 28, 1999
- ----------------------------
(David A. Fravel)

/s/ ROYCE G. IMHOFF, II Director October 28, 1999
- ----------------------------
(Royce G. Imhoff, II)

/s/ JOHN V. LAGRASSE Director October 28, 1999
- ----------------------------
(John V. LaGrasse)

/s/ RODNEY O. MARTIN, JR. Director October 28, 1999
- ----------------------------
(Rodney O. Martin, Jr.)

/s/ GARY D. REDDICK Director October 28, 1999
- ----------------------------
(Gary D. Reddick)

/s/ THOMAS M. ZUREK Director October 28, 1999
- ----------------------------
(Thomas M. Zurek)

II-9
<PAGE>

EXHIBIT INDEX:

The following exhibits:

1. Exhibits required by Article IX, paragraph A of Form N-8B-2:

(1)(a) Resolutions of Board of Directors of American General
Life Insurance Company authorizing the establishment of
Separate Account VL-R. /1/

(1)(b) Resolutions of Board of Directors of American General
Life Insurance Company authorizing the establishment of
variable life insurance standards of suitability and
conduct. /1/

(2) Not applicable.

(3)(a) Amended and Restated Distribution Agreement between
American General Securities Incorporated and American
General Life Insurance Company effective September 1,
1999. /12/

(3)(b) Form of Selling Group Agreement. /12/

(4) Not applicable.

(5) Specimen form of the "Key Legacy Plus" Variable Universal
Life Insurance Policy (Policy Form No. 99616). (Filed
herewith)

(6)(a) Amended and Restated Articles of Incorporation of
American General Life Insurance Company, effective
December 31, 1991. /2/

(6)(b) Bylaws of American General Life Insurance Company,
adopted January 22, 1992. /3/

(6)(c) Amendment to the Amended and Restated Articles of
Incorporation of American General Life Insurance Company,
effective July 13, 1995. /5/

(7) Not applicable.

(8)(a)(i) Form of Participation Agreement by and Among AIM Variable
Insurance Funds, Inc., AIM Distributors, Inc., American
General Life Insurance

E-1
<PAGE>

Company, on Behalf of Itself and its Separate Accounts,
and American General Securities Incorporated. /6/

(8)(b)(i) Form of Participation Agreement by and between The
Variable Annuity Life Insurance Company and American
General Life Insurance Company. /10/

(8)(b)(ii) Amendment One to Participation Agreement by and between
The Variable Annuity Life Insurance Company and American
General Life Insurance Company dated as of July 21, 1998.
/8/

(8)(c)(i) Form of Participation Agreement Among MFS Variable
Insurance Trust, American General Life Insurance Company
and Massachusetts Financial Services Company. /6/

(8)(c)(iii) Form of Amendment Two to Participation Agreement Among
MFS Variable Insurance Trust, American General Life
Insurance Company and Massachusetts Financial Services
Company. /11/

E-2
<PAGE>

(8)(d) Form of Participation Agreement Among Putnam Variable
Trust, Putnam Mutual Funds Corp., and American General
Life Insurance Company. /6/

(8)(f) Form of Participation Agreement by and among American
General Life Insurance Company, Oppenheimer Variable
Account Funds, and OppenheimerFunds, Inc. /12/

(8)(g)(i) Participation Agreement by and among American General
Life Insurance Company, Templeton Variable Products
Series Fund, Franklin Templeton Distributors, Inc. /8/

E-3
<PAGE>

(8)(h) Form of Participation Agreement by and among American
General Life Insurance Company and Victory Variable
Insurance Funds. /12/

(8)(i) Form of Participation Agreement by and among American
General Life Insurance Company and American Century
Variable Portfolios, Inc. /12/

(8)(j) Form of Participation Agreement by and among American
General Life Insurance Company and Neuberger Berman
Advisers Management Trust. /12/

(8)(k) Form of Administrative Services Agreement between
American General Life Insurance Company and fund
distributor. /5/

(8)(l) Administrative Services Agreement between American
General Life Insurance Company and Van Kampen Asset
Management Inc. /8/

(8)(n) Administrative Services Agreement dated as of June 1,
1998, between American General Life Insurance Company and
AIM Advisors, Inc. /4/

(8)(o) Form of Administrative Service Agreement between Van
Kampen Asset Management Inc. and American General Life
Insurance Company. /11/

(8)(p) Form of Administrative Services Agreement by and among
American General Life Insurance Company and
OppenheimerFunds, Inc. /12/.

(8)(q) Administrative Services Agreement by and among American
General Life Insurance Company and Franklin Templeton
Services, Inc. dated as of March 9, 1999. /8/

(9) Not applicable.

(10)(a) Single Insured Life Insurance Application - Part A.
(Filed herewith)

(10)(b) Single Insured Life Insurance Application - Part B.
(Filed herewith)

E-4
<PAGE>

(10)(c) Medical Exam Form Life Insurance Application.
(Filed herewith)

(10)(d) Single Insured Simplified Life Insurance Application.
/12/

(10)(e) Variable Universal Life Insurance Supplemental
Application. /12/

(10)(f) Service Request Form. /12/

Other Exhibits

2(a) Opinion and Consent of Pauletta P. Cohn, Associate
General Counsel of American General Life Companies. /12/

2(b) Opinion and Consent of American General Life Insurance
Company's actuary. /12/

3 Not applicable.

4 Not applicable.

5 Financial Data Schedule. (Not applicable)

6 Consent of Independent Auditors. /12/

7 Powers of Attorney. (Included in the signature pages)

27 Financial Data Schedule. (Inapplicable, because no
financial statements of the Separate Account are being
filed herewith)

E-5
<PAGE>

/8/ Incorporated by reference to the filing of the Pre-Effective Amendment
No. 1 to Form N-4 Registration Statement (File No. 333-70667) of American
General Life Insurance Company Separate Account D on March 18, 1999.

/9/ Incorporated by reference to Post-Effective Amendment No. 12 to
Registrant's Form N-4 Registration Statement (File No. 33-43390) filed on April
30, 1997.

/12/ To be filed by amendment.

E-6

<PAGE>

EXHIBIT 5
AMERICAN GENERAL LIFE
INSURANCE COMPANY
Home Office:
Houston, Texas

2727-A Allen Parkway JOHN DOE [AMERICAN GENERAL LOGO]
P.O. Box 4880 POLICY NUMBER: 0000000000
Houston, Texas 77210-4880
A STOCK COMPANY
--------------------------------------------
(888) 436-4963 A Subsidiary of American General Corporation
--------------------------------------------

WE WILL PAY THE DEATH BENEFIT PROCEEDS to the Beneficiary if the Insured dies
prior to the Maturity Date and while this policy is in force. Payment will be
made after We receive due proof of the Insured's death, and will be subject to
the terms of this policy. The method for determining the amount payable is
stated in the Death Benefit Proceeds provision.

WE WILL PAY THE CASH SURRENDER VALUE of this policy to the Owner on the Maturity
Date if the Insured is living on that date.

THE AMOUNT OR DURATION OF THE DEATH BENEFIT PROCEEDS AND THE ACCUMULATION VALUES
PROVIDED BY THIS POLICY WHEN BASED ON THE INVESTMENT EXPERIENCE OF A SEPARATE
ACCOUNT, ARE VARIABLE AND NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT.
ACCUMULATION VALUES MAY INCREASE OR DECREASE.

The consideration for this policy is the application and payment of the first
premium. The first premium must be paid on or before delivery of this policy.

This is a FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY. An adjustable Death
Benefit is payable upon the Insured's death prior to the Maturity Date.
Investment results are reflected in policy benefits. ACCUMULATION VALUES are
flexible and will be based on the amount and frequency of premiums paid and the
investment results of the Separate Account. NONPARTICIPATING - NOT ELIGIBLE FOR
DIVIDENDS.

NOTICE OF TEN DAY RIGHT TO EXAMINE POLICY

YOU MAY RETURN THIS POLICY WITHIN 10 DAYS AFTER DELIVERY IF YOU ARE NOT
SATISFIED WITH IT FOR ANY REASON. THE POLICY MAY BE RETURNED TO US OR TO THE
REGISTERED REPRESENTATIVE THROUGH WHOM IT WAS PURCHASED. UPON SURRENDER OF THIS
POLICY WITHIN THE 10 DAY PERIOD, IT WILL BE DEEMED VOID FROM THE DATE OF ISSUE,
AND WE WILL REFUND THE GREATER OF: (1) ANY PREMIUMS RECEIVED BY US; OR (2) YOUR
ACCUMULATION VALUE PLUS ANY CHARGES THAT HAVE BEEN DEDUCTED.

SIGNED AT THE HOME OFFICE ON THE DATE OF ISSUE.

Secretary President

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
READ YOUR POLICY CAREFULLY
<PAGE>

INDEX
<TABLE>
<CAPTION>

<S> <C> <C> <C>
Allocation of Premiums 6 Grace Period 11
Annual Report 19 Incontestability 18
Automatic Rebalancing 13 Investment Advisor, Change of 9
Beneficiary and Proceeds 16 Investments of the Separate Account 8
Cash Surrender Value 11 Maturity Date 3
Changing Your Insurance Policy 7 Owner 5
Change of Ownership or Beneficiary 16 Payment Options 16
Changing the Death Benefit Option 7 Policy Loans 14
Increasing the Death Benefit Amount 7 Policy Values Provision 9
Contract 5 Premium Class 2
Cost of Insurance Rate Table 20 Premium Payments 5
Date of Issue 3,5 Separate Account Provisions 7
Death Benefit and Death Benefit Options 6 Surrender, Full and Partial 12
Dollar Cost Averaging 13 Suspension and Deferral of Payments Provision 14
Expense Charges Transfer Provision 13
Premium Expense Charge 4 Valuation of Assets 8
Loan Account 14 Valuation Dates 8
General Provisions 18 Valuation Units 8
</TABLE>

COMPANY REFERENCE. We, Our, Us, or Company means American General Life
Insurance Company.

YOU, YOUR. The words You or Your mean the Owner of this policy.

HOME OFFICE. Our office at 2727-A Allen Parkway, Houston, Texas 77019-4880;
Mailing Address P. O. Box 4880, Houston, Texas 77210-4880.

WRITTEN, IN WRITING. A written request or notice in acceptable form and content,
which is signed and dated, and received at Our Home Office.

PREMIUM CLASS. The Premium Class of this policy is shown on page 3 as one
or a combination of the following terms:

. NON TOBACCO. The term "Non Tobacco" means the cost of insurance is
based on the Insured being a non-user of tobacco.

. TOBACCO. The term "Tobacco" means the cost of insurance is based on
the Insured being a tobacco user.

. SIMPLIFIED ISSUE. The term "Simplified Issue" means the cost of
insurance is based on the Insured qualifying for simplified
underwriting.

. SPECIAL. The term "Special" means an extra premium is being charged
due to the Insured's health, occupation or avocation.

NOTICE
This Policy Is A Legal Contract Between
The Policy Owner And the Company.

Page 2
<PAGE>

POLICY SCHEDULE

BASIC POLICY MONTHLY COST YEARS PAYABLE

VARIABLE LIFE SEE PAGE 23 65

ADDITIONAL BENEFITS PROVIDED BY RIDERS

NONE

PREMIUM CLASS: NON TOBACCO
INITIAL PREMIUM: $2,000.00
PLANNED PERIODIC PREMIUM: $2,000.00 PAYABLE ANNUALLY
MONTHLY DEDUCTION DAY: 1ST DAY OF EACH MONTH

MINIMUM DEATH BENEFIT [$50,000]
AMOUNT (AFTER A DECREASE IN SPECIFIED AMOUNT)
MINIMUM PARTIAL SURRENDER [$ 500]
MINIMUM VALUE THAT MAY BE RETAINED IN A
DIVISION AFTER A PARTIAL SURRENDER OR TRANSFER [$ 500]

COVERAGE MAY EXPIRE PRIOR TO THE MATURITY DATE SHOWN WHERE EITHER NO PREMIUMS
ARE PAID FOLLOWING PAYMENT OF THE INITIAL PREMIUM, OR SUBSEQUENT PREMIUMS ARE
INSUFFICIENT TO CONTINUE COVERAGE TO SUCH DATE.

INSURED: JOHN DOE POLICY NUMBER: 0000000000

INSURANCE AGE: 35 DATE OF ISSUE: AUGUST 1, 1999

INITIAL SPECIFIED AMOUNT: $50,000 MATURITY DATE: AUGUST 1, 2064

DEATH BENEFIT OPTION: 1

THIS IS A (STATE NAME) POLICY

Page 3
<PAGE>

POLICY SCHEDULE CONTINUED - POLICY NUMBER 0000000000

CHARGES DEDUCTED FROM THE SEPARATE ACCOUNT

MORTALITY AND EXPENSE CHARGE. DEDUCTION FROM THE SEPARATE ACCOUNT WILL BE
MADE AN ANNUAL RATE NOT TO EXCEED .90%. AFTER THE 10TH POLICY ANNIVERSARY THE
ANNUAL RATE WILL NOT EXCEED .65%. AFTER THE 20TH POLICY ANNIVERSARY THE
ANNUAL RATE WILL NOT EXCEED .40% THE CURRENT RATE ON THE DATE OF ISSUE IS
[.75%]. THE ACTUAL DEDUCTION WILL BE MADE ON A DAILY BASIS. THE CURRENT RATE
ON A DAILY BASIS IS [.002055%].

EXPENSE CHARGES:

PREMIUM EXPENSE CHARGE: CURRENT GUARANTEED
(ADJUSTABLE PERCENTAGE OF PREMIUM) [0%] 1.5%

BASIC POLICY CHARGES AND FEES

COST OF INSURANCE CHARGES. GUARANTEED MAXIMUM COST OF INSURANCE RATES PER
$1,000 OF NET AMOUNT AT RISK ARE SHOWN ON PAGE 21.

Page 4
<PAGE>

CONTRACT. Your policy is a legal contract that You have entered into with Us.
You have paid the first premium and have submitted an application, a copy of
which is attached. In return, We promise to provide the insurance coverage
described in this policy.

The entire contract consists of:

1. The basic policy;

2. The riders that add benefits to the basic policy, if any;

3. Endorsements, if any; and

4. The attached copy of your application, and any amendments or supplemental
applications.

DATE OF ISSUE. The Date of Issue of this policy is the date on which the first
premium is due. The Date of Issue is also the date from which all policy years,
anniversaries, and monthly deduction dates are determined.

OWNER. The Owner is as stated in the application unless later changed. During
the Insured's lifetime, the Owner may exercise every right the policy confers or
We allow (subject to the rights of any assignee of record, and to any
endorsement on this policy limiting such rights). You may have Joint Owners of
the policy. In that case, the authorization of both Joint Owners is required for
all policy changes except for transfers, premium allocations and deduction
allocations. We will accept the authorization of either Joint Owner for
transfers and changes in premium and deduction allocations. The Owner and the
Insured may be the same person but do not have to be. If the Owner dies while
the policy is in force and the Insured is living, ownership rights pass on to a
successor owner, if any, or to the estate of the Owner.

PREMIUM PAYMENTS

All premiums after the first are payable in advance. Premium payments are
flexible. This means You may choose the amount and frequency of payments.

The actual amount and frequency of premium payments will affect the Accumulation
Value and the amount and duration of insurance. Please refer to the Policy
Values Provision for a detailed explanation.

PLANNED PERIODIC PREMIUMS. The amount and frequency of the Planned Periodic
Premiums You selected are shown on the Policy Schedule. You may request a
change in the amount and frequency. We may limit the amount of any increase.
(See "Maximum Premium").

UNSCHEDULED ADDITIONAL PREMIUMS. You may pay additional premiums at any time
before the Maturity Date shown on the Policy Schedule. We may limit the number
and amount of additional premiums. (See "Maximum Premium"). Additional
premiums that cause the Death Benefit to increase more than the Accumulation
Value will require a supplemental application and insurability satisfactory to
Us. Any unscheduled payments will be applied as an Unscheduled Additional
Premium unless you specifically state otherwise.

MAXIMUM PREMIUM. The sum of the premiums paid under this policy may not exceed
the guideline premium limitation as defined by Section 7702, Internal Revenue
Code of 1986 (or as later amended). Any portion of any premium paid which is
determined to be in excess of the limit will be refunded.

