VARIABLE ACCOUNT II AIG LIFE INSURANCE CO
S-6/A, 1999-10-15
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        Filed with the Securities and Exchange Commission on October 15, 1999

                           Registration No. 333-85573

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    Form S-6

                         PRE-EFFECTIVE AMENDMENT NO 1 TO
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OF
            SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM
                                     N-8B-2

A.       Exact name of trust:       Variable Account II

B.       Name of depositor:         AIG Life Insurance Company

C.                Complete address of depositor's principal executive offices:
                  One Alico Plaza, 600 King Street, Wilmington, DE 19801

D.                Name and address of agent for service:
                  Kenneth D. Walma, Vice President and General Counsel
                  One Alico Plaza
                  600 King Street
                  Wilmington, DE  19801

COPIES TO:
Michael Berenson, Esq.            and       Ernest T. Patrikis, Esq.
Jorden Burt Boros Cicchetti                 American International Group, Inc.
Berenson & Johnson, LLP                     70 Pine Street
Suite 400 East                              New York, NY  10270
1025 Thomas Jefferson Street, NW
Washington, DC  20007-0805


E.   Title and  amount of  securities  being  registered:

     Flexible  Premium  Variable  Universal  Life Group  Insurance  Policies and
     Certificates and Individual Insurance Policies.


F.   Approximate date of proposed public offering:

     As  soon as  practicable  after  the  effective  date of this  Registration
     Statement.

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



<PAGE>
                        CROSS REFERENCE TO ITEMS REQUIRED

                                 BY FORM N-8B-2

N-8B-2 Item                      Caption in Prospectus

1        About Us and the Accounts, The Separate Account
2        About Us and the Accounts
3        Not Applicable
4        Distribution of the Policy
5        The Separate Account
6(a)     Not Applicable
6(b)     Not Applicable
9        Legal Proceedings
10       Purchasing a Policy
11       The Separate Account, The Investment Options
12       The Separate Account, The Investment Options
13       Expenses of the Policy
14       Purchasing a Polaris VUL Policy
15       The Separate Account
16       The Separate Account, The Investment Options
17       Purchasing a Polaris VUL Policy
18       Investing Your Account Value
19       Purchasing a Polaris VUL Policy, Investing Your Account Value
20       Not Applicable
21       Cash Benefits During the Insured's Lifetime
22       Not Applicable
23       Not Applicable
24       Not Applicable
25       About Us and the Accounts
26       Not Applicable
27       About Us and the Accounts
28       About Us and the Accounts
29       About Us and the Accounts
30       About Us and the Accounts
31       Not Applicable
32       Not Applicable
33       Not Applicable
34       Distribution of the Policy
35       About Us and the Accounts
37       Not Applicable
38       Distribution of the Policy
39       Distribution of the Policy
40       Not Applicable
41(a)    Distribution of the Policy
42       Not Applicable
43       Not Applicable
44       Purchasing a Polaris VUL Policy
45       Not Applicable
46       Purchasing a Polaris VUL Policy
47       Not Applicable
48       Not Applicable
49       Not Applicable
50       Not Applicable
51       Purchasing a Polaris VUL Policy
         About Us and the Accounts
52       The Investment Options
53       Federal Income Tax Considerations
54       Financial Statements
55       Not Applicable
<PAGE>


                                     Part I

<PAGE>

[Polaris VUL Logo]                                    AIG Life Insurance Company
                                                             Variable Account II
                                                                One Alico Plaza
                                                                600 King Street
                                                     Wilmington, Delaware 19801
                                                                  1-800-340-2765


     Flexible Premium Joint and Last Survivor Variable Universal Life Policy


AIG Life  Insurance  Company  ("we," "our" or "us"),  is offering life insurance
coverage on two individuals  under the Polaris Joint and Last Survivor  Variable
Universal  Life  policy  (the  "Policy").  We pay the death  benefit  after both
Insureds die. The Policy is a flexible premium joint and last survivor  variable
universal life policy that allows "you," the owner of the Policy, within limits,
to:



    o        Select  the face  amount  of life  insurance.  You may
             within  limits  change your initial  selection as your
             insurance needs change.

    o        Select the amount and timing of premiums payments. You
             may make more premium  payments than scheduled or stop
             making premium payments.

    o        Allocate  premium  payments and your Policy's  Account
             Value among the  variable  investment  options and the
             guaranteed investment option.

    o        Receive  payments  from your Policy while at least one
             Insured is alive through loans, partial withdrawals or
             a total surrender.


This  document  contains  information  about the  Policy.  You should  read this
document  carefully  before you decide to purchase  the Policy.  You should also
keep this document for future reference.

Interest  in the  Policies  and shares of the  Portfolios  are not  deposits  or
obligations  of or  guaranteed by a bank,  and are not federally  insured by the
Federal Deposit Insurance Corporation or any other governmental agency.

Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
commission  has  approved  of the Policy or  determined  that this  document  is
accurate or complete. Any representation to the contrary is a criminal offense.


                           Prospectus _________, 1999




<PAGE>




                               Investment Options

Variable Investment Options


The Separate  Account is divided into  Subaccounts.  Each Subaccount  invests in
shares of a specific  portfolio of the Anchor Series Trust or SunAmerica  Series
Trust.  Each portfolio is named below.  The prospectuses for Anchor Series Trust
and SunAmerica Series Trust contain information about each portfolio. You should
read these prospectuses carefully. These prospectuses may be obtained by calling
1-800-340-2765,

Anchor Series Trust

    Managed by Wellington Management Company, LLP
    o  Capital Appreciation Portfolio
    o  Government and Quality Bond Portfolio
    o  Growth Portfolio
    o  Natural Resources Portfolio

SunAmerica Series Trust


    Managed by Alliance Capital Management L.P. Managed by Massachusetts
    o  Global Equities Portfolio                Financial Services Company
    o  Alliance Growth Portfolio                o  MFS Growth and Income
    o  Growth-Income Portfolio                     Portfolio
                                                o  MFS Mid-Cap Growth Portfolio
                                                o  MFS Total Return Portfolio

    Managed by Davis Selected Advisers, L.P.    Managed by Morgan Stanley Asset
    o  Real Estate Portfolio                    Management
    o  Venture Value Portfolio                  o  International Diversified
                                                   Equities Portfolio
                                                o  Worldwide High Income
                                                   Portfolio

    Managed by Federated Investment Counseling  Managed by Putnam Investment
    o  Corporate Bond Portfolio                 Management, Inc.
    o  Federated Value Portfolio                o  Emerging Markets Portfolio
    o  Utility Portfolio                        o  Putnam Growth Portfolio
                                                o  International Growth and
                                                   Income Portfolio

    Managed by Goldman Sachs Asset              Managed by SunAmerica Asset
    Management/Goldman Sachs Asset              Management Corp.
    Management International                    o  Aggressive Growth Portfolio
    o  Asset Allocation Portfolio               o  SunAmerica Balanced Portfolio
    o  Global Bond Portfolio                    o  Cash Management Portfolio
                                                o  "Dogs" of Wall Street
                                                    Portfolio
                                                o  High-Yield Bond Portfolio



<PAGE>


Guaranteed Investment Option


You may allocate your Account Value to the  Guaranteed  Account.  The Guaranteed
Account is part of our  general  account.  We will credit  interest  equal to at
least an effective rate of 4% per year,  compounded  annually on that portion of
Account  Value that you  allocate  to the  Guaranteed  Account.  We may,  in our
discretion,  elect to credit a higher rate of interest.  This document generally
describes  only that  portion of the Account  Value  allocated  to the  Separate
Account.



<PAGE>




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

                                Table of Contents

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


Special Terms used in this Document............................................i

Summary of the Policy..........................................................1
         Overview .............................................................1
         Applying for a Policy.................................................1
         Premium Payments......................................................2
         Account Value.........................................................2
         Death Benefit.........................................................3
         Cash Benefits Available While the Policy is in Force..................4
         Expenses of the Policy................................................5
         Federal Tax Considerations............................................8

Purchasing a Polaris Joint and Last Survivor VUL Policy.......................10
         Applying for a Policy................................................10
         Your Right to Cancel the Policy......................................11
         Premiums ............................................................11
         Restrictions on Premiums.............................................11
         Minimum Initial Premium..............................................12
         Planned Periodic Premiums............................................12
         Additional Premiums..................................................12
         Effect of Premium Payments...........................................12
         No Lapse Provision...................................................13
         Grace Period.........................................................13
         Premium Allocations..................................................14
         Crediting Premiums...................................................15

The Investment Options........................................................16
         Variable Investment Options..........................................16
         Guaranteed Investment Option.........................................20

Investing Your Account Value..................................................22
         Determining the Account Value........................................22
         Transfers............................................................25
         Dollar Cost Averaging (DCA)..........................................26
         Automatic Rebalancing................................................28

Death Benefits................................................................29
         Life Insurance Proceeds..............................................29
         Death Benefit Options................................................30
         Changes in Death Benefit Options.....................................31
         Changes in Face Amount...............................................32
         Changes in Owner or Beneficiary......................................34

Cash Benefits Available While the Policy is in Force .........................35
         Policy Loans.........................................................35


<PAGE>


         Partial Withdrawals..................................................37
         Systematic Withdrawal Program........................................39
         Surrendering the Policy for Net Cash Surrender Value.................40

Payment Options for Benefits..................................................41

Expenses of the Policy........................................................42
         Deductions From Premiums.............................................42
         Monthly Deductions From Account Value................................42
         Deduction From Subaccount Assets.....................................46
         Deductions Upon Policy Transactions .................................47

Supplemental  Benefits and Riders.............................................51

Other Policy Provisions.......................................................52
         Right to Exchange....................................................52
         Policy Split Option..................................................52
         Limits on our Rights to Contest the Policy...........................53
         Changes in the Policy or Benefits....................................54
         When Proceeds Are Paid...............................................55
         Reports to Owners....................................................55
         Assignment...........................................................56
         Reinstatement........................................................56

Performance Information.......................................................58

Federal Income Tax Considerations.............................................61

Distribution of the Policy....................................................68

About Us and the Accounts.....................................................69
         The Company..........................................................69
         The Separate Account.................................................70
         The Guaranteed Account...............................................72

Our Directors and Executive Officers..........................................74

Other Information.............................................................76
         State Regulation.....................................................76
         Legal Proceedings....................................................76
         Experts  ............................................................76
         Legal Matters........................................................76
         Published Ratings....................................................77

Financial Statements..........................................................77


Appendix A


<PAGE>


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


                       Special Terms used in this Document

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


         We have capitalized some special terms we use in this document. We have
defined these terms here.



Accounts. The Separate Account and the Guaranteed Account of the Company.

We use Account Value to determine your Policy benefits. How we determine Account
Value is described on page 22.

Account Value. The total amount in the Accounts credited to your Policy.

If you have a request, please write to us at this address.

Administrative Office. One Alico Plaza, P.O. Box 8718, Wilmington, DE 19801.

Age. Each Insured's age as of his or her nearest birthday on the Policy Date.

Attained Age.  Each  Insured's Age as of the Policy Date plus the number of full
Policy years since the Policy Date.

Beneficiary.  The person(s) who is (are) entitled to the Life Insurance Proceeds
under the Policy.

How we determine the Cash Surrender Value is shown on page 24.

Cash Surrender  Value.  The Account Value less any applicable  surrender  charge
that would be deducted upon surrender.

Code.  The Internal Revenue Code of 1986, as amended.

Company, we, our, us.  AIG Life Insurance Company.

Death  Benefit.  The amount of life  insurance  coverage which is based upon the
death benefit option you select and the Face Amount.

                                        i

<PAGE>

You will specify the initial Face Amount in your Policy application.  The Policy
will also show the initial Face Amount.

Face  Amount.  The amount of  insurance  specified by the Owner and the base for
calculating the Death Benefit.

Grace Period. The period of time during which your Policy will continue in force
even  though  your Net Cash  Surrender  Value is  insufficient.  It  begins on a
monthly  anniversary  when the Net Cash  Surrender  Value is less than the total
monthly deduction then due.

Guaranteed  Account. An account within our general account which consists of all
of our assets other than the assets of the Separate Account and any of our other
separate accounts.

Insured(s). The person(s) who has (have) life insurance coverage
under the Policy.

We measure contestability periods from the Issue Date.

Issue  Date.  The date the Policy is actually  issued.  It may be later than the
Policy Date.

Last Surviving Insured.  The remaining Insured after the death of one of the two
Insureds covered under this Policy.

Life  Insurance  Proceeds.  The  amount  payable  to a  Beneficiary  if the Last
Surviving  Insured  dies while life  insurance  coverage  under the Policy is in
force.

Loan Account. The portion of the Account Value held in the Guaranteed Account as
collateral for Policy loans.

Monthly Anniversary.  The same day as the Policy Date for each succeeding month,
except  that,  for any month not having  such a day,  it is the last day of that
month.

We use this value to determine if your Policy is in force.

Net Cash Surrender Value. The Cash Surrender Value less any Outstanding Loan.

Net Premium. Any premium paid less any expense charges deducted from the premium
payment.

                                       ii

<PAGE>





Outstanding  Loan. The total amount of Policy loans including both principal and
accrued interest.

You may be an Owner even if you are not the Insured.

Owner(s),  you,  your.  The  person(s)  who purchased the Policy as shown in the
application,  unless later  changed.  If there is more than one Owner,  then all
Owners must agree to any changes regarding the Policy.

Policy.  The flexible  premium joint and last survivor  variable  universal life
insurance coverage we issue. We may issue coverage under an individual  contract
form or under a certificate  issued under a group contract form. The term Policy
includes the  individual  contract form and the  certificate  and group contract
form.

We use  the  Policy  Date as the  date  coverage  begins  and to  determine  all
anniversary dates.

Policy Date.  The date as of which we have  received the initial  premium and an
application in good order.  If a policy is issued,  life  insurance  coverage is
effective as of the Policy Date.

Separate Account. Variable Account II, a separate investment account of ours.

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 trading.

Valuation  Period. A period commencing with the close of trading on the New York
Stock Exchange (currently 4 P.M., Eastern Time) on any Valuation Date and ending
as of the close of the New York Stock Exchange on the next succeeding  Valuation
Date.

                                       iii

<PAGE>


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

                              Summary of the Policy

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

Because this is a summary,  it does not contain all the information  that may be
important  to you.  You should read this entire  document  carefully  before you
decide to purchase a Policy.

If you select any variable  investment  options,  your Policy benefits will vary
based upon the returns earned by those variable investment options.  The returns
may be zero or negative and you bear this risk.

Overview

The Policy is a flexible premium joint and last survivor variable universal life
policy. Like traditional life insurance,  the Policy provides an initial minimum
death  benefit and cash  benefits  that you can access  through  loans,  partial
withdrawals or a surrender.  Unlike  traditional life insurance,  you may choose
how to invest your Account Value.

The Policy is a "joint and last  survivor"  policy  because unlike a single life
policy,  it insures the lives of two Insureds and provides a death  benefit that
is payable upon the death of the Last  Surviving  Insured.  No death  benefit is
payable upon the first Insured's death.

The Policy  allows you to make  certain  choices  that will tailor the Policy to
your needs. When you apply for the Policy, we will ask you to make some of these
choices. You may also change your choices to meet your changing insurance needs.

In addition,  we may in the future  offer  several  riders to the Policy.  These
riders  provide you with the  flexibility  to design an  insurance  product that
meets your specific needs.

Applying for a Policy

You may apply for a Policy to cover  individuals,  the  "Insureds," who are both
younger than Age 86.  Amount of life  insurance  benefits.  When you apply for a
Policy,  you must  select  the Face  Amount.  The Face  Amount  must be at least
$200,000.


                                        1

<PAGE>


When your  coverage  will become  effective.  Your policy will become  effective
after:

o    We accept your application.

o    We receive an initial premium payment, in an amount we determine.

o    We have completed our review of your application to our satisfaction.

Your right to cancel the Policy.

Once you receive your Policy,  you should read the Policy. You have the right to
cancel the Policy  for any  reason no later than 10 days after you  receive  the
Policy.  If required by the state where you live,  we will extend the 10 days to
the number required by law.

Premium Payments

Minimum initial premium.

Before your Policy is effective,  you must pay the minimum initial  premium.  We
will calculate the minimum initial premium based on a number of factors, such as
the Age, sex and underwriting rate class of the proposed  Insureds,  the desired
Face Amount,  and any  supplemental  benefits or riders  applied for and whether
premiums will be paid by pre-authorized checking.

Planned periodic premium.

When you apply for a Policy you will select the amount of premium  payments  you
plan to pay during the term of the Policy.  We will establish a minimum for this
amount. You will also select intervals when you plan to pay this premium amount.
This  may be  monthly,  quarterly,  semiannually,  or  annually.  Pre-authorized
checking may be required for monthly payments.

Flexibility in premium payments.

During  the  term of the  Policy,  you may pay  premiums  at any time and in any
amount,  within limits.  Thus, you are not required to pay the planned  periodic
premium and you may make payments in addition to the planned periodic premium.


                                        2

<PAGE>

Account Value

We will  measure your  benefits  under the Policy by your  Account  Value.  Your
Account Value will reflect:

o    the premiums you pay;

o    the returns earned by the Subaccounts you select;

o    the interest credited on amounts allocated to the Guaranteed Account;

o    any loans or partial withdrawals; and

o    the Policy charges and expenses we deduct.


Death Benefit

Death Benefit Selections.

When you apply for a Policy, you must select:

o    The Face Amount.

o    The death  benefit  option,  which will be the manner in which we calculate
     the death benefit for your Policy.

o    The tax qualification  option,  which will determine the manner in which we
     test  your  Policy  under  the  Code for  meeting  the  definition  of life
     insurance.

Death  Benefit  Options.

You may select from two death benefit options. They are:

Level Death Benefit Option.

o Level Death Benefit Option (Option I)

         The basic Death Benefit will be the greater of:


          (1)  The  Face  Amount  on the date of the  Last  Surviving  Insured's
               death; or


          (2)  Account Value on the date of the Last Surviving  Insured's  death
               multiplied by the  appropriate  minimum  death benefit  factor on
               that date.

Variable Death Benefit Option.

o    Variable Death Benefit Option (Option II)

     The basic Death Benefit will be the greater of:


          (1)  The Face Amount  plus the  Account  Value on the date of the Last
               Surviving Insured's death; or


          (2)  Account Value on the date of the Last Surviving  Insured's  death
               multiplied by the  appropriate  minimum  death benefit  factor on
               that date.

                                        3

<PAGE>

The minimum  death benefit  factors we use are based upon the tax  qualification
option you select and the Policy  duration.  Your  Policy will state the minimum
death factors  applicable  and are  determined by the Attained Age, sex and rate
class of each Insured.

Tax Qualification Options.

You may select from two tax qualification options.  They are:

     o    Guideline  Premium/Cash Value Corridor Test. The minimum death benefit
          factors are based upon the Code.

     o    Cash Value  Accumulation  Test. The minimum death benefit  factors are
          based upon the 1980  Commissioners  Standard Ordinary Mortality Tables
          and a 4% effective annual interest rate.

Changes You May Make.

     Within limits, after the first Policy anniversary, you may change the death
     benefit option and may make changes to the Face Amount.  You may not change
     the tax qualification option.

Cash Benefits Available While the Policy is in Force

While the Policy is in force,  your Policy has cash benefits that you can access
within limits through loans, partial withdrawals or a surrender.

     o    Loans -- You may borrow against your Net Cash  Surrender  Value at any
          time.  If your Policy is a modified  endowment  contract,  the loan is
          treated as a distribution for tax purposes, which may be taxable.

     o    Partial Withdrawal -- You may withdraw part of your Net Cash Surrender
          Value after the first  Policy  year.  We may deduct an  administrative
          charge.  If you make a partial  withdrawal during the surrender charge
          period,  we may deduct a surrender  charge.  A partial  withdrawal may
          result in a decrease in the Face Amount of your Policy, depending upon
          your death benefit option.

                                        4

<PAGE>

     o    Surrender -- You may surrender  your Policy for its Net Cash Surrender
          Value.  If you  surrender  your  Policy  during the  surrender  charge
          period,  we will deduct a surrender charge. A surrender will terminate
          your Policy.

Expenses of the Policy

Expenses reduce your returns under the Policy.

Deductions from Premiums

For state premium taxes, DAC taxes and other sales expenses, we currently charge
5% of each  premium  payment  for Policy  years 1- 10 which will reduce to 3% in
Policy  years 11+.  The  maximum we will  charge is 8%.

Account Value Charges (deducted monthly)

         Cost of Insurance Charge(1)

                  Current                        Guaranteed
Ranges from 0.00001 per                     Ranges from 0.00004 per
$1,000 of net amount at risk                $1,000 of net amount risk
to 83.33333 per $1,000 of net               to 83.33333 per $1,000 of net
amount at risk(2)                           amount at risk(2)

         Monthly Administrative
         Charge
                                         Current              Guaranteed
           Policy Years 1-5              $15.00                 $15.00
           Policy Years 6+               $ 7.50                 $15.00



In  addition,  there will be a charge of $0.03 per month for each $1,000 in Face
Amount until the Policy is terminated.

Acquisition Charge

During the first 5 Policy  years or the first 5 Policy years after a Face Amount
increase  there will be a yearly  charge for each $1,000 in Face Amount based on
the Insureds' Age sex and rate  class.(3)

Separate  Account  Charges

(deducted daily and shown as an annualized percentage of average net assets)

                                        5

<PAGE>

Mortality and Expense Risk Charge
                                             Current           Guaranteed
         Policy Years 1-10                    0.75%              0.90%
         Policy Years 11-20                   0.15%              0.90%
         Policy Years 21and thereafter        0.10%              0.90%


Transaction Charges

Transfer Charge

$25 for each transfer in excess of 12 each Policy year.

Surrender Charge

During the first 10 Policy years and for 10 Policy years following a Face Amount
increase  there will be a surrender  charge  based on the initial Face Amount or
the increase in Face Amount. (4)

Surrender Charge on Partial Withdrawal

The  surrender  charge  on a  partial  withdrawal  is  equal  to the  applicable
surrender  charge  multiplied  by a  fraction  (equal to the  amount of  partial
withdrawal  plus any  administrative  charge,  if  applicable,  for the  partial
withdrawal,  divided by the Net Cash Surrender  Value  immediately  prior to the
partial withdrawal).

Surrender Charge on Decrease in Face Amount

The  surrender  charge on a decrease in Face  Amount 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 Withdrawal Administrative Charge

Currently,  four partial  withdrawals  are allowed per year. We may charge a $25
administrative  charge per partial withdrawal.  In certain states the charge may
be the lesser of $25 or 2% of the amount withdrawn.

Policy Split Option Charge


Not to exceed $500. A surrender  charge will apply if you elect the Policy Split
Option  during the first 10 Policy  years or 10 years  following  a Face  Amount
increase.


(1)      The current cost of insurance  charge will never exceed the  guaranteed
         cost of insurance  charge shown in the policy.  If the Death Benefit is
         equal to the Face Amount or the Face Amount plus Account Value, the net
         amount at risk is the difference  between the Death Benefit  divided by
         1.0032737 and the current Account Value.  Otherwise,  the net amount at
         risk is the difference between the Death Benefit and the Account Value.
         (See "Expenses of the Policy - Cost of Insurance Charge.")

(2)      Current and guaranteed cost of insurance rates are based on the Age (or
         Attained  Age in the case of  increase  in Face  Amount),  sex and rate
         class of the Insureds, and Policy Year.


                                        6

<PAGE>




(3)      A Policy's  acquisition  charge is based on the Age, sex and rate class
         status of both Insureds and Face Amount.  For a 65 year old non-smoking
         male and a 65 year old  non-smoking  female policy with a $200,000 Face
         Amount, the initial  acquisition charge would be $2,087. The lowest and
         highest  acquisition charge are $0.59 and $61.71 per $1,000 of the Face
         Amount, respectively.

(4)      A Policy's  surrender charge is based on the Age, sex and smoker status
         of both Insureds and Face Amount.  For a 65 year old  non-smoking  male
         and a 65 year  old  non-smoking  female  policy  with a  $200,000  Face
         Amount, the initial surrender charge would be $6,834.00. The lowest and
         highest  surrender  charge are $10.19 and $60.00 per $1,000 of the Face
         Amount, respectively.


Expenses of the variable investment options also reduce your returns.

In addition,  you will  indirectly  bear the costs of the investment  management
fees and expenses paid from the assets of the portfolios you select.  The annual
portfolio expenses of the variable investment options are set forth below.

             PORTFOLIO EXPENSES BEFORE WAIVERS AND/OR REIMBURSEMENTS
                             As of November 30, 1998


     The  purpose of this table is to assist you in  understanding  the  various
costs and expenses that will be incurred, directly or indirectly. It is based on
historical  expenses  as a  percentage  of  net  assets  before  waivers  and/or
reimbursements, if applicable, for the year ended November 30, 1998. Expenses of
the portfolios are not fixed or specified under the terms of the Policy.  Actual
expenses may vary.


<TABLE>

                                                                                     Total
                                                  Management        Other          Operating
                                                     Fees        Expenses(1)       Expenses


Anchor Series Trust
<S>                                                 <C>            <C>              <C>
   Wellington Management Company, LLP
     Capital Appreciation Portfolio                 .64%           .04%             .68%
     Government and Quality Bond  Portfolio         .61%           .06%             .67%
     Growth Portfolio                               .70%           .05%             .75%
     Natural Resources Portfolio                    .75%           .13%             .88%

SunAmerica Series Trust

   Alliance Capital Management, L.P.
     Global Equities Portfolio                      .74%           .14%             .88%
     Alliance Growth Portfolio(2)                   .61%           .03%             .64%
     Growth-Income Portfolio                        .56%           .04%             .60%

   Davis Selected Advisers, L.P.
     Real Estate Portfolio(3)                       .80%           .15%             .95%
     Venture Value Portfolio                        .72%           .03%             .75%

</TABLE>

                                        7

<PAGE>

<TABLE>

   Federated Investment Counseling
<S>                                                 <C>            <C>              <C>
     Corporate Bond Portfolio                       .65%           .12%             .77%
     Federated Value Portfolio                      .75%           .08%             .83%
     Utility Portfolio(3)                           .75%           .26%            1.01%

   Goldman Sachs Asset Management/Goldman
   Sachs Asset Management International
     Asset Allocation Portfolio                     .59%           .05%             .64%
     Global Bond Portfolio                          .70%           .15%             .85%


Massachusetts Financial Services Company
     MFS Growth and Income Portfolio(2)             .70%           .03%             .73%
     MFS Mid-Cap Growth Portfolio(2)(4)             .75%           .40%            1.15%
     MFS Total Return Portfolio(2)                  .67%           .10%             .77%


   Morgan Stanley Asset Management
     International Diversified Equities Portfolio  1.00%           .26%            1.26%
     Worldwide High Income Portfolio               1.00%           .08%            1.08%

   Putnam Investment Management, Inc.
     Emerging Markets Portfolio(4)                 1.25%           .76%            2.01%
     Putnam Growth Portfolio                        .81%           .05%             .86%
     International Growth and Income Portfolio(3)  1.00%           .46%            1.46%

   SunAmerica Asset Management Corp.
     Aggressive Growth Portfolio                    .74%           .09%             .83%
     SunAmerica Balanced Portfolio                  .68%           .10%             .78%
     Cash Management Portfolio                      .53%           .05%             .58%
     "Dogs" of Wall Street Portfolio(4)             .60%           .32%             .92%
     High-Yield Bond Portfolio                      .63%           .06%             .69%

</TABLE>


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


(1)  Other   expenses  are  based  on  the  expenses   outlined  in  the  funds'
     prospectuses.

(2)  The  expenses  noted here are  restated  to reflect an estimate of fees for
     each portfolio for the current fiscal year.

(3)  Certain  Portfolios  have  recoupment  by the Adviser of  expenses  for the
     fiscal year ended  November  30,  1998.  Such  recoupments  are as follows:
     International Growth and Income Portfolio - $52,507;  Real Estate Portfolio
     - $7,874;  and Utility  Portfolio  - $41,753.  Such  recoupments  have been
     included in the Total Operating  Expenses shown above. If there had been no
     recoupment,  the Total  Operating  Expenses  percentages  shown would be as
     follows:  International  Growth and Income  Portfolio - 1.40%;  Real Estate
     Portfolio - .93%; Utility Portfolio - .92%.

