AGL SEPARATE ACCOUNT VL R, S-6, 1999-11-12

AGL SEPARATE ACCOUNT VL R
S-6, 1999-11-12

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<PAGE>

Registration No. 333-______

As filed with the Securities and Exchange Commission on November 12, 1999

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

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

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

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

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

Securities Being Offered: Flexible Premium Variable Life Insurance Policies

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

The Registrant hereby amends this Registration Statement on such date or date as
may be necessary to delay its effective date until the Registrant shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>

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

CROSS REFERENCE SHEET

ITEM NO. OF FORM N-8B-2* PROSPECTUS CAPTION
- ----------------------------- ------------------
1 Additional Information: Separate Account VL-R.
2 Additional Information: AGL.
3 Inapplicable.
4 Additional Information: Distribution of
Policies.
5, 6 Additional Information: Separate Account VL-R.
7 Inapplicable.**
8 Inapplicable.**
9 Additional Information: Legal Matters.
10(a) Additional Information: Your Beneficiary,
Assigning Your Policy.
10(b) Basic Questions You May Have: How
will the value of my investment in a Policy
change over time?
10(c)(d) Basic Questions You May Have: How
can I change my Policy's insurance
coverage? How can I access my investment in 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), Basic Questions You May Have: To what extent
10(h)(3), 10(h)(2) 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.**
13(d) Basic Questions You May Have: To what extent
will AGL vary the terms and conditions of the
Policy in particular cases?
13(e), 13(f), 13(g) None.
<PAGE>

14 Basic Questions You May Have: How can I invest
money in a Policy?
15 Basic Questions You May Have: How can I invest
money in a Policy? How do I communicate with
AGL?
16 Basic Questions You May Have: How will the value
of my investment in a Policy change over time?

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

45 Inapplicable, because the Separate Account did
not commence operations until 1998.
46(a) Captions referenced in 44(a) above.
46(b) Inapplicable.**
47, 48, 49 None.
50 Inapplicable.**
51 Inapplicable.**
52(a), 52(c) Basic Questions You May Have: To what extent can
AGL vary the terms and conditions of the Policy
in particular cases? Additional Information:
Additional Rights That We Have.
52(b), 52(d) None.
53(a) Additional Information: Tax Effects--Our taxes.
53(b), 54 Inapplicable.**
55 Illustrations of Hypothetical Policy Benefits.
56-59 Inapplicable.**

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

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

PLATINUM INVESTOR(SM) SURVIVOR
Last Survivor 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: 1-888-325-9315 P.O. Box 4880
or 1-713-_________ Houston, Texas 77210-4880
FAX: 1-713-________

This booklet is called a "prospectus."

Investment options. The AGL declared fixed interest account is the fixed
investment option for these Policies. You may also use AGL's Separate Account
VL-R ("Separate Account") to invest in the following variable investment options
and change your selections from time to time:

<TABLE>
<CAPTION>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
AIM VARIABLE INSURANCE AMERICAN GENERAL SERIES DREYFUS VARIABLE MFS VARIABLE INSURANCE
FUNDS, INC. PORTFOLIO COMPANY INVESTMENT FUND TRUST
.AIM V.I. International .International Equities .Quality Bond Portfolio .MFS Emerging Growth
Equity Fund Fund .Small Cap Portfolio Series
.AIM V.I. Value Fund .MidCap Index Fund
.Money Market Fund
.Stock Index Fund

A I M Advisors, Inc.* The Variable Annuity Life The Dreyfus Corporation* Massachusetts Financial
Insurance Company* Services Company*
- --------------------------------------------------------------------------------------------------------------------------------
MORGAN STANLEY DEAN WITTER PUTNAM VARIABLE TRUST SAFECO RESOURCE VAN KAMPEN LIFE INVESTMENT
UNIVERSAL FUNDS, INC. .Putnam VT Diversified SERIES TRUST TRUST
.Equity Growth Portfolio/1/ Income Fund .Equity Portfolio .Strategic Stock Portfolio
.High Yield Portfolio/2/ .Putnam VT Growth .Growth Portfolio
and Income Fund
.Putnam VT International
Growth and Income Fund

/1/Morgan Stanley Dean Witter
Investment Management Inc.*
/2/Miller Anderson & Sherrerd, Putnam Investment Management, SAFECO Asset Management Van Kampen Asset
LLP* Inc.* Company* Management Inc.*
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>

*The Investment Adviser of the investment option

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 ABOVE. YOUR INVESTMENT RESULTS IN ANY
SUCH OPTION WILL DEPEND ON THOSE OF THE RELATED FUND. YOU SHOULD ALSO READ THE
PROSPECTUS OF THE MUTUAL FUND FOR ANY SUCH INVESTMENT OPTION IN WHICH YOU MAY BE
INTERESTED. 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
ABOVE.
<PAGE>

Other choices you have. During the insured persons' lifetimes, 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 last
surviving insured person's death, will be added to the insurance proceeds we
otherwise will pay to the beneficiary. At the time of purchase, you can decide
whether your policy will be subject to certain tax rules that maximize the cash
value or rules that maximize the insurance coverage.

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. It also contains information that
will be helpful to you in exercising the various options you have once you own a
Policy. Please read this prospectus carefully and keep it for future reference.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION ("SEC") NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED
UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE. THE POLICIES ARE NOT AVAILABLE IN ALL STATES.

THE POLICIES ARE NOT INSURED BY THE FDIC OR ANY OTHER AGENCY. THEY ARE NOT
DEPOSITS OR OTHER OBLIGATIONS OF ANY BANK AND ARE NOT BANK GUARANTEED. THEY ARE
SUBJECT TO INVESTMENT RISKS AND POSSIBLE LOSS OF PRINCIPAL INVESTED.

THIS PROSPECTUS IS DATED _____________.

2
<PAGE>

GUIDE TO THIS PROSPECTUS

This prospectus contains information that you should know before you purchase
a Platinum Investor(SM) Survivor variable life policy ("Policy") or exercise any
of your rights or privileges under a Policy. The Policy is based on the lives
of two persons. We call each person a contingent insured. We pay the death
benefit proceeds upon the death of the last surviving contingent insured.

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

PAGE TO SEE IN
THIS PROSPECTUS
---------------
<S> <C>
BASIC QUESTIONS YOU MAY HAVE
- ----------------------------
. How can I invest money in a Policy?.........................................
. How will the value of my investment in a Policy change over time?...........
. 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?.......................................
. What is the amount of insurance ("death benefit")
that AGL pays when the last surviving contingent insured dies?............
. What is joint equal age?....................................................
. 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 and Policy options 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.

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. The Index of Words and Phrases that appears at the
back of this prospectus will tell you on what page you can read more information
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 payments 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 contingent insureds. We can
refuse to accept a subsequent premium payment that is less than $25 monthly or
$300 annually. Otherwise, with a few exceptions mentioned below, you can make
premium payments at any time and in any amount. Upon receipt, we will allocate
your premium payments to the available investment options you have chosen,
assuming your right to return the Policy (described on page 2 above) has
expired.

Limits on premium payments. Federal tax law may limit the amount of premium
payments you can make (relative to the amount of your Policy's insurance
coverage) and may impose penalties on amounts you take out of your Policy if you
do not observe certain additional requirements. These tax law requirements and
a discussion of modified endowment contracts are summarized further under "Your
death benefit" beginning on page __ and "Tax Effects" beginning on page __. 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, additional premiums may cause the
death benefit to increase by more than they increase your accumulation value.
In such case, we may refuse to accept an additional premium if the contingent
insureds do not provide us with adequate evidence that they continue to meet our
requirements for issuing insurance.

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 among your chosen variable
investment options 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 variable 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

4
<PAGE>

$5,000 of accumulation value to start dollar cost averaging and each transfer
under the program must be at least $100. Dollar cost averaging ceases upon your
request, or if your accumulation value in the money market option becomes
exhausted. You cannot use dollar cost averaging at the same time you are using
automatic rebalancing.

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. Rebalancing ends upon your request. You cannot
use automatic rebalancing at the same time you are using dollar cost averaging.

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 "Premium tax charge" and "Deductions
from each premium payment." We invest the rest in one or more of the investment
options listed in the chart 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 variable investment option in shares of a corresponding Mutual
Fund. Over time, your accumulation value in any such 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.

We invest any accumulation value you have allocated to our declared fixed
interest account option as part of our general assets. We credit a fixed rate
of interest on that accumulation value, which we declare from time to time. We
guarantee that this will be at an effective annual rate of at least 4%. Although
this interest increases the amount of any accumulation value that you have in
our declared fixed interest account option, such accumulation value will also be
reduced by any charges that are allocated to this option under the procedures
described under "Allocation of charges" on page ___. The "daily charge"
described on page ___ and the

5
<PAGE>

charges and expenses of the Mutual Funds discussed on pages ___ - ___ below do
not apply to our declared fixed interest account option.

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

WHAT CHARGES WILL AGL DEDUCT FROM MY INVESTMENT IN A POLICY?

Premium tax charge. We deduct from each premium a charge for the tax that is
then applicable to us in your state or other jurisdiction. These taxes, if any,
currently range from .75% to 3.5%. Please let us know if you move to another
jurisdiction, so we can adjust this charge if required. You are not permitted
to deduct the amount of these taxes on your income tax return.

Other deductions from each premium payment. After we deduct premium tax from
your premium payment, we will deduct 6.5% of the remainder on all premiums
received during the first 10 years. Thereafter we will deduct 3% of each
premium, after deducting premium taxes. Your Policy refers to all of these
deductions as a Premium Expense Charge.

Daily charge. We will deduct a daily charge at an annual effective rate of
.40% of your accumulation value that is then being invested in any of the
variable investment options. After a Policy has been in effect for 10 years,
however, we intend to reduce this rate to an annual effective date of .20%. We
do not guarantee to make this reduction, however. Since the Policies were first
offered only in the year 2000, the reduction has not yet taken effect under any
outstanding Policies.

Flat monthly charge. We will deduct $12 from your accumulation value each
month for the first five Policy years. After a Policy has been in effect for
five years, we intend to reduce this charge to $6. We only guarantee to reduce
the charge to $10, however. Since the Policies were first offered only in the
year 2000, no reduction of this charge has yet taken effect under any
outstanding Policies.

Monthly charge per $1,000 of specified amount. We also deduct this charge
monthly from your accumulation value. The dollar amount of this charge changes
whenever there is any change in your Policy's specified amount. (We describe
the specified amount under "Your specified amount of insurance" on page ___.)
This charge varies according to the ages and the premium classes of the
contingent insureds. This charge is a maximum of ___ for each $1000 of
specified amount. The actual amount of this charge for your Policy will be
shown on page 4B of your Policy.

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 last surviving contingent insured died
on that date and (b) the then total accumulation value under the Policy.

6
<PAGE>

For otherwise identical Policies, a greater amount at risk results in a higher
monthly insurance charge.

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. Our current rates
are lower for insured persons in most age and premium classes, although we have
the right at any time to raise these rates to not more than the guaranteed
maximum.

In general, the longer you own your Policy, the higher the cost of insurance
rate will be as the contingent insureds grow older. 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 contingent insureds.

Also our cost of insurance rates will generally be lower if one or both of the
insured persons is a female than if a male. Similarly, our current cost of
insurance rates are generally lower for non-tobacco users than tobacco users.
Contingent insureds who present particular health, occupational or non-work
related risks may require higher cost of insurance rates and other additional
charges based on the specified amount of insurance coverage under their Policy.

Monthly charges for additional benefit riders. We will deduct charges monthly
from your accumulation value, if you select certain additional benefit riders.
These are described beginning on page __, under "What additional rider benefits
and Policy options might I select?"

Surrender Charge. The Policies have a surrender charge that applies for a
maximum of the first 10 Policy years (and for a maximum of the first 10 Policy
years after any requested increase in the Policy's base coverage). We will
apply the surrender charge only to the base coverage portion of the specified
amount. The surrender charge applies if you reduce or surrender the initial
amount of base coverage. The surrender charge also applies if you reduce or
surrender any increase you make in the base coverage.

The amount of the surrender charge depends on the ages and other insurance
characteristics of the contingent insureds. The maximum amount of your Policy's
surrender charge will be shown on pages __ and __ of the Policy. It may
initially be as high as $60 per $1,000 of base amount or as low as $0 per $1,000
of base amount (or any increase in the base amount).

We will deduct the entire amount of any then applicable surrender charge from
the accumulation value at the time of a full surrender. Upon a requested
decrease in a Policy's base coverage portion of the specified amount, we will
deduct any remaining amount of the surrender charge that was associated with the
base amount that is canceled. This includes any decrease that results from any
requested partial surrender or change in death benefit option.

7
<PAGE>

See "Partial Surrender" beginning on page ___ and "Change in death benefit
option" beginning on page ___.

Transaction Fee. We will charge a $25 transaction fee for each partial
surrender you make.

Transfer fee. We may charge a $25 transfer fee for each transfer between
investment options that exceeds 12 each Policy Year. This charge will be
deducted from the investment options in the same ratio as the requested
transfer.

Charge for taxes. Although we don't currently do so, 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 and any applicable surrender charges. If you do not
have enough accumulation value in those 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 for 1998 were as shown in the table that follows. Current and future
fees and expenses may vary from fiscal year 1998 fees and expenses.

8
<PAGE>

<TABLE>
<CAPTION>
[TO BE UPDATED BY AMENDMENT]

THE MUTUAL FUNDS' ANNUAL EXPENSES/1/ (as a percentage of average net assets)

FUND TOTAL FUND
MANAGEMENT OTHER FUND OPERATING
FEES (AFTER OPERATING EXPENSES EXPENSES (AFTER
EXPENSE 12B-1 (AFTER EXPENSE EXPENSE
NAME OF FUND REIMBURSEMENT) FEES REIMBURSEMENT) REIMBURSEMENT)
------------ -------------- ------ ----------------------- ----------------
<S> <C> <C> <C>
The following funds of AIM VARIABLE
INSURANCE FUNDS, INC.:/1/
AIM V.I. International Equity Fund 0.75% 0.16% 0.91%
AIM V.I. Value Fund 0.61% 0.05% 0.66%

The following funds of AMERICAN GENERAL
SERIES PORTFOLIO COMPANY:/1/
International Equities Fund 0.35% 0.05% 0.40%
MidCap Index Fund 0.32% 0.04% 0.36%
Money Market Fund 0.50% 0.04% 0.54%
Stock Index Fund 0.27% 0.04% 0.31%

The following funds of DREYFUS VARIABLE
INVESTMENT FUND:/1/
Quality Bond Portfolio 0.65% 0.08% 0.73%
Small Cap Portfolio 0.75% 0.02% 0.77%

The following series of MFS VARIABLE
INSURANCE TRUST:/1/
MFS Emerging Growth Series 0.75% 0.10% 0.85%

The following portfolios of MORGAN
STANLEY DEAN WITTER UNIVERSAL FUNDS, INC.:/1/
Equity Growth Portfolio/2/ 0.09% 0.76% 0.85%
High Yield Portfolio/2/ 0.15% 0.65% 0.80%
</TABLE>

9
<PAGE>

<TABLE>
<CAPTION>
FUND TOTAL FUND
MANAGEMENT OTHER FUND OPERATING
FEES (AFTER OPERATING EXPENSES EXPENSES (AFTER
EXPENSE 12B-1 (AFTER EXPENSE EXPENSE
NAME OF FUND REIMBURSEMENT) FEES REIMBURSEMENT) REIMBURSEMENT)
------------ -------------- ------ ----------------------- ----------------
<S> <C> <C> <C> <C>
The following portfolios of PUTNAM VARIABLE
TRUST: Class "IB" Funds:

Putnam VT Diversified Income Fund/3/ 0.50% 0.11% 0.08% 0.69%
Putnam VT Growth and Income Fund/3/ 0.35% 0.11% 0.03% 0.49%
Putnam VT International Growth
and Income Fund/3/ 0.59% 0.11% 0.14% 0.84%

The following portfolios of SAFECO
RESOURCE SERIES TRUST:/1/

Equity Portfolio 0.74% 0.04% 0.78%
Growth Portfolio 0.74% 0.06% 0.80%

The following portfolio of VAN KAMPEN
LIFE INVESTMENT TRUST/1/

Strategic Stock Portfolio/2/ 0.00% 0.65% 0.65%
</TABLE>

/1/ The Mutual Funds' advisers or administrators have entered into arrangements
under which they pay certain amounts to AGL. The fees do not have a direct
relationship to the Mutual Funds' Annual Expenses, and do not increase the
amount of charges you pay under your Policy. (See "Certain Arrangements.")

/2/ For the Funds indicated, management fees and other expenses as shown for
fiscal year 1998 would have been the percentages shown below without certain
voluntary expense reimbursements from the investment adviser. Current and future
fees and expenses may vary from the fiscal year 1998 fees and expenses.

Management Other Total
Fees Expenses Annual Expenses
----------- --------- ----------------
MORGAN STANLEY DEAN WITTER
UNIVERSAL FUNDS, INC
Equity Growth Portfolio 0.55% 0.76% 1.31%
High Yield Portfolio 0.50% 0.65% 1.15%
VAN KAMPEN LIFE INVESTMENT
TRUST
Strategic Stock Portfolio 0.50% 0.75% 1.25%

No other Funds received any such reimbursements.

/3/ The prospectus for Putnam Variable Trust under "Distribution Plans"
discusses this 12b-1 fee.

10
<PAGE>

WHAT IS THE AMOUNT OF INSURANCE ("DEATH BENEFIT") THAT AGL PAYS WHEN THE LAST
SURVIVING CONTINGENT INSURED DIES?

Your specified amount of insurance. In your application to buy a Platinum
Investor Survivor Policy, you tell us how much life insurance coverage you want
on the lives of the contingent insureds. We call this the "specified amount" of
insurance. The specified amount consists of what we refer to as "base coverage"
plus any "supplemental coverage" you select. We also provide a guaranteed
minimum death benefit equal to the initial specified amount. We provide more
information about the specified amount and the guaranteed minimum death benefit
beginning on page _____ under "More About the Death Benefit" and under "Monthly
guarantee premiums," beginning on page _____. You should read these other
discussions carefully because they contain important information about how the
choices you make can affect your benefits and the amount of premiums and charges
you may have to pay.

Your death benefit. The death benefit we will pay is reduced by any
outstanding Policy loans (plus any unearned loan interest). You also choose
whether the death benefit we will pay is

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

. Option 2--The specified amount on the date of the last surviving contingent
insured's death plus the Policy's accumulation value as of the date of
death.

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
for the same amount of premium will tend to be higher under Option 1 than under
Option 2.

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

Federal tax law requires a minimum death benefit in relation to cash value for
a Policy to qualify as life insurance. We will automatically increase the death
benefit of a Policy if necessary to ensure that the Policy will continue to
qualify as life insurance. One of two tests under current federal tax law can
be used: the "guideline premium test" and the "cash value accumulation test."
You must elect one of these tests at issuance, and, once elected, the choice may
not be changed. Factors you should consider in making this choice are discussed
below.