PREMIUM EXPENSE CHARGE. The Premium Expense Charge is calculated by multiplying
the premium paid by the Premium Expense Charge Percentage. The Premium Expense
Charge Percentage is adjustable, but will never be more than the guaranteed
Premium Expense Charge Percentage shown on the Policy Schedule.

Page 5
<PAGE>

NET PREMIUM. The Net Premium is the premium paid, less the Premium Expense
Charge.

ALLOCATION OF PREMIUMS. The initial allocation of Net Premiums is shown in the
application for this policy and will remain in effect until changed by Written
notice from the Owner. The percentage allocation for future Net Premiums may be
changed at any time by Written notice.

The initial Net Premium will be allocated to the Money Market Division on the
later of the following dates:

1. The Date of Issue; or

2. The date all requirements needed to place the policy in force have been
satisfied, including underwriting approval and receipt in the Home Office of
the necessary premium.

The initial Net Premium will remain in the Money Market Division until the first
Valuation Date following the 15th day after it was applied. Any additional Net
Premiums received prior to the first Valuation Date which follows the 15th day
after the initial Net Premium was applied will be allocated to the Money Market
Division until such Valuation Date. At that time, We will transfer the
Accumulation Value to the selected Investment Option(s). Each premium received
after such Valuation Date will be reduced by the Premium Expense Charge and
applied directly to the selected Investment Option(s) as of the Business Day
received.

Changes in the allocation will be effective on the date we receive the Owner's
notice. The allocation may be 100% to any available Division or may be divided
among these options in whole percentage points totaling 100%. We reserve the
right to limit the number of Divisions which You may select.

WHERE TO PAY. You may make Your payments to Us at Our Home Office or to an
authorized agent. A receipt signed by an officer of the Company will be
furnished upon request.

DEATH BENEFIT AND DEATH BENEFIT OPTIONS

DEATH BENEFIT PROCEEDS. If the Insured dies prior to the Maturity Date and
while this policy is in force, We will pay the Death Benefit Proceeds to the
Beneficiary. The Death Benefit Proceeds will be subject to:

1. The Death Benefit Option in effect on the date of death; and

2. Any increases or decreases made to the Specified Amount. The Initial
Specified Amount is shown on the Policy Schedule.

Any premium received after the date of death will be refunded and will not be
included in the Accumulation Value for the purposes of calculating the Death
Benefit Amount.

Guidelines for changing the Death Benefit Option or the Specified Amount will be
found in the section entitled "Changing Your Insurance Policy."

The Death Benefit Proceeds will be the Death Benefit Amount, after reversing any
premium received after the date of death, reduced by any outstanding policy loan
and will be subject to the other provisions of the "Beneficiary and Proceeds"
section.

Page 6
<PAGE>

DEATH BENEFIT OPTION. The Death Benefit Option which You have chosen is shown
on the Policy Schedule as either Option 1 or Option 2.

OPTION 1. If You have chosen Option 1 the Death Benefit Amount will be the
greater of:

1. The Specified Amount on the date of death; or

2. The Accumulation Value as of the Business Day notification of death is
received In Writing multiplied by the Death Benefit Corridor Rate for the
Insured's age nearest birthday (as shown in the table on page 20)for the
Business Day We receive notification.

OPTION 2. If You have chosen Option 2, the Death Benefit Amount will be the
greater of:

1. The Specified Amount plus the Accumulation Value on the date of death; or

CHANGING YOUR INSURANCE POLICY

You may request a change in the Specified Amount or Death Benefit Option at any
time except that a decrease in the Specified Amount may not become effective
prior to the end of the first policy year. Your request must be submitted to
Our Home Office In Writing in a form acceptable to Us.

INCREASING THE SPECIFIED AMOUNT. The Owner may request an increase in the
Specified Amount by submitting a written supplemental application to Us. The
increase will require evidence of insurability satisfactory to Us. An increase
will be effective as of the next Monthly Deduction Day following the date the
application for increase is approved by Us. The effective date will appear in
an endorsement to this policy.

DECREASING THE SPECIFIED AMOUNT. Any decrease will go into effect on the
monthly deduction day following the day We receive the request. The Death
Benefit Amount remaining in effect after any decrease cannot be less than the
greater of:

1. The Minimum death Benefit Amount shown on the Policy Schedule; or

2. Any Death Benefit Amount required to qualify this policy as life insurance
under applicable tax laws.

Any such decrease will be applied in the following order:

1. Against the Specified Amount provided by the most recent increase;

2. Against the next most recent increases successively;

3. Against the Specified Amount provided under the original application.

CHANGING THE DEATH BENEFIT OPTION. You may request a change in the Death
Benefit Option You have chosen.

1. If You request a change from Option 1 to Option 2: The new Specified Amount
will be the Specified Amount, prior to change, less the Accumulation Value as
of the effective date of the change, but not less than zero.

2. If You request a change from Option 2 to Option 1: The new Specified Amount
will be the Specified Amount, prior to change, plus the Accumulation Value as
of the effective date of the change.

We will not require evidence of insurability for a change in the Death Benefit
Option. The change will go into effect on the Monthly Deduction Day

Page 7
<PAGE>

following the date We receive Your Written request for change.

CHANGING THE TERMS OF YOUR POLICY. Any change in Your policy must be approved by
one of Our officers. No agent has the authority to make any changes or waive any
of the terms of Your policy.

SEPARATE ACCOUNT PROVISIONS

SEPARATE ACCOUNT. Separate Account VL-R is a segregated investment account
established by the Company under Texas law to separate the assets funding the
variable benefits for the class of policies to which this policy belongs from
the other assets of the Company. That portion of the assets of the Separate
Account equal to the reserves and other policy liabilities with respect to the
Separate Account shall not be chargeable with liabilities arising out of any
other business We may conduct. Income, gains and losses, whether or not
realized from assets allocable to the Separate Account, are credited to or
charged against such Account without regard to Our other income, gains or
losses.

INVESTMENTS OF THE SEPARATE ACCOUNT. The Separate Account is segmented into
Divisions. Each Division invests in a single Investment Option. Net Premiums
will be applied to the Separate Account and allocated to one or more Divisions.
The assets of the Separate Account are invested in the Investment Option(s)
listed on the application for this policy. From time to time, We may add
additional Divisions. We may also discontinue offering one or more Divisions as
provided in "Rights Reserved by Us." Any change in investment selection shall
be pursuant to a duly executed change form filed with Our Home Office.
Transfers may be made to the additional Divisions subject to the rules stated in
the Transfer Provision and any new rules or limitations tied to such additional
Divisions.

If shares of any of the Investment Options become unavailable for investment by
the Separate Account, or the Company's Board of Directors deems further
investment in these shares inappropriate, the Company may limit further
investment in the shares or may substitute shares of another Investment Option
for shares already purchased under this policy as provided in the "Rights
Reserved by Us" provision.

VALUATION OF ASSETS. The assets of the Separate Account are valued as of each
Valuation Date at their fair market value in accordance with Our established
procedures. The Separate Account Value as of any Valuation Date prior to the
Maturity Date is the sum of Your account values in each Division of the Separate
Account as of that date.

VALUATION UNITS. In order to determine policy values in the Divisions, We use
Valuation Units which are calculated separately for each Division. The
Valuation Unit value for each Division will vary to reflect the investment
experience of the applicable Investment Option. The Valuation Unit for a
Division will be determined on each Valuation Date for the Division by
multiplying the Valuation Unit value for the Division on the preceding Valuation
Date by the Net Investment Factor for that Division for the current Valuation
Date.

NET INVESTMENT FACTOR. The Net Investment Factor for each Division is
determined by dividing (1) by (2) and subtracting (3), where:

(1) is the net asset value per share of the applicable Investment Option as of
the current Valuation Date (plus any per share amount of any dividend or
capital gains distribution paid by the Investment Option since the last
Valuation Date); and

(2) is the net asset value per share of the shares

Page 8
<PAGE>

SEPARATE ACCOUNT PROVISIONS (Cont'd)

held in the Division as determined at the end of the previous valuation period;
and

(3) is a factor representing the Mortality and Expense Charge.

The net asset value of an Investment Option's shares held in each Division shall
be the value reported to Us by that Investment Option.

VALUATION DATES. Valuation of the various Divisions will occur on each Business
Day during each month. If the underlying Investment Option is unable to value or
determine the Division's investment in an Investment Option due to any of the
reasons stated in the "Suspension and Deferral of Payments Provision" provision,
the Valuation Date for the Division with respect to the unvalued portion shall
be the first Business Day that the assets can be valued or determined.

BUSINESS DAY. A business day is each day that the New York Stock Exchange is
open for business. For the purpose of collecting daily charges, a business day
immediately preceded by one or more non-business calendar days will include
those non-business days as a part of that business day. For example, a business
day which falls on a Monday will consist of a Monday and the immediately
preceding Saturday and Sunday.

MINIMUM BALANCE. The minimum value that may be retained in a Division after a
partial surrender or transfer is shown on the Policy Schedule. If a partial
surrender causes the balance in any Division to drop below such minimum amount,
the Company reserves the right to transfer the remaining balance to the Money
Market Division. If a transfer causes the balance in any Division to drop below
the minimum amount, the Company reserves the right to transfer the remaining
balance in proportion to the transfer request.

CHANGE OF INVESTMENT ADVISOR OR INVESTMENT OBJECTIVE. Unless otherwise required
by law or regulation, the investment advisor or any investment objective may not
be changed without Our consent. If required, approval of or change of any
investment objective will be filed with the Insurance Department of the state
where the policy is being delivered.

RIGHTS RESERVED BY US. Upon notice to You, this policy may be modified by Us,
but only if such modification is necessary to:
1. Operate the Separate Account in any form permitted under the Investment
Company Act of 1940 or in any other form permitted by law;

2. Transfer any assets in any Division to another Division, or to one or more
other separate accounts;

3. Add, combine or remove Divisions in the Separate Account, or combine the
Separate Account with another separate account;

4. Make any new Division available to You on a basis to be determined by Us;

5. Substitute for the shares held by any Division the shares of another Division
or the shares of another investment company or any other investment permitted
by law;

6. Make any changes as required by the Internal Revenue Code, or by any other
applicable law, regulation or interpretation in order to continue treatment
of this policy as life insurance; or

7. Make any changes required to comply with the requirements of any underlying
Investment Option.

8. Make other changes in this policy that in Our judgement are necessary or
appropriate to ensure that this policy continues to qualify for tax treatment
as life insurance, or that do not reduce any Cash Surrender Value, Death
Benefit Amount, Accumulation Value or

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other accrued right or benefit.

When required by law, We will obtain Your approval of changes and We will gain
approval from any appropriate regulatory authority.

POLICY VALUES PROVISION

ACCUMULATION VALUE. The Accumulation Value of Your policy is the total of all
values in the Divisions of the Separate Account and in the Loan Account. The
Accumulation Value reflects:

1. Net Premiums paid;

2. Monthly deductions;

3. The investment experience of the Divisions selected less the Mortality and
Expense Charge;

4. Amounts allocated to the Loan Account, including interest earned on amounts
in the Loan Account (See "Policy Loans");

5. Deductions due to partial surrenders and any charges for partial surrenders.

Net premiums are allocated, in accordance with Your instructions, to the
selected Divisions of the Separate Account and converted to Valuation Units.

On each Monthly Deduction Day, a Monthly Deduction will be made by redeeming
Valuation Units from each applicable Division in the same ratio as the
Allocation of Policy Deductions in effect on the Monthly Deduction Day. If the
number of Valuation Units in any Division is insufficient to make a Monthly
Deduction in this manner, We will cancel Valuation Units from each applicable
Division in the same ratio the Monthly Deduction bears to the unloaned
Accumulation Value of Your policy.

The Accumulation Value in any Division is determined by multiplying the value of
a Valuation Unit by the number of Valuation Units held under the policy in that
Division.

The value of the Valuation Units equal to the amount being borrowed from the
Separate Account will be transferred to the Loan Account as of the Business Day
that the loan request is received In Writing.

Valuation Units are surrendered to reflect a partial surrender as of the
Business Day that the request for partial surrender is received In Writing.

ON THE DATE OF ISSUE. The Accumulation Value on the Date of Issue will be
determined as follows:

1. The Net Premium received; less

2. The Monthly Deduction for the first policy month (See "How We Calculate a
Monthly Deduction.").

The first deduction day is the Date of Issue. The Monthly Deduction Day is
shown on the Policy Schedule.

ON EACH MONTHLY DEDUCTION DAY. On each Monthly Deduction Day after the Date of
Issue, we will determine the Accumulation Value as follows:

1. We will take the Accumulation Value as of the last Monthly Deduction Day; and

2. Add the interest earned for the month on the excess of the Loan Account value
on the last Monthly Deduction Day over any reductions made in the Loan
Account since the last Monthly Deduction Day; and

3. Add any investment gain (or subtract any investment loss) on the Divisions of
the Separate Account since the last Monthly Deduction Day as measured by the
change in the value of the Valuation Units; and

4. Add all Net Premiums received since the last Monthly Deduction Day; and

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5. Subtract any partial surrender made since the last Monthly Deduction Day; and

6. Subtract the Monthly Deduction for the policy month following the Monthly
Deduction Day. (See "How We Calculate a Monthly Deduction.")

ON ANY VALUATION DATE OTHER THAN A MONTHLY DEDUCTION DAY. The Accumulation
Value on any Valuation Date other than a Monthly Deduction Day will be the sum
of:

1. The value of the Loan Account;

2. Less any partial surrenders since the last Monthly Deduction Day;

3. Plus all Net Premiums received since the last Monthly Deduction Day;

4. Plus the sum of the values of the Divisions of the Separate Account as of the
last Monthly Deduction Day, plus the amount of any investment gain (or minus
any investment loss) on the Divisions since the last Monthly Deduction Day as
measured by the change in the value of the Valuation Units.

CASH SURRENDER VALUE. The Cash Surrender Value of this policy will be equal to
the Accumulation Value less any indebtedness.

HOW WE CALCULATE A MONTHLY DEDUCTION. Each Monthly Deduction includes:

1. The cost of insurance provided by the basic policy; and

2. The cost of insurance for benefits provided by riders, if any.

HOW WE CALCULATE THE COST OF INSURANCE FOR THE BASIC POLICY. We calculate the
cost of insurance at the beginning of each policy month as of the Monthly
Deduction Day. The cost of insurance is determined as follows:

1. Reduce the Death Benefit Amount by the amount of Accumulation Value on the
Monthly Deduction Day before the cost of insurance deduction is taken, and
after the cost of insurance for riders, if any, are deducted;

2. Multiply the difference by the cost of insurance rate per $1,000 of the Net
Amount at Risk as provided in the Cost of Insurance Rate provision; and

3. Divide the result by 1,000.

If Option 1 is in effect, and there have been increases in the Specified Amount,
the Accumulation Value will first be considered part of the Initial Specified
Amount. If the Accumulation Value exceeds the Initial Specified Amount, the
excess will be considered part of any Specified Amount increases in the order in
which the increases were made.

COST OF INSURANCE FOR BENEFITS PROVIDED BY RIDERS. The cost of insurance for
benefits provided by riders, if any, will be as stated on the Policy Schedule or
in an endorsement to this policy.

COST OF INSURANCE RATE. The cost of insurance rate for the Initial Specified
Amount, and for each Specified Amount increase, is based on the Insured's:

1. Gender;

2. Age nearest birthday on each policy anniversary; and

3. Premium class shown on the Policy Schedule, associated with the Initial
Specified Amount and each increase in the Specified Amount.

A table of guaranteed monthly cost of insurance rates is included in this
policy. We can use cost of insurance rates that are lower than the guaranteed
rates. Any change in rates will apply to all policies in the same rate class as
this policy. The rate class of this policy is determined on its Date of Issue
and according to:

1. The calendar year of issue and policy year;

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2. The plan of insurance;

3. The amount of insurance; and

4. The age, gender and premium class of the Insured.

CHANGES IN RATES, CHARGES AND FEES. This policy does not participate in Our
profits or surplus. Any redetermination of the cost of insurance rates,
interest rates, mortality and expense charges or percentage of premium charges
will be based on Our expectations as to investment earnings, mortality,
persistency and expenses (including reinsurance costs). We will not change
these charges in order to recoup any prior losses.

