AGL SEPARATE ACCOUNT VL R, S-6, 1999-09-17

AGL SEPARATE ACCOUNT VL R
S-6, 1999-09-17

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<PAGE>

Registration No.333-______

As filed with the Securities and Exchange Commission on September 17, 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

<TABLE>
<CAPTION>
ITEM NO. OF FORM N-8B-2* PROSPECTUS CAPTION
- ---------------------------------------------------------------------------
<S> <C>
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 a 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 deduct from the amounts I invest through my
Policy? Additional Information: More About Policy Charges.
13(b) Illustrations of Hypothetical Policy Benefits.
13(c) Inapplicable.**
</TABLE>
<PAGE>

<TABLE>
<S> <C>
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.
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.
</TABLE>
<PAGE>

<TABLE>
<S> <C>
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.**
</TABLE>

* 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>

THE ONE(R) VUL SOLUTION(SM)
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: 1-888-436-5255 P.O. Box 4880
or 1-713-831-3443 Houston, Texas 77210-4880
FAX: 1-713-620-3857

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>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
AIM Variable Insurance Funds, Inc. American General Series Portfolio Putnam Variable Trust
Company
. AIM V.I. Value Fund
. AIM V.I. International Equity . Putnam Vista Fund
Fund . Money Market Fund
. AIM V.I. Government Fund
. AIM V.I. Intermediate
Government Fund The Variable Annuity Life
A I M Advisors, Inc.* Insurance Company * Putnam Management, Inc.*

- ----------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Variable Account Funds Templeton Variable Products Series Kemper Insurance Series Trust
Fund
. Oppenheimer High Yield Fund
. Franklin Small Cap Investments . Kemper International Fund
Fund/1/ . Kemper Small Cap Value
. Templeton Developing Markets Fund
Fund/2/

/1/Franklin Advisers, Inc.*
Oppenheimer Funds, Inc.* /2/Templeton Asset Management Ltd.* Zurich Kemper Investments*
- ----------------------------------------------------------------------------------------------------------------------------------
MFS Variable Insurance Trust Van Kampen Life Investment Trust One Group(R) Investment Trust

. MFS Mass Investors Trust A . Van Kampen Emerging Growth . One Group Investment
Trust Equity Index
Portfolio
. One Group Investment
Trust Mid Cap Growth
Portfolio
. One Group Investment
Trust Large Cap Growth
Portfolio
. One Group Investment Trust
Government Bond
Portfolio
Massachusetts Financial Services Banc One Investment Advisors
Company* Van Kampen Asset Management Inc.* Corporation*
- ----------------------------------------------------------------------------------------------------------------------------------
</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 deposits or obligations of, or guaranteed or endorsed by
BANK ONE CORPORATION or any of its affiliates or correspondents. The Policies
are not insured by the FDIC or any other agency. 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
The One VUL Solution 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. 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 The One VUL
Solution 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.

6
<PAGE>

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 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 at either a guaranteed or current
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%.

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.

7
<PAGE>

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.

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, 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:

[To be updated by pre-effective amendment.]

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

<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.:
AIM V.I. International Equity Fund......... 0.75% 0.16% 0.91%
AIM V.I. Value Fund........................ 0.61% 0.05% 0.66%
AIM V.I. Government Fund................... .__% .__% .__%
AIM V.I. High Yield Fund................... .__% .__% .__%

The following fund of
American General Series Portfolio Company:
Money Market Fund...................... 0.50% 0.04% 0.54%

The following fund of
MFS Variable Insurance Trust
MFS Mass Investors Trust A............. .__% .__% .__%
</TABLE>

(Footnotes on next page)

8
<PAGE>

The following funds of
Templeton Variable Product Series Fund
Franklin Small Cap Investments Fund/1/... 0.15% .25% 0.85% 1.25%
Templeton Developing Markets Fund........ 1.25% .25% 0.41% 1.91%

The following fund of
Oppenheimer Variable Account Funds
Oppenheimer High Yield................... .__% .__% .__%

The following funds of
Kemper Insurance Series Trust
Kemper International Fund................ .__% .__% .__%
Kemper Small Cap Value Fund.............. .__% .__% .__%

The following fund of
Van Kampen Life Investment Trust
Van Kampen Emerging Growth............... 0.32% 0.53% 0.85%

The following funds of
One Group Investment Trust
One Group Investment Trust
Equity Index Portfolio................. .__% .__% .__%
One Group Investment Trust
Mid Cap Growth Portfolio................. .__% .__% .__%
One Group Investment Trust Large
Cap Growth Portfolio..................... .__% .__% .__%
One Group Investment Trust
Government Bond Portfolio................ .__% .__% .__%
</TABLE>

/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.")