The "guideline premium test" limits the amount of premiums paid under a Policy
at any time to a certain amount which depends on the size of the Policy and the
age and gender of the contingent insureds. Therefore, the maximum premiums you
can pay are generally more limited under this test than under the cash value
accumulation test. The other major difference between the two tax tests
involves the Policy's "alternative death benefit." The alternative death
benefit is calculated as shown in the tables set out below. During any time
when the alternative death benefit works out to

11
<PAGE>

be more than the Option 1 or Option 2 death benefit you have chosen, we would
automatically deem the death benefit to be such higher amount.

As illustrated in the tables below, choosing the cash value accumulation test
for tax law compliance generally makes it more likely that an alternative
minimum death benefit will apply. Therefore, if you anticipate that your Policy
may have a substantial accumulation value in relation to its death benefit, you
should be aware that the alternative death benefit may cause your Policy's death
benefit to be higher if you choose that test than if you choose the guideline
premium test. To the extent that the alternative death benefit does result in a
higher death benefit, the cost of insurance charges deducted from your Policy
will also tend to be higher. (This compensates us for the additional risk that
we might have to pay the higher alternative death benefit.)

If you have selected the guideline premium test, we calculate the alternative
death benefit by multiplying your Policy's accumulation value by the following
percentages:

SPECIMEN ALTERNATIVE BASIC DEATH BENEFITS AS A PERCENTAGE MULTIPLE
OF POLICY ACCUMULATION VALUE (ASSUMING YOU
SELECT THE GUIDELINE PREMIUM TEST)

YOUNGER
CONTINGENT
INSURED'S
AGE* 40 45 50 55 60 65 70 75 100

% 250% 215% 185% 150% 130% 120% 115% 105% 100%

*Nearest birthday at the beginning of the Policy year in which the last
surviving contingent insured dies. We use the younger contingent insured's age
for this purpose even if the younger contingent insured is the first to die.

If you have selected the cash value accumulation test, we calculate the
alternative death benefit by multiplying your Policy's accumulation value by a
percentage that will be set forth on page __ of your Policy. The percentage
varies based on the insurance characteristics of the contingent insureds.
Below is an example of applicable alternative death benefit percentages for the
cash value accumulation test. The example is for a male non-tobacco user and a
female non-tobacco user both preferred premium class and age 55.

SPECIMEN ALTERNATIVE BASIC DEATH BENEFITS AS A PERCENTAGE MULTIPLE
OF POLICY ACCUMULATION VALUE (ASSUMING YOU
SELECT THE CASH VALUE ACCUMULATION TEST)

POLICY
YEAR 1 2 3 5 10 20 30 40 45

% _____% _____% _____% _____% _____% _____% _____% _____% _____%

12
<PAGE>

WHAT IS JOINT EQUAL AGE?

Your Policy has been issued on the basis of a joint equal age. Joint equal
age is a calculation that blends the ages and insurance risks of the contingent
insureds. We use the joint equal age in the Policy to help determine some of the
charges under the Policy. We determine the joint equal age by using the
contingent insureds' individual ages nearest their birthdays, with an adjustment
which is a function of:

. the age of each contingent insured;

. the gender of each contingent insured; and

. the premium class of each contingent insured.

We show the joint equal age as of the date of issue on the Policy's schedule
page. The attained joint equal age increases one year on each Policy
anniversary. The attained joint equal age continues to increase after the first
death of a contingent insured.

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 pay.
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 or that the guaranteed
minimum death benefit (described below) remains in effect ("Cash surrender
value" is explained under "Full surrender" on page __.) 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 falls to
an amount insufficient to cover the monthly charges, 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 each contingent
insured who was living when the Policy lapsed is still living and meets our
requirements for issuing coverage. Also, you will have to pay at least the
amount of premium that we estimate will 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.

Monthly guarantee premiums. Page 3 of your Policy will specify a "Guaranteed
Minimum Death Benefit Monthly Premium." If you pay these guarantee premiums, we
will provide an Option 1 death benefit, even if your policy's cash surrender
value has declined to zero, and even if you have selected Option 2 as the death
benefit for your Policy.

13
<PAGE>

We call this our "guaranteed minimum death benefit," and here are its terms
and conditions. On the first day of each Policy month that the cash surrender
value is not sufficient to pay the monthly deduction, we check to see if the
cumulative amount of premiums paid under the Policy (less any withdrawals), less
any Policy loans, is at least equal to the sum of the monthly guarantee premiums
for all Policy months to date, including the Policy month then starting.
(Policy months are measured from the "Date of Issue" that will also be shown on
page 3 of the Policy.) So long as at least this amount of premium payments has
been paid by the beginning of that Policy month, the Policy will not enter a
grace period or terminate (i.e., lapse) because of insufficient cash surrender
value, unless the guaranteed minimum death benefit has terminated as discussed
in the paragraph immediately below.

If the Policy does terminate following a grace period, or if you surrender the
Policy, the guaranteed minimum death benefit terminates as well. We change the
monthly guarantee premium whenever

. We approve any request you make to increase your Policy's specified amount.

. You request any decrease in specified amount.

. We approve any application you make after your Policy is issued for an
additional rider benefit or any increase in a rider benefit.

. You request removal or decrease of a rider benefit.

Once the guaranteed minimum death benefit terminates for any reason, it can
never be restored or reinstated, even if the Policy itself continues or is
reinstated. At any time before your guaranteed minimum death benefit
terminates, however, you may pay any monthly guarantee premiums that you have
not yet paid to date and thereby continue to have the protection that the
guarantee affords.

The amount of premiums that must be paid to maintain the guaranteed minimum
death benefit will be increased by the cumulative amount of any loans (including
any loan increases to pay interest) and partial surrenders you have taken from
your Policy.

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. The first 12 transfers in a year are free of charge. We will charge
you $25 for each additional transfer. You may make transfers from the variable
investment options at any time. You may make transfers from the declared fixed
interest account during the 60-day period beginning each Policy anniversary, and
we will not honor such a request that we receive at any other time. The amount
that you can transfer each year is limited to 25% of the unloaned accumulation
value you have in the declared fixed interest account as of the Policy
anniversary.

14
<PAGE>

Unless you are transferring the entire amount you have in an investment
option, each transfer must be at least $500. See "Additional Rights That We
Have" on page __.

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

HOW CAN I CHANGE MY POLICY'S INSURANCE COVERAGE?

Increase in coverage. At any time while both contingent insureds are
living, you may request an increase in the specified amount of coverage under
your Policy. You must, however, provide us with satisfactory evidence that both
contingent insureds continue 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 ages and premium classes of the contingent
insureds at the time of the increase. Also, a new amount of surrender charge
applies to any amount of the increase that you request as base (rather than
supplemental) coverage. This amount is the same as it would be if we were
instead issuing the same amount of base coverage as a new Platinum Investor
Survivor Policy. You can increase base coverage and supplemental coverage in
any ratio.

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 specified amount cannot be less than the greater of (i)
$100,000, and (ii) any minimum amount which, in view of the amount of premiums
you have paid, is necessary for the Policy to continue to meet the Federal tax
law definition of life insurance. We will apply a reduction in specified amount
proportionately against the specified amount provided under the original
application and any specified amount increases. We will reduce base and
supplemental coverages proportionately. We will deduct from your accumulation
value any remaining surrender charge that is associated only with any amount of
base coverage that is canceled in this way. If there is not sufficient
accumulation value to pay the surrender charge at the time you request a
reduction, the decrease will not be allowed.

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. The
change will go into effect on the monthly deduction day following the date
we receive your request for change. We will take the reduction
proportionately from each component of the Policy's specified amount.

. 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.

15
<PAGE>

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.

Effect of changes in insurance coverage on guaranteed minimum death benefit.
Most types of change in coverage will result in termination of our guarantee
that, if you pay certain prescribed amounts of premiums, we will pay a death
benefit even if your policy's cash surrender value declines to zero. The details
of this guarantee are discussed under "Monthly guarantee premiums," beginning on
page __.

WHAT ADDITIONAL RIDER BENEFITS AND POLICY OPTIONS MIGHT I SELECT?

You can request that your Policy include the additional rider benefits
described below. For most of the riders that you choose, a charge, which will
be shown on page 3 of your Policy, will be deducted from your accumulation value
on each monthly deduction date. Eligibility for and changes in these benefits
are subject to our rules and procedures as in effect from time to time. More
details are included in the form of each rider, which we suggest that you review
if you choose any of these benefits.

Four Year Term Rider

. This rider provides an additional death benefit equal to the Policy's
initial specified amount. This additional benefit will be paid if both
contingent insureds die during the first four Policy years.

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 the last surviving contingent insured's death. With this rider, all
accumulation value that is in the separate account can remain there. There
is no charge for this rider.

. No additional premium payments, new loans, or Policy changes will be
allowed after the original maturity date.

. You cannot revoke this rider after you have elected it.

. Extension of the maturity date beyond the younger contingent insured'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.

Return of Premium Rider

. You may purchase this rider only as of the date of issue and only if you
have selected death benefit Option 1.

16
<PAGE>

. This rider provides an increase in the death benefit equal to all premiums
you have paid including premiums for any riders, minus the sum of:

1. all partial surrenders; and

2. any outstanding policy loan (plus any unearned loan interest).

Single Life Annually Renewable Term Insurance Rider

. This rider allows you to provide term single life insurance on the life of
either or both of the contingent insureds. We will pay a death benefit
upon the death of the contingent insured on whose life you purchased the
rider. The death benefit is in addition to any death benefit we pay under
the Policy.

. You cannot purchase this rider on the life of a contingent insured if the
premium class for that contingent insured is uninsurable.

Terminal Illness Rider

. You might recognize this rider as an "accelerated death benefit" or "living
benefit" rider. This rider provides for a benefit to be requested if the
Policy's last surviving contingent insured is diagnosed as having a
terminal illness (as defined in the rider) and less than 12 months to live.
This rider is not available in all states. The maximum amount you may
receive under this rider before the last surviving contingent insured's
death is 50% of the death benefit payable under the Policy (excluding any
rider benefits) or, if less, $250,000. The amount of benefits paid under
the rider, plus an administrative fee (not to exceed $250), plus interest
on these amounts to the next Policy anniversary becomes a "lien" against
all future Policy benefits. We will continue to charge interest in advance
on the total amount of the lien and will add any unpaid interest to the
total amount of the lien each year. Any time the total lien, plus any
other Policy loans, exceeds the Policy's then current death benefit, the
Policy will terminate without further value. The cash surrender value of
the Policy also will be reduced by the amount of the lien.

Exchange Option

. This option is not a rider. You as the owner of the Policy have the right
at any time while both contingent insureds are living to request that the
Policy be split into two separate policies, insuring each of the contingent
insureds under new, single life policies. In order for you to exercise
this option, neither contingent insured could have the "uninsurable"
premium class when the original Policy was issued.

. You can choose the amount of coverage on each policy, as long as the total
equals the death benefit amount of the Policy. We will transfer the cash
surrender value of the Policy, after paying off any outstanding loan, to
the new policies in the same proportion as the new face amounts are to each
other.

17
<PAGE>

. The new policies are subject to underwriting based on our established
procedures. This option requires that both contingent insureds are found
to be insurable.

. The new policies can be any flexible or level premium whole life policy or
endowment plan we would ordinarily issue when the option is exercised.

. You can choose to exchange without underwriting only if the contingent
insureds divorce, the Federal unlimited marital deduction is repealed, or
there is a reduction of at least 50% of the tax rate in the maximum Federal
estate bracket. However, in the case of divorce, the divorce decree must
have been final at least 24 months before the exchange. In these
situations, the original Policy's specified amount and cash surrender value
will be split equally between the two new policies.

. The Policy terminates when we issue the new policies.

. Under each of the new policies, if the insured commits suicide within the
first two policy years, we will limit the death benefit proceeds to the
total of all premiums that have been paid on the Policy insuring the
deceased person to the time of death minus any outstanding policy loans
(plus any unearned loan interest) and partial surrenders.

. A few states do not permit this option. Please ask your AGL representative
if you reside in one of these states.

. There is no additional charge for this option or its exercise.

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, plus any unearned
interest, and less any surrender charge that then applies. 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. We will automatically reduce your Policy's accumulation
value by the amount of your withdrawal and any related charges.

If the Option 1 death benefit is then in effect, we also will reduce your
Policy's specified amount by the amount of such withdrawal and charges. We will
take any such reduction proportionately from each component of the Policy's
specified amount and deduct any remaining surrender charge that is associated
with any portion of specified amount that is canceled. We do not allow partial
surrenders that would reduce the specified amount below $100,000.

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

There is a $25 transaction fee for each partial surrender you make.

18
<PAGE>

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.

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.

We remove from your investment options an amount equal to your loan and hold
that part of your accumulation value in the declared fixed interest account as
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 4.50% during the first 10
Policy years and 4.25% thereafter. Loan interest is payable annually, on the
Policy anniversary, in advance, at a rate of 4.31% for loans you make during the
first 10 Policy years and 4.08% for loans you make thereafter. These are
equivalent to the effective annual rates of 4.50% and 4.25%, respectively. Any
amount not paid by its due date will automatically be added to the loan balance
as an additional loan. Interest you pay on Policy loans will not, in most cases,
be deductible on your tax returns.

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

You may repay all or part (but not less than $10 unless it is the final
payment) of your loan at any time before the death of the last surviving
contingent 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.
Any loan repayments go first to repay all loans that were taken from our
declared fixed investment account option. 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
(plus any unearned loan interest) will be deducted from the proceeds we pay
following the last surviving contingent insured's death.

Preferred loan interest rate. We will credit a higher interest rate 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 (which includes 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

19
<PAGE>

discretion to vary the preferred rate, provided that it will always be greater
than or equal to the rate we are then crediting in connection with regular
Policy loans, and will never be less than an effective annual rate of 4.25%.
Because we first began offering the Policies in the year 2000, we have not yet
declared a preferred loan interest rate for any outstanding Policy.

Maturity of your Policy. If the last surviving contingent insured 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 can be no later than the Policy anniversary nearest
the younger contingent insured'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 last surviving contingent insured, 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 selected amount of at least $60 per
year for each $1,000 of proceeds until all amounts are paid out.

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

. Option 4--Proceeds left to accumulate 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 last surviving contingent insured'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.

20
<PAGE>

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 and premium classes. We have five premium classes, and also
combinations of the premium classes, we use to decide how much the monthly
insurance charges under any particular Policy will be: select, preferred,
standard, special, and uninsurable. They are each described in your Policy.

The term "uninsurable" is used in a special way when we issue a Policy.
"Uninsurable" describes a person proposed to become insured under a Policy who
would not pass our requirements to be insured under one of our policies that
insures only one life. Under some conditions a person who is uninsurable can
become a contingent insured under a Policy. The other contingent insured cannot
be uninsurable.

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.

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

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 benefit paid under a Policy is 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__.

21
<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;

. full surrender;

. partial surrender;

. change of beneficiary or contingent beneficiary;

. change of allocation percentages for premium payments;

. loan repayments or loan interest payments;

. 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 each contingent insured'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 the
names of both contingent insureds. We cannot process any requested action that
does not include all required information.

22
<PAGE>

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, your
telephone request is incomplete or not fully comprehensible, we will not process
the transaction. The phone number for telephone requests is 1-________________.

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--Current Charges
Death Benefit Option 1--Guaranteed Maximum Charges

The tables show how death benefits, accumulation values, and cash surrender
values ("Policy benefits") under a sample 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 male
non-tobacco user and female non-tobacco user both preferred premium class and
age 55. 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).

The tables show a sample Policy with 100% base coverage only. A Policy with
supplemental coverage at current charges will over time have lower monthly
insurance charges and a higher accumulation value. Your AGL representative can
provide you with Policy illustrations specific to you, showing how your
selection can affect your Policy values under different assumptions.

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 following tables include:

23
<PAGE>

. a charge for state premium tax assumed to be 2.0% (for both current and
guaranteed maximum charges);

. after we deduct premium taxes, a deduction from the remainder of each
premium payment of 6.5% for each premium we receive during the first 10
Policy years; and 3% thereafter after deducting premium taxes;

. a daily charge for the first 10 Policy years at an annual effective rate of
.40% (for both current and guaranteed maximum charges);

. a daily charge after 10 Policy years at an annual effective rate of .20%
and .40% for current and guaranteed maximum charges, respectively;

. a monthly administration fee of $12 for the first five Policy years (for
both current and guaranteed maximum charges);

. a monthly administration fee after the first five Policy years of $6 and
$10 for current and guaranteed maximum charges, respectively;

. a monthly charge for each $1,000 of specified amount of _______ (for both
current and guaranteed maximum charges); and

. the current monthly insurance charge and guaranteed maximum monthly
insurance charges for current charges and guaranteed maximum charges,
respectively.

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.

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.

24
<PAGE>

PLATINUM INVESTOR SURVIVOR

[To be updated by Pre-effective amendment.]

SINGLE PREMIUM $________ INITIAL SPECIFIED AMOUNT $_________
DEATH BENEFIT OPTION 1

MALE AND FEMALE, AGE 55
NON-TOBACCO USERS, PREFERRED PREMIUM CLASS
ASSUMING CURRENT CHARGES

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.

25
<PAGE>

PLATINUM INVESTOR SURVIVOR

[TO BE UPDATED BY PRE-EFFECTIVE AMENDMENT.]

SINGLE PREMIUM $________ INITIAL SPECIFIED AMOUNT $________
DEATH BENEFIT OPTION 1

MALE AND FEMALE, AGE 55
NON-TOBACCO USERS, PREFERRED PREMIUM CLASS
ASSUMING GUARANTEED CHARGES

1
2
3
4
5
6
7
8
9
10

20
</TABLE>

THE VALUES WILL CHANGE IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR
FREQUENCIES.

THE INVESTMENT RESULTS ARE AN EXAMPLE ONLY AND ARE NOT A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN.

26
<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
More About the Death Benefit
More About Our Declared Fixed Interest Account Option
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

27
<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 registered as a
unit investment trust with the SEC under the Investment Company Act of 1940. We
created the separate account on May 6, 1997 under Texas law.

For record keeping and financial reporting purposes, 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 Policy will be treated as "life insurance" for federal income tax
purposes (a) if it meets the definition of life insurance under Section 7702 of
the Internal Revenue Code of 1986, as amended (the "Code") and (b) for as long
as the investments made by the underlying Mutual Funds satisfy certain
investment diversification requirements under Section 817(h) of the Code. We
believe that the Policy will meet these requirements and that:

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

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

28
<PAGE>

Although AGL believes that the Policies are in compliance with Section 7702
of the Code, the manner in which Section 7702 should be applied to certain
features of a last survivor life insurance policy is not directly addressed by
Section 7702. In the absence of final regulations or other guidance issued
under Section 7702, there is necessarily some uncertainty whether survivor life
insurance policies, like the Platinum Investor Survivor Policies, will meet the
Section 7702 definition of a life insurance contract.

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 last surviving
contingent insured'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

29
<PAGE>

were not taxable.) During the first 15 Policy years, the proceeds from a partial
surrender could be subject to federal income tax, under a complex formula, to
the extent that your accumulation value exceeds your basis in your Policy.

