VARIABLE ANNUITY LIFE INSURANCE CO SEPARATE ACCOUNT A, 497, 2000-05-04

VARIABLE ANNUITY LIFE INSURANCE CO SEPARATE ACCOUNT A
497, 2000-05-04

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<PAGE> 1
[Momento Photo]

PORTFOLIO DIRECTOR(R) PLUS

SEPARATE ACCOUNT A
FOR SERIES 1.20 - 12.20

Prospectus
May 1, 2000

Units of Interest Under Group and
Individual Variable Annuity Contracts
Portfolio Director Plus

VALIC
AN AMERICAN
GENERAL COMPANY
<PAGE> 2

THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
SEPARATE ACCOUNT A
PORTFOLIO DIRECTOR, PORTFOLIO DIRECTOR 2, PORTFOLIO DIRECTOR PLUS

SUPPLEMENT ISSUED MAY 1, 2000 TO THE PROSPECTUS DATED MAY 1, 2000

The Variable Annuity Life Insurance Company (the "Company") filed an application
with the Securities and Exchange Commission ("SEC") as of March 31, 2000
requesting an order allowing the Company to replace the shares of American
General Domestic Bond Fund of American General Series Portfolio Company 3
("AGSPC 3"), T. Rowe Price Small-Cap Stock Fund, Dreyfus Variable Investment
Fund -- Small Cap Portfolio, Scudder Growth and Income Fund, Neuberger Berman
Guardian Trust and Dreyfus Founders Growth Fund, each of which is a Variable
Investment Option currently available under our group and individual variable
annuity contracts, with shares of comparable series of AGSPC 3 and newly created
series of American General Series Portfolio Company ("AGSPC").

The Company believes that the proposed substitutions are in the best interest of
contract holders. In each case, the Substitute Series will have substantially
the same investment objective, practices and restrictions as the Replaced
Series. In the case of Dreyfus Variable Investment Fund -- Small Cap Portfolio
and T. Rowe Price Small-Cap Stock Fund, Inc., the Substitute Series will have
two sub-advisers, one of which is the Replaced Series' current investment
adviser, T. Rowe Price Associates, Inc., and an additional sub-adviser, Founders
Asset Management LLC, which has an outstanding long-term investment performance
record. In the case of Dreyfus Founders Growth Fund, the Substitute Series will
have the Replaced Series' current investment adviser, Founders Asset Management
LLC, as its sub-adviser. In the case of the other Replaced Series, the
Substitute Series will have as sub-advisers new managers with superior long-term
investment performance records in their respective asset classes.

The proposed substitutions and respective sub-advisers are:

<TABLE>
<CAPTION>
REPLACED SERIES SUBSTITUTE SERIES
<S> <C> <C>
Dreyfus Variable Investment Fund -- -- AGSPC American General Select Small-Cap Fund (T. Rowe
Small-Cap Portfolio Price Associates, Inc. and Founders Asset Management
LLC)
T. Rowe Price Small-Cap Stock Fund, Inc. -- AGSPC American General Select Small Cap Fund (T. Rowe
Price Associates, Inc. and Founders Asset Management
LLC)
Scudder Growth and Income Fund -- AGSPC American General American Century Income & Growth
Fund (American Century Investment Management, Inc.)
Neuberger Berman Guardian Trust -- AGSPC American General American Century Income & Growth
Fund (American Century Investment Management, Inc.)
Dreyfus Founders Growth Fund -- AGSPC American General Founders Growth Fund (Founders
Asset Management LLC)
AGSPC 3 American General Domestic Bond Fund -- AGSPC 3 American General Core Bond Fund (American
General Investment Management, L.P.)
</TABLE>

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

You should note that:

- - No action is required on your part. You will not need to vote a proxy, file a
new election, or take any other action if the SEC approves the substitutions.

- - The elections you have on file for allocating your account value, premium
payments and deductions will remain unchanged until you direct us otherwise.

- - You will not bear any expenses relating to the substitutions.

- - Although for two of the substitutions (Dreyfus Variable Investment
Fund -- Small Cap Portfolio and Scudder Growth and Income Fund) total contract
holder expenses are expected to be slightly higher for the Replaced Series,
the substitutions will result in a change to a sub-adviser with a superior
performance record.

- - On the effective date of the substitution, your account value in the Variable
Account Option will be the same as before the substitution.

- - The substitution will have no tax consequences for you.

The Company expects to complete the substitutions before October 2000. The newly
created series of AGSPC will commence operations at the time of the
substitutions. Completion of the substitutions is conditioned upon obtaining the
approval of the SEC and state insurance authorities, if applicable. Of course,
you may transfer amounts in your Contract among the Variable Investment Options
and Fixed Options, as usual. The substitutions will not be treated as a transfer
for purposes of the transfer provisions of your Contract. In addition, any
transfer charge that might otherwise be imposed will be waived from the date of
this Notice through the date that is 30 days after the substitutions.

We will send you a prospectus for AGSPC 3 and the new series of AGSPC, and
notice of the actual date of the substitutions, after we receive SEC approval.
You will receive confirmation when the substitution is complete.

Should you have any questions, you may contact us at 1-800-448-2542 (selection
1).
<PAGE> 3

THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
UNITS OF INTEREST UNDER GROUP AND INDIVIDUAL
VARIABLE ANNUITY CONTRACTS
PORTFOLIO DIRECTOR(R) PLUS
SEPARATE ACCOUNT A
FOR SERIES 1.20 TO 12.20 May 1, 2000

PROSPECTUS

The Variable Annuity Life Insurance Company ("VALIC") offers certain Series of
Portfolio Director Plus that consist of group and individual variable annuity
contracts (the "Contracts") to Participants in certain employer sponsored
retirement plans. Portfolio Director Plus 1.20 to 12.20 consists of group
variable annuity contracts that are offered by VALIC to Participants in certain
employer retirement plans. Portfolio Director Plus 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, as well as for certain after-tax arrangements that are not part of an
employer's plan.

Portfolio Director Plus permits you to invest in and receive retirement benefits
in one or more Fixed Account Options* and/or an array of Variable Account
Options described in this prospectus. If your contract is part of your
employer's retirement program, that program will describe which Variable Account
Options are available to you. If your contract is a tax-deferred nonqualified
annuity that is not part of your employer's retirement plan, those Variable
Account Options that are invested in Mutual Funds available to the public
outside of annuity contracts, life insurance contracts or certain employer
sponsored retirement plans will not be available within your contract.

* One of the Fixed Account Options, the Multi-Year Enhanced Fixed Account, will
be available approximately May 22, 2000, subject to state approval.

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

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

This prospectus provides you with information you should know before investing
in Portfolio Director Plus. This prospectus is accompanied by the current
prospectuses for the mutual fund options described in this prospectus. Please
read and retain each of these prospectuses for future reference.

A Statement of Additional Information, dated May 1, 2000, contains additional
information about Portfolio Director Plus and is part of this prospectus. For a
free copy call 1-800-44-VALIC. The Statement of Additional Information has been
filed with the Securities and Exchange Commission ("SEC") and is available along
with other related materials at the SEC's internet web site
(http://www.sec.gov).

INVESTMENT IN THE CONTRACTS IS SUBJECT TO RISK THAT MAY CAUSE THE VALUE OF THE
OWNER'S INVESTMENT TO FLUCTUATE, AND WHEN THE CONTRACTS ARE SURRENDERED, THE
VALUE MAY BE HIGHER OR LOWER THAN THE PURCHASE PAYMENTS.

THE SEC HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<PAGE> 4

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
ABOUT THE PROSPECTUS.......................... 1
FEE TABLE..................................... 2
SUMMARY....................................... 7
SELECTED PURCHASE UNIT DATA................... 14
GENERAL INFORMATION........................... 15
About Portfolio Director Plus............ 15
About VALIC.............................. 15
About VALIC Separate Account A........... 15
Units of Interests....................... 16
Distribution of the Contracts............ 16

VARIABLE ACCOUNT OPTIONS...................... 16

PURCHASE PERIOD............................... 17
Purchase Payments........................ 17
Purchase Units........................... 18
Calculation of Purchase Unit Value....... 18
Choosing Investment Options.............. 18
Fixed Account Options............... 18
Variable Account Options............ 19
Stopping Purchase Payments............... 19

TRANSFERS BETWEEN INVESTMENT OPTIONS.......... 19
During the Purchase Period............... 20
During the Payout Period................. 20
Communicating Transfer or Reallocation
Instructions........................... 20
Effective Date of Transfer............... 20
Market Timing............................ 21

FEES AND CHARGES.............................. 21
Account Maintenance Fee.................. 21
Surrender Charge......................... 21
Amount of Surrender Charge.......... 21
10% Free Withdrawal................. 21
Exceptions to Surrender Charge...... 22
Premium Tax Charge....................... 22
Separate Account Charges................. 22
Fund Annual Expense Charges.............. 23
Other Tax Charges........................ 23
Reduction or Waiver of Account
Maintenance Fee, Surrender, Mortality
and Expense Risk Fee or Administration
and Distribution Fee Charges........... 23
Separate Account Expense Reimbursement... 24
Market Value Adjustment.................. 24

PAYOUT PERIOD................................. 24
Fixed Payout............................. 24
Variable Payout.......................... 24
Combination Fixed and Variable Payout.... 25
Payout Date.............................. 25
Payout Options........................... 25
Enhancements to Payout Options........... 26
Payout Information....................... 26

SURRENDER OF ACCOUNT VALUE.................... 26
When Surrenders are Allowed.............. 26
Amount That May Be Surrendered........... 26
Surrender Restrictions................... 27
Partial Surrenders....................... 27
Systematic Withdrawals................... 27
Distributions Required By Federal Tax
Law.................................... 27

EXCHANGE PRIVILEGE............................ 28
Restrictions on Exchange Privilege....... 28
Taxes and Conversion Costs............... 28
</TABLE>

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Surrender Charges........................ 28
Exchange Offers for Contracts Other Than
Portfolio Director Plus................ 29
Comparison of Portfolio Director and
Portfolio Director 2 Contracts to
Portfolio Director Plus Contracts...... 29
Comparison of Other Contracts............ 29
Features of Portfolio Director Plus...... 29
Agents' and Managers' Retirement Plan
Exchange Offer......................... 29

DEATH BENEFITS................................ 30
Beneficiary Information.................. 30
Special Information for Individual
Non-Tax Qualified Contracts............ 31
During the Purchase Period............... 31
Interest Guaranteed Death Benefit... 31
Standard Death Benefit.............. 31
During the Payout Period................. 31

HOW TO REVIEW INVESTMENT PERFORMANCE OF
SEPARATE ACCOUNT DIVISIONS.................. 32
Types of Investment Performance
Information Advertised................. 32
Total Return Performance Information... 32
Standard Average Annual Total Return... 32
Nonstandard Average Annual Total
Return.............................. 32
Cumulative Total Return................ 33
Annual Change in Purchase Unit Value... 33
Cumulative Change in Purchase Unit
Value............................... 33
Total Return Based on Different
Investment Amounts.................. 33
An Assumed Account Value of $10,000.... 33
Yield Performance Information............ 33
AGSPC Money Market and American General
Money Market Divisions.............. 33
Divisions Other Than The AGSPC Money
Market and American General Money
Market Divisions.................... 33
Performance Information: Average Annual
Total Return, Cumulative Return and
Annual and Cumulative Change in
Purchase Unit Value Tables............. 33

OTHER CONTRACT FEATURES....................... 46
Changes That May Not Be Made............. 46
Change of Beneficiary.................... 46
Contingent Owner......................... 46
Cancellation -- The 20 Day "Free Look"... 46
We Reserve Certain Rights................ 46
Relationship to Employer's Plan.......... 46

VOTING RIGHTS................................. 46
Who May Give Voting Instructions......... 46
Determination of Fund Shares Attributable
to Your Account........................ 47
During Purchase Period................. 47
During Payout Period or after a Death
Benefit Has Been Paid............... 47
How Fund Shares Are Voted................ 47

FEDERAL TAX MATTERS........................... 47
Type of Plans............................ 47
Tax Consequences in General.............. 48
Effect of Tax-Deferred Accumulations..... 48

YEAR 2000..................................... 50
</TABLE>

(i)
<PAGE> 5

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:

<TABLE>
<CAPTION>
DEFINED TERMS PAGE NO.
- ------------- --------
<S> <C>
Account Value................... 20
Annuitant....................... 30
Assumed Investment Rate......... 24
Beneficiary..................... 30
Contract Owner.................. 30
Divisions....................... 32
Fixed Account Options........... 30
Home Office..................... 20
Mutual Fund or Fund............. 15
Participant..................... 01
Participant Year................ 21
Payout Period................... 20
Payout Unit..................... 24
Purchase Payments............... 17, 32
Purchase Period................. 20
Purchase Unit................... 18
VALIC Separate Account A........ 47
Variable Account Options........ 16, 30
</TABLE>

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
Plus, 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 Plus 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 Plus 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 Plus. 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> 6

FEE TABLE
- --------------------------------------------------------------------------------

CONTRACT OWNER/PARTICIPANT EXPENSES(1)

<TABLE>
<S> <C>
Maximum Surrender Charge(2) 5.00%
ACCOUNT MAINTENANCE FEE ($3.75 per quarter, annualized)(2) $ 15
</TABLE>

SEPARATE ACCOUNT EXPENSES
(as a percentage of Separate Account net assets):

<TABLE>
<CAPTION>
MORTALITY ADMINISTRATION SEPARATE
AND AND ACCOUNT TOTAL
EXPENSE RISK DISTRIBUTION EXPENSE SEPARATE
FUND FEE(3) FEE(3) REIMBURSEMENT ACCOUNT FEE
---- ------------ -------------- ------------- -----------
<S> <C> <C> <C> <C>
AGSPC Asset Allocation Fund 0.25% 0.55% -- 0.80%
AGSPC Capital Conservation Fund 0.25 0.55 -- 0.80
AGSPC Government Securities Fund 0.25 0.55 -- 0.80
AGSPC Growth Fund 0.25 0.55 -- 0.80
AGSPC Growth & Income Fund 0.25 0.55 -- 0.80
AGSPC International Equities Fund 0.25 0.55 -- 0.80
AGSPC International Government Bond Fund 0.25 0.55 -- 0.80
AGSPC MidCap Index Fund 0.25 0.55 -- 0.80
AGSPC Money Market Fund 0.25 0.55 -- 0.80
AGSPC Science & Technology Fund 0.25 0.55 -- 0.80
AGSPC Small Cap Index Fund 0.25 0.55 -- 0.80
AGSPC Social Awareness Fund 0.25 0.55 -- 0.80
AGSPC Stock Index Fund 0.25 0.55 -- 0.80
American Century Ultra Fund(4) 0.25 0.80 (0.21%) 0.84
American General Balanced Fund(4) 0.25 0.55 (0.25) 0.55
American General Conservative Growth Lifestyle
Fund(4) 0.25 0.55 (0.25) 0.55
American General Core Bond Fund(4) 0.25 0.55 (0.25) 0.55
American General Domestic Bond Fund(4) 0.25 0.55 (0.25) 0.55
American General Growth Lifestyle Fund(4) 0.25 0.55 (0.25) 0.55
American General High Yield Bond Fund(4) 0.25 0.55 (0.25) 0.55
American General International Growth Fund(4) 0.25 0.55 (0.25) 0.55
American General International Value Fund(4) 0.25 0.55 (0.25) 0.55
American General Large Cap Growth Fund(4) 0.25 0.55 (0.25) 0.55
American General Large Cap Value Fund(4) 0.25 0.55 (0.25) 0.55
American General Mid Cap Growth Fund(4) 0.25 0.55 (0.25) 0.55
American General Mid Cap Value Fund(4) 0.25 0.55 (0.25) 0.55
American General Moderate Growth Lifestyle
Fund(4) 0.25 0.55 (0.25) 0.55
American General Money Market Fund(4) 0.25 0.55 (0.25) 0.55
American General Small Cap Growth Fund(4) 0.25 0.55 (0.25) 0.55
American General Small Cap Value Fund(4) 0.25 0.55 (0.25) 0.55
American General Socially Responsible Fund(4) 0.25 0.55 (0.25) 0.55
American General Strategic Bond Fund(4) 0.25 0.55 (0.25) 0.55
Dreyfus Founders Growth Fund(4) 0.25 0.80 (0.25) 0.80
Dreyfus Variable Investment Fund --
Small Cap Portfolio(4) 0.25 0.80 (0.15) 0.90
Evergreen(sm) Equity Trust
Evergreen Growth and Income Fund -- Class A(4) 0.25 0.80 (0.25) 0.80
Evergreen Small Cap Value Fund -- Class A(4) 0.25 0.80 (0.25) 0.80
Evergreen Value Fund -- Class A(4) 0.25 0.80 (0.25) 0.80
Franklin Templeton Variable Insurance Products
Trust
Templeton Asset Strategy Fund -- Class 1 0.25 0.80 -- 1.05
Templeton International Securities
Fund -- Class 1 0.25 0.80 -- 1.05
Neuberger Berman Guardian Trust(4) 0.25 0.80 (0.25) 0.80
Putnam Global Growth Fund -- Class A Shares(4) 0.25 0.80 (0.25) 0.80
Putnam New Opportunities Fund -- Class A
Shares(4) 0.25 0.80 (0.25) 0.80
Putnam OTC & Emerging Growth Fund -- Class A
Shares(4) 0.25 0.80 (0.25) 0.80
Scudder Growth and Income Fund(4) 0.25 0.80 (0.25) 0.80
T. Rowe Price Small-Cap Stock Fund 0.25 0.80 -- 1.05
Templeton Foreign Fund -- Class A(4) 0.25 0.80 (0.25) 0.80
Vanguard LifeStrategy Conservative Growth Fund 0.25 0.80 -- 1.05
Vanguard LifeStrategy Growth Fund 0.25 0.80 -- 1.05
Vanguard LifeStrategy Moderate Growth Fund 0.25 0.80 -- 1.05
Vanguard Long-Term Corporate Fund(5) 0.25 0.80 (0.25) 0.80
Vanguard Long-Term Treasury Fund(5) 0.25 0.80 (0.25) 0.80
Vanguard Wellington Fund 0.25 0.80 -- 1.05
Vanguard Windsor II Fund 0.25 0.80 -- 1.05
</TABLE>

2
<PAGE> 7

FEE TABLE -- (CONTINUED)
- --------------------------------------------------------------------------------

FUND ANNUAL EXPENSES
(as a percentage of net assets):

<TABLE>
<CAPTION>
OTHER TOTAL FUND
MANAGEMENT EXPENSES EXPENSES
FEES (AFTER 12B-1 (AFTER EXPENSE (AFTER EXPENSE
FUND FEE WAIVER) FEES WAIVER)(6) WAIVER)
---- ----------- ----- -------------- --------------
<S> <C> <C> <C> <C>
AGSPC Asset Allocation Fund(8) 0.50% -- 0.07% 0.57%
AGSPC Capital Conservation Fund 0.50 -- 0.10 0.60
AGSPC Government Securities Fund 0.50 -- 0.09 0.59
AGSPC Growth Fund 0.80 -- 0.06 0.86
AGSPC Growth & Income Fund 0.75 -- 0.07 0.82
AGSPC International Equities Fund 0.35 -- 0.08 0.43
AGSPC International Government Bond Fund 0.50 -- 0.07 0.57
AGSPC MidCap Index Fund 0.31 -- 0.07 0.38
AGSPC Money Market Fund 0.50 -- 0.07 0.57
AGSPC Science & Technology Fund 0.90 -- 0.06 0.96
AGSPC Small Cap Index Fund 0.35 -- 0.06 0.41
AGSPC Social Awareness Fund 0.50 -- 0.07 0.57
AGSPC Stock Index Fund 0.26 -- 0.06 0.32
American Century Ultra Fund(11) 1.00 -- -- 1.00
American General Balanced Fund(9) 0.78 -- 0.02 0.80
American General Conservative Growth Lifestyle
Fund(10) 0.10 -- -- 0.10
American General Core Bond Fund(9) 0.50 -- 0.30 0.80
American General Domestic Bond Fund(9) 0.59 -- 0.18 0.77
American General Growth Lifestyle Fund(10) 0.10 -- -- 0.10
American General High Yield Bond Fund(9) 0.69 -- 0.29 0.98
American General International Growth Fund(9) 0.88 -- 0.25 1.13
American General International Value Fund(9) 0.97 -- 0.04 1.01
American General Large Cap Growth Fund(9) 0.52 -- 0.29 0.81
American General Large Cap Value Fund(9) 0.49 -- 0.31 0.80
American General Mid Cap Growth Fund(9) 0.63 -- 0.14 0.77
American General Mid Cap Value Fund(9) 0.74 -- 0.29 1.03
American General Moderate Growth Lifestyle Fund(10) 0.10 -- -- 0.10
American General Money Market Fund(9) 0.24 -- 0.30 0.54
American General Small Cap Growth Fund(9) 0.81 -- 0.30 1.11
American General Small Cap Value Fund(9) 0.74 -- 0.22 0.96
American General Socially Responsible Fund(9) 0.25 -- 0.30 0.55
American General Strategic Bond Fund(9) 0.59 -- 0.29 0.88
Dreyfus Founders Growth Fund 0.67 0.25% 0.16 1.08
Dreyfus Variable Investment Fund --
Small Cap Portfolio 0.75 -- 0.03 0.78
Evergreen Equity Trust
Evergreen Growth and Income Fund -- Class A 0.89 0.25 0.29 1.43
Evergreen Small Cap Value Fund -- Class A(11) 1.00 0.25 0.42 1.67
Evergreen Value Fund -- Class A 0.50 0.25 0.25 1.00
Franklin Templeton Variable Insurance Products
Trust(11)
Templeton Asset Strategy Fund -- Class 1(12) 0.60 -- 0.18 0.78
Templeton International Securities Fund -- Class
1(13) 0.69 -- 0.19 0.88
Neuberger Berman Guardian Trust(7)(11) 0.84 -- 0.04 0.88
Putnam Global Growth Fund -- Class A Shares 0.63 0.25 0.22 1.10
Putnam New Opportunities Fund -- Class A Shares 0.48 0.25 0.20 0.93
Putnam OTC & Emerging Growth Fund -- Class A Shares 0.55 0.25 0.18 0.98
Scudder Growth and Income Fund 0.45 -- 0.35 0.80
T. Rowe Price Small-Cap Stock Fund 0.77 -- 0.19 0.96
Templeton Foreign Fund -- Class A(11) 0.61 0.25 0.27 1.13
Vanguard LifeStrategy Conservative Growth
Fund(11)(14) 0.28 -- -- 0.28
Vanguard LifeStrategy Growth Fund(11)(14) 0.29 -- -- 0.29
Vanguard LifeStrategy Moderate Growth Fund(11)(14) 0.29 -- -- 0.29
Vanguard Long-Term Corporate Fund(11) 0.28 -- 0.02 0.30
Vanguard Long-Term Treasury Fund(11) 0.25 -- 0.03 0.28
Vanguard Wellington Fund(11) 0.28 -- 0.02 0.30
Vanguard Windsor II Fund(11) 0.35 -- 0.02 0.37
</TABLE>

3
<PAGE> 8

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

(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, Surrender, Mortality and Expense Risk Fee or
Administration and Distribution Fee Charges" and "Exceptions to Surrender
Charge" in this prospectus.