     With respect to any fees the Adviser waived or expenses it reimbursed after
     June 3, 1996,  the Adviser has  reserved  the right to recoup the waived or
     reimbursed amounts for the following two years, provided that the

                                        8

<PAGE>

     Portfolio  is able to effect  such  payment  to the  Adviser  and remain in
     compliance with the stated expense limitations.

(4)  The Adviser has voluntarily agreed to waive fees or reimburse expenses,  if
     necessary,  to keep annual operating expenses at or below the lesser of the
     following  percentages  of each of the  following  Portfolio's  average net
     assets: Emerging Markets Portfolio - 1.90%, "Dogs" of Wall Street Portfolio
     - .85% and Mid-Cap Growth Portfolio  -1.15%.  The Adviser may terminate all
     such waiver and/or  reimbursements  at any time.  For the fiscal year ended
     November  30,  1998,  the amounts  voluntarily  waived or  reimbursed  (and
     reflected in the Total Operating  Expenses  percentage  shown above) are as
     follows: Emerging Markets - $29,562, "Dogs" of Wall Street - $15,116.


You should consider the impact of the Code.

Federal Tax Considerations

Your purchase of, and transactions  under, your Policy may have tax consequences
that you should consider before purchasing the Policy. You may wish to consult a
tax adviser. In general,  the Life Insurance Proceeds will not be taxable income
to the  Beneficiary.  You will not be taxed  as your  Account  Value  increases.
However, you may be taxed upon a distribution from your Policy.


                                        9

<PAGE>

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

             Purchasing a Polaris Joint and Last Survivor VUL Policy

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



Applying for a Policy

To purchase a Policy,  you must complete an application and submit it to us. You
must specify certain information in the application,  including the Face Amount,
the death benefit option, tax qualification option and supplemental  benefits or
riders, if any. We may also require information to determine if the Insureds are
an acceptable  risk to us. We may require a medical  examination of the Insureds
and ask for additional information.

Our age requirement for the Insureds.

You may apply for a Policy to cover individuals who are younger than Age 86.

The minimum Face Amount.

The Face Amount must be at least $200,000.

We require a minimum initial premium.

We require that you pay a minimum initial premium before the policy is effective
and we will issue the Policy.

We will not  issue a Policy  until we have  accepted  the  application.  We will
accept an application if it meets our  underwriting  rules. We reserve the right
to  reject  an  application  for  any  reason  or  "rate"  either  Insured  as a
substandard risk. When your coverage will be effective.  Your policy will become
effective after:

o    We accept your application.

o    We receive an initial premium payment, in an amount we determine.

o    We have completed our review of your application to our satisfaction.

                                       10

<PAGE>

Your Right to Cancel the Policy

Period to Examine and Cancel.

Once you receive your Policy,  you should read the Policy. You have the right to
cancel the Policy  for any  reason no later than 10 days after you  receive  the
Policy.  If required by the state where you live,  we will extend the 10 days to
the number required by law. This is your "Period to Examine and Cancel."

Your right to cancel  also  applies to the amount of any  requested  increase in
Face  Amount.  This  does not apply to any  increase  in Face  Amount  under the
Automatic Face Amount Increase Option.

How to cancel your Policy.

You may cancel the Policy by returning it to our Administrative Office or to our
agent within the applicable  time with a written  request for  cancellation.  We
will refund you the premium paid on the Policy.  Thus, the amount we return will
not reflect the returns of the  Subaccounts or the  Guaranteed  Account that you
selected in your application.


Premiums

The Policy allows you to select the timing and amount of premium payments within
limits. You should send premium payments to our Administrative  Office.

All your premium payments must comply with our requirements.

Restrictions on Premiums. We may not accept any premium payment:

o    If it is less than $25 ($50 for monthly pre-authorized checking).

o    If the  premium  would  cause  the  Policy  to  fail to  qualify  as a life
     insurance  contract as defined in Section 7702 of the Code.  We will refund
     any portion of any premium that causes the Policy to fail. In addition,  we
     will monitor the Policy and will attempt to notify you on a timely basis if
     a Policy is in jeopardy of becoming a modified endowment contract under the
     Code.

o    If the premium  would  increase the amount of our risk under your Policy by
     an amount greater than that premium  amount.  In such cases, we may require
     satisfactory  evidence  of  insurability  of  each  living  Insured  before
     accepting that premium.

                                       11

<PAGE>

Types of premium payments.

Minimum  Initial  Premium.  We will calculate the minimum initial  premium.  The
amount is based on a number of factors, including the Age, sex and rate class of
each proposed Insured, the desired Face Amount and any supplemental  benefits or
riders applied for and whether premiums will be paid by pre-authorized checking.

We establish a minimum planned periodic premium.

Planned Periodic  Premiums.  When you apply for a Policy,  you select a plan for
paying level  premiums at specified  intervals.  The  intervals  may be monthly,
quarterly, semi-annually or annually, for the life of the Policy. Pre-authorized
checking  may be required  for  monthly  payments.  We will  establish a minimum
amount that may be used as the planned periodic premium.

You are not required to pay premiums in accordance with this plan.  Rather,  you
can pay  more or less  than  the  planned  periodic  premium  or skip a  planned
periodic premium entirely.

At any time you may  request a change in the  amount  and  frequency  of planned
periodic premium by sending a written notice to our Administrative Office.

Additional  Premiums.  Additional  premiums  are  premiums  other  than  planned
premiums.  Additional premiums may be paid in any amount and at any time subject
to the Code and our restrictions on premiums.

Depending on the Account Value at the time of an increase in the Face Amount and
the amount of the increase  requested,  an  additional  premium may be needed to
prevent your Policy from  terminating.

Paying premiums may not ensure that your Policy remains in force.

Effect of Premium  Payments.  In general,  unless the no- lapse  provision is in
effect,  paying all planned  periodic  premiums may not prevent your Policy from
lapsing.  In addition,  if you fail to pay any planned periodic  premiums,  your
Policy will not necessarily lapse.

                                       12

<PAGE>

Your  Policy  will  lapse  only when the Net Cash  Surrender  Value on a monthly
anniversary is less than the amount of that date's monthly deduction. This could
happen if the Net Cash Surrender Value has decreased  because:

o    of the negative return or insufficient  return earned by one or more of the
     Subaccounts or the Guaranteed Account you selected; or

o    of any combination of the following -- you have Outstanding Loans, you have
     taken partial  withdrawals,  we have deducted Policy expenses,  or you have
     made  insufficient  premium  payments to offset the monthly  deduction.

No lapse premium guarantee.

No Lapse Provision.  In general,  during the no lapse period, which is currently
the first five Policy years,  if you pay a sufficient  amount of premiums,  your
Policy will not lapse even if your Net Cash Surrender  Value is  insufficient to
pay the  monthly  deductions  then due.  You will be  eligible  for the no lapse
premium guarantee if:

o    Your Policy has not been reinstated.

o    All your  premiums  paid to date,  reduced by any partial  withdrawals  and
     Outstanding Loans, are at least equal to the product of the minimum premium
     shown in your Policy Information Section multiplied by the number of months
     that have elapsed since the Policy Date.

If you have  requested  a  decrease  in the Face  Amount,  we may not be able to
accept any subsequent  premiums if these premiums would cause the Policy to fail
to qualify as a life insurance  contract  under the Code. In this event,  the no
lapse provision will end.

Your  Policy  will  not  terminate  immediately  after  your  Account  Value  is
insufficient.

Grace Period. Unless the no lapse provision is in effect, in order for insurance
coverage  to remain  in  force,  the Net Cash  Surrender  Value on each  monthly
anniversary must be equal to or greater than the total monthly  deductions to be
charged on that monthly anniversary. If it is not, you have a Grace Period of 61
days during which the Policy will continue in force.  The Grace Period begins on
the monthly anniversary that the Net Cash Surrender Value is less than the total
monthly  deductions  then due. If we do not receive a sufficient  premium before
the end of the Grace Period, the Policy may terminate without value.

                                       13

<PAGE>

We will send you a written  notice  within 30 days of the beginning of any Grace
Period. The notice will state:

o    A Grace Period of 61 days has begun.

How much you must pay to prevent your policy from terminating.

o    The amount of premium  required to prevent  your  Policy from  terminating.
     This  amount  is  equal  to the  amount  needed  to  increase  the Net Cash
     Surrender Value sufficiently to cover total monthly deductions for the next
     three (3) monthly anniversaries.

If the Last  Surviving  Insured dies during the Grace Period,  we will still pay
the Life Insurance Proceeds to the Beneficiary. The amount we pay will reflect a
reduction  for the unpaid  monthly  deductions  due on or before the date of the
Last Surviving Insured's death.

If your Policy lapses with an Outstanding Loan, you may have taxable income.

Premium  Allocations.  In the  application,  you specify the  percentage  of Net
Premiums to be  allocated  to each  Subaccount  and to the  Guaranteed  Account.
However,  until the Period to Examine and Cancel expires,  we invest this amount
in the Money  Market  Subaccount.  The first  business  day  after  this  period
expires,  we will reallocate  your Account Value in the Money Market  Subaccount
based on the premium allocation percentages in your application.

For  all  subsequent  premiums,  we  will  use the  allocation  percentages  you
specified  in the  application  until  you  change  them.  You  can  change  the
allocation   percentages  at  any  time,  by  sending   written  notice  to  our
Administrative  Office.  The change will apply to all premiums  received with or
after your notice.

Allocation Rules.  Your allocation instructions must meet the
following requirements:

o    Each allocation percentage must be a whole number; and

o    Any  allocation  to a Subaccount  or to the  Guaranteed  Account must be at
     least 5%; and the sum of your allocations must equal 100%.

                                       14

<PAGE>

Crediting Premiums.  Your initial Net Premium,  will be credited to your Account
Value as of the  Policy  Date.  On the first  business  day after the  Period to
Examine  and  Cancel  expires,  we will  allocate  it in  accordance  with  your
allocation percentages. We will credit and invest subsequent Net Premiums on the
date we receive the premium or notice of deposit at our  Administrative  Office.

If any premium  requires us to accept  additional  risk,  we may  allocate  this
amount to the Money Market Subaccount until we complete our underwriting.


                                       15

<PAGE>

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

                             The Investment Options
- --------------------------------------------------------------------------------

You may allocate your Account Value to:

o    the Subaccounts which invest in the variable investment options; or

o    the Guaranteed Account.

Variable Investment Options

Under the Policy,  you may currently allocate your Account Value into any of the
available  Subaccounts.  Each Subaccount  invests in a distinct portfolio of the
Anchor Series Trust or the SunAmerica Series Trust.  SunAmerica Asset Management
Corp.,  an affiliate of ours,  is the  investment  adviser to the Anchor  Series
Trust and  SunAmerica  Series Trust.  These  portfolios  operate  similarly to a
mutual fund but are only  available  through the  purchase of certain  insurance
contracts.

These  portfolios  may serve as the  underlying  investment  vehicles  for other
variable  insurance  contracts  issued by us and  other  affiliated/unaffiliated
insurance  companies.  We do not believe that offering these  portfolios in this
manner is  disadvantageous to you. The Trusts' management monitor the portfolios
for any conflicts between contract owners.

   Anchor Series Trust

Wellington  Management  Company,  LLP serves as  subadviser to the Anchor Series
Trust  Portfolios.  Anchor Series Trust has additional  portfolios which are not
available for allocations  under your Policy.  The investment  objectives of the
available portfolios are set forth below. Please see the prospectus for detailed
information about the available portfolios.

                                       16

<PAGE>

Portfolios Managed by Wellington Management Company, LLP

The Capital Appreciation  Portfolio seeks long-term capital  appreciation.  This
Portfolio  invests in growth equity  securities which are widely  diversified by
industry and company.

The Government and Quality Bond Portfolio seeks  relatively high current income,
liquidity  and security of  principal.  This  Portfolio  invests in  obligations
issued,  guaranteed  or  insured  by  the  U.S.  Government,   its  agencies  or
instrumentalities and in investment grade corporate debt securities.

The Growth Portfolio seeks capital appreciation primarily through investments in
growth equity securities.

The Natural Resources  Portfolio seeks a total return in excess of the U.S. rate
of inflation as represented by the Consumer Price Index.  This Portfolio invests
primarily in equity  securities of U.S. or foreign  companies which are expected
to provide favorable returns in periods of rising inflation.

   SunAmerica Series Trust

Various  subadvisers  provide  investment advice for the SunAmerica Series Trust
portfolios.  SunAmerica  Series Trust has  additional  portfolios  which are not
available  for  allocations  under your Policy.  The available  portfolios,  the
investment  objectives of each and the subadvisers  are set forth below.  Please
see the  prospectus  for detailed  information  about the available  portfolios.

Portfolios  Managed by Alliance  Capital  Management  L.P.

The Global Equities  Portfolio  seeks  long-term  growth of capital by investing
primarily in common stocks or securities  with common stock  characteristics  of
U.S. and foreign  issuers that  demonstrate the potential for  appreciation  and
engaging in transactions in foreign currencies.

The Alliance Growth  Portfolio  seeks  long-term  growth of capital by investing
primarily in equity securities of a limited number of large,  carefully selected
high quality U.S. companies that are judged likely to achieve superior earnings.

                                       17

<PAGE>

The  Growth-Income  Portfolio  seeks  growth of capital and income by  investing
primarily in common stocks or  securities  which  demonstrate  the potential for
appreciation  and/or dividends.

Portfolio Managed by Davis Selected Advisers, L.P.

The Venture Value  Portfolio  seeks growth of capital by investing  primarily in
common stocks of companies with market capitalizations of at least $5 billion.

The Real Estate Portfolio seeks total return through a combination of growth and
income by investment primarily in securities in companies principally engaged in
or related to the real  estate  industry  or which own  significant  real estate
assets or which primarily invest in real estate instruments.

Portfolios Managed by Federated Investment Counseling

The Corporate  Bond  Portfolio  seeks high total return with only moderate price
risk by investing primarily in investment grade fixed income securities.

The Utility Portfolio seek high current income and moderate capital appreciation
by investing primarily in the equity and debt securities of utility companies.

The Federated  Value  Portfolio  seeks growth of capital and income by investing
primarily in the  securities of high quality  companies.

Portfolios  Managed  by  Goldman  Sachs  Asset  Management/Goldman  Sachs  Asset
Management International

The Asset  Allocation  Portfolio seeks high total return  (including  income and
capital gains)  consistent  with  preservation  of capital over the long-term by
investing in a diversified  portfolio  that may include  common stocks and other
securities having common stock characteristics, bonds and other intermediate and
long-term fixed income securities and money market instruments.

The Global Bond Portfolio  seeks high total return,  emphasizing  current income
and, to a lesser extent,  providing  opportunities for capital appreciation,  by
investing in high quality fixed income  securities  of U.S. and foreign  issuers
and transactions in foreign currencies.

                                       18

<PAGE>

Portfolios Managed by Massachusetts Financial Services Company

The MFS  Growth  and  Income  Portfolio  seeks  reasonable  current  income  and
long-term  growth  of  capital  and  income  by  investing  primarily  in equity
securities.

The MFS Total  Return  Portfolio  seeks  reasonable  current  income,  long-term
capital  growth and  conservation  of capital by  investing  primarily in common
stocks  and  fixed  income  securities,  with an  emphasis  on  income-producing
securities which appear to have some potential for capital enhancement.

The MFS Mid-Cap Growth  Portfolio seeks long term growth of capital by investing
primarily in equity securities of medium-sized  companies  generally with market
capitalizations between $1 billion and $5 billion, that its subadvisers believes
have above-average growth potential.

Portfolios Managed by Morgan Stanley Asset Management

The  International   Diversified  Equities  Portfolio  seeks  long-term  capital
appreciation  by investing  (in  accordance  with country and sector  weightings
determined by its  subadviser) in common stocks of foreign  issuers that, in the
aggregate, replicate broad country and sector indices.

The Worldwide High Income Portfolio seeks high current income and,  secondarily,
capital  appreciation,  by investing  primarily in a portfolio of  high-yielding
fixed income  securities of issuers  located  throughout  the world.

Portfolios Managed by Putnam Investment Management, Inc.

The Emerging Markets Portfolio seeks long-term capital appreciation by investing
primarily in the common stocks and other equity securities of companies that its
subadviser  believes have above-average  growth prospects  primarily in emerging
markets outside the United States.

The Putnam  Growth  Portfolio  seeks  long-term  growth of capital by  investing
primarily in common stocks or securities with common stock characteristics which
its subadviser believes have above-average growth prospects.

The  International  Growth and Income  Portfolio  seeks  growth of capital  with
current income as a secondary  objective by investing primarily in common stocks
traded on markets outside the U.S.

                                       19

<PAGE>

Portfolios Managed by SunAmerica Asset Management Corp.

The  Aggressive  Growth  Portfolio  seeks  capital   appreciation  by  investing
primarily in equity  securities of high growth companies  including small growth
companies with market capitalizations under $1 billion.

The SunAmerica Balanced Portfolio seeks to conserve principal by maintaining, at
all times, a balanced  portfolio of stocks and bonds, with at least 25% invested
in fixed income securities.

The Cash Management  Portfolio seeks high current yield while preserving capital
by investing in a diversified  selection of money market  instruments.  The Cash
Management  Portfolio  does not seek to  maintain  a stable  net asset  value of
$1.00.

The "Dogs" of Wall  Street  Portfolio  seeks  total  return  (including  capital
appreciation  and current income) by investing in thirty high dividend  yielding
common stocks from the Dow Jones Industrial Average and the broader market.

The High-Yield Bond Portfolio seeks high current income and,  secondarily  seeks
capital  appreciation,  by investing  primarily in  intermediate  and  long-term
corporate   obligations,   with   emphasis  on   higher-yielding,   higher-risk,
lower-rated or unrated  securities with a primary focus on "B" rated  high-yield
bonds.

Guaranteed Investment Option

Under  the  Policy,  you  may  currently  allocate  your  Account  Value  to the
Guaranteed Account. In addition, if you request a loan, we will allocate part of
your Account Value to the Loan Account which is part of the Guaranteed Account.

We treat each  allocation  and  transfer  separately  for  purposes of crediting
interest and making deductions from the Guaranteed Account.

                                       20

<PAGE>

Interest Credited On the Guaranteed  Account.  All of your Account Value held in
the  Guaranteed  Account will earn interest at a rate we determine,  in our sole
discretion.  This rate will never be less than an effective  rate of 4% per year
compounded  annually.  The Loan Account portion of your Account Value may earn a
different  interest rate than the remaining portion of your Account Value in the
Guaranteed Account.

Deductions from the Guaranteed  Account.  We will deduct any transfers,  partial
withdrawals  or  any  Policy  expenses  from  the  Guaranteed  Account  and  the
Subaccounts on a pro rata basis, unless you provide other directions. No portion
of the Loan Account may be used for this purpose.

We treat amounts  transferred from the Loan Account to the remaining  portion of
the Guaranteed Account Value as a new allocation to the Guaranteed  Account.  We
will  credit  this  transfer  with  interest  at the  rate  then in  effect  for
Guaranteed Account allocations.

Payments from the  Guaranteed  Account.  If we must pay any part of the proceeds
for a loan or partial  withdrawal or surrender from the Guaranteed  Account,  we
may defer the  payment for up to six months from the date we receive the written
request. If we defer payment from the Guaranteed Account for 30 days or more, we
will pay interest on the amount we deferred at an effective rate of 4% per year,
compounded annually, until we make payment.


                                       21

<PAGE>

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


                          Investing Your Account Value
- --------------------------------------------------------------------------------


The Policy allows you to choose how to invest your Account  Value.  Your Account
Value will increase or decrease based on:

o    The returns earned by the Subaccounts you select.

o    Interest credited on amounts allocated to the Guaranteed Account.

We will  determine your Policy  benefits based upon your Account Value.  If your
Account  Value is  insufficient,  your Policy may  terminate,  subject to any no
lapse  guarantee.  If the Net Cash Surrender  Value on a monthly  anniversary is
less than the amount of that date's monthly deduction, the Policy will lapse and
a Grace Period will begin.

Determining the Account Value

On the Policy Date, your Account Value is equal to your initial Net Premium.  If
the Policy Date and the Issue Date are the same day, the Account  Value is equal
to your initial  premium,  less the premium  expenses  and monthly  deduction we
deduct.

On each Valuation Date thereafter, your Account Value is equal to:

o    Your Account Value held in the Subaccounts; and

o    Your Account Value held in the Guaranteed Account.

Your Account Value will reflect:

o    the premiums you pay;

                                       22

<PAGE>

o    the returns earned by the Subaccounts you select;

o    the interest credited on amounts allocated to the Guaranteed Account;

o    any loans or partial withdrawals; and

o    the Policy charges and expenses we deduct.

Account  Value  in  the  Subaccounts.  We  measure  your  Account  Value  in the
Subaccounts  by the value of the  Subaccounts'  accumulation  units we credit to
your Policy.  When you allocate  premiums or transfer part of your Account Value
to a  Subaccount,  we  credit  your  Policy  with  accumulation  units  in  that
Subaccount.  The number of accumulation units equals the amount allocated to the
Subaccount  divided  by  that  Subaccount's  accumulation  unit  value  for  the
Valuation Date when the allocation is effected.

The number of Subaccount accumulation units we credit to your Policy will:

o    increase -- when Net Premium is  allocated to the  Subaccount,  amounts are
     transferred  to the  Subaccount  and loan  repayments  are  credited to the
     Subaccount.

o    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 withdrawal,  including the
     partial withdrawal  administrative and surrender charges, is taken from the
     Subaccount.

Accumulation  Unit  Values.  A  Subaccount's  accumulation  unit value varies to
reflect the return of the  portfolio,  and may  increase  or  decrease  from one
Valuation Date to the next. We arbitrarily set the  accumulation  unit value for
each  Subaccount at $10 when the Subaccount  was  established.  Thereafter,  the
accumulation  unit  value  equals  the  accumulation  unit  value  for the prior
Valuation  Period  multiplied  by the net  investment  factor  for  the  current
Valuation Period.

                                       23

<PAGE>

Net Investment  Factor.  The net investment factor is an index we use to measure
the investment  return earned by a Subaccount  during a Valuation  Period. It is
based on the  change  in net asset  value of the  portfolio  shares  held by the
Subaccount,  and  reflects any  dividend or capital  gain  distributions  on the
portfolio  shares and the  deduction  of the daily  mortality  and expense  risk
charge.

Guaranteed  Account Value. On any Valuation Date, the Guaranteed Account portion
of your Policy's Account Value equals:

o    the total of all Net Premium, allocated to the Guaranteed Account, plus

o    any amounts transferred to the Guaranteed Account, plus

o    interest   credited  on  the  amounts  allocated  and  transferred  to  the
     Guaranteed Account, less

o    the amount of any transfers from the Guaranteed Account, less

o    the amount of any partial  withdrawals,  including  the partial  withdrawal
     charges, taken from the Guaranteed Account, and less

o    the allocated portion of the monthly deductions,  if any, deducted from the
     Guaranteed Account, plus

o    the amount of the Loan Account.  If you take a Policy loan, we transfer the
     amount of the loan to the Loan Account held in the Guaranteed Account.  The
     value of your Loan Account includes  transfers to and from the Loan Account
     as you take and repay loans, and interest, charged and credited on the Loan
     Account.

Cash  Surrender  Value.  The Cash  Surrender  Value on a  Valuation  Date is the
Account  Value  reduced by any  surrender  charge  that would be assessed if the
Policy were surrendered on that date.

                                       24

<PAGE>

The amount you would receive on a Surrender of your Policy.

Net Cash Surrender  Value.  The Net Cash Surrender  Value on a Valuation Date is
equal to:

o   the Cash Surrender Value, less

o   any Outstanding Loan on that date.

Transfers

You may  transfer  Account  Value  among  the  Subaccounts  and to and  from the
Guaranteed  Account  after the  Period  to  Examine  and  Cancel.  All  transfer
requests,  except  for those made under the  Dollar  Cost  Averaging,  Automatic
Rebalancing and Systematic Withdrawal programs, must satisfy the following
requirements:

o  Minimum amount of transfer -- You must transfer at least $250 or, the balance
   in the Subaccount or the Guaranteed Account, if less.

o  Form of transfer  request -- You must make a written  request unless you have
   established prior authorization to make telephone transfers or by other means
   we make available.

o  Transfers  from the  Guaranteed  Account -- The maximum you may transfer in a
   Policy year is equal to 25% of your  Guaranteed  Account value that is not in
   the Loan Account on the most recent Policy  anniversary  reduced by all prior
   partial  withdrawals and transfers  taken from the Guaranteed  Account during
   that Policy year.

Date We Process Your Transfer Request.  We must receive your transfer request at
our Administrative Office. We process transfers on the same date we receive your
transfer  request subject to the NYSE being open for trading.  The transfer will
be made at the price next computed  after we receive your transfer  request.  We
may,  however,  defer  transfers under the same conditions as described in "When
Proceeds Are Paid."

                                       25

<PAGE>

Number of Allowable Transfers/Transfer Fee. We do not currently limit the number
of transfers you may make. We will currently assess a $25 transfer fee, however,
for each transfer in excess of 12 during a Policy year. All transfers  processed
on the same business day will count as one transfer for purposes of  determining
the number of transfers you have made in a Policy year.  Transfers in connection
with the Dollar Cost Averaging and Automatic Rebalancing features will not count
against the 12 free transfers in a Policy year. We reserve the right to increase
the number of "free" transfers allowed in any Policy year.

Telephone  Transfers.  If you have  completed  an  authorization  form  allowing
telephone  transfers,  you may request  transfers by  telephone.  We confirm all
telephone transfers in writing. You should review all confirmations to determine
if there have been any unauthorized transfers.

We will use reasonable  procedures to confirm that telephone  transfer  requests
are  genuine.  We  will  not be  liable  for any  loss  due to  unauthorized  or
fraudulent instructions.

We reserve the right to suspend telephone  transfer  privileges at any time, for
some or all Policies.

Dollar Cost Averaging (DCA)

Dollar Cost Averaging is a systematic method of investing at regular  intervals.
By investing at regular  intervals,  the cost of the securities is averaged over
time and perhaps over various market cycles.


You may request Dollar Cost Averaging.  Under this program we will automatically
transfer a portion of your Account Value on a monthly,  quarterly,  semi-annual,
or annual basis, as you request. Unless you give us other instructions,  we will
allocate  the  transfer  as you have  specified  in your  most  current  premium
allocation  instructions.  However,  not less  than 5% may be  allocated  to any
Subaccount  or to the  Guaranteed  Account.  You may  instruct  us to  make  the
transfers from any  Subaccount or the Guaranteed  Account so long as the Account
Value in that Account is initially at least $2,000.  There is no charge for this
option.


                                       26

<PAGE>

Dollar Cost Averaging From the Guaranteed  Account with Six Month Bonus Rate. We
may make  available a six-month  bonus  interest rate if you use the dollar cost
averaging  feature from the Guaranteed  Account.  For the bonus interest rate to
apply, an initial premium payment of at least $2,000 made in connection with the
purchase of a Policy is eligible for dollar cost  averaging with a bonus rate of
interest. We will credit the Net Premiums to the 6-month DCA Guaranteed Account.
This dollar cost averaging option must be elected at the time of application and
only applies to the initial premium payment. We will transfer monthly, one-sixth
of your Account Value in the 6-month DCA Guaranteed Account over a period of six
months. The sixth transfer from the 6- month DCA Guaranteed Account will include
interest earnings for the six-month period.

During this period, we may credit an additional  interest rate over the interest
rate that we are crediting on allocations or transfers to the Guaranteed Account
made at that time.  Additional  amounts may not be  allocated to the 6-month DCA
Guaranteed Account.

If you terminate  the dollar cost  averaging  while your Account Value  includes
amounts in the 6-month DCA Guaranteed  Account,  we will transfer this amount to
the  Guaranteed  Account.  It will earn interest at the rate we are crediting on
allocations or transfers to the Guaranteed Account made at that time.

We reserve the right to establish  transfer limits,  to restrict the Subaccounts
from which transfers may be made, and to eliminate this feature all together.