On the maturity date or upon full surrender, any excess in the amount of
proceeds we pay (including amounts we use to discharge any Policy loan) over
your basis in the Policy, will be subject to federal income tax. In addition, if
a Policy ends after a grace period while there is a policy loan, the
cancellation of such loan and any 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 while any contingent insured is still living will be taxed on an
"income-first" basis. Distributions for this purpose include a loan (including
any increase in the loan amount to pay interest on an existing loan or an
assignment or a pledge to secure a loan) or partial surrender. Any such
distributions will be considered taxable income to you to the extent your
accumulation value exceeds your basis in the Policy. For modified endowment
contracts, your basis is similar to the basis described above for other
policies, except that it also would be increased by the amount of any prior loan
under your Policy that was considered taxable income to you. For purposes of
determining the taxable portion of any distribution, all modified endowment
contracts issued by the same insurer (or its affiliate) to the same owner
(excluding certain qualified plans) during any calendar year are aggregated. The
Treasury Department has authority to prescribe additional rules to prevent
avoidance of "income-first" taxation on distributions from modified endowment
contracts.

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

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

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

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

If your Policy ends after a grace period while there is a Policy loan, the
cancellation of the loan will be treated as a distribution to the extent not
previously treated as such and could be subject to tax, including the 10%
penalty tax, as described above. In addition, on the maturity date or upon a
full surrender, any excess of the proceeds we pay (including any amounts we use
to discharge any loan) over your basis in the Policy, will be subject to federal
income tax and, unless an exception applies, the 10% penalty tax.

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

30
<PAGE>

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.

Taxation of Exchange Option. You can split the policy into two other single
life insurance policies under some circumstances. A policy split could have
adverse tax consequences if it is not treated as a nontaxable exchange under
Section 1035 of the Code. This could include, among other things, recognition
as taxable income an amount up to any gain in the Policy at the time of the
exchange.

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 last
surviving contingent insured died during such period of disqualification or
subsequent periods, a portion of the death benefit proceeds would be taxable to
the beneficiary. Separate Account VL-R, through the Mutual Funds, intends to
comply with these requirements. Although we do not have direct control over the
investments or activities of the Mutual Funds, we will enter into agreements
with them requiring the Mutual Funds to comply with the diversification
requirements of the Section 817(h) Treasury Regulations.

In connection with the issuance of then temporary diversification regulations,
the Treasury Department stated that it anticipated the issuance of guidelines
prescribing the circumstances in which the ability of a policy owner to direct
his or her investment to particular Mutual Funds within Separate Account VL-R
may cause the policy owner, rather than the insurance company, to be treated as
the owner of the assets in the account. Due to the lack of specific guidance on
investor control, there is some uncertainty about when a policy owner is
considered the owner of the assets for tax purposes. If you were considered the
owner of the assets of Separate Account VL-R, income and gains from the account
would be included in your gross income for federal income tax purposes. Under
current law, however, we believe that AGL, and not the owner of a Policy, would
be considered the owner of the assets of Separate Account VL-R.

Estate and generation skipping taxes. If the last surviving contingent insured
is the Policy's owner, the death benefit under the Policy will generally be
includable in the owner's estate for purposes of federal estate tax. If the
owner is not the last surviving contingent insured, under certain conditions,
only an amount approximately equal to the cash surrender value of the Policy
would be includable. The federal estate tax is integrated with the federal gift
tax under a unified rate schedule and unified credit. The Taxpayer Relief Act
of 1997 gradually raises the credit to $1,000,000. In addition, an unlimited
marital deduction may be available for federal estate tax purposes.

As a general rule, if a "transfer" is made to a person two or more generations
younger than the Policy's owner, a generation skipping tax may be payable at
rates similar to the maximum estate tax rate in effect at the time. The
generation skipping tax provisions generally apply to "transfers" that would be
subject to the gift and estate tax rules. Individuals are generally allowed an
aggregate generation skipping tax

31
<PAGE>

exemption of $1 million. Because these rules are complex, you should consult
with a qualified tax adviser for specific information, especially where benefits
are passing to younger generations.

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

Life insurance in split dollar arrangements. The IRS has released a technical
advice memorandum ("TAM") on the taxability of insurance policies used in
certain split dollar arrangements. A TAM provides advice as to the internal
revenue laws, regulations, and related statutes with respect to a specified set
of facts and a specified taxpayer. In the TAM, among other things, the IRS
concluded that an employee was subject to current taxation on the excess of the
cash surrender value of the policy over the premiums to be returned to the
employer. Purchasers of life insurance policies to be used in split dollar
arrangements are strongly advised to consult with a qualified tax adviser to
determine the tax treatment resulting from such an arrangement.

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

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

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

Other employee benefit programs. Complex rules may also apply when a policy is
held by an employer or a trust, or acquired by an employee, in connection with
the provision of other employee benefits. These policy owners must consider
whether the policy was applied for by or issued to a person having an insurable
interest under applicable state law and with the contingent insureds' 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.

32
<PAGE>

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

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

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

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

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

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

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.

33
<PAGE>

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.

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 lifetime of either contingent insured. 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 last surviving contingent
insured 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
we take before we receive a complete notice of the assignment in good order. We
are also not responsible for the validity of the assignment. An absolute
assignment is a change of ownership. Because there may be unfavorable tax
consequences, including recognition of taxable income and the loss of income
tax-free treatment for any death benefit payable to the beneficiary, you should
consult a qualified tax adviser before making an assignment.

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 contingent insureds 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);

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<PAGE>

. 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).

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

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.

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.

Gender neutral policies. Congress and the legislatures of various states have
from time to time considered legislation that would require insurance rates to
be the same for males and females of the same age, premium class and tobacco
user status. In addition, employers and employee organizations should consider,
in consultation with counsel, the impact of Title VII of the Civil Rights Act of
1964 on the purchase of life insurance policies in connection with an
employment-related insurance or benefit plan. In a 1983 decision, the United
States Supreme Court held that, under Title VII, optional annuity benefits under
a deferred compensation plan could not vary on the basis of gender. In general,
we do not offer the Platinum Investor Survivor Policy for sale in situations
which, under current law, require gender-neutral premiums or benefits.

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 __.

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

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" or a
"business day."

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<PAGE>

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 contingent insureds' premium classes 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
contingent insureds' 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 contingent insureds
meet 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 premium class. The
day we begin to deduct charges will appear on page 3 of your Policy and is
called the "date of issue." Policy months and years are measured from the date
of issue. To preserve a younger age at issue for the contingent insureds, 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 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, reinstatements
of a Policy that has lapsed, and changes in death benefit option take
effect on the Policy's monthly deduction day on or next following our
approval of the transaction;

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<PAGE>

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

. If you exercise 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.

MORE ABOUT THE DEATH BENEFIT

Base coverage and supplemental coverage. The amount of insurance coverage you
select at the time you apply to purchase a Policy is called the specified
amount. The specified amount is the total of two types of coverage: your "base
coverage" and "supplemental coverage," if any, that you select. You decide how
much base coverage and how much supplemental coverage you want, as long as the
total is not less than the minimum of $100,000 and at least 10% of the total
initially is base coverage. There is no limit on additional supplemental
coverage you can purchase. You can choose to have only base coverage. You can
use the mix of base and supplemental coverage to emphasize your own objectives.
Here are the features about supplemental coverage that differ from base
coverage:

. There are no surrender charges;

. The monthly insurance charge for supplemental coverage is always equal to
or less than the monthly insurance charge for an equivalent amount of base
coverage; and

. We do not collect the monthly charge for each $1,000 of specified amount
that is attributable to supplemental coverage.

Generally, if you choose supplemental coverage instead of base coverage, you
will reduce your total charges and increase your accumulation value on a current
charge basis. The more supplemental coverage you elect, the greater will be the
amount of the reduction in charges and increase in accumulation value, on a
current charge basis. Policy owner objectives differ. Therefore, before
deciding how much, if any, supplemental coverage you should have, you should
discuss with your AGL representative what you believe to be your own objectives.
Your representative can provide you with further information and Policy
illustrations showing how your selection of base and supplemental coverage can
affect your Policy values under different assumptions.

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<PAGE>

MORE ABOUT OUR DECLARED FIXED INTEREST ACCOUNT OPTION

Our general account. Our general account assets are all of our assets that we
do not hold in legally segregated separate accounts. Our general account
supports our obligations to you under your Policy's declared fixed interest
account option. Because of applicable exemptions, no interest in this option
has been registered under the Securities Act of 1933, as amended. Neither our
general account or our declared fixed interest account is an investment company
under the Investment Company Act of 1940. We have been advised that the staff
of the SEC has not reviewed the disclosures that are included in this prospectus
for your information about our general account or our declared fixed interest
account option. Those disclosures, however, may be subject to certain generally
applicable provisions of the federal securities laws relating to the accuracy
and completeness of statements made in prospectuses.

How we declare interest. We can at any time change the rate of interest we
are paying on any accumulation value allocated to our declared fixed interest
account option, but it will always be at an effective annual rate of at least
4%.

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

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, Separate Accounts USL VA-R and USL VL-R of The United States Life
Insurance Company in the City of New York ("USL"), and Separate Account E of
American General Life Insurance Company of New York ("AGNY"). USL is an
affiliate of AGL and AGNY is a wholly-owned subsidiary of AGL. These separate
accounts are registered investment companies. AGSI, as the principal
underwriter, is not paid any fees on the Policies.

We and AGSI have sales agreements with various broker-dealers and banks under
which the Policies will be sold by registered representatives of the broker-
dealers or employees of the banks. These registered representatives and
employees are also required to be authorized under applicable state regulations
as life insurance agents to sell variable life insurance. The broker-dealers
are ordinarily required to be registered with the SEC and must be members of the
NASD.

We pay compensation directly to broker-dealers and banks for promotion and
sales of the Policies. AGSI also has its own registered representatives who
will sell the Policies, and we will pay compensation to AGSI for these sales.

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<PAGE>

The compensation payable to broker-dealers or banks for sales of the Policies
may vary with the sales agreement, but is generally not expected to exceed:

. 90% of the premiums paid in the first Policy year up to a "target" amount;

. 3% of the premiums not in excess of the target amount paid in each of
Policy years two through 10;

. 3% of all premiums in excess of the target amount received in any of Policy
years one through 10;

. 2% of all premiums paid in each Policy year after Policy year 10; and

. .20% of the Policy's accumulation value (reduced by any outstanding loans)
in the investment options after Policy year one.

The target amount is an amount of level annual premium that would be necessary
to support the benefits under your Policy, based on certain assumptions that we
believe are reasonable. For this purpose, we exclude any supplemental coverage
and, therefore, the target premium is reduced proportionately by the amount of
supplemental coverage.

The maximum value of any alternative amounts we may pay for sales of the
Policies is expected to be equivalent over time to the amounts described above.
For example, we may pay a broker-dealer compensation in a lump sum which will
not exceed the aggregate compensation described above.

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

We pay the compensation directly to AGSI or any other selling broker-dealer
firm or bank. We pay the compensation from our own resources which does not
result in any additional charge to you that is not described on page ___. Each
broker-dealer firm or bank, in turn, may compensate its registered
representative or employee who acts as agent in selling you a Policy.

We sponsor a non-qualified deferred compensation plan ("Plan") for our
insurance agents. Some of our agents are registered representatives of AGSI and
sell the Policies. These agents may, subject to regulatory approval, receive
benefits under the Plan when they sell the Policies. The benefits are deferred
and the Plan terms may result in the agent never receiving the benefits. The
Plan provides for a varying amount of benefits annually. We have the right to
change the Plan in ways that affect the amount of benefits earned each year.

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

39
<PAGE>

payment within 60 days after the date we receive notification of the insured
person's death, we will pay the proceeds as a single sum, normally within seven
days thereafter.

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

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

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 or any
application for a change in coverage. However,

. We cannot challenge the Policy after it has been in effect, during either
contingent insured'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 either contingent insured's lifetime.

Adjustments to Death Benefit

Suicide. If either contingent insured commits suicide during the first two
Policy years, we will limit the death benefit proceeds to the total of all
premiums that have been paid to the time of death minus any outstanding Policy
loans (plus credit for any unearned interest) and any partial surrenders.

A new two year period begins if you increase the specified amount. You can
increase the specified amount only if both contingent insureds are living at the
time of the increase. In this case, if either

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<PAGE>

contingent insured commits suicide during the first two years following the
increase, we will refund the monthly insurance deductions attributable to the
increase. The death benefit will then be based on the specified amount in effect
before the increase.

Some states require that we compute these periods for noncontestability
differently following a suicide.

Wrong age or gender. If the age or gender of either contingent insured 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.

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 Policies 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 underwriting and premium class guidelines;

. 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.

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<PAGE>

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

Performance Information

From time to time, we may quote performance information for the divisions of
Separate Account VL-R in advertisements, sales literature, or reports to owners
or prospective investors.

We may quote performance information in any manner permitted under applicable
law. We may, for example, present such information as a change in a hypothetical
owner's cash value or death benefit. We also may present the yield or total
return of the division based on a hypothetical investment in a Policy. The
performance information shown may cover various periods of time, including
periods beginning with the commencement of the operations of the division or the
Mutual Funds in which it invests. The performance information shown may reflect
the deduction of one or more charges, such as the premium 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 is 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

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<PAGE>

and CEO (August 1996-July 1998). President of American
General Life Insurance Company of New York (November
1995-August 1996). Vice President Agencies, with
Connecticut Mutual Life Insurance Company, Hartford,
Connecticut (1990-1995).

Donald W. Britton Director and Vice Chairman of the Board of American
General Life Insurance Company since April 1999.
President of First Colony Life, Lynchburg, Virginia
(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 Marketing Officer of
Jefferson-Pilot Life Insurance Company in Greensboro,
North Carolina (1993-1998).

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

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

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

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

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

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<PAGE>

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

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

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

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

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

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

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

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<PAGE>

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

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

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

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

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

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

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

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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

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

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<PAGE>

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

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

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

LEGAL MATTERS

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

INDEPENDENT AUDITORS

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

ACTUARIAL EXPERT

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

SERVICES AGREEMENT

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

47
<PAGE>

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 [TO BE UPDATED BY AMENDMENT OR DELETED IN ITS
ENTIRETY.]

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

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

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

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

We assessed and mitigated the risks associated with the potential failure of
third parties to achieve Year 2000 readiness. Our activities included the
following: (1) identify and classify third party dependencies; (2) research,
analyze, and document Year 2000 readiness for critical third parties; and (3)
test critical hardware and software products and electronic interfaces. As of
June 30, 1999, these activities have been

48
<PAGE>

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 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.

49
<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 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 Policies.

PAGE TO
CONSOLIDATED FINANCIAL STATEMENTS OF SEE IN THIS
AMERICAN GENERAL LIFE INSURANCE COMPANY PROSPECTUS
- --------------------------------------- -----------

[To be filed by pre-effective amendment]

50
<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
base coverage
basis
beneficiary
cash surrender value
cash value accumulation test
close of business
Code
contingent insured
cost of insurance rates
daily charge
date of issue
death benefit
declared fixed interest account option
dollar cost averaging
full surrender
Fund
guideline premium test
guaranteed minimum death benefit
investment option
joint equal age
lapse
last surviving contingent insured
loan, loan interest
maturity, maturity date
modified endowment contract
monthly deduction day
monthly guarantee premium
monthly insurance charge
Mutual Fund
option 1, 2
partial surrender
payment option
planned periodic premium
Policy

51
<PAGE>

PAGE TO
SEE IN THIS
DEFINED TERM PROSPECTUS
- ------------ -----------

Policy loan
Policy month, year
premium payments
reinstate, reinstatement
SEC
separate account
Separate Account VL-R
seven-pay test
specified amount
surrender
telephone transactions
transfers
uninsurable
valuation date, period
variable investment option

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.

52
<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 January 15,
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 Registration Statement).

(4) Not applicable.

(5) Form of the "Platinum Investor Survivor" Variable
Universal Life Insurance Policy (Policy Form No. 99206).
(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 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 January 1,
2000. (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, with Schedule B providing for Policy as of July 1,
2000. (12)

(8)(c)(i) Form of Participation Agreement Between American General
Life Insurance Company and Dreyfus Variable Investment
Fund, The Dreyfus Socially Responsible Growth Fund, Inc.
and Dreyfus Life and Annuity Index Fund, Inc. (6)

(8)(c)(ii) Amendment One to Participation Agreement by and among
American General Life Insurance Company, Dreyfus
Variable Investment Fund, The Dreyfus Socially
Responsible Growth Fund, Inc. and Dreyfus Life and
Annuity Index Fund, Inc. dated December 1, 1998. (8)

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

(8)(d)(ii) Amendment Three to Participation Agreement by and among
MFS Variable Insurance Trust, American General Life
Insurance Company and Massachusetts Financial Services
Company dated December 1, 1998. (12)

II-3
<PAGE>

(8)(e)(i) Participation Agreement by and among American General
Life Insurance Company, American General Securities
Incorporated, Morgan Stanley Universal Funds, Inc.,
Morgan Stanley Asset Management Inc., and Miller
Anderson & Sherrerd LLP. (9)

(8)(e)(ii) Amendment One to Participation Agreement by and among
American General Life Insurance Company, American
General Securities Incorporated, Morgan Stanley
Universal Funds, Inc., Morgan Stanley Asset Management
Inc., and Miller Anderson & Sherrerd LLP. (11)

(8)(e)(iii) Amendment Six to Participation Agreement Among Morgan
Stanley Dean Witter Universal Funds, Inc., Van Kampen
Distributors, Inc., Morgan Stanley Dean Witter
Investment Management Inc., Miller Anderson & Sherrerd,
LLP, American General Life Insurance Company, and
American General Securities Incorporated. (12)

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

(8)(g)(i) Form of Participation Agreement Among American General
Life Insurance Company, American General Securities
Incorporated, SAFECO Resources Series Trust, and Safeco
Securities, Inc. (6)

(8)(g)(ii) Amendment Three to Participation Agreement by and among
American General Life Insurance Company, American
General Securities Incorporated and SAFECO Resources
Series Trust dated as of January 1, 2000. (12)

(8)(h)(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)(h)(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)(h)(iii) Amendment Five 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. (12)

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

II-4
<PAGE>

(8)(j) Form of Administrative Services Agreement between
American General Life Insurance Company, Miller Anderson
& Sherrard LLP and Morgan Stanley Dean Witter Investment
Management Inc. (12)

(8)(k) Form of Administrative Services Agreement between
American General Life Insurance Company and SAFECO Asset
Management Company. (12)

(8)(l) Form of Administrative Service Agreement between Van
Kampen Asset Management Inc. and American General Life
Insurance Company. (12)

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

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

(8)(o)(i) Administrative Services Agreement dated as of
August 11, 1998, between American General Life Insurance
Company and The Dreyfus Corporation. (4)

(8)(o)(ii) Amendment to Administrative Services Agreement dated as
of August 11, 1998, between American General Life
Insurance Company to the Dreyfus Corporation effective
as of December 1, 1998. (4)

(9) Not applicable.

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

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

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

(10)(d) Variable Universal Life Insurance Supplemental
Application. (Filed herewith)

(10)(e) Product specific Service Request Form. (Filed herewith)

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.

II-5
<PAGE>

4 Not applicable.

5 Financial Data Schedule. (Not applicable)

6 Consent of Independent Auditors. (12)

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

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

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

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

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

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

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

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

/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 on February 12, 1998.