/2/ If certain voluntary expense reimbursements from the investment adviser
were terminated, management fees and other expenses for the fiscal year ended in
1998 would have been as set out in the following table.

(Footnotes continued on next page)

9
<PAGE>

<TABLE>
<CAPTION>
Other Total
Fund Fund Fund
Management Operating Operating
Name of Fund Fees Expenses Expenses
------------ ---------- ---------- ----------
<S> <C> <C> <C>
Templeton Variable Class "2" Series Funds............ .__% .__% .__%
Franklin Small Cap Investments Fund.................. 0.75% 1.25% 2.00%
</TABLE>

[/3/The prospectus for Putnam Variable Trust 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%.

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.

10
<PAGE>

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.

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

11
<PAGE>

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.

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.

12
<PAGE>

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 unless it is the final
payment) 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:

. 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.

13
<PAGE>

. 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.

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 The One VUL Solution Policy. This is referred
to as a term conversion. Term conversions are

14
<PAGE>

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 The One VUL Solution 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.

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

. transfer of accumulation value;

. loan;

15
<PAGE>

. 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 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
1-888-436-5255.

16
<PAGE>

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:

Page to
See in this
Prospectus
-----------

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......................................................

The tables show how death benefits, accumulation values, and cash
surrender values ("Policy benefits") under a sample The One VUL Solution 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 of ____% 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 __ 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.

17
<PAGE>

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>

The One VUL Solution

[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
Year 0.0% 6.0% 12.0% 0.0% 6.0% 12.0% 0.0% 6.0% 12.0%
<S> <C> <C> <C>
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>

The One VUL Solution

[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
<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
Year 0.0% 6.0% 12.0% 0.0% 6.0% 12.0% 0.0% 6.0% 12.0%
<S> <C> <C> <C>
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>

The One VUL Solution

[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

<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
Year 0.0% 6.0% 12.0% 0.0% 6.0% 12.0% 0.0% 6.0% 12.0%
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
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>

The One VUL Solution

[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

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 pages___ - ___ . 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

23
<PAGE>

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.

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," 17 of which correspond to the 17 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. The One VUL Solution 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

24
<PAGE>

. 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, 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

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<PAGE>

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 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

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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.

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. 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 The One VUL Solution 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. Federal estate tax is integrated with federal gift tax under a
unified rate schedule. In general, estates less than $650,000 (or larger amounts
specified in the Code to commence in certain future years) will not incur a
federal estate tax liability. 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.

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<PAGE>

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.

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.

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<PAGE>

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 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.

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.

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.

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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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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 $300,000 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 entered into an exclusive sales agreement with Banc One
Securities Corporation ("BOSC"). The Policies will be sold by registered
representatives of BOSC. These registered representatives are also required to
be authorized under applicable state regulations as life insurance agents to
sell variable life insurance and are appointed by AGL as an AGL representative
for the Policies. BOSC is a member of the NASD.

We pay compensation directly to BOSC for the promotion and sales of the
Policies. The compensation payable to BOSC for the sales of the Policies may
vary with the sales agreement, but is generally not expected to exceed the
amounts described below:

A. For a Policy issued based on simplified underwriting:

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<PAGE>

. 1.2% annually of the Policy's accumulation value (reduced by any
outstanding loan) in Policy years 1 through 10; and

. .95% 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 BOSC compensation in a lump sum which will not exceed
the aggregate compensation described above.

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

We pay the compensation directly to BOSC. 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. BOSC 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 The One VUL Solution 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

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<PAGE>

information shown may reflect the deduction of one or more charges, such as the
premium charge, and we generally expect to exclude costs of insurance charges
because of the individual nature of these charges.

