VARIABLE ACCOUNT II AIG LIFE INSURANCE CO
497, 1996-05-31
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<PAGE>
                                   PROSPECTUS
          FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICIES
 
                              VARIABLE ACCOUNT II
 
                                       OF
 
                           AIG LIFE INSURANCE COMPANY
                         ONE ALICO PLAZA, P.O. BOX 8718
                              WILMINGTON, DE 19899
                            TELEPHONE (800) 340-2765
 
    This  prospectus describes an individual flexible premium variable universal
life insurance  Policy (the  "Policy")  offered by  AIG Life  Insurance  Company
("Company").  The Policy is designed to provide lifetime insurance protection on
the Insured named in the Policy and at the same time provide flexibility to vary
the amount and timing  of Premiums and  to change the  amount of Death  Benefits
payable  under the Policy.  This flexibility allows you  to provide for changing
insurance needs under a single insurance Policy.
 
   
    You also have the  opportunity to allocate Net  Premiums and Policy  Account
Value to one or more subaccounts of Variable Account II (the "Separate Account")
and  the Company's  general account  (the "Guaranteed  Account"), within limits.
This prospectus  generally describes  only that  portion of  the Policy  Account
Value  allocated to the Separate Account. For  a brief summary of the Guaranteed
Account, see "The Guaranteed Account," page 17
    
 
   
    The assets  of each  subaccount are  invested in  a corresponding  portfolio
(each  a  "Fund") as  selected  by the  Owner  from the  following  choices: the
Conservative Investors Portfolio, Growth Investors Portfolio, Growth  Portfolio,
or  Growth and Income Portfolio, of  the ALLIANCE VARIABLE PRODUCTS SERIES FUND,
INC. ("Alliance Funds"); High Income  Portfolio, Growth Portfolio, Money  Market
Portfolio, or Overseas Portfolio, of the FIDELITY INVESTMENTS VARIABLE INSURANCE
PRODUCTS  FUND ("Fidelity Fund") and the Asset Manager Portfolio, and Investment
Grade Bond Portfolio  of the  FIDELITY INVESTMENTS  VARIABLE INSURANCE  PRODUCTS
FUND  II ("Fidelity  Fund II");  the Zero Coupon  2000 Portfolio  of the DREYFUS
VARIABLE INVESTMENT  FUND  ("Dreyfus  Fund"); the  Gold  and  Natural  Resources
Portfolio,  and the Worldwide Balanced Portfolio of the VAN ECK INVESTMENT TRUST
("Van Eck Funds"); the  Short-Term Retirement Portfolio, Medium-Term  Retirement
Portfolio or the Long-Term Retirement Portfolio of the TOMORROW FUNDS RETIREMENT
TRUST ("Tomorrow Funds"); or the DREYFUS STOCK INDEX FUND.
    
    The  accompanying prospectuses  for Alliance Funds,  Fidelity Fund, Fidelity
Fund II, Dreyfus  Fund, Dreyfus  Stock Index Fund,  Tomorrow Funds  and Van  Eck
Funds  describe their respective portfolios, including the risks of investing in
the Funds, and provide other information on the Funds and on their managers.
 
    The Policy provides for a Net Cash  Surrender Value that can be obtained  by
surrendering  the  Policy.  Because  this  value  is  based  on  the  investment
performance of the  subaccounts, to the  extent of allocations  to the  Separate
Account,  there  is no  guaranteed Net  Cash  Surrender Value.  If the  Net Cash
Surrender Value is insufficient to cover  the charges due under the Policy,  the
Policy  will lapse without value. The Policy  also provides for Policy loans and
permits partial surrenders within limits.
 
    It may not be  advantageous to replace existing  insurance with the  Policy.
Within certain limits, you may return the Policy or exchange it for another life
insurance Policy with benefits that do not vary with the investment results of a
separate account.
 
   
    A Policy may be returned according to the terms of its Period to Examine and
Cancel  (see "Period to Examine and Cancel Policy, " page 14), during which time
Net Premium payments allocated to the  Separate Account will be invested in  the
Money Market subaccount.
    
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
     EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED ON THE ACCURACY OR
          ADEQUACY  OF  THIS  PROSPECTUS.  ANY  REPRESENTATION  TO THE
                              CONTRARY IS A CRIMINAL OFFENSE.
    THIS PROSPECTUS IS VALID ONLY WHEN  ACCOMPANIED BY OR PRECEDED BY A  CURRENT
PROSPECTUS  FOR EACH  OF THE  ALLIANCE FUNDS,  FIDELITY FUND,  FIDELITY FUND II,
DREYFUS FUND, DREYFUS STOCK  INDEX FUND, TOMORROW FUNDS,  AND VAN ECK FUNDS,  AS
IDENTIFIED ABOVE.
    THIS PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE.
 
                                                 Date of Prospectus: May 1, 1996
<PAGE>
                               TABLE OF CONTENTS
 
   
<TABLE>
<CAPTION>
                                                                                                                PAGE
                                                                                                                -----
<S>                                                                                                          <C>
DEFINITIONS OF TERMS.......................................................................................           3
SUMMARY OF THE POLICY......................................................................................           5
PERFORMANCE INFORMATION....................................................................................           7
GENERAL INFORMATION ABOUT THE COMPANY, THE SEPARATE ACCOUNT AND THE FUNDS..................................           8
PREMIUMS AND ALLOCATIONS...................................................................................          14
GUARANTEED ACCOUNT.........................................................................................          17
CHARGES AND DEDUCTIONS.....................................................................................          18
HOW YOUR POLICY ACCOUNT VALUES VARY........................................................................          23
DEATH BENEFIT AND CHANGES IN FACE AMOUNT...................................................................          24
CASH BENEFITS..............................................................................................          26
ILLUSTRATIONS OF POLICY VALUES, NET CASH SURRENDER VALUES, DEATH BENEFITS AND ACCUMULATED PREMIUMS.........          29
OTHER POLICY BENEFITS AND PROVISIONS.......................................................................          36
TAX CONSIDERATIONS.........................................................................................          37
SUPPLEMENTAL BENEFITS AND RIDERS...........................................................................          42
MANAGEMENT OF THE COMPANY..................................................................................          43
DISTRIBUTION OF POLICY.....................................................................................          44
STATE REGULATIONS..........................................................................................          44
LEGAL PROCEEDINGS..........................................................................................          45
EXPERTS....................................................................................................          45
LEGAL OPINIONS.............................................................................................          45
FINANCIAL STATEMENTS.......................................................................................          45
APPENDICES.................................................................................................         A-1
</TABLE>
    
 
                                       2
<PAGE>
                              DEFINITIONS OF TERMS
 
ADMINISTRATIVE OFFICE -- One Alico Plaza, Wilmington, DE 19801
 
ALLOCATION DATE -- The first business day after the Free Look Period expires.
 
ATTAINED  AGE -- The  Insured's age on the  Policy Date plus  the number of full
years since the Policy Date.
 
BENEFICIARY -- The person(s)  who is entitled to  the Insurance Benefit of  this
Policy.
 
CASH  SURRENDER  VALUE --  Policy Account  Value  less any  applicable surrender
charge that would be deducted upon surrender.
 
COMPANY, WE, OUR, US -- AIG Life Insurance Company
 
DEATH BENEFIT -- The amount of money  payable to the Beneficiary if the  Insured
dies  while the  Policy is  in force.  The calculation  of the  Death Benefit is
described on page   .
 
FACE AMOUNT -- The amount of insurance specified by the Owner and from which the
Death Benefit will be determined. The initial Face Amount is shown in the Policy
Application.
 
GRACE PERIOD -- The period of time following a Monthly Anniversary during  which
this  Policy will continue  in force while  the Net Cash  Surrender Value is not
sufficient to cover the total monthly deduction then due.
 
GUARANTEED ACCOUNT -- An  account within the general  account which consists  of
all  of the Company's assets  other than the assets  of the Separate Account and
any other separate accounts of the Company.
 
INSURED -- The person whose life is covered by the Policy.
 
ISSUE DATE -- The  date the Policy is  issued. It may be  a later date than  the
Policy  Date if the initial Premium is received at Our Administrative Office and
invested before underwriting has been completed. Once issued, Policy coverage is
retroactive to the Policy Date. The Issue Date is used to measure contestability
periods. See page   .
 
MATURITY DATE -- The Policy anniversary following the Insured's attained age 99.
 
MONTHLY ANNIVERSARY  -- The  same day  as the  Policy Date  for each  succeeding
month.  If the Policy Date  is the 29th, 30th  or 31st of a  month, in any month
that has no such day,  the Monthly Anniversary is deemed  to be the last day  of
that month. The monthly deduction is deducted on each Monthly Anniversary.
 
NET CASH SURRENDER VALUE -- The Cash Surrender Value less any Outstanding Loans.
 
   
NET PREMIUM -- A premium less any expense charges deducted from the premium.
    
 
OUTSTANDING  LOAN -- The total amount  of Policy loans, including both principal
and accrued interest.
 
OWNER, YOU,  YOUR  -- The  person  who purchased  the  Policy as  shown  in  the
application,  unless  later changed.  The Owner  may be  someone other  than the
Insured.
 
PLANNED PERIODIC PREMIUM -- The premium designated at the time of application as
the amount planned to be paid at specific intervals until the maturity date.
 
POLICY -- This  Flexible Premium  Variable Life Insurance  contract between  AIG
Life Insurance Company and You.
 
POLICY  ACCOUNT  VALUE --  The total  amount  credited to  a Policy.  The Policy
Account Value is described on Page   .
 
POLICY ANNIVERSARY -- An anniversary of the Policy Date.
 
                                       3
<PAGE>
POLICY DATE -- The first date as  of which We have received the initial  Premium
and  an application in good order. If a Policy is issued, insurance is effective
as of the Policy Date.
 
   
POLICY LOAN ACCOUNT  -- The  portion of  the Policy  Account Value  held in  the
Guaranteed Account as collateral for Policy loans.
    
 
POLICY  MONTH -- The month commencing with the Policy Date and ending on the day
before the first Monthly Anniversary, or  any following month commencing with  a
Monthly Anniversary and ending on the day before the next Monthly Anniversary.
 
POLICY  YEAR -- The year  commencing with the Policy Date  and ending on the day
before the first  Policy Anniversary, or  any following year  commencing with  a
Policy Anniversary and ending on the day before the next Policy Anniversary.
 
PREMIUM  -- The total consideration paid by  You in exchange for Our obligations
under the  Policy. The  initial Premium  is due  on or  before delivery  of  the
Policy.
 
SEPARATE  ACCOUNT -- Variable  Account II, a separate  investment account of AIG
Life Insurance Company.
 
SUBACCOUNT -- A division of the Separate Account established to invest in shares
of a corresponding portfolio  of a fund that  is available for investment  under
the Policy.
 
VALUATION DATE -- Each day the New York Stock Exchange is open for business.
 
VALUATION  PERIOD -- A period  commencing with the close  of business on the New
York Stock Exchange on any particular day and ending at the close of business on
the New York Stock Exchange for the next succeeding Valuation Date.
 
                                       4
<PAGE>
                             SUMMARY OF THE POLICY
 
   
    This summary is intended to provide a brief overview of the more significant
aspects  of the Policy. Further detail is provided in this prospectus and in the
Policy. Unless the context indicates  otherwise, the discussion in this  summary
and  the  remainder of  the  prospectus relates  to  the portion  of  the Policy
involving the  Separate Account.  The Guaranteed  Account is  briefly  described
under THE GUARANTEED ACCOUNT, on page 17 and in the Policy.
    
 
PURPOSE OF THE POLICY
 
    The  Policy offers an Owner insurance protection  on the life of the Insured
through the  Maturity  Date  for  so  long as  the  Policy  is  in  force.  Like
traditional  life insurance,  the Policy provides  for an  initial death benefit
equal to its  Face Amount, accumulation  of cash value,  and surrender and  loan
privileges.  Unlike traditional  life insurance, the  Policy offers  a choice of
investment alternatives and an opportunity for the Policy Account Value and,  if
elected  by the Owner and under certain circumstances, its Death Benefit to grow
based on investment results. The Policy  is a flexible premium Policy, so  that,
unlike  many other  insurance policies  and subject  to certain  limitations, an
Owner may choose the amount and frequency of premium payments.
 
POLICY VALUES
    An Owner may  allocate Net  Premium payments among  the various  Subaccounts
that  comprise the Separate Account  and that invest in  the Dreyfus Stock Index
Fund, or  in corresponding  portfolios  of the  Alliance Funds,  Fidelity  Fund,
Fidelity  Fund II, Dreyfus Fund, Tomorrow Funds,  or Van Eck Funds. An Owner may
also allocate Net Premium payments to the Guaranteed Account.
 
    Depending on  the investment  experience of  the selected  Subaccounts,  the
Policy  Account Value may increase or decrease on any day. The Death Benefit may
or may not increase  or decrease depending upon  several factors, including  the
Death  Benefit Option  selected by  the Owner.  There is  no guarantee  that the
Policy Account  Value and  Death  Benefit will  increase.  The Owner  bears  the
investment  risk on that  portion of the  Net Premiums and  Policy Account Value
allocated to the Separate Account.
 
    The Policy will remain in force until the earliest of the Maturity Date, the
death of the Insured, or a full  surrender of the Policy, unless, before any  of
these  events, the Net Cash  Surrender Value is insufficient  to pay the current
monthly deduction  on a  Monthly Anniversary  Date and  a Grace  Period  expires
without sufficient additional premium payment or loan repayment by the Owner.
 
POLICY CHARGES
 
    There  are charges  and deductions which  the Company will  deduct from each
Policy. The deductions from Premium are the sales charge of 5% plus the specific
state and local premium tax  (a typical state premium tax  rate would be in  the
range of 2% to 2.5%).
 
   
    See CHARGES AND DEDUCTIONS, Page 18.
    
 
    On the Issue Date and each Monthly Anniversary, the following deductions are
made from the Policy Account Value:
 
        (a) administrative charges
 
        (b) insurance charges
 
        (c) supplemental benefit charges.
 
    The  monthly deduction is made from the Subaccounts pro rata on the basis of
the portion  of Policy  Account  Value in  each Subaccount.  The  administrative
charge varies by current Policy Face Amount. There is also an additional monthly
deduction  during the first Policy year  and the 12 months immediately following
an increase in Face Amount.
 
   
    See CHARGES AND DEDUCTIONS, Page 18.
    
 
                                       5
<PAGE>
    Deductions are  also  made on  a  daily basis  against  the assets  of  each
Subaccount.  Daily  charges calculated  at a  current annual  rate of  0.90% are
charged for mortality  and expense risks.  This charge may  be decreased to  not
less  than 0.50% in  Policy years 11 and  later. It is  guaranteed not to exceed
0.90% for the duration of the Policy.
 
    If the  Policy is  surrendered during  the first  14 Policy  Years, We  will
deduct  a  Surrender  Charge  for  the  Initial  Face  Amount.  If  a  Policy is
surrendered within 14 years immediately following an increase in Face Amount, we
will deduct a surrender  charge for the increase  in Face Amount. The  surrender
charge will be deducted before any surrender proceeds are paid.
 
    A  charge  for partial  surrenders is  equal to  a pro  rata portion  of the
surrender charge  that would  apply to  a full  surrender. A  partial  surrender
charge  is also deducted from  the Policy Account Value  upon a decrease in Face
Amount.
 
    The administrative charge  upon a  partial surrender  will be  equal to  the
lesser of $25 or 2% of the amount surrendered.
 
   
    See CHARGES AND DEDUCTIONS, Page 18.
    
 
THE DEATH BENEFIT
 
    The  Policy  provides for  the payment  of  benefits upon  the death  of the
Insured. Upon application for a Policy, the Owner designates a Planned  Periodic
Premium.  The Policy indicates  the initial Face Amount  of insurance. The Owner
also elects in the application to have the Death Benefit determined under one of
two available options.  Under Option I,  the Death Benefit  will equal the  Face
Amount  on the date  of the Insured's  death or, if  greater, the Policy Account
Value on the date of the Insured's death increased by the applicable  percentage
set  forth in the Policy. Under Option II, the Death Benefit will equal the Face
Amount on the date of the Insured's  death plus the Policy Account Value or,  if
greater,  the Policy Account Value on the  date of the Insured's death increased
by the applicable percentage set forth in the Policy.
 
   
    See DEATH BENEFIT  and CHANGES  in DEATH BENEFIT  OPTION, pages  24 and  25,
respectively.
    
 
PREMIUM FEATURES
 
A.  Basic Minimum Premium
 
    A  Table of Basic Minimum Premiums for various ages, sex and Face Amount
    in the nonsmoker class is provided in the Appendix. The Premium for  the
    initial  Face Amount  must be  at least  as great  as the  Basic Minimum
    Premium at the time  of application adjusted for  the Attained Age,  any
    substandard Premium, and any supplemental benefits riders.
 
B.  Planned Periodic Premium
 
    The  Planned Periodic Premium  is the Premium designated  at the time of
    application as the amount planned to be paid at specific intervals until
    the Maturity Date.
 
C.  Flexibility:
 
   
    In general  Premiums are  flexible  as to  both  timing and  amount.  If
    Premiums cease at any time, the insurance provided under the Policy will
    continue  for as long as  the Net Cash Surrender  Value is sufficient to
    keep  the  Policy  in  force  (see  Grace  Period).  See  PREMIUMS   and
    ALLOCATIONS, Page 14.
    
 
    When  applying  for a  Policy, an  Owner will  determine a  Planned Periodic
Premium that provides for the payment of level Premiums over a specified  period
of  time. Each Owner will receive a Premium reminder notice on either an annual,
semi-annual, quarterly, or monthly basis; however, the Owner is not required  to
pay Planned Periodic Premiums.
 
                                       6
<PAGE>
    Payment  of the Planned  Periodic Premiums will not  guarantee that a Policy
will remain  in force.  Instead, the  duration of  the Policy  depends upon  the
Policy's  Net Cash Surrender Value. Even  if Planned Periodic Premiums are paid,
the Policy will lapse any time the  Net Cash Surrender Value is insufficient  to
pay  the current monthly deduction and a Grace Period expires without sufficient
payment. Any payment of additional Premium must be at least $50.00. The  Company
also  may reject or limit any Premium that would result in an immediate increase
in the net amount at risk under the Policy.
 
   
    For information regarding the  taxation of the  Policy under federal  income
tax law, see TAX CONSIDERATIONS, Page 37.
    
 
                            PERFORMANCE INFORMATION
 
    The  Company from  time to  time may  advertise the  "total return"  and the
"average annual  total return"  of the  Subaccounts and  the Funds.  BOTH  TOTAL
RETURN AND AVERAGE TOTAL RETURN FIGURES ARE BASED ON HISTORICAL EARNINGS AND ARE
NOT INTENDED TO INDICATE FUTURE PERFORMANCE.
 
    "Total  Return" for a portfolio refers to  the total of the income generated
by the portfolio net  of total portfolio operating  expenses plus capital  gains
and losses, realized or unrealized. "Total Return" for the Subaccounts refers to
the  total  of the  income generated  by  the portfolio  net of  total portfolio
operating expenses plus capital  gains and losses,  realized or unrealized,  and
the  monthly  deduction  charge.  "Average  Annual  Total  Return"  reflects the
hypothetical annually  compounded  return  that would  have  produced  the  same
cumulative  return if the Funds portfolio's or Subaccount's performance had been
constant over the entire  period. Because average annual  total returns tend  to
smooth  out variations in the return of the  portfolio, they are not the same as
actual year-by-year results.
 
    Performance  information  may  be  compared,  in  reports  and   promotional
literature,  to: (i) the  Standard & Poor's 500  Stock Index ("S  & P 500"), Dow
Jones Industrial Average ("DJIA"), Shearson Lehman Aggregate Bond Index or other
unmanaged indices  so that  investors may  compare the  Subaccount results  with
those  of  a  group of  unmanaged  securities  widely regarded  by  investors as
representative of  the  securities markets  in  general; (ii)  other  groups  of
variable  life separate accounts or other  investment products tracked by Lipper
Analytical Services, a widely used independent research firm which ranks  mutual
funds   and  other  investment  products   by  overall  performance,  investment
objectives, and assets, or tracked  by other services, companies,  publications,
or  persons, such  as Morningstar,  Inc., who  rank such  investment products on
overall performance or  other criteria;  or (iii)  the Consumer  Price Index  (a
measure  for inflation) to assess the real  rate of return from an investment in
the Subaccount. Unmanaged indices may  assume the reinvestment of dividends  but
generally  do not reflect deductions for administrative and management costs and
expenses.
 
    The  Company  may  provide   in  advertising,  sales  literature,   periodic
publications  or other  materials information on  various topics  of interest to
Owners and prospective Owners. These topics may include the relationship between
sectors of the  economy and the  economy as a  whole and its  effect on  various
securities   markets,  investment  strategies  and  techniques  (such  as  value
investing, market  timing, dollar  cost  averaging, asset  allocation,  constant
ratio  transfer and  account rebalancing),  the advantages  and disadvantages of
investing  in  tax-deferred  and  taxable  investments,  customer  profiles  and
hypothetical purchase and investment scenarios, financial management and tax and
retirement  planning, and investment alternatives to certificates of deposit and
other financial instruments, including comparisons between the Policies and  the
characteristics of and market for such financial instruments.
    The Policies were first offered to the public in 1995. However, total return
data may be advertised based on the period of time that the portfolios have been
in  existence. The results  for any period  prior to the  Policies being offered
will be calculated as  if the Policies  had been offered  during that period  of
time, with all charges assumed to be those applicable to the Policies.
 
                                       7
<PAGE>
    Performance  information for any Subaccount in any advertising, will reflect
only the performance of a hypothetical  investment in the Subaccount during  the
particular  time  period  on  which  the  calculations  are  based.  Performance
information should  be considered  in  light of  the investment  objectives  and
policies,  characteristics and quality of the  portfolio in which the Subaccount
invests and the market conditions during  the given time period, and should  not
be  considered as a representation of what may be achieved in the future. Actual
returns may be more or less than those shown in any advertising and will  depend
on a number of factors, including the investment allocations by an Owner and the
different investment rates of return for the portfolios.
   
                         AVERAGE ANNUAL TOTAL RETURNS*
                            AS OF DECEMBER 29, 1995
    
 
<TABLE>
<CAPTION>
                                              INCEPTION                                                           SINCE
PORTFOLIO                                        DATE       1 YEAR       3 YEARS      5 YEARS      10 YEARS     INCEPTION
- --------------------------------------------  ----------  -----------  -----------  -----------  ------------  -----------
<S>                                           <C>         <C>          <C>          <C>          <C>           <C>
ALLIANCE
  Conservative Investors....................   10/28/94       15.95%         N/A          N/A           N/A        14.01%
  Growth Investors..........................   10/28/94       19.41%         N/A          N/A           N/A        14.82%
  Growth....................................   09/15/94       34.02%         N/A          N/A           N/A        30.41%
  Growth & Income...........................   01/14/91       34.55%       13.75%         N/A           N/A        10.14%
DREYFUS
  Stock Index...............................   09/29/89       33.13%       13.01%       14.53%          N/A        11.00%
  Zero Coupon 2000..........................   08/31/90       15.50%        7.90%       10.03%          N/A        10.66%
FIDELITY
  Asset Manager.............................   09/06/89       15.93%        9.05%       11.76%          N/A        10.26%
  Growth....................................   10/09/86       34.14%       16.32%       19.70%          N/A        13.81%
  Overseas..................................   01/28/87        8.68%       14.28%        7.15%          N/A         6.35%
  Investment Grade Bond.....................   12/05/88       16.28%        6.86%        8.26%          N/A         7.96%
  High Income...............................   09/19/85       19.43%       11.60%       17.83%        10.46%       10.79%
  Money Market..............................   04/01/82        4.47%        3.36%        3.63%         5.09%        6.12%
VAN ECK
  Gold & Natural Resources..................   09/01/89       10.08%       19.31%        9.20%          N/A         5.84%
  Worldwide Balanced........................   12/23/94       (0.99)%        N/A          N/A           N/A        (1.00)%
</TABLE>
 
- ------------------------
   
*This  performance information reflects the total of the income generated by the
 portfolio net of the total portfolio operating expenses, plus capital gains and
 losses, realized  or unrealized,  and net  of the  mortality and  expense  risk
 charge.  The performance  results do not  reflect: monthly  deductions; cost of
 insurance; surrender charges; sales loads and any state or local premium  taxes
 (see charges and deductions in the prospectus). If these charges were included,
 the  total  return  figures  would  be lower.  The  data  assumes  the policy's
 subaccounts were in existence on the portfolio's inception date. The policy was
 first offered on May 4, 1995. Data for the Tomorrow Funds has not been provided
 since they were not in existence on December 29, 1995.
    
 
                     GENERAL INFORMATION ABOUT THE COMPANY,
                       THE SEPARATE ACCOUNT AND THE FUNDS
 
THE COMPANY
 
    AIG Life  Insurance Company  is  a stock  life  insurance company  which  is
organized  under the laws of the State  of Delaware. The Company provides a full
range of individual and group life, disability, annuities, accidental death  and
dismemberment  policies. The Company  is a subsidiary  of American International
Group, Inc.,  which serves  as the  holding company  for a  number of  companies
engaged  in  the international  insurance business,  both  life and  general, in
approximately 130 countries and jurisdictions around the world.
 
                                       8
<PAGE>
    The  Company  may  from   time-to-time  publish  in  advertisements,   sales
literature  and reports to Owners, the ratings and other information assigned to
it by one or more independent rating  organizations such as A. M. Best  Company,
Moody's,  and Standard &  Poor's. The purpose  of the ratings  is to reflect the
financial strength and/or claims-paying ability of the Company and should not be
considered as  bearing on  the  investment performance  of  assets held  in  the
Separate  Account. Each year the A. M. Best Company reviews the financial status
of thousands of insurers, culminating in the assignment of Best's Ratings. These
ratings reflect A. M. Best's current opinion of the relative financial  strength
and  operating performance of an insurance company in comparison to the norms of
the life/ health insurance industry.  In addition, the claims-paying ability  of
the Company as measured by Standard & Poor's Insurance Ratings Services, and the
financial strength of the Company as measured by Moody's Investors Services, may
be  referred to  in advertisements,  sales literature  or in  reports to Owners.
These ratings are their opinions  of an operating insurance company's  financial
capacity  to meet  the obligations  of its  life insurance  policies and annuity
contracts in accordance  with their  terms. In regard  to their  ratings of  the
Company,  these  ratings are  explicitly  based on  the  existence of  a Support
Agreement, dated as  of December 31,  1991, between the  Company and its  parent
American  International Group, Inc. ("AIG"), pursuant to which AIG has agreed to
cause the Company to maintain  a positive net worth  and to provide the  Company
with funds on a timely basis sufficient to meet the Company's obligations to its
policyholders.  The  Support Agreement  is not,  however,  a direct  or indirect
guarantee by  AIG  to  any  person  of the  payment  of  any  of  the  Company's
indebtedness,  liabilities or  other obligations  (including obligations  to the
Company's policyholders).
 
    The ratings are not recommendations to purchase the Company's life insurance
or annuity products, or to hold or  sell these products, and the ratings do  not
comment on the suitability of such products for a particular investor. There can
be  no assurance that any  rating will remain in effect  for any given period of
time or that any rating  will not be lowered or  withdrawn entirely by a  rating
organization  if, in such organization's judgment, future circumstances relating
to the Support Agreement, such as a lowering of AIG's long-term debt rating,  so
warrant.  The ratings do not reflect  the investment performance of the Separate
Account or the  degree of  risk associated with  an investment  in the  Separate
Account.
 
THE SEPARATE ACCOUNT
 
    We  established Variable Account  II (the "Separate  Account") as a separate
investment account on June 5,  1986. It may be used  to support the Policies  as
well as other variable life insurance policies, and for other purposes permitted
by  law. The  Separate Account  is registered  with the  Securities and Exchange
Commission as a unit investment trust  under the Investment Company Act of  1940
(the "1940 Act") and qualifies as a "separate account" within the meaning of the
federal securities law.
    We  own the assets in the Separate  Account. The Separate Account is divided
into Subaccounts. The Subaccounts available under the Policies invest in  shares
of  a specific series of Alliance Variable Products Series Fund, Inc. ("Alliance
Funds"); of  Fidelity Investments  Variable Insurance  Products Fund  ("Fidelity
Fund")  and Fidelity Investments Variable  Insurance Products Fund II ("Fidelity
Fund II"); Dreyfus Variable Investment Fund ("Dreyfus Fund"); the Tomorrow Funds
Retirement Trust  ("Tomorrow Funds");  and Van  Eck Investment  Trust ("Van  Eck
Funds"),  or in shares of the Dreyfus Stock Index Fund. The Separate Account may
include other Subaccounts which are not available under the Policies and are not
otherwise discussed in this prospectus.
 
    Income, gains  and  losses, realized  or  unrealized, of  a  Subaccount  are
credited  to  or charged  against  the Subaccount  without  regard to  any other
income, gains or losses of the Company.  Assets equal to the reserves and  other
contract  liabilities with  respect to each  Subaccount are  not chargeable with
liabilities arising out of any other business or account of the Company. If  the
assets  exceed the required reserves and  other liabilities, we may transfer the
excess to our  general account. We  are obligated to  pay all benefits  provided
under the Policies.
 
    Subject  to compliance with all  applicable regulatory requirements, we have
reserved certain rights. We have the  right to change, add or delete  designated
investment companies. We have the right
 
                                       9
<PAGE>
to add or remove Subaccounts. We have the right to withdraw assets of a class of
policies  to which the Policy belongs from  a Subaccount and put them in another
Subaccount. We also have the right to  combine any two or more Subaccounts.  The
term  Subaccount in the Policy shall then refer to any other Subaccount in which
the assets of a class of policies to which the Policy belongs were placed.
 
    We have the  right to  register other  separate accounts  or deregister  the
Separate  Account under the Investment Company Act of 1940. We have the right to
run the Separate Account under the direction of a committee, and discharge  such
committee  at any time.  We have the  right to restrict  or eliminate any voting
rights of Owners, or  other persons who  have voting rights  as to the  Separate
Account.  We also have the right to operate  the Separate Account or one or more
of the Subaccounts by making direct investments  or in any other form. If We  do
so,  We may  invest the assets  of the  Separate Account or  one or  more of the
Subaccounts in  any legal  investments. We  will rely  upon Our  own or  outside
counsel  for advice in  this regard. Also,  unless otherwise required  by law or
regulation, an  investment advisor  or any  investment of  a Subaccount  of  Our
Separate  Account will not be changed by  Us unless approved by the Commissioner
of Insurance of the State of Delaware or deemed approved in accordance with such
law or regulation. If so required, the  process for getting such approval is  on
file  with the insurance supervisory official  of the jurisdiction in which this
Policy is delivered.
 
    If any  of these  changes result  in  a material  change in  the  underlying
investments  of a Subaccount of Our Separate Account, We will notify You of such
change, as  required by  law. If  You have  value in  that Subaccount,  We  will
transfer  it at Your written direction  from that Subaccount (without charge) to
another Subaccount of Our Separate Account or to Our Guaranteed Account, and You
may then change Your Premium allocation percentages.
 
THE FUNDS AND THE INVESTMENT ADVISORS
    Alliance Funds,  Fidelity Fund,  Fidelity Fund  II, Dreyfus  Fund,  Tomorrow
Funds,  and Van  Eck Funds  are each  registered with  the SEC  as a diversified
open-end management investment  company under  the 1940  Act. Each  is a  series
fund-type  mutual  fund made  up  of different  series  or funds  ("Funds"). The
Dreyfus Stock Index Fund (also a "Fund" herein) is an open-end, non-diversified,
management investment company,  intended to  be a funding  vehicle for  separate
accounts  of life  insurance companies.  Shares of  the Funds  are sold  only to
separate accounts of life insurance companies. The investment objectives of each
of the Funds  in which  Subaccounts invest  are set  forth below.  There is,  of
course,  no assurance that  these objectives will be  met. The Fund prospectuses
may include series or funds which are not available under this Policy.
 
ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.
 
    CONSERVATIVE INVESTORS PORTFOLIO -- seeks  the highest total return  without
undue  risk to principal  by investing in  a diversified mix  of publicly traded
equity and fixed-income securities.
 
    GROWTH INVESTORS PORTFOLIO -- seeks the highest total return available  with
reasonable  risk by investing in a diversified mix of publicly traded equity and
fixed-income securities.
 
    GROWTH PORTFOLIO  -- seeks  the long  term growth  of capital  by  investing
primarily in common stocks and other equity securities.
 
    GROWTH AND INCOME PORTFOLIO -- seeks to balance the objectives of reasonable
current  income and opportunities for appreciation through investments primarily
in dividend-paying common stocks of good quality.
 
    Alliance Variable Products Series Fund, Inc., is managed by Alliance Capital
Management L.P., ("Alliance"). The Fund also includes other portfolios which are
not available  for  use  by  the Separate  Account.  More  detailed  information
regarding  management of  the Fund,  investment objectives,  investment advisory
fees and other charges,  may be found in  the current Alliance Funds  Prospectus
which  contains a  discussion of the  risks involved in  investing. The Alliance
Funds Prospectus is included with this Prospectus.
 
                                       10
<PAGE>
DREYFUS VARIABLE INVESTMENT FUND
 
    ZERO COUPON 2000 PORTFOLIO -- seeks to provide as high an investment  return
as  is  consistent  with the  preservation  of capital.  This  portfolio invests
primarily in debt obligations  of the U.S. Treasury  that have been stripped  of
their  unmatured interest coupons, interest coupons that have been stripped from
debt obligations issued by the U.S. Treasury, receipts and certificates for such
stripped debt  obligations,  and stripped  coupons  and zero  coupon  securities
issued  by domestic corporations. This portfolio's assets will consist primarily
of portfolio securities  which will  mature on or  about December  31, 2000,  at
which  time the portfolio  will be liquidated.  Prior to December  31, 2000, you
will  be  offered  the  opportunity  to  exchange  your  investment  to  another
Subaccount.
 
DREYFUS STOCK INDEX FUND
 
    The  Fund seeks to  provide investment results that  correspond to the price
and yield performance  of publicly  traded common  stocks in  the aggregate,  as
represented  by  the  Standard &  Poor's  500  Composite Stock  Price  Index. In
anticipation of taking a market position, the fund is permitted to purchase  and
sell  stock index futures. The Fund is  neither sponsored by nor affiliated with
Standard & Poor's Corporation.
 
    The Dreyfus Corporation serves as the investment adviser for the Zero Coupon
2000 Portfolio  which  is  the  available  portfolio  of  the  Dreyfus  Variable
Investment Fund. The fund also includes other portfolios which are not available
under  this prospectus as  funding vehicles for the  Policies. Wells Fargo Nikko
Investment Advisers ("WFNIA") serves  as the index fund  manager of the  Dreyfus
Stock  Index Fund. More detailed information  regarding management of the funds,
investment objectives, investment  advisory fees and  other charges assessed  by
the  funds, are contained in the prospectuses of the Dreyfus Variable Investment
Fund and of the Dreyfus  Stock Index Fund, each of  which is included with  this
Prospectus.
 
FIDELITY INVESTMENTS VARIABLE INSURANCE PRODUCTS FUND
 
    GROWTH  PORTFOLIO  --  seeks to  aggressively  achieve  capital appreciation
through investments primarily in common stock.
 
    HIGH INCOME PORTFOLIO -- seeks to obtain  a high level of current income  by
investing  primarily  in  high-yielding,  lower-rated,  fixed-income securities,
while also considering growth of capital.
 
    OVERSEAS PORTFOLIO  --  seeks  the long-term  growth  of  capital  primarily
through  investments in  securities of  companies and  economies outside  of the
United States.
 
    MONEY MARKET PORTFOLIO -- seeks to obtain as high a level of current  income
as  is consistent with preserving capital and providing liquidity. The fund will
invest only in high quality  U.S. dollar-denominated money market securities  of
domestic and foreign issuers. AN INVESTMENT IN MONEY MARKET PORTFOLIO IS NEITHER
INSURED  NOR GUARANTEED BY  THE U.S. GOVERNMENT,  AND THERE CAN  BE NO ASSURANCE
THAT THE FUND WILL MAINTAIN A STABLE $1.00 SHARE PRICE.
 
FIDELITY INVESTMENTS VARIABLE INSURANCE PRODUCTS FUND II
 
    ASSET MANAGER PORTFOLIO -- seeks to provide a high total return with reduced
risk over  the  long term  by  allocating its  assets  among stocks,  bonds  and
short-term income instruments.
 
    INVESTMENT  GRADE BOND PORTFOLIO -- seeks as  high a level of current income
as in consistent with the preservation of capital by investing in a broad  range
of   investment-grade  fixed-income   securities.  The  fund   will  maintain  a
dollar-weighted average portfolio maturity of ten years or less.
 
    Fidelity Management & Research Company ("FMR") is the investment advisor for
both the Variable Insurance Products  Fund and Variable Insurance Products  Fund
II.  FMR has  entered into  a sub-advisory  agreement with  FMR Texas,  Inc., on
behalf of the Money Market Portfolio.  On behalf of the Overseas Portfolio,  FMR
has  entered into  sub-advisory agreements  with Fidelity  Management & Research
(U.K.) Inc. (FMR U.K.), Fidelity Management & Research (Far East) Inc. (FMR  Far
East),  and Fidelity International Investment Advisors  (FIIA). FMR U.K. and FMR
Far East also are sub-
 
                                       11
<PAGE>
advisors to the Asset Manager Portfolio. Both Fidelity Fund and Fidelity Fund II
include other  portfolios  which are  not  available under  this  prospectus  as
funding   vehicles  for  the  Policies.   More  detailed  information  regarding
management of the  funds, investment  objectives, investment  advisory fees  and
other  charges assessed by the Fidelity  Fund, are contained in the prospectuses
of the funds, each of which is included with this Prospectus.
TOMORROW FUNDS RETIREMENT TRUST
    SHORT-TERM RETIREMENT  FUND --  seeks  to satisfy  the retirement  goals  of
investors  who are currently between 51 and 65  years of age and with an average
remaining life expectancy in the range of 20-30 years.
    MEDIUM-TERM RETIREMENT  FUND --  seeks to  satisfy the  retirement goals  of
investors  who are currently between 36 and 50  years of age and with an average
remaining life expectancy in the range of 35-50 years.
    LONG-TERM RETIREMENT  FUND  -- seeks  to  satisfy the  retirement  goals  of
investors  who are currently between 22 and 35  years of age and with an average
remaining life expectancy in the range of 50 years of more.
    Each Tomorrow Funds  portfolio invests  its assets, in  varying amounts,  in
equity  and fixed-income securities of all types. The amount of assets allocated
to equity  securities is  currently invested,  in varying  amounts, among  large
capitalization stocks, medium capitalization stocks, small capitalization stocks
and,   indirectly  through  other   investment  companies,  foreign  securities.
Typically, the  longer  the average  life  expectancy  of the  target  class  of
investors in a Tomorrow Funds portfolio, the greater the allocation of assets of
that  portfolio to securities  with high growth  potential and, correspondingly,
more risk,  such as  small capitalization  stocks. Conversely,  the shorter  the
average  life expectancy of  the target class  of investors in  a Tomorrow Funds
portfolio, the greater the emphasis  on current income and capital  preservation
of assets and, therefore, the greater the allocation of assets of that portfolio
to  fixed-income securities. Each Tomorrow Funds  portfolio will be managed more
conservatively as the average age of its target class of investors increases.
    Weiss, Peck & Greer, L.L.C. is the investment adviser for the Tomorrow Funds
portfolios. Tomorrow  Funds include  other portfolios  which are  not  available
under  this  Prospectus as  funding vehicles  for  the Contracts.  More detailed
information regarding management of the funds, investment objectives, investment
advisory fees and other charges assessed by the Tomorrow Funds, are contained in
the prospectuses of the Tomorrow Funds, included with this Prospectus.
 
    THERE IS NO ASSURANCE THAT ANY  OF THE PORTFOLIOS WILL ACHIEVE THEIR  STATED
OBJECTIVE.
 
VAN ECK INVESTMENT TRUST
 
    WORLDWIDE  BALANCED FUND  -- seeks  long term  capital appreciation together
with current income.
 
    GOLD AND NATURAL RESOURCES FUND  -- seeks long-term capital appreciation  by
investing in equity and debt securities of companies engaged in the exploration,
development,  production and distribution  of gold and  other natural resources,
such as strategic and other metals, minerals, forest products, oil, natural  gas
and coal. Current income is not an investment objective.
    Van  Eck Associates Corporation is the investment adviser and manager of The
Van Eck  Investment Trust  ("Van  Eck Funds").  Van Eck  Associates  Corporation
serves  as investment adviser  to the Gold  and Natural Resources  Fund, and has
entered into sub-advisory  agreements to provide  investment advice for  certain
portfolios.  Fiduciary International Inc. ("FII") serves as a sub-adviser to the
Worldwide Balanced Fund. Van  Eck Funds include other  portfolios which are  not
available  under  this prospectus  as funding  vehicles  for the  Policies. More
detailed information regarding management  of the funds, investment  objectives,
investment  advisory fees and other  charges assessed by the  Van Eck Funds, are
contained in the prospectus for the funds included with this Prospectus.
 
                                       12
<PAGE>
    The shares of Alliance Funds, Fidelity Fund, Fidelity Fund II, Dreyfus Fund,
the Dreyfus Stock Index  Fund, Tomorrow Funds,  and Van Eck  Funds are sold  not
only  to the Separate Account, but may be sold to other separate accounts of the
Company that  fund  benefits under  variable  annuity policies.  The  shares  of
Alliance Funds, Fidelity Fund, Fidelity Fund II, Dreyfus Fund, the Dreyfus Stock
Index  Fund, the  Tomorrow Funds  and Van  Eck Funds  are also  sold to separate
accounts of other insurance companies. It  is conceivable that in the future  it
may  become  disadvantageous  for  variable  life  and  variable  annuity Policy
separate accounts to invest in the same underlying mutual fund. Although neither
we nor  Alliance Funds,  Fidelity  Fund, Fidelity  Fund  II, Dreyfus  Fund,  the
Dreyfus  Stock Index Fund, Tomorrow Funds,  and Van Eck Funds currently perceive
or anticipate  any  such  disadvantage,  the  Company  will  monitor  events  to
determine  whether  any material  conflict between  variable annuity  Owners and
variable life Owners.
 
    Material conflicts could  result from  such occurrences as:  (1) changes  in
state  insurance laws; (2) changes in federal income tax law; (3) changes in the
investment  management  of   any  Fund;  or   (4)  differences  between   voting
instructions  given by variable annuity Owners  and those given by variable life
Owners. In the  event of a  material irreconcilable conflict,  We will take  the
steps  necessary to protect our variable  annuity and variable life Owners. This
could include discontinuance of investment in a Fund.
 
   
    Each Fund sells and redeems its shares at Net Asset Value without any  sales
charge.  Any dividends or distributions from security transactions of a Fund are
reinvested at Net Asset  Value in shares  of the same  Fund; however, there  are
sales  and additional charges associated with  the purchase of the Policies. See
PREMIUMS AND ALLOCATIONS, Page 14.
    
 
    Further information about  the Funds and  the managers is  contained in  the
accompanying  prospectuses,  which  You  should read  in  conjunction  with this
prospectus.
 
SUBSTITUTION OF SECURITIES
 
    If investment in a  Subaccount should no  longer be possible  or, if in  Our
judgment,  becomes inappropriate to the purposes of  the Policies, or, if in Our
judgment, investment in another Subaccount or insurance company separate account
is in the interest of Owners, We may substitute another Subaccount or  insurance
company  separate  account. No  substitution may  take  place without  notice to
Owners and prior approval  of the SEC and  insurance regulatory authorities,  to
the extent required by the 1940 Act and applicable law.
 
VOTING RIGHTS
 
    We  are the legal owner  of shares held by the  Subaccounts and as such have
the right  to  vote on  all  matters submitted  to  shareholders of  the  Funds.
However,  as required  by law, We  will vote  shares held in  the Subaccounts at
regular and special  meetings of shareholders  of the Funds  in accordance  with
instructions   received  from  Owners  with  a   Policy  Account  Value  in  the
Subaccounts. Should  the  applicable  federal securities  laws,  regulations  or
interpretations thereof change so as to permit Us to vote shares of the Funds in
Our own right, We may elect to do so.
 
    To  obtain voting  instructions from Owners,  before a meeting  We will send
Owners voting  instruction material,  a voting  instruction form  and any  other
related  material. The  number of  shares held by  each Subaccount  for which an
Owner may  give voting  instructions  is currently  determined by  dividing  the
portion  of the Owners Policy  Account Value in the  Subaccount by the Net Asset
Value of one share of the applicable Fund. Fractional votes will be counted. The
number of votes for which an Owner  may give instructions will be determined  as
of  a date chosen by the Company but not  more than 90 days prior to the meeting
of shareholders. Shares held  by a Subaccount for  which no timely  instructions
are received will be voted by the Company in the same proportion as those shares
for which voting instructions are received.
 
    We  may, if  required by state  insurance officials,  disregard Owner voting
instructions if such  instructions would  require shares to  be voted  so as  to
cause  a change in sub-classification or investment objectives of one or more of
the   Funds,   or   to   approve   or   disapprove   an   investment    advisory
 
                                       13
<PAGE>
agreement.  In  addition, We  may under  certain circumstances  disregard voting
instructions that would require changes  in the investment Policy or  investment
adviser  of one or more of the  Funds, provided that We reasonably disapprove of
such changes  in accordance  with  applicable federal  regulations. If  We  ever
disregard  voting instructions, We will advise Owners  of that action and of Our
reasons for such action in the  next semiannual report. Finally, We reserve  the
right  to modify the manner in which We calculate the weight to be given to pass
through voting instructions  where such  a change  is necessary  to comply  with
current federal regulations or the current interpretation thereof.
 
                            PREMIUMS AND ALLOCATIONS
 
APPLYING FOR A POLICY
 
   
    If  You want  to purchase  a Policy,  You must  complete an  application and
submit it to  one of  Our authorized  agents. The  minimum Policy  size will  be
$50,000  of Face Amount at issue. You must pay an initial Premium at least equal
to the minimum required. See PREMIUMS, below. Your Premium may be submitted with
the application  or  at  a later  date,  but  Policy coverage  will  not  become
effective until the initial Premium is received at Our Administrative Office.
    
 
    We  require satisfactory  evidence of  the Insureds  insurability, which may
include a medical examination of the Insured. Generally, We will issue a  Policy
covering  an Insured  up to  age 75  if evidence  of insurability  satisfies Our
underwriting rules. Acceptance  of an  application depends  on Our  underwriting
rules. We reserve the right to reject an application for any reason.
 
PERIOD TO EXAMINE AND CANCEL POLICY
 
    The Policy provides for an initial period during which the Owner may examine
the  Policy and cancel it for any reason. The Owner may cancel the Policy before
the latest of: (a)  45 days after Part  I of the Application  for the Policy  is
signed;  (b) 10 days after the Owner receives  the Policy; and (c) 10 days after
the Company mails  or personally delivers  a Notice of  Withdrawal Right to  the
Owner.  The period  will be  extended beyond 10  days after  Policy delivery, if
required by the state where the Owner resides. Upon returning the Policy to  the
Administrative  Office or  to an agent  of the  Company within such  time with a
written request for cancellation, the Owner  will receive a refund equal to  the
gross  premium paid on the Policy and will not reflect the investment experience
of the Separate Account.
 
    The Period to Examine and Cancel also applies after a requested increase  in
Face  Amount as  to the  amount of  the increase  and the  Premium paid  for the
increased Face Amount.
 
PREMIUMS
 
   
    The minimum initial Premium required depends on a number of factors, such as
the age, sex and  underwriting rate class of  the proposed Insured, the  desired
Face  Amount ($50,000 minimum amount) and any supplemental benefits. The minimum
initial Premium must be at  least equal to two  monthly payments of the  Planned
Periodic  Premium. See  PLANNED PERIODIC  PREMIUMS, below.  Sample Basic Minimum
Premiums are shown in the Appendix.
    
 
   
    Additional Premiums may be paid  in any amount and  at any time, subject  to
the  following limits. First, a Premium must be at least $50 and must be sent to
Our Administrative Office. We may require satisfactory evidence of  insurability
before  accepting any Premium which results in  an increase in the net amount at
risk (defined on page 20).
    
 
   
    In  addition,  total  Premiums  paid   may  not  exceed  guideline   Premium
limitations  for life insurance set forth in  the Internal Revenue Code. We will
refund any portion of  any Premium which  is determined to be  in excess of  the
Premium  limit  established by  law to  qualify a  Policy as  a Policy  for life
insurance. (The amount  refunded will be  the excess Premium.)  In addition,  We
will  monitor Policies and will attempt to notify the Owner on a timely basis if
his or her Policy is in jeopardy of becoming a modified endowment contract under
the Internal Revenue Code. See TAX CONSIDERATIONS, page 37.
    
 
                                       14
<PAGE>
    Lastly, no Premium will be accepted after the Maturity Date.
 
    We will send You a reminder notice for Your Planned Periodic Premiums.
 
    PLANNED PERIODIC PREMIUM.  When applying for a Policy, You select a plan for
paying   level  Premiums  at  specified  intervals,  e.g.,  monthly,  quarterly,
semi-annually or annually, until the Maturity Date. You are not required to  pay
Premiums  in accordance with  this plan; rather,  You can pay  more or less than
planned or skip a Planned Periodic  Premium entirely. You can change the  amount
and  frequency of Planned Periodic Premiums whenever You want by sending written
notice to Our Administrative Office. However, We reserve the right to limit  the
amount of a Premium or the total Premiums paid, as discussed above.
 
    The  Planned Periodic Premium may be  recalculated if the Policy Face Amount
is increased or decreased.
 
    The first year  minimum Premium payable  must be  at least as  great as  the
Planned  Periodic Premium. If Premiums cease at any time, the insurance provided
under the Policy will continue  for as long as the  Net Cash Surrender Value  in
the Policy is sufficient to keep it in force (see GRACE PERIOD).
 
   
    PREMIUMS  UPON INCREASE IN  SPECIFIED FACE AMOUNT.   Depending on the Policy
Account Value at the time  of an increase in the  Face Amount and the amount  of
the increase requested, an additional premium or change in the amount of Planned
Periodic Premiums may be advisable. See CHANGES IN FACE AMOUNT, page 25.
    
 
PREMIUMS TO PREVENT LAPSE
 
   
    Failure to pay Planned Periodic Premiums will not necessarily cause a Policy
to  lapse. Conversely, paying all Planned Periodic Premiums will not necessarily
guarantee that a Policy will not lapse. Rather, whether a Policy lapses  depends
on  whether its Net  Cash Surrender Value  is insufficient to  cover the monthly
deduction (see page 19) when due.
    
 
    If the Net Cash Surrender  Value on a Monthly  Anniversary is less than  the
amount  of the monthly deduction to be deducted on that date, the Policy will be
in default  and a  Grace Period  will  begin. This  could happen  if  investment
experience  has been sufficiently unfavorable that it has resulted in a decrease
in the Net Cash Surrender  Value or the Net  Cash Surrender Value has  decreased
because  of  any  combination  of  the  following:  outstanding  loans,  partial
surrenders, expense charges, or insufficient Premiums paid to offset the monthly
deduction.
 
   
    GRACE PERIOD.   If Your  Policy goes  into default,  You will  be allowed  a
61-day  Grace Period to pay a Premium sufficient to keep the Policy in force for
3 months. We will send notice of the amount required to be paid during the Grace
Period ("Grace Period Premium") to Your  last known address and to any  assignee
of record. The Grace Period will begin when the notice is sent. Your Policy will
remain  in effect during the Grace Period.  If the Insured should die during the
Grace Period or before the Grace Period Premium is paid, the Death Benefit  will
still  be payable to  the Beneficiary, although  the amount paid  will reflect a
reduction for the monthly deductions due on  or before the date of the  Insureds
death. See Amount of Death Benefit, page 37. If the Grace Period Premium has not
been  paid before the Grace Period ends, Your Policy will lapse. It will have no
value and no benefits will be payable. See REINSTATEMENT, page 37.
    
 
   
    A Grace Period also may begin if Outstanding Loans exceed the Policy  limit.
See LOAN REPAYMENT; EFFECT IF NOT REPAID, page 26.
    
 
NET PREMIUM ALLOCATIONS
 
    In  the  application, You  specify the  percentage  of a  Net Premium  to be
allocated to each Subaccount.  This allocation must  comply with the  allocation
rules described in the following paragraph. However, until the Period to Examine
and    Cancel   expires,   all   Net   Premiums   received   are   invested   in
 
                                       15
<PAGE>
   
the Money Market Subaccount.  The first business day  after the period  expires,
the  Policy  Account Value  in the  Money Market  Subaccount is  transferred and
allocated based on the  Premium allocation percentages  in the application.  See
DETERMINING THE POLICY VALUE, page 23.
    
 
    The  Premium allocation percentages specified  in the application will apply
to subsequent Premiums  until You  change them.  You can  change the  allocation
percentages  at any time, subject to the  rules below, by sending written notice
to Our Administrative  Office. The change  will apply to  all Premiums  received
with or after Your notice.
 
DOLLAR COST AVERAGING
 
    If  elected, this option allows for automatic transfer from the Money Market
Subaccount into other  Subaccounts for a  specified dollar amount  or number  of
months  not in  excess of 24.  This option can  be elected at  any time provided
there is a minimum balance of $2,000 in the Money Market Subaccount at the  time
of  election. The allocation  to the Subaccounts  will be based  on Your Premium
allocation that  is  in effect  at  the time  of  each transfer.  The  automatic
transfers  will begin on the first Monthly Anniversary following the end of Your
Free Look Period; or, if  You elect the option  after Your application has  been
submitted,  the automatic transfers will begin on the second Monthly Anniversary
following the receipt of Your request at Our Administrative Office.
 
    If You elect to transfer a specific dollar amount each month, the  automatic
transfers  will continue until Your Money  Market Subaccount is depleted. If You
elect to have Your funds transferred over  a specific number of months, We  will
transfer  a fraction equal to  one divided by the  number of months remaining in
the period. For example, if  You elect to transfer over  a 12 month period,  the
first  transfer will be 1/12  of Your Money Market  Subaccount value, the second
transfer will be for 1/11, the third will be for 1/10 and so on until the end of
the requested period.
 
    Automatic transfers  will  remain  in  effect until  one  of  the  following
conditions occur:
 
        1.  The funds in the Money Market Subaccount are depleted
 
        2.   We  receive Your  written request  at Our  Administrative Office to
    cancel future transfers
 
        3.  We receive notification of death of the Insured
 
        4.  The Policy lapses
 
    Use of Dollar Cost Averaging does not guarantee investment gains or  protect
against loss in a declining market.
 
    The  allocation  and transfer  provisions discussed  below  do not  apply to
transfers effected under the Dollar Cost Averaging Option.
 
    ALLOCATION RULES.  No less than 5% of a Premium may be allocated to any  one
Subaccount.  The sum  of Your  allocations must  equal 100%  and each allocation
percentage must be a whole number.
 
CREDITING PREMIUMS
 
    The initial Net  Premium will be  credited to  the Policy as  of the  Policy
Date.  Subsequent Planned Periodic Premiums and accepted unplanned premiums will
be credited to the Policy and the Net  Premiums will be invested as of the  date
the Premium or notification of deposit is received at Our Administrative Office.
However,  any Net Premiums requiring underwriting will be allocated to the Money
Market Subaccount until underwriting has been completed. When accepted or at the
end of the Period to Examine and  Cancel, the Policy Account Value in the  Money
Market  Subaccount attributable to the resulting Net Premium will be credited to
the  Policy  and   allocated  in  accordance   with  the  specified   allocation
percentages.  Net Premiums  not requiring underwriting  will be  invested in the
Subaccounts according  to  the  specified allocation  percentages  directly.  If
additional Premium is rejected, We will refund the excess amount.
 
                                       16
<PAGE>
TRANSFERS
 
   
    You  may transfer Policy Account Value  among the Subaccounts subject to the
following rules, some of which depend on  whether Policy Account Value is to  be
transferred  from a Subaccount or the Guaranteed Account. Transfer requests must
be in writing. Transfers may not be requested until after the end of the  Period
to Examine and Cancel (see page 14). A transfer will take effect on the date the
request  is  received  at  Our Administrative  Office.  We  may,  however, defer
transfers under the same  conditions as described in  the section WHEN  PROCEEDS
ARE  PAID, page 36. There is no limit on the number of transfers. However, after
six (6) transfers have been made during a Policy Year, We currently impose a $25
transfer charge on each subsequent transfer.  See TRANSFER CHARGE, page 21.  The
minimum  amount of Policy Account Value that may be transferred is $250. If less
than the  full  amount  of  Policy  Account  Value  in  a  Subaccount  is  being
transferred  from the Subaccount, the amount remaining must be at least $250. If
the amount remaining  would be less  than $250,  the full amount  of the  Policy
Account Value will be transferred. The Company reserves the right to increase or
decrease the number of "free" transfers allowed in any Policy Year.
    
 
    SUBACCOUNT TRANSFER RULES.  Transfers among Subaccounts and from Subaccounts
to  the Guaranteed Account may  be made at any time  after the Period to Examine
and Cancel. All transfers processed on the same business date will count as  one
transfer  for purposes  of determining  whether the transfer  is free  or may be
subject to the $25 charge.
 
   
    GUARANTEED ACCOUNT  TRANSFER  RULES.    Policy Account  Value  held  in  the
Guaranteed Account may be transferred to a Subaccount or Subaccounts only during
the  60-day period within  30 days before  and following the  end of each Policy
Year. The amount transferred must be at least $250, or the Policy Account  Value
held  in the Guaranteed Account, whichever is less. If the amount transferred is
less than the Policy Account Value then held in the Guaranteed Account, at least
$250 must remain in  the Guaranteed Account. The  maximum allowable amount  that
can  be transferred from the Guaranteed Account, at  any one time, is 25% of the
unloaned portion of the Guaranteed  Account. See DEDUCTIONS FROM THE  GUARANTEED
ACCOUNT, page 18 for additional rules and limits for the Guaranteed Account.
    
 
                               GUARANTEED ACCOUNT
 
    Because   of  exemptive  and  exclusionary   provisions,  interests  in  the
Guaranteed Account have not been registered under the Securities Act of 1933 nor
has the Guaranteed Account  been registered as an  investment company under  the
Investment  Company Act of 1940. Accordingly, neither the Guaranteed Account nor
any interests therein  are subject to  the provisions  of these Acts  and, as  a
result, the staff of the Securities and Exchange Commission has not reviewed the
disclosure in this Prospectus relating to the Guaranteed Account. The disclosure
regarding  the Guaranteed Account may, however,  be subject to certain generally
applicable provisions of the  federal securities laws  relating to the  accuracy
and completeness of statements made in prospectuses.
 
    The  Guaranteed  Account is  an account  within the  general account  of the
Company. It is part  of Our general account  assets. Our general account  assets
are  used  to support  Our insurance  and annuity  obligations other  than those
funded by separate accounts. Subject to applicable law, We have sole  discretion
over  the  investment of  the assets  of  the general  account. The  Policy Loan
Account is part of the Guaranteed Account.
 
INTEREST CREDITED ON POLICY VALUE IN THE GUARANTEED ACCOUNT
 
    Net Premiums allocated to the  Guaranteed Account and Policy Account  Values
transferred  from the Subaccounts to the  Guaranteed Account are credited to the
Guaranteed Account portion of the Policy Account Value. We will credit  interest
on  these amounts at rates We determine in  Our sole discretion, but in no event
will interest credited on  these amounts be  less than an  effective rate of  at
least  0.32737%  per month,  compounded monthly  which equates  to 4%  per year,
compounded annually. The Policy Loan  Account portion of the Guaranteed  Account
will be credited with interest at an annual rate that is 2.0% less than the then
current Policy loan interest rate.
 
                                       17
<PAGE>
    However,  if at  the time  of an  allocation or  transfer to  the Guaranteed
Account, We are crediting  a rate of  interest higher than  4%, the higher  rate
will  apply to  the amount from  the date of  its allocation or  transfer to the
Guaranteed Account through the end of the period during which the excess rate is
effective. If a higher rate of interest is credited, different rates of interest
may apply to amounts allocated or transferred at different times, and  different
rates of interest may apply to amounts held in a Policy Loan Account than to the
remaining  portion of Policy  Account Value held in  the Guaranteed Account. YOU
ASSUME THE RISK  THAT INTEREST CREDITED  MAY NOT EXCEED  THE GUARANTEED  MINIMUM
RATE OF 4% PER YEAR.
 
CALCULATING GUARANTEED ACCOUNT VALUE
 
   
    The  Guaranteed Account  Value is  calculated daily.  See GUARANTEED ACCOUNT
VALUE, page 24.
    
 
DEDUCTIONS FROM THE GUARANTEED ACCOUNT
 
   
    Amounts allocated to the Guaranteed Account at different times, whether from
Net Premiums or  transfers, may be  credited with different  rates of  interest.
Whenever  a charge is deducted  from the Policy Account  Value in the Guaranteed
Account, or  an  amount  is withdrawn  from  the  Policy Account  Value  in  the
Guaranteed  Account  to satisfy  a partial  surrender,  transfer or  Policy loan
request, the  charge or  withdrawal will  be taken  first from  the amount  most
recently allocated to the Guaranteed Account, then the amount next most recently
allocated, and so forth. See page 17 for limits and restrictions on transfers of
Policy Account Value from the Guaranteed Account.
    
 
   
    If  there is any Policy Account Value in  the Policy Loan Account, it is not
available for transfers,  partial surrenders  or Policy loans,  nor any  charges
deducted  from this portion of Policy  Account Value. Amounts are transferred to
or from the Policy Loan Account only  when Policy loans are taken or  repayments
made.  If an amount is transferred from the Policy Loan Account to the remaining
portion of the Guaranteed Account Value, it will be treated as a new  allocation
to the Guaranteed Account and will be credited with interest at the rate then in
effect for Guaranteed Account allocations. See POLICY LOAN ACCOUNT, page 27.
    
 
PAYMENTS FROM THE GUARANTEED ACCOUNT
 
    We  may defer payment of proceeds from  the Guaranteed Account for a partial
surrender, surrender or Policy loan request for  up to six months from the  date
We  receive the  written request.  If a payment  from the  Guaranteed Account is
deferred for 30 days  or more, it will  bear interest at a  rate of 4% per  year
compounded annually while it is deferred.
 
                             CHARGES AND DEDUCTIONS
 
    Periodically,  the Company will deduct charges from the Policy Account Value
and also from  each Premium  to cover certain  expenses related  to issuing  and
administering  the Policy.  These charges  and deductions  are described  in the
Policy as either guaranteed or current. The Company will never charge more  than
the guaranteed amount; however, solely within the Companys discretion, it may on
a current basis charge less than the guaranteed amount.
 
PREMIUM CHARGES
 
   
    We  will deduct  a charge from  each Premium.  This charge consists  of a 5%
sales charge plus an explicit  percent of Premium equal  to the state and  local
premium  tax rate applicable  to the Policy  (i.e., a typical  state premium tax
rate would be in  the range of 2%  to 2.5%). An additional  sales charge may  be
deducted  on a partial  surrender or surrender  of a Policy  during the first 14
Policy Years. See SURRENDER CHARGES, Page 21.
    