(3) The mortality and expense risk fee and administration and distribution fee
reflected in the Fee Table is deducted during the Purchase Period. The
mortality and expense risk fee and administration and distribution fee
deducted during the Payout Period is computed at an annualized rate of
0.75% to 1.25%, depending upon the Variable Account Option selected.
Reductions in the mortality and expense risk fee or administration and
distribution fee may be available for plan types meeting certain criteria.
See "Reduction or Waiver of Account Maintenance Fee, Surrender, Mortality
and Expense Risk Fee or Administration Fee Charges" in this prospectus.

(4) For these Funds, the Total Separate Account Fee equals the VALIC Separate
Account A mortality and expense risk fee plus the administration and
distribution fee reduced by the Separate Account Expense Reimbursement.
Pursuant to the Separate Account Expense Reimbursement the Company's
charges to these Divisions are reduced by certain payments received from
the underlying Fund and/or its affiliates or distributors for
administrative and shareholder services provided by the Company. See "Fees
and Charges -- Separate Account Expense Reimbursement" in this prospectus
for more information.

(5) For these Funds the Total Separate Account Fee equals the VALIC Separate
Account A mortality and expense risk fee plus the administration and
distribution fee reduced by the Separate Account Expense Reimbursement. The
Separate Account Expense Reimbursement reflects a voluntary expense
reimbursement made by the Company directly to the Division, which may be
terminated by the Company at any time without notice.

(6) OTHER EXPENSES includes custody, accounting, reports to shareholders,
audit, legal, administrative and other miscellaneous expenses. See each
Fund's prospectus for a detailed explanation of these fees.

(7) Neuberger Berman Guardian Trust ("Trust") has identical investment
objectives and policies and invests in the same portfolio as Neuberger
Berman Guardian Fund ("Fund"). Both the Fund and the Trust are managed by
Neuberger Berman Management Inc. ("NB"). NB voluntarily bears certain
expenses of the Trust so that the Trust's 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. This arrangement can be terminated on
sixty days' notice. For this Fund, MANAGEMENT FEES include administration
expenses. For the Trust's 1999 fiscal year, NB did not bear any expenses.

(8) The AGSPC Asset Allocation Fund was formerly known as the Timed Opportunity
Fund.

(9) In the absence of management fee waiver, other expense waiver and total
annual portfolio operating expense waiver, management fees, other expenses
and total annual portfolio operating expenses, respectively would be:
American General Balanced Fund, 0.78%, 1.00% and 1.78%; American General
Core Bond Fund, 0.50%, 1.04% and 1.54%; American General Domestic Bond
Fund, 0.59%, 1.00% and 1.59%; American General High Yield Bond Fund, 0.69%,
1.05% and 1.74%; American General International Growth Fund, 0.88%, 1.02%
and 1.90%; American General International Value Fund, 0.97%, 1.00% and
1.97%; American General Large Cap Growth Fund, 0.52%, 0.92% and 1.44%;
American General Large Cap Value Fund, 0.49%, 1.02% and 1.51%; American
General Mid Cap Growth Fund, 0.63%, 1.01% and 1.64%; American General Mid
Cap Value Fund, 0.74%, 0.99% and 1.73%; American General Money Market Fund,
0.24%, 0.99% and 1.23%; American General Small Cap Growth Fund, 0.81%,
0.97% and 1.78%; American General Small Cap Value Fund, 0.74%, 1.01% and
1.75%; and American General Socially Responsible Fund, 0.25%, 0.98% and
1.23%; and American General Strategic Bond Fund, 0.59%, 1.05% and 1.64%.

(10) Total Combined Operating Expenses based on estimated total average weighted
combined operating expenses for the American General Conservative Growth
Lifestyle Fund is 0.95%, for American General Growth Lifestyle Fund 1.04%
and for American General Moderate Growth Lifestyle Fund 0.98%. Estimated
Total Combined Operating Expenses of each American General Lifestyle Fund
is based on the Total Fund Operating Expenses of the underlying AGSPC 3
Funds and the American General Lifestyle Funds, assuming each American
General Lifestyle Fund's projected asset allocation among the underlying
AGSPC 3 Funds is maintained.

(11) The American Century Ultra Fund was formerly known as the American
Century -- Twentieth Century Ultra Fund. The Dreyfus Founders Growth Fund
was formerly known as the Founders Growth Fund. The Evergreen Small Cap
Value Fund was formerly known as the Evergreen Small Cap Equity Income
Fund. The Franklin Templeton Variable Insurance Products Trust was formerly
known as the Templeton Variable Products Series Fund. The Neuberger Berman
Guardian Trust was formerly known as the Neuberger&Berman Guardian Trust.
The Templeton Foreign Fund -- Class A was formerly known as the Templeton
Foreign Fund -- Class 1. VALIC Separate Account A purchases shares of the
Templeton Foreign Fund -- Class A at net asset value and without sales
charges generally applicable to Class A shares. The Vanguard Long-Term
Corporate Fund was formerly known as the Vanguard Fixed Income Securities
Fund -- Long-Term Corporate Portfolio; the Vanguard Long-Term Treasury Fund
was formerly known as the Vanguard Fixed Income Securities
Fund -- Long-Term U.S. Treasury Portfolio; the Vanguard LifeStrategy
Conservative Growth Fund was formerly known as the Vanguard LifeStrategy
Conservative Growth Portfolio; the Vanguard LifeStrategy Growth Fund was
formerly known as the Vanguard LifeStrategy Growth Portfolio; the Vanguard
LifeStrategy Moderate Growth Fund was formerly known as the Vanguard
LifeStrategy Moderate Growth Portfolio; the Vanguard Wellington Fund was
formerly known as the Vanguard/Wellington Fund and the Vanguard Windsor II
Fund was formerly known as the Vanguard/Windsor II Fund.

(12) On February 8, 2000, shareholders of the Templeton Asset Allocation Fund
(previously offered under the Contract) approved a merger and
reorganization that combined the Templeton Asset Allocation Fund with the
Templeton Global Asset Allocation Fund, effective May 1, 2000. At the same
time as the merger, the Templeton Asset Allocation Fund changed its name to
the Templeton Asset Strategy Fund. The table shows restated total expenses
for the Templeton Asset Strategy Fund based on the new fund fees and the
assets of the Templeton Asset Allocation Fund as of December 31, 1999, and
not the assets of the combined fund. However, if the table reflected both
the new fund fees and the fund's combined assets, the fund's expenses after
May 1, 2000 would be estimated as: Management Fees 0.60%, Other Expenses
0.14%, and Annual Expenses 0.74%.

(13) On February 8, 2000, shareholders of the Templeton International Fund
(previously offered under the Contract) approved a merger and
reorganization that combined the Templeton International Fund with the
Templeton International Equity Fund, effective May 1, 2000. At the same
time as the merger, the Templeton International Fund changed its name to
the Templeton International Securities Fund. The table shows restated total
expenses for the Templeton International Securities Fund based on the new
fund fees and the assets of the Templeton International Fund as of December
31, 1999, and not the assets of the combined fund. However, if the table
reflected both the new fund fees and the fund's combined assets, the fund's
expenses after May 1, 2000 would be estimated as: Management Fees 0.65%,
Other Expenses 0.20%, and Annual Expenses 0.85%.

(14) The Vanguard LifeStrategy Funds did not incur any expenses in fiscal year
1999. However, while the Funds are expected to operate without expenses,
shareholders in the Vanguard LifeStrategy Funds bear indirectly the
expenses of the underlying Vanguard Funds in which the Funds invest. The
indirect expense ratios that the Vanguard LifeStrategy Conservative Growth
Fund, Vanguard LifeStrategy Growth Fund and Vanguard LifeStrategy Moderate
Growth Fund incurred for the year ended December 31, 1999 was 0.28%, 0.29%
and 0.29%, respectively.

4
<PAGE> 9

EXAMPLE #1 -- If you do not surrender Portfolio Director Plus at the end of the
period shown or you receive Payout Payments under a Payout Option:
- --------------------------------------------------------------------------------

Total Expenses. You would pay the following expenses on a $1,000 investment
under a typical Portfolio Director Plus 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 Asset Allocation Division 5 $ 14 $ 45 $ 77 $170
AGSPC Capital Conservation Division 7 15 46 79 173
AGSPC Government Securities Division 8 15 45 78 172
AGSPC Growth Division 15 17 54 92 201
AGSPC Growth & Income Division 16 17 52 90 197
AGSPC International Equities Division 11 13 40 70 154
AGSPC International Government Bond Division 13 14 45 77 170
AGSPC MidCap Index Division 4 12 39 67 148
AGSPC Money Market Division 6 14 45 77 170
AGSPC Science & Technology Division 17 18 57 98 212
AGSPC Small Cap Index Division 14 13 40 69 152
AGSPC Social Awareness Division 12 14 45 77 170
AGSPC Stock Index Division 10 12 37 64 141
American Century Ultra Division 31 19 59 102 221
American General Balanced Division 42 14 44 76 167
American General Conservative Growth Lifestyle Division 50 7 22 38 86
American General Core Bond Division 58 14 44 76 167
American General Domestic Bond Division 43 14 43 75 164
American General Growth Lifestyle Division 48 7 22 38 86
American General High Yield Bond Division 60 16 50 86 187
American General International Growth Division 33 17 54 93 203
American General International Value Division 34 16 51 87 190
American General Large Cap Growth Division 39 14 44 77 168
American General Large Cap Value Division 40 14 44 76 167
American General Mid Cap Growth Division 37 14 43 75 164
American General Mid Cap Value Division 38 16 51 88 193
American General Moderate Growth Lifestyle Division 49 7 22 38 86
American General Money Market Division 44 12 36 62 138
American General Small Cap Growth Division 35 17 54 92 201
American General Small Cap Value Division 36 16 49 85 185
American General Socially Responsible Division 41 12 36 63 139
American General Strategic Bond Division 59 15 46 80 176
Dreyfus Founders Growth Division 30 19 60 104 225
Dreyfus Variable Investment Fund -- Small Cap Portfolio
Division 18 17 54 93 203
Evergreen Equity Trust
Evergreen Growth and Income -- Class A Division 56 23 71 122 261
Evergreen Small Cap Value -- Class A Division 55 25 78 134 285
Evergreen Value -- Class A Division 57 19 58 100 216
Franklin Templeton Variable Insurance Products Trust
Templeton Asset Strategy -- Class 1 Division 19 19 59 101 219
Templeton International Securities -- Class 1 Division 20 20 62 106 230
Neuberger Berman Guardian Trust Division 29 17 54 93 203
Putnam Global Growth -- Class A Shares Division 28 20 61 105 227
Putnam New Opportunities -- Class A Shares Division 26 18 56 96 209
Putnam OTC & Emerging Growth -- Class A Shares Division 27 18 57 99 214
Scudder Growth and Income Division 21 17 52 89 195
T. Rowe Price Small-Cap Stock Division 51 21 64 110 238
Templeton Foreign -- Class A Division 32 20 62 106 230
Vanguard LifeStrategy Conservative Growth Division 54 14 43 75 165
Vanguard LifeStrategy Growth Division 52 14 44 76 166
Vanguard LifeStrategy Moderate Growth Division 53 14 44 76 166
Vanguard Long-Term Corporate Division 22 12 36 63 139
Vanguard Long-Term Treasury Division 23 11 36 62 137
Vanguard Wellington Division 25 14 44 76 167
Vanguard Windsor II Division 24 15 46 80 175
</TABLE>

5
<PAGE> 10

EXAMPLE #2 -- If you surrender Portfolio Director Plus 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 Plus 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 Asset Allocation Division 5 $ 61 $ 95 $127 $170
AGSPC Capital Conservation Division 7 61 96 129 173
AGSPC Government Securities Division 8 61 95 128 172
AGSPC Growth Division 15 64 103 142 201
AGSPC Growth & Income Division 16 63 102 140 197
AGSPC International Equities Division 11 60 90 120 154
AGSPC International Government Bond Division 13 61 95 127 170
AGSPC MidCap Index Division 4 59 89 117 148
AGSPC Money Market Division 6 61 95 127 170
AGSPC Science & Technology Division 17 65 106 148 212
AGSPC Small Cap Index Division 14 59 90 119 152
AGSPC Social Awareness Division 12 61 95 127 170
AGSPC Stock Index Division 10 59 87 114 141
American Century Ultra Division 31 65 108 152 221
American General Balanced Division 42 61 94 126 167
American General Conservative Growth Lifestyle Division 50 54 72 88 86
American General Core Bond Division 58 61 94 126 167
American General Domestic Bond Division 43 60 93 125 164
American General Growth Lifestyle Division 48 54 72 88 86
American General High Yield Bond Division 60 63 99 136 187
American General International Growth Division 33 64 104 143 203
American General International Value Division 34 63 100 137 190
American General Large Cap Growth Division 39 61 94 127 168
American General Large Cap Value Division 40 61 94 126 167
American General Mid Cap Growth Division 37 60 93 125 164
American General Mid Cap Value Division 38 63 101 138 193
American General Moderate Growth Lifestyle Division 49 54 72 88 86
American General Money Market Division 44 58 86 112 138
American General Small Cap Growth Division 35 64 103 142 201
American General Small Cap Value Division 36 62 99 135 185
American General Socially Responsible Division 41 58 86 113 139
American General Strategic Bond Division 59 62 96 130 176
Dreyfus Founders Growth Division 30 66 110 154 225
Dreyfus Variable Investment Fund -- Small Cap Portfolio
Division 18 64 104 143 203
Evergreen Equity Trust
Evergreen Growth and Income -- Class A Division 56 69 120 172 261
Evergreen Small Cap Value -- Class A Division 55 72 127 184 285
Evergreen Value -- Class A Division 57 65 107 150 216
Franklin Templeton Variable Insurance Products Trust
Templeton Asset Strategy -- Class 1 Division 19 65 108 151 219
Templeton International Securities -- Class 1 Division 20 66 111 156 230
Neuberger Berman Guardian Trust Division 29 64 104 143 203
Putnam Global Growth -- Class A Shares Division 28 66 110 155 227
Putnam New Opportunities -- Class A Shares Division 26 64 105 146 209
Putnam OTC & Emerging Growth -- Class A Shares Division 27 65 107 149 214
Scudder Growth and Income Division 21 63 101 139 195
T. Rowe Price Small-Cap Stock Division 51 67 113 160 238
Templeton Foreign -- Class A Division 32 66 111 156 230
Vanguard LifeStrategy Conservative Growth Division 54 61 93 125 165
Vanguard LifeStrategy Growth Division 52 61 94 126 166
Vanguard LifeStrategy Moderate Growth Division 53 61 94 126 166
Vanguard Long-Term Corporate Division 22 58 86 113 139
Vanguard Long-Term Treasury Division 23 58 86 112 137
Vanguard Wellington Division 25 61 94 126 167
Vanguard Windsor II Division 24 61 96 130 175
</TABLE>

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> 11

SUMMARY
- --------------------------------------------------------------------------------

Portfolio Director Plus is VALIC's combination fixed and variable annuity that
offers you a wide choice of investment options and flexibility. A summary of
Portfolio Director Plus's major features is presented below. For a more detailed
discussion of Portfolio Director Plus, please read the entire prospectus
carefully.

FIXED AND VARIABLE OPTIONS

Portfolio Director Plus offers a choice from among 53 Variable Account Options.
Depending upon the selection made by your employer's plan, if applicable, you
may not be able to invest in all of the Variable Account Options described below
within a single group or individual annuity contract. If your contract is a
tax-deferred nonqualified annuity that is not part of your employer's retirement
plan, those Variable Account Options that are invested in Mutual Funds available
to the public outside of annuity contracts or life insurance contracts will not
be available within your contract. If your contract is part of your employer's
retirement program, that program will describe which Variable Account Options
are available to you. Portfolio Director Plus also offers three Fixed Account
Options. There may be certain limitations on how many investment options you may
invest in at any one time.(1)
- --------------------------------------------------------------------------------

<TABLE>
<S> <C> <C> <C> <C>
FIXED ACCOUNT
OPTIONS
- ---------------------------------------------------------------------------------------------------------------------
FIXED Fixed Guaranteed high current -- --
OPTIONS Account Plus interest income
--------------------------------------------------------------------------------------------------------
Short-Term Guaranteed current -- --
Fixed Account interest income
--------------------------------------------------------------------------------------------------------
Multi-Year Enhanced Multi-year guaranteed interest -- --
Fixed Account(1) income
- ---------------------------------------------------------------------------------------------------------------------
VARIABLE ACCOUNT INVESTMENT
OPTIONS OBJECTIVE ADVISER SUB-ADVISER
- ---------------------------------------------------------------------------------------------------------------------
INDEX AGSPC International Seeks long-term growth of capital VALIC N/A
EQUITY Equities Fund* through investments primarily in a
FUNDS diversified portfolio of equity and
equity related securities of
foreign issuers that, as a group,
are expected to provide investment
results closely corresponding to
the performance of the EAFE Index.
--------------------------------------------------------------------------------------------------------
AGSPC MidCap Seeks growth of capital through VALIC N/A(2)
Index Fund(3) investments primarily in a
diversified portfolio of common
stocks that, as a group, are
expected to provide investment
results closely corresponding to
the performance of the Standard &
Poor's MidCap 400(R) Index.
--------------------------------------------------------------------------------------------------------
AGSPC Small Cap Seeks growth of capital through VALIC N/A(2)
Index Fund(3) investment primarily in a
diversified portfolio of common
stocks that, as a group, are
expected to provide investment
results closely corresponding to
the performance of the Russell
2000(R) Index.
--------------------------------------------------------------------------------------------------------
AGSPC Stock Seeks long-term capital growth VALIC N/A(2)
Index Fund(3) 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).
- ---------------------------------------------------------------------------------------------------------------------
ACTIVELY AGSPC Growth Seeks long-term growth of capital VALIC Wellington
MANAGED Fund* through investment primarily in Management Company,
EQUITY equity securities. LLP(4)
FUNDS
--------------------------------------------------------------------------------------------------------
AGSPC Growth & Seeks long-term growth of capital VALIC N/A
Income Fund* and, secondarily, current income
through investment in common stocks
and equity-related securities.
--------------------------------------------------------------------------------------------------------
American Century Seeks capital growth through American Century N/A
Ultra Fund investments primarily in common Investment Management,
stocks that are considered to have Inc.
better-than-average prospects for
appreciation.
--------------------------------------------------------------------------------------------------------
American General Seeks long-term capital VALIC Jacobs Asset
International appreciation by investing in equity Management
Growth securities of non-U.S. companies,
Fund** the majority of which are expected
to be in developed markets. The
Fund may invest across the
capitalization spectrum, although
it intends to emphasize smaller
capitalization stocks.
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

* A series of American General Series Portfolio Company ("AGSPC").
** A series of American General Series Portfolio Company 3 ("AGSPC 3").
(1) This Fixed Account Option is also referred to in this prospectus as the
Market Value Adjustment ("MVA") Option. For purposes of this limitation,
each MVA Band under the Multi-Year Enhanced Fixed Option will count as a
separate investment option. An MVA Band is established for each separate
investment for a new guarantee period. The minimum allocation to an MVA
Band, as described in the Contract, may be changed from time to time by the
Company. Availability of this option is subject to regulatory approval
within the state in which your Contract is issued. It may not be available
under your Contract. See MVA Option herein.
(2) Bankers Trust Company ("Bankers Trust") previously served as sub-adviser to
the AGSPC MidCap Index Fund, the AGSPC Small Cap Index Fund and the AGSPC
Stock Index Fund. VALIC re-assumed direct management of each Fund's
investment portfolio on October 1, 1999. Relative to the American General
Small Cap Value Fund, VALIC re-assumed that portion of the investment
portfolio previously managed by Bankers Trust as one of two sub-advisers to
the Fund.
(3) "Standard & Poor's(R)", "S&P(R)", "S&P 500(R)" and "S&P MidCap 400(R)" are
trademarks of Standard and Poor's ("S&P"). AGSPC MidCap Index Fund and
AGSPC Stock Index Fund are not sponsored, endorsed, sold or promoted by S&P
and S&P makes no representation regarding the advisability of investing in
those Funds. The Russell 2000(R) Index is a trademark/servicemark of Frank
Russell Trust Company. Russell(TM) is a trademark of the Frank Russell
Company.
(4) Wellington Management Company, LLP replaced T. Rowe Price Associates, Inc.
as sub-adviser to the Fund effective September 1, 1999. The investment
objective was also changed at that time.