When We will Process your Automatic DCA Transfers. We will begin to process your
automatic transfers:

o  If you requested the automatic DCA transfers when you applied for your Policy
   -- on the  first  monthly  anniversary  following  the end of the  Period  to
   Examine and Cancel.

o  If you elect the  option  after you  applied  for the Policy -- on the second
   monthly   anniversary   following   the  receipt  of  your   request  at  our
   Administrative Office.

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<PAGE>

We will stop processing automatic DCA transfers if:

o    The funds in the  transferring  Subaccount or the  Guaranteed  Account have
     been depleted;

o    We receive  your  written  request at our  Administrative  Office to cancel
     future transfers;

o    We receive notification of death of the last Surviving Insured; or

o    Your Policy goes into a Grace Period.

Dollar  Cost  Averaging  may lessen the  impact of market  fluctuations  on your
investment.  Using Dollar Cost Averaging does not guarantee  investment gains or
protect against loss in a declining market.

Automatic Rebalancing

We may offer an Automatic Rebalancing program to rebalance your Account Value to
match your allocation instructions.  This program is offered because the Account
Value in the Guaranteed Account and the Subaccounts will accumulate at different
rates as a result of different  investment returns.  Automatic  Rebalancing will
restate the Account Value of the Guaranteed  Account and the Subaccounts to your
most  recent  allocation  instructions.  You may elect the  frequency  (monthly,
quarterly,  semi-annually, or annually) as measured from the Policy anniversary.
On each  date  elected,  we will  rebalance  the  Account  Value  by  generating
transfers  to  reallocate  the  Account  Values  according  to your most  recent
allocation instructions.

Transfers  resulting from Automatic  Rebalancing will not be counted against the
total number of transfers allowed before a charge is applied.

We reserve the right to suspend or modify Automatic  Rebalancing or to charge an
administrative  fee for  excessive  election or  allocation  changes.  Automatic
Rebalancing is not available if the grace period has commenced.


                                       28

<PAGE>

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


                                 Death Benefits
- --------------------------------------------------------------------------------

Life Insurance Proceeds

During  the  Policy  term,  we  will  pay the  Life  Insurance  Proceeds  to the
Beneficiary  after both Insureds  die. To make  payment,  we must receive at our
Administrative Office:

o    satisfactory  proof of the Last Surviving  Insured's death while the Policy
     was in force;

o    return of the Policy; and

o    all other requirements we deem necessary.

The Beneficiary may receive the Life Insurance Proceeds in one lump sum or under
any other payment option available.

Payment of Life  Insurance  Proceeds.  We will pay the Life  Insurance  Proceeds
generally within seven days after we receive the information we require. We will
pay the Life  Insurance  Proceeds  to the  Beneficiary  in one  lump sum or,  if
elected,  under an  available  payment  option.  Payment  of the Life  Insurance
Proceeds may also be affected by other provisions of the Policy.

We will pay interest on the Life  Insurance  Proceeds  from the date of the Last
Surviving Insured's death to the date of payment as required by applicable state
law.

Amount of Life Insurance Proceeds. We will determine the Life Insurance Proceeds
as of the  date of the  Last  Surviving  Insured's  death.  The  Life  Insurance
Proceeds will depend on the death benefit option and tax qualification option in
effect on the date of death of the Last Surviving Insured and will equal:

o    the Death Benefit amount  determined  according to the death benefit option
     selected; plus

                                       29

<PAGE>

o    any other benefits then due from riders to the Policy; minus

o    the Outstanding Loan, if any, minus

o    any overdue monthly  deductions if the Last Surviving Insured dies during a
     Grace Period.

Death Benefit Options

You may select from two death benefit options. They are:

Level Death Benefit Option.

o   Level Death Benefit Option (Option I)

The basic Death Benefit will be the greater of:


     (1)  The Face Amount at date of the Last Surviving Insured's death; or


     (2)  Account Value at date of the Last Surviving Insured's death multiplied
          by the appropriate minimum death benefit factor on that date.

This death benefit option should be considered if you want to minimize your cost
of insurance.

Variable Death Benefit Option.

o   Variable Death Benefit Option (Option II)

The basic Death Benefit will be the greater of:


     (1)  The Face Amount plus the Account  Value at date of the Last  Surviving
          Insured's death; or


     (2)  Account Value at date of the Last Surviving Insured's death multiplied
          by the appropriate minimum death benefit factor on that date.

This death benefit option should be considered if you want your Death Benefit to
vary with your Policy's Account Value.

                                       30

<PAGE>

Tax Qualification Options.

Section 7702 of the Code provides alternative testing procedures for meeting the
definition  of life  insurance.  Each Policy must qualify under one of these two
tests and you may  select the test we use for  ensuring  your  Policy  meets the
definition of life insurance.

For both tests under Section 7702,  there is a minimum Death Benefit required at
all times.  This is equal to the Account  Value  multiplied  by the  appropriate
minimum death benefit  factor.  These  factors  depend on the tax  qualification
option  and will be based on the  Attained  Ages,  sex and rate  classes  of the
Insureds. A table of the applicable factors is located in the Policy.

The two tax qualification options are:

Guideline Premium/Cash Value Corridor Test.

o    Guideline Premium/Cash Value Corridor Test.

Cash Value Accumulation Test.

o    Cash Value  Accumulation  Test.  This tax  qualification  option  should be
     considered if you want to maximize the premiums permitted for your Policy.

Once you have selected the tax qualification  option for your Policy, it may not
be changed.

Changes in Death Benefit Options

At any time after the first  Policy  anniversary  while your Policy is in force,
you may request a change in death benefit option. If you have selected the Level
Death Benefit Option,  you may change to the Variable Death Benefit Option.  You
may also  change  from the  Variable  Death  Benefit  Option to the Level  Death
Benefit  Option.

How to  request a change.

You may change your death benefit  option by providing your Agent with a written
request or by writing us at our  Administrative  Office. We may require that you
submit satisfactory evidence of insurability of both Insureds to us.

                                       31

<PAGE>

If you  request a change  from the Level Death  Benefit  Option to the  Variable
Death  Benefit  Option,  we will  decrease the Face Amount by an amount equal to
Your Account  Value on the date the change takes  effect.  However,  we will not
allow such a change if it would  reduce the Face Amount  below the minimum  Face
Amount.  This change will also cancel all future Face Amount increases under the
Automatic Face Amount Increase Option.

If you  request a change from the  Variable  Death  Benefit  Option to the Level
Death  Benefit  Option,  we will  increase the Face Amount by an amount equal to
your  Account  Value on the date the change takes  effect.  Such  decreases  and
increases in the Face Amount are made so that the Death Benefit remains the same
on the date the change takes effect.

Once a change is approved, we will issue new Policy information pages and attach
a copy of your  application  for  change.  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 changes that
we determine  would cause the Policy to fail to qualify as life insurance  under
our interpretation of the Code.

Changes in Face Amount

When you apply for a Policy,  you may select the Automatic Face Amount  Increase
Option.  In  addition,  you may  request a change in the Face Amount at any time
after the first  Policy  anniversary  while the Policy is in force.  We will not
make a change in Face  Amount that causes your Policy to fail to qualify as life
insurance under the Code.

Automatic Face Amount Increase Option.  Under the Automatic Face Amount Increase
Option,  the Face Amount will be  automatically  increased on  specified  Policy
anniversaries, up to a maximum total for all increases that is twice the initial
Face Amount.  You may select the Automatic Face Amount  Increase  Option only if
you also select the Level Death Benefit Option. When you select this option, you
must specify:

o    the Policy  anniversaries on which the Face Amount increase will begin. The
     increase must begin no later than the tenth Policy anniversary.

                                       32

<PAGE>

o    the amount of increase, which may be no less than 1% and no more than 6% of
     the initial Face Amount.

You may elect to cancel the automatic increase. If you do so, we will cancel all
future  increases.  We  require  written  notice of at least 30 days  before the
effective  date of an  increase.  In  addition,  any  request to change the Face
Amount,  any  change in Face  Amount as a result  of a partial  withdrawal  or a
change from the Level Death Benefit Option to the Variable Death Benefit Option,
will cancel all future automatic increases.

Requested Increases in Face Amount. Any request for an increase:

o    Must be made after the first Policy anniversary.

o    Must be for at least $10,000.

o    May not be requested more than once each Policy year.

o    May not be requested after the oldest living Insured  reaches  Attained Age
     90.

How to request a change.

A written application must be submitted to our Administration  Office along with
satisfactory  evidence of insurability for each living Insured.  You must return
the Policy so we can amend the Policy to reflect  the  increase.  The  requested
increase in Face Amount will become  effective on the monthly  anniversary on or
next following the date the increase is approved,  and the Account Value will be
adjusted  to the  extent  necessary  to  reflect a monthly  deduction  as of the
effective date of the increase in Face Amount.

Decreases in Face Amount. Any request for a decrease:

o    Must be at least $5,000.

o    Must not  cause the Face  Amount  after  the  decrease  to be less than the
     minimum Face Amount at which we would issue a Policy.

                                       33

<PAGE>

o    We do not allow a  decrease  in the first  Policy  year.  During the second
     through the fifth Policy  years,  you may decrease the Face Amount by up to
     25% of the  initial  Face Amount each Policy  year.  The  decreases  may be
     cumulative.  If the Face  Amount is  decreased  during  the first 10 Policy
     years or within 10 Policy years of an increase in Face Amount,  a surrender
     charge will be applicable.  Decrease will first be applied against the most
     recent increase in Face Amount.

Consequences of a Change in Face Amount.  An increase or decrease in Face Amount
will change the net amount at risk for your Policy. This will affect the monthly
deduction related to the cost of insurance charge.  Both requested increases and
decreases  in Face  Amount may impact the  surrender  charge.  We will charge an
acquisition  charge for the first five years  following a requested  increase in
Face Amount.  In addition,  a requested  increase or decrease in Face Amount may
impact the status of the Policy as a modified endowment contract.  A decrease in
Face Amount,  will cause the termination of the Policy's no-lapse  provision.  A
requested  change in the Face Amount will also cancel the Automatic  Face Amount
Increase Option.

Changes in Owner or Beneficiary

While  either  Insured  is  living,  you may  request  a change  in the Owner or
Beneficiary.  The change will take  effect on the date you sign the notice,  but
will not apply to any payment we make or other  action we take before we receive
the notice.

Changes in Owner Due to Death.  More than one person may own the Policy.  Unless
otherwise  provided,  if a joint Owner dies,  ownership  passes to any surviving
joint Owner(s). Unless otherwise provided, when the Owner, or the last surviving
joint Owner dies, ownership passes to that person's estate.


                                       34

<PAGE>


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

              Cash Benefits Available While the Policy is in Force
- --------------------------------------------------------------------------------


While the Policy is in force, your Policy has cash benefits which you may access
within limits by taking loans, partial withdrawals or a surrender.

Policy Loans

You may  request a loan  against  your Policy at any time while the Policy has a
Net Cash Surrender  Value. We limit the minimum and maximum amount of a loan you
may take as follows:

o    Maximum Loan Amount

     During  the  first  Policy  year,  you may take a loan so long as the total
     Outstanding  Loan after taking into account the loan does not exceed 50% of
     the Cash Surrender Value.

     After the first Policy Year, the maximum loan amount you may take is:

     *    Your Net Cash Surrender Value, less

     *    Loan interest to the next Policy anniversary on the loan amount , less

     *    The amount we calculate  for the monthly  deductions  for each monthly
          anniversary up to the next Policy anniversary.

o   Minimum Loan Amount -- $500.

How to request a loan.

You must  submit a  written  request  for a loan to the  Administrative  Office.
Policy  loans will be  processed  as of the date we receive  the  request at our
Administrative  Office. Loan proceeds generally will be sent to you within seven
days.

                                       35

<PAGE>

Interest.  We charge interest daily on any Outstanding Loan at a declared annual
rate not in excess of 8%. The maximum net cost (the difference  between the rate
of interest we charge on Policy loans and the amount we credit on the equivalent
amount held in the Loan Account) of a loan is 2% per year . Currently, after the
tenth  Policy  anniversary,  the net cost is 0.25%.  While we believe such loans
after the tenth Policy anniversary will be treated as valid indebtedness for tax
purposes, there is some risk they would be treated as distributions. 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 Loan.

Loan Account. You may direct us to take an amount equal to the loan proceeds and
any  amount  attributed  to  unpaid  interest  from any  Subaccount  or from the
Guaranteed Account. Otherwise, we will withdraw this amount from each Subaccount
and Guaranteed  Account on a pro rata basis. We transfer this amount to the Loan
Account in the Guaranteed Account.

When a loan is repaid, an amount equal to the repayment will be transferred from
the Loan Account to the  Subaccounts  and Guaranteed  Account in accordance with
your premium allocation percentages in effect at the time of repayment.

Effect of  Policy  Loan.  A Policy  loan,  whether  or not  repaid,  will have a
permanent  effect on the Life  Insurance  Proceeds and Account Value 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  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.

In  addition,  loans from  modified  endowment  contracts  are  treated  for tax
purposes as distributions, which may be taxable.

If  the  Life  Insurance   Proceeds  become  payable  while  a  Policy  loan  is
outstanding,  the  Outstanding  Loan will be  deducted in  calculating  the Life
Insurance Proceeds.

                                       36

<PAGE>

If the  Outstanding  Loan  exceeds the Net Cash  Surrender  Value on any monthly
anniversary,  the Policy  will  lapse.  We will send you,  and any  assignee  of
record,  notice of the lapse.  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.

Outstanding Loan. The Outstanding Loan on a Valuation Date equals:

o    All  Policy  loans  that have not been  repaid  (including  past due unpaid
     interest added to the loan), plus

o    accrued interest not yet due.

Loan Repayment.  You may repay all or part of your  Outstanding Loan at any time
while the Policy is in force. Loan repayments must be sent to our Administrative
Office and will be credited as of the date received.  You must indicate that the
amount paid is for a loan repayment.


Partial Withdrawals

Requirements for Partial Withdrawals.

You may  request  a  partial  withdrawal  at any time  after  the  first  Policy
anniversary  while the  Policy is in force.  Currently,  we limit the  number of
partial  withdrawals  to four each Policy year unless made under the  systematic
withdrawal program. We may limit the minimum and maximum amount of withdrawals.

o    Maximum Partial Withdrawal Amount -- Your Policy's Net Cash Surrender Value
     except that the  withdrawal may not cause the Policy Face Amount to be less
     than the required minimum Face Amount.

o    Minimum  Partial  Withdrawal  Amount  -- $250.  This  limit is  waived  for
     withdrawals under the systematic withdrawal program.

                                       37

<PAGE>

o    Maximum Partial Withdrawal from the Guaranteed Account -- during any Policy
     year  you  may  only  withdraw  from  the  Guaranteed  Account  25% of your
     Guaranteed Account value that is not in the Loan Account on the most recent
     Policy anniversary  reduced by all prior partial  withdrawals and transfers
     from the Guaranteed Account during that Policy year.

o    The Maximum  Partial  Withdrawal  from the Guaranteed  Account if you are a
     participant in the systematic withdrawal program -- under this circumstance
     during any Policy year you may only withdraw the greater of:

*    25% of your Guaranteed Account value that is not in the Loan Account on the
     most  recent  Policy  anniversary;  or

*    The maximum amount you may have  withdrawn  from the Guaranteed  Account in
     any of the prior Policy  years.

How to request a partial  withdrawal.

You must submit a written request to our  Administrative  Office. We will reduce
your Account Value by the partial withdrawal amount plus any applicable charges.
When you request a partial  withdrawal,  you may direct us to take the requested
amount from any Subaccount or from the Guaranteed  Account. If you do not direct
us or if the Guaranteed  Account or Subaccount value is insufficient to withdraw
the amount requested,  we will withdraw all or the difference from the remaining
Accounts on a pro rata basis.

We will process partial withdrawal  requests at the price next computed after we
receive your written request at our Administrative Office. We will generally pay
partial withdrawals within seven days.

Expenses  for Partial  Withdrawal.  During the first ten Policy years or for the
ten Policy years following a requested  increase in Face Amount,  we will deduct
the applicable  surrender  charge on a partial  withdrawal.  This charge will be
deducted  from  your  Account  Value  along  with  the  amount  requested  to be
surrendered and will be considered part of the partial withdrawal (together, the
"partial withdrawal amount").  Currently,  we do not assess a processing fee for
partial  withdrawals.  However,  we reserve the right to assess a $25 processing
charge for each withdrawal.

                                       38

<PAGE>

Effect of Partial Withdrawal on your Face Amount. The Face Amount of your Policy
will be reduced by the partial withdrawal amount if you selected the Level Death
Benefit Option.

We will reduce the Face Amount by the amount of the  partial  withdrawal  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.

No partial  withdrawal  may be made that would  reduce the Face Amount below the
minimum Face Amount.

If a Variable  Death Benefit Option is in effect a partial  withdrawal  does not
affect the Face Amount.

Partial withdrawals from your Policy may have tax consequences.

Systematic Withdrawal Program

You may request the  systematic  withdrawal  program at any time after the first
Policy anniversary. You may access your Account Value by electing the systematic
withdrawal program. This program allows you to automatically receive payments on
a monthly, quarterly, semi-annual or annual basis.

You have the  option to switch to  borrowing  from  your  Account  Value  once a
specified  amount of withdrawals has been reached.  You may also elect to borrow
the  interest  due on your  outstanding  loan  balance in order to  continue  to
receive a steady  stream of  income.  Loans  taken  under this  program  are not
subject to the minimum loan amount.

Some withdrawals may be taxable.

                                       39

<PAGE>

Surrendering the Policy for Net Cash Surrender Value

You may  surrender  your Policy at any time while the Policy is in force for its
Net Cash Surrender Value by submitting a written  request to our  Administrative
Office.  We will require the return of the Policy. A surrender charge may apply.
We will  process a  surrender  request  as of the date we receive  your  written
request and all required  documents.  Your surrender  request  generally will be
paid within seven days. The Net Cash Surrender  Value may be taken in one sum or
it may be applied to a payment  option.  Your Policy will terminate and cease to
be in force if it is surrendered and no life insurance proceeds will be payable.
It cannot later be reinstated.

                                       40

<PAGE>

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


                          Payment Options for Benefits
- --------------------------------------------------------------------------------


We offer a wide variety of optional ways of receiving proceeds payable under the
Policy,  such as on a surrender  or death,  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.


                                       41

<PAGE>

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


                             Expenses of the Policy
- --------------------------------------------------------------------------------


Periodically,  we will deduct  expenses  related to your Policy.  We will deduct
these:

o    from premiums, Account Value and from Subaccount assets; and

o    upon certain transactions.

The amount of these  expenses are described in your Policy as either  guaranteed
or current.  We will never charge more than the guaranteed amount. We may in our
discretion  deduct  expenses on a current basis that is less than the guaranteed
amount.

Deductions From Premiums

We will deduct up to a maximum of 8% from each premium  payment.  This charge is
intended to provide for state premium  taxes,  DAC taxes and for other  expenses
associated with acquiring and servicing a Policy. Currently, the deduction is 5%
for the first ten Policy years and 3% thereafter.

Monthly Deductions From Account Value

On the Policy Date and each monthly anniversary thereafter,  we make a deduction
from the 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.

We will deduct on each monthly anniversary charges for:

o    The administration of your Policy.

                                       42

<PAGE>

o    The acquisition and underwriting costs of your Policy.

o    The cost of insurance for your Policy.

o    The cost of any supplemental benefits or riders.

Subject to our approval,  you may request us to take the monthly deductions from
your  un-loaned  Account  Value  allocated  to  the  Money  Market   Subaccount,
Guaranteed  Account  or a  specified  Subaccounts.  Otherwise,  we will take the
monthly deductions from each Subaccount and the Guaranteed Account on a pro rata
basis.

Administrative  Charge.  This charge compensates us for administrative  expenses
associated  with the Policy and the Separate  Account.  These expenses relate to
premium billing and collection, record keeping, processing claims, Policy loans,
Policy  changes,  reporting  and overhead  costs,  processing  applications  and
establishing Policy records.

This charge will be no more than $15 per month for all Policy years.  Currently,
after the fifth Policy year the charge is $7.50 per month.  In  addition,  there
will be a charge of $.03 per $1,000 of Face Amount per month until the Policy is
terminated.

Acquisition  Charge. We will make a deduction from your Policy Account Value for
expenses  associated with the acquisition and  underwriting  costs to issue your
Policy.  This charge will vary based on the  Insured's  Age, sex and rate class.
The charge is  assessed  for the first five  Policy  years and if you request an
increase in the Face Amount,  for the first five years  following that increased
Face Amount the term of the Policy.  The lowest and highest  acquisition  charge
are $0.59 and $61.71 per $1,000 of Face Amount, respectively.  The amount of the
acquisition  charge  for your  Policy is  specified  in the  Policy  Information
section of your Policy.

                                       43

<PAGE>

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 each Insured and  reflects the fact that the Death  Benefit is
not payable until the death of the Last Surviving Insured. Therefore this charge
will vary from Policy to Policy and from month to month. For any Policy the cost
of  insurance  on  a  monthly  anniversary  is  calculated  by  multiplying  the
applicable  cost of insurance rate by the Net Amount at Risk under the Policy on
that monthly  anniversary.

Net Amount at Risk.

If the Death  Benefit is equal to the Face  Amount,  or the Face Amount plus the
Account Value, then 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; and

(b) is the current total Account Value.

If the Death Benefit is equal to the Account Value multiplied by the appropriate
minimum death benefit  factor,  then 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; and

(b) is the current total Account Value

Rate Classes for Insureds.  We currently rate Insureds in one of following basic
rate  classifications,  based on our  underwriting:  o  preferred  nonsmoker;  o
standard plus nonsmoker; o standard nonsmoker; o smoker; o substandard for those
involving a higher mortality risk.

                                       44

<PAGE>

We place each  Insured  in a rate  class  when we issue the Policy  based on our
underwriting determination. This original rate class applies to the initial Face
Amount,  as well as  subsequent  automatic  increases  in Face Amount  under the
Automatic Face Amount Increase Option under the Policy. 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 guaranteed 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  guaranteed  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 and to automatic increases in the Face Amount.

If there have been requested  increases in the Face Amount, we may use different
cost of insurance rates for the requested increased portions of the Face Amount.
For purposes of calculating  the cost of insurance  charge after the Face Amount
has been increased, the Account Value will be applied to the initial Face Amount
first and then to any subsequent  requested  increases in Face Amount. If at the
time an increase is requested, the 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.

In order to maintain  the Policy in  compliance  with  Section 7702 of the Code,
under certain circumstances an increase in Account Value will cause an automatic
increase  in the  Death  Benefit.  The  Attained  Age and  rate  class  for such
requested 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).

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 then current Net Amount at Risk,  plus the actual  dollar amount of the flat
extra charge.

                                       45

<PAGE>

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 our  discretion,  the  current  charge may be
increased in any amount up to the maximum guaranteed charge shown in the table.

Cost of  insurance  rates  (whether  guaranteed  or current) for an Insured in a
nonsmoker  rate class are generally  lower than rates for an Insured of the same
age and sex in a smoker rate class. Cost of insurance rates (whether  guaranteed
or  current)  for an Insured in a nonsmoker  or smoker rate class are  generally
lower than rates for an Insured of the same age and sex and smoking  status in a
substandard rate class.

Legal Considerations  Relating to Sex-Distinct Premiums and Benefits.  Mortality
tables for the Policy  generally  distinguish  between males and females.  Thus,
premiums and benefits  under the Policy  covering two males,  two females or one
male and one female of the same age will differ.

We may also offer the Policy  based on unisex  mortality  tables if  required by
state law.  Employers and employee  organizations  considering the purchase of a
Policy should  consult their legal advisers 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
the Policy with unisex mortality tables to such prospective purchasers.

Deduction From Subaccount Assets


Mortality and Expense Risk Charge.  We deduct a daily charge from the net assets
in the  Subaccounts for assuming  certain  mortality and expense risks under the
Policy. This charge does not apply to the amounts you allocate to the Guaranteed
Account.  Currently,  we charge an annual rate of 0.75% of the Subaccount assets
for the  first 10  Policy  years and  0.15%  for  Policy  years  11-20 and 0.10%
thereafter.  The guaranteed  charge is at an annual rate of 0.90%.  Although the
charge may be increased or decreased in our sole  discretion,  it is  guaranteed
not to exceed an annual rate of 0.90% of your Account  Value in the  Subaccounts
for the duration of a Policy.


                                       46

<PAGE>

The mortality  risk we assume is that the Insureds under a Policy may die sooner
than  anticipated,  and  therefore  we  will  pay an  aggregate  amount  of Life
Insurance Proceeds greater than anticipated.  The expense risk we assume is that
expenses  incurred in issuing and  administering  all  Policies and the Separate
Account  will  exceed  the  amounts  realized  from the  administrative  charges
assessed against all Policies.

Deductions Upon Policy Transactions

Transfer  Charge.  We currently  impose a $25 transfer charge on any transfer of
Account Value among the Subaccounts and the Guaranteed  Account in excess of the
12 free transfers  permitted each Policy year. If the charge is imposed, we will
deduct it from the amount requested to be transferred  before  allocation to the
new  Subaccount(s)  or Guaranteed  Account and shown in the  confirmation of the
transaction.

Surrender  Charge.  If the Policy is  surrendered or there is a decrease in Face
Amount during the first 10 Policy years, we will deduct a surrender charge based
on the initial Face Amount. If a Policy is surrendered or there is a decrease in
Face Amount within 10 years after a requested  increase in Face Amount,  we will
deduct a surrender  charge based on the increase in Face Amount.  The  surrender
charge will be deducted before any surrender proceeds are paid.

Surrender Charge Calculation.  In general,  the surrender charge is based on the
Face  Amount.  The  Surrender  Charge will be no greater than the product of (1)
times (2) times (3) where:

(1)  is equal to the Face Amount divided by $1,000;

(2)  is equal to a surrender  charge  factor per $1,000  based on the  Insureds'
     Age, sex and smoker status; and

(3)  is equal to the factor  based  upon the  number of years  that has  elapsed
     since the Policy Date or requested increase in Face Amount, as described in
     the following table:


                                       47

<PAGE>

            Year                      Factor

               1......................   100%
               2......................    90%
               3......................    80%
               4......................    70%
               5......................    60%
               6......................    50%
               7......................    40%
               8......................    30%
               9......................    20%
              10......................    10%
             11+......................     0%


The  product  of (1) and (2) will be  capped  at a level not to exceed a maximum
surrender  charge  based on a rate per  $1,000 of Face  Amount.  The  lowest and
highest  surrender  charge are  $10.19  and  $60.00  per $1,000 of Face  Amount,
respectively.  The  surrender  charge for your Policy is specified in the Policy
Information section of your Policy.


Surrender  Charge Based On An Increase Or Decrease In Face  Amount.  A requested
increase in Face Amount of the Policy  will  result in an  additional  surrender
charge during the 10 Policy years immediately  following the requested increase.
The additional  surrender  charge period will begin on the effective date of the
requested  increase.  If the Face Amount of the Policy is reduced before the end
of the 10th Policy year or within 10 years  immediately  following a Face Amount
increase, we may also deduct a pro rata share of any applicable surrender charge
from your Account Value.  Decreases in Face Amount 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 Face Amount of the Policy in the reverse order in
which such  increases  took place,  and then to the  initial  Face Amount of the
Policy.

                                       48

<PAGE>

Surrender Charges Upon Partial Withdrawal. During the surrender charge period we
will deduct a surrender charge:

o    Upon a partial withdrawal; and

o    If you decrease your Policy Face Amount.

We deduct the surrender charge from the Subaccounts or the Guaranteed Account in
the same proportion as we deduct the amounts for your partial withdrawal.

Surrender  Charge Due to Partial  Withdrawal.  We deduct an amount  equal to the
applicable  surrender  charge  multiplied by a fraction  (equal to the amount of
partial  withdrawal  plus any  administrative  charge,  if  applicable,  for the
partial withdrawal, divided by the Net Cash Surrender Value immediately prior to
the partial withdrawal).