 
    The 5% sales charge partially compensates Us for the expenses of selling and
distributing  the  Policies,  including   paying  sales  commissions,   printing
prospectuses,  preparing  sales  literature  and  paying  for  other promotional
activities.
 
                                       18
<PAGE>
DAILY MORTALITY AND EXPENSE RISK CHARGE
 
    We deduct a daily charge from assets in the Subaccounts attributable to  the
Policies for assuming certain mortality and expense risks under the Policy. This
charge does not apply to Guaranteed Account assets attributable to the Policies.
The  guaranteed and current charge is at an  annual rate of 0.90% of net assets.
Although the charge may be decreased to  not less than 0.50% in Policy Years  11
and  later, it is guaranteed  not to exceed 0.90% for  the duration of a Policy.
Starting in Policy Year  11, if the  current charge is less  than .90%, We  will
notify  You before We  increase this charge.  We may realize  a profit from this
charge.
 
    The mortality risk We assume  is that the Insureds  on the Policies may  die
sooner  than anticipated  and that therefore  the Company will  pay an aggregate
amount of death benefits greater than anticipated. The expense risk we assume is
that expenses  incurred  in  issuing  and administering  the  Policies  and  the
Separate  Account  will  exceed  the amounts  realized  from  the administrative
charges assessed against the Policies.
 
MONTHLY DEDUCTION
 
   
    On the  Issue Date  and  each Monthly  Anniversary,  We deduct  the  monthly
deduction  from the Policy Account Value. The  amount deducted on the Issue Date
is for the Policy Date and any Monthly Anniversaries that have elapsed since the
Policy Date.  (For  this  purpose, the  Policy  Date  is treated  as  a  Monthly
Anniversary.)  The monthly deduction consists of (1) administrative charges (the
"Monthly Expense Charge"), (2) insurance  charges ("Cost of Insurance  Charge"),
and (3) any charges for additional benefits added by supplemental agreement to a
Policy  ("Supplemental  Benefit  Charges"),  as  described  below.  The  monthly
deduction is deducted from the Accounts pro rata on the basis of the portion  of
Policy  Account  Value  in  each Account.  See  DEDUCTIONS  FROM  THE GUARANTEED
ACCOUNT, page 18.
    
 
    CURRENT AND GUARANTEED EXPENSE CHARGES.   The monthly expense charge  varies
by  current Policy Face Amount. There is  also an additional monthly charge (see
"First Year Additional Charge" in table below) during the first Policy year  and
the twelve months immediately following an increase in Face Amount.
 
    The monthly expense charges per Policy varying by the Policy Face Amount and
the  additional monthly  charge during  the first  Policy Year  and every twelve
months immediately  following  an  increase  in  Face  Amount  for  current  and
guaranteed expense charges are shown below:
 
<TABLE>
<CAPTION>
                                                                       CURRENT   GUARANTEED
MONTHLY EXPENSE CHARGE PER POLICY                                      CHARGE      CHARGE
- --------------------------------------------------------------------  ---------  -----------
<S>                                                                   <C>        <C>
If Face Amount is between $50,000 and $199,999......................  $    7.50   $   15.00
If Face Amount is between $200,000 and $499,999.....................  $    5.00   $   10.00
If Face Amount is $500,000 or greater...............................  $    4.00   $   10.00
First Year Additional Charge........................................  $   20.00   $   25.00
</TABLE>
 
    These  charges compensate Us for administrative expenses associated with the
Policies and the Separate Account. These expenses relate to Premium billing  and
collection, recordkeeping, processing Death Benefit claims, Policy Loans, Policy
changes,  reporting and overhead costs, processing applications and establishing
Policy records.
 
    COST OF  INSURANCE  CHARGE.    This  charge  compensates  Us  for  providing
insurance  coverage. The charge depends on a number of factors, such as Attained
Age, sex and rate class of the  Insured, and therefore will vary from Policy  to
Policy  and from Monthly Anniversary to  Monthly Anniversary. For any Policy the
cost of insurance on a Monthly Anniversary is calculated by multiplying the cost
of insurance rate for the Insured by the net amount at risk under the Policy for
that Monthly Anniversary.
 
                                       19
<PAGE>
    The Net Amount at Risk is calculated as (a) minus (b) where
 
    (a) is  the current  Death Benefit  at  the beginning  of the  Policy  month
       divided by 1.0032737.
 
    (b) is current total Policy Account Value.
 
    The  cost of insurance rate  for a Policy is based  on the Attained Age, sex
and rate  class of  the Insured,  and therefore  varies from  time to  time.  We
currently  place Insureds in  one of three basic  rate classifications, based on
our underwriting: a smoker,  a nonsmoker standard, or  a rate class involving  a
higher  mortality risk  (a "substandard  class"). Insureds  Attained Age  14 and
under are placed in a  rate class that does  not distinguish between smoker  and
nonsmoker,  and are assigned  to a smoker  class at Attained  Age 15 unless they
have provided satisfactory evidence that they qualify for a nonsmoker class.
 
    We place the Insured in a rate class when We issue the Policy, based on  Our
underwriting of the application. This original rate class applies to the initial
Face  Amount.  When  an  increase  in  Face  Amount  is  requested,  We  conduct
underwriting before approving the increase (except as noted below) to  determine
whether a different rate class will apply to the increase. If the rate class for
the increase has lower cost of insurance rates than the original rate class, the
rate  class for the increase also will be applied to the initial Face Amount. If
the rate class  for the increase  has higher  cost of insurance  rates than  the
original  rate class,  the rate class  for the  increase will apply  only to the
increase in Face Amount, and the original  rate class will continue to apply  to
the initial Face Amount.
 
    If  there have been increases in the  Face Amount, we may use different cost
of insurance rates  for the increased  portions of the  policy Face Amount.  For
purposes  of calculating the cost of insurance  charge after the Face Amount has
been increased, the  Policy Account Value  will be applied  to the initial  Face
Amount first and then to any subsequent increases in Face Amount. If at the time
an  increase is  requested, the  Policy Account  Value exceeds  the initial Face
Amount (or any  subsequently increased  Face Amount) divided  by 1.0032737,  the
excess  will then be  applied to the  subsequent increase in  Face Amount in the
sequence of the increases.
 
    If the  death benefit  equals the  Policy Account  Value multiplied  by  the
applicable  death benefit  corridor percentage,  any increase  in Policy Account
Value will cause an  automatic increase in death  benefit. The attained age  and
underwriting  class for such increase will be the same as that used for the most
recent increase  in  Face  Amount  (that  has  not  been  eliminated  through  a
subsequent decrease in Face Amount).
 
    If  there is a decrease in Face  Amount after there had been prior increases
to the  Face Amount,  then for  purposes of  calculating the  cost of  insurance
charge, the decrease will first be applied to reduce any prior increases in Face
Amount,  starting with the most recent increase  in Face Amount and then to each
prior increase.
 
    The guaranteed cost of insurance rates for substandard policies issued on  a
table rated basis are based on multiples of the 1980 CSO tables. The substandard
multiple  applicable  depends  on  the  substandard  underwriting classification
assigned to the  insured. Currently, multiples  range from 125%  to 500% of  the
1980 CSO tables.
 
    The guaranteed cost of insurance charges at any given time for a substandard
policy  with flat extra charges will be  based on the guaranteed maximum cost of
insurance rate for the policy  (including table rating multiples if  applicable,
the  current net  amount at  risk at the  time the  deduction is  made, plus the
actual dollar amount of the flat extra charge.
 
    Our current cost of insurance rates  may be less than the guaranteed  rates.
Our current cost of insurance rates will be determined based on Our expectations
as  to future mortality,  investment, expense and  persistency experience. These
rates may change  from time  to time. In  the Companys  discretion, the  current
charge  may be increased in any amount up to the maximum guaranteed charge shown
in the table.
 
                                       20
<PAGE>
    Cost of insurance rates (whether guaranteed or current) for an Insured in  a
nonsmoker  standard class are lower than guaranteed  rates for an Insured of the
same age and sex in  a smoker standard class.  Cost of insurance rates  (whether
guaranteed  or current) for an  Insured in a nonsmoker  or smoker standard class
are generally lower than guaranteed rates for an Insured of the same age and sex
and smoking status in a substandard class.
 
   
    We do  not  conduct underwriting  for  an increase  in  Face Amount  if  the
increase  is requested as part of a conversion  from a term Policy issued by the
Company. See SUPPLEMENTAL BENEFITS AND  RIDERS, page 42. In  the case of a  term
conversion,  the rate class that applies to  the increase is the same rate class
that applied to the term Policy.
    
 
    LEGAL CONSIDERATIONS RELATING TO SEX-DISTINCT PREMIUMS AND
BENEFITS.  Mortality tables for the Policies generally distinguish between males
and females.  Thus, Premiums  and  benefits under  Policies covering  males  and
females of the same age will generally differ.
 
    We  do, however,  also offer  Policies based  on unisex  mortality tables if
required by state law. Employers and employee organizations considering purchase
of a Policy should consult their legal advisors to determine whether purchase of
a Policy based on sex-distinct actuarial tables is consistent with Title VII  of
the Civil Rights Act of 1964 or other applicable law. Upon request, We may offer
Policies with unisex mortality tables to such prospective purchasers.
 
   
    SUPPLEMENTAL  BENEFIT CHARGES.   See SUPPLEMENTAL BENEFITS  AND RIDERS, page
42.
    
 
TRANSFER CHARGE
 
    We currently impose a $25 transfer charge on any transfer of Policy  Account
Value  among  the subaccounts  in excess  of six  free transfers  permitted each
Policy Year. If  the charge  is imposed,  it will  be deducted  from the  amount
requested to be transferred before allocation to the new Subaccount(s) and shown
in  the Confirmation of the transaction. If  an amount is being transferred from
more than one Subaccount, the  transfer charge will be deducted  proportionately
from the amount being transferred from each Subaccount. This charge, if imposed,
will  reimburse Us for administrative  expenses incurred in effecting transfers.
We do not anticipate making any profit on this charge.
 
SURRENDER CHARGES
 
    If the  Policy is  surrendered during  the first  14 Policy  Years, We  will
deduct  a  Surrender  Charge  for  the  initial  Face  Amount.  If  a  Policy is
surrendered within 14 years after an increase  in Face Amount, We will deduct  a
Surrender  Charge for the increase in Face  Amount. The Surrender Charge will be
deducted before any surrender proceeds are paid.
 
    SURRENDER CHARGE FOR  INITIAL FACE  AMOUNT.   The surrender  charge for  the
initial  Face Amount  will be no  greater than  the sum of  (1) and  (2) times a
duration factor (as shown in the table below), where:
 
    (1) is equal  to 25%  of the  first year paid  Premium up  to the  surrender
       charge  premium (which is an amount calculated separately for each Policy
       based on  age, sex  and smoker/nonsmoker  class and  is provided  in  the
       Appendix); and
 
    (2) is equal to 4% of the first year paid Premium in excess of the surrender
       charge premium
 
                                       21
<PAGE>
    The following table lists the Policy duration factor as described above:
 
<TABLE>
<CAPTION>
                                                                   SURRENDER
POLICY DURATION                                                  CHARGE FACTOR
- ---------------------------------------------------------------  -------------
<S>                                                              <C>
1..............................................................         100%
2..............................................................         100%
3..............................................................         100%
4..............................................................         100%
5..............................................................         100%
6..............................................................          90%
7..............................................................          80%
8..............................................................          70%
9..............................................................          60%
10.............................................................          50%
11.............................................................          40%
12.............................................................          30%
13.............................................................          20%
14.............................................................          10%
15+............................................................           0%
</TABLE>
 
   
    A  Table of Surrender Charge Premiums for  various ages, sex and Face Amount
in the nonsmoker class is shown in Appendix B.
    
 
    An increase in the Face  Amount of the Policy  will result in an  additional
surrender  charge during  the 14 years.  The additional  surrender charge period
will begin on the effective date of the increase.
 
    If the Face  Amount of  the Policy  is reduced before  the end  of the  14th
Policy  year or within 14 years immediately following a Face Amount increase, We
may also deduct a pro  rata share of any  applicable surrender charge from  Your
Policy  Account Value. Reductions will first  be applied against the most recent
increase in the Face Amount  of the Policy. They will  then be applied to  prior
increases  in the Face Amount  of the Policy in the  reverse order in which such
increases took place, and then to the original Face Amount of the Policy.
 
PARTIAL SURRENDER CHARGE
 
    The Partial Surrender Charge is equal to a pro rata portion of the surrender
charge that  would apply  to a  full surrender,  determined by  multiplying  the
applicable  full surrender charge by a  fraction (equal to the partial surrender
amount payable plus the Partial  Surrender Administrative Charge divided by  the
result  of subtracting the applicable surrender charge from the unloaned portion
of the Policy Account Value). This amount is assessed against the Subaccounts or
the Guaranteed Account in the  same manner as provided  for with respect to  the
partial surrender amount paid.
 
    A  partial surrender charge  is also deducted from  the Policy Account Value
upon a decrease in Face Amount. The charge is equal to the applicable  surrender
charge multiplied by a fraction (equal to the decrease in Face Amount divided by
the Face Amount of the Policy prior to the decrease).
 
PARTIAL SURRENDER ADMINISTRATIVE CHARGE
 
    We  will  deduct an  administrative charge  upon  a partial  surrender. This
charge is  $25. If  required by  the  insurance regulations  of any  state,  the
administrative charge for a partial surrender will be equal to the lesser of $25
or  2% of the amount  surrendered. This charge will  be deducted from the Policy
Account Value in addition to the amount requested to be surrendered and will  be
considered  to be part of the partial surrender amount. See page   for rules for
allocating the deduction and Partial Surrenders on page   . We do not anticipate
making a profit on this charge.
 
                                       22
<PAGE>
    Each partial surrender will reduce the Policy Account Value by the amount of
partial surrender plus  the proportional surrender  charge and $25  fee. If  the
Death  Benefit coverage is the Level Death  Benefit Option, the Face Amount will
also be reduced by the amount of the partial surrender in the following order:
 
    1.  The most  recent increase in  the Face Amount, if  any, will be  reduced
       first
 
    2.   The next most recent increases in the Face Amount, if any, will then be
       successively decreased
 
    3.  The initial Face Amount will then be decreased.
DISCOUNT PURCHASE PROGRAMS
    The amount of the Surrender Charge  may be reduced or eliminated when  sales
of  the Policies are made to individuals or to groups of individuals in a manner
that, in the opinion of the Company,  results in savings of sales expenses.  For
purchases  made  by  officers,  directors  and  employees  of  the  Company,  an
affiliate, or any individual, firm, or  company that has executed the  necessary
agreements  to sell the Policies, and members  of the immediate families of such
officers, directors,  and employees,  the Company  may reduce  or eliminate  the
Surrender Charge.
 
                      HOW YOUR POLICY ACCOUNT VALUES VARY
 
   
    There  is no minimum  guaranteed Policy Account Value  or Net Cash Surrender
Value. These values will vary with the investment experience of the  Subaccounts
and/or  the crediting of interest in the  Guaranteed Account, and will depend on
the allocation of Policy  Account Value. If  the Net Cash  Surrender Value on  a
Monthly  Anniversary is  less than  the amount  of the  monthly deduction  to be
deducted on that date (see page 19), the  Policy will be in default and a  Grace
Period will begin.
    
 
DETERMINING THE POLICY ACCOUNT VALUE
 
    On  the Policy  Date the Policy  Account Value  is equal to  the initial Net
Premium. If the  Policy Date and  the Issue Date  are the same  day, the  Policy
Account  Value is equal to the initial  Net Premium, less the monthly deduction.
On  each  Valuation  Date  thereafter,  the  value  is  the  aggregate  of   the
accumulation values in the Subaccounts and the Guaranteed Account portion of the
Policy  Account  Value.  The  Policy  Account Value  will  vary  to  reflect the
performance of the Subaccounts  to which amounts  have been allocated,  interest
credited  on amounts  allocated to  the Guaranteed  Account, charges, transfers,
withdrawals, Policy loans and Policy loan repayments.
 
    ACCUMULATION UNIT VALUES.   When  You allocate  an amount  to a  Subaccount,
either  by  Net Premium  allocation or  transfer of  Policy Account  Value, Your
Policy is credited  with accumulation units  in that Subaccount.  The number  of
accumulation  units  is  determined  by dividing  the  amount  allocated  to the
Subaccount by the  Subaccounts accumulation  unit value for  the Valuation  Date
when the allocation is effected.
 
    The  number of  Subaccount accumulation units  credited to  Your Policy will
increase when  Net  Premiums  are  allocated  to  the  Subaccount,  amounts  are
transferred   to  the  Subaccount  and  loan  repayments  are  credited  to  the
Subaccount. The number  of Subaccount  accumulation units credited  to a  Policy
will  decrease when the allocated portion of the monthly deduction is taken from
the Subaccount,  a  Policy loan  is  taken from  the  Subaccount, an  amount  is
transferred  from the Subaccount, or a  partial surrender, including the partial
surrender charge, is taken from the subaccount.
 
    A Subaccounts  accumulation  unit value  varies  to reflect  the  investment
experience  of the underlying  Portfolio, and may increase  or decrease from one
Valuation Date to the next. The accumulation unit value for each Subaccount  was
arbitrarily  set at $10 when the  Subaccount was established. For each Valuation
Period  after  the  date  of  establishment,  the  accumulation  unit  value  is
determined by multiplying the value of an accumulation unit for a Subaccount for
the  prior valuation period by the net  investment factor for the Subaccount for
the current valuation period.
 
                                       23
<PAGE>
    NET INVESTMENT  FACTOR.   The net  investment  factor is  an index  used  to
measure  the investment performance of a Subaccount from one Valuation Period to
the next. It is based on the change  in net asset value of the Fund shares  held
by  the Subaccount, and  reflects any dividend or  capital gain distributions on
Fund shares and the deduction of the daily mortality and expense risk charge.
 
    GUARANTEED ACCOUNT VALUE.   On  any Valuation Date,  the Guaranteed  Account
portion of the Policy Account Value of a Policy is the total of all Net Premiums
allocated  to  the  Guaranteed  Account, plus  any  amounts  transferred  to the
Guaranteed Account, plus  interest credited  on such Net  Premiums and  amounts,
less the amount of any transfers from the Guaranteed Account, less the amount of
any  partial surrenders, including the partial surrender charges, taken from the
Guaranteed Account,  and less  the pro  rata portion  of the  monthly  deduction
deducted  from the Guaranteed Account. If there  have been any Policy Loans, the
Guaranteed Account Value is further adjusted to reflect the amount in the Policy
Loan Account held in the Guaranteed Account, including transfers to and from the
Policy Loan Account  as loans are  taken and repayments  are made, and  interest
credited on the Policy Loan Account.
 
NET POLICY ACCOUNT VALUE
 
    The Net Policy Account Value on a Valuation Date is the Policy Account Value
less Outstanding Loans on that date.
 
CASH SURRENDER VALUE
 
   
    The  Cash Surrender Value  on a Valuation  Date is the  Policy Account Value
reduced by  any surrender  charge that  would  be assessed  if the  Policy  were
surrendered on that date. The Cash Surrender Value is used to calculate the loan
value  and to determine whether Outstanding  Loans exceed the Policy limits (see
page 27). The loan value may not exceed  90% of the Net Cash Surrender Value  at
the time the loan is made.
    
 
NET CASH SURRENDER VALUE
 
    The  Net Cash Surrender Value on a Valuation Date is equal to the Net Policy
Account Value  reduced by  any surrender  charge that  would be  imposed if  the
Policy  were surrendered  on that date.  It is  the amount received  upon a full
surrender of the Policy.
 
                    DEATH BENEFIT AND CHANGES IN FACE AMOUNT
 
   
    As long as the Policy remains in  force, We will pay the Death Benefit  upon
receipt  at  Our Administrative  Office of  satisfactory  proof of  the Insureds
death. We will require return of the Policy. The Death Benefit will be paid in a
lump sum generally within seven days after We receive due proof of the death  of
the  Insured, (see  WHEN PROCEEDS  ARE PAID,  page 36)  or, if  elected, under a
payment option (see "PAYMENT OPTIONS," page 28). The Death Benefit will be  paid
to the Beneficiary. See SELECTING AND CHANGING THE BENEFICIARY, page 26.
    
 
    If part or all of the Death Benefit is paid in one sum, the Company will pay
interest on this sum from the date of the Insureds death to the date of payment.
We  determine the interest rate, but  it will not be less  than a rate of 3% per
year compounded annually.
 
DEATH BENEFIT OPTIONS
 
    The Policy Owner  may choose one  of two Death  Benefit Options, which  will
determine the Death Benefit. Under Option I, the Death Benefit is the greater of
the Face Amount or the applicable percentage of Policy Account Value on the date
of  the Insureds death. Under Option II, the Death Benefit is the greater of the
Face Amount plus the Policy Account  Value, or the applicable percentage of  the
Policy Account Value, on the date of the Insureds death.
 
    If  investment performance is favorable the  amount of the Death Benefit may
increase. However, under Option I, the Death Benefit ordinarily will not  change
for  several years to  reflect any favorable investment  performance and may not
change  at   all,   whereas   under   Option  II,   the   Death   Benefit   will
 
                                       24
<PAGE>
   
vary  directly with the  investment performance of the  Policy Account Value. To
see how and when investment performance  may begin to affect the Death  Benefit,
please see the illustrations beginning on page 29.
    
 
    The  applicable percentage of Policy Account  Value is 250% when the Insured
is Attained Age 40 or less, and decreases each year thereafter to 100% when  the
Insured  is  Attained Age  95. A  table showing  the applicable  percentages for
Attained Ages 0 to 99  is shown below. The  Internal Revenue Code requires  that
the applicable percentage requirements be met in order for the Policy to qualify
under the Code as life insurance.
 
                        TABLE OF APPLICABLE PERCENTAGES
 
<TABLE>
<CAPTION>
                                                                  PERCENTAGE OF POLICY
ATTAINED AGE                                                          ACCOUNT VALUE
- ----------------------------------------------------------------  ---------------------
<S>                                                               <C>
Under 40........................................................              250%
45..............................................................              215%
50..............................................................              185%
55..............................................................              150%
60..............................................................              130%
70..............................................................              115%
75 through 90...................................................              105%
95 through 99...................................................              100%
</TABLE>
 
    The  initial Face Amount  is set at the  time the Policy  is issued. You may
increase or decrease the Face Amount from time to time, as discussed below.  You
select  from Options I or II when you  apply for the Policy. You also may change
the Option, as discussed below.
 
CHANGES IN DEATH BENEFIT OPTIONS
 
    You can  change Your  Death Benefit  Option on  Your Policy  subject to  the
following  rules. After  any change,  We may  require that  You submit evidence,
satisfactory to Us that the Insured is  then insurable. If You ask Us to  change
from  Option I to Option II,  We will decrease the Face  Amount of the Policy by
the amount in Your  Policy Account Value  on the date  the change takes  effect.
However,  We reserve the right to decline to make such change if it would reduce
the Face Amount of this Policy below the minimum Face Amount for which We  would
then issue the Policy under Our rules. If You ask Us to change from Option II to
Option  I, We will increase the Face Amount of this Policy by the amount in Your
Policy Account Value  on the date  the change takes  effect. Such decreases  and
increases  in the Face Amount  of the Policy are made  so that the Death Benefit
remains the same on  the date the  change takes effect.  However, if Your  Death
Benefit  is determined  by a  percentage multiple  of the  Policy Account Value,
there may be an increase in the Death Benefit.
 
    The change  will take  effect at  the  beginning of  the Policy  Month  that
coincides with or next follows the date We approve Your request.
 
    We  reserve the right to decline to  make any change that We determine would
cause the Policy to fail to qualify  as life insurance under applicable tax  law
as interpreted by Us.
 
    You  may ask for a change by completing an Application For Change, which You
can get from Our agent or by writing to Us at Our Administrative Office. A  copy
of  Your Application For Change  will be attached to  the new policy information
section of  the Policy  that We  will issue  when the  change is  made. The  new
section  and the Application For Change will become a part of the Policy. We may
require You to return the Policy to  Our Administrative Office to make a  Policy
change.
 
CHANGES IN FACE AMOUNT
 
    At  any time after the  first Policy Year while the  Policy is in force, You
may request a change in the Face Amount, subject to the following conditions. No
change will be permitted that would result in
 
                                       25
<PAGE>
   
Your Policy's death benefit  not being excludable from  gross income due to  not
satisfying  the requirements of Section 7702  of the Internal Revenue Code. This
may result  in  the  Policy  not  being  deemed  as  life  insurance.  (See  TAX
CONSIDERATIONS, Page 37.)
    
 
   
    Any  increase in  the Face  Amount must  be at  least $10,000,  however, the
resulting Face Amount of the Policy after  the increase may not be in excess  of
twice  the Face Amount  of the Policy  on the Issue  Date. A written application
must  be  submitted  to  Our  Administrative  Office  along  with  evidence   of
insurability  satisfactory  to the  Company. A  change  in the  Planned Periodic
Premium may be advisable. See PREMIUMS  UPON INCREASE IN SPECIFIED FACE  AMOUNT,
page  15.  The increase  in Face  Amount  will become  effective on  the Monthly
Anniversary on or  next following  the date the  increase is  approved, and  the
Policy  Account Value  will be  adjusted to  the extent  necessary to  reflect a
monthly deduction as of the effective date based on the increase in Face Amount.
You must return Your Policy so We can amend the Policy to reflect the  increase.
There  will be an additional $20 per month in Monthly Expense Charges imposed on
the contract for the next twelve months immediately following the effective date
of such an increase.
    
 
    Any decrease in the Face Amount must be at least $5,000 and the Face  Amount
after  the decrease must  be at least  $50,000. In addition,  no decrease may be
made in the first twelve months following  the effective date of an increase  in
Face  Amount. During  the first five  Policy years,  the Face Amount  may not be
decreased by more than 10 percent of  the initial Face Amount in any one  Policy
Year. A decrease in Face Amount will become effective on the Monthly Anniversary
that   coincides  with  or  next  follows  Our  receipt  of  a  request  at  Our
Administrative Office.
 
   
    There is an impact on Surrender Charges for both increases and decreases  in
Face Amount. (See SURRENDER CHARGES, Page 21.)
    
 
SELECTING AND CHANGING THE BENEFICIARY
 
    You  select  a Beneficiary  in Your  application. You  may later  change the
Beneficiary in accordance with the terms of the Policy. If the Insured dies  and
there is no surviving Beneficiary, the Owner's estate will be the Beneficiary.
 
                                 CASH BENEFITS
 
POLICY LOANS
 
   
    You  may borrow up  to the loan value  of Your Policy at  any time after the
first twelve months of  the Policy, or after  the first twelve months  following
any   increase  in  Face  Amount,  by   submitting  a  written  request  to  Our
Administrative Office. The minimum amount You may borrow is $500. The loan value
is 90% of  Your Net Cash  Surrender Value. Outstanding  Policy loans reduce  the
amount  of the loan value  available for new Policy  loans. Policy loans will be
processed as of  the date  Your written request  is received  and loan  proceeds
generally  will be sent  to You within  seven days. See  WHEN PROCEEDS ARE PAID,
page 36, and PAYMENTS FROM THE GUARANTEED ACCOUNT, page 18.
    
 
    INTEREST.  We will charge interest daily on any outstanding Policy Loan at a
declared annual rate not in excess of 8.00%. The current rate, subject to change
by the Company, is 8.00%. Interest is due and payable at the end of each  Policy
Year  while a Policy Loan is outstanding. If  interest is not paid when due, the
amount of the interest is added to the Loan and becomes part of the  outstanding
Policy Loan.
 
    OUTSTANDING  LOANS.  Unrepaid Policy  loans (including unpaid interest added
to the Loan) plus accrued interest not yet due equals the Outstanding Loans.
 
    LOAN REPAYMENT; EFFECT IF  NOT REPAID.   You may repay all  or part of  Your
Outstanding  Loan at any time  while the Insured is living  and the Policy is in
force. Loan repayments  must be sent  to Our Administrative  Office and will  be
credited  as of the date received. If  the Death Benefit becomes payable while a
Policy Loan is outstanding, the Outstanding Loan will be deducted in calculating
the Death Benefit. If the Outstanding Loans exceed the Net Cash Surrender  Value
on any monthly
 
                                       26
<PAGE>
anniversary,  the Policy will be in default.  We will send You, and any assignee
of record, notice of the default. You will have a 61-day Grace Period to  submit
a  sufficient payment to  avoid termination. The notice  will specify the amount
that must be repaid to prevent termination.
 
    POLICY LOAN ACCOUNT.   When a Policy  Loan is made, an  amount equal to  the
Loan  proceeds is  withdrawn from the  Policy Account Value  in the Subaccounts.
This withdrawal is made  pro rata on  the basis of the  Policy Account Value  in
each  Subaccount unless  You direct a  different allocation  when requesting the
Loan. The Loan amount withdrawn is  then transferred to the Policy Loan  Account
in the Guaranteed Account. Conversely, when a Loan is repaid, an amount equal to
the  repayment  will  be  transferred  from  the  Policy  Loan  Account  to  the
Subaccounts in  accordance  with  Your then  effective  Net  Premium  allocation
percentages. Thus, a Loan or Loan repayment will have no immediate effect on the
Policy  Account Value, but other Policy values, such as the Net Policy Value and
Net Cash Surrender Value, will be reduced or increased immediately by the amount
transferred to or from the Policy Loan Account.
 
    POLICY LOAN NET COST.  The maximum net cost of a Loan is 2.00% per year (the
difference between the rate of interest We charge in Policy loans and the amount
We credit  on  the  equivalent amount  held  in  the Policy  Loan  Account).  In
addition,  We currently intend to credit 6.00%  on the amount held in the Policy
Loan Account during  the first 10  Policy Years.  The net loan  cost during  the
first 10 Policy Years will always be no more than 2.00%.
 
    For  Policy Years 11 and later, a portion of the maximum loanable amount may
be available on  a preferred  loan basis. The  amount available  on a  preferred
basis  is the excess,  if any, of the  Policy Account Value over  the sum of the
Premiums paid. For a preferred loan,  the interest rate charged and credited  to
the preferred portion of the loan value will be the same.
 
    EFFECT  OF POLICY LOAN.   A Policy Loan, whether or  not repaid, will have a
permanent effect on  the Death  Benefit and  Policy Account  Values because  the
investment results of the Subaccounts and current interest rates credited in the
Guaranteed  Account  will apply  only to  the non-loaned  portion of  the Policy
Account Value. The longer  the Loan is outstanding,  the greater this effect  is
likely to be. Depending on the investment results of the Subaccounts or credited
interest  rates for the Guaranteed Account while the Policy Loan is outstanding,
the effect  could  be  favorable  or  unfavorable.  Also,  Policy  Loans  could,
particularly  if not repaid, make it more  likely than otherwise for a Policy to
terminate.
 
SURRENDERING THE POLICY FOR NET CASH SURRENDER VALUE
 
   
    You may surrender your Policy at any  time for its Net Cash Surrender  Value
by  submitting a written  request to Our Administrative  Office. We will require
return of the Policy. A Surrender Charge may apply. See SURRENDER CHARGES,  page
21.  A surrender request will  be processed as of  the date Your written request
and all required documents are received and generally will be paid within  seven
days.  See WHEN  PROCEEDS ARE  PAID, page 36,  and PAYMENTS  FROM THE GUARANTEED
ACCOUNT, page 18. The Net Cash Surrender Value may be taken in one sum or it may
be applied to a payment option. See  PAYMENT OPTIONS, page 28. Your Policy  will
terminate  and cease to be in force if  it is surrendered for one sum. It cannot
later be reinstated.
    