We 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 (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
(1966 - 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 and Senior Vice President of American
General Life Insurance Company since November 1996.
Elected Executive Vice President in April, 1998.
Senior Vice President of Massachusetts Mutual,
Springfield, Missouri (March 1996-June 1996); Vice
President, New Business, Connecticut Mutual Life,
Hartford, Connecticut (December 1978-March 1996).

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

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 In April 1998 named as Senior Vice President-
Insurance Operations of American General Life
Insurance Company. 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).

Gary D. Reddick Executive Vice President of American General Life
Insurance Company since April 1998 and Director since
October 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 In December 1998 named as Senior Vice President and
General Counsel of American General Life Insurance
Company. In April 1999 named Director of American
General Life Insurance Company. 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>

Wayne A. Barnard Senior Vice President and Chief Actuary of American
General Life Insurance Company since November 1997
and Vice President since February, 1991 and Chief
Actuary since February, 1993.

Rebecca G. Campbell In December 1998 named as Senior Vice President -
Organization Development and Change Management for
American General Life Insurance Company. Various
positions with American General Life Insurance
Company since 1983, including Director of Human
Resources in 1993 and Vice President - Human
Resources in 1996.

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. Vice President of
American General Life Insurance Company (1988 - July
1999).

Ross D. Friend In July 1998 named as Senior Vice President and Chief
Compliance Officer of American General Life Insurance
Company. 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).

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.

Robert F. Herbert, Jr. Director, Senior Vice President and Treasurer of
American General Life Insurance Company since May
1996, and Controller and Actuary from June 1988 to
May 1996.

Royce G. Imhoff, II Director, Senior Vice President and Chief Marketing
Officer for American General Life Insurance Company
since November 1997, Vice President (August 1996-
August 1997), and Regional Director (1992-1996).

F. Paul Kovach, Jr. Senior Vice President-Broker Dealers and FIMG for
American General Life Insurance Company since August
1997. Since October 1994, President and Director of
American General Securities Incorporated. Vice
President of

39
<PAGE>

Chubb Securities Corporation, Concord, New Hampshire,
(February 1990-October 1994).

Simon J. Leech In July 1997 named as Senior Vice President-Houston Service
Center for American General Life Insurance Company. 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 In October 1998 named as Senior Vice President - Human
Resources for American General Life Insurance Company. Vice
President -Human Resources for American General Corporation
(1995 -October 1998) and Director, Corporate Personnel of
American General Corporation (1993 - 1995).

Don M. Ward In February 1998 named as Senior Vice President-Variable
Products-Marketing of American General Life Insurance Company.
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 and Ms. Campbell 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

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

40
<PAGE>

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 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

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.

41
<PAGE>

Independent Auditors

The financial statements of AGL 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 Wayne A. Barnard, 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 The One VUL Solution Policies.

Certain Potential Conflicts

The Mutual Funds sell shares to separate accounts of insurance companies (and
may sell in the future, certain qualified plans), 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 as well as report any material irreconcilable conflicts
that we know exist to each Mutual Fund as soon as a conflict arises. 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.

Year 2000 Considerations

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.

42
<PAGE>

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 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

43
<PAGE>

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
The One VUL Solution 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 The One VUL
Solution Policy.

Page to
Consolidated Financial Statements of See in this
American General Life Insurance Company Prospectus
- --------------------------------------- ----------

[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
lapse
The One VUL Solution
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
Prospectus
----------
Defined Term
- ------------

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. (6)

(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 "One VUL Solution" Variable Universal
Life Insurance Policy (Policy Form No. 99615). (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, Kemper Variable Series,
Scudder Kemper Investments, Inc. and Kemper Distributors,
Inc. (12)

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

II-4
<PAGE>

(8)(h) Form of Participation Agreement by and among American
General Life Insurance Company, Banc One Investment
Advisors Corporation, Nationwide Advisory Services, Inc.
and Nationwide Investors Services, Inc. (12)

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

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

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

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

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

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

(8)(p) Form of Administrative Services Agreement between American
General Life Insurance Company and Zurich Kemper
Investments. (12)

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

(9) Not applicable.

(10)(a) Specimen form of application for life insurance issued by
American General Life Insurance Company. (1)

(10)(b) Application for Life Insurance. (12)

(10)(c) Service Request Form for Home Office. (12)

II-5
<PAGE>

(10)(d) Supplemental Application. (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. 333-43390) of Separate Account D of American
General Life Insurance Company on October 16, 1991.