Surrender Charge Due to A Decrease in Face Amount.  We deduct an amount 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  Withdrawal  Administrative  Charge.  We reserve  the right to deduct an
administrative  charge  upon  a  partial  withdrawal  of up to $25  per  partial
withdrawal.  Currently,  we do not assess an  administrative  charge for partial
withdrawals.  In certain states the charge may be the lesser of $25 or 2% of the
amount withdrawn.


Policy Split Option  Charge.  If you elect to surrender  your Policy in exchange
for separate individual permanent life insurance policies under the Policy Split
Option,  we  reserve  the right to deduct a charge  of up to $500.  A  surrender
charge  will  apply if you elect the  Policy  Split  Option  during the first 10
Policy years or 10 years following a Face Amount increase.


                                       49

<PAGE>


Discount Purchase Programs

The amount of the  surrender  charge and other  charges  under the Policy may be
reduced or  eliminated  when sales of the Policy are made to  individuals  or to
groups  of  individuals  in a manner  that in our  opinion  results  in  expense
savings. For purchases made by officers, directors and employees of the Company,
an  affiliate,  or any  individual,  firm,  or a company  that has  executed the
necessary  agreements to sell the Policy,  and members of the immediate families
of such  officers,  directors,  and  employees,  we may reduce or eliminate  the
surrender  charge.  Any  variation in charges  under the Policy,  including  the
surrender  charge,  administrative  charge or mortality and expense risk charge,
will  reflect  differences  in  costs  or  services  and  will  not be  unfairly
discriminatory.


                                       50

<PAGE>

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


                        Supplemental Benefits and Riders
- --------------------------------------------------------------------------------



We intend to make available certain  supplemental  benefits and riders which may
in the  future  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. The addition of riders may affect the cost of insurance.

Automatic Face Amount  Increase  Option (AFAIO)

Renewable No Lapse Rider (RNLR)

Joint and Last Survivor  Renewable  Term Rider  (JLSRTR)

Joint and Last Survivor Term Insurance  Rider (Estate  Preservation  Term Rider

Waiver of Monthly  Deduction  Rider  (WMDR)  Waiver of Specified  Premium  Rider
(WSPR)


                                       51

<PAGE>

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


                             Other Policy Provisions
- --------------------------------------------------------------------------------



Right to Exchange

You may exchange this Policy to a flexible  premium fixed benefit life insurance
policy on the lives of the Insureds, without evidence of insurability. While the
Policy is in force this exchange may be made:

(a)  within 24 months after the Issue Date while the Policy is in
     force;

(b)  within 24 months of any  increase in Face Amount of the Policy,  other than
     under the Automatic Face Amount Increase Option and other than increase due
     to a Death Benefit Option change; or

(c)  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,  we will  notify you and
     give you information on the options available.

When an exchange is requested, we accomplish the exchange by transferring all of
the  Account  Value  to the  Guaranteed  Account.  There is no  charge  for this
transfer. Once this option is exercised, the entire Account Value must remain in
the Guaranteed  Account for the remaining life of the policy. The Face Amount in
effect at the time of the exchange will remain  unchanged.  The Effective  Date,
Issue  Date  and Age of each  Insured  will  remain  unchanged.  The  Owner  and
Beneficiary are the same as were recorded immediately before the exchange.

                                       52

<PAGE>

Policy Split Option

In certain  cases,  you may elect to  surrender  Policy in exchange for separate
individual  permanent life insurance policies on the life of both Insureds.  The
Policy may be split if:

o    The  Insureds  were  married on the policy  date and a final  annulment  or
     divorce decree  dissolving the Insureds'  marriage has been issued. We must
     receive your written request to split the Policy not earlier than 180 days,
     or later  than 360 days,  after the date a decree of  annulment  or divorce
     becomes final. We must also receive a copy of the final decree.

o    a change to the  Federal  Estate  Tax Law has  occurred  which  results  in
     either:

     *    the repeal of the unlimited marital deduction provided by the Internal
          Revenue Code of 1986, as amended; or

     *    a change to the  Internal  Revenue  Code of 1986,  as  amended,  which
          reduces the maximum  Federal  Estate Tax rate to 25% or less.

     We must receive your written request to split the Policy within 180 days of
     the date of a change in the Federal Estate Tax Law.

We will require evidence satisfactory to us of the insurability of both Insureds
and we will also require  evidence  satisfactory to us of insurable  interest of
the new owner(s) in both Insureds on the date the Policy is split.  We will also
require that any Outstanding Loan be repaid on the date of exchange.


Before the Policy is split and the new policies are issued,  we must receive the
initial premium due on each of the new policies and any fee we charge to process
the  exchange.  The fee to  process  the  exchange  will not exceed  $500.00.  A
surrender  charge  will apply if you elect the Policy  Split  Option  during the
first 10 Policy years or the 10 years following a Face Amount increase.


The date of the Policy split will be the Policy anniversary after we receive all
the  requirements  for a Policy  split.  The  features of the new  policies  are
described in the Policy.

The surrender of the Policy in exchange for separate  individual  permanent life
insurance on the life of both Insureds will be subject to tax.

                                       53

<PAGE>

Limits on our Rights to Contest the Policy

Incontestability.  We will not  contest  the  Policy  after it has been in force
during both  Insureds'  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 both Insureds for two years after the  effective  date of the
increase.

Suicide  Exclusion.  If either  Insured  commits  suicide (while sane or insane)
within two years (unless otherwise specified by state law) after the Issue Date,
the Policy  will  terminate  on the date of the  death.  Our  liability  will be
limited to the  payment of a single sum equal to the  premiums  paid,  minus any
Outstanding  Loan and minus  any  partial  withdrawal  and minus the cost of any
riders attached to the Policy.  If either Insured commits suicide (while sane or
insane)  within two years  (unless  otherwise  specified by state law) after the
effective date of a requested  increase in the Face Amount,  then the additional
insurance  coverage  provided  by the  requested  increase  in Face  Amount will
terminate on the date of the death.  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 either Insured's Age or sex has been misstated in
the Policy, the Death Benefit and any benefits provided by riders shall be those
which would be purchased at the most recent  monthly  deduction  for the cost of
insurance charge for the correct Ages and sexes.

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 Code or to make the Policy  conform with any law or
regulation issued by any government agency to which it is subject.



                                       54

<PAGE>


When Proceeds Are Paid

We will ordinarily pay any Life Insurance Proceeds,  loan proceeds or partial or
full surrender  proceeds  within seven days after receipt at our  Administrative
Office of all the required  documents.  Other than the Life Insurance  Proceeds,
which is determined as of the date of death of the Last Surviving  Insured,  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 for your protection.

In addition we may delay making deductions from the Guaranteed Account for up to
6 months after we receive your request.

Reports to Owners

You will receive a confirmation within seven days of the transaction of:

o    the receipt of any unplanned  premium (and any premium  received before the
     Issue Date);

o    any change of allocation of premiums;

o    any transfer between Subaccounts;

o    any loan, interest repayment, or loan repayment;

                                       55

<PAGE>

o    any partial withdrawal;

o    any return of premium  necessary to comply with applicable  maximum receipt
     of any premium payment;

o    any exercise of your right to cancel;

o    an exchange of the Policy;

o    full surrender of the Policy; or

o    payment of the Life Insurance Proceeds under the Policy.

Within  30 days  after  each  Policy  anniversary  we will  send  you an  annual
statement.  The statement will show the Death Benefit currently payable, and the
current  Account Value,  Cash Surrender  Value,  and the  Outstanding  Loan. The
statement will also show premiums paid, all charges  deducted  during the Policy
year,  and all  transactions.  We will also send to you annual  and  semi-annual
reports of the Separate Account.

Assignment

You may assign the Policy,  if we agree,  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 this  assignment  form at our  Administrative  Office.  We  assume  no
responsibility for the validity or sufficiency of any assignment. Any assignment
or pledge of a modified  endowment  contract as collateral for a loan may result
in a taxable event.

Reinstatement

If the Policy has ended without value,  you may reinstate  Policy benefits while
at least one Insured is alive if you:

1.   Request in writing a  reinstatement  of Policy  benefits  within  three (3)
     years (unless  otherwise  specified by state law) from the end of the Grace
     Period;

                                       56

<PAGE>

2.   Provide evidence of insurability satisfactory for each Insured who is alive
     at the end of the Grace Period to us;

3.   Make  a  payment  of an  amount  sufficient  to  cover  (i)  total  monthly
     deductions  for three (3) months,  calculated  from the  effective  date of
     reinstatement;  and (ii) the premium expense charge.  We will determine the
     amount of this required payment as if no interest or investment performance
     were credited to or charged against your Account Value; and

4.   Repay or  reinstate  any  Outstanding  Loan  which  existed on the date the
     Policy ended.

The  effective  date of the  reinstatement  of Policy  benefits will be the next
monthly  anniversary  which  coincides  with or next follows the date we approve
your request. From the required payment we will deduct the premium expenses. The
monthly expense charges,  Account Value,  Outstanding 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.


                                       57

<PAGE>

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


                             Performance Information
- --------------------------------------------------------------------------------


From time to time we 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
mortality and expense risk charge.  "Average  Annual Total Return"  reflects the
hypothetical  annually  compounded  return  that  would have  produced  the same
cumulative return if a Fund's  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.

The  performance  information  set forth in Appendix A reflects the total of the
income generated by the portfolio net of the total portfolio  operating expenses
(i.e.,  management  fees and other portfolio  expenses),  plus capital gains and
losses,  realized or unrealized.  The performance results do not reflect charges
deducted from premiums,  contract values or separate account assets,  including,
mortality and expense risk deductions,  monthly  deductions,  cost of insurance,
surrender charges, sales loads, DAC taxes, and any state or local premium taxes.
If these charges were included, the total return figures would be lower.

                                       58

<PAGE>

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.

We 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 Policy and the characteristics of and market
for such financial instruments.

                                       59

<PAGE>

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
Policy being offered will be calculated as if the Policy had been offered during
that period of time,  with all  charges  assumed to be those  applicable  to the
Policy.  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.


                                       60

<PAGE>

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

                        Federal Income Tax Considerations

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


The following summarizes the current federal income tax law that applies to life
insurance  in general.  No attempt is made to consider any  applicable  state or
other tax laws.  This  summary  does not cover all  situations.  This summary is
based upon our  understanding of the current federal income tax laws and current
interpretations  by the Internal Revenue Service.  We cannot predict whether the
Code will change. You should speak to a competent tax adviser to discuss how the
purchase of a Policy and the  transactions you make under the Policy will impact
your federal tax liability.

Tax Status of the Policy

A Policy has  certain  tax  advantages  when it is treated as a "life  insurance
contract"  under the Code. We believe that the Policy meets the  definition of a
life  insurance  contract under Section 7702 of the Code. You bear the risk that
the Policy may not meet the definition of a life insurance contract.  You should
consult your own tax advisers to discuss these risks.

The Company

We are  taxed as a life  insurance  company  under  the Code.  For  federal  tax
purposes,  the Separate  Account and its operations are considered to be part of
our operations and are not taxed separately.

Diversification and Investor Control

The  Code  requires  that  we  diversify  the  investments  underlying  variable
insurance  contracts.  If the investments  are not properly  diversified and any
remedial  period has passed,  Section 817(h) of the Code provides in general the
contract is immediately 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 taxable income to you for prior and current
earnings,  and  future  earnings  if not  corrected,  even  though  you have not
received any payments under the Policy.

                                       61

<PAGE>

To the extent that any segregated  asset account with respect to a variable life
insurance  contract  invests  exclusively  in  securities  issued  by  the  U.S.
Treasury, the diversification  standard is satisfied. A segregated asset account
underlying  life  insurance  contracts  such as the  Policy  will  also meet the
diversification requirements if, as of the close of each quarter:

o    the  assets  of  the  account  are   diversified  in  accordance  with  the
     diversification rules applicable to regulated investment companies; and

o    not more than 55  percent  of the value of the  assets of the  account  are
     attributable  to cash and cash items  (including  receivables),  Government
     securities and securities of other regulated investment companies.

The diversification requirements may also be met for each if:

o    no more  than 55% of the  value of the total  assets  of the  portfolio  is
     represented by any one investment;

o    no more  than 70% of the  value of the total  assets  of the  portfolio  is
     represented by any two investments;

o    no more  than 80% of the  value of the total  assets  of the  portfolio  is
     represented by any three investments; and

o    no more  than 90% of the  value of the total  assets  of the  portfolio  is
     represented by any four investments.

Generally, each United States government agency or instrumentality is treated as
a separate issuer under these rules.

All securities of the same issuer are generally treated as a single investment.

We intend that each portfolio in which the Subaccounts invest will be managed by
its investment adviser in compliance with these diversification requirements.

                                       62

<PAGE>

A variable life  insurance  policy could fail to be treated as a life  insurance
contract  for tax  purposes if the owner of the policy has such control over the
investments  underlying the policy (e.g., by being able to transfer values among
many  subaccounts  with only limited  restrictions)  so as to be considered  the
owner of the  underlying  investments.  There is some  uncertainty on this point
because no guidelines have been issued by the Treasury  Department.  If and when
guidelines are issued,  we may be required to impose  limitations on your rights
to control investment  designations under the Policy. We do not know whether any
such  guidelines  will be issued  or  whether  any such  guidelines  would  have
retroactive  effect.  We,  therefore,  reserve the right to make changes that we
deem necessary to insure that the Policy qualifies as a life insurance contract.

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 has not issued final
regulations  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 contract.

With  respect to a Policy  issued on the basis of a  standard  rate  class,  the
Company believes 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 you pay the full
amount of premiums permitted under the Policy.

                                       63

<PAGE>

If  subsequent  guidance  issued under  Section 7702 leads us to conclude that a
Policy does not (or may not) satisfy Section 7702, we will take  appropriate and
necessary steps for the purpose of bringing the Policy into  compliance,  but we
can give no  assurance  that it will be  possible  to achieve  that  result.  We
expressly reserve the right to restrict Policy transactions if we determine such
action to be necessary to qualify the Policy as a life insurance contracts under
Section 7702.

Tax Treatment of Policy Benefits In General

This  discussion  assumes  that each  Policy  will  qualify as a life  insurance
contract for federal  income tax purposes under Section 7702. The Life Insurance
Proceeds  under the  Policy  should  be  excluded  from the gross  income of the
Beneficiary.  In addition,  the increases in a Policy's Account Value should not
be  taxed  until  there  has  been a  distribution  from  the  Policy  such as a
surrender, partial surrender or lapse with outstanding loan.

Pre-Death Distribution

The tax  treatment of any  distribution  you receive  before the Last  Surviving
Insured's  death  depends on  whether  the  Policy is  classified  as a modified
endowment contract.

Policies Not Classified as Modified Endowment Contracts

o    If you surrender the Policy or allow it to lapse,  you will be taxed to the
     extent the amount you  receive is in excess of the  premiums  you paid less
     the untaxed portion of any prior withdrawals. For this purpose, you will be
     treated as receiving any portion of the cash surrender  value used to repay
     Policy debt. The tax consequences of a surrender may differ if you take the
     proceeds under an income payment settlement option.

o    Generally,  you will be taxed on a withdrawal  to the extent the amount you
     receive  exceeds  the  premiums  you paid for the Policy  less the  untaxed
     portion   of  any  prior   withdrawals.   However,   under   some   limited
     circumstances,  in  the  first  15  Policy  years,  all or a  portion  of a
     withdrawal  may be taxed  even if total  withdrawals  do not  exceed  total
     premiums paid.

                                       64

<PAGE>

o    Extra premiums for optional  benefits and riders  generally do not count in
     computing the premiums paid for the Policy for the purposes of  determining
     whether a withdrawal is taxable.

o    Loans you take  against the Policy are  ordinarily  treated as debt and are
     not considered distributions subject to tax.

Modified Endowment Contracts

o    The  rules  change if the  Policy is  classified  as a  modified  endowment
     contract (or "MEC").  The Policy could be  classified  as a MEC if premiums
     substantially in excess of scheduled premiums are paid or a decrease in the
     face amount of  insurance is made (or a rider  removed).  The addition of a
     rider or an  increase in the face  amount of  insurance  may also cause the
     Policy to be  classified  as a MEC.  The rules on whether a Policy  will be
     treated as a MEC are very  complex  and cannot be fully  described  in this
     summary.  You should consult a qualified tax adviser to determine whether a
     Policy transaction will cause the Policy to be classified as a MEC. We will
     monitor your Policy and will take steps reasonably  necessary to notify you
     on a timely basis if your Policy is in jeopardy of becoming a MEC.


o    If the Policy is classified  as a MEC, and you fully  surrender the policy,
     you will be taxed to the  extent  the amount  you  receive,  including  any
     portion of the cash surrender value used to repay Policy debt, in excess of
     the  premiums  you paid for the Policy  increased by the amount of any loan
     previously  included  in income and reduced by untaxed  amounts  previously
     received other than the amount of any loans  excludable from income.  Other
     amounts you receive  under the Policy before the Last  Surviving  Insured's
     death,  including  loans and  withdrawals,  are  included  in income to the
     extent that the cash value before  surrender  charges  exceeds the premiums
     paid  for the  Policy  increased  by the  amount  of any  loans  previously
     included in income and reduced by any untaxed amounts  previously  received
     other than the amount of any loans excludable from income. An assignment of
     a MEC is taxable  in the same way.  These  rules  also  apply to  pre-death
     distributions,  including loans, made during the two-year period before the
     time that the Policy became a MEC.

                                       65

<PAGE>

o    Any taxable income on pre-death  distributions  (including full surrenders)
     is subject to a penalty  of 10% unless the amount is  received  on or after
     age 59 1/2, on account of your becoming  disabled or as a life annuity.  It
     is presently  unclear how the penalty tax provisions  apply to the Policies
     owned by businesses.

o    All MECs issued by us to you during the same calendar year are treated as a
     single Policy for purposes of applying these rules.

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 the Code and thus will not be tax  deductible.  In addition,  the
deduction  of interest  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
may also be  subject  to certain  restrictions  set forth in Section  264 of the
Code.  Before taking a Policy loan,  you should  consult a tax adviser as to the
tax  consequences  of such a loan.  (Also  Section 264 of the Code may  preclude
business Owners from deducting premium payments.)

Policy Exchanges and Modifications. Depending on the circumstances, the exchange
of a Policy,  a change in the Policy's  death benefit  option,  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.

Withholding.  We are  required to withhold  federal  income taxes on the taxable
portion of any amounts  received  under the Policy  unless you elect to not have
any  withholding  or in certain  other  circumstances.  You are not permitted to
elect out of withholding if you do not provide a social security number or other
taxpayer identification number. Special withholding rules apply to payments made
to non-resident aliens.

You are liable for payment of federal income taxes on the taxable portion of any
amounts  received  under the Policy.  You may be subject to penalties  under the
estimated  tax rules if your  withholding  and  estimated  tax  payments are not
sufficient.

                                       66

<PAGE>

Generation Skipping Transfer Tax. A transfer of the Policy or the designation of
a beneficiary  who is either 37 1/2 years younger than the Owner or a grandchild
of the Owner may have generation skipping transfer tax consequences.

Possible Charge for the Company's Taxes

At the present  time,  we do not deduct any charges  for any  federal,  state or
local  income  taxes.  However,  we do  currently  deduct  charges for state and
federal premium based taxes and the federal DAC tax. We reserve the right in the
future to deduct a charge for any such tax or other  economic  burden  resulting
from  the  application  of  the  tax  laws  that  we  determine  to be  properly
attributable to the Separate Account or to the Policy.


                                       67

<PAGE>

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


                           Distribution of the 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. (AIGESC) 80 Pine Street, New York, New
York, an affiliate of ours.  AIGESC may also enter into selling  agreements with
other broker dealers that will offer the policy.

Commissions may be paid to registered representatives based on premiums paid for
Policies sold. 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.

Other Policies Issued by the Company

The Company may offer other policies similar to those offered herein.


                                       68

<PAGE>

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


                            About Us and the Accounts

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

The Company

We are a member of the American International Group, Inc.

AIG Life Insurance Company is a stock life insurance company operating under the
laws of the State of Delaware.  It was  incorporated  in 1962. We provide a full
range  of  individual  and  group  life,   disability,   accidental   death  and
dismemberment   policies  and  annuities.   We  are  a  subsidiary  of  American
International  Group, Inc., which is a 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.

Year 2000.

The Year 2000 issue arises from computer programs being written using two digits
rather than four digits to define the  applicable  year.  This could result in a
failure of the information  technology  systems (IT systems) and other equipment
containing  imbedded  technology  (non-IT  systems)  in the year  2000,  causing
disruption of our operations and of our lessees, vendors, or business partners.

We have  developed  a plan to  address  the Year 2000  issue as it  affects  our
internal IT and non-IT systems, and to assess Year 2000 issues relating to third
parties with whom we have critical relationships.

Our plan for addressing internal systems includes:

o    an assessment of internal IT and non-IT systems and
     equipment affected by the Year 2000 issue;

o    definition of strategies to address affected systems and equipment;

o    remediation of identified affected systems and equipment; and

o    internal certification that each internal system is Year 2000 compliant.

                                       69

<PAGE>

We have remediated,  tested and returned to production  substantially all of our
internal IT systems.  We continue to remediate and test internal  non-IT systems
and expect to complete our remediation in 1999.

We have also initiated formal communications with respect to the Year 2000 issue
to those third parties which have significant interaction with us. Currently, we
are unable to ascertain whether all such third parties will successfully address
the Year 2000 issue,  particularly those third parties outside the United States
where it is believed that  remediation  efforts  relating to the Year 2000 issue
may be less advanced. While we expect to have no interruption of operations as a
result of internal IT and non-IT systems, significant uncertainties remain about
the  effect  on us of third  parties  who are not Year 2000  compliant.  We will
continue to monitor third party Year 2000 issue  readiness to determine  whether
additional or alternative  measures may be necessary.  Such measures may include
selecting  alternate  third  parties or other  actions  designed to mitigate the
effects of a third party's lack of preparedness.  There can be no assurance that
unresolved  Year 2000 issues of third  parties will not have a material  adverse
impact on our results of operations,  financial  condition or liquidity.  We are
considering  the effects of Year 2000 related  failures on our business  and, as
the most reasonably likely worst case scenarios become more clearly  identified,
we will develop appropriate contingency plans.

The Separate Account

We established the Separate Account as a separate  investment account on June 5,
1986.  It may be used to support the Policy and other  variable  life  insurance
policies,  and used for  other  permitted  purposes.  The  Separate  Account  is
registered  with the  Securities  and Exchange  Commission as a unit  investment
trust under the federal  securities  laws and qualifies as a "separate  account"
within the meaning of these laws.

Although you may have allocated your Account Values to the  Subaccounts,  you do
not own these assets. You only own your Policy.

We own the assets in the Separate Account.  The Separate Account is divided into
Subaccounts.  The  Subaccounts  available under the Policy invest in shares of a
specific  portfolio of the Anchor Series Trust or SunAmerica Trust. The Separate
Account may include other  Subaccounts  which are not currently  available under
the Policy.

                                       70

<PAGE>

Income, gains and losses,  realized or unrealized,  of a Subaccount are credited
to or charged against the Subaccount  without regard to any of our other income,
gains or losses.  Assets equal to the reserves  and other  contract  liabilities
with respect to each Subaccount are not chargeable with liabilities  arising out
of any of our other  businesses or separate  accounts.  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 Policy.


Rights we have reserved.

We have reserved certain rights regarding the Separate Account. We will exercise
these rights only in compliance with all applicable regulatory requirements.  We
have the right to:

o    Change, add or delete designated investment options.

o    Add or remove Subaccounts.

o    Withdraw  assets of a class of policies to which the Policy  belongs from a
     Subaccount and put them in another Subaccount.

o    Combine any two or more Subaccounts.

o    Register  other separate  accounts or deregister the Separate  Account with
     the Securities and Exchange Commission.

o    Run the Separate Account under the direction of a committee,  and discharge
     such committee at any time.

o    Restrict or eliminate  any voting  rights of Owners,  or other  persons who
     have voting rights as to the Separate Account.

o    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
     investments that are legal, as determined by our own or outside counsel.

                                       71

<PAGE>

We will not change any investment policy of a Subaccount of our Separate Account
unless  approved by the  Commissioner  of  Insurance of the State of Delaware or
deemed approved in accordance with such law or regulation.  Any approval process
is on file with the insurance  supervisory official of the jurisdiction in which
this Policy is delivered.

If any change we make results in a material change in the underlying investments
of a  Subaccount,  we will notify you of such change.  If you have value in that
Subaccount:

o    We will transfer it at your written direction from that Subaccount (without
     charge) to another Subaccount or to the Guaranteed Account, and

o    You may then change your premium allocation percentages.

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  portfolios.
However,  as required by law,  we will vote  shares held in the  Subaccounts  at
regular and special  meetings of  shareholders  of the  portfolios in accordance
with  instructions we receive from Owners with Account Value in the Subaccounts.
If  allowed  by law or  required  by law we may vote  shares  of the  portfolios
without obtaining instructions or in disregard to instructions we have received.
If we ever disregard voting instructions,  we will advise you of that action and
our reasons for such action in the next semiannual report.

The Guaranteed Account

The Guaranteed  Account is an account within the general account of the Company.
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.

                                       72

<PAGE>

We have not registered:

o    Interests in the Guaranteed Account under the Securities Act of 1933, and

o    the Guaranteed Account as an investment company.

The  staff of the  Securities  and  Exchange  Commission  has not  reviewed  our
disclosure on the Guaranteed  Account.  Our disclosure  regarding the Guaranteed
Account  must  comply  with  generally  applicable  provisions  of  the  federal
securities laws relating to the accuracy and  completeness of statements made in
a prospectus.

                                       73

<PAGE>

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

                      Our Directors and Executive Officers

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

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.


                                                       Principal Business
                                                       Affiliations and
                                                       Principal Occupations
Name and Address             Office                    During Past Five Years

Michele L. Abruzzo           Director, Senior          Senior Vice President of
80 Pine Street               Executive                 American International
New York, NY 10005           Vice President            Life Assurance Company
                                                       of New York

Paul S. Bell                 Director, Sr. Vice        Sr. Vice President and
One Alico Plaza              President and Chief       Actuary of American
600 King Street              Actuary                   International Life
Wilmington, DE 19801                                   Assurance Company of
                                                       New York

Maurice R. Greenberg         Director                  Director, Chairman and
70 Pine Street                                         Chief Executive Officer
New York, NY 10270                                     AIG, Inc.

Howard E. Gunton, Jr.        Chief Financial Officer,  Sr. Vice President and
One Alico Plaza              Senior Vice President     Comptroller of American
600 King Street                                        International Life
Wilmington, DE 19801                                   Assurance Company of
                                                       New York

Edward Easton Matthews       Director, Senior Vice     Vice Chairman of
70 Pine Street               President                 Investments and Financial
New York, NY 10270                                     Services of AIG, Inc.

Jerome T. Muldowney          Director, Senior Vice     Senior Vice President of
175 Water Street             President                 American International
New York, NY 10038                                     Life Assurance Company
                                                       of New York, Senior
                                                       Managing Director of AIG
                                                       Global Investment Corp.


                                       74

<PAGE>

                                                       Principal Business
                                                       Affiliations and
                                                       Principal Occupations
Name and Address             Office                    During Past Five Years

Robinson K. Nottingham       Director, Chairman of the Chairman of the Board and
70 Pine Street               Board                     Chief Executive Officer
New York, NY 10270                                     of American International
                                                       Life Insurance Company
                                                       (ALICO)

Nicholas A. O'Kulich         Director, Vice Chairman,  Vice President, Sr. Vice
70 Pine Street               Treasurer                 President of AIG, Inc.
New York, NY 10270

Howard Ian Smith             Director                  Director, Executive Vice
70 Pine Street                                         President,Chief Financial
New York, NY 10270                                     Officer and Comptroller
                                                       of AIG, Inc.