 
PARTIAL SURRENDERS
 
    We will not allow a partial surrender during the first twelve months of  the
Policy  or  during  the  first twelve  Policy  months  immediately  following an
increase in the Face Amount of the Policy. After the first Policy year, You  may
make partial surrenders under Your Policy up to a maximum of 90% of the Net Cash
Surrender  Value subject to the following  conditions. You must submit a written
request to Our Administrative Office. The  Net Cash Surrender Value must  exceed
$500  after the partial surrender is deducted  from the Policy Account Value. No
more than two  partial surrenders may  be made  during a Policy  Year, and  each
partial    surrender   must   be   at    least   $500.   A   partial   surrender
 
                                       27
<PAGE>
   
charge and an administrative charge will be assessed on a partial surrender. See
PARTIAL SURRENDER CHARGE, page 22. This charge will be deducted from Your Policy
Account Value along  with the  amount requested to  be surrendered  and will  be
considered  part  of the  partial  surrender (together,  the  "partial surrender
amount"). Policy Account Values will be reduced by the partial surrender amount.
    
 
   
    When You  request  a partial  surrender,  You  can direct  how  the  partial
surrender  amount  will  be  deducted  from Your  Policy  Account  Value  in the
Accounts. If You  provide no directions,  the partial surrender  amount will  be
deducted from Your Policy Account Value in the Accounts on a pro rata basis. See
DEDUCTIONS FROM THE GUARANTEED ACCOUNT, page 18.
    
 
    If  the Option I is in  effect, the Face Amount will  also be reduced by the
partial surrender amount.  If the Face  Amount has been  increased, the  partial
surrender  will reduce first  the most recent  increase, and then  the next most
recent increase, if any, in reverse order, and finally the initial Face  Amount.
No  partial surrender may be made that would reduce the Face Amount to less than
$50,000.
 
   
    Partial surrender requests  will be processed  as of the  date your  written
request  is received,  and generally  will be paid  within seven  days. See WHEN
PROCEEDS ARE PAID, page 36, and PAYMENTS FROM THE GUARANTEED ACCOUNT, page 18.
    
 
MATURITY BENEFIT
 
    The Maturity Date is the Policy Anniversary following Insureds Attained  Age
99  unless you requested  an extended Maturity  Date. If the  Policy is still in
force on  the Maturity  Date, the  Maturity Benefit  will be  paid to  You.  The
Maturity  Benefit is equal to the Policy Account Value less Outstanding Loans on
the Maturity Date.
 
PAYMENT OPTIONS
 
    The Policy offers  a wide  variety of  optional ways  of receiving  proceeds
payable under the Policy, such as on surrender, death or maturity, other than in
a  lump sum. Any agent authorized to  sell this Policy can explain these options
upon request. None of  these options vary with  the investment performance of  a
separate account because they are all forms of guaranteed benefit payments.
 
                                       28
<PAGE>
           ILLUSTRATIONS OF POLICY VALUES, NET CASH SURRENDER VALUES,
                    DEATH BENEFITS AND ACCUMULATED PREMIUMS
 
    The  following tables have been prepared to  show how certain values under a
Policy change with investment performance over  an extended period of time.  The
tables  illustrate  how  Policy  Values, Net  Cash  Surrender  Values  and Death
Benefits under a Policy covering  an Insured of a given  age on the Issue  Date,
would  vary over time if  planned premiums were paid  annually and the return on
the assets in  the selected  Funds was an  average rate  of 0%, 6%  or 12%.  The
tables also show Planned Periodic Premiums accumulated at 5% interest.
 
    The  tables reflect the  fact that the  net investment return  on the assets
held in the subaccounts is lower than the gross after tax return of the selected
Funds. The tables assume an average annual expense ratio of 0.82% of the average
daily net assets of the Funds available under the Policies. This average  annual
expense  ratio is based on the expense ratios  of each of the Funds for the last
fiscal year,  adjusted, as  appropriate, for  any material  changes in  expenses
effective  for  the current  fiscal  year of  a  Fund. For  information  on Fund
expenses, see the prospectuses for the Funds accompanying this prospectus.
 
    In addition, the tables reflect the daily charge to the Separate Account for
assuming mortality and expense risks, which is equivalent to an effective annual
charge at the guaranteed maximum rate of  0.90% which is also the current  rate.
In Policy Years 11 and later, the Company may reduce the effective annual charge
to  a current rate of  no less than 0.50%. After  deduction of Fund expenses and
the mortality and expense risk  charge, the illustrated gross annual  investment
rates  of return of  0%, 6% and  12% would correspond  to approximate net annual
rates of 1.74%, 4.26% and 10.26%.
 
    The tables also reflect the deduction of the monthly expense charge and  the
monthly  Cost of Insurance Charge for the hypothetical Insured. Our current cost
of insurance charges and the higher guaranteed maximum cost of insurance charges
We have the contractual right to charge are reflected in separate tables on each
of the following  pages. All the  tables reflect  the fact that  no charges  for
federal  income taxes are currently made against the Separate Account and assume
no Outstanding  Loans or  charges  for supplemental  benefits. The  tables  also
reflect a state premium tax rate of 2.00%.
 
    The  illustrations are based on Our  sex distinct rates for nonsmokers. Upon
request, We  will furnish  a  comparable illustration  based upon  the  proposed
Insured's  individual  circumstances.  Such illustrations  may  assume different
hypothetical rates of return than those illustrated in the following tables.
 
                                       29
<PAGE>
   
                         ILLUSTRATION OF POLICY VALUES
                           AIG LIFE INSURANCE COMPANY
MALE ISSUE AGE 35                                                     NON SMOKER
                             $2,000 ANNUAL PREMIUM
                              $200,000 FACE AMOUNT
                          DEATH BENEFIT OPTION (LEVEL)
    
 
<TABLE>
<CAPTION>
                                                          USING CURRENT COST OF INSURANCE RATES
                         -------------------------------------------------------------------------------------------------------
                                  0% HYPOTHETICAL                    6% HYPOTHETICAL                   12% HYPOTHETICAL
             PREMIUMS         GROSS INVESTMENT RETURN            GROSS INVESTMENT RETURN            GROSS INVESTMENT RETURN
           ACCUMULATED   ---------------------------------  ---------------------------------  ---------------------------------
 END OF      AT 5.00%     POLICY     NET CASH                POLICY     NET CASH                POLICY     NET CASH
 POLICY    INTEREST PER   ACCOUNT    SURRENDER     DEATH     ACCOUNT    SURRENDER     DEATH     ACCOUNT    SURRENDER     DEATH
  YEAR         YEAR        VALUE       VALUE      BENEFIT     VALUE       VALUE      BENEFIT     VALUE       VALUE      BENEFIT
- ---------  ------------  ---------  -----------  ---------  ---------  -----------  ---------  ---------  -----------  ---------
<S>        <C>           <C>        <C>          <C>        <C>        <C>          <C>        <C>        <C>          <C>
    1       $    2,100   $   1,277   $     777   $ 200,000  $   1,369   $     869   $ 200,000  $   1,462   $     962   $ 200,000
    2       $    4,305   $   2,760   $   2,260   $ 200,000  $   3,031   $   2,531   $ 200,000  $   3,313   $   2,813   $ 200,000
    3       $    6,620   $   4,204   $   3,704   $ 200,000  $   4,749   $   4,249   $ 200,000  $   5,338   $   4,838   $ 200,000
    4       $    9,051   $   5,610   $   5,110   $ 200,000  $   6,524   $   6,024   $ 200,000  $   7,553   $   7,053   $ 200,000
    5       $   11,604   $   6,971   $   6,471   $ 200,000  $   8,354   $   7,854   $ 200,000  $   9,971   $   9,471   $ 200,000
    6       $   14,284   $   8,293   $   7,843   $ 200,000  $  10,246   $   9,796   $ 200,000  $  12,620   $  12,170   $ 200,000
    7       $   17,098   $   9,581   $   9,181   $ 200,000  $  12,205   $  11,805   $ 200,000  $  15,526   $  15,126   $ 200,000
    8       $   20,053   $  10,836   $  10,486   $ 200,000  $  14,238   $  13,888   $ 200,000  $  18,718   $  18,368   $ 200,000
    9       $   23,156   $  12,058   $  11,758   $ 200,000  $  16,346   $  16,046   $ 200,000  $  22,224   $  21,924   $ 200,000
   10       $   26,414   $  13,237   $  12,987   $ 200,000  $  18,521   $  18,271   $ 200,000  $  26,066   $  25,816   $ 200,000
   11       $   29,834   $  14,400   $  14,200   $ 200,000  $  20,819   $  20,619   $ 200,000  $  30,371   $  30,171   $ 200,000
   12       $   33,426   $  15,504   $  15,354   $ 200,000  $  23,182   $  23,032   $ 200,000  $  35,095   $  34,945   $ 200,000
   13       $   37,197   $  16,554   $  16,454   $ 200,000  $  25,619   $  25,519   $ 200,000  $  40,290   $  40,190   $ 200,000
   14       $   41,157   $  17,578   $  17,528   $ 200,000  $  28,161   $  28,111   $ 200,000  $  46,035   $  45,985   $ 200,000
   15       $   45,315   $  18,555   $  18,555   $ 200,000  $  30,792   $  30,792   $ 200,000  $  52,370   $  52,370   $ 200,000
   16       $   49,681   $  19,464   $  19,464   $ 200,000  $  33,497   $  33,497   $ 200,000  $  59,344   $  59,344   $ 200,000
   17       $   54,265   $  20,304   $  20,304   $ 200,000  $  36,280   $  36,280   $ 200,000  $  67,032   $  67,032   $ 200,000
   18       $   59,078   $  21,088   $  21,088   $ 200,000  $  39,157   $  39,157   $ 200,000  $  75,523   $  75,523   $ 200,000
   19       $   64,132   $  21,816   $  21,816   $ 200,000  $  42,133   $  42,133   $ 200,000  $  84,911   $  84,911   $ 200,000
   20       $   69,439   $  22,468   $  22,468   $ 200,000  $  45,198   $  45,198   $ 200,000  $  95,287   $  95,287   $ 200,000
   25       $  100,227   $  23,990   $  23,990   $ 200,000  $  61,515   $  61,515   $ 200,000  $ 166,258   $ 166,258   $ 222,785
   30       $  139,522   $  22,541   $  22,541   $ 200,000  $  80,149   $  80,149   $ 200,000  $ 282,793   $ 282,793   $ 345,007
</TABLE>
 
The above illustrations are based on the following:
(1) Assumes no policy loans have been made.
(2)  Current values reflect current cost of insurance rates, a state premium tax
    rate of 2.00%, a combined administrative charge of $25.00 per month in  year
    1 and $5.00 per month thereafter, and a mortality and expense risk charge of
    0.90%  of assets for  the first 10  policy years and  0.50% for policy years
    eleven and later.
(3) Net investment returns are  calculated as the hypothetical gross  investment
    returns less all charges and deductions shown in the prospectus.
(4) Assumes that the premium is paid at the beginning of the policy year. Values
    would be different if the premiums are paid with a different frequency or in
    different amounts.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
THE  HYPOTHETICAL INVESTMENT RATES  OF RETURN SHOWN ABOVE  AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS  THAN THOSE  SHOWN AND  WILL DEPEND  ON A  NUMBER OF  FACTORS INCLUDING THE
INVESTMENT  ALLOCATIONS  MADE  BY  AN  OWNER,  PREVAILING  RATES  AND  RATES  OF
INFLATION. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM
THOSE  SHOWN IF THE ACTUAL RATES OF RETURN  AVERAGED 0%, 6% OR 12% OVER A PERIOD
OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY
YEARS. NO REPRESENTATION  CAN BE  MADE BY  THE COMPANY  OR THE  FUND THAT  THESE
HYPOTHETICAL  RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                                       30
<PAGE>
   
                         ILLUSTRATION OF POLICY VALUES
                           AIG LIFE INSURANCE COMPANY
MALE ISSUE AGE 35                                                     NON SMOKER
                             $2,000 ANNUAL PREMIUM
                              $200,000 FACE AMOUNT
                          DEATH BENEFIT OPTION (LEVEL)
    
 
<TABLE>
<CAPTION>
                                                        USING GUARANTEED COST OF INSURANCE RATES
                         -------------------------------------------------------------------------------------------------------
                                  0% HYPOTHETICAL                    6% HYPOTHETICAL                   12% HYPOTHETICAL
             PREMIUMS         GROSS INVESTMENT RETURN            GROSS INVESTMENT RETURN            GROSS INVESTMENT RETURN
           ACCUMULATED   ---------------------------------  ---------------------------------  ---------------------------------
 END OF      AT 5.00%     POLICY     NET CASH                POLICY     NET CASH                POLICY     NET CASH
 POLICY    INTEREST PER   ACCOUNT    SURRENDER     DEATH     ACCOUNT    SURRENDER     DEATH     ACCOUNT    SURRENDER     DEATH
  YEAR         YEAR        VALUE       VALUE      BENEFIT     VALUE       VALUE      BENEFIT     VALUE       VALUE      BENEFIT
- ---------  ------------  ---------  -----------  ---------  ---------  -----------  ---------  ---------  -----------  ---------
<S>        <C>           <C>        <C>          <C>        <C>        <C>          <C>        <C>        <C>          <C>
    1       $    2,100   $   1,073   $     573   $ 200,000  $   1,158   $     658   $ 200,000  $   1,244   $     744   $ 200,000
    2       $    4,305   $   2,409   $   1,909   $ 200,000  $   2,656   $   2,156   $ 200,000  $   2,914   $   2,414   $ 200,000
    3       $    6,620   $   3,702   $   3,202   $ 200,000  $   4,196   $   3,696   $ 200,000  $   4,731   $   4,231   $ 200,000
    4       $    9,051   $   4,950   $   4,450   $ 200,000  $   5,777   $   5,277   $ 200,000  $   6,709   $   6,209   $ 200,000
    5       $   11,604   $   6,152   $   5,652   $ 200,000  $   7,401   $   6,901   $ 200,000  $   8,863   $   8,363   $ 200,000
    6       $   14,284   $   7,304   $   6,854   $ 200,000  $   9,063   $   8,613   $ 200,000  $  11,205   $  10,755   $ 200,000
    7       $   17,098   $   8,405   $   8,005   $ 200,000  $  10,764   $  10,364   $ 200,000  $  13,754   $  13,354   $ 200,000
    8       $   20,053   $   9,454   $   9,104   $ 200,000  $  12,505   $  12,155   $ 200,000  $  16,531   $  16,181   $ 200,000
    9       $   23,156   $  10,449   $  10,149   $ 200,000  $  14,283   $  13,983   $ 200,000  $  19,557   $  19,257   $ 200,000
   10       $   26,414   $  11,387   $  11,137   $ 200,000  $  16,099   $  15,849   $ 200,000  $  22,854   $  22,604   $ 200,000
   11       $   29,834   $  12,264   $  12,064   $ 200,000  $  17,948   $  17,748   $ 200,000  $  26,447   $  26,247   $ 200,000
   12       $   33,426   $  13,077   $  12,927   $ 200,000  $  19,830   $  19,680   $ 200,000  $  30,367   $  30,217   $ 200,000
   13       $   37,197   $  13,824   $  13,724   $ 200,000  $  21,743   $  21,643   $ 200,000  $  34,645   $  34,545   $ 200,000
   14       $   41,157   $  14,501   $  14,451   $ 200,000  $  23,685   $  23,635   $ 200,000  $  39,317   $  39,267   $ 200,000
   15       $   45,315   $  15,103   $  15,103   $ 200,000  $  25,653   $  25,653   $ 200,000  $  44,423   $  44,423   $ 200,000
   16       $   49,681   $  15,624   $  15,624   $ 200,000  $  27,640   $  27,640   $ 200,000  $  50,006   $  50,006   $ 200,000
   17       $   54,265   $  16,053   $  16,053   $ 200,000  $  29,640   $  29,640   $ 200,000  $  56,110   $  56,110   $ 200,000
   18       $   59,078   $  16,379   $  16,379   $ 200,000  $  31,643   $  31,643   $ 200,000  $  62,788   $  62,788   $ 200,000
   19       $   64,132   $  16,589   $  16,589   $ 200,000  $  33,636   $  33,636   $ 200,000  $  70,099   $  70,099   $ 200,000
   20       $   69,439   $  16,673   $  16,673   $ 200,000  $  35,611   $  35,611   $ 200,000  $  78,110   $  78,110   $ 200,000
   25       $  100,227   $  14,749   $  14,749   $ 200,000  $  44,832   $  44,832   $ 200,000  $ 131,923   $ 131,923   $ 200,000
   30       $  139,522   $   6,961   $   6,961   $ 200,000  $  51,287   $  51,287   $ 200,000  $ 219,986   $ 219,986   $ 268,383
</TABLE>
 
The above illustrations are based on the following:
(1) Assumes no policy loans have been made.
(2) Values reflect guaranteed cost of insurance rates, a state premium tax  rate
    of 2.00%, a combined administrative charge of $35.00 per month in year 1 and
    $10.00  per month  thereafter, and  a mortality  and expense  risk charge of
    0.90% of assets for all years.
(3) Net investment returns are  calculated as the hypothetical gross  investment
    returns less all charges and deductions shown in the prospectus.
(4) Assumes that the premium is paid at the beginning of the policy year. Values
    would be different if the premiums are paid with a different frequency or in
    different amounts.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
THE  HYPOTHETICAL INVESTMENT RATES  OF RETURN SHOWN ABOVE  AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS  THAN THOSE  SHOWN AND  WILL DEPEND  ON A  NUMBER OF  FACTORS INCLUDING THE
INVESTMENT  ALLOCATIONS  MADE  BY  AN  OWNER,  PREVAILING  RATES  AND  RATES  OF
INFLATION. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM
THOSE  SHOWN IF THE ACTUAL RATES OF RETURN  AVERAGED 0%, 6% OR 12% OVER A PERIOD
OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY
YEARS. NO REPRESENTATION  CAN BE  MADE BY  THE COMPANY  OR THE  FUND THAT  THESE
HYPOTHETICAL  RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                                       31
<PAGE>
   
                         ILLUSTRATION OF POLICY VALUES
                           AIG LIFE INSURANCE COMPANY
MALE ISSUE AGE 40                                                     NON SMOKER
                             $3,200 ANNUAL PREMIUM
                              $250,000 FACE AMOUNT
                          DEATH BENEFIT OPTION (LEVEL)
    
 
<TABLE>
<CAPTION>
                                                          USING CURRENT COST OF INSURANCE RATES
                         -------------------------------------------------------------------------------------------------------
                                  0% HYPOTHETICAL                    6% HYPOTHETICAL                   12% HYPOTHETICAL
             PREMIUMS         GROSS INVESTMENT RETURN            GROSS INVESTMENT RETURN            GROSS INVESTMENT RETURN
           ACCUMULATED   ---------------------------------  ---------------------------------  ---------------------------------
 END OF      AT 5.00%     POLICY     NET CASH                POLICY     NET CASH                POLICY     NET CASH
 POLICY    INTEREST PER   ACCOUNT    SURRENDER     DEATH     ACCOUNT    SURRENDER     DEATH     ACCOUNT    SURRENDER     DEATH
  YEAR         YEAR        VALUE       VALUE      BENEFIT     VALUE       VALUE      BENEFIT     VALUE       VALUE      BENEFIT
- ---------  ------------  ---------  -----------  ---------  ---------  -----------  ---------  ---------  -----------  ---------
<S>        <C>           <C>        <C>          <C>        <C>        <C>          <C>        <C>        <C>          <C>
    1       $    3,360   $   2,206   $   1,406   $ 250,000  $   2,358   $   1,558   $ 250,000  $   2,511   $   1,711   $ 250,000
    2       $    6,888   $   4,595   $   3,795   $ 250,000  $   5,044   $   4,244   $ 250,000  $   5,512   $   4,712   $ 250,000
    3       $   10,592   $   6,933   $   6,133   $ 250,000  $   7,833   $   7,033   $ 250,000  $   8,806   $   8,006   $ 250,000
    4       $   14,482   $   9,218   $   8,418   $ 250,000  $  10,725   $   9,925   $ 250,000  $  12,420   $  11,620   $ 250,000
    5       $   18,566   $  11,435   $  10,635   $ 250,000  $  13,711   $  12,911   $ 250,000  $  16,373   $  15,573   $ 250,000
    6       $   22,854   $  13,549   $  12,829   $ 250,000  $  16,757   $  16,037   $ 250,000  $  20,660   $  19,940   $ 250,000
    7       $   27,357   $  15,572   $  14,932   $ 250,000  $  19,877   $  19,237   $ 250,000  $  25,330   $  24,690   $ 250,000
    8       $   32,085   $  17,512   $  16,952   $ 250,000  $  23,083   $  22,523   $ 250,000  $  30,429   $  29,869   $ 250,000
    9       $   37,049   $  19,407   $  18,927   $ 250,000  $  26,415   $  25,935   $ 250,000  $  36,043   $  35,563   $ 250,000
   10       $   42,262   $  21,228   $  20,828   $ 250,000  $  29,850   $  29,450   $ 250,000  $  42,195   $  41,795   $ 250,000
   11       $   47,735   $  23,042   $  22,722   $ 250,000  $  33,500   $  33,180   $ 250,000  $  49,112   $  48,792   $ 250,000
   12       $   53,482   $  24,765   $  24,525   $ 250,000  $  37,259   $  37,019   $ 250,000  $  56,716   $  56,476   $ 250,000
   13       $   59,516   $  26,410   $  26,250   $ 250,000  $  41,148   $  40,988   $ 250,000  $  65,098   $  64,938   $ 250,000
   14       $   65,851   $  27,980   $  27,900   $ 250,000  $  45,173   $  45,093   $ 250,000  $  74,347   $  74,267   $ 250,000
   15       $   72,504   $  29,450   $  29,450   $ 250,000  $  49,321   $  49,321   $ 250,000  $  84,543   $  84,543   $ 250,000
   16       $   79,489   $  30,774   $  30,774   $ 250,000  $  53,557   $  53,557   $ 250,000  $  95,763   $  95,763   $ 250,000
   17       $   86,824   $  31,969   $  31,969   $ 250,000  $  57,902   $  57,902   $ 250,000  $ 108,145   $ 108,145   $ 250,000
   18       $   94,525   $  33,004   $  33,004   $ 250,000  $  62,338   $  62,338   $ 250,000  $ 121,811   $ 121,811   $ 250,000
   19       $  102,611   $  33,860   $  33,860   $ 250,000  $  66,858   $  66,858   $ 250,000  $ 136,914   $ 136,914   $ 250,000
   20       $  111,102   $  34,578   $  34,578   $ 250,000  $  71,505   $  71,505   $ 250,000  $ 153,661   $ 153,661   $ 250,000
   25       $  160,363   $  35,995   $  35,995   $ 250,000  $  97,033   $  97,033   $ 250,000  $ 269,134   $ 269,134   $ 328,343
   30       $  223,235   $  32,072   $  32,072   $ 250,000  $ 126,783   $ 126,783   $ 250,000  $ 457,558   $ 457,558   $ 530,767
</TABLE>
 
The above illustrations are based on the following:
(1) Assumes no policy loans have been made.
(2) Current values reflect current cost of insurance rates, a state premium  tax
    rate  of 2.00%, a combined administrative charge of $25.00 per month in year
    1 and $5.00 per month thereafter, and a mortality and expense risk charge of
    0.90% of assets for  the first 10  policy years and  0.50% for policy  years
    eleven and later.
(3)  Net investment returns are calculated  as the hypothetical gross investment
    returns less all charges and deductions shown in the prospectus.
(4) Assumes that the premium is paid at the beginning of the policy year. Values
    would be different if the premiums are paid with a different frequency or in
    different amounts.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
THE HYPOTHETICAL INVESTMENT RATES  OF RETURN SHOWN ABOVE  AND ELSEWHERE IN  THIS
PROSPECTUS  ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE  SHOWN AND  WILL DEPEND  ON A  NUMBER OF  FACTORS INCLUDING  THE
INVESTMENT  ALLOCATIONS  MADE  BY  AN  OWNER,  PREVAILING  RATES  AND  RATES  OF
INFLATION. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL RATES OF RETURN  AVERAGED 0%, 6% OR 12% OVER A  PERIOD
OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY
YEARS.  NO REPRESENTATION  CAN BE  MADE BY  THE COMPANY  OR THE  FUND THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED  OVER
ANY PERIOD OF TIME.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                                       32
<PAGE>
   
                         ILLUSTRATION OF POLICY VALUES
                           AIG LIFE INSURANCE COMPANY
MALE ISSUE AGE 40                                                     NON SMOKER
                             $3,200 ANNUAL PREMIUM
                              $250,000 FACE AMOUNT
                          DEATH BENEFIT OPTION (LEVEL)
    
 
<TABLE>
<CAPTION>
                                                        USING GUARANTEED COST OF INSURANCE RATES
                         -------------------------------------------------------------------------------------------------------
                                  0% HYPOTHETICAL                    6% HYPOTHETICAL                   12% HYPOTHETICAL
             PREMIUMS         GROSS INVESTMENT RETURN            GROSS INVESTMENT RETURN            GROSS INVESTMENT RETURN
           ACCUMULATED   ---------------------------------  ---------------------------------  ---------------------------------
 END OF      AT 5.00%     POLICY     NET CASH                POLICY     NET CASH                POLICY     NET CASH
 POLICY    INTEREST PER   ACCOUNT    SURRENDER     DEATH     ACCOUNT    SURRENDER     DEATH     ACCOUNT    SURRENDER     DEATH
  YEAR         YEAR        VALUE       VALUE      BENEFIT     VALUE       VALUE      BENEFIT     VALUE       VALUE      BENEFIT
- ---------  ------------  ---------  -----------  ---------  ---------  -----------  ---------  ---------  -----------  ---------
<S>        <C>           <C>        <C>          <C>        <C>        <C>          <C>        <C>        <C>          <C>
    1       $    3,360   $   1,927   $   1,127   $ 250,000  $   2,071   $   1,271   $ 250,000  $   2,215   $   1,415   $ 250,000
    2       $    6,888   $   4,080   $   3,280   $ 250,000  $   4,496   $   3,696   $ 250,000  $   4,929   $   4,129   $ 250,000
    3       $   10,592   $   6,155   $   5,355   $ 250,000  $   6,981   $   6,181   $ 250,000  $   7,877   $   7,077   $ 250,000
    4       $   14,482   $   8,151   $   7,351   $ 250,000  $   9,527   $   8,727   $ 250,000  $  11,077   $  10,277   $ 250,000
    5       $   18,566   $  10,063   $   9,263   $ 250,000  $  12,131   $  11,331   $ 250,000  $  14,554   $  13,754   $ 250,000
    6       $   22,854   $  11,888   $  11,168   $ 250,000  $  14,790   $  14,070   $ 250,000  $  18,330   $  17,610   $ 250,000
    7       $   27,357   $  13,623   $  12,983   $ 250,000  $  17,504   $  16,864   $ 250,000  $  22,435   $  21,795   $ 250,000
    8       $   32,085   $  15,265   $  14,705   $ 250,000  $  20,271   $  19,711   $ 250,000  $  26,899   $  26,339   $ 250,000
    9       $   37,049   $  16,809   $  16,329   $ 250,000  $  23,090   $  22,610   $ 250,000  $  31,757   $  31,277   $ 250,000
   10       $   42,262   $  18,251   $  17,851   $ 250,000  $  25,957   $  25,557   $ 250,000  $  37,047   $  36,647   $ 250,000
   11       $   47,735   $  19,582   $  19,262   $ 250,000  $  28,866   $  28,546   $ 250,000  $  42,809   $  42,489   $ 250,000
   12       $   53,482   $  20,791   $  20,551   $ 250,000  $  31,807   $  31,567   $ 250,000  $  49,083   $  48,843   $ 250,000
   13       $   59,516   $  21,864   $  21,704   $ 250,000  $  34,770   $  34,610   $ 250,000  $  55,918   $  55,758   $ 250,000
   14       $   65,851   $  22,787   $  22,707   $ 250,000  $  37,742   $  37,662   $ 250,000  $  63,365   $  63,285   $ 250,000
   15       $   72,504   $  23,546   $  23,546   $ 250,000  $  40,711   $  40,711   $ 250,000  $  71,486   $  71,486   $ 250,000
   16       $   79,489   $  24,126   $  24,126   $ 250,000  $  43,665   $  43,665   $ 250,000  $  80,353   $  80,353   $ 250,000
   17       $   86,824   $  24,514   $  24,514   $ 250,000  $  46,593   $  46,593   $ 250,000  $  90,050   $  90,050   $ 250,000
   18       $   94,525   $  24,701   $  24,701   $ 250,000  $  49,489   $  49,489   $ 250,000  $ 100,678   $ 100,678   $ 250,000
   19       $  102,611   $  24,666   $  24,666   $ 250,000  $  52,336   $  52,336   $ 250,000  $ 112,345   $ 112,345   $ 250,000
   20       $  111,102   $  24,385   $  24,385   $ 250,000  $  55,113   $  55,113   $ 250,000  $ 125,179   $ 125,179   $ 250,000
   25       $  160,363   $  18,036   $  18,036   $ 250,000  $  66,941   $  66,941   $ 250,000  $ 212,968   $ 212,968   $ 259,820
   30       $  223,235   $       0   $       0   $       0  $  71,510   $  71,510   $ 250,000  $ 354,955   $ 354,955   $ 411,748
</TABLE>
 
The above illustrations are based on the following:
(1) Assumes no policy loans have been made.
(2)  Values reflect guaranteed cost of insurance rates, a state premium tax rate
    of 2.00%, a combined administrative charge of $35.00 per month in year 1 and
    $10.00 per month  thereafter, and  a mortality  and expense  risk charge  of
    0.90% of assets for all years.
(3)  Net investment returns are calculated  as the hypothetical gross investment
    returns less all charges and deductions shown in the prospectus.
(4) Assumes that the premium is paid at the beginning of the policy year. Values
    would be different if the premiums are paid with a different frequency or in
    different amounts.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
THE HYPOTHETICAL INVESTMENT RATES  OF RETURN SHOWN ABOVE  AND ELSEWHERE IN  THIS
PROSPECTUS  ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE  SHOWN AND  WILL DEPEND  ON A  NUMBER OF  FACTORS INCLUDING  THE
INVESTMENT  ALLOCATIONS  MADE  BY  AN  OWNER,  PREVAILING  RATES  AND  RATES  OF
INFLATION. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL RATES OF RETURN  AVERAGED 0%, 6% OR 12% OVER A  PERIOD
OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY
YEARS.  NO REPRESENTATION  CAN BE  MADE BY  THE COMPANY  OR THE  FUND THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED  OVER
ANY PERIOD OF TIME.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                                       33
<PAGE>
   
                         ILLUSTRATION OF POLICY VALUES
                           AIG LIFE INSURANCE COMPANY
MALE ISSUE AGE 50                                                     NON SMOKER
                             $8,500 ANNUAL PREMIUM
                              $400,000 FACE AMOUNT
                          DEATH BENEFIT OPTION (LEVEL)
    