7
<PAGE> 12

SUMMARY -- (Continued)
- --------------------------------------------------------------------------------

<TABLE>
<S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------
VARIABLE ACCOUNT INVESTMENT
OPTIONS OBJECTIVE ADVISER SUB-ADVISER
- ---------------------------------------------------------------------------------------------------------------------
American General Seeks growth of capital and future VALIC Capital Guardian
International Value income through investments Trust Company
Fund** primarily in securities of non-U.S.
issuers and securities whose
principal markets are outside of
the United States.
--------------------------------------------------------------------------------------------------------
American General Seeks long-term growth of capital VALIC Goldman Sachs Asset
Large Cap Growth through a broadly diversified Management
Fund** portfolio of equity securities of
large cap U.S. issuers that are
expected to have better prospects
for earnings growth than the growth
rate of the general domestic
economy. Dividend income is a
secondary objective.
--------------------------------------------------------------------------------------------------------
American General Seeks total returns that exceed VALIC State Street Bank &
Large Cap Value over time the Russell 1000(R) Value Trust Company/State
Fund**(3) Index through investments in equity Street Global
securities. Advisors
--------------------------------------------------------------------------------------------------------
American General Seeks capital appreciation VALIC Brown Capital
Mid Cap Growth principally through investments in Management Inc.
Fund** medium capitalization equity
securities, such as common and
preferred stocks and securities
convertible into common stocks.
Current income is a secondary
objective.
--------------------------------------------------------------------------------------------------------
American General Seeks capital growth through VALIC Neuberger Berman
Mid Cap Value investment in equity securities of Management Inc.
Fund** medium capitalization companies
using a value-oriented investment
approach.
--------------------------------------------------------------------------------------------------------
American General Seeks long-term growth from a VALIC JP Morgan
Small Cap Growth portfolio of equity securities of Investment
Fund** small capitalization growth Management Inc.
companies.
--------------------------------------------------------------------------------------------------------
American General Seeks maximum long-term return, VALIC Fiduciary
Small Cap Value consistent with reasonable risk to Management
Fund** principal by investing primarily in Associates, Inc.(2)
equity securities of small
capitalization companies in terms
of revenues and/or market
capitalization.
--------------------------------------------------------------------------------------------------------
Dreyfus Founders Seeks long-term growth of capital Founders N/A
Growth by investing primarily in common Asset
Fund stocks of well-established, Management LLC
high-quality growth companies.
--------------------------------------------------------------------------------------------------------
Dreyfus Variable Seeks to maximize capital The Dreyfus N/A
Investment Fund -- appreciation by investing at least Corporation
Small 65% of its assets in the common
Cap Portfolio stock of U.S. and foreign
companies. The portfolio focuses on
small-cap companies with total
market values of less than $1.5
billion.
--------------------------------------------------------------------------------------------------------
Evergreen Growth Seeks capital growth in the value Evergreen Asset N/A
and Income Fund -- of its shares by investing in the Management Corp.
Class A*** securities of companies which are
temporarily undervalued in the
marketplace but display
characteristics of growth such as
high return on investment and
competitive advantage in their
industry.
--------------------------------------------------------------------------------------------------------
Evergreen Small Cap Seeks current income and capital Evergreen Asset N/A
Value Fund -- Class growth in the value of its shares Management Corp.
A*** by investing in common stocks of
small U.S. companies (less than $1
billion in market capitalization).
--------------------------------------------------------------------------------------------------------
Evergreen Value Seeks long-term capital growth with Evergreen Investment N/A
Fund -- Class A*** current income as a secondary Management
objective by investing at least 75%
of its assets in common stocks of
medium and large-cap U.S. companies
with prospects for earning growth
and dividends.
--------------------------------------------------------------------------------------------------------
Neuberger Berman Seeks capital appreciation and, Neuberger Berman Neuberger
Guardian Trust secondarily, current income by Management Inc. Berman, LLC
investing primarily in common
stocks of large-capitalization
companies.
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

** A series of AGSPC 3.
*** A series of Evergreen Equity Trust.
(2) Bankers Trust Company ("Bankers Trust") previously served as sub-adviser
to the AGSPC MidCap Index Fund, the AGSPC Small Cap Index Fund and the
AGSPC Stock Index Fund. VALIC re-assumed direct management of each Fund's
investment portfolio on October 1, 1999. Relative to the American General
Small Cap Value Fund, VALIC re-assumed that portion of the investment
portfolio previously managed by Bankers Trust as one of two sub-advisers
to the Fund.
(3) The Russell 1000(R) Value Index is a trademark/servicemark of Frank
Russell Trust Company. Russell(TM) is a trademark of the Frank Russell
Company.

8
<PAGE> 13

SUMMARY -- (Continued)
- --------------------------------------------------------------------------------

<TABLE>
<S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------
VARIABLE ACCOUNT INVESTMENT
OPTIONS OBJECTIVE ADVISER SUB-ADVISER
- ---------------------------------------------------------------------------------------------------------------------
Putnam Global Seeks capital appreciation. Current Putnam Investment N/A
Growth income is only an incidental Management Inc.
Fund -- Class A consideration in selecting
Shares 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.
--------------------------------------------------------------------------------------------------------
Putnam New Seeks long-term capital Putnam Investment N/A
Opportunities appreciation. Current income is Management Inc.
Fund -- Class A only an incidental consideration.
Shares 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.
--------------------------------------------------------------------------------------------------------
Putnam OTC & Seeks capital appreciation by Putnam Investment N/A
Emerging Growth investing primarily in common Management Inc.
Fund -- Class A stocks traded in the
Shares over-the-counter market and common
stocks, of "emerging growth"
companies listed on securities
exchanges. The Fund is designed for
investors willing to assume
above-average risk in return for
above average capital growth
potential.
--------------------------------------------------------------------------------------------------------
Scudder Growth Seeks long-term growth of capital, Scudder Kemper N/A
and Income Fund current income and growth of income Investments, Inc.
by investing primarily in common
stocks, preferred stocks, and
securities convertible into common
stocks of companies which offer the
prospect for growth of earning
while paying current dividends.
--------------------------------------------------------------------------------------------------------
T. Rowe Price Seeks long-term capital growth T. Rowe Price N/A
Small-Cap Stock through investments primarily in Associates, Inc.
Fund stocks of small to medium-sized
companies.
--------------------------------------------------------------------------------------------------------
Templeton Foreign Seeks long-term capital growth by Templeton Global N/A
Fund -- Class A investing primarily in the equity Advisors Limited
securities of companies outside the
United States, including emerging
markets.
--------------------------------------------------------------------------------------------------------
Templeton Seeks to achieve long-term capital Templeton Investment N/A
International growth by investing primarily in Counsel, Inc.
Securities Fund -- stocks of companies outside the
Class 1**** United States, including emerging
markets.
--------------------------------------------------------------------------------------------------------
Vanguard Seeks to provide long-term growth Vanguard N/A
Windsor II Fund of capital by investing mainly in
the equity securities of large and
medium-size companies whose stocks
are considered by the Fund's
advisers to be undervalued and out
of favor with investors. The Fund's
secondary objective is to provide
some dividend income.
- ---------------------------------------------------------------------------------------------------------------------
BALANCED American General Seeks balanced accomplishment of VALIC Capital Guardian
FUNDS Balanced Fund** (i) conservation of principal and Trust Company
(ii) long-term growth of capital
and income through investment in
fixed income and equity securities.
--------------------------------------------------------------------------------------------------------
Vanguard Wellington Seeks to conserve capital and Wellington N/A
Fund provide moderate long-term growth Management
in capital and income by investing Company, LLP
approximately 60% to 70% of its
assets in dividend-paying stocks of
established, large- and
medium-sized companies that, in the
adviser's opinion, are undervalued
but whose prospects are improving.
The remaining 30% to 40% of assets
are invested primarily in
high-quality, longer-term corporate
bonds with some exposure to U.S.
Treasury, government agency, and
mortgage-backed bonds.
- ---------------------------------------------------------------------------------------------------------------------
INCOME AGSPC Capital Seeks the highest possible total VALIC N/A
FUNDS Conservation Fund* return consistent with preservation
of capital through current income
and capital gains on investments in
intermediate and long-term debt
instruments and other income
producing securities.
- ---------------------------------------------------------------------------------------------------------------------
* A series of AGSPC.
** A series AGSPC 3.
**** A series of Franklin Templeton Variable Insurance Products Trust.
</TABLE>

9
<PAGE> 14

SUMMARY -- (Continued)
- --------------------------------------------------------------------------------

<TABLE>
<S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------
VARIABLE ACCOUNT INVESTMENT
OPTIONS OBJECTIVE ADVISER SUB-ADVISER
- ---------------------------------------------------------------------------------------------------------------------
AGSPC Government Seeks high current income and VALIC N/A
Securities Fund* protection of capital through
investments in intermediate and
long-term U.S. Government debt
securities.
--------------------------------------------------------------------------------------------------------
AGSPC International Seeks high current income through VALIC N/A
Government investments primarily in investment
Bond Fund* grade debt securities issued or
guaranteed by foreign governments.
--------------------------------------------------------------------------------------------------------
American General Seeks the highest possible total VALIC American General
Core Bond Fund** return consistent with conservation Investment
of capital through investment in Management, L.P.
medium to high quality fixed income
securities.
--------------------------------------------------------------------------------------------------------
American General Seeks the highest possible total VALIC Capital Guardian
Domestic Bond return consistent with conservation Trust Company
Fund** of capital through investment
primarily in investment grade fixed
income securities and other income
producing securities.
--------------------------------------------------------------------------------------------------------
American General Seeks the highest possible total VALIC American General
High Yield Bond return and income consistent with Investment
Fund** conservation of capital through Management, L.P.
investment in a diversified
portfolio of high yielding high
risk fixed income securities.
--------------------------------------------------------------------------------------------------------
American General Seeks the highest possible total VALIC American General
Strategic Bond return and income consistent with Investment
Fund** conservation of capital through Management, L.P.
investment in a diversified
portfolio of income producing
securities.
--------------------------------------------------------------------------------------------------------
Vanguard Long-Term Seeks a high level of current Wellington N/A
Corporate Fund income consistent with the Management
maintenance of principal and Company, LLP
liquidity by investing in a
diversified portfolio of investment
grade corporate and Government
bonds.
--------------------------------------------------------------------------------------------------------
Vanguard Long-Term Seeks a high level of current Vanguard N/A
Treasury Fund income consistent with the
maintenance of principal and
liquidity by investing at least 85%
of its total assets in long-term
securities backed by the full faith
and credit of the U.S. Government.
- ---------------------------------------------------------------------------------------------------------------------
SPECIALTY AGSPC Science & Seeks long-term growth of capital VALIC T. Rowe Price
FUNDS Technology through investment primarily in the Associates, Inc.
Fund* common stocks and equity-related
securities of companies that are
expected to benefit from the
development, advancement and use of
science and technology.
--------------------------------------------------------------------------------------------------------
AGSPC Social Seeks growth of capital through VALIC N/A
Awareness investment, primarily in common
Fund* stocks, in companies which meet the
social criteria established for the
Fund.
--------------------------------------------------------------------------------------------------------
American General Seeks growth of capital through VALIC N/A
Socially investment, primarily in equity
Responsible Fund** securities, in companies which meet
the social criteria established for
the Fund.
- ---------------------------------------------------------------------------------------------------------------------
MONEY AGSPC Money Seeks liquidity, protection of VALIC N/A
MARKET Market capital and current income through
FUNDS Fund* investments in short-term money
market instruments.
--------------------------------------------------------------------------------------------------------
American General Seeks liquidity, protection of VALIC N/A
Money Market Fund** capital and current income through
investments in short-term money
market instruments.
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

* A series of AGSPC.
** A series AGSPC 3.

10
<PAGE> 15

SUMMARY -- (Continued)
- --------------------------------------------------------------------------------

* A series of AGSPC.
** A series of AGSPC 3.
**** A series of Franklin Templeton Variable Insurance Products Trust.

11
<PAGE> 16

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

A detailed description of the investment objective of each Mutual 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 Plus 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 Plus 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 Plus'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.

Amounts invested in an MVA Option may be transferred to another investment
option at the end of an MVA term without application of a market value
adjustment.

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. Reductions in the account maintenance fee may be available if certain
conditions are met.

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 Charge." 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 from an MVA Option prior to the end of the applicable MVA term will
also be subject to a market value adjustment unless an exception applies. This
may increase or reduce the amount withdrawn. However, the market value
adjustment will not reduce the amount invested in the MVA Option below the
guaranteed amount.

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.

PREMIUM TAX CHARGE

Premium taxes ranging from zero to 3 1/2% are currently imposed by certain
states and municipalities on Purchase Payments made under the contract.

SEPARATE ACCOUNT CHARGES

Depending on the Variable Account Option you choose you may incur a mortality
and expense risk fee and an administration and distribution fee computed at an
aggregate annualized rate of 0.55% to 1.05% during the Purchase Period and 0.75%
to 1.25% during the Payout Period on the average daily net asset value of VALIC
Separate Account A. Reductions in the mortality and expense risk fee and
administration and distribution fee may be available for plan types meeting
certain criteria.

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
PURCHASE PAYMENTS, refer
to the "Purchase Period"
section of the prospectus.

12
<PAGE> 17
SUMMARY -- (CONTINUED)
- --------------------------------------------------------------------------------

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. In addition to the
management fees, each Fund incurs other operating expenses which may vary.

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 may, in its discretion, reimburse to certain Divisions some or all
of the fees it receives from the Mutual Fund or its affiliate or distributor for
providing the Mutual Fund administrative and shareholder services. In addition,
the Company currently reimburses certain Divisions a portion of the Company's
administration and distribution fee for providing Variable Account Options. Such
reimbursement arrangements are voluntary. 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 Plus 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. The minimum amount to establish a new Multi-Year Enhanced Fixed
Option guarantee period (MVA Band), as described in the Contract, may be changed
from time to time by the Company.

13
<PAGE> 18

SELECTED PURCHASE UNIT DATA
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
DECEMBER 31, 1999 JANUARY 4, 1999 DECEMBER 31, 1998
------------------------ ------------------- ------------------------ SEPTEMBER 22,
PURCHASE PURCHASE PURCHASE PURCHASE 1998
UNITS PURCHASE UNITS UNIT UNITS PURCHASE PURCHASE
IN FORCE UNIT VALUE IN FORCE VALUE(1) IN FORCE UNIT VALUE UNIT VALUE(1)
----------- ---------- -------- -------- ----------- ---------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
AGSPC Asset Allocation Division 5..... 673,135 $4.303891 -- -- 31,350 $3.882024 $ 3.497989
AGSPC Capital Conservation Division
7................................... 95,480 $2.112183 -- -- -- $2.138060 $ 2.098635
AGSPC Government Securities Division
8................................... 243,537 $2.087744 -- -- -- $2.164605 $ 2.149706
AGSPC Growth Division 15.............. 8,377,232 $2.608476 -- -- 4,324,799 $2.448443 $ 1.938540
AGSPC Growth & Income Division 16..... 660,621 $2.704358 -- -- -- $2.219368 $ 1.786564
AGSPC International Equities Division
11.................................. 348,851 $1.898106 -- -- -- $1.481352 $ 1.226638
AGSPC International Government Bond
Division 13......................... 1,058,856 $1.634588 -- -- 408,156 $1.751922 $ 1.675623
AGSPC MidCap Index Division 4(2)...... 523,908 $5.590887 -- -- -- $5.183213 $ 4.059808
AGSPC Money Market Division 6......... 9,613,663 $1.856681 -- -- 5,325,479 $1.786658 $ 1.766523
AGSPC Science & Technology Division
17.................................. 11,744,052 $6.462689 -- -- 3,228,389 $3.241847 $ 2.224499
AGSPC Small Cap Index Division 14..... 522,127 $2.558263 -- -- 58,825 $2.125983 $ 1.824939
AGSPC Social Awareness Division 12.... 3,028,346 $4.502622 -- -- 1,218,871 $3.825649 $ 3.189972
AGSPC Stock Index Division 10......... 18,855,858 $5.830950 -- -- 6,859,835 $4.875028 $ 4.055730
American Century Ultra Division 31.... 20,827,045 $2.437771 -- -- 8,116,612 $1.737734 $ 1.415646
American General Balanced Division
42.................................. 38,339 $1.326598 -- -- -- $1.170920 $ 1.021530
American General Conservative Growth
Lifestyle Division 50............... 246,969 $1.310337 -- -- -- $1.162825 $ 1.025529
American General Core Bond Division
58.................................. 10,700 $1.012353 -- -- -- $1.029846 $ 1.012533
American General Domestic Bond
Division 43......................... -- $1.007290 -- -- -- $1.045141 $ 1.017530
American General Growth Lifestyle
Division 48......................... 46,149 $1.542278 -- -- -- $1.193346 $ 1.014536
American General High Yield Bond
Division 60......................... 2,397 $1.078842 -- -- -- $1.053808 $ 1.000539
American General International Growth
Division 33......................... 5,641 $1.639279 -- -- -- $1.052437 $ 0.941565
American General International Value
Division 34......................... 177,255 $1.920710 -- -- -- $1.150676 $ 0.945563
American General Large Cap Growth
Division 39......................... 95,862 $1.671932 -- -- -- $1.241613 $ 1.011535
American General Large Cap Value
Division 40......................... 221 $1.306351 -- -- -- $1.247414 $ 1.070508
American General Mid Cap Growth
Division 37......................... 1,244 $1.426935 -- -- -- $1.348594 $ 1.069509
American General Mid Cap Value
Division 38......................... 142,103 $1.525696 -- -- -- $1.255563 $ 1.049518
American General Moderate Growth
Lifestyle Division 49............... 213,355 $1.401340 -- -- -- $1.186235 $ 1.025530
American General Money Market Division
44.................................. 1,844,830 $1.056406 -- -- -- $1.013993 $ 1.002447
American General Small Cap Growth
Division 35......................... 119,661 $2.278700 -- -- -- $1.350262 $ 1.075508
American General Small Cap Value
Division 36......................... 232 $1.083393 -- -- -- $1.166035 $ 1.035526
American General Socially Responsible
Division 41......................... 106,148 $1.501310 -- -- -- $1.278609 $ 1.065511
American General Strategic Bond
Division 59......................... -- $1.084842 -- -- -- $1.050579 $ 1.011533
Dreyfus Founders Growth Division 30... 16,160,159 $2.252548 -- -- 7,720,189 $1.633282 $ 1.368506
Dreyfus Variable Investment Fund
Small Cap Portfolio Division 18..... 2,046,085 $2.089527 -- -- -- $1.712073 $ 1.429642
Evergreen Equity Trust
Evergreen Growth and Income Division
56................................ 5,326 $1.135195 -- $1.00 -- -- --
Evergreen Small Cap Value Division
55................................ -- $0.997510 -- $1.00 -- -- --
Evergreen Value Division 57......... -- $1.036194 -- $1.00 -- -- --
Franklin Templeton Variable Insurance
Products Trust
Templeton Asset Strategy -- Class 1
Division 19(3).................... 485,669 $2.102090 -- -- -- $1.728553 $ 1.429596
Templeton International Securities
-- Class 1 Division 20(4)......... 2,084,490 $2.105759 -- -- -- $1.721198 $ 1.484376
Neuberger Berman Guardian Trust
Division 29......................... 1,406,229 $1.471857 -- -- 1,012,671 $1.368269 $ 1.144758
Putnam Global Growth -- Class A
Division 28......................... 11,313,375 $2.530785 -- -- 6,153,771 $1.549587 $ 1.266657
Putnam New Opportunities -- Class A
Division 26......................... 19,231,737 $2.414279 -- -- 10,725,927 $1.434946 $ 1.124122
Putnam OTC & Emerging Growth -- Class
A Division 27....................... 6,570,152 $2.471391 -- -- 3,092,839 $1.098295 $ 0.859512
Scudder Growth and Income Division
21.................................. 6,357,461 $1.623952 -- -- 4,494,004 $1.542160 $ 1.378514
T. Rowe Price Small-Cap Stock Division
51.................................. 249,245 $1.296356 -- -- -- $1.141641 $ 1.028606
Templeton Foreign -- Class A Division
32.................................. 8,660,425 $1.617785 -- -- 5,437,288 $1.094954 $ 0.944980
Vanguard LifeStrategy Conservative
Growth Division 54.................. 375,819 $1.156739 -- -- -- $1.084591 $ 1.023206
Vanguard LifeStrategy Growth Division
52.................................. 1,468,333 $1.356289 -- -- -- $$1.168716 $ 1.032908
Vanguard LifeStrategy Moderate Growth
Division 53......................... 2,152,244 $1.248092 -- -- -- $1.126506 $ 1.023505
Vanguard Long-Term Corporate Division
22.................................. 4,060,325 $1.220562 -- -- 2,949,044 $1.312731 $ 1.294131
Vanguard Long-Term Treasury Division
23.................................. 7,578,662 $1.222216 -- -- 3,682,809 $1.349397 $ 1.340270
Vanguard Wellington Division 25....... 28,195,817 $1.580569 -- -- 19,636,072 $1.529797 $ 1.423024
Vanguard Windsor II Division 24....... 20,846,053 $1.606241 -- -- 13,800,156 $1.723020 $ 1.509170
</TABLE>

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

(1) Purchase Unit Value At Date Of Inception.

(2) Effective October 1, 1991, the Fund underlying this Division changed its
name from the Capital Accumulation Fund to the MidCap Index Fund and amended
its investment objective, investment program and investment restrictions
accordingly. Historical purchase unit values prior to October 1, 1991
reflect investment experience before these changes.

(3) Effective May 1, 2000 the Templeton Asset Allocation Fund merged with the
Templeton Global Asset Allocation Fund. At the same time as the merger, the
Templeton Asset Allocation Fund changed its name to the Templeton Asset
Strategy Fund. Accordingly, the Templeton Asset Allocation Fund Division 19
was renamed the Templeton Asset Strategy Fund Division 19. The Selected
Purchase Unit Data for the Division through December 31, 1999, reflects
units of the Templeton Asset Allocation Fund Division 19.