Edmund Sze-Wing Tse          Director                  Vice Chairman of AIG,
70 Pine Street                                         Inc.
New York, NY 10270
Elizabeth M. Tuck            Secretary                 Secretary and Assistant
70 Pine Street                                         Secretary of AIG, Inc.,
New York, NY 10270                                     and certain affiliates

Gerald Walter Wyndorf        Director, Chief Executive Executive Vice President
80 Pine Street               Officer and President     of American International
New York, NY 10038                                     Life Assurance Company
                                                       of New York


                                       75

<PAGE>


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


                                Other Information

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

State Regulation

We are  subject to the laws of Delaware  governing  insurance  companies  and to
regulation by the Delaware Insurance Department.  We file an annual statement in
a prescribed form with the Insurance Department each year covering our operation
for the  preceding  year and our  final  condition  as of the end of such  year.
Regulation  by  the  Insurance  Department  includes  periodic  examinations  to
determine our Policy  liabilities and reserves so that the Insurance  Department
may certify the items are correct.  Our 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, we are subject to regulation under the insurance laws
of other jurisdictions in which we may operate.

Legal Proceedings

There are no legal  proceedings  to which the Separate  Account or the principal
underwriter  is a party.  We are engaged in various kinds of routine  litigation
which, in our opinion,  are not of material  importance in relation to our total
capital and surplus.


Experts


Our financial statements (AIG Life Insurance Company as of December 31, 1998 and
1997 and for the years ended  December  31,  1998,  1997 and 1996;  and AIG Life
Insurance  Company Variable Account II as of December 31, 1998 and for the years
ended  December  31, 1998 and  1997)which  appear in this  Prospectus  have been
audited by PricewaterhouseCoopers LLP, 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.


                                       76

<PAGE>

Legal Matters

Legal matters  relating to the federal  securities laws are being passed upon by
the firm of Jorden Burt Boros  Cicchetti  Berenson & Johnson LLP of  Washington,
D.C.

Published Ratings

We may occasionally publish in advertisements,  sales literature and reports the
ratings and other information  assigned to us 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 rating  organization's  opinion of our
financial  strength and should not be  considered  as bearing on the  investment
performance of assets held in the Separate Account.

The ratings are not  recommendations  to purchase our 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  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.



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

                              Financial Statements

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




                                       77

<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, 1998, 1997 AND 1996


<PAGE>
Report of Independent Accountants

To the Stockholders and Board of Directors
AIG Life Insurance Company

In our opinion,  the accompanying  balance sheets and the related  statements of
income,  capital funds, cash flows, and comprehensive  income present fairly, in
all material  respects,  the financial position of AIG Life Insurance Company (a
wholly-owned  subsidiary of American  International Group, Inc.) at December 31,
1998 and 1997,  and the results of its operations and its cash flows for each of
the three years in the period  ended  December  31,  1998,  in  conformity  with
generally accepted  accounting  principles.  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 of these  statements  in  accordance  with  generally  accepted  auditing
standards which 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,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for the opinion expressed above.






February 5, 1999




<PAGE>

                           AIG LIFE INSURANCE COMPANY
                                 BALANCE SHEETS
                                 (in thousands)
<TABLE>


                                                                           December31,         December 31,
                                                                              1998                  1997
Assets
<S>                                                                         <C>                   <C>
Investments and cash:
     Fixed maturities:
        Bonds available for sale, at market value                           $ 4,238,045           $ 2,984,255
        (cost: 1998 - $4,081,008: 1997 - $2,826,088)
     Equity securities:
        Common stock
        (cost: 1998 - $901: 1997 - $1,381)                                        2,410                 2,775
         Preferred stock
        (cost: 1998 - $18,250 : 1997 - $250)                                     19,338                   250
Mortgage loans on real estate, net                                              468,342               350,823
Real estate, net of accumulated
 depreciation of $4,351 in 1998; and $4,740 in 1997                              13,002                15,940
Policy loans                                                                  1,010,969             1,496,837
Other invested assets                                                            81,916                56,219
Short-term investments                                                          163,704               667,912
Cash                                                                              4,788                 5,132
                                                                         --------------         -------------

    Total investments and cash                                                6,002,514             5,580,143


Amounts due from related parties                                                 17,330                11,446
Investment income due and accrued                                                94,029                85,135
Premium and insurance balances receivable-net                                    56,583                46,937
Reinsurance assets                                                               72,044                60,744
Deferred policy acquisition costs                                               167,840               118,535
Federal income tax receivable                                                     4,207                     -
Separate and variable accounts                                                1,971,280             1,204,643
Other assets                                                                      6,228                 4,855
                                                                         --------------         -------------

                                    Total assets                            $ 8,392,055           $ 7,112,438
                                                                             ==========            ==========

</TABLE>

                 See accompanying notes to financial statements.


<PAGE>

                           AIG LIFE INSURANCE COMPANY
                                 BALANCE SHEETS
                      (in thousands, except share amounts)

<TABLE>
                                                                         December 31,           December 31,
                                                                            1998                   1997
Liabilities
<S>                                                                         <C>                   <C>
  Policyholders' funds on deposit                                           $ 4,472,854             $ 3,745,902
  Future policy benefits                                                      1,002,244                 749,918
  Reserve for unearned premiums                                                  21,468                  24,108
  Policy and contract claims                                                    200,193                 199,069
  Reserve for commissions, expenses and taxes                                    25,702                  16,103
  Insurance balances payable                                                     56,263                  47,372
  Amounts due to related parties                                                  4,119                   3,945
  Federal income tax payable                                                          -                   1,684
  Deferred income taxes                                                          56,519                  37,498
  Separate and variable accounts                                              1,971,280               1,204,643
  Minority interest                                                               5,987                   6,067
  Other liabilities                                                              59,189                 621,585
                                                                          -------------            ------------


                                    Total liabilities                         7,875,818               6,657,894
                                                                            -----------             -----------


Capital funds


  Common stock, $5 par value; 1,000,000 shares
       authorized; 976,703 shares issued and
       outstanding                                                                4,884                   4,884
  Additional paid-in capital                                                    153,283                 153,283
  Retained earnings                                                             236,521                 181,887
  Accumulated other comprehensive income                                        121,549                 114,490
                                                                           ------------           -------------


                                    Total capital funds                         516,237                 454,544
                                                                           ------------            ------------


Total liabilities and capital funds                                         $ 8,392,055             $ 7,112,438
                                                                             ==========              ==========

</TABLE>

                 See accompanying notes to financial statements.


<PAGE>

                           AIG LIFE INSURANCE COMPANY
                              STATEMENTS OF INCOME
                                 (in thousands)
<TABLE>

                                                                             Years ended December 31,

                                                          1998                        1997                      1996
                                                         ---------               --------------            -------------
<S>                                                    <C>                       <C>                      <C>
Revenues:
  Premiums                                              $  616,964                 $   437,650              $   394,480
  Net investment income                                    457,148                     381,868                  504,661
  Realized capital (losses)                                   (334)                     (3,025)                     (51)
                                                     -------------               -------------           -------------


                  Total revenues                         1,073,778                     816,493                  899,090
                                                         ---------                 -----------               ----------


Benefits and expenses:
  Benefits to policyholders                                272,368                     188,969                  189,933
  Increase in future policy benefits
   and policyholders' funds on deposit                     547,100                     397,481                  495,529
  Acquisition and insurance expenses                       168,075                     163,533                  161,841
                                                        ----------                 -----------               ----------

                  Total benefits and expenses              987,543                     749,983                  847,303
                                                        ----------                 -----------               ----------


Income before income taxes                                  86,235                      66,510                   51,787
                                                       -----------                ------------               ----------

Income taxes (benefits):
   Current                                                  16,218                      20,059                   25,087
   Deferred                                                 15,220                       3,964                   (5,486)
                                                       -----------               -------------              -----------

      Total income taxes                                    31,438                      24,023                   19,601
                                                       -----------                 -----------               ----------

Net income before minority interest                         54,797                      42,487                   32,186
Minority interest income (loss)                               (163)                       (128)                     154
                                                      ------------                -------------            ------------

Net income                                             $    54,634                 $    42,359              $    32,340
                                                        ==========                  ==========               ==========
</TABLE>


                 See accompanying notes to financial statements.

<PAGE>

                           AIG LIFE INSURANCE COMPANY
                           STATEMENTS OF CAPITAL FUNDS
                                 (in thousands)

<TABLE>

                                                                         Years ended December 31,

                                                           1998                   1997                      1996
                                                       ------------           ------------             -------------
<S>                                                    <C>                       <C>                      <C>
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:                               153,283                123,283                  123,283
Capital contribution                                              -                 30,000                        -
                                                    ---------------             ----------           --------------
Balance at end of year                                      153,283                153,283                  123,283
                                                          ---------              ---------                ---------


Retained earnings

 Balance at beginning of year                               181,887                139,528                  107,188
 Net income                                                  54,634                 42,359                   32,340
                                                         ----------             ----------              -----------

 Balance at end of year                                     236,521                181,887                  139,528
                                                          ---------              ---------               ----------

Accumulated other comprehensive income

 Balance at beginning of year                               114,490                 62,814                   87,673
 Unrealized appreciation (depreciation) of
     investments - net of reclassification
     adjustments                                             10,860                 79,497                  (50,245)
 Deferred income tax (expense) benefit on
     changes                                                 (3,801)               (27,821)                  25,386
                                                        -----------             ----------               ----------

  Balance at end of year                                    121,549                114,490                   62,814
                                                          ---------              ---------               ----------



               Total capital funds                       $  516,237             $  454,544              $   330,509
                                                          =========              =========               ==========

</TABLE>

                 See accompanying notes to financial statements.



<PAGE>

                           AIG LIFE INSURANCE COMPANY
                            STATEMENTS OF CASH FLOWS
                                 (in thousands)
<TABLE>


                                                                                     Years ended December 31,

                                                                            1998               1997              1996
                                                                         -----------        ----------       ------------
<S>                                                                      <C>             <C>                <C>
Cash flows from operating activities:
 Net income                                                              $   54,634      $     42,359       $      32,340
                                                                          ---------       -----------        ------------

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                                               250,810           121,325              72,151
 Change in premiums and insurance balances
  receivable and payable -net                                                  (753)           (5,346)             11,782
 Change in reinsurance assets                                               (11,301)          157,710             (10,627)
 Change in deferred policy acquisition costs                                (49,305)          (34,248)            (23,662)
 Change in investment income due and accrued                                 (8,894)           22,133             135,480
 Realized capital losses                                                        334             3,025                  51
 Change in current and deferred income taxes -net                             9,330             2,689              (7,133)
 Change in reserves for commissions, expenses and taxes                       9,599            13,243             (21,274)
 Change in other assets and liabilities - net                               (61,575)           69,582              12,733
                                                                         -----------      -----------        ------------
         Total adjustments                                                  138,245           350,113             169,501
                                                                          ---------        ----------         -----------
 Net cash provided by operating activities                                  192,879           392,472             201,841
                                                                          ---------        ----------         -----------

Cash flows from investing activities:
 Cost of fixed maturities at market, sold                                   282,756            23,816              40,098
 Cost of fixed maturities at market, matured or redeemed                    340,435           153,963             124,621
 Cost of equity securities sold                                               1,039             3,676               2,607
 Cost of real estate sold                                                     2,585                 -                   -
 Realized capital gains                                                       1,666             1,975                 (51)
 Purchase of fixed maturities                                            (1,865,768)         (804,262)           (524,245)
 Purchase of equity securities                                              (18,559)           (1,750)             (1,678)
 Purchase of real estate                                                       (341)             (413)               (881)
 Mortgage loans granted                                                    (202,484)          (87,690)            (74,590)
 Repayments of mortgage loans                                                83,035            29,298              16,416
 Change in policy loans                                                     485,868           377,124           1,087,765
 Change in short-term investments                                           504,208          (567,876)            102,616
 Change in other invested assets                                            (11,706)            6,294              11,002
 Other - net                                                                (27,908)           11,917                 (38)
                                                                         ----------       -----------      --------------

  Net cash (used in) provided by investing activities                      (425,174)         (853,928)            783,642
                                                                          ----------       -----------         ----------

Cash flows from financing activities:
 Change in policyholders' funds on deposit                                  231,951           430,808            (980,835)
 Proceeds from capital contribution                                           -                30,000                -
                                                                    ---------------       -----------   -----------------
   Net cash provided by (used in) financing activities                      231,951           460,808            (980,835)
                                                                          ---------        ----------         ------------

Change in cash                                                                 (344)             (648)              4,648
Cash at beginning of year                                                     5,132             5,780               1,132
                                                                       ------------      ------------       -------------
Cash at end of year                                                    $      4,788     $       5,132      $        5,780
                                                                        ===========      ============       =============
</TABLE>


                 See accompanying notes to financial statements.

<PAGE>

                           AIG LIFE INSURANCE COMPANY
                       STATEMENTS OF COMPREHENSIVE INCOME
                                 (in thousands)

<TABLE>

                                                                         Years ended December 31,

                                                           1998                   1997                      1996
                                                       ------------           ------------             -------------
<S>                                                    <C>                   <C>                      <C>
Comprehensive income

Net income                                            $      54,634          $      42,359             $     32,340
                                                       ------------           ------------              -----------



Other comprehensive income

Unrealized appreciation (depreciation) of
  investments - net of reclassification
  adjustments                                                10,860                 79,497                  (50,245)
 Changes due to deferred income tax benefit
       (expense) on changes and
       future policy benefits                                (3,801)               (27,821)                  25,386
                                                       ------------           -------------             -----------

  Other comprehensive income                                  7,059                 51,676                  (24,859)
                                                       ------------           ------------              -----------

 Comprehensive income                                  $     61,693           $     94,035            $       7,481
                                                        ===========            ===========             ============



</TABLE>



                 See accompanying notes to financial statements.


<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.  Interest  income with
          respect to fixed maturity securities is accrued currently. Included in
          fixed  maturities  available  for  sale  are  collateralized  mortgage
          obligations  (CMOs).  Premiums and discounts arising from the purchase
          of CMOs are treated as yield  adjustments  over their  estimated life.
          Common and  non-redeemable  preferred  stocks  are  carried at current
          market value. Dividend income is generally recognized when receivable.
          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  as a  separate
          component of  comprehensive  income,  net of deferred income taxes and
          future policy benefits in capital funds currently.

          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.   Interest  income  on  such  loans  is  accrued
          currently.
<PAGE>
1.   Summary of Significant Accounting Policies - (continued)

     (b)  Investments: (continued)

          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.

          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 as a
          separate  component of  comprehensive  income,  net of deferred income
          taxes in capital funds currently.

     (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.

<PAGE>

1.   Summary of Significant Accounting Policies - (continued)

     (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.

     (h)  Accounting Standards:

          In June 1997, the Financial  Accounting  Standards Board (FASB) issued
          Statement  of  Financial   Accounting  Standards  No.  130  "Reporting
          Comprehensive Income" (FASB 130) and Statement of Financial Accounting
          Standards No. 131  "Disclosure  about  Segments of an  Enterprise  and
          Related Information" (FASB 131).

          FASB 130 establishes standards for reporting  comprehensive income and
          its components in a full set of general purpose financial  statements.
          FASB 130 was effective for the Company as of January 1, 1998. FASB 130
          had no  impact  on the  Company's  results  of  operations,  financial
          condition or liquidity.

          FASB 131  establishes  standards for the way companies are required to
          disclose   information  about  their  operating   segments  in  annual
          financial  statements and in interim  financial  statements.  FASB 131
          establishes,  where practicable,  standards with respect to geographic
          areas,  among other things.  Certain  descriptive  information is also
          required.  FASB 131 has been  adopted for the year ended  December 31,
          1998 by the Parent, whose operations are conducted principally through
          three  business  segments:   General  Insurance,  Life  Insurance  and
          Financial Services. All operations of the Company fall within the Life
          Insurance segment.

          In  February  1998,  FASB issued  Statement  of  Financial  Accounting
          Standards No. 132  "Employers'  Disclosures  about  Pensions and Other
          Postretirement  Benefits" (FASB 132). This statement  requires revised
          disclosures about pension and other  postretirement  benefit plans and
          does not change the  measurement or recognition of these plans.  Also,
          FASB 132  requires  additional  information  on changes in the benefit
          obligations and fair values of plan assets. FASB 132 was effective for
          the year ended  December  31, 1998 and has been adopted by the Parent.
          Information regarding the pension and postretirement  benefit plans is
          not computed on a subsidiary basis, but rather on a consolidated basis
          for all subsidiaries of the Parent and, accordingly,  is not presented
          herein.

          In June 1998, FASB issued Statement of Financial  Accounting Standards
          No. 133 "Accounting for Derivative Instruments and Hedging Activities"
          (FASB 133).  This  statement  requires  the Company to  recognize  all
          derivatives  in  the   consolidated   balance  sheet  measuring  these
          derivatives at fair value.  The  recognition of the change in the fair
          value of a derivative  depends on a number of factors,  including  the
          intended use of the derivative.  The Company  believes that the impact
          of FASB 133 on its  results  of  operations,  financial  condition  or
          liquidity will not be significant.  FASB 133 is effective for the year
          commencing January 1, 2000.

          In December 1997, the Accounting  Standards Executive Committee of the
          American  Institute of Certified  Public  Accountants  (AcSEC)  issued
          Statement of Position  (SOP) 97-3,  "Accounting by Insurance and Other
          Enterprises  for   Insurance-Related   Assessments."   This  statement
          provides   guidance   for   the   recording   of   a   liability   for
          insurance-related assessments. The statement requires that a liability
          be recognized in certain defined  circumstances.  The Company believes
          that the  impact  of this  statement  on its  results  of  operations,
          financial  condition  or  liquidity  will  not  be  significant.  This
          statement is effective for the year commencing January 1, 1999.


<PAGE>


1.   Summary of Significant Accounting Policies - (continued)

     (h)  Accounting Standards - (continued):

          In  October  1998,  AcSEC  issued  SOP  98-7,   "Deposit   Accounting:
          Accounting  for  Insurance  and  Reinsurance  Contracts  That  Do  Not
          Transfer Insurance Risk." This statement identifies several methods of
          deposit  accounting and provides  guidance on the  application of each
          method. This statement classifies insurance and reinsurance  contracts
          for which the deposit  method is  appropriate  as  contracts  that (i)
          transfer only significant  timing risk, (ii) transfer only significant
          underwriting  risk,  (iii)  transfer  neither  significant  timing nor
          underwriting  risk, and (iv) have an  indeterminate  risk. The Company
          believes  that  the  impact  of  this  statement  on  its  results  of
          operations,  financial condition or liquidity will not be significant.
          This statement is effective for the year  commencing  January 1, 2000.
          Restatement  of  previously   issued   financial   statements  is  not
          permitted.

     (i)  The financial  statements for 1997 and 1996 have been  reclassified to
          conform to the 1998 presentation.

2.   Investment Information

     (a)  Statutory Deposits: Securities with a carrying value of $2,448,000 and
          $2,454,000  were  deposited  by  the  Company  under  requirements  of
          regulatory authorities as of December 31, 1998 and 1997, respectively.

     (b)  Net  Investment  Income:  An analysis of net  investment  income is as
          follows (in thousands):

<TABLE>
                                                            Years ended December 31,
                                                       1998              1997             1996

<S>                                                 <C>               <C>              <C>
        Fixed maturities                            $284,267          $200,097         $164,548
        Equity securities                                622                58              219
        Mortgage loans                                36,464            28,714           22,797
        Real estate                                    2,406             2,254            2,125
        Policy loans                                 120,927           148,555          314,020
        Cash and short-term investments                9,346             3,582            2,924
          Other invested assets                        8,015             2,380            2,549
                                                   ---------         ---------        ---------
                  Total investment income            462,047           385,640          509,182
        Investment expenses                            4,899             3,772            4,521
                                                   ---------         ---------        ---------

                  Net investment income             $457,148          $381,868         $504,661
                                                     =======           =======          =======


</TABLE>
<PAGE>


2.   Investment Information - (continued)

     (c)  Investment  Gains and Losses:  The net realized capital gains (losses)
          and change in unrealized  appreciation  (depreciation)  of investments
          for 1998, 1997 and 1996 are summarized below (in thousands):

<TABLE>
                                                                                       Years ended December 31,
                                                                                 1998              1997            1996
<S>                                                                           <C>              <C>           <C>
    Net realized (losses) gains on investments:
        Fixed maturities                                                      $     -            $    -        $      (79)
        Equity securities                                                           84             1,975               28
        Mortgage loans                                                          (2,000)           (5,000)               -
        Real estate                                                              1,561                 -                -
        Other invested assets                                                       21                 -                -
                                                                             ---------       -----------     ------------
        Net realized gains                                                    $   (334)         $ (3,025)     $       (51)
                                                                               =======           =======       ==========

    Change in unrealized appreciation (depreciation) of investments:
          Fixed maturities                                                   $  (1,131)          $77,422         $(58,659)
        Equity securities                                                        1,203              (626)           1,517
          Other invested assets                                                 10,788             2,701            6,897
                                                                             ---------           -------        ---------
        Net change in unrealized appreciation
          (depreciation) of investments                                      $  10,860           $79,497         $(50,245)
                                                                              ========            ======          =======

</TABLE>

     Proceeds from the sale of investments in fixed maturities during 1998, 1997
     and 1996 were $282,756,000, $23,816,000, and $40,098,000, respectively.

     During  1998,  1997  and  1996,  gross  gains  of  $0,  $0,  and  $176,000,
     respectively, and gross losses of $0, $0, and $255,000,  respectively, were
     realized on dispositions of fixed maturity investments.

     During  1998,  1997 and  1996,  gross  gains of  $84,000,  $1,975,000,  and
     $28,000, respectively, were realized on disposition of equity securities.

(d)  Market  Value  of  Fixed   Maturities   and  Unrealized   Appreciation   of
     Investments:  At December  31, 1998 and 1997,  unrealized  appreciation  of
     investments in equity securities  (before  applicable taxes) included gross
     gains of  $2,854,000  and  $1,530,000  and  gross  losses of  $257,000  and
     $136,000, respectively.

     The amortized  cost and estimated  market  values of  investments  in fixed
     maturities at December 31, 1998 and 1997 are as follows (in thousands):

<TABLE>
                                                                              Gross            Gross
        1998                                              Amortized         Unrealized        Unrealized      Market
        ----                                               Cost               Gains            Losses          Value
<S>                                                    <C>              <C>             <C>               <C>
        Fixed maturities:
          U.S. Government and government
              agencies and authorities                   $   50,617     $      19,220   $          10     $    69,827
          States, municipalities and
              political subdivisions                        370,790            23,962           4,961         389,791
          Foreign governments                                30,431             7,201             -            37,632
          All other corporate                             3,629,170           156,316          44,691       3,740,795
                                                          ---------        ----------       ---------       ---------

        Total fixed maturities                           $4,081,008       $   206,699      $   49,662      $4,238,045
                                                          =========        ==========       =========       =========
</TABLE>
<PAGE>

2.   Investment Information - (continued)

<TABLE>
                                                                              Gross            Gross
        1997                                              Amortized         Unrealized        Unrealized      Market
        ----                                               Cost               Gains            Losses          Value
<S>                                                    <C>              <C>             <C>               <C>
        Fixed maturities:
          U.S. Government and government
              agencies and authorities                   $   42,866       $    14,667    $      -          $  57,533
          States, municipalities and
              political subdivisions                        371,477            21,481             252         392,706
          Foreign governments                                30,168             4,887           -              35,055
          All other corporate                             2,381,577           125,382           7,998       2,498,961
                                                          ---------        ----------      ----------       ---------

        Total fixed maturities                           $2,826,088       $   166,417     $     8,250      $2,984,255
                                                          =========        ==========      ==========       =========
</TABLE>

          The  amortized  cost and estimated  market value of fixed  maturities,
          available for sale at December 31, 1998, 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>
                                                                                       Estimated
                                                              Amortized                 Market
                                                                Cost                    Value

<S>                                                          <C>                    <C>
        Due in one year or less                              $   139,701            $   144,918
        Due after one year through five years                  1,097,111              1,136,468
        Due after five years through ten years                 1,538,510              1,586,346
        Due after ten years                                    1,305,686              1,370,313
                                                              ----------              ---------

                                                             $ 4,081,008             $4,238,045
                                                               =========              =========
</TABLE>

     (e)  CMOs: CMOs are U.S. Government and Government agency backed and triple
          A-rated  securities.  CMOs  are  included  in  other  corporate  fixed
          maturities. At December 31, 1998 and 1997, the market value of the CMO
          portfolio  was  $522,844,000  and  $445,739,000,   respectively;   the
          estimated  amortized cost was  approximately  $504,077,000 in 1998 and
          $426,760,000   in  1997.   The  Company's  CMO  portfolio  is  readily
          marketable.  There  were no  derivative  (high  risk)  CMO  securities
          contained in the portfolio at December 31, 1998.

     (f)  Fixed  Maturities  Below  Investment  Grade:  At December 31, 1998 and
          1997,  the  fixed  maturities  held by the  Company  that  were  below
          investment  grade had an aggregate  amortized cost of $344,609,000 and
          $242,573,000,   respectively,   and  an  aggregate   market  value  of
          $327,217,000 and $244,417,000, 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  company  exceeded 10% of the Company's total capital
          funds at December 31, 1998 (in thousands):

          Other Invested Assets:
          Equity Linked Investors II, L.P.              $   60,271


<PAGE>

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).

                                                  Years ended December 31,
                                            1998          1997           1996
        Balance at beginning of year     $118,535       $84,287        $60,625
        Acquisition costs deferred         71,430        50,927         43,534
        Amortization charged to income    (22,125)      (16,679)       (19,872)
                                         --------      --------         ------
        Balance at end of year           $167,840      $118,535        $84,287
                                          =======       =======         ======

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, 1998 and 1997 follows (in thousands):

<TABLE>
                                                            1998                     1997
                                                        -----------               ----------
<S>                                                    <C>                        <C>
        Future Policy Benefits:
        Long duration contracts                        $   987,503                $   740,969
        Short duration contracts                            14,741                      8,949
                                                       -----------               ------------
                                                        $1,002,244                $   749,918
                                                         =========                 ==========

        Policyholders' funds on deposit:
        Annuities                                     $  1,385,203              $   1,265,490
        Universal life                                     184,460                    149,202
        Guaranteed investment contracts (GICs)             669,035                    379,049
        Corporate owned life insurance                   2,229,843                  1,948,558
           Other investment contracts                        4,313                      3,603
                                                      ------------               ------------
                                                      $  4,472,854              $   3,745,902
                                                      ============               ============
</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   (exclusive   of   immediate/terminal   funding
               annuities),  which vary by year of issuance and  products,  range
               from 3.0  percent  to 10.0  percent  within  the  first 20 years.
               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 surrender  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 10.1 percent.

<PAGE>


4.  Future Policy Benefits and Policyholders' Funds on Deposit - (continued)

     (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 3.0  percent to 7.1  percent.  Credited
               interest rate  guarantees are generally for a period of one year.
               Withdrawal  charges  generally  range  from 3.0  percent  to 10.0
               percent grading to zero over a period of 5 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 4.7  percent to 8.1  percent  and
               maturities range from 1 to 20 years.

          (iii)Interest rates on  corporate-owned  life  insurance  business are
               guaranteed at 4.0 percent and the weighted  average rate credited
               in 1998 was 7.0 percent.