GRACE PERIOD. If the Cash Surrender Value on a Monthly Deduction Day is not
enough to meet the Monthly Deduction for the current month, this policy will
remain in force during the 61-day period that follows. If the Cash Surrender
Value on a policy anniversary is not enough to pay any loan interest due, this
policy will remain in force during the 61-day period that follows. Such 61-day
period is referred to in this policy as the "Grace Period." There is no Grace
Period for the initial Monthly Deduction.

If the amount We require to keep Your policy in force is not paid by the end of
the Grace Period, this policy will terminate without value. However, We will
give You at least 31 days notice prior to termination that Your policy is in the
Grace Period and advise You of the amount required to keep Your policy in force.
Such 31 days prior notice will be sent to You at Your last known address, and to
the assignee of record, if any. If death occurs during the Grace Period,
Monthly Deductions through the policy month in which death occurred will be
deducted from the proceeds.

If a surrender request is received within 31 days after the Grace Period
commences, the Cash Surrender Value payable will not be less than the Cash
Surrender Value on the Monthly Deduction Day the Grace Period commenced. The
Monthly Deduction for the policy month following such Monthly Deduction Day will
not be subtracted in the calculation of such Cash Surrender Value.

FULL SURRENDER. Subject to the Beneficiary and Proceeds section, You may return
Your policy to Us and request its Cash Surrender Value at any time during the
Insured's lifetime before the Maturity Date. The Cash Surrender Value will be
determined as of the Business Day the policy and the signed request for
surrender are received In Writing at the Home Office. The Company may delay
payment if the Suspension and Deferral of Payments Provision is in effect.

PARTIAL SURRENDER. At any time after the first policy year, You may request a
portion of the Cash Surrender Value of the policy. Your request must be made In
Writing prior to the Maturity Date during the Insured's lifetime. The minimum
partial surrender is shown on the Policy Schedule.

Valuation Units are surrendered to reflect a partial surrender as of the
Business Day the request for partial surrender is received In Writing.

A partial surrender will result in a reduction of the Accumulation Value and the
Death Benefit Amount. The Accumulation Value will be reduced by the amount of
partial surrender benefit. The reduced Death Benefit Amount will be determined
in accordance with the Death Benefit Option provision. If your Death Benefit
Option is Option 1, the Specified Amount will be reduced by the amount of the
partial surrender. (The reduced amount will not be less than zero.) The Death
Benefit Amount remaining after this reduction must be no less than the Minimum
Death Benefit Amount shown on the Policy Schedule.

A partial surrender will result in the cancellation of Valuation Units from each
applicable Division in the same ratio as the Allocation of Policy Deductions in
effect on the date of partial surrender. If the number of Valuation Units in
any Division is insufficient to make a partial surrender in this manner, We will
cancel

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<PAGE>

Valuation Units from each applicable Division in the ratio the partial surrender
request bears to the Cash Surrender Value of Your policy. You must state In
Writing in advance how partial surrenders should be made if other than this
method is to be used.

There will be a $25.00 charge for each partial surrender.

The Company may delay payment if the Suspension and Deferral of Payments
Provision is in effect.

PERIOD OF INSURANCE COVERAGE IF AMOUNT OR FREQUENCY OF PREMIUM PAYMENTS IS
REDUCED OR IF PREMIUM PAYMENTS ARE DISCONTINUED. If You reduce the amount or
frequency of premium payments, or if You discontinue payment of premiums, We
will continue making Monthly Deductions (as long as there is sufficient Cash
Surrender Value to make such deductions) until the Maturity Date. This policy
will remain in force until the earlier of the following dates:

1. The Maturity Date (if there is sufficient Cash Surrender Value to make
Monthly Deductions to that date); or

2. Surrender of the policy; or

3. The end of the Grace Period; or

4. Death of the insured.

TRANSFER PROVISION

TRANSFER OF ACCUMULATION VALUE. You may transfer all or part of Your interest
in a Division of the Separate Account subject to the following:

1. Transfers will be made as of the Business Day that the transfer request is
received in good order.

2. The minimum amount which may be transferred is $500.

3. We reserve the right to transfer the entire balance in proportion to any
other Investment Options You are then using, if the Accumulation Value is
below $500.

4. We reserve the right to terminate, suspend or modify the transfer privilege
described above.

If You elect to use the transfer privilege, We will not be liable for a transfer
made in accordance with Your instructions.

Transfers between Separate Account Divisions result in the redemption of
Valuation Units in one Division and the purchase of Valuation Units in the
Division to which the transfer is made.

TELEPHONE TRANSFER AND ALLOCATION PRIVILEGE. If We have on file a completed
telephone authorization form (Telephone Transaction). We will allow transfers
and the percentage allocations for future Net Premiums and Policy Deductions to
be changed at any time by telephone. We will honor instructions for Telephone
Transactions from any person who provides the correct information. There is a
risk of possible loss to You if unauthorized persons use this service in Your
name. Under Telephone transactions, We are not liable for any acts or omissions
based upon instructions that We reasonably believe to be genuine, including
losses arising from errors in the communication of telephone instructions.

DOLLAR COST AVERAGING. Dollar Cost Averaging is an automatic transfer of funds
made periodically prior to the Maturity Date in accordance with the Transfers
provision, except as provided below, and instructions from the Owner. Dollar
Cost Averaging (DCA) is subject to the following guidelines:

1. DCA transfers may be made:

(a) On any day of the month except the 29th, 30th or 31st;

(b) On a monthly, quarterly, semi-annual or annual basis; and

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2. DCA may be elected only if the Accumulation Value at the time of election is
$5,000 or more.

3. The minimum amount of each DCA transfer is $100, or the remaining amount in
the Money Market Division, if less.

4. DCA may not begin prior to the first Valuation Date following the 15th day
after the initial Net Premium is applied.

5. DCA will end when there is no longer any value in the Money Market Division,
or when You request that DCA end. (You will be notified if the value of Your
Money Market Division reaches zero).

6. Amounts applied to the Money Market Division while DCA is active will be
available for future Dollar Cost Averaging in accordance with the current DCA
request.

7. There is no charge for DCA.

8. DCA is not available if Automatic Rebalancing is active.

AUTOMATIC REBALANCING. Automatic Rebalancing occurs when funds are transferred
by the Company between the Separate Account Divisions so that the values in each
Division match the premium allocation percentages then in effect. You may
choose Automatic Rebalancing on a quarterly, semi-annual or annual basis if Your
Accumulation Value is $5,000 or more. The date Automatic Rebalancing occurs
will be based on the Date of Issue of Your policy. 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. After Automatic Rebalancing is elected, it will continue until We
are notified In Writing that it is to be discontinued. There is no charge for
Automatic Rebalancing. Automatic Rebalancing is not available if Dollar Cost
Averaging is active.

SUSPENSION AND DEFERRAL OF PAYMENTS PROVISION

We reserve the right to defer payment of any Death Benefit Amount, loan or other
distribution that comes from that portion of Your Accumulation Value that is
allocated to Separate Account VL-R, if:

1. If the New York Stock Exchange is closed other than customary weekend and
holiday closings, or trading on the New York Stock Exchange is restricted;

2. An emergency exists, as a result of which disposal of securities is not
reasonably practicable or it is not reasonably practicable to fairly
determine the Accumulation Value; or

3. The U.S. Securities and Exchange Commission (SEC) by order permits the delay
for the protection of Owners.

Written notice of both the imposition and termination of any such suspension
will be given to the Owners, assignees of record and any irrevocable
Beneficiaries.

Payments which were due to have been made and which were deferred following the
suspension of the calculation of the Cash Surrender Value will be made within
thirty (30) days following the lifting of the suspension, and will be calculated
based on the Valuation Date which immediately follows termination of the
suspension.

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<PAGE>

POLICY LOANS

You may borrow from Us at any time while this policy is in force, an amount
which is equal to or less than the policy's loan value. The loan value will be
the Cash Surrender Value less interest on the amount to be borrowed to the next
policy anniversary. The minimum amount of each loan is $500 or, if less, the
entire remaining loan value.

The value of Valuation Units equal to the amount being borrowed from the
Separate Account will be transferred to the Loan Account as of the Business Day
that the loan request is received in good order.

OBTAINING A LOAN. You may obtain a policy loan by Written request and
assignment of the policy as sole security for the loan. The Company may delay a
loan if the Suspension and Deferral of Payments Provision is in effect.

EFFECT OF A LOAN. When a loan is made, an amount equal to the amount being
borrowed from the Separate Account will be transferred to the Loan Account. A
loan will result in cancellation of units from each applicable Division in the
ratio that the loan bears to the unloaned Accumulation Value of Your policy.
You must state In Writing in advance which Division units are to be canceled if
a different method is to be used.

A loan, whether or not repaid, will have a permanent effect on the Cash
Surrender Values and on the death benefits. If not repaid, any indebtedness
will reduce the amount of Death Benefit Proceeds and the amount available upon
surrender of the policy.

LOAN ACCOUNT. The Loan Account is a fixed account within Our general assets
which We have established for any amounts transferred from the Divisions as a
result of a loan. Interest applied to the Loan Account will be an annual rate
of not less than 4% nor more than 4.75%, and is not based on investment
experience of any Division of the Separate Account.

LOAN INTEREST. Loan interest will accrue daily at an annual effective rate of
4.54% payable in advance. (This is equivalent to an annual effective rate of
4.75% paid in arrears.) On each policy anniversary, loan interest for the next
year is due in advance. Unpaid loan interest will be deducted from the various
Divisions according to the Allocation of Policy Deductions then in effect, and
added to the Loan Account. If the number of Valuation Units in any Division is
insufficient to deduct unpaid loan interest in this manner, We will cancel
Valuation Units from each applicable Division in the same ratio the unpaid loan
interest bears to the unloaned Accumulation Value of Your policy.

HOW YOU MAY REPAY A POLICY LOAN. You may repay all or part of a policy loan at
any time, except that;

1. Repayment may be made only while this policy is in force and prior to the
death of the Insured;

2. A partial repayment must be at least $500; and

3. At the time You repay all or part of a Policy Loan, You must specify the
payment is to repay all or part of the Policy Loan.

You may tell Us how to allocate repayments. If You do not tell Us, an amount
equal to the loan repayment will be transferred from the Loan Account to the
Divisions in the same ratio currently in effect for the Allocation of Premiums.

WE CAN DELAY PAYMENT. We can delay lending You money for up to 6 months, or the
period allowed by law, whichever is less. However, We cannot delay lending You
money if the amount is to be used to pay a premium to Us.

PREFERRED LOANS. A "Preferred Loan" is a policy loan that is made at a net cost
to the Owner that is less than the net cost of other policy loans. Starting on
the tenth policy

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<PAGE>

anniversary, this policy will be eligible for "Preferred Loans" subject to the
following guidelines:

1. The maximum amount eligible for a new Preferred Loan during a policy year is
restricted to the lesser of the following values on the first day of such
policy year:

a. The policy loan value; or

b. 10% of the Accumulation Value.

2. When a Preferred Loan is made, interest to the next policy anniversary will
be charged at the rate shown in the Loan Interest provision.

3. Interest credited to the amount of the Accumulation Value offset by a
Preferred Loan:

a. Will be at an annual effective rate that is equal to or less than the
Policy Loan annual effective interest rate; and

b. Will be at a higher rate than the rate used to credit interest to values
offset by any other policy loan and will never be less than an annual
effective rate of 4.5%.

BENEFICIARY AND PROCEEDS

BENEFICIARY. The Beneficiary as named in the application, or later changed by
You, will receive the proceeds upon the death of the Insured. Unless You have
stated otherwise, proceeds will be paid as follows:

1. If any Beneficiary dies before the Insured, that Beneficiary's interest will
pass to any other Beneficiaries according to their respective interests.

2. If no Beneficiary survives the Insured, proceeds will be paid to You, as
Owner, if You are then living; otherwise proceeds will be paid to Your
estate.

CHANGE OF OWNERSHIP OR BENEFICIARY. You may change the Owner or the Beneficiary
at any time during the lifetime of the Insured unless the previous designation
provides otherwise. To do so, send a Written request to Our Home Office. The
change will go into effect when We have recorded the change. However, after the
change is recorded, it will be deemed effective as of the date of Your Written
request for change. The change will be subject to any payment made or action
taken by Us before the request is recorded.

COMMON DISASTER. If We cannot determine whether a Beneficiary or the Insured
died first in a common disaster, We will assume that the Beneficiary died first.
Proceeds will be paid on this basis unless an endorsement to this policy
provides otherwise.

PROCEEDS. Proceeds means the amount payable on:

1. The Maturity Date;

2. Exercise of the full surrender benefit; or

3. The Insured's death.

The Proceeds on the Maturity Date will be the Cash Surrender Value. The
Proceeds on the Insured's death will be the Death Benefit Amount less any
outstanding Policy Loan.

All Proceeds are subject to the provisions of the Payment Options section and
the other provisions of this policy.

PAYMENT OPTIONS

Instead of being paid in one sum, all or part of the proceeds may be applied
under any of the Payment Options described below. In addition to these options
other methods of payment may be chosen with Our consent.

PAYMENT CONTRACT. When proceeds become payable under a Payment Option, a Payment
Contract will be issued to each payee. The Payment Contract will state the
rights and

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<PAGE>

benefits of the payee. It will also name those who are to receive any balance
unpaid at the death of the payee.

ELECTION OF OPTIONS. The Owner may elect or change any Payment Option while the
Insured is living, subject to the provisions of this policy. This election or
change must be In Writing. Within 60 days after the Insured's death, a payee
entitled to proceeds in one sum may elect to receive proceeds under any option.

OPTION 1. PAYMENTS FOR A SPECIFIED PERIOD: Equal monthly payments will be made
for a specified period. The Option 1 Table in this policy shows the monthly
income for each $1,000 of proceeds applied.

OPTION 2. PAYMENTS OF A SPECIFIED AMOUNT: Equal monthly payments of a specified
amount will be made. Each payment must be at least $60 a year for each $1,000
of proceeds applied. Payments will continue until the amount applied, with
interest, has been paid in full.

OPTION 3. MONTHLY PAYMENTS FOR LIFE: Equal monthly payments will be made for a
specified period, and will continue after that period for as long as the payee
lives. The specified period may be 10, 15 or 20 years. The Option 3 Table in
this policy shows the monthly income for each $1,000 of proceeds applied. The
tables are based on the 1983a Male or Female Tables adjusted by projection scale
G for 9 years, with interest at the rate of 3% per year and a 2% load.

At the time payments are to begin under this option, the payee may choose one of
the following:

1. Monthly payments based on the Option 3 Table; or

2. Monthly payments equal to a monthly annuity based on our single premium
immediate annuity rates then in use.

OPTION 4. PROCEEDS LEFT AT INTEREST: Proceeds may be left on deposit with us
for any period up to 30 years. Interest earned on the proceeds may be:

1. Left on deposit to accumulate at the rate of 3% compounded annually; or

2. Paid in installments at the rate for each $1,000 of proceeds of $30 annually,
$14.89 semiannually, $7.42 quarterly or $2.47 monthly.

Upon the death of the payee, or at the end of the specified period, any balance
left on deposit will be paid in a lump sum or under Payment Options 1, 2 or 3.

INTEREST RATES. The guaranteed rate of interest for proceeds held under Payment
Options 1, 2, 3 and 4 is 3% compounded annually. We may credit interest at a
higher rate. The amount of any increase will be determined by Us.

PAYMENTS. The first payment under Options 1, 2 and 3 will be made when the
claim for settlement has been approved. Payments after the first will be made
according to the manner of payment chosen. Interest under Option 4 will be
credited from the date of death and paid or added to the proceeds as provided in
the Payment Contract.

AVAILABILITY OF OPTIONS. If the proposed payee is not a natural person, payment
options may be chosen only with Our consent.

If this policy is assigned, We will have the right to pay the assignee in one
sum the amount to which the assignee is entitled. Any balance will be applied
according to the option chosen.