II-6
<PAGE>

/11 /Incorporated by reference to the filing of Pre-Effective Amendment No. 1 of
the Form S-6 Registration Statement (File No. 333-80191) of American General
Life Insurance Company 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 12th day of November, 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 November 12, 1999
- --------------------------- and Director
(Ronald H. Ridlehuber)

/s/ ROBERT F. HERBERT, JR. Principal Financial and November 12, 1999
- --------------------------- Accounting Officer
(Robert F. Herbert, Jr.) and Director

II-8
<PAGE>

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

/s/ DONALD W. BRITTON Director November 12, 1999
- ---------------------------
(Donald W. Britton)

/s/ DAVID A. FRAVEL Director November 12, 1999
- --------------------------
(David A. Fravel)

/s/ ROYCE G. IMHOFF, II Director November 12, 1999
- --------------------------
(Royce G. Imhoff, II)

/s/ JOHN V. LAGRASSE Director November 12, 1999
- --------------------------
(John V. LaGrasse)

/s/ RODNEY O. MARTIN, JR. Director November 12, 1999
- ---------------------------
(Rodney O. Martin, Jr.)

/s/ GARY D. REDDICK Director November 12, 1999
- --------------------------
(Gary D. Reddick)

/s/ THOMAS M. ZUREK Director November 12, 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 January 15,
1999. (12)

(3)(b) Form of Selling Group Agreement. (6)

(4) Not applicable.

(5) Form of the "Platinum Investor Survivor" Variable
Universal Life Insurance Policy (Policy Form No. 99206).
(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)(d)(i) Form of Participation Agreement Among MFS Variable
Insurance Trust, American General Life Insurance Company
and Massachusetts Financial Services Company. (6)

E-2
<PAGE>

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

(8)(g)(i) Form of Participation Agreement Among American General
Life Insurance Company, American General Securities
Incorporated, SAFECO Resources Series Trust, and Safeco
Securities, Inc. (6)

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

(8)(j) Form of Administrative Services Agreement between
American General Life Insurance Company, Miller Anderson
& Sherrard LLP and Morgan Stanley Dean Witter Investment
Management Inc. (12)

(8)(k) Form of Administrative Services Agreement between
American General Life Insurance Company and SAFECO Asset
Management Company. (12)

(8)(l) Form of Administrative Service Agreement between Van
Kampen Asset Management Inc. and American General Life
Insurance Company. (12)

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

E-3
<PAGE>

(8)(o)(i) Administrative Services Agreement dated as of
August 11, 1998, between American General Life Insurance
Company and The Dreyfus Corporation. (4)

(8)(o)(ii) Amendment to Administrative Services Agreement dated as
of August 11, 1998, between American General Life
Insurance Company to the Dreyfus Corporation effective
as of December 1, 1998. (4)

(9) Not applicable.

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

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

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

(10)(d) Variable Universal Life Insurance Supplemental
Application. (Filed herewith)

(10)(e) Product specific Service Request Form. (Filed herewith)

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.

E-4
<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-5

<PAGE>

Exhibit 5

11/09/99

AMERICAN GENERAL LIFE
Insurance Company
Home Office:
Houston, Texas

2727-A Allen Parkway POLICY NUMBER:
P.O. Box 4880 [American General Logo]
Houston, Texas 77210

(888) 325-9315
WE WILL PAY THE DEATH BENEFIT PROCEEDS to the designated Beneficiary if the last
surviving Contingent Insured named on page 3 dies prior to the Maturity Date and
while this policy is in force. Payment will be made after We receive due proof
of the deaths of both Contingent Insureds, 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 one or both Contingent Insureds are living on that date. No benefits
will be paid upon the death of the first Contingent Insured.

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 JOINT AND LAST SURVIVOR FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
POLICY. An adjustable Death Benefit is payable upon the LAST SURVIVING
Contingent 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 AT THE END OF THE VALUATION PERIOD IN WHICH YOUR REQUEST IS
RECEIVED PLUS ANY CHARGES THAT HAVE BEEN DEDUCTED.

SIGNED AT THE HOME OFFICE ON THE DATE OF ISSUE.

/s/ Pauletta P. Cohn /s/ Ronald H. Ridlehuber
- ------------------------ -----------------------------
Secretary President

JOINT AND LAST SURVIVOR FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
READ YOUR POLICY CAREFULLY
<PAGE>

INDEX

Annual Report 22
Automatic Rebalancing 16
Beneficiary and Proceeds 18
Cash Surrender Value 12
Changing Your Insurance Policy 8
Change of Ownership or Beneficiary 19
Changing the Death Benefit Option 8
Changing the Specified Amount 8
Contract 5
Cost of Insurance Rate Table 4B
Date of Issue 3, 5
Death Benefit and Death Benefit Options 7
Death Benefit Corridor Rates 4A
Dollar Cost Averaging 16
General Account 10
General Provisions 21-22
Grace Period 14
Incontestability 21
Investment Advisor or Investment Objective, Change of 10
Investments of the Separate Account 9
Maturity Date 3
Monthly Administration Fee 13
Owner 5
Payment Options 19-21
Policy Loans 17-18
Policy Values 11-15
Premium Class 2
Premium Expense Charge 5
Premium Payments 5
Reinstatement 23
Separate Account 89
Surrender, Full and Partial 12
Suspension and Deferral of Payments Provision 17
Transfer Provision 15-16
Valuation of Assets 9
Valuation Dates 9
Valuation Units 9
When This Policy Terminates 23

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; 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. One or a combination of the following terms will be used to
describe the Premium Class of this policy:

SELECT. The Term "Select" means the cost of insurance is based on the
Contingent Insured being an above average mortality risk.

PREFERRED. The term "Preferred" means the cost of insurance is based on the
Contingent Insured being a non-user of tobacco.

STANDARD. The term "Standard" means the cost of insurance is based on the
Contingent Insured being a tobacco user.

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

UNINSURABLE. The term "Uninsurable" means the Contingent Insured would not
pass the Underwriting requirements for a single life policy.

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

Page 2
<PAGE>

POLICY SCHEDULE

BASIC POLICY YEARS PAYABLE MONTHLY COST

LAST SURVIVOR VARIABLE LIFE 65 SEE PAGE 4B

ADDITIONAL BENEFITS PROVIDED BY RIDERS

NONE

SCHEDULE OF PREMIUMS

INITIAL PREMIUM: $
PLANNED PERIODIC PREMIUM: $ PAYABLE ANNUALLY
MONTHLY DEDUCTION DAY 1ST DAY OF EACH MONTH

GUARANTEED MINIMUM DEATH BENEFIT
MONTHLY PREMIUM: $

MINIMUM PARTIAL SURRENDER: $500
MINIMUM VALUE THAT MAY BE RETAINED IN A
DIVISION AFTER A PARTIAL SURRENDER
OR TRANSFER: $500
MINIMUM DEATH BENEFIT AMOUNT (AFTER A
DECREASE IN SPECIFIED AMOUNT): $100,000

DEATH BENEFIT COMPLIANCE TEST: GUIDELINE PREMIUM

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.

POLICY DATA

CONTINGENT INSURANCE PREMIUM JOINT EQUAL
INSUREDS AGES CLASSES AGE

JOHN DOE 35 PREFERRED 35
JIM DOE 35 PREFERRED

BASE COVERAGE: $ DEATH BENEFIT OPTION: 1
SUPPLEMENTAL COVERAGE: $
INITIAL SPECIFIED AMOUNT: $ DATE OF ISSUE: NOVEMBER 1, 1999

POLICY NUMBER: 0000000000 MATURITY DATE: NOVEMBER 1, 2064

THIS IS A (STATE NAME) POLICY

Page 3
<PAGE>

POLICY SCHEDULE CONTINUED - POLICY NUMBER 0000000000

CHARGES DEDUCTED FROM THE SEPARATE ACCOUNT

MORTALITY AND EXPENSE CHARGES:

DEDUCTIONS FROM THE SEPARATE ACCOUNT WILL BE MADE AT AN ANNUAL RATE NOT TO
EXCEED THE RATES STATED BELOW. THE ACTUAL DEDUCTION WILL BE MADE ON A DAILY
BASIS.

POLICY YEARS CURRENT ANNUAL RATE GUARANTEED ANNUAL RATE
1-10 [0.40%] [0.40%]
THEREAFTER [0.20%] [0.40%]

EXPENSE CHARGES:

PREMIUM TAX (IF APPLICABLE). DEPENDING ON THE LAWS OF THE JURISDICTION IN WHICH
THIS POLICY WAS ISSUED, AND SUBJECT TO FUTURE CHANGES IN RESIDENCE, A PERCENTAGE
OF EACH PREMIUM MAY BE DEDUCTED FOR PREMIUM TAX. PREMIUM TAX RATES ARE SUBJECT
TO CHANGE. THE PREMIUM TAX RATE FOR THIS POLICY ON THE DATE OF ISSUE IS [0%].

PREMIUM EXPENSE CHARGE:

POLICY YEARS PERCENT OF PREMIUM (AFTER DEDUCTION
OF ANY STATE PREMIUM TAX)
1-10 6.5%
THEREAFTER 3.0%

MONTHLY ADMINISTRATION FEE:

POLICY YEARS CURRENT GUARANTEED
1-5 XXX XXX
6-10 XXX XXX
THEREAFTER XXX XXX

BASIC POLICY CHARGES AND FEES

COST OF INSURANCE CHARGES. GUARANTEED MAXIMUM COST OF INSURANCE RATE PER $1,000
OF NET AMOUNT AT RISK ARE SHOWN ON PAGE 4B.

SURRENDER CHARGES. SURRENDER CHARGES WILL APPLY IF THIS POLICY IS SURRENDERED
OR THE BASE COVERAGE IS REDUCED DURING THE SURRENDER CHARGE PERIOD FOLLOWING THE
DATE OF ISSUE. SURRENDER CHARGES WILL ALSO APPLY DURING THE SURRENDER CHARGE
PERIOD FOLLOWING AN INCREASE IN BASE COVERAGE. SURRENDER CHARGES APPLICABLE TO
THIS POLICY APPEAR ON PAGES XX.

Page 4
<PAGE>

DEATH BENEFIT CORRIDOR RATES

BASED ON CASH VALUE ACCUMULATION TEST

POLICY POLICY
YEAR RATE YEAR RATE

DEATH BENEFIT CORRIDOR RATES

BASED ON GUIDELINE PREMIUM TEST

ATTAINED ATTAINED
AGE OF AGE OF
YOUNGER YOUNGER
CONTINGENT CONTINGENT
INSURED RATE INSURED RATE

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

Page 4-A
<PAGE>

TABLE OF GUARANTEED MONTHLY COST OF INSURANCE RATES

PER $1,000 OF NET AMOUNT AT RISK

POLICY POLICY
YEAR RATE YEAR RATE

IF THIS POLICY HAS BEEN ISSUED IN A SPECIAL (RATED) PREMIUM CLASS, THE
GUARANTEED MONTHLY COST WILL BE CALCULATED USING THE RATES SHOWN ABOVE UNLESS A
FORMULA FOR ADJUSTING THE RATES APPEARS ON PAGE 3.

Page 4-B
<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 copies of the applications, and any amendments or supplemental
applications.

DATE OF ISSUE. The Date of Issue of this policy is the date from which the
first policy charges are 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 last surviving Contingent 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 multiple Owners of the policy. In that case, the authorizations of all
Owners are required for all policy changes except for transfers, premium
allocations and deduction allocations. We will accept the authorization of one
Owner for transfers and changes in premium and deduction allocations. The Owner
or Owners may be the same as one or both Contingent Insureds, but this is not
required. If an Owner dies while the policy is in force and a Contingent
Insured is living, ownership rights pass on to a successor owner, if any, or to
the estate of the Owner.

JOINT EQUAL AGE. This policy has been issued on the basis of a Joint Equal Age
which is determined from the individual age nearest birthday of each of the two
Contingent Insureds with an adjustment which is the function of:

1. The age of each Contingent Insured; and

2. The gender of each Contingent Insured; and

3. The premium class of each Contingent Insured.

The Joint Equal Age as of the Date of Issue is shown on the Policy Schedule.
The attained Joint Equal Age will increase by one year on each policy
anniversary. The attained Joint Equal Age will continue to increase after the
first death of a Contingent Insured.

LAST SURVIVING CONTINGENT INSURED. Payment of a death benefit under this policy
will be made upon the death of the last survivor of the Contingent Insureds
named on the Policy Schedule. As used in this policy, the terms "last survivor"
or "second to die" mean "last surviving Contingent Insured."

NOTIFICATION OF FIRST DEATH. While Death Benefit Proceeds will be payable upon
the death of the second to die, We must receive proof of the death of both
Contingent Insureds before payment will be made. Therefore, it is important
that Written proof of the first death be furnished to the Company at the time of
such death.

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.

Page 5
<PAGE>

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" and "Maximum Net
Amount at Risk").

MAXIMUM PREMIUM. We reserve the right to refund any premium that would cause
this policy to fail to qualify as life insurance under the Death Benefit
Compliance Test selected, and under applicable tax laws. The test selected is
shown on the Policy Schedule.

MAXIMUM NET AMOUNT AT RISK. The Company may automatically effect a partial
surrender or reduce the Death Benefit, both of which may have federal tax
consequences, if the Net Amount at Risk exceeds Company limitations. Net Amount
at Risk is the excess of the Death Benefit over the Accumulation Value of the
policy.

PREMIUM EXPENSE CHARGE. The Premium Expense Charge is calculated by multiplying
the premium paid (after deduction of any state premium tax) by the Premium
Expense Charge Percentage shown on the Policy Schedule. Premium Expense Charge
Percentages differ according to policy year.

NET PREMIUM. The term Net Premium as used in this policy means "The premium
paid, less any applicable state premium tax and the Premium Expense Charge"
except as follows: No Premium Expense Charge or state premium tax will be
deducted if the source of the premium is Cash Surrender Values applied from
another policy issued by the Company (We refer to this as an internal rollover).

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

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

1. The Date of Issue; or

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

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

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

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

Page 6
<PAGE>

DEATH BENEFIT AND DEATH BENEFIT OPTIONS

DEATH BENEFIT PROCEEDS. If both Contingent Insureds die 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 the second death; and

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

You can find guidelines for changing the Death Benefit Option or the Specified
Amount in the section entitled "Changing Your Insurance Policy".

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

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

DEATH BENEFIT COMPLIANCE TEST. Death benefit compliance tests are used to
determine if a policy will qualify as life insurance under applicable tax laws.
There are two compliance tests which may be used: The Guideline Premium Test and
the Cash Value Accumulation Test. The test which You selected when this policy
was issued is shown on the Policy Schedule. You cannot change Your election of
the death benefit compliance test after the Date of Issue.

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

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

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

2. The following amount calculated on the date of the second death:

a) The Accumulation Value; multiplied by

b) The applicable Death Benefit Corridor Rate.

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 the second
death; or

2. The following amount calculated on the date of the second death:

a) The Accumulation Value; multiplied by

b) The applicable Death Benefit Corridor Rate.

Death Benefit Corridor Rates are shown in the table for the Death Benefit
Compliance Test which You selected.

SPECIFIED AMOUNT. The Specified Amount is the total of two types of coverage:
Base Coverage and Supplemental Coverage. Base Coverage is subject to surrender
charges. Supplemental Coverage is not subject to surrender charges. The
amounts of Base Coverage, Supplemental Coverage (if any) and Specified Amount
are shown on the Policy Schedule.

Page 7
<PAGE>

CHANGING YOUR INSURANCE POLICY

You may request a change in the Specified Amount or Death Benefit Option at any
time except that:

1. A decrease in the Specified Amount may not become effective prior to the end
of the first policy year; and

2. Increases in the Specified Amount will be considered only while both
Contingent Insureds are living.

Your request must be submitted to Our Home Office In Writing.

INCREASING THE SPECIFIED AMOUNT. You may apply for an increase in Specified
Amount by submitting for each Contingent Insured:

1. A supplemental application; and

2. Evidence of insurability satisfactory to Us.

An increase will be effective on the Monthly Deduction Day on or next following
the date the applications for increase are 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 Business 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; and

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

Any such decrease will be applied proportionately against the Specified Amount
provided under the original application and any Specified Amount increases. We
will decrease the Base Coverage and Supplemental Coverage proportionately.

Any reduction in Specified Amount will be subject to any applicable surrender
charges on a pro-rata basis with the Surrender Charge prior to the reduction in
Specified Amount being reduced proportionately. However, if such charge is
greater than the Accumulation Value, the Specified Amount decrease will not be
allowed.

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

1. If You request a change from Option 1 to Option 2: The new Specified Amount
will be the Specified Amount, prior to change, less the Accumulation Value
as of the effective date of the change, but not less than zero. The change
will go into effect on the Monthly Deduction Day following the date We
receive Your request for change.

2. If You request a change from Option 2 to Option 1: The new Specified Amount
will be the Death Benefit Amount as of the effective date of the change. The
change will go into effect on the Monthly Deduction Day following the date
We receive Your request for change.

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

Page 8
<PAGE>

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 the Rights Reserved by Us provision. You may make a change in
investment selections by filing a Written change form with Our Home Office. You
may make transfers to the additional Divisions subject to the rules stated in
the Transfer Provision section and any new rules or limitations which may apply
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 is inappropriate, the Company may limit further
investment in the shares or may substitute shares of another Investment Option
for shares already purchased under this policy as provided in the Rights
Reserved by Us provision.

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

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

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

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

2. is the net asset value per share of the shares held in the Division as
determined as of the previous Valuation Date; 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.

Page 9
<PAGE>

BUSINESS DAY. A Business Day is each day during which the New York Stock
Exchange is open for business. We will treat any information or Written
communications We receive after the close of a Business Day to have been
received as of the next Business Day. For the purpose of collecting daily
charges, a Business Day immediately preceded by one or more non-business
calendar days will include those non-business days as a part of that Business
Day. For example, a Business Day which falls on a Monday will consist of a
Monday and the immediately preceding Saturday and Sunday.

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

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

RIGHTS RESERVED BY US. Upon notice to You, this policy may be modified by Us,
but only if such modification is necessary to:

1. Operate the Separate Account in any form permitted under the Investment
Company Act of 1940 or in any other form permitted by law;

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

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

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

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

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

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

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

GENERAL ACCOUNT

The General Account is a fixed account within Our general assets which We have
established for:

1. Any amounts transferred from the Divisions as a result of a loan; or

2. Any amounts the Owner allocated to such Account.

Page 10
<PAGE>

The guaranteed interest rate used in calculating Accumulation Values of amounts
allocated to the General Account is .3274% per month compounded monthly. This
is equivalent to 4.0% per year, compounded annually, and is not based on the
investment experience of any Division of the Separate Account. We can use
interest rates greater than the guaranteed rates to calculate Accumulation
Values of amounts allocated to the General Account.

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 General 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 General Account, including interest earned on
amounts in the General Account;

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

6. Deductions, if any, resulting from decreases in Specified Amount.

Net premiums are allocated, in accordance with Your instructions, to the General
Account or allocated 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 reducing the
unloaned portion of the General Account or redeeming Valuation Units from each
applicable Division in the same ratio as the Allocation of Policy Deductions in
effect on the Monthly Deduction Day. You must state In Writing in advance how
Monthly Deductions should be made if other than this method is to be used.