 
<TABLE>
<CAPTION>
                                                          USING CURRENT COST OF INSURANCE RATES
                         --------------------------------------------------------------------------------------------------------
                                  0% HYPOTHETICAL                    6% HYPOTHETICAL                    12% HYPOTHETICAL
             PREMIUMS         GROSS INVESTMENT RETURN            GROSS INVESTMENT RETURN            GROSS INVESTMENT RETURN
           ACCUMULATED   ---------------------------------  ---------------------------------  ----------------------------------
 END OF      AT 5.00%     POLICY     NET CASH                POLICY     NET CASH                 POLICY     NET CASH
 POLICY    INTEREST PER   ACCOUNT    SURRENDER     DEATH     ACCOUNT    SURRENDER     DEATH     ACCOUNT    SURRENDER     DEATH
  YEAR         YEAR        VALUE       VALUE      BENEFIT     VALUE       VALUE      BENEFIT     VALUE       VALUE      BENEFIT
- ---------  ------------  ---------  -----------  ---------  ---------  -----------  ---------  ----------  ----------  ----------
<S>        <C>           <C>        <C>          <C>        <C>        <C>          <C>        <C>         <C>         <C>
    1       $    8,925   $   6,117   $   3,992   $ 400,000  $   6,531   $   4,406   $ 400,000  $    6,945  $    4,820  $  400,000
    2       $   18,296   $  12,261   $  10,136   $ 400,000  $  13,474   $  11,349   $ 400,000  $   14,737  $   12,612  $  400,000
    3       $   28,136   $  18,221   $  16,096   $ 400,000  $  20,629   $  18,504   $ 400,000  $   23,238  $   21,113  $  400,000
    4       $   38,468   $  23,999   $  21,874   $ 400,000  $  28,009   $  25,884   $ 400,000  $   32,528  $   30,403  $  400,000
    5       $   49,316   $  29,560   $  27,435   $ 400,000  $  35,586   $  33,461   $ 400,000  $   42,650  $   40,525  $  400,000
    6       $   60,707   $  34,830   $  32,918   $ 400,000  $  43,293   $  41,381   $ 400,000  $   53,622  $   51,710  $  400,000
    7       $   72,667   $  39,842   $  38,142   $ 400,000  $  51,170   $  49,470   $ 400,000  $   65,569  $   63,869  $  400,000
    8       $   85,226   $  44,550   $  43,063   $ 400,000  $  59,179   $  57,692   $ 400,000  $   78,559  $   77,071  $  400,000
    9       $   98,412   $  48,931   $  47,656   $ 400,000  $  67,306   $  66,031   $ 400,000  $   92,690  $   91,415  $  400,000
   10       $  112,258   $  53,054   $  51,992   $ 400,000  $  75,629   $  74,566   $ 400,000  $  108,168  $  107,105  $  400,000
   11       $  126,796   $  57,119   $  56,269   $ 400,000  $  84,467   $  83,617   $ 400,000  $  125,625  $  124,775  $  400,000
   12       $  142,060   $  61,002   $  60,364   $ 400,000  $  93,640   $  93,003   $ 400,000  $  144,954  $  144,317  $  400,000
   13       $  158,088   $  64,649   $  64,224   $ 400,000  $ 103,122   $ 102,697   $ 400,000  $  166,347  $  165,922  $  400,000
   14       $  174,918   $  68,030   $  67,817   $ 400,000  $ 112,909   $ 112,697   $ 400,000  $  190,049  $  189,836  $  400,000
   15       $  192,589   $  71,125   $  71,125   $ 400,000  $ 123,014   $ 123,014   $ 400,000  $  216,352  $  216,352  $  400,000
   16       $  211,143   $  73,915   $  73,915   $ 400,000  $ 133,451   $ 133,451   $ 400,000  $  245,598  $  245,598  $  400,000
   17       $  230,625   $  76,349   $  76,349   $ 400,000  $ 144,212   $ 144,212   $ 400,000  $  278,169  $  278,169  $  400,000
   18       $  251,082   $  78,369   $  78,369   $ 400,000  $ 155,292   $ 155,292   $ 400,000  $  314,523  $  314,523  $  400,000
   19       $  272,561   $  79,931   $  79,931   $ 400,000  $ 166,702   $ 166,702   $ 400,000  $  355,161  $  355,161  $  415,539
   20       $  295,114   $  80,997   $  80,997   $ 400,000  $ 178,469   $ 178,469   $ 400,000  $  400,040  $  400,040  $  464,047
   25       $  425,964   $  76,684   $  76,684   $ 400,000  $ 243,749   $ 243,749   $ 400,000  $  704,304  $  704,304  $  753,605
   30       $  592,967   $  49,925   $  49,925   $ 400,000  $ 327,249   $ 327,249   $ 400,000  $1,203,720  $1,203,720  $1,263,906
</TABLE>
 
The above illustrations are based on the following:
(1) Assumes no policy loans have been made.
(2)  Current values reflect current cost of insurance rates, a state premium tax
    rate of 2.00%, a combined administrative charge of $25.00 per month in  year
    1 and $5.00 per month thereafter, and a mortality and expense risk charge of
    0.90%  of assets for  the first 10  policy years and  0.50% for policy years
    eleven and later.
(3) Net investment returns are  calculated as the hypothetical gross  investment
    returns less all charges and deductions shown in the prospectus.
(4) Assumes that the premium is paid at the beginning of the policy year. Values
    would be different if the premiums are paid with a different frequency or in
    different amounts.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
THE  HYPOTHETICAL INVESTMENT RATES  OF RETURN SHOWN ABOVE  AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS  THAN THOSE  SHOWN AND  WILL DEPEND  ON A  NUMBER OF  FACTORS INCLUDING THE
INVESTMENT  ALLOCATIONS  MADE  BY  AN  OWNER,  PREVAILING  RATES  AND  RATES  OF
INFLATION. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM
THOSE  SHOWN IF THE ACTUAL RATES OF RETURN  AVERAGED 0%, 6% OR 12% OVER A PERIOD
OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY
YEARS. NO REPRESENTATION  CAN BE  MADE BY  THE COMPANY  OR THE  FUND THAT  THESE
HYPOTHETICAL  RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                                       34
<PAGE>
   
                         ILLUSTRATION OF POLICY VALUES
                           AIG LIFE INSURANCE COMPANY
MALE ISSUE AGE 50                                                     NON SMOKER
                             $8,500 ANNUAL PREMIUM
                              $400,000 FACE AMOUNT
                          DEATH BENEFIT OPTION (LEVEL)
    
 
<TABLE>
<CAPTION>
                                                        USING GUARANTEED COST OF INSURANCE RATES
                         -------------------------------------------------------------------------------------------------------
                                  0% HYPOTHETICAL                    6% HYPOTHETICAL                   12% HYPOTHETICAL
             PREMIUMS         GROSS INVESTMENT RETURN            GROSS INVESTMENT RETURN            GROSS INVESTMENT RETURN
           ACCUMULATED   ---------------------------------  ---------------------------------  ---------------------------------
 END OF      AT 5.00%     POLICY     NET CASH                POLICY     NET CASH                POLICY     NET CASH
 POLICY    INTEREST PER   ACCOUNT    SURRENDER     DEATH     ACCOUNT    SURRENDER     DEATH     ACCOUNT    SURRENDER     DEATH
  YEAR         YEAR        VALUE       VALUE      BENEFIT     VALUE       VALUE      BENEFIT     VALUE       VALUE      BENEFIT
- ---------  ------------  ---------  -----------  ---------  ---------  -----------  ---------  ---------  -----------  ---------
<S>        <C>           <C>        <C>          <C>        <C>        <C>          <C>        <C>        <C>          <C>
    1       $    8,925   $   5,361   $   3,236   $ 400,000  $   5,750   $   3,625   $ 400,000  $   6,142   $   4,017   $ 400,000
    2       $   18,296   $  10,774   $   8,649   $ 400,000  $  11,894   $   9,769   $ 400,000  $  13,063   $  10,938   $ 400,000
    3       $   28,136   $  15,920   $  13,795   $ 400,000  $  18,121   $  15,996   $ 400,000  $  20,510   $  18,385   $ 400,000
    4       $   38,468   $  20,777   $  18,652   $ 400,000  $  24,410   $  22,285   $ 400,000  $  28,515   $  26,390   $ 400,000
    5       $   49,316   $  25,329   $  23,204   $ 400,000  $  30,747   $  28,622   $ 400,000  $  37,123   $  34,998   $ 400,000
    6       $   60,707   $  29,554   $  27,642   $ 400,000  $  37,114   $  35,201   $ 400,000  $  46,382   $  44,469   $ 400,000
    7       $   72,667   $  33,438   $  31,738   $ 400,000  $  43,496   $  41,796   $ 400,000  $  56,353   $  54,653   $ 400,000
    8       $   85,226   $  36,972   $  35,484   $ 400,000  $  49,887   $  48,399   $ 400,000  $  67,115   $  65,628   $ 400,000
    9       $   98,412   $  40,128   $  38,853   $ 400,000  $  56,264   $  54,989   $ 400,000  $  78,743   $  77,468   $ 400,000
   10       $  112,258   $  42,874   $  41,811   $ 400,000  $  62,599   $  61,536   $ 400,000  $  91,320   $  90,258   $ 400,000
   11       $  126,796   $  45,171   $  44,321   $ 400,000  $  68,858   $  68,008   $ 400,000  $ 104,942   $ 104,092   $ 400,000
   12       $  142,060   $  46,979   $  46,342   $ 400,000  $  75,008   $  74,370   $ 400,000  $ 119,723   $ 119,086   $ 400,000
   13       $  158,088   $  48,231   $  47,806   $ 400,000  $  80,990   $  80,565   $ 400,000  $ 135,784   $ 135,359   $ 400,000
   14       $  174,918   $  48,859   $  48,646   $ 400,000  $  86,747   $  86,534   $ 400,000  $ 153,273   $ 153,061   $ 400,000
   15       $  192,589   $  48,794   $  48,794   $ 400,000  $  92,222   $  92,222   $ 400,000  $ 172,381   $ 172,381   $ 400,000
   16       $  211,143   $  47,969   $  47,969   $ 400,000  $  97,363   $  97,363   $ 400,000  $ 193,346   $ 193,346   $ 400,000
   17       $  230,625   $  46,313   $  46,313   $ 400,000  $ 102,116   $ 102,116   $ 400,000  $ 216,462   $ 216,462   $ 400,000
   18       $  251,082   $  43,752   $  43,752   $ 400,000  $ 106,424   $ 106,424   $ 400,000  $ 242,090   $ 242,090   $ 400,000
   19       $  272,561   $  40,185   $  40,185   $ 400,000  $ 110,215   $ 110,215   $ 400,000  $ 270,668   $ 270,668   $ 400,000
   20       $  295,114   $  35,472   $  35,472   $ 400,000  $ 113,383   $ 113,383   $ 400,000  $ 302,724   $ 302,724   $ 400,000
   25       $  425,964   $       0   $       0   $       0  $ 113,195   $ 113,195   $ 400,000  $ 527,857   $ 527,857   $ 564,807
   30       $  592,967   $       0   $       0   $       0  $  56,296   $  56,296   $ 400,000  $ 889,170   $ 889,170   $ 933,629
</TABLE>
 
The above illustrations are based on the following:
(1) Assumes no policy loans have been made.
(2) Values reflect guaranteed cost of insurance rates, a state premium tax  rate
    of 2.00%, a combined administrative charge of $35.00 per month in year 1 and
    $10.00  per month  thereafter, and  a mortality  and expense  risk charge of
    0.90% of assets for all years.
(3) Net investment returns are  calculated as the hypothetical gross  investment
    returns less all charges and deductions shown in the prospectus.
(4) Assumes that the premium is paid at the beginning of the policy year. Values
    would be different if the premiums are paid with a different frequency or in
    different amounts.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
THE  HYPOTHETICAL INVESTMENT RATES  OF RETURN SHOWN ABOVE  AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS  THAN THOSE  SHOWN AND  WILL DEPEND  ON A  NUMBER OF  FACTORS INCLUDING THE
INVESTMENT  ALLOCATIONS  MADE  BY  AN  OWNER,  PREVAILING  RATES  AND  RATES  OF
INFLATION. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM
THOSE  SHOWN IF THE ACTUAL RATES OF RETURN  AVERAGED 0%, 6% OR 12% OVER A PERIOD
OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY
YEARS. NO REPRESENTATION  CAN BE  MADE BY  THE COMPANY  OR THE  FUND THAT  THESE
HYPOTHETICAL  RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                                       35
<PAGE>
                      OTHER POLICY BENEFITS AND PROVISIONS
 
RIGHT TO CONVERT
 
    The  Policy may be converted  to a Policy of  flexible premium fixed benefit
life insurance on the life of the Insured. This conversion may be made either:
 
    a.  within 24 months after the Date  of Issue while the Policy is in  force;
       within 24 months of any increase in Face Amount, or
 
    b.    within 60  days of  the effective  date  of a  material change  in the
       investment Policy of a Subaccount, or within 60 days of the  notification
       of such change, if later. In the event of such a change, the Company will
       notify the Owner and give the Owner information on the options available.
 
    When  such a  conversion is made,  no evidence of  insurability is required.
When a conversion is  requested, the Company  accomplishes this by  transferring
all  of the Policy Account  Value to the Guaranteed  Account. There is no charge
for this transfer.  Once this  option is  exercised, the  entire Policy  Account
Value must remain in the Guaranteed Account for the life of the Policy. The Face
Amount  in effect at the time of the conversion remains unchanged. The Effective
Date, Date of Issue and Issue Age  are unchanged. The Owner and Beneficiary  are
the same as were recorded immediately before the conversion.
 
LIMITS ON OUR RIGHTS TO CONTEST THE POLICY
 
    INCONTESTABILITY.  We will not contest the Policy after it has been in force
during the Insured's lifetime for two years from the Issue Date. Any increase in
the  Face Amount will  be incontestable with  respect to statements  made in the
evidence of insurability for that increase after the increase has been in  force
during  the life of  the Insured for two  years after the  effective date of the
increase.
 
    SUICIDE EXCLUSION.  If  the Insured commits suicide  (while sane or  insane)
within  two years  after the Issue  Date, Our  liability will be  limited to the
payment of a single sum. This sum will be equal to the Premiums paid, minus  any
loan  and accrued loan  interest and minus  any partial surrender  and minus the
cost of any riders attached to the Policy. If the Insured commits suicide (while
sane or insane) within two years after the effective date of an increase in  the
Face  Amount, then Our liability as to the increase in amount will be limited to
the payment of a single  sum equal to the  monthly cost of insurance  deductions
made for such increase plus the expense charge deducted for the increase.
 
CHANGES IN THE POLICY OR BENEFITS
 
    MISSTATEMENT  OF AGE OR SEX.  If an  Insured's age or sex has been misstated
in the Policy,  the Death Benefit  and any  benefits provided by  Riders to  the
Policy  shall be  those which  would be  purchased at  the then  current Cost of
Insurance Charge for the Correct age and sex.
 
    OTHER CHANGES.  At any  time We may make such  changes in the Policy as  are
necessary  to  assure  compliance  at  all times  with  the  definition  of life
insurance prescribed by the Internal Revenue Code or to make the Policy  conform
with  any  law or  regulation issued  by any  government agency  to which  it is
subject. Any such change, however, may be accepted or rejected by the Owner.
 
WHEN PROCEEDS ARE PAID
 
   
    We will ordinarily pay any Death  Benefit, loan proceeds or partial or  full
surrender  proceeds within seven days after receipt at Our Administrative Office
of all the documents required for such a payment. Other than the Death  Benefit,
which is determined as of the date of death, the amount will be determined as of
the  date  of receipt  of required  documents.  However, We  may delay  making a
payment or processing a transfer request if (1) the disposal or valuation of the
Separate Account's assets  is not  reasonably practicable because  the New  York
Stock Exchange is closed for other than a regular holiday or weekend, trading is
restricted  by the SEC, or the SEC declares that an emergency exists; or (2) the
SEC by order  permits postponement of  payment to protect  the Company's  Policy
owners. See also PAYMENTS FROM THE GUARANTEED ACCOUNT, page 18.
    
 
                                       36
<PAGE>
REPORTS TO POLICY OWNERS
 
    You will receive a confirmation within seven days of the transaction of: the
receipt  of any Premium (except Premiums received before the Date of Issue); any
change of allocation of  Premiums; any transfer  between Subaccounts; any  loan,
interest  repayment, or loan repayment; any  partial surrender; or any return of
Premium necessary  to comply  with  applicable maximum  receipt of  any  Premium
payment. You will also receive confirmation within seven days of transaction of:
(1) exercise of the Period to Examine and Cancel; (2) an exchange of the Policy;
(3) full Surrender of the Policy; and (4) payment of the Death Benefit under the
Policy.
 
    Within  30 days  after each Policy  Anniversary an annual  statement will be
sent to each Owner. The statement will show the current amount of Death Benefits
payable under the  Policy, the current  Policy Account Value,  the current  Cash
Surrender  Value and  current Outstanding  Loans. The  statement will  also show
Premiums  paid,  all  charges   deducted  during  the   Policy  Year,  and   all
transactions. The Company will also send to Owners annual and semi-annual report
of the Separate Account.
 
ASSIGNMENT
 
    The  Policy may be assigned in accordance  with its terms on a form provided
by Us. We will not be deemed to  know of an assignment unless We receive a  copy
of it at Our Administrative Office. We assume no responsibility for the validity
or sufficiency of any assignment.
 
REINSTATEMENT
 
    If  the Policy  has ended without  value, You may  reinstate Policy benefits
while the Insured is alive if You:
 
    1.  Ask for reinstatement of Policy benefits within 3 years from the end  of
       the Grace Period; and
 
    2.  Provide evidence of insurability satisfactory to Us; and
 
    3.   Make a payment  of an amount sufficient to  cover (i) the total monthly
       administrative charges  from the  beginning of  the Grace  Period to  the
       effective  date  of reinstatement;  (ii) total  monthly deductions  for 3
       months, calculated from  the effective date  of reinstatement; and  (iii)
       the  charge for applicable taxes, the Premium charge, and any increase in
       surrender charges associated  with this  payment. We  will determine  the
       amount  of  this  required  payment  as  if  no  interest  or  investment
       performance were  credited  to or  charged  against Your  Policy  Account
       Value; and
 
    4.   Repay or reinstate any Policy Loan which existed on the date the Policy
       ended.
 
    The effective  date of  the reinstatement  of Policy  benefits will  be  the
beginning  of the Policy Month which coincides  with or next follows the date We
approve Your request.
 
    From the required payment We will deduct the charge for applicable taxes and
the premium charge. The Policy Account Value, Policy Loan and surrender  charges
that will apply upon reinstatement will be those that were in effect on the date
the Policy lapsed.
 
    We  will start to make monthly deductions  again as of the effective date of
reinstatement. The monthly expense charge from the beginning of the Grace Period
to the effective date of reinstatement will be deducted from the Policy  Account
Value  as of the effective  date of reinstatement. No  other charges will accrue
for this period.
 
                               TAX CONSIDERATIONS
 
    The following  description  is based  upon  the Company's  understanding  of
current  federal income  tax law  applicable to  life insurance  in general. The
Company cannot predict  the probability that  any changes in  such laws will  be
made.  Purchasers  are  cautioned to  seek  competent tax  advice  regarding the
possibility of such changes.
 
                                       37
<PAGE>
    Section 7702 of  the Internal  Revenue Code  of 1986,  as amended  ("Code"),
defines the term "life insurance contract" for purposes of the Code. The Company
believes  that  the  Policies  to  be issued  will  qualify  as  "life insurance
contracts" under Section 7702, but the Company does not guarantee the tax status
of the Policies. Purchasers bear the complete risk that the Policies may not  be
treated  as "life  insurance" under federal  income tax  laws. Purchasers should
consult their own tax advisers with regard to these risks.
 
INTRODUCTION
 
    The discussion contained herein is general in nature and is not intended  as
tax  advice. Each  person concerned should  consult a competent  tax adviser. No
attempt is made to  consider any applicable state  or other tax laws.  Moreover,
the  discussion  herein is  based upon  the  Company's understanding  of current
federal income  tax  laws and  the  current  interpretation of  those  laws.  No
representation is made regarding the likelihood of continuation of those current
federal  income  tax laws  or  of the  current  interpretations by  the Internal
Revenue Service.
 
THE COMPANY
 
    The Company is taxed as a life insurance company under the Code. For federal
income tax purposes,  the Separate  Account is not  a separate  entity from  the
Company and its operations form a part of the Company.
 
DIVERSIFICATION
 
    Section  817  (h) of  the  Code and  the  regulations prescribed  under that
Section by the United States Treasury Department ("Treasury Department")  impose
certain  diversification standards  on the investments  underlying variable life
insurance contracts. Section 817(h) of the Code provides that if the  investment
assets   underlying  a  variable  life   insurance  contract  are  not  properly
diversified in  accordance  with  the Treasury  regulations  issued  under  that
Section,  then that contract  shall be immediately  and permanently disqualified
from treatment as  a life insurance  contract for federal  income tax  purposes.
Disqualification  of the  Policy as  a life  insurance contract  would result in
imposition of federal income  tax on the Policy  Owner with respect to  earnings
allocable to the Policy prior to the receipt of payments under the Policy.
 
    Generally, for purposes of determining whether the diversification standards
imposed  by Section  817(h) of  the Code  on the  underlying assets  of variable
contracts  have   been   met,  "each   United   States  government   agency   or
instrumentality shall be treated as a separate issuer." There is an exception to
that  rule, however, permitting all of the  amounts held by an insurance company
in  connection  with  variable  life  insurance  contracts  to  be  invested  in
securities  issued by the  U.S. Treasury. The  Code also contains  a safe harbor
provision which  provides  that  a  segregated  asset  account  underlying  life
insurance   contracts  such  as  the  Policies  will  meet  the  diversification
requirements of  Section  817(h)  if, as  of  the  close of  each  quarter,  the
underlying   assets  of  the  account   meet  the  diversification  requirements
applicable to regulated investment companies and not more than 55 percent of the
value of the assets of the account are securities of other regulated  investment
companies.
 
    Treasury Regulation Section 1.817-5 establishes the specific diversification
requirements  applicable to  the investment portfolios  underlying variable life
insurance contracts such as the Policies, and provides alternatives to the  safe
harbor   provisions  described  above.  Under  this  Regulation,  an  investment
portfolio will be deemed adequately diversified if: (i) no more than 55% of  the
value of the total assets of the portfolio is represented by any one investment;
(ii)  no more  than 70% of  the value  of the total  assets of  the portfolio is
represented by any two investments; (iii) no  more than 80% of the value of  the
total  assets of the portfolio is represented by any three investments; and (iv)
no more  than  90%  of the  value  of  the  total assets  of  the  portfolio  is
represented by any four investments. For purposes of these percentage tests, all
securities  of the same issuer are generally treated as a single investment. The
Regulation also provides  a remedial  procedure pursuant  to which  some of  the
adverse  consequences of a violation of  the diversification requirements may be
avoided. This procedure requires, among other  things, a tax penalty payment  by
the issuer of the affected policies.
 
                                       38
<PAGE>
    The  Company intends that each Fund  underlying the Policies will be managed
by  its  Investment  Manager  in  such   a  manner  as  to  comply  with   these
diversification requirements.
 
    When  Regulations under  Section 817(h) of  the Code were  first proposed in
1989,  the  Treasury  Department  also   indicated  that  guidelines  would   be
forthcoming under which a variable life insurance Policy would not be treated as
a  life insurance contract  for tax purposes if  the owner of  the Policy had an
excessive degree of control over the investments underlying the Policy (E.G., by
being  able   to  transfer   values  among   Sub-accounts  with   only   limited
restrictions).  The issuance  of such  guidelines could  require the  Company to
impose limitations on  the rights  of the  Policy Owners  to control  investment
designations  under the  Policies. It  is not  presently known  whether any such
guidelines will be issued or whether any such guidelines would have  retroactive
effect.
 
TAX TREATMENT OF THE POLICY
 
    Section  7702  of  the Code  sets  forth  a detailed  definition  of  a life
insurance  contract  for  Federal  tax  purposes.  The  Treasury  Department  is
authorized  to prescribe  regulations implementing Section  7702. While proposed
regulations and other interim guidance have been issued, final regulations  have
not  been adopted so that the extent of  the official guidance as to how Section
7702 is to be applied is quite limited. If a Policy were determined not to be  a
life  insurance contract  for purposes  of Section  7702, that  Policy would not
qualify for the favorable  tax treatment normally provided  to a life  insurance
Policy.
 
    With  respect to a Policy issued on the  basis of a standard rate class, the
Company believes (largely  in reliance  on IRS  Notice 88-128  and the  proposed
regulations  under Section  7702, issued  on July  5, 1991)  that such  a Policy
should meet the Section 7702 definition of a life insurance contract.
 
    With respect to  a Policy that  is issued  on a substandard  basis (I.E.,  a
premium  class involving  higher than  standard mortality  risk), there  is less
certainty, in particular as to how the mortality and other expense  requirements
of Section 7702 are to be applied in determining whether such a Policy meets the
definition  of a life insurance contract set  forth in section 7702. Thus, it is
not clear that  such a Policy  would satisfy Section  7702, particularly if  the
Owner pays the full amount of premiums permitted under the Policy.
 
    If  subsequent  guidance  issued under  Section  7702 leads  the  Company to
conclude that a Policy does not (or  may not) satisfy Section 7702, the  Company
will take appropriate and necessary steps for the purpose of causing such Policy
to  comply with Section 7702, but the Company can give no assurance that it will
be possible to achieve that result. The Company expressly reserves the right  to
restrict  Policy transactions  if it determines  such action to  be necessary as
part of an  attempt by the  Company to  qualify the Policies  as life  insurance
contracts under Section 7702.
 
    The  discussion set forth below  assumes that each Policy  will qualify as a
life insurance contract for Federal income tax purposes under Section 7702.
 
    TAX TREATMENT OF POLICY BENEFITS IN GENERAL.  The Company believes that  for
Federal  income tax purposes both the proceeds and the cash value increases of a
Policy should be treated in a manner  consistent with the normal treatment of  a
guaranteed-benefit  life insurance contract.  Thus, the Death  Benefit under the
Policy should  be excludable  from the  gross income  of the  Beneficiary  under
Section 101(a)(1) of the Code.
 
    Generally, the Owner will not be deemed to be in constructive receipt of the
Policy  Account  Value, including  increments thereof,  until  there has  been a
distribution from the Policy or a surrender,  a lapse, or a payment of  benefits
at  a Policy's  Maturity Date. The  tax consequences of  distributions from, and
loans taken from or secured by a Policy, will be significantly altered, however,
if the Policy is classified as a "Modified Endowment Contract."
 
    Upon a  complete Surrender  or lapse  of any  Policy or  upon a  payment  of
benefits at a Policy's Maturity Date, any excess of the amount received plus the
amount of Outstanding Loan over the total
 
                                       39
<PAGE>
investment  in the Policy, will generally  be treated as ordinary income subject
to tax.  This  treatment of  surrenders,  lapses,  and payments  at  a  Policy's
Maturity  Date applies  whether the Policy  is or  is not treated  as a Modified
Endowment Contract.
 
    INVESTMENT IN THE POLICY.  The term "investment in the Policy" means (i) the
aggregate amount of any Premiums or other consideration paid for a Policy, minus
(ii) the aggregate amount received under the Policy which is excluded from gross
income of the Owner (except that the amount  of any loan from, or secured by,  a
Policy  that is  a Modified  Endowment Contract,  to the  extent such  amount is
excluded from gross income, will be  disregarded), plus (iii) the amount of  any
loan  from, or secured by, a Policy that is a Modified Endowment Contract to the
extent that such amount is included in the gross income of the Owner.
 
    DISTRIBUTIONS  FROM   POLICIES   NOT  CLASSIFIED   AS   MODIFIED   ENDOWMENT
CONTRACTS.    Distributions  from a  Policy  that  is not  a  Modified Endowment
Contract, are generally treated first as a recovery of the Owner's investment in
the Policy and then,  but only after  the return of all  such investment in  the
Policy,  as a distribution of taxable income.  An exception to this general rule
applies in the case  of a decrease  in the Policy's Death  Benefit or any  other
change  that reduces benefits under the Policy  in the first fifteen years after
the Policy is issued and that results in a cash distribution to the Owner,  even
where  such a  distribution must  be made  in order  for the  Policy to continue
complying with the definitional limits of Section 7702. Such a cash distribution
will be taxed in whole or in part as ordinary income (to the extent of any  gain
in the Policy) under rules prescribed in Section 7702.
 
    Loans  from,  or secured  by,  a Policy  that  is not  a  Modified Endowment
Contract are not treated as distributions.  Instead, any such loan is  generally
treated as an Outstanding Loan of the Owner.
 
    MODIFIED ENDOWMENT CONTRACTS.  Section 7702A of the Code establishes a class
of  life insurance contracts designated as "Modified Endowment Contracts," which
applies to Policies entered into or materially changed after June 20, 1988.  Due
to  the Policy's  flexibility, classification  as a  Modified Endowment Contract
will depend on the individual circumstances of each Policy.
 
    In  general,  a  Policy  will  be  a  Modified  Endowment  Contract  if  the
accumulated Premiums paid at any time during the first seven Policy Years exceed
the  sum of the net level Premiums which  would have been paid on or before such
time if the  Policy provided for  paid-up future benefits  after the payment  of
seven  level  annual Premiums.  Whether a  Policy will  be a  Modified Endowment
Contract after a material change generally depends upon the relationship of  the
Death  Benefit  and Policy  Account Value  at the  time of  such change  and the
additional premiums paid in the seven years following the material change.
 
    The rules  relating  to whether  a  Policy will  be  treated as  a  Modified
Endowment  Contract are extremely complex and  cannot be adequately described in
the limited confines of this summary. Therefore, a current or prospective  Owner
should   consult  with  a  competent  advisor  to  determine  whether  a  Policy
transaction will  cause  the  Policy  to be  treated  as  a  Modified  Endowment
Contract.  The Company will,  however, monitor Policies and  will take all steps
reasonably necessary to notify an Owner on  a timely basis if his or her  Policy
is in jeopardy of becoming a Modified Endowment Contract.
 
    DISTRIBUTIONS FROM POLICIES CLASSIFIED AS MODIFIED ENDOWMENT CONTRACTS.  Any
Policies  that are classified as Modified Endowment Contracts will be subject to
additional adverse tax  rules. Loans taken  from, or secured  by, such a  Policy
will  be treated as distributions from the Policy and will be taxed accordingly.
(Past due loan interest that is added to the loan amount will also be treated as
a loan for this  purpose.) In addition, all  distributions, including any  loans
and  any distributions upon any full or partial surrender, a lapse, or a payment
of benefits at the Maturity Date of  such a Policy, will be treated as  ordinary
income  to  the  extent of  the  excess (if  any)  of the  Policy  Account Value
immediately before the distribution  over the Owner's  investment in the  Policy
(described above) at such time.
 
    PENALTIES  ON EARLY DISTRIBUTIONS POLICIES  CLASSIFIED AS MODIFIED ENDOWMENT
CONTRACTS.  A  ten percent additional  income tax may  be imposed under  Section
72(q) of the Code on the portion of any
 
                                       40
<PAGE>
distribution  (or  any loan)  from a  Policy  that is  classified as  a Modified
Endowment Contract.  This additional  tax applies  to the  full amount  that  is
included  in the Owner's taxable income except where the distribution or loan is
made on or after the date that the Owner attains age 59 1/2, is attributable  to
the  Owner's becoming disabled,  or is part  of a series  of substantially equal
periodic payments for the life  (or life expectancy) of  the Owner or the  joint
lives  (or joint life expectancies) of the Owner and the Owner's Beneficiary. If
a  Policy  is  not  a   Modified  Endowment  Contract,  however,  then   neither
distributions  (including  distributions  upon  surrender)  nor  loans  from, or
secured by, the Policy will be subject to the 10% additional tax.
 
    MULTIPLE POLICIES.  Section  72(e)(11) of the Code  provides that if two  or
more  Modified Endowment Contracts  are issued within the  same calendar year to
the same Owner by one company or its affiliates, then all such contracts must be
treated as  one Modified  Endowment  Contract for  purposes of  determining  the
taxable  portion of  any loans  or distributions.  Such treatment  may result in
adverse tax consequences  including more rapid  taxation of the  loans or  other
amounts distributed from all such contracts. Owners should consult a tax adviser
prior  to purchasing more  than one Modified Endowment  Contract in any calendar
year.
 
