VARIABLE ANNUITY LIFE INSURANCE CO SEPARATE ACCOUNT A
497, 1996-07-10
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<PAGE>   1
 
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
UNITS OF INTEREST UNDER GROUP AND INDIVIDUAL
VARIABLE ANNUITY CONTRACTS
PORTFOLIO DIRECTOR 2
SEPARATE ACCOUNT A.
FOR SERIES 2.1 - 2.11                                               July 1, 1996
 
PROSPECTUS
 
Portfolio Director 2 consists of group and individual variable annuity contracts
that are offered by The Variable Annuity Life Insurance Company. Portfolio
Director 2 may be available to you when you participate in a retirement program
that qualifies for deferral of federal income taxes. Non-qualified contracts are
also available for certain employer plans only. Portfolio Director 2 is composed
of the following contract forms: UIT-194, UITG-194, UITN-194, UIT-IRA-194 and
UIT-SEP-194.
 
Portfolio Director 2 permits you to invest in and receive retirement benefits
from Fixed Account Options and/or Variable Account Options. Each of these
investment options is explained more fully in this prospectus. Here is a list of
these investment options:
 
TWO FIXED ACCOUNT OPTIONS:    Fixed Account Plus
                            Short-Term Fixed Account
 
EIGHTEEN VARIABLE ACCOUNT OPTIONS*
 
<TABLE>
<S>                                     <C>                                     <C>
American General Series Portfolio       Neuberger & Berman Management Inc.      Twentieth Century Investors, Inc.
 Company (AGSPC):                       Neuberger & Berman Guardian Trust       Twentieth Century Ultra
  Growth Fund                                                                   Investors Fund
  International Government Bond Fund    Putnam Investments                      The Vanguard Group, Inc.
  Money Market Fund                     Putnam Global Growth Fund               Vanguard Fixed Income
  Science & Technology Fund             Putnam New Opportunities Fund               Securities Fund --
  Social Awareness Fund                 Putnam OTC Emerging Growth Fund             Long-Term Corporate
  Stock Index Fund                                                                  Portfolio
                                        Scudder, Stevens & Clark Inc.           Vanguard Fixed Income
Founders Funds, Inc.                    Scudder Growth and Income Fund              Securities Fund --
  Founders Growth Fund                                                              Long-Term U.S.
                                        Templeton Funds, Inc.                       Treasury Portfolio
                                        Templeton Foreign Fund                  Vanguard/Wellington Fund, Inc.
                                                                                Vanguard/Windsor II
</TABLE>
 
* Each of these mutual funds is publicly available except for the six AGSPC
  Funds.
 
- --------------------------------------------------------------------------------
 
This prospectus provides you with information you should know before investing
in Portfolio Director 2. This prospectus is accompanied by the current
prospectuses for the mutual fund options listed above. Please read and retain
each of these prospectuses for future reference.
 
A Statement of Additional Information, dated July 1, 1996, has been filed with
the Securities and Exchange Commission. This Statement of Additional Information
contains additional information about Portfolio Director 2 and is part of this
prospectus. For a free copy, complete and return the form contained in the back
of this prospectus or call 1-800-44-VALIC.
 
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH
THE OFFER CONTAINED IN THIS PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER IN ANY JURISDICTION TO ANY PERSON TO
WHOM SUCH OFFER WOULD BE UNLAWFUL THEREIN.
 
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES. ALSO, IT HAS NOT PASSED ON WHETHER THIS PROSPECTUS IS ADEQUATE OR
ACCURATE. IT IS A CRIMINAL OFFENSE TO STATE OTHERWISE.
<PAGE>   2
 
                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                              PAGE
                                              ----
<S>                                           <C>
ABOUT THE PROSPECTUS.........................    1
PROFILE OF PORTFOLIO DIRECTOR 2..............    2
FEE TABLE....................................    4
SELECTED PURCHASE UNIT DATA..................    7
ABOUT PORTFOLIO DIRECTOR 2...................    9
ABOUT VALIC..................................    9
ABOUT VALIC SEPARATE ACCOUNT A...............    9
VARIABLE ACCOUNT OPTIONS.....................   10
     Summary of Funds........................   10
PURCHASE PERIOD..............................   20
     Purchase Payments.......................   20
     Purchase Units..........................   20
     Calculation of Purchase Unit Value......   20
     Choosing Investment Options.............   21
          Fixed Account Options..............   21
          Variable Account Options...........   21
     Stopping Purchase Payments..............   21
TRANSFERS BETWEEN INVESTMENT OPTIONS.........   22
     During the Purchase Period..............   22
     During the Payout Period................   22
     Communicating Transfer or Reallocation
       Instructions..........................   22
     Effective Date of Transfer..............   22
FEES AND CHARGES.............................   23
     Account Maintenance Fee.................   23
     Surrender Charges.......................   23
          Amount of Surrender Charges........   23
          10% Free Withdrawal................   23
          Exceptions to Surrender
            Charges..........................   23
     Premium Tax Charge......................   24
     Separate Account Charges................   24
     Fund Annual Expense Charge..............   24
     Other Tax Charges.......................   24
     Reduction or Waiver of Account
       Maintenance Fee or Surrender
       Charges...............................   24
     Separate Account Expense
       Reimbursement.........................   25
PAYOUT PERIOD................................   26
     Fixed Payout............................   26
     Variable Payout.........................   26
     Combination Fixed and Variable Payout...   26
     Payout Date.............................   26
     Payout Options..........................   26
     Enhancements to Payout Options..........   27
     Payout Information......................   27
SURRENDER OF ACCOUNT VALUE...................   28
     When Surrenders are Allowed.............   28
     Amount That May Be Surrendered..........   28
     Surrender Restrictions..................   28
     Partial Surrenders......................   28
     Systematic Withdrawals..................   28
     Distributions Required By Federal Tax
       Law...................................   29
EXCHANGE PRIVILEGE...........................   30
     Restrictions on Exchange Privilege......   30
     Taxes and Conversion Costs..............   30
     Surrender Charges.......................   30
 
<CAPTION>
                                              PAGE
                                              ----
<S>                                           <C>
     Exchange Offers for Contracts Other Than
       Portfolio Director....................   30
     Exchange Offer for Portfolio Director
       and Portfolio Director 2..............   30
     Comparison of Contracts.................   31
     Features of Portfolio Director 2........   31
     Agents' and Managers' Retirement Plan
       Exchange Offer........................   31
DEATH BENEFITS...............................   33
     Beneficiary Information.................   33
     Special Information for Individual
       Non-Tax Qualified Contracts...........   33
     During the Purchase Period..............   33
          Interest Guaranteed Death
            Benefit..........................   33
          Standard Death Benefit.............   34
     During the Payout Period................   34
HOW TO REVIEW INVESTMENT PERFORMANCE OF
  SEPARATE ACCOUNT DIVISIONS.................   35
     Types of Investment Performance
       Information Advertised................   35
     Total Return Performance Information....   35
     Standard Average Annual Total Return....   35
     Nonstandard Average Annual Total
       Return................................   35
     Cumulative Total Return.................   35
     Annual Change in Purchase Unit Value....   35
     Cumulative Change in Purchase Unit
       Value.................................   36
     Total Return Based on Different
       Investment Amounts....................   36
     An Assumed Account Value of $10,000.....   36
     Yield Performance Information...........   36
     Money Market Division...................   36
     Divisions Other Than The Money Market
       Division..............................   36
     Performance Information: Average Annual
       Total Return, Cumulative Return and
       Annual and Cumulative Change in
       Purchase Unit Value Tables............   36
OTHER CONTRACT FEATURES......................   40
     Changes That May Not Be Made............   40
     Change of Beneficiary...................   40
     Contingent Owner........................   40
     Cancellation -- The 20 Day "Free
       Look".................................   40
     We Reserve Certain Rights...............   40
     Relationship to Employer's Plan.........   40
VOTING RIGHTS................................   41
     Who May Give Voting Instructions........   41
     Determination of Fund Shares
       Attributable to Your Account..........   41
       During Purchase Period................   41
       During Payout Period or after a Death
          Benefit Has Been Paid..............   41
     How Fund Shares Are Voted...............   41
FEDERAL TAX MATTERS..........................   42
     Type of Plans...........................   42
     Tax Consequences in General.............   42
     Effect of Tax-Deferred
       Accumulations.........................   43
</TABLE>
 
                                       (i)
<PAGE>   3
 
ABOUT THE PROSPECTUS
- --------------------------------------------------------------------------------
 
Unless otherwise specified in this prospectus, the words we, our, Company, and
VALIC mean The Variable Annuity Life Insurance Company. The words you and your,
unless otherwise specified in this prospectus, mean the participant, contract
owner, annuitant or beneficiary.
 
We will use a number of other specific terms in this prospectus. We will, when
that term is used in the prospectus, provide you with a definition of that term.
The terms used in this prospectus for which we will provide you a definition
are:
 
         Account Value
         Annuitant
         Assumed Investment Rate
         Beneficiary
         Contract Owner
         Division
         Fixed Account Options
         Home Office
         Mutual Fund or Fund
         Participant
         Participant Year
         Payout Period
         Payout Unit
         Purchase Payments
         Purchase Period
         Purchase Unit
         VALIC Separate Account A
         Variable Account Options
 
This prospectus is being given to you to help you make decisions for selecting
various investment options and benefits to plan and save for your retirement. It
is intended to provide you with information about VALIC, Portfolio Director 2,
and saving for your retirement.
 
The purpose of Variable Account Options and Variable Payout Options is to
provide you investment returns which are greater than the effects of inflation.
We cannot, however, guarantee that this purpose will be achieved.
 
This prospectus describes a contract in which units of interest in VALIC's
Separate Account A are offered. Portfolio Director 2 will allow you to
accumulate retirement dollars in Fixed Account Options and/or Variable Account
Options. This prospectus describes only the variable aspects of Portfolio
Director 2 except where the Fixed Account Options are specifically mentioned.
 
For specific information about the Variable Account Options, you should refer to
the mutual fund prospectuses you have been given with this document. You should
keep these prospectuses to help answer any questions you may have in the future.
 
Following this introduction is a summary of the major features and options of
Portfolio Director 2. This summary is called the "Profile of Portfolio Director
2." It is intended to provide you with a brief overview of those sections
discussed in more detail in this prospectus.

 
PARTICIPANT -- the individual,
(in most cases you are the
Participant) for whom
Purchase Payments are made.
 

                                        1
<PAGE>   4
 
PROFILE OF PORTFOLIO DIRECTOR 2
- --------------------------------------------------------------------------------
 
Portfolio Director 2 is VALIC's combination fixed and variable annuity that
offers you a wide choice of investment options and flexibility. A summary of
Portfolio Director 2's major features is presented below. For a more detailed
discussion of Portfolio Director 2, please read the entire prospectus carefully.
 
FIXED AND VARIABLE OPTIONS
 
Portfolio Director 2 offers you a choice from among 18 Variable Account Options
and two Fixed Account Options. You may invest in up to seven of these investment
options at any one time.
 
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
              FIXED ACCOUNT                                                                           
              OPTIONS                                                                                                            
- ---------------------------------------------------------------------------------------------------------------------------------
<S>           <C>                          <C>                                           <C>                      <C>
FIXED         Fixed                        Guaranteed high current                       --                       --             
OPTIONS       Account Plus                 interest income                                                                       
              -------------------------------------------------------------------------------------------------------------------
              Short-Term                   Guaranteed current                            --                       --
              Fixed Account                interest income                                                                       
- ---------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
              VARIABLE ACCOUNT             INVESTMENT                                                                            
              OPTIONS                      STRATEGY                                      ADVISER                  SUBADVISER     
- ---------------------------------------------------------------------------------------------------------------------------------
<S>           <C>                          <C>                                           <C>                      <C>
INDEX         AGSPC Stock Index Fund       Growth through investments                    VALIC                    Bankers Trust  
EQUITY                                     tracking the S&P 500(R)                                                               
FUNDS                                      Index                                                                                 
- ---------------------------------------------------------------------------------------------------------------------------------
ACTIVELY      AGSPC Growth Fund            Growth through investments                    VALIC                    T. Rowe Price   
MANAGED                                    in service sector companies                                                            
EQUITY        -------------------------------------------------------------------------------------------------------------------
FUNDS         Founders                     Growth of capital through                     Founders                 N/A            
              Growth                       investment in common stock of                                                         
              Fund                         well established, high quality companies                                              
              -------------------------------------------------------------------------------------------------------------------
              Neuberger & Berman           Capital appreciation through                  Neuberger & Berman       Neuberger &    
              Guardian Trust               investment in common stocks of                Management Inc.          Berman         
                                           long established, high quality companies                                              
              -------------------------------------------------------------------------------------------------------------------
              Putnam Global                Capital appreciation through a globally       Putnam                   N/A            
              Growth Fund                  diversified portfolio of common stocks                                                
              -------------------------------------------------------------------------------------------------------------------
              Putnam New                   Long-term capital appreciation                Putnam                   N/A            
              Opportunities Fund           through investment in common stock                                                    
              -------------------------------------------------------------------------------------------------------------------
              Putnam OTC                   Capital appreciation through                  Putnam                   N/A            
              Emerging Growth              investments in common stocks of                                                       
              Fund                         small-to-medium companies                                                             
              -------------------------------------------------------------------------------------------------------------------
              Scudder Growth               Long-term growth of capital, current          Scudder                  N/A            
              and Income Fund              income and growth of income                                                           
              -------------------------------------------------------------------------------------------------------------------
              Templeton                    Growth through investments                    Templeton                N/A            
              Foreign                      in companies and governments                                                          
              Fund                         outside the U.S.                                                                      
              -------------------------------------------------------------------------------------------------------------------
              Twentieth Century            Capital growth through                        Twentieth Century        N/A            
              Ultra Investors              investments in common                                                                 
              Fund                         stock                                                                                 
              -------------------------------------------------------------------------------------------------------------------
              Vanguard/                    Growth and income through                     Vanguard                 N/A            
              Windsor II                   investment in common stock                                                            
- ---------------------------------------------------------------------------------------------------------------------------------
BALANCED      Vanguard/                    Income and growth through 30 to 40%           Vanguard                 N/A            
FUNDS         Wellington                   investment in high quality corporate bonds                                            
              Fund                         and 60 to 70% investment in common stocks                                             
- ---------------------------------------------------------------------------------------------------------------------------------
INCOME        AGSPC International          Income and possible growth through            VALIC                    N/A             
FUNDS         Government                   investments in high quality foreign                                                    
              Bond Fund                    government debt securities                                                             
              ------------------------------------------------------------------------------------------------------------------- 
              Vanguard Fixed Income        Income through investment                     Vanguard                 N/A             
              Securities Fund--Long-Term   in long-term quality corporate bonds                                                   
              Corporate Portfolio                                                                                                 
              ------------------------------------------------------------------------------------------------------------------- 
              Vanguard Fixed Income        Income through investment in                  Vanguard                 N/A             
              Securities Fund--Long-Term   long-term U.S. Treasury bonds                                                          
              U.S. Treasury Portfolio                                                                                             
- --------------------------------------------------------------------------------------------------------------------------------- 
SPECIALTY     AGSPC Science &              Growth through investments in stocks          VALIC                    T. Rowe Price   
FUNDS         Technology                   of companies which benefit from                                                        
              Fund                         development of science and technology                                                  
              ------------------------------------------------------------------------------------------------------------------- 
              AGSPC Social                 Growth through investments in                 VALIC                    N/A            
              Awareness                    stocks of companies meeting social                                                     
              Fund                         criteria of the Fund                                                                   
- --------------------------------------------------------------------------------------------------------------------------------- 
MONEY         AGSPC Money Market           Income through investments in                 VALIC                    N/A             
MARKET        Fund                         short-term money market                                                                
FUNDS                                      securities                                                                      
- --------------------------------------------------------------------------------------------------------------------------------- 
</TABLE>

                                       2

<PAGE>   5
 
- --------------------------------------------------------------------------------
 
A detailed description of the investment objective of each Fund can be found in
the section of the prospectus entitled "Variable Account Options," and also in
the current prospectus for each Fund mentioned.
 
INTEREST GUARANTEED DEATH
BENEFIT
Portfolio Director 2 offers a death benefit with an interest guarantee when
death occurs prior to your reaching age 70.
 
This contract provision is not available in some states.
 
LOANS
Portfolio Director 2 offers a tax-free loan provision for tax-qualified
contracts that gives you access to your money in either of the Fixed Account
Options, subject to a minimum loan amount of $1,000. The availability of loans
is subject to government regulations, as well as your employer's plan
provisions.
 
Keep in mind that tax laws place restrictions on withdrawals (i.e. loans which
are not repaid) if made prior to age 59 1/2.
 
TRANSFERS
There is no charge to transfer the money in your account among Portfolio
Director 2's investment options. You may transfer your Account Values between
Variable Account Options at any time during the Purchase Period.
 
Your Account Value in the Short-Term Fixed Account must remain there for at
least 90 days before it can be transferred to other investment options. In Fixed
Account Plus, up to 20% of your Account Value may be transferred during each
contract year to other investment options.
 
Once you begin receiving payments from your account (called the Payout Period),
you may still transfer funds among Variable Account Options once each contract
year.
 
Transfers can be made by calling VALIC's toll-free transfer service at
1-800-621-7792. For more information on account transfers, see the "Transfers
Between Investment Options" section in the prospectus.
 
FEES AND CHARGES
 
ACCOUNT MAINTENANCE FEE:
If any of your account is invested in Variable Account Options, a quarterly
account maintenance fee of $3.75 is charged to your account. If you invest only
in Fixed Account Options during a calendar quarter no account maintenance fee is
assessed.
 
SURRENDER CHARGE:
Under some circumstances a surrender charge is made to your account. These
situations are discussed in detail in the section
of the prospectus entitled "Fees and Charges -- Surrender Charges." When this
happens the surrender charge is computed in two ways and you are charged
whichever amount is less. The first amount is simply 5% of whatever amount you
have withdrawn. The second amount is 5% of the contributions you made to your
account during the last 60 months.
Withdrawals are always subject to your plan provisions and federal tax
restrictions, which generally include a tax penalty on withdrawals made prior to
age 59 1/2.
 
SEPARATE ACCOUNT CHARGES:
Depending on the Variable Account Option you choose you may incur a mortality
and expense risk fee computed at an annualized rate of 1% or 1.25% on the
average daily net asset value of VALIC Separate Account A.
 
PREMIUM TAX CHARGE:
Premium taxes ranging from zero to 3% are currently imposed by certain states
and municipalities on Purchase Payments made under the contract.
 
FUND ANNUAL EXPENSE CHARGE:
A daily charge based on a percentage of each Fund's average daily net asset
value is payable by each Fund to its investment adviser.
Since some of these fees may not apply to your contract, consult your VALIC
Retirement Plan Specialist to see how these provisions apply to you.

SEPARATE ACCOUNT
EXPENSE REIMBURSEMENT
The Company will reimburse to certain Divisions any fees it receives from the
Fund or its affiliate for providing the Fund administrative and shareholder
services. For more information as to which Variable Account Options have a
Separate Account Expense Reimbursement see the Fee Table.
 
PAYOUT OPTIONS
When you withdraw your money, you can select from several payout options: a
lifetime annuity (which guarantees payment for as long as you live), periodic
withdrawals and systematic withdrawals. More information on payout options can
be found in the "Payout Period" section of the prospectus.
FEDERAL TAX INFORMATION
Although deferred annuity contracts such as Portfolio Director 2 can be
purchased with after-tax dollars, they are primarily used in connection with
retirement programs which receive favorable tax treatment under federal law.
PURCHASE REQUIREMENTS
Purchase Payments may be made at any time and in any amount, subject to plan
limitations.
 
To learn more about the
INTEREST GUARANTEED
DEATH BENEFIT, refer to
the section in the
prospectus entitled
"Death Benefits."

More information on FEES
may be found in the
prospectus under the
headings "FEES AND
CHARGES" AND "FEE
TABLE."

For a more detailed
discussion of these
income tax provisions,
see the "FEDERAL TAX
MATTERS" section of the
prospectus and of the
Statement of Additional
Information.

For more information on
to the "Purchase Period"
section of the
prospectus.


                                      3
<PAGE>   6
 
                    FEE TABLE
 
                    ------------------------------------------------------------
 
                    CONTRACT OWNER/PARTICIPANT EXPENSES(1)
 
<TABLE>
                    <S>                                                                              <C>
                    Account Maintenance Fee ($3.75 per quarter, annualized)                           $   15
                    Maximum Surrender Charge(2)                                                         5.00%
</TABLE>
 
                    SEPARATE ACCOUNT EXPENSES
                    (as a percentage of Separate Account net assets):
 
<TABLE>
<CAPTION>
                                                                     MORTALITY
                                                                        AND         SEPARATE        TOTAL
                                                                      EXPENSE        ACCOUNT       SEPARATE
                                                                        RISK         EXPENSE       ACCOUNT
                                                  FUND                 CHARGE     REIMBURSEMENT      FEE
                                                  ----               ---------    -------------   ----------
                                   <S>                               <C>          <C>             <C>
                                   AGSPC Growth                         1.00%            --          1.00%
                                   AGSPC International Government
                                     Bond                               1.00%            --          1.00%
                                   AGSPC Money Market                   1.00%            --          1.00%
                                   AGSPC Science & Technology           1.00%            --          1.00%
                                   AGSPC Social Awareness               1.00%            --          1.00%
                                   AGSPC Stock Index                    1.00%            --          1.00%
                                   Founders Growth(3)                   1.25%          (.25%)        1.00%
                                   Neuberger & Berman Guardian
                                     Trust(3)                           1.25%          (.25%)        1.00%
                                   Putnam Global Growth(3)              1.25%          (.25%)        1.00%
                                   Putnam New Opportunities(3)          1.25%          (.25%)        1.00%
                                   Putnam OTC Emerging Growth(3)        1.25%          (.25%)        1.00%
                                   Scudder Growth and Income            1.25%            --          1.25%
                                   Templeton Foreign(3)                 1.25%          (.25%)        1.00%
                                   Twentieth Century Ultra
                                     Investors(3)                       1.25%          (.20%)        1.05%
                                   Vanguard Fixed Income Securities
                                     Fund -- Long-Term Corporate
                                     Portfolio                          1.25%            --          1.25%
                                   Vanguard Fixed Income Securities
                                     Fund -- Long-Term U.S. Treasury
                                     Portfolio                          1.25%            --          1.25%
                                   Vanguard/Wellington                  1.25%            --          1.25%
                                   Vanguard/Windsor II                  1.25%            --          1.25%
</TABLE>
 
                    FUND ANNUAL EXPENSES
                    (as a percentage of Fund net assets):
   
<TABLE>
<CAPTION>
                                                                       MANAGEMENT      OTHER      TOTAL FUND
                                                   FUND                   FEES      EXPENSES(4)    EXPENSES
                                                   ----                ----------   -----------   ----------
                                   <S>                                 <C>          <C>           <C>
                                   AGSPC Growth                           0.80%         0.11%        0.91%
                                   AGSPC International Government Bond    0.50          0.09         0.59
                                   AGSPC Money Market                     0.50          0.07         0.57
                                   AGSPC Science & Technology             0.90          0.10         1.00
                                   AGSPC Social Awareness                 0.50          0.08         0.58
                                   AGSPC Stock Index                      0.29          0.09         0.38
                                   Founders Growth                        0.74          0.54         1.28
                                   Neuberger & Berman Guardian Trust(5)    0.86         0.08         0.94
                                   Putnam Global Growth                   0.67          0.61         1.28
                                   Putnam New Opportunities               0.61          0.52         1.13
                                   Putnam OTC Emerging Growth             0.68          0.46         1.14
                                   Scudder Growth and Income              0.51          0.28         0.79
                                   Templeton Foreign                      0.63          0.52         1.15
                                   Twentieth Century Ultra Investors      1.00          0.00         1.00
                                   Vanguard Fixed Income Securities
                                     Fund -- Long-Term Corporate
                                     Portfolio                            0.04          0.27         0.31
                                   Vanguard Fixed Income Securities
                                     Fund -- Long-Term U.S. Treasury
                                     Portfolio                            0.01          0.26         0.27
                                   Vanguard/Wellington                    0.05          0.28         0.33
                                   Vanguard/Windsor II                    0.14          0.26         0.40
    
</TABLE>
 
                                      See footnotes on page 6.
 
4
<PAGE>   7
 
EXAMPLE #1 -- Assuming No Account Maintenance Fee an
              No Surrender at the End of the Period Shown:
- --------------------------------------------------------------------------------
 
Total Expenses. You would pay the following expenses on a
$1,000 investment under a typical Portfolio Director 2
Contract without a surrender charge or account maintenance
fee imposed, invested in a single Separate Account Division
as listed below, assuming a 5% annual return on assets:
 
   
<TABLE>
<CAPTION>
                                                1 YEAR    3 YEARS    5 YEARS    10 YEARS
                                                ------    -------    -------    --------
    <S>                                         <C>       <C>        <C>        <C>
    AGSPC Growth Division 15                     $ 19      $  60      $ 103       $224
    AGSPC International Government Bond Division
      13                                           16         50         87        189
    AGSPC Money Market Division 6                  16         50         86        187
    AGSPC Science & Technology Division 17         20         63        108        233
    AGSPC Social Awareness Division 12             16         50         86        188
    AGSPC Stock Index Division 10                  14         44         76        166
    Founders Growth Division 30                    23         71        122        262
    Neuberger & Berman Guardian Trust
      Division 29                                  20         61        105        227
    Putnam Global Growth Division 28               23         71        122        262
    Putnam New Opportunities Division 26           22         67        115        247
    Putnam OTC Emerging Growth Division 27         22         67        115        248
    Scudder Growth and Income Division 21          21         64        110        237
    Templeton Foreign Division 32                  22         67        116        249
    Twentieth Century Ultra Investors Division
      31                                           21         64        110        238
    Vanguard Fixed Income Securities Fund --
      Long-Term Corporate Portfolio Division 22    16         49         85        186
    Vanguard Fixed Income Securities Fund --
      Long-Term U.S. Treasury Portfolio Division
      23                                           15         48         83        182
    Vanguard/Wellington Division 25                16         50         86        188
    Vanguard/Windsor II Division 24                17         52         90        196
    
</TABLE>
 
EXAMPLE #2 -- Assuming No Surrender at the End of the
                Period Shown:
- ------------------------------------------------------------
 
Total Expenses. You would pay the following expenses on a
$1,000 investment under a typical Portfolio Director 2
Contract without a surrender charge imposed, invested in a
single Separate Account Division as listed below, assuming a
5% annual return on assets:
 
   
<TABLE>
<CAPTION>
                                                1 YEAR    3 YEARS    5 YEARS    10 YEARS
                                                ------    -------    -------    --------
    <S>                                         <C>       <C>        <C>        <C>
    AGSPC Growth Division 15                     $ 20      $  63      $ 108       $233
    AGSPC International Government Bond Division
      13                                           17         53         91        199
    AGSPC Money Market Division 6                  17         52         90        196
    AGSPC Science & Technology Division 17         21         65        112        242
    AGSPC Social Awareness Division 12             17         53         91        198
    AGSPC Stock Index Division 10                  15         46         80        176
    Founders Growth Division 30                    24         74        126        270
    Neuberger & Berman Guardian Trust
      Division 29                                  21         64        109        236
    Putnam Global Growth Division 28               24         74        126        270
    Putnam New Opportunities Division 26           22         69        119        255
    Putnam OTC Emerging Growth Division 27         23         70        119        256
    Scudder Growth and Income Division 21          22         67        114        246
    Templeton Foreign Division 32                  23         70        120        257
    Twentieth Century Ultra Investors Division
      31                                           22         67        115        247
    Vanguard Fixed Income Securities Fund --
      Long-Term Corporate Portfolio Division 22    17         52         89        195
    Vanguard Fixed Income Securities Fund --
      Long-Term U.S. Treasury Portfolio Division
      23                                           16         51         87        191
    Vanguard/Wellington Division 25                17         53         91        198
    Vanguard/Windsor II Division 24                18         55         94        205
    
</TABLE>
 
                                                                               5
<PAGE>   8
 
                    EXAMPLE #3 -- Assuming Surrender at the End of the Period
                    Shown:
 
                    ------------------------------------------------------------
 
                    Total Expenses: You would pay the following expenses on a
                    $1,000 investment under a typical Portfolio Director 2
                    Contract invested in a single Separate Account Division as
                    listed below, assuming a 5% annual return on assets:
 
   
<TABLE>
<CAPTION>
                                                                            1 YEAR    3 YEARS    5 YEARS    10 YEARS
                                                                            ------    -------    -------    --------
                                <S>                                         <C>       <C>        <C>        <C>
                                AGSPC Growth Division 15                     $ 67      $ 112      $ 158       $233
                                AGSPC International Government Bond Division
                                  13                                           64        103        141        199
                                AGSPC Money Market Division 6                  63        102        140        196
                                AGSPC Science & Technology Division 17         67        114        162        242
                                AGSPC Social Awareness Division 12             63        102        141        198
                                AGSPC Stock Index Division 10                  61         96        130        176
                                Founders Growth Division 30                    70        122        176        270
                                Neuberger & Berman Guardian Trust
                                  Division 29                                  67        113        159        236
                                Putnam Global Growth Division 28               70        122        176        270
                                Putnam New Opportunities Division 26           69        118        169        255
                                Putnam OTC Emerging Growth Division 27         69        118        169        256
                                Scudder Growth and Income Division 21          68        116        164        246
                                Templeton Foreign Division 32                  69        119        170        257
                                Twentieth Century Ultra Investors Division
                                  31                                           68        116        165        247
                                Vanguard Fixed Income Securities Fund --
                                  Long-Term Corporate Portfolio Division 22    63        102        139        195
                                Vanguard Fixed Income Securities Fund --
                                  Long-Term U.S. Treasury Portfolio Division
                                  23                                           63        100        137        191
                                Vanguard/Wellington Division 25                63        102        141        198
                                Vanguard/Windsor II Division 24                64        104        144        205
    
</TABLE>
 
                    --------------------------------
 
                    (1) Premium taxes are not shown here, but may be charged by
                        some states. See: "Premium Tax Charge" in this
                        prospectus.
 
                    (2) Reductions in the surrender charge and the account
                        maintenance fee are available if certain conditions are
                        met. See "Reduction or Waiver of Account Maintenance Fee
                        or Surrender Charges" and "Exceptions to Surrender
                        Charges" in this prospectus.
 
                    (3) For these Funds the Total Separate Account Fee equals
                        the VALIC Separate Account A mortality and expense risk
                        charge reduced by the Separate Account Expense
                        Reimbursement. Pursuant to the Separate Account Expense
                        Reimbursement the Company's charges to these Divisions
                        are reduced by an amount equal to payments from the
                        underlying Fund or its affiliate for administrative and
                        shareholder services provided by the Company. See "Fees
                        and Charges -- Separate Account Expense Reimbursement"
                        in this prospectus for more information.
 
   
                        The following Funds or their affiliates pay
                        administrative, shareholder service or distribution fees
                        to the Company: Founders (0.25%), Neuberger & Berman
                        (0.25%), Putnam (0.25%), Templeton (0.25%) and Twentieth
                        Century (0.20%).
    
 
   
                    (4) OTHER EXPENSES includes custody, accounting, reports to
                        shareholders, audit, legal and other miscellaneous
                        expenses. Additionally for the Founders, Putnam and
                        Templeton Funds, this includes distribution fees at the
                        rate of .25%. See each Fund's prospectus for a detailed
                        explanation of these fees.
    
 
                    (5) Neuberger & Berman Management Incorporated ("N&B")
                        voluntarily bears certain expenses of Neuberger & Berman
                        Guardian Trust ("Trust") so that the Trust's expense
                        ratio per annum will not exceed the expense ratio per
                        annum by more than 0.10% of the Trust's average daily
                        net assets, until December 31, 1996. The reimbursement
                        reflected in this Fee Table is based upon N&B's
                        estimate. Absent the reimbursement Other Expenses are
                        estimated to be 0.10% and Total Fund Expenses to be
                        0.96% of average daily net assets. The Trust started
                        operating on August 3, 1993. It has identical investment
                        objectives and policies and as part of a "master/feeder
                        structure" invests in the same portfolio as Neuberger &
                        Berman Guardian Fund ("Fund"), which is also managed by
                        N&B. The performance information for the Trust before
                        August 3, 1993 is for the Fund and its predecessor which
                        had an inception date of June 1, 1950. For more
                        information on the "master/feeder structure" see the
                        Trust's prospectus.
 
                    Note: These examples should not be considered
                    representations of past or future expenses for VALIC
                    Separate Account A or for any Fund. Actual expenses may be
                    greater or less than those shown above. Similarly, the 5%
                    annual rate of return assumed in the examples is not an
                    estimate or guarantee of future investment performance. The
                    purpose of the Fee Table above is to help Contract Owners
                    and Participants understand the various expenses of VALIC
                    Separate Account A and the Funds which are, in effect,
                    passed on to the Contract Owners and Participants.
 
   
                    This Fee Table shows all charges and expenses which may be
                    deducted from the assets of VALIC Separate Account A and
                    from the Funds in which VALIC Separate Account A invests.
                    For a further description of these charges and expenses, see
                    "Fees and Charges" in this prospectus and the descriptions
                    of fees and charges in each of the Fund's prospectuses. Any
                    and all limitations on total charges and expenses are
                    reflected in this Fee Table.
    
 
 6
<PAGE>   9
 
SELECTED PURCHASE UNIT DATA
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                           AGSPC                                                                         NEUBERGER &
                                       INTERNATIONAL    AGSPC        AGSPC          AGSPC         AGSPC                    BERMAN   
                              AGSPC      GOVERNMENT     MONEY      SCIENCE &       SOCIAL     STOCK INDEX    FOUNDERS     GUARDIAN
                              GROWTH        BOND        MARKET     TECHNOLOGY     AWARENESS     DIVISION      GROWTH        TRUST
                           DIVISION 15   DIVISION 13  DIVISION 6   DIVISION 17   DIVISION 12      10(1)     DIVISION 30  DIVISION 29
                           -----------   -----------  ----------   -----------   -----------  -----------   -----------  -----------
<S>                        <C>           <C>          <C>          <C>           <C>          <C>           <C>          <C>
July 1, 1996
  Initial Offering Value                                                                                    $ 1.000000   $ 1.000000
December 31, 1995
 Purchase Units in Force   164,417,848   73,369,250   51,907,757   187,862,232   32,750,120   455,255,243 
 Purchase Unit Value         $1.466652    $1.530780    $1.545802     $1.997175    $1.835102     $2.343900
December 31, 1994
 Purchase Units in Force    32,633,370   25,691,713   75,765,781    42,726,137   29,015,764   416,234,288 
 Purchase Unit Value         $1.001834    $1.301357    $1.479129     $1.247713    $1.333899     $1.724134
July 11, 1994
 Purchase Unit Value(2)          --          --            --            --           --            --
April 29, 1994
 Purchase Unit Value(2)      $1.000000       --            --        $1.000000        --            --
December 31, 1993
 Purchase Units in Force         --      18,155,381   24,799,810         --      26,230,566   369,550,060 
 Purchase Unit Value             --       $1.258340    $1.439327         --       $1.366979     $1.729327
December 31, 1992
 Purchase Units in Force         --       6,245,713   23,414,474         --      16,956,437   283,808,045 
 Purchase Unit Value             --       $1.112826    $1.415690         --       $1.279516     $1.589718
May 1, 1992
 Purchase Unit Value(2)          --          --            --            --           --            --
December 31, 1991
 Purchase Units in Force         --         953,038   25,545,494         --       8,447,711    90,526,907
 Purchase Unit Value             --       $1.090499    $1.384882         --       $1.250634     $1.505641
October 1, 1991
 Purchase Unit Value(2)          --       $1.000000        --            --            --           --
December 31, 1990
 Purchase Units in Force         --           --      25,246,481        --        2,947,418   46,016,297
 Purchase Unit Value             --           --       $1.325393        --        $0.987666    $1.179000
December 31, 1989
 Purchase Units in Force                      --      15,949,534        --          212,636   22,325,990 
 Purchase Unit Value             --           --       $1.240599        --        $1.010003    $1.238782
October 2, 1989
 Purchase Unit Value(2)          --           --         --             --        $1.000000        --
December 31, 1988
 Purchase Units in Force         --           --       9,429,191        --           --        9,213,178
 Purchase Unit Value             --           --       $1.149516        --           --        $0.968670
December 31, 1987
 Purchase Units in Force         --           --       4,121,853        --           --        4,326,102
 Purchase Unit Value             --           --       $1.087299        --           --        $0.856238
April 20, 1987
 Purchase Unit Value(2)          --           --           --           --           --        $1.000000
December 31, 1986
 Purchase Units in Force         --           --         914,106        --           --           -- 
 Purchase Unit Value             --           --       $1.040484        --           --           --
January 16, 1986
 Purchase Unit Value(2)          --           --       $1.000000        --           --           --
December 31, 1985
 Purchase Units in Force         --           --           --           --           --           --
 Purchase Unit Value             --           --           --           --           --           --
</TABLE>
 
- ------------
 
(1) Effective with the merger of Quality Growth Fund into Stock Index Fund on
    May 1, 1992, Quality Growth Division 9 was merged into Stock Index Division
    10. The merger of Divisions was accomplished by an exchange of units of
    Quality Growth Division 9 for units of Stock Index Division 10 of equivalent
    value as calculated at the close of business on April 30, 1992.
 
(2) Purchase Unit Value At Date Of Inception.
 

                                        7
<PAGE>   10
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                         VANGUARD
                                                                                                       FIXED INCOME
                                                                                                     SECURITIES FUND-
                                   PUTNAM OTC         SCUDDER                        TWENTIETH          LONG-TERM
  PUTNAM GLOBAL    PUTNAM NEW       EMERGING         GROWTH AND      TEMPLETON     CENTURY ULTRA        CORPORATE
     GROWTH       OPPORTUNITIES      GROWTH            INCOME         FOREIGN        INVESTORS          PORTFOLIO
   DIVISION 28     DIVISION 26     DIVISION 27      DIVISION 21     DIVISION 32     DIVISION 31        DIVISION 22
  -------------   -------------   -------------     ------------   -------------   -------------     ----------------
  <S>             <C>             <C>               <C>            <C>             <C>               <C>
  $    1.000000   $    1.000000   $    1.000000     $   1.000000   $    1.000000   $    1.000000       $   1.000000
 
<CAPTION>
                     VANGUARD
                   FIXED INCOME
                 SECURITIES FUND-
                    LONG-TERM
  PUTNAM GLOBAL   U.S. TREASURY        VANGUARD/        VANGUARD/
     GROWTH         PORTFOLIO          WELLINGTON       WINDSOR II
   DIVISION 28     DIVISION 23        DIVISION 25      DIVISION 24
  -------------  ----------------     ------------     ------------
  <S>             <<C>                <C>              <C>
  $    1.000000    $   1.000000       $   1.000000     $   1.000000
</TABLE>
 
- ------------
 
Financial statements of VALIC Separate Account A are included in the Statement
of Additional Information, which is available upon request. Purchase units shown
are for a Purchase Unit outstanding throughout the year under a representative
Contract of the type invested in each column shown. The unit value of each
Division of VALIC Separate Account A will not be the same on any given day as
the net asset value per share of the underlying Fund of the Series Company and
the other mutual fund portfolios described in this prospectus in which that
Division invests. This is because each unit value consists of the underlying
share's net asset value minus the charges to VALIC Separate Account A. In
addition, dividends declared by the underlying Fund are reinvested by the
Division in additional shares. These distributions have the effect of reducing
the value of each share of the Fund and increasing the number of Fund shares
outstanding. However, the total cash value in VALIC Separate Account A does not
change as a result of such distributions.
 
                                        8
<PAGE>   11
 
- --------------------------------------------------------------------------------
 
ABOUT PORTFOLIO DIRECTOR 2
 
Portfolio Director 2 was developed to help you save money for your retirement.
It offers you a combination of fixed and variable investment options that you
can invest in to help you reach your retirement savings goals. Your
contributions to Portfolio Director 2 can come from different sources, like
payroll deductions or money transfers. Your retirement savings process with
Portfolio Director 2 will involve two stages: the Purchase Period; and the
Payout Period. The first is when you make contributions into Portfolio Director
2 called "Purchase Payments." The second, is when you receive your retirement
payouts. For more information, see "Purchase Period" and the "Payout Period" in
this prospectus.
 
You may choose, depending upon your retirement savings goals, your personal risk
tolerances, and your retirement plan, to invest in the Fixed Account Options
and/or the Variable Account Options described in this prospectus. When you
decide to retire, or otherwise withdraw your money, you can select from a wide
array of payout options including both fixed and variable payments. In addition,
this prospectus will describe for you all fees and charges that may apply to
your participation in Portfolio Director 2.
 
ABOUT VALIC
 
We are a life insurance company organized in 1955 and located in the State of
Texas. Our main business is issuing and offering fixed and variable retirement
annuity contracts, like Portfolio Director 2. Our principal offices are located
at 2929 Allen Parkway, Houston, Texas 77019. We have Regional Offices throughout
the United States. The addresses for these offices are given in the back of this
prospectus.
 
VALIC is a member of the American General Corporation group of companies.
Members of the American General Corporation group of companies operate in each
of the 50 states and Canada and collectively provide financial services with
activities heavily weighted toward insurance.
 
ABOUT VALIC SEPARATE ACCOUNT A
 
When you direct money to Portfolio Director 2's Variable Account Options, you
will be sending that money through VALIC's Separate Account A. You do not invest
directly in the Mutual Funds made available in Portfolio Director 2. VALIC's
Separate Account A invests in the Mutual Funds on behalf of your account.
 
VALIC Separate Account A is made up of what we call "Divisions." Eighteen
Divisions are available and represent the Variable Account Options in Portfolio
Director 2. Each of these Divisions invests in a different Mutual Fund made
available through Portfolio Director 2. For example, Division Ten represents and
invests in the Stock Index Fund. The earnings (or losses) of each Division are
credited to (or charged against) the assets of that Division, and do not affect
the performance of the other Divisions of VALIC Separate Account A.
 
VALIC established Separate Account A in 1979 under Texas insurance law to allow
you to be able to invest in a number of Variable Account Options available in
Portfolio Director 2. VALIC Separate Account A is registered with the Securities
and Exchange Commission (SEC) as a unit investment trust under the Investment
Company Act of 1940. Units of interest in VALIC Separate Account A are
registered as securities under the Securities Act of 1933.
 
VALIC Separate Account A is administered and accounted for as part of VALIC's
business operations. However, the income, capital gains or capital losses,
whether or not realized of each Division of VALIC Separate Account A are
credited to or charged against the assets held in that Division without regard
to the income, capital gains or capital losses of any other Division or arising
out of any other business the Company may conduct. In accordance with the terms
of Portfolio Director 2, VALIC Separate Account A may not be charged with the
liabilities of any other VALIC operation. As stated in Portfolio Director 2, the
Texas Insurance Code requires that the assets of VALIC Separate Account A
attributable to Portfolio Director 2 be held exclusively for the benefit of the
contract owner, participants, annuitants, and beneficiaries of Portfolio
Director 2. When we discuss performance information in this prospectus, we mean
the performance of a VALIC Separate Account A Division.

UNITS OF INTERESTS

Your investment in a Division of VALIC Separate Account A is represented by
units of interest issued by VALIC Separate Account A. On a daily basis, the
units of interest issued by VALIC Separate Account A are revalued to reflect
that day's performance of the underlying mutual fund minus any applicable fees
and charges to VALIC Separate Account A.
 
All inquiries regarding
PORTFOLIO DIRECTOR 2
may be directed to your
VALIC Regional Office at
the addresses shown in the
back of this prospectus.

MUTUAL FUND OR FUND --
the investment portfolio(s)
of a registered open-end
management investment
company, which serves as
the underlying investment
vehicle for each Division
represented in VALIC
Separate Account A.

For more information about
VALIC, see the Statement of
Additional Information


                                      9
<PAGE>   12
 
VARIABLE ACCOUNT OPTIONS
- --------------------------------------------------------------------------------
 
Portfolio Director 2 enables you to participate in Divisions that represent
eighteen Variable Account Options. These Divisions comprise all of the Variable
Account Options that are made available to you through VALIC Separate Account A.
See "About VALIC Separate Account A" in this prospectus.
 
Each individual Division represents and invests, through VALIC's Separate
Account A, in specific mutual funds. Twelve of the Mutual Funds are also
available to the general public. These mutual funds serve as the investment
vehicles for Portfolio Director 2 and include:
 
- - American General Series Portfolio
  Company (AGSPC) -- offers 6 funds, for which VALIC serves as investment
  adviser.
 
- - Founders Funds, Inc. -- offers 1 fund for which Founders Asset Management,
  Inc. serves as investment adviser.
 
- - Neuberger & Berman Management Inc. -- offers 1 fund for which Neuberger &
  Berman Management Inc. serves as investment manager and Neuberger & Berman
  serves as sub-adviser.
 
- - Putnam Investments -- offers 3 funds for which Putnam Investment Management
  Inc., serves as investment adviser.
 
- - Scudder, Stevens & Clark Inc. -- offers 1 fund for which Scudder, Stevens &
  Clark Inc. serves as investment adviser.
 
- - Templeton Funds Inc. -- offers 1 fund for which Templeton Global Advisors
  Limited serves as investment adviser.
 
- - Twentieth Century Investors Inc. -- offers 1 fund for which Investors Research
  Corporation serves as investment adviser.
 
- - The Vanguard Group Inc. -- offers 4 funds for which Barrow, Hanley, Mewhinney
  & Strauss Inc., Equinox Capital Management Inc., Tukmann Capital Management
  Inc., Vanguard Group Inc., Wellington Management Company and Vanguard Group
  Inc., Fixed Income Management Division serve as investment advisers
 
Each of these Funds (except for AGSPC's International Government Bond Fund which
is a non-diversified Fund) is registered as a diversified open-end, management
investment company and is regulated under the Investment Company Act of 1940.
For complete information about each of these Funds, including charges and
expenses, you should refer to the prospectus for that Fund. Additional copies
are available from VALIC or you may contact your VALIC Regional Office at the
addresses shown in the back of this prospectus.
 
SUMMARY OF FUNDS
 
A brief summary of the investment objectives of each Mutual Fund is shown below.
In addition to the investment objectives, the change in an Account Value of an
assumed $10,000 investment in each of the Divisions is shown in both table and
graph form. This will reflect a deduction for separate account fees (mortality
and expense risk charges minus any applicable reimbursements) and underlying
fund charges. This will not reflect any deduction for account maintenance fees,
surrender charges and premium taxes. These charges would further reduce your
return. The Account Values shown are since the inception of the Division or the
last 10 fiscal years (except for the Putnam New Opportunities Division which
shows the Account Value since the inception date of the underlying Fund). For
more information about how these returns were calculated including a statement
of the charges reflected and tables showing historical performance information
see "How to Review Investment Performance of Separate Account Divisions" in this
prospectus.

VARIABLE ACCOUNT
OPTIONS -- investment
options that correspond
to Separate Account
Divisions offered by
Portfolio Director 2.
Investment returns on
Variable Account
Options may be positive
or negative depending on
the investment
performance of the
underlying Mutual Fund.
 
                                       10
<PAGE>   13
 
AGSPC
GROWTH FUND
(Division 15)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks to provide long-term growth of capital through investment primarily in
common stocks of U.S. growth companies engaged in service-related activities.
 
<TABLE>
<CAPTION>
Quarterly Value of a $10,000
  Stipulated Payment made
       April 29,1994             $ Value
- ----------------------------     -------
<S>                              <C>
          04/29/94               $10,000
          06/30/94                 9,527
          09/30/94                10,037
          12/31/94                10,018
          03/31/95                11,246
          06/30/95                12,241
          09/30/95                13,920
          12/31/95                14,667
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 29, 1994
 
                                   [CHART]
 
AGSPC
INTERNATIONAL GOVERNMENT
BOND FUND
(Division 13)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks high current income through investments primarily in high quality debt
securities issued or guaranteed by foreign governments.
 
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     October 1, 1991          $ Value
- -------------------------     -------
<S>                           <C>
         10/01/91             $10,000
         12/31/91              10,905
         12/31/92              11,128
         12/31/93              12,583
         12/31/94              13,014
         12/31/95              15,308
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE OCTOBER 1, 1991
 
                                   [CHART]
 
                                      11
<PAGE>   14
 
AGSPC
MONEY MARKET FUND
(Division 6)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks liquidity, protection of capital and current income through investments in
short-term money market instruments.
 
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
    January 16, 1986          $ Value
- -------------------------     -------
<S>                           <C>
         01/16/86             $10,000
         12/31/86              10,405
         12/31/87              10,873
         12/31/88              11,495
         12/31/89              12,406
         12/31/90              13,254
         12/31/91              13,849
         12/31/92              14,157
         12/31/93              14,393
         12/31/94              14,791
         12/31/95              15,458
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE JANUARY 16, 1986

                                   [CHART]
 
AGSPC
SCIENCE & TECHNOLOGY FUND
(Division 17)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks long-term growth of capital through investment primarily in the common
stocks and equity-related securities of companies that are expected to benefit
from the development, advancement and use of science and technology.
 