(4) Effective May 1, 2000 the Templeton International Fund merged with the
Templeton International Equity Fund. At the same time as the merger, the
Templeton International Fund changed its name to the Templeton International
Securities Fund. Accordingly, the Templeton International Fund Division 20
was renamed the Templeton International Securities Fund Division 20. The
Selected Purchase Unit Data for the Division through December 31, 1999,
reflects units of the Templeton International Fund Division 20.

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.

14
<PAGE> 19

GENERAL INFORMATION
- --------------------------------------------------------------------------------

ABOUT PORTFOLIO DIRECTOR PLUS

Portfolio Director Plus 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 Plus can come from different sources, like
payroll deductions or money transfers. Your retirement savings process with
Portfolio Director Plus will involve two stages: the Purchase Period; and the
Payout Period. The first is when you make contributions into Portfolio Director
Plus called "Purchase Payments." The second, is when you receive your retirement
payouts. For more information, see "Purchase Period" and "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 Plus.

ABOUT VALIC

We were originally organized on December 21, 1955 as The Variable Annuity Life
Insurance Company of America, located in Washington, D.C. We re-organized in the
State of Texas on August 20, 1968, as The Variable Annuity Life Insurance
Company. Our main business is issuing and offering fixed and variable retirement
annuity contracts, like Portfolio Director Plus. Our principal offices are
located at 2929 Allen Parkway, Houston, Texas 77019. We have Regional Offices
throughout the United States.

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, the District of Columbia, and Canada and collectively provide
financial services with activities heavily weighted toward insurance.

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

ABOUT VALIC SEPARATE ACCOUNT A

When you direct money to Portfolio Director Plus'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 Plus. 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." Fifty-three Divisions
are available and represent the Variable Account Options in Portfolio Director
Plus. Each of these Divisions invests in a different Mutual Fund made available
through Portfolio Director Plus. For example, Division Ten represents and
invests in the AGSPC 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 on July 25, 1979 under Texas insurance law
to allow you to be able to invest in a number of Variable Account Options
available in Portfolio Director Plus. VALIC Separate Account A is registered
with the SEC as a unit investment trust under the Investment Company Act of 1940
("Act"). 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 Plus, VALIC Separate Account A may not be charged with the
liabilities of any other VALIC operation. As stated in Portfolio Director Plus,
the Texas Insurance Code requires that the assets of VALIC Separate Account A
attributable to Portfolio Director Plus be held exclusively for the benefit of
the

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

15
<PAGE> 20
- --------------------------------------------------------------------------------

contract owner, participants, annuitants, and beneficiaries of Portfolio
Director Plus. 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.

DISTRIBUTION OF THE CONTRACTS

American General Distributors, Inc. (the "Distributor"), an affiliate of VALIC,
acts as VALIC's Separate Account A distributor.

VALIC will pay the licensed agents who sell the Contracts a commission.
Currently, the commission paid by VALIC will range up to 6.0% of each Purchase
Payment. In addition, VALIC will pay managers who supervise the agents
overriding commissions ranging up to 1% of each Purchase Payment. These various
commissions are paid by VALIC and do not result in any charge to Contract Owners
or to the Separate Account.

VARIABLE ACCOUNT OPTIONS
- --------------------------------------------------------------------------------

Portfolio Director Plus enables you to participate in Divisions that represent
fifty-three Variable Account Options. These Divisions comprise all of the
Variable Account Options that are made available through VALIC Separate Account
A. According to your retirement program, you may not be able to invest in all
fifty-three Variable Account Options described in this prospectus. You may be
subject to further limits on how many options you may be invested in at any one
time or how many of the options you are invested in may be involved in certain
transactions at any one time. 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. These Mutual Funds serve as the investment
vehicles for Portfolio Director Plus and include:

- - American General Series Portfolio
Company (AGSPC) -- offers 13 funds, for which VALIC serves as investment
adviser and, for 2 of such funds, have one of the following sub-advisers:
Wellington Management Company, LLP and T. Rowe Price Associates, Inc.

- - American General Series Portfolio Company 3 (AGSPC 3) -- offers 18 funds for
which VALIC serves as investment adviser and, for 13 of such funds, have one
of the following sub-advisers: American General Investment Management, L.P.,
Brown Capital Manage-ment, Inc., Capital Guardian Trust Company, Fiduciary
Management Associates, Inc., Goldman Sachs Asset Management, J.P. Morgan
Investment Management Inc., Jacobs Asset Management, Neuberger Berman
Management Inc. and State Street Bank & Trust Company/State Street Global
Advisors.

- - American Century Mutual Funds, Inc. -- offers 1 fund for which American
Century Investment Management, Inc. serves as investment adviser.

- - Dreyfus Founders Funds, Inc. -- offers 1 fund for which Founders Asset
Management LLC serves as investment adviser. The Funds were formerly known as
Founders Funds, Inc.

- - Dreyfus Variable Investment Fund -- offers 1 fund, for which The Dreyfus
Corporation serves as investment adviser.

- - Evergreen Equity Trust -- offers 3 funds for which either Evergreen Asset
Management Corp. or Evergreen Investment Management serve as investment
adviser.

- - Franklin Templeton Variable Insurance Products Trust -- offers 2 funds for
which Templeton Investment Counsel, 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 LLC, serves
as sub-adviser.

- - Putnam Investments -- offers 3 funds for which Putnam Investment Management
Inc., serves as investment adviser.

The Distributor's address
is 2929 Allen Parkway,
Houston, Texas 77019
For more information about
the Distributor, see "Distribution
of Variable Annuity
Contracts" in the
Statement of
Additional Information.
VARIABLE ACCOUNT
OPTIONS -- investment
options that correspond
to Separate Account
Divisions offered by
Portfolio Director Plus.
Investment returns on
Variable Account
Options may be positive
or negative depending on
the investment
performance of the
underlying Mutual Fund.

16
<PAGE> 21
- --------------------------------------------------------------------------------

- - Scudder Kemper Investments, Inc. -- offers 1 fund for which Scudder Kemper
Investments, Inc. serves as investment adviser.

- - T. Rowe Price Small-Cap Stock Fund, Inc. -- offers 1 fund for which T. Rowe
Price Associates, Inc. serves as investment adviser.

- - Templeton Funds Inc. -- offers 1 fund for which Templeton Global Advisors
Limited serves as investment adviser.

- - Franklin Templeton Variable Insurance Products Trust -- offers 2 funds for
which Templeton Investment Counsel, Inc. serves as investment adviser.

- - The Vanguard Group Inc. -- offers 7 funds for which Barrow, Hanley, Mewhinney
& Strauss, Inc., Equinox Capital Management, Inc., Tukman Capital Management,
Inc., Vanguard Core Management Group, Wellington Management Company, LLP and
Vanguard Fixed Income Group serve as investment advisers.

Twenty-two of the Mutual Funds offered through VALIC's Separate Account A are
also available to the general public.

Each of these Funds (except for AGSPC's International Government Bond Fund, the
American General Lifestyle Funds and the Vanguard LifeStrategy Portfolios, each
of which is a non-diversified Fund) is registered as a diversified open-end,
management investment company and is regulated under the Act. 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.

Shares of certain of the Funds are also sold to separate accounts of other
insurance companies that may or may not be affiliated with us. This is known as
"shared funding." These Funds may also be sold to separate accounts that act as
the underlying investments for both variable annuity contracts and variable life
insurance policies. This is known as "mixed funding." There are certain risks
associated with mixed and shared funding. These risks are discussed in each

Fund's prospectus.

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 Plus 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 Plus 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 after, 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 Periodic Payment made. The Single
Payment minimum applies to each of your accounts.

Purchase Payments are received in VALIC's Home Office. When an initial Purchase
Payment is accompanied by 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. In
the case of an individual variable annuity contract, we will return the
Purchase Payments within 5 business days if the requested information is not
provided, unless you otherwise so specify.

If we receive Purchase Payments from your employer before we receive your
completed applica-

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

17
<PAGE> 22
- --------------------------------------------------------------------------------

tion or enrollment form, we will not be able to establish a permanent account
for you. Under those circumstances, we will take one of the following actions:

Return Purchase Payments. If we do not have your name, address or social
security number, we will return the Purchase Payment to your employer unless
this information is immediately provided to us.

Employer-Directed Account. If we have your name, address and social security
number and we have an Employer-Directed Account Agreement from your employer,
generally we will deposit your Purchase Payment in an "Employer-Directed"
account invested in the Money Market Division; or other investment option
chosen by your employer. If your employer chooses another investment option
other than the Money Market Division, the value of your investment may
fluctuate and you could lose money. You may not transfer these amounts until
VALIC has received a completed application or enrollment form.

Starter Account. If we have your name, address and social security number, but
we do not have an Employer-Directed Account Agreement from your employer, we
will deposit your Purchase Payment in a "starter" account invested in the
Money Market Division option chosen by your employer. We will send you
follow-up letters requesting the information necessary to complete the
application, including your allocation instructions. Unless a completed
application or enrollment form is received by us within 105 days of
establishment of your starter account, the account balance, including
earnings, will be returned to your employer. We are not responsible for any
adverse tax consequences to you that may result from the return of your
employer's contributions.

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.)
Once we have established your account and have applied your initial Purchase
Payment as described above, any subsequent Purchase Payment that we receive at
our Home Office before the close of the Exchange will be credited the same
business day. If not, it 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 Exchange is open.
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.

CHOOSING INVESTMENT OPTIONS

There are 56 investment options offered in Portfolio Director Plus. This
includes 3 Fixed Account Options and 53 Variable Account Options. The Funds that
underlie the Variable Account Options are registered as investment companies
under and are subject to regulation of 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

The Fixed Account Plus and the Short Term Fixed Account are part of the
Company's general assets. The MVA Option may be invested in either the general
assets of the Company or ina

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.

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

18
<PAGE> 23

Separate Account of the Company, depending upon state requirements. You may
allocate all or a portion of your Purchase Payment to the Fixed Account Options
listed in the "Summary" Section 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. With the exception of
a market value adjustment which generally will be applied to withdrawals or
transfers from an MVA Option prior to the end of an MVA term, we bear the entire
investment risk for the Fixed Account Options. 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. The minimum amount to establish each new Multi-Year Enhanced Fixed
Option guarantee period (MVA Band), as described in the Contract, may be changed
from time to time by the Company.
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)
- ---------------
* This value may be subject to a market value adjustment under the MVA Option.

Variable Account Options

You may allocate all or a portion of your Purchase Payments to the Variable
Account Options listed in this prospectus as permitted by your retirement
program. A complete discussion of each of the Variable Account Options may be
found in the "Summary" and "Variable Account Options" sections in this
prospectus and in each Fund's 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 Plus account has been surrendered.
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. Any
such account closure will be subject to applicable distribution restrictions
under the contract and/or under your employer's plan.

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 Plus 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.

19
<PAGE> 24
- --------------------------------------------------------------------------------

DURING THE PURCHASE PERIOD

During the Purchase Period, transfers may be made between Portfolio Director
Plus'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)
Multi-Year
Enhanced Up to 100% At any time Withdrawals or
Fixed Transfers
Account(3): Subject to
market value
adjustment if
prior to the end
of an MVA term.
Each MVA Band
will require a
minimum transfer
amount as
described in the
Contract.(4)
</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.
(3) The MVA Option may not be available unless it has been selected as an option
for your employer's retirement plan.
(4) The minimum transfer amount may be changed from time to time by the Company.

From time to time we may waive the 20% transfer restriction on Fixed Account
Plus for transfers to the Multi-Year Enhanced Fixed Account or to other
investment options.

DURING THE PAYOUT PERIOD

During the Payout Period, transfers may be made between Portfolio Director
Plus'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 Up to 100% Once every 365 days None
Payout: 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 Plus, 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). All transfers to or from the
MVA Option will require written instruction.

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 Exchange on a day 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.

20
<PAGE> 25
- --------------------------------------------------------------------------------

(Normally, this will be 4:00 P.M. New York time); otherwise

- - The next date values are calculated.

MARKET TIMING

The Contracts are not designed for professional market timing organizations or
other entities using programmed and frequent transfers. We reserve the right at
any time and without prior notice to any party to terminate, suspend, or modify

our policies or procedures regarding transfer requests.

FEES AND CHARGES
- --------------------------------------------------------------------------------

By investing in Portfolio Director Plus, you may be subject to six basic types
of fees and charges:

- - Account Maintenance Fee
- - Surrender Charge
- - 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.

In addition, certain charges may apply to the MVA Option which are discussed at
the end of this section.

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 Plus 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, Surrender, Mortality and Expense Risk Fee or
Administration and Distribution Fee 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 CHARGE

When you withdraw money from your account, you may be subject to a surrender
charge that will be deducted from the amount withdrawn. 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 CHARGE

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

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

21
<PAGE> 26
- --------------------------------------------------------------------------------

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 CHARGE

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;

- - 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; or

- - 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.

VALIC may waive any otherwise applicable surrender charge if you reinvest the
surrender proceeds in another VALIC insurance product. You will, however, be
subject to a surrender charge in the newly acquired product under the same terms
and conditions as the original product. For purposes of calculating any
surrender charge due, you will be considered to have acquired the new product as
of the date you acquired the original product.

The surrender charge may also be reduced or waived if Portfolio Director Plus 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 a surrender charge may be reduced
or waived, see the "Reduction or Waiver of Account Maintenance Fee, Surrender,
Mortality and Expense Risk Fee or Administration and Distribution Fee 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 1/2%.

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 fee and an administration and
distribution fee applied to VALIC Separate Account A. This is a daily charge at
an aggregate annualized rate of 0.55% to 1.05% during the Purchase Period and
0.75% to 1.25% during the Payout Period 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 fee is to compensate the Company for assuming
mortality and expense risks under Portfolio Director Plus. The mortality risk
that the

22
<PAGE> 27
- --------------------------------------------------------------------------------

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
Plus, no matter how large the cost may be.

The Company may make a profit on the mortality and expense risk fee and on the
administration and distribution fee.

The administration and distribution fee is to reimburse the Company for our
administrative expenses for providing Variable Account Options. This includes
the expense of administration and marketing (including but not limited to
enrollment, participant communication and education).

For more information about the mortality and expense risk fee and administration
and distribution fee, see the Fee Table in this prospectus.

The mortality and expense risk fee or administration and distribution fee may be
reduced or waived if issued to certain types of plans that are expected to
result in lower costs to VALIC. To learn more about how we determine if the
mortality and expense risk fee or administration and distribution fee may be
reduced or waived, see the "Reduction or Waiver of Account Maintenance Fee,
Surrender, Mortality and Expense Risk Fee or Administration and Distribution Fee
Charges" section of this prospectus.

FUND ANNUAL EXPENSE CHARGES

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, SURRENDER,
MORTALITY AND EXPENSE RISK FEE OR
ADMINISTRATION AND DISTRIBUTION FEE
CHARGES

We may, as described below, determine that the account maintenance fee,
surrender charges, mortality and expense risk fee or administration and
distribution fee for Portfolio Director Plus 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:

- 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.

- Other factors of which we are not presently aware which could reduce
administrative costs.

We review the following additional factors to determine whether we can reduce or
waive account maintenance fees:

- 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.

We review the following additional factors to determine whether we can reduce or
waive surrender charges:

- The size of your retirement program.

23
<PAGE> 28
- --------------------------------------------------------------------------------

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 use of mass enrollment or related administrative tasks performed by your
employer for your retirement program.

We review the following additional factors to determine whether we can reduce or
waive the mortality and expense risk fee or administration and distribution fee:

- The frequency of Purchase Payments for your retirement program.

- The size of your retirement program.

- The amount of your retirement program's periodic purchase payment.

We will only do this if permitted by this Contract and by VALIC guidelines in
effect at the time. 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.

SEPARATE ACCOUNT EXPENSE
REIMBURSEMENT

Some of the Mutual Funds or their affiliates may have an agreement with the
Company to pay the Company for administrative and shareholder services it
provides to the underlying Fund. The Company may, in its discretion, apply some
or all of these payments to reduce its charges to the Division investing in that
Fund. In addition, the Company currently reimburses certain Divisions a portion
of the Company's administration and
distribution fee. Such reimbursement
arrangements are, however, voluntary and may be changed by the Company at any
time. See the Fee Table in this prospectus for an identification of those Funds
for which a reimbursement applies and the amount of the reimbursement.

MARKET VALUE ADJUSTMENT

Under the MVA Option you may establish one or more MVA Bands with a minimum
amount, as described in the Contract, per MVA Band in states in which the MVA
Option has been approved. The Company may change the minimum from time to time.
Each MVA Band will be guaranteed to receive a stated rate of interest through
the end of the selected MVA term. We guarantee your MVA Option will earn at
least the lowest minimum interest rate applicable to any of the fixed interest
options in the contract. A withdrawal will generally be subject to a surrender
charge if it exceeds the amount of any free withdrawal amount permitted under
your contract. Withdrawals or transfers from an MVA Band prior to the end of the
MVA term will be subject to a market value adjustment, unless an exception
applies. This adjustment may be positive or negative, based upon the differences
in selected interest rates at the time the MVA Band was established and at the
time of the withdrawal. This adjustment will not apply upon the Owner's death,
or if the Owner is not a natural person, upon the death of the Annuitant. This
adjustment applies independently from surrender charges, and can still apply to
a 10% Free Withdrawal. The market value adjustment may be waived for
distributions that are required under your contract. It will also be waived for
30 days following the end of an MVA term. Loans are not available from the MVA
Option. Please review your contract for additional information on the MVA
Option.

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;

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).

24
<PAGE> 29
- --------------------------------------------------------------------------------

- - 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 from your existing 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 as allowed by state law.) 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:

- From your existing 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 or the calendar year in which you retire. 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 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

For more information about
PAYOUT OPTIONS OR
ENHANCEMENTS
of those Payout Options
available under the Contract,
see the Statement of
Additional Information.

25
<PAGE> 30
- --------------------------------------------------------------------------------

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. 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, in the form of an
excise tax, if you do not meet an exception under 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,

- The payments will be guaranteed for a 10 year period,

- 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, and

- 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, subject to any limitations under the
contract or plan.

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>
Your
Account
Allowed Value(1)
Surrender = (EQUALS) - (MINUS)
Value 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

26
<PAGE> 31
- --------------------------------------------------------------------------------

postpone payments if redemption of an underlying Fund's shares have been
suspended or postponed. 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

Generally, Internal Revenue Code Section 403(b)(11) permits total or partial
distributions from a 403(b) contract only on account of hardship (employee
contributions only without accrued interest), attainment of age 59 1/2,
separation from service, death or disability.

Under the TEXAS STATE OPTIONAL RETIREMENT PROGRAM, no surrender or partial
surrender will be allowed except attainment of age 70 1/2, retirement or other
termination of employment 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.

Under the LOUISIANA OPTIONAL RETIREMENT PLAN retirement benefits must be paid in
the form of a lifetime income, and except for death benefits, single sum
surrenders and partial surrenders out of the plan are not permitted.

Other employer-sponsored plans may also impose restrictions on the timing and
form of surrenders from the contract.

PARTIAL SURRENDERS

You may request a partial surrender of your Account Value at any time, subject
to any applicable surrender restrictions. A partial surrender plus any surrender
charge will reduce your Account Value. Partial surrenders will be paid from the
Fixed Account Options first unless otherwise specified by you.

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 Plus. 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.

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 Plus Contract and VALIC.

27
<PAGE> 32
- --------------------------------------------------------------------------------

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 and in the Statement of Additional
Information.

EXCHANGE PRIVILEGE
- --------------------------------------------------------------------------------

We issue other fixed and/or variable annuity contracts (other contracts) in
addition to Portfolio Director Plus. These other contracts are listed below. We
will allow you, under certain conditions, to exchange from one of these other
contracts to Portfolio Director Plus. If you elect to exercise one of these
exchange offers, you should contact any of our Regional Offices. An exchange may
require the issuance of a contract or may be subject to any other requirements
that the Company may impose.

RESTRICTIONS ON EXCHANGE PRIVILEGE

We will impose certain general restrictions and rules on the exchange
privileges.

- Partial exchanges are not permitted, except at the discretion of the
Company.

- Exchanges from Portfolio Director Plus to other contract forms are not
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 Plus. You will be subject to all of the rules that
apply to the Fixed Account Options in Portfolio Director Plus. 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 Plus.

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 Plus.

SURRENDER CHARGES

We will generally not impose 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 Plus 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 Plus,
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 Plus 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
Plus.)

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 Plus 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 Plus surrender charge is calculated assuming the most
recent Purchase Payments are removed first. This policy may

28
<PAGE> 33
- --------------------------------------------------------------------------------

cause exchanged funds to be accessible only after charges are imposed.

EXCHANGE OFFERS FOR CONTRACTS OTHER THAN
PORTFOLIO DIRECTOR PLUS

The following other contracts may be exchanged.

- Portfolio Director and Portfolio Director 2 Contracts

- 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 Plus will have the same Account Value (called Accumulation
Value in the other contracts) as the other contracts.

COMPARISON OF PORTFOLIO DIRECTOR AND
PORTFOLIO DIRECTOR 2 CONTRACTS TO PORTFOLIO
DIRECTOR PLUS CONTRACTS

Portfolio Director, Portfolio Director 2 and Portfolio Director Plus contain the
same provisions except as to the level of fees and as to available Variable
Account Options and certain Separate Account Expense Reimbursements. Portfolio
Director, Portfolio Director 2 and Portfolio Director Plus are available to
qualified contracts and certain non-qualified contracts. Portfolio Director 2 is
not available to non-qualified contracts issued to individuals.

COMPARISON OF OTHER CONTRACTS

You should carefully compare the features, charges and restrictions of the other
contracts to those of Portfolio Director Plus. A more detailed comparison of the
features, charges, and restrictions between each above listed other contract and
Portfolio Director Plus is provided in the Statement of Additional Information.

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 PLUS

In deciding whether you want to exercise these exchange privileges, you should
consider the following factors of Portfolio Director Plus.

- Portfolio Director Plus has more investment options to select from.

- Portfolio Director Plus has 22 publicly available mutual funds as investment
options.