    INTEREST ON POLICY LOANS.  Except in special circumstances, interest paid on
a loan under a  Policy which is  owned by an individual  is treated as  personal
interest  under Section 163(h) of the Code  and thus will not be tax deductible.
In addition, interest that is otherwise  deductible but that is incurred on  any
loan  under a Policy owned by a taxpayer and covering the life of any individual
who is  an officer  or  employee of  or who  is  financially interested  in  the
business  carried on by that  taxpayer will not be  tax deductible to the extent
the aggregate  amount of  such loans  with respect  to contracts  covering  such
individual  exceeds $50,000. Any deduction for  interest on Policy loans that is
otherwise deductible may also be subject to certain other restrictions set forth
in Section 264 of the Code. Before taking a Policy loan, an Owner should consult
a tax adviser as to the tax consequences of such a loan.
 
    POLICY EXCHANGES AND  MODIFICATIONS.   Depending on  the circumstances,  the
exchange  of a Policy,  a change in  the Policy's Death  Benefit option (I.E., a
change from Level Option to Increasing Option  or vice versa), a Policy loan,  a
partial  surrender, a Surrender, a change in  ownership, or an assignment of the
Policy may have Federal income tax consequences. In addition, the Federal, state
and local transfer, and other tax consequences of ownership or receipt of Policy
proceeds will depend on the circumstances of each Owner or Beneficiary.
 
    POSSIBLE CHARGE FOR THE COMPANY'S TAXES
 
    At the present time, the Company makes  no charge for any Federal, state  or
local  taxes  (other  than state  premium  taxes)  that it  incurs  that  may be
attributable to the  Separate and Guaranteed  Accounts or to  the Policies.  The
Company, however, reserves the right in the future to make a charge for any such
tax or other economic burden resulting from the application of the tax laws that
it  determines to  be properly  attributable to the  Separate Account  or to the
Policies.
 
                                       41
<PAGE>
                        SUPPLEMENTAL BENEFITS AND RIDERS
 
    The Company  intends to  make available  certain supplemental  benefits  and
riders  which  may be  issued with  the  Policy. Any  monthly charges  for these
supplemental benefits and  riders, as listed  below, will be  deducted from  the
Policy Account Value.
 
    -- Accidental Death Benefit (ADB)
    -- Accelerated Benefits Rider
    -- Waiver of Monthly Deductions
    -- Waiver of Specified Premium
    -- Child's Term Rider
    -- Primary Insured Term Rider (PIR)
    -- Other Insured Term Rider (OIR)
    -- Minimum Guaranteed Death Benefit
 
    For  a complete description of these supplemental benefits and riders, their
costs, and any  rules or limits  applicable to their  issue, please contact  Our
Administrative Office or one of Our authorized agents.
 
                                       42
<PAGE>
                           MANAGEMENT OF THE COMPANY
 
    The  Directors and Principal  Officers of the Company  are listed below with
their current  principal business  affiliation and  their principal  occupations
during  the past  five (5)  years. All  officers have  been affiliated  with the
Company during the past five (5) years unless otherwise indicated.
 
<TABLE>
<CAPTION>
                                                                         CURRENT PRINCIPAL BUSINESS AFFILIATIONS
                                                                          AND PRINCIPAL OCCUPATIONS DURING PAST
     NAME AND ADDRESS                         OFFICE                                   FIVE YEARS
- ---------------------------  -----------------------------------------  -----------------------------------------
<S>                          <C>                                        <C>
Robert J. O'Connell*         President and Director                     President, AIG Domestic Life Companies.
                                                                         Formerly, Vice President AIG Domestic
                                                                         Life Companies. Formerly, Senior Vice
                                                                         President New York Life.
Nicholas A. O'Kulich*        Vice President                             Vice President, Treasurer American
                              Treasurer and Director                     International Companies. Also, Chief
                                                                         Financial Officer American International
                                                                         Companies -- Life Division.
Maurice R. Greenberg*        Director                                   Chairman of the Board, President and
                                                                         Chief Executive Officer of American
                                                                         International Group, Inc.
Edwin A.G. Manton*           Director                                   Senior Advisor, American International
                                                                         Group, Inc.
Edward E. Matthews*          Senior Vice President and Director         Vice Chairman/Finance and Director of
                                                                         American International Group, Inc. Also,
                                                                         Director of AIG Investment Advisers,
                                                                         Inc., AIG Global Investors, Inc., AIFD
                                                                         and Chairman and Director, AIG Capital
                                                                         Corp.
Jerome T. Muldowney*         Senior Vice President                      Vice President-Investments AIG Domestic
                              Domestic Investments and Director          Life Companies. President & Director --
                                                                         AIG Investment Advisers, Inc.
Win J. Neuger*               Director                                   Senior Vice President -- AIG, Inc.
                                                                         Formerly, Managing Director -- Bankers
                                                                         Trust Co.
John Skar                    Vice President                             Vice President and Chief Actuary AIG
                              Actuary and Director                       Domestic Life Companies, and Formerly,
                                                                         Senior Vice President, Fidelity Mutual
                                                                         Life Insurance Company.
Howard Smith*                Director                                   Senior Vice President -- Comptroller,
                                                                         American International Group, Inc.
</TABLE>
 
                                       43
<PAGE>
<TABLE>
<CAPTION>
                                                                         CURRENT PRINCIPAL BUSINESS AFFILIATIONS
                                                                          AND PRINCIPAL OCCUPATIONS DURING PAST
     NAME AND ADDRESS                         OFFICE                                   FIVE YEARS
- ---------------------------  -----------------------------------------  -----------------------------------------
<S>                          <C>                                        <C>
Ernest E. Stempel*           Director and Chairman of the Board         Vice Chairman/Life Insurance and Director
                                                                         of American International Group, Inc.
                                                                         Formerly Senior Advisor -- American
                                                                         International Group, Inc.
Elizabeth M. Tuck*           Secretary                                  Secretary and Assistant Secretary of AIG,
                                                                         Inc. and certain affiliates
Gerald W. Wyndorf            Director and Executive Vice President      Executive Vice President -- AIG Domestic
                                                                         Life Companies
Howard Gunton                Vice President and Comptroller             Vice President and Comptroller of AIG
One Alico Plaza                                                          Domestic Life Companies
Wilmington, DE 19899
</TABLE>
 
- ------------------------
*indicates the business address of the individual, which is 70 Pine Street,  New
 York, New York 10270
 
                             DISTRIBUTION OF POLICY
 
    The  Policy is sold  by licensed insurance  agents, where the  Policy may be
lawfully sold, who  are registered representatives  of broker-dealers which  are
registered  under the  Securities Exchange  Act of 1934  and are  members of the
National Association of Securities Dealers, Inc.
 
    The Policy will  be distributed  through the principal  underwriter for  the
Separate  Account, AIG Equity Sales  Corp. (AESC) 80 Pine  Street, New York, New
York, an affiliate  of the Company.  The Company pays  commissions on behalf  of
AESC to selling product dealers and registered representatives.
 
   
    Commissions may be paid to registered representatives based on Premiums paid
for  Policies sold, in amounts up to 50%  of first year Premiums, 5% on Premiums
paid during the 2nd through 10th Policy Years, and 2% on Premiums paid after the
first ten Policy Years. Other expense reimbursements, allowances, and  overrides
may  also be paid. Registered representatives  who meet certain productivity and
profitability standards may be eligible for additional compensation.  Additional
payments  may be made for administrative  or other services not directly related
to the sale of the Policies.
    
 
                                STATE REGULATION
 
    The Company is subject to the laws of Delaware governing insurance companies
and to regulation by the Delaware Insurance Department. An annual statement in a
prescribed form is filed  with the Insurance Department  each year covering  the
operation  of the Company for  the preceding year and  its final condition as of
the end of such year. Regulation  by the Insurance Department includes  periodic
examinations  to determine the Company's Policy liabilities and reserves so that
the Insurance Department may certify the items are correct. The Company's  books
and  accounts are subject to review by the Insurance Department at all times and
a full examination of its operations  is conducted periodically by the staff  of
the  Insurance  Department pursuant  to  the National  Association  of Insurance
Commissioners. Such regulation  does not,  however, involve  any supervision  of
management  or investment  practices or  policies. In  addition, the  Company is
subject to regulation under the insurance  laws of other jurisdictions in  which
it may operate.
 
                                       44
<PAGE>
                               LEGAL PROCEEDINGS
 
    There  are  no  legal  proceedings  to which  the  Separate  Account  or the
principal underwriter is  a party. The  Company is engaged  in Various kinds  of
routine  litigation which, in  the opinion of  the Company, are  not of material
importance in relation to the total capital and surplus of the Company.
 
                                    EXPERTS
 
    The financial statements of the Company which appear in this Prospectus have
been  audited  by  Coopers  &  Lybrand  L.L.P.,  independent  certified   public
accountants, as stated in their reports, and have been included in reliance upon
the authority of such firm as experts in accounting and auditing.
 
                                 LEGAL OPINIONS
    Legal  matters relating to  the policies and  state insurance laws described
herein are  being passed  upon  by Kenneth  D.  Walma, Assistant  Secretary  and
Associate  Counsel  of  the  Company.  Jorden Burt  Berenson  &  Johnson  LLP of
Washington, D.C. has provided advice  on matters relating to federal  securities
laws.
 
                              FINANCIAL STATEMENTS
 
    The  financial statements of the Company  that are included herein should be
considered only  as  bearing  upon  the  ability of  the  Company  to  meet  its
obligations under the Policy.
 
                                       45
<PAGE>
                           AIG LIFE INSURANCE COMPANY
                         (A WHOLLY-OWNED SUBSIDIARY OF
                      AMERICAN INTERNATIONAL GROUP, INC.)
 
                    REPORT ON AUDITS OF FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
 
                                      F-1
<PAGE>
                       REPORT OF INDEPENDENT ACCOUNTANTS
 
To the Stockholders and Board of Directors
AIG Life Insurance Company:
 
    We  have  audited  the accompanying  balance  sheets of  AIG  Life Insurance
Company (a wholly-owned subsidiary of American International Group, Inc.) as  of
December  31, 1995 and 1994, and the related statements of income, stockholders'
equity and cash flows for each of  the three years in the period ended  December
31,  1995. These  financial statements are  the responsibility  of the Company's
management. Our  responsibility is  to  express an  opinion on  these  financial
statements based on our audits.
 
    We  conducted  our audits  in  accordance with  generally  accepted auditing
standards. Those standards require that we plan and perform the audit to  obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also  includes
assessing  the  accounting principles  used  and significant  estimates  made by
management, as well as evaluating the overall financial statement  presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
    In  our opinion, the financial statements  referred to above present fairly,
in all material respects, the financial  position of AIG Life Insurance  Company
as of December 31, 1995 and 1994, and the results of its operations and its cash
flows  for each  of the three  years in the  period ended December  31, 1995, in
conformity with generally accepted accounting principles.
 
    As discussed in Note 1 (h) to the financial statements, the Company  changed
in  1993, its  method of  accounting for  investments in  certain fixed maturity
securities.
 
                                          COOPERS & LYBRAND L.L.P.
 
2400 Eleven Penn Center
Philadelphia, Pennsylvania
February 22, 1996
 
                                      F-2
<PAGE>
                           AIG LIFE INSURANCE COMPANY
                                 BALANCE SHEETS
 
                                     ASSETS
 
<TABLE>
<CAPTION>
                                                                                           DECEMBER 31,
                                                                                   ----------------------------
                                                                                       1995           1994
                                                                                   -------------  -------------
<S>                                                                                <C>            <C>
                                                                                          (IN THOUSANDS)
Investments and cash:
  Fixed maturities:
    Bonds available for sale, at market value (cost: 1995 -- $1,823,860: 1994 --
     $1,337,720).................................................................  $   1,963,265  $   1,308,564
  Equity securities:
    Common stock (cost: 1995 -- $1,916: 1994 -- $1,670)..........................          2,437          2,113
    Non-redeemable preferred stocks (cost: 1995 -- $2,562:
     1994 -- $2,000).............................................................          2,553          2,000
Mortgage loans on real estate, net...............................................        239,127        177,377
Real estate, net of accumulated depreciation of $1,755 in 1995;
 and $1,156 in 1994..............................................................         10,864         11,441
Policy loans.....................................................................      2,961,726      1,372,224
Other invested assets............................................................         68,252         62,620
Short-term investments...........................................................        202,652         87,120
Cash.............................................................................            785          4,368
                                                                                   -------------  -------------
      Total investments and cash.................................................      5,451,661      3,027,827
Amounts due from related parties.................................................          3,899          6,610
Investment income due and accrued................................................        242,748        116,449
Premium and insurance balances receivable -- net.................................         28,189         20,476
Reinsurance assets...............................................................        207,827        207,626
Deferred policy acquisition cost.................................................         60,625         54,474
Deferred incomes taxes...........................................................       --               24,379
Separate and variable accounts...................................................        190,441         83,718
Other assets.....................................................................          7,509          2,909
                                                                                   -------------  -------------
      Total assets...............................................................  $   6,192,899  $   3,544,468
                                                                                   -------------  -------------
                                                                                   -------------  -------------
</TABLE>
 
                See accompanying notes to financial statements.
 
                                      F-3
<PAGE>
                           AIG LIFE INSURANCE COMPANY
                           BALANCE SHEETS (CONTINUED)
 
                                  LIABILITIES
 
<TABLE>
<CAPTION>
                                                                                           DECEMBER 31,
                                                                                   ----------------------------
                                                                                       1995           1994
                                                                                   -------------  -------------
<S>                                                                                <C>            <C>
                                                                                   (IN THOUSANDS, EXCEPT SHARE
                                                                                             AMOUNTS)
 
Policyholders' funds on deposit..................................................  $   4,574,995  $   2,525,030
Future policy benefits...........................................................        566,487        483,211
Reserve for unearned premiums....................................................         47,590         48,591
Policy and contract claims.......................................................        177,540        114,608
Reserve for commissions, expenses and taxes......................................         24,134         33,991
Insurance balances payable.......................................................         22,186         19,168
Deferred income taxes............................................................         24,660       --
Amounts due to related parties...................................................          2,382         12,376
Federal income tax payable.......................................................          4,606         13,349
Separate and variable accounts...................................................        190,441         74,076
Other liabilities................................................................        234,850         22,111
                                                                                   -------------  -------------
      Total Liabilities..........................................................      5,869,871      3,346,511
                                                                                   -------------  -------------
 
Commitments and contingencies (See Note 6)
 
                                             STOCKHOLDERS' EQUITY
 
  Common stock, $5 par value; 1,000,000 shares authorized; 976,703 shares issued
   and outstanding...............................................................          4,884          4,884
  Additional paid-in capital.....................................................        123,283        123,283
Unrealized appreciation (depreciation) of investments, net of future policy
 benefits and taxes of $47,209 in 1995 and $(8,093) in 1994......................         87,673        (15,029)
Retained Earnings................................................................        107,188         84,819
                                                                                   -------------  -------------
      Total stockholders' equity.................................................        323,028        197,957
                                                                                   -------------  -------------
Total liabilities and stockholders' equity.......................................  $   6,192,899  $   3,544,468
                                                                                   -------------  -------------
                                                                                   -------------  -------------
</TABLE>
 
                See accompanying notes to financial statements.
 
                                      F-4
<PAGE>
                           AIG LIFE INSURANCE COMPANY
                              STATEMENTS OF INCOME
 
<TABLE>
<CAPTION>
                                                                                   YEARS ENDED DECEMBER 31,
                                                                             -------------------------------------
                                                                                1995         1994         1993
                                                                             -----------  -----------  -----------
<S>                                                                          <C>          <C>          <C>
                                                                                        (IN THOUSANDS)
Revenues:
  Premiums.................................................................  $   364,502  $   265,990  $   168,547
  Net investment income....................................................      435,697      238,899      137,108
  Realized capital (losses) gains..........................................         (417)       1,953        9,280
                                                                             -----------  -----------  -----------
    Total revenues.........................................................      799,782      506,842      314,935
                                                                             -----------  -----------  -----------
Benefits and expenses:
  Benefits to policyholders................................................      202,105      196,175      135,309
  Increase in future policy benefits and policyholders' funds on deposit...      392,592      158,935       81,908
  Acquisition and insurance expenses.......................................      170,343      127,941       87,126
                                                                             -----------  -----------  -----------
    Total benefits and expenses............................................      765,040      483,051      304,343
                                                                             -----------  -----------  -----------
Income before income taxes.................................................       34,742       23,791       10,592
                                                                             -----------  -----------  -----------
Income taxes (benefits):
  Current..................................................................       18,637       27,958       23,425
  Deferred.................................................................       (6,264)     (19,447)     (20,991)
                                                                             -----------  -----------  -----------
    Total income taxes.....................................................       12,373        8,511        2,434
                                                                             -----------  -----------  -----------
Net income.................................................................  $    22,369  $    15,280  $     8,158
                                                                             -----------  -----------  -----------
                                                                             -----------  -----------  -----------
</TABLE>
 
                See accompanying notes to financial statements.
 
                                      F-5
<PAGE>
                           AIG LIFE INSURANCE COMPANY
                       STATEMENTS OF STOCKHOLDERS' EQUITY
 
<TABLE>
<CAPTION>
                                                                                   YEARS ENDED DECEMBER 31,
                                                                             -------------------------------------
                                                                                1995         1994         1993
                                                                             -----------  -----------  -----------
<S>                                                                          <C>          <C>          <C>
                                                                                        (IN THOUSANDS)
COMMON STOCK
Balance at beginning of year...............................................  $     4,884  $     4,884  $     4,884
                                                                             -----------  -----------  -----------
Balance at end of year.....................................................        4,884        4,884        4,884
                                                                             -----------  -----------  -----------
ADDITIONAL PAID-IN CAPITAL
Balance at beginning of year...............................................      123,283      123,283       98,283
Capital contribution.......................................................      --           --            25,000
                                                                             -----------  -----------  -----------
Balance at end of year.....................................................      123,283      123,283      123,283
                                                                             -----------  -----------  -----------
UNREALIZED APPRECIATION (DEPRECIATION) OF INVESTMENTS, NET
Balance at beginning of year...............................................      (15,029)      40,159          146
Change during year.........................................................      170,003      (84,904)         (60)
Changes due to deferred income tax (expense) benefit and future policy
 benefits..................................................................      (67,301)      29,716           19
Cumulative effect of accounting change, net of taxes
 of $21,568................................................................      --           --            40,054
                                                                             -----------  -----------  -----------
Balance at end of year.....................................................       87,673      (15,029)      40,159
                                                                             -----------  -----------  -----------
RETAINED EARNINGS
Balance at beginning of year...............................................       84,819       69,539       61,381
Net income.................................................................       22,369       15,280        8,158
                                                                             -----------  -----------  -----------
Balance at end of year.....................................................      107,188       84,819       69,539
                                                                             -----------  -----------  -----------
    Total stockholders' equity.............................................  $   323,028  $   197,957  $   237,865
                                                                             -----------  -----------  -----------
                                                                             -----------  -----------  -----------
</TABLE>
 
                See accompanying notes to financial statements.
 
                                      F-6
<PAGE>
                           AIG LIFE INSURANCE COMPANY
                            STATEMENTS OF CASH FLOWS
 
<TABLE>
<CAPTION>
                                                                                YEARS ENDED DECEMBER 31,
                                                                      --------------------------------------------
                                                                           1995            1994           1993
                                                                      --------------  --------------  ------------
<S>                                                                   <C>             <C>             <C>
                                                                                     (IN THOUSANDS)
Cash flows from operating activities:
Net income..........................................................  $       22,369  $       15,280  $      8,158
                                                                      --------------  --------------  ------------
Adjustments to reconcile net income to net cash provided by
 operating activities:
  Non-cash revenues, expenses, gains and losses included in income:
    Change in insurance reserves....................................         133,207          88,718        40,597
    Change in premiums and insurance balances receivable and payable
     -- net.........................................................          (4,695)         11,668          (154)
    Change in reinsurance assets....................................            (201)          5,553         4,201
    Change in deferred policy acquisition costs.....................          (6,151)        (14,906)         (462)
    Change in investment income due and accrued.....................        (126,299)        (82,023)      (14,070)
    Realized capital gains..........................................             417          (1,953)       (9,280)
    Change in current and deferred income taxes -- net..............         (15,005)        (16,739)      (18,513)
    Change in reserves for commissions, expenses and taxes..........          (9,857)         23,055         5,406
    Change in other assets and liabilities -- net...................          (8,452)         (2,479)       (1,061)
                                                                      --------------  --------------  ------------
      Total adjustments.............................................         (37,036)         10,894         6,664
                                                                      --------------  --------------  ------------
    Net cash (used in) provided by operating activities.............         (14,667)         26,174        14,822
                                                                      --------------  --------------  ------------
Cash flows from investing activities:
  Cost of fixed maturities, at market sold..........................          36,678          19,392        61,551
  Cost of fixed maturities, at market matured or redeemed...........          76,989          85,628       154,564
  Cost of equity securities sold....................................             405        --               2,930
  Realized capital gains............................................             582           3,176        11,925
  Purchase of fixed maturities......................................        (590,864)       (252,964)     (304,771)
  Purchase of equity securities.....................................          (1,213)       --              (2,757)
  Mortgage loans granted............................................         (75,100)        (53,977)      (19,428)
  Repayments of mortgage loans......................................          12,406          16,464        22,623
  Change in policy loans............................................      (1,589,502)     (1,184,455)     (150,953)
  Change in short-term investments..................................        (115,532)         18,361       (93,752)
  Change in other invested assets...................................          (4,296)         (6,652)       (7,132)
  Other -- net......................................................          (5,369)         (1,309)       (3,079)
                                                                      --------------  --------------  ------------
    Net cash used in investing activities...........................      (2,254,816)     (1,356,336)     (328,279)
                                                                      --------------  --------------  ------------
Cash flows from financing activities:
  Change in policyholders' funds on deposit.........................       2,265,900       1,330,841       290,443
  Proceeds from capital contribution................................        --              --              25,000
                                                                      --------------  --------------  ------------
    Net cash provided by financing activities.......................       2,265,900       1,330,841       315,443
                                                                      --------------  --------------  ------------
Change in cash......................................................          (3,583)            679         1,986
Cash at beginning of year...........................................           4,368           3,689         1,703
                                                                      --------------  --------------  ------------
Cash at end of year.................................................  $          785  $        4,368  $      3,689
                                                                      --------------  --------------  ------------
                                                                      --------------  --------------  ------------
</TABLE>
 
           See accompanying notes to statutory financial statements.
 
                                      F-7
<PAGE>
                           AIG LIFE INSURANCE COMPANY
                         NOTES TO FINANCIAL STATEMENTS
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
    (a)   BASIS OF PRESENTATION:  AIG  Life Insurance Company (the Company) is a
wholly-owned subsidiary of American International Group, Inc. (the Parent).  The
financial statements of the Company have been prepared on the basis of generally
accepted  accounting principles (GAAP). The  preparation of financial statements
in conformity with GAAP  requires management to  make estimates and  assumptions
that  affect the  reported amounts of  assets and liabilities  and disclosure of
contingent assets and liabilities  at the date of  the financial statements  and
the  reported amounts  of revenues  and expenses  during the  reporting periods.
Actual results could  differ from those  estimates. The Company  is licensed  to
sell  life and accident and health insurance in the District of Columbia and all
states except for Maine and New York.
 
    The Company  also files  financial statements  prepared in  accordance  with
statutory  practices prescribed or permitted by  the Insurance Department of the
State of Delaware.  Financial statements prepared  in accordance with  generally
accepted  accounting principles  differ in  certain respects  from the practices
prescribed or permitted by  regulatory authorities. The significant  differences
are:  (1)  statutory  financial  statements  do  not  reflect  fixed  maturities
available for  sale  at market  value;  (2) policy  acquisition  costs,  charged
against  operations as incurred for regulatory  purposes, have been deferred and
are being amortized over the anticipated  life of the contracts; (3)  individual
life  and  annuity policy  reserves based  on  statutory requirements  have been
adjusted based  upon mortality,  lapse and  interest assumptions  applicable  to
these  coverages, including provisions for  reasonable adverse deviations; these
assumptions  reflect  the  Company's  experience  and  industry  standards;  (4)
deferred  income taxes not recognized for regulatory purposes have been provided
for temporary  differences  between the  bases  of assets  and  liabilities  for
financial  reporting  purposes and  tax purposes;  (5) for  regulatory purposes,
future policy benefits,  policyholders' funds  on deposit,  policy and  contract
claims and reserve for unearned premiums are presented net of ceded reinsurance;
and  (6)  an  asset valuation  reserve  and interest  maintenance  reserve using
National Association of Insurance Commissioners  (NAIC) formulas are set up  for
regulatory purposes.
 
    (b)   INVESTMENTS:   Fixed maturities available for  sale, where the company
may not  have the  ability or  positive intent  to hold  these securities  until
maturity,  are carried at  market value. Included  in fixed maturities available
for sale are collateralized mortgage obligations (CMOs). Premiums and  discounts
arising  from the purchase  of CMO's are  treated as yield  adjustments over the
estimated life. Common and non-redeemable preferred stocks are carried at market
value. Short-term investments are carried at cost, which approximates market.
 
    Unrealized gains and losses from investments in equity securities and  fixed
maturities  available for  sale are  reflected in  stockholders' equity,  net of
amounts recorded  as future  policy  benefits and  any related  deferred  income
taxes.
 
    Realized  capital gains  and losses  are determined  principally by specific
identification. Where declines in values  of securities below cost or  amortized
cost  are considered to be other than temporary, a charge is reflected in income
for the difference between cost or  amortized cost and estimated net  realizable
value.
 
    Mortgage  loans on real estate are  carried at unpaid principal balance less
unamortized loan origination fees and costs less an allowance for  uncollectible
loans.
 
    Real  estate  is  carried  at  depreciated  cost  and  is  depreciated  on a
straight-line basis over  31.5 years. Expenditures  for maintenance and  repairs
are  charged to income as incurred; expenditures for betterments are capitalized
and depreciated over their estimated lives.
 
    Policy loans are carried at the aggregate unpaid principal balance.
 
                                      F-8
<PAGE>
                           AIG LIFE INSURANCE COMPANY
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    Other invested  assets consist  primarily of  limited partnership  interests
which  are  carried  at  market  value. Unrealized  gains  and  losses  from the
revaluation of these investments are  reflected in stockholders' equity, net  of
any  related  taxes. Also  included in  this  category is  an interest  rate cap
agreement, which is carried at its amortized cost. The cost of the cap is  being
amortized  against investment income on  a straight line basis  over the life of
the cap.
 
    (c)  INCOME TAXES:  The Company  joins in a consolidated federal income  tax
return with the Parent and its domestic subsidiaries. The Company and the Parent
have  a written tax allocation agreement whereby the Parent agrees not to charge
the Company a greater portion of the consolidated tax liability than would  have
been  paid by the Company  if it had filed  a separate return. Additionally, the
Parent agrees to reimburse the Company for  any tax benefits arising out of  its
net  losses within ninety days after the  filing of that consolidated tax return
for the year in which these  losses are utilized. Deferred federal income  taxes
are  provided  for  temporary differences  related  to the  expected  future tax
consequences of  events that  have been  recognized in  the Company's  financial
statements or tax returns.
 
    (d)   PREMIUM  RECOGNITION AND RELATED  BENEFITS AND EXPENSES:   Premiums on
traditional life insurance and life contingent annuity contracts are  recognized
when  due. Revenues for  universal life and  investment-type products consist of
policy charges for the cost of insurance, administration, and surrenders  during
the  period. Premiums  on accident and  health insurance are  reported as earned
over the contract term. The portion of accident and health premiums which is not
earned at  the end  of a  reporting  period is  recorded as  unearned  premiums.
Estimates of premiums due but not yet collected are accrued. Policy benefits and
expenses   are  associated  with  earned  premiums  on  long-duration  contracts
resulting in a  level recognition of  profits over the  anticipated life of  the
contracts.
 
    Policy  acquisition  costs  for  traditional  life  insurance  products  are
generally deferred and amortized over the  premium paying period of the  policy.
Deferred  policy  acquisition  costs  and  policy  initiation  costs  related to
universal life  and  investment-type  products  are  amortized  in  relation  to
expected gross profits over the life of the policies (see Note 3).
 
    The  liability  for  future  policy  benefits  and  policyholders'  contract
deposits is established using assumptions described in Note 4.
 
    (e)  POLICY AND CONTRACT CLAIMS:  Policy and contract claims include amounts
representing: (1) the actual  in-force amounts for reported  life claims and  an
estimate  of incurred  but unreported  claims; and  (2) an  estimate, based upon
prior experience, for accident and  health reported and incurred but  unreported
losses.  The methods  of making  such estimates  and establishing  the resulting
reserves are  continually reviewed  and updated  and any  adjustments  resulting
therefrom are reflected in income currently.
 
    (f)   SEPARATE  AND VARIABLE ACCOUNTS:   These accounts  represent funds for
which investment income and investment gains  and losses accrue directly to  the
policyholders.  Each account has specific  investment objectives, and the assets
are carried at market value. The  assets of each account are legally  segregated
and  are not  subject to  claims which arise  out of  any other  business of the
Company.
 
    (g)  REINSURANCE ASSETS:  Reinsurance  assets include the balances due  from
both  reinsurance  and  insurance companies  under  the terms  of  the Company's
reinsurance arrangements for ceded unearned premiums, future policy benefits for
life and  accident  and  health insurance  contracts,  policyholders'  funds  on
deposit  and  policy and  contract  claims. It  also  includes funds  held under
reinsurance treaties.
 
                                      F-9
<PAGE>
                           AIG LIFE INSURANCE COMPANY
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    (h)  ACCOUNTING STANDARDS:
 
    In March  1995,  the  Financial Accounting  Standards  Board  (FASB)  issued
Statement  of  Financial  Accounting  Standards  No.  121  "Accounting  for  the
Impairment of Long-lived  Assets and for  Long-lived Assets to  Be Disposed  Of"
(FASB   121).  This  statement  requires  that  long-lived  assets  and  certain
identifiable intangibles be reviewed for  impairment whenever events or  changes
in  circumstances  indicate that  the carrying  amount  of an  asset may  not be
recoverable and an impairment loss must be recognized.
 
    FASB 121  is effective  for  the Company  commencing  January 1,  1996.  The
Company  believes  that the  adoption of  this  statement in  1996 will  have an
immaterial  impact  on  the  results  of  operations,  financial  condition  and
liquidity.
 
    In December 1995, FASB issued "Special Report, a Guide to the Implementation
of  Statement No. 115 on  Accounting for Certain Investments  in Debt and Equity
Securities". Among other things, this guide provided for a transition  provision
permitting  a one-time  transfer of  debt securities  from the  held to maturity
classification to the  available for  sale classification. The  Company did  not
transfer  any  securities  from  the  held  to  maturity  classification  to the
available for sale classification.
 
    In 1994,  the American  Institute of  Certified Public  Accountants  (AICPA)
issued  a Statement  of Position (SOP)  94-6 "Disclosure  of Certain Significant
Risks and Uncertainties" (SOP 94-6). Pursuant to SOP 94-6, the Company has  made
certain  disclosures as to the  use of estimates in  the preparation of its 1995
financial statements.  Certain  other  disclosures were  not  necessary  as  the
Company did not meet the required criteria.
 
    In November of 1992, FASB issued Statement of Financial Accounting Standards
No. 112 "Employers' Accounting for Postemployment Benefits" (FASB 112). FASB 112
established accounting standards for employers who provide benefits to former or
inactive  employees after employment but before retirement. FASB 112 was adopted
effective January  1, 1994,  and  had no  significant  effect on  the  Company's
results of operations, financial condition or liquidity.
 
    In October 1994, FASB issued Statement of Financial Accounting Standards No.
118  "Accounting by  Creditors for Impairment  of a  Loan-Income Recognition and
Disclosures" (FASB 118). FASB  118 amends FASB  114 to allow  a creditor to  use
existing methods to recognize interest income on an impaired loan. FASB 118 also
amends certain disclosure requirements of FASB 114. The Company adopted FASB 114
and  118 effective December 31,  1994. The adoption of  these statements did not
cause any significant impact on  the Company's results of operations,  financial
condition or liquidity.
 