/3/ Incorpoated herein by reference to the initial 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 16th day of September, 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 September 16, 1999
- ----------------------------
(Ronald H. Ridlehuber) and Director

/s/ ROBERT F. HERBERT, JR. Principal Financial and September 16, 1999
- ----------------------------
(Robert F. Herbert, Jr.) Accounting Officer
and Director

II-8
<PAGE>

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

/s/ DONALD W. BRITTON Director September 16, 1999
- ----------------------------
(Donald W. Britton)

/s/ DAVID A. FRAVEL Director September 16, 1999
- ----------------------------
(Donald A. Fravel)

/s/ ROYCE G. IMHOFF, II Director September 16, 1999
- ----------------------------
(Royce G. Imhoff, II)

/s/ JOHN V. LAGRASSE Director September 16, 1999
- ----------------------------
(John V. LaGrasse)

/s/ RODNEY O. MARTIN, JR. Director September 16, 1999
- ----------------------------
(Rodney O. Martin, Jr.)

/s/ GARY D. REDDICK Director September 16, 1999
- ----------------------------
(Gary D. Reddick)

/s/ THOMAS M. ZUREK Director September 16, 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. (6)

(4) Not applicable.

(5) Specimen form of the "One VUL Solution" Variable Universal
Life Insurance Policy (Policy Form No. 99615). (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.

E-1
<PAGE>

(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)(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, Kemper Variable Series,
Scudder Kemper Investments, Inc. and Kemper Distributors,
Inc. (12)

E-3
<PAGE>

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

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

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

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

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

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

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

(8)(p) Form of Administrative Services Agreement between
American General Life Insurance Company and Zurich Kemper
Investments. (12)

E-4
<PAGE>

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

(9) Not applicable.

(10)(a) Specimen form of application for life insurance issued by
American General Life Insurance Company. (1)

(10)(b) Application for Life Insurance. (12)

(10)(c) Service Request Form for Home Office. (12)

(10)(d) Supplemental Application. (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>

/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 [LOGO OF AMERICAN GENERAL
P.O. Box 4880 POLICY NUMBER: 0000000000 APPEARS HERE]
Houston, Texas 77210-4880 A STOCK COMPANY

-------------------------------------------
A Subsidiry of American General Corporation
-------------------------------------------
1-888-436-5255

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

99615

Page 1
<PAGE>

INDEX

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

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 followingterms:

. 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.

99615

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

99615

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.

99615

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
allpolicy 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.

NET PREMIUM. The Net Premium is the premium

99615

Page 5
<PAGE>

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 fromthe Owner. The percentage allocation for future Net Premiums may be
changed at any time by Written notice.

If We have on file a completed telephone authorization form (Telephone
Transaction), We will allow the percentage allocation for future Net Premiums to
be changed at any time by telephone. We will honor instructions for Telephone
Transactions from any person who provides the correct information. Therefore,
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.

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
furnishedupon 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.

99615

Page 6
<PAGE>

DEATH BENEFIT OPTION. The Death Benefit Option whichYou have chosen is shown on
page 3 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 Valueas
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

99615

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 "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. TheSeparate 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

99615

Page 8
<PAGE>

since the last Valuation Date); and

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

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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 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
applicableDivision 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

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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

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

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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;

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

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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 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
SurrenderValue 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

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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

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

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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.

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 anannual 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

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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 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.

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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 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.

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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 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.

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

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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;

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.

99615

Page 19
<PAGE>

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.

99615

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

99615

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.

99615

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

<TABLE>
<CAPTION>
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>

99615

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

99615

Page 24
<PAGE>

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

<TABLE>
<CAPTION>
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>

99615

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) Anniversry)

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

99615

Page 26
<PAGE>

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

<TABLE>
<CAPTION>
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 PAYEE 10 Years 15 Years 20 Years
- -----------------------------------------------------------------------------------------------------------------------------
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>

99615

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

1-888-436-5255

[LOGO OF AMERICAN GENERAL APPEARS HERE]

A STOCK COMPANY
_______________________
A Subsidiary of American General Corporation

A:\POLICY.WPD
99615

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