          (iv) The  universal  life funds,  exclusive  of  corporate  owned life
               insurance  business,  have credited interest rates of 5.6 percent
               to 7.5 percent  and  guarantees  ranging  from 3.5 percent to 5.5
               percent depending on the year of issue.  Additionally,  universal
               life funds are subject to  surrender  charges that amount to 11.0
               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 1998,  1997 and  1996.  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>

                                                                       Years ended December 31,
                                         -------------------------------------------------------------------------------------
                                                   1998                        1997                       1996
                                         -----------------------       -----------------------   ------------------------
                                               Percent                      Percent                    Percent
                                                  of                            of                        of
                                               pre-tax                      pre-tax                    pre-tax
                                             operating                     operating                 operating
                                         Amount         Income             Amount    Income          Amount    Income
<S>                                        <C>            <C>           <C>          <C>           <C>           <C>
        "Expected" income tax
             expense                       $ 30,183       35.0%         $ 23,279     35.0%         $ 18,125      35.0%
        Prior year federal
             income tax benefit                 268         0.3               (6)           -           (51)     (0.1)
          State income tax                      599        0.7               673      1.0               850       1.6
        Other                                   388        0.5                77      0.1               677       1.3
                                           --------    -------        ----------    -----         ---------     -----
        Actual income tax expense           $31,438       36.5%         $ 24,023     36.1%         $ 19,601      37.8%
                                             ======     ======           =======     ====           =======      ====


</TABLE>
<PAGE>

5.   Income Taxes - (continued)

     (b)  The  components of the net deferred tax liability  were as follows (in
          thousands):
<TABLE>

                                                             Years ended December 31,
                                                             1998                     1997
<S>                                                      <C>                     <C>
    Deferred tax assets:
        Adjustment to life reserves                      $   59,903              $    51,992
        Adjustments to mortgage loans and
              investment income due and accrued               4,913                    4,250
        Adjustment to policy and contract claims              5,456                    8,816
        Other                                                 2,406                    4,292
                                                         ----------                ---------
                                                             72,678                   69,350
                                                          ---------                 --------
    Deferred tax liabilities:
        Deferred policy acquisition costs                $   55,308              $    37,559
        Unrealized appreciation on investments               65,445                   61,644
        Bond discount                                         4,911                    4,843
        Other                                                 3,533                    2,802
                                                         ----------              -----------
                                                            129,197                  106,848
                                                           --------                ---------

        Net deferred tax liability                       $   56,519               $   37,498
                                                          =========                =========

</TABLE>
     (c)  At December 31, 1998,  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 1998,  1997,  and 1996  amounted to  $21,184,000,
          $20,311,000, and $25,412,000, respectively.

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.

     During 1997, the Company entered into a partnership  agreement with Private
     Equity  Investors  III,  L.P.  The  agreement  requires the Company to make
     capital   contributions   totaling  $50,000,000.   Contributions   totaling
     $10,963,000 have been made through December 31, 1998.

     During 1998, the Company entered into a partnership  agreement with Sankaty
     High Yield Asset Partners,  L.P. The agreement requires the Company to make
     capital   contributions   totaling   $2,500,000.   Contributions   totaling
     $1,868,000 have been made through December 31, 1998.

<PAGE>

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.

          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>

        1998                                       Fair             Carrying
                                                   Value             Amount
<S>                                           <C>                  <C>
        Cash and short-term investments       $    168,492         $    168,492
        Fixed maturities                         4,238,045            4,238,045
        Equity securities                           21,748               21,748
        Mortgage and policy loans                1,500,447            1,479,311

        Policyholders' funds on deposit        $ 4,554,644          $ 4,472,854

        1997                                       Fair             Carrying
                                                   Value             Amount
        Cash and short-term investments       $    673,044         $    673,044
        Fixed maturities                         2,984,255            2,984,255
        Equity securities                            3,025                3,025
        Mortgage and policy loans                1,868,449            1,847,660
          Interest rate cap                          -                       19

        Policyholders' funds on deposit        $ 3,777,435          $ 3,745,902

</TABLE>
<PAGE>
8.  Capital Funds

     (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 $35,350,000 during 1998,  however,  no
          dividends were paid during the year.

     (b)  The Company's capital funds as determined in accordance with statutory
          accounting  practices  was  $298,047,000  at  December  31,  1998  and
          $285,350,000  at December 31, 1997.  Statutory net income  amounted to
          $28,789,000,  $35,350,000  and  $47,074,000  for 1998,  1997 and 1996,
          respectively.

     (c)  During 1997, the Company received a $30,000,000  surplus  contribution
          from American International Group Inc., the parent.

     (d)  Statement of Accounting Standards No. 130 "Comprehensive Income" (FASB
          130) was adopted by the Company  effective  January 1, 1998.  FASB 130
          establishes  standards  for  reporting  comprehensive  income  and its
          components as part of capital funds. The reclassification  adjustments
          with  respect  to  available  for  sale  securities  were  $(334,000),
          $(3,025,000)  and  $(51,000)  for December  31,  1998,  1997 and 1996,
          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. 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,  1998,  1997  and  1996  were  approximately   $272,000,
          $373,000,  and  $400,000,  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, 1998 by
          $100,000,000.

          The Parent has adopted a  Supplemental  Executive  Retirement  Program
          (Supplemental  Plan) to  provide  additional  retirement  benefits  to
          designated executives and key employees.  Under the Supplemental Plan,
          the  annual  benefit,  not to  exceed  60  percent  of  average  final
          compensation,  accrues at a percentage of average final pay multiplied
          for each year of credited  service  reduced by any  benefits  from the
          current and any predecessor retirement plans, Social Security, if any,
          and  from  any  qualified   pension  plan  of  prior  employers.   The
          Supplemental  Plan also  provides a benefit  equal to the reduction in
          benefits  payable under the AIG retirement plan as a result of Federal
          limitations   on   benefits   payable   thereunder.   Currently,   the
          Supplemental Plan is unfunded.

     (b)  The  Parent  also  sponsors  a  voluntary  savings  plan for  domestic
          employees  (a  401(k)  plan),  which,  during  the three  years  ended
          December 31,  1998,  provided for salary  reduction  contributions  by
          employees and matching  contributions by the Parent of up to 6 percent
          of annual salary depending on the employees' years of service.


<PAGE>

9.   Employee Benefits - (continued)

     (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)  The Parent  applies APB  Opinion 25  "Accounting  for Stock  issued to
          Employees"  and related  interpretations  in accounting  for its stock
          based  compensation  plans.  Employees of the Company  participate  in
          certain  stock  option  and stock  purchase  plans of the  Parent.  In
          general, under the stock option plan, 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.  In  general,  the stock
          purchase plan 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.  The Parent has
          not recognized  compensation  costs for either plan. The effect of the
          compensation  costs,  as determined  consistent with FASB 123, was not
          computed on a subsidiary basis, but rather on a consolidated basis for
          all subsidiaries of the Parent and therefore are not presented herein.

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, 1998, the
          future minimum lease payments under  operating  leases were as follows
          (in thousands):

                    Year                                 Payment

                    1999                               $   4,251
                    2000                                   2,980
                    2001                                   2,530
                    2002                                   2,380
                    2003                                   1,870
                    Remaining years after 2003             1,571
                                                         -------

                    Total                              $  15,582

          Rent expense approximated $4,450,000,  $3,881,000,  and $4,263,000 for
          the years ended December 31, 1998, 1997 and 1996, 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.

<PAGE>

11.  Reinsurance - (continued)

     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>

                                                                                                              Percentage
 December 31, 1998                                                                                            of Amount
                                                                                                               Assumed
                                             Gross               Ceded          Assumed             Net         to Net

<S>                                       <C>                <C>              <C>              <C>                  <C>
      Life Insurance in Force             $53,884,853        $19,921,930      $ 896,285        $34,859,208          2.6%
                                           =============      ==========       ========         ==========

        Premiums:
          Life                                184,487             54,134          2,022            132,375          1.5%
          Accident and Health                 155,199             82,614        142,878            215,463         66.3%
          Annuity                             269,126              -               -               269,126           -
                                         ------------      -----------------  --------------    ------------

        Total Premiums                  $     608,812       $    136,748      $ 144,900      $     616,964         23.5%
                                         ============        ===========       ========       ============

                                                                                                                Percentage
                                                                                                                of Amount
    December 31, 1997                                                                                            Assumed
                                           Gross             Ceded          Assumed              Net             to Net

      Life Insurance in Force             $52,183,971        $18,779,228      $ 935,975        $34,340,718          2.7%
                                           =============      ==========       ========         ==========

        Premiums:
          Life                                200,926             67,350          2,389            135,965          1.8%
          Accident and Health                 118,663             59,550        115,573            174,686         66.2%
          Annuity                             126,999               -               -              126,999           -
                                         ------------      -----------------  --------------    ------------

        Total Premiums                  $     446,588       $    126,900      $ 117,962      $     437,650         27.0%
                                         ============        ===========       ========       ============

                                                                                                             Percentage
                                                                                                             of Amount
    December 31, 1996                                                                                        Assumed
                                           Gross             Ceded          Assumed              Net             to Net

      Life Insurance in Force             $53,854,456        $17,392,184      $ 605,831        $37,068,103          1.6%
                                           =============      ==========       ========         ==========

        Premiums:
          Life                                187,886             49,150            327            139,063           -
          Accident and Health                  97,971             28,359        107,447            177,059         60.7%
          Annuity                              78,358               -               -               78,358           -
                                        -------------     -------------------  --------------  -------------

        Total Premiums                  $     364,215    $        77,509      $ 107,774      $     394,480         27.3%
                                         ============     ==============       ========       ============
</TABLE>

     (b)  The  maximum  amount  retained  on any  one  life  by the  Company  is
          $1,000,000.

     (c)  Reinsurance  recoveries,  which  reduced  death  and  other  benefits,
          approximated    $111,580,000,     $100,029,000,    and    $54,456,000,
          respectively,  for each of the years ended December 31, 1998, 1997 and
          1996.

          The Company's reinsurance arrangements do not relieve the Company from
          its direct obligation to its insureds.
<PAGE>

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 1998  amounted  to
          $1,237,000  and $1,000,  respectively.  Premium  income and commission
          ceded  for 1997  amounted  to  $1,251,000  and  $1,000,  respectively.
          Premium  income  and  commission  ceded  to  affiliates   amounted  to
          $1,345,000 and $0 for the year ended December 31, 1996. Premium income
          and ceding  commission  expense  assumed  from  affiliates  aggregated
          $131,771,000  and  $31,584,000,  respectively,  for 1998,  compared to
          $110,529,000 and $24,853,000, respectively, for 1997, and $103,885,000
          and $27,609,000, respectively for 1996.

     (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,  1998,  1997 and 1996,  the Company was
          charged $40,417,000,  $37,846,000 and $28,277,000,  respectively,  for
          expenses attributed to the Company but incurred by affiliates.  During
          the same period, the Company received  reimbursements  from affiliates
          aggregating  $23,132,000,  $18,134,000 and $17,598,000,  respectively,
          for costs incurred by the Company but attributable to affiliates.

     (c)  During 1997, a reinsurance agreement covering certain annuity policies
          was terminated.  Upon cancellation,  assets totaling $164,895,000 were
          transferred  to the Company  from  Delaware  American  Life  Insurance
          Company.

     (d)  During  1996,  the  Company  purchased  1,500,000  shares  of AIG Life
          Ireland, LTD., a subsidiary.


<PAGE>

                           AIG LIFE INSURANCE COMPANY
                                 BALANCE SHEETS
                                 (in thousands)
<TABLE>
<CAPTION>


                                                                             June 30,            December 31,
                                                                              1999                  1998
                                                                           (unaudited)
Assets
<S>                                                                         <C>                   <C>
Investments and cash:
     Fixed maturities:
        Bonds available for sale, at market value                           $ 4,539,466           $ 4,238,045
        (cost: 1999 - $4,563,445: 1998 - $4,081,008)
     Equity securities:
        Common stock
        (cost: 1999-$2,608: 1998 - $901)                                          2,608                 2,410
      Preferred stock
      (cost: 1999 - $20,252 : 1998 - $18,250)                                    20,416                19,338
Mortgage loans on real estate, net                                              435,517               468,342
Real estate, net of accumulated
 depreciation of $4,683 in 1999; and $4,351 in 1998                              12,860                13,002
Policy loans                                                                    635,774             1,010,969
Other invested assets                                                            87,916                81,916
Short-term investments                                                           70,814               163,704
Cash                                                                              4,191                 4,788
                                                                         --------------         -------------

    Total investments and cash                                                5,809,562             6,002,514


Amounts due from related parties                                                  7,575                17,330
Investment income due and accrued                                               107,353                94,029
Premium and insurance balances receivable-net                                    70,564                56,583
Reinsurance assets                                                              115,276                72,044
Deferred policy acquisition costs                                               192,311               167,840
Federal income tax receivable                                                       936                 4,207
Deferred income taxes                                                             7,231                     -
Separate and variable accounts                                                2,599,917             1,971,280
Other assets                                                                      5,751                 6,228
                                                                         --------------         -------------

                                    Total assets                            $ 8,916,476           $ 8,392,055
                                                                             ==========            ==========

</TABLE>

                 See accompanying notes to financial statements.

<PAGE>

                          AIG LIFE INSURANCE COMPANY
                                 BALANCE SHEETS
                      (in thousands, except share amounts)

<TABLE>
<CAPTION>
                                                                              June 30,              December 31,
                                                                               1999                    1998
                                                                            (unaudited)
Liabilities
<S>                                                                         <C>                   <C>
  Policyholders' funds on deposit                                           $ 4,377,132             $ 4,472,854
  Future policy benefits                                                      1,098,017               1,002,244
  Reserve for unearned premiums                                                  19,018                  21,468
  Policy and contract claims                                                    189,467                 200,193
  Reserve for commissions, expenses and taxes                                    12,338                  25,702
  Insurance balances payable                                                     59,998                  56,263
  Amounts due to related parties                                                  8,378                   4,119
  Deferred income taxes                                                               -                  56,519
  Separate and variable accounts                                              2,599,917               1,971,280
  Minority interest                                                               5,996                   5,987
  Other liabilities                                                             127,408                  59,189
                                                                           ------------             -----------


                                    Total liabilities                         8,497,669               7,875,818
                                                                            -----------             -----------


Capital Funds


  Common stock, $5 par value; 1,000,000 shares
       authorized; 976,703 shares issued and
       outstanding                                                                4,884                   4,884
  Additional paid-in capital                                                    153,283                 153,283
  Retained earnings                                                             262,392                 236,521
  Accumulated other comprehensive income                                         (1,752)                121,549
                                                                         --------------            ------------

                                    Total capital funds                         418,807                 516,237
                                                                           ------------            ------------


Total liabilities and capital funds                                         $ 8,916,476             $ 8,392,055
                                                                             ==========              ==========

</TABLE>
                 See accompanying notes to financial statements.



<PAGE>

                           AIG LIFE INSURANCE COMPANY
                              STATEMENTS OF INCOME
                                 (in thousands)
                                   (unaudited)

<TABLE>
<CAPTION>


                                                                                For the six months ended June 30,
<S>                                                                              <C>                   <C>
                                                                                       1999                        1998
Revenues:
  Premiums                                                                         $ 301,096                   $ 309,585
  Net investment income                                                              219,644                     230,579
  Realized capital (losses)                                                           (1,837)                          -
                                                                                  -----------              -------------

                     Total revenues                                                  518,903                     540,164
                                                                                    --------                    --------


Benefits and expenses:
  Benefits to policyholders                                                          154,238                     122,614
  Increase in future policy benefits
   and policyholders' funds on deposit                                               225,875                     294,553
  Acquisition and insurance expenses                                                  98,771                      81,806
                                                                                   ---------                    --------

                    Total benefits and expenses                                      478,884                     498,973
                                                                                    --------                    --------


Income before income taxes                                                            40,019                      41,191
                                                                                   ---------                   ---------

Income taxes (benefits):
   Current                                                                            11,409                      11,934
   Deferred                                                                            2,643                       2,976
                                                                                  ----------                  ----------

      Total income taxes                                                              14,152                      14,910
                                                                                   ---------                   ---------

Net income before minority interest                                                   25,967                      26,281
Minority interest income                                                                  96                          87
                                                                                ------------                ------------

Net income                                                                        $   25,871                  $   26,194
                                                                                   =========                   =========

</TABLE>
                 See accompanying notes to financial statements

<PAGE>

                           AIG LIFE INSURANCE COMPANY
                           STATEMENTS OF CAPITAL FUNDS
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                                June 30,             December 31,
                                                                                  1999                  1998
                                                                                ---------           ------------------
                                                                                (unaudited)
<S>                                                                           <C>                   <C>
Common Stock

Balance at beginning of year                                                 $       4,884           $        4,884
                                                                               -----------              -----------
Balance at end of year                                                               4,884                    4,884
                                                                               -----------              -----------


 Additional paid-in capital

Balance at beginning of year:                                                      153,283                  153,283
                                                                                 ---------                ---------
Balance at end of year                                                             153,283                  153,283
                                                                                 ---------                ---------


Retained earnings
  Balance at beginning of year                                                     236,521                  181,887
  Net income                                                                        25,871                   54,634
                                                                                ----------               ----------

  Balance at end of year                                                           262,392                  236,521
                                                                                 ---------                ---------


Accumulated other comprehensive income

 Balance at beginning of year                                                      121,549                  114,490
 Unrealized appreciation (depreciation) of
      investments - net of reclassification
      adjustments                                                                 (189,694)                  10,860
  Deferred income tax benefit (expense) on
      changes                                                                       66,393                   (3,801)
                                                                                ----------               ----------

  Balance at end of year                                                            (1,752)                 121,549
                                                                               -----------                ---------


               Total capital funds                                              $  418,807               $  516,237
                                                                                 =========                =========

</TABLE>
                 See accompanying notes to financial statements

<PAGE>

                           AIG LIFE INSURANCE COMPANY
                            STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                  (unaudited)
<TABLE>
<CAPTION>

                                                                                             For six months ended June 30,
                                                                                               1999                      1998

<S>                                                                                        <C>                   <C>
Cash flows from operating activities:
 Net income                                                                                $   25,871             $     26,194

 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                                                                  82,598                  160,672
 Change in premiums and insurance balances
  receivable and payable -net                                                                 (10,246)                  (6,301)
 Change in reinsurance assets                                                                 (43,233)                   3,816
 Change in deferred policy acquisition costs                                                  (24,471)                 (28,584)
 Change in investment income due and accrued                                                  (13,324)                 (61,375)
 Realized capital gains                                                                         1,837                        -
 Change in current and deferred income taxes -net                                               5,913                    1,330
 Change in reserves for commissions, expenses and taxes                                       (13,364)                  12,002
 Change in other assets and liabilities - net                                                  45,704                  (72,158)
                                                                                              -------              ------------
         Total adjustments                                                                     31,414                    9,402
                                                                                             --------             -------------
 Net cash provided by operating activities                                                     57,285                   35,596
                                                                                             --------              ------------

Cash flows from investing activities:
 Cost of fixed maturities, at market sold                                                     401,435                  105,330
 Cost of fixed maturities, at market matured or redeemed                                      212,993                  213,083
 Cost of equity securities sold                                                                 1,020                      579
 Realized capital gains                                                                        (1,837)                       -
 Purchase of fixed maturities                                                              (1,092,475)              (1,202,140)
 Purchase of equity securities                                                                 (3,023)                 (10,579)
 Mortgage loans granted                                                                       (49,000)                 (40,477)
 Repayments of mortgage loans                                                                  81,865                   32,912
 Change in policy loans                                                                       375,195                  (23,658)
 Change in short-term investments                                                              92,889                  505,795
 Change in other invested assets                                                              (13,930)                  (5,556)
 Other - net                                                                                   32,708                   (8,597)
                                                                                           ----------             -------------
  Net cash provided by (used in) investing activities                                          37,840                 (433,308)
                                                                                           ----------               -----------

Cash flows from financing activities:
 Change in policyholders' funds on deposit                                                    (95,722)                 401,502
                                                                                          ------------             -----------

   Net cash (used in) provided by financing activities                                        (95,722)                 401,502
                                                                                          ------------              ----------
Change in cash                                                                                   (597)                   3,790
Cash at beginning of year                                                                       4,788                    5,132
                                                                                         ------------             ------------
Cash at end of year                                                                      $      4,191            $       8,922
                                                                                          ===========             ============
</TABLE>
                 See accompanying notes to financial statements

<PAGE>

                           AIG LIFE INSURANCE COMPANY
                       STATEMENTS OF COMPREHENSIVE INCOME
                                 (in thousands)
                                   (unaudited)
<TABLE>
<CAPTION>


                                                                                     June 30,           December 31,
                                                                                       1999                      1998
                                                                                   (unaudited)
<S>                                                                              <C>                   <C>
Comprehensive income

Net income                                                                       $      25,871           $      54,634
                                                                                  ------------            ------------

Other comprehensive income

Unrealized appreciation (depreciation) of
  investments - net of reclassification
  adjustments                                                                         (189,694)                 10,860
 Changes due to deferred income tax benefit
       (expense) on changes                                                             66,393                  (3,801)
                                                                                   -----------           -------------

  Other comprehensive income                                                          (123,301)                  7,059
                                                                                    ----------           -------------

 Comprehensive income                                                             $    (97,430)           $     61,693
                                                                                   ===========-            ===========


</TABLE>
                 See accompanying notes to financial statements

<PAGE>



                           AIG LIFE INSURANCE COMPANY
                          NOTES TO FINANCIAL STATEMENTS

1.  Summary of Significant Accounting Policies

Basis of Presentation:  The year-end balance sheet data was derived from audited
financial statements, but does not include all disclosures required by generally
accepted accounting principles.


<PAGE>

                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Contract Owners of
AIG Life Insurance Company
Variable Account II

In our opinion,  the  accompanying  statements of assets and  liabilities of AIG
Life Insurance Company Variable Account II (comprising twenty-seven subaccounts,
hereafter  collectively  referred to as  "Variable  Account II") and the related
statements  of  operations  and  changes in net assets  present  fairly,  in all
material respects, the financial position of Variable Account II at December 31,
1998,  and the results of its operations for the year then ended and the changes
in its net  assets  for  each of the two  years in the  period  then  ended,  in
conformity  with  generally  accepted  accounting  principles.  These  financial
statements are the  responsibility of the management of Variable Account II; our
responsibility  is to express an opinion on these financial  statements based on
our audits.  We conducted  our audits of these  statements  in  accordance  with
generally accepted auditing standards which 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,
assessing the  accounting  principles  used and  significant  estimates  made by
management,  and evaluating the overall  financial  statement  presentation.  We
believe  that our audits  provide a reasonable  basis for the opinion  expressed
above.






March 12, 1999




<PAGE>
                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                               VARIABLE ACCOUNT II

                       STATEMENT OF ASSETS AND LIABILITIES
                                DECEMBER 31, 1998
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------

ASSETS:
 Investments at Market Value:

                                                          Shares             Cost                  Market Value
                                                 ------------------------------------------------------------------------
                                                 ------------------------------------------------------------------------
    <S>                                          <C>                     <C>                      <C>
    Aim
      Capital Appreciation Portfolio                7,967.361             $ 174,945                 $ 200,777
      International Equity Portfolio               12,467.656               236,877                   244,616
    Alliance
      Conservative Investors Portfolio              2,351.573                31,263                    32,995
      Global Bond Portfolio                           688.066                 8,257                     8,547
      Global Dollar Government Portfolio               21.880                   212                       222
      Growth Portfolio                            103,752.036             2,269,574                 2,827,243
      Growth & Income Portfolio                   114,967.436             2,371,168                 2,510,891
      Growth Investors Portfolio                   11,980.789               170,031                   195,648
      Money Market Portfolio                       20,485.370                20,484                    20,484
      Premier Growth Portfolio                      4,897.459               135,406                   151,967
      Technology Portfolio                         42,154.382               625,961                   808,100
      Total Return Portfolio                          140.114                 2,418                     2,530
      Quasar Portfolio                             29,073.531               378,222                   323,880
      U.S. Government High Grade Portfolio             78.903                   967                       968
      Utility Income Portfolio                         53.953                   967                     1,020
    Dreyfus
      Small Company Stock Portfolio                16,436.564               244,881                   248,028
      Stock Index Portfolio                        83,498.512             2,317,307                 2,715,365
      Zero Coupon 2000 Portfolio                    1,086.434                13,465                    13,579
    Fidelity
      Asset Manager Portfolio                      43,714.023               749,687                   793,844
      Contrafund Portfolio                         12,145.716               259,365                   296,842
      Growth Portfolio                             67,940.819             2,451,577                 3,048,504
      High Income Portfolio                        22,836.942               281,130                   263,309
      Investment Grade Bond Portfolio              16,104.772               202,456                   208,718
      Money Market Portfolio                    2,748,418.390             2,748,419                 2,748,419
      Overseas Portfolio                           18,964.028               376,478                   380,231
    Van Eck
      Worldwide Emerging Markets Portfolio          4,148.930                26,887                    29,539
      Worldwide Hard Assets Portfolio               3,756.723                47,156                    34,560
    Weiss,Peck & Greer
      Tomorrow Long Term Portfolio                  6,383.661                54,490                    58,921
      Tomorrow MediumTerm Portfolio                   509.549                 4,670                     4,805
      Tomorrow Short Term Portfolio                   638.247                 6,677                     6,727

                                                              ----------------------   -----------------------
    Total Investments                                                  $ 16,211,397                18,181,279
         Total Assets                                                                            $ 18,181,279
                                                                                       =======================

 Contract Owners' Equity                                                                         $ 18,181,279
                                                                                       -----------------------
         Total Equity                                                                            $ 18,181,279
                                                                                       =======================
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>


                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                               VARIABLE ACCOUNT II

                             STATEMENT OF OPERATIONS
                      For The Year Ended December 31, 1998

<TABLE>
<CAPTION>


                                                                                Aim                   Aim
                                                                              Capital            International
                                                                           Appreciation             Equity
                                                        Total                Portfolio             Portfolio
<S>                                                 <C>                  <C>                    <C>
Investment Income (Loss):
    Dividends                                             $733,252                 $5,326                $1,878
Expenses:
    Mortality & Expense Risk Fees                          106,392                    694                 1,405
                                                    ---------------       ----------------      ----------------
Net Investment Income (Loss)                               626,860                  4,632                   473
                                                    ---------------       ----------------      ----------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                           519,608                   (371)              (22,044)
    Change in Unrealized Appreciation
        (Depreciation)                                   1,519,964                 25,833                 7,738
                                                    ---------------       ----------------      ----------------
    Net Gain (Loss) on Investments                       2,039,572                 25,462               (14,306)
                                                    ---------------       ----------------      ----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                           $2,666,432                $30,094              ($13,833)
                                                    ===============       ================      ================
</TABLE>
<TABLE>
<CAPTION>

                                                                                                   Alliance
                                                       Alliance              Alliance               Global
                                                     Conservative             Global                Dollar
                                                      Investors                Bond               Government
                                                      Portfolio              Portfolio             Portfolio
<S>                                                <C>                  <C>                    <C>
Investment Income (Loss):
    Dividends                                               $2,086                    $18                    $0
Expenses:
    Mortality & Expense Risk Fees                              263                     20                     0
                                                    ---------------       ----------------      ----------------
Net Investment Income (Loss)                                 1,823                     (2)                    0
                                                    ---------------       ----------------      ----------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                             1,083                     19                     2
    Change in Unrealized Appreciation
        (Depreciation)                                         691                    289                    10
                                                    ---------------       ----------------      ----------------
    Net Gain (Loss) on Investments                           1,774                    308                    12
                                                    ---------------       ----------------      ----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                               $3,597                   $306                   $12
                                                    ===============       ================      ================
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                                                             Alliance
                                                                              Growth               Alliance
                                                       Alliance                  &                  Growth
                                                        Growth                Income               Investors
                                                      Portfolio              Portfolio             Portfolio
<S>                                                 <C>                  <C>                    <C>
Investment Income (Loss):
    Dividends                                             $110,505               $111,284               $14,073
Expenses:
    Mortality & Expense Risk Fees                           16,449                 10,688                 1,473
                                                    ---------------       ----------------      ----------------
Net Investment Income (Loss)                                94,056                100,596                12,600
                                                    ---------------       ----------------      ----------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                            36,650                 55,743                 3,763
    Change in Unrealized Appreciation
        (Depreciation)                                     394,461                 63,586                17,434
                                                    ---------------       ----------------      ----------------
    Net Gain (Loss) on Investments                         431,111                119,329                21,197
                                                    ---------------       ----------------      ----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                             $525,167               $219,925               $33,797
                                                    ===============       ================      ================
</TABLE>
<TABLE>
<CAPTION>


                                                                             Alliance              Alliance
                                                       Alliance                Money                Premier
                                                    International             Market                Growth
                                                      Portfolio              Portfolio             Portfolio
<S>                                                 <C>                  <C>                    <C>
Investment Income (Loss):
    Dividends                                                   $0                 $2,482                  $233
Expenses:
    Mortality & Expense Risk Fees                              334                    482                 2,105
                                                    ---------------       ----------------      ----------------
Net Investment Income (Loss)                                  (334)                 2,000                (1,872)
                                                    ---------------       ----------------      ----------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                            54,637                      0                30,881
    Change in Unrealized Appreciation
        (Depreciation)                                           0                      0                16,562
                                                    ---------------       ----------------      ----------------
    Net Gain (Loss) on Investments                          54,637                      0                47,443
                                                    ---------------       ----------------      ----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                              $54,303                 $2,000               $45,571
                                                    ===============       ================      ================
</TABLE>