    In October 1994, FASB issued Statement of Financial Accounting Standards No.
119  "Disclosure  about  Derivative  Financial  Instruments  and  Fair  Value of
Financial Instruments" (FASB 119). FASB 119 requires disclosure about derivative
financial instruments  and  amends FASB  105  "Disclosure of  Information  about
Financial Instruments with Off-Balance Sheet Risk and Financial Instruments with
Concentrations  of Credit Risk" (FASB 105) and Statement of Financial Accounting
Standards No. 107 "Disclosure about Fair Value of Financial Instruments".
 
    FASB 119  requires  disclosure  about  the  amounts,  nature  and  terms  of
derivatives that are not subject to FASB 105. Also, FASB 119 requires disclosure
about  financial instruments  held or issued  for trading  purposes and purposes
other than trading. This statement was adopted by the Company effective December
31, 1994.
 
    In  May  1993,  FASB  issued  Statement  of  Accounting  Standards  No.  115
"Accounting  for Certain Investments  on Debt and  Equity Securities" (FASB 115)
and the Company adopted this standard at December 31, 1993. The pretax  increase
in   carrying   value   of   fixed   maturities   available   for   sale   as  a
 
                                      F-10
<PAGE>
                           AIG LIFE INSURANCE COMPANY
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
result of  marking to  market was  $108,623,000.  A portion  was recorded  as  a
component  of  future  policy  benefits. Thus,  the  unrealized  appreciation of
investments increased $40,054,000, net of taxes of $21,568,000.
 
2.  INVESTMENT INFORMATION
    (a)  STATUTORY DEPOSITS:  Securities with a carrying value of $2,639,000 and
$2,436,000 were  deposited  by  the Company  under  requirements  of  regulatory
authorities as of December 31, 1995 and 1994, respectively.
 
    (b)   NET  INVESTMENT INCOME:   An analysis  of net investment  income is as
follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                         YEARS ENDED DECEMBER 31,
                                                                   -------------------------------------
                                                                      1995         1994         1993
                                                                   -----------  -----------  -----------
<S>                                                                <C>          <C>          <C>
Fixed maturities.................................................  $   138,341  $   109,826  $   105,333
Equity securities................................................          225          241           52
Mortgage loans...................................................       19,399       14,655       13,289
Real estate......................................................          323          765          875
Policy loans.....................................................      268,454      108,453       16,504
Cash and short-term investments..................................        4,336        1,679        1,112
Other invested assets............................................        6,129        4,070        3,384
                                                                   -----------  -----------  -----------
    Total investment income......................................      437,207      239,689      140,549
Investment expenses..............................................        1,510          790        3,441
                                                                   -----------  -----------  -----------
    Net investment income........................................  $   435,697  $   238,899  $   137,108
                                                                   -----------  -----------  -----------
                                                                   -----------  -----------  -----------
</TABLE>
 
    (c)  INVESTMENT GAINS AND LOSSES:   The net realized capital gains  (losses)
and  change in unrealized  appreciation (depreciation) of  investments for 1995,
1994 and 1993 are summarized below (in thousands):
 
<TABLE>
<CAPTION>
                                                                          YEARS ENDED DECEMBER 31,
                                                                     ----------------------------------
                                                                        1995         1994       1993
                                                                     -----------  ----------  ---------
<S>                                                                  <C>          <C>         <C>
Net realized (losses) gains on investments:
    Fixed maturities...............................................  $      (166) $      (10) $   7,842
    Equity securities..............................................          712         442     (2,768)
    Mortgage loans.................................................       (1,000)     (1,223)    (2,645)
    Other invested assets..........................................           37       2,744      6,851
                                                                     -----------  ----------  ---------
    Net realized gains.............................................  $      (417) $    1,953  $   9,280
                                                                     -----------  ----------  ---------
                                                                     -----------  ----------  ---------
Change in unrealized appreciation (depreciation) of investments:
  Fixed maturities.................................................  $   168,561  $  (90,779) $  --
  Equity securities................................................           69         293        (59)
  Other invested assets............................................        1,373       5,582         (1)
  Cumulative effect of accounting change...........................      --           --         61,623
                                                                     -----------  ----------  ---------
  Net change in unrealized appreciation (depreciation) of
   investments.....................................................  $   170,003  $  (84,904) $  61,563
                                                                     -----------  ----------  ---------
                                                                     -----------  ----------  ---------
</TABLE>
 
    Proceeds from the sale of investments in fixed maturities during 1995,  1994
and 1993 were $34,679,000, $17,431,000, and $59,251,000, respectively.
 
                                      F-11
<PAGE>
                           AIG LIFE INSURANCE COMPANY
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
2.  INVESTMENT INFORMATION (CONTINUED)
    During  1995,  1994  and  1993,  gross  gains  of  $109,000,  $394,000,  and
$15,363,000,  respectively,  and  gross   losses  of  $275,000,  $404,000,   and
$7,520,000,  respectively,  were  realized  on  dispositions  of  fixed maturity
investments.
 
    During 1995, 1994 and 1993, gross gains of $712,000, $442,000, and $161,000,
respectively, and  gross losses  of $0,  $0 and  $2,929,000, respectively,  were
realized on disposition of equity securities.
 
    (d)    MARKET  VALUE  OF FIXED  MATURITIES  AND  UNREALIZED  APPRECIATION OF
INVESTMENTS:   At  December  31,  1995  and  1994,  unrealized  appreciation  of
investments  in equity securities (before applicable taxes) included gross gains
of  $833,000  and  $793,000   and  gross  losses   of  $320,000  and   $349,000,
respectively.
 
    The  amortized  cost and  estimated market  values  of investments  in fixed
maturities at December 31, 1995 and 1994 are as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                GROSS         GROSS
                                                              AMORTIZED    UNREALIZED   UNREALIZED
1995                                                            COST          GAINS       LOSSES     MARKET VALUE
- ----------------------------------------------------------  -------------  -----------  -----------  -------------
<S>                                                         <C>            <C>          <C>          <C>
Fixed maturities:
  U.S. Government and government agencies and
   authorities............................................  $      45,872  $    12,144   $  --       $      58,016
  States, municipalities and political subdivisions.......        345,049       22,975          24         368,000
  Foreign governments.....................................         30,515        4,158          30          34,643
  All other corporate.....................................      1,402,424      106,513       6,331       1,502,606
                                                            -------------  -----------  -----------  -------------
    Total fixed maturities................................  $   1,823,860  $   145,790   $   6,385   $   1,963,265
                                                            -------------  -----------  -----------  -------------
                                                            -------------  -----------  -----------  -------------
</TABLE>
 
<TABLE>
<CAPTION>
                                                                GROSS         GROSS
                                                              AMORTIZED    UNREALIZED   UNREALIZED
1994                                                            COST          GAINS       LOSSES     MARKET VALUE
- ----------------------------------------------------------  -------------  -----------  -----------  -------------
<S>                                                         <C>            <C>          <C>          <C>
Fixed maturities:
  U.S. Government and government agencies and
   authorities............................................  $      44,107  $     1,588   $   1,184   $      44,511
  States, municipalities and political subdivisions.......        341,338        5,799      20,614         326,523
  Foreign governments.....................................         15,431          683         956          15,158
  All other corporate.....................................        936,844       20,536      35,008         922,372
                                                            -------------  -----------  -----------  -------------
    Total fixed maturities................................  $   1,337,720  $    28,606   $  57,762   $   1,308,564
                                                            -------------  -----------  -----------  -------------
                                                            -------------  -----------  -----------  -------------
</TABLE>
 
    The amortized cost and estimated market value of fixed maturities, available
for sale at  December 31,  1995, by contractual  maturity, are  shown below  (in
thousands).  Actual maturities could differ  from contractual maturities because
certain borrowers  may have  the right  to call  or prepay  obligations with  or
without call or prepayment penalties.
 
<TABLE>
<CAPTION>
                                                                                     AMORTIZED      ESTIMATED
                                                                                       COST       MARKET VALUE
                                                                                   -------------  -------------
<S>                                                                                <C>            <C>
Due in one year or less..........................................................  $      77,667  $      83,553
Due after one year through five years............................................        470,775        500,396
Due after five years through ten years...........................................        671,788        724,559
Due after ten years..............................................................        603,630        654,757
                                                                                   -------------  -------------
                                                                                   $   1,823,860  $   1,963,265
                                                                                   -------------  -------------
                                                                                   -------------  -------------
</TABLE>
 
                                      F-12
<PAGE>
                           AIG LIFE INSURANCE COMPANY
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
2.  INVESTMENT INFORMATION (CONTINUED)
    (e)   CMO'S:   CMO's  are U.S. Government  and Government  agency backed and
triple A-rated securities. In the preceding  table, CMO's are included in  other
corporate  fixed maturities. At December 31, 1995  and 1994, the market value of
the CMO portfolio was $457,111,000 and $419,148,000, respectively; the estimated
amortized cost was approximately $433,481,000 in 1995 and $427,409,000 in  1994.
The  Company's CMO  portfolio is  readily marketable.  There were  no derivative
(high risk) CMO securities contained in the portfolio at December 31, 1995.
 
    (f)  FIXED  MATURITIES BELOW  INVESTMENT GRADE:   At December  31, 1995  and
1994,  the fixed maturities held by the Company that were below investment grade
had an aggregate  amortized cost of  $74,622,000 and $65,604,000,  respectively,
and an aggregate market value of $73,894,000 and $61,946,000, respectively.
 
    (g)    NON-INCOME  PRODUCING  ASSETS:    Non-income  producing  assets  were
insignificant.
 
    (h)  INVESTMENTS GREATER THAN 10%  EQUITY:  The market value of  investments
in  the following companies and institutions exceeded 10% of the Company's total
stockholders' equity at December 31, 1995 (in thousands):
 
<TABLE>
<S>                                                                         <C>
Fixed Maturities:
  Ford Motor Credit Corporation...........................................  $  38,853
  Morgan Stanley Group, Incorporated......................................  $  35,157
Other Invested Assets:
  Equity Linked Investors II, L.P.........................................  $  38,638
</TABLE>
 
3.  DEFERRED POLICY ACQUISITION COSTS
    The following reflects the  policy acquisition costs deferred  (commissions,
direct  solicitation and  other costs)  which will  be amortized  against future
income and the related current amortization charged to income, excluding certain
amounts deferred  and amortized  in the  same period  (in thousands).  The  1995
amortization  includes $9,455,000 to recognize excess loss experienced on credit
insurance.
 
<TABLE>
<CAPTION>
                                                                         YEARS ENDED DECEMBER 31,
                                                                    -----------------------------------
                                                                       1995        1994        1993
                                                                    ----------  ----------  -----------
<S>                                                                 <C>         <C>         <C>
Balance at beginning of year......................................  $   54,474  $   39,568  $    39,106
Acquisition costs deferred........................................      35,008      29,442        6,465
Amortization charged to income....................................     (28,857)    (14,536)      (6,003)
                                                                    ----------  ----------  -----------
    Balance at end of year........................................  $   60,625  $   54,474  $    39,568
                                                                    ----------  ----------  -----------
                                                                    ----------  ----------  -----------
</TABLE>
 
                                      F-13
<PAGE>
                           AIG LIFE INSURANCE COMPANY
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
4.  FUTURE POLICY BENEFITS AND POLICYHOLDERS' FUNDS ON DEPOSIT
 
    (a) The analysis of the future  policy benefits and policyholders' funds  on
deposit at December 31, 1995 and 1994 follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                             1995           1994
                                                                         -------------  -------------
<S>                                                                      <C>            <C>
Future Policy Benefits:
  Long duration contracts..............................................  $     556,669  $     476,173
  Short duration contracts.............................................          9,818          7,038
                                                                         -------------  -------------
                                                                         $     566,487  $     483,211
                                                                         -------------  -------------
                                                                         -------------  -------------
Policyholders' funds on deposit:
  Annuities............................................................  $     944,629  $     868,828
  Universal life.......................................................        171,564        110,376
  Guaranteed investment contracts (GICs)...............................        249,844         57,457
  Corporate owned life insurance.......................................      3,204,912      1,483,882
  Other investment contracts...........................................          4,046          4,487
                                                                         -------------  -------------
                                                                         $   4,574,995  $   2,525,030
                                                                         -------------  -------------
                                                                         -------------  -------------
</TABLE>
 
    (b)  Long duration contract liabilities  included in future policy benefits,
as presented in the  table above, result from  traditional life products.  Short
duration  contract liabilities are  primarily accident and  health products. The
liability for  future  policy  benefits  has been  established  based  upon  the
following assumptions:
 
        (i)  Interest  rates for  traditional  life insurance  products  are 9.5
    percent graded to 7.0 percent over 30 years. The liability for future policy
    benefits for universal life insurance has been established using FASB 97 and
    assumes a  1.0  percent  investment margin.  Interest  rates  (exclusive  of
    immediate/terminal  funding annuities), which  vary by year  of issuance and
    products, range  from  3.0  percent  to  10.0  percent.  Interest  rates  on
    immediate/terminal  funding annuities are  at a maximum  of 12.2 percent and
    grade to not greater than 7.5 percent.
 
        (ii) Mortality and  withdrawal rates  are based  upon actual  experience
    modified  to allow for variations in policy form. The weighted average lapse
    rate, including surrenders, for individual life approximated 2.5 percent.
 
    (c) The liability for policyholders'  funds on deposit has been  established
based on the following assumptions:
 
        (i)  Interest  rates  credited on  deferred  annuities vary  by  year of
    issuance and range from 4.0 percent  to 8.3 percent. Credited interest  rate
    guarantees  are  generally  for a  period  of one  year.  Withdrawal charges
    generally range from  6.0 percent  to 10.0 percent  grading to  zero over  a
    period of 6 to 10 years.
 
        (ii)  GICs  have  market  value  withdrawal  provisions  for  any  funds
    withdrawn other than  benefit responsive payments.  Interest rates  credited
    generally  range from 5.1 percent to 9.1 percent and maturities range from 2
    to 7 years.
 
       (iii) Interest  rates  on  corporate-owned life  insurance  business  are
    guaranteed at 4.0 percent and the weighted average rate credited in 1995 was
    10.5 percent.
 
       (iv)  The  universal  life  funds,  exclusive  of  corporate  owned  life
    insurance business,  have credited  interest  rates of  6.1 percent  to  7.0
    percent    and    guarantees    ranging   from    4.0    percent    to   5.5
 
                                      F-14
<PAGE>
                           AIG LIFE INSURANCE COMPANY
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
4.  FUTURE POLICY BENEFITS AND POLICYHOLDERS' FUNDS ON DEPOSIT (CONTINUED)
    percent depending on the year  of issue. Additionally, universal life  funds
    are  subject to  surrender charges  that amount to  7.5 percent  of the fund
    balance and grade to zero over a period not longer than 20 years.
 
5.  INCOME TAXES
 
    (a) The Federal  income tax rate  applicable to ordinary  income is 35%  for
1995,  1994 and 1993. Actual tax expense  on income from operations differs from
the "expected" amount computed by applying  the Federal income tax rate  because
of the following (in thousands except percentages):
 
<TABLE>
<CAPTION>
                                                                       YEARS ENDED DECEMBER 31,
                                                ----------------------------------------------------------------------
                                                         1995                    1994                    1993
                                                ----------------------  ----------------------  ----------------------
                                                  PERCENT OF PRE-TAX      PERCENT OF PRE-TAX      PERCENT OF PRE-TAX
                                                      OPERATING               OPERATING               OPERATING
                                                ----------------------  ----------------------  ----------------------
                                                 AMOUNT      INCOME      AMOUNT      INCOME      AMOUNT      INCOME
                                                ---------  -----------  ---------  -----------  ---------  -----------
<S>                                             <C>        <C>          <C>        <C>          <C>        <C>
"Expected" income tax expense.................  $  12,160       35.0%   $   8,327       35.0%   $   3,707       35.0%
Prior year federal income tax benefit.........       (782)      (2.3)      --          --          (1,404)     (13.2)
State income tax..............................        876        2.5          149        0.6       --          --
Other.........................................        119        0.3           35         .2          131        1.2
                                                ---------        ---    ---------        ---    ---------      -----
    Actual income tax expense.................  $  12,373       35.5%   $   8,511       35.8%   $   2,434       23.0%
                                                ---------        ---    ---------        ---    ---------      -----
                                                ---------        ---    ---------        ---    ---------      -----
</TABLE>
 
    (b)  The components of  the net deferred  tax liability were  as follows (in
thousands):
 
<TABLE>
<CAPTION>
                                                                               YEARS ENDED DECEMBER
                                                                                        31,
                                                                               ---------------------
                                                                                 1995        1994
                                                                               ---------  ----------
<S>                                                                            <C>        <C>
Deferred tax assets:
  Adjustment to life reserves................................................  $  24,940  $   17,703
  Adjustments to mortgage loans and investment income........................      2,546       2,395
  Unrealized depreciation on investments.....................................     --           8,093
  Adjustment to policy and contract claims...................................     11,725       8,200
  Other......................................................................      1,157         521
                                                                               ---------  ----------
                                                                                  40,368      36,912
                                                                               ---------  ----------
Deferred tax liabilities:
  Deferred policy acquisition costs..........................................  $  13,040  $   10,275
  Unrealized appreciation on investments.....................................     47,209      --
  Bond discount..............................................................      3,458       1,906
  Other......................................................................      1,321         352
                                                                               ---------  ----------
                                                                                  65,028      12,533
                                                                               ---------  ----------
  Net deferred tax (asset) liability.........................................  $  24,660  $  (24,379)
                                                                               ---------  ----------
                                                                               ---------  ----------
</TABLE>
 
    (c) At December 31,  1995, accumulated earnings of  the Company for  Federal
income tax purposes include approximately $2,204,000 of "Policyholders' Surplus"
as  defined  under  the  Code. Under  provisions  of  the  Code, "Policyholders'
Surplus" has not been  currently taxed but  would be taxed  at current rates  if
distributed  to  the  Parent.  There  is  no  present  intention  to  make  cash
distributions from "Policyholders'  Surplus" and accordingly,  no provision  has
been made for taxes on this amount.
 
    (d)  Income  taxes paid  in 1995,  1994, and  1993 amounted  to $26,030,000,
$25,052,000, and $17,669,000, respectively.
 
                                      F-15
<PAGE>
                           AIG LIFE INSURANCE COMPANY
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
6.  COMMITMENTS AND CONTINGENCIES
    The Company, in common with the insurance industry in general, is subject to
litigation, including claims for punitive damages, in the normal course of their
business. The Company does not believe that such litigation will have a material
effect on its operating results and financial condition.
 
7.  FAIR VALUE OF FINANCIAL INSTRUMENTS
 
    (a) Statement of Financial Accounting  Standards No. 107 "Disclosures  about
Fair  Value of  Financial Instruments"  (FASB 107)  requires disclosure  of fair
value information about  financial instruments  for which it  is practicable  to
estimate  such  fair  value.  These  financial instruments  may  or  may  not be
recognized in the balance sheet. In the measurement of the fair value of certain
of the financial instruments, quoted market prices were not available and  other
valuation  techniques  were utilized.  These  derived fair  value  estimates are
significantly affected  by  the  assumptions used.  FASB  107  excludes  certain
financial instruments, including those related to insurance contracts.
 
    The following methods and assumptions were used by the Company in estimating
the fair value of the financial instruments presented:
 
        CASH  AND SHORT TERM INVESTMENTS:   The carrying amounts reported in the
    balance sheet for these instruments approximate fair values.
 
        FIXED MATURITIES:  Fair values for fixed maturity securities carried  at
    market  value are  generally based  upon quoted  market prices.  For certain
    fixed maturities for which  market prices were  not readily available,  fair
    values  were  estimated  using  values  obtained  from  independent  pricing
    services.
 
        EQUITY SECURITIES:  Fair  values for equity  securities were based  upon
    quoted market prices.
 
        MORTGAGE AND POLICY LOANS:  Where practical, the fair values of loans on
    real  estate were  estimated using  discounted cash  flow calculations based
    upon the Company's current incremental lending rates for similar type loans.
    The fair  value of  the policy  loans  were not  calculated as  the  Company
    believes  it would have to expend  excessive costs for the benefits derived.
    Therefore, the fair value of policy loans was estimated at carrying value.
 
        INTEREST RATE CAP:  Fair values for the interest rate cap were estimated
    using values obtained from an independent pricing service.
 
        POLICYHOLDERS' FUNDS ON  DEPOSIT:  Fair  value of policyholder  contract
    deposits  were estimated using discounted  cash flow calculations based upon
    interest rates currently being offered for similar contracts consistent with
    those remaining for the contracts being valued.
 
    (b) The  fair value  and carrying  amounts of  financial instruments  is  as
follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                                          CARRYING
1995                                                                      FAIR VALUE       AMOUNT
- -----------------------------------------------------------------------  -------------  -------------
<S>                                                                      <C>            <C>
Cash and short-term investments........................................  $     203,437  $     203,437
Fixed maturities.......................................................      1,963,265      1,963,265
Equity securities......................................................          4,990          4,990
Mortgage and policy loans..............................................      3,216,321      3,200,853
Interest rate cap......................................................            144            170
Policyholders' funds on deposit........................................  $   4,592,841  $   4,574,995
</TABLE>
 
                                      F-16
<PAGE>
                           AIG LIFE INSURANCE COMPANY
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
7.  FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)
 
<TABLE>
<CAPTION>
                                                                                          CARRYING
1994                                                                      FAIR VALUE       AMOUNT
- -----------------------------------------------------------------------  -------------  -------------
<S>                                                                      <C>            <C>
Cash and short-term investments........................................  $      91,488  $      91,488
Fixed maturities.......................................................      1,308,564      1,308,564
Equity securities......................................................          4,113          4,113
Mortgage and policy loans..............................................      1,551,831      1,549,601
Interest rate cap......................................................            522            245
Policyholders' funds on deposit........................................  $   2,524,273  $   2,525,030
</TABLE>
 
8.  STOCKHOLDERS' EQUITY
 
    (a)  The  maximum  stockholder  dividend which  can  be  paid  without prior
regulatory approval is subject to restrictions relating to statutory surplus and
statutory net  gain  from  operations. These  restrictions  limited  payment  of
dividends to $44,970,000 during 1995, however, no dividends were paid during the
year.
 
    (b)  The  Company's stockholders'  equity as  determined in  accordance with
statutory accounting  practices  was  $176,951,000  at  December  31,  1995  and
$145,209,000 at December 31, 1994. Statutory net income amounted to $39,712,000,
$47,002,000, and $10,441,000 for 1995, 1994 and 1993, respectively.
 
9.  EMPLOYEE BENEFITS
 
    (a)   The  Company  participates   with  its  affiliates   in  a  qualified,
non-contributory, defined  benefit pension  plan which  is administered  by  the
Parent.  All qualified employees  who have attained age  21 and completed twelve
months of  continuous service  are  eligible to  participate  in this  plan.  An
employee  with  5 or  more  years of  service  is entitled  to  pension benefits
beginning at normal retirement age 65.  Benefits are based upon a percentage  of
average final compensation multiplied by years of credited service limited to 44
years  of  credited  service.  Prior  to  January  1,  1996,  the  average final
compensation is subject to certain limitations. Annual funding requirements  are
determined  based on the "projected unit  credit" cost method which attributes a
pro rata portion of the total projected benefit payable at normal retirement  to
each  year  of  credited service.  Pension  expense for  current  service costs,
retirement and termination benefits for the years ended December 31, 1995,  1994
and  1993 were approximately $304,000, $179,000, and $248,000, respectively. The
Parent's plans do not separately identify projected benefit obligations and plan
assets attributable  to employees  of  participating affiliates.  The  projected
benefit   obligations  exceeded  the  plan  assets   at  December  31,  1995  by
$59,620,000.
 
    (b) The Parent also sponsors a voluntary savings plan for domestic employees
(a 401(k) plan), which, during the  two years ended December 31, 1994,  provided
for  salary reduction contributions  by employees and  matching contributions by
the Parent of up to 2 percent of annual salary. Commencing January 1, 1995,  the
401(k) plan provided for matching contributions by the Parent of up to 6 percent
of annual salary depending on the employee's years of service.
 
    (c) In addition to the Parent's defined benefit pension plan, the Parent and
its  subsidiaries provide a post-retirement benefit program for medical care and
life insurance.  Eligibility  in  the  various plans  is  generally  based  upon
completion  of a specified  period of eligible service  and reaching a specified
age.
 
    (d) Employees of the Company participate  in certain stock option and  stock
purchase plans of the Parent. In general, under the stock option plans, officers
and  other key employees are  granted options to purchase  AIG common stock at a
price  not   less   than   fair   market   value   at   the   date   of   grant.
 
                                      F-17
<PAGE>
                           AIG LIFE INSURANCE COMPANY
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
9.  EMPLOYEE BENEFITS (CONTINUED)
In  general, the stock purchase plans  provide for eligible employees to receive
privileges to purchase  AIG common stock  at a price  equal to 85%  of the  fair
market value on the date of grant of the purchase privilege.
 
10. LEASES
 
    (a)  The  Company  occupies leased  space  in many  locations  under various
long-term leases and has entered into various leases covering the long-term  use
of  data processing  equipment. At December  31, 1995, the  future minimum lease
payments under operating leases were as follows (in thousands):
 
<TABLE>
<CAPTION>
YEAR                                                                        PAYMENT
- -------------------------------------------------------------------------  ---------
<S>                                                                        <C>
1996.....................................................................  $   3,735
1997.....................................................................      3,180
1998.....................................................................      2,069
1999.....................................................................      1,443
2000.....................................................................      1,519
Remaining years after 2000...............................................      5,885
                                                                           ---------
    Total................................................................  $  17,831
                                                                           ---------
                                                                           ---------
</TABLE>
 
    Rent expense  approximated $3,764,000,  $3,542,000, and  $2,367,000 for  the
years ended December 31, 1995, 1994 and 1993, respectively.
 
    (b)  Sublease  Income  --  The  Company  does  not  participate  in sublease
agreements.
 
11. REINSURANCE
 
    (a) The  Company reinsures  portions of  its life  and accident  and  health
insurance  risks with unaffiliated companies. Life insurance risks are reinsured
primarily under coinsurance  and yearly  renewable term  treaties. Accident  and
health insurance risks are reinsured primarily under coinsurance, excess of loss
and quota share treaties. Amounts recoverable from reinsurers are estimated in a
manner  consistent with the assumptions used  for the underlying policy benefits
and are presented as a component  of reinsurance assets. A contingent  liability
exists  with respect to  reinsurance ceded to  the extent that  any reinsurer is
unable to meet the obligations assumed under the reinsurance agreements.
 
    The Company also  reinsures portions  of its  life and  accident and  health
insurance  risks  with affiliated  companies (see  Note 12).  The effect  of all
reinsurance  contracts,  including  reinsurance  assumed,  is  as  follows   (in
thousands, except percentages):
 
<TABLE>
<CAPTION>
                                                                                                    PERCENTAGE OF
                                                                                                   AMOUNT ASSUMED
DECEMBER 31, 1995                           GROSS           CEDED        ASSUMED        NET            TO NET
- --------------------------------------  --------------  --------------  ---------  --------------  ---------------
<S>                                     <C>             <C>             <C>        <C>             <C>
Life Insurance in Force...............  $   48,644,007  $   16,635,298  $  58,966  $   32,067,675          0.2%
                                        --------------  --------------  ---------  --------------
                                        --------------  --------------  ---------  --------------
  Premiums:
    Life..............................         184,981          33,768      1,670         152,883          1.1%
    Accident and Health...............          72,473          16,800     93,060         148,733         62.6%
    Annuity...........................          62,886        --           --              62,886        --
                                        --------------  --------------  ---------  --------------
      Total Premiums..................  $      320,340  $       50,568  $  94,730  $      364,502         26.0%
                                        --------------  --------------  ---------  --------------
                                        --------------  --------------  ---------  --------------
</TABLE>
 
                                      F-18
<PAGE>
                           AIG LIFE INSURANCE COMPANY
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
11. REINSURANCE (CONTINUED)
<TABLE>
<CAPTION>
                                                                                                    PERCENTAGE OF
                                                                                                   AMOUNT ASSUMED
DECEMBER 31, 1994                           GROSS           CEDED        ASSUMED        NET            TO NET
- --------------------------------------  --------------  --------------  ---------  --------------  ---------------
<S>                                     <C>             <C>             <C>        <C>             <C>
Life Insurance in Force...............  $   38,375,181  $   16,500,870  $  19,298  $   21,893,609          0.1%
                                        --------------  --------------  ---------  --------------
                                        --------------  --------------  ---------  --------------
  Premiums:
    Life..............................         130,716           7,233        (10)        123,473        --
    Accident and Health...............          66,026          13,949     79,810         131,887         60.5%
    Annuity...........................          10,630        --           --              10,630        --
                                        --------------  --------------  ---------  --------------
      Total Premiums..................  $      207,372  $       21,182  $  79,800  $      265,990         30.0%
                                        --------------  --------------  ---------  --------------
                                        --------------  --------------  ---------  --------------
 
<CAPTION>
 
                                                                                                    PERCENTAGE OF
                                                                                                   AMOUNT ASSUMED
DECEMBER 31, 1993                           GROSS           CEDED        ASSUMED        NET            TO NET
- --------------------------------------  --------------  --------------  ---------  --------------  ---------------
<S>                                     <C>             <C>             <C>        <C>             <C>
Life Insurance in Force...............  $   12,101,258  $    1,824,238  $  57,697  $   10,334,717          0.6%
                                        --------------  --------------  ---------  --------------
                                        --------------  --------------  ---------  --------------
  Premiums:
    Life..............................          54,475           6,115        604          48,964          1.2%
    Accident and Health...............          59,363          14,777     69,388         113,974         60.9%
    Annuity...........................           4,985              48        672           5,609         12.0%
                                        --------------  --------------  ---------  --------------
      Total Premiums..................  $      118,823  $       20,940  $  70,664  $      168,547         41.9%
                                        --------------  --------------  ---------  --------------
                                        --------------  --------------  ---------  --------------
</TABLE>
 
    (b) The maximum amount retained on any one life by the Company is $500,000.
 
    (c)   Reinsurance  recoveries,  which  reduced  death  and  other  benefits,
approximated $51,264,000, $34,252,000, and  $15,182,000, respectively, for  each
of the years ended December 31, 1995, 1994 and 1993.
 
    The  Company's reinsurance arrangements do not  relieve the Company from its
direct obligation to its insureds.
 
12. TRANSACTIONS WITH RELATED PARTIES
 
    (a) The  Company  is  party  to  several  reinsurance  agreements  with  its
affiliates  covering  certain  life  and accident  and  health  insurance risks.
Premium income and commission ceded for 1995 amounted to $1,269,000 and  $1,000,
respectively.   Premium  income  and  commission  ceded  for  1994  amounted  to
$1,267,000 and $2,000, respectively. Premium income ceded to affiliates amounted
to $322,000 for  the year  ended December 31,  1993. There  were no  commissions
ceded  to  affiliates  in 1993.  Premium  income and  ceding  commission expense
assumed from affiliates  aggregated $90,688,000  and $23,422,000,  respectively,
for  1995, compared to $75,005,000 and  $20,374,000, respectively, for 1994, and
$69,076,000 and $19,469,000, respectively for 1993.
 
    (b) The  Company  is party  to  several  cost sharing  agreements  with  its
affiliates. Generally, these agreements provide for the allocation of costs upon
either the specific identification basis or a proportional cost allocation basis
which  management believes  to be reasonable.  For the years  ended December 31,
1995, 1994  and 1993,  the  Company was  charged $23,193,000,  $21,392,000,  and
$19,961,000,  respectively, for expenses attributed  to the Company but incurred
by affiliates. During the same period, the Company received reimbursements  from
affiliates  aggregating $14,496,000, $13,383,000, and $12,210,000, respectively,
for costs incurred by the Company but attributable to affiliates.
 