- The Portfolio Director Plus 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 Plus has an Interest Guaranteed Death Benefit.

- Portfolio Director Plus's Fund fees and charges are different than the other
contracts and in some cases may be higher.

- Different series of Portfolio Director Plus may charge fees higher or lower
than other series of Portfolio Director Plus.

- Portfolio Director Plus'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,
Portfolio Director Contracts and Portfolio Director 2 Contracts for the
equivalent units of interest in Portfolio Director Plus.

Agents and managers of VALIC who enter into the voluntary exchange will not
incur under Portfolio Director Plus any surrender charges or

29
<PAGE> 34
- --------------------------------------------------------------------------------

account maintenance fees. Other individuals who may exchange to Portfolio
Director Plus from SA-1, Independence Plus, Portfolio Director or Portfolio
Director 2 Contracts may have surrender charges and account maintenance fees
imposed under Portfolio Director Plus. 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, Portfolio Director
Contract or Portfolio Director 2 Contract.

- Leave current assets in the SA-1 Contract, Independence Plus Contract,
Portfolio Director Contract or Portfolio Director 2 Contract and direct
future Purchase Payments to Portfolio Director Plus; or

- Transfer all current assets and future Purchase Payments to Portfolio
Director Plus.

If the participant chooses to remain in either the SA-1 Contract, Independence
Plus Contract or Portfolio Director Contract or Portfolio Director 2 Contract,
future Purchase Payments and current assets will be controlled by the provisions
of the SA-1 Contract, Independence Plus Contract, Portfolio Director Contract,
or Portfolio Director 2 Contract, respectively. If the participant chooses to
leave current assets in the SA-1 Contract, the Independence Plus Contract,
Portfolio Director Contract, Portfolio Director 2 Contract and direct future
Purchase Payments to Portfolio Director Plus, the current assets will be
controlled by the provisions of the SA-1 Contract, the Independence Plus
Contract Portfolio Director Contract or Portfolio Director 2 Contract,
respectively. The future Purchase Payments will be controlled by the terms of
Portfolio Director Plus subject to the exception that surrender charges and
account maintenance fees will not be imposed under Portfolio Director Plus. If
the participant chooses to transfer all current assets and future Purchase
Payments to Portfolio Director Plus, such current assets and future Purchase
Payments will be controlled by the provisions of Portfolio Director Plus subject
to the exception that surrender charges and account maintenance fees will not be
imposed under Portfolio Director Plus.

Once a participant transfers assets and future Purchase Payments to Portfolio
Director Plus the participant will not be permitted to exchange back to the SA-1
Contract, Independence Plus Contract, Portfolio Director Contract or Portfolio
Director 2 Contract. If a participant chooses to transfer future Purchase
Payments but not current assets to Portfolio Director Plus, the participant will
be allowed at a later date to transfer the current assets to Portfolio Director
Plus. For a complete analysis of the differences between the SA-1 contract, the
Independence Plus Contract or Portfolio Director Contract, Portfolio Director 2
Contract and Portfolio Director Plus, you should refer to the Statement of
Additional Information and the form of the contract or certificate for its terms
and conditions.

DEATH BENEFITS
- --------------------------------------------------------------------------------

Portfolio Director Plus 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 Plus 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 and by the plan, if any.

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

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 is not required to be. Also,
a Contingent Contract
Owner may be designated.

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 Plus are Fixed
Account Plus Short-Term
Fixed Account and Multi- Year Enhanced 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 Plus. Investment returns
on Variable Account Options
will be positive or negative
depending on the investment
performance of the
underlying mutual fund.

30
<PAGE> 35
- --------------------------------------------------------------------------------

- - 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 not exceeding the Beneficiary's life
expectancy.

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 Plus.

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 generally 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:

<TABLE>
<S> <C> <C>
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
</TABLE>

Step 2: Determine your Variable Account Option Value by taking the greater of:

<TABLE>
<S> <C> <C>
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%
</TABLE>

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.

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:

<TABLE>
<S> <C> <C>
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
</TABLE>

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 Plus 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.

31
<PAGE> 36

- 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.

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 or life insurance products or to the
general public before Portfolio Director Plus was first available to you. We may
therefore, advertise investment performance since the inception of the
underlying Funds. In each case, we will use the charges and fees imposed by
Portfolio Director Plus in calculating the Division's investment performance.

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

The Standard Average Annual Total Return figures are based on the average
percentage change in the value of an investment in a corresponding Division for
a different series of Portfolio Director Plus from the beginning to the end of
the historical periods shown and have been restated to take into account the
fees and charges under this series of Portfolio Director Plus. 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 Plus 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, 5 and 10 year periods. If Standard Average Annual Return for a Division is
not available for a stated period, we may show the Standard Average Annual Total
Return since Division inception.

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. The

DIVISIONS -- subaccounts of
VALIC Separate Account A
which represent the Variable
Account Options in Portfolio
Director Plus. 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 Plus.

For more information on how
TOTAL RETURN PERFORMANCE
INFORMATION is calculated,
see the Statement of
Additional Information.

32
<PAGE> 37

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

SEC staff takes the position that performance information of an underlying trend
reduced by account fees for a period prior to the inception of the corresponding
Division is nonstandard performance information regardless of whether all
account fees and charges are deducted.

Cumulative Total Return

Cumulative Total Return assumes the investment in Portfolio Director Plus will
stay in the Division beyond the time that a surrender charge would apply. It may
be calculated for 1, 5 and 10 year periods. If Cumulative Total Return for a
Division is not available for a stated period, we may show the Cumulative Total
Return since Division inception. 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, or since inception. 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 period or year;

- The difference is divided by the Purchase Unit Value at the start of the
period or 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.

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 Plus charges and fees imposed on the Division.

An Assumed Account Value of $10,000

We may show annual values 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.

AGSPC Money Market and American General Money Market Divisions

We may advertise the AGSPC Money Market and American General Money Market
Divisions' Current Yield and Effective Yield.

The Current Yield refers to the income produced by an investment in the AGSPC
Money Market or American General Money Market Divisions 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. For the
AGSPC Money Market Division and the American General Money Market Division the
7-day Current Yield for the last 7 days ended December 31, 1999 was 4.51% and
4.76%, respectively.

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. For the AGSPC Money Market Division and the American General Money Market
Division the 7-day Effective Yield for the last 7 days ended December 31, 1999
was 4.61% and 4.88%, respectively.

Divisions Other Than The AGSPC Money Market and American General Money Market
Divisions

We may advertise the standardized yield performance for each Division other than
the AGSPC Money Market and American General Money Market Divisions. 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 eight tables below.

33
<PAGE> 38

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

The information presented does not reflect the advantage under Portfolio
Director Plus 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 information presented in the following tables reflects the
performance of the underlying Fund after deduction of a mortality and expense
risk fee and administration and distribution fee at an aggregate annualized rate
of 0.55% to 1.05% during the Purchase Period on the daily net asset value of
VALIC Separate Account A. The exact rate depends upon the Variable Account
Option selected.

34
<PAGE> 39

TABLE I

AVERAGE ANNUAL TOTAL RETURN
WITH SURRENDER CHARGE AND ACCOUNT MAINTENANCE FEE IMPOSED*
(FROM SEPARATE ACCOUNT DIVISION INCEPTION TO DECEMBER 31, 1999)

<TABLE>
<CAPTION>
DIVISION
INCEPTION SINCE
FUND AND DIVISION DATE INCEPTION 10 YEARS 5 YEARS 1 YEAR
----------------- --------- --------- -------- ------- ------
<S> <C> <C> <C> <C> <C>
AGSPC Asset Allocation (Division 5)......................... 09/06/83 -- 10.09% 16.03% 5.83%
AGSPC Capital Conservation (Division 7)..................... 01/16/86 -- 5.73 5.65 (5.70)
AGSPC Government Securities (Division 8).................... 01/16/86 -- 5.74 4.94 (7.94)
AGSPC Growth (Division 15).................................. 07/11/94 20.16% -- 20.53 1.69
AGSPC Growth & Income (Division 16)......................... 07/11/94 21.07 -- 21.63 16.79
AGSPC International Equities (Division 11).................. 10/02/89 -- 6.26 11.54 23.07
AGSPC International Government Bond (Division 13)........... 10/01/91 6.08 -- 3.63 (10.94)
AGSPC MidCap Index (Division 4)***.......................... 10/01/91 16.29 -- 21.28 8.95
AGSPC Money Market (Division 6)............................. 01/16/86 -- 3.98 3.37 (0.80)
AGSPC Science & Technology (Division 17).................... 07/11/94 42.03 -- 38.58 94.26
AGSPC Small Cap Index (Division 14)......................... 05/01/92 12.97 -- 15.18 15.28
AGSPC Social Awareness (Division 12)........................ 10/02/89 -- 16.06 26.84 12.64
AGSPC Stock Index (Division 10)............................. 04/20/87 -- 16.63 26.77 14.55
American Century Ultra (Division 31)........................ 07/01/96 27.20 -- -- 35.22
American General Balanced (Division 42)..................... 09/22/98 18.65 -- -- 8.24
American General Conservative Growth Lifestyle (Division
50)....................................................... 09/22/98 16.99 -- -- 7.63
American General Core Bond (Division 58).................... 09/22/98 (3.48) -- -- (6.17)
American General Domestic Bond (Division 43)................ 09/22/98 (4.23) -- -- (8.00)
American General Growth Lifestyle (Division 48)............. 09/22/98 34.19 -- -- 24.18
American General High Yield Bond (Division 60).............. 09/22/98 2.11 -- -- (2.28)
American General International Growth (Division 33)......... 09/22/98 49.60 -- -- 50.69
American General International Value (Division 34).......... 09/22/98 69.35 -- -- 61.84
American General Large Cap Growth (Division 39)............. 09/22/98 43.64 -- -- 29.59
American General Large Cap Value (Division 40).............. 09/22/98 12.51 -- -- (0.04)
American General Mid Cap Growth (Division 37)............... 09/22/98 20.86 -- -- 1.00
American General Mid Cap Value (Division 38)................ 09/22/98 30.73 -- -- 16.46
American General Moderate Growth Lifestyle (Division 49).... 09/22/98 23.41 -- -- 13.08
American General Money Market (Division 44)................. 09/22/98 0.43 -- -- (0.55)
American General Small Cap Growth (Division 35)............. 09/22/98 73.51 -- -- 63.68
American General Small Cap Value (Division 36).............. 09/22/98 (1.18) -- -- (11.31)
American General Socially Responsible (Division 41)......... 09/22/98 26.57 -- -- 12.36
American General Strategic Bond (Division 59)............... 09/22/98 1.84 -- -- (1.43)
Dreyfus Founders Growth (Division 30)....................... 07/01/96 24.56 -- -- 32.85
Dreyfus Variable Investment Fund -- Small Cap Portfolio
(Division 18)............................................. 07/11/94 14.25 -- 14.14 16.99
Evergreen Growth and Income Fund (Division 56).............. 01/04/99 -- -- -- --
Evergreen Small Cap Value Fund (Division 55)................ 01/04/99 -- -- -- --
Evergreen Value Fund (Division 57).......................... 01/04/99 -- -- -- --
Franklin Templeton Variable Insurance Products Trust
Templeton Asset Strategy -- Class 1 (Division 19)(1)...... 07/11/94 14.30 -- 15.21 16.55
Templeton International Securities -- Class 1 (Division
20)(2).................................................. 07/11/94 14.57 -- 15.34 17.28
Neuberger Berman Guardian Trust (Division 29)............... 07/01/96 9.62 -- -- 2.68
Putnam Global Growth (Division 28).......................... 07/01/96 28.84 -- -- 58.24
Putnam New Opportunities (Division 26)...................... 07/01/96 27.46 -- -- 63.17
Putnam OTC & Emerging Growth (Division 27).................. 07/01/96 27.98 -- -- 119.91
Scudder Growth and Income (Division 21)(3).................. 07/01/96 13.16 -- -- 0.52
T. Rowe Price Small Cap Stock Fund (Division 51)............ 09/22/98 18.11 -- -- 8.50
Templeton Foreign -- Class A (Division 32)(4)............... 07/01/96 10.92 -- -- 33.55
Vanguard LifeStrategy Conservative Growth (Division 54)..... 09/22/98 7.65 -- -- 1.80
Vanguard LifeStrategy Growth (Division 52).................. 09/22/98 22.71 -- -- 10.99
Vanguard LifeStrategy Moderate Growth (Division 53)......... 09/22/98 15.02 -- -- 5.76
Vanguard Long-Term Corporate (Division 22)**................ 07/01/96 3.69 -- -- (11.25)
Vanguard Long-Term Treasury (Division 23)**................. 07/01/96 4.01 -- -- (13.54)
Vanguard Wellington (Division 25)........................... 07/01/96 11.98 -- -- (1.38)
Vanguard Windsor II (Division 24)........................... 07/01/96 12.77 -- -- (11.02)
</TABLE>

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

* The performance figures in the Table reflect the investment performance for
the Divisions for the stated periods and should not be used to infer that
future performance will be the same.

** The performance figures in the Table do not take into account the Separate
Account Reimbursement made by the Company directly to those Divisions. If
such reimbursements were included, the performance figures for the Divisions
would be higher.

*** On October 1, 1991, the Fund underlying the AGSPC MidCap Index Division
changed its name from the Capital Accumulation Fund to the MidCap Index Fund
and amended its investment objective, investment program and investment
restrictions accordingly. The performance figures for the AGSPC MidCap Index
Division reflect the performance of the MidCap Index Fund since October 1,
1991.

(1) Effective May 1, 2000 the Templeton Asset Allocation Fund (previously
offered under the Contract) merged with the Templeton Global Asset
Allocation Fund. At the same time as the merger, the Templeton Asset
Allocation Fund changed its name to the Templeton Asset Strategy Fund. Also
effective with this merger, the Templeton Asset Allocation Fund Division 19
was renamed the Templeton Asset Strategy Fund Division 19. Accordingly, the
performance figures for the Division through December 31, 1999, reflect the
actual historical performance of the Templeton Asset Allocation Fund
Division 19.

(2) Effective May 1, 2000 the Templeton International Fund (previously offered
under the Contract) merged with the Templeton International Equity Fund. At
the same time as the merger, the Templeton International Fund changed its
name to the Templeton International Securities Fund. Also effective with
this merger, the Templeton International Fund Division 20 was renamed the
Templeton International Securities Fund Division 20. Accordingly, the
performance figures for the Division through December 31, 1999, reflect the
actual historical performance of the Templeton International Fund Division
20.

(3) The Scudder Growth and Income Fund adopted its current name and objective on
November 13, 1984. Its predecessor commenced operations on May 31, 1929.

(4) On January 1, 1993, the Templeton Foreign Fund -- Class A implemented a Rule
12b-1 plan, which affects subsequent performance. VALIC Separate Account A
purchases shares of this fund at net asset value and without sales charges
generally applicable to Class A shares.

35
<PAGE> 40

TABLE II

AVERAGE ANNUAL TOTAL RETURN
WITH SURRENDER CHARGE AND ACCOUNT MAINTENANCE FEE IMPOSED*
(FROM UNDERLYING FUND INCEPTION TO DECEMBER 31, 1999)

<TABLE>
<CAPTION>
FUND
INCEPTION SINCE
FUND AND DIVISION DATE INCEPTION 10 YEARS 5 YEARS 1 YEAR
----------------- --------- --------- -------- ------- ------
<S> <C> <C> <C> <C> <C>
AGSPC Growth (Division 15).................................. 04/29/94 18.36% -- 20.53% 1.69%
AGSPC Growth & Income (Division 16)......................... 04/29/94 19.11 -- 21.63 16.79
AGSPC Science & Technology (Division 17).................... 04/29/94 38.90 -- 38.58 94.26
American Century Ultra (Division 31)........................ 11/02/81 -- 23.27% 28.09 35.22
Dreyfus Founders Growth (Division 30)....................... 01/05/62 -- 19.02 28.62 32.85
Dreyfus Variable Investment Fund -- Small Cap Portfolio
(Division 18)............................................. 08/31/90 34.25 -- 14.14 16.99
Evergreen Growth and Income -- Class A (Division 56)........ 01/03/95 19.37 -- -- 8.47
Evergreen Small Cap Value -- Class A (Division 55).......... 01/03/95 12.22 -- -- (4.78)
Evergreen Value -- Class A (Division 57).................... 04/12/85 -- 11.63 16.11 (1.09)
Franklin Templeton Variable Insurance Products Trust........
Templeton Asset Strategy -- Class 1 (Division 19)(1)...... 08/24/88 -- 11.82 15.21 16.55
Templeton International Securities -- Class 1 (Division
20)(2)................................................. 05/01/92 14.07 -- 15.34 17.28
Neuberger Berman Guardian Trust (Division 29)............... 08/03/93 12.23 -- 13.64 2.68
Putnam Global Growth -- Class A (Division 28)............... 09/01/67 -- 15.27 24.81 58.24
Putnam New Opportunities -- Class A (Division 26)........... 08/31/90 30.92 -- 31.69 63.17
Putnam OTC & Emerging Growth -- Class A (Division 27)....... 11/01/82 -- 23.14 33.75 119.91
Scudder Growth and Income (Division 21)(3).................. 11/13/84 -- 13.14 16.91 0.52
T. Rowe Price Small Cap Stock (Division 51)................. 06/01/50 -- 11.90 16.40 8.50
Templeton Foreign -- Class A (Division 32)(4)............... 10/05/82 -- 10.39 11.58 33.55
Vanguard LifeStrategy Conservative Growth (Division 54)..... 09/30/94 12.88 -- 13.00 1.80
Vanguard LifeStrategy Growth (Division 52).................. 09/30/94 18.57 -- 19.18 10.99
Vanguard LifeStrategy Moderate Growth (Division 53)......... 09/30/94 15.75 -- 16.28 5.76
Vanguard Long-Term Corporate (Division 22)**................ 07/09/73 -- 7.34 6.26 (11.25)
Vanguard Long-Term Treasury (Division 23)**................. 05/19/86 -- 6.92 6.58 (13.54)
Vanguard Wellington (Division 25)........................... 07/01/29 -- 11.29 15.47 (1.38)
Vanguard Windsor II (Division 24)........................... 06/24/85 -- 12.53 18.25 (11.02)
</TABLE>

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

Divisions with an identical inception date as the underlying Funds' inception
date are not reflected in this Table. See preceding Table.

* The performance figures in the Table reflect the investment performance for
the Funds for the stated periods and should not be used to infer that future
performance will be the same. The Table reflects actual historical
performance of the related Separate Account Divisions 15-20 since inception
of each Division (July 11, 1994) and hypothetical performance for periods
prior to July 11, 1994 based on investment in a hypothetical Contract. The
Table reflects actual historical performance of the related Separate Account
Divisions 21-32 since inception of each Division (July 1, 1996) and
hypothetical performance for periods prior to July 1, 1996 based on
investment in a hypothetical Contract. The Table reflects actual historical
performance of the related Separate Account Divisions 51-54 since inception
of each Division (September 22, 1998) and hypothetical performance for
periods prior to September 22, 1998 based on investment in a hypothetical
Contract. The Table reflects actual historical performance of the related
Separate Account Divisions 55-57 since inception of each Division (January
4, 1999) and hypothetical performance for periods prior to January 4, 1999
based on investment in a hypothetical Contract. Hypothetical performance is
based on the actual performance of the underlying Fund reduced by Separate
Account fees that would have been incurred during the hypothetical period.

(1) Effective May 1, 2000 the Templeton Asset Allocation Fund (previously
offered under the Contract) merged with the Templeton Global Asset
Allocation Fund. At the same time as the merger, the Templeton Asset
Allocation Fund changed its name to the Templeton Asset Strategy Fund.
Accordingly, the performance figures in the Table for the Fund through
December 31, 1999, reflect the historical performance and inception date of
the Templeton Asset Allocation Fund.

(2) Effective May 1, 2000 the Templeton International Fund (previously offered
under the Contract) merged with the Templeton International Equity Fund. At
the same time as the merger, the Templeton International Fund changed its
name to the Templeton International Securities Fund. Accordingly, the
performance figures in the Table for the Fund through December 31, 1999,
reflect the historical performance and inception date of the Templeton
International Fund.

(3) The Scudder Growth and Income Fund adopted its current name and objective on
November 13, 1984. Its predecessor commenced operations on May 31, 1929.