<TABLE>
<CAPTION>
  Quarterly Value of a
         $10,000
 Stipulated Payment made
     April 29, 1994           $ Value
- -------------------------     -------
<S>                           <C>
         04/29/94             $10,000
         06/30/94               9,457
         09/30/94              11,316
         12/31/94              12,477
         03/31/95              13,753
         06/30/95              16,805
         09/30/95              19,444
         12/31/95              19,972
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 29, 1994

                                   [CHART]
 
                                      12
<PAGE>   15
 
AGSPC
SOCIAL AWARENESS FUND
(Division 12)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks to obtain growth of capital through investment, primarily in common
stocks, in companies which meet the social criteria established for the Fund.
 
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     October 2, 1989          $ Value
- -------------------------     -------
<S>                           <C>
         10/02/89             $10,000
         12/31/89              10,100
         12/31/90               9,877
         12/31/91              12,506
         12/31/92              12,795
         12/31/93              13,670
         12/31/94              13,339
         12/31/95              18,351
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE OCTOBER 2, 1989

                                   [CHART]
 
AGSPC
STOCK INDEX FUND
(Division 10)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks long-term capital growth through investment in common stocks that, as a
group, are expected to provide investment results closely corresponding to the
performance of the Standard & Poor's 500 Stock Index(R)*.
 
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     April 20, 1987           $ Value
- -------------------------     -------
<S>                           <C>
         04/20/87             $10,000
         12/31/87               8,562
         12/31/88               9,687
         12/31/89              12,388
         12/31/90              11,790
         12/31/91              15,056
         12/31/92              15,897
         12/31/93              17,293
         12/31/94              17,241
         12/31/95              23,439
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 20, 1987
 
                                   [CHART]

 
 * "Standard & Poor's(R)", "S&P(R)" and "S&P 500(R)" are trademarks of Standard
   and Poor's ("S&P"). The Stock Index Fund is not sponsored, endorsed, sold or
   promoted by S&P and S&P makes no representation regarding the advisability of
   investing in this Fund.
 
                                       13
<PAGE>   16
 
FOUNDERS GROWTH FUND
(Division 30)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks long-term growth of capital. Fund invests primarily in common stocks of
well established, high-quality growth companies.
 
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     January 1, 1986          $ Value
- -------------------------     -------
<S>                           <C>
         01/01/86             $10,000
         12/31/86              11,852
         12/31/87              12,924
         12/31/88              13,411
         12/31/89              18,825
         12/31/90              16,665
         12/31/91              24,321
         12/31/92              25,102
         12/31/93              31,203
         12/31/94              29,863
         12/31/95              43,049
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE JANUARY 1, 1986

                                   [CHART]
 
NEUBERGER & BERMAN
GUARDIAN TRUST*
(Division 29)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks capital appreciation and, secondarily, current income. The Trust invests
primarily in a large number of common stocks of long-established, high quality
companies.
 
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     January 1, 1986          $ Value
- -------------------------     -------
<S>                           <C>
         01/01/86             $10,000
         12/31/86              11,079
         12/31/87              10,860
         12/31/88              13,775
         12/31/89              16,568
         12/31/90              15,635
         12/31/91              20,773
         12/31/92              24,486
         12/31/93              27,530
         12/31/94              27,670
         12/31/95              36,165
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE JANUARY 1, 1986

                                   [CHART]
 
 * The Trust started operating on August 3, 1993. It has identical investment
   objectives and policies and as part of a "master/feeder structure" invests in
   the same portfolio as Neuberger & Berman Guardian Fund ("Fund"), which is
   also managed by Neuberger & Berman Management Incorporated ("N&B
   Management"). N&B Management voluntarily bears certain expenses of the Trust
   so that its expense ratio per annum will not exceed the expense ratio per
   annum of the Fund by more than 0.10% of the Trust's average daily net assets,
   until December 31, 1996. The performance information for the Trust before
   August 3, 1993 is for the Fund and its predecessor, which had an inception
   date of June 1, 1950. For more information about the Trust's "master/feeder
   structure" see the Trust's prospectus.

                                      14
<PAGE>   17
 
PUTNAM GLOBAL GROWTH
FUND
(Division 28)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks capital appreciation. Current income is only an incidental consideration
in selecting investments for the Fund. The Fund is designed for investors
seeking above-average capital growth potential through a globally diversified
portfolio of common stocks. Dividend and interest income is only an incidental
consideration.
 
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     January 1, 1986          $ Value
- -------------------------     -------
<S>                           <C>
         01/01/86             $10,000
         12/31/86              13,642
         12/31/87              14,496
         12/31/88              15,648
         12/31/89              19,283
         12/31/90              17,334
         12/31/91              20,247
         12/31/92              20,093
         12/31/93              26,233
         12/31/94              25,750
         12/31/95              29,271
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE JANUARY 1, 1986
 

                                   [CHART]
 
PUTNAM NEW OPPORTUNITIES
FUND
(Division 26)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks long-term capital appreciation. Current income is only an incidental
consideration. The Fund invests principally in common stocks of companies in
sectors of the economy which the Fund's investment adviser believes possess
above-average long-term growth potential.
 
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     August 31, 1990          $ Value
- -------------------------     -------
<S>                           <C>
         08/31/90             $10,000
         12/31/90              11,041
         12/31/91              18,320
         12/31/92              22,785
         12/31/93              29,940
         12/31/94              30,625
         12/31/95              44,365
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE AUGUST 31, 1990
 

                                   [CHART]
 
                                      15
<PAGE>   18
 
PUTNAM OTC EMERGING
GROWTH FUND
(Division 27)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks capital appreciation. The Fund invests primarily in common stocks of
small- to medium-sized "emerging growth" companies traded in the
over-the-counter ("OTC") market. The Fund is designed for investors willing to
assume above-average risk in return for above average capital growth potential.
The Fund may trade securities for short-term profits.
 
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     January 1, 1986          $ Value
- -------------------------     -------
<S>                           <C>
         01/01/86             $10,000
         12/31/86              11,734
         12/31/87              12,167
         12/31/88              13,998
         12/31/89              17,875
         12/31/90              15,954
         12/31/91              22,251
         12/31/92              24,827
         12/31/93              32,465
         12/31/94              32,863
         12/31/95              50,755
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE JANUARY 1, 1986
 
                                   [CHART]
 
SCUDDER GROWTH AND
INCOME FUND
(Division 21)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks long-term growth of capital, current income and growth of income. The Fund
invests primarily in common stocks, preferred stocks, and securities convertible
into common stocks of companies which offer the prospect for growth of earnings
while paying current dividends.
 
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     January 1, 1986          $ Value
- -------------------------     -------
<S>                           <C>
         01/01/86             $10,000
         12/31/86              11,685
         12/31/87              11,944
         12/31/88              13,213
         12/31/89              16,492
         12/31/90              15,907
         12/31/91              20,138
         12/31/92              21,792
         12/31/93              24,881
         12/31/94              25,210
         12/31/95              32,668
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE JANUARY 1, 1986
 

                                   [CHART]
 
                                      16
<PAGE>   19
 
TEMPLETON FOREIGN FUND
(Division 32)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks long-term capital growth through a flexible policy of investing in stocks
and debt obligations of companies and governments outside the United States. Any
income realized will be incidental.
 
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     January 1, 1986          $ Value
- -------------------------     -------
<S>                           <C>
         01/01/86             $10,000
         12/31/86              12,754
         12/31/87              15,753
         12/31/88              19,031
         12/31/89              24,597
         12/31/90              23,625
         12/31/91              27,666
         12/31/92              27,421
         12/31/93              37,149
         12/31/94              36,918
         12/31/95              40,635
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE JANUARY 1, 1986
 
                                   [CHART]

 
TWENTIETH CENTURY ULTRA INVESTORS FUND
(Division 31)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks capital growth. The Fund invests primarily in common stocks that are
considered to have better-than-average prospects for appreciation.
 
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     January 1, 1986          $ Value
- -------------------------     -------
<S>                           <C>
         01/01/86             $10,000
         12/31/86              10,911
         12/31/87              11,519
         12/31/88              12,916
         12/31/89              17,501
         12/31/90              18,939
         12/31/91              34,940
         12/31/92              35,012
         12/31/93              42,204
         12/31/94              40,253
         12/31/95              54,839
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE JANUARY 1, 1986

                                   [CHART]
 
                                      17
<PAGE>   20
 
VANGUARD FIXED
INCOME SECURITIES
FUND -- LONG-TERM
CORPORATE PORTFOLIO
(Division 22)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks high level of current income consistent with the maintenance of principal
and liquidity. The Portfolio invests in a diversified portfolio of investment
grade corporate and government bonds.
 
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     January 1, 1986          $ Value
- -------------------------     -------
<S>                           <C>
         01/01/86             $10,000
         12/31/86              11,279
         12/31/87              11,162
         12/31/88              12,093
         12/31/89              13,757
         12/31/90              14,431
         12/31/91              17,233
         12/31/92              18,682
         12/31/93              21,126
         12/31/94              19,760
         12/31/95              24,672
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE JANUARY 1, 1986

                                   [CHART]
 
VANGUARD FIXED
INCOME SECURITIES
FUND -- LONG-TERM
U.S. TREASURY PORTFOLIO
(Division 23)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks high level of current income consistent with the maintenance of principal
and liquidity. The Portfolio invests at least 85% of its assets in long-term
securities backed by the full faith and credit of the U.S. Government. Also, at
least 65% of the Fund assets will be invested in U.S. Treasury bills, notes and
bonds.
 
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
      May 19, 1986            $ Value
- -------------------------     -------
<S>                           <C>
         05/19/86             $10,000
         12/31/86              10,639
         12/31/87              10,200
         12/31/88              10,996
         12/31/89              12,809
         12/31/90              13,382
         12/31/91              15,521
         12/31/92              16,466
         12/31/93              18,995
         12/31/94              17,442
         12/31/95              22,416
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                      STIPULATED PAYMENT MADE MAY 19, 1986
 
                                   [CHART]
 
                                      18
<PAGE>   21
 
VANGUARD/WELLINGTON FUND
(Division 25)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks conservation of principal, a reasonable income return, and profits without
undue risk.
 
This Fund seeks relative capital stability, a reasonable level of income, and
the potential for capital appreciation. By balancing its investments among
common stocks and bonds, the Fund is expected to provide lower investment risk
and share price volatility (and a lower return in the long run) than a mutual
fund which invests exclusively in common stocks.
 
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     January 1, 1986          $ Value
- -------------------------     -------
<S>                           <C>
         01/01/86             $10,000
         12/31/86              11,686
         12/31/87              11,805
         12/31/88              13,536
         12/31/89              16,259
         12/31/90              15,607
         12/31/91              19,061
         12/31/92              20,315
         12/31/93              22,777
         12/31/94              22,387
         12/31/95              29,395
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE JANUARY 1, 1986
 
                                   [CHART]
 
VANGUARD/WINDSOR II
(Division 24)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks to provide long-term growth of capital and income by investing primarily
in common stocks. The Fund's secondary objective is to provide current income.
 
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     January 1, 1986          $ Value
- -------------------------     -------
<S>                           <C>
         01/01/86             $10,000
         12/31/86              11,980
         12/31/87              11,579
         12/31/88              14,265
         12/31/89              18,010
         12/31/90              16,012
         12/31/91              20,353
         12/31/92              22,509
         12/31/93              25,256
         12/31/94              24,654
         12/31/95              33,811
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE JANUARY 1, 1986
 
                                   [CHART]
 
                                      19
<PAGE>   22
 
PURCHASE PERIOD

- --------------------------------------------------------------------------------
 
The Purchase Period begins when your first Purchase Payment is made and
continues until you begin your Payout Period. The Purchase Period can also end
when a Portfolio Director 2 account is surrendered before the Payout Period. The
amount, number, and frequency of your Purchase Payments is determined by the
retirement plan for which Portfolio Director 2 was purchased.
 
PURCHASE PAYMENTS
You may establish an account only through a VALIC representative. Initial
Purchase Payments must be received by VALIC either with, or before, a completed
application. Your employer is usually responsible for remitting Purchase
Payments to us. The employer is responsible for furnishing instructions to us (a
premium flow report) as to the amount being applied to your account.
Minimum initial and subsequent Purchase Payments are as follows:

- --------------------------------------------------
 
<TABLE>
<CAPTION>
                        Initial     Subsequent
    Contract Type       Payment      Payment
- ----------------------  -------     ----------
<S>                     <C>         <C>
Periodic Payment        $   30         $ 30
Single Payment          $1,000          -0-
</TABLE>
- --------------------------------------------------
 
Periodic Payment minimums apply to each Fixed Account Option or Variable Account
Option selected. The Single Payment minimum applies to each of your accounts.
 
Purchase Payments are received in VALIC's Home Office. When an initial Purchase
Payment accompanies an application, within 2 business days we will:
 
- - Accept the Application -- and issue a contract. We will also establish your
  account and apply your Purchase Payment by crediting the amount to the Fixed
  Account Option or Variable Account Option selected;
 
- - Reject the Application -- and return the Purchase Payment; or
 
- - Request Additional Information -- to correct or complete the application.
 
- - Initial Purchase Payments will be returned if we do not receive a correct and
  complete application within 5 business days unless the Contract Owner agrees
  otherwise.
 
PURCHASE UNITS
A Purchase Unit is a unit of interest owned by you in your Variable Account
Option. Purchase Units apply only to the Variable Account Options selected for
your account. Purchase Unit values are calculated at the close of regular
trading of the New York Stock Exchange (the "Exchange"), currently 4:00 p.m. New
York time (see Calculation of Purchase Unit Value below for more information.)
Purchase Units will be credited the same business day if Purchase Payments are
received by our Home Office before the close of the Exchange. If not, they will
be calculated and credited the next business day. Purchase Unit values will vary
depending on the net investment results of each of the Variable Account Options.
This means the value of your Variable Account Option will fluctuate.
 
CALCULATION OF PURCHASE UNIT VALUE
The Purchase Unit value for a Division is calculated as shown below:

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

Step 1: Calculate the gross investment rate:
 
  Gross Investment Rate
= (EQUALS)
  The Division's investment income
  and capital gains and losses
  (whether realized or unrealized) on
  that day from the assets
  attributable to the Division.
/ (DIVIDED BY)
  The value of the Division for
  the immediately preceding day on
  which the values are calculated.

We calculate the gross investment rate as of 4:00 p.m. New York time on each
business day when the New York Stock Exchange is open (except the Friday
following Thanksgiving, the Friday following Christmas if Christmas falls on a
Thursday and the Monday before Christmas if Christmas falls on a Tuesday.)

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

Step 2: Calculate net investment rate for any day as follows:
 
  Net Investment Rate
= (EQUALS)
  Gross Investment Rate
  (calculated in Step 1)
- - (MINUS)
  Separate Account charges and any
  income tax charges.
 
Step 3: Determine Purchase Unit Value for that day.
 
  Purchase Unit Value for that day.
= (EQUALS)
  Purchase Unit Value for immediate
  preceding day.
X (MULTIPLIED BY)
  Net Investment Rate (as calculated
  in Step 2) plus 1.00.

PURCHASE PAYMENTS -- an
amount of money you pay to
VALIC to receive the benefits
of an annuity Contract offered
by Portfolio Director 2.

For more information as to
how PURCHASE UNIT VALUES
are calculated, see the
Statement of Additional
Information.

                                      20
<PAGE>   23
 
- --------------------------------------------------------------------------------
 
CHOOSING INVESTMENT OPTIONS
There are 20 investment options offered in Portfolio Director 2. This includes 2
Fixed Account Options and 18 Variable Account Options. Unless provided
otherwise, you
may select and combine up to 7 of the 20 options. The Funds that underlie the
Variable Account Options are registered as investment companies under and are
subject to regulation of the Investment Company Act of 1940 (the Act). The Fixed
Account Options are not subject to regulation under the Act and are not required
to be registered under the Securities Act of 1933. As a result, the SEC has not
reviewed data in this prospectus that relates to the Fixed Account Options.
However, federal securities law does require such data to be accurate and
complete.
 
FIXED ACCOUNT OPTIONS
Each of the Fixed Account Options are part of the Company's general assets. You
may allocate all or a portion of your Purchase Payment to the Fixed Account
Options listed in "Profile of Portfolio Director 2 Contract" appearing in this
prospectus. Purchase Payments you allocate to these Fixed Account Options are
guaranteed to earn at least a minimum rate of interest. Interest is paid on each
of the Fixed Account Options at declared rates, which may be different for each
option. We bear the entire investment risk for the Fixed Account Option. All
Purchase Payments and interest earned on such amounts in your Fixed Account
Option will be paid regardless of the investment results experienced by the
Company's general assets.

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

Here is how you may calculate the value of your Fixed Account Option during the
Purchase Period:
 
  Value of Your Fixed
  Account Options
= (EQUALS)
  All Purchase Payments made to the
  Fixed Account Options
+ (PLUS)
  Amounts transferred from Variable
  Account Options to the Fixed
  Account Options
+ (PLUS)
  All interest earned
- - (MINUS)
  Amounts transferred or withdrawn
  from Fixed Account Options
  (including applicable fees and
  charges)
 
VARIABLE ACCOUNT OPTIONS
You may allocate all or a portion of your Purchase Payments to the Variable
Account Options listed in this prospectus. A complete discussion of each of the
Variable Account Options may be found in the "Variable Account Options" section
in this prospectus. Based upon a Variable Account Option's Purchase Unit Value
your account will be credited with the applicable number of Purchase Units. The
Purchase Unit Value of each Variable Account Option will change daily depending
upon the investment performance of the underlying fund (which may be positive or
negative) and the deduction of VALIC Separate Account A charges. See the "Fees
and Charges" section in this prospectus. Because Purchase Unit Values change
daily, the number of Purchase Units your account will be credited with for
subsequent Purchase Payments will vary. Each Variable Account Option bears its
own investment risk. Therefore, the value of your account may be worth more or
less at retirement or withdrawal.

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

Here is how to calculate the value of each Variable Account Option in your
account during the Purchase Period:
 
  Value of Your Variable Account Option
= (EQUALS)
  Total Number of Purchase Units
X (MULTIPLIED BY)
  Current Purchase Unit Value

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

STOPPING PURCHASE PAYMENTS

Purchase Payments may be stopped at any time. Purchase Payments may be resumed
at any time before your Portfolio Director 2 account has been surrendered. While
no Purchase Payments are being made, the number of Purchase Units outstanding
will remain the same. (This is assuming no transfers or withdrawals are made.)
The value of the Purchase Units will continue to vary. Your Account Value will
continue to be subject to charges.
 
If your Account Value falls below $300, and you do not make any Purchase
Payments for two years from the date we established your account, we may close
the account and pay the Account Value (less any surrender charge) to you.
 
PURCHASE UNIT -- a
measuring unit used to
calculate your Account
Value during the Purchase
Period. The value of a 
Purchase Unit will vary 
with the investment
experience of the
Separate Account Division 
you have selected.
 
                                       21
<PAGE>   24
 
TRANSFERS BETWEEN INVESTMENT OPTIONS

- -------------------------------------------------------------------------------
 
You may transfer all or part of your Account Value between the various Fixed
Account and Variable Account Options in Portfolio Director 2 without a charge.
Transfer instructions may be made either in writing or by telephone as discussed
below. Transfers may be made during the Purchase Period or during the Payout
Period. We reserve the right to limit transfers as discussed below. Your
employer's plan may also limit your rights to transfer.
DURING THE PURCHASE PERIOD
During the Purchase Period, transfers may be made between Portfolio Director 2's
Fixed Account Options and Variable Account Options.
 
We currently permit transfers between Variable Account Options or from Variable
Account Options to Fixed Account Options, at any time. We may, however, limit
the number of transfers you can make.
 
Transfers are also permitted from the Fixed Account Options subject to the
following limitations:
- -------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
       FIXED                                               OTHER
  ACCOUNT OPTION         VALUE        FREQUENCY        RESTRICTIONS
- -------------------  --------------  ------------  ---------------------
<S>                  <C>             <C>           <C>
Fixed Account
 Plus:               Up to 20% per   At any time   None (1)
                     contract year
                          100%       At any time   If Account Value is
                                                   less than or equal
                                                   to $500
Short-Term Fixed
 Account:              Up to 100%    At any time   90-day Holding Period
                                                   If transfer was
                                                   previously made into
                                                   Short-Term Fixed
                                                   Account.(2)
</TABLE>
 
- ---------------
(1) Your employer may further limit or expand the restrictions. We may charge
    for those modified restrictions if specified in your employer's retirement
    plan.
(2) VALIC may change this holding period at any time in the future, but it will
    never be more than 180 days.

DURING THE PAYOUT PERIOD
During the Payout Period, transfers may be made between Portfolio Director 2's
investment options subject to the following limitations:
- -------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                     % OF ACCOUNT
                         ------------------------------------       OTHER
   ACCOUNT OPTION           VALUE             FREQUENCY          RESTRICTIONS
- ---------------------    ------------    --------------------    ------------
<S>                      <C>             <C>                     <C>
Variable:                 Up to 100%     Once every 365 days         None
Combination Fixed
 and Variable Payout:     Up to 100%     Once every 365 days         None
                         of money in
                           variable
                            option
                            payout
Fixed:                       Not                  --                  --
                          permitted
</TABLE>
 
COMMUNICATING TRANSFER OR
REALLOCATION INSTRUCTIONS
A written instruction to transfer or reallocate all or part of your Account
Value between the various investment options in Portfolio Director, should be
sent to VALIC's Home Office.
 
Instructions for transfers or reallocations may be made by calling
1-800-621-7792. Telephone transfers will be allowed unless we have been notified
not to accept such telephone instructions. In this event, we must receive
written instructions, in order to permit future telephone transfers to be made.
Before a transfer will be made by telephone, you must give us the requested
identifying information concerning your account(s).
 
Unless we have been instructed not to accept requests for telephone transfers,
anyone may effect a telephone transfer if they furnish the requested
information. You will bear any loss resulting from such instructions, whether
the caller was specifically authorized by you or not.
 
No one that we employ or that represents VALIC may give telephone instructions
on your behalf without VALIC's prior written permission. (This does not apply to
a contract with the immediate family of an employee or representative of VALIC).
 
We will send you a confirmation of the completed transfer within 5 days from the
date of your instruction. When you receive your confirmation, it is your duty to
verify the information shown, and advise us of any errors within one business
day.
 
You will bear the risk of loss arising from instructions received by telephone.
We are not responsible for the authenticity of such instructions. Any telephone
instructions which we reasonably believe to be genuine will be your
responsibility. This includes losses from errors in communication. Telephone
transfer instruction may not be made during the Payout Period. We reserve the
right to stop telephone transfers at any time.
 
EFFECTIVE DATE OF TRANSFER
The effective date of a transfer will be:
 
- - The date of receipt, if received in our Home Office before the close of
  regular trading of the New York Stock Exchange on a day values are calculated;
  (Normally, this will be 4:00 P.M. New York time); otherwise
 
- - The next date values are calculated.

ACCOUNT VALUE -- the total
sum of your Fixed Account
and/or Variable Account
Options that have not yet
been applied to your Payout
Payments.

PURCHASE PERIOD -- the time
between your first Purchase
Payment and your Payout
Period (or surrender).

HOME OFFICE -- Our
principal office at 2929 Allen
Parkway, Houston, Texas
77019.

PAYOUT PERIOD -- the time
that starts when you begin to
withdraw your money in a
steady stream of payments.

                                      22
<PAGE>   25
 
FEES AND CHARGES
- --------------------------------------------------------------------------------
 
By investing in Portfolio Director 2, you may be subject to six basic types of
fees and charges:
 
- - Account Maintenance Fee
- - Surrender Charges
- - Premium Tax Charge
- - Separate Account Charges
- - Fund Annual Expense Charge
- - Other Tax Charges
 
These fees and charges are explained below. For additional information about
these fees and charges, see the Fee Table in this prospectus.
 
ACCOUNT MAINTENANCE FEE
 
An account maintenance fee of $3.75 will be deducted on the last day of each
calendar quarter if any of your money is invested in the Variable Account
Options. We will sell Purchase Units from your Account to pay the account
maintenance fee. If you invest only in Fixed Account Options during a calendar
quarter, this fee will not apply. If all your money in a Variable Account Option
is withdrawn, or transferred to a Fixed Account Option, the fee will be deducted
at that time. The fee will be assessed equally among the Variable Account
Options that make up your Account Value.
 
The account maintenance fee is to reimburse the Company for our administrative
expenses for providing Variable Account Options. This includes the expense for
establishing and maintaining the record keeping for the Variable Account
Options. We do not expect that the amount of fees we receive will be greater
than our expenses.
 
The amount of the account maintenance fee may be reduced or waived if Portfolio
Director 2 is issued to certain types of plans which are expected to result in
lower costs to VALIC. To learn more about how we determine if account
maintenance fees may be reduced or waived, see the "Reduction or Waiver of
Account Maintenance Fee or Surrender Charges" section in this prospectus. If you
have two or more accounts established under the same group contract, we may
agree to deduct an account maintenance fee from only one account.
 
SURRENDER CHARGES
 
When you withdraw money from your account, you may be subject to a surrender
charge. For information about your right to surrender, see "Surrender of Account
Value" in this prospectus.
 
It is assumed that the most recent Purchase Payments are withdrawn first. No
surrender charge will be applied unless an amount is
 
actually withdrawn. We consider all Purchase Payments to be withdrawn before
earnings are withdrawn.
 
Amounts exchanged from other contracts issued by the Company may or may not be
subject to a surrender charge. After exchange, it is assumed that any new
Purchase Payments are withdrawn before the exchanged amount. For more
information, see "Exchange Privilege" in the Statement of Additional
Information.
 
AMOUNT OF SURRENDER CHARGES
 
A surrender charge may not be greater than:
 
- - Five percent (5%) of the amount of all Purchase Payments received during the
  past 60 months; or
 
- - Five percent (5%) of the amount withdrawn.
 
10% FREE WITHDRAWAL
 
In any Participant Year, up to 10% of the Account Value may be withdrawn without
a surrender charge. The surrender charge will apply to any amount withdrawn that
exceeds this 10% limit. The percentage withdrawn will be determined by dividing
the amount withdrawn by the Account Value just prior to the withdrawal. If more
than one withdrawal is made during a Participant Year, each percentage will be
added to determine at what point the 10% limit has been reached.
These 10% withdrawals without charge do not reduce Purchase Payments for the
purpose of computing the surrender charge. If a surrender charge is applied to
all or part of a Purchase Payment, no surrender charge will be applied to such
Purchase Payment (or portion thereof) again.
 
EXCEPTIONS TO SURRENDER CHARGES
 
No surrender charge will be applied:
 
- - To money applied to provide a Payout Option;
 
- - To death benefits;
 
- - If no Purchase Payments have been received during the 60 months prior to the
  date of surrender;
 
- - If your account has been in effect for 15 years or longer;
 
- - If your account has been in effect for 5 years or longer, and you have
  attained age 59 1/2;
 
- - To "No Charge Systematic Withdrawals";
 
- - Under certain contracts, to withdrawals under the No Charge Minimum
  Distribution provisions;

                                                PARTICIPANT YEAR -- the first
                                                twelve month period and then
                                                each yearly anniversary of 
                                                that period following the
                                                issue date of the contract or
                                                certificate.


                                      23
<PAGE>   26
 
- --------------------------------------------------------------------------------
 
- - If you have become totally and permanently disabled, defined as follows: You
  are unable, due to mental or physical impairment, to perform the material and
  substantial duties of any occupation for which you are suited by means of
  education, training or experience; the impairment must have been in existence
  for more than 180 days; the impairment must be expected to result in death or
  be long-standing and indefinite and proof of disability must be evidenced by a
  certified copy of a Social Security Administration determination or a doctor's
  verification; and
 
- - If you are at least 55 years old, are no longer employed by the employer that
  established the plan, and your account under the plan was established at least
  5 years prior to the date of surrender.
 
The surrender charges may be reduced or waived if Portfolio Director 2 is issued
to certain types of plans which are expected to result in lower costs to VALIC.
To learn more about how we determine if surrender charges may be reduced or
waived, see the "Reduction or Waiver of Account Maintenance Fee or Surrender
Charges" section in this prospectus.
 
PREMIUM TAX CHARGE
 
Taxes on Purchase Payments are imposed by some states, cities, and towns. The
rate will range from zero to 3%.
 
If the law of a state, city, or town requires premium taxes to be paid when
Purchase Payments are made, we will, of course, comply. Otherwise, such tax will
be deducted from the Payout Value when annuity payments are to begin.
 
If we deduct an amount for premium taxes, but later find the tax was not due, we
will:
 
- - Adjust the amount deducted in error to reflect investment experience from the
  date of the deduction to the date we determined the tax was not due; and
 
- - Apply the excess amount, as adjusted, to increase the number of Pay-in or
  Payout Units.
 
SEPARATE ACCOUNT CHARGES
 
There will be a mortality and expense risk charge applied to VALIC Separate
Account A. This is a daily charge at an annualized rate of 1% to 1.25% on the
average daily net asset value of VALIC Separate Account A. The exact rate
depends on the Variable Account Option selected. This charge is guaranteed and
cannot be increased by the Company. The mortality and expense risk charge is to
compensate the Company for assuming mortality and expense risks under Portfolio
Director. The mortality risk that the Company assumes is the obligation to
provide payments during the Payout Period for your life no matter how long that
might be. In addition, the Company assumes the obligation to pay during the
Purchase Period an interest guaranteed death benefit. For more information about
the interest guaranteed death benefit see the "Death Benefit" section of this
prospectus. The expense risk is our obligation to cover the cost of issuing and
administering Portfolio Director 2, no matter how large the cost may be.
 
The Company may make a profit on the mortality and expense risk charge. For more
information about the mortality and expense risk charge, see the Fee Table in
this prospectus.
 
FUND ANNUAL EXPENSE CHARGE
 
Investment management charges based on a percentage of each Fund's average daily
net assets are payable by each Fund. Depending on the Variable Account Option
selected, the charges will be paid by each Fund to its investment adviser. These
charges and other Fund charges and expenses are fully described in the
prospectuses for the Funds. These charges indirectly cost you because they lower
your return.
 
OTHER TAX CHARGES
 
We reserve the right to charge for certain taxes (other than premium taxes) that
we may have to pay. This could include federal income taxes. Currently, no such
charges are being made.
 
REDUCTION OR WAIVER OF ACCOUNT
MAINTENANCE FEE OR SURRENDER
CHARGES
 
We may, as described below, determine that the account maintenance fee or the
amount of surrender charges for Portfolio Director 2 may be reduced or waived.
We may reduce or waive these fees and charges if we determine that your
retirement program will allow us to reduce or eliminate administrative or sales
expenses that we usually incur for retirement programs. There are a number of
factors we will review in determining whether your retirement program will allow
us to reduce or eliminate these administrative or sales expenses. In no event
will the reduction or waiver of fees and charges be permitted where the
reduction or waiver will unfairly discriminate against any person.
 
                                       24
<PAGE>   27
 
- --------------------------------------------------------------------------------
 
To determine whether we can reduce or waive account maintenance fees, we review
the following factors:
 
  - The type of retirement program.
 
    Certain types of retirement programs because of their stability can result
    in lower administrative costs.
 
  - The nature of your retirement program.
 
    Certain types of retirement programs, due to the types of employees who
    participate, experience fewer account surrenders thus reducing
    administrative costs.
 
  - The frequency of Purchase Payments for your retirement program
 
    Purchase Payments received no more than once a year can reduce
    administrative costs.
 
  - The administrative tasks performed by your employer for your retirement
    program.
 
    The employer sponsoring your retirement program can, through their method
    of remitting Purchase Payments, reduce administrative costs.
 
  - Other factors of which we are not presently aware which could reduce
    administrative costs.
 
To determine whether we can reduce or waive surrender charges, we review the
following factors:
 
  - The size of your retirement program.
 
    A retirement program which involves a larger group of employees may allow
    us to reduce sales expenses.
 
  - The total amount of Purchase Payments to be received for your retirement
    program.
 
    Larger Purchase Payments can reduce sales expenses.
 
  - The nature of your retirement program.
 
    Certain types of retirement programs, due to the type of employees who
    participate, experience fewer account surrenders thus reducing sales
    expense.
 
  - The type of your retirement program.
 
    Certain types of retirement programs because of their stability can result
    in lower sales expenses.
 
  - The use of mass enrollment or related administrative tasks performed by your
    employer for your retirement program.
 
  - Other factors of which we are not presently aware which could reduce sales
    expenses.
 
SEPARATE ACCOUNT EXPENSE
REIMBURSEMENT

Some of the Mutual Funds or their affiliates may have an agreement with the
Company to pay the Company for certain administrative and shareholder services
it provides to the underlying Fund. The Company will reduce its charges to the
Division investing in that Fund by the full amount of any of these payments it
receives. See the Fee Table in this prospectus for an identification of those
Funds for which a reimbursement applies.
 
                                       25
<PAGE>   28
 
PAYOUT PERIOD
- --------------------------------------------------------------------------------
 
The Payout Period (Annuity Period) begins when you decide to retire or otherwise
withdraw your money in a steady stream of payments. If your employer's plan
permits, you may apply any portion of your Account Value to one of the types of
Payout Options listed below. You may choose to have your Payout Option on either
a fixed, a variable, or a combination payout basis. When you choose to have your
Payout Option on a variable basis, you may keep the same Variable Account
Options in which your Purchase Payments were made, or transfer to different
ones.
 
FIXED PAYOUT
Under Fixed Payout, you will receive payments from the Company. These payments
are fixed and guaranteed by the Company. The amount of these payments will
depend on:
 
  - Type and duration of Payout Option chosen;
 
  - Your age or your age and the age of your survivor (1);
 
  - Your sex or your sex and the sex of your survivor (1) (IRA's and certain
    nonqualified contracts);
 
  - The portion of your Account Value being applied; and
 
  - The payout rate being applied and the frequency of the payments.
 
     (1) This applies only to joint and survivor payouts.
 
If the benefit would be greater, the amount of your payments will be based on
the current payout rate the Company uses for immediate annuity contracts.
 
VARIABLE PAYOUT
With a Variable Payout, you may select up to 7 Variable Account Options. Your
payments will vary accordingly. This is due to the varying investment results
that will be experienced by each of the Variable Account Options you selected.
The Payout Unit Value is calculated just like the Purchase Unit Value for each
Variable Account Option except that the Payout Unit Value includes a factor for
the Assumed Investment Rate you select. For additional information on how Payout
Payments and Payout Unit Values are calculated, see the Statement of Additional
Information.
 
In determining your first Payout Payment, an Assumed Investment Rate of 3 1/2%
is used (unless you select a higher rate.) If the net investment experience of
the Variable Account Option exceeds your Assumed Investment Rate, your next
payment will be greater than your first payment. If the investment
experience of the Variable Account Option is lower than your Assumed Investment
Rate, your next payment will be less than your first payment.
 
COMBINATION FIXED AND VARIABLE
PAYOUT
With a Combination Fixed and Variable Payout, you may choose:
 
  - Up to 6 Variable Account Options (payments will vary); with a
 
  - Fixed Payout (payment is fixed and guaranteed).
 
PAYOUT DATE
The Payout Date is the date elected by you on which your payout (annuity)
payments will start. The date elected must be the first of any month provided 30
days advance notice has been given to VALIC. Your account will be valued ten
days prior to the end of the month preceding the Payout Date. A request to start
payments must be sent to our Home Office on a form approved by VALIC. Generally,
for qualified contracts, the Payout Date may begin when you attain age 59 1/2 or
separate from service, but must begin no later than April 1 following the
calendar year you reach age 70 1/2. For nonqualified contracts, the Payout Date
may begin at any time prior to your 85th birthday. For additional information on
the minimum distribution rules that apply to payments under 403(b), 401, 403(a)
and 457 plans or simplified employee plans ("SEPs"), see "Federal Tax Matters"
in this prospectus and in the Statement of Additional Information.
 
PAYOUT OPTIONS
You may specify the manner in which your Payout Payments are made. You may
select one of the following options:

  - LIFE ONLY -- payments are made only to you during your lifetime. Under this
    option there is no provision for a death benefit for the beneficiary. For
    example, it would be possible under this option for the Annuitant to receive
    only one payout payment if he died prior to the date of the second payment,
    two if he died before the third payment.

  - LIFE WITH GUARANTEED PERIOD -- payments are made to you during your
    lifetime; but if you die before the guaranteed period has expired, your
    beneficiary will receive payments for the rest of your guaranteed period.
 
  - LIFE WITH CASH OR UNIT REFUND -- payments are made to you during your
    lifetime. Upon your death, your beneficiary will receive a lump sum
 
PAYOUT UNIT -- a measuring
unit used to calculate Payout
Payments from your Variable
Account Option. Payout Unit
values will vary with the
investment experience of the
VALIC Separate Account A
Division you have selected.


ASSUMED INVESTMENT
RATE -- the rate used to
determine your first monthly
Payout Payment per
thousand dollars of Account
Value in your Variable
Account Option(s).


                                      26
<PAGE>   29
 
- --------------------------------------------------------------------------------
 
    payment equal to the remaining Annuity Value.
 
  - JOINT AND SURVIVOR LIFE -- payments are made to you during the joint
    lifetime of you and your beneficiary. Upon the death of one, payments
    continue during the lifetime of the survivor. This option is designed
    primarily for couples who require maximum possible variable payouts during
    their joint lives and are not concerned with providing for beneficiaries at
    death of the last survivor. For example, it would be possible under this
    option for the Joint Annuitants to receive only one payment if both
    Annuitants died prior to the date of the second payment, or for the Joint
    Annuitants to receive only one payment and the surviving Annuitant to
    receive only one payment if one Annuitant died prior to the date of the
    second payment and the surviving Annuitant dies prior to the date of the
    third payment.
 
  - PAYMENT FOR A DESIGNATED PERIOD -- payments are made to you for a select
    number of years between five and thirty. Upon your death, payments will
    continue to your beneficiary until the designated period is completed.
 
ENHANCEMENTS TO PAYOUT OPTIONS
You may be able to select enhancements to the Payout Options described above.
These enhancements include partial annuitization, flexible payments of varying
amounts and inflation protection payments. Additionally, certain options may be
available with a one to twenty year guaranteed period. Additionally, certain
options may be available with a one to twenty year guaranteed period. The Joint
and Survivor Life Option may be available with a one to twenty year guaranteed
period option. Not all of the enhancements are available under each option.
        
PAYOUT INFORMATION
Once your Payout Payments have begun, the option you have chosen may not be
stopped or changed. Any one of the Variable Account Options may result in your
receiving unequal payments during your life expectancy. If payments begin before
age 59 1/2, you may suffer unfavorable tax consequences if you do not meet an
exception to federal tax law. See "Federal Tax Matters" in this prospectus.
 
Your Payment Option should be selected at least 30 days before your Payout Date.
If such selection is not made:
 
  - payments will be made under the Life with Guaranteed Period Option, and
 
  - the payments will be guaranteed for a 10 year period, and
 
  - the payments will be based on the allocation used for your Purchase Payments
 
  - Fixed Account Option will be used to distribute payments to you on a Fixed
    Payout basis
 
  - Variable Account Options will be used to distribute payments to you on a
    Variable Payout basis.
 
Your first Payout Payment must total at least $25.
 
Most Payout Payments are made monthly. If the amount of your payment is less
than $25, we reserve the right to reduce the number of payments made each year
so each of your payments are at least $25.
 
                                                For more information about
                                                PAYOUT OPTIONS OR
                                                ENHANCEMENTS
                                                of those Payout Options
                                                available under the
                                                Contract, see the "Statement 
                                                of Additional Information".

                                      27
<PAGE>   30
 
SURRENDER OF ACCOUNT VALUE

- -------------------------------------------------------------------------------
 
WHEN SURRENDERS ARE ALLOWED. You may withdraw all or part of your Account Value
at any time before the Payout Period begins if:
 
  - allowed under federal and state law; and
 
  - allowed under your employer's plan.
 
For an explanation of charges that may apply if you surrender your Account
Value, see "Fees and Charges" in this prospectus.
 
AMOUNT THAT MAY BE SURRENDERED. The amount that may be surrendered at any time
can be determined as follows:
- --------------------------------------------------
<TABLE>                    
<S>            <C>               <C>
 Allowed                         Your Account     
Surrender      = (EQUALS)        Value(1)         
  Value                          - (MINUS)                     
                                 Any Applicable   
                                 Surrender Charge 
</TABLE>
 
  1: Equals the Account Value next computed after your properly completed
     request for surrender is received in our Home Office.
 
- -------------------------------------------------------------------------------

There is no guarantee that the Surrender Value in a Variable Account Option will
ever equal or exceed the total amount of your Purchase Payments received by us.
 
We will mail to you the Surrender Value within 7 calendar days after we receive
your properly completed surrender request at our Home Office. However, we may be
required to suspend or postpone payments if redemption of an underlying Fund's
shares have been suspended or postponed. See "Offering, Purchase and Redemption
of Fund Shares" in the Series Company Statement of Additional Information. See
your current Fund(s)' prospectuses for a discussion of the reasons why the
redemption of shares may be suspended or postponed.
 
We may receive a surrender for a Purchase Payment which has not cleared the
banking system. We may delay payment of that portion of your Surrender Value
until the check clears. The rest of the Surrender Value will be processed as
usual.
 
SURRENDER RESTRICTIONS
Under the TEXAS STATE OPTIONAL RETIREMENT PROGRAM, and in many Section 403(b)
contracts, no surrender or partial surrender will be allowed except for
termination of employment, retirement or death.
 
Under the FLORIDA STATE OPTIONAL RETIREMENT PROGRAM, no surrender or partial
surrender of Purchase Payments made by the employer will be allowed except for
termination of employment, retirement or death. Benefit payments based on
payments from the employer may not be paid in a lump sum or for a period
certain, but must be paid under a life contingency option, except for:
 
  - death benefits; and
 
  - certain small amounts approved by the State of Florida.
 
PARTIAL SURRENDERS
You may request a partial surrender of your Account Value at any time. A partial
surrender plus any surrender charge will reduce your Account Value. The
reduction in your Account Value will be allocated proportionally through all of
your investment options unless specific investment options have been stated on
your request.
 
The reduction in the number of Purchase Units credited to your Variable Account
Option Account Value will equal:

- -------------------------------------------------------------------------------
 
<TABLE>
<S>                <C>              <C>
   The amount                        Your Purchase
   surrendered                        Units next
from the Variable                   computed after
 Account Option                       the written
    + (PLUS)       / (DIVIDED BY)     request for
  Any Surrender                      surrender is
     Charge                         received at our
                                     Home Office.
</TABLE>
 
The Surrender Value will be reduced by a full quarterly account maintenance fee
charged in the case of a full surrender during a quarter.
 
SYSTEMATIC WITHDRAWALS. You may elect to withdraw all or part of your Account
Value under a systematic withdrawal method described in your annuity contract
offered by Portfolio Director 2. There will be no surrender charge for
withdrawals using this method, which provides for:
 
  - Payments to be made to you
 
  - Payment over a stated period of time (but not less than five years);
 
  - Payment of a stated yearly dollar amount or percentage (the amount or
    percentage may not exceed 20% of your Account Value at the time election is
    made);
 
We may require a minimum withdrawal amount under this method. The portion of
your account that has not been withdrawn will continue to receive the investment
return of the Variable Account Options which you selected. A systematic
withdrawal election may not be changed but can be revoked at no charge. Once
revoked, a systematic withdrawal may not be elected again. No more than one
systematic withdrawal election may be in effect at any one time. We reserve the
right to discontinue any or all systematic withdrawals or to change its terms,
at any time.
 
                                       28
<PAGE>   31
 
- --------------------------------------------------------------------------------
 
DISTRIBUTIONS REQUIRED BY FEDERAL TAX LAW. There will be no surrender charge on
a minimum distribution required by federal tax law (known as No Charge Minimum
Distribution), if the withdrawal:
 
  - Is made payable to you; and
 
  - Does not exceed the amount required under federal tax law as determined by
    the values in your Portfolio Director 2 Contract and VALIC.
 
This contract feature will not be available in any year that an amount has been
withdrawn under the no charge systematic withdrawal method. See "Federal Tax
Matters" in this prospectus and in the Statement of Additional Information for
more information about required distributions imposed by tax law.
 
For an explanation of possible adverse tax consequences of a surrender, see
"Federal Tax Matters" in this prospectus.
 
                                       29
<PAGE>   32
 
EXCHANGE PRIVILEGE
- --------------------------------------------------------------------------------
 
We issue other fixed and/or variable annuity contracts (other contracts) in
addition to Portfolio Director 2. These other contracts are listed below. We
will allow you, under certain conditions, to exchange from one of these other
contracts to Portfolio Director 2. This exchange privilege will be available
only to other contracts for which we have not yet started making payments under
a Payout Option. If you elect to exercise one of these exchange offers, you
should contact any of our Regional Offices at the addresses shown in the back of
this prospectus.
 
RESTRICTIONS ON EXCHANGE PRIVILEGE
 
We will impose certain general restrictions and rules on the exchange
privileges.
 
  - Partial exchanges are not permitted.
 
  - Exchanges from Portfolio Director 2 to other contract forms are not
    permitted (Exchanges between Portfolio Director and Portfolio Director 2 are
    permitted).
 
  - This exchange privilege is only available for those other contracts listed
    below.
 
Additionally, if you have your money in a fixed account of one of the below
listed other contracts, you must exchange directly into the Fixed Account
Options of Portfolio Director 2. You will be subject to all of the rules that
apply to the Fixed Account Options in Portfolio Director 2. For example, you
will be subject to the rules concerning transfers among investment options as
stated in the Transfers Between Investment Options section in this prospectus.
We may, at our option, waive any transfer restrictions for a stated period of
time. If we waive these transfer restrictions, you will be allowed to exchange
to any investment option available in Portfolio Director 2.
 
WE RESERVE THE RIGHT TO TERMINATE, MODIFY OR SUSPEND THESE EXCHANGE PRIVILEGES
AT ANY TIME.
 
TAXES AND CONVERSION COSTS
 
We will impose no fee or charge for these exchanges. Please read the "Federal
Tax Matters" section in this prospectus for information about the federal income
tax treatment of Portfolio Director 2.
 
SURRENDER CHARGES
 
We will generally not impose nor waive existing surrender charges as a result of
your electing to exchange from one of the other contracts.
 
For purposes of determining surrender charges, we often consider time in the
contract. For SPQ181 and SPQ181-1 Contracts, the contract date for determining
surrender charges under Portfolio Director 2 will be the SPQ181 and SPQ181-1
contract date plus one year. For example, if you have an SPQ181 contract with a
contract date of January 1, 1993, upon exchange into Portfolio Director 2, the
contract date for surrender charges purposes becomes January 1, 1994.
 
For any other contract, the contract date for determining surrender charges
under Portfolio Director 2 will be the same date as the other contract, but no
earlier than January 1, 1982. (The effect of this is to potentially shorten the
charge period for Purchase Payments subsequently made to Portfolio Director 2.)
 
If there is no surrender charge on assets within another contract, we will not
impose charges on those assets as a result of an exchange. If surrender charges
are to be based on Purchase Payments within a contract, we will consider
purchase payments in the other contract to have been transferred to Portfolio
Director 2 for purposes of calculating the surrender charge. The effective dates
of these Purchase Payments will also be retained for surrender charge purposes.
 
The Portfolio Director 2 surrender charge is calculated assuming the most recent
Purchase Payments are removed first. This policy may cause exchanged funds to be
accessible only after charges are imposed.
 
EXCHANGE OFFERS FOR CONTRACTS OTHER THAN
PORTFOLIO DIRECTOR
 
The following other contracts may be exchanged.
 
  - V-Plan Contracts (IFA-582 and GFA-582 Contracts)
 
  - Compounder Contracts (C-1-75 and IFA-78 Contracts)
 
  - Independence Plus Contracts (UIT-585 and UITG-585 Contracts)
 
  - Impact Contracts (UIT-981 Contracts)
 
  - SA-1 or SA-2 (GUP-64, GUP-74 and GTS-VA Contracts)
 
  - FSPA-75, FSPA-73-3, FSPA-779 Contracts
 
  - SPQ181, SPQ181-1 Contracts
 
  - CTA 978 Contract
 
  - TFA-379 Contract
 
  - SDA-578, SDA-773-T Contract
 
  - IRA-579 Contracts
 
Portfolio Director 2 will have the same Account Value (called Accumulation Value
in the other contracts) as the other contracts.
 
                                       30
<PAGE>   33
 
- ------------------------------------------------------------
 
EXCHANGE OFFER FOR PORTFOLIO DIRECTOR AND PORTFOLIO DIRECTOR 2
 
Subject to the restrictions stated below and the general restrictions on
exchange privileges stated above you may exchange from Portfolio
Director to Portfolio Director 2. Additionally you may exchange from Portfolio
Director 2 to Portfolio Director. Once you have exchanged from Portfolio
Director to Portfolio Director 2 or from Portfolio Director 2 to Portfolio
Director you must wait 120 days before making another exchange between Portfolio
Director and Portfolio Director 2.
 