<PAGE>

<TABLE>
<CAPTION>


                                                                             Alliance
                                                       Alliance                Total               Alliance
                                                      Technology              Return                Quasar
                                                      Portfolio              Portfolio             Portfolio
<S>                                                 <C>                  <C>                    <C>
Investment Income (Loss):
    Dividends                                                 $715                     $0               $31,614
Expenses:
    Mortality & Expense Risk Fees                            5,537                      1                 3,978
                                                    ---------------       ----------------      ----------------
Net Investment Income (Loss)                                (4,822)                    (1)               27,636
                                                    ---------------       ----------------      ----------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                           171,268                      0                31,274
    Change in Unrealized Appreciation
        (Depreciation)                                     197,601                    112               (66,300)
                                                    ---------------       ----------------      ----------------

    Net Gain (Loss) on Investments                         368,869                    112               (35,026)
                                                    ---------------       ----------------      ----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                             $364,047                   $111               ($7,390)
                                                    ===============       ================      ================

</TABLE>
<TABLE>
<CAPTION>
                                                       Alliance
                                                         U.S.                                       Dreyfus
                                                      Government                                     Small
                                                         High                Alliance               Company
                                                        Grade                Utility                 Stock
                                                      Portfolio              Portfolio             Portfolio
<S>                                                 <C>                  <C>                    <C>
Investment Income (Loss):
    Dividends                                                   $0                     $0                $1,151
Expenses:
    Mortality & Expense Risk Fees                                0                      0                 1,653
                                                    ---------------       ----------------      ----------------

Net Investment Income (Loss)                                     0                      0                  (502)
                                                    ---------------       ----------------      ----------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                                 0                      0                (2,481)
    Change in Unrealized Appreciation
        (Depreciation)                                           0                     52                 8,859
                                                    ---------------       ----------------      ----------------
    Net Gain (Loss) on Investments                               0                     52                 6,378
                                                    ---------------       ----------------      ----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                                   $0                    $52                $5,876
                                                    ===============       ================      ================
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                                                              Dreyfus
                                                       Dreyfus                 Zero                Fidelity
                                                        Stock                 Coupon                 Asset
                                                        Index                  2000                 Manager
                                                      Portfolio              Portfolio             Portfolio
<S>                                                 <C>                  <C>                    <C>
Investment Income (Loss):
    Dividends                                              $30,188                   $705               $60,993
Expenses:
    Mortality & Expense Risk Fees                           16,095                    116                 5,125
                                                    ---------------       ----------------      ----------------
Net Investment Income (Loss)                                14,093                    589                55,868
                                                    ---------------       ----------------      ----------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                            90,160                    117                10,634
    Change in Unrealized Appreciation
        (Depreciation)                                     348,632                     37                18,503
                                                    ---------------       ----------------      ----------------

    Net Gain (Loss) on Investments                         438,792                    154                29,137
                                                    ---------------       ----------------      ----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                             $452,885                   $743               $85,005
                                                    ===============       ================      ================

</TABLE>
<TABLE>
<CAPTION>
                                                                                                   Fidelity
                                                       Fidelity              Fidelity                High
                                                      Contrafund              Growth                Income
                                                      Portfolio              Portfolio             Portfolio
<S>                                                 <C>                  <C>                    <C>
Investment Income (Loss):
    Dividends                                               $1,859               $181,333               $33,968
Expenses:
    Mortality & Expense Risk Fees                            1,067                 17,992                 2,593
                                                    ---------------       ----------------      ----------------
Net Investment Income (Loss)                                   792                163,341                31,375
                                                    ---------------       ----------------      ----------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                             3,199                 52,384                (5,310)
    Change in Unrealized Appreciation
        (Depreciation)                                      37,476                484,390               (31,433)
                                                    ---------------       ----------------      ----------------
    Net Gain (Loss) on Investments                          40,675                536,774               (36,743)
                                                    ---------------       ----------------      ----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                              $41,467               $700,115               ($5,368)
                                                    ===============       ================      ================
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                                       Fidelity
                                                      Investment             Fidelity
                                                        Grade                  Money               Fidelity
                                                         Bond                 Market               Overseas
                                                      Portfolio              Portfolio             Portfolio
<S>                                                 <C>                  <C>                    <C>
Investment Income (Loss):
    Dividends                                               $9,614                $72,672               $29,556
Expenses:
    Mortality & Expense Risk Fees                            1,360                 12,336                 3,291
                                                    ---------------       ----------------      ----------------
Net Investment Income (Loss)                                 8,254                 60,336                26,265
                                                    ---------------       ----------------      ----------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                              (104)                     0                22,548
    Change in Unrealized Appreciation
        (Depreciation)                                       2,966                      0                 1,403
                                                    ---------------       ----------------      ----------------
    Net Gain (Loss) on Investments                           2,862                      0                23,951
                                                    ---------------       ----------------      ----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                              $11,116                $60,336               $50,216
                                                    ===============       ================      ================
</TABLE>
<TABLE>
<CAPTION>

                                                                              VanEck                VanEck
                                                        VanEck               Worldwide             Worldwide
                                                      Worldwide              Emerging                Hard
                                                       Balanced               Markets               Assets
                                                      Portfolio              Portfolio             Portfolio
<S>                                                <C>                  <C>                    <C>
Investment Income (Loss):
    Dividends                                              $24,879                     $0                $4,567
Expenses:
    Mortality & Expense Risk Fees                              466                     80                   292
                                                    ---------------       ----------------      ----------------
Net Investment Income (Loss)                                24,413                    (80)                4,275
                                                    ---------------       ----------------      ----------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                           (10,944)                  (238)               (4,776)
    Change in Unrealized Appreciation
        (Depreciation)                                      (4,930)                 2,653               (11,854)
                                                    ---------------       ----------------      ----------------
    Net Gain (Loss) on Investments                         (15,874)                 2,415               (16,630)
                                                    ---------------       ----------------      ----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                               $8,539                 $2,335              ($12,355)
                                                    ===============       ================      ================
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                                         WP&G                  WP&G                  WP&G
                                                       Tomorrow              Tomorrow              Tomorrow
                                                         Long                 Medium                 Short
                                                         Term                  Term                  Term
                                                      Portfolio              Portfolio             Portfolio
<S>                                                <C>                  <C>                    <C>
Investment Income (Loss):
    Dividends                                                 $948                   $287                  $318
Expenses:
    Mortality & Expense Risk Fees                              423                     41                    33
                                                    ---------------       ----------------      ----------------
Net Investment Income (Loss)                                   525                    246                   285
                                                    ---------------       ----------------      ----------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                             1,436                     31                    47
    Change in Unrealized Appreciation
        (Depreciation)                                       4,736                    390                    67
                                                    ---------------       ----------------      ----------------
    Net Gain (Loss) on Investments                           6,172                    421                   114
                                                    ---------------       ----------------      ----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                               $6,697                   $667                  $399
                                                    ===============       ================      ================
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>



                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                               VARIABLE ACCOUNT II

                       STATEMENT OF CHANGES IN NET ASSETS
           For The Years Ended December 31, 1998 and December 31, 1997
<TABLE>
<CAPTION>
                                      1998
                                                                                Aim                   Aim
                                                                              Capital            International
                                                                           Appreciation             Equity
                                                        Total                Portfolio             Portfolio
<S>                                                  <C>                  <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                          $626,860                 $4,632                  $473
    Realized Gain (Loss) on Investment Activity            519,608                   (371)              (22,044)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                    1,519,964                 25,833                 7,738
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                      2,666,432                 30,094               (13,833)
                                                    ---------------       ----------------      ----------------

Capital Transactions:
    Contract Deposits                                   10,210,370                185,128               275,137
    Cost Of Insurance Charge                            (1,571,906)               (12,343)              (20,406)
    Policy Loans                                          (212,191)                     0                     0
    Transfers Between Funds                                 18,740                 (1,665)                4,554
    Contract Withdrawals                                  (202,369)                  (437)                 (836)
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                            8,242,644                170,683               258,449
                                                    ---------------       ----------------      ----------------
Total Increase (Decrease) in Net Assets                 10,909,076                200,777               244,616
Net Assets, at Beginning of Year                         7,272,203                      0                     0
                                                    ---------------       ----------------      ----------------
Net Assets, at End of Year                             $18,181,279               $200,777              $244,616
                                                    ===============       ================      ================
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                                                                   Alliance
                                                       Alliance              Alliance               Global
                                                     Conservative             Global                Dollar
                                                      Investors                Bond               Government
                                                      Portfolio              Portfolio             Portfolio
<S>                                                 <C>                  <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                            $1,823                    ($2)                   $0
    Realized Gain (Loss) on Investment Activity              1,083                     19                     2
    Change in Unrealized Appreciation
        (Depreciation) of Investments                          691                    289                    10
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                          3,597                    306                    12
                                                    ---------------       ----------------      ----------------

Capital Transactions:
    Contract Deposits                                        9,551                  8,736                   241
    Cost Of Insurance Charge                                (2,651)                  (507)                  (31)
    Policy Loans                                                 0                      0                     0
    Transfers Between Funds                                   (834)                    12                     0
    Contract Withdrawals                                      (740)                     0                     0
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                5,326                  8,241                   210
                                                    ---------------       ----------------      ----------------
Total Increase (Decrease) in Net Assets                      8,923                  8,547                   222
Net Assets, at Beginning of Year                            24,072                      0                     0
                                                    ---------------       ----------------      ----------------
Net Assets, at End of Year                                 $32,995                 $8,547                  $222
                                                    ===============       ================      ================

</TABLE>
<TABLE>
<CAPTION>
                                                                             Alliance
                                                                              Growth               Alliance
                                                       Alliance                  &                  Growth
                                                        Growth                Income               Investors
                                                      Portfolio              Portfolio             Portfolio
<S>                                                 <C>                  <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                           $94,056               $100,596               $12,600
    Realized Gain (Loss) on Investment Activity             36,650                 55,743                 3,763
    Change in Unrealized Appreciation
        (Depreciation) of Investments                      394,461                 63,586                17,434
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                        525,167                219,925                33,797
                                                    ---------------       ----------------      ----------------

Capital Transactions:
    Contract Deposits                                    1,469,752              1,709,454                67,574
    Cost Of Insurance Charge                              (210,721)              (152,262)              (18,064)
    Policy Loans                                           (30,640)               (25,729)               (2,299)
    Transfers Between Funds                                 (4,391)                16,628                    97
    Contract Withdrawals                                   (44,972)               (21,460)               (2,915)
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                            1,179,028              1,526,631                44,393
                                                    ---------------       ----------------      ----------------
Total Increase (Decrease) in Net Assets                  1,704,195              1,746,556                78,190
Net Assets, at Beginning of Year                         1,123,048                764,335               117,458
                                                    ---------------       ----------------      ----------------
Net Assets, at End of Year                              $2,827,243             $2,510,891              $195,648
                                                    ===============       ================      ================
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                                                             Alliance              Alliance
                                                       Alliance                Money                Premier
                                                    International             Market                Growth
                                                      Portfolio              Portfolio             Portfolio
<S>                                           <C>                  <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                             ($334)                $2,000               ($1,872)
    Realized Gain (Loss) on Investment Activity             54,637                      0                30,881
    Change in Unrealized Appreciation
        (Depreciation) of Investments                            0                      0                16,562
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                         54,303                  2,000                45,571
                                                    ---------------       ----------------      ----------------

Capital Transactions:
    Contract Deposits                                      (48,815)                30,048               122,585
    Cost Of Insurance Charge                                (7,879)               (11,766)              (19,989)
    Policy Loans                                                 0                      0                  (267)
    Transfers Between Funds                                  2,391                    202                 4,628
    Contract Withdrawals                                         0                      0                  (561)
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                              (54,303)                18,484               106,396
                                                    ---------------       ----------------      ----------------
Total Increase (Decrease) in Net Assets                          0                 20,484               151,967
Net Assets, at Beginning of Year                                 0                      0                     0
                                                    ---------------       ----------------      ----------------
Net Assets, at End of Year                                      $0                $20,484              $151,967
                                                    ===============       ================      ================
</TABLE>
<TABLE>
<CAPTION>

                                                                             Alliance
                                                       Alliance                Total               Alliance
                                                      Technology              Return                Quasar
                                                      Portfolio              Portfolio             Portfolio
<S>                                                  <C>                  <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                           ($4,822)                   ($1)              $27,636
    Realized Gain (Loss) on Investment Activity            171,268                      0                31,274
    Change in Unrealized Appreciation
        (Depreciation) of Investments                      197,601                    112               (66,300)
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                        364,047                    111                (7,390)
                                                    ---------------       ----------------      ----------------

Capital Transactions:
    Contract Deposits                                      274,264                  2,477               152,103
    Cost Of Insurance Charge                               (66,804)                   (58)              (36,287)
    Policy Loans                                           (12,128)                     0               (10,340)
    Transfers Between Funds                                  6,050                      0                (7,597)
    Contract Withdrawals                                   (12,390)                     0                (8,285)
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                              188,992                  2,419                89,594
                                                    ---------------       ----------------      ----------------
Total Increase (Decrease) in Net Assets                    553,039                  2,530                82,204
Net Assets, at Beginning of Year                           255,061                      0               241,676
                                                    ---------------       ----------------      ----------------
Net Assets, at End of Year                                $808,100                 $2,530              $323,880
                                                    ===============       ================      ================
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                       Alliance
                                                         U.S.                                       Dreyfus
                                                      Government                                     Small
                                                         High                Alliance               Company
                                                        Grade                Utility                 Stock
                                                      Portfolio              Portfolio             Portfolio
<S>                                                 <C>                  <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                $0                     $0                 ($502)
    Realized Gain (Loss) on Investment Activity                  0                      0                (2,481)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                            0                     52                 8,859
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                              0                     52                 5,876
                                                    ---------------       ----------------      ----------------

Capital Transactions:
    Contract Deposits                                          991                    991               139,298
    Cost Of Insurance Charge                                   (23)                   (23)              (22,440)
    Policy Loans                                                 0                      0                (1,455)
    Transfers Between Funds                                      0                      0                 2,014
    Contract Withdrawals                                         0                      0                (2,646)
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                  968                    968               114,771
                                                    ---------------       ----------------      ----------------
Total Increase (Decrease) in Net Assets                        968                  1,020               120,647
Net Assets, at Beginning of Year                                 0                      0               127,381
                                                    ---------------       ----------------      ----------------
Net Assets, at End of Year                                    $968                 $1,020              $248,028
                                                    ===============       ================      ================
</TABLE>
<TABLE>
<CAPTION>
                                                                              Dreyfus
                                                       Dreyfus                 Zero                Fidelity
                                                        Stock                 Coupon                 Asset
                                                        Index                  2000                 Manager
                                                      Portfolio              Portfolio             Portfolio
<S>                                                  <C>                  <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                           $14,093                   $589               $55,868
    Realized Gain (Loss) on Investment Activity             90,160                    117                10,634
    Change in Unrealized Appreciation
        (Depreciation) of Investments                      348,632                     37                18,503
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                        452,885                    743                85,005
                                                    ---------------       ----------------      ----------------

Capital Transactions:
    Contract Deposits                                    1,652,138                  4,327               384,610
    Cost Of Insurance Charge                              (264,577)                (2,247)              (60,284)
    Policy Loans                                           (35,221)                     0                (1,634)
    Transfers Between Funds                                 (3,827)                   (10)                1,319
    Contract Withdrawals                                   (30,468)                     0                (3,078)
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                            1,318,045                  2,070               320,933
                                                    ---------------       ----------------      ----------------
Total Increase (Decrease) in Net Assets                  1,770,930                  2,813               405,938
Net Assets, at Beginning of Year                           944,435                 10,766               387,906
                                                    ---------------       ----------------      ----------------
Net Assets, at End of Year                              $2,715,365                $13,579              $793,844
                                                    ===============       ================      ================
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                                                                                   Fidelity
                                                       Fidelity              Fidelity                High
                                                      Contrafund              Growth                Income
                                                      Portfolio              Portfolio             Portfolio
<S>                                                 <C>                  <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                              $792               $163,341               $31,375
    Realized Gain (Loss) on Investment Activity              3,199                 52,384                (5,310)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                       37,476                484,390               (31,433)
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                         41,467                700,115                (5,368)
                                                    ---------------       ----------------      ----------------

Capital Transactions:
    Contract Deposits                                      274,009              1,511,553                20,065
    Cost Of Insurance Charge                               (18,289)              (264,617)              (31,215)
    Policy Loans                                                 0                (38,305)                 (541)
    Transfers Between Funds                                   (301)                 8,334                (1,103)
    Contract Withdrawals                                       (44)               (32,651)               (5,710)
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                              255,375              1,184,314               (18,504)
                                                    ---------------       ----------------      ----------------
Total Increase (Decrease) in Net Assets                    296,842              1,884,429               (23,872)
Net Assets, at Beginning of Year                                 0              1,164,075               287,181
                                                    ---------------       ----------------      ----------------
Net Assets, at End of Year                                $296,842             $3,048,504              $263,309
                                                    ===============       ================      ================
</TABLE>
<TABLE>
<CAPTION>
                                                       Fidelity
                                                      Investment             Fidelity
                                                        Grade                  Money               Fidelity
                                                         Bond                 Market               Overseas
                                                      Portfolio              Portfolio             Portfolio
<S>                                                 <C>                  <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                            $8,254                $60,336               $26,265
    Realized Gain (Loss) on Investment Activity               (104)                     0                22,548
    Change in Unrealized Appreciation
        (Depreciation) of Investments                        2,966                      0                 1,403
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                         11,116                 60,336                50,216
                                                    ---------------       ----------------      ----------------

Capital Transactions:
    Contract Deposits                                      133,257              1,798,436                25,198
    Cost Of Insurance Charge                               (15,077)              (262,012)              (46,489)
    Policy Loans                                                 0                (47,336)               (4,988)
    Transfers Between Funds                                    372                 (3,849)               (3,101)
    Contract Withdrawals                                      (446)               (23,046)               (8,945)
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                              118,106              1,462,193               (38,325)
                                                    ---------------       ----------------      ----------------
Total Increase (Decrease) in Net Assets                    129,222              1,522,529                11,891
Net Assets, at Beginning of Year                            79,496              1,225,890               368,340
                                                    ---------------       ----------------      ----------------
Net Assets, at End of Year                                $208,718             $2,748,419              $380,231
                                                    ===============       ================      ================
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                              VanEck                VanEck
                                                        VanEck               Worldwide             Worldwide
                                                      Worldwide              Emerging                Hard
                                                       Balanced               Markets               Assets
                                                      Portfolio              Portfolio             Portfolio
<S>                                                <C>                  <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                           $24,413                   ($80)               $4,275
    Realized Gain (Loss) on Investment Activity            (10,944)                  (238)               (4,776)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                       (4,930)                 2,653               (11,854)
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                          8,539                  2,335               (12,355)
                                                    ---------------       ----------------      ----------------

Capital Transactions:
    Contract Deposits                                      (87,825)                28,761                22,441
    Cost Of Insurance Charge                                (7,250)                (1,673)               (5,001)
    Policy Loans                                                 0                      0                     0
    Transfers Between Funds                                 (1,323)                   116                   (79)
    Contract Withdrawals                                      (456)                     0                  (666)
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                              (96,854)                27,204                16,695
                                                    ---------------       ----------------      ----------------
Total Increase (Decrease) in Net Assets                    (88,315)                29,539                 4,340
Net Assets, at Beginning of Year                            88,315                      0                30,220
                                                    ---------------       ----------------      ----------------
Net Assets, at End of Year                                      $0                $29,539               $34,560
                                                    ===============       ================      ================
</TABLE>
<TABLE>
<CAPTION>
                                                         WP&G                  WP&G                  WP&G
                                                       Tomorrow              Tomorrow              Tomorrow
                                                         Long                 Medium                 Short
                                                         Term                  Term                  Term
                                                      Portfolio              Portfolio             Portfolio
<S>                                                  <C>                  <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                              $525                   $246                  $285
    Realized Gain (Loss) on Investment Activity              1,436                     31                    47
    Change in Unrealized Appreciation
        (Depreciation) of Investments                        4,736                    390                    67
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                          6,697                    667                   399
                                                    ---------------       ----------------      ----------------

Capital Transactions:
    Contract Deposits                                       38,701                    534                 4,650
    Cost Of Insurance Charge                                (9,742)                  (536)                 (643)
    Policy Loans                                            (1,308)                     0                     0
    Transfers Between Funds                                    103                      0                     0
    Contract Withdrawals                                    (1,420)                     0                  (197)
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                               26,334                     (2)                3,810
                                                    ---------------       ----------------      ----------------
Total Increase (Decrease) in Net Assets                     33,031                    665                 4,209
Net Assets, at Beginning of Year                            25,890                  4,140                 2,518
                                                    ---------------       ----------------      ----------------
Net Assets, at End of Year                                 $58,921                 $4,805                $6,727
                                                    ===============       ================      ================
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>

                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                               VARIABLE ACCOUNT II

                       STATEMENT OF CHANGES IN NET ASSETS
           For The Years Ended December 31, 1998 and December 31, 1997

                                      1997
<TABLE>
<CAPTION>

                                                                                Aim                    Aim
                                                                              Capital             International
                                                                            Appreciation              Equity
                                                         Total               Portfolio              Portfolio
<S>                                                   <C>                   <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                           $166,746                     $0                    $0
    Realized Gain (Loss) on Investment Activity             206,207                      0                     0
    Change in Unrealized Appreciation
        (Depreciation) of Investments                       366,321                      0                     0
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                         739,274                      0                     0
                                                    ----------------      -----------------       ---------------

Capital Transactions:
    Contract Deposits                                     5,544,641                      0                     0
    Cost Of Insurance Charge                               (775,349)                     0                     0
    Policy Loans                                            (94,631)                     0                     0
    Transfers Between Funds                                  18,850                      0                     0
    Contract Withdrawals                                    (82,467)                     0                     0
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                             4,611,044                      0                     0
                                                    ----------------      -----------------       ---------------
Total Increase (Decrease) in Net Assets                   5,350,318                      0                     0
Net Assets, at Beginning of Year                          1,921,885                      0                     0
                                                    ----------------      -----------------       ---------------
Net Assets, at End of Year                               $7,272,203                     $0                    $0
                                                    ================      =================       ===============
</TABLE>
<TABLE>
<CAPTION>
                                                                                                     Alliance
                                                       Alliance               Alliance                Global
                                                     Conservative              Global                 Dollar
                                                       Investors                Bond                Government
                                                       Portfolio             Portfolio              Portfolio
<S>                                                <C>                   <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                               $167                     $0                    $0
    Realized Gain (Loss) on Investment Activity                 600                      0                     0
    Change in Unrealized Appreciation
        (Depreciation) of Investments                           586                      0                     0
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                           1,353                      0                     0
                                                    ----------------      -----------------       ---------------

Capital Transactions:
    Contract Deposits                                        15,627                      0                     0
    Cost Of Insurance Charge                                 (2,705)                     0                     0
    Policy Loans                                                  0                      0                     0
    Transfers Between Funds                                      20                      0                     0
    Contract Withdrawals                                       (239)                     0                     0
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                12,703                      0                     0
                                                    ----------------      -----------------       ---------------
Total Increase (Decrease) in Net Assets                      14,056                      0                     0
Net Assets, at Beginning of Year                             10,016                      0                     0
                                                    ----------------      -----------------       ---------------
Net Assets, at End of Year                                  $24,072                     $0                    $0
                                                    ================      =================       ===============
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                              Alliance
                                                                               Growth                Alliance
                                                       Alliance                  &                    Growth
                                                        Growth                 Income               Investors
                                                       Portfolio             Portfolio              Portfolio
<S>                                                  <C>                   <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                            $21,469                $22,999                $1,477
    Realized Gain (Loss) on Investment Activity              37,620                 18,395                 3,687
    Change in Unrealized Appreciation
        (Depreciation) of Investments                       138,629                 68,190                 5,513
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                         197,718                109,584                10,677
                                                    ----------------      -----------------       ---------------

Capital Transactions:
    Contract Deposits                                       814,495                571,454                61,194
    Cost Of Insurance Charge                               (117,612)               (74,918)              (11,672)
    Policy Loans                                             (6,689)                (5,180)                    0
    Transfers Between Funds                                   1,673                  2,565                 3,415
    Contract Withdrawals                                    (19,879)                (5,967)               (2,220)
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                               671,988                487,954                50,717
                                                    ----------------      -----------------       ---------------
Total Increase (Decrease) in Net Assets                     869,706                597,538                61,394
Net Assets, at Beginning of Year                            253,342                166,797                56,064
                                                    ----------------      -----------------       ---------------
Net Assets, at End of Year                               $1,123,048               $764,335              $117,458
                                                    ================      =================       ===============
</TABLE>
<TABLE>
<CAPTION>

                                                                              Alliance               Alliance
                                                       Alliance                Money                 Premier
                                                     International            Market                  Growth
                                                       Portfolio             Portfolio              Portfolio
<S>                                                  <C>                   <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                 $0                     $0                    $0
    Realized Gain (Loss) on Investment Activity                   0                      0                     0
    Change in Unrealized Appreciation
        (Depreciation) of Investments                             0                      0                     0
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                               0                      0                     0
                                                    ----------------      -----------------       ---------------
Capital Transactions:
    Contract Deposits                                             0                      0                     0
    Cost Of Insurance Charge                                      0                      0                     0
    Policy Loans                                                  0                      0                     0
    Transfers Between Funds                                       0                      0                     0
    Contract Withdrawals                                          0                      0                     0
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                     0                      0                     0
                                                    ----------------      -----------------       ---------------
Total Increase (Decrease) in Net Assets                           0                      0                     0
Net Assets, at Beginning of Year                                  0                      0                     0
                                                    ----------------      -----------------       ---------------
Net Assets, at End of Year                                       $0                     $0                    $0
                                                    ================      =================       ===============
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                                                              Alliance
                                                       Alliance                Total                 Alliance
                                                      Technology              Return                  Quasar
                                                       Portfolio             Portfolio              Portfolio
<S>                                                 <C>                   <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                            ($1,115)                    $0               ($1,464)
    Realized Gain (Loss) on Investment Activity              16,995                      0                 9,057
    Change in Unrealized Appreciation
        (Depreciation) of Investments                       (15,270)                     0                11,871
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                             610                      0                19,464
                                                    ----------------      -----------------       ---------------

Capital Transactions:
    Contract Deposits                                       270,239                      0               232,934
    Cost Of Insurance Charge                                (19,431)                     0               (17,506)
    Policy Loans                                               (101)                     0                  (387)
    Transfers Between Funds                                   4,396                      0                 3,524
    Contract Withdrawals                                     (8,527)                     0                (1,093)
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                               246,576                      0               217,472
                                                    ----------------      -----------------       ---------------
Total Increase (Decrease) in Net Assets                     247,186                      0               236,936
Net Assets, at Beginning of Year                              7,875                      0                 4,740
                                                    ----------------      -----------------       ---------------
Net Assets, at End of Year                                 $255,061                     $0              $241,676
                                                    ================      =================       ===============
</TABLE>
<TABLE>
<CAPTION>
                                                       Alliance
                                                         U.S.                                        Dreyfus
                                                      Government                                      Small
                                                         High                 Alliance               Company
                                                        Grade                 Utility                 Stock
                                                       Portfolio             Portfolio              Portfolio
<S>                                                   <C>                   <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                 $0                     $0                $2,102
    Realized Gain (Loss) on Investment Activity                   0                      0                  (107)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                             0                      0                (5,712)
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                               0                      0                (3,717)
                                                    ----------------      -----------------       ---------------