36
<PAGE> 41

TABLE III
AVERAGE ANNUAL TOTAL RETURN
WITH NO SURRENDER CHARGE OR ACCOUNT MAINTENANCE FEE IMPOSED*
(FROM SEPARATE ACCOUNT DIVISION INCEPTION TO DECEMBER 31, 1999)

<TABLE>
<CAPTION>
DIVISION
INCEPTION SINCE
FUND AND DIVISION DATE INCEPTION 10 YEARS 5 YEARS 1 YEAR
----------------- --------- --------- -------- ------- ------
<S> <C> <C> <C> <C> <C>
AGSPC Asset Allocation (Division 5)......................... 09/06/83 -- 10.15% 16.64% 10.87%
AGSPC Capital Conservation (Division 7)..................... 01/16/86 -- 5.79 6.50 (1.21)
AGSPC Government Securities (Division 8).................... 01/16/86 -- 5.80 5.81 (3.55)
AGSPC Growth (Division 15).................................. 07/11/94 20.22% -- 21.06 6.54
AGSPC Growth & Income (Division 16)......................... 07/11/94 21.13 -- 22.15 21.85
AGSPC International Equities (Division 11).................. 10/02/89 -- 6.32 12.24 28.13
AGSPC International Government Bond (Division 13)........... 10/01/91 6.14 -- 4.54 (6.70)
AGSPC MidCap Index (Division 4)***.......................... 10/01/91 16.36 -- 21.80 14.00
AGSPC Money Market (Division 6)............................. 01/16/86 -- 4.04 4.29 3.92
AGSPC Science & Technology (Division 17).................... 07/11/94 42.10 -- 38.92 99.35
AGSPC Small Cap Index (Division 14)......................... 05/01/92 13.03 -- 15.80 20.33
AGSPC Social Awareness (Division 12)........................ 10/02/89 -- 16.12 27.29 17.70
AGSPC Stock Index (Division 10)............................. 04/20/87 -- 16.69 27.22 19.61
American Century Ultra (Division 31)........................ 07/01/96 28.04 -- -- 40.28
American General Balanced (Division 42)..................... 09/22/98 22.47 -- -- 13.30
American General Conservative Growth Lifestyle (Division
50)....................................................... 09/22/98 20.82 -- -- 12.69
American General Core Bond (Division 58).................... 09/22/98 0.14 -- -- (1.70)
American General Domestic Bond (Division 43)................ 09/22/98 (0.64) -- -- (3.62)
American General Growth Lifestyle (Division 48)............. 09/22/98 37.89 -- -- 29.24
American General High Yield Bond (Division 60).............. 09/22/98 5.95 -- -- 2.38
American General International Growth (Division 33)......... 09/22/98 53.21 -- -- 55.76
American General International Value (Division 34).......... 09/22/98 72.85 -- -- 66.92
American General Large Cap Growth (Division 39)............. 09/22/98 47.28 -- -- 34.66
American General Large Cap Value (Division 40).............. 09/22/98 16.38 -- -- 4.72
American General Mid Cap Growth (Division 37)............... 09/22/98 24.66 -- -- 5.81
American General Mid Cap Value (Division 38)................ 09/22/98 34.46 -- -- 21.51
American General Moderate Growth Lifestyle (Division 49).... 09/22/98 27.19 -- -- 18.13
American General Money Market (Division 44)................. 09/22/98 4.21 -- -- 4.18
American General Small Cap Growth (Division 35)............. 09/22/98 77.00 -- -- 68.76
American General Small Cap Value (Division 36).............. 09/22/98 2.53 -- -- (7.09)
American General Socially Responsible (Division 41)......... 09/22/98 30.32 -- -- 17.42
American General Strategic Bond (Division 59)............... 09/22/98 5.67 -- -- 3.26
Dreyfus Founders Growth (Division 30)....................... 07/01/96 25.45 -- -- 37.92
Dreyfus Variable Investment Fund -- Small Cap Portfolio
(Division 18)............................................. 07/11/94 14.31 -- 14.78 22.05
Evergreen Growth and Income Fund (Division 56).............. 01/04/99 -- -- -- --
Evergreen Small Cap Value Fund (Division 55)................ 01/04/99 -- -- -- --
Evergreen Value Fund (Division 57).......................... 01/04/99 -- -- -- --
Franklin Templeton Variable Insurance Products Trust
Templeton Asset Strategy -- Class 1 (Division 19)(1)...... 07/11/94 14.36 -- 15.84 21.61
Templeton International Securities -- Class 1 (Division
20)(2).................................................. 07/11/94 14.63 -- 15.96 22.34
Neuberger Berman Guardian Trust (Division 29)............... 07/01/96 10.80 -- -- 7.57
Putnam Global Growth (Division 28).......................... 07/01/96 29.67 -- -- 63.32
Putnam New Opportunities (Division 26)...................... 07/01/96 28.31 -- -- 68.25
Putnam OTC & Emerging Growth (Division 27).................. 07/01/96 28.82 -- -- 125.02
Scudder Growth and Income (Division 21)(3).................. 07/01/96 14.26 -- -- 5.30
T. Rowe Price Small Cap Stock Fund (Division 51)............ 09/22/98 21.93 -- -- 13.55
Templeton Foreign -- Class A (Division 32)(4)............... 07/01/96 12.07 -- -- 38.62
Vanguard LifeStrategy Conservative Growth (Division 54)..... 09/22/98 11.56 -- -- 6.65
Vanguard LifeStrategy Growth (Division 52).................. 09/22/98 26.50 -- -- 16.05
Vanguard LifeStrategy Moderate Growth (Division 53)......... 09/22/98 18.87 -- -- 10.79
Vanguard Long-Term Corporate (Division 22)**................ 07/01/96 5.03 -- -- (7.02)
Vanguard Long-Term Treasury (Division 23)**................. 07/01/96 5.34 -- -- (9.42)
Vanguard Wellington (Division 25)........................... 07/01/96 13.11 -- -- 3.32
Vanguard Windsor II (Division 24)........................... 07/01/96 13.88 -- -- (6.78)
</TABLE>

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

* The performance figures in the Table reflect the investment performance for
the Divisions for the stated periods and should not be used to infer that
future performance will be the same.

(3) The Scudder Growth and Income Fund adopted its current name and objective on
November 13, 1984. Its predecessor commenced operations on May 31, 1929.

(4) On January 1, 1993, the Templeton Foreign Fund - Class A implemented a Rule
12b-1 plan, which affects subsequent performance. VALIC Separate Account A
purchases shares of this fund at net asset value and without sales charges
generally applicable to Class A shares.

37
<PAGE> 42

TABLE IV

AVERAGE ANNUAL TOTAL RETURN
WITH NO SURRENDER CHARGE OR ACCOUNT MAINTENANCE FEE IMPOSED*
(FROM UNDERLYING FUND INCEPTION TO DECEMBER 31, 1999)

<TABLE>
<CAPTION>
FUND
INCEPTION SINCE
FUND AND DIVISION DATE INCEPTION 10 YEARS 5 YEARS 1 YEAR
----------------- --------- --------- -------- ------- ------
<S> <C> <C> <C> <C> <C>
AGSPC Growth (Division 15).................................. 04/29/94 18.42% -- 21.06% 6.54%
AGSPC Growth & Income (Division 16)......................... 04/29/94 19.18 -- 22.15 21.85
AGSPC Science & Technology (Division 17).................... 04/29/94 38.97 -- 38.92 99.35
American Century Ultra (Division 31)........................ 11/02/81 -- 23.32% 28.53 40.28
Dreyfus Founders Growth (Division 30)....................... 01/05/62 -- 19.08 29.05 37.92
Dreyfus Variable Investment Fund -- Small Cap Portfolio
(Division 18)............................................. 08/31/90 34.28 -- 14.78 22.05
Evergreen Growth and Income -- Class A (Division 56)........ 01/03/95 19.92 -- -- 13.52
Evergreen Small Cap Value -- Class A (Division 55).......... 01/03/95 12.90 -- -- (0.25)
Evergreen Value -- Class A (Division 57).................... 04/12/85 -- 11.69 16.72 3.62
Franklin Templeton Variable Insurance Products Trust........
Templeton Asset Strategy -- Class 1 (Division 19)(1)...... 08/24/88 -- 11.88 15.84 21.61
Templeton International Securities -- Class 1 (Division
20)(2)................................................. 05/01/92 14.13 -- 15.96 22.34
Neuberger Berman Guardian Trust (Division 29)............... 08/03/93 12.29 -- 14.30 7.57
Putnam Global Growth -- Class A (Division 28)............... 09/01/67 -- 15.33 25.28 63.32
Putnam New Opportunities -- Class A (Division 26)........... 08/31/90 30.97 -- 32.09 68.25
Putnam OTC & Emerging Growth -- Class A (Division 27)....... 11/01/82 -- 23.20 34.14 125.02
Scudder Growth and Income (Division 21)(3).................. 11/13/84 -- 13.20 17.50 5.30
T. Rowe Price Small Cap Stock (Division 51)................. 06/01/50 -- 11.96 17.00 13.55
Templeton Foreign -- Class A (Division 32)(4)............... 10/05/82 -- 10.45 12.28 38.62
Vanguard LifeStrategy Conservative Growth (Division 54)..... 09/30/94 12.94 -- 13.67 6.65
Vanguard LifeStrategy Growth (Division 52).................. 09/30/94 18.63 -- 19.74 16.05
Vanguard LifeStrategy Moderate Growth (Division 53)......... 09/30/94 15.81 -- 16.89 10.79
Vanguard Long-Term Corporate (Division 22)**................ 07/09/73 -- 7.40 7.09 (7.02)
Vanguard Long-Term Treasury (Division 23)**................. 05/19/86 -- 6.98 7.40 (9.43)
Vanguard Wellington (Division 25)........................... 07/01/29 -- 11.35 16.09 3.32
Vanguard Windsor II (Division 24)........................... 06/24/85 -- 12.59 18.82 (6.78)
</TABLE>

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

Divisions with an identical inception date as the underlying Funds' inception
date are not reflected in this Table. See preceding Table.

(1) Effective May 1, 2000 the Templeton Asset Allocation Fund (previously
offered under the Contract) merged with the Templeton Global Asset
Allocation Fund. At the same time as the merger, the Templeton Asset
Allocation Fund changed its name to the Templeton Asset Strategy Fund.
Accordingly, the performance figures in the Table for the Fund through
December 31, 1999, reflect the historical performance and inception date of
the Templeton Asset Allocation Fund.

(2) Effective May 1, 2000 the Templeton International Fund (previously offered
under the Contract) merged with the Templeton International Equity Fund. At
the same time as the merger, the Templeton International Fund changed its
name to the Templeton International Securities Fund. Accordingly, the
performance figures in the Table for the Fund through December 31, 1999,
reflect the historical performance and inception date of the Templeton
International Fund.

(3) The Scudder Growth and Income Fund adopted its current name and objective on
November 13, 1984. Its predecessor commenced operations on May 31, 1929.

38
<PAGE> 43

TABLE V
CUMULATIVE RETURN
WITH NO SURRENDER CHARGE OR ACCOUNT MAINTENANCE FEE IMPOSED*
(FROM SEPARATE ACCOUNT DIVISION INCEPTION TO DECEMBER 31, 1999)

<TABLE>
<CAPTION>
DIVISION
INCEPTION SINCE
FUND AND DIVISION DATE INCEPTION 10 YEARS 5 YEARS 1 YEAR
----------------- --------- --------- -------- ------- ------
<S> <C> <C> <C> <C> <C>
AGSPC Asset Allocation (Division 5)......................... 09/06/83 -- 162.85% 115.86% 10.87%
AGSPC Capital Conservation (Division 7)..................... 01/16/86 -- 75.61 37.02 (1.21)
AGSPC Government Securities (Division 8).................... 01/16/86 -- 75.69 32.65 (3.55)
AGSPC Growth (Division 15).................................. 07/11/94 173.87% -- 160.02 6.54
AGSPC Growth & Income (Division 16)......................... 07/11/94 185.37 -- 171.93 21.85
AGSPC International Equities (Division 11).................. 10/02/89 -- 84.48 78.13 28.13
AGSPC International Government Bond (Division 13)........... 10/01/91 63.46 -- 24.85 (6.70)
AGSPC MidCap Index (Division 4)***.......................... 10/01/91 248.93 -- 168.11 14.00
AGSPC Money Market (Division 6)............................. 01/16/86 -- 48.53 23.38 3.92
AGSPC Science & Technology (Division 17).................... 07/11/94 583.53 -- 417.46 99.35
AGSPC Small Cap Index (Division 14)......................... 05/01/92 155.83 -- 108.25 20.33
AGSPC Social Awareness (Division 12)........................ 10/02/89 -- 345.59 234.19 17.70
AGSPC Stock Index (Division 10)............................. 04/20/87 -- 368.26 233.28 19.61
American Century Ultra (Division 31)........................ 07/01/96 137.55 -- -- 40.28
American General Balanced (Division 42)..................... 09/22/98 29.36 -- -- 13.30
American General Conservative Growth Lifestyle (Division
50)....................................................... 09/22/98 27.16 -- -- 12.69
American General Core Bond (Division 58).................... 09/22/98 0.18 -- -- (1.70)
American General Domestic Bond (Division 43)................ 09/22/98 (0.81) -- -- (3.62)
American General Growth Lifestyle (Division 48)............. 09/22/98 50.39 -- -- 29.24
American General High Yield Bond (Division 60).............. 09/22/98 7.61 -- -- 2.38
American General International Growth (Division 33)......... 09/22/98 71.92 -- -- 55.76
American General International Value (Division 34).......... 09/22/98 100.38 -- -- 66.92
American General Large Cap Growth (Division 39)............. 09/22/98 63.51 -- -- 34.66
American General Large Cap Value (Division 40).............. 09/22/98 21.24 -- -- 4.72
American General Mid Cap Growth (Division 37)............... 09/22/98 32.31 -- -- 5.81
American General Mid Cap Value (Division 38)................ 09/22/98 45.65 -- -- 21.51
American General Moderate Growth Lifestyle (Division 49).... 09/22/98 35.72 -- -- 18.13
American General Money Market (Division 44)................. 09/22/98 5.37 -- -- 4.18
American General Small Cap Growth (Division 35)............. 09/22/98 106.50 -- -- 68.76
American General Small Cap Value (Division 36).............. 09/22/98 3.23 -- -- (7.09)
American General Socially Responsible (Division 41)......... 09/22/98 39.98 -- -- 17.42
American General Strategic Bond (Division 59)............... 09/22/98 7.25 -- -- 3.26
Dreyfus Founders Growth (Division 30)....................... 07/01/96 121.12 -- -- 37.92
Dreyfus Variable Investment Fund -- Small Cap Portfolio
(Division 18)............................................. 07/11/94 107.83 -- 99.24 22.05
Evergreen Growth and Income Fund (Division 56).............. 01/04/99 13.52 -- --
Evergreen Small Cap Value Fund (Division 55)................ 01/04/99 (0.25) -- --
Evergreen Value Fund (Division 57).......................... 01/04/99 3.62 -- --
Franklin Templeton Variable Insurance Products Trust
Templeton Asset Strategy -- Class 1 (Division 19)(1)...... 07/11/94 108.35 -- 108.58 21.61
Templeton International Securities -- Class 1 (Division
20)(2).................................................. 07/11/94 111.07 -- 109.70 22.34
Neuberger Berman Guardian Trust (Division 29)............... 07/01/96 43.18 -- -- 7.57
Putnam Global Growth (Division 28).......................... 07/01/96 148.26 -- -- 63.32
Putnam New Opportunities (Division 26)...................... 07/01/96 139.26 -- -- 68.25
Putnam OTC & Emerging Growth (Division 27).................. 07/01/96 142.61 -- -- 125.02
Scudder Growth and Income (Division 21)(3).................. 07/01/96 59.45 -- -- 5.30
T. Rowe Price Small Cap Stock Fund (Division 51)............ 09/22/98 28.64 -- -- 13.55
Templeton Foreign -- Class A (Division 32)(4)............... 07/01/96 48.99 -- -- 38.62
Vanguard LifeStrategy Conservative Growth (Division 54)..... 09/22/98 14.90 -- -- 6.65
Vanguard LifeStrategy Growth (Division 52).................. 09/22/98 34.79 -- -- 16.05
Vanguard LifeStrategy Moderate Growth (Division 53)......... 09/22/98 24.54 -- -- 10.79
Vanguard Long-Term Corporate (Division 22)**................ 07/01/96 18.76 -- -- (7.02)
Vanguard Long-Term Treasury (Division 23)**................. 07/01/96 19.96 -- -- (9.42)
Vanguard Wellington (Division 25)........................... 07/01/96 53.89 -- -- 3.32
Vanguard Windsor II (Division 24)........................... 07/01/96 57.59 -- -- (6.78)
</TABLE>

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

* The performance figures in the Table reflect the investment performance for
the Divisions for the stated periods and should not be used to infer that
future performance will be the same.

*** On October 1, 1991, the Fund underlying the AGSPC MidCap Index Division
changed its name from the Capital Accumulation Fund to the MidCap Index
Fund and amended its investment objective, investment program and
investment restrictions accordingly. The performance figures for the AGSPC
MidCap Index Division reflect the performance of the MidCap Index Fund
since October 1, 1991.

(1) Effective May 1, 2000 the Templeton Asset Allocation Fund (previously
offered under the Contract) merged with the Templeton Global Asset
Allocation Fund. At the same time as the merger, the Templeton Asset
Allocation Fund changed its name to the Templeton Asset Strategy Fund.
Also, effective with this merger, the Templeton Asset Allocation Fund
Division 19 was renamed the Templeton Asset Strategy Fund Division 19.
Accordingly, the performance figures for the Division through December 31,
1999, reflect the actual historical performance of the Templeton Asset
Allocation Fund Division 19.

(3) The Scudder Growth and Income Fund adopted its current name and objective
on November 13, 1984. Its predecessor commenced operations on May 31, 1929.

(4) On January 1, 1993, the Templeton Foreign Fund -- Class A implemented a
Rule 12b-1 plan, which affects subsequent performance. VALIC Separate
Account A purchases shares of this fund at net asset value and without
sales charges generally applicable to Class A shares.

39
<PAGE> 44

TABLE VI
CUMULATIVE RETURN
WITH NO SURRENDER CHARGE OR ACCOUNT MAINTENANCE FEE IMPOSED*
(FROM UNDERLYING FUND INCEPTION TO DECEMBER 31, 1999)

<TABLE>
<CAPTION>
FUND
INCEPTION SINCE
FUND AND DIVISION DATE INCEPTION 10 YEARS 5 YEARS 1 YEAR
----------------- --------- --------- -------- ------- ------
<S> <C> <C> <C> <C> <C>
AGSPC Growth (Division 15).................................. 04/29/94 160.85% -- 160.02% 6.54%
AGSPC Growth & Income (Division 16)......................... 04/29/94 170.44 -- 171.93 21.85
AGSPC Science & Technology (Division 17).................... 04/29/94 546.27 -- 417.46 99.35
American Century Ultra (Division 31)........................ 11/02/81 -- 713.67% 250.73 40.28
Dreyfus Founders Growth (Division 30)....................... 01/05/62 -- 473.17 257.97 37.92
Dreyfus Variable Investment Fund -- Small Cap Portfolio
(Division 18)............................................. 08/31/90 1,464.91 -- 99.24 22.05
Evergreen Growth and Income -- Class A (Division 56)........ 01/03/95 147.60 -- -- 13.52
Evergreen Small Cap Value -- Class A (Division 55).......... 01/03/95 83.23 -- -- (0.25)
Evergreen Value -- Class A (Division 57).................... 04/12/85 -- 202.19 116.65 3.62
Franklin Templeton Variable Insurance Products Trust........
Templeton Asset Strategy -- Class 1 (Division 19)(1)...... 08/24/88 -- 207.31 108.58 21.61
Templeton International Securities -- Class 1 (Division
20)(2).................................................. 05/01/82 175.56 -- 109.70 22.34
Neuberger Berman Guardian Trust (Division 29)............... 08/03/93 110.22 -- 95.06 7.57
Putnam Global Growth -- Class A (Division 28)............... 09/01/67 -- 316.29 208.64 63.32
Putnam New Opportunities -- Class A (Division 26)........... 08/31/90 1,139.69 -- 302.08 68.25
Putnam OTC & Emerging Growth -- Class A (Division 27)....... 11/01/82 -- 705.86 334.25 125.02
Scudder Growth and Income (Division 21)(3).................. 11/13/84 -- 245.57 124.01 5.30
T. Rowe Price Small Cap Stock (Division 51)................. 06/01/50 -- 209.46 119.24 13.55
Templeton Foreign -- Class A (Division 32)(4)............... 10/05/82 -- 170.23 78.42 38.62
Vanguard LifeStrategy Conservative Growth (Division 54)..... 09/30/94 89.47 -- 89.79 6.65
Vanguard LifeStrategy Growth (Division 52).................. 09/30/94 145.23 -- 146.13 16.05
Vanguard LifeStrategy Moderate Growth (Division 53)......... 09/30/94 116.08 -- 118.18 10.79
Vanguard Long-Term Corporate (Division 22)**................ 07/09/73 -- 104.25 40.87 (7.02)
Vanguard Long-Term Treasury (Division 23)**................. 05/19/86 -- 96.34 42.88 (9.43)
Vanguard Wellington (Division 25)........................... 07/01/29 -- 193.04 110.84 3.32
Vanguard Windsor II (Division 24)........................... 06/24/85 -- 227.24 136.81 (6.78)
</TABLE>

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

Divisions with an identical inception date as the underlying Funds' inception
date are not reflected in this Table. See preceding Table.

(1) Effective May 1, 2000 the Templeton Asset Allocation Fund (previously
offered under the Contract) merged with the Templeton Global Asset
Allocation Fund. At the same time as the merger, the Templeton Asset
Allocation Fund changed its name to the Templeton Asset Strategy Fund.
Accordingly, the performance figures in the Table for the Fund through
December 31, 1999, reflect the historical performance and inception date of
the Templeton Asset Allocation Fund.

(2) Effective May 1, 2000 the Templeton International Fund (previously offered
under the Contract) merged with the Templeton International Equity Fund. At
the same time as the merger, the Templeton International Fund changed its
name to the Templeton International Securities Fund. Accordingly, the
performance figures in the Table for the Fund through December 31, 1999,
reflect the historical performance and inception date of the Templeton
International Fund.

(3) The Scudder Growth and Income Fund adopted its current name and objective on
November 13, 1984. Its predecessor commenced operations on May 31, 1929.