The amount to be applied under any one option must be at least $2,000. The
payment elected under any one option must be at least $25. If the total policy
proceeds are less than $2,000, payment will be made in one lump sum.

EVIDENCE THAT PAYEE IS ALIVE. Before making any payment under a Payment Option,
We may ask for proof that the payee is alive. If proof is requested, no payment
will be made or considered due until We receive proof.

DEATH OF A PAYEE. If a payee dies, any unpaid balance will be paid as stated in
the Payment Contract. If there is no surviving payee named in the Payment
Contract, We will pay the estate of the payee:

1. Under Options 1 and 3, the value as of the

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<PAGE>

date of death of the remaining payments for the specified period, discounted
at the rate of interest, compounded annually, that was used in determining
the amount of the monthly payment;

2. Under Options 2 and 4, the balance of any proceeds remaining unpaid with
accrued interest, if any.

WITHDRAWAL OF PROCEEDS UNDER OPTIONS 1 OR 2. If provided in the Payment
Contract, a payee will have the right to withdraw the entire unpaid balance
under Options 1 or 2. Under Option 1, the amount will be the value of the
remaining payments for the specified period discounted at the rate of interest
used in determining monthly income. Under Option 2, the amount will be the
entire unpaid balance.

WITHDRAWAL OF PROCEEDS UNDER OPTION 4. A payee will have the right to withdraw
proceeds left under Option 4 subject to the following rules:

1. The amount to be withdrawn must be $500 or more; and

2. A partial withdrawal must leave a balance on deposit of $1,000 or more.

WITHDRAWALS MAY BE DEFERRED. We may defer payment of any withdrawal for up to 6
months from the date We receive a withdrawal request.

ASSIGNMENT. Payment Contracts may not be assigned.

CHANGE IN PAYMENT. The right to make any change in payment is available only if
it is provided in the Payment Contract.

CLAIMS OF CREDITORS. To the extent permitted by law, proceeds will not be
subject to any claims of a Beneficiary's creditors.

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<PAGE>

GENERAL PROVISIONS

ASSIGNING YOUR POLICY. During the lifetime of the Insured, You may assign this
policy as security for an obligation. We will not be bound by an assignment
unless it is received In Writing at the Home Office. Two copies of the
assignment must be submitted. We will retain one copy and return the other. We
will not be responsible for the validity of any assignment.

INCONTESTABILITY. We rely on the statements made in the application for the
policy and applications for any reinstatements or increases in Specified Amount.
These statements, in the absence of fraud, are considered representations and
not warranties. No statement may be used in defense of a claim under the policy
unless it is in such applications.

We cannot contest this policy after it has been in force during the Insured's
lifetime for 2 years from the Date of Issue. However, we can contest any
increase in Specified Amount before such increase has been in effect during the
Insured's lifetime for 2 years.

Additionally, If this policy is reinstated, We cannot contest the reinstated
policy after it has been in force during the Insured's lifetime for 2 years from
the date of reinstatement. However, We can contest a reinstatement or an
increase in Specified Amount based solely on the information provided in the
application for such reinstatement or increase.

These 2 year limitations do not apply to any Disability or Accidental Death
Benefit, or to the nonpayment of premium.

SUICIDE EXCLUSION. If the Insured takes his or her own life, while sane or
insane, within 2 years from the Date of Issue, We will limit the Death Benefit
Proceeds to the premiums paid less any policy loans and less any partial cash
surrenders paid.

If there are any increases in the Specified Amount (See the section entitled
"Changing Your Insurance Policy") a new 2 year period shall apply to each
increase beginning on the date of each increase. The Death Benefit Proceeds will
be the costs of insurance associated with each increase.

When the laws of the state in which this policy is delivered require less than
this 2 year period, the period will be as stated in such laws.

AGE OR GENDER INCORRECTLY STATED. If the age or gender of the Insured has been
misstated to Us, We will adjust the excess of the Death Benefit Amount over the
Accumulation Value on the date of death to that which would have been purchased
by the Monthly Deduction for the policy month of death at the correct cost of
insurance rate. By age, We mean age nearest birthday as of the Date of Issue.

STATUTORY BASIS OF POLICY VALUES. The Accumulation Values of the policy are not
less than the minimum values required by the law of the state where this policy
is delivered. The calculation of the Accumulation Values includes a charge for
the cost of insurance, as shown in the Table of Guaranteed Monthly Cost of
Insurance Rates.

Calculation of minimum Accumulation Values, nonforfeiture benefits and
Guaranteed Cost of Insurance Rates are based on the Composite 1980 Commissioners
Standard Ordinary Male or Female Mortality Table for the appropriate gender and
age nearest birthday. A detailed statement of the method of computing values
has been filed with the state insurance department where required.

NO DIVIDENDS. This policy will not pay dividends. It will not participate in
any of Our surplus or earnings.

ANNUAL REPORT. We will send You at least once a year, without charge, an annual
report which will show a summary of all transactions since the last report,
including:

1. Premiums paid;

2. Transfers;

3. Expense charges deducted;

Page 19
<PAGE>

4. The cost of insurance deducted;

5. Partial surrender benefits deducted including partial surrender fees;

6. The amount of any outstanding policy loan;

7. Separate Account Unit Values;

8. The current Cash Surrender Value and Accumulation Values; and

9. The Death Benefit Amount.

WHEN THIS POLICY TERMINATES. This policy will terminate if:

1. You request that this policy be terminated;

2. The Insured dies;

3. The policy matures; or

4. The Grace Period ends and there is not sufficient Cash Surrender Value to
cover a Monthly Deduction.

REINSTATEMENT. "Reinstating" means placing Your policy in force after it has
terminated at the end of the Grace Period. We will reinstate this policy if We
receive:

1. Your Written request within 5 years after the end of the Grace Period and
before the Maturity Date;

2. Evidence of insurability satisfactory to Us;

3. Payment of enough premiums so that the policy will remain in force for 2
months; and

4. Payment or reinstatement of any indebtedness.

The reinstated policy will be in force from the Monthly Deduction Day on or
following the date We approve the reinstatement application.

The Accumulation Value at the time of reinstatement will be:

1. The Net Premium allocated in accordance with the premium allocation
percentages at time of lapse unless the reinstatement application provides
otherwise, using Unit Values as of the date of reinstatement; plus

2. Any loan, including loan interest to the next policy anniversary, repaid or
reinstated; less

3. The monthly deduction for one month.

If a person other than the Insured is covered by a rider attached to this
policy, coverage will be reinstated according to that rider.

Page 20
<PAGE>

DEATH BENEFIT CORRIDOR RATES
BASED ON GUIDELINE PREMIUM

ATTAINED ATTAINED
AGE RATE AGE RATE

0-40 2.50 60 1.30
41 2.43 61 1.28
42 2.36 62 1.26
43 2.29 63 1.24
44 2.22 64 1.22
45 2.15 65 1.20
46 2.09 66 1.19
47 2.03 67 1.18
48 1.97 68 1.17
49 1.91 69 1.16
50 1.85 70 1.15
51 1.78 71 1.13
52 1.71 72 1.11
53 1.64 73 1.09
54 1.57 74 1.07
55 1.50 75-90 1.05
56 1.46 91 1.04
57 1.42 92 1.03
58 1.38 93 1.02
59 1.34 94 1.01
95+ 1.00

Page 21
<PAGE>

TABLE OF GUARANTEED MONTHLY COST OF INSURANCE RATES
PER $1,000 OF NET AMOUNT AT RISK

ATTAINED AGE MALE ATTAINED AGE MALE
Nearest Birthday Nearest Birthday
(On Each Policy (On Each Policy
Anniversary) Anniversary)

0 $0.35 50 $0.56
1 0.09 51 0.61
2 0.08 52 0.67
3 0.08 53 0.73
4 0.08 54 0.80

5 0.08 55 0.88
6 0.07 56 0.96
7 0.07 57 1.05
8 0.06 58 1.14
9 0.06 59 1.24

10 0.06 60 1.35
11 0.06 61 1.48
12 0.07 62 1.62
13 0.08 63 1.78
14 0.10 64 1.95

15 0.11 65 2.15
16 0.13 66 2.36
17 0.14 67 2.58
18 0.15 68 2.82
19 0.16 69 3.07

20 0.16 70 3.36
21 0.16 71 3.70
22 0.16 72 4.08
23 0.16 73 4.52
24 0.15 74 5.01

25 0.15 75 5.54
26 0.14 76 6.11
27 0.14 77 6.71
28 0.14 78 7.33
29 0.14 79 7.99

30 0.14 80 8.71
31 0.15 81 9.52
32 0.15 82 10.45
33 0.16 83 11.50
34 0.17 84 12.67

35 0.18 85 13.93
36 0.19 86 15.25
37 0.20 87 16.63
38 0.22 88 18.06
39 0.23 89 19.55

40 0.25 90 21.11
41 0.27 91 22.80
42 0.30 92 24.66
43 0.32 93 26.82
44 0.35 94 29.67

45 0.38 95 33.93
46 0.41 96 41.28
47 0.44 97 56.04
48 0.48 98 83.33
49 0.52 99 83.33

The rates shown above represent the guaranteed (maximum) monthly cost of
insurance for each $1,000 of net amount at risk. If this policy has been issued
in a special (rated) premium class, the guaranteed monthly cost will be
calculated as shown on page 3.

Page 22
<PAGE>

TABLES OF MONTHLY INSTALLMENTS FOR EACH $1,000 OF PROCEEDS

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
OPTION 1 TABLE
INSTALLMENTS FOR A SPECIFIED PERIOD
- --------------------------------------------------------------------------------------------------------
Number Amount of Number Amount of Number Amount of Number Amount of
of Years Monthly of Years Monthly of Years Monthly of Years Monthly
Payable Installments Payable Installments Payable Installments Payable Installments
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
5 $17.91 15 $6.87 25 $4.71 35 $3.82
6 15.14 16 6.53 26 4.59 36 3.76
7 13.16 17 6.23 27 4.47 37 3.70
8 11.68 18 5.96 28 4.37 38 3.65
9 10.53 19 5.73 29 4.27 39 3.60

10 9.61 20 5.51 30 4.18 40 3.55
11 8.86 21 5.32 31 4.10
12 8.24 22 5.15 32 4.02
13 7.71 23 4.99 33 3.95
14 7.26 24 4.84 34 3.88
- --------------------------------------------------------------------------------------------------------

OPTION 3 TABLE
INSTALLMENTS FOR LIFE WITH SPECIFIED MINIMUM PERIOD
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
AGE OF PAYEE GUARANTEED PERIOD AGE OF PAYEE GUARANTEED PERIOD
- -----------------------------------------------------------------------------------------------------------------------
Male 10 Years 15 Years 20 Years Male 10 Years 15 Years 20 Years
- -----------------------------------------------------------------------------------------------------------------------
20* $2.95 $2.94 $2.94 50 $4.05 $4.00 $3.93
21 2.97 2.96 2.96 51 4.11 4.06 3.99
22 2.98 2.98 2.98 52 4.18 4.13 4.04
23 3.00 3.00 3.00 53 4.26 4.19 4.10
24 3.02 3.02 3.02 54 4.34 4.27 4.16

25 3.05 3.04 3.04 55 4.42 4.34 4.22
26 3.07 3.06 3.06 56 4.51 4.42 4.28
27 3.09 3.09 3.08 57 4.60 4.50 4.35
28 3.12 3.11 3.11 58 4.69 4.58 4.41
29 3.14 3.14 3.13 59 4.79 4.66 4.47

30 3.17 3.16 3.16 60 4.90 4.75 4.54
31 3.20 3.19 3.18 61 5.01 4.84 4.60
32 3.22 3.22 3.21 62 5.13 4.94 4.67
33 3.25 3.25 3.24 63 5.26 5.03 4.73
34 3.29 3.28 3.27 64 5.39 5.13 4.79

35 3.32 3.31 3.00 65 5.52 5.23 4.85
36 3.35 3.35 3.33 66 5.66 5.33 4.91
37 3.39 3.38 3.36 67 5.81 5.43 4.97
38 3.43 3.42 3.40 68 5.96 5.53 5.02
39 3.47 3.46 3.44 69 6.12 5.63 5.07

40 3.51 3.50 3.47 70 6.28 5.73 5.11
41 3.55 3.54 3.51 71 6.44 5.82 5.15
42 3.60 3.58 3.55 72 6.61 5.91 5.19
43 3.65 3.63 3.59 73 6.78 6.00 5.23
44 3.70 3.67 3.64 74 6.96 6.08 5.26

45 3.75 3.72 3.68 75 7.13 6.16 5.28
46 3.80 3.77 3.73 76 7.30 6.24 5.31
47 3.86 3.83 3.78 77 7.47 6.31 5.33
48 3.92 3.88 3.83 78 7.64 6.37 5.34
49 3.98 3.94 3.88 79 7.81 6.42 5.36
80** 7.97 6.48 5.37
- -----------------------------------------------------------------------------------------------------------------------
Payments are based upon the age, nearest birthday, of the Payee on the date the first payment is due. If monthly
installments for two or more specified periods for a given age are the same, the specified period of longer duration
will apply.
*Also applies to younger ages. **Also applies to older ages.
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

Page 23
<PAGE>

TABLE OF GUARANTEED MONTHLY COST OF INSURANCE RATES
PER $1,000 OF NET AMOUNT AT RISK

ATTAINED AGE FEMALE ATTAINED AGE FEMALE
Nearest Birthday Nearest Birthday
(On Each Policy (On Each Policy
Anniversary) Anniversary)

0 $0.24 50 $0.41
1 0.07 51 0.44
2 0.07 52 0.48
3 0.07 53 0.51
4 0.06 54 0.55

5 0.06 55 0.59
6 0.06 56 0.63
7 0.06 57 0.67
8 0.06 58 0.71
9 0.06 59 0.75

10 0.06 60 0.79
11 0.06 61 0.85
12 0.06 62 0.92
13 0.06 63 1.01
14 0.07 64 1.11

15 0.07 65 1.23
16 0.08 66 1.35
17 0.08 67 1.47
18 0.08 68 1.59
19 0.09 69 1.72

20 0.09 70 1.86
21 0.09 71 2.05
22 0.09 72 2.27
23 0.09 73 2.55
24 0.10 74 2.88

25 0.10 75 3.25
26 0.10 76 3.67
27 0.10 77 4.11
28 0.11 78 4.59
29 0.11 79 5.11

30 0.11 80 5.71
31 0.12 81 6.39
32 0.12 82 7.19
33 0.13 83 8.12
34 0.13 84 9.18

35 0.14 85 10.34
36 0.15 86 11.60
37 0.16 87 12.97
38 0.17 88 14.45
39 0.19 89 16.05

40 0.20 90 17.79
41 0.22 91 19.72
42 0.24 92 21.89
43 0.26 93 24.44
44 0.28 94 27.67

45 0.30 95 33.93
46 0.32 96 41.28
47 0.34 97 56.04
48 0.36 98 83.33
49 0.39 99 83.33

Page 24
<PAGE>

TABLES OF MONTHLY INSTALLMENTS FOR EACH $1,000 OF PROCEEDS

OPTION 3 TABLE
INSTALLMENTS FOR LIFE WITH SPECIFIED MINIMUM PERIOD
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
AGE OF PAYEE GUARANTEED PERIOD AGE OF PAYEE GUARANTEED PERIOD
- -----------------------------------------------------------------------------------------------------------------------
Female 10 Years 15 Years 20 Years Female 10 Years 15 Years 20 Years
- -----------------------------------------------------------------------------------------------------------------------
20* $2.85 $2.85 $2.85 50 $3.75 $3.73 $3.69
21 2.87 2.87 2.87 51 3.80 3.78 3.74
22 2.89 2.88 2.88 52 3.86 3.84 3.79
23 2.90 2.90 2.90 53 3.92 3.89 3.85
24 2.92 2.92 2.91 54 3.99 3.96 3.90

25 2.94 2.93 2.93 55 4.06 4.02 3.96
26 2.95 2.95 2.95 56 4.13 4.09 4.02
27 2.97 2.97 2.97 57 4.21 4.16 4.08
28 2.99 2.99 2.99 58 4.29 4.23 4.15
29 3.01 3.01 3.01 59 4.37 4.31 4.21

30 3.03 3.03 3.03 60 4.46 4.39 4.28
31 3.06 3.05 3.05 61 4.56 4.47 4.35
32 3.08 3.08 3.07 62 4.66 4.56 4.42
33 3.10 3.10 3.10 63 4.76 4.65 4.49
34 3.13 3.13 3.12 64 4.88 4.75 4.56

35 3.16 3.15 3.15 65 4.99 4.85 4.63
36 3.19 3.18 3.17 66 5.12 4.95 4.70
37 3.21 3.21 3.20 67 5.25 5.05 4.77
38 3.24 3.24 3.23 68 5.39 5.16 4.83
39 3.28 3.27 3.26 69 5.53 5.27 4.90

40 3.31 3.30 3.29 70 5.69 5.38 4.96
41 3.35 3.34 3.33 71 5.85 5.49 5.02
42 3.38 3.37 3.36 72 6.02 5.60 5.08
43 3.42 3.41 3.40 73 6.19 5.71 5.13
44 3.46 3.45 3.43 74 6.37 5.82 5.17

45 3.50 3.49 3.47 75 6.56 5.92 5.21
46 3.55 3.53 3.51 76 6.75 6.02 5.25
47 3.59 3.58 3.56 77 6.95 6.11 5.28
48 3.64 3.63 3.60 78 7.14 6.20 5.30
49 3.69 3.67 3.65 79 7.34 6.28 5.32
80** 7.54 6.35 5.34
- -----------------------------------------------------------------------------------------------------------------------
Payments are based upon the age, nearest birthday, of the Payee on the date the first payment is due. If monthly
installments for two or more specified periods for a given age are the same, the specified period of longer duration
will apply.