Both Portfolio Director and Portfolio Director 2 are available to qualified
contracts and certain non-qualified contracts. Portfolio Director 2 is not
available to non-qualified contracts issued to individuals. Please read the
"Federal Tax Matters" in this prospectus for information about the federal
income tax treatment of Portfolio Director 2.
 
COMPARISON OF CONTRACTS
 
You should carefully compare the features, charges and restrictions of the other
contracts to those of Portfolio Director 2. A more detailed comparison of the
features, charges, and restriction between each above listed other contract and
Portfolio Director 2 is provided in the Statement of Additional Information.
Portfolio Director and Portfolio Director 2 contain the same provisions except
as to available Variable Account Options and certain Separate Account Expense
Reimbursements. See "Fees and Changes" in this prospectus.
 
For the V-Plan and Compounder Contract you should refer to the terms of the
contract or certificate. For the other contracts please refer to its most
recently dated prospectus for a complete description of the contract terms and
conditions. Those prospectuses are incorporated herein by reference. If you want
an additional copy of any of these prospectuses or Statements of Additional
Information, please contact us at the address shown in the introduction of the
prospectus.
 
FEATURES OF PORTFOLIO DIRECTOR 2
 
In deciding whether you want to exercise these exchange privileges, you should
consider the following features of Portfolio Director 2.
 
  - Portfolio Director 2 has more investment options to select from.
 
  - Portfolio Director 2 has 12 publicly available mutual funds as investment
    options.
 
  - The Portfolio Director 2 surrender charge is calculated assuming the most
    recent Purchase Payments are removed first. This policy may cause exchanged
    funds to be accessible only after charges are imposed.
 
  - Portfolio Director 2 has an Interest Guaranteed Death Benefit.
 
  - Portfolio Director 2's Fund fees and charges are different than the other
    contracts and in some cases may be higher.
 
  - Portfolio Director 2's guaranteed annuity rates and guaranteed interest
    rates may be less favorable than the other contracts.
 
AGENTS' AND MANAGERS' RETIREMENT PLAN
EXCHANGE OFFER
 
General. All eligible agents and managers of the Company are allowed to
participate in the Company's Agents' and Managers' Retirement Plan ("Plan"). We
grant to participants in the Plan the right to effect a voluntary exchange of
their units of interest under the SA-1 Contracts, Independence Plus Contracts
and Portfolio Director for the equivalent units of interest in Portfolio
Director 2.
 
Agents and managers of VALIC who enter into the voluntary exchange will not
incur under Portfolio Director 2 any surrender charges or account maintenance
fees. Other individuals who may exchange to Portfolio Director 2 from SA-1,
Independence Plus or Portfolio Director Contracts may have surrender charges and
account maintenance fees imposed under Portfolio Director 2. All other
provisions with regard to exchange offers referenced in the section entitled
"Exchange Offers" will apply to the Agents' and Managers' Retirement Plan
Exchange Offer.
 
Pursuant to this voluntary exchange offer, participants in the Plan will have
three options to choose from. As to the funding vehicle for their purchase
payment plan, the participant may choose to:
 
  - Remain in the SA-1 Contract, Independence Plus Contract or Portfolio
    Director.
 
  - Leave current assets in the SA-1 Contract, Independence Plus or Portfolio
    Director and direct future Purchase Payments to Portfolio Director 2; or
 
  - Transfer all current assets and future Purchase Payments to Portfolio
    Director 2.
 
If the participant chooses to remain in either the SA-1 Contract, Independence
Plus
 
                                       31
<PAGE>   34
 
- --------------------------------------------------------------------------------
 
Contract or Portfolio Director, future Purchase Payments and current assets will
be controlled by the provisions of the SA-1 Contract, Independence Plus Contract
or Portfolio Director, respectively. If the participant chooses to leave current
assets in the SA-1 Contract, the Independence Plus Contract or Portfolio
Director and direct future Purchase Payments to Portfolio Director 2, the
current assets will be controlled by the provisions of the SA-1 Contract, the
Independence Plus Contract or Portfolio Director, respectively. The future
Purchase Payments will be controlled by the terms of Portfolio Director 2
subject to the exception that surrender charges and account maintenance fees
will not be imposed under Portfolio Director 2. If the participant chooses to
transfer all current assets and future Purchase Payments to Portfolio Director
2, such current assets and future Purchase Payments will be controlled by the
provisions of Portfolio Director 2 subject to the exception that surrender
charges and account maintenance fees will not be imposed under Portfolio
Director 2.
 
Once a participant transfers assets and future Purchase Payments to Portfolio
Director 2 the participant will not be permitted to exchange back to the SA-1
Contract or Independence Plus Contract. Exchanges to Portfolio Director will be
permitted. See "Exchange Offer for Portfolio Director and Portfolio Director 2"
in this prospectus. If a participant chooses to transfer future Purchase
Payments but not current assets to Portfolio Director 2, the participant will be
allowed at a later date to transfer the current assets to Portfolio Director 2.
For a complete analysis of the differences between the SA-1 contract, the
Independence Plus Contract or Portfolio Director and Portfolio Director 2, you
should refer to the Statement of Additional Information and the form of the
contract or certificate for its terms and conditions.
 
                                       32
<PAGE>   35
 
DEATH BENEFITS
- --------------------------------------------------------------------------------
 
DEATH BENEFITS
 
Portfolio Director 2 will pay death benefits during either the Purchase Period
or the Payout Period. How these death benefits will be paid are discussed below.
The death benefit provisions in Portfolio Director 2 may vary from state to
state.
 
BENEFICIARY INFORMATION
 
The Beneficiary may receive death benefits:
 
- - In a lump sum; or
 
- - In the form of an annuity under any of the Payout Options stated in the Payout
  Period section of this prospectus subject to the restrictions of that Payout
  Option.
 
Payment of any death benefits must be within the time limits set by federal tax
law.
 
Beneficiaries Other Than Spouses.
 
If the Beneficiary is not the spouse of the Annuitant, death benefits must be
paid.
 
- - In full within 5 years after the Annuitant's death; or
 
- - By payments beginning within 1 year after the Annuitant's death under:
 
  - A life annuity;
 
  - A life annuity with payments certain; or
 
  - An annuity for a designated period.
 
If the Annuitant dies before the Annuity Date, the Beneficiary as named by you
may receive the payout.
 
Payments certain or payments for a designated period cannot be for a greater
period of time than the Beneficiary's life expectancy. After choosing a payment
option, a Beneficiary may exercise many of the investment options and other
rights that the Participant or Contract Owner had under Portfolio Director 2.
 
SPECIAL INFORMATION FOR INDIVIDUAL
NON-TAX QUALIFIED CONTRACTS
 
It is possible that the Contract Owner and the Annuitant under a Non-Tax
Qualified Contract are not the same person. If this is the case, and the
Contract Owner dies, there will be no death benefit payable since the death
benefit is only due in the event of the Annuitant's death. However, the Contract
will be transferred to the Contingent Owner, if any, or to the Contract Owner's
estate. Such transfers will be considered a taxable event by the IRS.
DURING THE PURCHASE PERIOD
Two types of benefits are available if death occurs during the Purchase Period.
Interest Guaranteed Death Benefit and Standard Death Benefit.
INTEREST GUARANTEED DEATH BENEFIT
 
The interest guaranteed death benefit is payable when death occurs prior to your
reaching the age of 70. This contract provision is not available in some states.
The amount payable under the interest guaranteed death benefit will be at least
equal to the sum of your Account Value in the Fixed Account Option(s) and the
Variable Account Option(s) on the date VALIC receives proof of death.
Here is how to calculate the death benefit:
- -------------------------------------------------------------------------------
Step 1: Determine your Fixed Account Option Value by taking the greater of:
 
  Value of Fixed Account Option on date
  proof of death Is received by VALIC

  OR

  100% of Purchase Payments placed
  in Fixed Account Option

- - (MINUS)

  Amount of all prior withdrawals, charges and
  any portion of Account Value applied under
  a Payout Option
 
- --------------------------------------------------


- --------------------------------------------------
Step 2: Determine your Variable Account Option Value by taking the greater of:
 
  Value of Variable Account Option on date
  proof of death is received by VALIC

  OR

  100% of Purchase Payments placed in
  Variable Account Options

- - (MINUS)

  Prior withdrawals (out of) or transfers
  (out of) the Variable Account Option

+ (PLUS)

  Interest at an annual rate of 3%
 
- --------------------------------------------------
Step 3: Add step 1 + 2 = Death Benefit
 
For purposes of this calculation amounts transferred into the Variable Account
Option will be treated as Purchase Payments.
 
BENEFICIARY -- the
person designated to
receive Payout Payments
upon the death of an
Annuitant.

ANNUITANT -- the
individual, (in most
cases this person is
you) to whom Payout
Payments will be paid.

CONTRACT OWNER -- either
your employer or
organization in the case
of a group contract or
the Annuitant in the
case of an individual
contract. If the
contract is an
individual non-qualified
type, this is generally
the Annuitant but a
Contingent Contract
Owner may also be
provided for.

FIXED ACCOUNT
OPTIONS -- a particular
subaccount into which
your Purchase Payments
and Account Value may be
allocated to fixed
investment options.
Currently, the Fixed
Account Options in
Portfolio Director 2 are
Fixed Account Plus and
Short-Term Fixed
Account. Each option of
this type is guaranteed
to earn at least a
minimum rate of
interest.

VARIABLE ACCOUNT
OPTIONS -- Investment
Options that correspond
to VALIC Separate
Account A Divisions
offered by Portfolio
Director 2. Investment
returns on Variable
Account Options will be
positive or negative
depending on the
investment performance
of the underlying mutual
fund.

                                      33
<PAGE>   36
 
- --------------------------------------------------------------------------
 
STANDARD DEATH BENEFIT
 
The standard death benefit is payable if death occurs on or after age 70.
 
The Standard Death Benefit will be the greater of:
- --------------------------------------------------------------------------
 
  Your Account Value on the Date Proof of Death is
  Received by VALIC

  OR

  100% of Purchase Payments (to Fixed
  and/or Variable Account Options)

- - (MINUS)

  Amount of all Prior Withdrawals, Charges
  and any portion of Account Value applied
  under a Payout Option
 
- --------------------------------------------------------------------------
DURING THE PAYOUT PERIOD
 
If death occurs during the Payout Period, your Beneficiary may receive a death
benefit depending on the Payout Option selected. The amount of death benefits
will also depend on the Payout Option that you selected. The Payout Options
available in Portfolio Director 2 are described in the "Payout Period" section
of this prospectus.
 
  - If the Life Only Option or Joint and Survivor Life Option were chosen, there
    will be no death benefit.
 
  - If the Life With Guaranteed Period Option, Joint and Survivor Life with
    Guaranteed Periods Option, Life with Cash or Unit Refund Option or Payment
    for a Designated Period Option were chosen, and the entire amount guaranteed
    has not been paid, the Beneficiary may choose one of the following within 60
    days after death benefits are payable:
 
     - Receive the present value of any remaining payments in a lump sum; or
 
     - Receive the remaining payments under the same terms of the guaranteed
       period option chosen by the deceased Participant; or
 
     - Receive the present value of any remaining payments applied under the
       Payment for a Designated Period Option for a period equal to or shorter
       than the period remaining. Spouse beneficiaries may be entitled to more
       favorable treatment under federal tax law.
 
Under federal tax laws if the Life with Guaranteed Periods Option is chosen on a
variable basis, it may be treated in the same manner as a surrender of your
Portfolio Director 2 account. If your account is surrendered the full amount
your Beneficiary receives will normally be treated as income for that year. This
amount generally will also be taxed at rates used for ordinary income.
 
                                       34
<PAGE>   37
 
HOW TO REVIEW INVESTMENT PERFORMANCE
OF SEPARATE ACCOUNT DIVISIONS
- --------------------------------------------------------------------------------
 
We will advertise information about the investment performance of VALIC Separate
Account A Divisions. Our advertising of past investment performance results does
not mean that future performance will be the same. The performance information
will not predict what your actual investment experience will be in that Division
or show past performance under an actual contract. We may also show how the
Divisions rank on the basis of data compiled by independent ranking services.
 
Some of the Divisions (and underlying Funds) offered in this prospectus were
previously available through other annuity contracts or to the general public
before Portfolio Director 2 was first available to you. We may therefore,
advertise investment performance since the inception of the underlying Funds.
However, in doing so, we will use the charges and fees imposed by Portfolio
Director 2 in calculating the Division's investment performance for earlier time
frames.
 
TYPES OF INVESTMENT PERFORMANCE
INFORMATION ADVERTISED
 
We may advertise the Division's Total Return Performance information and Yield
Performance information.
 
TOTAL RETURN PERFORMANCE
INFORMATION
 
Total Return Performance Information is based on the overall dollar or
percentage change in value of an assumed investment in a Division over a given
period of time.
 
There are seven ways Total Return Performance Information may be advertised:
 
  - Standard Average Annual Total Return
 
  - Nonstandard Average Annual Total Return
  - Cumulative Total Return
  - Annual Change in Purchase Unit Value
  - Cumulative Change in Purchase Unit Value
  - Total Return Based on Different Investment Amounts
 
  - An Assumed Account Value of $10,000
 
Each of these is described below.
 
STANDARD AVERAGE ANNUAL TOTAL RETURN
 
Standard Average Annual Total Return shows the average percentage change in the
value of an investment in the Division from the beginning to the end of a given
historical period. The results shown are after all charges and fees have been
applied against the
 
Division. This will include account maintenance fees and surrender charges that
would have been deducted if you surrendered Portfolio Director 2 at the end of
each period shown. Premium taxes are not deducted. This information is
calculated for each Division based on how an initial assumed payment of $1,000
performed at the end of 1, 3, 5 and 10 year periods.
 
The return for periods of more than one year are annualized to obtain the
average annual percentage increase (or decrease) during the period.
Annualization assumes that the application of a single rate of return each year
during the period will produce the ending value, taking into account the effect
of compounding.
 
NONSTANDARD AVERAGE ANNUAL TOTAL
RETURN
 
Nonstandard Average Annual Total Return is calculated in the same manner as the
Standard Average Annual Total Return. However, Nonstandard Average Annual Total
Return shows only the historic investment results of the Division. Account
maintenance fees, surrender charges and premium taxes are not deducted.
 
CUMULATIVE TOTAL RETURN
 
Cumulative Total Return assumes the investment in Portfolio Director 2 will stay
in the Division beyond the time that a surrender charge would apply. It may be
calculated for 1, 3, 5 and 10 year periods. It is based on an assumed initial
investment of $10,000. The Cumulative Return will be calculated without
deduction of account maintenance fees, surrender charges or premium taxes.
ANNUAL CHANGE IN PURCHASE UNIT VALUE
Annual Change in Purchase Unit Value is a percentage change during a one year
period. This is calculated as follows:
 
  - The Purchase Unit Value at the start of the year is subtracted from the
    Purchase Unit Value at the end of the year;
 
  - The difference is divided by the Purchase Unit Value at the start of the
    year.
 
Account maintenance fees, surrender charges and premium taxes are not deducted.
The effect of these charges, if deducted, would reduce the Division's Annual
Change in Purchase Unit Value.
 
DIVISIONS -- Subaccounts
of VALIC Separate
Account A which
represent the Variable
Account Options in
Portfolio Director 2.
Each Division invests in
a different mutual fund,
each having its own
investment objective and
strategy.

PURCHASE PAYMENTS -- an
amount of money you pay
to VALIC to receive the
benefits of an annuity
Contract offered by
Portfolio Director 2.
For more information on
how TOTAL RETURN

PERFORMANCE INFORMATION
is calculated, see the
Statement of Additional
Information.

                                      35
<PAGE>   38
 
- -------------------------------------------------------------------------------
 
CUMULATIVE CHANGE IN PURCHASE UNIT VALUE
 
Cumulative Change in Purchase Unit Value is a percentage change from the
beginning to the ending of a period usually greater than one year. Otherwise, it
is calculated in the same way as the Annual Change in Purchase Unit Value.
 
TOTAL RETURN BASED ON DIFFERENT
INVESTMENT AMOUNTS
 
We may show total return information based on different investment amounts. For
example, we may show $200 a month for 10 years, or $100 a month to age 65. Fees
may or may not be included. Each performance illustration will explain the
Portfolio Director 2 charges and fees imposed on the Division.
 
AN ASSUMED ACCOUNT VALUE OF $10,000
 
We may show annual changes in the Purchase Unit Value based on an initial
investment of $10,000. This will not reflect any deduction for account
maintenance fees, surrender charges and premium taxes.
 
YIELD PERFORMANCE INFORMATION
 
We may advertise Yield Performance, at a given point in time. A Division's yield
is one way of showing the rate of income the Division is earning as a percentage
of the Division's Purchase Unit Value.
 
MONEY MARKET DIVISION
 
We may advertise the Money Market Division's Current Yield and Effective Yield.
 
The Current Yield refers to the income produced by an investment in the Money
Market Division over a given 7-day period. The Current Yield does not take into
account surrender charges, account maintenance fees or premium taxes. The income
produced over a 7 day period is then "annualized." This means we are assuming
the amount of income produced during the 7-day period will continue to be
produced each week for an entire year. The annualized amount is shown as a
percentage of the investment. The 7-day Current Yield for the last 7 days ended
December 31, 1995 was 4.15%.
 
The Effective Yield is calculated in a manner similar to the Current Yield. But,
when the yield is annualized the income earned is assumed to be reinvested. The
compounding effect will cause the Effective Yield to be higher than the Current
Yield. The 7-day Effective Yield for the last 7 days ended December 31, 1995 was
4.24%.
 
DIVISIONS OTHER THAN THE MONEY MARKET DIVISION
 
We may advertise the standardized yield performance for each Division other than
the Money Market Division. The yield for each of these Divisions will be
determined as follows:
 
  - We will subtract the account maintenance fee from the average daily net
    investment income per Purchase Unit;
 
  - We will divide the remainder by the Purchase Unit Value on the last day of
    the period; and
 
  - We will annualize the result.
 
PERFORMANCE INFORMATION:
 
AVERAGE ANNUAL TOTAL RETURN, CUMULATIVE RETURN AND ANNUAL AND CUMULATIVE CHANGE
IN PURCHASE UNIT VALUE TABLES.
 
In the sections above we have described a number of ways we may advertise
information about the investment performance of VALIC Separate Account A
Divisions. Certain performance information for each VALIC Separate Account A
Division is printed in the four tables below.
 
The information presented does not reflect the advantage under Portfolio
Director 2 of deferring federal income tax on increases in Account Value due to
earnings attributable to Purchase Payments (see "Federal Tax Matters" in the
prospectus and in the Statement of Additional Information.) The information
presented also does not reflect the advantage under Qualified Contracts of
deferring federal income tax on Purchase Payments.
 
The performance results shown in the following tables are not an estimate or
guarantee of future investment performance, and do not represent the actual
experience of amounts invested by a particular Participant.
 
                                       36
<PAGE>   39
 
                                                                         TABLE I
                          AVERAGE ANNUAL TOTAL RETURN
           WITH SURRENDER CHARGE AND ACCOUNT MAINTENANCE FEE IMPOSED
                        (PERIOD ENDED DECEMBER 31, 1995)

<TABLE>
<CAPTION>
                                               SINCE        10         5          3
                   DIVISION                    INCEPTION* YEARS      YEARS      YEARS      1 YEAR
- ---------------------------------------------- ------     ------     ------     ------     ------
<S>                                            <C>        <C>        <C>        <C>        <C>
AGSPC Growth (Division 15)....................  22.91%        --         --         --     41.20%
AGSPC International Government Bond (Division
  13).........................................   9.52         --         --       9.70%     12.47
AGSPC Money Market (Division 6)...............   4.33         --       2.08%      1.27      -0.33
AGSPC Science & Technology (Division 17)......  48.59         --         --         --      54.85
AGSPC Social Awareness (Division 12)..........  10.05         --      12.41      11.29      32.39
AGSPC Stock Index (Division 10)...............  10.13         --      13.99      12.36      30.77
Founders Growth (Division 30).................     --      15.62%     20.33      18.42      39.03
Neuberger & Berman Guardian Trust
  (Division 29)*..............................     --      13.62      17.64      12.48      25.59
Putnam Global Growth (Division 28)............     --      11.24      10.29      11.95       8.58
Putnam New Opportunities (Division 26)........  32.07         --      31.63      23.69      39.75
Putnam OTC Emerging Growth (Division 27)......     --      17.54      25.54      25.76      49.32
Scudder Growth and Income (Division 21).......     --      12.47      14.81      13.06      24.47
Templeton Foreign (Division 32)...............     --      14.95      10.70      12.61       5.03
Twentieth Century Ultra Investors (Division
  31).........................................     --      18.45      23.16      14.78      31.12
Vanguard Fixed Income Securities Fund-Long-
  Term Corporate Portfolio (Division 22)......     --       9.36      10.57       8.22      19.76
Vanguard Fixed Income Securities Fund-Long-
  Term U.S. Treasury Portfolio (Division
  23).........................................   8.65         --      10.10       9.36      23.40
Vanguard/Wellington (Division 25).............     --      11.29      12.79      11.69      26.19
Vanguard/Windsor II (Division 24).............     --      12.86      15.47      13.14      32.03
</TABLE>
 
- ------------
 
* The returns shown are since inception for the Divisions that have been in
  existence for less than ten years, as shown by the inception date below:
 
<TABLE>
<CAPTION>
                                                  FUND
                                                INCEPTION
                     FUND                         DATE
- ---------------------------------------------- -----------
<S>                                            <C>
AGSPC Growth (Division 15)....................    04/29/94
AGSPC International Government Bond (Division
  13).........................................    10/01/91
AGSPC Money Market (Division 6)...............    01/16/86
AGSPC Science & Technology (Division 17)......    04/29/94
AGSPC Social Awareness (Division 12)..........    10/02/89
AGSPC Stock Index (Division 10)...............    04/20/87
Founders Growth (Division 30).................    01/05/62
Neuberger & Berman Guardian Trust
  (Division 29)(1)............................    06/01/50
Putnam Global Growth (Division 28)............    09/01/67
Putnam New Opportunities (Division 26)........    08/31/90
Putnam OTC Emerging Growth (Division 27)..        11/01/82
Scudder Growth and Income (Division 21)(2)....    11/13/84
Templeton Foreign (Division 32)...............    10/05/82
Twentieth Century Ultra Investors
  (Division 31)...............................    11/02/81
Vanguard Fixed Income Securities Fund --
  Long-Term Corporate Portfolio (Division
  22).........................................    07/09/73
Vanguard Fixed Income Securities Fund --
  Long-Term U.S. Treasury Portfolio (Division
  23).........................................    05/19/86
Vanguard/Wellington (Division 25).............    07/01/29
Vanguard/Windsor II (Division 24).............    06/24/85
</TABLE>
- ------------
 
(1) Neuberger & Berman Guardian Trust ("Trust") started operations on August 3,
    1993. It has identical investment objectives and policies and as a part of a
    "master/feeder structure" invests in the same portfolio as Neuberger &
    Berman Guardian Fund ("Fund") which is also managed by Neuberger & Berman
    Management Incorporated. The performance information for the Trust before
    August 3, 1993 is for the Fund and its predecessor which had an inception
    date of June 1, 1950. For more information on the "master/feeder structure"
    see the Trust's prospectus.
 
(2) The Fund adopted its current name and objective on November 13, 1984. Its
    predecessor commenced operations on May 31, 1929.
 
                                       37
<PAGE>   40
 
                                                                        TABLE II
                          AVERAGE ANNUAL TOTAL RETURN
          WITH NO SURRENDER CHARGE OR ACCOUNT MAINTENANCE FEE IMPOSED
                        (PERIOD ENDED DECEMBER 31, 1995)
 
<TABLE>
<CAPTION>
                                                             SINCE         10         5          3
                         DIVISION                           INCEPTION*   YEARS      YEARS      YEARS      1 YEAR
- ----------------------------------------------------------- --------     ------     ------     ------     ------
<S>                                                         <C>          <C>        <C>        <C>        <C>
AGSPC Growth (Division 15).................................    25.66%        --         --         --      46.40%
AGSPC International Government Bond
  (Division 13)............................................    10.52         --         --      11.21%     17.63
AGSPC Money Market (Division 6)............................     4.47         --       3.12%      2.97       4.51
AGSPC Science & Technology (Division 17)...................    51.07         --         --         --      60.07
AGSPC Social Awareness (Division 12).......................    10.20%        --      13.18      12.77      37.57
AGSPC Stock Index (Division 10)............................    10.28         --      14.72      13.82      35.95
Founders Growth (Division 30)..............................       --      15.72%     20.90      19.70      44.15
Neuberger & Berman Guardian Trust (Division 29)(1).........       --      13.72      18.26      13.88      30.70
Putnam Global Growth (Division 28).........................       --      11.34      11.05      13.36      13.68
Putnam New Opportunities (Division 26).....................    32.18         --      32.07      24.87      44.87
Putnam OTC Emerging Growth (Division 27)...................       --      17.64      26.04      26.92      54.45
Scudder Growth and Income (Division 21)....................       --      12.57      15.48      14.45      29.58
Templeton Foreign (Division 32)............................       --      15.05      11.46      14.01      10.07
Twentieth Century Ultra Investors (Division 31)............       --      18.55      23.69      16.13      36.23
Vanguard Fixed Income Securities Fund Long-Term Corporate
  Portfolio (Division 22)..................................       --       9.45      11.32       9.71      24.86
Vanguard Fixed Income Securities Fund Long-Term U.S.
  Treasury Portfolio (Division 23).........................     8.75         --      10.87      10.83      28.51
Vanguard/Wellington (Division 25)..........................       --      11.39      13.50      13.11      31.30
Vanguard/Windsor II (Division 24)..........................       --      12.96      16.12      14.53      37.14
</TABLE>
 
                                                                       TABLE III
                               CUMULATIVE RETURN
                        (PERIOD ENDED DECEMBER 31, 1995)
 
<TABLE>
<CAPTION>
                                                         SINCE
                       DIVISION                         INCEPTION*   10 YEARS     5 YEARS      3 YEARS      1 YEAR
- ------------------------------------------------------- --------     --------     --------     --------     ------
<S>                                                     <C>          <C>          <C>          <C>          <C>
AGSPC Growth (Division 15).............................    46.67%          --           --           --      46.40%
AGSPC International Government Bond (Division 13)......    53.08           --           --        37.56%     17.63
AGSPC Money Market (Division 6)........................    54.58           --        16.63%        9.19       4.51
AGSPC Science & Technology (Division 17)...............    99.72           --           --           --      60.07
AGSPC Social Awareness (Division 12)...................    83.51           --        85.80        43.42      37.57
AGSPC Stock Index (Division 10)........................   134.39           --        98.80        47.44      35.95
Founders Growth (Division 30)..........................       --       330.49%      158.33        71.50      44.15
Neuberger & Berman Guardian Trust
  (Division 29)(1).....................................       --       261.65       131.31        47.70      30.70
Putnam Global Growth (Division 28).....................       --       192.71        68.87        45.68      13.68
Putnam New Opportunities (Division 26).................   343.65           --       301.83        94.71      44.87
Putnam OTC Emerging Growth (Division 27)...............       --       407.55       218.13       104.43      54.45
Scudder Growth and Income (Division 21)................       --       226.68       105.37        49.91      29.58
Templeton Foreign (Division 32)........................       --       306.35        72.00        48.19      10.07
Twentieth Century Ultra Investors (Division 31)........       --       448.39       189.56        56.63      36.23
Vanguard Fixed Income Securities Fund Long-Term
  Corporate Portfolio (Division 22)....................       --       146.72        70.97        32.07      24.86
Vanguard Fixed Income Securities Fund Long-Term U.S.
  Treasury Portfolio (Division 23).....................   124.16           --        67.51        36.13      28.51
Vanguard/Wellington (Division 25)......................       --       193.95        88.34        44.69      31.30
Vanguard/Windsor II (Division 24)......................       --       238.11       111.17        50.21      37.14
</TABLE>
 
- ---------------
 
* See footnote to Table I for the inception date of each Division.
 
                                       38
<PAGE>   41
 
                                                                        TABLE IV
 
              ANNUAL AND CUMULATIVE CHANGE IN PURCHASE UNIT VALUE
<TABLE>
<CAPTION>
                                                    ANNUAL CHANGE IN PURCHASE UNIT VALUE FOR THE YEAR ENDED DECEMBER 31*
                                           --------------------------------------------------------------------------------------
                DIVISION                     1995         1994         1993         1992         1991         1990         1989
- -----------------------------------------  --------     --------     --------     --------     --------     --------     --------
<S>                                        <C>          <C>          <C>          <C>          <C>          <C>          <C>
AGSPC Growth.............................     46.40%        0.18%          --           --           --           --           --
AGSPC International Government Bond
 (Division 13)...........................     17.63         3.42        13.08%        2.05%        9.05%          --           --
AGSPC Money Market (Division 6)..........      4.51         2.77         1.67         2.22         4.49         6.83%        7.92%
AGSPC Science & Technology (Division
 17).....................................     60.07        24.77           --           --           --           --           --
AGSPC Social Awareness (Division 12).....     37.57        (2.42)        6.84         2.31        26.63        (2.21)        1.00
AGSPC Stock Index (Division 10)..........     35.95        (0.30)        8.78         5.58        27.70        (4.83)       27.88
Founders Growth (Division 30)............     44.15        (4.29)       24.30         3.21        45.94       (11.48)       40.37
Neuberger & Berman Guardian Trust
 (Division 29)(1)........................     30.70         0.51        12.43        17.87        32.86        (5.63)       20.27
Putnam Global Growth (Division 28).......     13.68        (1.84)       30.56        (0.76)       16.81       (10.11)       23.23
Putnam New Opportunities (Division 26)...     44.87         2.29        31.40        24.37        65.93        10.41           --
Putnam OTC Emerging Growth (Division
 27).....................................     54.45         1.22        30.77        11.58        39.47       (10.75)       27.70
Scudder Growth and Income (Division 21)..     29.58         1.33        14.17         8.22        26.60        (3.55)       24.82
Templeton Foreign (Division 32)..........     10.07        (0.62)       35.48        (0.89)       17.10        (3.95)       29.25
Twentieth Century Ultra Investors
 (Division 31)...........................     36.23        (4.62)       20.54         0.20        84.49         8.21        35.50
Vanguard Fixed Income Securities Fund --
 Long-Term Corporate Portfolio (Division
 22).....................................     24.86        (6.47)       13.08         8.41        19.42         4.90        13.76
Vanguard Fixed Income Securities Fund --
 Long-Term U.S. Treasury Portfolio
 (Division 23)...........................     28.51        (8.17)       15.36         6.09        15.98         4.48        16.48
Vanguard/Wellington (Division 25)........     31.30        (1.71)       12.12         6.58        22.13        (4.01)       20.11
Vanguard/Windsor II (Division 24)........     37.14        (2.38)       12.21        10.59        27.11       (11.10)       26.25
 
<CAPTION>
 
                DIVISION                     1988         1987         1986
- -----------------------------------------  --------     --------     --------
<S>                                        <C<C>        <C>          <C>
AGSPC Growth.............................        --           --           --
AGSPC International Government Bond
 (Division 13)...........................        --           --           --
AGSPC Money Market (Division 6)..........      5.72%        4.50%        4.05%
AGSPC Science & Technology (Division
 17).....................................        --           --           --
AGSPC Social Awareness (Division 12).....        --           --           --
AGSPC Stock Index (Division 10)..........     13.13       (14.38)          --
Founders Growth (Division 30)............      3.77         9.05        18.52
Neuberger & Berman Guardian Trust
 (Division 29)(1)........................     26.84        (1.97)       10.79
Putnam Global Growth (Division 28).......      7.95         6.26        36.42
Putnam New Opportunities (Division 26)...        --           --           --
Putnam OTC Emerging Growth (Division
 27).....................................     15.04         3.70        17.34
Scudder Growth and Income (Division 21)..     10.63         2.21        16.85
Templeton Foreign (Division 32)..........     20.82        23.51        27.54
Twentieth Century Ultra Investors
 (Division 31)...........................     12.12         5.58         9.11
Vanguard Fixed Income Securities Fund --
 Long-Term Corporate Portfolio (Division
 22).....................................      8.35        (1.04)       12.79
Vanguard Fixed Income Securities Fund --
 Long-Term U.S. Treasury Portfolio
 (Division 23)...........................      7.81        (4.13)        6.39
Vanguard/Wellington (Division 25)........     14.67         1.01        16.86
Vanguard/Windsor II (Division 24)........     23.19        (3.35)       19.80
</TABLE>
<TABLE>
<CAPTION>
                                                CUMULATIVE CHANGE IN PURCHASE UNIT VALUE FOR EACH PERIOD END SINCE 12/31/85*
                                           --------------------------------------------------------------------------------------
                DIVISION                     1995         1994         1993         1992         1991         1990         1989
- -----------------------------------------  --------     --------     --------     --------     --------     --------     --------
<S>                                        <C>          <C>          <C>          <C>          <C>          <C>          <C>
AGSPC Growth (Division 15)...............     46.67%        0.18%          --           --           --           --           --
AGSPC International Government (Division
 13).....................................     53.08        30.14        25.83%       11.28%        9.05%          --           --
AGSPC Money Market (Division 6)..........     54.58        47.91        43.93        41.57        38.49        32.54%       24.06%
AGSPC Science & Technology (Division
 17).....................................     99.72        24.77           --           --           --           --           --
AGSPC Social Awareness (Division 12).....     83.51        33.39        36.70        27.95        25.06        (1.23)        1.00
AGSPC Stock Index (Division 10)..........    134.39        72.41        72.93        58.97        50.56        17.90        23.88
Founders Growth (Division 30)............    330.49       198.63       212.03       151.02       143.21        66.65        88.25
Neuberger & Berman Guardian Trust
 (Division 29)(1)........................    261.65       176.70       175.30       144.86       107.73        56.35        65.68
Putnam Global Growth (Division 28).......    192.71       157.50       162.33       100.93       102.47        73.34        92.83
Putnam New Opportunities (Division 26)...    343.65       206.25       199.40       127.85        83.20        10.41           --
Putnam OTC Emerging Growth (Division
 27).....................................    407.55       228.63       224.65       148.27       122.51        59.54        78.75
Scudder Growth and Income (Division 21)..    226.68       152.10       148.81       117.92       101.38        59.07        64.92
Templeton Foreign (Division 32)..........    306.35       269.18       271.49       174.21       176.66       136.25       145.97
Twentieth Century Ultra Investors
 (Division 31)...........................    448.39       302.54       322.04       250.12       249.40        89.39        75.01
Vanguard Fixed Income Securities Fund --
 Long-Term Corporate Portfolio (Division
 22).....................................    146.72        97.60       111.26        86.82        72.33        44.31        37.57
Vanguard Fixed Income Securities Fund --
 Long-Term U.S. Treasury Portfolio
 (Division 23)...........................    124.16        74.42        89.95        64.66        55.21        33.82        28.09
Vanguard/Wellington (Division 25)........    193.95       123.87       127.77       103.15        90.61        56.07        62.59
Vanguard/Windsor II (Division 24)........    238.11       146.54       152.56       125.09       103.53        60.12        80.10
 
<CAPTION>
 
                DIVISION                     1988         1987         1986
- -----------------------------------------  --------     --------     --------
<S>                                        <C<C>        <C>          <C>
AGSPC Growth (Division 15)...............        --           --           --
AGSPC International Government (Division
 13).....................................        --           --           --
AGSPC Money Market (Division 6)..........     14.95%        8.73%        4.05%
AGSPC Science & Technology (Division
 17).....................................        --           --           --
AGSPC Social Awareness (Division 12).....        --           --           --
AGSPC Stock Index (Division 10)..........     (3.13)      (14.38)          --
Founders Growth (Division 30)............     34.11        29.24        18.52
Neuberger & Berman Guardian Trust
 (Division 29)(1)........................     37.75         8.60        10.79
Putnam Global Growth (Division 28).......     56.48        44.96        36.42
Putnam New Opportunities (Division 26)...        --           --           --
Putnam OTC Emerging Growth (Division
 27).....................................     39.98        21.67        17.34
Scudder Growth and Income (Division 21)..     32.13        19.44        16.85
Templeton Foreign (Division 32)..........     90.31        57.53        27.54
Twentieth Century Ultra Investors
 (Division 31)...........................     29.16        15.19         9.11
Vanguard Fixed Income Securities Fund --
 Long-Term Corporate Portfolio (Division
 22).....................................     20.93        11.62        12.79
Vanguard Fixed Income Securities Fund --
 Long-Term U.S. Treasury Portfolio
 (Division 23)...........................      9.96         2.00         6.39
Vanguard/Wellington (Division 25)........     35.36        18.05        16.86
Vanguard/Windsor II (Division 24)........     42.65        15.79        19.80
</TABLE>
 
- ------------
 
* For the year in which a Division was initiated, less than a full year's
  performance has been reflected. Actual, not annualized, performance is
  reflected. See footnote to Table I above for the inception date of each
  Division.
 
                                       39
<PAGE>   42
 
OTHER CONTRACT FEATURES

- -------------------------------------------------------------------------------
 
CHANGES THAT MAY NOT BE MADE
 
The following terms in Portfolio Director 2 may not be changed once your account
has been established:
 
  - The Contract Owner;
 
  - The Participant; and
 
  - The Annuitant.
 
CHANGE OF BENEFICIARY
 
The Beneficiary (if not irrevocable) may usually be changed at any time.
 
Under some retirement programs, the right to name or change a Beneficiary is
subject to approval by the spouse. Also, the right to name a Beneficiary other
than the spouse may be subject to certain tax laws and regulations.
 
If the Annuitant dies, and there is no Beneficiary, any death benefit will be
payable to the Annuitant's estate.
 
If a Beneficiary dies while receiving payments, and there is no co-Beneficiary
to continue to receive payments, any amount still due will be paid to the
Beneficiary's estate.
 
CONTINGENT OWNER
 
The Contract Owner may name a Contingent Owner under an individual non-tax
qualified Contract. During the Purchase Period, the Contingent Owner may be
changed. However, if the Contract Owner dies, benefits must be distributed as
required by the federal tax law.
 
CANCELLATION -- THE 20 DAY "FREE LOOK"
 
The Contract Owner may cancel an individual contract by returning it to the
Company within 20 days after delivery. (A longer period will be allowed if
required under state law.) A refund will be made to the Contract Owner within 7
days after receipt of the Contract within the required period. The amount of the
refund will be equal to all Purchase Payments received or the amount required
under state law, if larger.
 
WE RESERVE CERTAIN RIGHTS
 
We reserve the right to:
  - Amend the Contract to conform with substitutions of investments;
 
  - Amend the Contract to comply with tax or other laws;
 
  - Make changes (upon written notice) to group Contracts that would apply only
    to new Participants after the effective date of the changes;
 
  - Operate VALIC Separate Account A as a management investment company under
    the 1940 Act, in consideration of an investment management fee or in any
    other form permitted by law;
 
  - Deregister VALIC Separate Account A under the 1940 Act, if registration is
    no longer required;
 
  - Stop accepting new Participants under a group Contract.
 
RELATIONSHIP TO EMPLOYER'S PLAN
 
If the Contract is being offered as a retirement plan through your employer, you
should always refer to the terms and conditions in your employer's plan when
reviewing the description of Portfolio Director 2 in this prospectus.
 
  Plan loans from the Fixed Account Options may be allowed by your employer's
plan. Refer to your plan for a description of charges and other information.
 
                                       40
<PAGE>   43
 
VOTING RIGHTS
- --------------------------------------------------------------------------------
 
As discussed in the "About VALIC Separate Account A" section of this prospectus,
VALIC Separate Account A holds on your behalf shares of the Funds which comprise
the Variable Account Options. From time to time the Funds are required to hold a
shareholder meeting to obtain approval from their shareholders for certain
matters. As a Participant, you may be entitled to give voting instructions to us
as to how VALIC Separate Account A should vote its Fund shares on these matters.
Those persons entitled to give voting instructions will be determined before the
shareholders meeting is held. For more information about these shareholder
meetings and when they may be held, see the Funds' prospectuses.
 
WHO MAY GIVE VOTING INSTRUCTIONS
 
In most cases during the Purchase Period, you will have the right to give voting
instructions for the shareholder meetings. This will be true even if your
employer is the Contract Owner. Contract Owners will instruct VALIC Separate
Account A in accordance with these instructions. You will receive proxy material
and a form on which voting instructions may be given before the shareholder
meeting is held.
 
You will not have the right to give voting instructions if Portfolio Director 2
was issued in connection with a nonqualified and unfunded deferred compensation
plan.
 
DETERMINATION OF FUND SHARES
ATTRIBUTABLE TO YOUR ACCOUNT
 
DURING PURCHASE PERIOD
 
The number of Fund shares attributable to your account will be determined on the
basis of the Purchase Units credited to your account on the record date set for
the Fund shareholder meeting.
 
DURING PAYOUT PERIOD OR AFTER A DEATH
BENEFIT HAS BEEN PAID
 
The number of Fund shares attributable to your account will be based on the
liability for future variable annuity payments to your payees on the record date
set for the Fund shareholder meeting.
HOW FUND SHARES ARE VOTED
 
The Funds which comprise the Variable Account Options in Portfolio Director 2
may have a number of shareholders including VALIC Separate Account A, VALIC
other affiliated insurance company separate accounts and retirement plans within
the American General group of companies and public shareholders.
VALIC Separate Account A will vote all of the shares of the Funds it holds based
on, and in the same proportion as, the instructions given by all the
Participants invested in that Fund entitled to give instructions at that
shareholder meeting. VALIC Separate Account A will vote the shares of the Funds
it holds for which it receives no voting instruction in the same proportion as
the shares for which voting instructions have been received.
 
VALIC will vote the shares of the Funds it holds based on, and in the same
proportion as, the voting instructions received from participants in VALIC
Separate Account A.
 
In the future, we may decide how to vote the shares of VALIC or VALIC Separate
Account A in a different manner if permitted at that time under federal
securities law.
 
VALIC SEPARATE
ACCOUNT A -- a
segregated asset account
established by VALIC under 
the Texas Insurance Code. 
The purpose of VALIC 
Separate Account A is to 
receive and invest your
Purchase Payments and
Account Value in the
Variable Account Options 
you have selected.

                                      41
<PAGE>   44
 
FEDERAL TAX MATTERS

- -------------------------------------------------------------------------------
 
Portfolio Director 2 provides tax-deferred accumulation over time, but is
subject to federal income and excise taxes, mentioned briefly below. You should
refer to the Statement of Additional Information for further details. Section
references are to the Internal Revenue Code ("Code"). We do not attempt to
describe any potential estate or gift tax, or any applicable state, local or
foreign tax law other than possible premium taxes mentioned under "Premium Tax
Charge." Remember that future legislation could modify the rules discussed
below, and always consult your personal tax adviser regarding how the current
rules apply to your specific situation.
 
TYPE OF PLANS
 
Tax rules vary, depending on whether the Contract is offered under your
employer's tax-qualified retirement program or an IRA, or is instead a
nonqualified Contract. Portfolio Director 2 is used under the following types of
retirement arrangements:
 
  - Section 403(b) annuities for employees of public schools and Section
    501(c)(3) tax-exempt organizations;
 
  - Section 401(a) and 403(a) qualified plans of for-profit employers and other
    employers (including self-employed individuals);
 
  - Section 408(b) individual retirement annuities;
 
  - Section 457 unfunded deferred compensation plans of governmental and
    tax-exempt employers;
 
  - Section 408(k) simplified deferred compensation plans of private employers.
 
The foregoing Contracts are "Qualified Contracts."
 
Note that the specific terms of the governing employer plan may limit rights and
options otherwise available under a Contract.
 
In addition, Portfolio Director 2 is also available through "Non-Qualified
Contracts" to the extent acquired by "Non-Natural Persons." Such Non-Qualified
Contracts generally include unfunded, nonqualified deferred compensation plans
of corporate employers. TAX CONSEQUENCES IN GENERAL
 
Purchase Payments, distributions, withdrawals, transfers and surrender of a
Contract can each have a tax effect, which varies with the governing retirement
arrangement. Please refer to the detailed explanation in the Statement of
Additional Information, the documents (if any) controlling the retirement
arrangement through which the contract is offered, and your personal tax
adviser.
 
Purchase Payments under Portfolio Director 2 can be made as contributions by
employers, or as pre-tax or after-tax contributions by employees, depending on
the type of retirement program. After-tax employee contributions constitute
"investment in the Contract." All Qualified Contracts receive deferral of tax on
the inside build-up of earnings on invested Purchase Payments, until a
distribution occurs. See the Statement of Additional Information for special
rules, including those applicable to taxable, non-natural owners of
Non-Qualified Contracts.
 
Distributions are taxed differently depending on the program through which
Portfolio Director 2 is offered and the previous tax characterization of the
contributions to which the distribution relates. Generally, the amount by which
a distribution exceeds investment in the Contract is subject to income tax. For
annuity payments, investment in the contract if recovered ratably over the
expected payout period. Special recovery rules might apply in certain
situations.
 
Amounts subject to income tax may also incur excise tax, under the circumstances
described in the Statement of Additional Information. Generally, they would also
be subject to some form of federal income tax withholding unless rolled into
another tax-deferred vehicle. Required withholding will vary according to type
of program, type of payment and your tax status. In addition, amounts received
under all Contracts may be subject to state income tax withholding requirements.
 
It is the opinion of VALIC and its tax counsel that a Qualified Contract
described in section 403(a), 403(b), or 408(b) of the Code does not lose its
deferred tax treatment if purchase payments under the contract are invested in
publicly available mutual funds. In a ruling published in 1981, the Internal
Revenue Service ("IRS") had taken the position that, where purchase payments
under a variable annuity contract are invested in publicly available mutual
funds, the contract owner should be treated as the owner of the mutual fund
shares, and deferred tax treatment under the contract should not be available.
In the opinion of VALIC and its tax counsel, the 1981 ruling has been superseded
by subsequent legislation (Code Section 817(h)) which specifically exempts these
Qualified Contracts, and the IRS has no viable legal basis or reason to apply
the theory
 
                                       42
<PAGE>   45
 
- --------------------------------------------------------------------------------
 
of the 1981 ruling to these Qualified Contracts under current law. In any event,
were the IRS to challenge the deferred tax treatment of these Qualified
Contracts under the theory of the 1981 ruling, VALIC and its tax counsel believe
that Contract owners would prevail.
 
It is also the opinion of VALIC and its tax counsel that for each other type of
Qualified Contracts an independent exemption provides tax deferral regardless of
ownership of the Mutual Fund shares.
 
Generally investment earnings on contributions to Non-Qualified Contracts will
be taxed currently to the owner and such contracts will not be treated as
annuities for federal income tax purposes.
 
EFFECT OF TAX-DEFERRED ACCUMULATIONS
 
The chart below compares the results from
Premium Payments made to:
 
  - Portfolio Director 2 Contract issued to a tax favored retirement program
    purchased with pre-tax premium payments;
 
  - A non-qualified Contract purchased with after-tax Premium Payments and;
 
   
  - Conventional savings vehicles such as savings accounts.
    
 
                        THE POWER OF TAX-DEFERRED GROWTH
 
                                   [CHART]
 
This hypothetical chart compares the results of (1) contributing $100 per month
to a conventional, non-tax deferred plan, (2) contributing $100 to a
nonqualified, tax-deferred annuity, and (3) contributing $100 per month ($138.89
since contributions are made before tax) to a qualified tax-deferred plan. The
chart assumes a 28% tax rate and an 8% fixed rate of return. The deduction of
fees and charges for both tax-deferred plans is reflected in the chart. Variable
options incur mortality and expense charges (1% - 1.25%) and may also incur
administrative fees ($3.75 per quarter) and surrender charges (5% of the lesser
of all contributions received during the last 60 months or the amount
withdrawn). The dotted lines represent the amounts remaining after withdrawal
and payment of taxes and any surrender charge. An additional 10% tax penalty may
apply to withdrawals before age 59 1/2. This information is for illustrative
purposes only and is not a guarantee of future return.
 
Unlike savings accounts, Premium Payments made to tax-favored retirement
programs and Non-Qualified Contracts provide tax deferred treatment on earnings.
In addition, Premium Payments made to tax-favored retirement programs ordinarily
are not subject to income tax until withdrawn. As shown above, investing in a
tax-favored program increases the accumulation power of savings over time. The
more taxes saved and reinvested in the program, the more the accumulation power
effectively grows over the years.
 
To further illustrate the advantages of tax deferred savings using a 28% Federal
tax bracket, an annual fixed yield (BEFORE THE DEDUCTION OF ANY FEES OR CHARGES)
of 8% under a tax-favored retirement program in which tax savings were
reinvested has an equivalent annual fixed yield of 5.76% under a conventional
savings program. THE 8% YIELD ON THE TAX-FAVORED PROGRAM WILL BE REDUCED BY THE
IMPACT OF INCOME TAXES UPON WITHDRAWAL. The yield will vary depending upon the
timing of withdrawals. The previous chart represents (without factoring in fees
and charges) after-tax amounts that would be received.
 