If the unloaned portion of the General Account or the balance in any Division of
the Separate Account is insufficient to make a Monthly Deduction in this
manner, We will cancel Valuation Units from each applicable Division and reduce
the unloaned portion of the General Account 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 General 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 is:

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;

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2. Add the interest earned for the month on the excess of the General Account
value on the last Monthly Deduction Day over any partial surrenders and
transfers made from the General Account since the last Monthly Deduction
Day;

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

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

5. Subtract any partial surrender made and any charges for partial surrenders
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 General Account as of the last Monthly Deduction Day;

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

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

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 VALUE. The Cash Value of this policy will be equal to the Accumulation
Value less the Surrender Charge, if any.

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

MONTHLY DEDUCTIONS MAY BE MADE ONLY IF THERE IS SUFFICIENT CASH SURRENDER VALUE
(UNLESS THE POLICY IS BEING CONTINUED UNDER THE GUARANTEED MINIMUM DEATH BENEFIT
PROVISION). Unless this policy is being continued in force under the
"Guaranteed Minimum Death Benefit" provision, a Monthly Deduction from the
Accumulation Value may be made only if the Cash Surrender Value is equal to or
greater than the Monthly Deduction. The Accumulation Value will be reduced by
the amount of each Monthly Deduction which will cause an equal reduction in the
Cash Surrender Value. If the Cash Surrender Value on a Monthly Deduction Day is
not sufficient to meet the Monthly Deduction for the current month, this policy
will be subject to the "Grace Period" and "Guaranteed Minimum Death Benefit"
provisions.

SURRENDER CHARGES. The Surrender Charge applies only to the Base Coverage
portion of the Specified Amount. The Surrender Charge for the amount of Base
Coverage on the Date of Issue will apply if such Base Coverage is surrendered or
reduced during the Surrender Charge Period. Surrender Charges for any increases
in Base Coverage will apply if such increases are surrendered or reduced during
the Surrender Charge Period of each increase. The Surrender Charge Period will
vary according to the Joint Equal Age at issue as shown in the Table of
Surrender Charges per $1,000 of Base Coverage.

You may make a request for surrender at any time during the last surviving
Contingent Insured's lifetime before the Maturity Date.

The amount being surrendered or reduced will terminate on the Monthly Deduction
Day on or next following the date We receive a Written request for surrender or
reduction.

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

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

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

3. The Monthly Administration Fee.

HOW WE CALCULATE THE COST OF INSURANCE FOR THE BASIC POLICY. We calculate the
cost of insurance at the beginning of each policy month on 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 Monthly Administration Fee is deducted;

2. Multiply the difference by the cost of insurance rate per $1,000 of net risk
amount as provided in the "Cost of Insurance Rate" provision; and

3. Divide the result by 1,000.

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.

MONTHLY ADMINISTRATION FEE. An administration fee will be deducted monthly. The
amount of the monthly fee may be adjusted, but will never be greater than the
amount shown on the Policy Schedule.

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

1. Gender;

2. Age nearest birthday on each policy anniversary; and

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

A table of guaranteed monthly cost of insurance rates is included in this
policy. We can use cost of insurance rates that are lower than the guaranteed
rates. Any change in rates will apply to all policies in the same rate class as
this policy. The rate class of this policy is determined on its Date of Issue
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 each Contingent 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, Monthly Administration Fee or percentage
of premium charges will be based on Our expectations as to investment earnings,
mortality, persistency and expenses. We will not change these charges in order
to recoup any prior losses.

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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 the last surviving Contingent Insured dies
during the Grace Period, Monthly Deductions through the policy month in which
the 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.

GUARANTEED MINIMUM DEATH BENEFIT (GMDB). This policy will not terminate while
the GMDB is in force if, on each Monthly Deduction Day:

1. The sum of premiums paid, less any withdrawals, less any policy loans, is
greater than:

2. The sum of monthly GMDB premiums accumulated from the Date of Issue
(including the monthly GMDB premium for the current month).

The GMDB premium for the Initial Specified Amount and any benefit riders in
force on the Date of Issue is shown on the Policy Schedule. If the Specified
Amount is increased or decreased, a new GMDB premium will be calculated.

If a benefit rider is added or increased, the GMDB premium will be increased.
If a benefit rider is removed or decreased the GMDB premium will be decreased
accordingly.

If the policy lapses and is later reinstated, the GMDB may not be reinstated.

SUSPENSION OR TERMINATION OF THE GMDB. You will not permanently lose the GMDB
when premium payments fall below the required premium amount, as long as the
policy remains in force. Your payment of sufficient premiums to pass the GMDB
test will restore the GMDB.

GMDB will terminate when the policy terminates.

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
last surviving Contingent Insured's lifetime before the Maturity Date. The Cash
Surrender Value will be determined as of the Business Day the policy and the
Written request for surrender are received. 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 during the last surviving Contingent Insured's lifetime before the
Maturity Date. The minimum partial surrender is shown on the Policy Schedule.

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Valuation Units are surrendered to reflect a partial surrender as of the
Business Day We receive the Written request for partial surrender.

A partial surrender will result in a reduction of the Cash Value, Accumulation
Value and the Death Benefit Amount. The Cash and Accumulation Values 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 after a Decrease in Specified Amount
shown on the Policy Schedule.

A partial surrender will result in the cancellation of Valuation Units from each
applicable Division and a reduction of the unloaned portion of the General
Account 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
or in the unloaned portion of the General Account is insufficient to make a
partial surrender in this manner, We will cancel Valuation Units from each
applicable Division and reduce the unloaned portion of the General Account 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 may be a charge for each partial surrender not to exceed $25 in addition
to the amounts shown in the Table of Surrender Charges.

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

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

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

2. Surrender of the policy;

3. The end of the Grace Period; or

4. Death of the last surviving Contingent Insured.

TRANSFER PROVISION

TRANSFER OF ACCUMULATION VALUE. Transfers will be made as of the Business Day
We receive the Written transfer request, subject to the restrictions that
follow. If You elect to use the transfer privilege, We will not be liable for a
transfer made in accordance with Your instructions. We reserve the right to
terminate, suspend or modify the transfer privilege, and to charge a $25 fee for
each transfer in excess of 12 in a 12-month period. Transfers under the Dollar
Cost Averaging and Automatic Rebalancing programs will not count toward the 12
free transfers.

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

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

2. If the entire amount in a Division of the Separate Account is not being
transferred, the minimum which must remain is $500.

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.

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TRANSFER OF ACCUMULATION VALUE (GENERAL ACCOUNT). A transfer from the General
Account to a Division may be made during the 60 day period which begins on each
policy anniversary. The amount that may be transferred each year is limited to
25% of the unloaned portion of the General Account as of the policy anniversary.

TELEPHONE TRANSFER AND ALLOCATION PRIVILEGE. If We have on file a completed
telephone authorization form (Telephone Transaction), We will allow transfers
and the percentage allocation 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 instructions
from the Owner. Transfers will be made in accordance with the Transfer
provisions, except as provided below:

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.

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 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 DCA is active.

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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. 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.

As to amounts allocated to the General Account, We may defer payment of any Cash
Surrender Value withdrawal or loan amount for up to six months, or the period
allowed by law, whichever is less, after We receive the request In Writing.

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

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

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 policy loan value
will be the Cash Surrender Value, less interest on the amount to be borrowed
(including interest on any prior outstanding policy loan) to the next policy
anniversary.

The value of Valuation Units equal to the amount You borrow from the Separate
Account will be transferred to the General Account as of the Business Day that
We receive Your Written loan request.

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
processing the loan requested 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 General Account.
A loan will result in cancellation of units from each applicable Division and
reduction of the unloaned portion of the General Account 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.

Repayment of a loan will first be allocated to the General Account until You
have repaid any loaned amounts that were allocated to the General Account. You
may tell Us how to allocate repayments above that amount. If You do not tell
Us, an amount equal to the loan repayment will be transferred from the General
Account to the Divisions in the same ratio currently in effect for the
allocation of Net Premiums.

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.

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LOAN INTEREST. Loan interest will accrue daily at an annual effective rate of
4.31% during the first 10 policy years, and 4.08% thereafter payable in advance.
(This is equivalent to an annual effective rate of 4.50% during the first 10
policy years and 4.25% thereafter paid in arrears.) On each policy anniversary,
loan interest for the next year is due. Unpaid loan interest will be deducted
from the various accounts according to the Allocation of Policy Deductions then
in effect, and added to the loaned portion of the General Account. You must
state In Writing in advance how unpaid loan interest should be deducted if other
than this method is to be used.

If the number of Valuation Units in any Division or unloaned portion of the
General Account is insufficient to deduct unpaid loan interest in this manner,
We will cancel Valuation Units from each applicable Division and reduce the
unloaned portion of the General Account in the same ratio the unpaid loan
interest bears to the unloaned Accumulation Value of Your policy. We will
credit interest monthly on the loaned portion of the General Account at an
annual effective rate of 4.0%.

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 Preferred Loans 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
Preferred Loan:

a) Will be 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 4.25%.

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 last surviving Contingent Insured;

2. A partial repayment must be at least $10; 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.

At any time Your policy loan exceeds the Cash Surrender Value, this policy will
lapse. However, at least 31 days prior notice must be mailed by Us to Your last
known address and to the assignee of record, if any.

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

BENEFICIARY AND PROCEEDS

BENEFICIARY. The Beneficiary, with respect to each Contingent Insured, will be
as named in the application, or later changed by the Owner. Unless the Owner
provides otherwise, upon the death of the last surviving Contingent Insured We
will pay proceeds in equal shares to the named Beneficiaries that survive such
Contingent Insured. Unless otherwise provided by the beneficiary designation,
proceeds will be paid as follows:

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1. If any Beneficiary of the last surviving Contingent Insured dies while the
last surviving Contingent Insured is living, that Beneficiary's interest
will pass to any other Beneficiaries of the last surviving Contingent
Insured according to their respective interests.

2. If there is no Beneficiary upon the death of the last surviving Contingent
Insured (and there is no provision to the contrary), proceeds will be paid
in one sum to the Owner, if living; otherwise, proceeds will be paid to the
Owner's estate.

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

SIMULTANEOUS DEATH OF CONTINGENT INSUREDS. If We are unable to determine to Our
satisfaction that one of the Contingent Insureds predeceased the other, it will
be assumed that the Contingent Insureds died simultaneously. Thereupon, one-
half of the Death Benefit Proceeds will be payable with respect to each of the
Contingent Insureds.

PROCEEDS. Proceeds means the amount payable on:

1. The Maturity Date;

2. Exercise of the full surrender benefit; or

3. The death of the last surviving Contingent Insured.

The Proceeds on the Maturity Date will be the Cash Surrender Value. The
Proceeds on the last surviving Contingent Insured's death will be the Death
Benefit Amount less any outstanding policy loan.

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

CHANGE OF OWNERSHIP OR BENEFICIARY

You may change the Owner or the Beneficiary at any time prior to the death of
the last surviving Contingent 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 We take before the request is recorded.

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 prior to
the death of the last surviving Contingent Insured, subject to the provisions of
this policy. This election or change must be In Writing.

Within 60 days after We receive Written notification of the last surviving
Contingent Insured's death, a payee entitled to proceeds in one sum may elect to
receive proceeds under any option.

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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 SELECTED AMOUNT: Equal monthly payments of a selected
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 higher rate will be determined by Us.

PAYMENTS. The first payment under Options 1, 2 and 3 will be made when the
claim for payment of proceeds 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 We receive Written notification 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 $20. If the total policy
proceeds are less than $2,000, payment will be made in one lump sum.

EVIDENCE THAT PAYEE IS ALIVE. Before making any payment under a Payment Option,
We may ask for proof that the payee is alive. If We request proof, 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:

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1. Under Options 1 and 3, the value, as of the date We receive Written
notification 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 Written withdrawal request.

ASSIGNMENT. Payment Contracts may not be assigned.

CHANGE IN PAYMENT. The right to make any change in payment is available only if
the Payment Contract provides for a change in payment.

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. Prior to the death of the last surviving Contingent
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 last
surviving Contingent Insured's lifetime for 2 years from the Date of Issue.
However, We can contest an increase in Specified Amount before such increase has
been in effect during the last surviving Contingent 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 last surviving Contingent 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.

Page 21
<PAGE>

SUICIDE EXCLUSION. If either Contingent Insured takes his or her own life,
while sane or insane, within 2 years from the Date of Issue, We will refund all
premiums paid, less any policy loans, and less any partial cash surrenders paid,
and this policy will be terminated as of the Date of Issue.

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.

If death due to suicide occurs during the 2 year period following an increase,
but after the policy has been in force for 2 years or more, We will refund the
costs of insurance that were deducted for the increase, and that increase will
be terminated. The Initial Specified Amount, and any increases in Specified
Amount that have been in force for 2 years or more, will remain in force on the
life of the Last Surviving Contingent Insured.

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

AGE OR GENDER INCORRECTLY STATED. If the age or gender of a Contingent 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 Cash 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 Cash Values includes a charge for the cost of
insurance, as shown in the Table of Guaranteed Monthly Cost of Insurance Rates
and for the General Account interest at the annual effective rate of 4.0%.

Calculation of minimum Cash Values, nonforfeiture benefits and Guaranteed Cost
of Insurance Rates are based on the 1980 Smoker or Nonsmoker Commissioners
Standard Ordinary Ultimate 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 to 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.

Page 22
<PAGE>

WHEN THIS POLICY TERMINATES. This policy will terminate if:

1. You request that this policy be terminated;

2. The last surviving Contingent Insured dies;

3. Premiums are refunded due to suicide of either Contingent Insured;

4. The policy matures; or

5. 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. Current evidence of insurability satisfactory to Us for each Contingent
Insured who was living on the date the policy terminated;

3. Payment of enough premiums to keep the policy in force for 2 months; and

4. Payment or reinstatement of any indebtedness.

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

The original surrender charge schedule will apply to a reinstated policy. The
Accumulation Value at the time of reinstatement will be:

1. The Surrender Charge deducted at the time of lapse (such charge not being
greater than the Accumulation Value at the time of lapse before the
Surrender Charge was applied); plus

2. 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

3. Any loan, repaid or reinstated; less

4. The Monthly Deduction for one month.

The dollar amount of any Surrender Charge reinstated will be the same as the
dollar amount of Surrender Charge at the time of lapse, and will be reinstated
into the funds from which it was deducted at the time of lapse using Unit Values
as of the date of reinstatement.

EXCHANGE OPTION

At any time while both Contingent Insureds are living this policy may be
exchanged for two individual policies covering the Contingent Insureds
separately subject to the following:

1. The total amount of coverage under the new policies will be an amount equal
to:

a) The Death Benefit Amount in effect on the effective date of exchange;
less

b) The amount of any policy loan.

Page 23
<PAGE>

2. After repayment of any loan against the Cash Surrender Value of this policy,
the remaining Cash Surrender Value will be transferred to the new policies
in the same ratio as the division of the Death Benefit Amount;

3. The new policies will be issued on any flexible premium adjustable whole
life or level premium whole life or endowment plan regularly issued by the
Company on the date of exchange;

4. Except as stated in number 10, evidence of insurability satisfactory to the
Company must be furnished (This option is not available unless both
Contingent Insureds are found to be insurable.);

5. The new policies will be issued as of the date of exchange at the then
attained age of each Contingent Insured;

6. The plan of insurance selected will be subject to Our standard minimum
amount requirement for such plan;

7. If, on or after the Date of Issue of this policy:

a) A rider providing waiver of monthly deduction or waiver of premium
coverage is made available, and is added to this policy; and

b) Monthly deductions or premiums for this policy are being waived as
provided in such a rider,

then, neither monthly deductions nor premiums for the new policies will be
waived and We will not include a waiver benefit in the new policies;

8. The Suicide Exclusion and Incontestability provisions of the new policies
will run from the Date of Issue of the new policies;

9. This policy will terminate on the Date of Issue of the new policies;

10. We will not require evidence of insurability at the time this option is
elected if:

a) The Contingent Insureds divorce and a period of at least 24 months has
elapsed since the date of the divorce decree was finalized; or

b) The Federal unlimited marital deduction is repealed, or there is a
reduction of at least 50% of the tax rate in the maximum Federal estate
bracket.

In these cases the amount of coverage under each new policy will be 50% of
an amount equal to:

a) The Death Benefit Amount in effect on the effective date of exchange;
less

b) The amount of any policy loan.

After repayment of any loan against the Cash Surrender Value of this
policy, 50% of any remaining Cash Surrender Value will be transferred to
each of the new policies.

This option is not available if the premium class of either Contingent
Insured was "Uninsurable" on the Date of Issue.

Page 24
<PAGE>

To apply for an exchange, the Owner must submit:

1. Applications for the new policies (including evidence of insurability
satisfactory to Us);

2. Payment of the first premium for each new policy; and

3. This policy for cancellation.

Page 25
<PAGE>

TABLE OF SURRENDER CHARGES PER $1,000 OF BASE COVERAGE

The following charges apply to each $1,000 of Base Coverage surrendered during
the Surrender Charge Period following the Date of Issue. The charges also apply
to each $1,000 of increase in Base Coverage surrendered during the Surrender
Charge Period of each increase. The word "Surrender" as used in this provision
means Full Surrender, or a reduction in Base Coverage at the request of the
Owner, or due to a Partial Surrender. The charge for the surrender of all or
any portion of the Base Coverage during the Surrender Charge Period following
the Date of Issue will be equal to the rate shown below for the joint equal age
at issue and the year of surrender, multiplied by the number of thousands of
Base Coverage being surrendered. The charges for surrender of all or any
portion of an increase in Base Coverage will be equal to the rates shown below
for the joint equal age at issue of such increase and year of surrender,
multiplied by the number of thousands of such increase being surrendered.

Page 26
<PAGE>

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

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>

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

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

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

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

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

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

Page 27
<PAGE>

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

OPTION 1 TABLE
INSTALLMENTS FOR A SPECIFIED PERIOD
- ---------------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

Page 28
<PAGE>

AMERICAN GENERAL LIFE
INSURANCE COMPANY

This is a JOINT AND LAST SURVIVOR FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
POLICY. An adjustable Death Benefit is payable upon the LAST SURVIVING
Contingent 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.

For Information, Service or to make a Complaint

Contact Your Registered Representative, or Our VUL Administration.

2727-A ALLEN PARKWAY
P.O. BOX 4880
HOUSTON, TEXAS 77210-4880
1-888-325-9315

[LOGO OF AMERICAN GENERAL]

Page 29

<PAGE>
[Logo of American General Financial Group appears here]
Exhibit 10(a)

Part A Multiple Insured
Life Insurance Application

[_] American General Life Insurance Company, Houston, TX
[_] The Old Line Life Insurance Company of America, Milwaukee, WI
[_] All American Life Insurance Company, Springfield, IL
[_] The Franklin Life Insurance Company, Springfield, IL
[_] The American Franklin Life Insurance Company, Springfield, IL

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

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

The insurance company checked above is SOLELY responsible for the
obligation and payment of benefits under any policy that it may issue. No
other company shown is responsible for such obligations or payments.