*Also applies to younger ages. **Also applies to older ages.
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

Page 25
<PAGE>

TABLE OF GUARANTEED MONTHLY COST OF INSURANCE RATES
PER $1,000 OF NET AMOUNT AT RISK

ATTAINED AGE RATE ATTAINED AGE RATE
Nearest Birthday Nearest Birthday
(On Each Policy (On Each Policy
Anniversary) Anniversary)

0 $0.33 50 $0.53
1 0.09 51 0.58
2 0.08 52 0.63
3 0.08 53 0.69
4 0.08 54 0.75

5 0.07 55 0.82
6 0.07 56 0.89
7 0.07 57 0.97
8 0.06 58 1.05
9 0.06 59 1.14

10 0.06 60 1.24
11 0.06 61 1.35
12 0.07 62 1.47
13 0.08 63 1.61
14 0.09 64 1.77

15 0.10 65 1.95
16 0.12 66 2.14
17 0.13 67 2.34
18 0.14 68 2.54
19 0.14 69 2.77

20 0.15 70 3.02
21 0.15 71 3.32
22 0.14 72 3.66
23 0.14 73 4.05
24 0.14 74 4.49

25 0.14 75 4.98
26 0.14 76 5.50
27 0.13 77 6.04
28 0.13 78 6.60
29 0.14 79 7.21

30 0.14 80 7.87
31 0.14 81 8.63
32 0.15 82 9.49
33 0.15 83 10.49
34 0.16 84 11.59

35 0.17 85 12.78
36 0.18 86 14.05
37 0.19 87 15.39
38 0.21 88 16.80
39 0.22 89 18.30

40 0.24 90 19.89
41 0.26 91 21.63
42 0.29 92 23.60
43 0.31 93 25.88
44 0.33 94 28.87

45 0.36
46 0.39
47 0.42
48 0.46
49 0.49

Page 26
<PAGE>

TABLES OF MONTHLY INSTALLMENTS FOR EACH $1,000 OF PROCEEDS

<TABLE>
<CAPTION>
OPTION 1 TABLE
INSTALLMENTS FOR A SPECIFIED PERIOD
- --------------------------------------------------------------------------------------------------------
Number Amount of Number Amount of Number Amount of Number Amount of
of Years Monthly of Years Monthly of Years Monthly of Years Monthly
Payable Installments Payable Installments Payable Installments Payable Installments
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
5 $17.91 15 $6.87 25 $4.71 35 $3.82
6 15.14 16 6.53 26 4.59 36 3.76
7 13.16 17 6.23 27 4.47 37 3.70
8 11.68 18 5.96 28 4.37 38 3.65
9 10.53 19 5.73 29 4.27 39 3.60

OPTION 3 TABLE
INSTALLMENTS FOR LIFE WITH SPECIFIED MINIMUM PERIOD
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
GUARANTEED PERIOD GUARANTEED PERIOD
- ------------------------------------------------------------------------------------------------------------------------------
AGE OF PAYEE 10 Years 15 Years 20 Years AGE OF 10 Years 15 Years 20 Years
PAYEE
- ------------------------------------------------------------------------------------------------------------------------------
20* $2.89 $2.89 $2.89 50 $3.87 $3.84 $3.79
21 2.91 2.91 2.90 51 3.93 3.90 3.85
22 2.93 2.92 2.92 52 3.99 3.96 3.90
23 2.94 2.94 2.94 53 4.06 4.02 3.95
24 2.96 2.96 2.96 54 4.13 4.08 4.01

25 2.98 2.98 2.98 55 4.21 4.15 4.07
26 3.00 3.00 3.00 56 4.28 4.22 4.13
27 3.02 3.02 3.02 57 4.37 4.30 4.19
28 3.04 3.04 3.04 58 4.45 4.38 4.26
29 3.07 3.06 3.06 59 4.55 4.46 4.32

30 3.09 3.09 3.08 60 4.64 4.54 4.39
31 3.11 3.11 3.11 61 4.74 4.63 4.46
32 3.14 3.14 3.13 62 4.85 4.72 4.52
33 3.17 3.16 3.16 63 4.97 4.81 4.59
34 3.20 3.19 3.18 64 5.08 4.91 4.66

35 3.22 3.22 3.21 65 5.21 5.01 4.73
36 3.26 3.25 3.24 66 5.34 5.11 4.79
37 3.29 3.28 3.27 67 5.48 5.21 4.85
38 3.32 3.31 3.30 68 5.62 5.32 4.92
39 3.36 3.35 3.33 69 5.77 5.42 4.97

40 3.39 3.38 3.37 70 5.93 5.53 5.03
41 3.43 3.42 3.40 71 6.09 5.63 5.08
42 3.47 3.46 3.44 72 6.26 5.73 5.13
43 3.51 3.50 3.48 73 6.44 5.84 5.17
44 3.56 3.54 3.52 74 6.62 5.93 5.21

45 3.60 3.59 3.56 75 6.80 6.03 5.24
46 3.65 3.63 3.60 76 6.98 6.12 5.27
47 3.70 3.68 3.65 77 7.17 6.20 5.30
48 3.76 3.73 3.70 78 7.35 6.27 5.32
49 3.81 3.78 3.74 79 7.54 6.34 5.34
80** 7.72 6.41 5.35
- ------------------------------------------------------------------------------------------------------------------------------
Payments are based upon the age, nearest birthday, of the Payee on the date the first payment is due. If monthly installments for
two or more specified periods for a given age are the same, the specified period of longer duration will apply.

*Also applies to younger ages. **Also applies to older ages.
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Page 27
<PAGE>

AMERICAN GENERAL LIFE
INSURANCE COMPANY

For Information, Service or to make a Complaint

Contact your Servicing Agent, or our VUL Administration.

2727-A Allen Parkway
P.O. Box 4880
Houston, Texas 77210-4880

1-888-436-4963

[AMERICAN GENERAL LOGO]

A STOCK COMPANY
_______________________
A Subsidiary of American General Corporation

Page 28

<PAGE>

Exhibit 10(a)
<TABLE>
<S> <C> <C>
Part A Single Insured American
Life Insurance Application General
[_] American General Life Insurance Company, Houston, TX Financial Group
[_] The Old Line Life Insurance Company of America, Milwaukee, WI
[_] All American Life Insurance Company, Springfield, IL
[_] The Franklin Life Insurance Company, Springfield, IL
[_] The American Franklin Life Insurance Company, Springfield, IL

Members of American General Financial Group. American General Financial Group is a marketing name for
American General Corporation and its subsidiaries.

In this application, the "Company" refers to the insurance company whose name is checked above.

The insurance company checked above is SOLELY responsible for the obligation and payment of benefits
under any policy that it may issue. No other company shown is responsible for such obligations or
payments.
- ------------------------------------------------------------------------------------------------------------------------------------
Personal Information
- ------------------------------------------------------------------------------------------------------------------------------------
Proposed Name_______________________________________________________________ Social Security #____________________
insured Address____________________________________________________________________________________ Zip__________
Home phone #______________________________________________ Work phone #__________________________________
E-mail address___________________________________________________________________________________________
Sex: [_] male [_] female Birthplace (city, state, country)________________________________________
Date of birth_______________________________ Drivers license #___________________ State__________________
U.S. citizen: [_] yes [_] no If no, date of entry__________________ Type of visa______________________
Employer_________________________________________________________________________________________________
Occupation and duties____________________________________________________________ Income:________________
Tobacco use
Have you ever used any form of tobacco or nicotine products? [_] yes [_] no
Date of last use_______________ Type of tobacco or nicotine products_____________________________________
- ------------------------------------------------------------------------------------------------------------------------------------
Product Information
- ------------------------------------------------------------------------------------------------------------------------------------
Product name_____________________________________________________________________________________________
(If a variable product, complete appropriate supplement.)
Amount applied for $________________________ Reason for insurance (If more space is needed, use
"Remarks" section.)
________________________________________________________________________________________________________
________________________________________________________________________________________________________
________________________________________________________________________________________________________
________________________________________________________________________________________________________
________________________________________________________________________________________________________

- ------------------------------------------------------------------------------------------------------------------------------------
Riders [_] Waiver of premium [_] Accidental death benefit $______________________
[_] Waiver of monthly deduction [_] Other rider(s)__________________________________
[_] Waiver of monthly guarantee premium ____________________________________________________
____________________________________________________
- ------------------------------------------------------------------------------------------------------------------------------------
Dividend options For participating policy only
[_] Cash [_] Premium reduction [_] Paid-up additions [_] Deposit earning interest
[_] Other (explain)______________________________________________________________________________________
- ------------------------------------------------------------------------------------------------------------------------------------
Death benefit For universal life only
options [_] Level__________________________________________ [_] Increasing______________________________________
Page 1
</TABLE>
<PAGE>

<TABLE>
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Beneficiary Primary
Name__________________________________________ Relationship_____________________ % share_________________
Name__________________________________________ Relationship_____________________ % share_________________
Contingent
Name__________________________________________ Relationship_____________________ % share_________________
Name__________________________________________ Relationship_____________________ % share_________________
Complete if beneficiary is a trust.
Exact name of trust______________________________________________________________________________________
Trust ID #_______________________________________________________________ Date of trust__________________
Current trustee(s)_______________________________________________________________________________________
- ------------------------------------------------------------------------------------------------------------------------------------
Other life Indicate life insurance policies or annuities in force or pending for the proposed insured.
insurance or Type: i = individual, b = business, g = group, p = pending life insurance or annuity
annuities Policy Insurance Type Year of Amount Replacement*
number company issue
[_] Check if none _______________ _________________ ______________ ____________ $_____________ [_] yes [_] no
_______________ _________________ ______________ ____________ $_____________ [_] yes [_] no
_______________ _________________ ______________ ____________ $_____________ [_] yes [_] no
_______________ _________________ ______________ ____________ $_____________ [_] yes [_] no
* Replacement means that the insurance being applied for may replace, change, or use any monetary value
of any existing or pending life insurance policy or annuity. If replacement may be involved, complete and
submit replacement-related forms.
- ------------------------------------------------------------------------------------------------------------------------------------
Owner [_] Primary proposed insured [_] Someone other than a proposed insured or trust
[_] Trust:
Complete if owner is a trust.
Exact name of trust______________________________________________________________________________________
Trust ID #________________________________________________ Date of trust_________________________________
Current trustee(s)_______________________________________________________________________________________
Complete if someone other than the proposed insured or trust is the owner.
Name__________________________________________________________________________ Home phone #______________
Address_____________________________________________ City, State________________________ Zip_____________
Social Security or Tax ID #_________________________________________ Date of birth_______________________
Relationship to proposed insured_________________________________________________________________________
- ------------------------------------------------------------------------------------------------------------------------------------
Premium payment [_] Single premium: $__________ [_] Modal premium: $_________ [_] Additional initial premium: $_________
Frequency of modal premium
[_] Annual [_] Semi-annual [_] Quarterly [_] Monthly Amount submitted with application $_____________
Method
[_] Direct billing [_] Automatic bank draft
[_] List bill: number
[_] Other________________________________________________________________________________________________
Premium payor
Complete if other than owner.
Name_________________________________________________________________ Social Security #_________________
Address_________________________________________________________________________________________________
Zip_________________________________________ Home phone #_______________________________________________
- ------------------------------------------------------------------------------------------------------------------------------------
Remarks ________________________________________________________________________________________________________
________________________________________________________________________________________________________
________________________________________________________________________________________________________
________________________________________________________________________________________________________
________________________________________________________________________________________________________
Page 2
</TABLE>
<PAGE>

<TABLE>
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Your Signature
- ------------------------------------------------------------------------------------------------------------------------------------
Authorization I hereby give my consent to any of the entities listed below to give to the Company or its legal
to obtain and representative, all information they have pertaining to: my medical consultations, treatments,
disclose or surgeries; hospital confinements, which concern my physical and mental condition; my use of drugs
information and or alcohol; or any other non-medical information. Non-medical information could include items such as:
declaration personal finances; habits; hazardous avocations; motor vehicle or court records; or foreign travel, etc.
The list of entities for which I give my consent to provide the information above is as follows: any
physician or medical practitioner; any hospital, clinic or other health care facility; any insurance or
reinsurance company; any consumer reporting agency or insurance support organization; my employer; or
the Medical Information Bureau (MIB).

I understand the information obtained will be used by the Company to determine eligibility for insurance
and eligibility for benefits under an existing policy. The Company may disclose such information
and any information developed during its evaluation of my application to: its reinsurers; MIB; other
insurance companies; other persons or organizations performing business or legal services in connection
with my application or claim; me; any physician designated by me; or any person or entity required to
receive such information by law or as I may further consent.

I, as well as any person authorized to act on my behalf, may upon written request, obtain a copy of this
consent from the Company.

This consent will be valid for 30 months from the date of this application. I agree that a photocopy of
this consent will be as valid as the original. I authorize the Company to obtain an investigative
consumer report on me. I understand that I may: request to be interviewed in connection with the
preparation of the report; and receive, upon written request, a copy of such report.

[_] Check if you wish to be interviewed.

I have read the above statements or they have been read to me. The above statements are true and complete
to the best of my knowledge and belief. I understand that this application: (1) will consist of Part A,
Part B, and, if applicable, Part C and related forms; and (2) shall be the basis for any policy issued on
this application. I understand that any misrepresentation contained in this application and relied on by
the Company may be used to: reduce or deny a claim or void the policy, if it is within its contestable
period and if such misrepresentation materially affects the acceptance of the risk. Except as may be
provided in a Limited Temporary Life Insurance Agreement (LTLIA) for which all eligibility requirements
are met, I understand and agree that no insurance will be in effect pursuant to this application, or
under any policy issued by the Company, unless or until: the policy has been delivered and accepted; the
full first modal premium for the issued policy has been paid; and there has been no change in the health
of any proposed insured that would change the answers to any questions in the application.

I understand and agree that no agent is authorized to: accept risks or pass upon insurability; make or
modify contracts; or waive any of the Company's rights or requirements.

I have received a copy of the Notice to Proposed Insured regarding Fair Credit Reporting Act; the MIB;
Insurance information practices; and telephone interview information.

Limited Temporary Life Insurance - If eligible, I have received and accepted the LTLIA. Temporary
insurance is available only if: the full first modal premium is submitted with this application and only
"no" answers have been given by the proposed insured to the "Health and Age" questions in the LTLIA.