By taking into account the current deferral of taxes, contributions to
tax-favored retirement programs increase the amount available for savings by
decreasing the relative current out-of-pocket cost (referring to the effect on
annual net take-home pay) of the investment. The chart below illustrates this
principle by comparing a pre-tax contribution to a tax-favored retirement plan
with an after-tax
 
                                       43
<PAGE>   46
 
contribution to a conventional savings account:
 
                              PAYCHECK COMPARISON
 
<TABLE>
<CAPTION>
                       TAX-FAVORED         CONVENTIONAL
                       RETIREMENT          SAVINGS
                       PROGRAM             ACCOUNT
                       --------            --------
<S>                    <C>                 <C>
Annual amount
  available for
  savings before
  federal taxes....    $  2,500            $  2,500
Current federal
  income tax due on
  Purchase
  Payments.........           0                (700)
Net retirement plan
  Purchase
  Payments.........    $  2,500            $  1,800
</TABLE>
 
This chart assumes a 28% federal income tax rate. The $700 which is paid toward
current federal income taxes on $2,500 contributed to the conventional savings
account remains in the tax-qualified program, subject to being taxed upon
withdrawal. Stated otherwise, to reach an annual retirement savings goal of
$2,500, the contribution to a tax-qualified retirement program results in a
current out-of-pocket expense of $1,800 while the contribution to a conventional
savings account requires the full $2,500 out-of-pocket expense. The
tax-qualified retirement program represented in this chart is a plan type, such
as one under Section 403(b) of the Code, which allows participants to exclude
contributions within limits, from gross income.
 
                                       44
<PAGE>   47
 
                REVOCATION OF TELEPHONE ASSET TRANSFER AUTHORITY

    ------------------------------------------------------------------------
    Participant/Contract Owner Name:
 
    ------------------------------------------------------------------------
    Social Security Number:
 
    ------------------------------------------------------------------------
    Birth Date:
 
I am the Participant under or Contract Owner of one or more variable annuity
contracts issued by The Variable Annuity Life Insurance Company ("VALIC"). I
hereby instruct VALIC not to accept any telephone instructions to transfer
Account Values among investment options or change the allocation of future
Purchase Payments from me, anyone representing me or anyone representing himself
or herself to be me. I understand as a result of executing this form that the
transfer of Account Values or Payout Values among investment options or changes
in the allocation of future Purchase Payments may only be effected upon the
receipt by VALIC of my written instructions.
 
<TABLE>
<S>                                                                  <C>
- ----------------------------------------------------------------     ---------------------------------------
              Participant/Contract Owner Signature                                    Date

Mail this form to any Regional Office (see the last page of your prospectus for addresses) or to the Home
  Office at the following address: VALIC, Customer Service A3-01, 2929 Allen Parkway, Houston, TX 77019.
</TABLE>
 
                                       45
<PAGE>   48
 
Please tear off, complete and return the form below to one of our Regional
Offices at the address shown on the inside back cover of this Prospectus. A
Statement of Additional Information may also be ordered by calling
1-800-44-VALIC.
 
 ................................................................................
 
                          PORTFOLIO DIRECTOR CONTRACTS
 
Please send me a free copy of the Statement of Additional Information for The
Variable Annuity Life Insurance Company Separate Account A (Portfolio Director
2).
 
                             (Please Print or Type)
 
<TABLE>
<S>                                                     <C>
- -----------------------------------------------------------------------------------------------------------

   Name: ___________________________________________    G.A. # ____________________________________________

   Address: ________________________________________    Policy # __________________________________________

   Social Security Number: _________________________

- -----------------------------------------------------------------------------------------------------------
</TABLE>
 
                                       46
<PAGE>   49
 
                CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION
<TABLE>
<CAPTION>
                                                     PAGE
                                                     ----
<S>                                                  <C>
General Information.................................   4
    Marketing Information...........................   4
    Endorsements and Published Ratings..............   6
Types of Variable Annuity Contracts.................   8
Federal Tax Matters.................................   8
    Tax Consequences of Purchase Payments...........   8
    Tax Consequences of Distributions...............   9
    Special Tax Consequences -- Early
      Distribution..................................  10
    Special Tax Consequences -- Required
      Distributions.................................  10
    Tax Free Rollovers, Transfers and Exchanges.....  11
Exchange Privilege..................................  11
    Exchanges From Portfolio Director, Exchanges
      From Portfolio Director 2.....................  11
    Exchanges From Independence Plus Contracts......  12
    Exchanges From V-Plan Contracts.................  13
    Exchanges From SA-1 and SA-2 Contracts..........  14
    Exchanges From Impact Contracts.................  15
    Exchanges From Compounder Contracts.............  16
    Information Which May Be Applicable To Any
      Exchange......................................  17
Calculation of Surrender Charge.....................  18
    Illustration of Surrender Charge on Total 
      Surrender.....................................  18
    Illustration of Surrender Charge on a 10%
      Partial Surrender Followed by a Full
      Surrender.....................................  18
Purchase Unit Value.................................  19
    Illustration of Calculation of Purchase Unit
      Value.........................................  19
    Illustration of Purchase of Purchase Units......  19
Performance Calculations............................  19
    Money Market Division Yields....................  19
    Calculation of Yield for Money Market
      Division Six..................................  19
    Illustration of Calculation of Yield for Money
      Market Division Six...........................  19
    Calculation of Effective Yield for Money Market
      Division Six..................................  19
    Illustration of Calculation of Effective Yield
      for Money Market Division Six.................  19
Standardized Yield for Bond Fund Divisions..........  20
    Calculation of Standardized Yield for Bond Fund
      Divisions.....................................  20
    Illustration of Calculation of Standardized
      Yield for Bond Fund Divisions.................  20
    Calculation of Average Annual Total Return......  21
Performance Information.............................  22
    Hypothetical $10,000 Account Value and
      Cumulative Return as Compared
      to Benchmark Tables...........................  22
    Performance Compared to Market Indices..........  22
    AGSPC Growth Division Fifteen Performance
      Compared to S&P 500 Index.....................  25
    AGSPC International Government Bond Division
      Thirteen Performance Compared to Salomon
      Brothers Non-U.S. Dollar World Government Bond
      Index.........................................  25
 
<CAPTION>
                                                     PAGE
                                                     ----
<S>                                                  <C>
    AGSPC Money Market Division Six Performance
      Compared to Certificate of Deposit Primary
      Offering by New York City Banks, 30 Day
      Index.........................................  26
    AGSPC Science & Technology Division Seventeen
      Performance Compared to S&P 500 Index.........  26
    AGSPC Social Awareness Division Twelve
      Performance Compared to S&P 500 Index.........  27
    AGSPC Stock Index Division Ten Performance
      Compared to S&P 500 Index.....................  27
    Founders Growth Division Thirty Compared to S&P
      500 Index.....................................  28
    Neuberger & Berman Guardian Trust Division
      Twenty-nine Compared to S&P 500 Index.........  28
    Putnam Global Growth Division Twenty-eight
      Compared to MCSI World Index..................  29
    Putnam New Opportunities Division Twenty-six
      Compared to S&P 500 Index.....................  29
    Putnam OTC Emerging Growth Division
      Twenty-seven Compared to Russell 2000 Index
      and S&P 500 Index.............................  30
    Scudder Growth and Income Division Twenty-one
      Compared to S&P 500 Index.....................  30
    Templeton Foreign Division Thirty-two Compared
      to EAFE Index.................................  31
    Twentieth Century Ultra Investors Division
      Thirty-one Compared to S&P 500 Index and
      NASDAQ Composite Index........................  31
    Vanguard Fixed Income Securities Fund -- Long-
      Term Corporate Portfolio Division Twenty-two
      Compared to Merrill Lynch Corporate Master
      Index.........................................  32
    Vanguard Fixed Income Securities Fund -- Long-
      Term U.S. Treasury Portfolio Division
      Thirty-one Compared to Lehman Brothers U.S.
      Treasury Long-Term Index......................  32
    Vanguard/Wellington Division Twenty-five
      Compared to S&P 500 Index and Merrill Lynch
      Corporate Master Index........................  33
    Vanguard/Windsor II Division Twenty-four
      Compared to S&P 500 Index.....................  33
Payout Payments.....................................  34
    Assumed Investment Rate.........................  34
    Amount of Payout Payments.......................  34
    Payout Unit Value...............................  34
    Illustration of Calculation of Payout Unit
      Value.........................................  35
    Illustration of Payout Payments.................  35
Distribution of Variable Annuity Contracts..........  36
Experts.............................................  36
Comments on Financial Statements....................  37
</TABLE>
 
                                       47
<PAGE>   50
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                 FOR ADDITIONAL INFORMATION ABOUT THE CONTRACTS
                     CONTACT YOUR NEAREST REGIONAL OFFICE:
 
10851 N. Black Canyon Hwy
Suite 700
Phoenix, AZ 85029
(602) 678-1700
 
222 South Harbor Blvd.
10th Floor
Anaheim, CA 92805
(714) 774-7844
 
1900 O'Farrell St.
Suite 390
San Mateo, CA 94403
(415) 574-5433
 
165 South Union Blvd. West
Suite 1050
Lakewood, CO 80228
(303) 988-3344
 
10006 N. Dale Mabry Hwy.
Suite 113
Tampa, FL 33618
(813) 961-1611
 
100 Ashford Center North
Suite 100
Atlanta, GA 30338
(770) 395-4700
 
230 West Monroe
Suite 1550
Chicago, IL 60606
(312) 368-1001
 
8555 North River Road
Suite 420
Indianapolis, IN 46240
(317) 574-7145
 
7310 Ritchie Highway
Suite 800
Glen Burnie, MD 21061
(410) 768-2330
 
1301 West Long Lake Road
Suite 340
Troy, MI 48098
(810) 641-0022

8500 Normandale Lake Blvd.
Suite 750
Bloomington, MN 55437
(612) 893-1099

410 Amherst Street
Suite 250
Nashua, NH 03063
(603) 883-3840

90 Woodbridge Ctr. Dr.
Suite 410
Woodbridge, NJ 07095
(908) 750-5611

University Tower
3100 Tower Blvd.
Suite 1601, Box 50
Durham, NC 27707
(919) 489-6529

Two Summit Park Drive
Suite 410
Independence, OH 44131
(216) 520-2028

1800 S.W. First Avenue
Suite 505
Portland, OR 97201
(503) 223-6288

1767 Sentry Pkwy. West 19
Suite 300
Blue Bell, PA 19422
(215) 646-8030

5400 LBJ Freeway
Suite 1340
Dallas, TX 75240
(214) 490-1515

800 Gessner
Suite 1280
Houston, TX 77024
(713) 465-2253
 
   There are also more than thirty-five branch offices located throughout the
                                    country.
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
            2929 ALLEN PARKWAY, HOUSTON, TEXAS 77019 1-800-44-VALIC
                           TDD NUMBER 1-800-35-VALIC
                FOR UNIT VALUE INFORMATION CALL: 1-800-42-VALIC
             FOR ASSET TRANSFERS BY TELEPHONE CALL: 1-800-42-VALIC
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>   51
 
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
 
                               SEPARATE ACCOUNT A
                       UNITS OF INTEREST UNDER GROUP AND
                     INDIVIDUAL VARIABLE ANNUITY CONTRACTS
                              PORTFOLIO DIRECTOR 2
                             FOR SERIES 2.1 - 2.11
 
        ----------------------------------------------------------------
 
                      STATEMENT OF ADDITIONAL INFORMATION

        ----------------------------------------------------------------
 
                                FORM N-4 PART B
                                  JULY 1, 1996
 
This Statement of Additional Information is not a prospectus but contains
information in addition to that set forth in the prospectus for Portfolio
Director 2 dated July 1, 1996 ("Contracts") and should be read in conjunction
with the prospectus. The terms used in this Statement of Additional Information
have the same meaning as those set forth in the prospectus. A prospectus may be
obtained by calling or writing the Company, or The Variable Annuity Marketing
Company (the "Underwriter") at 2929 Allen Parkway, Houston, Texas 77019;
1-800-44-VALIC. Prospectuses are also available from regional sales offices of
the Underwriter or from its registered sales representatives.
 
(*Portfolio Director 2 is composed of Contract Forms UIT-194, UITG-194,
  UITN-194, UIT-IRA-194, and UIT-SEP-194.)
 
                                       1
<PAGE>   52
 
                               TABLE OF CONTENTS
 
<TABLE>
<S>                                                                                     <C>
General Information...................................................................    4
  Marketing Information...............................................................    4
  Endorsements and Published Ratings..................................................    6
Types of Variable Annuity Contracts...................................................    8
Federal Tax Matters...................................................................    8
  Tax Consequences of Purchase Payments...............................................    8
  Tax Consequences of Distributions...................................................    9
  Special Tax Consequences -- Early Distribution......................................   10
  Special Tax Consequences -- Required Distributions..................................   10
  Tax Free Rollovers, Transfers and Exchanges.........................................   11
Exchange Privilege....................................................................   11
  Exchanges from Portfolio Director, Exchanges from Portfolio Director 2..............   11
  Exchanges From Independence Plus Contracts..........................................   12
  Exchanges From V-Plan Contracts.....................................................   13
  Exchanges From SA-1 and SA-2 Contracts..............................................   14
  Exchanges From Impact Contracts.....................................................   15
  Exchanges From Compounder Contracts.................................................   16
  Information Which May Be Applicable To Any Exchange.................................   17
Calculation of Surrender Charge.......................................................   18
  Illustration of Surrender Charge on Total Surrender.................................   18
  Illustration of Surrender Charge on a 10% Partial Surrender Followed by a Full
     Surrender........................................................................   18
Purchase Unit Value...................................................................   19
  Illustration of Calculation of Purchase Unit Value..................................   19
  Illustration of Purchase of Purchase Units..........................................   19
Performance Calculations..............................................................   19
  Money Market Division Yields........................................................   19
  Calculation of Yield for Money Market Division Six..................................   19
  Illustration of Calculation of Yield for Money Market Division Six..................   19
  Calculation of Effective Yield for Money Market Division Six........................   19
  Illustration of Calculation of Effective Yield for Money Market Division Six........   19
Standardized Yield for Bond Fund Divisions............................................   20
  Calculation of Standardized Yield for Bond Fund Divisions...........................   20
  Illustration of Calculation of Standardized Yield for Bond Fund Divisions...........   20
  Calculation of Average Annual Total Return..........................................   21
Performance Information...............................................................   22
  Hypothetical $10,000 Account Value and Cumulative Return as Compared to
     Benchmark Tables.................................................................   22
  Performance Compared to Market Indices..............................................   22
  AGSPC Growth Division Fifteen Performance Compared to S&P 500 Index.................   25
  AGSPC International Government Bond Division Thirteen Performance Compared to
     Salomon Brothers Non-U.S. Dollar World Government Bond Index.....................   25
  AGSPC Money Market Division Six Performance Compared to Certificate of Deposit
     Primary Offering by New York City Banks, 30 Day Index (Primary CD Index).........   26
  AGSPC Science & Technology Division Seventeen Performance Compared to S&P 500
     Index............................................................................   26
  AGSPC Social Awareness Division Twelve Performance Compared to S&P 500 Index........   27
  AGSPC Stock Index Division Ten Performance Compared to S&P 500 Index................   27
  Founders Growth Division Thirty Compared to S&P 500 Index...........................   28
  Neuberger & Berman Guardian Trust Division Twenty-nine Compared to S&P 500 Index....   28
  Putnam Global Growth Division Twenty-eight Compared to MCSI World Index and S&P 500
     Index............................................................................   29
  Putnam New Opportunities Division Twenty-six Compared to S&P 500 Index..............   29
</TABLE>
 
                                        2
<PAGE>   53
 
<TABLE>
<S>                                                                                     <C>
  Putnam OTC Emerging Growth Division Twenty-seven Compared to Russell 2000 Index and
     S&P 500 Index....................................................................   30
  Scudder Growth and Income Division Twenty-one Compared to S&P 500 Index.............   30
  Templeton Foreign Division Thirty-two Compared to EAFE Index........................   31
  Twentieth Century Ultra Investors Division Thirty-one Compared to S&P 500 Index and
     NASDAQ Composite Index...........................................................   31
  Vanguard Fixed Income Securities Fund -- Long-Term Corporate Portfolio Division
     Twenty-two Compared to Merrill Lynch Corporate Master Index......................   32
  Vanguard Fixed Income Securities Fund -- Long-Term U.S. Treasury Portfolio Division
     Twenty-three Compared to Lehman Brothers U.S. Treasury Long-Term Index...........   32
  Vanguard/Wellington Division Twenty-five Compared to S&P 500 Index and Merrill Lynch
     Corporate Master Index...........................................................   33
  Vanguard/Windsor II Division Twenty-four Compared to S&P 500 Index..................   33
Payout Payments.......................................................................   34
  Assumed Investment Rate.............................................................   34
  Amount of Payout Payments...........................................................   34
  Payout Unit Value...................................................................   34
  Illustration of Calculation of Payout Unit Value....................................   35
  Illustration of Payout Payments.....................................................   35
Distribution of Variable Annuity Contracts............................................   36
Experts...............................................................................   36
Comments on Financial Statements......................................................   37
</TABLE>
 
                                        3
<PAGE>   54
 
                              GENERAL INFORMATION
 
MARKETING INFORMATION
 
     The Company has targeted not-for-profit organizations as the central focus
of its marketing efforts for its Contracts. The Company has utilized as its
general marketing theme the concept that the Company is "America's Retirement
Plan Specialists." Specifically, the Company's marketing thrust is aimed at
individuals and groups associated with public and private schools, colleges and
universities, not-for-profit health care organizations, state and local
governments and other not-for-profit organizations.
 
     This marketing concept has proven to be successful. In the aggregate,
premium deposits to the Company have grown from $37,000 in 1956 to more than
$2.5 billion as of December 31, 1995. The number of aggregate participant
accounts has increased from 155,000 accounts in 1980 to more than 1,390,700
accounts as of December 31, 1995. The number of employer groups which have
purchased Contracts has increased by 83 percent in the past five years to more
than 20,386 as of December 31, 1995. As of December 31, 1995, the Company was
ranked in the top 1 percent of all U.S. life insurance companies with regard to
asset size. As of December 31, 1995 the Company's assets totaled $27 billion.
 
     The Company's growth can also be reviewed by examining each market segment
the Company targets.
 
     As of December 31, 1995, the Company was marketing Contracts in more than
7,911 public and private, primary and secondary schools with nearly 401,064
participant accounts for employees in public and private schools nationwide.
From December 31, 1990 to December 31, 1995, the cash value of investments in
these Contracts has increased by 96 percent while the number of public and
private school groups in these Contracts increased 34 percent and the number of
participant accounts in these Contracts increased by 44 percent.
 
     The Company has also increased its marketing efforts to colleges and
universities. From December 31, 1990 to December 31, 1995, the number of
colleges and universities which allow the Company to market Contracts to its
faculty and staff members has increased 72 percent and for the same period the
number of participant accounts has increased 48 percent. For the same time
period cash values for participants have increased 102 percent. As of December
31, 1995, more than 41 percent of United States colleges and universities allow
the Company to market Contracts to their faculty and staff members.
 
     The Company has utilized as the central focus in its marketing to college
and university faculty and staff members the theme that the Company is the
"Alternative of Choice."
 
     The Company has also had growth in the health care segment of the
not-for-profit organization market. From December 31, 1990 to December 31, 1995
Contract cash values have increased 199 percent. During the same period the
number of health care groups that have purchased these Contracts increased 78
percent and the number of participants who were in the Contracts increased 148
percent.
 
     The Company has also experienced growth in contracts sold to state and
local governmental groups. From December 31, 1990 to December 31, 1995, Contract
cash values for participants in these groups have increased 98 percent. For the
same period the number of participant accounts for individuals in these groups
in these Contracts increased 75 percent and the number of employer groups has
increased 101 percent.
 
     Additionally, several states have enacted, as an alternative to state
administered defined benefit retirement programs, Optional Retirement Plans
(ORPs). A state that sponsors an ORP will select the carriers which will be
allowed to participate in the ORP. The Company has been selected as one of the
carriers permitted to market Contracts to state employees who elect to
participate in the ORP in 24 of the last 27 states to sponsor ORPs with multiple
carriers, as of December 31, 1995. From December 31, 1990 to December 31, 1995,
in these ORPs the number of participant accounts increased 164 percent and cash
values increased 153 percent to more than $1.5 billion dollars. In addition,
during this time period annual ORP premiums doubled.
 
     The Company may, from time to time, refer to a general investment strategy
known as indexing. Several of the Divisions employ this investment
 
                                        4
<PAGE>   55
 
strategy. The Company may compare the performance of these Divisions to the S&P
500 Index, S&P MidCap 400 Index, Russell 2000 Index, Morgan Stanley Capital
International Europe, Australia, and Far East (EAFE) Index, or any other
appropriate market index. The indexes are not managed funds and have no
identifiable investment objectives.
 
     The Company may, from time to time, refer, individually or collectively, to
its package of retirement plan services. Collectively, this package of services
may be referred to as easy Retirement Plan easy Retirement Plan includes: (1)
personal, face-to-face service from highly trained VALIC Retirement Plan
Specialists; (2) informative retirement-investment education programs, seminars
and materials; (3) specialized software programs for retirement planning and
developing asset allocation strategies; (4) a wide selection of innovative,
market-responsive investment options; (5) advanced and efficient administration
of your retirement account; (6) and a financially strong and stable Company with
which to do business.
 
     From time to time the Company may refer to the diversifying process of
asset allocation based on the Modern Portfolio Theory developed by Nobel Prize
winning economist Harry Markowitz. The basic assumptions of Modern Portfolio
Theory are that the selection of individual investments has little impact on
portfolio performance, market timing strategies seldom work, markets are
efficient and selecting the suitable mix of asset classes is more important when
creating a long-term investment portfolio. Modern Portfolio Theory allows an
investor to determine an "efficient" or "optimized" portfolio that has
historically provided a higher return with the same risk or the same return with
lower risk.
 
     When presenting the asset allocation process the Company may outline the
process of personal and investment risk analysis including determining
individual risk tolerances and a discussion of the different types of investment
risk. The Company may classify investors into five categories based on their
personal risk tolerance and will quote various industry experts on which types
of investments are best suited to each of the five risk categories. The industry
experts quoted may include Ibbotson Associates, CDA Investment Technologies,
Lipper Analytical Services, Laffer-Cantos, Inc., VARDS Report, Wilson Associates
and any other expert which has been deemed by the Company to be appropriate. The
Company may also provide a historical overview of the performance of a variety
of investment market indexes and different asset classes, such as stocks, bonds,
cash equivalents, etc. The Company may also discuss investment volatility
(standard deviation) including the range of returns for different asset classes
over different time horizons, and the correlation between the returns of
different asset classes. The Company may also discuss the basis of portfolio
optimization including the required inputs and the construction of efficient
portfolios using sophisticated computer-based techniques. Finally, the Company
may describe various investment strategies and methods of implementation such as
the use of index funds vs. actively managed funds, the use of dollar cost
averaging techniques, the tax status of contributions, and the periodic
rebalancing of diversified portfolios.
 
     The Company, in its marketing efforts to each of the market segments, may
from time to time design sales literature and material specifically for that
market segment, e.g., the health care segment of the not-for-profit organization
market. This sales literature and material may also be specific to a certain
group. For example, sales literature and material may be designed for a specific
hospital. The sales literature and material would address specifically the
group's contract and retirement plan.
 
     The Company, in its marketing efforts, may also refer to the following
investment advisers referenced in the Prospectus.
 
     The Company may, from time-to-time refer to Founders Asset Management, Inc.
(FAM) as investment adviser to Founders Growth Fund (underlying Division
Thirty). FAM is a registered investment adviser first established as an asset
manager in 1938.
 
     The Company may, from time to time, refer to Neuberger & Berman Management
Inc. (N&B Management) as investment manager to the Portfolio in which Guardian
Trust (underlying Division Twenty-nine) invests. N&B Management is the
administrator and distributor of shares of the Guardian Trust. N&B Management
and its predecessor firms have specialized in the management of no-load mutual
funds since 1950. N&B Man-
 
                                        5
<PAGE>   56
 
agement had aggregate net assets under
management of approximately $11.4 billion as of December 31, 1995.
 
     The Company may, from time to time, refer to Putnam Investment Management
Inc. (PIM) as investment adviser to the Putnam New Opportunities Fund
(underlying Division Twenty-six), Putnam OTC Emerging Growth Fund (underlying
Division Twenty-seven) and Putnam Global Growth Fund (underlying Division
Twenty-eight). PIM has been managing mutual funds since 1937. As of March 31,
1996 PIM and its affiliates managed approximately $135 billion in assets.
 
     The Company may, from time to time refer to Scudder, Stevens & Clark Inc.
("Scudder") as investment adviser to the Scudder Growth and Income Fund. Scudder
was established in 1919.
 
     The Company may, from time to time, refer to Templeton Global Advisors
(TGA) Limited as investment adviser to the Templeton Foreign Fund (underlying
Division Thirty-two). TGA is an indirect wholly owned subsidiary of Franklin
Resources Inc. The Templeton organization has been investing globally over the
past 52 years and, with its affiliates, provides investment management and
advisory services to a worldwide client base, including over 4.3 million mutual
fund shareholders, foundations, endowments, employee benefit plans and
individuals.
 
     The Company may, from time to time, refer to the Wellington Management
Company (WMC) as investment adviser to the Vanguard/Wellington Fund (underlying
Division Twenty-five) and the Vanguard Fixed Income Securities Fund -- Long-Term
Corporate Portfolio (underlying Division Twenty-two). WMC is a professional
investment counseling firm which globally provides investment services to
investment companies, institutions and individuals. As of December 31, 1995, WMC
held discretionary management authority to more than $108 billion of assets.
 
     The Company may, from time to time, refer to Vanguard Group Inc., Fixed
Income Management Division (VFIM) as investment adviser to the Vanguard Fixed
Income Securities Fund -- Long-Term U.S. Treasury Portfolio (underlying Division
Twenty-three). VFIM provides investment advisory services to more than 39
Vanguard money market and bond portfolios. Total assets under management by VFIM
were $70 billion as of December 31, 1995.
 
     The Company may, from time to time, refer to Barrow, Hanley, Mewhinney &
Strauss Inc, Equinox Capital Management, Tukmann Capital Management, Inc. and
Vanguard Group Inc. Each is an investment adviser to Vanguard/Windsor II
(underlying Division Twenty-four). Barrow, Hanley, Mewhinney & Strauss Inc. is a
Texas corporation which manages a portion of the equity allocation of the
Vanguard/Windsor II. As of December 31, 1996 this portion was approximately 72%
of Vanguard/Windsor II's total assets.
 
     Equinox Capital Management, a Delaware corporation, Tukmann Capital
Management, a Maryland corporation, and Vanguard Group Inc. manage the
investment and reinvestment of a portion of the equity allocation of Vanguard/
Windsor II. As of December 31, 1996, these investment advisers each managed
approximately 10% of Vanguard/Windsor II's total assets.
 
     The Company may, from time-to-time, refer to Investors Research Corporation
(IRC) as investment adviser to the Twentieth Century Ultra Investors Fund
(underlying Division Thirty-one). IRC has been providing investment advisory
services to Twentieth Century since its founding in 1958.
 
     The Company may, from time to time, refer in advertisements or sales
materials to certain milestones which are intended to emphasize the Company's
growth and development in assets, groups and various market segments. The
Company may also refer to other versions of Portfolio Director in advertisements
or sales material. The Company may refer to certain innovative aspects of its
products such as having a variety of publicly available mutual funds as Variable
Account Options. Additionally the Company may refer from time to time in
advertisements or sales materials to marketing strategies it utilizes to promote
the Company's business objectives. Further, the Company may refer from time to
time in advertisements or sales materials to certain value-added services it
provides to its groups, Contract Owners and Participants.
 
ENDORSEMENTS AND
PUBLISHED RATINGS
 
     From time to time, in advertisements or in reports to Contract Owners, the
Company may refer to its endorsements. Endorsements are often in the form of a
list of organizations, individuals or other parties which recommend the Com-
 
                                        6
<PAGE>   57
 
pany or the Contracts. The endorser's name will
be used only with the endorser's consent. It should be noted that the list of
endorsements may change from time to time.
 
     Also from time to time, the rating of the Company as an insurance company
by A. M. Best may be referred to in advertisements or in reports to Contract
Owners. Each year the A. M. Best Company reviews the financial status of
thousands of insurers, culminating in the assignment of Best's Ratings. These
ratings reflect their current opinion of the relative financial strength and
operating performance of an insurance company in comparison to the norms of the
life/health insurance industry. Best's Ratings range from A++ to F. The
Company's rating is A++. An A++ rating means, in the opinion of A. M. Best, that
the insurer has demonstrated the strongest ability to meet its respective
policyholder and other contractual obligations.
 
     In addition, the claims-paying ability of the Company as measured by the
Standard and Poor's Ratings Group may be referred to in advertisements or in
reports to Contract Owners. A Standard and Poor's insurance claims-paying
ability rating is an assessment of an operating insurance company's financial
capacity to meet the obligations of its insurance policies in accordance with
their terms. Standard and Poor's ratings range from AAA to D. The Company's
claims-paying ability rating is AAA, which is defined as superior.
 
     Further, from time to time the Company may refer to Moody's Investor's
Service's rating of the Company. Moody's Investor's Service's financial strength
ratings indicate an insurance company's ability to discharge senior policyholder
obligations and claims and are based on an analysis of the insurance company and
its relationship to its parent, subsidiaries and affiliates. Moody's Investor's
Service's ratings range from Aaa to C. The Company's rating is Aa2 which is
defined as excellent.
 
     The Company may additionally refer to its Duff & Phelp's rating. A Duff &
Phelp's rating is an assessment of a Company's insurance claims paying ability.
Duff & Phelp's ratings range from AAA to CCC. Duff & Phelp's rates the claims
paying ability of the Company as AAA. An AAA rating reflects that the Company
has the highest claims paying ability.
 
     Ratings relate to the claims paying ability of the Company's General
Account and not the investment characteristics of the Separate Account.
 
     The Company may from time to time, refer to Lipper Analytical Services
Incorporated ("Lipper"), Morningstar, Inc. ("Morningstar") and CDA/Wiesenberger
Investment Companies (CDA/Wiesenberger) when discussing the performance of its
Divisions. Lipper, Morningstar and CDA/Wiesenberger are leading publishers of
statistical data about the investment company industry in the United States.
 
     Additionally, the Company may compare the performance of the Divisions to
categories published by Lipper and Morningstar. Morningstar has not, however,
ranked the Neuberger & Berman Guardian Trust. The published categories which may
be utilized in comparison with the performance of the Divisions include the
Morningstar Growth and Income Mutual Fund Category, Morningstar Aggressive
Growth Mutual Fund Category, Morningstar Growth Mutual Fund Category,
Morningstar International Stock Mutual Fund Category, Lipper Growth and Income
Mutual Fund Category, Lipper Small Company Growth Mutual Fund Category, Lipper
Growth Mutual Fund Category and Lipper International Mutual Fund Category.
Additional Lipper or Morningstar categories may be utilized if they are deemed
by the Company relevant to the performance of the Company's Divisions.
 
     The Company may, from time to time, refer to The Variable Annuity Research
& Data Services (VARDS) Report. The VARDS Report offers monthly analysis of the
variable annuity industry, including marketing and performance information.
 
     Finally the Company will utilize as a comparative measure for the
performance of its Funds the Consumer Price Index ("CPI"). The CPI is a measure
of change in consumer prices, as determined in a monthly survey of the U.S.
Bureau of Labor Statistics. Housing costs, transportation, food, electricity,
changes in taxes and labor costs are among the CPI components. The CPI provides
a tool for determining the impact of inflation on an individual's purchasing
power.
 
                                        7
<PAGE>   58
 
TYPES OF VARIABLE ANNUITY
CONTRACTS
 
     Three types of Contracts are offered in connection with the prospectus to
which this Statement of Additional Information relates:
 
(1) single payment immediate annuity Contracts;
 
(2) single payment deferred annuity Contracts; and
 
(3) flexible payment deferred annuity Contracts.
 
     Under single payment Contracts, only one Purchase Payment is made by the
Contract Owner. Under flexible payment Contracts, Purchase Payments generally
are made until retirement age is reached. However, no Purchase Payments are
required to be made after the first payment. Purchase Payments are subject to
any minimum payment requirements under the Contract.
 
     Under deferred annuity contracts, Purchase Payments are invested and
accumulate on a fixed or variable basis until the date the Contract Owner
selects to commence annuity payments.
 
     Under immediate annuity Contracts, the first annuity payment is made on the
first day of the second month after the Purchase Payment is received. During the
period before the Annuity Date, the Purchase Payments are invested in the same
manner, and the other terms and conditions (including the options and rights of
Contract Owners, Annuitants and Beneficiaries) are the same under immediate
annuity Contracts as under deferred annuity Contracts.
 
     The Contracts are non-participating and will not share in any of the
profits of the Company.
 
FEDERAL TAX MATTERS
 
     This Section summarizes the major tax consequences of contributions,
payments, and withdrawals under Portfolio Director 2, during life and at death.
 
     It is the opinion of VALIC and its tax counsel that a Qualified Contract
described in section 403(a), 403(b), or 408(b) of the Code does not lose its
deferred tax treatment if Purchase Payments under the contract are invested in
publicly available mutual funds. If investment in publicly available mutual
funds were to cause the tax deferral provisions described below for these
specific types of contracts not to apply, you would be currently taxed on
transfers, redemptions, purchase payments and dividend and capital gains
distributions.
 
     In addition, it is also the opinion of VALIC and its tax counsel that, for
each other type of Qualified Contract an independent exemption provides tax
deferral regardless of ownership of the Mutual Fund shares.
 
     Investment earnings on contributions to Non-Qualified Contracts generally
will be taxed currently to the owner, and the contracts will not be treated as
annuities for federal income tax purposes. For this reason, Non-Qualified
Contracts will be offered and sold only to non-natural persons pursuant to the
meaning of Section 72 of the Code.
 
TAX CONSEQUENCES OF PURCHASE PAYMENTS
 
     403(b) Annuities. Purchase Payments made by Section 501(c)(3) tax-exempt
organizations and public educational institutions toward Contracts for their
employees are excludable from the gross income of employees, to the extent
aggregate Purchase Payments do not exceed several competing tax limitations.
This gross income exclusion applies both to employer contributions and to your
voluntary salary reduction contributions.
 
     Your voluntary salary reduction contributions are generally limited to the
lesser of $9,500 or 20% of salary, although additional, "catch-up" contributions
are permitted under certain circumstances. Combined employer and salary
reduction contributions are generally limited to approximately 20% of salary. In
addition, after 1988 employer contributions for highly compensated employees may
be further limited by applicable nondiscrimination rules.
 
     401(a) and 403(a) Qualified Plans. Purchase Payments made by an employer
(or a self-employed individual) under a qualified pension, profit-sharing or
annuity plan are excluded from the gross income of the employee. Purchase
Payments made by an employee generally are made on an after-tax basis, unless
eligible for pre-tax treatment by reason of Sections 401(k) or 414(h).
 
                                        8
<PAGE>   59
 
     408(b) Individual Retirement Annuities ("IRAs"). Tax-deductible
contributions for IRA Contracts are limited to the lesser of $2,000 or 100% of
compensation, and may be made only by individuals who:
 
 (i) are not (and whose spouses are not) active participants in another
     retirement plan;
 
 (ii) are active participants in another retirement plan, but are unmarried and
      have adjusted gross income of $25,000 or less; or
 
(iii) are active participants (or whose spouse is) in another retirement plan,
      but are married and have adjusted gross income of $40,000 or less.
 
     Active participants in other retirement plans whose adjusted gross income
exceeds the limits in (ii) or (iii) by less than $10,000 are entitled to make
deductible IRA contributions in proportionately reduced amounts. If an IRA is
established for a nonworking spouse who has no compensation, the annual
tax-deductible Purchase Payments for both spouses' Contracts cannot exceed the
lesser of $2,250 or 100% of the working spouse's earned income, and no more than
$2,000 may be contributed to either spouse's IRA for any year.
 
     You may be eligible to make nondeductible IRA contributions in excess of:
 
 (i) the lesser of $2,000 ($2,250 for you and your spouse's IRA) or 100% of
     compensation, over
 
(ii) your applicable IRA deduction limit.
 
     You may also make unlimited contributions of eligible rollover amounts from
other qualified plans. See Tax-Free Rollovers, Transfers and Exchanges.
 
     457 Plans. A unit of a state or local government may establish a deferred
compensation program for individuals who perform services for the government
unit. In addition, a non-governmental tax-exempt employer may establish an
eligible deferred compensation program for individuals who: (i) perform services
for the employer, and (ii) belong to a select group of management or highly
compensated employees and/or independent contractors.
 
     This type of program allows eligible individuals to defer the receipt of
compensation (and taxes thereon) otherwise presently payable to them. If the
program is an eligible deferred compensation plan (an "EDCP"), you may
contribute (and defer tax on) the lesser of $7,500 or 33 1/3% of your
"includible" compensation (compensation from the employer currently includible
in taxable income). Additional, catch-up deferrals are permitted in your final
three years before normal retirement age.
 
     The employer uses deferred amounts to purchase the Contracts offered by
this prospectus. The Contract is owned by the employer and remains subject to
the claims of the employer's general creditors. The employee has no present
rights to vested interest in the Contract and is entitled to payment only in
accordance with the EDCP provisions.
 
     SEP. Employer contributions under a SEP are made to a separate individual
retirement account established for each participating employee, and generally
must be made at a rate representing a uniform percent of participating
employees' compensation. Employer contributions are excludable from employees'
taxable income, and after 1993 cannot exceed the lesser of $30,000 or 15% of
your compensation.
 
     Employees of certain small employers (other than tax-exempt organizations)
may contribute pretax, on a salary reduction basis, to the SEP. These salary
reduction contributions may not exceed $7,000, indexed for inflation in later
years.
 
     Non-Qualified Contracts. Non-natural persons may purchase a Non-Qualified
Contract. However, any increase in the Purchase Unit Value of a Non-Qualified
Contract resulting from the investment performance of VALIC Separate Account A
is taxable to the Contract Owner when credited to it.
 
TAX CONSEQUENCES OF DISTRIBUTIONS
 
     403(b) Annuities. Voluntary salary reduction amounts accumulated after
December 31, 1988, and earnings on voluntary contributions before and after that
date, may not be distributed before one of the following:
 
(1) attainment of age 59 1/2;
 
(2) separation from service;
 
(3) death;
 
(4) disability, or
 
                                        9
<PAGE>   60
 
(5) hardship (hardship distributions are limited to salary reduction
    contributions only, exclusive of earnings thereon).
 
     Distributions are taxed as ordinary income to the recipient in accordance
with Section 72.
 
     401(a) and 403(a) Qualified Plans. Distributions from Contracts purchased
under qualified plans are taxable as ordinary income, except to the extent
allocable to an employee's after-tax contributions (investment in the Contract).
If you or your Beneficiary receive a "lump sum distribution" (legally defined
term), the taxable portion may be subject to special 5-year or 10-year income
averaging treatment. Ten-year income averaging uses tax rates in effect for
1986, allows 20% capital gains treatment for the taxable portion of a lump sum
distribution attributable to years of service before 1974, and is available if
you were 50 or older on January 1, 1986.
 
     408(b) IRAs and SEPs. Distributions are taxed as ordinary income to the
recipient.
 
     457 Plans. Amounts received from an EDCP are includible in gross income for
the taxable year in which are paid or otherwise made available to the recipient.
 
     Non-Qualified Contracts. The investment performance of the VALIC Separate
Account A is taxable when credited to the contract owner whether or not
distributed.
 
SPECIAL TAX CONSEQUENCES -- EARLY
DISTRIBUTION
 
     403(b) Annuities, 401(a) and 403(a) Qualified Plans, 408(b) IRAs and
SEPs. Taxable distributions received before the recipient attains age 59 1/2
generally are subject to a 10% penalty tax in addition to regular income tax.
Distributions on account of the following generally are excepted from this
penalty tax:
 
(1) death;
 
(2) disability;
 
(3) separation from service after a participant reaches age 55;
 
(4) separation from service at any age if the distribution is in the form of
    substantially equal periodic payments over the life (or life expectancy) of
    the Participant (or the Participant and Beneficiary), and
 
(5) distributions which do not exceed the employee's tax deductible medical
    expenses for the taxable year of receipt.
 
     457 Plans. Distributions generally may be made under an EDCP prior to
separation from service only for unforeseeable emergencies, and are includible
in the recipient's gross income in the year paid.
 
     Non-Qualified Contracts. No penalties apply for early distributions under
Non-Qualified Contracts sold to non-natural persons.
 
SPECIAL TAX CONSEQUENCES -- REQUIRED DISTRIBUTIONS
 
     403(b) Annuities. Generally, minimum required distributions must commence
no later than April 1 of the calendar year following the calendar year in which
the Participant attains age 70 1/2; required distributions must be made over a
period that does not exceed the life or life expectancies of the Participant (or
lives or joint life expectancies of the Participant and Beneficiary). The
minimum amount payable can be determined several different ways. Participants
employed by governmental entities and certain church organizations may delay the
commencement of payments until April 1 of the calendar year following retirement
if still employed at age 70 1/2. A penalty tax of 50% is imposed on the amount
by which the minimum required distribution in any year exceeds the amount
actually distributed in that year.
 
     Amounts accumulated under a Contract on December 31, 1986 may be paid in a
manner that meets the above rule or, alternatively:
 
(i)  must begin to be paid when Participant attains age 75; and
 
(ii) the present value of payments expected to be made over the life of the
     Participant, (under the option chosen) must exceed 50% of the present value
     of all payments expected to be made (the "50% rule").
 
     The 50% rule will not apply if a Participant's spouse is the joint
annuitant. Notwithstanding these pre-January 1, 1987 rules the entire contract
balance must meet the minimum distribution incidental benefit requirement of
Section 403(b)(10).
 
                                       10
<PAGE>   61
 
     At the Participant's death before payout has begun, Contract amounts
generally either must be paid to the Beneficiary within 5 years, or must begin
within 1 year of death and be paid over the life or life expectancy of the
Beneficiary. If death occurs after commencement of (but before full) payout,
distributions generally must continue at least as rapidly as under the method
elected by the Participant and in effect at the time of death.
 
     401(a) and 403(a) Qualified Plans. Minimum distribution requirements for
Qualified Plans, are generally the same as described for 403(b) Annuities,
except that:
 
(1) there is no exception for pre-1987 amounts; and
 
(2) there is no available postponement, past April 1 of the calendar year
    following the calendar year in which age 70 1/2 is attained, if the
    Participant remains employed.
 
     408(b) IRAs and SEPs. Minimum distribution requirements are generally the
same as described above for 403(b) Annuities, except that:
 
(1) there is no exception for pre-1987 amounts; and
 
(2) there is no available postponement, past April 1 of the calendar year
    following the calendar year in which age 70 1/2 is attained, if the
    Participant remains employed.
 
     457 Plans. Beginning January 1, 1989, the minimum distribution requirements
for EDCP's are generally the same as described above for 403(b) Annuities,
except that there is no exemption or postponement.
 
     Non-Qualified Contracts. Non-Qualified Contracts do not require
commencement of distributions at any particular time and do not limit the
duration of annuity payments.
 
TAX-FREE ROLLOVERS, TRANSFERS AND
EXCHANGES
 
     403(b) Annuities. Tax free transfers between 403(b) annuity contracts
and/or 403(b)(7) custodial accounts, and tax-free rollovers from 403(b) programs
to IRAs or other 403(b) programs, are permitted under certain circumstances.
 
     401(a) and 403(a) Qualified Plans. The taxable portion of certain
distributions may be transferred in a tax-free rollover to an individual
retirement account or annuity, or to another such plan.
 
     408(b) IRAs. Funds may be transferred tax-free to an IRA Contract, from a
403(b) Annuity, or 401(a) or 403(a) Qualified Plan, under certain conditions.
These amounts may subsequently be rolled over on a tax-free basis to another
such plan or 403(b) Annuity Contract from this "conduit" IRA. In addition,
tax-free rollovers may be made from one IRA to another provided that no more
than one such rollover is made during any twelve-month period.
 
     SEPs. Funds may be rolled over tax free from one SEP only to another SEP or
an IRA.
 
     457 Plans. Tax-free transfer of EDCP amounts are permitted only to another
EDCP.
 
EXCHANGE PRIVILEGE
 
     In the prospectus we described generally how under certain conditions we
will allow you to exchange from other fixed and/or variable contracts we issue
(other contracts) to Portfolio Director 2. These other contracts are listed in
the prospectus. A more detailed comparison of the features, charges and
restrictions between each of these listed other contracts and Portfolio Director
2 provided below.
 
     In the prospectus we also describe exchanges between Portfolio Director and
Portfolio Director 2 and the restrictions imposed on those exchanges.
Specificially once you have exchanged between Portfolio Director and Portfolio 2
you must wait 120 days before making another exchange between Portfolio Director
and Portfolio Director 2.
 
EXCHANGES FROM PORTFOLIO DIRECTOR,
EXCHANGES FROM PORTFOLIO DIRECTOR 2
 
  Sales/Surrender Charges.
 
     Portfolio Director and Portfolio Director 2 have the same provisions for
imposing surrender charges upon total or partial surrenders. Both Portfolio
Director and Portfolio Director 2 have the same provisions where surrender
charges are not imposed. For purposes of satisfying the fifteen-year and
five-year holding requirements described in "Surrender Charges" in the
prospectus, Portfolio Director 2 will be deemed to have been issued on the same
date as Portfolio Director. Purchase Payments exchanged into Portfolio Director
2 will be treated as Purchase Payments
 
                                       11
<PAGE>   62
 
under Portfolio Director 2 for purposes of calculating surrender charges.
Exchanged payments will be deemed to have been made under Portfolio Director 2
on the date they were made to Portfolio Director for purposes of calculating the
surrender charge under Portfolio Director 2.
 
  Other Charges
 
     Portfolio Director and Portfolio Director 2 have the same provisions for
imposing the quarterly account maintenance fee.
 
     Both Portfolio Director and Portfolio Director 2 impose an additional daily
charge with an annualized rate of 1.00% to 1.25% depending upon the Variable
Account Option selected, if any, on the daily net asset value of VALIC Separate
Account A. This charge is to cover expenses not covered by the account
maintenance charge and to compensate the Company for assuming mortality risks.
Under Portfolio Director 2 the Company will reimburse to certain Divisions any
fees it receives from a Mutual Fund for providing the Mutual Fund administrative
and shareholder services.
 
  Investment Options
 
     Under Portfolio Director, sixteen divisions of VALIC Separate Account A are
available, thirteen of which invest in different investment portfolios of AGSPC
and three divisions of which invest in other mutual fund portfolios. These
mutual fund portfolios are managed either by the Company, the Dreyfus
Corporation or Templeton Investment Counsel Inc. for advisory fees at annual
rates ranging from .29% to .90% of each portfolio's or mutual fund's average
daily net assets. Two fixed investment options are also available.
 
     Under Portfolio Director 2, eighteen divisions of VALIC Separate Account A
are available, 6 of which invest in a different portfolio of AGSPC and 12
divisions of which invest in other publicly available mutual fund portfolios.
These mutual fund portfolios are managed either by the Company or other
investment managers for advisory fees ranging from 0.01% to 1.00% of each
portfolio's or mutual fund's average daily net assets. Two fixed investment
options are also available.
 
  Annuity Options
 
     Both Portfolio Director and Portfolio Director 2 provide the same annuity
options.
 
EXCHANGES FROM INDEPENDENCE PLUS
CONTRACTS
 
     Sales/Surrender Charges. Under an Independence Plus Contract, no sales
charge is deducted at the time a Purchase Payment is made, but a surrender
charge may be imposed on partial or total surrenders. The surrender charge may
not exceed 5% of any Purchase Payments withdrawn within five years of the date
such Purchase Payments were made. The most recent Purchase Payments are deemed
to be withdrawn first. Up to 10% of the Account Value may be surrendered in a
Participant Year without any surrender charge being imposed. Portfolio Director
2 imposes a similar surrender charge upon total or partial surrenders. Both the
Portfolio Director 2 and Independence Plus Contracts have other similar
provisions where surrender charges are not imposed. However, Portfolio Director
2 provides at least one additional provision, not included in Independence Plus
Contracts, under which no surrender charge will be imposed. An additional
provision allows election of a systematic withdrawal method without surrender
charges. (See "Surrender Charges" in the prospectus.) For purposes of satisfying
the fifteen-year and five-year holding requirements described in "Surrenders
Charges" in the prospectus, Portfolio Director 2 will be deemed to have been
issued on the same date as the Independence Plus Contract or certificate
thereunder, but no earlier than January 1, 1982. Purchase Payments exchanged
into Portfolio Director 2 and which were made within five years before the date
of exchange will be treated as Purchase Payments under Portfolio Director 2 for
purposes of calculating surrender charges. Exchanged payments will be deemed to
have been made under Portfolio Director 2 on the date they were made to
Independence Plus Contracts for purposes of calculating the surrender charge
under Portfolio Director 2.
 