Personal Information

Primary proposed Name Social Security #
insured ----------------------------- ---------------------------
Address Zip
---------------------------------------- ----------------
Home phone # Work phone #
------------------------------ --------------------------
E-mail address
---------------------------------------------------------
Sex: [_] male [_] female
Birthplace (city, state, country)
---------------------------------------------------------
Date of birth Drivers license # State
--------------------- ------------------------- ---------
U.S. citizen: [_] yes [_] no
If no, date of entry Type of visa
----------------------------------- ---------------------
Employer
---------------------------------------------------------
Occupation and duties Income:
------------------------------------- -------------------
Tobacco use
Have you ever used any form of tobacco or
nicotine products? [_] yes [_] no
Date of last use
---------------------------------------------------------
Type of tobacco or nicotine products
---------------------------------------------------------

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

Other proposed Name Social Security #
insured ---------------------------- -----------------------------
Address Zip
------------------------------------------ ---------------
Home phone # Work phone #
---------------------------- -----------------------------
Relationship to primary proposed insured
---------------------------------------------------------
E-mail address
---------------------------------------------------------
Sex: [_] male [_] female
Birthplace (city, state, country)
----------------------------------------------------------
Date of birth Drivers license # State
--------------------- ------------------------- ----------
U.S. citizen: [_] yes [_] no
If no, date of entry Type of visa
------------------------------- --------------------------
Employer
----------------------------------------------------------
Occupation and duties Income:
------------------------------------------ ---------------
Tobacco use
Have you ever used any form of tobacco or nicotine
products? [_] yes [_] no
Date of last use
---------------------------------------------------------
Type of tobacco or nicotine products
---------------------------------------------------------

AGLC 8001-99

Page 1
<PAGE>

Child rider Complete if a proposed insured requests child riders. If more
than three children, list information in the "Remarks"
section.

Child name
------------------------------------------------------------
Sex: [_] male [_] female
Birthplace (city, state, country)
------------------------------------------------------------
Date of birth Height: ft. in. Weight: lbs.
--------------------- ------------- ------- ----------------
Child name
Sex: [_] male [_] female
Birthplace (city, state, country)
-------------------------------------------------------------
Date of birth Height: ft. in. Weight: lbs.
---------------------- ------------- ------ ----------------
Child name
Sex: [_] male [_] female
Birthplace (city, state, country)
-------------------------------------------------------------
Date of birth Height: ft. in. Weight: lbs.
---------------------- ------------- ------ -----------------

Product Information

Product name
------------------------------------------------------------
(If a variable product, complete appropriate supplement.)

Amount applied for $
------------------------------------------------------------
Reason for insurance (If more space is needed, use "Remarks"
section.)
____________________________________________________________

____________________________________________________________

- ------------------------------------------------------------------------------
Business Does any proposed insured have an ownership interest
coverage in the business? [_] yes [_] no
If yes, what is primary proposed insured's percentage
(Complete only of ownership? %
if applying -----------------------
for business If yes, what is other proposed insured's percentage
coverage) of ownership? %
------------------------
If buy-sell, stock redemption, or key person insurance,
will all partners or key people be covered? [_] yes [_] no
Describe any special circumstances.
------------------------------------------------------------

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

Riders [_] Waiver of premium
[_] Waiver of monthly deduction
[_] Waiver of monthly guarantee premium
[_] Accidental death benefit $
------------------------------------------------------------
[_] Other insured $
------------------------------------------------------------
[_] Spouse $ Plan [_] Other rider(s)
----------------------------------- -----------------------
[_] Child $
----------------------------------- -----------------------

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

Dividend options For participating policy only
[_] Cash [_] Premium reduction [_] Paid-up additions
[_] Deposit earning interest [_] Other (explain)
- ------------------------------------------------------------------------------

Death benefit For universal life only
options [_] Level [_] Increasing

AGLC 8001-99

Page 2
<PAGE>

Beneficiary Primary
Name Relationship % share
------------------------ -------------------- -------------
Name Relationship % share
------------------------ -------------------- -------------
Contingent
Name Relationship % share
------------------------ -------------------- -------------
Name Relationship % share
------------------------ -------------------- -------------
Complete if beneficiary is a trust.
Exact name of trust
-----------------------------------------------------------
Trust ID # Date of trust
--------------------------- -------------------------------
Current trustee(s)
-----------------------------------------------------------
Rider Beneficiaries
Spouse rider Child rider
--------------------------- -------------------------------

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

Other life Indicate life insurance policies or annuities in force or
insurance or pending for the proposed insured(s).
annuities Type: i = individual, b = business, g = group,
p = pending life insurance or annuity

<S> <C> <C> <C> <C> <C> <C> <C>
Name of Policy Insurance Type Year of Amount Replacement*
proposed insured number company issue

[_] Check if none ----------------- ------------- -------------- ----------- ------------ $__________ [_] yes [_] no

----------------- ------------- -------------- ----------- ------------ $__________ [_] yes [_] no

</TABLE>
* Replacement means that the insurance being applied for
may replace, change, or use any monetary value of any
existing or pending life insurance policy or annuity. If
replacement may be involved, complete and submit
replacement-related forms.

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

Owner [_] Primary proposed insured [_] Other proposed insured
[_] Trust [_] Someone other than
a proposed insured or
trust
Complete if owner is a trust.
Exact name of trust
-----------------------------------------------------------
Trust ID # Date of trust
------------------------------ ----------------------------
Current trustee(s)
-----------------------------------------------------------
Complete if someone other than a proposed insured or
trust is the owner.
Name Home phone #
----------------------------- -----------------------------
Address City, State Zip
-------------------------- ------------------ -------------
Social Security or Tax ID # Date of birth
----------------------------------------- -----------------
Relationship to primary proposed insured
-----------------------------------------------------------

- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>

<S> <C> <C> <C>
Premium payment [_] Single premium: $ [_] Modal premium: $ [_] Additional initial premium: $
------------------------------- ----------------------------- -----------------------------------------
Frequency of modal premium
[_] Annual [_] Semi-annual [_] Quarterly [_] Monthly Amount submitted with application $

Method
[_] Direct billing [_] Automatic bank draft
[_] List bill: number
----------------------------------------------------------------------------------------------------------
[_] Other
---------------------------------------------------------------------------------------------------------

Premium payor
Complete if other than owner.
Name Social Security #
-------------------------------------------------------------------- -------------------------------------
Address
----------------------------------------------------------------------------------------------------------
Zip Home phone #
------------------------------------ ---------------------------------------------------------------------

</TABLE>
AGLC 8001-99

Page 3
<PAGE>
- ------------------------------------------------------------------------------

Remarks ___________________________________________________________

___________________________________________________________

Your Signature

Authorization to obtain and disclose information and declaration

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

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

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

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

[_] Check if you wish to be interviewed.

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

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

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

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

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

Under penalties of perjury, I certify: that the number shown on this
application is my correct Social Security or Tax ID number; and that I am
not subject to backup withholding under Section 3406(a)(1)(C) of the
Internal Revenue Code. The Internal Revenue Service does not require my
consent to any provision of this document other than the certifications
required to avoid backup withholding.

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

Signatures X Owner Date
--------------------------------------- -------------------
Signed at (city, state)
-----------------------------------------------------------
X Witness Date
---------------------------------------- ------------------
X Primary proposed insured Date
---------------------------------------- ------------------
(If under age 15, signature of parent or guardian)

X Other proposed insured Date
---------------------------------------- ------------------
If the Company contacts the proposed insured(s), when would
be the best time to call?
Time Day of the week
---------------------------------------- ------------------
Date Phone #
---------------------------------------- ------------------
I certify that I have truthfully and accurately recorded on
the Part A application the information supplied by the
proposed insured(s).
Agent name (please print)
-----------------------------------------------------------
Agent # State license #
--------------------------------- -------------------------
X Agent Date
----------------------------------------- -----------------

AGLC 8001-99

Page 4
<PAGE>

Agent's Report

Number of years you have known: primary proposed insured
----------------------------------------------------------------
other proposed insured
----------------------------------------------------------------
Have you scheduled a medical exam, inspection report,
blood profile, urinalysis, or APS? [_] yes [_] no
If yes, please provide name of examiner, clinic, date, and
the type of report ordered.
----------------------------------------------------------------

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

- ------------------------------------------------------------------------------
Statements
Did you personally see the proposed insured(s) on the date of
this application, ask each question, and accurately record
the answers yourself? [_] yes [_] no
If no, please provide details in the "Remarks" section below.

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

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

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

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

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

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

Remarks (Please include information on any split dollar,
collateral assignment, etc.)
________________________________________________________________

________________________________________________________________

- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>

<S> <C> <C> <C> <C>
Commission
Please list servicing agent first.
Agent(s) to receive commission Agency number Agent number Percent of commission
--------------------------------------- ------------------- ------------------ ------------------------
--------------------------------------- ------------------- ------------------ ------------------------
--------------------------------------- ------------------- ------------------ ------------------------
--------------------------------------- ------------------- ------------------ ------------------------

</TABLE>

X Writing agent Date
-------------------------------------- -------------------------
Social Security or Tax ID # Phone #
-------------------------------------- -------------------------
Primary appointing company
----------------------------------------------------------------
Client #
----------------------------------------------------------------
If applicable:
Broker-Dealer(s)
----------------------------------------------------------------
Contact person Processing center
--------------------------------- ------------------------------
Phone # Fax #
--------------------------------- ------------------------------
If other than writing agent, send policy/delivery
requirements to:________________________________________________

AGLC 8001-99 AR

Page 5
<PAGE>

Limited Temporary Life Insurance Agreement

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

The insurance company checked above is SOLELY responsible for the
obligation and payment of benefits under any policy that it may
issue. No other company shown is responsible for such obligations
or payments.

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

Health and Age questions

If any proposed insured answers "yes" to either question, temporary insurance
is not available, this agreement will be void, and any payment submitted will
be refunded.

During the last two years, have you had a heart attack, stroke, cancer,
diabetes, or disorder of the immune system; or have you been confined in a
hospital or other health care facility or been advised to have any diagnostic
test or surgery not yet performed?

Primary proposed insured Other proposed insured
[_] yes [_] no [_] yes [_]no

Are you age 71 or above?

Primary proposed insured Other proposed insured
[_] yes [_] no [_] yes [_]no

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

Premium payment

Received $ Date
---------------------------------------- -----------------------
All premium checks must be made payable to the Company.
Do not make check payable to the agent or leave payee blank.

Note: Agent does not have the authority to accept a premium
(including automatic bank draft check, salary savings,
or government allotment) with this application if the conditions
in "Authorization to obtain and disclose information and
declaration" cannot be met or if any part of the
"Health and Age questions" have been answered "yes" by any
proposed insured, answered falsely, or left blank.

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

Conditions of temporary life insurance

1. The first modal premium must be paid with Part A of the application.

2. The answer to both of the above "Health and Age
questions" must be "no" for both proposed insureds.

3. Upon receiving proof of the death of the primary
proposed insured-or of both proposed insureds if this is a joint life
or survivorship policy-during the period covered by this agreement, the
total amount that will be paid by the Company pursuant to this and any
other limited temporary life insurance agreements covering the proposed
insured(s) will be the lesser of:
. the plan amount the proposed insured(s) applied for;
or
. $500,000 plus the amount of any premium paid for
coverage in excess of $500,000.
The Company will pay this sum to the beneficiary named in the
application. If death is due to suicide, payment will be limited to the
amount of premium paid.

4. Coverage under this agreement will begin on the date
the later of the following events have been completed:
. this Limited Temporary Life Insurance Agreement
(LTLIA) has been signed by the proposed insured(s); or
. all required medical examinations have been taken.

5. Coverage under this agreement will end on the earliest of the following
dates:
. the date the policy as applied for is delivered
and accepted;
. the date the Company
declines the application;
. the date the Company states the application
will not be considered on a prepaid basis;
. 60 days from the date coverage begins under
this agreement; or
. the date the Company issues a policy other than
as applied for.

6. The prepayment for this temporary insurance will be:
. applied to the first premium due if the policy is issued as
applied for; or
. refunded if the Company declines the application or if the
owner does not accept the policy; or
. applied to the first premium if a policy is issued other than as applied
for and is accepted.

7. Any misrepresentation contained in this agreement and relied on
by the Company may be used to deny a claim on or void this agreement.

No changes may be made in the terms and
conditions of this agreement. No statement that tries to make such a
change will bind the Company.

X Owner Date
-------------------------------------- -------------------------
Signed at (city, state)
----------------------------------------------------------------
X Witness Date
--------------------------------------- ------------------------
X Primary proposed insured Date
--------------------------------------- ------------------------
(If under age 15, signature of parent or guardian)
X Other proposed insured Date
--------------------------------------- ------------------------
I certify that I have truthfully and accurately recorded
on the LTLIA the information supplied by the proposed insured(s).

Agent name (please print)
----------------------------------------------------------------
Agent # State license #
----------------------------------------------------------------
X Agent Date
----------------------------------------- ----------------------

AGLC 8001-99 TIA

Page 6
<PAGE>

Bank Draft Information

The company checked above will withdraw the premiums from
the specified account. This company will be referred to hereafter
as the "Company." "You," "your," "I," and "me" refer to the
accountholder whose name appears below.

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

How automatic bank draft works

Automatic bank draft is a debit service that offers a convenient way to pay
life insurance premiums. The Company will collect the life insurance premiums
from your bank account electronically-you do not need to write checks or mail
in any payments. Premium withdrawals will appear on your bank statement,
and your statements will be your receipt for payment of your premium.

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

Automatic bank draft agreement

I authorize the Company to electronically withdraw money from my account at
(name of bank) ___________________________________________________________
(bank address)____________________________________________________________
(Type of account [_] Checking [_] Savings)
for the payment of premiums and other charges on the insurance policy. I
authorize the Company to continue to make these withdrawals if there is a
conversion, renewal, or other change in the policy. I will compensate the
Company for any loss, claim, or liability caused by these withdrawals and
will not hold the Company responsible for any such loss, claim, or liability.

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

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

Name of primary proposed insured
- ------------------------------------------------------------------------------
Premium amount $
- ------------------------------------------------------------------------------
Frequency: [_] annual [_] semi-annual [_] quarterly [_] monthly
- ------------------------------------------------------------------------------
Preferred withdrawal date
[_] Please debit my account for all outstanding premiums due.
X Signature of accountholder
- ------------------------------------------------------------------------------
Print name
- ------------------------------------------------------------------------------

Please attach voided check.

AGLC 8001-99 BDI

Page 7
<PAGE>

Detach this page and leave it with the proposed insured.

Notice To The Proposed Insured

You have applied for life insurance with one of the following companies:
American General Life Insurance Company, The Old Line Life Insurance Company
of America, All American Life Insurance Company, The Franklin Life
Insurance Company, or The American Franklin Life Insurance Company. "Company"
refers to the company with which you have applied for insurance. This
notice is provided on behalf of that company.

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

Fair Credit Reporting Act

Pursuant to the Federal Fair Credit Reporting Act, as amended (15 U.S.C.
1681d), notice is hereby given that, as a component of our underwriting
process relating to your application for life insurance, the Company may
request an investigative consumer report that may include information about
your character, general reputation, personal characteristics, and mode of
living.

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

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

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

To make it easier to use its products and services, the Company may share
information about you with its affiliates beyond the 30 month period
described in "Authorization to Obtain and Disclose Information and
Declaration." You should notify the Company in writing at the address above
if you do not want the Company to share this information with its affiliates.

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

Medical Information Bureau

The designated insurer or its reinsurers may make a brief report regarding
your insurability to the Medical Information Bureau (MIB), a non-profit
membership organization of life insurance companies, that operates an
information exchange on behalf of its members. If you apply to another
MIB-member company for life or health insurance or a claim for benefits is
submitted to such a company, the MIB will supply such company with the
information they have about you.

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

The address and phone number of the MIB's information office are:

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

The designated insurer, or its reinsurer, may also release information in its
file to other life insurance companies to whom you may apply for life or
health insurance, or to whom a claim for benefits may be submitted.

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

Insurance information practices

To issue an insurance policy, we need to obtain information about you. Some of
that information will come from you, and some will come from other sources. This
information may in certain circumstances be disclosed to third parties without
your specific authorization as permitted by law.

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

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

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

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

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

Telephone interview information

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

AGLC 8001-99 NPI

Page 8

<PAGE>

Exhibit 10(b)
Part B

Multiple Insured
Life Insurance Application

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

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

The insurance company checked above is SOLELY responsible for the
obligation and payment of benefits under any policy that it may
issue. No other company shown is responsible for such obligations or
payments.

Personal and Employer Information

Primary proposed Name
insured --------------------------------------------------------
Social Security # Date of birth
-------------------------------- -----------------------
Employer
---------------------------------------------------------
Employer address
---------------------------------------------------------
Zip Phone # Length of employment
------------ ------------------- ------------------------
Net worth $ Household income $
-------------------------- ------------------------------

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

Other proposed Name
insured ---------------------------------------------------------
Social Security # Date of birth
---------------------------------- ----------------------
Employer
---------------------------------------------------------
Employer address
---------------------------------------------------------
Zip Phone # Length of employment
---------- ------------------ ---------------------------
Net worth $ Household income $
------------------------- -------------------------------

Background Information

Provide any additional details to "yes" answers for questions 1-6 in the
"Remarks" section on page 4.

---------------------------------- -----------------------------------
Primary proposed insured Other proposed insured

1. Do you intend to travel or reside outside of the United States or Canada
within the next two years?

[_] yes [_] no [_] yes [_] no

Country, purpose, and date Country, purpose, and date
----------------------------------- ----------------------------------
----------------------------------- ----------------------------------
----------------------------------- ----------------------------------

2. In the past five years, have you participated in, or do you intend to
participate in: any flights as a trainee, pilot or crew member; scuba
diving; skydiving or parachuting; ultralight aviation; auto racing; cave
exploration; hang gliding; boat racing; mountaineering; or other hazardous
activities?

[_] yes [_] no [_] yes [_] no
If yes, complete the Aviation and/or If yes, complete the Aviation and/or
Avocation Questionnaire. Avocation Questionnaire.

AGLC 8002-99

Page1
<PAGE>

Background Information continued

------------------------------------ ---------------------------------
Primary proposed insured Other proposed insured

3. Has any proposed insured:
a) during the past 90 days submitted an application for life insurance to any
other company or has any proposed insured begun the process of filling out
an application?

[_] yes [_] no If yes, explain. [_] yes [_] no If yes, explain.

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

b) ever had a life or disability insurance application modified, rated,
declined, postponed, withdrawn, canceled, or refused for renewal?

[_] yes [_] no If yes, explain. [_] yes [_] no If yes, explain.

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

4. Have you ever filed for bankruptcy?

[_] yes [_] no [_]yes [_] no

Type of bankruptcy Type of bankruptcy
---------------------------------- ----------------------------------
Date Date of discharge Date Date of discharge
---------------------------------- ----------------------------------

5. In the past five years, have you been charged with or convicted of driving
under the influence of alcohol or drugs, or had two or more driving
violations?

[_] yes [_] no If yes, explain. [_] yes [_] no If yes, explain.
---------------------------------- ----------------------------------
State License # State License #
---------------------------------- ----------------------------------

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

6. Have you ever been convicted of or pled guilty or "no contest" to a felony or
do you have any such charge pending against you?

[_] yes [_] no If yes, explain. [_] yes [_] no If yes, explain.
---------------------------------- ----------------------------------
State Date State Date
---------------------------------- ----------------------------------

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

Medical History

Provide any additional details for answers to questions 7-9 in the "Remarks"
section on page 4.