                                      F-19
<PAGE>
                           AIG LIFE INSURANCE COMPANY
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
12. TRANSACTIONS WITH RELATED PARTIES (CONTINUED)
    (c)  During  1993,  the  Company  received  cash  surplus  contributions  of
$25,000,000  from  AIG,  Inc.,  the Parent  and  Commerce  &  Industry Insurance
Company.
 
    (d) During 1993, the  Company sold a mortgage  loan to Atlanta 17th  Street,
Inc., for the aggregate unpaid principal balance of $17,500,000.
 
    (e)  During  1993,  the  Company  entered into  a  loan  agreement  with AIG
Investment Company (AIGIC), an affiliated company.  The purpose of the loan  was
to  fund the  Company's investment in  the separate account  pension product. At
December 31, 1995 and  1994, amounts due to  related parties include $2,000  and
$9,566,000, respectively, reflecting the loan balance under this agreement.
 
                                      F-20
<PAGE>
                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                       VARIABLE LIFE SEPARATE ACCOUNT II
 
                       REPORT OF INDEPENDENT ACCOUNTANTS
 
To the Contract Owners of
AIG Life Insurance Company
Variable Life Separate Account II
 
    We have audited the accompanying statements of assets and liabilities of AIG
Life Insurance Company Variable Life Separate Account II comprising the Alliance
Growth  and  Income,  Conservative  Investors,  Growth,  Growth  Investors;  the
Fidelity Money Market, Asset Manager,  Growth, Overseas, Investment Grade  Bond,
High Income; the Van Eck Gold and Natural Resources, Worldwide Balanced; and the
Dreyfus Stock Index and Zero Coupon 2000 Portfolios as of December 31, 1995, and
the  related statements of operations  and changes in net  assets for the period
May 4, 1995 (Date of Inception) to December 31, 1995. These financial statements
are the responsibility of the management  of the Variable Life Separate  Account
II.  Our responsibility is  to express an opinion  on these financial statements
based on our audit.
 
    We conducted  our  audit  in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence  supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of investments held at December 31, 1995 by correspondence with the
transfer agents. An audit also includes assessing the accounting principles used
and  significant estimates made by management, as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audit  provides   a
reasonable basis for our opinion.
 
    In  our opinion, the financial statements  referred to above present fairly,
in all material respects, the financial  position of AIG Life Insurance  Company
Variable  Life Separate Account II  as of December 31,  1995, and the results of
its operations and  the changes in  its net assets  for the period  May 4,  1995
(Date  of Inception) to December 31,  1995 in conformity with generally accepted
accounting principles.
 
                                          COOPERS & LYBRAND L.L.P.
 
2400 Eleven Penn Center
Philadelphia, Pennsylvania
February 19, 1996
 
                                      F-21
<PAGE>
                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                              VARIABLE ACCOUNT II
 
                      STATEMENT OF ASSETS AND LIABILITIES
                               DECEMBER 31, 1995
 
<TABLE>
<CAPTION>
                                                                              SHARES         COST
                                                                           -------------  -----------
<S>                                                                        <C>            <C>          <C>
ASSETS:
  Investments at Market Value:
    Alliance
      Growth and Income Portfolio........................................      1,032.846  $    15,602  $    16,309
      Conservative Investors Portfolio...................................         39.957          461          470
      Growth Portfolio...................................................      1,688.198       23,404       24,024
      Growth Investors Portfolio.........................................        132.604        1,552        1,574
    Fidelity
      Money Market Portfolio.............................................     26,636.060       26,636       26,636
      Asset Manager Portfolio............................................        187.629        2,869        2,963
      Growth Portfolio...................................................        914.032       26,877       26,690
      Overseas Portfolio.................................................        303.948        5,061        5,183
      Investment Grade Bond Portfolio....................................         49.210          604          614
      High Income Portfolio..............................................        109.772        1,310        1,323
    Van Eck
      Gold and Natural Resources Portfolio...............................         17.803          259          257
      Worldwide Balanced Portfolio.......................................        111.361        1,110        1,111
    Dreyfus
      Stock Index Portfolio..............................................        210.062        3,514        3,613
      Zero Coupon 2000 Portfolio.........................................         25.067          317          320
                                                                                          -----------  -----------
        Total Investments................................................                 $   109,576      111,087
        Total Assets.....................................................                              $   111,087
                                                                                                       -----------
                                                                                                       -----------
LIABILITIES:
  Payable to AIG Life Insurance Company..................................                              $       222
                                                                                                       -----------
EQUITY:
  Contract Owners' Equity................................................                                  110,865
                                                                                                       -----------
        Total Liabilities and Equity.....................................                              $   111,087
                                                                                                       -----------
                                                                                                       -----------
</TABLE>
 
                       See Notes to Financial Statements
 
                                      F-22
<PAGE>
                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                              VARIABLE ACCOUNT II
                            STATEMENT OF OPERATIONS
                     FOR THE PERIOD ENDED DECEMBER 31, 1995
 
<TABLE>
<CAPTION>
                                                                     ALLIANCE      ALLIANCE                   ALLIANCE
                                                                    GROWTH AND   CONSERVATIVE    ALLIANCE      GROWTH
                                                                      INCOME       INVESTORS      GROWTH      INVESTORS
                                                           TOTAL     PORTFOLIO     PORTFOLIO     PORTFOLIO    PORTFOLIO
                                                         ---------  -----------  -------------  -----------  -----------
<S>                                                      <C>        <C>          <C>            <C>          <C>
Investment Income:
  Dividends............................................  $     348   $  --         $  --         $  --        $  --
Expenses:
  Mortality & Expense Risk Fees........................       (188)        (30)           (1)          (43)          (2)
                                                         ---------  -----------       ------    -----------  -----------
    Total Expenses.....................................       (188)        (30)           (1)          (43)          (2)
                                                         ---------  -----------       ------    -----------  -----------
  Net Investment Income (Loss).........................        160         (30)           (1)          (43)          (2)
                                                         ---------  -----------       ------    -----------  -----------
Realized and Unrealized Gain (Loss) on Investments:
  Realized Gain (Loss) on Investment Activity..........        (55)         79             6            80           15
  Change in Unrealized Appreciation (Depreciation).....      1,511         707             9           620           22
                                                         ---------  -----------       ------    -----------  -----------
    Net Gain (Loss) on Investments.....................      1,456         786            15           700           37
Increase (Decrease) in Net Assets Resulting From
 Operations............................................  $   1,616   $     756     $      14     $     657    $      35
                                                         ---------  -----------       ------    -----------  -----------
                                                         ---------  -----------       ------    -----------  -----------
</TABLE>
 
                       See Notes to Financial Statements
 
                                      F-23
<PAGE>
                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                              VARIABLE ACCOUNT II
                            STATEMENT OF OPERATIONS
                     FOR THE PERIOD ENDED DECEMBER 31, 1995
 
<TABLE>
<CAPTION>
                                                             FIDELITY     FIDELITY                               FIDELITY
                                                               MONEY        ASSET      FIDELITY     FIDELITY    INVESTMENT
                                                              MARKET       MANAGER      GROWTH      OVERSEAS    GRADE BOND
                                                             PORTFOLIO    PORTFOLIO    PORTFOLIO    PORTFOLIO    PORTFOLIO
                                                            -----------  -----------  -----------  -----------  -----------
<S>                                                         <C>          <C>          <C>          <C>          <C>
Investment Income:
  Dividends...............................................   $     289    $  --        $  --        $  --        $  --
Expenses:
  Mortality & Expense Risk Fees...........................         (45)          (5)         (41)          (9)          (1)
                                                            -----------  -----------  -----------  -----------  -----------
    Total Expenses........................................         (45)          (5)         (41)          (9)          (1)
                                                            -----------  -----------  -----------  -----------  -----------
  Net Investment Income (Loss)............................         244           (5)         (41)          (9)          (1)
                                                            -----------  -----------  -----------  -----------  -----------
Realized and Unrealized Gain (Loss) on Investments:
  Realized Gain (Loss) on Investment Activity.............      --               18         (291)         (14)           6
  Change in Unrealized Appreciation (Depreciation)........      --               94         (187)         122           10
                                                            -----------  -----------  -----------  -----------  -----------
    Net Gain (Loss) on Investments........................      --              112         (478)         108           16
Increase (Decrease) in Net Assets Resulting From
 Operations...............................................   $     244    $     107    $    (519)   $      99    $      15
                                                            -----------  -----------  -----------  -----------  -----------
                                                            -----------  -----------  -----------  -----------  -----------
</TABLE>
 
                       See Notes to Financial Statements
 
                                      F-24
<PAGE>
                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                              VARIABLE ACCOUNT II
                            STATEMENT OF OPERATIONS
                     FOR THE PERIOD ENDED DECEMBER 31, 1995
 
<TABLE>
<CAPTION>
                                                                    VAN ECK         VAN ECK                    DREYFUS
                                                   FIDELITY        GOLD AND        WORLDWIDE     DREYFUS     ZERO COUPON
                                                  HIGH INCOME  NATURAL RESOURCES   BALANCED    STOCK INDEX      2000
                                                   PORTFOLIO       PORTFOLIO       PORTFOLIO    PORTFOLIO     PORTFOLIO
                                                  -----------  -----------------  -----------  -----------  -------------
<S>                                               <C>          <C>                <C>          <C>          <C>
Investment Income:
  Dividends.....................................   $  --           $       1       $  --        $      56     $       2
Expenses:
  Mortality & Expense Risk Fees.................          (1)             (1)             (1)          (8)       --
                                                  -----------         ------      -----------  -----------       ------
    Total Expenses..............................          (1)             (1)             (1)          (8)       --
                                                  -----------         ------      -----------  -----------       ------
  Net Investment Income (Loss)..................          (1)         --                  (1)          48             2
                                                  -----------         ------      -----------  -----------       ------
Realized and Unrealized Gain (Loss) on
 Investments:
  Realized Gain (Loss) on Investment Activity...          --              (2)         --               49            (1)
  Change in Unrealized Appreciation
   (Depreciation)...............................          13              (2)              1           99             3
                                                  -----------         ------      -----------  -----------       ------
    Net Gain (Loss) on Investments..............          13              (4)              1          148             2
Increase (Decrease) in Net Assets Resulting From
 Operations.....................................   $      12       $      (4)      $  --        $     196     $       4
                                                  -----------         ------      -----------  -----------       ------
                                                  -----------         ------      -----------  -----------       ------
</TABLE>
 
                       See Notes to Financial Statements
 
                                      F-25
<PAGE>
                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                              VARIABLE ACCOUNT II
                       STATEMENT OF CHANGES IN NET ASSETS
                    FOR THE PERIOD ENDED DECEMBER 31, 1995.
 
<TABLE>
<CAPTION>
                                                                   ALLIANCE      ALLIANCE                 ALLIANCE
                                                                  GROWTH AND   CONSERVATIVE   ALLIANCE     GROWTH
                                                                    INCOME       INVESTOR      GROWTH     INVESTORS
                                                        TOTAL      PORTFOLIO     PORTFOLIO    PORTFOLIO   PORTFOLIO
                                                     -----------  -----------  -------------  ---------  -----------
<S>                                                  <C>          <C>          <C>            <C>        <C>
Increase in Net Assets
Operations:
  Net Investment Income (Loss).....................  $       160   $     (30)    $      (1)   $     (43)  $      (2)
  Realized Gain on Investment Activity.............          (55)         79             6           80          15
  Change in Unrealized Appreciation
   (Depreciation)..................................        1,511         707             9          620          22
                                                     -----------  -----------       ------    ---------  -----------
Increase in Net Assets Resulting from Operations...        1,616         756            14          657          35
                                                     -----------  -----------       ------    ---------  -----------
Capital Transactions:
  Contract Deposits................................      133,550      11,299           460       15,441       1,326
  Transfers Between Funds..........................      --            6,137           211       11,912         916
  Transfers From (To) AIG Life.....................         (872)     --            --           --          --
  Transfers to the Company for monthly
   deductions......................................      (23,429)     (1,928)         (211)      (3,916)       (702)
                                                     -----------  -----------       ------    ---------  -----------
Increase (Decrease) in Net Assets Resulting from
 Capital Transactions..............................      109,249      15,508           460       23,437       1,540
                                                     -----------  -----------       ------    ---------  -----------
Total Increase (Decrease) in Net Assets............      110,865      16,264           474       24,094       1,575
Net Assets, at Beginning of Period.................      --           --            --           --          --
                                                     -----------  -----------       ------    ---------  -----------
Net Assets, at End of Period.......................  $   110,865   $  16,264     $     474    $  24,094   $   1,575
                                                     -----------  -----------       ------    ---------  -----------
                                                     -----------  -----------       ------    ---------  -----------
</TABLE>
 
                       See Notes to Financial Statements
 
                                      F-26
<PAGE>
                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                              VARIABLE ACCOUNT II
                       STATEMENT OF CHANGES IN NET ASSETS
                    FOR THE PERIOD ENDED DECEMBER 31, 1995.
 
<TABLE>
<CAPTION>
                                                      FIDELITY    FIDELITY                                FIDELITY
                                                       MONEY        ASSET       FIDELITY     FIDELITY    INVESTMENT
                                                       MARKET      MANAGER       GROWTH      OVERSEAS    GRADE BOND
                                                     PORTFOLIO    PORTFOLIO    PORTFOLIO     PORTFOLIO    PORTFOLIO
                                                     ----------  -----------  ------------  -----------  -----------
<S>                                                  <C>         <C>          <C>           <C>          <C>
Increase in Net Assets
Operations:
  Net Investment Income (Loss).....................  $      244   $      (5)   $      (41)   $      (9)   $      (1)
  Realized Gain on Investment Activity.............      --              18          (291)         (14)           6
  Change in Unrealized Appreciation
   (Depreciation)..................................      --              94          (187)         122           10
                                                     ----------  -----------  ------------  -----------  -----------
Increase in Net Assets Resulting from Operations...         244         107          (519)          99           15
                                                     ----------  -----------  ------------  -----------  -----------
Capital Transactions:
  Contract Deposits................................      80,546       1,541        18,203        1,799          356
  Transfers Between Funds..........................     (44,242)      2,186        12,969        4,158          393
  Transfers From (To) AIG Life.....................        (872)     --            --           --           --
  Transfers to the Company for monthly
   deductions......................................      (8,878)       (847)       (4,503)        (820)        (150)
                                                     ----------  -----------  ------------  -----------  -----------
  Increase (Decrease) in Net Assets Resulting from
   Capital Transactions............................      26,554       2,880        26,669        5,137          599
                                                     ----------  -----------  ------------  -----------  -----------
Total Increase (Decrease) in Net Assets............      26,798       2,987        26,150        5,236          614
Net Assets, at Beginning of Period.................      --          --            --           --           --
                                                     ----------  -----------  ------------  -----------  -----------
Net Assets, at End of Period.......................  $   26,798   $   2,987    $   26,150    $   5,236    $     614
                                                     ----------  -----------  ------------  -----------  -----------
                                                     ----------  -----------  ------------  -----------  -----------
</TABLE>
 
                       See Notes to Financial Statements
 
                                      F-27
<PAGE>
                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                              VARIABLE ACCOUNT II
                       STATEMENT OF CHANGES IN NET ASSETS
                    FOR THE PERIOD ENDED DECEMBER 31, 1995.
 
<TABLE>
<CAPTION>
                                                                            VAN ECK
                                                                           GOLD AND      VAN ECK                   DREYFUS
                                                              FIDELITY      NATURAL     WORLDWIDE     DREYFUS    ZERO COUPON
                                                             HIGH INCOME   RESOURCES    BALANCED    STOCK INDEX     2000
                                                              PORTFOLIO    PORTFOLIO    PORTFOLIO    PORTFOLIO    PORTFOLIO
                                                             -----------  -----------  -----------  -----------  -----------
<S>                                                          <C>          <C>          <C>          <C>          <C>
Increase in Net Assets
Operations:
  Net Investment Income (Loss).............................   $      (1)   $  --        $      (1)   $      48    $       2
  Realized Gain on Investment Activity.....................      --               (2)      --               49           (1)
  Change in Unrealized Appreciation (Depreciation).........          13           (2)           1           99            3
                                                             -----------  -----------  -----------  -----------  -----------
Increase in Net Assets Resulting from Operations...........          12           (4)           0          196            4
                                                             -----------  -----------  -----------  -----------  -----------
Capital Transactions:
  Contract Deposits........................................          89          256          385        1,751           98
  Transfers Between Funds..................................       1,343          113          929        2,651          324
  Transfers From (To) AIG Life.............................      --           --           --           --           --
  Transfers to the Company for monthly deductions..........        (122)        (100)        (202)        (942)        (108)
                                                             -----------  -----------  -----------  -----------  -----------
  Increase (Decrease) in Net Assets Resulting from Capital
   Transactions............................................       1,310          269        1,112        3,460          314
                                                             -----------  -----------  -----------  -----------  -----------
Total Increase (Decrease) in Net Assets....................       1,322          265        1,112        3,656          318
Net Assets, at Beginning of Period.........................      --           --           --           --           --
                                                             -----------  -----------  -----------  -----------  -----------
Net Assets, at End of Period...............................   $   1,322    $     265    $   1,112    $   3,656    $     318
                                                             -----------  -----------  -----------  -----------  -----------
                                                             -----------  -----------  -----------  -----------  -----------
</TABLE>
 
                       See Notes to Financial Statements
 
                                      F-28
<PAGE>
                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                              VARIABLE ACCOUNT II
                         NOTES TO FINANCIAL STATEMENTS
 
1.  HISTORY
    Variable  Account  II  (the  "Account")  is  a  separate  investment account
maintained under the provisions of Delaware Insurance Law by AIG Life  Insurance
Company  (the "Company"), a subsidiary of American International Group, Inc. The
Account operates  as a  unit investment  trust registered  under the  Investment
Company  Act of 1940, as  amended, and supports the  operations of the Company's
individual flexible  premium variable  universal  life insurance  policies  (the
"policies").
 
    The  Account invests  in shares of  Alliance Variable  Products Series Fund,
Inc. ("Alliance  Fund"),  Dreyfus  Variable Investment  Fund  ("Dreyfus  Fund"),
Dreyfus  Stock Index Fund, Fidelity Investments Variable Insurance Products Fund
("Fidelity Trust"),  Fidelity Variable  Insurance  Products Fund  II  ("Fidelity
Trust  II") and Van  Eck Investment Trust  ("Van Eck Trust").  The assets in the
policies may be invested in the following subaccounts:
 
<TABLE>
<S>                                   <C>
Alliance Fund:                        Fidelity Trust:
  Growth and Income Portfolio           Money Market Portfolio
  Conservative Investors Portfolio      High Income Portfolio
  Growth Portfolio                      Growth Portfolio
  Growth Investors Portfolio            Overseas Portfolio
Dreyfus Fund:                         Fidelity Trust II:
  Zero Coupon 2000 Portfolio            Investment Grade Bond Portfolio
  The Dreyfus Stock Index Fund          Asset Manager Portfolio
Van Eck Trust:
  Gold and Natural Resources Fund
  Worldwide Balanced Fund
</TABLE>
 
    The Account commenced operations on May 4, 1995.
 
    The assets of the Account  are the property of  the Company. The portion  of
the  Account's assets  applicable to  the policies  are not  chargeable with the
liabilities arising out of any other business conducted by the Company.
 
    In addition to the  Account, policy owners may  also allocate assets of  the
policies  to  the Guaranteed  Account, which  is part  of the  Company's general
account. Amounts  allocated  to  the  Guaranteed Account  are  credited  with  a
guaranteed  rate of interest. Because  of exemptive and exclusionary provisions,
interests  in  the  Guaranteed  Account  have  not  been  registered  under  the
Securities  Act of 1933 and the Guaranteed Account has not been registered as an
investment company under the Investment Company Act of 1940.
 
2.  SIGNIFICANT ACCOUNTING POLICIES
    The following is a  summary of significant  accounting policies followed  by
the  Account  in  preparation of  the  financial statements  in  conformity with
generally accepted accounting principles.
 
    A.   Investment Valuation  -- The  investments in  the Funds  are stated  at
       market  value which  is the  net asset  value of  each of  the respective
       series as determined at the close of business on the last business day of
       the period by the Fund.
 
    B.  Accounting for Investments -- Investment transactions are accounted  for
       on  the date  the investments are  purchased or sold.  Dividend income is
       recorded on the ex-dividend date.
 
                                      F-29
<PAGE>
                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                              VARIABLE ACCOUNT II
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
2.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    C.  Federal Income Taxes -- The Company is taxed under federal law as a life
       insurance company. The Account is part of the Company's total  operations
       and  is not  taxed separately. Under  existing federal law,  no taxes are
       payable on investment income and realized capital gains of the Account.
 
    D.   The  preparation  of the  accompanying  financial  statements  required
       management  to make  estimates and  assumptions that  affect the reported
       values of assets and liabilities as of December 31, 1995 and the reported
       amounts from  operations  and  policy transactions  during  1995.  Actual
       results could differ from those estimates.
 
3.  CONTRACT CHARGES
    There  are charges  and deductions which  the Company will  deduct from each
policy. The deductions  from premium are  a sales  charge of 5%  plus the  state
specific premium taxes.
 
    Daily  charges for  mortality and expense  risks assumed by  the Company are
assessed through  the daily  unit value  calculation and  are equivalent  on  an
annual  basis to .90% of  the account value of the  policies. This charge may be
decreased to not less than .50% in policy years eleven and greater.
 
    On the  policies' issue  date and  each monthly  anniversary, the  following
deductions are made from the policies' account value:
 
    (a) administrative charges
 
    (b) insurance charges
 
    (c) supplemental benefit charges.
 
    If  the policy  is surrendered during  the first fourteen  policy years, the
Company will  deduct a  surrender charge  based on  a percentage  of first  year
premium. A pro rata surrender charge will be deducted for any partial surrender.
An  administrative charge upon partial surrender will  be equal to the lessor of
$25.00 or 2% of the amount surrendered.
 
                                      F-30
<PAGE>
                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                              VARIABLE ACCOUNT II
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
4.  PURCHASES OF INVESTMENTS
    For the period ended December 31, 1995, investment activity in the Fund  was
as follows:
 
<TABLE>
<CAPTION>
                                                                                    COST OF     PROCEEDS
SHARES OF                                                                          PURCHASES   FROM SALES
- --------------------------------------------------------------------------------  -----------  -----------
<S>                                                                               <C>          <C>
Alliance Funds:
  Growth and Income Portfolio...................................................   $  17,402    $   1,878
  Conservative Investors Portfolio..............................................         672          217
  Growth Portfolio..............................................................      26,173        2,850
  Growth Investors Portfolio....................................................       2,011          474
Fidelity Trust Funds:
  Money Market Portfolio........................................................      79,323       52,686
  Asset Manager Portfolio.......................................................       3,611          760
  Growth Portfolio..............................................................      44,248       16,780
  Overseas Portfolio............................................................       5,767          692
  Investment Grade Bond Portfolio...............................................         889          291
  High Income Portfolio.........................................................       1,361           52
Van Eck:
  Gold and Natural Resources Portfolio..........................................         361          102
  Worldwide Balance Portfolio...................................................       1,440          331
Dreyfus:
  Stock Index Portfolio.........................................................       4,255          790
  Zero Coupon 2000 Portfolio....................................................         421          105
</TABLE>
 
5.  NET INCREASE IN ACCUMULATION UNITS
    For the period ended December 31, 1995 transactions in accumulation units of
the account were as follows:
 
<TABLE>
<CAPTION>
                                                  ALLIANCE      ALLIANCE                  ALLIANCE
                                                  GROWTH &    CONSERVATIVE   ALLIANCE      GROWTH       FIDELITY
                                                   INCOME      INVESTORS      GROWTH      INVESTORS   MONEY MARKET
VARIABLE LIFE                                     PORTFOLIO    PORTFOLIO     PORTFOLIO    PORTFOLIO    PORTFOLIO
- -----------------------------------------------  -----------  ------------  -----------  -----------  ------------
 
<S>                                              <C>          <C>           <C>          <C>          <C>
Units Purchased................................     1,098.54        44.57      1,489.21      125.18       7,921.95
Units Withdrawn................................      (193.09)      (21.19)      (385.06)     (67.32)       (874.63)
Units Transferred Between Funds................       584.00        20.92      1,141.63       88.29      (4,348.85)
Net Units Transferred From (To) AIG Life.......      --            --           --           --             (85.27)
                                                 -----------  ------------  -----------  -----------  ------------
Net Increase (Decrease)........................     1,489.45        44.30      2,245.78      146.15       2,613.20
Units, at Beginning of the Period..............      --            --           --           --            --
                                                 -----------  ------------  -----------  -----------  ------------
Units, at End of the Period....................     1,489.45        44.30      2,245.78      146.15       2,613.20
                                                 -----------  ------------  -----------  -----------  ------------
                                                 -----------  ------------  -----------  -----------  ------------
Unit Value at December 31, 1995................  $     10.92   $    10.69   $     10.73   $   10.77   $      10.25
                                                 -----------  ------------  -----------  -----------  ------------
                                                 -----------  ------------  -----------  -----------  ------------
</TABLE>
 
                                      F-31
<PAGE>
                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                              VARIABLE ACCOUNT II
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
5.  NET INCREASE IN ACCUMULATION UNITS (CONTINUED)
 
<TABLE>
<CAPTION>
                                      FIDELITY                          FIDELITY
                                        ASSET    FIDELITY   FIDELITY   INVESTMENT    FIDELITY
                                       MANAGER    GROWTH    OVERSEAS   GRADE BOND   HIGH YIELD
                                      PORTFOLIO  PORTFOLIO  PORTFOLIO   PORTFOLIO   PORTFOLIO
                                      ---------  ---------  ---------  -----------  ----------
 
<S>                                   <C>        <C>        <C>        <C>          <C>
Units Purchased.....................     148.02   1,682.23     186.04       35.00         8.90
Units Withdrawn.....................     (83.59)   (413.68)    (87.35)     (14.67)      (11.93)
Units Transferred Between Funds.....     208.66   1,188.86     422.12       39.01       133.69
Net Units Transferred From (To) AIG
 Life...............................     --         --         --          --           --
                                      ---------  ---------  ---------  -----------  ----------
Net Increase (Decrease).............     273.09   2,457.41     520.81       59.34       130.66
Units, at Beginning of the Period...     --         --         --          --           --
                                      ---------  ---------  ---------  -----------  ----------
Units, at End of the Period.........     273.09   2,457.41     520.81       59.34       130.66
                                      ---------  ---------  ---------  -----------  ----------
                                      ---------  ---------  ---------  -----------  ----------
Unit Value at December 31, 1995.....  $   10.94  $   10.64  $   10.05   $   10.35   $    10.12
                                      ---------  ---------  ---------  -----------  ----------
                                      ---------  ---------  ---------  -----------  ----------
</TABLE>
 
<TABLE>
<CAPTION>
                                                                  VAN ECK      VAN ECK                   DREYFUS
                                                                GOLD & NAT    WORLDWIDE     DREYFUS    ZERO COUPON
                                                                 RESOURCES    BALANCED    STOCK INDEX     2000
                                                                 PORTFOLIO    PORTFOLIO    PORTFOLIO    PORTFOLIO
                                                                -----------  -----------  -----------  -----------
 
<S>                                                             <C>          <C>          <C>          <C>
Units Purchased...............................................        27.28        38.70       167.30        9.57
Units Withdrawn...............................................       (12.24)      (20.41)      (85.55)     (10.57)
Units Transferred Between Funds...............................        11.30        93.66       255.39       31.83
Net Units Transferred From (To) AIG Life......................      --           --           --           --
                                                                -----------  -----------  -----------  -----------
Net Increase (Decrease).......................................        26.34       111.95       337.14       30.83
Units, at Beginning of the Period.............................      --           --           --           --
                                                                -----------  -----------  -----------  -----------
Units, at End of the Period...................................        26.34       111.95       337.14       30.83
                                                                -----------  -----------  -----------  -----------
                                                                -----------  -----------  -----------  -----------
Unit Value at December 31, 1995...............................  $     10.06  $      9.94  $     10.84   $   10.32
                                                                -----------  -----------  -----------  -----------
                                                                -----------  -----------  -----------  -----------
</TABLE>
 
                                      F-32
<PAGE>
                                   APPENDIX A
 
MINIMUM PREMIUMS
 
    The  following table shows for Insureds of varying ages, the current minimum
initial Premium for a Policy with the Face Amount indicated. This table  assumes
that  the insured will be  placed in a nonsmoker  class and that no supplemental
benefits will be added to the base policy.
 
<TABLE>
<CAPTION>
                                                            MINIMUM PLANNED PERIODIC PREMIUM
                                         MINIMUM                BY PREMIUM PAYMENT MODE
ISSUE AGE OF    SEX OF    POLICY FACE    INITIAL    ------------------------------------------------
   INSURED      INSURED     AMOUNT       PREMIUM      ANNUAL     SEMIANNUAL    QUARTERLY    MONTHLY
- -------------  ---------  -----------  -----------  -----------  -----------  -----------  ---------
<S>            <C>        <C>          <C>          <C>          <C>          <C>          <C>
         25      Male     $    75,000  $    102.08  $    612.50  $    306.25  $    153.13  $   51.04
         30     Female    $   100,000  $    107.33  $    644.00  $    322.00  $    161.00  $   53.67
         35      Male     $   250,000  $    175.42  $  1,052.50  $    526.25  $    263.13  $   87.71
         40     Female    $   300,000  $    227.83  $  1,367.00  $    683.50  $    341.75  $  113.92
         45      Male     $   500,000  $    476.67  $  2,860.00  $  1,430.00  $    715.00  $  238.33
         50     Female    $   350,000  $    427.50  $  2,565.00  $  1,282.50  $    641.25  $  213.75
         55      Male     $   300,000  $    686.33  $  4,118.00  $  2,059.00  $  1,029.50  $  343.17
         60     Female    $   250,000  $    620.83  $  3,725.00  $  1,862.50  $    931.25  $  310.42
         65      Male     $   200,000  $  1,185.67  $  7,114.00  $  3,557.00  $  1,778.50  $  592.83
         70     Female    $   100,000  $    670.50  $  4,023.00  $  2,011.50  $  1,005.75  $  335.25
         75      Male     $    75,000  $  1,210.71  $  7,264.25  $  3,632.13  $  1,816.06  $  605.35
</TABLE>
 
                                      A-1
<PAGE>
                                   APPENDIX B
 
SURRENDER CHARGE PREMIUM
 
    The surrender charge premium is an amount used to determine the sales charge
deducted  on surrender of the policy. The surrender charge premium is calculated
for each Policy based on  the issue age, sex, and  smoker status of the  Insured
and the Face Amount of the Policy.
 
    The following table shows for Insureds of varying ages, the surrender charge
premium for a policy with the Face Amount indicated. This table assumes that the
Insured will be placed in a nonsmoker class.
 
<TABLE>
<CAPTION>
                                         SURRENDER
ISSUE AGE OF    SEX OF    POLICY FACE     CHARGE
   INSURED      INSURED     AMOUNT        PREMIUM
- -------------  ---------  -----------  -------------
<S>            <C>        <C>          <C>
         25      Male     $    75,000  $      483.75
         30     Female    $   100,000  $      690.00
         35      Male     $   250,000  $    2,562.50
         40     Female    $   300,000  $    3,327.00
         45      Male     $   500,000  $    8,530.00
         50     Female    $   350,000  $    6,373.50
         55      Male     $   300,000  $    8,880.00
         60     Female    $   250,000  $    7,800.00
         65      Male     $   200,000  $   10,762.00
         70     Female    $   100,000  $    5,781.00
         75      Male     $    75,000  $    7,689.75
</TABLE>
 
                                      B-1


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