     Other Charges. Under the Independence Plus Contracts, a maintenance charge
of $20 is assessed for the first year and an annual charge of $15 is assessed
for the second and later years during the accumulation period. The charge is due
in quarterly installments. A daily fee is charged at the annual rate of 1% of
the daily net asset value allocable to the Variable Subaccounts to cover
administrative expenses (other than those covered by the annual charge) and
mortality risks assumed by the Company. For Portfolio
 
                                       12
<PAGE>   63
 
Director 2, a quarterly account maintenance charge of $3.75 is assessed for each
calendar quarter during the Purchase Period during which any Variable Account
Option Account Value is credited to a Participant's Account. The charge is to
reimburse the Company for some of the administrative expenses associated with
the Variable Account Options. No charge is assessed for any calendar quarter if
the Account Value is credited only to the Fixed Account Options throughout the
quarter. Such charge begins immediately if an exchange is made into any Variable
Account Option offered under Portfolio Director 2. The charge may also be
reduced or waived by the Company for Portfolio Director 2 if the administrative
expenses are expected to be lower for that Contract. (See "Reduction or Waiver
of Account Maintenance Fee or Surrender Charges" in the prospectus) To cover
expenses not covered by the account maintenance charge and to compensate the
Company for assuming mortality risks under Portfolio Director 2, an additional
daily charge with an annualized rate of 1.00% or 1.25%, depending upon the
Variable Account Options selected, if any, on the daily net asset value of VALIC
Separate Account A is attributable to Portfolio Director 2. (See "Separate
Account Charges" and "Separate Account Expense Reimbursement" in the prospectus)
 
     Investment Options. Under Independence Plus Contracts ten divisions of
VALIC Separate Account A are available variable investment alternatives, each
investing in shares of a different underlying fund of AGSPC portfolio. The ten
mutual funds are managed by the Company for advisory fees at annual rates
ranging from .29% to .50% of each respective portfolio's average daily net
assets. In addition, two fixed investment options are available. Under Portfolio
Director 2, eighteen divisions of VALIC Separate Account A are available, six of
which invest in a different investment portfolio of AGSPC and twelve divisions
of which invest in other publicly available mutual fund portfolios. These mutual
fund portfolios are managed either by the Company, or other investment advisers
for advisory fees at annual rates ranging from .01% to 1.00% of each portfolio's
or mutual fund's average daily net assets. Two fixed investment options are also
available.
 
     Annuity Options. Annuity options under Independence Plus Contracts provide
for payments on a fixed or variable basis, or a combination of both. The
Independence Plus Contract permits annuity payments for a designated period
between 3 and 30 years on a fixed basis only. Portfolio Director 2 permits
annuity payments for a designated period between of 5 and 30 years on a fixed
basis only. Independence Plus Contracts and Portfolio Director 2 both provide
for "betterment of rates." Under this provision, annuity payments for fixed
annuities will be based on mortality tables then being used by the Company, if
more favorable to the Annuitant than those included in the Contract.
 
EXCHANGES FROM V-PLAN CONTRACTS
 
     Sales/Surrender Charges. Under a V-Plan Contract, no sales charge is
deducted at the time a Purchase Payment is made, but a surrender charge may be
imposed on partial or total surrenders. The surrender charge is equal to 7% of
the Purchase Payments withdrawn within five years of the date such Purchase
Payments were made. The most recent Purchase Payments are deemed to be withdrawn
first. Up to 10% of the account value may be surrendered in a Participant Year
without any surrender charge being imposed. Portfolio Director 2 also imposes a
surrender charge upon total or partial surrenders. However, the surrender charge
under Portfolio Director 2 may not exceed 5% of any Purchase Payments withdrawn
within the most recent five years prior to the receipt of the surrender request
by the Company at its Home Office. V-Plan Contracts have other provisions where
surrender charges are not imposed. However, Portfolio Director 2 provides at
least two additional provisions, not included in V-Plan Contracts, under which
no surrender charge will be imposed. Those Portfolio Director 2 provisions
include no surrender charges on an election of the no charge systematic
withdrawal method, and where an employee-participant has maintained the account
for a period of five years and has attained the age 59 1/2. (See "Surrender
Charges" in the prospectus.) For purposes of satisfying the fifteen-year and
five-year holding requirements, Portfolio Director 2 will be deemed to have been
issued on the same date as the V-Plan Contract or certificate thereunder, but no
earlier than January 1, 1982.
 
     If there is a total or partial surrender, Purchase Payments exchanged into
Portfolio Directors 2 and which were made within five years before the date of
exchange will be treated as
 
                                       13
<PAGE>   64
 
Purchase Payments under Portfolio Director 2 for purposes of calculating
surrender charges. Exchanged payments will be deemed to have been made under
Portfolio Director 2 on the date they were made to the V-Plan Contract for
purposes of calculating the surrender charge under Portfolio Director 2.
 
     Other Charges. There are no administrative and risk charges under V-Plan
Contracts. For Portfolio Director 2, a quarterly account maintenance charge of
$3.75 is assessed for each calendar quarter during the Purchase Period during
which any Variable Account Option Account Value is credited to a Participant's
Account. The charge is to reimburse the Company for some of the administrative
expenses associated with the Variable Account Options. No charge is assessed for
any calendar quarter if the Account Value is credited only to the Fixed Account
Options throughout the quarter. Such charges begin immediately if an exchange is
made into any Variable Account Option offered under Portfolio Director 2. The
charge may also be reduced or waived by the Company on Portfolio Director 2 if
the administrative expenses are expected to be lower for that Contract. (See
"Reduction or Waiver of Account Maintenance Fee or Surrender Charges" in the
prospectus.) To cover expenses not covered by the account maintenance charge and
to compensate the Company for assuming mortality risks under Portfolio Director
2, an additional daily charge with an annualized rate of 1.00% or 1.25%,
depending upon the Variable Account Options selected, if any, on the daily net
asset value of the VALIC Separate Account A is attributable to Portfolio
Director 2. (See "Separate Account Charges" and "Separate Account Expense
Reimbursement" in the prospectus.)
 
     Investment Options. There are no variable investment alternatives provided
under V-Plan Contracts.
 
     Annuity Options. Annuity options under V-Plan Contracts provide for
payments on a fixed basis only. The V-Plan Contract permits annuity payments for
a designated period of 1 to 15 years. Under a V-Plan Contract, the designated
period option may, subject to adverse tax consequences, be commuted at any time
for its remaining value. Portfolio Director 2 permits Payout Payments for a
designated period of between 5 and 30 years on a fixed basis only. Under
Portfolio Director 2, Payout Payments may be made on a fixed or variable basis,
or a combination of both. Portfolio Director 2 does not provide for commutation.
V-Plan Contracts and Portfolio Directors 2 both provide for "betterment of
rates." Under this provision, Payout Payments for fixed annuities will be based
on mortality tables then being used by the Company, if more favorable to the
Annuitant than those included in the Contract.
 
EXCHANGES FROM SA-1 AND SA-2 CONTRACTS (GUP-64, GUP-74, GTS VA CONTRACTS)
 
     Sales/Surrender Charges. Under the SA-1 and SA-2 Contracts a sales and
administrative charge is deducted from each Purchase Payment. This charge ranges
from 5% of the first $5,000 of Purchase Payments to 3% of Purchase Payments in
excess of $15,000. If a SA-1 or SA-2 Contract is exchanged for Portfolio
Director 2 the surrender charge under Portfolio Director 2 will not apply to the
amount of Account Value applied to Portfolio Director 2 ("Exchanged Amount").
Purchase Payments made to Portfolio Director 2, however, would be subject to
surrender charges. In the case of a partial surrender, all Purchase Payments to
Portfolio Director 2 will be deemed to be withdrawn before any Exchanged Amount
is deemed to be withdrawn. No exchange pursuant to this offer will be allowed
within 120 days of a transfer of fixed accumulations under a SA-1 or SA-2
Contract to the variable portion of such Contract. Under Portfolio Director 2,
no sales charge is deducted at the time a Purchase Payment is made, but a
surrender charge may be imposed on partial or total surrenders. The surrender
charge may not exceed 5% of any Purchase Payments withdrawn within the most
recent five years prior to the receipt of the surrender request by the Company
at its Home Office. For purposes of this surrender charge, the most recent
Purchase Payments are deemed to be withdrawn first. (See "Surrender Charges" in
the prospectus.)
 
     Other Charges. A charge of a percentage of each Purchase Payment is made
for administrative expenses for SA-1 and SA-2 Contracts. The charge is generally
1.25% and is included in the above sales and administrative charge. An
additional daily charge (at an annual rate of 1% of total net assets
attributable to SA-1 Contracts and ranging from .21% to .85% of total net assets
attributable to SA-2 Contracts) is made for mor-
 
                                       14
<PAGE>   65
 
tality and expense risks assumed by the Company under the variable portion of
the Contract. The total of these expenses and other charges is limited to a
maximum of the rate imposed on SA-1 and SA-2 Contracts on April 1, 1987. (See
prospectus for SA-1 and SA-2 contracts dated April 20, 1987.) For Portfolio
Director 2, a quarterly account maintenance charge of $3.75 is assessed for each
calendar quarter during the Purchase Period during which any Variable Account
Option Account Value is credited to a Participant's Account. The charge is to
reimburse the Company for some of the administrative expenses associated with
the Variable Account Options. No charge is assessed for any calendar quarter if
the Account Value is credited only to the Fixed Account Options throughout the
quarter. Such charge begins immediately if an exchange is made into any Variable
Account Option offered under Portfolio Director 2. The charge may also be
reduced or waived by the Company on Portfolio Director 2 if the administrative
expenses are expected to be lower for that Contract. (See "Reduction or Waiver
of Account Maintenance Fee or Surrender Charges" in the prospectus.) To cover
expenses not covered by the account maintenance charge and to compensate the
Company for assuming mortality risks under Portfolio Director 2, an additional
daily charge with an annualized rate of 1.00% or 1.25%, depending upon the
Variable Account Options selected, if any, on the average daily net asset value
of the Separate Account is attributable to Portfolio Director 2. (See "Separate
Account Charges" and "Separate Account Expense Reimbursement" in the
prospectus.)
 
     Investment Options. Under SA-1 and SA-2 Contracts only one division of
VALIC Separate Account A is available as a variable investment alternative. This
division invests in a portfolio of AGSPC. This portfolio is managed by the
Company for advisory fees at an annual rate of .29% of the portfolio's average
daily net assets. (Under a "grandfathering" arrangement, the total advisory fees
and certain other charges imposed against these Contracts are limited to a
maximum of the rate charged on April 1, 1987. See the prospectus for these
Contracts dated April 20, 1987.) Under Portfolio Director 2, eighteen divisions
of VALIC Separate Account A are available, six of which invest in a different
investment portfolio of AGSPC and twelve divisions of which invest in other
publicly available mutual fund portfolios. These mutual fund portfolios are
managed by either the Company or other investment managers, for advisory fees at
annual rates ranging from .01% to 1.00% of each portfolio's or mutual fund's
average daily net assets. Additionally, two fixed investment options are
available under Portfolio Director 2.
 
     Annuity Options. Annuity options under the SA-1 and SA-2 Contracts provide
for payments on a fixed or variable basis, or a combination of both. The SA-1
Contract annuity payments under a designated period option are limited to 15
years on a fixed basis only. Under this Contract, the designated period option
may, subject to adverse tax consequences, be commuted at any time for its
remaining value. SA-2 Contracts do not provide a designated period option nor do
they provide for commutation. Portfolio Director 2 permits Payout Payments for a
designated period of between 5 and 30 years on a fixed basis only. Portfolio
Director 2 does not provide for commutation. The SA-1 and SA-2 Contracts make no
provision for transfers from a separate account to a fixed annuity during the
annuity period. This option, subject to certain conditions, is available under
Portfolio Director 2. The SA-1 Contracts provide an option for monthly variable
annuity payments to be made at a level payment basis during each year of the
annuity period. Portfolio Director 2 does not provide this option. SA-1 and
Portfolio Director 2, but not SA-2 Contracts, both provide for "betterment of
rates." Under this provision, Payout Payments for fixed annuities will be based
on mortality tables then being used by the Company, if more favorable to the
Annuitant than those included in the Contract.
 
EXCHANGES FROM IMPACT CONTRACTS
 
     Sales/Surrender Charges. Under an Impact Contract, no sales charge is
deducted at the time a Purchase Payment is made, but a surrender charge may be
imposed on partial or total surrenders. The surrender charge is equal to 5% of
the Purchase Payments withdrawn within three years of the date such Purchase
Payments were made. The most recent Purchase Payments are deemed to be withdrawn
first. Portfolio Director 2 also imposes a surrender charge upon total or
partial surrenders which may not exceed 5% of any Purchase Payments withdrawn
within the most recent five years prior to the receipt of the surren-
 
                                       15
<PAGE>   66
 
der request by the Company at its Home Office. Portfolio Director 2 also has
other provisions where surrender charges are not imposed. (See "Exceptions to
Surrender Charge" in the prospectus.) For purposes of satisfying the fifteen-
year and five-year holding requirements, Portfolio Director 2 will be deemed to
have been issued on the same date as the Impact Contract, or certificate
thereunder, but no earlier than January 1, 1982. Only Purchase Payments
exchanged into a Portfolio Director 2 which were made within three years before
the date of exchange will be treated as Purchase Payments under Portfolio
Director 2 for purposes of calculating surrender charges. Exchanged payments
will be deemed to have been made under Portfolio Director 2 on the date they
were made to Impact Contracts for purposes of calculating the surrender charge
under Portfolio Director 2.
 
     Other Charges. Under Impact Contracts, a $30 annual charge is assessed once
a year to cover administrative expenses. The charge may, with prior regulatory
approval if required, be increased or decreased. In addition, a daily charge is
made at an annual rate of 1% of the net asset value allocable to the Impact
Contracts to cover administrative expenses (other than those covered by the
annual charge) and mortality risks assumed by the Company. For Portfolio
Director 2, a quarterly account maintenance charge of $3.75 is assessed for each
calendar quarter during the Purchase Period during which any Variable Account
Option Account Value is credited to a Participant's Account. The charge is to
reimburse the Company for some of the administrative expenses associated with
the Variable Account Options. No charge is assessed for any calendar quarter if
the Account Value is credited only to the Fixed Account Options throughout the
quarter. Such charge begins immediately if an exchange is made into any Variable
Account Option offered under Portfolio Director 2. The charge may also be
reduced or waived by the Company on Portfolio Director 2 if the administrative
expenses are expected to be lower for that Contract. (See "Reduction or Waiver
of Account Maintenance Fee or Surrender Charges" in the prospectus.) To cover
expenses not covered by the account maintenance charge and to compensate the
Company for assuming mortality risks under Portfolio Director 2, an additional
daily charge with an annualized rate of 1.00% or 1.25%, depending upon the
Variable Account Options selected, if any, on the daily net asset value of the
Separate Account is attributable to Portfolio Director 2. (See "Separate Account
Charges" and "Separate Account Expense Reimbursement" in the prospectus.)
 
     Investment Options. Under the Impact Contract five divisions of Separate
Account A are available as variable investment alternatives, each investing in
shares of a different underlying fund of AGSPC. The five mutual funds are
managed by the Company for advisory fees at annual rates ranging from .29% to
 .50% of each respective portfolio's average daily net assets. Under Portfolio
Director 2, eighteen divisions of VALIC Separate Account A are available, six of
which invest in a different investment portfolio of AGSPC and twelve divisions
of which invest in other publicly available mutual fund portfolios. These mutual
fund portfolios are managed by either the Company, or other investment managers,
for advisory fees at annual rates ranging from .01% to 1.00% of each portfolio's
or mutual fund's average daily net assets. In addition, two fixed investment
options are available under Portfolio Director 2.
 
     Annuity Options. Annuity options under Impact Contracts provide for
payments on a fixed or variable basis, or a combination of both. The Impact
Contract permits annuity payments for a designated period of 1 to 15 years on a
fixed basis only. Under an Impact Contract, the designated period option may,
subject to adverse tax consequences, be commuted at any time for its remaining
value. Portfolio Director 2 permits Payout Payments for a designated period of
between 5 and 30 years on a fixed basis only. Portfolio Director 2 does not
provide for commutation. Impact Contracts and the Portfolio Director 2 both
provide for "betterment of rates." Under this provision, Payout Payments for
fixed annuities will be based on mortality tables then being used by the
Company, if more favorable to the Annuitant than those included in the Contract.
 
EXCHANGES FROM COMPOUNDER CONTRACTS
 
     Sales/Surrender Charges. Under a Compounder Contract a sales and
administrative charge is deducted from each Purchase Payment. This charge ranges
from 5% of the first $5,000 of Purchase Payments to 3% of Purchase Payments in
excess of $15,000. If a Compounder Contract
 
                                       16
<PAGE>   67
 
is exchanged for Portfolio Director 2 the surrender
charge under Portfolio Director 2 will not apply to the amount of Account Value
applied to Portfolio Director 2. Purchase Payments made to Portfolio Director 2,
however, would be subject to the surrender charge under Portfolio Director 2. In
the case of a partial surrender, all Purchase Payments to Portfolio Director 2
will be deemed to be withdrawn before any Exchanged Amount is deemed to be
withdrawn. Under Portfolio Director 2, no sales charge is deducted at the time a
Purchase Payment is made, but a surrender charge may be imposed on partial or
total surrenders. The surrender charge may not exceed 5% of any Purchase
Payments withdrawn within the most recent five years prior to the receipt of the
surrender request by the Company at its Home Office. For purposes of this
surrender charge, the most recent Purchase Payments are deemed to be withdrawn
first. (See "Surrender Charges" in the prospectus.)
 
     Other Charges. A charge of a percentage of each Purchase Payment is made
for administrative expenses under a Compounder Contract. The charge is 1.25% and
is included in the above sales charge. For Portfolio Director 2, a quarterly
account maintenance charge of $3.75 is assessed for each calendar quarter during
the Purchase Period during which any Variable Account Option Account Value is
credited to a Participant's Account. The charge is to reimburse the Company for
some of the administrative expenses associated with the Variable Account
Options. No charge is assessed for any calendar quarter if the Account Value is
credited only to the Fixed Account Options throughout the quarter. Such charge
begins immediately if an exchange is made into any Variable Account Option
offered under Portfolio Director 2. The charge may also be reduced or waived by
the Company for Portfolio Director 2 if the administrative expenses are expected
to be lower for that Contract. (See "Reduction or Waiver of Account Maintenance
Fee or Surrender Charges" in this prospectus.) To cover expenses not covered by
the account maintenance charge and to compensate the Company for assuming
mortality risks under Portfolio Director 2, an additional daily charge with an
annualized rate of 1.00% or 1.25%, depending upon the Variable Account Options
selected, if any, on the daily net asset value of the Separate Account is
attributable to Portfolio Director 2. (See "Separate Account Charges" and
"Separate Account Expense Reimbursement" in the prospectus.)
 
     Investment Options. There are no variable investment alternatives provided
under Compounder Contracts.
 
     Annuity Options. Payout Payments under a Compounder Contract are on a fixed
basis only and the designated period option is limited to a period of 15 years.
However, under a Compounder Contract, the designated period option may, subject
to adverse tax consequences, be commuted at any time for its remaining value.
Portfolio Director 2 allows Payout Payments be made on a fixed or variable
basis, or both. One option under the Portfolio Director 2 provides for a
designated period of 5 and 30 years on a fixed basis only. Portfolio Director 2
does not provide for commutation. Unlike Portfolio Director 2, the Compounder
Contracts contain no "betterment of rates" provision.
 
INFORMATION WHICH MAY BE APPLICABLE TO
ANY EXCHANGE
 
     Guaranteed Annuity Rates. Mortality rates have improved since annuity rates
were developed for the other contracts. Therefore, the annuity rates guaranteed
in Portfolio Director 2 are less favorable to Contract Owners and Annuitants
than those guaranteed in the other contracts. However, the current annuity rates
being charged for fixed annuities under the "betterment of rates" provisions
discussed above are more favorable than those guaranteed under Portfolio
Director 2 or the other contracts. Of course, no assurance can be given that
this will continue to be true at the time of annuitization for a given contract.
Guaranteed annuity rate tables are set forth in your Contract or in current
endorsements thereto. Those guaranteed for Portfolio Director 2 are set forth
therein, and copies may be obtained from one of the Company's Regional Offices
listed on the inside back cover of this prospectus.
 
     To satisfy a federal tax law requirement, non-spouse beneficiaries under
Portfolio Director 2 generally must receive the entire benefit payable upon the
death of the Annuitant over their life expectancy or within five years of the
Annuitant's death. This requirement may be inapplicable to certain other
contracts or certificates issued before January 19, 1985 if not exchanged.
 
                                       17
<PAGE>   68
 
                        CALCULATION OF SURRENDER CHARGE
 
     The surrender charge is discussed in the Prospectus under "Fees and Charges
- -- Surrender Charge." Examples of calculation of the Surrender Charge upon total
and partial surrender are set forth below:
 
              ILLUSTRATION OF SURRENDER CHARGE ON TOTAL SURRENDER
     Example 1.
                              TRANSACTION HISTORY
 
<TABLE>
<CAPTION>
    DATE                              TRANSACTION                                   AMOUNT
    -------------------------------   ------------------------------------------   --------
    <S>                               <C>                                          <C>
    2/1/90.........................   Purchase Payment                             $ 10,000
    2/1/91.........................   Purchase Payment                                5,000
    2/1/92.........................   Purchase Payment                               15,000
    2/1/93.........................   Purchase Payment                                2,000
    2/1/94.........................   Purchase Payment                                3,000
    2/1/95.........................   Purchase Payment                                4,000
    7/1/95.........................   Total Purchase Payments (Assumes
                                      Account Value is $50,000)                      39,000
</TABLE>
 
    Surrender Charge is lesser of (a) or (b):
 
<TABLE>
 <S>   <C>   <C>                                                                            <C>
 a.    Surrender Charge calculated on 60 months of Purchase Payments
       1.    Surrender Charge against Purchase Payment of 2/1/90..........................  $     0
       2.    Surrender Charge against Purchase Payment of 2/1/91 (0.05 X $5,000)..........  $   250
       3.    Surrender Charge against Purchase Payment of 2/1/92 (0.05 X $15,000).........  $   750
       4.    Surrender Charge against Purchase Payment of 2/1/93 (0.05 X $2,000)..........  $   100
       5.    Surrender Charge against Purchase Payment of 2/1/94 (0.05 X $3,000)..........  $   150
       6.    Surrender Charge against Purchase Payment of 2/1/95 (0.05 X $4,000)..........  $   200
             Surrender Charge based on Purchase Payments (1 + 2 + 3 + 4 + 5 + 6)..........  $ 1,450
 b.    Surrender Charge calculated on the excess over 10% of the Account Value at the time
       of surrender:
       Account Value at time of surrender            $50,000
       Less 10% not subject to Surrender Charge       -5,000
                                                     -------
       Subject to Surrender Charge                    45,000
                                                     X   .05
                                                     -------
       Surrender Charge based on Account Value       $ 2,250 .............................  $ 2,250
 c.    Surrender Charge is the lesser of a or b...........................................  $ 1,450
</TABLE>
 
ILLUSTRATION OF SURRENDER CHARGE ON A 10% PARTIAL SURRENDER FOLLOWED BY A FULL
SURRENDER 

Example 2.

               TRANSACTION HISTORY (ASSUMES NO INTEREST EARNED)
 
<TABLE>
<CAPTION>
    DATE                              TRANSACTION                                    AMOUNT
    -------------------------------   ------------------------------------------    --------
    <S>                               <C>                                           <C>
    2/1/90.........................   Purchase Payment                              $ 10,000
    2/1/91.........................   Purchase Payment                                 5,000
    2/1/92.........................   Purchase Payment                                15,000
    2/1/93.........................   Purchase Payment                                 2,000
    2/1/94.........................   Purchase Payment                                 3,000
    2/1/95.........................   Purchase Payment                                 4,000
    7/1/95.........................   10% Partial Surrender (Assumes                   3,900
                                        Account Value is $39,000)
    8/1/95.........................   Full Surrender                                  35,100
</TABLE>
 
     a. Since this is the first partial surrender in this participant year,
        calculate the excess over 10% of the value of the Purchase Units
 
        10% of $39,000 = $3,900 [no charge on this 10% withdrawal]
 
     b. The Account Value upon which Surrender Charge on the Full Surrender may
        be calculated (levied) is $39,000 - $3,900 = $35,100
 
     c. The Surrender Charge calculated on the Account Value withdrawn $35,100 X
        .05 = $1,755
 
     d. Since only $29,000 has been paid in Purchase Payments in the 60 months
        prior to the Full Surrender, the charge can only be calculated on
        $29,000. The $3,900 partial withdrawal does not reduce this amount.
        Thus, the charge is $29,000 X (0.05) = $1,450.
 
                                       18
<PAGE>   69
 
                              PURCHASE UNIT VALUE
 
     The calculation of Purchase Unit value is discussed in the Prospectus under
"Purchase Period." The following illustrations show a calculation of a new Unit
value and the purchase of Purchase Units (using hypothetical examples):
 
ILLUSTRATION OF CALCULATION OF PURCHASE UNIT VALUE
 
     Example 3.
 
<TABLE>
    <S>                                                                         <C>
    1. Purchase Unit value, beginning of period...............................  $   1.800000
    2. Value of Fund share, beginning of period...............................  $  21.200000
    3. Change in value of Fund share..........................................  $    .500000
    4. Gross investment return (3)/(2)........................................       .023585
    5. Daily mortality and expense charge.....................................       .000027
    6. Net investment return (4)-(5)..........................................       .023558
    7. Net investment factor 1.000000+(6).....................................      1.023558
    8. Purchase Unit value, end of period (1)X(7).............................  $   1.842404
</TABLE>
 
ILLUSTRATION OF PURCHASE OF PURCHASE UNITS (ASSUMING NO STATE PREMIUM TAX)
 
     Example 4.
 
<TABLE>
    <S>                                                                         <C>
    1. First Periodic Purchase Payment........................................  $ 100.00
    2. Purchase Unit value on effective date of purchase (see Example 3)......  $   1.800000
    3. Number of Purchase Units purchased (1)/(2).............................     55.556
    4. Purchase Unit value for valuation date following purchase (see Example
       3).....................................................................  $   1.842404
    5. Value of Purchase Units in account for valuation date following
       purchase (3)X(4).......................................................  $ 102.36
</TABLE>
 
                            PERFORMANCE CALCULATIONS
 
                          MONEY MARKET DIVISION YIELDS
               CALCULATION OF YIELD FOR MONEY MARKET DIVISION SIX
                           7-Day Current Yield: 4.15%
       ILLUSTRATION OF CALCULATION OF YIELD FOR MONEY MARKET DIVISION SIX
 
     Example 5.
 
     The yield quotation above is based on the seven days ended December 31,
1995, the date of the most recent balance sheet included in the registration
statement ("base period"). It is computed by determining the net change,
exclusive of capital changes, in the value of a hypothetical pre-existing
account having a balance of one Purchase Unit at the beginning of the period,
subtracting a hypothetical charge reflecting deductions from Contract Owner
accounts, and dividing the difference by the value of the account at the
beginning of the base period to obtain the base period return and then
multiplying the base period return by 365/7.
 
          CALCULATION OF EFFECTIVE YIELD FOR MONEY MARKET DIVISION SIX
                          7-Day Effective Yield: 4.24%
  ILLUSTRATION OF CALCULATION OF EFFECTIVE YIELD FOR MONEY MARKET DIVISION SIX
 
     Example 6.
 
     The effective yield quotation above is based on the seven days ended
December 31, 1995, the date of the most recent balance sheet included in the
registration statement ("base period"). It is computed by determining the net
change, exclusive of capital changes, in the value of a hypothetical
pre-existing account having a balance of one Purchase Unit at the beginning of
 
                                       19
<PAGE>   70
 
the period, subtracting a hypothetical charge reflecting deductions from
Contract Owner accounts, and dividing the difference by the value of the account
at the beginning of the base period to obtain the base period return and then
compounding the base period return by adding 1, raising the sum to a power equal
to 365 divided by 7, and subtracting 1 from the result, according to the
following formula:

                                                        365/7
             EFFECTIVE YIELD = [(BASE PERIOD RETURN + 1)     ] - 1
                   STANDARDIZED YIELD FOR BOND FUND DIVISIONS
 
           CALCULATION OF STANDARDIZED YIELD FOR BOND FUND DIVISIONS
 
<TABLE>
<CAPTION>
                                                                    DIV.       DIV.       DIV.
                                                                     13         22         23
                                                                   ------     ------     ------
<S>                                                                <C>        <C>        <C>
Standardized Yield...............................................   4.25%      5.22%      4.68%
</TABLE>
 
   ILLUSTRATION OF CALCULATION OF STANDARDIZED YIELD FOR BOND FUND DIVISIONS
 
     Example 7.
 
     The yield quotation based on a 30-day period ended December 31, 1995, the
date of the most recent balance sheet of the Registrant included in the
registration statement is computed by divid-
 
ing the net investment income per Purchase Unit earned during the period by the
maximum offering price per Unit on the last day of the period, according to the
following formula:
                                                6
                         YIELD = 2 [( a - b + 1)  - 1]
                                      -----
                                        cd
 
     Where:
 
<TABLE>
              <S>   <C>
              a  =  net investment income earned during the period by the Fund attributable
                    to shares owned by the Division
              b  =  expenses accrued for the period (net of reimbursements)
              c  =  the average daily number of Purchase Units outstanding during the period
              d  =  the maximum offering price per Purchase Unit on the last day of the
                    period
</TABLE>
 
     Yield on each Division is earned from dividends declared and paid by the
Fund, which are
automatically reinvested in Fund shares.
 
                                       20
<PAGE>   71
 
                   CALCULATION OF AVERAGE ANNUAL TOTAL RETURN
 
     Average Annual Total Return quotations for the 1, 3, 5, and 10 year periods
ended December 31, 1995, the date of the most recent balance sheet included in
this registration statement, are computed by finding the average annual com-
 
pounded rates of over the 1, 3, 5, and 10 year periods that would equate the
initial amount invested to the ending redeemable value, according to the
following formula:
                                        n
                                 P (1+T)  = ERV
 
     Where:
 
<TABLE>
              <C>     <S>
              P     = a hypothetical initial Purchase Payment of $1,000
              T     = average annual total return
              n     = number of years
              ERV   = redeemable value at the end of the 1, 3, 5 or 10 year periods of a
                      hypothetical $1,000 Purchase Payment made at the beginning of the 1,
                      3, 5, or 10 year periods (or fractional portion thereof)
</TABLE>
 
     The Company may advertise standardized average annual total return which,
includes the surrender charge of up to 5% of Gross Purchase Payments received
during the most recent 60 months as well as non-standardized average annual
total returns which does not include a surrender charge or maintenance fee.
 
     There is no sales charge for reinvested dividends. All recurring fees have
been deducted. For fees which vary with the account size, an account size equal
to that of the median account size has been assumed. Ending redeemable value has
been determined assuming a complete redemption at the end of the 1, 3, 5 or 10
year period and deduction of all nonrecurring charges at the end of each such
period.
 
                                       21
<PAGE>   72
 
PERFORMANCE INFORMATION
 
HYPOTHETICAL $10,000 ACCOUNT VALUE AND
CUMULATIVE RETURN AS COMPARED TO BENCHMARKS TABLES.
 
     The following tables show the Hypothetical $10,000 Account Value and
Cumulative Return of each Division as compared to the benchmarks shown. Because
the Funds underlying Divisions Fifteen, Sixteen and Seventeen began operations
on April 29, 1994, performance information for those Divisions is based on
performance of comparable funds managed by the subadvisers for the Funds. The
performance information presented for all other Divisions represents actual Fund
performance.
 
     These performance calculations for the Divisions, and the methods used for
calculating them, are explained in the prospectus. (See "How To Review
Investment Performance of Separate Account Divisions" and "Variable Account
Options" in the prospectus.)
 
     These tables compare hypothetical investment performance and percentage
changes in Purchase Unit values with the results of several benchmarks,
representing unmanaged market indices. The performance information has been
adjusted to reflect mortality and expense risk charges. Surrender charges,
maintenance charges and premium taxes are not deducted. The effect of these
charges is to reduce total return to a Contract Owner. The comparisons should be
considered in light of the investment policies and objectives of the Funds.
Rates of return for the Divisions include reinvestment of investment income,
including capital gains, interest and dividends. The rates of return on the
market indices also have been adjusted to reflect reinvestment of interest and
dividends.
 
     Price returns for the market indices are calculated by subtracting the
price level at the beginning of the year from the price level at the end of the
year and dividing the difference by the price level at the beginning of the
year. To calculate dollar values for the indices' Hypothetical $10,000 Account
Value presentation, price index values were substituted for Unit values in the
calculation described in the prospectus, and where applicable, dividend yields
were then added to determine the total returns applied in the dollar value
calculations. Similarly, to calculate Cumulative Return for the indices, the
Cumulative Return calculation described in the prospectus for Unit values of the
Divisions is used, substituting the Hypothetical $10,000 Account Value at the
end of each year for the Purchase Unit Value. No sales load, administrative
charges, or any other expenses have been deducted from the index calculations.
 
     Additionally, the performance of a Division may from time to time be
compared with other Indexes which have been deemed by the Company relevant to
the Division.
 
     These benchmarks do not reflect any charges for investment advisory fees,
brokerage commissions or other fees and expenses of the type charged at either
the Separate Account or Fund level. Therefore, the comparisons with these
benchmarks are of limited use.
 
     THE PERFORMANCE RESULTS SHOWN IN THIS SECTION ARE NOT AN ESTIMATE OR
GUARANTEE OF FUTURE INVESTMENT PERFORMANCE, AND DO NOT REPRESENT THE ACTUAL
EXPERIENCE OF AMOUNTS INVESTED BY A PARTICULAR PARTICIPANT.
 
PERFORMANCE COMPARED TO MARKET INDICES
 
     The performance of AGSPC Growth Division Fifteen, AGSPC Science &
Technology Division Seventeen, AGSPC Social Awareness Division Twelve, AGSPC
Stock Index Division Ten, Founders Growth Division Thirty, Neuberger & Berman
Guardian Trust Division Twenty-nine, Putnam New Opportunities Division
Twenty-six, Scudder Growth and Income Division Twenty-one, and Vanguard/Windsor
II Division Twenty-four may be compared to the record of the Standard &
Poor's(R) Corporation ("S&P(R)")* Composite Stock Price Index ("S&P 500 Index").
The S&P 500(R) Index is an unmanaged capitalization-weighted index of 500 stocks
designed to measure performance of the broad domestic economy through changes in
the aggregate market value of 500 stocks representing all major industries. The
Index represents approximately 70% of the aggregate United States equity markets
capitalization.
 
- ---------------
 
* "Standard & Poor's(R)", "S&P(R)" and "S&P 500(R)" are trademarks of Standard
  and Poor's ("S&P"). The Stock Index Fund is not sponsored, endorsed, sold or
  promoted by S&P and S&P makes no representation regarding the advisability of
  investing in this Fund.
 
                                       22
<PAGE>   73
 
     The performance of the AGSPC International Government Bond Division
Thirteen may be compared to the Salomon Brothers Non-US Dollar World Government
Bond Index ("Salomon Index"). Total returns with income reinvested for the
Salomon index are published using two methods. The first method includes gross
income (income earned without subtracting foreign income taxes which may be
withheld from foreign investors). The second method includes net income (income
earned after subtracting estimated foreign taxes). The Division currently
compares its performance with the index using the second method. The Salomon
Index is an unmanaged aggregate index composed of 650 issues from thirteen
foreign countries. These countries include Austria, Australia, Belgium, Canada,
Denmark, France, Germany, Italy, Japan, the Netherlands, Spain, Sweden and the
United Kingdom.
 
     The performance of AGSPC Money Market Division Six may be compared to the
Certificate of Deposit Primary Offering by New York City Banks, 30 Day Index.
The index is a money market index which reflects the average rate paid by New
York Banks on certificates of deposit of more than $100,000. The Index for 30
days is published daily.
 
     The Putnam Global Growth Division Twenty-eight may be compared to the
Morgan Stanley Capital International World Index ("MSCI World Index"). Total
returns (with income reinvested) for the MSCI World Index is published using two
methods. The first method includes gross income (income earned without
subtracting foreign income taxes which may be withheld from foreign investors).
The second method includes net income (income earned after subtracting estimated
foreign taxes. The Division currently compares its performance with the index
using the second method. The MSCI World Index is an unmanaged capitalization
weighed index consisting of more than 1,500 issues from 22 countries as well as
certain South African gold mining issues. The countries include Australia,
Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland,
Italy, Japan, Malaysia, the Netherlands, New Zealand, Norway, Singapore, Spain,
Sweden, Switzerland, the United Kingdom, and the United States.
 
     The performance of the Putnam OTC Emerging Growth Division Twenty-seven may
be compared to the Russell 2000(R) Index ("Russell 2000").** The Russell 2000
was developed in 1984 by the Frank Russell Trust Company to track the stock
market performance of small capitalization domestic stocks. The Russell 2000 is
market weighted and consists of approximately 2000 stocks. Stocks included in
the Russell 2000 are chosen by the Frank Russell Trust Company on the basis of
their market size.
 
     The Templeton Foreign Division Thirty-two may be compared to the Morgan
Stanley Capital International Europe, Australia, and Far East Index ("EAFE
Index"). The EAFE Index, which commenced in 1969, is an unmanaged stock index
consisting of more than 1,000 companies from Europe, Australia and the Far East.
The index is capitalization weighted. It is a well known measure for
international stock performance. Total returns (with income reinvested) for the
EAFE Index are published using two methods. The first method includes gross
income (income earned without subtracting foreign income taxes which may be
withheld from foreign investors). The second method includes net income (income
earned after subtracting estimated foreign taxes). The Division currently
compares it performance with the index using the second method.
 
     The Vanguard Fixed Income Securities Fund -- Long-Term Corporate Division
Twenty-two may be compared to the Merrill Lynch Corporate Master Index. The
Merrill Lynch Corporate Master Index consists of an index of approximately 400
corporate bond holdings of which assets are rated A or AA. The average years to
maturity of these corporate bond holdings are approximately 13 years.
 
     The performance of the Vanguard Fixed Income Securities Fund -- Long-Term
U.S. Treasury Portfolio Division Twenty-three may be compared to the Lehman
Brothers U.S. Treasury Long-Term Index. This index measures a Fund's sensitivity
to interest rate changes. This index
 
- ---------------
 
** The Russell 2000(R) Index is a trademark/service mark of the Frank Russell
   Trust Company. RussellTM is a trademark of the Frank Russell Trust Company.
 
                                       23
<PAGE>   74
 
was initiated in 1976 and is composed of all bonds covered by the Shearson
Lehman Hutton Treasury Bond Index with maturities of ten years or greater.
 
     The performance of the Vanguard/Welling-
ton Division Twenty-five may be compared to a Blended Index, a measure of the
investment performance of a balanced portfolio of stocks and bonds, comprised of
the S&P 500 Index (65%) and the Merrill Lynch Corporate Master Index (35%). The
S&P 500 Index is an unmanaged capitalization-weighted index of 500 stocks
designed to measure performance of the broad domestic economy through changes in
the aggregate market value of 500 stocks representing all major industries. The
S&P 500 Index represents approximately 70% of the aggregate market
capitalization of the United States equity markets. The Merrill Lynch Corporate
Master Index consists of an index of approximately 400 corporate bond holdings
of which assets are rated A or AA. The average years to maturity of the
corporate bond holdings are approximately 13 years.
 
     The performance of the Twentieth Century Ultra Investors Division
Thirty-one may be compared to both the S&P 500 Index and the National
Association of Securities Dealers Automated Quotations (NASDAQ) Composite Price
Index. The S&P 500 Index is an unmanaged capitalization-weighted index of 500
stocks designed to measure performance of the broad domestic economy through
changes in the aggregate market value of 500 stocks representing all major
industries. The S&P 500 Index represents approximately 70% of the aggregate
market capitalization of the United States equity market. The NASDAQ Composite
Price Index was developed by the National Association of Securities Dealers
(NASD) on May 17, 1971 with figures available from February 5, 1971, at which
time the index value was 100. Through NASDAQ, the NASD provides daily, weekly,
and monthly sets of stock price indicators for Over-the-Counter (OTC) securities
in different industry categories. As of the end of 1995, over 5,000 issues were
contained in the NASDAQ Composite Price Index.
 
                                       24
<PAGE>   75
 
See "How to Review Investment Performance of Separate Account Divisions" in the
prospectus for information about how these returns were calculated.
 
AGSPC Growth Division Fifteen Performance Compared to S&P 500 Index
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
      QUARTERLY VALUE OF A $10,000 STIPULATED PAYMENT MADE APRIL 29, 1994
 
<TABLE>
<CAPTION>
                                   GROWTH                                          S&P 500
                              DIVISION FIFTEEN                                      INDEX
    --------------------------------------------------------------------           --------
    <S>                                                         <C>                <C>
    04/29/94.................................................   $ 10,000           $ 10,000
    06/30/94.................................................      9,527             10,042
    09/30/94.................................................     10,037             10,533
    12/31/94.................................................     10,018             10,532
    03/31/95.................................................     11,246             11,557
    06/30/95.................................................     12,241             12,660
    09/30/95.................................................     13,920             13,666
    12/31/95.................................................     14,667             14,489
</TABLE>
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
                        (PERIOD ENDED DECEMBER 31, 1995)
 
<TABLE>
<CAPTION>
                                                 SINCE
                                                INCEPTION*   5 YEARS      3 YEARS      1 YEAR
                                                -------      -------      -------      -------
<S>                                             <C>          <C>          <C>          <C>
Investment Division
     Growth Division Fifteen..................   46.67%        --           --          46.40%
Benchmark Comparison
     S&P 500 Index............................   44.89%        --           --          37.58%
</TABLE>
 
- ---------------
 
* The Fund underlying this Division was initiated on April 29, 1994.
 
AGSPC International Government Bond Division Thirteen Performance Compared to
Salomon Brothers
Non-U.S. Dollar World Government Bond Index
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
       ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE OCTOBER 1, 1991
 
<TABLE>
<CAPTION>
                                                                                   SALOMON
                                                                                    BROS.
                                                                                   NON-U.S.
                                                                                    DOLLAR
                                                                                    WORLD
                                                                                   GOVERNMENT
                       INTERNATIONAL GOVERNMENT BOND                                 BOND
                             DIVISION THIRTEEN                                      INDEX
    --------------------------------------------------------------------           --------
    <S>                                                         <C>                <C>
    10/01/91.................................................   $ 10,000           $ 10,000
    12/31/91.................................................     10,905             11,042
    12/31/92.................................................     11,128             11,540
    12/31/93.................................................     12,583             13,246
    12/31/94.................................................     13,014             13,999
    12/31/95.................................................     15,308             16,692
</TABLE>
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
                        (PERIOD ENDED DECEMBER 31, 1995)
 
<TABLE>
<CAPTION>
                                                             SINCE
                                                            INCEPTION*   3 YEARS      1 YEAR
                                                            -------      -------      -------
<S>                                                         <C>          <C>          <C>
Investment Division
     International Government Bond Division Thirteen......   53.08%       37.56%       17.63%
Benchmark Comparison
     Salomon Bros. Non-U.S. Dollar World Government Bond
       Index..............................................   66.92%       44.64%       19.23%
</TABLE>
 
- ---------------
 
* This Division was initiated on October 1, 1991.
 
                                       25
<PAGE>   76
 
AGSPC Money Market Division Six Performance Compared to Certificate of Deposit
Primary Offering by
New York City Banks, 30 Day Index (Primary CD Index)
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
       ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE JANUARY 16, 1986
 
<TABLE>
<CAPTION>
                                MONEY MARKET                                       PRIMARY
                                DIVISION SIX                                       CD INDEX
    --------------------------------------------------------------------           --------
    <S>                                                         <C>                <C>
    01/16/86.................................................   $ 10,000           $ 10,000
    12/31/86.................................................     10,405             10,591
    12/31/87.................................................     10,873             11,253
    12/31/88.................................................     11,495             12,083
    12/31/89.................................................     12,406             13,130
    12/31/90.................................................     13,254             14,181
    12/31/91.................................................     13,849             14,955
    12/31/92.................................................     14,157             15,427
    12/31/93.................................................     14,393             15,826
    12/31/94.................................................     14,791             16,390
    12/31/95.................................................     15,458             17,200
</TABLE>
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
                        (PERIOD ENDED DECEMBER 31, 1995)
 
<TABLE>
<CAPTION>
                                                    SINCE
                                                   INCEPTION*   5 YEARS      3 YEARS      1 YEAR
                                                   -------      -------      -------      ------
<S>                                                <C>          <C>          <C>          <C>
Investment Division
     Money Market Division Six...................   54.58%       16.63%        9.19%       4.51%
Benchmark Comparison
     Primary CD Index............................   72.00%       21.29%       11.50%       4.94%
</TABLE>
 
- ---------------
 
* This Division was initiated on January 16, 1986.
 
AGSPC Science & Technology Division Seventeen Compared to S&P 500 Index.
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
      QUARTERLY VALUE OF A $10,000 STIPULATED PAYMENT MADE APRIL 29, 1994
 
<TABLE>
<CAPTION>
                            SCIENCE & TECHNOLOGY                                   S&P 500
                             DIVISION SEVENTEEN                                     INDEX
    --------------------------------------------------------------------           --------
    <S>                                                         <C>                <C>
    04/29/94.................................................   $ 10,000           $ 10,000
    06/30/94.................................................      9,457             10,042
    09/30/94.................................................     11,316             10,533
    12/31/94.................................................     12,477             10,532
    03/31/95.................................................     13,753             11,557
    06/30/95.................................................     16,805             12,660
    09/30/95.................................................     19,444             13,666
    12/31/95.................................................     19,972             14,489
</TABLE>
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
                        (PERIOD ENDED DECEMBER 31, 1995)
 
<TABLE>
<CAPTION>
                                                 SINCE
                                                INCEPTION*   5 YEARS      3 YEARS      1 YEAR
                                                -------      -------      -------      -------
<S>                                             <C>          <C>          <C>          <C>
Investment Division
     Science & Technology Division
       Seventeen..............................   99.72%        --           --          60.07%
Benchmark Comparison
     S&P 500 Index............................   44.89%        --           --          37.58%
</TABLE>
 
- ---------------
 
* The Fund underlying this Division was initiated on April 29, 1994.
 
                                       26
<PAGE>   77
 
AGSPC Social Awareness Division Twelve Performance Compared to S&P 500 Index
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
       ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE OCTOBER 2, 1989
 
<TABLE>
<CAPTION>
                              SOCIAL AWARENESS                                     S&P 500
                              DIVISION TWELVE                                       INDEX
    --------------------------------------------------------------------           --------
    <S>                                                         <C>                <C>
    10/02/89.................................................   $ 10,000           $ 10,000
    12/31/89.................................................     10,100             10,214
    12/31/90.................................................      9,877              9,897
    12/31/91.................................................     12,506             12,912
    12/31/92.................................................     12,795             13,896
    12/31/93.................................................     13,670             15,297
    12/31/94.................................................     13,339             15,499
    12/31/95.................................................     18,351             21,323
</TABLE>
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
                        (PERIOD ENDED DECEMBER 31, 1995)
 
<TABLE>
<CAPTION>
                                               SINCE
                                              INCEPTION*   5 YEARS      3 YEARS       1 YEAR
                                              --------     --------     --------     --------
<S>                                           <C>          <C>          <C>          <C>
Investment Division
     Social Awareness Division Twelve.......    83.51%       85.80%       43.42%       37.57%
Benchmark Comparison
     S&P 500 Index..........................   113.23%      115.45%       53.44%       37.58%
</TABLE>
 
- ---------------
 
* This Division was initiated on October 2, 1989.
 
AGSPC Stock Index Division Ten Performance Compared to S&P 500 Index
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
        ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE APRIL 20, 1987
 
<TABLE>
<CAPTION>
                               STOCK INDEX                                        S&P 500
                              DIVISION TEN                                         INDEX
    -----------------------------------------------------------------             --------
    <S>                                                      <C>                  <C>
    04/20/87...............................................  $ 10,000             $ 10,000
    12/31/87...............................................     8,562                8,722
    12/31/88...............................................     9,687               10,171
    12/31/89...............................................    12,388               13,394
    12/31/90...............................................    11,790               12,978
    12/31/91...............................................    15,056               16,932
    12/31/92...............................................    15,897               18,222
    12/31/93...............................................    17,293               20,059
    12/31/94...............................................    17,241               20,323
    12/31/95...............................................    23,439               27,960
</TABLE>
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
                        (PERIOD ENDED DECEMBER 31, 1995)
 
<TABLE>
<CAPTION>
                                                 SINCE
                                                INCEPTION*    5 YEARS       3 YEARS      1 YEAR
                                                --------      --------      -------      -------
<S>                                             <C>           <C>           <C>          <C>
Investment Division
     Stock Index Division Ten.................   134.39%        98.80%       47.44%       35.95%
Benchmark Comparison
     S&P 500 Index............................   179.60%       115.45%       53.44%       37.58%
</TABLE>
 
- ---------------
 
* This Division was initiated on April 20, 1987.
 