Primary proposed insured Other proposed insured

7. Name and address of your personal physician(s). Write "none" if you don't
have one.

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

Date, reason, findings of last Date, reason, findings of last
visit visit
---------------------------------- ----------------------------------

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

AGLC 8002-99

Page2
<PAGE>

Medical History continued

------------------------------------- ----------------------------------
Primary proposed insured Other proposed insured

8. Height and weight.
ft. in. lbs. ft. in. lbs.
---------- ---------- ---------------- --------- ----------- -------------

Have you had any weight change in excess of 10 lbs. in the past year?

[_] yes [_] no If yes, explain. [_] yes [_] no If yes, explain.
--------------------------------------- -----------------------------------

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

9. What is your family history?

Age if living Age at death Current condition
or cause of death
Primary proposed insured
Father ------------- ----------- -----------------

Mother ------------- ----------- -----------------

Other proposed insured
Father ------------- ----------- -----------------

Mother ------------- ----------- -----------------

For questions 10-16, provide additional information as requested in the
"Remarks" section on page 4.

<S> <C> <C> <C>
Primary proposed Other proposed Child
insured insured
10. Have you ever been diagnosed as having, been treated for,
or consulted a licensed health care provider for:

a) any heart disease, heart attack, chest pain,
irregular heartbeat, high cholesterol, high blood pressure,
or any other disorder of the heart or blood vessels? [_] yes [_] no [_] yes [_] no [_] yes [_] no

b) any blood clot, aneurysm, stroke, or other disease, disorder,
or blockage of the arteries or veins? [_] yes [_] no [_] yes [_] no [_] yes [_] no

c) any cancer, cysts, tumors, masses, or other such abnormalities? [_] yes [_] no [_] yes [_] no [_] yes [_] no

d) diabetes, disorder of the thyroid or other glands,
immune system disorder, or blood or lymphatic system disorder? [_] yes [_] no [_] yes [_] no [_] yes [_] no

e) any disorder of the stomach or liver, colitis, hepatitis, or any
disorder of the digestive system or other such organs? [_] yes [_] no [_] yes [_] no [_] yes [_] no

f) any disorder of the kidneys, prostate, urinary system, or
reproductive organs? [_] yes [_] no [_] yes [_] no [_] yes [_] no

g) any asthma, bronchitis, emphysema, sleep apnea, or other
breathing or lung disorders? [_] yes [_] no [_] yes [_] no [_] yes [_] no

h) any brain or spinal cord disorders, seizures, or other
nervous system abnormalities including mental and
nervous disorders? [_] yes [_] no [_] yes [_] no [_] yes [_] no

i) arthritis, muscle disorders, or other bone or joint disorders? [_] yes [_] no [_] yes [_] no [_] yes [_] no

11. Are you currently taking any medication, treatment, or therapy,
or are you under medical observation? [_] yes [_] no [_] yes [_] no [_] yes [_] no

12. Have you in the past three years had:
a) fainting spells, nervous disorder, headaches, convulsions, or
paralysis? [_] yes [_] no [_] yes [_] no [_] yes [_] no

b) any pain or discomfort in the chest or shortness of breath? [_] yes [_] no [_] yes [_] no [_] yes [_] no

c) disorders of the stomach, intestines, or rectum, or blood in the
urine? [_] yes [_] no [_] yes [_] no [_] yes [_] no

</TABLE>

AGLC 8002-99

Page3
<PAGE>

Medical History continued

<S> <C> <C> <C>
Primary proposed Other proposed Child
insured insured

13. Have you ever:
a) sought or received advice, counseling, or treatment by
a medical professional for the use of alcohol or drugs
including prescription drugs? [_] yes [_] no [_] yes [_] no [_] yes [_] no

b) used cocaine, marijuana, heroin, controlled substances, or any other
drug except as legally prescribed by a physician? [_] yes [_] no [_] yes [_] no [_] yes [_] no
If "yes" answered to a or b, complete Drug/Alcohol Questionnaire.

14. Have you ever been diagnosed or treated by any member of the medical
profession for AIDS Related Complex (ARC) or Acquired Immune Deficiency
Syndrome (AIDS)? [_] yes [_] no [_] yes [_] no [_] yes [_] no

15. In the past 10 years, have you:
a) been hospitalized, consulted a health care provider, or had any
illness, injury, or surgery? [_] yes [_] no [_] yes [_] no [_] yes [_] no

b) had any laboratory tests, treatments, or diagnostic procedures,
including x-rays, scans, or EKGs? [_] yes [_] no [_] yes [_] no [_] yes [_] no

c) been advised to have any diagnostic test, hospitalization, or
treatment that was not completed? [_] yes [_] no [_] yes [_] no [_] yes [_] no

d) received or claimed disability or hospital indemnity
benefits or a pension for any injury, sickness, disability,
or impaired condition? [_] yes [_] no [_] yes [_] no [_] yes [_] no

16. Do you have any symptoms or knowledge of any other condition
that is not disclosed above? [_] yes [_] no [_] yes [_] no [_] yes [_] no

</TABLE>

Remarks
Identify question number and name of proposed insured, and provide details to
any questions answered "yes" in the "Background Information" and
"Medical History" sections. Include such details as: date of first diagnosis;
name and address of doctor; tests performed; test results; medication(s) or
recommended treatment. If necessary, attach additional pages to record
responses.

_______________________________________________________________________________

AGLC 8002-99

Page4
<PAGE>

Your Signature

Statements by the proposed insured(s)

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

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

Insurance fraud
Any person who, with intent to defraud or facilitate a fraud against an
insurer, submits an application or files a claim containing a false or
deceptive statement, may be guilty of insurance fraud.

Signatures X Owner Date
------------------------------------------- -------------------
Signed at (city, state)
---------------------------------------------------------------
X Witness Date
------------------------------------------- -------------------
X Primary proposed insured Date
------------------------------------------- -------------------
(If under age 15, signature of parent or guardian)

X Other proposed insured Date
------------------------------------------- -------------------

I certify that I have truthfully and accurately recorded on the
Part B application the information supplied by the proposed
insured(s).

Agent name (please print)
---------------------------------------------------------------
Agent # State license #
--------------------------------- -----------------------------
X Agent Date
------------------------------------------- -------------------

AGLC 8002-99

Page5

<PAGE>

<TABLE>
<CAPTION>
<S> <C>
EXHIBIT 10(c)

AMERICAN GENERAL LIFE INSURANCE COMPANY
Home Office: Houston, Texas
- ------------------------------------------------------------------------------------------------------------------------------------
PART 4 STATEMENTS TO MEDICAL EXAMINER
- ------------------------------------------------------------------------------------------------------------------------------------
Proposed Insured (Please Print) Date of Birth
- ------------------------------------------------------------------------------------------------------------------------------------
1 a. Name and address of your personal physician:
(If none, so state)_________________________________________________________________________________________________________

b. Date and reason last consulted:_____________________________________________________________________________________________

c. What treatment was given or medication prescribed?__________________________________________________________________________
- ------------------------------------------------------------------------------------------------------------------------------------
2 Have you ever consulted a physician for or been diagnosed or | 4 Have you used tobacco in any form in the Yes No
treated for any of the following? Circle and give details below. | past 24 months? [_] [_]
a. CARDIO-VASCULAR SYSTEM Yes No |____________________________________________________________
High blood pressure, artery or vein disorder? [_] [_] | 5 Other than as stated before, have you consulted
Heart attack, chest pain or heart murmur? [_] [_] | or been treated by any physician(s) or practitioner(s)
| or been hospitalized in the past 3 years? [_] [_]
b. ENDOCRINE SYSTEM |____________________________________________________________
Diabetes, thyroid or gland disease? [_] [_] | 6 Have you ever sought, received advice, counseling
| or treatment for the use of alcohol, marijuana,
c. RESPIRATORY SYSTEM | or drugs, including prescription drugs? [_] [_]
Bronchitis, asthma, emphysema or tuberculosis? [_] [_] |____________________________________________________________
| 7 Have you ever:
d. DIGESTIVE SYSTEM | a. Applied for or received any kind of disability
Colitis, ulcers, rupture, stomach or intestinal | compensation? [_] [_]
disorder? [_] [_] | b. Been declined, postponed or limited for any
Liver, spleen, or gall bladder disease? [_] [_] | life or other insurance or for the reinstatement
| of insurance? [_] [_]
e. GENITO-URINARY SYSTEM |____________________________________________________________
Disorder of breast, prostate, ovaries, uterus, | 8 Have you had an insurance examination done within
or reproductive organs? [_] [_] | the last 90 days for any other company? [_] [_]
Sugar, albumin, blood or pus in urine? [_] [_] |____________________________________________________________
Colic, stones, stricture, kidney or bladder disease? [_] [_] | 9 Has your weight changed in the past year? [_] [_]
| No. Lbs. [_] Gained [_] Lost
f. MUSCULO-SKELETAL SYSTEM |____________________________________________________________
Arthritis, disorder of muscle, bone, joints or skin? [_] [_] | 10 Are you now taking any medication or under any
| treatment? [_] [_]
g. EENT SYSTEM |____________________________________________________________
Eye, ear, nose, or throat impairment? [_] [_] | 11 To the best of your knowledge, do you have any
| other impairments not listed above? [_] [_]
h. NERVOUS SYSTEM |____________________________________________________________
Hemorrhage, stroke or paralysis? [_] [_] | 12 Family History Age(s) if Age(s) at State of Health
Convulsions, dizziness, brain, nervous or mental | Living Death or Cause and
disorders? [_] [_] | Date of Death
|____________________________________________________________
i. GENERAL | Father
Cancer, tumor, cyst or blood disorder? [_] [_] |____________________________________________________________
_______________________________________________________________________| Mother
3 Have you ever been diagnosed or treated by any member |____________________________________________________________
of the medical profession for Acquired Immune | Brothers
Deficiency Syndrome (AIDS)? [_] [_] | & Sisters
____________________________________________________________________________________________________________________________________
Full details of any "Yes" answers. Condition? When? Duration? Results? Doctor(s) or Health Care Facility, and addresses.
____________________________________________________________________________________________________________________________________
I have read the above statements or they have been read to me. I represent that the above statements are true and complete. I hereby
give my consent to: (1) any physician, medical practitioner; (2) hospital, clinic or health care facility; (3) insurance company; or
(4) the Medical Information Bureau or other organization, institution or person that has records or knowledge of me or my health to
give to the American General Life Insurance Company any such information. I authorize all of the above sources, except the Medical
Information Bureau, to give such records or knowledge to any agency employed by American General Life Insurance Company to collect
and transmit such information. A photocopy of this authorization shall be as valid as the original. This authorization shall be
valid for thirty (30) months.

Signed at_______________________________________________________ this ____ day of _______________________________________________.
City State

X_____________________________________________________________ X_________________________________________________________
SIGNATURE OF EXAMINER SIGNATURE OF PROPOSED INSURED
OR PARENT OR GUARDIAN OF PROPOSED INSURED
</TABLE>

Page 1 of 2
<PAGE>

MEDICAL EXAMINER'S REPORT
To be completed in private This report is
by Examiner only. Examination of heart and lungs must be with stethoscope against bare skin. confidential between the
Company and the examiner.
____________________________________________________________________________________________________________________________________
1 BUILD
________________________ Yes No
| Height | Weight | a. Did you weigh proposed insured? [_] [_]
|(in shoes) | (clothed)| b. Is appearance unhealthy or older than stated age? [_] [_]
|Ft In | Lbs | c. Build is: [_] Good [_] Average [_] Poor
____________________________________________________________________________________________________________________________________
____________________________________________________________________________________________________________________________________
2 BLOOD PRESSURE (Record all readings) |4 Has this examination revealed any abnormality of
If resting blood pressure exceeds 140/90, please repeat | the following: (Circle applicable items)
determination at end of examination and record in space provided. | Yes No
Treated: [_] Yes [_] No Rx___________________ | a. Eyes, ears, nose, mouth, pharynx? [_] [_]
| (if vision or hearing markedly impaired
After 3 minutes Repeat | indicate degree and correction.)
|At Rest | 50 Hops | Later | B.P. | | b. Endocrine system (include thyroid
|______________________________________| | and breasts)? [_] [_]
Systolic |________|_________|___________|_______| | c. Nervous system (include reflexes,
Diastolic 5th Phase |________|_________|___________|_______| | gait, paralysis)? [_] [_]
Pulse Rate |________|_________|___________|_______| | d. Respiratory system?
Irregularities Per Min. |________|_________|___________|_______| | e. Abdomen (including scars)? [_] [_]
_________________________________________________________________________ | f. Genito-urinary system (include
3 HEART | prostate)? [_] [_]
a. Is there any cyanosis, dyspnea, edema, arteriosclerosis, | g. Skin (include scars), lymph nodes
peripheral vascular or other cardiovascular disorder? [_] Yes [_] No | blood vessels (include varicose veins)? [_] [_]
b. Is heart enlarged? [_] Yes [_] No (If yes, describe) | h. Musculoskeletal system (include
c. Is murmur present? [_] Yes [_] No (If yes, complete 3.d.) | spine, joints, amputations, deformities)? [_] [_]
d. Before exercise, murmur is: |_________________________________________________________
[_] Constant Transmitted to where?__________________________ |5 Have any of the following been completed
[_] Inconstant [_] Localized at: [_] Apex [_] Base [_] Elsewhere | in conjunction with this exam?
[_] Systolic (give details) | [_] EKG [_] Chest X-ray [_] Blood Drawn [_] Urine
[_] Diastolic [_] Murmur grade: 1/6 2/6 3/6 4/6 5/6 6/6 |_________________________________________________________
(please circle) |6 Do you have any pertinent information not brought
After exercise, murmur is: | out above? [_] Yes [_] No (Give details)
[_] Unchanged [_] Decreased [_] Increased [_] Absent |_________________________________________________________
Your impression: |7 SPECIMEN KIT
| Please send Specimen Kit to laboratory.
| Name of laboratory: ____________________________
| Date mailed: ___________________________________
____________________________________________________________________________________________________________________________________
Details of "Yes" answers to questions 1 - 6. Identify items.

____________________________________________________________________________________________________________________________________
EXAMINER: Are you related to the proposed insured by blood or marriage or do you have any business or professional relationship?
[_] Yes [_] No
If yes, explain: _______________________________________________________________________________________________________
Please send this completed examination form directly to: American General Life Insurance Company,
Underwriting Department, PO Box 2764, Houston, TX 77252

I certify that I, _________________________________________________ made this examination at ________ [_] A.M. [_] P.M.
Examiner's Name (Please Print)
on the __________ day of ______________________________________.
Where was the exam done? _________________________ Examination authorized by:______________________________________________________
Examiner's Social Security or Tax Identification Number (must be furnished under authority of law): ________________________________
Examiner's Signature: X________________________________________________
Examiner's address: ___________________________________________________________________________________________________________
</TABLE>

Page 2 of 2

<PAGE>
Exhibit 10(d)
<TABLE>
<CAPTION>
AMERICAN GENERAL LIFE INSURANCE COMPANY ("AGL")
Home office: Houston, Texas

JOINT AND LAST SURVIVOR
VARIABLE UNIVERSAL LIFE INSURANCE
SUPPLEMENTAL APPLICATION
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
PART 1. APPLICANT'S INFORMATION
- ------------------------------------------------------------------------------------------------------------------------------------
Supplement to the application on the life of ____________________ and _______________________ dated _____________________________.
- ------------------------------------------------------------------------------------------------------------------------------------
PART 2. INITIAL ALLOCATION PERCENTAGES
- ------------------------------------------------------------------------------------------------------------------------------------
INVESTMENT OPTIONS: In the "Premium Allocation" column, indicate how each premium received is to be allocated. In the "Deduction
Allocation" column, indicate which investment options are to be used for the deduction of monthly charges. Total allocations
in each column must equal 100%. Use whole percentages only.

PREMIUM DEDUCTION PREMIUM DEDUCTION
ALLOCATION ALLOCATION ALLOCATION ALLOCATION
---------- ---------- ---------- ----------

AIM VARIABLE INSURANCE FUNDS, INC MORGAN STANLEY DEAN WITTER UNIVERSAL FUNDS, INC.
AIM V.I. International Equity Division (1) ___% ___% Equity Growth Division (10) ___% ___%
AIM V.I. Value Division (2) ___% ___% High Yield Division (11) ___% ___%

AMERICAN GENERAL SERIES PORTFOLIO COMPANY PUTNAM VARIABLE TRUST
International Equities Division (3) ___% ___% Putnam VT Diversified Income Division (12) ___% ___%
MidCap Index Division (4) ___% ___% Putnam VT Growth and Income Division (13) ___% ___%
Money Market Division (5) ___% ___% Putnam VT Int'l Growth and Income Division (14) ___% ___%
Stock Index Division (6) ___% ___%
SAFECO RESOURCE SERIES TRUST
DREYFUS VARIABLE INVESTMENT FUND Equity Division (15) ___% ___%
Quality Bond Division (7) ___% ___% Growth Division (16) ___% ___%
Small Cap Division (8) ___% ___% VAN KAMPEN LIFE INVESTMENT TRUST
Strategic Stock Division (17) ___% ___%

MFS VARIABLE INSURANCE TRUST AGL DECLARED FIXED INTEREST ACCOUNT (18) ___% ___%
MFS Emerging Growth Series (157) ___% ___% Other: ________________________________ ___% ___%
100% 100%
- ------------------------------------------------------------------------------------------------------------------------------------
PART 3. DOLLAR COST AVERAGING
- ------------------------------------------------------------------------------------------------------------------------------------
DOLLAR COST AVERAGING: ($5,000 minimum beginning accumulation value) An amount can be systematically transferred from the Money
Market Division (5) and transferred to one or more of the investment options below. The AGL Declared Fixed Interest Account is not
available for Dollar Cost Averaging. Please refer to the prospectus for more information on the Dollar Cost Averaging option.

DAY OF THE MONTH FOR TRANSFERS: __________________________ (Choose a day of the month between 1-28.)
FREQUENCY OF TRANSFERS: [_] Monthly [_] Quarterly [_] Semiannually [_] Annually
TRANSFER $__________________ ($100 minimum, whole dollars only) from the AGSPC Money Market Division to the following division(s):
(1) AIM V.I. International Equity $______ (10) Equity Growth $______
(2) AIM V.I. Value $______ (11) High Yield $______
(3) International Equities Index $______ (12) Putnam VT Diversified Income $______
(4) MidCap Index $______ (13) Putnam VT Growth and Income $______
(6) Stock Index $______ (14) Putnam VT Int'l Growth and Income $______
(7) Quality Bond $______ (15) Equity $______
(8) Small Cap $______ (16) Growth $______
(9) MFS Emerging Growth Series $______ (17) Strategic Stock $______
Other: ________________________________ $______
- ------------------------------------------------------------------------------------------------------------------------------------
PART 4. AUTOMATIC REBALANCING
- ------------------------------------------------------------------------------------------------------------------------------------
AUTOMATIC REBALANCING: ($5,000 minimum beginning accumulation value) Variable division assets will be automatically rebalanced based
on the premium percentages designated in Part 2. If the AGL Declared Fixed Interest Account has been designated for premium
allocation in Part 2, the rebalancing will be based on the proportion allocated to the variable divisions. Please refer to the
prospectus for more information on the Automatic Rebalancing option.