40
<PAGE> 45

TABLE VII

ANNUAL AND CUMULATIVE CHANGE IN PURCHASE UNIT VALUE*
WITH NO SURRENDER CHARGE OR ACCOUNT MAINTENANCE FEE IMPOSED
(PERIOD FROM SEPARATE ACCOUNT DIVISION INCEPTION)

<TABLE>
<CAPTION>
ANNUAL CHANGE IN PURCHASE UNIT VALUE OR THE 12 MONTHS ENDED DECEMBER 31**
---------------------------------------------------------------------------------------
FUND AND DIVISION 1999 1998 1997 1996 1995 1994 1993 1992 1991 1990
----------------- ------ ----- ----- ------ ----- ------ ----- ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
AGSPC Asset Allocation (Division 5)..... 10.87% 17.42% 21.60% 10.19% 23.75% (2.09)% 8.39% (1.52)% 20.34% (3.18)%
AGSPC Capital Conservation (Division
7).................................... (1.21) 6.51 7.69 0.95 19.79 (6.85) 11.08 7.76 16.20 (1.08)
AGSPC Government Securities (Division
8).................................... (3.55) 8.08 8.03 1.10 16.51 (5.25) 9.90 6.34 13.79 5.11
AGSPC Growth (Division 15).............. 6.54 17.19 20.01 18.39 46.60 5.33 -- -- -- --
AGSPC Growth & Income (Division 16)..... 21.85 13.64 22.81 22.30 30.75 4.94 -- -- -- --
AGSPC International Equities (Division
11)................................... 28.13 17.80 1.38 5.95 9.87 7.10 28.79 (14.12) 10.26 (20.71)
AGSPC International Government Bond
(Division 13)......................... (6.70) 16.15 (5.59) 3.56 17.83 3.62 13.28 2.25 9.09 --
AGSPC MidCap Index (Division 4)****..... 14.00 18.04 30.66 17.81 29.44 (4.50) 11.98 8.99 11.66 --
AGSPC Money Market (Division 6)......... 3.92 4.33 4.33 4.17 4.71 2.96 1.87 2.42 4.69 7.04
AGSPC Science & Technology (Division
17)................................... 99.35 40.99 1.76 12.89 60.26 32.09 -- -- -- --
AGSPC Small Cap Index (Division 14)..... 20.33 (2.72) 21.39 15.77 26.59 (4.10) 14.98 11.41 -- --
AGSPC Social Awareness (Division 12).... 17.70 26.28 32.73 22.96 37.78 (2.22) 7.04 2.51 26.83 (2.01)
AGSPC Stock Index (Division 10)......... 19.61 27.39 31.98 21.73 36.15 (0.10) 8.98 5.78 27.91 (4.63)
American Century Ultra (Division 31).... 40.28 33.41 21.95 4.08 -- -- -- -- -- --
American General Balanced (Division
42)................................... 13.30 14.18 -- -- -- -- -- -- -- --
American General Conservative Growth
Lifestyle (Division 50)............... 12.69 12.84 -- -- -- -- -- -- -- --
American General Core Bond (Division
58)................................... (1.70) 1.91 -- -- -- -- -- -- -- --
American General Domestic Bond (Division
43)................................... (3.62) 2.92 -- -- -- -- -- -- -- --
American General Growth Lifestyle
(Division 48)......................... 29.24 16.37 -- -- -- -- -- -- -- --
American General High Yield Bond
(Division 60)......................... 2.38 5.12 -- -- -- -- -- -- -- --
American General International Growth
(Division 33)......................... 55.76 10.37 -- -- -- -- -- -- -- --
American General International Value
(Division 34)......................... 66.92 20.05 -- -- -- -- -- -- -- --
American General Large Cap Growth
(Division 39)......................... 34.66 21.43 -- -- -- -- -- -- -- --
American General Large Cap Value
(Division 40)......................... 4.72 15.77 -- -- -- -- -- -- -- --
American General Mid Cap Growth
(Division 37)......................... 5.81 25.05 -- -- -- -- -- -- -- --
American General Mid Cap Value (Division
38)................................... 21.51 19.86 -- -- -- -- -- -- -- --
American General Moderate Growth
Lifestyle (Division 49)............... 18.13 14.89 -- -- -- -- -- -- -- --
American General Money Market (Division
44)................................... 4.18 1.14 -- -- -- -- -- -- -- --
American General Small Cap Growth
(Division 35)......................... 68.76 22.36 -- -- -- -- -- -- -- --
American General Small Cap Value
(Division 36)......................... (7.09) 11.10 -- -- -- -- -- -- -- --
American General Socially Responsible
(Division 41)......................... 17.42 19.22 -- -- -- -- -- -- -- --
American General Strategic Bond
(Division 59)......................... 3.26 3.86 -- -- -- -- -- -- -- --
Dreyfus Founders Growth (Division 30)... 37.92 24.01 25.46 3.05 -- -- -- -- -- --
Dreyfus Variable Investment Fund
-- Small Cap Portfolio (Division
18)................................... 22.05 (4.32) 15.58 15.34 27.98 4.31 -- -- -- --
Evergreen Growth and Income -- Class A
(Division 56)......................... 13.52 -- -- -- -- -- -- -- -- --
Evergreen Small Cap Value -- Class A
(Division 55)......................... (0.25) -- -- -- -- -- -- -- -- --
Evergreen Value -- Class A (Division
57)................................... 3.62 -- -- -- -- -- -- -- -- --
Franklin Templeton Variable Insurance
Products Trust
Templeton Asset Strategy -- Class 1
(Division 19)(1) 21.61 5.28 14.28 17.60 21.22 (0.11) -- -- -- --
Templeton International
Securities -- Class 1 (Division
20)***(2)........................... 22.34 8.17 12.74 22.71 14.54 (0.65) -- -- -- --
Neuberger Berman Guardian Trust
(Division 29)......................... 7.57 1.55 16.86 12.17 -- -- -- -- -- --
Putnam Global Growth -- Class A
(Division 28)......................... 63.32 27.73 12.41 5.86 -- -- -- -- -- --
Putnam New Opportunities -- Class A
(Division 26)......................... 68.25 23.37 21.51 (5.14) -- -- -- -- -- --
Putnam OTC & Emerging Growth -- Class A
(Division 27)......................... 125.02 10.10 9.29 (10.39) -- -- -- -- -- --
Scudder Growth and Income (Division
21)(3)................................ 5.30 5.21 28.99 11.58 -- -- -- -- -- --
T. Rowe Price Small Cap Stock (Division
51)................................... 13.55 13.29 -- -- -- -- -- -- -- --
Templeton Foreign -- Class A (Division
32)(4)................................ 38.62 (5.63) 5.77 7.68 -- -- -- -- -- --
Vanguard LifeStrategy Conservative
Growth (Division 54).................. 6.65 7.73 -- -- -- -- -- -- -- --
Vanguard LifeStrategy Growth (Division
52)................................... 16.05 16.15 -- -- -- -- -- -- -- --
Vanguard LifeStrategy Moderate Growth
(Division 53)......................... 10.79 12.41 -- -- -- -- -- -- -- --
Vanguard Long-Term Corporate Bond
(Division 22)***...................... (7.02) 8.26 12.52 4.85 -- -- -- -- -- --
Vanguard Long-Term Treasury (Division
23)***................................ (9.42) 12.04 12.64 4.94 -- -- -- -- -- --
Vanguard Wellington (Division 25)....... 3.32 10.87 21.85 10.25 -- -- -- -- -- --
Vanguard Windsor II (Division 24)....... (6.78) 15.13 30.90 12.17 -- -- -- -- -- --
</TABLE>

41
<PAGE> 46
TABLE VII -- (CONTINUED)

ANNUAL AND CUMULATIVE CHANGE IN PURCHASE UNIT VALUE*
WITH NO SURRENDER CHARGE OR ACCOUNT MAINTENANCE FEE IMPOSED
(PERIOD FROM SEPARATE ACCOUNT DIVISION INCEPTION)

<TABLE>
<CAPTION>
CUMULATIVE CHANGE IN PURCHASE UNIT VALUE FOR EACH PERIOD END SINCE DECEMBER 31, 1989**
---------------------------------------------------------------------------------------
FUND AND DIVISION 1999 1998 1997 1996 1995 1994 1993 1992 1991 1990
- ---------------------------------------- ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
AGSPC Asset Allocation (Division 5)..... 162.85% 137.08% 101.91% 66.05% 50.69% 21.77% 24.37% 14.74% 16.51% (3.18)%
AGSPC Capital Conservation (Division
7).................................... 75.61 77.76 66.90 54.98 53.53 28.17 37.59 23.87 14.95 (1.08)
AGSPC Government Securities (Division
8).................................... 75.69 82.16 68.54 56.01 54.32 32.45 39.78 27.19 19.61 5.11
AGSPC Growth (Division 15).............. 173.87 157.07 119.37 82.79 54.40 5.33 -- -- -- --
AGSPC Growth & Income (Division 16)..... 185.37 134.19 106.09 67.81 37.21 4.94 -- -- -- --
AGSPC International Equities (Division
11)................................... 84.48 43.98 22.22 20.56 13.79 3.57 (3.30) (24.92) (12.58) (20.71)
AGSPC International Government Bond
(Division 13)......................... 63.46 75.19 50.83 59.76 54.27 30.92 26.35 11.54 9.09 --
AGSPC MidCap Index (Division 4)****..... 248.93 206.08 159.31 98.46 68.46 30.14 36.28 21.70 11.66 --
AGSPC Money Market (Division 6)......... 48.53 42.93 36.99 31.31 26.05 20.38 16.91 14.77 12.05 7.04
AGSPC Science & Technology (Division
17)................................... 583.53 242.88 143.20 138.98 111.70 32.09 -- -- -- --
AGSPC Small Cap Index (Division 14)..... 155.83 112.60 118.55 80.04 55.51 22.84 28.09 11.41 -- --
AGSPC Social Awareness (Division 12).... 345.59 278.59 199.81 125.88 83.70 33.33 36.36 27.40 24.28 (2.01)
AGSPC Stock Index (Division 10c)........ 368.26 291.49 207.32 132.85 91.29 40.50 40.64 29.05 21.99 (4.63)
American Century Ultra (Division 31).... 137.55 69.34 26.93 4.08 -- -- -- -- -- --
American General Balanced (Division
42)................................... 29.36 14.18 -- -- -- -- -- -- -- --
American General Conservative Growth
Lifestyle (Division 50)............... 27.16 12.84 -- -- -- -- -- -- -- --
American General Core Bond (Division
58)................................... (0.18) 1.91 -- -- -- -- -- -- -- --
American General Domestic Bond (Division
43)................................... (0.81) 2.92 -- -- -- -- -- -- -- --
American General Growth Lifestyle
(Division 48)......................... 50.39 16.37 -- -- -- -- -- -- -- --
American General High Yield Bond
(Division 60)......................... 7.61 5.12 -- -- -- -- -- -- -- --
American General International Growth
(Division 33)......................... 71.92 10.37 -- -- -- -- -- -- -- --
American General International Value
(Division 34)......................... 100.38 20.05 -- -- -- -- -- -- -- --
American General Large Cap Growth
(Division 39)......................... 63.51 21.43 -- -- -- -- -- -- -- --
American General Large Cap Value
(Division 40)......................... 21.24 15.77 -- -- -- -- -- -- -- --
American General Mid Cap Growth
(Division 37)......................... 32.31 25.05 -- -- -- -- -- -- -- --
American General Mid Cap Value (Division
38)................................... 45.65 19.86 -- -- -- -- -- -- -- --
American General Moderate Growth
Lifestyle (Division 49)............... 35.72 14.89 -- -- -- -- -- -- -- --
American General Money Market (Division
44)................................... 5.37 1.14 -- -- -- -- -- -- -- --
American General Small Cap Growth
(Division 35)......................... 106.50 22.36 -- -- -- -- -- -- -- --
American General Small Cap Value
(Division 36)......................... 3.23 11.10 -- -- -- -- -- -- -- --
American General Socially Responsible
(Division 41)......................... 39.98 19.22 -- -- -- -- -- -- -- --
American General Strategic Bond
(Division 59)......................... 7.25 3.86 -- -- -- -- -- -- -- --
Dreyfus Founders Growth (Division 30)... 121.12 60.33 29.29 3.05 -- -- -- -- -- --
Dreyfus Variable Investment
Fund -- Small Cap Portfolio (Division
18)................................... 107.83 70.29 77.97 53.98 33.50 4.31 -- -- -- --
Evergreen Growth and Income -- Class A
(Division 56)......................... 13.52 -- -- -- -- -- -- -- -- --
Evergreen Small Cap Value -- Class A
(Division 55)......................... (0.25) -- -- -- -- -- -- -- -- --
Evergreen Value -- Class A (Division
57)................................... 3.62 -- -- -- -- -- -- -- -- --
Franklin Templeton Variable Insurance
Products Trust
Templeton Asset Strategy -- Class 1
(Division 19)(1).................... 108.35 71.32 62.73 42.40 21.09 (0.11) -- -- -- --
Templeton International
Securities -- Class 1 (Division
20)(2).............................. 111.07 72.52 59.49 41.47 15.29 (0.65) -- -- -- --
Neuberger Berman Guardian Trust
(Division 29)......................... 43.18 33.11 31.08 12.17 -- -- -- -- -- --
Putnam Global Growth -- Class A
(Division 28)......................... 148.26 52.01 19.00 5.86 -- -- -- -- -- --
Putnam New Opportunities -- Class A
(Division 26)......................... 139.26 42.20 15.27 (5.14) -- -- -- -- -- --
Putnam OTC & Emerging Growth -- Class A
(Division 27)......................... 142.61 7.82 (2.07) (10.39) -- -- -- -- -- --
Scudder Growth and Income (Division
21)(3)................................ 59.45 51.42 43.92 11.58 -- -- -- -- -- --
T. Rowe Price Small Cap Stock (Division
51)................................... 28.64 13.29 -- -- -- -- -- -- -- --
Templeton Foreign -- Class A (Division
32)(4)................................ 48.99 7.48 13.89 7.68 -- -- -- -- -- --
Vanguard LifeStrategy Conservative
Growth (Division 54).................. 14.90 7.73 -- -- -- -- -- -- -- --
Vanguard LifeStrategy Growth (Division
52)................................... 34.79 16.15 -- -- -- -- -- -- -- --
Vanguard LifeStrategy Moderate Growth
(Division 53)......................... 24.54 12.41 -- -- -- -- -- -- -- --
Vanguard Long-Term Corporate (Division
22)***................................ 18.76 27.73 17.98 4.85 -- -- -- -- -- --
Vanguard Long-Term Treasury (Division
23)***................................ 19.96 32.45 18.21 4.94 -- -- -- -- -- --
Vanguard Wellington (Division 25)....... 53.89 48.94 34.33 10.25 -- -- -- -- -- --
Vanguard Windsor II (Division 24)....... 57.59 69.05 46.83 12.17 -- -- -- -- -- --
</TABLE>

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

* For the periods prior to September 22, 1998, for all Divisions other than
Divisions 55-57, the Annual and Cumulative Change in Purchase Unit Value
figures are based on the average and cumulative changes in Purchase Unit
Value for the stated period in a corresponding Division of Separate Account
A for a different Contract offered by the Company and have been restated to
take into account the fees and charges under Portfolio Director Plus other
than the surrender charge and account maintenance fee. The Contracts
offered by this prospectus became available for purchase on September 22,
1998. For Divisions 55-57, the Contracts offered by this prospectus became
available for purchase on January 4, 1999.

** For the year in which the underlying Division commenced operations, less
than a full year's performance has been reflected, which is not annualized.

*** The performance figures in the Table do not take into account the Separate
Account Reimbursement made by the Company directly to those Divisions. If
such reimbursements were included, the performance figures for the
Divisions would be higher.

**** On October 1, 1991, the Fund underlying the AGSPC MidCap Index Division
changed its name from the Capital Accumulation Fund to the MidCap Index
Fund and amended its investment objective, investment program and
investment restrictions accordingly. The performance figures for the AGSPC
MidCap Index Division reflect the performance of the MidCap Index Fund
since October 1, 1991.

42
<PAGE> 47
TABLE VII -- (CONTINUED)

ANNUAL AND CUMULATIVE CHANGE IN PURCHASE UNIT VALUE*
WITH NO SURRENDER CHARGE OR ACCOUNT MAINTENANCE FEE IMPOSED
(PERIOD FROM SEPARATE ACCOUNT DIVISION INCEPTION)

(1) Effective May 1, 2000 the Templeton Asset Allocation Fund (previously
offered under the Contract) merged with the Templeton Global Asset
Allocation Fund. At the same time as the merger, the Templeton Asset
Allocation Fund changed its name to the Templeton Asset Strategy Fund.
Also, effective with this merger, the Templeton Asset Allocation Fund
Division 19 was renamed the Templeton Asset Strategy Fund Division 19.
Accordingly, the performance figures for the Division through December 31,
1999, reflect the actual historical performance of the Templeton Asset
Allocation Fund Division 19.

(3) The Scudder Growth and Income Fund adopted its current name and objective
on November 13, 1984. Its predecessor commenced operations on May 31, 1929.

(4) On January 1, 1993, the Templeton Foreign Fund -- Class A implemented a
Rule 12b-1 plan, which affects subsequent performance. VALIC Separate
Account A purchases shares of this fund at net asset value and without
sales charges generally applicable to Class A shares.

43
<PAGE> 48

TABLE VIII

ANNUAL AND CUMULATIVE CHANGE IN PURCHASE UNIT VALUE*
WITH NO SURRENDER CHARGE OR ACCOUNT MAINTENANCE FEE IMPOSED
(PERIOD FROM UNDERLYING FUND INCEPTION)
<TABLE>
<CAPTION>
ANNUAL CHANGE IN PURCHASE UNIT VALUE FOR THE 12 MONTHS ENDED DECEMBER 31**
--------------------------------------------------------
FUND AND DIVISION 1999 1998 1997 1996 1995
- --------------------------------------- ------- ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
AGSPC Growth (Division 15)............. 6.54% 17.19% 20.01% 18.39% 46.60%
AGSPC Growth & Income (Division 16).... 21.85 13.64 22.81 22.30 30.75
AGSPC Science & Technology (Division
17).................................. 99.35 40.99 1.76 12.89 60.26
American Century Ultra (Division 31)... 40.28 33.41 21.95 12.63 36.43
Dreyfus Founders Growth (Division
30).................................. 37.92 24.01 25.46 15.56 44.37
Dreyfus Variable Investment Fund
-- Small Cap Portfolio (Division
18).................................. 22.05 (4.32) 15.58 15.34 27.98
Evergreen Growth and Income Fund
(Division 56)........................ 13.52 4.09 29.90 22.53 31.65
Evergreen Small Cap Equity Income Fund
(Division 55)........................ (0.25) (10.29) 32.30 21.05 27.86
Evergreen Value Fund (Division 57)..... 3.62 8.64 24.74 17.98 30.78
Franklin Templeton Variable Insurance
Products Trust
Templeton Asset Strategy (Division
19)(1)............................. 21.61 5.28 14.28 17.60 21.22
Templeton International Securities
(Division 20)(2)................... 22.34 8.17 12.74 22.71 14.54
Neuberger Berman Guardian Trust
(Division 29)........................ 7.57 1.55 16.86 16.74 30.89
Putnam Global Growth (Division 28)..... 63.32 27.73 12.41 15.57 13.89
Putnam New Opportunities (Division
26).................................. 68.25 23.37 21.51 9.90 45.05
Putnam OTC & Emerging Growth (Division
27).................................. 125.02 10.10 9.29 3.73 54.62
Scudder Growth and Income (Division
21)(3)............................... 5.30 5.21 28.99 20.82 29.75
T. Rowe Price Small Cap Stock (Division
51).................................. 13.55 (4.56) 27.48 19.79 32.47
Templeton Foreign (Division 32)(4)..... 38.62 (5.63) 5.77 16.94 10.27
Vanguard LifeStrategy Conservative
Growth (Division 54)................. 6.65 14.56 15.59 9.20 23.06
Vanguard LifeStrategy Growth (Division
52).................................. 16.05 20.00 21.00 14.21 27.91
Vanguard LifeStrategy Moderate Growth
(Division 53)........................ 10.79 17.65 18.52 11.53 26.62
Vanguard Long-Term Corporate (Division
22)****.............................. (7.02) 8.26 12.52 (0.52) 25.03
Vanguard Long-Term Treasury (Division
23)***............................... (9.43) 10.03 13.49 (2.88) 28.70
Vanguard Wellington (Division 25)...... 3.32 10.87 21.85 14.89 31.48
Vanguard Windsor II (Division 24)...... (6.78) 15.13 30.90 22.75 37.31

<CAPTION>
ANNUAL CHANGE IN PURCHASE UNIT VALUE FOR THE 12 MONTHS ENDED DECEMBER 31**
------------------------------------------------------
FUND AND DIVISION 1994 1993 1992 1991 1990
- --------------------------------------- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
AGSPC Growth (Division 15)............. 0.32% -- -- -- --
AGSPC Growth & Income (Division 16).... (0.55) -- -- -- --
AGSPC Science & Technology (Division
17).................................. 24.89 -- -- -- --
American Century Ultra (Division 31)... (4.43) 20.74 0.40 84.68 8.42
Dreyfus Founders Growth (Division
30).................................. (4.09) 24.51 3.42 46.15 (11.28)
Dreyfus Variable Investment Fund
-- Small Cap Portfolio (Division
18).................................. 6.53 66.50 69.44 156.87 1.74
Evergreen Growth and Income Fund
(Division 56)........................ -- -- -- -- --
Evergreen Small Cap Equity Income Fund
(Division 55)........................ -- -- -- -- --
Evergreen Value Fund (Division 57)..... 1.05 8.44 7.06 24.12 (4.21)
Franklin Templeton Variable Insurance
Products Trust
Templeton Asset Strategy (Division
19)(1)............................. (4.04) 24.79 6.95 26.34 (8.94)
Templeton International Securities
(Division 20)(2)................... (3.29) 45.71 (6.75) -- --
Neuberger Berman Guardian Trust
(Division 29)........................ 0.73 6.99 -- -- --
Putnam Global Growth (Division 28)..... (1.63) 30.75 (0.55) 17.02 (9.89)
Putnam New Opportunities (Division
26).................................. 2.50 31.60 24.57 66.09 10.47
Putnam OTC & Emerging Growth (Division
27).................................. 1.44 30.96 11.78 39.66 (10.52)
Scudder Growth and Income (Division
21)(3)............................... 1.53 14.37 8.40 26.78 (3.33)
T. Rowe Price Small Cap Stock (Division
51).................................. (0.97) 17.17 12.71 37.18 (21.33)
Templeton Foreign (Division 32)(4)..... (0.43) 35.67 (0.69) 17.31 (3.76)
Vanguard LifeStrategy Conservative
Growth (Division 54)................. (0.17) -- -- -- --
Vanguard LifeStrategy Growth (Division
52).................................. (0.37) -- -- -- --
Vanguard LifeStrategy Moderate Growth
(Division 53)........................ (0.96) -- -- -- --
Vanguard Long-Term Corporate (Division
22)****.............................. (6.26) 13.28 8.62 19.61 5.10
Vanguard Long-Term Treasury (Division
23)***............................... (7.98) 15.55 6.27 16.18 4.68
Vanguard Wellington (Division 25)...... 1.51 12.32 6.78 22.32 (3.80)
Vanguard Windsor II (Division 24)...... (2.19) 12.40 10.80 27.30 (10.89)
</TABLE>