                                       27
<PAGE>   78
 
Founders Growth Division Thirty Compared to S&P 500 Index
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
       ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE JANUARY 1, 1986
 
<TABLE>
<CAPTION>
                             FOUNDERS GROWTH                                       S&P 500
                             DIVISION THIRTY                                        INDEX
    ------------------------------------------------------------------             --------
    <S>                                                       <C>                  <C>
    01/01/86...............................................   $ 10,000             $ 10,000
    12/31/86...............................................     11,852               11,867
    12/31/87...............................................     12,924               12,490
    12/31/88...............................................     13,411               14,564
    12/31/89...............................................     18,825               19,179
    12/31/90...............................................     16,665               18,583
    12/31/91...............................................     24,321               24,245
    12/31/92...............................................     25,102               26,092
    12/31/93...............................................     31,203               28,722
    12/31/94...............................................     29,863               29,101
    12/31/95...............................................     43,049               40,037
</TABLE>
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
                        (PERIOD ENDED DECEMBER 31, 1995)
 
<TABLE>
<CAPTION>
                                           10 YEARS      5 YEARS       3 YEARS        1 YEAR
                                           --------      --------      --------      --------
<S>                                        <C>           <C>           <C>           <C>
Investment Division
     Founders Growth Division Thirty.....   330.49%       158.33%        71.50%        44.15%
Benchmark Comparison
     S&P 500 Index.......................   300.37%       115.45%        53.44%        37.58%
</TABLE>
 
Neuberger & Berman Guardian Trust Division Twenty-Nine Compared to S&P 500 Index
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
       ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE JANUARY 1, 1986
 
<TABLE>
<CAPTION>
                               GUARDIAN TRUST                                      S&P 500
                           DIVISION TWENTY-NINE*                                    INDEX
    --------------------------------------------------------------------           --------
    <S>                                                         <C>                <C>
    01/01/86.................................................   $ 10,000           $ 10,000
    12/31/86.................................................     11,079             11,867
    12/31/87.................................................     10,860             12,490
    12/31/88.................................................     13,775             14,564
    12/31/89.................................................     16,568             19,179
    12/31/90.................................................     15,635             18,583
    12/31/91.................................................     20,773             24,245
    12/31/92.................................................     24,486             26,092
    12/31/93.................................................     27,530             28,772
    12/31/94.................................................     27,670             29,101
    12/31/95.................................................     36,165             40,037
</TABLE>
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
                        (PERIOD ENDED DECEMBER 31, 1995)
 
<TABLE>
<CAPTION>
                                              10 YEARS      5 YEARS       3 YEARS      1 YEAR
                                              --------      --------      -------      -------
<S>                                           <C>           <C>           <C>          <C>
Investment Division
     Neuberger & Berman Guardian Trust
       Division Twenty-Nine.................   261.65%       131.31%       47.70%       30.70%
Benchmark Comparison
     S&P 500 Index..........................   300.37%       115.45%       53.44%       37.58%
</TABLE>
 
- ---------------
 
* Guardian Trust started operations on August 3, 1993. It has identical
  investment objectives and policies and as part of a "master/feeder structure"
  invests in the same portfolio as Neuberger & Berman Guardian Fund ("Fund")
  which is also managed by Neuberger & Berman Management Incorporated. The
  performance information for the Trust before August 3, 1993 is for the Fund
  and its predecessor which had an inception date of June 1, 1950. For more
  information on the "master/feeder structure" see the Trust's prospectus.
 
                                       28
<PAGE>   79
 
Putnam Global Growth Division Twenty-Eight Compared to MSCI World Index and S&P
500 Index.
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
       ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE JANUARY 1, 1986
 
<TABLE>
<CAPTION>
                                                                    MSCI
                       GLOBAL GROWTH                               WORLD             S&P 500
                   DIVISION TWENTY-EIGHT                           INDEX              INDEX
    ---------------------------------------------------           --------           --------
    <S>                                        <C>                <C>                <C>
    01/01/86................................   $ 10,000           $ 10,000           $ 10,000
    12/31/86................................     13,642             14,189             11,867
    12/31/87................................     14,496             16,482             12,490
    12/31/88................................     15,648             20,321             14,564
    12/31/89................................     19,283             23,696             19,179
    12/31/90................................     17,334             19,663             18,583
    12/31/91................................     20,247             23,258             24,245
    12/31/92................................     26,093             22,043             26,092
    12/31/93................................     26,233             27,003             28,722
    12/31/94................................     25,750             28,374             29,101
    12/31/95................................     29,271             34,253             40,037
</TABLE>
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
                        (PERIOD ENDED DECEMBER 31, 1995)
 
<TABLE>
<CAPTION>
                                              10 YEARS      5 YEARS       3 YEARS      1 YEAR
                                              --------      --------      -------      -------
<S>                                           <C>           <C>           <C>          <C>
Investment Division
     Putnam Global Growth
       Division Twenty-Eight................   192.71%        68.87%       45.68%       13.68%
Benchmark Comparison
     MSCI World Index.......................   242.53%        74.20%       55.39%       20.72%
     S&P 500 Index..........................   300.37%       115.45%       53.44%       37.58%
</TABLE>
 
Putnam New Opportunities Division Twenty-Six Compared to S&P 500 Index
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
       ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE AUGUST 31, 1990
 
<TABLE>
<CAPTION>
                             NEW OPPORTUNITIES                                     S&P 500
                            DIVISION TWENTY-SIX                                     INDEX
    --------------------------------------------------------------------           --------
    <S>                                                         <C>                <C>
    08/31/90.................................................   $ 10,000           $ 10,000
    12/31/90.................................................     11,041             10,366
    12/31/91.................................................     18,320             13,524
    12/31/92.................................................     22,785             14,555
    12/31/93.................................................     29,940             16,022
    12/31/94.................................................     30,625             16,233
    12/31/95.................................................     44,365             22,333
</TABLE>
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
                        (PERIOD ENDED DECEMBER 31, 1995)
 
<TABLE>
<CAPTION>
                                            SINCE
                                           INCEPTION*    5 YEARS       3 YEARS        1 YEAR
                                           --------      --------      --------      --------
<S>                                        <C>           <C>           <C>           <C>
Investment Division
     Putnam New Opportunities
       Division Twenty-Six...............   343.65%       301.83%        94.71%        44.87%
Benchmark Comparison
     S&P 500 Index.......................   123.33%       115.45%        53.44%        37.58%
</TABLE>
 
- ---------------
 
* The Fund underlying this Division was initiated on August 31, 1990.
 
                                       29
<PAGE>   80
 
Putnam OTC Emerging Growth Division Twenty-Seven Compared to Russell 2000 Index
and S&P 500 Index
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
       ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE JANUARY 1, 1986
 
<TABLE>
<CAPTION>
                    OTC EMERGING GROWTH                           RUSSELL            S&P 500
                   DIVISION TWENTY-SEVEN                            2000              INDEX
    ---------------------------------------------------           --------           --------
    <S>                                        <C>                <C>                <C>
    01/01/86................................   $ 10,000           $ 10,000           $ 10,000
    12/31/86................................     11,734             10,568             11,867
    12/31/87................................     12,167              9,638             12,490
    12/31/88................................     13,998             12,049             14,564
    12/31/89................................     17,875             14,009             19,179
    12/31/90................................     15,954             11,273             18,583
    12/31/91................................     22,251             16,474             24,245
    12/31/92................................     24,827             19,507             26,092
    12/31/93................................     32,465             23,189             28,722
    12/31/94................................     32,863             22,767             29,101
    12/31/95................................     50,755             29,244             40,037
</TABLE>
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
                        (PERIOD ENDED DECEMBER 31, 1995)
 
<TABLE>
<CAPTION>
                                           10 YEARS      5 YEARS       3 YEARS        1 YEAR
                                           --------      --------      --------      --------
<S>                                        <C>           <C>           <C>           <C>
Investment Division
     Putnam OTC Emerging Growth
       Division Twenty-Seven.............   407.55%       218.13%       104.43%        54.45%
Benchmark Comparison
     Russell 2000 Index..................   192.44%       159.41%        49.92%        28.45%
     S&P 500 Index.......................   300.37%       115.45%        53.44%        37.58%
</TABLE>
 
Scudder Growth and Income Division Twenty-One Performance Compared to S&P 500
Index
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
       ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE JANUARY 1, 1986
 
<TABLE>
<CAPTION>
                         SCUDDER GROWTH AND INCOME                                 S&P 500
                            DIVISION TWENTY-ONE                                     INDEX
    --------------------------------------------------------------------           --------
    <S>                                                         <C>                <C>
    01/01/86.................................................   $ 10,000           $ 10,000
    12/31/86.................................................     11,685             11,867
    12/31/87.................................................     11,944             12,490
    12/31/88.................................................     13,213             14,564
    12/31/89.................................................     16,492             19,179
    12/31/90.................................................     15,907             18,583
    12/31/91.................................................     20,138             24,245
    12/31/92.................................................     21,792             26,092
    12/31/93.................................................     24,881             28,772
    12/31/94.................................................     25,210             29,101
    12/31/95.................................................     32,668             40,037
</TABLE>
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
                        (PERIOD ENDED DECEMBER 31, 1995)
 
<TABLE>
<CAPTION>
                                              10 YEARS      5 YEARS       3 YEARS      1 YEAR
                                              --------      --------      -------      -------
<S>                                           <C>           <C>           <C>          <C>
Investment Division
     Scudder Growth and Income
       Division Twenty-One..................   226.68%       105.37%       49.91%       29.58%
Benchmark Comparison
     S&P 500 Index..........................   300.37%       115.45%       53.44%       37.58%
</TABLE>
 
                                       30
<PAGE>   81
 
Templeton Foreign Division Thirty-Two Compared to EAFE Index
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
       ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE JANUARY 1, 1986
 
<TABLE>
<CAPTION>
                                                                                    EAFE
                       FOREIGN DIVISION THIRTY-TWO                                 INDEX
    -----------------------------------------------------------------             --------
    <S>                                                      <C>                  <C>
    01/01/86...............................................  $ 10,000             $ 10,000
    12/31/86...............................................    12,754               16,944
    12/31/87...............................................    15,753               21,118
    12/31/88...............................................    19,031               27,087
    12/31/89...............................................    24,597               29,942
    12/31/90...............................................    23,625               22,921
    12/31/91...............................................    27,666               25,701
    12/31/92...............................................    27,421               22,572
    12/31/93...............................................    37,149               29,922
    12/31/94...............................................    36,918               32,249
    12/31/95...............................................    40,635               35,864
</TABLE>
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
                        (PERIOD ENDED DECEMBER 31, 1995)
 
<TABLE>
<CAPTION>
                                               10 YEARS      5 YEARS      3 YEARS      1 YEAR
                                               --------      -------      -------      -------
<S>                                            <C>           <C>          <C>          <C>
Investment Division
     Foreign Division Thirty-Two.............   306.35%       72.00%       48.19%       10.07%
Benchmark Comparison
     EAFE Index..............................   258.64%       56.46%       58.88%       11.21%
</TABLE>
 
Twentieth-Century Ultra Investors Division Thirty-One Compared to S&P 500 Index
and NASDAQ Composite Index
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
       ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE JANUARY 1, 1986
 
<TABLE>
<CAPTION>
                                                                                     NASDAQ
                     ULTRA INVESTORS                             S&P 500            COMPOSITE
                   DIVISION THIRTY-ONE                            INDEX              INDEX*
    --------------------------------------------------           --------           --------
    <S>                                       <C>                <C>                <C>
    01/01/86................................  $ 10,000           $ 10,000           $ 10,000
    12/31/86................................    10,911             11,867             10,736
    12/31/87................................    11,519             12,490             10,171
    12/31/88................................    12,916             14,564             11,737
    12/31/89................................    17,501             19,179             13,997
    12/31/90................................    18,939             18,583             11,505
    12/31/91................................    34,940             24,245             18,045
    12/31/92................................    35,012             26,092             20,834
    12/31/93................................    42,204             28,722             23,907
    12/31/94................................    40,253             29,101             23,142
    12/31/95................................    54,839             40,037             32,380
</TABLE>
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
                        (PERIOD ENDED DECEMBER 31, 1995)
 
<TABLE>
<CAPTION>
                                           10 YEARS      5 YEARS       3 YEARS        1 YEAR
                                           --------      --------      --------      --------
<S>                                        <C>           <C>           <C>           <C>
Investment Division
     Twentieth-Century Ultra Investors
       Division Thirty-One...............   448.39%       189.56%        56.63%        36.23%
Benchmark Comparison
     S&P 500 Index.......................   300.37%       115.45%        53.44%        37.58%
     NASDAQ Composite Index*.............   223.80%       181.44%        55.42%        39.92%
</TABLE>
 
- ---------------
 
* Does not include dividends reinvested.
 
                                       31
<PAGE>   82
 
Vanguard Fixed Income Securities Fund -- Long-Term Corporate Portfolio Division
Twenty-Two Compared to Merrill Lynch Corporate Master Index
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
       ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE JANUARY 1, 1986
 
<TABLE>
<CAPTION>
                                                                              MERRILL LYNCH
                          LONG-TERM CORPORATE                                CORPORATE MASTER
                          DIVISION TWENTY-TWO                                     INDEX
    ----------------------------------------------------------------         ----------------
    <S>                                                     <C>              <C>
    01/01/86.............................................   $ 10,000             $ 10,000
    12/31/86.............................................     11,279               11,630
    12/31/87.............................................     11,162               11,844
    12/31/88.............................................     12,093               13,000
    12/31/89.............................................     13,757               14,835
    12/31/90.............................................     14,431               15,928
    12/31/91.............................................     17,233               18,833
    12/31/92.............................................     18,682               20,551
    12/31/93.............................................     21,126               23,105
    12/31/94.............................................     19,760               22,328
    12/31/95.............................................     24,672               27,146
</TABLE>
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
                        (PERIOD ENDED DECEMBER 31, 1995)
 
<TABLE>
<CAPTION>
                                               10 YEARS      5 YEARS      3 YEARS      1 YEAR
                                               --------      -------      -------      -------
<S>                                            <C>           <C>          <C>          <C>
Investment Division
     Vanguard Fixed Income Securities Fund-
       Long-Term Corporate Portfolio.........   146.72%       70.97%       32.07%       24.86%
Benchmark Comparison
     Merrill Lynch Corporate Master Index....   171.46%       70.43%       32.09%       21.58%
</TABLE>
 
Vanguard Fixed Income Securities Fund -- Long-Term U.S. Treasury Portfolio
Division Twenty-Three Compared to Lehman Brothers U.S. Treasury Long-Term Index
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
         ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE MAY 19, 1986
 
<TABLE>
<CAPTION>
                                                                               LEHMAN BROS.
                                                                              U.S. TREASURY
                        LONG-TERM U.S. TREASURY                                 LONG-TERM
                         DIVISION TWENTY-THREE                                    INDEX
    ----------------------------------------------------------------         ----------------
    <S>                                                     <C>              <C>
    05/19/86.............................................   $ 10,000             $ 10,000
    12/31/86.............................................     10,639               10,745
    12/31/87.............................................     10,200               10,458
    12/31/88.............................................     10,996               11,420
    12/31/89.............................................     12,809               13,580
    12/31/90.............................................     13,382               14,437
    12/31/91.............................................     15,521               17,109
    12/31/92.............................................     16,466               18,472
    12/31/93.............................................     18,995               21,659
    12/31/94.............................................     17,442               20,004
    12/31/95.............................................     22,416               26,142
</TABLE>
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
                        (PERIOD ENDED DECEMBER 31, 1995)
 
   
<TABLE>
<CAPTION>
                                               SINCE
                                              INCEPTION     5 YEARS       3 YEARS      1 YEAR
                                              --------      --------      -------      -------
<S>                                           <C>           <C>           <C>          <C>
Investment Division
     Vanguard Fixed Income Securities Fund
       Long-Term U.S. Treasury Portfolio....   124.16%        67.51%       36.13%       28.51%
Benchmark Comparison
     Lehman Brothers U.S. Treasury
       Long-Term Index......................   161.42%        81.07%       41.52%       30.69%
    
</TABLE>
 
                                       32
<PAGE>   83
 
Vanguard/Wellington Division Twenty-Five Compared to S&P 500 Index and Merrill
Lynch Corporate Master Index
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
       ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE JANUARY 1, 1986
 
<TABLE>
<CAPTION>
                            VANGUARD WELLINGTON                                    BLENDED
                            DIVISION TWENTY-FIVE                                    INDEX*
    --------------------------------------------------------------------           --------
    <S>                                                         <C>                <C>
    01/01/86.................................................   $ 10,000           $ 10,000
    12/31/86.................................................     11,686             11,810
    12/31/87.................................................     11,805             12,443
    12/31/88.................................................     13,536             14,213
    12/31/89.................................................     16,259             17,831
    12/31/90.................................................     15,607             17,950
    12/31/91.................................................     19,061             22,674
    12/31/92.................................................     20,315             24,532
    12/31/93.................................................     22,777             27,215
    12/31/94.................................................     22,387             27,139
    12/31/95.................................................     29,395             35,775
</TABLE>
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
                        (PERIOD ENDED DECEMBER 31, 1995)
 
<TABLE>
<CAPTION>
                                              10 YEARS      5 YEARS       3 YEARS      1 YEAR
                                              --------      --------      -------      -------
<S>                                           <C>           <C>           <C>          <C>
   
Investment Division
     Vanguard/Wellington Division
       Twenty-Five..........................   193.95%        88.34%       44.69%       31.30%
    
Benchmark Comparison
     Blended Index*.........................   257.75%        99.30%       45.83%       31.82%
</TABLE>
 
- ---------------
 
* The Blended Index reflects an allocation of investments in the following
  indexes: 65% of investments included in the S&P 500 Index and 35% of
  investments included in the Merrill Lynch Corporate Master Index.
 
  Vanguard/Windsor II Division Twenty-Four Compared to S&P 500 Index
 
                        HYPOTHETICAL $10,000 ACCOUNT VALUE
        ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE JANUARY 1, 1986
 
<TABLE>
<CAPTION>
                            VANGUARD WINDSOR II                                    S&P 500
                            DIVISION TWENTY-FOUR                                    INDEX
    --------------------------------------------------------------------           --------
    <S>                                                         <C>                <C>
    01/01/86.................................................   $ 10,000           $ 10,000
    12/31/86.................................................     11,980             11,867
    12/31/87.................................................     11,579             12,490
    12/31/88.................................................     14,265             14,564
    12/31/89.................................................     18,010             19,179
    12/31/90.................................................     16,012             18,583
    12/31/91.................................................     20,353             24,245
    12/31/92.................................................     22,509             26,092
    12/31/93.................................................     25,256             28,772
    12/31/94.................................................     24,654             29,101
    12/31/95.................................................     33,811             40,037
</TABLE>
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
                        (PERIOD ENDED DECEMBER 31, 1995)
 
<TABLE>
<CAPTION>
                                              10 YEARS      5 YEARS       3 YEARS      1 YEAR
                                              --------      --------      -------      -------
<S>                                           <C>           <C>           <C>          <C>
Investment Division
     Vanguard/Windsor II Division
       Twenty-Four..........................   238.11%       111.17%       50.21%       37.14%
Benchmark Comparison
     S&P 500 Index..........................   300.37%       115.45%       53.44%       37.58%
</TABLE>
 
                                       33
<PAGE>   84
 
                                PAYOUT PAYMENTS
 
ASSUMED INVESTMENT RATE
 
     The discussion concerning the amount of payout payments which follows this
section is based on an Assumed Investment Rate of 3 1/2% per annum. However, the
Company will permit each Annuitant choosing a variable payout option to select
an Assumed Investment Rate permitted by state law or regulations other than the
3 1/2% rate described in this prospectus as follows: 3%, 4 1/2%, 5% or 6% per
annum. (Note: an Assumed Investment Rate higher than 5% may not be selected
under individual Contracts.) The foregoing Assumed Investment Rates are used
merely in order to determine the first monthly payment per thousand dollars of
value. It should not be inferred that such rates will bear any relationship to
the actual net investment experience of VALIC Separate Account A.
 
AMOUNT OF PAYOUT PAYMENTS
 
     The amount of the first variable annuity payment to the Annuitant will
depend on the amount of the Account Value applied to effect the variable annuity
as of the tenth day immediately preceding the date payout payments commence, the
amount of any premium tax owed, the annuity option selected, and the age of the
Annuitant.
 
     The Contracts contain tables indicating the dollar amount of the first
payout payment under each payout option for each $1,000 of Account Value (after
the deduction for any premium tax) at various ages. These tables are based upon
the 1983 Table A (promulgated by the Society of Actuaries) and an Assumed
Investment Rate of 3%, 3 1/2%, 4% and 5% per annum (3 1/2% in the group
Contract).
 
     The portion of the first monthly variable payout payment derived from a
Division of VALIC Separate Account A is divided by the Payout Unit value for
that Division (calculated ten days prior to the date of the first monthly
payment) to determine the number of Payout Units in each Division represented by
the payment. The number of such units will remain fixed during the Payout
Period, assuming the Annuitant makes no transfers of Payout Units to provide
Payout Units under another Division or to provide a fixed annuity.
 
     In any subsequent month, the dollar amount of the variable payout payment
derived from each Division is determined by multiplying the number of Payout
Units in that Division by the value of such Payout Unit on the tenth day
preceding the due date of such payment. The Payout Unit value will increase or
decrease in proportion to the net investment return of the Division or Divisions
underlying the variable payout since the date of the previous payout payment,
less an adjustment to neutralize the 3 1/2% or other Assumed Investment Rate
referred to above.
 
     Therefore, the dollar amount of variable payout payments after the first
will vary with the amount by which the net investment return is greater or less
than 3 1/2% per annum. For example, if a Division has a cumulative net
investment return of 5% over a one year period, the first payout payment in the
next year will be approximately 1 1/2 percentage points greater than the payment
on the same date in the preceding year, and subsequent payments will continue to
vary with the investment experience of the Division. If such net investment
return is 1% over a one year period, the first payout payment in the next year
will be approximately 2 1/2 percentage points less than the payment on the same
date in the preceding year, and subsequent payments will continue to vary with
the investment experience of the applicable Division.
 
     Each deferred Contract provides that, when fixed payout payments are to be
made under one of the first four payout options, the monthly payment to the
Annuitant will not be less than the monthly payment produced by the then current
settlement option rates, which will not be less than the rates used for a
currently issued single payment immediate annuity contract. The purpose of this
provision is to assure the Annuitant that, at retirement, if the fixed payout
purchase rates then required by the Company for new single payment immediate
annuity contracts are significantly more favorable than the annuity rates
guaranteed by a Contract, the Annuitant will be given the benefit of the new
annuity rates.
 
PAYOUT UNIT VALUE
 
     The value of a Payout Unit is calculated at the same time that the value of
an Purchase Unit
 
                                       34
<PAGE>   85
 
is calculated and is based on the same values for Fund shares and other assets
and liabilities. (See "Purchase Period" in the prospectus.) The calculation of
Payout Unit value is discussed in the prospectus under "Payout Period."
 
     The following illustrations show, by use of hypothetical examples, the
method of determining the Payout Unit value and the amount of variable annuity
payments.
 
                ILLUSTRATION OF CALCULATION OF PAYOUT UNIT VALUE
 
     Example 8.
 
<TABLE>
    <S>                                                                       <C>
     1. Payout Unit value, beginning of period..............................  $  .980000
     2. Net investment factor for Period (see Example 3)....................    1.023558
     3. Daily adjustment for 3 1/2% Assumed Investment Rate.................     .999906
     4. (2)X(3).............................................................    1.023462
     5. Payout Unit value, end of period (1)X(4)............................  $ 1.002993
</TABLE>
 
                        ILLUSTRATION OF PAYOUT PAYMENTS
 
     Example 9. Annuitant age 65, Life Annuity with 120 Payments Certain
 
<TABLE>
    <S>                                                                  <C>
     1. Number of Purchase Units at Payout Date........................    10,000.00
     2. Purchase Unit value (see Example 3)............................  $      1.800000
     3. Account Value of Contract (1)X(2)..............................  $ 18,000.00
     4. First monthly Payout Payment per $1,000 of Account Value.......  $      5.63
     5. First monthly Payout Payment (3)X(4)/1,000.....................  $    101.34
     6. Payout Unit value (see Example 10).............................  $       .980000
     7. Number of Payout Units (5)/(6).................................       103.408
     8. Assume Payout Unit value for second month equal to.............  $       .997000
     9. Second monthly Payout Payment (7)X(8)..........................  $    103.10
    10. Assume Payout Unit value for third month equal to..............  $       .953000
    11. Third monthly Payout Payment (7)X(10)..........................  $     98.55
</TABLE>
 
                                       35
<PAGE>   86
 
                   DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS
 
     The Company has qualified or intends to qualify the Contracts for sale in
all fifty states and the District of Columbia and will commence offering the
Contracts promptly upon qualification in each such jurisdiction.
 
     The Contracts are sold in a continuous offering by licensed insurance
agents who are registered representatives of broker-dealers which are members of
the National Association of Securities Dealers, Inc. (the "NASD"). The principal
underwriter for VALIC Separate Account A is the Underwriter as defined above, a
wholly-owned subsidiary of the Company. The Underwriter's address is 2929 Allen
Parkway, Houston, Texas 77019. The Underwriter is a Texas corporation organized
in 1970 and is a member of the NASD.
 
     The licensed agents who sell the Contracts will be compensated for such
sales by commissions ranging up to 5% of each Purchase Payment. Managers who
supervise the agents will receive overriding commissions ranging up to 1% of
Purchase Payments. (These various commissions are paid by the Company and do not
result in any charge to Contract Owners or to VALIC Separate Account A in
addition to the charges described under "Fees and Charges" in the prospectus.)
 
     Pursuant to its underwriting agreement with the Underwriter and VALIC
Separate Account A, the Company reimburses the Underwriter for reasonable sales
expenses, including overhead expenses. Sales commissions for year 1995 were
$44,476,000.
 
                                    EXPERTS
 
     The consolidated financial statements of the Company at December 31, 1995
and 1994, and for each of the three years in the period ended December 31, 1995,
and the financial statements of the Company's Separate Account A at December 31,
1995 and for each of the two years in the period then ended, appearing in this
Statement of Additional Information have been audited by Ernst & Young LLP,
independent auditors, as set forth in their reports thereon appearing elsewhere
herein. The financial statements audited by Ernst & Young LLP have been included
in reliance upon such reports given upon the authority of such firm as experts
in accounting and auditing.
 
                                       36
<PAGE>   87
 
                        COMMENTS ON FINANCIAL STATEMENTS
 
     The financial statements of The Variable Annuity Life Insurance Company
should be considered only as bearing upon the ability of the Company to meet its
obligations under the Contracts, which include death benefits, and its
assumption of the mortality and expense risks.
 
     Divisions Six, Ten, Twelve, Thirteen, Fifteen, Seventeen, Twenty-one,
Twenty-two, Twenty-three, Twenty-four, Twenty-five, Twenty-six, Twenty-seven,
Twenty-eight, Twenty-nine, Thirty, Thirty-one and Thirty-two are the only
Divisions available under the Contracts described in the Prospectus. The
Separate Account financial statements contained herein reflect the composition
of the Separate Account as of December 31, 1995, and for the fiscal year then
ended.
 
                                       37
<PAGE>   88
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

               AUDITED CONSOLIDATED
               FINANCIAL STATEMENTS

               December 31, 1995



               TABLE OF CONTENTS



               Report of Independent Auditors  . . . . . . . . . . . . . . .   1

               Consolidated Balance Sheet  . . . . . . . . . . . . . . . . .   2

               Consolidated Statement of Income  . . . . . . . . . . . . . .   3

               Consolidated Statement of Changes in
                  Stockholder's Equity . . . . . . . . . . . . . . . . . . .   4

               Consolidated Statement of Cash Flows  . . . . . . . . . . . .   5

               Notes to Consolidated Financial Statements  . . . . . . . . .   6
<PAGE>   89

                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

REPORT OF INDEPENDENT AUDITORS


To the Board of Directors
The Variable Annuity Life Insurance Company

         We have audited the accompanying consolidated balance sheets of The
Variable Annuity Life Insurance Company and Subsidiary as of December 31, 1995
and 1994, and the related consolidated statements of income, changes in
stockholder's equity, and cash flows for each of the three years in the period
ended December 31, 1995. These financial statements are the responsibility of
the company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

         We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

         In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of The
Variable Annuity Life Insurance Company and Subsidiary at December 31, 1995 and
1994, and the consolidated results of their operations and their cash flows for
each of the three years in the period ended December 31, 1995, in conformity
with generally accepted accounting principles.

         As discussed in Note 1.3 to the financial statements, in 1993 the
company changed its method of accounting for postretirement benefits other than
pensions, income taxes, postemployment benefits, reinsurance, loan impairments,
and certain investments in debt and equity securities, as a result of adopting
recently promulgated accounting standards governing the accounting treatment
for these items.

                                              /s/ ERNST & YOUNG LLP
                                              ERNST & YOUNG LLP

Houston, Texas
February 12, 1996
<PAGE>   90
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

Consolidated Balance Sheet

At December 31,
In Thousands
<TABLE>
<CAPTION>
                                                                                               1995             1994
- ------------------------------------------------------------------------------------------------------------------------
<S>              <C>                                                                        <C>            <C>
ASSETS           Investments - Notes 2, 6, 7, 8:
                   Fixed maturity securities
                      (amortized cost: $18,590,102 in 1995 and $16,930,860 in 1994)         $19,745,726    $ 16,084,308
                   Equity securities (cost: $56,825 in 1995 and $69,774 in 1994)                 71,770          72,752
                   Mortgage loans on real estate                                              1,443,817       1,535,201
                   Real estate, net of accumulated depreciation
                      of $99 in 1995 and $134 in 1994                                            23,365          22,235
                   Policy loans                                                                 557,637         474,830
                   Other long-term invested assets                                               16,929           7,232
                   Short-term investments                                                        39,277         160,022
                 -------------------------------------------------------------------------------------------------------
                      Total investments                                                      21,898,521      18,356,580
                 -------------------------------------------------------------------------------------------------------
                 Investment income receivable                                                   292,967         280,161
                 Cash on deposit and on hand                                                     27,794          18,909
                 Receivable for securities sold                                                  51,947           3,896
                 Deferred policy acquisition costs - Note 3                                     182,546         910,479
                 Due from reinsurer, net                                                         16,873          18,009
                 Other assets                                                                    37,912          26,655
                 Assets held in Separate Accounts                                             4,540,889       2,506,810
                 -------------------------------------------------------------------------------------------------------
                      Total assets                                                          $27,049,449    $ 22,121,499
- ------------------------------------------------------------------------------------------------------------------------
LIABILITIES      Policy reserves for fixed annuity investment contracts                     $20,146,697    $ 18,656,189
                 Payable for securities purchased                                                26,885           2,310
                 Remittances not allocated                                                       52,913          34,275
                 Commissions, general expenses, and taxes (other than income taxes)              44,380          32,552
                 Other liabilities                                                               51,768          46,941
                 Income tax liabilities - Note 4                                                387,076         109,362
                 Liabilities related to Separate Accounts                                     4,540,889       2,506,810
                 -------------------------------------------------------------------------------------------------------
                      Total liabilities                                                      25,250,608      21,388,439
- ------------------------------------------------------------------------------------------------------------------------
STOCKHOLDER'S    Common stock (voting) par value $1 per share, 5,000 shares authorized
EQUITY             and 3,575 issued and outstanding in 1995 and 1994 - Note 5                     3,575           3,575
                 Additional paid-in capital                                                     384,126         382,733
                 Retained earnings                                                            1,014,520         910,233
                 Net unrealized investment gains (losses) - Note 2                              396,620        (563,481)
                 -------------------------------------------------------------------------------------------------------
                      Total stockholder's equity                                              1,798,841         733,060
                 -------------------------------------------------------------------------------------------------------
                      Total liabilities and stockholder's equity                            $27,049,449    $ 22,121,499
                 -------------------------------------------------------------------------------------------------------
</TABLE>

                    See notes to consolidated financial statements.





2
<PAGE>   91
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

Consolidated Statement of Income

For the Years Ended December 31,
In Thousands
<TABLE>
<CAPTION>
                                                                               1995           1994           1993
- ---------------------------------------------------------------------------------------------------------------------
<S>                 <C>                                                    <C>            <C>            <C>
REVENUES            Surrender charges                                      $     9,967    $     9,964    $     8,605
                    Mortality charges                                           34,965         21,136         15,614
                    Expense charges                                              5,122          5,528          5,349
                    Net investment income - Note 2                           1,597,681      1,493,942      1,434,019
                    Net reinsurance income                                       1,573          1,908          1,826
                    Realized investment gains (losses) - Note 2                 (7,149)       (71,950)        17,969
                    Other income                                                 6,878          6,517          4,361
                    -------------------------------------------------------------------------------------------------
                       Total revenues                                        1,649,037      1,467,045      1,487,743
- ---------------------------------------------------------------------------------------------------------------------
COSTS AND           Policy costs:
EXPENSES               Increase in policy reserves for fixed
                          annuity contracts                                  1,203,986      1,133,547      1,125,055
                    -------------------------------------------------------------------------------------------------
                          Total costs                                        1,203,986      1,133,547      1,125,055
                    -------------------------------------------------------------------------------------------------
                    Expenses:
                       Commissions                                              84,670         73,198         66,739
                       Salaries                                                 48,227         42,742         39,923
                       Guaranty association assessments - Note 9                18,961          6,300          7,000
                       Data processing                                          13,200         10,908         10,262
                       Postage and telephone                                    10,710          8,137          7,348
                       Sales promotion                                           9,361          8,024          7,305
                       Printing and supplies                                     4,721          4,372          3,505
                       Other expenses                                           44,055         43,029         36,327
                       Amortization of deferred policy acquisition
                          costs - Note 3                                        16,841         13,263         10,000
                       Policy acquisition costs deferred - Note 3             (104,702)       (88,046)       (82,960)
                    -------------------------------------------------------------------------------------------------
                          Total expenses                                       146,044        121,927        105,449
                    -------------------------------------------------------------------------------------------------
                          Total costs and expenses                           1,350,030      1,255,474      1,230,504
- ---------------------------------------------------------------------------------------------------------------------
EARNINGS            Earnings before income taxes and cumulative effect of
                       accounting changes                                      299,007        211,571        257,239
                    Income tax expense:
                       Excluding tax rate related adjustment - Note 4           99,720         70,183         84,863
                       Tax rate related adjustment - Note 4                         --             --          4,490
                    -------------------------------------------------------------------------------------------------
                       Total                                                    99,720         70,183         89,353
                    -------------------------------------------------------------------------------------------------
                    Income before cumulative effect of accounting changes      199,287        141,388        167,886
                    Cumulative effect of accounting changes - Note 1                --             --         (2,588)
                    -------------------------------------------------------------------------------------------------
                       Net income                                          $   199,287    $   141,388    $   165,298
                    -------------------------------------------------------------------------------------------------


</TABLE>

                    See notes to consolidated financial statements.





                                                                               3
<PAGE>   92
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

Consolidated Statement of Changes in Stockholder's Equity

For the Years Ended December 31,
In Thousands
<TABLE>
<CAPTION>
                                                                                 1995        1994           1993
- ------------------------------------------------------------------------------------------------------------------
<S>                    <C>                                                  <C>           <C>         <C>
COMMON STOCK           Balance at beginning and end of year                 $     3,575   $   3,575   $     3,575
- ------------------------------------------------------------------------------------------------------------------
ADDITIONAL             Balance at beginning of year                             382,733     382,727       330,800
PAID-IN-CAPITAL           Capital contribution from stockholder                   1,393           6        51,927
                       -------------------------------------------------------------------------------------------
                       Balance at end of year                                   384,126     382,733       382,727
- ------------------------------------------------------------------------------------------------------------------
RETAINED               Balance at beginning of year                             910,233     821,845       656,547
EARNINGS                  Net income                                            199,287     141,388       165,298
                          Dividends paid to stockholder                         (95,000)    (53,000)            -
                       -------------------------------------------------------------------------------------------
                       Balance at end of year                                 1,014,520     910,233       821,845
- ------------------------------------------------------------------------------------------------------------------
NET UNREALIZED         Balance at beginning of year                            (563,481)    348,470         4,892
INVESTMENT                Change during year                                    960,101    (911,951)      343,578
                       -------------------------------------------------------------------------------------------
GAINS (LOSSES)         Balance at end of year                                   396,620    (563,481)      348,470
- ------------------------------------------------------------------------------------------------------------------
STOCKHOLDER'S
EQUITY                 Total stockholder's equity at end of year            $ 1,798,841   $ 733,060   $ 1,556,617
                       -------------------------------------------------------------------------------------------
</TABLE>
                       See notes to consolidated financial statements.





4
<PAGE>   93
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

Consolidated Statement of Cash Flows 

For the Years Ended December 31, 
In Thousands
<TABLE>
<CAPTION>
                                                                               1995         1994          1993
- ------------------------------------------------------------------------------------------------------------------
<S>                 <C>                                                     <C>           <C>         <C>
OPERATING              Income before cumulative effect of accounting
                          changes                                           $   199,287   $ 141,388   $   167,886
ACTIVITIES             Reconciling adjustments to net cash  provided by
                         operating activities:
                          Insurance and annuity liabilities                   1,203,986   1,133,547     1,125,055
                          Deferred policy acquisition costs                     (87,861)    (74,783)      (72,960)
                          Other, net                                             28,179     (41,944)      (95,445)
                       -------------------------------------------------------------------------------------------
                            Net cash provided by operating activities         1,343,591   1,158,208     1,124,536
- ------------------------------------------------------------------------------------------------------------------
INVESTING              Investment purchases                                  (9,671,304) (7,827,877)   (5,531,834)
ACTIVITIES             Investment calls, maturities, and sales                8,025,420   6,456,637     3,497,419
                       Net (increase) decrease in short-term investments        120,745    (160,022)           -
                       -------------------------------------------------------------------------------------------
                            Net cash used for investing activities           (1,525,139) (1,531,262)   (2,034,415)
- ------------------------------------------------------------------------------------------------------------------
FINANCING              Policyholder account deposits                          2,553,928   2,227,803     2,129,542
ACTIVITIES             Policyholder account withdrawals                        (996,324) (1,004,953)     (751,537)
                       Transfers to Separate Accounts                        (1,273,778)   (723,994)     (504,969)
                       Capital contribution from stockholder                      1,607           6        52,941
                       Net decrease in short-term debt                               -      (59,000)      (20,400)
                       Dividends paid                                           (95,000)    (53,000)           -
                       -------------------------------------------------------------------------------------------
                            Net cash provided by financing activities           190,433     386,862       905,577
- ------------------------------------------------------------------------------------------------------------------
NET CHANGE             Net increase (decrease) in cash                            8,885      13,808        (4,302)
IN CASH                Cash at beginning of year                                 18,909       5,101         9,403
                       -------------------------------------------------------------------------------------------
                            Cash at end of year                             $    27,794   $  18,909   $     5,101
                       -------------------------------------------------------------------------------------------
</TABLE>
                    See notes to consolidated financial statements.

                                                                               5
<PAGE>   94
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

Notes to Consolidated Financial Statements

December 31, 1995

All dollar amounts in thousands, except per share data

1.  SIGNIFICANT ACCOUNTING POLICIES

1.1  INTRODUCTION

   The Variable Annuity Life Insurance Company (VALIC), an indirect, wholly
owned subsidiary of American General Corporation (AGC), provides tax-deferred
retirement annuities and employer-sponsored retirement plans to employees of
educational, health care, public sector, and not-for-profit organizations.
VALIC markets products nationwide to 900,000 customers through a national
network of 850 sales representatives. VALIC is 100% owned by American General
Life Insurance Company (AGL), a wholly owned subsidiary of AGC Life Insurance
Company (AGC Life). AGC Life is a wholly owned subsidiary of AGC. A summary of
the accounting policies followed in the preparation of the consolidated
financial statements is set forth below.

1.2  PREPARATION OF FINANCIAL STATEMENTS

   The consolidated financial statements have been prepared in accordance with
generally accepted accounting principles (GAAP). The consolidated financial
statements include the accounts of VALIC and its wholly owned marketing
company. All material intercompany accounts have been eliminated upon
consolidation. To conform with the 1995 presentation, certain items in the
prior years' financial statements have been reclassified.

   The preparation of financial statements requires management to make
estimates and assumptions that affect (1) the reported amounts of assets and
liabilities, (2) disclosures of contingent assets and liabilities, and (3) the
reported amounts of revenues and expenses during the reporting period. Ultimate
results could differ from those estimates.

1.3  ACCOUNTING CHANGES

   Current Year. During 1995, VALIC adopted Statement of Financial Accounting
Standards (SFAS) 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to be Disposed Of." SFAS 121 establishes accounting
standards for (1) the impairment of long-lived assets, certain identifiable
intangibles, and goodwill related to those assets to be held and used in the
business, and (2) long-lived assets and certain identifiable intangibles to be
disposed of. With the adoption of SFAS 121, VALIC measures impairment of
certain investment real estate based on fair value, rather than net realizable
value as previously required. Adoption of this standard did not have a material
impact on the consolidated financial statements.

   Prior Years. Effective January 1, 1993, VALIC adopted the following
accounting standards: (1) SFAS 106, "Employers' Accounting for Postretirement
Benefits Other than Pensions," which resulted in a one-time reduction of net
income of $573 ($868 pretax); (2) SFAS 109, "Accounting for Income Taxes,"
which resulted in a one-time reduction of net income of $1,880; and (3) SFAS
112, "Employers' Accounting for Postemployment Benefits," which resulted in a
one-time reduction of net income of $135 ($205 pretax).

   Effective January 1, 1993, VALIC also adopted SFAS 113, "Accounting and
Reporting for Reinsurance of Short-Duration and Long-Duration Contracts," and
SFAS 114, "Accounting by Creditors for Impairment of a Loan." Adoption of these
standards did not have a material impact on the consolidated financial
statements.

   At December 31, 1993, VALIC adopted SFAS 115, "Accounting for Certain
Investments in Debt and Equity Securities." This standard requires that debt
and equity securities be carried at fair value unless VALIC has the positive
intent and ability to hold these investments to maturity. Upon adoption, VALIC
reported all debt and equity securities at fair value and recorded net
unrealized gains on securities of $345,645 to shareholder's equity.

1.4  INVESTMENTS

   FIXED MATURITY AND EQUITY SECURITIES. All fixed maturity and equity
securities are currently classified as available-for-sale and recorded at fair
value.  After adjusting related balance sheet accounts as if the unrealized
gains (losses) had been realized, the net adjustment is recorded in net
unrealized gains (losses) on securities within stockholder's equity. If the
fair value of a security classified as available-for-sale declines below its
cost and this decline is considered to be other than temporary, the security is
reduced to its net realizable value, and the reduction is recorded as a
realized loss.

   MORTGAGE LOANS. Mortgage loans are reported at amortized cost, net of an
allowance for losses. The allowance for losses covers all non-performing loans,
consisting of loans restructured or delinquent 60 days or more.  The allowance
also covers loans for which there is a concern based on management's assessment
of risk factors, such as potential non-payment or non-monetary default. The
allowance is based on a loan-specific review and a formula that reflects past
results and current trends.

   Impaired loans, those for which VALIC determines that it is probable that
all amounts due under the contractual terms will not be collected, are reported
at the lower of amortized cost or fair value of the underlying collateral, less
estimated costs to sell.

   POLICY LOANS. Policy loans are reported at cost and are adjusted
periodically for possible uncollectible amounts.





6
<PAGE>   95
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

December 31, 1995

   INVESTMENT INCOME. Interest on fixed maturity securities and performing
mortgage loans is recorded as income when earned and is adjusted for any
amortization of premium or discount. Interest on restructured mortgage loans is
recorded as income when earned based on the new contractual rate. Interest on
delinquent mortgage loans is recorded as income on a cash basis. Dividends are
recorded as income on ex-dividend dates.

   REALIZED INVESTMENT GAINS (LOSSES). Realized investment gains (losses) are
recognized using the specific identification method and include declines in
fair value of investments below cost that are considered other than temporary.

1.5  DEFERRED POLICY ACQUISITION COSTS (DPAC)

   The costs of writing an insurance policy, including agents' commissions and
underwriting and marketing expenses, are deferred and included in the DPAC
asset. DPAC is charged to expense in relation to the estimated gross profits of
the insurance contracts, including realized investment gains (losses).

   Gross profits include realized investment gains (losses). In addition, DPAC
is adjusted for the impact on estimated future gross profits as if net
unrealized gains (losses) on securities had been realized at the balance sheet
date. The impact of this adjustment is included in net unrealized gains
(losses) on securities within stockholder's equity.

   VALIC reviews the carrying amount of DPAC on at least an annual basis. In
determining whether the carrying amount is appropriate, the company considers
estimated future gross profit margins, as well as, expected mortality, interest
earned and credited rates, persistency, and expenses.

1.6  SEPARATE ACCOUNTS

   Separate Accounts are assets and liabilities associated with certain
contracts, principally annuities for which the investment risk lies solely with
the holder of the contract rather than the company. Consequently, the insurer's
liability for these accounts equals the value of the account assets. Investment
income, realized investment gains (losses), and policyholder account deposits
and withdrawals related to Separate Accounts are excluded from the consolidated
statements of income and cash flows. Assets held in the Separate Accounts are
primarily shares in mutual funds, which are carried at fair value, based on the
quoted net asset value per share.

1.7  POLICY RESERVES

   Net deposits made by fixed annuity policyholders are accumulated at interest
rates guaranteed by VALIC plus excess interest paid at the sole discretion of
the Board of Directors until benefits are payable. Reserves for deferred
annuities (accumulation phase) are equivalent to the policyholders' account
values. Reserves for annuities on which benefits are currently payable (annuity
payout phase) are provided based upon estimated mortality and other
assumptions, including provisions for the risk of adverse deviation from
assumptions, which were appropriate at the time the contracts were issued. The
Progressive Annuity Mortality Table, the 1971 Individual or Group Annuity
Mortality Tables, and the 1983a Table have been used to provide for future
annuity benefits in the annuity payout phase. Interest rates used in
determining reserves for policy benefits during both the accumulation and
annuity payout phases range from 3.5% to 13.5%.

1.8  RECOGNITION OF REVENUES AND COSTS

   Premium receipts for annuity contracts are classified as deposits instead of
revenues. Revenues for these contracts consist of the mortality, expense, and
surrender charges assessed against the account balance. Gains (losses) from
mortality guarantees under variable annuity contracts are recognized as they
occur.

1.9  INCOME TAXES

   Deferred tax assets and liabilities are established for temporary
differences between the financial reporting basis and the tax basis of assets
and liabilities, at the enacted tax rates expected to be in effect when the
temporary differences reverse. The effect of a tax rate change is recognized in
income in the period of enactment. State income taxes are included in income
tax expense.

   A valuation allowance for deferred tax assets is provided if all or some
portion of the deferred tax asset may not be realized. An increase or decrease
in a valuation allowance that results from a change in circumstances that
causes a change in judgment about the realizability of the related deferred tax
asset is included in income.  A change related to fluctuations in fair value of
available-for-sale securities is included in net unrealized gains (losses) on
securities in stockholder's equity.

1.10  STATUTORY ACCOUNTING

   State insurance laws prescribe accounting practices for calculating
statutory net income and  equity (capital and surplus) that differ from GAAP.
Net income and stockholder's equity as determined by statutory accounting
practices at December 31 were as follows:

<TABLE>
<CAPTION>
                              1995              1994                 1993
- -----------------------------------------------------------------------------
<S>                        <C>                <C>                  <C>
Net income                 $157,622           $  171,486           $  154,231
Stockholder's equity       $926,654           $  869,026           $  770,385
- -----------------------------------------------------------------------------
</TABLE>





                                                                               7
<PAGE>   96
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

December 31, 1995

2.  INVESTMENTS

2.1  INVESTMENT INCOME

   Income by type of investment was as follows:

<TABLE>
<CAPTION>
                                                                       1995          1994           1993
- ------------------------------------------------------------------------------------------------------------
<S>                                                               <C>           <C>            <C>
Non-Affiliated fixed
  maturity securities                                             $ 1,414,644   $  1,300,028   $  1,222,544
Affiliated fixed
  maturity securities                                                   3,181          3,342          3,466
Equity securities                                                       4,281          2,529          2,454
Mortgage loans on real estate                                         149,974        163,263        183,532
Other investments                                                      36,473         36,226         33,993
- ------------------------------------------------------------------------------------------------------------
  Gross investment income                                           1,608,553      1,505,388      1,445,989
  Investment expenses                                                  10,872         11,446         11,970
- ------------------------------------------------------------------------------------------------------------
     Net investment income                                        $ 1,597,681   $  1,493,942   $  1,434,019
- ------------------------------------------------------------------------------------------------------------
</TABLE>

   The carrying value of investments that produced no investment income during
1995 totaled $8,675 or .04% of total invested assets. The ultimate disposition
of these assets is not expected to have a material effect on VALIC's
consolidated results of operations and financial position.