Under penalties of perjury, I certify: that the number shown on this application is my correct Social
Security or Tax ID number; and that I am not subject to backup withholding under Section 3406(a)(1)(C) of
the Internal Revenue Code. The Internal Revenue Service does not require my consent to any provision of
this document other than the certifications required to avoid backup withholding.
- ------------------------------------------------------------------------------------------------------------------------------------
Signatures X Owner____________________________________________________________ Date_________________________________
Signed at (city, state)__________________________________________________________________________________
X Witness__________________________________________________________ Date_________________________________
X Proposed insured_________________________________________________ Date_________________________________
(If under age 15, signature of parent or guardian)
If the Company needs to contact the proposed insured, when would be the best time to call ?
Time_____________________________________________________ Day of the week________________________________
Date_____________________________________________________ Phone number___________________________________
I certify that I have truthfully and accurately recorded on the Part A application the information
supplied by the proposed insured.
Agent name (please print)________________________________________________________________________________
Agent #__________________________________________________ State license #________________________________
X Agent____________________________________________________________ Date_________________________________

Page 3
</TABLE>
<PAGE>

<TABLE>
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Agent's Report
- ------------------------------------------------------------------------------------------------------------------------------------
Number of years you have known proposed insured__________________________________________________________
Have you scheduled a medical exam, inspection report, blood profile, urinalysis, or APS? [_] yes [_] no
If yes, please provide name of examiner, clinic, date, and the type of report ordered.___________________
_________________________________________________________________________________________________________
- ------------------------------------------------------------------------------------------------------------------------------------
Statements Did you personally see the proposed insured on the date of this application, ask each question, and
accurately record the answers yourself? [_] yes [_] no If no, please provide details in the
"Remarks" section below.

Do you have any information that indicates that the proposed insured may replace, change, or use any
monetary value of any existing or pending life insurance policy or annuity with any company in
connection with the purchase of insurance? [_] yes [_] no If yes, please provide details in the
"Remarks" section below and attach all replacement-related forms.

Are you aware of any information that would adversely affect the proposed insured's eligibility,
acceptability, or insurability? [_] yes [_] no If yes, please provide details in the "Remarks"
section below, and do not provide limited temporary life insurance.

Did you provide client with LTLIA? [_] yes [_] no

Has the proposed insured or the owner submitted an application for coverage with any of the American
General life insurance companies within the last 30 days? [_] yes [_] no

If proposed insured is a child, what amount of insurance is in force on the father $_____________________
and/or mother $_______________________________?

Are you related by blood or marriage to the proposed insured? [_] yes [_] no (If yes, relationship)

Remarks (Please include information on any split dollar, collateral assignment, etc.)____________________
_________________________________________________________________________________________________________
_________________________________________________________________________________________________________
_________________________________________________________________________________________________________
_________________________________________________________________________________________________________
_________________________________________________________________________________________________________
_________________________________________________________________________________________________________
_________________________________________________________________________________________________________
_________________________________________________________________________________________________________
_________________________________________________________________________________________________________
- ------------------------------------------------------------------------------------------------------------------------------------
Commission Please list servicing agent first.
Agent(s) to receive commission Agency number Agent number Percent of commission
________________________________________ ____________________ _______________ ___________________________
________________________________________ ____________________ _______________ ___________________________
________________________________________ ____________________ _______________ ___________________________
________________________________________ ____________________ _______________ ___________________________
X Writing agent______________________________________________ Date_______________________________________
Social Security or Tax ID #__________________________________ Phone #____________________________________
Primary appointing company_______________________________________________________________________________
Client #_________________________________________________________________________________________________
If applicable:
Broker-Dealer(s)_________________________________________________________________________________________
Contact person________________________________________ Processing center_________________________________
Phone #_______________________________________________ Fax #_____________________________________________
If other than writing agent, send policy/delivery requirements to:_______________________________________
_________________________________________________________________________________________________________
</TABLE>
AGLC 0033-99 AR
<PAGE>

<TABLE>
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Limited Temporary Life Insurance Agreement
- ------------------------------------------------------------------------------------------------------------------------------------
[_] American General Life Insurance Company, Houston, TX
[_] The Old Line Life Insurance Company of America, Milwaukee, WI
[_] All American Life Insurance Company, Springfield, IL
[_] The Franklin Life Insurance Company, Springfield, IL
[_] The American Franklin Life Insurance Company, Springfield, IL

In this application, the "Company" refers to the insurance company whose name is checked above.

During the last two years, have you had a heart attach, stroke, cancer, diabetes, or
disorder of the immune system; or have you been confined in a hospital or other health
care facility or been advised to have any diagnostic test or surgery not yet performed? [_] yes [_] no

Are you age 71 or above? [_] yes [_] no
- ------------------------------------------------------------------------------------------------------------------------------------
Premium Received $________________________________________________ Date__________________________________________
payment All premium checks must be made payable to the Company. Do not make check payable to the agent or leave
payee blank.

Note: Agent does not have the authority to accept a premium (including automatic bank draft check, salary
savings, or government allotment) with this application if the conditions in "Authorization to obtain and
disclose information and declaration" cannot be met or if any part of the "Health and Age questions" have
been answered "yes" by the proposed insured, answered falsely, or left blank.
- ------------------------------------------------------------------------------------------------------------------------------------
Conditions of 1. The first modal premium must be paid with Part A of the application.
temporary life 2. The answer to both of the above "Health and Age questions" must be "no".
insurance 3. Upon receiving proof of the death of the proposed insured during the period covered by this
agreement, the total amount that will be paid by the Company pursuant to this and any other
limited temporary life insurance agreements covering the proposed insured will be the lesser of:
. the plan amount the proposed insured applied for; or
. $500,000 plus the amount of any premium paid for coverage in excess of $500,000.
The Company will pay this sum to the beneficiary named in the application. If death is due to
suicide, payment will be limited to the amount of premium paid.
4. Coverage under this agreement will begin on the date the later of the following events have been
completed:
. this Limited Temporary Life Insurance Agreement (LTLIA) has been signed by
the proposed insured; or
. all required medical examinations have been taken.
5. Coverage under this agreement will end on the earliest of the following dates:
. the date the policy as applied for is delivered and accepted;
. the date the Company declines the application;
. the date the Company states the application will not be considered on a prepaid basis;
. 60 days from the date coverage begins under this agreement; or
. the date the Company issues a policy other than as applied for.
6. The prepayment for this temporary insurance will be:
. applied to the first premium due if the policy is issued as applied for; or
. refunded if the Company declines the application or if the owner does not accept the policy; or
. applied to the first premium if a policy is issued other than as applied for and is accepted.
7. Any misrepresentation contained in this agreement and relied on by the Company may be used to deny a
claim on or void this agreement.
No changes may be made in the terms and conditions of this agreement. No statement that tries to
make such a change will bind the Company.

X Owner______________________________________________________________________ Date______________________
Signed at (city, state)_________________________________________________________________________________
X Witness____________________________________________________________________ Date______________________
X Proposed insured___________________________________________________________ Date______________________
(If under age 15, signature of parent or guardian)
I certify that I have truthfully and accurately recorded on the LTLIA the information supplied by the
proposed insured.
Agent name (please print)_______________________________________________________________________________
Agent #__________________________________________________ State license #_______________________________
X Agent______________________________________________________________________ Date______________________
</TABLE>
<PAGE>

<TABLE>
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Bank Draft Information
- ------------------------------------------------------------------------------------------------------------------------------------
[_] American General Life Insurance Company, Houston, TX
[_] The Old Line Life Insurance Company of America, Milwaukee, WI
[_] All American Life Insurance Company, Springfield, IL
[_] The Franklin Life Insurance Company, Springfield, IL
[_] The American Franklin Life Insurance Company, Springfield, IL

The company checked above will withdraw the premiums from the specified account. This company will be
referred to hereafter as the "Company." "You," your," "I," and "me" refer to the accountholder whose
name appears below.
- ------------------------------------------------------------------------------------------------------------------------------------
How automatic Automatic bank draft is a debit service that offers a convenient way to pay life insurance premiums.
bank draft works The Company will collect the life insurance premiums from your bank account electronically--you do
not need to write checks or mail in any payments. Premium withdrawals will appear on your bank
statement, and your statements will be your receipt for payment of your premium.
- ------------------------------------------------------------------------------------------------------------------------------------
Automatic bank I authorize the Company to electronically withdraw money from my account at
draft agreement (name of bank)_____________________________________________________________
(bank address)_____________________________________________________________
___________________________________________________________________________
(Type of account [_] Checking [_] Savings)
for the payment of premiums and other charges on the insurance policy. I authorize the Company to
continue to make these withdrawals if there is a conversion, renewal, or other change in the policy.
I will compensate the Company for any loss, claim, or liability caused by these withdrawals and
will not hold the Company responsible for any such loss, claim, or liability.

This authorization will not affect the terms of the policy. If the premiums are not paid within the
grace period allowed, the policy may lapse, and it will be subject to any applicable nonforfeiture
provision. Authorizing this automatic payment plan does not put the insurance policy into effect.

This authorization may be retracted by me or the Company at any time for any reason by giving
written notice. The Company may retract the authorization immediately, without giving me written
notice, if any debt is not paid by the bank stated above for any reason.

Name of proposed insured________________________________________________________________________________
Premium amount $________________________________________________________________________________________
Frequency: [_] annual [_] semi-annual [_] quarterly [_] monthly
Preferred withdrawal date_______________________________________________________________________________
[_] Please debit my account for all outstanding premiums due.
X Signature of accountholder____________________________________________________________________________
Print name______________________________________________________________________________________________

Please attach voided check.
</TABLE>
<PAGE>

<TABLE>
<S> <C> <C>
Detach this page and leave it with the proposed insured.
- ------------------------------------------------------------------------------------------------------------------------------------
Notice To The Proposed Insured
- ------------------------------------------------------------------------------------------------------------------------------------
You have applied for life insurance with one of the following companies: American General Life Insurance
Company, The Old Line Life Insurance Company of America, All American Life Insurance Company, The
Franklin Life Insurance Company, or The American Franklin Life Insurance Company. "Company" refers to the
company with which you have applied for insurance. This notice is provided on behalf of that company.
- ------------------------------------------------------------------------------------------------------------------------------------
Fair Credit Pursuant to the Federal Fair Credit Reporting Act, as amended (15 U.S.C. 1681d), notice is hereby given
Reporting Act that, as a component of our underwriting process relating to your application for life insurance, the
Company may request an investigative consumer report that may include information about your character,
general reputation, personal characteristics, and mode of living.

This information may be obtained through personal interviews with your neighbors, friends, associates,
and others with whom you are acquainted or who may have knowledge concerning any such items of
information. You have a right to request in writing, within a reasonable period of time after receiving
this notice, a complete and accurate disclosure of the nature and scope of the investigation the Company
requests. You should direct this written request to the Company at:

P. O. Box 1931
Houston, TX 77251-1931

Upon receipt of such a request, the Company will respond by mail within five business days.

To make it easier to use its products and services, the Company may share information about you with its
affiliates beyond the 30 month period described in "Authorization to Obtain and Disclose Information and
Declaration." You should notify the Company in writing at the address above if you do not want the
Company to share this information with its affiliates.
- ------------------------------------------------------------------------------------------------------------------------------------
Medical The designated insurer or its reinsurers may make a brief report regarding your insurability to the
Information Medical Information Bureau (MIB), a non-profit membership organization of life insurance companies
Bureau that operates an information exchange on behalf of its members. If you apply to another MIB-member
company for life or health insurance or a claim for benefits is submitted to such a company, the MIB
will supply such company with the information they have about you.

At your request, the MIB will disclose any information it has in your file. If you question the
accuracy of information in the MIB's file, you may seek a correction in accordance with the
procedures set forth in the Federal Fair Credit Reporting Act. The address and phone number of
the MIB's information office are:

P. O. Box 105
Essex Station
Boston, Massachusetts 01112
(617) 426-3660

The designated insurer, or its reinsurer, may also release information in its file to other life
insurance companies to whom you may apply for life or health insurance, or to whom a claim for benefits
may be submitted.
- ------------------------------------------------------------------------------------------------------------------------------------
Insurance To issue an insurance policy, we need to obtain information about you. Some of that information will
information come from you, and some will come from other sources. This information may in certain circumstances be
practices disclosed to third parties without your specific authorization as permitted by law.

You have the right to access and correct this information, except information that relates to a claim
or a civil or criminal proceeding.

Upon your written request, the Company will provide you with a more detailed written notice explaining
the types of information that may be collected, the types of sources and investigative techniques that
may be used, the types of disclosures that may be made and the circumstances under which they may be
made without your authorization, a description of your rights to access and correct information, and
the role of insurance support organizations with regard to your information.

If you desire additional information on Insurance Information Practices you should direct your requests
to the Company at:

P. O. Box 1931
Houston, TX 77251-1931

- ------------------------------------------------------------------------------------------------------------------------------------
Telephone To help process your application as soon as possible, the Company may have one of its representatives
interview call you by telephone, at your convenience, and obtain additional underwriting information.
information

</TABLE>
AGLC 0033-99 NPI

<PAGE>

<TABLE>
<S> <C> <C>
Part A Multiple Insured American
Life Insurance Application General
[_] American General Life Insurance Company, Houston, TX Financial Group
[_] The Old Line Life Insurance Company of America, Milwaukee, WI
[_] All American Life Insurance Company, Springfield, IL
[_] The Franklin Life Insurance Company, Springfield, IL
[_] The American Franklin Life Insurance Company, Springfield, IL

Members of American General Financial Group. American General Financial Group is a marketing name for
American General Corporation and its subsidiaries.

In this application, the "Company" refers to the insurance company whose name is checked above.

The insurance company checked above is SOLELY responsible for the obligation and payment of benefits
under any policy that it may issue. No other company shown is responsible for such obligations or
payments.
- ------------------------------------------------------------------------------------------------------------------------------------
Personal Information
- ------------------------------------------------------------------------------------------------------------------------------------
Primary Proposed Name_______________________________________________________________ Social Security #____________________
insured Address____________________________________________________________________________________ Zip__________
Home phone #______________________________________________ Work phone #__________________________________
E-mail address___________________________________________________________________________________________
Sex: [_] male [_] female Birthplace (city, state, country)________________________________________
Date of birth_______________________________ Drivers license #___________________ State__________________
U.S. citizen: [_] yes [_] no If no, date of entry__________________ Type of visa______________________
Employer_________________________________________________________________________________________________
Occupation and duties____________________________________________________________ Income:________________
Tobacco use
Have you ever used any form of tobacco or nicotine products? [_] yes [_] no
Date of last use_______________ Type of tobacco or nicotine products_____________________________________
- ------------------------------------------------------------------------------------------------------------------------------------
Other Proposed Name_______________________________________________________________ Social Security #____________________
insured Address____________________________________________________________________________________ Zip__________
Home phone #______________________________________________ Work phone #__________________________________
Relationship to primary proposed insured__________________ E-mail address________________________________
Sex: [_] male [_] female Birthplace (city, state, country)________________________________________
Date of birth_______________________________ Drivers license #___________________ State__________________
U.S. citizen: [_] yes [_] no If no, date of entry__________________ Type of visa______________________
Employer_________________________________________________________________________________________________
Occupation and duties____________________________________________________________ Income:________________
Tobacco use
Have you ever used any form of tobacco or nicotine products? [_] yes [_] no
Date of last use_______________ Type of tobacco or nicotine products_____________________________________
- ------------------------------------------------------------------------------------------------------------------------------------
Page 1
</TABLE>
<PAGE>

<TABLE>
<S> <C> <C>
CHILD RIDER Complete if a proposed insured requests child riders. If more than three children, list information
in the "Remarks" section.
Child name ______________________________________________________________________________________________
Sex: [ ] male [ ] female Birthplace (city, state, country) _______________________________________
Date of birth ______________________ Height: ft. ________ in. _______ Weight: lbs. _________________
Child name ______________________________________________________________________________________________
Sex: [ ] male [ ] female Birthplace (city, state, country) _______________________________________
Date of birth ______________________ Height: ft. ________ in. _______ Weight: lbs. _________________
Child name ______________________________________________________________________________________________
Sex: [ ] male [ ] female Birthplace (city, state, country) _______________________________________
Date of birth ______________________ Height: ft. ________ in. _______ Weight: lbs. _________________
- ------------------------------------------------------------------------------------------------------------------------------------
Product Information
- ------------------------------------------------------------------------------------------------------------------------------------
Product name_____________________________________________________________________________________________
(If a variable product, complete appropriate supplement.)
Amount applied for $________________________ Reason for insurance (If more space is needed, use
"Remarks" section.)
________________________________________________________________________________________________________
________________________________________________________________________________________________________
________________________________________________________________________________________________________