44
<PAGE> 49
TABLE VIII -- (CONTINUED)

ANNUAL AND CUMULATIVE CHANGE IN PURCHASE UNIT VALUE*
WITH NO SURRENDER CHARGE OR ACCOUNT MAINTENANCE FEE IMPOSED
(PERIOD FROM UNDERLYING FUND INCEPTION)
<TABLE>
<CAPTION>
CUMULATIVE CHANGE IN PURCHASE UNIT VALUE FOR EACH PERIOD END SINCE DECEMBER 31, 1989**
--------------------------------------------------------
FUND AND DIVISION 1999 1998 1997 1996 1995
- --------------------------------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
AGSPC Growth (Division 15)....... 160.85% 144.84% 108.93% 74.10% 47.06%
AGSPC Growth & Income (Division
16)............................ 170.44 121.94 95.30 59.03 30.03
AGSPC Science & Technology
(Division 17).................. 546.27 224.18 129.94 125.96 100.16
American Century Ultra (Division
31)............................ 713.67 480.01 334.75 256.50 216.52
Dreyfus Founders Growth (Division
30)............................ 473.17 315.60 235.13 167.12 131.16
Dreyfus Variable Investment
Fund -- Small Cap Portfolio
(Division 18).................. 1,464.91 1,182.22 1,240.05 1,059.43 905.21
Evergreen Growth and Income --
Class A (Division 56).......... 147.60 118.11 109.54 61.31 31.65
Evergreen Small Cap Value --
Class A (Division 55).......... 83.23 83.69 104.77 54.78 27.86
Evergreen Value -- Class A
(Division 57).................. 202.19 191.63 168.45 115.21 82.41
Franklin Templeton Variable
Insurance Products Trust
Templeton Asset Strategy --
Class 1 (Division 19)(1)..... 207.31 152.70 140.02 110.04 78.60
Templeton International
Securities -- Class 1
(Division 20)(2)............. 175.56 125.24 108.23 84.69 50.52
Neuberger Berman Guardian Trust
(Division 29).................. 110.22 95.42 92.45 64.68 41.06
Putnam Global Growth -- Class A
(Division 28).................. 316.29 154.89 99.55 77.52 53.61
Putnam New Opportunities -- Class
A (Division 26)................ 1,139.69 636.82 497.26 391.52 347.23
Putnam OTC & Emerging Growth --
Class A (Division 27).......... 705.86 258.13 225.29 197.63 186.93
Scudder Growth and Income
(Division 21)(3)............... 245.57 228.16 211.92 141.83 100.15
T. Rowe Price Small Cap Stock
(Division 51).................. 209.46 172.53 185.55 123.99 86.98
Templeton Foreign -- Class A
(Division 32)(4)............... 170.23 94.95 106.57 95.31 67.01
Vanguard LifeStrategy
Conservative Growth (Division
54)............................ 89.47 77.66 55.07 34.15 22.85
Vanguard LifeStrategy Growth
(Division 52).................. 145.23 111.31 76.10 45.54 27.44
Vanguard LifeStrategy Moderate
Growth (Division 53)........... 116.08 95.03 65.77 39.86 25.40
Vanguard Long-Term Corporate
(Division 22)***............... 104.25 119.67 102.91 80.33 81.28
Vanguard Long-Term Treasury
(Division 23)***............... 96.34 116.77 93.47 71.75 76.85
Vanguard Wellington (Division
25)............................ 193.04 183.63 155.81 109.94 82.74
Vanguard Windsor II (Division
24)............................ 227.24 251.03 204.89 132.92 89.75

<CAPTION>
CUMULATIVE CHANGE IN PURCHASE UNIT VALUE FOR EACH PERIOD END SINCE DECEMBER 31, 1989**
----------------------------------------------------
FUND AND DIVISION 1994 1993 1992 1991 1990
- --------------------------------- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
AGSPC Growth (Division 15)....... 0.32% -- -- -- --
AGSPC Growth & Income (Division
16)............................ (0.55) -- -- -- --
AGSPC Science & Technology
(Division 17).................. 24.89 -- -- -- --
American Century Ultra (Division
31)............................ 131.99 142.74 101.04 100.23 8.42
Dreyfus Founders Growth (Division
30)............................ 60.12 66.95 34.09 29.66 (11.28)
Dreyfus Variable Investment
Fund -- Small Cap Portfolio
(Division 18).................. 685.44 637.32 342.83 161.35 1.74
Evergreen Growth and Income --
Class A (Division 56).......... -- -- -- -- --
Evergreen Small Cap Value --
Class A (Division 55).......... -- -- -- -- --
Evergreen Value -- Class A
(Division 57).................. 39.48 38.04 27.29 18.90 (4.21)
Franklin Templeton Variable
Insurance Products Trust
Templeton Asset Strategy --
Class 1 (Division 19)(1)..... 47.34 53.54 23.04 15.05 (8.94)
Templeton International
Securities -- Class 1
(Division 20)(2)............. 31.41 35.87 (6.75) -- --
Neuberger Berman Guardian Trust
(Division 29).................. 7.77 6.99 -- -- --
Putnam Global Growth -- Class A
(Division 28).................. 34.88 37.11 4.86 5.44 (9.89)
Putnam New Opportunities -- Class
A (Division 26)................ 208.32 200.79 128.57 83.48 10.47
Putnam OTC & Emerging Growth --
Class A (Division 27).......... 85.57 82.94 39.69 24.97 (10.52)
Scudder Growth and Income
(Division 21)(3)............... 54.26 51.93 32.85 22.56 (3.33)
T. Rowe Price Small Cap Stock
(Division 51).................. 41.15 42.53 21.64 7.92 (21.33)
Templeton Foreign -- Class A
(Division 32)(4)............... 51.45 52.11 12.12 12.90 (3.76)
Vanguard LifeStrategy
Conservative Growth (Division
54)............................ (0.17) -- -- -- --
Vanguard LifeStrategy Growth
(Division 52).................. (0.37) -- -- -- --
Vanguard LifeStrategy Moderate
Growth (Division 53)........... (0.96) -- -- -- --
Vanguard Long-Term Corporate
(Division 22)***............... 44.99 54.67 36.54 25.71 5.10
Vanguard Long-Term Treasury
(Division 23)***............... 37.42 49.34 29.24 21.61 4.68
Vanguard Wellington (Division
25)............................ 38.99 41.13 25.65 17.67 (3.80)
Vanguard Windsor II (Division
24)............................ 38.19 41.28 25.69 13.44 (10.89)
</TABLE>

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

Divisions with an identical inception date as the underlying Funds' inception
date are not reflected in this Table. See preceding Table.

* The Table reflects actual historical performance of the related Separate
Account Divisions 15-20 since inception of each Division (July 11, 1994) and
hypothetical performance for periods prior to July 11, 1994 based on
investment in a hypothetical Contract. The Table reflects actual historical
performance of the related Separate Account Divisions 21-32 since inception
of each Division (July 1, 1996) and hypothetical performance for the periods
prior to July 1, 1996 based on investment in a hypothetical Contract. The
Table reflects actual historical performance of the related Separate Account
Divisions 51-54 since inception of each Division (September 22, 1998) and
hypothetical performance for periods prior to September 22, 1998 based on
investment in a hypothetical Contract. The Table reflects actual historical
performance of the related Separate Account Divisions 55-57 since inception
of each Division (January 4, 1999) and hypothetical performance for periods
prior to January 4, 1999 based on investment in a hypothetical Contract.
Hypothetical performance is based on the actual performance of the underlying
Fund reduced by Separate Account fees that would have been incurred during
the hypothetical period.

** For the year in which the underlying Fund commenced operations, less than a
full year's performance has been reflected, which is not annualized.

(1) Effective May 1, 2000 the Templeton Asset Allocation Fund (previously
offered under the Contract) merged with the Templeton Global Asset
Allocation Fund. At the same time as the merger, the Templeton Asset
Allocation Fund changed its name to the Templeton Asset Strategy Fund.
Accordingly, the performance figures in the Table for the Fund through
December 31, 1999, reflect the historical performance and inception date of
the Templeton Asset Allocation Fund.

(2) Effective May 1, 2000 the Templeton International Fund (previously offered
under the Contract) merged with the Templeton International Equity Fund. At
the same time as the merger, the Templeton International Fund changed its
name to the Templeton International Securities Fund. Accordingly, the
performance figures in the Table for the Fund through December 31, 1999,
reflect the historical performance and inception date of the Templeton
International Fund.

(3) The Scudder Growth and Income Fund adopted its current name and objective on
November 13, 1984. Its predecessor commenced operations on May 31, 1929.

45
<PAGE> 50

OTHER CONTRACT FEATURES
- --------------------------------------------------------------------------------

CHANGES THAT MAY NOT BE MADE

The following terms in Portfolio Director Plus 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 Act, in consideration of an investment management fee or in any other
form permitted by law;

- Deregister VALIC Separate Account A under the 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 Plus 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.

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

46
<PAGE> 51
- --------------------------------------------------------------------------------

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
Plus 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 Plus
may have a number of shareholders including VALIC Separate Account A, VALIC's
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 Separate Account A 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.

FEDERAL TAX MATTERS
- --------------------------------------------------------------------------------

Portfolio Director Plus 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, as a Section 408(b) Individual
Retirement Annuity ("IRA"), or is instead a nonqualified Contract. Portfolio
Director Plus 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), 403(a) and 401(k) qualified plans of for-profit employers
and other employers (including self-employed individuals);

- Section 408(b) IRAs;

- Section 457 deferred compensation plans of governmental and tax-exempt
employers;

- Section 408(k) SEPs of employers;

- Section 408(p) SIMPLE retirement accounts.

The foregoing Contracts are "Qualified Contracts." Certain series of Portfolio
Director Plus may also be available through a nondeductible Section 408A "Roth"
individual retirement annuity ("Roth IRA").

Note that the specific terms of the governing employer plan may limit rights and
options otherwise available under a Contract.

In addition, Portfolio Director Plus is also available through "Non-Qualified
Contracts." Such Non-Qualified Contracts generally include unfunded,
nonqualified deferred compensation plans of corporate employers as well as
individual annuity contracts issued to individuals outside of the context of any
formal employer or employee retirement plan or arrangement. Non-Qualified
Contracts generally may invest only in mutual

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.

47
<PAGE> 52
- --------------------------------------------------------------------------------

funds which are not available to the general public outside of annuity contracts
or life insurance contracts.

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 Plus 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.

Transfers among investment options within a variable annuity contract generally
are not taxed at the time of such a transfer. However, in 1986 the Internal
Revenue Service (IRS) indicated that limitations might be imposed with respect
to either the number of investment options available within a contract, or the
frequency of transfers between investment options, or both, in order for the
contract to be treated as an annuity contract for federal income tax purposes.
If imposed, VALIC can provide no assurance that such limitations would not be
imposed on a retroactive basis to contracts issued under this prospectus.
However, VALIC has no present indications that the IRS intends to impose such
limitations, or what the terms or scope of those limitations might be. In
addition, based upon published guides issued by the IRS in 1999, it appears
likely that such limitations, if imposed, would only apply to Non-Qualified
Contracts.

Distributions are taxed differently depending on the program through which
Portfolio Director Plus is offered and the previous tax characterization of the
contributions to which the distribution relates. Generally, the portion of a
distribution which is not considered a return of investment in the Contract is
subject to income tax. For annuity payments, investment in the contract is
recovered ratably over the expected payout period. Special recovery rules might
apply in certain situations.

Amounts subject to income tax may also incur excise or penalty taxes, 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 1999, the IRS confirmed this opinion,
reversing its previous position by modifying a contrary ruling it had issued in
1981.

In its ruling in 1981, the 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 was
superseded by subsequent legislation (Code Section 817(h)) which specifically
exempts these Qualified Contracts, and the IRS had no viable legal basis or
reason to apply the theory of the 1981 ruling to these Qualified Contracts under
current law.

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
how ownership of the Mutual Fund shares might be imputed for federal income tax
purposes.

Investment earnings on contributions to Non-Qualified Contracts which are not
owned by natural persons 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 Plus 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.

48
<PAGE> 53
- --------------------------------------------------------------------------------

THE POWER OF TAX-DEFERRED GROWTH

10 YEARS 20 YEARS 30 YEARS
--------- --------- ---------
<S> <C> <C> <C>
CONVENTIONAL SAVINGS $ 16,122 $ 44,347 $ 93,761

NONQUALIFIED CONTRACT $ 18,128 $ 57,266 $ 141,761
TAX-DEFERRED ANNUITY

TAX-DEFERRED ANNUITY $ 25,178 $ 79,536 $ 196,891
</TABLE>

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. Variable options
incur mortality and expense risk fee charges and may also incur account
maintenance fees and surrender charges. The chart does not reflect the deduction
of any such fees. 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 generally 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 after-tax 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 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 reduces the actual amount saved in the conventional
savings account to $1,800 while the full $2,500 is contributed to 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.

49
<PAGE> 54

YEAR 2000
- --------------------------------------------------------------------------------

As of March 10, 2000, all of our ultimate parent, American General Corporation's
("AGC") major technology systems, programs, and applications, including those
which rely on third parties, are operating smoothly following our transition
into 2000. We have experienced no interruptions to normal business operations,
including the processing of customer account data and transactions. We will
continue to monitor our technology systems, including critical third party
dependencies, as necessary to maintain our Year 2000 readiness. We do not expect
any future disruptions, if they occur, to have a material effect on the
company's results of operations, liquidity, or financial condition.

Through December 31, 1999, AGC incurred and expensed pretax costs of $98 million
related to Year 2000 readiness, including $18 million in 1999 and $65 million in
1998. In 1999, Year 2000 readiness expenses were included in division earnings.
The 1998 expenses were excluded from division earnings, consistent with the
manner in which we reviewed division results. In addition, we accelerated the
planned replacement of certain systems as part of our Year 2000 plans. The cost
of these replacement systems was immaterial. We do not anticipate incurring any
significant costs in the future to maintain Year 2000 readiness.

50
<PAGE> 55

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 or to the Home Office at the following address: VALIC, Client
Service A3-01, 2929 Allen Parkway, Houston, TX 77019.
</TABLE>
<PAGE> 56

CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
General Information................................. 4
Marketing Information........................... 4
Endorsements and Published Ratings.............. 5
Types of Variable Annuity Contracts................. 6
Federal Tax Matters................................. 6
Tax Consequences of Purchase Payments........... 6
Tax Consequences of Distributions............... 8
Special Tax Consequences -- Early
Distribution.................................. 9
Special Tax Consequences -- Required
Distributions................................. 10
Tax Free Rollovers, Transfers and Exchanges..... 11
Exchange Privilege.................................. 11
Exchanges From Portfolio Director............... 12
Exchanges From Portfolio Director 2............. 12
Exchanges From Independence Plus Contracts...... 13
Exchanges From V-Plan Contracts................. 14
Exchanges From SA-1 and SA-2 Contracts.......... 15
Exchanges From Impact Contracts................. 16
Exchanges From Compounder Contracts............. 17
Information Which May Be Applicable To Any
Exchange...................................... 18
Calculation of Surrender Charge..................... 19
Illustration of Surrender Charge on Total
Surrender..................................... 19
Illustration of Surrender Charge on a 10%
Partial Surrender Followed by a Full
Surrender..................................... 19
Purchase Unit Value................................. 20
Illustration of Calculation of Purchase Unit
Value......................................... 20
Illustration of Purchase of Purchase Units...... 20
Performance Calculations............................ 20
AGSPC Money Market and American General Money
Market Divisions Yields....................... 20
Calculation of Current Yield for AGSPC Money
Market Division Six........................... 20
Calculation of Current Yield for American
General Money Market Division 44.............. 20
Illustration of Calculation of Current Yield for
AGSPC Money Market Division Six and American
General Money Market Division 44.............. 20
Calculation of Effective Yield for AGSPC Money
Market Division Six........................... 21
Calculation of Effective Yield for American
General Money Market Division 44.............. 21
Illustration of Calculation of Effective Yield
for AGSPC Money Market Division Six and
American General Money Market Division 44..... 21
Standardized Yield for Bond Fund Divisions...... 21
Calculation of Standardized Yield for Bond Fund
Divisions..................................... 21
Illustration of Calculation of Standardized
Yield for Bond Fund Divisions................. 21
Calculation of Average Annual Total Return...... 22
Calculation of MVA Option....................... 22
Performance Information............................. 23
Hypothetical $10,000 Account Value and
Cumulative Return as Compared to Benchmark
Tables........................................ 23
Performance Compared to Market Indices.......... 23
AGSPC Asset Allocation Division Five............ 27
AGSPC Capital Conservation Division Seven....... 28
AGSPC Government Securities Division Eight...... 28
AGSPC Growth Division Fifteen................... 29
AGSPC Growth & Income Division Sixteen.......... 29
AGSPC International Equities Division Eleven.... 30
AGSPC International Government Bond Division
Thirteen...................................... 31
AGSPC MidCap Index Division Four................ 31
AGSPC Money Market Division Six................. 32
AGSPC Science & Technology Division Seventeen... 33
AGSPC Small Cap Index Division Fourteen......... 33
AGSPC Social Awareness Division Twelve.......... 34
</TABLE>

<TABLE>
<CAPTION>
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<S> <C>
AGSPC Stock Index Division Ten.................. 35
American Century Ultra Division Thirty-One...... 35
American General Balanced Division Forty-Two.... 36
American General Conservative Growth Lifestyle
Division Fifty................................ 36
American General Core Bond Division
Fifty-Eight................................... 37
American General Domestic Bond Division
Forty-Three................................... 38
American General Growth Lifestyle Division
Forty-Eight................................... 38
American General High Yield Bond Division
Sixty......................................... 39
American General International Growth Division
Thirty-Three.................................. 39
American General International Value Division
Thirty-Four................................... 40
American General Large Cap Growth Division
Thirty-Nine................................... 40
American General Large Cap Value Division
Forty......................................... 41
American General Mid Cap Growth Division Thirty-
Seven......................................... 41
American General Mid Cap Value Division Thirty-
Eight......................................... 42
American General Moderate Growth Lifestyle
Division Forty-Nine........................... 42
American General Money Market Division
Forty-Four.................................... 43
American General Small Cap Growth Division
Thirty-Five................................... 43
American General Small Cap Value Division
Thirty-Six.................................... 44
American General Socially Responsible Division
Forty-One..................................... 44
American General Strategic Bond Division
Fifty-Nine.................................... 45
Dreyfus Founders Growth Division Thirty......... 45
Dreyfus Variable Investment Fund -- Small Cap
Portfolio Division Eighteen................... 46
Evergreen Growth and Income Division
Fifty-Six..................................... 47
Evergreen Small Cap Value Division Fifty-Five... 47
Evergreen Value Division Fifty-Seven............ 48
Neuberger Berman Guardian Trust Division
Twenty-Nine................................... 48
Putnam Global Growth-Class A Division
Twenty-Eight.................................. 49
Putnam New Opportunities-Class A Division
Twenty-Six.................................... 50
Putnam OTC & Emerging Growth-Class A Division
Twenty-Seven.................................. 50
Scudder Growth and Income Division Twenty-One... 51
T. Rowe Price Small-Cap Stock Division
Fifty-One..................................... 52
Templeton Asset Strategy Division Nineteen...... 52
Templeton Foreign Division Thirty-Two........... 53
Templeton International Securities Division
Twenty........................................ 54
Vanguard LifeStrategy Conservative Growth
Division Fifty-Four........................... 54
Vanguard LifeStrategy Growth Division
Fifty-Two..................................... 55
Vanguard LifeStrategy Moderate Growth Division
Fifty-Three................................... 56
Vanguard Long-Term Corporate Division
Twenty-Two.................................... 56
Vanguard Long-Term Treasury Division
Twenty-Three.................................. 57
Vanguard Wellington Division Twenty-Five........ 58
Vanguard Windsor II Division Twenty-Four........ 59
Payout Payments..................................... 60
Assumed Investment Rate......................... 60
Amount of Payout Payments....................... 60
Payout Unit Value............................... 60
Illustration of Calculation of Payout Unit
Value......................................... 61
Illustration of Payout Payments................. 61
Distribution of Variable Annuity Contracts.......... 62
Experts............................................. 62
Comments on Financial Statements.................... 62
</TABLE>
<PAGE> 57

Please tear off, complete and return the form below to one of our Regional
Offices. 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
Plus).

(Please Print or Type)

<TABLE>
<S> <C>
Name: ---------------------------------------------------- G.A. # ---------------------------------------------------
Address: -------------------------------------------------- Policy # --------------------------------------------------
- -----------------------------------------------------------
Social Security Number: --------------------------------
</TABLE>
<PAGE> 58

THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
2929 ALLEN PARKWAY, HOUSTON, TEXAS 77019
1-800-44-VALIC
FOR UNIT VALUE INFORMATION CALL: 1-800-42-VALIC & TDD 1-800-24-VALIC
FOR ASSET TRANSFERS BY TELEPHONE CALL: 1-800-621-7792
TDD 1-800-35-VALIC
EASYACCESS 1-800-42-VALIC
TDD EASYACCESS 1-800-24-VALIC

AMERICAN GENERAL LOGO]

The Variable Annuity Life
Insurance Company
is a member of American
General Financial Group.
American General
Financial Group is the
marketing
name for American General
Corporation and its
subsidiaries.
(C)The Variable Annuity
Life Insurance Company,
Houston, Texas
VA 10855-20 REV 5/00