2.2  REALIZED INVESTMENT GAINS (LOSSES)

   Realized investment gains (losses) were as follows:

<TABLE>
<CAPTION>
                                                                       1995          1994           1993
- ------------------------------------------------------------------------------------------------------------
<S>                                                               <C>           <C>            <C>
Fixed maturity securities                                         $       832   $    (83,950)  $     45,166
Equity securities                                                       7,706          2,143         12,060
Mortgage loans on real estate                                         (24,465)       (11,640)       (30,565)
Real estate                                                             3,767          1,608         (8,519)
Other                                                                   5,011         19,889           (173)
- ------------------------------------------------------------------------------------------------------------
  Realized gains (losses)
    before taxes                                                       (7,149)       (71,950)        17,969
Income tax expense (benefit)                                           (1,414)       (25,183)         6,289
- ------------------------------------------------------------------------------------------------------------
   Net realized investment
     gains (losses)                                               $    (5,735)  $    (46,767)  $     11,680
- ------------------------------------------------------------------------------------------------------------
</TABLE>

   Proceeds from sales of fixed maturity securities were $1,432,183,
$1,128,925, and $413,679 during 1995, 1994, and 1993, respectively. Gross gains
of $15,722, $7,610, and $25,737 and gross losses of $30,518, $89,917, and
$32,878, were realized on those sales during 1995, 1994, and 1993,
respectively.

   During fourth quarter 1994, AGC initiated a program to realize capital
losses for tax purposes to offset prior period capital gains. During 1995, AGC
received a tax refund of $45,944 generated by $126,285 in net capital losses
realized in fourth quarter 1994 primarily through the sale of fixed maturity
securities. In conjunction with this program, VALIC realized net capital losses
for tax purposes of $110,019 in fourth quarter 1994, primarily through the sale
of $1,186,197 of fixed maturity securities. Due to declining interest rates
during 1995, which resulted in increasing values of VALIC's fixed maturity
securities, no additional capital losses were realized under this program.

2.3  FIXED MATURITY AND EQUITY SECURITIES

   VALUATION. All fixed maturity and equity securities are classified as
available-for-sale and reported at fair value (see Note 1.4). Amortized cost
and fair value at December 31 were as follows:

<TABLE>
<CAPTION>
                                                    Amortized Cost                Gross Unrealized Gains        
                                           -------------------------------    ------------------------------
                                                 1995             1994            1995               1994       
- ------------------------------------------------------------------------------------------------------------
<S>                                        <C>               <C>              <C>            <C>                
U.S. Treasury securities and                                                                                    
  obligations of U.S. government                                                                                
  corporations and agencies                $    173,879      $    178,724     $    33,063    $        3,623     
Obligations of states and                                                                                       
  political subdivisions                         32,349            13,902           1,467                15     
Debt securities issued by                                                                                       
  foreign governments                           238,592           272,999          19,639             1,310     
Corporate securities                         11,338,933         9,413,532         792,302            91,402     
Mortgage-backed securities                    6,771,473         7,016,389         333,436            34,801     
Affiliated fixed maturity securities             32,275            35,314               -                 -     
Redeemable preferred stock                        2,601                 -               -                 -     
- ------------------------------------------------------------------------------------------------------------
  Total fixed maturity securities          $ 18,590,102      $ 16,930,860     $ 1,179,907    $      131,151     
- ------------------------------------------------------------------------------------------------------------
Equity securities                          $     56,825      $     69,774     $    14,966    $        4,153     
- ------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                    Gross Unrealized Losses                  Fair Value
                                               -------------------------------    --------------------------------
                                                   1995                1994            1995              1994
- ------------------------------------------------------------------------------------------------------------------
<S>                                            <C>                <C>             <C>               <C>
U.S. Treasury securities and               
  obligations of U.S. government           
  corporations and agencies                    $         (25)     $    (2,165)    $     206,917     $     180,182
Obligations of states and                  
  political subdivisions                                 (15)          (1,290)           33,801            12,627
Debt securities issued by                  
  foreign governments                                      -          (14,570)          258,231           259,739
Corporate securities                                 (20,225)        (458,242)       12,111,010         9,046,692
Mortgage-backed securities                            (3,924)        (501,436)        7,100,985         6,549,754
Affiliated fixed maturity securities                       -                -            32,275            35,314
Redeemable preferred stock                               (94)               -             2,507                 -
- ------------------------------------------------------------------------------------------------------------------
  Total fixed maturity securities              $     (24,283)     $  (977,703)    $  19,745,726     $  16,084,308
- ------------------------------------------------------------------------------------------------------------------
Equity securities                              $         (21)     $    (1,175)    $      71,770     $      72,752
- ------------------------------------------------------------------------------------------------------------------

</TABLE>




8
<PAGE>   97
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

December 31, 1995

2.  INVESTMENTS - (CONTINUED)

   MATURITIES. The contractual maturities of fixed maturity securities at
December 31, 1995 were as follows:

<TABLE>
<CAPTION>
                                                                        Amortized                  Fair
                                                                           Cost                    Value
- -----------------------------------------------------------------------------------------------------------
<S>                                                                    <C>                    <C>
Fixed maturity securities, excluding
  mortgage-backed securities
   Due in one year or less                                             $     66,864           $     67,872
   Due after one year through five years                                  1,937,164              2,052,167
   Due after five years through ten years                                 7,744,456              8,260,724
   Due after ten years                                                    2,070,145              2,263,978
Mortgage-backed securities                                                6,771,473              7,100,985
- -----------------------------------------------------------------------------------------------------------
      Total fixed maturity securities                                  $ 18,590,102           $ 19,745,726
- -----------------------------------------------------------------------------------------------------------
</TABLE>

   Actual maturities may differ from contractual maturities since borrowers may
have the right to call or prepay obligations. Corporate requirements and
investment strategies may result in the sale of investments before maturity.

2.4  NET UNREALIZED GAINS (LOSSES) ON SECURITIES

   Net unrealized gains (losses) on fixed maturity and equity securities
included in stockholder's equity at December 31 were as follows:

<TABLE>
<CAPTION>
                                                                           1995                    1994
- -----------------------------------------------------------------------------------------------------------
<S>                                                                    <C>                    <C>
Gross unrealized gains                                                 $  1,194,873           $    135,304
Gross unrealized losses                                                     (24,304)              (978,877)
DPAC adjustments                                                           (551,624)               269,161
Deferred federal income taxes                                              (222,325)                10,931
- -----------------------------------------------------------------------------------------------------------
  Net unrealized gains (losses)
    on securities                                                      $    396,620           $   (563,481)
- -----------------------------------------------------------------------------------------------------------
</TABLE>

2.5  MORTGAGE LOANS ON REAL ESTATE

   DIVERSIFICATION. Diversification of the geographic location and type of
property collateralizing mortgage loans reduces the concentration of credit
risk. For new loans, VALIC requires loan-to-value ratios of 75% or less, based
on management's credit assessment of the borrower. At December 31 the mortgage
loan portfolio was distributed as follows:

<TABLE>
<CAPTION>
                                                                           1995                    1994
- -----------------------------------------------------------------------------------------------------------
<S>                                                                    <C>                    <C>
Geographic distribution:
  Atlantic                                                             $    677,739           $    705,643
  Pacific and Mountain                                                      455,009                500,417
  Central                                                                   365,282                384,806
  Allowance for losses                                                      (54,213)               (55,665)
- -----------------------------------------------------------------------------------------------------------
    Total                                                              $  1,443,817           $  1,535,201
- -----------------------------------------------------------------------------------------------------------
Property type:
  Office                                                               $    478,493           $    512,229
  Retail                                                                    461,272                486,881
  Industrial                                                                223,374                253,760
  Apartments                                                                242,469                229,324
  Residential and other                                                      92,422                108,672
  Allowance for losses                                                      (54,213)               (55,665)
- -----------------------------------------------------------------------------------------------------------
    Total                                                              $  1,443,817           $  1,535,201
- -----------------------------------------------------------------------------------------------------------
</TABLE>

   ALLOWANCE. The allowance for mortgage loan losses was as follows:

<TABLE>
<CAPTION>
                                                                       1995          1994           1993
- -----------------------------------------------------------------------------------------------------------
<S>                                                               <C>           <C>            <C>
Balance at January 1                                              $    55,665   $     48,612   $     25,170
Net additions (a)                                                      12,619          9,926         31,757
Deductions (b)                                                        (14,071)        (2,873)        (8,315)
- -----------------------------------------------------------------------------------------------------------
  Balance at December 31                                          $    54,213   $     55,665   $     48,612
- -----------------------------------------------------------------------------------------------------------
</TABLE>

(a)  Charged to realized investment losses.
(b)  Resulting from foreclosures.

   IMPAIRED LOANS. Impaired mortgage loans on real estate and related interest
income were as follows:

<TABLE>
<CAPTION>
                                                                           1995                    1994
- -----------------------------------------------------------------------------------------------------------
<S>                                                                    <C>                    <C>
Impaired loans:
  With allowance*                                                      $     63,167           $    100,353
  Without allowance                                                           2,577                  1,434
- -----------------------------------------------------------------------------------------------------------
    Total impaired loans                                               $     65,744           $    101,787
- -----------------------------------------------------------------------------------------------------------
Average investment                                                     $     83,049           $     79,337
Interest income earned                                                        7,012                  4,634
Interest income - cash basis                                                  6,539                  2,318
- -----------------------------------------------------------------------------------------------------------
</TABLE>

*  Represents gross amounts before allowance for mortgage loan losses of
$17,701 and $23,553, respectively.

3.  DEFERRED POLICY ACQUISITION COSTS (DPAC)

   DPAC at December 31 and the components of the change for the years then
ended, were as follows:

<TABLE>
<CAPTION>
                                                                       1995          1994           1993
- -----------------------------------------------------------------------------------------------------------
<S>                                                               <C>           <C>            <C>
Balance at January 1                                              $   910,479   $    113,116   $    473,764
Capitalization:
  Commissions                                                          52,959         44,899         43,131
  Other acquisition costs                                              51,743         43,147         39,829
  Accretion of interest                                                54,086         47,170         42,439
Amortization:
  Operating earnings                                                  (70,927)       (60,433)       (52,439)
  Offset to realized losses                                             4,991         19,812              -
  Effect of net unrealized
    (gains) losses on securities                                     (820,785)       702,768       (433,608)
- -----------------------------------------------------------------------------------------------------------
Balance at December 31                                            $   182,546   $    910,479   $    113,116
- -----------------------------------------------------------------------------------------------------------
</TABLE>

4.  INCOME TAXES

4.1  TAX-SHARING AGREEMENT

   VALIC, combined with its Separate Accounts, is taxed as a life insurance
company. VALIC and the Separate Accounts are included in the consolidated life
insurance company tax return of AGC. VALIC participates in a tax-sharing
agreement with the other companies included in the consolidated return. Under
this agreement, tax payments are made to AGC as if the companies filed separate
tax returns and companies incurring operating losses and/or capital losses are
reimbursed for the use of these losses by the consolidated return group.





                                                                               9
<PAGE>   98
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

Notes to Consolidated Financial Statements - Continued

December 31, 1995

4.2  TAX LIABILITIES

   Components of income tax liabilities and assets at December 31 were as
follows:

<TABLE>
<CAPTION>
                                                                           1995                    1994
- -----------------------------------------------------------------------------------------------------------
<S>                                                                    <C>                    <C>
Current tax liabilities (assets)                                       $     10,740           $    (36,282)
- -----------------------------------------------------------------------------------------------------------
Deferred tax liabilities, applicable to:
  Basis differential of investments                                         428,863                  7,105
  Deferred policy acquisition costs                                          61,915                317,015
  Other                                                                       2,480                  2,322
- -----------------------------------------------------------------------------------------------------------
     Total deferred tax liabilities                                         493,258                326,442
- -----------------------------------------------------------------------------------------------------------
Deferred tax assets, applicable to:
  Policy reserves                                                          (100,014)               (71,232)
  Other                                                                      (9,381)               (10,287)
  Basis differential of investments                                          (7,527)              (295,251)
- -----------------------------------------------------------------------------------------------------------
     Total deferred tax assets before
        valuation allowance                                                (116,922)              (376,770)
     Valuation allowance                                                         --                195,972
- -----------------------------------------------------------------------------------------------------------
     Total deferred tax assets net of,
         valuation allowance                                               (116,922)              (180,798)
- -----------------------------------------------------------------------------------------------------------
         Net deferred tax liabilities                                       376,336                145,644
- -----------------------------------------------------------------------------------------------------------
             Total income tax liabilities                              $    387,076           $    109,362
- -----------------------------------------------------------------------------------------------------------
</TABLE>

   The deferred tax asset valuation allowance at December 31, 1994, was
attributable to unrealized losses on securities and had no income statement
impact.

4.3  TAX EXPENSE

   Components of income tax expense were as follows:

<TABLE>
<CAPTION>
                                                                       1995          1994           1993
- -------------------------------------------------------------------------------------------------------------
<S>                                                               <C>           <C>            <C>
Current:
  Federal                                                         $    99,273   $     52,973   $     93,936
  State                                                                 3,224          2,368          1,461
- -------------------------------------------------------------------------------------------------------------
    Total current income
       tax expense                                                    102,497         55,341         95,397
- -------------------------------------------------------------------------------------------------------------
Deferred, applicable to:
  Basis differential of
     investments                                                         (786)         7,189         (2,600)
  Deferred policy acquisition
     costs                                                             32,174         32,800         25,119
  Policy reserves                                                     (28,780)       (31,085)       (32,633)
  Other, net                                                           (5,385)         5,938          4,070
- -------------------------------------------------------------------------------------------------------------
    Total deferred income
       tax expense (benefit)                                           (2,777)        14,842         (6,044)
- -------------------------------------------------------------------------------------------------------------
       Income tax expense                                         $    99,720   $     70,183   $     89,353
- -------------------------------------------------------------------------------------------------------------
</TABLE>

   Effective January 1, 1993, the federal corporate tax rate increased from 34%
to 35%. The effect of the 1% tax rate increase on the existing deferred tax
liability was $4,490. This amount was included in 1993 income tax expense.

   A reconciliation between the federal income tax rate and the effective tax
rate follows:

<TABLE>
<CAPTION>
                                                                       1995          1994           1993
- -------------------------------------------------------------------------------------------------------------
<S>                                                               <C>           <C>            <C>
Federal income tax rate                                                   35%            35%            35%
Income tax expense at
  applicable rate                                                 $   104,652   $     74,050   $     90,034
Dividends received
  deduction                                                            (3,883)        (3,392)        (1,819)
Tax-exempt interest (ESOP)                                             (4,426)        (4,670)        (4,996)
Effect of tax rate change
  on deferred tax liabilities                                               -              -          4,490
State income taxes                                                      2,918          7,051          1,461
Other items                                                               459         (2,856)           183
- -------------------------------------------------------------------------------------------------------------
  Income tax expense                                              $    99,720   $     70,183   $     89,353
- -------------------------------------------------------------------------------------------------------------
</TABLE>

   Federal income taxes paid in 1995, 1994, and 1993 were $52,790, $122,608,
and $$59,613, respectively. State income taxes paid in 1995, 1994 and 1993 were
$2,653, $3,390 and $1,363, respectively.

5.  CAPITAL STOCK

   VALIC has two classes of capital stock:  preferred stock ($1.00 par value
with 2 million shares authorized) that may be issued with such dividend,
liquidation, redemption, conversion, voting, and other rights as the board of
directors may determine, and common stock ($1.00 par value, 5 million shares
authorized).

   VALIC is restricted by state insurance laws as to the amount it may pay as
dividends without prior approval from the Texas Department of Insurance. The
maximum dividend payout which may be made without prior approval in 1996 is
$172,402.

6.  DERIVATIVE FINANCIAL INSTRUMENTS

6.1  USE OF DERIVATIVE FINANCIAL INSTRUMENTS

   VALIC's objectives for using interest rate swap agreements on its investment
securities are to effectively convert specific investment securities from a
floating to a fixed-rate basis, or vice versa, and to hedge against the risk of
rising prices on anticipated investment security purchases.

   VALIC's objectives for using currency swap agreements are to effectively
convert cash flows from specific investment securities denominated in foreign
currencies into U.S. dollars at specified exchange rates, and to hedge against
currency rate fluctuations on anticipated investment security purchases.

   Derivative financial instruments related to investment securities, which
were not used prior to 1994, did not have a material effect on net investment
income in 1995 or 1994. VALIC is neither a dealer nor a trader in derivative
financial instruments.





10
<PAGE>   99
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

Notes to Consolidated Financial Statements - Continued

December 31, 1995

6.2  CREDIT AND MARKET RISK

   VALIC is exposed to credit risk in the event of nonperformance by
counterparties to swap agreements. The company limits this exposure by entering
into swap agreements with counterparties having high credit ratings, basing the
amount and term of agreements on these credit ratings, and regularly monitoring
the ratings.

   VALIC's credit exposure on swaps is limited to the fair value of swap
agreements that are favorable to the company.  VALIC does not expect any
counterparty to fail to meet its obligation; however, nonperformance would not
have a material impact on the consolidated financial statements.

   VALIC's exposure to market risk is mitigated by the offsetting effects of
changes in the value of swap agreements and of the related investment
securities.

6.3  ACCOUNTING POLICIES

   The difference between amounts paid and received on swap agreements is
recorded on an accrual basis as an adjustment to investment expense or
investment income, as appropriate, over the periods covered by the agreements.
The related amount payable to or receivable from counterparties is included in
other liabilities or assets.

   The fair values of the swap agreements are recognized in the consolidated
balance sheet if they hedge investment securities carried at fair value or
anticipated investment purchases. In this event, changes in the fair value of a
swap agreement are reported in net unrealized gains (losses) on securities
included in shareholder's equity, consistent with the treatment of the related
investment security.

   For swap agreements hedging anticipated investment security purchases, the
net swap settlement amount or unrealized gain or loss is deferred and included
in the measurement of the anticipated transaction when it occurs.

   Any gain or loss from early termination of swap agreements is recognized in
income if the related investment security is sold. Otherwise, the gain or loss
from early termination is deferred and amortized into income over the remaining
term of the related investment security.

6.4  TERMS OF DERIVATIVE FINANCIAL INSTRUMENTS

   Swap agreements generally have terms of two to ten years. Average floating
rates may change significantly, thereby affecting future cash flows.

   Derivative financial instruments related to investment securities at
December 31, 1995 were as follows:

<TABLE>
<S>                                                                    <C>
- -----------------------------------------------------------------------------------
Interest rate swap agreements to pay fixed rate
  Notional amount                                                      $    15,000
  Average receive rate                                                        7.10%
  Average pay rate                                                            5.93
- -----------------------------------------------------------------------------------
Currency swap agreements (receive U.S.$/pay Canadian$)
  Notional amount (in U.S.$)                                           $    62,223
  Average exchange rate                                                       1.62
- -----------------------------------------------------------------------------------
</TABLE>

7.  FAIR VALUE OF FINANCIAL INSTRUMENTS

   Carrying amounts and fair values for certain of VALIC's financial
instruments at December 31 are presented below.  Care should be exercised in
drawing conclusions based on fair value, since (1) the fair values presented do
not include the value associated with all VALIC's assets and liabilities, and
(2) the reporting of investments at fair value without a corresponding
revaluation of related policyholder liabilities can be misinterpreted.

<TABLE>
<CAPTION>
                                                                   1995                              1994
                                                       ----------------------------    -------------------------------
                                                        Fair            Carrying            Fair           Carrying
                                                        Value            Amount            Value            Amount
- ----------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>             <C>             <C>               <C>
Assets
  Fixed maturity and equity securities                $ 19,817,496*   $ 19,817,496*   $ 16,157,060*     $  16,157,060*
  Mortgage loans on real estate                          1,473,598       1,443,817       1,533,403          1,535,201
  Policy Loans                                             567,199         557,637         474,830            474,830
Liabilities
  Insurance investment contracts                        19,883,419      20,146,697      16,273,449         18,656,189
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

*  Includes derivative financial instruments with negative fair value of $1,121
   in 1995 and positive fair value of $952 in 1994.





                                                                              11
<PAGE>   100
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

Notes to Consolidated Financial Statements - Continued

December 31, 1995

7.  FAIR VALUE OF FINANCIAL INSTRUMENTS - (CONTINUED)

     The following methods and assumptions were used to estimate the fair
values of financial instruments.

   FIXED MATURITY AND EQUITY SECURITIES. Fair values of fixed maturity and
equity securities were based on quoted market prices, where available. For
investments not actively traded, fair values were estimated using values
obtained from independent pricing services or, in the case of some private
placements, by discounting expected future cash flows using a current market
rate applicable to yield, credit quality, and average life of the investments.

   MORTGAGE LOANS ON REAL ESTATE. Fair value of mortgage loans was estimated
primarily using discounted cash flows, based on contractual maturities and
discount rates that were based on U.S. Treasury rates for similar maturity
ranges, adjusted for risk, based on property type.

   POLICY LOANS. Fair value of policy loans was estimated using discounted cash
flows and actuarially-determined assumptions, incorporating market rates.

   INSURANCE INVESTMENT CONTRACTS. Fair value of insurance investment
contracts, which do not subject VALIC to significant risks arising from
policyholder mortality or morbidity, was estimated using cash flows discounted
at market interest rates. Care should be exercised in drawing conclusions from
the estimated fair value, since the estimates are based on assumptions
regarding future economic activity.

8.  TRANSACTIONS WITH AFFILIATED COMPANIES

   In the ordinary course of business, VALIC is occasionally involved in
transactions with affiliated companies.  Transactions involving the purchase or
disposal of securities are consummated at the market value of the security on
the date of the transaction. Transactions with affiliated companies during each
of the three years in the period ended December 31, 1995 were as follows:

   Operating expenses include $21,173 in 1995, $23,138 in 1994, and $23,055 in
1993 for amounts paid to AGC or its subsidiaries primarily for rent, data
processing services, use of facilities, and investment expenses.  Interest paid
on borrowings from AGC totaled $1,662 in 1995, $525 in 1994, and $430 in 1993.

   On November 4, 1982, VALIC invested $11,853 in 13 1/2% Restricted
Subordinated Notes due November 4, 2002 issued by AGC. The principal amount of
the note is due November 4, 2002. Principal payments of $592 were received on
November 4, 1995, and 1994. AGC called an amount totaling $410 on November 4,
1993. VALIC recognized $1,452 in interest income during 1995, $1,532 for 1994,
and $1,591 for 1993.

   On December 31, 1984, VALIC entered into a $48,929 note purchase agreement
with AGC. Under the agreement AGC issued an adjustable rate promissory note in
exchange for VALIC's holdings of AGC preferred stock, common stock, and
warrants.  The principal amount of the note is due in 20 equal installment
payments commencing December 29, 1985 and concluding December 29, 2004.
Principal payments of $2,446 were received on December 29, 1995, December 31,
1994, and December 29, 1993. VALIC recognized $1,729, $1,810, and $1,875 of
interest income on the note during 1995, 1994, and 1993, respectively.

   On March 19, 1993, VALIC received a capital contribution of $40,000 from
American General Life Insurance Company (AGL).

   On June 30, 1993, VALIC received a capital contribution from AGL of
furniture and equipment with a book value of $12,942 and a related deferred tax
liability of $1,096.

   On February 14, 1994, VALIC acquired from AGL bonds of various issuers at a
cost of $11,268.

   On February 15, 1994, VALIC acquired from AGL bonds of various issuers at a
cost of $9,900.

   On September 30, 1995, VALIC received a capital contribution from AGL of
electronic data processing equipment with a book value of $1,575 and a related
tax liability of $214.

   VALIC paid common stock dividends of $95,000, $26.57 per share, and $53,000,
$14.83 per share, to AGL in 1995 and 1994, respectively.

9.  COMMITMENTS AND CONTINGENCIES

   VALIC is a defendant in various lawsuits arising in the normal course of
business. VALIC believes it has valid defenses in these lawsuits and is
defending the cases vigorously. VALIC also  believes that the total amounts
that would ultimately have to be paid arising from these lawsuits would have no
material effect on its consolidated financial position.

   All 50 states have laws requiring solvent life insurance companies to pay
assessments to state guaranty associations to protect the interests of
policyholders of insolvent life insurance companies. State guaranty fund
expense included in operating costs and expenses was $18,961, $6,300, and
$7,000, for the years ended December 31, 1995, 1994, and 1993, respectively.
The accrued liability for anticipated assessments was $20,249, $10,214, and
$13,727, at December 31, 1995, 1994, and 1993, respectively. The 1995 liability
was estimated by VALIC using the latest information available from the National
Organization of Life and Health Insurance Guaranty Associations. Although the
amount accrued represents VALIC's best estimate of its liability, this estimate
may change in the future. Additionally, changes in state laws could decrease
the amount recoverable against future premium taxes.

10.   EMPLOYEE BENEFIT PLANS

10.1   PENSION PLANS

   VALIC participates in several employee benefit plans which together cover
substantially all of its employees. One of these plans is a defined benefit
plan. Pension benefits under this plan are based on the participant's average
monthly compensation and length of credited service. VALIC's funding policy for
this plan is to contribute annually no more than the maximum amount that can be
deducted for federal income tax purposes.





12
<PAGE>   101
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

December 31, 1995

10.  EMPLOYEE BENEFIT PLANS - (CONTINUED)

   The components of pension expense for the defined benefit plan were as
follows:

<TABLE>
<CAPTION>
                                                                       1995          1994           1993
- -------------------------------------------------------------------------------------------------------------
<S>                                                               <C>           <C>            <C>
Service cost (benefits earned)
  during period                                                   $       601   $        759   $        567
Interest cost on projected
  benefit obligation                                                      635            551            407
Actual (return) loss on
  plan assets                                                          (1,249)           414           (667)
Amortization of unrecognized
  net asset existing at date of
  initial application                                                     (72)           (58)           (58)
Amortization of unrecognized
  prior service cost                                                       44             35             35
Deferral of net asset gain (loss)                                         749           (920)           224
- -------------------------------------------------------------------------------------------------------------
  Total pension expense                                           $       708   $        781   $        508
- -------------------------------------------------------------------------------------------------------------

</TABLE>


Assumptions used for 1995, 1994, and 1993:

<TABLE>
<S>                                                                     <C>            <C>            <C>
Weighted-average discount rate
  on benefit obligation                                                  7.25%          8.50%          7.25%
Rate of increase in
  compensation levels                                                    4.00%          4.00%          4.00%
Expected long-term rate of
  return on plan assets                                                 10.00%         10.00%         10.00%
</TABLE>

   The following table sets forth the funded status and amounts recognized in
the Consolidated Balance Sheet at December 31 for VALIC's defined benefit
pension plan:

<TABLE>
<CAPTION>
                                                                           1995                    1994
- ------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>                    <C>
Actuarial present value of benefit obligation:
  Vested                                                               $      6,983           $      4,862
  Nonvested                                                                   1,127                    285
- ------------------------------------------------------------------------------------------------------------
Accumulated benefit obligation                                                8,110                  5,147
Effect of increase in compensation levels                                     2,219                  1,607
- ------------------------------------------------------------------------------------------------------------
Projected benefit obligation                                                 10,329                  6,754
Plan assets at fair value                                                     6,406                  5,211
- ------------------------------------------------------------------------------------------------------------
Plan assets in excess of projected
  benefit obligation                                                         (3,923)                (1,543)
Unrecognized net gain                                                         2,037                    306
Unrecognized prior service cost                                                 105                    148
Unrecognized net obligation at
  January 1, net of amortization                                                (23)                   (93)
- ------------------------------------------------------------------------------------------------------------
    Net pension liability                                              $     (1,804)          $     (1,182)
- ------------------------------------------------------------------------------------------------------------
</TABLE>

   Equity and fixed maturity securities were 63% and 35%, respectively, of the
plans' assets at the plans' most recent balance sheet dates. The remaining plan
assets consisted primarily of cash equivalents and investment-related
receivables.

10.2  POSTRETIREMENT BENEFITS OTHER THAN PENSIONS

   VALIC, through American General Corporation, has life, medical, supplemental
major medical, and dental plans for certain retired employees and agents. Most
plans are contributory, with retiree contributions adjusted annually to limit
employer contributions to predetermined amounts. VALIC has reserved the right
to change or eliminate these benefits at any time.

   The life plans are fully insured; the retiree and medical and dental plans
are unfunded and self-insured.

   The plans' combined funded status and the accrued postretirement benefit
cost included in other liabilities at December 31 were as follows:

<TABLE>
<CAPTION>
                                                                           1995                    1994
- ------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>                    <C>
Actuarial present value of benefit obligations
  Retirees                                                             $        115           $        142
  Fully eligible active plan participants                                        26                    272
  Other active plan participants                                              1,509                    865
- ------------------------------------------------------------------------------------------------------------
Accumulated postretirement
  benefit obligation (APBO)                                                   1,650                  1,279
Unrecognized net gain (loss)                                                   (393)                  (114)
- ------------------------------------------------------------------------------------------------------------
    Accrued benefit cost                                               $      1,257           $      1,165
- ------------------------------------------------------------------------------------------------------------
Discount rate on postretirement
  benefit obligations                                                          7.25%                  8.50%
- ------------------------------------------------------------------------------------------------------------

</TABLE>


Postretirement benefit expense was as follows:

<TABLE>
<S>                                                                    <C>                    <C>
- ------------------------------------------------------------------------------------------------------------
Service cost (benefits earned)                                         $        110           $        131
Interest cost on accumulated
  postretirement benefit obligation                                             118                    150
- ------------------------------------------------------------------------------------------------------------
    Postretirement benefit expense                                     $        228           $        281
- ------------------------------------------------------------------------------------------------------------
</TABLE>

   For measurement purposes, a 11.5% annual rate of increase in the per capita
cost of covered health care benefits was assumed in 1996; the rate was assumed
to decrease gradually to 6% in 2007 and remain at that level. A 1% increase in
the assumed annual rate of increase in per capita cost of health care benefits
results in a $108 increase in the accumulated postretirement benefit obligation
and a $15 increase in postretirement benefit expense.





                                                                              13
<PAGE>   102
================================================================================
CHAIRMAN'S LETTER                                             SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------

TO OUR PARTICIPANTS:

We are pleased to present the December 31, 1995 Annual Report to Contract
Owners for Separate Account A of the  Variable Annuity Life Insurance Company.
A summary of the change in unit value for each fund and each product series
(Portfolio Director, Independence Plus, Group Unit Purchase and Impact) appears
on page two.

The economic climate in 1995 was positive for investors. Economic growth was
steady and inflation was well controlled.  Gross Domestic Product increased
modestly in each of the three quarters that were reported and the same should
hold true for the fourth quarter. The full year GDP gain is estimated at 2.1%.
Monthly Consumer Price Index changes varied between 0.4% and zero. For the year
the CPI change is 2.5%.

In that environment the Federal Reserve Board was accommodative. From the 6%
level in February, Federal Funds were reduced by one quarter point in July and
a like amount in December. That was followed by another quarter point cut in
January. Those actions resulted in an interest rate decline of nearly 2% on the
U.S. Treasury long bond.

VALIC's domestic indexed funds provided returns ranging from 26% to 36%.
Managed domestic equity funds returned 23% to 60%. International funds earned
between 9% and 21%. Market and economic conditions were not as favorable
outside the U.S. as they were domestically.

The three bond funds gained 16% to 20%, benefitting from the decline in
interest rates.

In the Lipper Analytical rankings, all but three of VALIC's funds were in the
top half of the funds with similar objectives. Of the thirteen funds in the top
half, seven were in the top quartile.

In the Morningstar rankings, ten of VALIC's funds were in the top half and of
those six were in the top quartile.  If you have any questions about your
contract or this report, we would be happy to hear from you.

                                     Respectfully,


                                     /s/ STEPHEN D. BICKEL
                                     Stephen D. Bickel, Chairman and CEO
                                     The Variable Annuity Life Insurance Company

January 26, 1996


This report is not authorized for distribution as advertising or sales
literature. This report is published exclusively for the information of the
variable annuity contract owners of the Company in accordance with section 30
(d) of the Investment Company Act of 1940.




                                      1
<PAGE>   103
================================================================================
CHAIRMAN'S LETTER - CONTINUED                                 SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------


UNIT VALUE RETURNS
(Unaudited)
<TABLE>
<CAPTION>
                                                                                                                               
                                                                                                  ONE YEAR TOTAL RETURNS FOR THE
                                                 PORTFOLIO  INDEPENDENCE             GROUP UNIT      YEAR ENDING DECEMBER 31,   
                                                 DIRECTOR       PLUS       IMPACT     PURCHASE    -------------------------------
                                                 DIVISION     DIVISION    DIVISION    DIVISION           1995         1994
                                                ---------------------------------------------------------------------------------
<S>                                                 <C>          <C>         <C>      <C>                <C>          <C>
INDEXED FUNDS                                                                                          
   Stock Index Fund   . . . . . . . . . . .         10C          10C         10D      10A, 10B           35.95%       (0.30)%
   MidCap Index Fund  . . . . . . . . . . .          4            4           4          N/A             29.24        (4.70)
   Small Cap Index Fund . . . . . . . . . .         14           14          N/A         N/A             26.39        (4.30)
   International Equities Fund  . . . . . .         11           11          N/A         N/A              9.67         6.90
MANAGED FUNDS                                                                                          
   Growth Fund  . . . . . . . . . . . . . .         15           N/A         N/A         N/A             46.40         0.18  (1)
   Growth & Income Fund . . . . . . . . . .         16           N/A         N/A         N/A             30.55        (0.68) (1)
   Science & Technology Fund  . . . . . . .         17           N/A         N/A         N/A             60.07        24.77  (1)
   Social Awareness Fund  . . . . . . . . .         12           12          N/A         N/A             37.57        (2.42)
   Timed Opportunity Fund . . . . . . . . .          5            5           5          N/A             23.55        (2.29)
   Capital Conservation Fund  . . . . . . .          7            7           1          N/A             19.58        (7.04)
   Government Securities Fund . . . . . . .          8            8          N/A         N/A             16.31        (5.44)
   International Government Bond Fund . . .         13           13          N/A         N/A             17.63         3.42
   Money Market Fund  . . . . . . . . . . .          6            6           2          N/A              4.51         2.77
   Dreyfus Small Cap Fund . . . . . . . . .         18           N/A         N/A         N/A             27.78         6.33
   Templeton Asset Allocation Fund  . . . .         19           N/A         N/A         N/A             21.02        (4.24)
   Templeton International Fund . . . . . .         20           N/A         N/A         N/A             14.34        (3.49)
</TABLE>                                                          
                                                                  
(1)   Since April 29, 1994, inception of the Fund.                
                                                                  
                                                                  
VARIABLE ACCOUNT PERFORMANCE                
FOR THE YEAR ENDED DECEMBER 31, 1995        
                                             
<TABLE>                                      
<CAPTION>                                    
                                                                      LIPPER ANALYTICAL                
                                                                        SERVICES, INC.              MORNINGSTAR, INC.
                                                               ----------------------------  -----------------------------
                                                       UNIT         RANKING                       RANKING               
                                                      VALUE    -------------------- AVERAGE  -------------------- AVERAGE
                                                      RETURN   POSITION  PERCENTILE  RETURN  POSITION  PERCENTILE RETURN
                                                    ----------------------------------------------------------------------
<S>                                                    <C>      <C>         <C>       <C>    <C>          <C>      <C>
Stock Index Fund  . . . . . . . . . . . . . . .        35.95%    6/48        88%      35.31    18/267      93%     31.77
MidCap Index Fund . . . . . . . . . . . . . . .        29.24     17/31       45       32.67   272/409      33      31.10
Small Cap Index Fund  . . . . . . . . . . . . .        26.39     34/55       38       28.20   123/155      21      30.74
International Equities Fund . . . . . . . . . .         9.67    64/133       52        9.60   126/248      49      10.38
Growth Fund . . . . . . . . . . . . . . . . . .        46.40    3/226        99       30.51    4/409       99      31.10
Growth & Income Fund  . . . . . . . . . . . . .        30.55    68/139       51       31.16   177/267      34      31.77
Science & Technology Fund . . . . . . . . . . .        60.07     1/17       100       31.04     1/63      100      20.68
Social Awareness Fund . . . . . . . . . . . . .        37.57     3/17        82       31.04    5/267       98      31.77
Timed Opportunity Fund  . . . . . . . . . . . .        23.55    65/184       65       21.58   116/322      64      22.17
Capital Conservation Fund . . . . . . . . . . .        19.58     7/82        91       17.37    33/239      86      16.44
Government Securities Fund  . . . . . . . . . .        16.31     27/60       55       15.47    43/113      62      15.83
International Government Bond Fund  . . . . . .        17.63     7/46        85       12.87    17/62       73      14.15
Money Market Fund . . . . . . . . . . . . . . .         4.51    65/227       71        4.35    63/219      71       4.34
Dreyfus Small Cap Fund  . . . . . . . . . . . .        27.78    29/55        47       28.20  111/155       28      30.74
Templeton Asset Allocation Fund . . . . . . . .        21.02     7/14        50       18.62  193/322       40      22.17
Templeton International Fund  . . . . . . . . .        14.34    13/133       90        9.60   48/248       81      10.38
</TABLE>

SOURCES:  Morningstar Variable Annuity/Life Performance Report, January 1996
          Lipper Variable Insurance Products Performance Analysis Service, 
          December 1995

The Portfolio Director rankings shown in this publication indicate the total
return rankings of Separate Account A's divisions compared to Morningstar and
Lipper categories for the twelve month period ending 12/31/95. The total
returns and rankings displayed show value after all management, administration
fees and fund expenses and do not include potential sales charges or
maintenance fees, if applicable. For total return information over a longer
period, see the Portfolio Director prospectus. The performance shown represents
past performance. The principal value of an investment will fluctuate so that
an investor's shares, when redeemed, may be worth more or less than their
original cost. Past performance does not guarantee future returns.


                                       2
<PAGE>   104
================================================================================
FINANCIAL STATEMENTS                                          SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------


STATEMENT OF NET ASSETS
December 31, 1995

<TABLE>
<CAPTION>
ASSETS:                                                                                    ALL DIVISIONS
                                                                                          ---------------
<S>                                                                                       <C>
Total investment in shares of mutual funds, at market (cost $3,569,502,230) . . . . .     $ 4,265,526,052
Balance due from VALIC general account  . . . . . . . . . . . . . . . . . . . . . . .           5,104,219
                                                                                          ---------------
NET ASSETS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     $ 4,270,630,271
                                                                                          ===============
CONTRACT OWNER RESERVES:
Reserves for redeemable annuity contracts
  (Net of applicable contract loans - partial withdrawals with right of                  
    reinvestment) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     $ 4,258,190,663                      
Reserves for annuity contracts on benefit . . . . . . . . . . . . . . . . . . . . . .          12,439,608
                                                                                          ---------------
TOTAL CONTRACT OWNER RESERVES . . . . . . . . . . . . . . . . . . . . . . . . . . . .     $ 4,270,630,271
                                                                                          ===============

STATEMENT OF OPERATIONS
For the year ended December 31, 1995

INVESTMENT INCOME:                                                                         ALL DIVISIONS
                                                                                          ---------------
Dividends from mutual funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     $    68,067,158
                                                                                          ---------------

EXPENSES:
Mortality risk charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          26,346,212
Expense risk charge   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           7,529,006
                                                                                          ---------------
  Total expenses    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          33,875,218
                                                                                          ---------------
NET INVESTMENT INCOME   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          34,191,940
                                                                                          ===============

REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments  . . . . . . . . . . . . . . . . . . . . . . . . . .          54,777,042
Capital gains distributions from mutual funds . . . . . . . . . . . . . . . . . . . .         110,007,833
Net unrealized appreciation of investments during the year  . . . . . . . . . . . . .         640,017,922
                                                                                          ---------------
  Net realized and unrealized gain on investments   . . . . . . . . . . . . . . . . .         804,802,797
                                                                                          ---------------
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS. . . . . . . . . . . . . . . . . . .     $   838,994,737
                                                                                          ===============

STATEMENTS OF CHANGES IN NET ASSETS                                                                 ALL DIVISIONS
For the year ended December 31:                                                           ------------------------------
                                                                                                1995               1994
OPERATIONS:                                                                               ------------------------------
Net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     $    34,191,940  $  32,581,603
Net realized gain on investments  . . . . . . . . . . . . . . . . . . . . . . . . . .          54,777,042     14,131,361
Capital gains distributions from mutual funds . . . . . . . . . . . . . . . . . . . .         110,007,833     25,307,836
Net unrealized appreciation (depreciation) of investments during the year . . . . . .         640,017,922    (95,069,796)
                                                                                          ---------------  -------------
  Increase (decrease) in net assets resulting from operations   . . . . . . . . . . .         838,994,737    (23,048,996)
                                                                                          ---------------  -------------

PRINCIPAL TRANSACTIONS:

Purchase payments   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         820,355,349    581,037,348
Surrenders of accumulation units by terminations, withdrawals, and
  maintenance fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        (114,759,722)   (96,084,797)
Annuity benefit payments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          (1,588,610)    (1,371,515)
Amounts transferred from VALIC general account  . . . . . . . . . . . . . . . . . . .         220,818,448    155,830,645
                                                                                          ---------------  -------------
  Increase in net assets resulting from principal transactions    . . . . . . . . . .         924,825,465    639,411,681
                                                                                          ---------------  -------------
TOTAL INCREASE IN NET ASSETS  . . . . . . . . . . . . . . . . . . . . . . . . . . . .       1,763,820,202    616,362,685

NET ASSETS:
Beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       2,506,810,069   1,890,447,384
                                                                                          ---------------  --------------
End of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     $ 4,270,630,271  $2,506,810,069
                                                                                          ===============  =============
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS.


                                       3
<PAGE>   105
================================================================================
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------


STATEMENTS OF NET ASSETS
December 31, 1995

<TABLE>
<CAPTION>
                                                                              STOCK INDEX FUND         
                                                        --------------------------------------------------------------
                                                        DIVISION 10A     DIVISION 10B     DIVISION 10C    DIVISION 10D
                                                        ------------     ------------     ------------    ------------
<S>                                                     <C>               <C>           <C>                <C>
ASSETS:
Investment in shares of mutual funds, at market . .     $341,205,299      $28,301,222   $1,066,560,864     $41,200,277
Balance due (to) from VALIC general account . . . .          (36,122)          (7,529)         822,847           4,929
                                                        ------------      -----------   --------------     -----------
NET ASSETS  . . . . . . . . . . . . . . . . . . . .     $341,169,177      $28,293,693   $1,067,383,711     $41,205,206
                                                        ============      ===========   ==============     ===========

CONTRACT OWNER RESERVES:
Reserves for redeemable annuity contracts (Net of
  applicable contract loans - partial withdrawals
  with right of reinvestment) . . . . . . . . . . .     $331,057,207      $26,875,071   $1,067,072,765     $41,076,367
Reserves for annuity contracts on benefit . . . . .       10,111,970        1,418,622          310,946         128,839
                                                        ------------      -----------   --------------     -----------
TOTAL CONTRACT OWNER RESERVES   . . . . . . . . . .     $341,169,177      $28,293,693   $1,067,383,711     $41,205,206
                                                        ============      ===========   ==============     ===========
</TABLE>

STATEMENTS OF NET ASSETS
December 31, 1995

<TABLE>
<CAPTION>
                                                           SOCIAL           TIMED
                                                          AWARENESS      OPPORTUNITY        CAPITAL CONSERVATION FUND
                                                            FUND             FUND           --------------------------
ASSETS:                                                  DIVISION 12      DIVISION 5        DIVISION 1      DIVISION 7
                                                         -----------     -----------        ----------      ----------
<S>                                                      <C>             <C>                <C>            <C>
Investment in shares of mutual funds, at market . .      $59,966,151     $182,869,410       $7,770,858     $53,368,978
Balance due (to) from VALIC general account . . . .          133,659           84,295           12,591         219,088
                                                         -----------     ------------       ----------     -----------
NET ASSETS  . . . . . . . . . . . . . . . . . . . .      $60,099,810     $182,953,705       $7,783,449     $53,588,066
                                                         ===========     ============       ==========     ===========

CONTRACT OWNER RESERVES:
Reserves for redeemable annuity contracts (Net of
  applicable contract loans - partial withdrawals
  with right of reinvestment) . . . . . . . . . . .      $60,099,810     $182,879,468       $7,778,840     $53,588,066
Reserves for annuity contracts on benefit   . . . .               --           74,237            4,609              --
                                                         -----------     ------------       ----------     -----------
TOTAL CONTRACT OWNER RESERVES   . . . . . . . . . .      $60,099,810     $182,953,705       $7,783,449     $53,588,066
                                                         ===========     ============       ==========     ===========
</TABLE>



SEE NOTES TO FINANCIAL STATEMENTS.



                                      4
<PAGE>   106
================================================================================
                                                              SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
     MIDCAP          SMALL CAP       INTERNATIONAL                         GROWTH &          SCIENCE &
     INDEX             INDEX            EQUITIES           GROWTH           INCOME          TECHNOLOGY
      FUND              FUND              FUND              FUND             FUND              FUND
   DIVISION 4       DIVISION 14       DIVISION 11       DIVISION 15       DIVISION 16       DIVISION 17
  ------------      ------------     ------------      ------------       -----------      ------------
  <S>               <C>              <C>               <C>                <C>              <C>
  $480,090,535      $152,407,245     $199,139,104      $240,566,401       $66,881,957      $374,148,985
       316,741         (416,173)          548,336           577,364           253,619         1,064,371
  ------------      ------------     ------------      ------------       -----------      ------------
  $480,407,276      $151,991,072     $199,687,440      $241,143,765       $67,135,576      $375,213,356
  ============      ============     ============      ============       ===========      ============

  $480,328,146      $151,918,885     $199,562,349      $241,143,765       $67,135,576      $375,193,754
        79,130            72,187          125,091                --                --            19,602
  ------------      ------------     ------------      ------------       -----------      ------------
  $480,407,276      $151,991,072     $199,687,440      $241,143,765       $67,135,576      $375,213,356
  ============      ============     ============      ============       ===========      ============
</TABLE>



<TABLE>
<CAPTION>
                   
                                                                                            TEMPLETON
    GOVERNMENT      INTERNATIONAL                                           DREYFUS            ASSET           TEMPLETON
    SECURITIES        GOVERNMENT              MONEY MARKET FUND            SMALL CAP        ALLOCATION       INTERNATIONAL
       FUND           BOND FUND        ----------------------------          FUND              FUND              FUND
    DIVISION 8       DIVISION 13       DIVISION 2        DIVISION 6       DIVISION 18       DIVISION 19       DIVISION 20
   -----------      ------------       ----------       -----------      ------------       -----------      -------------
   <S>              <C>                <C>              <C>              <C>                <C>              <C>
   $71,615,518      $112,179,184       $6,379,563       $80,556,398      $356,075,243       $94,348,477      $249,894,383
        88,257           132,996           11,459          (299,003)          828,651           276,875           486,968
   -----------      ------------       ----------       -----------      ------------       -----------      ------------
   $71,703,775      $112,312,180       $6,391,022       $80,257,395      $356,903,894       $94,625,352      $250,381,351
   ===========      ============       ==========       ===========      ============       ===========      ============

   $71,703,775      $112,312,180       $6,391,022       $80,239,114      $356,865,344       $94,600,086      $250,369,073
            --                --               --            18,281            38,550            25,266            12,278
   -----------      ------------       ----------       -----------      ------------       -----------      ------------
   $71,703,775      $112,312,180       $6,391,022       $80,257,395      $356,903,894       $94,625,352      $250,381,351
   ===========      ============       ==========       ===========      ============       ===========      ============
</TABLE>


                                       5
<PAGE>   107
================================================================================
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

STATEMENTS OF OPERATIONS
For the year ended December 31, 1995


<TABLE>
<CAPTION>
                                                                               STOCK INDEX FUND
                                                        ---------------------------------------------------------------
INVESTMENT INCOME:                                      DIVISION 10A      DIVISION 10B    DIVISION 10C     DIVISION 10D
                                                        ------------      ------------    ------------     ------------
<S>                                                      <C>               <C>            <C>              <C>
Dividends from mutual funds . . . . . . . . . . .        $ 6,876,645       $  578,463     $ 19,463,430     $   868,192
                                                         -----------       ----------     ------------     -----------

EXPENSES:
Mortality risk charge . . . . . . . . . . . . . .          2,492,730           74,835        7,012,079         367,749
Expense risk charge . . . . . . . . . . . . . . .            623,182           10,205        1,753,020          27,680
                                                         -----------       ----------     ------------     -----------
  Total expenses  . . . . . . . . . . . . . . . .          3,115,912           85,040        8,765,099         395,429
                                                         -----------       ----------     ------------     -----------
NET INVESTMENT INCOME . . . . . . . . . . . . . .          3,760,733          493,423       10,698,331         472,763
                                                         -----------       ----------     ------------     -----------

REALIZED AND UNREALIZED GAIN
  (LOSS) ON INVESTMENTS:
Net realized gain on investments  . . . . . . . .          5,349,737          631,222       10,775,457       1,335,894
Capital gains distributions from mutual funds . .          6,875,040          570,166       21,483,819         831,333
Net unrealized appreciation (depreciation)
  of investments during the period  . . . . . . .         78,996,842        6,528,773      221,238,425       9,456,579
                                                         -----------       ----------     ------------     -----------
Net realized and unrealized gain on investments .         91,221,619        7,730,161      253,497,701      11,623,806
                                                         -----------       ----------     ------------     -----------
INCREASE IN NET ASSETS
  RESULTING FROM OPERATIONS   . . . . . . . . . .        $94,982,352       $8,223,584     $264,196,032     $12,096,569
                                                         ===========       ==========     ============     ===========
</TABLE>


STATEMENTS OF OPERATIONS
For the year ended December 31, 1995
<TABLE>
<CAPTION>
                                                                                                                     
                                                           SOCIAL           TIMED
                                                          AWARENESS      OPPORTUNITY        CAPITAL CONSERVATION FUND
                                                            FUND             FUND           --------------------------
INVESTMENT INCOME:                                       DIVISION 12      DIVISION 5        DIVISION 1      DIVISION 7
                                                         -----------      -----------       ----------      ----------
<S>                                                      <C>              <C>               <C>             <C>
Dividends from mutual funds . . . . . . . . . . . .      $ 1,076,551      $ 7,221,681       $  528,894      $3,067,082
                                                         -----------      -----------       ----------      ----------

EXPENSES:
Mortality risk charge . . . . . . . . . . . . . . .          381,303        1,438,653           74,198         367,628
Expense risk charge . . . . . . . . . . . . . . . .           95,326          330,908            5,585          91,907
                                                         -----------      -----------       ----------      ----------
   Total expenses . . . . . . . . . . . . . . . . .          476,629        1,769,561           79,783         459,535
                                                         -----------      -----------       ----------      ----------
NET INVESTMENT INCOME . . . . . . . . . . . . . . .          599,922        5,452,120          449,111       2,607,547
                                                         -----------      -----------       ----------      ----------

REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS:
Net realized gain (loss) on investments . . . . . .          371,169        2,006,917           65,122        (138,616)
Capital gains distributions from mutual funds . . .        3,609,468        3,186,462                -               -
Net unrealized appreciation of investments  . . . .
during the period . . . . . . . . . . . . . . . . .       10,227,915       26,710,438          906,759       5,643,853
                                                         -----------      -----------       ----------      ----------
Net realized and unrealized gain on investments . .       14,208,552       31,903,817          971,881       5,505,237
                                                         -----------      -----------       ----------      ----------
INCREASE IN NET ASSETS 
RESULTING FROM OPERATIONS . . . . . . . . . . . . .      $14,808,474      $37,355,937       $1,420,992      $8,112,784
                                                         ===========      ===========       ==========      ==========
</TABLE>


SEE NOTES TO FINANCIAL STATEMENTS.