- ------------------------------------------------------------------------------------------------------------------------------------
Business Does the proposed insured have an ownership interest in the business? [_] yes [_] no
coverage If yes, what is primary proposed insured's percentage of ownership? _____________________%
(Complete only if If yes, what is other proposed insured's percentage of ownership? _____________________%
applying for business If buy-sell, stock redemption, or key person insurance, will all partners or key people be covered?
coverage) [_] yes [_] no
Describe any special circumstances.______________________________________________________________________
_________________________________________________________________________________________________________
- ------------------------------------------------------------------------------------------------------------------------------------
Riders [_] Waiver of premium
[_] Waiver of monthly deduction [_] Accidental death benefit $______________________
[_] Waiver of monthly guarantee premium [_] Other insured $_________________________________
[_] Spouse $__________________ Plan________________ [_] Other rider(s)__________________________________
[_] Child $________________________________________ ____________________________________________________
- ------------------------------------------------------------------------------------------------------------------------------------
Dividend options For participating policy only
[_] Cash [_] Premium reduction [_] Paid-up additions [_] Deposit earning interest
[_] Other (explain)______________________________________________________________________________________
- ------------------------------------------------------------------------------------------------------------------------------------
Death benefit For universal life only
options [_] Level__________________________________________ [_] Increasing______________________________________
Page 2
</TABLE>

<PAGE>

RIDER BENEFICIARIES

Spouse rider _________________________________________ Child rider ______________________________________
- ------------------------------------------------------------------------------------------------------------------------------------
Other life Indicate life insurance policies or annuities in force or pending for the proposed insured(s).
insurance or Type: i = individual, b = business, g = group, p = pending life insurance or annuity
annuities NAME OF POLICY INSURANCE TYPE YEAR OF AMOUNT REPLACEMENT*
PROPOSED INSURED NUMBER COMPANY ISSUE
[_] Check if none _______________ _________________ ______________ __________ ______ $_____________ [_] yes [_] no
_______________ _________________ ______________ __________ ______ $_____________ [_] yes [_] no
_______________ _________________ ______________ __________ ______ $_____________ [_] yes [_] no
_______________ _________________ ______________ __________ ______ $_____________ [_] yes [_] no
* Replacement means that the insurance being applied for may replace, change, or use any monetary value
of any existing or pending life insurance policy or annuity. If replacement may be involved, complete and
submit replacement-related forms.
- ------------------------------------------------------------------------------------------------------------------------------------
Owner [_] Primary proposed insured [_] Other proposed insured
[_] Someone other than a proposed insured or trust
[_] Trust:
Complete if owner is a trust.
Exact name of trust______________________________________________________________________________________
Trust ID #________________________________________________ Date of trust_________________________________
Current trustee(s)_______________________________________________________________________________________
Complete if someone other than the proposed insured or trust is the owner.
Name__________________________________________________________________________ Home phone #______________
Address_____________________________________________ City, State________________________ Zip_____________
Social Security or Tax ID #_________________________________________ Date of birth_______________________
Relationship to proposed insured_________________________________________________________________________
- ------------------------------------------------------------------------------------------------------------------------------------
Premium payment [_] Single premium: $__________ [_] Modal premium: $_________ [_] Additional initial premium: $_________
Frequency of modal premium
[_] Annual [_] Semi-annual [_] Quarterly [_] Monthly Amount submitted with application $_____________
Method
[_] Direct billing [_] Automatic bank draft
[_] List bill: number
[_] Other________________________________________________________________________________________________
Premium payor
Complete if other than owner.
Name_________________________________________________________________ Social Security #_________________
Address_________________________________________________________________________________________________
Zip_________________________________________ Home phone #_______________________________________________
Page 3

</TABLE>

<PAGE>

<TABLE>
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Remarks ________________________________________________________________________________________________________
________________________________________________________________________________________________________
________________________________________________________________________________________________________
________________________________________________________________________________________________________
________________________________________________________________________________________________________
- ------------------------------------------------------------------------------------------------------------------------------------
Your Signature
- ------------------------------------------------------------------------------------------------------------------------------------
Authorization I hereby give my consent to any of the entities listed below to give to the Company or its legal
to obtain and representative, all information they have pertaining to: my medical consultations, treatments,
disclose or surgeries; hospital confinements, which concern the physical and mental condition of me, my spouse, or
my use of drugs my minor children; my use of drugs or alcohol; or any other non-medical information. Non-medical
information and information could include items such as: personal finances; habits; hazardous avocations; motor vehicle
declaration or court records; or foreign travel, etc. The list of entities for which I give my consent to provide the
information above is as follows: any physician or medical practitioner; any hospital, clinic or other
health care facility; any insurance or reinsurance company; any consumer reporting agency or insurance
support organization; my employer; or the Medical Information Bureau (MIB).

I, as well as any person authorized to act on my behalf, may upon written request, obtain a copy of this
consent from the Company.

[_] Check if you wish to be interviewed.

I understand and agree that no agent is authorized to: accept risks or pass upon insurability; make or
modify contracts; or waive any of the Company's rights or requirements.

I have received a copy of the Notice to Proposed Insured regarding Fair Credit Reporting Act; the MIB;
Insurance information practices; and telephone interview information.

Limited Temporary Life Insurance - If eligible, I have received and accepted the LTLIA. Temporary
insurance is available only if: the full first modal premium is submitted with this application and only
"no" answers have been given by any proposed insured to the "Health and Age" questions in the LTLIA.

Under penalties of perjury, I certify: that the number shown on this application is my correct Social
Security or Tax ID number; and that I am not subject to backup withholding under Section 3406(a)(1)(C) of
the Internal Revenue Code. The Internal Revenue Service does not require my consent to any provision of
this document other than the certifications required to avoid backup withholding.
- ------------------------------------------------------------------------------------------------------------------------------------
Signatures X Owner____________________________________________________________ Date_________________________________
Signed at (city, state)__________________________________________________________________________________
X Witness__________________________________________________________ Date_________________________________
X Primary proposed insured_________________________________________ Date_________________________________
(If under age 15, signature of parent or guardian)
X Other proposed insured___________________________________________ Date_________________________________
If the Company contacts the proposed insured(s), when would be the best time to call?
Time_____________________________________________________ Day of the week________________________________
Date_____________________________________________________ Phone #________________________________________
I certify that I have truthfully and accurately recorded on the Part A application the information
supplied by the proposed insured(s).
Agent name (please print)________________________________________________________________________________
Agent #__________________________________________________ State license #________________________________
X Agent____________________________________________________________ Date_________________________________

Page 4
</TABLE>

<PAGE>

<TABLE>
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Agent's Report
- ------------------------------------------------------------------------------------------------------------------------------------
Number of years you have known: primary proposed insured other proposed insured
_________________________________________________________________________________________________________
Have you scheduled a medical exam, inspection report, blood profile, urinalysis, or APS? [_] yes [_] no
If yes, please provide name of examiner, clinic, date, and the type of report ordered.___________________
_________________________________________________________________________________________________________
- ------------------------------------------------------------------------------------------------------------------------------------
Statements Did you personally see the proposed insured(s) on the date of this application, ask each question, and
accurately record the answers yourself? [_] yes [_] no If no, please provide details in the
"Remarks" section below.

Do you have any information that indicates that any proposed insured may replace, change, or use any
monetary value of any existing or pending life insurance policy or annuity with any company in
connection with the purchase of insurance? [_] yes [_] no If yes, please provide details in the
"Remarks" section below and attach all replacement-related forms.

Did you provide client with LTLIA? [_] yes [_] no

Have any of the proposed insured or the owner submitted an application for coverage with any of the
American General life insurance companies within the last 30 days? [_] yes [_] no

If primary proposed insured is a child, what amount of insurance is in force on the father
$_____________________ and/or mother $_______________________________?

Are you related by blood or marriage to the proposed insured? [_] yes [_] no (If yes, relationship)
_________________________________________________________________________________________________________
Remarks (Please include information on any split dollar, collateral assignment, etc.)____________________
_________________________________________________________________________________________________________
_________________________________________________________________________________________________________
_________________________________________________________________________________________________________
_________________________________________________________________________________________________________
_________________________________________________________________________________________________________
_________________________________________________________________________________________________________
_________________________________________________________________________________________________________
_________________________________________________________________________________________________________
_________________________________________________________________________________________________________
- ------------------------------------------------------------------------------------------------------------------------------------
Commission Please list servicing agent first.
Agent(s) to receive commission Agency number Agent number Percent of commission
________________________________________ ____________________ _______________ ___________________________
________________________________________ ____________________ _______________ ___________________________
________________________________________ ____________________ _______________ ___________________________
________________________________________ ____________________ _______________ ___________________________
X Writing agent______________________________________________ Date_______________________________________
Social Security or Tax ID #__________________________________ Phone #____________________________________
Primary appointing company_______________________________________________________________________________
Client #_________________________________________________________________________________________________
If applicable:
Broker-Dealer(s)_________________________________________________________________________________________
Contact person________________________________________ Processing center_________________________________
Phone #_______________________________________________ Fax #_____________________________________________
If other than writing agent, send policy/delivery requirements to:_______________________________________
_________________________________________________________________________________________________________
</TABLE>

<PAGE>

In this application, the "Company" refers to the insurance company whose name is checked above.

During the last two years, have you had a heart attach, stroke, cancer,
diabetes, or disorder of the immune system; or have you been confined in
a hospital or other health care facility or been advised to have any
diagnostic test or surgery not yet performed? [_] yes [_] no [_] yes [_] no

Are you age 71 or above? [_] yes [_] no [_] yes [_] no
- ------------------------------------------------------------------------------------------------------------------------------------
Premium Received $________________________________________________ Date__________________________________________
payment All premium checks must be made payable to the Company. Do not make check payable to the agent or leave
payee blank.

Note: Agent does not have the authority to accept a premium (including automatic bank draft check, salary
savings, or government allotment) with this application if the conditions in "Authorization to obtain and
disclose information and declaration" cannot be met or if any part of the "Health and Age questions" have
been answered "yes" by any proposed insured, answered falsely, or left blank.
- ------------------------------------------------------------------------------------------------------------------------------------
Conditions of 1. The first modal premium must be paid with Part A of the application.
temporary life 2. The answer to both of the above "Health and Age questions" must be "no" for both proposed insureds.
insurance 3. Upon receiving proof of the death of the primary proposed insured--or of both proposed insureds if
this is a joint life or surivorship policy--during the period covered by this agreement, the total
amount that will be paid by the Company pursuant to this and any other limited temporary life
insurance agreements covering the proposed insured(s) will be the lesser of:
. the plan amount the proposed insured(s) applied for; or
. $500,000 plus the samount of any premium paid for coverage in excess of $500,000.
The Company will pay this sum to the beneficiary named in the application. If death is due to
suicide, payment will be limited to the amount of premium paid.
4. Coverage under this agreement will begin on the date the later of the following events have been
completed:
. this Limited Temporary Life Insurance Agreement (LTLIA) has been signed by
the proposed insured(s); or
. all required medical examinations have been taken.
5. Coverage under this agreement will end on the earliest of the following dates:
. the date the policy as applied for is delivered and accepted;
. the date the Company declines the application;
. the date the Company states the application will not be considered on a prepaid basis;
. 60 days from the date coverage begins under this agreement; or
. the date the Company issues a policy other than as applied for.
6. The prepayment for this temporary insurance will be:
. applied to the first premium due if the policy is issued as applied for; or
. refunded if the Company declines the application or if the owner does not accept the policy; or
. applied to the first premium if a policy is issued other than as applied for and is accepted.
7. Any misrepresentation contained in this agreement and relied on by the Company may be used to deny a
claim on or void this agreement.
No changes may be made in the terms and conditions of this agreement. No statement that tries to
make such a change will bind the Company.

X Owner______________________________________________________________________ Date______________________
Signed at (city, state)_________________________________________________________________________________
X Witness____________________________________________________________________ Date______________________
X Primary proposed insured___________________________________________________ Date______________________
(If under age 15, signature of parent or guardian)
X other proposed insured_____________________________________________________ Date______________________
I certify that I have truthfully and accurately recorded on the LTLIA the information supplied by the
proposed insured(s).
Agent name (please print)_______________________________________________________________________________
Agent #__________________________________________________ State license #_______________________________
X Agent______________________________________________________________________ Date______________________
</TABLE>
AGLC 8001-99 TIA
<PAGE>

<TABLE>
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Bank Draft Information
- ------------------------------------------------------------------------------------------------------------------------------------
[_] American General Life Insurance Company, Houston, TX
[_] The Old Line Life Insurance Company of America, Milwaukee, WI
[_] All American Life Insurance Company, Springfield, IL
a [_] The Franklin Life Insurance Company, Springfield, IL
[_] The American Franklin Life Insurance Company, Springfield, IL

Name of primary proposed insured________________________________________________________________________
Premium amount $________________________________________________________________________________________
Frequency: [_] annual [_] semi-annual [_] quarterly [_] monthly
Preferred withdrawal date_______________________________________________________________________________
[_] Please debit my account for all outstanding premiums due.
X Signature of accountholder____________________________________________________________________________
Print name______________________________________________________________________________________________

Please attach voided check.
</TABLE>
AGLC 8001-99 BDI
<PAGE>

P. O. Box 1931
Houston, TX 77251-1931

Upon receipt of such a request, the Company will respond by mail within five business days.

P. O. Box 105
Essex Station
Boston, Massachusetts 01112
(617) 426-3660

You have the right to access and correct this information, except information that relates to a claim
or a civil or criminal proceeding.

If you desire additional information on Insurance Information Practices you should direct your requests
to the Company at:

P. O. Box 1931
Houston, TX 77251-1931

</TABLE>
AGLC 8001-99 NPI

<PAGE>

Exhibit 10(b)
Part B Single Insured American
Life Insurance Application |General
|Financial Group

[_] American General Life Insurance Company, Houston, TX
[_] The Old Line Life Insurance Company of America, Milwaukee, WI
[_] All American Life Insurance Company, Springfield, IL
[_] The Franklin Life Insurance Company, Springfield, IL
[_] The American Franklin Life Insurance Company, Springfield, IL

Members of American General Financial Group. American General
Financial Group is a marketing name for American General Corporation
and its subsidiaries.

In this application, the "Company" refers to the insurance company
whose name is checked above.

- --------------------------------------------------------------------------------
Personal and Employer Information
- --------------------------------------------------------------------------------

Proposed Name________________________________________________________________
insured Social Security #_________________________ Date of birth___________
Employer____________________________________________________________
Employer address ___________________________________________________
Zip___________ Phone #___________ Length of employment___________
Net worth $__________________________ Household income $___________

- --------------------------------------------------------------------------------
Background Information
- --------------------------------------------------------------------------------

Provide any additional details to "yes" answers for questions 1-6 in the
"Remarks" section on page 4.

-----------------------------------------------------------------------------
Proposed insured

1. Do you intend to travel or reside outside of the United States or Canada
within the next two years?
[_] yes [_] no
Country, purpose, and date___________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________

2. In the past five years, have you participated in, or do you intend to
participate in: any flights as a trainee, pilot or crew member; scuba diving;
skydiving or parachuting; ultralight aviation; auto racing; cave exploration;
hang gliding; boat racing; mountaineering; or other hazardous activities?
[_] yes [_] no If yes, complete the Aviation and/or Avocation Questionnaire.