[_] CHECK HERE FOR AUTOMATIC REBALANCING.

FREQUENCY: [_] Quarterly [_] Semiannually [_] Annually

NOTE: Automatic Rebalancing is not available if the Dollar Cost Averaging option has been chosen.
- ------------------------------------------------------------------------------------------------------------------------------------
PART 5. DEATH BENEFIT COMPLAINCE TEST
- ------------------------------------------------------------------------------------------------------------------------------------
[_] Guideline Premium [_] Cash Value Accumulation Test
- ------------------------------------------------------------------------------------------------------------------------------------
AGLC0093-99
PAGE 1 of 2
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
AMERICAN GENERAL LIFE INSURANCE COMPANY
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
PART 6. SPECIFIED AMOUNT
- ------------------------------------------------------------------------------------------------------------------------------------
Base Coverage ______________________% Supplemental Coverage ________________________%
BOTH PERCENTAGES MUST EQUAL 100%.

- ------------------------------------------------------------------------------------------------------------------------------------
PART 7. TELEPHONE AUTHORIZATION
- ------------------------------------------------------------------------------------------------------------------------------------

I (or we, if Joint Owners), hereby authorize AGL to act on telephone instructions to transfer values among the variable divisions
and the AGL Declared Fixed Interest Account and to change allocations for future purchase payments and monthly deductions given by:
(INITIAL APPROPRIATE BOX BELOW.)
[_] Policy Owner(s)-if Joint Owners, either of us acting independently.

[_] Policy Owner(s) or the Agent/Registered Representative who is appointed to represent AGL and the firm authorized to service my
policy.

AGL and any person designated by this authorization will not be responsible for any claim, loss or expense based upon telephone
instructions received and acted on in good faith including losses due to telephone instruction communication errors. AGL's liability
for erroneous transfers and allocations, unless clearly contrary to instructions received, will be limited to correction of the
allocations on a current basis. If an error, objection or other claim arises due to a telephone transaction, I will notify AGL in
writing within five working days from receipt of confirmation of the transaction from AGL. I understand that this authorization is
subject to the terms and provisions of my variable life insurance policy and its related prospectus. This authorization will remain
in effect until my written notice of its revocation is received by AGL at its home office.

[_] INITIAL HERE TO DECLINE THE ABOVE TELEPHONE AUTHORIZATION.
- ------------------------------------------------------------------------------------------------------------------------------------
PART 8. SUITABILITY (ALL QUESTIONS MUST BE ANSWERED.)
- ------------------------------------------------------------------------------------------------------------------------------------
YES NO
1. Have you, the Proposed Insureds or Owners (if different), received the variable universal life insurance
policy prospectus and the prospectuses describing the investment options? [_] [_]
(If "yes," please furnish the Prospectus dates.)
Variable Universal Life Insurance Policy Prospectus: _______________
Supplements (if any): _______________

2. Do you understand that under the Policy applied for:

a. THE AMOUNT OR DURATION OF THE DEATH BENEFIT MAY INCREASE OR DECREASE, DEPENDING ON THE
INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT? [_] [_]

b. THE POLICY VALUES MAY INCREASE OR DECREASE, DEPENDING ON THE INVESTMENT EXPERIENCE OF THE SEPARATE
ACCOUNT, THE USL DECLARED FIXED INTEREST ACCOUNT ACCUMULATION, AND CERTAIN EXPENSE DEDUCTIONS? [_] [_]

c. The Policy is designed to provide life insurance coverage and to allow for the accumulation of
values in the Separate Account? [_] [_]

3. Do you believe the Policy you selected meets your insurance and investment objectives and your anticipated
financial needs? [_] [_]

Signed at: ______________________________________________________________________ Date:_______________________________
CITY STATE

X__________________________________________________________ X____________________________________________________________
SIGNATURE OF PRIMARY PROPOSED INSURED (REQUIRED) SIGNATURE OF REGISTERED REPRESENTATIVE

X__________________________________________________________
SIGNATURE OF OTHER PROPOSED INSURED (REQUIRED)

X__________________________________________________________ _____________________________________________________________
SIGNATURE OF OWNER (if different from Proposed Insured) PRINT NAME OF BROKER/DEALER

- ------------------------------------------------------------------------------------------------------------------------------------
AGLC0093-99
PAGE 2 of 2
</TABLE>

<PAGE>
Exhibit 10(e)
SERVICE REQUEST

PLATINUM
- --------
INVESTOR SURVIVOR
- ----------------------
AMERICAN GENERAL LIFE

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

PLATINUM INVESTOR--VARIABLE DIVISIONS

AIM VARIABLE INSURANCE FUNDS, INC.
. Division 1 - AIM V.I. International Equity
. Division 2 - AIM V.I. Value

AMERICAN GENERAL SERIES PORTFOLIO COMPANY
. Division 3 - International Equities Index
. Division 4 - MidCap Index
. Division 5 - Money Market
. Division 6 - Stock Index

DREYFUS VARIABLE INVESTMENT FUND
. Division 7 - Quality Bond
. Division 8 - Small Cap

MFS VARIABLE INSURANCE TRUST
. Division 9 - MFS Emerging Growth

MORGAN STANLEY DEAN WITTER UNIVERSAL FUNDS, INC.
. Division 10 - Equity Growth
. Division 11 - High Yield

PUTNAM VARIABLE TRUST
. Division 12 - Putnam VT Diversified Income
. Division 13 - Putnam VT Growth and Income
. Division 14 - Putnam VT Int'l Growth and Income

SAFECO RESOURCES SERIES TRUST
. Division 15 - Equity
. Division 16 - Growth

VAN KAMPEN LIFE INVESTMENT TRUST
. Division 17 - Strategic Stock

Platinum Investor--Fixed Division
. Division 18 - Declared Fixed Interest Account

AGL0094 1099
<PAGE>
<TABLE>
<CAPTION>

AMERICAN GENERAL LIFE INSURANCE COMPANY ("AGL")
Complete and return this request to: ---------------------------------------------
Variable Universal Life Operations A Subsidiary of American General Corporation
PO Box 4880 Houston, TX. 77210-4880 ---------------------------------------------
(888) 325-9315 or (713) 831-3443 Houston, Texas
Fax: (877) 445-3098
Hearing Impaired/TDD:(888) 436-5258 VARIABLE UNIVERSAL LIFE INSURANCE SERVICE REQUEST
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
[ ] POLICY 1.| POLICY #:___________________________________________________ INSURED:_________________________________
IDENTIFICATION | INSURED:_________________________________
| ADDRESS:________________________________________________________________________ New Address (yes)(no)
COMPLETE THIS SECTION |
FOR ALL REQUESTS. | Primary Owner (If other than insureds):__________________________________________
|
| Address:________________________________________________________________________ New Address (yes)(no)
|
| Primary Owner's S.S. No. or Tax I.D. No._____________________________ Phone Number: ( )____ - ______
|
| Joint Owner (If applicable):____________________________________________________
|
| Address:________________________________________________________________________ New Address (yes)(no)
- -----------------------------------------------------------------------------------------------------------------------------------
[ ] NAME 2.|
CHANGE | Change Name Of: (Circle One) Insured Owner Payor Beneficiary
|
Complete this section if | Change Name From: (First, Middle, Last) Change Name To: (First, Middle, Last)
the name of one the |
Insureds, Owner, Payor or | _________________________________________ _________________________________________________
Beneficiary has changed. |
(Please note, this does not|
change the Insureds, Owner,| Reason for Change: (Circle One) Marriage Divorce Correction Other (Attach copy of legal proof)
Payor or Beneficiary |
designation) |
- -----------------------------------------------------------------------------------------------------------------------------------
[ ] MODE OF PREMIUM 3.|
PAYMENT/BILLING | Indicate frequency and premium amount desired: $______ Annual $______ Semi-Annual $_______ Quarterly
METHOD CHANGE |
| $______ Monthly (Bank Draft Only)
Use this section to change |
the billing frequency and/ | Indicate billing method desired:_____ Direct Bill ______ Pre-Authorized Bank Draft (attach a Bank Draft
or method of premium pay- | Authorization Form and "Void" Check)
ment. Note, however, that |
AGL will not bill you on a | Start Date: ______/______/_____
direct monthly basis. Refer|
to your policy and its |
related prospectus for |
further information |
concerning minimum premiums|
and billing options. |
- -----------------------------------------------------------------------------------------------------------------------------------
[ ] LOST POLICY 4.|
CERTIFICATE | I/we hereby certify that the policy of insurance for the listed policy has been ____LOST_____DESTROYED
| _____OTHER.
Complete this section if | Unless I/we have directed cancellation of the policy, I/we request that a:
applying for a Certificate |
of Insurance or duplicate | _________ Certificate of Insurance at no charge
policy to replace a lost or|
misplaced policy. If a full| _________ Full duplicate policy at a charge of $25
duplicate policy is being |
requested, a check or money| be issued to me/us. If the original policy is located, I/we will return the Certificate or duplicate
order for $25 payable to | policy to AGL for cancellation.
AGL must be submitted with|
this request. |
- -----------------------------------------------------------------------------------------------------------------------------------
[ ] DOLLAR COST 5.| Designate the day of the month for transfers:_________(choose a day from 1-28)
AVERAGING |
($5,000 minimum initial | Frequency of transfers (check one): _______Monthly _______Quarterly ______Semi-Annually _____Annually
accumulation value) An |
amount may be deducted | I want: $___________($100 minimum) taken from the Money Market Division and transferred to the
periodically from the | following Divisions:
Money Market Division and |
placed in one or more of | AIM Variable Insurance Funds, Inc. Morgan Stanley Dean Witter Universal Funds, Inc.
the Divisions listed. The | $_________(1) AIM V.I. International Equity $________(10) Equity Growth
Declared Fixed Interest | $_________(2) AIM V.I. Value $________(11) High Yield
Account is not available | American General Series Portfolio Company Putnam Variable Trust
for Dollar Cost Averaging.| $_________(3) International Equities Index $________(12) Putnam VT Diversified Income
Please refer to the pros- | $_________(4) MidCap Index $________(13) Putnam VT Growth and Income
pectus for more infor- | $_________(6) Stock Index $________(14) Putnam VT Int'l Growth & Income
mation on the Dollar Cost | Dreyfus Variable Investment Fund SAFECO Resource Series Trust
Averaging Option. | $_________(7) Quality Bond $________(15) Equity
Note: Automation Re- | $_________(8) Small Cap $________(16) Growth
balancing is not available| MFS Variable Insurance Trust Van Kampen Life Investment Trust
if the Dollar Cost | $_________(9) MFS Emerging Growth $________(17) Strategic Stock
Averaging option is |
chosen. | ________INITIAL HERE TO REVOKE DOLLAR COST AVERAGING ELECTION.
- -----------------------------------------------------------------------------------------------------------------------------------
PAGE 2 OF 4

AGLC0094 1099
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
[ ] TELEPHONE 6.| I/we if Joint Owners) hereby authorize AGL to act on telephone instructions to transfer values among
PRIVILEGE | the Variable Divisions and Declared Fixed Interest Account and to change allocations for future
AUTHORIZATION | purchase payments and monthly deductions.
|
Complete this section if | Initial the designation you prefer:
you are applying for or |
revoking current telephone| __________Policy Owner(s) only--If Joint Owners, either one acting independently.
privileges. | __________Policy Owner(s) and Agent/Registered Representative who is appointed to represent AGL and the
| firm authorized to service my policy.
|
| AGL and any person designated by this authorization will not be responsible for any claim, loss or
| expense based upon telephone transfer or allocation instructions received and acted upon in good faith,
| including losses due to telephone instruction communication errors. AGL's liability for erroneous
| transfers or allocations, unless clearly contrary to instructions received, will be limited to
| correction of the allocations on a current basis. If an error, objection or other claim arises due to a
| telephone transaction, I will notify AGL in writing within five working days from the receipt of the
| confirmation of the transaction from AGL. I understand that this authorization is subject to the terms
| and provisions of my policy and its related prospectus. This authorization will remain in effect until
| my written notice of its revocation is received by AGL at the address printed on the top of this
| service request form.
|
|___________INITIAL HERE TO REVOKE TELEPHONE PRIVILEGE AUTHORIZATION.
- -----------------------------------------------------------------------------------------------------------------------------------
[ ] CORRECT AGE 7.|
| Name of Insured for whom this correction is submitted:___________________________________
|
Use this section to correct| Correct DOB: ________/________/________
the age of any person |
covered under this policy. |
Proof of the correct date |
of birth must accompany |
this request. |
- -----------------------------------------------------------------------------------------------------------------------------------
[ ] TRANSFER OF 8.| (Division Name or Number) (Division Name or Number)
ACCUMULATED VALUES |
|
Use this section if you | Transfer $________ or %_______ from_______________________________to__________________________________
want to move money between |
divisions. The minimum | Transfer $________ or %_______ from_______________________________to__________________________________
amount for transfers is |
$500.00. Withdrawwals | Transfer $________ or %_______ from_______________________________to__________________________________
from the Declared Fixed |
Interest Account to | Transfer $________ or %_______ from_______________________________to__________________________________
a Variable Division may |
only be made within | Transfer $________ or %_______ from_______________________________to__________________________________
the 60 days after a |
contract anniversary. | Transfer $________ or %_______ from_______________________________to__________________________________
See transfer limitations |
outlined in prospectus. | Transfer $________ or %_______ from_______________________________to__________________________________
If a transfer causes the |
balance in any division | Transfer $________ or %_______ from_______________________________to__________________________________
to drop below $500, |
AGL reserves the right to | Transfer $________ or %_______ from_______________________________to_________________________________
transfer the remaining |
balance. Amounts to be | Transfer $________ or %_______ from_______________________________to__________________________________
transferred should be |
indicated in dollar or | Transfer $________ or %_______ from_______________________________to__________________________________
percentage amounts, |
maintaining consistency | Transfer $________ or %_______ from_______________________________to__________________________________
throughout. |
- -----------------------------------------------------------------------------------------------------------------------------------
[ ] CHANGE IN 9.| INVESTMENT DIVISION PREM % DED % INVESTMENT DIVISION PREM % DED %
ALLOCATION |
PERCENTAGES | (18) Declared Fixed Interest Account ______ ______ Morgan Stanley Dean Witter
| Universal Funds, Inc.
Use this section to | AIM Variable Insurance Funds, Inc. (10) Equity Growth ______ ______
indicate how premiums or | (1) AIM V.I. Int'l Equity ______ ______ (11) High Yield ______ ______
monthly deductions are to | (2) AIM V.I. Value ______ ______
be allocated. Total | Putnam Variable Trust
allocation in each | (12) Putnam VT Diversified
column must equal 100%; | American General Series Portfolio Co. Income ______ ______
whole numbers only. | (3) International Equities Index ______ ______ (13) Putnam VT Growth &
| (4) MidCap Index ______ ______ Income ______ ______
| (5) Money Market ______ ______ (14) Putnam VT Int'l
| (6) Stock Index ______ ______ Growth & Income ______ ______
| Dreyfus Variable Investment Fund
| (7) Quality Bond ______ ______ SAFECO Resources Series Trust
| (8) Small Cap ______ ______ (15) Equity ______ ______
| (16) Growth ______ ______
| MFS Variable Insurance Trust
| (9) MFS Emerging Growth ______ ______ Van Kampen Life Investment
| Trust
| (17) Strategic Stock ______ ______
- -----------------------------------------------------------------------------------------------------------------------------------
AGLC0094 1099
PAGE 3 OF 4
</TABLE>

<PAGE>

- ------------------------------------------------------------------------------------------------------------------------------------
<S> |<C> <C>
[ ] AUTOMATIC 10.| Indicate frequency: _______ Quarterly ______ Semi-Annually ______ Annually
REBALANCING | (Division Name or Number) (Division Name or Number)
|
($5,000 minimum | %_________:________________________________________ %_________:____________________________________
accumulation value) Use |
this section to apply for | %_________:________________________________________ %_________:____________________________________
or make changes to |
Automatic Rebalancing of | %_________:________________________________________ %_________:____________________________________
the variable divisions. |
Please refer to the | %_________:________________________________________ %_________:____________________________________
prospectus for more |
information on the | %_________:________________________________________ %_________:____________________________________
Automatic Rebalancing |
Option. Note: Automatic | %_________:________________________________________ %_________:____________________________________
Rebalancing is not availa- |
ble if the Dollar Cost |
Averaging option is chosen.| _________INITIAL HERE TO REVOKE AUTOMATIC REBALANCING ELECTION.
- -----------------------------------------------------------------------------------------------------------------------------------
[ ] REQUEST FOR 11.| _________I request a partial surrender of $_________ or %_________ of the net cash surrender value.
PARTIAL |
SURRENDER/ | _________I request a loan in the amount of $________.
POLICY LOAN |
| _________I request the maximum loan amount available from my policy.
Use this section to apply |
for a partial surrender | Unless you direct otherwise below, proceeds are allocated according to the deduction allocation
from or policy loan against| percentages in effect, if available; otherwise they are taken pro-rata from the Declared Fixed Interest
policy values. For detailed| Account and Variable Divisions in use.
information concerning |
these two options please | ______________________________________________________________________________________________________
refer to your policy and |
its related prospectus. If | ______________________________________________________________________________________________________
applying for a partial |
surrender, be sure to | ______________________________________________________________________________________________________
complete the Notice of |
Withholding section of this| ______________________________________________________________________________________________________
Service Request in addition|
to this section. |
- ------------------------------------------------------------------------------------------------------------------------------------
[ ] NOTICE OF 12.| The taxable portion of the distribution you receive from your variable universal life insurance policy
WITHHOLDING | is subject to federal income tax withholding unless you elect not to have withholding apply.
| Withholding of state income tax may also be required by your state of residence. You may elect not to
Complete this section if | have withholding apply by checking the appropriate box below. If you elect not to have withholding
you have applied for a | apply to your distribution or if you do not have enough income tax withheld, you may be responsible for
partial surrender in | payment of estimated tax. You may incur penalties under the estimated tax rules, if your withholding
Section 11. | and estimated tax are not sufficient.
|
| Check one: _______ I do want income tax withheld from this distribution.
|
| _______ I do not want income tax withheld from this distribution.
|
- ------------------------------------------------------------------------------------------------------------------------------------
[ ] AFFIRMATION/ 13.| CERTIFICATION: Under penalties of perjury, I certify: (1) that the number shown on this form is my
SIGNATURE | correct taxpayer identification number and; (2) that I am not subject to backup withholding under
| Section 3406(a)(1)(C) of the Internal Revenue Code. The Internal Revenue Service does not require your
Complete this section for | consent to any provision of this document other than the certification required to avoid backup
ALL requests. | withholding.
|
| Dated at __________________________________ this _________ day of ________________________, 19________.
|
|
| X_________________________________________________ X_____________________________________________
| SIGNATURE OF OWNER SIGNATURE OF WITNESS
|
| X_________________________________________________ X_____________________________________________
| SIGNATURE OF JOINT OWNER SIGNATURE OF WITNESS
|
| X_________________________________________________ X_____________________________________________
| SIGNATURE OF ASSIGNEE SIGNATURE OF WITNESS
|
|
|
- -----------------------------------------------------------------------------------------------------------------------------------
AGLC0094 1099
PAGE 4 OF 4

</TABLE>