                                      6
<PAGE>   108
================================================================================
                                                              SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
     MIDCAP           SMALL CAP       INTERNATIONAL                         GROWTH &         SCIENCE &
      INDEX             INDEX            EQUITIES           GROWTH           INCOME         TECHNOLOGY
      FUND               FUND              FUND              FUND             FUND             FUND
   DIVISION 4        DIVISION 14       DIVISION 11       DIVISION 15       DIVISION 16      DIVISION 17
  ------------       -----------      -------------      -----------       -----------      -----------
  <S>                <C>               <C>               <C>                <C>             <C>
  $  6,653,173       $ 1,907,029       $ 3,271,083       $   309,137        $  301,811      $   608,070
  ------------       -----------       -----------       -----------        ----------      -----------

     3,436,876         1,074,988         1,572,989           942,972           301,789        1,632,154
       824,595           268,747           393,247           235,743            75,447          408,038
  ------------       -----------       -----------       -----------        ----------      -----------
     4,261,471         1,343,735         1,966,236         1,178,715           377,236        2,040,192
  ------------       -----------       -----------       -----------        ----------      -----------
     2,391,702           563,294         1,304,847          (869,578)          (75,425)      (1,432,122)
  ------------       -----------       -----------       -----------        ----------      -----------



    10,603,188         2,963,270        13,215,875             8,587            19,953        6,545,968
    17,377,938         2,945,819         4,363,325         3,650,399           472,785       37,380,606

    76,322,743        24,766,420          (725,229)       39,103,633         8,794,032       41,310,631
  ------------       -----------       -----------       -----------        ----------      -----------
   104,303,869        30,675,509        16,853,971        42,762,619         9,286,770       85,237,205
  ------------       -----------       -----------       -----------        ----------      -----------

  $106,695,571       $31,238,803       $18,158,818       $41,893,041        $9,211,345      $83,805,083
  ============       ===========       ===========       ===========        ==========      ===========
</TABLE>

<TABLE>
<CAPTION>
                                                                                            TEMPLETON
    GOVERNMENT      INTERNATIONAL                                            DREYFUS           ASSET           TEMPLETON
    SECURITIES        GOVERNMENT              MONEY MARKET FUND             SMALL CAP       ALLOCATION       INTERNATIONAL
       FUND           BOND FUND          ---------------------------          FUND             FUND               FUND
    DIVISION 8       DIVISION 13         DIVISION 2       DIVISION 6       DIVISION 18      DIVISION 19       DIVISION 20
    ----------       -----------         ----------       ----------       -----------      -----------      -------------
    <S>               <C>                 <C>             <C>              <C>              <C>               <C>
    $3,526,257        $4,148,671          $376,138        $4,020,847       $ 1,283,472      $ 1,162,767       $   817,765
    ----------        ----------          --------        ----------       -----------      -----------       -----------

       435,010           551,505            64,741           594,817         1,743,882          513,382         1,271,932
       108,752           137,876             4,873           148,704           980,933          288,777           715,461
    ----------        ----------          --------        ----------       -----------      -----------       -----------
       543,762           689,381            69,614           743,521         2,724,815          802,159         1,987,393
    ----------        ----------          --------        ----------       -----------      -----------       -----------
     2,982,495         3,459,290           306,524         3,277,326        (1,441,343)         360,608        (1,169,628)
    ----------        ----------          --------        ----------       -----------      -----------       -----------



      (28,711)           911,852                 -                 -            26,776           87,754            25,628
             -           114,019                 -                 -         6,796,184                -           350,470

     5,103,399         3,111,995                 -                 -        47,179,100       11,935,576        23,406,038
    ----------        ----------          --------        ----------       -----------      -----------       -----------
     5,074,688         4,137,866                 -                 -        54,002,060       12,023,330        23,782,136
    ----------        ----------          --------        ----------       -----------      -----------       -----------
    $8,057,183        $7,597,156          $306,524        $3,277,326       $52,560,717      $12,383,938       $22,612,508
    ==========        ==========          ========        ==========       ===========      ===========       ===========
</TABLE>


                                       7
<PAGE>   109
================================================================================
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

STATEMENTS OF CHANGES IN NET ASSETS
For the year ended December 31:

<TABLE>
<CAPTION>
                                                                                       STOCK INDEX FUND
                                                                --------------------------------------------------------------
                                                                        DIVISION 10A                     DIVISION 10B
                                                                -----------------------------    -----------------------------
OPERATIONS:                                                         1995           1994              1995            1994
                                                                -----------------------------    -----------------------------
<S>                                                             <C>           <C>                <C>           <C>
Net investment income . . . . . . . . . . . . . . . . . . .     $  3,760,733  $     4,490,176    $    493,423  $       541,395
Net realized gain (loss) on investments . . . . . . . . . .        5,349,737         (266,345)        631,222          (16,715)
Capital gains distributions from mutual funds . . . . . . .        6,875,040          638,819         570,166           54,939
Net unrealized appreciation (depreciation)
  of investments during the year  . . . . . . . . . . . . .       78,996,842       (5,896,939)      6,528,773         (495,564)
                                                                -----------------------------    -----------------------------
    Increase (decrease) in net assets resulting from
      operations  . . . . . . . . . . . . . . . . . . . . .       94,982,352       (1,034,289)      8,223,584           84,055
                                                                -----------------------------    -----------------------------

PRINCIPAL TRANSACTIONS:
Purchase payments . . . . . . . . . . . . . . . . . . . . .        5,033,111        5,464,415         574,384          720,902
Surrenders of accumulation units by terminations,
  withdrawals, and maintenance fees   . . . . . . . . . . .      (16,541,542)     (20,019,026)     (1,698,590)      (1,706,119)
Annuity benefit payments  . . . . . . . . . . . . . . . . .       (1,296,973)      (1,114,443)       (218,489)        (205,698)
Amounts transferred (to) from VALIC general account . . . .      (23,599,151)      (6,986,742)     (2,885,564)        (256,628)
                                                                -----------------------------    -----------------------------
    Increase (decrease) in net assets
      resulting from principal transactions   . . . . . . .      (36,404,555)     (22,655,796)     (4,228,259)      (1,447,543)
                                                                -----------------------------    -----------------------------
TOTAL INCREASE (DECREASE) IN NET ASSETS . . . . . . . . . .       58,577,797      (23,690,085)      3,995,325       (1,363,488)

NET ASSETS:
Beginning of year . . . . . . . . . . . . . . . . . . . . .      282,591,380      306,281,465      24,298,368       25,661,856
                                                                -----------------------------    -----------------------------
End of year . . . . . . . . . . . . . . . . . . . . . . . .     $341,169,177  $   282,591,380    $ 28,293,693  $    24,298,368
                                                                =============================    =============================

CHANGE IN UNITS OUTSTANDING:
Accumulation units beginning of year  . . . . . . . . . . .       33,814,520       36,512,399       1,836,094        1,937,835
Purchase payments . . . . . . . . . . . . . . . . . . . . .          497,922          678,364          39,513           57,856
Surrenders  . . . . . . . . . . . . . . . . . . . . . . . .       (1,718,657)      (2,487,947)       (110,735)        (138,745)
Transfers -- interdivision and (to) from VALIC general
    account   . . . . . . . . . . . . . . . . . . . . . . .       (2,598,422)        (888,296)       (204,347)         (20,852)
                                                                -----------------------------    -----------------------------
Accumulation units end of year  . . . . . . . . . . . . . .       29,995,363       33,814,520       1,560,525        1,836,094
                                                                =============================    =============================
<CAPTION>
                                                                         DECEMBER 31:                     DECEMBER 31:
                                                                -----------------------------    -----------------------------
                                                                    1995             1994            1995             1994
                                                                -----------------------------    -----------------------------
<S>                                                             <C>           <C>                <C>           <C>
Accumulation unit value . . . . . . . . . . . . . . . . . .     $  11.036946  $      8.116786    $  17.221812  $     12.582568
                                                                -----------------------------    -----------------------------
Annuity unit value assuming a 3.5% discount factor  . . . .     $   3.298369  $      2.510493    $   4.376632  $      3.309445
                                                                =============================    =============================
</TABLE>


SEE NOTES TO FINANCIAL STATEMENTS.




                                      8
<PAGE>   110
================================================================================
                                                              SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>                                                                                                   SMALL CAP
                        STOCK INDEX FUND                               MIDCAP INDEX FUND                   INDEX FUND
- -------------------------------------------------------------   -----------------------------    ----------------------------
          DIVISION 10C                    DIVISION 10D                     DIVISION 4                     DIVISION 14
- -----------------------------    ----------------------------    ----------------------------    ----------------------------
       1995           1994             1995          1994             1995            1994             1995          1994
- -----------------------------    ----------------------------    ----------------------------    ----------------------------
<S>            <C>               <C>           <C>               <C>           <C>               <C>           <C>
$   10,698,331  $  10,610,432    $     472,763  $     605,767    $   2,391,702  $   2,515,091    $     563,294  $     341,917
    10,775,457      4,405,234        1,335,894         49,938       10,603,188      2,119,902        2,963,270      1,086,972
    21,483,819      1,624,189          831,333         84,388       17,377,938     11,552,151        2,945,819             --

   221,238,425    (17,763,623)       9,456,579       (896,531)      76,322,743    (32,449,763)      24,766,420     (5,860,073)
- -----------------------------    ----------------------------    ----------------------------    ----------------------------
   264,196,032     (1,123,768)      12,096,569       (156,438)     106,695,571    (16,262,619)      31,238,803     (4,431,184)
- -----------------------------    ----------------------------    ----------------------------    ----------------------------

   155,833,642    173,237,158        1,280,197      1,678,616       87,946,264    124,009,106       40,608,391     60,678,232

   (30,060,583)   (26,626,162)      (2,417,823)    (2,632,793)     (15,264,152)   (14,276,915)      (4,632,557)    (3,630,894)
       (29,665)       (23,752)          (5,520)        (3,736)         (16,844)       (14,576)          (3,022)            --
   (42,300,802)   (65,001,259)      (7,115,532)    (4,630,624)     (69,269,652)   (27,422,005)     (38,506,364)    (1,057,342)
- -----------------------------    ----------------------------    ----------------------------    ----------------------------

    83,442,592     81,585,985       (8,258,678)    (5,588,537)       3,395,616     82,295,610       (2,533,552)    55,989,996
- -----------------------------    ----------------------------    ----------------------------    ----------------------------
   347,638,624     80,462,217        3,837,891     (5,744,975)     110,091,187     66,032,991       28,705,251     51,558,812


   719,745,087    639,282,870       37,367,315     43,112,290      370,316,089    304,283,098      123,285,821     71,727,009
- -----------------------------    ----------------------------    ----------------------------    ----------------------------
$1,067,383,711  $ 719,745,087    $  41,205,206  $  37,367,315    $ 480,407,276  $ 370,316,089    $ 151,991,072  $ 123,285,821
=============================    ============================    ============================    ============================


   416,234,288    369,550,060       12,207,684     14,043,516      171,442,018    134,621,879      100,383,839     56,159,647
    76,950,994     99,449,095          341,405        551,269       35,874,094     55,929,821       30,141,511     48,518,804
   (14,254,441)   (14,897,712)        (663,263)      (863,807)      (5,995,776)    (6,365,496)      (3,356,851)    (2,868,199)
   (23,675,598)   (37,867,155)      (1,999,953)    (1,523,294)     (28,706,646)   (12,744,186)     (28,832,504)    (1,426,413)
- -----------------------------    ----------------------------    ----------------------------    ----------------------------
   455,255,243    416,234,288        9,885,873     12,207,684      172,613,690    171,442,018       98,335,995    100,383,839
=============================    ============================    ============================    ============================

<CAPTION>
         DECEMBER 31:                    DECEMBER 31:                    DECEMBER 31:                    DECEMBER 31:
- -----------------------------    ----------------------------    ----------------------------    ----------------------------
      1995           1994              1995         1994               1995         1994               1995          1994
- -----------------------------    ----------------------------    ----------------------------    ----------------------------
<S>            <C>              <C>            <C>              <C>            <C>              <C>            <C>
$     2.343900  $    1.724134    $    4.155057  $    3.056808    $    2.782677  $    2.153183    $    1.544896  $    1.222329
- -----------------------------    ----------------------------    ----------------------------    ----------------------------
$     1.776053  $    1.352112    $    2.582770  $    1.966534    $    1.799452  $    1.441063    $    1.361960  $    1.115264
=============================    ============================    ============================    ============================
</TABLE>





                                      9
<PAGE>   111
================================================================================
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

STATEMENTS OF CHANGES IN NET ASSETS
For the year ended December 31:

<TABLE>
<CAPTION>
                                                                    INTERNATIONAL EQUITIES
                                                                             FUND                          GROWTH FUND
                                                                -----------------------------    -----------------------------
                                                                          DIVISION 11                      DIVISION 15
                                                                -----------------------------    -----------------------------
OPERATIONS:                                                        1995              1994            1995             1994*
                                                                -----------------------------    -----------------------------
<S>                                                             <C>          <C>                 <C>          <C>
Net investment income . . . . . . . . . . . . . . . . . . .     $  1,304,847  $       586,461    $   (869,578)   $      (3,344)
Net realized gain on investments  . . . . . . . . . . . . .       13,215,875        4,189,593           8,587                2
Capital gains distributions from mutual funds . . . . . . .        4,363,325        1,224,134       3,650,399               --
Net unrealized appreciation (depreciation)
  of investments during the year  . . . . . . . . . . . . .         (725,229)       1,953,569      39,103,633          330,403
                                                                -----------------------------    -----------------------------
    Increase (decrease) in net assets resulting from
      operations  . . . . . . . . . . . . . . . . . . . . .       18,158,818        7,953,757      41,893,041          327,061
                                                                -----------------------------    -----------------------------

PRINCIPAL TRANSACTIONS:
Purchase payments . . . . . . . . . . . . . . . . . . . . .       52,726,233       70,132,976      58,223,803        4,547,841
Surrenders of accumulation units by terminations,
  withdrawals, and maintenance fees   . . . . . . . . . . .       (6,722,321)      (6,159,144)     (1,776,523)         (39,858)
Annuity benefit payments  . . . . . . . . . . . . . . . . .           (5,870)          (2,449)            --                --
Amounts transferred (to) from VALIC general account . . . .      (63,364,477)      11,350,355     109,893,422       28,074,978
                                                                -----------------------------    -----------------------------
    Increase (decrease) in net assets
      resulting from principal transactions   . . . . . . .      (17,366,435)      75,321,738     166,340,702       32,582,961
                                                                -----------------------------    -----------------------------
TOTAL INCREASE IN NET ASSETS  . . . . . . . . . . . . . . .          792,383       83,275,495     208,233,743       32,910,022

NET ASSETS:
Beginning of year . . . . . . . . . . . . . . . . . . . . .      198,895,057      115,619,562      32,910,022               --
                                                                -----------------------------    -----------------------------
End of year . . . . . . . . . . . . . . . . . . . . . . . .     $199,687,440  $   198,895,057    $241,143,765  $    32,910,022
                                                                =============================    =============================

CHANGE IN UNITS OUTSTANDING:
Accumulation units beginning of year  . . . . . . . . . . .      187,749,916      117,215,227      32,633,370               --
Purchase payments . . . . . . . . . . . . . . . . . . . . .       49,402,081       65,406,765      45,984,606        4,373,529
Surrenders  . . . . . . . . . . . . . . . . . . . . . . . .       (6,214,230)      (5,718,100)     (1,266,891)         (40,064)
Transfers -- interdivision and (to) from VALIC general
  account   . . . . . . . . . . . . . . . . . . . . . . . .      (58,373,749)      10,846,024      87,066,763       28,299,905
                                                                -----------------------------    -----------------------------
Accumulation units end of year  . . . . . . . . . . . . . .      172,564,018      187,749,916     164,417,848       32,633,370
                                                                =============================    =============================
<CAPTION>
                                                                         DECEMBER 31:                     DECEMBER 31:
                                                                -----------------------------    -----------------------------
                                                                    1995            1994              1995           1994
                                                                -----------------------------    -----------------------------
<S>                                                             <C>           <C>                <C>           <C>
Accumulation unit value . . . . . . . . . . . . . . . . . .     $   1.156454  $      1.054460    $   1.466652  $      1.001834
                                                                -----------------------------    -----------------------------
Annuity unit value assuming a 3.5% discount factor  . . . .     $   0.933003  $      0.880460    $   1.384532  $      0.978806
                                                                =============================    =============================
</TABLE>


* For the period from July 11, 1994 to December 31, 1994.

SEE NOTES TO FINANCIAL STATEMENTS.




                                      10
<PAGE>   112
================================================================================
                                                              SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
       GROWTH & INCOME FUND                     SCIENCE & TECHNOLOGY FUND                    SOCIAL AWARENESS FUND
- ------------------------------------       ------------------------------------        -----------------------------------
           DIVISION 16                                 DIVISION 17                                DIVISION 12
- ------------------------------------       ------------------------------------        -----------------------------------
         1995            1994*                     1995               1994*                    1995             1994
- ------------------------------------       ------------------------------------        -----------------------------------
<S>                 <C>                    <C>                  <C>                    <C>                 <C>
$        (75,425)   $          4,055       $      (1,432,122)   $       (54,071)       $        599,922    $       484,291
          19,953                 160               6,545,968            250,313                 371,169            632,326
         472,785                  --              37,380,606            549,747               3,609,468          2,328,955

       8,794,032              85,633              41,310,631          2,692,873              10,227,915         (4,358,741)
- ------------------------------------       ------------------------------------        -----------------------------------
       9,211,345              89,848              83,805,083          3,438,862              14,808,474           (913,169)
- ------------------------------------       ------------------------------------        -----------------------------------

      17,507,504           1,630,675              93,027,877          6,652,744              10,849,944         13,160,211

        (641,935)             (5,453)             (3,055,711)           (37,889)             (1,516,923)        (1,413,415)
              --                  --                    (824)                --                      --                 --
      28,680,150          10,663,442             147,758,969         43,624,245              (2,864,774)        (7,867,172)
- ------------------------------------       ------------------------------------        -----------------------------------

      45,545,719          12,288,664             237,730,311         50,239,100               6,468,247          3,879,624
- ------------------------------------       ------------------------------------        -----------------------------------
      54,757,064          12,378,512             321,535,394         53,677,962              21,276,721          2,966,455


      12,378,512                  --             53,677,962                 --              38,823,089         35,856,634
- ------------------------------------       ------------------------------------        -----------------------------------
$     67,135,576    $     12,378,512       $     375,213,356    $    53,677,962        $     60,099,810    $    38,823,089
====================================       ====================================        ===================================

      12,386,602                  --              42,726,137                 --              29,015,764         26,230,566
      14,980,745           1,583,044              54,428,033          5,315,122               6,860,477          9,604,919
        (455,265)             (5,487)             (1,584,330)           (32,041)               (929,671)          (983,733)
      24,867,007          10,809,045              92,292,392         37,443,056              (2,196,450)        (5,835,988)
- ------------------------------------       ------------------------------------        -----------------------------------
      51,779,089          12,386,602             187,862,232         42,726,137              32,750,120         29,015,764
====================================       ====================================        ===================================

<CAPTION>
            DECEMBER 31:                             DECEMBER 31:                                 DECEMBER 31:
- ------------------------------------       ------------------------------------        -----------------------------------
       1995                1994                    1995               1994                    1995               1994
- ------------------------------------       ------------------------------------        -----------------------------------
<S>                 <C>                    <C>                  <C>                    <C>                 <C>
$       1.296577    $       0.993168       $        1.997175    $      1.247713        $       1.835102    $      1.333899
- ------------------------------------       ------------------------------------        -----------------------------------
$       1.223980    $       0.970339       $        1.885352    $      1.219034        $       1.480522    $      1.113787
====================================       ====================================        ===================================
</TABLE>




                                      11
<PAGE>   113
================================================================================
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

STATEMENTS OF CHANGES IN NET ASSETS
For the year ended December 31:

<TABLE>
<CAPTION>
                                                                      TIMED OPPORTUNITY               CAPITAL CONSERVATION
                                                                            FUND                             FUND
                                                                -----------------------------    -----------------------------
                                                                         DIVISION 5                       DIVISION 1
                                                                -----------------------------    -----------------------------
OPERATIONS:                                                        1995             1994             1995             1994
                                                                -----------------------------    -----------------------------
<S>                                                             <C>          <C>                 <C>          <C>
Net investment income . . . . . . . . . . . . . . . . . .       $  5,452,120  $     4,810,838    $    449,111  $       517,106
Net realized gain (loss) on investments . . . . . . . . .          2,006,917          735,641          65,122           32,250
Capital gains distributions from mutual funds . . . . . .          3,186,462        6,863,526              --               --
Net unrealized appreciation (depreciation)
  of investments during the year  . . . . . . . . . . . .         26,710,438      (16,833,221)        906,759       (1,254,436)
                                                                -----------------------------    -----------------------------
    Increase (decrease) in net assets resulting from
      operations  . . . . . . . . . . . . . . . . . . . .         37,355,937       (4,423,216)      1,420,992         (705,080)
                                                                -----------------------------    -----------------------------

PRINCIPAL TRANSACTIONS:
Purchase payments . . . . . . . . . . . . . . . . . . . .         20,940,181       36,297,892         286,600          494,060
Surrenders of accumulation units by terminations,
  withdrawals, and maintenance fees   . . . . . . . . . .         (7,824,702)      (8,285,289)       (623,792)      (1,098,891)
Annuity benefit payments  . . . . . . . . . . . . . . . .             (6,591)          (4,816)           (499)            (478)
Amounts transferred (to) from VALIC general account . . .        (42,300,580)     (36,353,014)     (1,306,120)      (1,152,049)
                                                                -----------------------------    -----------------------------
    Increase (decrease) in net assets
      resulting from principal transactions   . . . . . .        (29,191,692)      (8,345,227)     (1,643,811)      (1,757,358)
                                                                -----------------------------    -----------------------------
TOTAL INCREASE (DECREASE) IN NET ASSETS . . . . . . . . .          8,164,245      (12,768,443)       (222,819)      (2,462,438)

NET ASSETS:
Beginning of year . . . . . . . . . . . . . . . . . . . .        174,789,460      187,557,903       8,006,268       10,468,706
                                                                -----------------------------    -----------------------------
End of year . . . . . . . . . . . . . . . . . . . . . . .       $182,953,705  $   174,789,460    $  7,783,449  $     8,006,268
                                                                =============================    =============================

CHANGE IN UNITS OUTSTANDING:
Accumulation units beginning of year  . . . . . . . . . .         89,377,860       93,899,802       2,953,861        3,590,916
Purchase payments . . . . . . . . . . . . . . . . . . . .          9,806,864       18,196,642          96,297          145,757
Surrenders  . . . . . . . . . . . . . . . . . . . . . . .         (3,569,040)      (4,118,862)       (207,008)        (362,666)
Transfers -- interdivision and (to) from VALIC general
   account  . . . . . . . . . . . . . . . . . . . . . . .        (19,764,253)     (18,599,722)       (441,065)        (420,146)
                                                                -----------------------------    -----------------------------
Accumulation units end of year  . . . . . . . . . . . . .         75,851,431       89,377,860       2,402,085        2,953,861
                                                                =============================    =============================
<CAPTION>
                                                                         DECEMBER 31:                     DECEMBER 31:
                                                                -----------------------------    -----------------------------
                                                                     1995          1994               1995           1994
                                                                -----------------------------    -----------------------------
<S>                                                             <C>           <C>                <C>           <C>
Accumulation unit value . . . . . . . . . . . . . . . . .       $   2.411022  $      1.951533    $   3.238370  $      2.709029
                                                                -----------------------------    -----------------------------
Annuity unit value assuming a 3.5% discount factor  . . .       $   1.581407  $      1.324778    $   1.843690  $      1.596246
                                                                =============================    =============================
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS.




                                      12
<PAGE>   114
================================================================================
                                                              SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
         CAPITAL CONSERVATION                       GOVERNMENT SECURITIES                      INTERNATIONAL GOVERNMENT
                 FUND                                      FUND                                       BOND FUND
- ------------------------------------       ------------------------------------        -----------------------------------
              DIVISION 7                                DIVISION 8                                   DIVISION 13
- ------------------------------------       ------------------------------------        -----------------------------------
      1995                 1994                  1995                1994                      1995              1994
- ------------------------------------       ------------------------------------        -----------------------------------
<S>                 <C>                    <C>                  <C>                    <C>                 <C>
$      2,607,547    $      2,360,212       $       2,982,495    $     2,030,237        $      3,459,290    $     1,361,407
        (138,616)            350,094                 (28,711)           316,682                 911,852            245,193
              --                  --                      --                 --                 114,019                 --

       5,643,853          (5,791,380)              5,103,399         (4,822,548)              3,111,995           (642,360)
- ------------------------------------       ------------------------------------        -----------------------------------
       8,112,784          (3,081,074)              8,057,183         (2,475,629)              7,597,156            964,240
- ------------------------------------       ------------------------------------        -----------------------------------

      10,464,260          14,414,782              15,047,915         13,894,906              31,073,737         12,960,014

      (1,972,220)         (2,021,727)             (1,987,445)        (1,878,777)             (1,946,252)          (981,285)
             --                   --                      --                 --                      --                 --
      (3,821,311)         (8,653,752)              9,219,172        (11,636,951)             42,026,449         (2,227,507)
- ------------------------------------       ------------------------------------        -----------------------------------

       4,670,729           3,739,303              22,279,642            379,178              71,153,934          9,751,222
- ------------------------------------       ------------------------------------        -----------------------------------
      12,783,513             658,229              30,336,825         (2,096,451)             78,751,090         10,715,462


      40,804,553          40,146,324              41,366,950         43,463,401              33,561,090         22,845,628
- ------------------------------------       ------------------------------------        -----------------------------------
$     53,588,066    $     40,804,553       $      71,703,775    $    41,366,950        $    112,312,180    $    33,561,090
====================================       ====================================        ===================================


      26,859,219          24,628,606              26,667,073         26,563,166              25,691,713         18,155,381
       6,253,935           9,129,477               9,058,310          8,675,976              21,413,110         10,044,637
      (1,058,493)         (1,241,827)             (1,149,951)        (1,181,704)             (1,286,336)          (763,521)
      (2,480,853)         (5,657,037)              5,271,621         (7,390,365)             27,550,763         (1,744,784)
- ------------------------------------       ------------------------------------        -----------------------------------
      29,573,808          26,859,219              39,847,053         26,667,073              73,369,250         25,691,713
====================================       ====================================        ===================================

<CAPTION>
          DECEMBER 31:                                 DECEMBER 31:                                DECEMBER 31:
- ------------------------------------       ------------------------------------        -----------------------------------
        1995             1994                     1995                1994                     1995             1994
- ------------------------------------       ------------------------------------        -----------------------------------
<S>                 <C>                    <C>                  <C>                    <C>                 <C>
$       1.812011    $       1.515278       $        1.799475    $      1.547150        $       1.530780    $      1.301357
- ------------------------------------       ------------------------------------        -----------------------------------
$       1.289558    $       1.116084       $        1.280634    $      1.139558        $       1.323493    $      1.164474
====================================       ====================================        ===================================
</TABLE>




                                      13
<PAGE>   115
================================================================================
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

STATEMENTS OF CHANGES IN NET ASSETS
For the year ended December 31:

<TABLE>
<CAPTION>
                                                                                     MONEY MARKET FUND
                                                                --------------------------------------------------------------
                                                                          DIVISION 2                      DIVISION 6
                                                                -----------------------------    -----------------------------
OPERATIONS:                                                          1995          1994              1995           1994
                                                                -----------------------------    -----------------------------
<S>                                                             <C>          <C>                 <C>          <C>
Net investment income . . . . . . . . . . . . . . . . . .       $    306,524  $       211,175    $  3,277,326  $     1,241,669
Net realized gain on investments  . . . . . . . . . . . .                 --               --              --               --
Capital gains distributions from mutual funds . . . . . .                 --               --              --               --
Net unrealized appreciation (depreciation)
  of investments during the year  . . . . . . . . . . . .                 --               --              --               --
                                                                -----------------------------    -----------------------------
    Increase (decrease) in net assets resulting from
      operations  . . . . . . . . . . . . . . . . . . . .            306,524          211,175       3,277,326        1,241,669
                                                                -----------------------------    -----------------------------

PRINCIPAL TRANSACTIONS:
Purchase payments . . . . . . . . . . . . . . . . . . . .            355,756          221,092      26,840,702       13,855,791
Surrenders of accumulation units by terminations,
  withdrawals, and maintenance fees   . . . . . . . . . .           (681,366)        (663,266)     (7,793,169)      (4,406,881)
Annuity benefit payments  . . . . . . . . . . . . . . . .                 --               --          (1,574)          (1,567)
Amounts transferred (to) from VALIC general account . . .           (806,250)        (978,344)    (54,484,648)      66,014,809
                                                                -----------------------------    -----------------------------
    Increase (decrease) in net assets
      resulting from principal transactions   . . . . . .         (1,131,860)      (1,420,518)    (35,438,689)      75,462,152
                                                                -----------------------------    -----------------------------
TOTAL INCREASE (DECREASE) IN NET ASSETS . . . . . . . . .           (825,336)      (1,209,343)    (32,161,363)      76,703,821

NET ASSETS:
Beginning of year . . . . . . . . . . . . . . . . . . . .          7,216,358        8,425,701     112,418,758       35,714,937
                                                                -----------------------------    -----------------------------
End of year . . . . . . . . . . . . . . . . . . . . . . .       $  6,391,022  $     7,216,358    $ 80,257,395  $   112,418,758
                                                                =============================    =============================

CHANGE IN UNITS OUTSTANDING:
Accumulation units beginning of year  . . . . . . . . . .          3,442,237        4,129,981      75,765,781       24,799,810
Purchase payments . . . . . . . . . . . . . . . . . . . .           165,743           107,142      18,072,687        9,439,315
Surrenders  . . . . . . . . . . . . . . . . . . . . . . .           (316,475)        (314,181)     (5,090,822)      (3,026,130)
Transfers -- interdivision and (to) from VALIC general
    account   . . . . . . . . . . . . . . . . . . . . . .           (374,144)        (480,705)    (36,839,889)      44,552,786
                                                                -----------------------------    -----------------------------
Accumulation units end of year  . . . . . . . . . . . . .          2,917,361        3,442,237      51,907,757       75,765,781
                                                                =============================    =============================
<CAPTION>
                                                                         DECEMBER 31:                     DECEMBER 31:
                                                                -----------------------------    -----------------------------
                                                                      1995          1994               1995          1994
                                                                -----------------------------    -----------------------------
<S>                                                             <C>           <C>                <C>           <C>
Accumulation unit value . . . . . . . . . . . . . . . . .       $   2.190686  $      2.096416    $   1.545802  $      1.479129
                                                                -----------------------------    -----------------------------
Annuity unit value assuming a 3.5% discount factor  . . .       $   1.392992  $      1.379656    $   1.088077  $      1.077548
                                                                =============================    =============================
</TABLE>


* For the period from July 11, 1994 to December 31, 1994.

SEE NOTES TO FINANCIAL STATEMENTS.




                                      14
<PAGE>   116
================================================================================
                                                              SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                      TEMPLETON ASSET
      DREYFUS SMALL CAP FUND                          ALLOCATION FUND                      TEMPLETON INTERNATIONAL FUND
- ------------------------------------       ------------------------------------        -----------------------------------
            DIVISION 18                                 DIVISION 19                                DIVISION 20
- ------------------------------------       ------------------------------------        -----------------------------------
      1995                1994*                  1995                1994*                    1995              1994*
- ------------------------------------       ------------------------------------        -----------------------------------
<S>                 <C>                    <C>                  <C>                    <C>                 <C>
$     (1,441,343)   $        166,996       $         360,608    $       (75,725)       $     (1,169,628)   $      (164,482)
          26,776                  --                  87,754                 --                  25,628                121
       6,796,184             386,988                      --                 --                 350,470                 --

      47,179,100            (102,019)             11,935,576           (729,094)             23,406,038         (2,235,982)
- ------------------------------------       ------------------------------------        -----------------------------------
      52,560,717             451,965              12,383,938           (804,819)             22,612,508         (2,400,343)
- ------------------------------------       ------------------------------------        -----------------------------------


      96,201,687          12,217,697              26,412,918          4,656,678              69,120,243         10,111,560

      (3,867,838)           (111,066)             (1,156,891)           (47,985)             (2,577,387)           (41,962)
            (915)                 --                  (1,361)                --                    (463)                --
     122,606,635          76,845,012              24,133,475         29,049,399              89,125,401         64,431,794
- ------------------------------------       ------------------------------------        -----------------------------------

     214,939,569          88,951,643              49,388,141         33,658,092             155,667,794         74,501,392
- ------------------------------------       ------------------------------------        -----------------------------------
     267,500,286          89,403,608              61,772,079         32,853,273             178,280,302         72,101,049

      89,403,608                  --              32,853,273           --                    72,101,049                 --
- ------------------------------------       ------------------------------------        -----------------------------------
$    356,903,894    $     89,403,608       $      94,625,352    $    32,853,273        $    250,381,351    $    72,101,049
====================================       ====================================        ===================================


      85,169,871                  --              32,807,602                 --              71,716,511                 --
      80,950,706          11,303,726              24,212,805          4,421,687              65,697,216          9,484,235
      (2,954,777)           (107,113)               (964,768)           (48,133)             (2,198,909)           (41,499)
     104,569,419          73,973,258              22,438,866         28,434,048              83,910,108         62,273,775
- ------------------------------------       ------------------------------------        -----------------------------------
     267,735,219          85,169,871              78,494,505         32,807,602             219,124,926         71,716,511
====================================       ====================================        ===================================

<CAPTION>
           DECEMBER 31:                               DECEMBER 31:                                DECEMBER 31:
- ------------------------------------       ------------------------------------        -----------------------------------
       1995               1994                    1995                1994                    1995              1994
- ------------------------------------       ------------------------------------        -----------------------------------
<S>                 <C>                    <C>                  <C>                    <C>                 <C>
$       1.332904    $       1.043156       $        1.205181    $      0.995860        $       1.142586    $      0.999282
- ------------------------------------       ------------------------------------        -----------------------------------
$       1.267071    $       1.026303       $        1.145656    $      0.979771        $       1.086152    $      0.983138
====================================       ====================================        ===================================
</TABLE>




                                      15
<PAGE>   117
================================================================================
NOTES TO FINANCIAL STATEMENTS                                 SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------

NOTE A -- ORGANIZATION

    Separate Account A (the "Separate Account"), established by The Variable
Annuity Life Insurance Company ("VALIC") on April 18, 1979, is registered under
the Investment Company Act of 1940 as a unit investment trust. The Separate
Account is comprised of twenty-one subaccounts or "divisions." Each division,
which represents a variable investment vehicle available only through a VALIC
annuity contract, invests in one of the following mutual funds:

AMERICAN GENERAL SERIES PORTFOLIO COMPANY ("AGSPC"):

  Stock Index Fund (Divisions 10A, B, C, and D),
  MidCap Index Fund (Division 4),
  Small Cap Index Fund (Division 14),
  International Equities Fund (Division 11),
  Growth Fund (Division 15),
  Growth & Income Fund (Division 16),
  Science & Technology Fund (Division 17),
  Social Awareness Fund (Division 12),
  Timed Opportunity Fund (Division 5),
  Capital Conservation Fund (Divisions 1 and 7),
  Government Securities Fund (Division 8),
  International Government Bond Fund (Division 13), and
  Money Market Fund (Divisions 2 and 6).

DREYFUS VARIABLE INVESTMENT FUND:

  Dreyfus Small Cap Portfolio (Division 18)

TEMPLETON VARIABLE PRODUCTS SERIES FUND:

  Templeton Asset Allocation Fund (Division 19)
  Templeton International Fund (Division 20)

Divisions 15, 16, 17, 18, 19, and 20 commenced operations on July 11, 1994.

NOTE B -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    The assets of the Separate Account are segregated from VALIC's other
assets. The operations of the Separate Account are part of VALIC. The following
is a summary of significant accounting policies consistently followed by the
Separate Account in the preparation of its financial statements.

    INVESTMENT VALUATION. Investments in mutual funds (the "Funds") are valued
at the net asset (market) value per share at the close of each business day.

    INVESTMENT TRANSACTIONS. Investment transactions are accounted for on the
trade date. Realized gains and losses on investments are determined on the
basis of identified cost. Capital gain distributions from mutual funds are
recorded on the ex-dividend date and reinvested upon receipt.

    INVESTMENT INCOME. Dividend income from mutual funds is recorded on the
ex-dividend date and reinvested upon receipt.

    ANNUITY RESERVES. Net payments made by variable annuity contract owners are
accumulated based on the performance of the investments of the Separate Account
until the date the contract owners select to commence annuity payments.
Reserves for annuities on which benefits are currently payable are provided for
based upon estimated mortality and other assumptions, including provisions for
the risk of adverse deviation from assumptions, which were appropriate at the
time the contracts were issued. The 1949 Progressive Annuity Table has been
used in the computation of annuity reserves for currently payable contracts.
Participants are able to elect investment rates between 3.0% and 6.0%, as
regulated by the applicable state laws.

NOTE C -- TRANSACTIONS WITH AFFILIATES

    VALIC acts as investment adviser and transfer agent to AGSPC.

    The Separate Account is charged for mortality and expense risks assumed by
VALIC. The charge, based on the daily net assets of each division, is assessed
daily based on the following annual rates: for Division 10B, .85% on the first
$10,000,000, .425% on the next $90,000,000, and .21% on the excess over
$100,000,000; for Divisions 1, 2, 4, 5, 6, 7, 8, 10A, 10C, 10D, 11, 12, 13, 14,
15, 16, and 17, 1.00%; and for Divisions 18, 19, and 20, 1.25%.

    Pursuant to the reorganization agreement entered into on April 17, 1987,
which transferred VALIC Separate Accounts One and Two into the Separate
Account, expenses of Division 10A (formerly Separate Account One) are limited
to 1.4157% of average daily net assets, and expenses of Division 10B (formerly
Separate Account Two) are limited to the following rates based on average daily
net assets: 0.6966% on the first $25,434,267 and 0.5% on the next $74,565,733.
Accordingly, during the years ended December 31, 1995 and 1994, VALIC reduced
expenses of Division 10B by $69,586 and $67,955, respectively.

    A portion of the annual contract maintenance charge is assessed each
contract (except those relating to Divisions 10A and 10B) by VALIC on the last
day of the calendar quarter in which VALIC receives the first purchase payment,
and in quarterly installments thereafter during the accumulation period.
Maintenance charges assessed totaled $2,494,903 and $1,857,628 for the years
ended December 31, 1995, and December 31, 1994, respectively.

    VALIC received surrender charges of $1,299,069 and $1,233,026 for the years
ended December 31, 1995, and December 31, 1994, respectively. In addition,
VALIC received $100,290 and $18,404 for the year ended December 31, 1995, in
sales load on variable annuity purchase payments for Divisions 10A and 10B,
respectively. VALIC received $124,462 and $22,329 for the year ended December
31, 1994, in sales load on variable annuity purchase payments for Divisions 10A
and 10B, respectively.




                                     16
<PAGE>   118
================================================================================
NOTES TO FINANCIAL STATEMENTS - CONTINUED                     SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------

NOTE D -- INVESTMENTS
   The cost of fund shares is the same for financial reporting and federal
income tax purposes. The following is a summary of fund shares owned as of
December 31, 1995:

<TABLE>
<CAPTION>
                                                               MARKET                                        UNREALIZED
UNDERLYING FUND                       DIVISION      SHARES     PRICE          MARKET            COST        APPRECIATION
- ------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>         <C>         <C>        <C>            <C>                 <C>
Stock Index Fund  . . . . . . . .     10A,B,C,D   77,628,358  $ 19.03    $ 1,477,267,662 $  1,105,508,457   $371,759,205
MidCap Index Fund . . . . . . . .       4         27,734,866    17.31        480,090,535      397,011,660     83,078,875
Small Cap Index Fund  . . . . . .       14        10,710,277    14.23        152,407,245      129,522,422     22,884,823
International Equities Fund . . .       11        18,628,541    10.69        199,139,104      187,888,444     11,250,660
Growth Fund . . . . . . . . . . .       15        16,488,444    14.59        240,566,401      201,132,365     39,434,036
Growth & Income Fund  . . . . . .       16         5,184,648    12.90         66,881,957       58,002,292      8,879,665
Science & Technology Fund . . . .       17        20,809,176    17.98        374,148,985      330,145,481     44,003,504
Social Awareness Fund . . . . . .       12         4,237,891    14.15         59,966,151       52,197,124      7,769,027
Timed Opportunity Fund  . . . . .       5         15,100,694    12.11        182,869,410      160,827,715     22,041,695
Capital Conservation Fund . . . .     1 & 7        6,169,509     9.91         61,139,836       59,432,080      1,707,756
Government Securities Fund  . . .       8          7,014,252    10.21         71,615,518       70,467,996      1,147,522
International Government Bond Fund      13         9,127,680    12.29        112,179,184      109,565,749      2,613,435
Money Market Fund.  . . . . . . .     2 & 6       86,935,961     1.00         86,935,961       86,935,961             --
Dreyfus Small Cap Fund  . . . . .       18         7,718,952    46.13        356,075,243      308,998,162     47,077,081
Templeton Asset Allocation Fund .       19         5,037,292    18.73         94,348,477       83,141,995     11,206,482
Templeton International Fund  . .       20        16,516,483    15.13        249,894,383      228,724,327     21,170,056
                                                                         -----------------------------------------------
                                                                         $ 4,265,526,052 $  3,569,502,230   $696,023,822
                                                                         ===============================================
</TABLE>

NOTE E -- FEDERAL INCOME TAXES

    VALIC is taxed as a life insurance company under the Internal Revenue Code
and includes the operations of the Separate Account in determining its federal
income tax liability. Under current federal income tax law the investment
income and capital gains from sale of investments realized by the Separate
Account are not taxable. Therefore, no federal income tax provision has been
made.

NOTE F -- SECURITY PURCHASES AND SALES

    For the year ended December 31, 1995, the aggregate cost of purchases and
proceeds from sales of investments were:

<TABLE>
<CAPTION>
                                                                                         PURCHASES               SALES
                                                                                    -------------------------------------
     <S>                                                                            <C>                    <C>
     Stock Index Fund:
         Division 10A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $     17,829,646       $   43,581,553
         Division 10B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          1,750,366            4,905,910
         Division 10C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        166,148,042           50,236,291
         Division 10D . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          2,318,140            9,247,780
     MidCap Index Fund Division 4   . . . . . . . . . . . . . . . . . . . . . . .         62,422,985           39,646,090
     Small Cap Index Fund Division 14   . . . . . . . . . . . . . . . . . . . . .         24,793,667           23,245,115
     International Equities Fund Division 11  . . . . . . . . . . . . . . . . . .         57,671,192           69,714,222
     Growth Fund Division 15  . . . . . . . . . . . . . . . . . . . . . . . . . .        168,790,861               57,736
     Growth & Income Fund Division 16   . . . . . . . . . . . . . . . . . . . . .         45,865,792              122,058
     Science & Technology Fund Division 17  . . . . . . . . . . . . . . . . . . .        290,019,742           18,313,402
     Social Awareness Fund Division 12  . . . . . . . . . . . . . . . . . . . . .         14,778,261            4,227,474
     Timed Opportunity Fund Division 5  . . . . . . . . . . . . . . . . . . . . .         13,643,488           34,236,462
     Capital Conservation Fund:
         Division 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            766,423            1,960,586
         Division 7 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         17,499,959           10,443,867
     Government Securities Fund Division 8  . . . . . . . . . . . . . . . . . . .         30,092,359            4,775,625
     International Government Bond Fund Division 13   . . . . . . . . . . . . . .         85,454,562           10,810,456
     Money Market Fund:
         Division 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          2,717,163            3,576,785
         Division 6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        127,237,936          152,993,878
     Dreyfus Small Cap Fund Division 18   . . . . . . . . . . . . . . . . . . . .        219,949,004              128,645
     Templeton Asset Allocation Fund Division 19  . . . . . . . . . . . . . . . .         50,326,793              783,734
     Templeton International Fund Division 20   . . . . . . . . . . . . . . . . .        155,004,679              292,803
                                                                                    -------------------------------------
                             Total  . . . . . . . . . . . . . . . . . . . . . . .   $  1,555,081,060       $  483,300,472
                                                                                    =====================================
</TABLE>




                                      17
<PAGE>   119
================================================================================
REPORT OF INDEPENDENT AUDITORS                                SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------

TO THE BOARD OF THE VARIABLE ANNUITY LIFE INSURANCE COMPANY AND CONTRACT OWNERS
OF THE VARIABLE ANNUITY LIFE INSURANCE COMPANY SEPARATE ACCOUNT A

We have audited the accompanying statements of net assets of The Variable
Annuity Life Insurance Company Separate Account A ("Separate Account A") and
each of the divisions (1, 2, 4, 5, 6, 7, 8, 10A, 10B, 10C, 10D, 11, 12, 13, 14,
15, 16, 17, 18, 19, and 20) comprising Separate Account A as of December 31,
1995. We have also audited the related statements of operations for the year
then ended and the statements of changes in net assets for each of the two
years in the period then ended of Separate Account A and each of its divisions
except for divisions 15, 16, 17, 18, 19, and 20 for which we audited the
statements of changes in net assets for the year ended December 31, 1995 and
for the period from July 11, 1994 (inception) to December 31, 1994. These
financial statements are the responsibility of Separate Account A's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned as of December 31, 1995,
by correspondence with the transfer agent. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Separate Account A and each of
the divisions comprising Separate Account A at December 31, 1995, and the
results of their operations and changes in their net assets for each of the
periods identified above, in conformity with generally accepted accounting
principles.

                                                            ERNST & YOUNG LLP

Houston, Texas
January 26, 1996
<PAGE>   120
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY             ---------------------
SEPARATE ACCOUNT A                                            Bulk Rate      
                                                             U.S. Postage    
P.O. Box 3206                                                    PAID        
Houston, Texas 77253-3206                                  Permit No. 6748   
                                                            Houston, Texas   
                                                        ---------------------



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