3. Has proposed insured:
a) during the past 90 days submitted an application for life insurance to any
other company or begun the process of filling out an application?
[_] yes [_]no If yes, explain.
__________________________________________________________________________
__________________________________________________________________________

b) ever had a life or disability insurance application modified, rated,
declined, postponed, withdrawn, canceled, or refused for renewal?
[_] yes [_] no If yes, explain.
__________________________________________________________________________
__________________________________________________________________________

AGLC 0034-99 Page 1
<PAGE>

Background Information continued

4. Have you ever filed for bankruptcy?
[_] yes [_] no
Type of bankruptcy________________________________________________________
Date___________________________________ Date of discharge________________

5. In the past five years, have you been charged with or convicted of driving
under the influence of alcohol or drugs, or had two or more driving
violations? [_] yes [_] no If yes, explain.
State_______________________________ License #____________________________

6. Have you ever been convicted of or pled guilty or "no contest" to a felony
or do you have any such charge pending against you?
[_] yes [_] no If yes, explain.
State_______________________________ Date_________________________________

- --------------------------------------------------------------------------------
Medical History
- --------------------------------------------------------------------------------

Provide any additional details for answers to questions 7-9 in the
"Remarks" section on page 4.

Proposed insured
7. Name and address of your personal physician(s). Write "none" if you
don't have one.
__________________________________________________________________________
__________________________________________________________________________

Date, reason, findings of last visit._____________________________________

8. Height and weight.
ft.________________ in._____________ lbs.__________________
Have you had any weight change in excess of 10 lbs. in the past year?
[_] yes [_] no If yes, explain._________________________________________
__________________________________________________________________________
__________________________________________________________________________

9. What is your family history?
Age if living Age at death Current condition or
cause of death
Proposed insured
Father ____________ ____________ _____________________
Mother ____________ ____________ _____________________

AGLC 0034-99 Page 2
<PAGE>

Medical History continued __________________
Proposed
insured

For questions 10-16, provide additional information as
requested in the "Remarks" section on page 4.

10. Have you ever been diagnosed as having, been treated
for, or consulted a licensed health care provider for:

a) any heart disease, heart attack, chest pain,
irregular heart beat, high cholesterol, high blood
pressure, or any other disorder of the heart or blood
vessels? [_] yes [_] no

b) any blood clot, aneurysm, stroke, or other disease,
disorder, or blockage of the arteries or veins? [_] yes [_] no

c) any cancer, cysts, tumors, masses, or other such
abnormalities? [_] yes [_] no

d) diabetes, disorder of the thyroid or other glands,
immune system disorder, or blood or lymphatic system
disorder? [_] yes [_] no

e) any disorder of the stomach or liver, colitis,
hepatitis, or any disorder of the digestive system or
other such organs? [_] yes [_] no

f) any disorder of the kidneys, prostate, urinary
system, or reproductive organs? [_] yes [_] no

g) any asthma, bronchitis, emphysema, sleep apnea, or
other breathing or lung disorders? [_] yes [_] no

h) any brain or spinal cord disorders, seizures, or
other nervous system abnormalities including mental
and nervous disorders? [_] yes [_] no

i) arthritis, muscle disorders, or other bone or joint
disorders? [_] yes [_] no

11. Are you currently taking any medication, treatment,
or therapy, or are you under medical observation? [_] yes [_] no

12. Have you in the past three years had:

a) fainting spells, nervous disorders, headaches,
convulsions, or paralysis? [_] yes [_] no

b) any pain or discomfort in the chest or shortness of
breath? [_] yes [_] no

c) disorders of the stomach, intestines, or rectum, or
blood in the urine? [_] yes [_] no

13. Have you ever:

a) sought or received advice, counseling, or treatment
by a medical professional for the use of alcohol or
drugs including prescription drugs? [_] yes [_] no

b) used cocaine, marijuana, heroin, controlled
substances, or any other drug except as legally
prescribed by a physician? [_] yes [_] no

(If "yes" answered to a or b, complete
Drug/Alcohol Questionnaire.)

14. Have you ever been diagnosed or treated by any member
of the medical profession for AIDS Related Complex (ARC)
or Acquired Immune Deficiency Syndrome (AIDS)? [_] yes [_] no

15. In the past 10 years, have you:

a) been hospitalized, consulted a health care provider,
or had any illness, injury, or surgery? [_] yes [_] no

b) had any laboratory tests, treatments, or diagnostic
procedures, including x-rays, scans, or EKGs? [_] yes [_] no

c) been advised to have any diagnostic test,
hospitalization, or treatment that was not completed? [_] yes [_] no

d) received or claimed disability or hospital indemnity
benefits or a pension for any injury, sickness,
disability, or impaired condition? [_] yes [_] no

AGLC 0034-99 Page 3
<PAGE>

Medical History continued ________________
Proposed
insured

16. Do you have any symptoms or knowledge of any other
condition that is not disclosed above? [_] yes [_] no

- --------------------------------------------------------------------------------
Remarks
- --------------------------------------------------------------------------------

Identify question number and provide details to any questions answered "yes" in
the "Background Information" and "Medical History" sections. Include such
details as: date of first diagnosis; name and address of doctor; tests
performed; test results; medication(s) or recommended treatment. If necessary,
attach additional pages to record responses.

________________________________________________________________________________

AGLC 0034-99 Page 4
<PAGE>

- --------------------------------------------------------------------------------
Your Signature
- --------------------------------------------------------------------------------

Statements by I have read the above
the proposed statements or they have (LTLIA) for which all eligibility
insured been read to me. The requirements are met, I understand
above statements are and agree that no insurance will be
true and complete to the in effect pursuant to this
best of my knowledge and application, or under any policy
belief. I understand issued by the Company, unless or
that this application: until: the policy has been delivered
(1) will consist of Part and accepted; the full first modal
A, Part B, and, if premium for the issued policy has
applicable, Part C and been paid; and there has been no
related forms; and (2) change in the health of the proposed
shall be the basis for insured that would change the
any policy issued on answers to any questions in the
this application. I application.
understand that any
misrepresentation I understand and agree that no agent
contained in this is authorized to: accept risks or
application and relied pass upon insurability; make or
on by the Company may be modify contracts; or waive any of
used to: reduce or deny the Company's rights or
a claim or void the requirements.
policy, if it is within
its contestable period Insurance fraud
and if such
misrepresentation Any person who, with intent to
materially affects the defraud or facilitate a fraud
acceptance of the risk. against an insurer, submits an
Except as may be application or files a claim
provided in a Limited containing a false or deceptive
Temporary Life Insurance statement may be guilty of insurance
Agreement fraud.

- --------------------------------------------------------------------------------
Signatures X Owner______________________________________ Date______________
Signed at (city, state)_________________________________________
X Witness____________________________________ Date______________
X Proposed insured___________________________ Date______________
(If under age 15, signature of parent or guardian)

I certify that I have truthfully and accurately recorded on the
Part B application the information supplied by the proposed
insured.

Agent name (please print)_______________________________________
Agent #__________________________State license #________________
X Agent_______________________________________ Date_____________

AGLC 0034-99 Page 5

<PAGE>

EXHIBIT 10(c)

Part C Medical Exam Form American General Financial Group
Life Insurance Application

Members of American General Financial Group. American General Financial Group
is a marketing name for American General Corporation and its subsidiaries.

In this application, the "Company" refers to the insurance company whose name
is checked above.

---------------------------------------------------------------------------
Section 1-Statement to Medical Examiner
---------------------------------------------------------------------------

Proposed insured_____________________________ Date of birth________________

1. Name of your personal physician_________________________________________

Address_________________________________________________________________

City, state, zip________________________________________________________

Date and findings of last visit_________________________________________

Treatment given or medication prescribed________________________________

2. Have you ever been diagnosed as having, been treated for, or consulted a
licensed health care provider for:

a. any heart disease, heart attack, chest pain, irregular [_] Yes [_] No
heartbeat, high cholesterol, high blood pressure, or
any other disorder of the heart or blood vessels?

b. any blood clot, aneurysm, stroke, or other disease, [_] Yes [_] No
disorder, or blockage of the arteries or veins?

c. any cancer, cysts, tumors, masses, or other such [_] Yes [_] No
abnormalities?

d. diabetes, disorder of the thyroid or other glands, [_] Yes [_] No
immune system disorder, or blood or lymphatic system
disorder?

e. any disorder of the stomach or liver, colitis, [_] Yes [_] No
hepatitis, or any disorder of the digestive system or
other such organs?

f. any disorder of the kidneys, prostate, urinary system, [_] Yes [_] No
or reproductive organs?

g. any asthma, bronchitis, emphysema, sleep apnea, or [_] Yes [_] No
other breathing or lung disorders?

h. any brain or spinal cord disorders, seizures, or other [_] Yes [_] No
nervous system abnormalities including mental or
nervous disorders?

i. arthritis, muscle disorders, or other bone or joint [_] Yes [_] No
disorders?

3. Are you currently taking any medication, treatment, or [_] Yes [_] No
therapy, or are you under medical observation?

4. Have you in the past three years had:

a. fainting spells, nervous disorders, headaches, [_] Yes [_] No
convulsions, or paralysis?

b. any pain or discomfort in the chest or shortness [_] Yes [_] No
of breath?

c. disorders of the stomach, intestines, or rectum, or [_] Yes [_] No
blood in the urine?

5. Have you ever:

a. sought or received advice, counseling, or treatment [_] Yes [_] No
by a medical professional for the use of alcohol or
drugs, including prescription drugs?

b. used cocaine, marijuana, heroin, controlled substances, [_] Yes [_] No
or any other drug except as legally prescribed by a
physician?

6. Have you ever been diagnosed or treated by any member of [_] Yes [_] No
the medical profession for AIDS Related Complex (ARC) or
Acquired Immune Deficiency Syndrome (AIDS)?

Page 1
<PAGE>

Statement to Medical Examiner continued

7. In the past 10 years, have you:

a. been hospitalized, consulted a health care provider, [_] Yes [_] No
or had any illness, injury, or surgery?

b. had any laboratory tests, treatments, or diagnostic [_] Yes [_] No
procedures, including x-rays, scans, or EKGs?

c. been advised to have any diagnostic test, [_] Yes [_] No
hospitalization, or treatment that was not completed?

d. received or claimed disability or hospital indemnity [_] Yes [_] No
benefits or a pension for any injury, sickness,
disability, or impaired condition?

8. Do you have any symptoms or knowledge of any other [_] Yes [_] No
condition that is not disclosed above?

9. Family history:

Father: Age, if living____________ Mother: Age, if living_____________
Age at death______________ Age at death_______________
Current condition or cause Current condition or cause
of death_________________ of death__________________

10. Full details of any "yes" answers (please use additional sheet if
necessary):
Include such details as: date of first diagnosis; name and address of
doctor; tests performed; test results; medication(s) or recommended
treatment.

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

I have read the above statements or they have been read to me. The above
statements are true and complete to the best of my knowledge and belief. I
understand that this application: (1) will consist of Part A, Part B, Part
C, and, if applicable, any related forms; and (2) shall be the basis for any
policy issued on this application. I understand that any misrepresentation
contained in this application and relied on by the Company may be used to:
reduce or deny a claim or void the policy, if it is within its contestable
period and if such misrepresentation materially affects the acceptance of
the risk. Except as may be provided in a Limited Temporary Life Insurance
Agreement (LTLIA)for which all eligibility requirements are met. I
understand and agree that no insurance will be in effect pursuant to this
application, or under any policy issued by the Company, unless or until: the
policy has been delivered and accepted; the full first modal premium for the
issued policy has been paid; and there has been no change in the health of
any proposed insured that would change the answers to any questions in the
application.

In order to determine eligibility for insurance coverage, I hereby give my
consent to any of the entities listed below to give to the Company or its
legal representative, all information they have pertaining to: my medical
consultations, treatments, or surgeries; hospital confinements, which
concern the physical and mental condition of me, my spouse, or my minor
children; my use of drugs or alcohol; or any other non-medical information.
Non-medical information could include items such as: personal finances;
habits; hazardous avocations; motor vehicle or court records; or foreign
travel, etc. The list of entities for which I give my consent to provide the
information above is as follows: any physician or medical practitioner; any
hospital, clinic or other health care facility; any insurance or reinsurance
company; any consumer reporting agency or insurance support organization; my
employer; or the Medical Information Bureau (MIB).

I, as well as any person authorized to act on my behalf, may upon written
request, obtain a copy of this consent from the Company.

This consent will be valid for 30 months from the date of this application.
I agree that a photocopy of this consent will be as valid as the original.

I understand and agree that no agent is authorized to: accept risks or pass
upon insurability; make or modify contracts; or waive any of the Company's
rights or requirements.

Any person who, with intent to defraud or facilitate a fraud against an
insurer, submits an application or files a claim containing a false or
deceptive statement may be guilty of insurance fraud.

Signature of proposed insured___________________________________________
(If under age 15, signature of parent or guardian)

Signed at (city)_______________________ (state) __________ date ______

Signature of examiner___________________________________________________

Page 2
<PAGE>

Section 2-Report by Medical Examiner

Proposed insured________________________________ Date of birth_____________

Instructions to Examiner:

To be completed in private by Examiner only. This report is confidential
between the Company and the Examiner. Examination of heart and lungs must be
with stethoscope against bare skin.

1. Build

a. Did you weigh proposed insured? [_] Yes [_] No

b. Is appearance unhealthy or older than stated age? [_] Yes [_] No

Height (in shoes) ________ft. ________in. Weight (clothed) _______lbs.

2. Blood pressure (Record all readings.)

If blood pressure exceeds 140/90, please repeat determination at
end of examination and record in space provided.

Treated [_] Yes [_] No Rx________________________

At rest After exercise 3 minutes later Repeat B.P.
Systolic
Diastolic 5th phase
Pulse rate
Irregularities per min.

3. Heart

a. Is there any cyanosis, dyspnea, edema, [_] Yes [_] No
arteriosclerosis, peripheral vascular, or other
cardiovascular disorder?

b. Is heart enlarged? (If Yes, describe.) [_] Yes [_] No

c. Is murmur present? (If Yes, complete 3. d.) [_] Yes [_] No

d. Before exercise, murmur is:

[_] Constant Transmitted to where
[_] Inconstant Localized at: [_] Apex [_] Base [_] Elsewhere
[_] Systolic (give details)
[_] Diastolic Murmur grade: 1/6 2/6 3/6 4/6 5/6 6/6
(please circle)

After exercise, murmur is:

[_] Unchanged [_] Decreased [_] Increased [_] Absent

Your impression:_______________________________________________________

4. Has this examination revealed abnormality of any of the following:
(circle applicable items)

a. Eyes, ears, nose, mouth, pharynx? (If vision or hearing [_] Yes [_] No
markedly impaired, indicate degree and correction.)

b. Endocrine system (including thyroid and breasts)? [_] Yes [_] No

c. Nervous system (including reflexes, gait, paralysis)? [_] Yes [_] No

d. Respiratory system? [_] Yes [_] No

e. Abdomen (including scars)? [_] Yes [_] No

f. Genito-urinary system (including prostate)? [_] Yes [_] No

g. Skin (including scars), lymph nodes, blood vessels [_] Yes [_] No
(including varicose veins)?

h. Musculoskeletal system (including spine, joints, [_] Yes [_] No
amputations, deformities)?
Page 3
<PAGE>

Report by Medical Examiner continued

5. Have any of the following been completed in conjunction [_] Yes [_] No
with this exam?

[_] EKG [_] Chest x-ray [_] Blood drawn [_] Urine

6. Do you have any pertinent information not disclosed above? [_] Yes [_] No

7. Specimen kit

Please indicate where and when specimen kit was sent

[_] CRL [_] Other____________________________

Date mailed______________________________________

8. Details of "yes" answers to Questions 1 - 6. (Identify items. Please use
additional sheet if necessary.)

9. Examiner

Are you related to the proposed insured by blood or marriage or do
you have any business or professional relationship with
the proposed insured? [_] Yes [_] No

If yes, explain.

10. Please send this completed examination form directly to:

Underwriting Department
P.O. Box 2764
Houston, Texas 77252-2764

I certify that this exam was conducted the ______ day of _________, ____, at
[_] a.m. [_] p.m.

Location of exam____________________________________________________________

Authorized by_______________________________________________________________

Examiner's signature________________________________________________________

Examiner's name_____________________________________________________________

Examiner's Social Security # or tax I.D. #__________________________________
(must be furnished under authority of law)

Examiner's address__________________________________________________________

Examiner's phone #__________________________________________________________

Page 4