Capital Transactions:
    Contract Deposits                                             0                      0               135,191
    Cost Of Insurance Charge                                      0                      0                (2,314)
    Policy Loans                                                  0                      0                     0
    Transfers Between Funds                                       0                      0                (1,779)
    Contract Withdrawals                                          0                      0                     0
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                     0                      0               131,098
                                                    ----------------      -----------------       ---------------
Total Increase (Decrease) in Net Assets                           0                      0               127,381
Net Assets, at Beginning of Year                                  0                      0                     0
                                                    ----------------      -----------------       ---------------
Net Assets, at End of Year                                       $0                     $0              $127,381
                                                    ================      =================       ===============
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                                              Dreyfus
                                                        Dreyfus                 Zero                 Fidelity
                                                         Stock                 Coupon                 Asset
                                                         Index                  2000                 Manager
                                                       Portfolio             Portfolio              Portfolio
<S>                                                 <C>                   <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                            $26,687                   $511               $21,546
    Realized Gain (Loss) on Investment Activity              41,444                    (71)                8,600
    Change in Unrealized Appreciation
        (Depreciation) of Investments                        41,726                     83                19,239
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                         109,857                    523                49,385
                                                    ----------------      -----------------       ---------------

Capital Transactions:
    Contract Deposits                                       778,061                 11,713               287,927
    Cost Of Insurance Charge                                (90,065)                (4,235)              (42,651)
    Policy Loans                                             (1,032)                     0                  (167)
    Transfers Between Funds                                   2,970                     25                   664
    Contract Withdrawals                                     (7,423)                  (171)               (9,859)
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                               682,511                  7,332               235,914
                                                    ----------------      -----------------       ---------------
Total Increase (Decrease) in Net Assets                     792,368                  7,855               285,299
Net Assets, at Beginning of Year                            152,067                  2,911               102,607
                                                    ----------------      -----------------       ---------------
Net Assets, at End of Year                                 $944,435                $10,766              $387,906
                                                    ================      =================       ===============
</TABLE>
<TABLE>
<CAPTION>

                                                                                                     Fidelity
                                                       Fidelity               Fidelity                 High
                                                      Contrafund               Growth                 Income
                                                       Portfolio             Portfolio              Portfolio
<S>                                                  <C>                   <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                 $0                $21,466                $3,283
    Realized Gain (Loss) on Investment Activity                   0                 55,366                11,481
    Change in Unrealized Appreciation
        (Depreciation) of Investments                             0                 90,042                11,697
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                               0                166,874                26,461
                                                    ----------------      -----------------       ---------------

Capital Transactions:
    Contract Deposits                                             0                492,521               226,949
    Cost Of Insurance Charge                                      0               (148,843)              (23,779)
    Policy Loans                                                  0                (24,473)                    0
    Transfers Between Funds                                       0                  3,595                 1,695
    Contract Withdrawals                                          0                (19,994)               (2,049)
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                     0                302,806               202,816
                                                    ----------------      -----------------       ---------------
Total Increase (Decrease) in Net Assets                           0                469,680               229,277
Net Assets, at Beginning of Year                                  0                694,395                57,904
                                                    ----------------      -----------------       ---------------
Net Assets, at End of Year                                       $0             $1,164,075              $287,181
                                                    ================      =================       ===============
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                       Fidelity
                                                      Investment              Fidelity
                                                         Grade                 Money                 Fidelity
                                                         Bond                  Market                Overseas
                                                       Portfolio             Portfolio              Portfolio
<S>                                                <C>                   <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                             $2,521                $32,116                $9,687
    Realized Gain (Loss) on Investment Activity                 322                      0                 1,460
    Change in Unrealized Appreciation
        (Depreciation) of Investments                         2,132                      0                (3,697)
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                           4,975                 32,116                 7,450
                                                    ----------------      -----------------       ---------------

Capital Transactions:
    Contract Deposits                                        29,955              1,214,777               281,913
    Cost Of Insurance Charge                                 (6,686)              (159,431)              (34,464)
    Policy Loans                                                  0                (52,504)               (4,098)
    Transfers Between Funds                                      96                 (5,335)                  951
    Contract Withdrawals                                        (16)                (1,225)               (3,073)
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                23,349                996,282               241,229
                                                    ----------------      -----------------       ---------------
Total Increase (Decrease) in Net Assets                      28,324              1,028,398               248,679
Net Assets, at Beginning of Year                             51,172                197,492               119,661
                                                    ----------------      -----------------       ---------------
Net Assets, at End of Year                                  $79,496             $1,225,890              $368,340
                                                    ================      =================       ===============
</TABLE>
<TABLE>
<CAPTION>
                                                                               VanEck                 VanEck
                                                        VanEck               Worldwide              Worldwide
                                                       Worldwide              Emerging                 Hard
                                                       Balanced               Markets                 Assets
                                                       Portfolio             Portfolio              Portfolio
<S>                                           <C>                   <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                               $343                     $0                  $319
    Realized Gain (Loss) on Investment Activity                 856                      0                   165
    Change in Unrealized Appreciation
        (Depreciation) of Investments                         3,097                      0                (1,231)
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                           4,296                      0                  (747)
                                                    ----------------      -----------------       ---------------

Capital Transactions:
    Contract Deposits                                        60,650                      0                24,911
    Cost Of Insurance Charge                                (10,075)                     0                (4,740)
    Policy Loans                                                  0                      0                     0
    Transfers Between Funds                                     186                      0                   104
    Contract Withdrawals                                       (712)                     0                   (20)
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                50,049                      0                20,255
                                                    ----------------      -----------------       ---------------
Total Increase (Decrease) in Net Assets                      54,345                      0                19,508
Net Assets, at Beginning of Year                             33,970                      0                10,712
                                                    ----------------      -----------------       ---------------
Net Assets, at End of Year                                  $88,315                     $0               $30,220
                                                    ================      =================       ===============
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                         WP&G                   WP&G                   WP&G
                                                       Tomorrow               Tomorrow               Tomorrow
                                                         Long                  Medium                 Short
                                                         Term                   Term                   Term
                                                       Portfolio             Portfolio              Portfolio
<S>                                                 <C>                   <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                             $2,058                   $331                  $243
    Realized Gain (Loss) on Investment Activity                 303                      2                    32
    Change in Unrealized Appreciation
        (Depreciation) of Investments                          (304)                  (254)                  (16)
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                           2,057                     79                   259
                                                    ----------------      -----------------       ---------------
Capital Transactions:
    Contract Deposits                                        27,159                  4,178                 2,793
    Cost Of Insurance Charge                                 (3,562)                  (124)                 (536)
    Policy Loans                                                  0                      0                     0
    Transfers Between Funds                                      76                      7                     2
    Contract Withdrawals                                          0                      0                     0
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                23,673                  4,061                 2,259
                                                    ----------------      -----------------       ---------------
Total Increase (Decrease) in Net Assets                      25,730                  4,140                 2,518
Net Assets, at Beginning of Year                                160                      0                     0
                                                    ----------------      -----------------       ---------------
Net Assets, at End of Year                                  $25,890                 $4,140                $2,518
                                                    ================      =================       ===============
</TABLE>
                 See Accompanying Notes to Financial Statements
<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 established
under the  provisions of Delaware  Insurance Law by AIG Life  Insurance  Company
(the "Company"), a wholly-owned 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  following  products  are offered by the  Account:  Vision and
Gallery Life.

The  Account  invests in shares of AIM  Variable  Insurance  Fund ("AIM  Fund"),
Alliance Variable Products Series Fund, Inc. ("Alliance Fund"), Dreyfus Variable
Investment  Fund  ("Dreyfus  Fund"),  Fidelity  Investments  Variable  Insurance
Products Fund ("Fidelity  Trust"),  Fidelity Variable Insurance Products Fund II
("Fidelity  Trust II"),  Van Eck  Investment  Trust ("Van Eck Trust") and Weiss,
Peck & Greer ("Tomorrow  Funds").  The assets in the policies may be invested in
the following subaccounts:

AIM Fund:                               Fidelity Trust:
  International Equity Portfolio           Money Market Portfolio
  Capital Appreciation Portfolio           High Income Portfolio
  Growth Portfolio
Alliance Fund:                             Overseas Portfolio
  Growth & Income Portfolio                Contrafund Portfolio
  Conservative Investors Portfolio
  Growth Portfolio                      Fidelity Trust II:
  Growth Investors Portfolio               Investment Grade Bond Portfolio
  Quasar Portfolio                         Asset Manager Portfolio
  Technology Portfolio
  Global Bond Portfolio                 Van Eck Trust:
  Premier Growth Portfolio                 Worldwide Hard Assets Portfolio
  Money Market Portfolio                   Worldwide Emerging Markets Portfolio
                                           Worldwide Balanced Portfolio
                                              (Fund closed 06/29/98)
Dreyfus Fund:
  Dreyfus Zero Coupon 2000 Portfolio    Weiss, Peck & Greer Tomorrow Fund:
  Stock Index Portfolio                    Tomorrow Long Term Portfolio
  Small Company Stock Portfolio            Tomorrow Medium Term Portfolio
  Stock Index Portfolio                    Tomorrow Short Term Portfolio


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.


<PAGE>


                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                               VARIABLE ACCOUNT II

                    NOTES TO FINANCIAL STATEMENTS (continued)


2. Summary of 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.

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 and the reported  amounts from  operations and policy  transactions.
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.
<PAGE>

                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                               VARIABLE ACCOUNT II

                    NOTES TO FINANCIAL STATEMENTS (continued)
<TABLE>
<CAPTION>
4. Purchases of Investments

For the year ended  December  31, 1998,  investment  activity in the Fund was as
follows:

                                                        Cost of                         Proceeds
                                                       Purchases                       From Sales
Shares of
<S>                                                    <C>                              <C>
Aim
        Capital Appreciation Portfolio                 $ 201,598                        $ 26,283
        International Equity Portfolio                   499,113                         240,193
Alliance Funds:
        Conservative Investors Portfolio                  17,668                          10,521
        Global Bond Portfolio                              9,907                           1,670
        Global Dollar Government Portfolio                   242                              31
        Growth Portfolio                               1,434,835                         161,751
        Growth & Income Portfolio                      7,118,210                       5,490,984
        Growth Investors Portfolio                        83,359                          26,366
        International Portfolio                        7,730,001                       7,784,638
        Money Market Portfolio                         7,530,593                       7,510,112
        Premier Growth Portfolio                       1,721,633                       1,617,108
        Technology Portfolio                           9,312,917                       9,128,748
        Total Return Portfolio                             2,439                              21
        Quasar Portfolio                               9,870,359                       9,753,129
        U.S. Government High Grade Portfolio                 976                               8
        Utility Income Portfolio                             976                               8
Dreyfus:
        Small Company Portfolio                          277,608                         163,341
        Stock Index Portfolio                          1,719,925                         387,790
        Zero Coupon 2000 Portfolio                         7,868                           5,215
Fidelity Trust Funds:
        Asset Manager Portfolio                          637,629                         260,827
        Contrafund Portfolio                             295,002                          38,838
        Growth Portfolio                               1,684,130                         336,475
        High Income Portfolio                            366,333                         353,460
        Investment Grade Bond Portfolio                  252,481                         126,121
        Money Market Portfolio                         3,777,754                       2,255,231
        Overseas Portfolio                               240,411                         252,471
Van Eck:
        Worldwide Emerging Markets Portfolio              31,817                           4,692
        Worldwide Hard Assets Portfolio                   34,521                          13,551
        Worldwide Balanced Portfolio                      43,581                         115,939
Weiss, Peck, & Greer Tomorrow Funds:
        Tomorrow Long Term Portfolio                      43,881                          17,022
        Tomorrow Medium Term Portfolio                     1,311                           1,067
        Tomorrow Short Term Portfolio                      4,968                             873
</TABLE>

For the year ended  December  31, 1997,  investment  activity in the Fund was as
follows: Cost of Proceeds Purchases From Sales
<TABLE>
<S>                                                   <C>                            <C>
Shares of
Alliance Funds:
        Conservative Investors Portfolio               $ 18,544                         $  5,676
        Growth Portfolio                                 974,204                         280,744
        Growth & Income Portfolio                        674,003                         163,065
        Growth Investors Portfolio                       111,960                          63,096
        Technology Portfolio                             570,493                         325,032
        Quasar Portfolio                                 469,753                         253,745
Dreyfus:
        Small Company Stock Portfolio                    134,522                           1,321
        Stock Index Portfolio                          1,010,647                         301,445
        Zero Coupon 2000 Portfolio                        17,381                           9,537
Fidelity Trust Funds:
        Asset Manager Portfolio                          386,303                         128,841
        Growth Portfolio                               1,207,119                         882,821
        High Income Portfolio                            338,288                         132,191
        Investment Grade Bond Portfolio                   36,324                          10,571
        Money Market Portfolio                         2,898,075                       1,866,353
        Overseas Portfolio                               339,597                          88,568
Van Eck:
        Worldwide Emerging Markets Portfolio                   4                               4
        Worldwide Hard Assets Portfolio                   28,081                           7,507
        Worldwide Balanced Portfolio                      58,655                           8,264
Weiss, Peck, & Greer Tomorrow Funds:
        Tomorrow Long Term Portfolio                      28,487                           2,754
        Tomorrow Medium Term Portfolio                     4,465                              72
        Tomorrow Short Term Portfolio                      2,909                             406


</TABLE>
<PAGE>

                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                               VARIABLE ACCOUNT II

                    NOTES TO FINANCIAL STATEMENTS (continued)


5.  Net Increase (Decrease) in Accumulation Units

For the year ended December 31, 1998,  transactions in accumulation units of the
account were as follows:

<TABLE>

                                             Aim           Aim            Alliance
                                           Capital      International  Conservative
                                         Appreciation    Equity          Investors
                                          Portfolio     Portfolio        Portfolio
     VARIABLE ANNUITY                         -             -               -
<S>                                       <C>           <C>             <C>
Units Purchased                           10,966.16     17,130.11         519.94
Units Withdrawn                           (1,282.07)    (1,912.12)       (252.21)
Units Transferred Between Funds            7,964.24      5,920.24         151.60
Units Transferred From (To) AI Life            0.00          0.00           0.00
                                         ----------    ----------      ---------
Net Increase (Decrease)                   17,648.33     21,138.23         419.33
Units, at Beginning of the Year                0.00          0.00       1,986.58
                                         ----------    ----------      ---------
Units, at End of the Year                 17,648.33     21,138.23       2,405.91
                                         ==========    ==========      =========

Unit Value at December 31, 1998       $       11.38 $       11.57   $      13.71
                                         ==========    ==========      =========
</TABLE>
<TABLE>


                                                        Alliance
                                           Alliance       Global
                                            Global        Dollar       Alliance
                                             Bond       Government      Growth
                                          Portfolio     Portfolio      Portfolio
                                                -            -             -
<S>                                          <C>             <C>       <C>
Units Purchased                              274.70          0.00      48,680.75
Units Withdrawn                              (47.46)        (4.05)    (14,982.74)
Units Transferred Between Funds              538.94         33.17      28,539.15
Units Transferred From (To) AI Life            0.00          0.00           0.00
                                            -------        ------    -----------
Net Increase (Decrease)                      766.18         29.12      62,237.16
Units, at Beginning of the Year                0.00          0.00      63,940.84
                                            -------        ------    -----------
Units, at End of the Year                    766.18         29.12     126,178.00
                                            =======        ======    ===========

Unit Value at December 31, 1998          $    11.15     $    7.65 $        22.41
                                            =======        ======    ===========
</TABLE>
<TABLE>


                                           Alliance
                                            Growth      Alliance
                                              &          Growth       Alliance
                                            Income      Investors  International
                                          Portfolio     Portfolio     Portfolio
                                            -               -             -
<S>                                       <C>            <C>               <C>
Units Purchased                           33,634.28      4,748.04          0.00
Units Withdrawn                          (10,914.51)    (1,602.25)      (789.39)
Units Transferred Between Funds           54,953.57         19.95        789.39
Units Transferred From (To) AI Life            0.00          0.00          0.00
                                        -----------    ----------       -------
Net Increase (Decrease)                   77,673.34      3,165.74          0.00
Units, at Beginning of the Year           44,589.32      8,820.29          0.00
                                        -----------    ----------       -------
Units, at End of the Year                122,262.66     11,986.03          0.00
                                        ===========    ==========       =======

Unit Value at December 31, 1998       $       20.54   $     16.32    $    11.06
                                         ===========    ==========      =======
</TABLE>
Footnote 1 are all funds except for IVUL 2.
Footnote 2 are the IVUL 2 funds.
<PAGE>
<TABLE>


                                          Alliance       Alliance       Alliance
                                           Money          Premier       Premier
                                           Market         Growth         Growth
                                         Portfolio   1  Portfolio   2  Portfolio
                                             -               -             -
<S>                                       <C>           <C>               <C>
Units Purchased                           76,950.50     14,340.65         368.47
Units Withdrawn                           (1,125.28)    (1,636.22)        (15.78)
Units Transferred Between Funds          (73,883.89)    (2,993.66)         16.87
Units Transferred From (To) AI Life            0.00          0.00           0.00
                                         ----------    ----------        -------
Net Increase (Decrease)                    1,941.33      9,710.77         369.56
Units, at Beginning of the Year                0.00          0.00           0.00
                                         ----------    ----------        -------
Units, at End of the Year                  1,941.33      9,710.77         369.56
                                         ==========    ==========        =======

Unit Value at December 31, 1998        $      10.55 $       15.06     $    15.45
                                         ==========    ==========        =======
</TABLE>
<TABLE>
                                                        Alliance
                                          Alliance       Total        Alliance
                                         Technology      Return        Quasar
                                          Portfolio    Portfolio   1  Portfolio
                                               -             -            -
<S>                                       <C>              <C>         <C>
Units Purchased                           35,545.90        212.77      16,965.13
Units Withdrawn                           (7,116.84)        (4.98)     (4,825.62)
Units Transferred Between Funds           (5,978.18)         0.00      (4,170.54)
Units Transferred From (To) AI Life            0.00          0.00           0.00
                                         ----------       -------     ----------
Net Increase (Decrease)                   22,450.88        207.79       7,968.97
Units, at Beginning of the Year           23,596.78          0.00      20,181.26
                                         ----------       -------     ----------
Units, at End of the Year                 46,047.66        207.79      28,150.23
                                         ==========       =======     ==========

Unit Value at December 31, 1998        $      17.55 $       12.18    $     11.34
                                         ==========       =======     ==========
</TABLE>
<TABLE>

                                                         Alliance
                                                           U.S.
                                                       Government
                                           Alliance       High          Alliance
                                            Quasar        Grade         Utility
                                      2   Portfolio     Portfolio      Portfolio
                                                 -            -             -
<S>                                          <C>            <C>            <C>
Units Purchased                              531.58         89.14          72.17
Units Withdrawn                              (11.11)        (2.08)         (1.69)
Units Transferred Between Funds                3.26          0.00           0.00
Units Transferred From (To) AI Life            0.00          0.00           0.00
                                            -------        ------         ------
Net Increase (Decrease)                      523.73         87.06          70.48
Units, at Beginning of the Year                0.00          0.00           0.00
                                            -------        ------         ------
Units, at End of the Year                    523.73         87.06          70.48
                                            =======        ======         ======

Unit Value at December 31, 1998          $     9.15 $       11.12      $   14.47
                                            =======        ======         ======
</TABLE>

Footnote 1 are all funds except for IVUL 2.
Footnote 2 are the IVUL 2 funds.
<PAGE>
<TABLE>


                                           Dreyfus                       Dreyfus
                                            Small        Dreyfus           Zero
                                           Company        Stock           Coupon
                                            Stock         Index            2000
                                          Portfolio     Portfolio       Portfolio
                                                 -          -               -
<S>                                       <C>           <C>               <C>
Units Purchased                           15,130.34     64,100.90         653.34
Units Withdrawn                           (2,752.76)   (17,133.95)       (197.62)
Units Transferred Between Funds            1,013.09     21,583.46        (273.54)
Units Transferred From (To) AI Life            0.00          0.00           0.00
                                         ----------   -----------      ---------
Net Increase (Decrease)                   13,390.67     68,550.41         182.18
Units, at Beginning of the Year           12,290.97     54,287.23         976.29
                                         ----------   -----------      ---------
Units, at End of the Year                 25,681.64    122,837.64       1,158.47
                                         ==========   ===========      =========

Unit Value at December 31, 1998       $        9.66  $      22.11   $      11.72
                                         ==========   ===========      =========
</TABLE>
<TABLE>



                                           Fidelity
                                            Asset        Fidelity       Fidelity
                                           Manager     Contrafund       Growth
                                          Portfolio     Portfolio      Portfolio
                                              -             -              -
<S>                                       <C>           <C>            <C>
Units Purchased                           18,697.45     13,543.93      71,686.34
Units Withdrawn                           (4,063.22)    (1,631.36)    (19,446.08)
Units Transferred Between Funds            6,029.71     11,000.06      16,228.87
Units Transferred From (To) AI Life            0.00          0.00           0.00
                                         ----------    ----------    -----------
Net Increase (Decrease)                   20,663.94     22,912.63      68,469.13
Units, at Beginning of the Year           25,997.34          0.00      76,554.16
                                         ----------    ----------    -----------
Units, at End of the Year                 46,661.28     22,912.63     145,023.29
                                         ==========    ==========    ===========

Unit Value at December 31, 1998       $       17.01 $       12.96 $        21.02
                                         ==========    ==========    ===========
</TABLE>
<TABLE>


                                                        Fidelity
                                           Fidelity    Investment       Fidelity
                                             High         Grade          Money
                                            Income        Bond           Market
                                          Portfolio     Portfolio      Portfolio
                                               -           -                -
<S>                                        <C>          <C>           <C>
Units Purchased                            9,445.60     13,513.40     259,198.27
Units Withdrawn                           (2,853.91)    (1,307.38)    (28,981.43)
Units Transferred Between Funds           (7,301.62)    (2,236.28)   (105,109.51)
Units Transferred From (To) AI Life            0.00          0.00        (147.07)
                                         ----------    ----------    -----------
Net Increase (Decrease)                     (709.93)     9,969.74     124,960.26
Units, at Beginning of the Year           21,533.23      6,952.60     109,164.24
                                         ----------    ----------    -----------
Units, at End of the Year                 20,823.30     16,922.34     234,124.50
                                         ==========    ==========    ===========

Unit Value at December 31, 1998       $       12.64 $       12.33 $        11.74
                                         ==========    ==========    ===========
</TABLE>
Footnote 1 are all funds except for IVUL 2.
Footnote 2 are the IVUL 2 funds.
<PAGE>
<TABLE>
                                                                        Van Eck
                                                         Van Eck       Worldwide
                                           Fidelity     Worldwide       Emerging
                                           Overseas     Balanced        Markets
                                          Portfolio     Portfolio      Portfolio
                                             -             -                -
<S>                                       <C>              <C>          <C>
Units Purchased                           11,785.44        951.45       1,277.13
Units Withdrawn                           (4,501.28)      (606.33)       (278.62)
Units Transferred Between Funds           (9,535.93)    (7,669.26)      3,870.58
Units Transferred From (To) AI Life            0.00          0.00           0.00
                                         ----------     ---------      ---------
Net Increase (Decrease)                   (2,251.77)    (7,324.14)      4,869.09
Units, at Beginning of the Year           29,558.72      7,324.14           0.00
                                         ----------     ---------      ---------
Units, at End of the Year                 27,306.95          0.00       4,869.09
                                         ==========     =========      =========

Unit Value at December 31, 1998       $       13.92  $      13.05   $       6.07
                                         ==========     =========      =========
</TABLE>
<TABLE>


                                            Van Eck        WP&G           WP&G
                                           Worldwide     Tomorrow       Tomorrow
                                              Hard         Long          Medium
                                             Assets        Term           Term
                                           Portfolio    Portfolio      Portfolio
                                               -             -               -
<S>                                        <C>           <C>               <C>
Units Purchased                            1,987.17      3,171.98          96.93
Units Withdrawn                             (614.56)      (914.92)        (41.35)
Units Transferred Between Funds              411.71       (301.20)        (53.41)
Units Transferred From (To) AI Life            0.00          0.00           0.00
                                          ---------      --------        -------
Net Increase (Decrease)                    1,784.32      1,955.86           2.17
Units, at Beginning of the Year            2,660.66      2,002.12         338.89
                                          ---------     ---------        -------
Units, at End of the Year                  4,444.98      3,957.98         341.06
                                          =========     =========        =======

Unit Value at December 31, 1998         $      7.78 $       14.89     $    14.09
                                          =========     =========        =======
</TABLE>
<TABLE>
                                               WP&G
                                             Tomorrow
                                              Short
                                               Term
                                            Portfolio
                                               -
<S>                                          <C>
Units Purchased                              355.59
Units Withdrawn                              (66.23)
Units Transferred Between Funds                0.00
Units Transferred From (To) AI Life            0.00
                                            -------
Net Increase (Decrease)                      289.36
Units, at Beginning of the Year              207.88
                                            -------
Units, at End of the Year                    497.24
                                            =======

Unit Value at December 31, 1998          $    13.53
                                            =======

</TABLE>

<PAGE>

                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                               VARIABLE ACCOUNT II

                       STATEMENT OF ASSETS AND LIABILITIES
                                  June 30, 1999
                                   (UNAUDITED)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------


ASSETS:
       Investments at Market Value:

                                                                         Shares                Cost                Market Value
                                                                 -------------------------------------------------------------------
                                                                 -------------------------------------------------------------------
                 <S>                                              <C>                   <C>                     <C>
                 Aim
                   Capital Appreciation Portfolio                           10,805.488             $ 249,819              $ 298,233
                   International Equity Portfolio                           20,496.370               391,703                419,972
                 Alliance
                   Conservative Investors Portfolio                          2,927.800                39,325                 38,008
                   Global Bond Portfolio                                       917.299                10,918                 10,118
                   Global Dollar Government Portfolio                           21.679                   207                    199
                   Growth Portfolio                                        125,732.125             2,913,012              3,613,542
                   Growth & Income Portfolio                               105,558.666             2,199,332              2,366,630
                   Growth Investors Portfolio                               15,147.517               227,200                234,485
                   International Portfolio                                  77,466.493             1,266,448              1,267,351
                   Money Market Portfolio                                   18,894.760                18,894                 18,894
                   Premier Growth Portfolio                                 12,701.909               398,621                439,232
                   Technology Portfolio                                     57,463.815               968,037              1,268,800
                   Total Return Portfolio                                      146.582                 2,527                  2,596
                   Quasar Portfolio                                         34,113.346               431,357                403,561
                   U.S. Government High Grade Portfolio                         80.333                   979                    894
                   Utility Income Portfolio                                     53.460                   963                  1,096
                 Dreyfus
                   Small Company Stock Portfolio                            20,832.049               304,387                322,063
                   Stock Index Portfolio                                   112,926.188             3,354,848              4,077,763
                   Zero Coupon 2000 Portfolio                                1,421.146                17,643                 17,522
                 Fidelity
                   Asset Manager Portfolio                                  59,137.949             1,015,942              1,046,147
                   Contrafund Portfolio                                     26,674.610               626,598                696,208
                   Growth Portfolio                                        101,729.251             4,011,783              4,652,079
                   High Income Portfolio                                    42,882.754               491,124                484,145
                   Investment Grade Bond Portfolio                          36,337.125               449,167                438,953
                   Money Market Portfolio                                2,135,704.870             2,135,705              2,135,705
                   Overseas Portfolio                                       23,221.474               459,413                483,010
                 Van Eck
                   Worldwide Emerging Markets Portfolio                      6,067.441                43,166                 63,039
                   Worldwide Hard Assets Portfolio                           3,933.951                39,070                 42,131
                 Weiss,Peck & Greer
                   Tomorrow Long Term Portfolio                              7,003.469                60,351                 68,282
                   Tomorrow MediumTerm Portfolio                               523.557                 4,803                  5,074
                   Tomorrow Short Term Portfolio                               807.668                 8,611                  8,666

                                                                                       ----------------------  ---------------------
                                                                                       ======================  ---------------------
                 Total Investments                                                              $ 22,141,953           $ 24,924,398
                                                                                       ======================
                                                                                       ======================
                      Total Assets                                                                                     $ 24,924,398
                                                                                                               =====================
                                                                                                               =====================
EQUITY:
       Contract Owners' Equity                                                                                         $ 24,924,398
                                                                                                               ---------------------
                                                                                                               =====================
                      Total Equity                                                                                     $ 24,924,398
                                                                                                               =====================
                                                                                                               =====================
</TABLE>


<PAGE>
                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                               VARIABLE ACCOUNT II

                             STATEMENT OF OPERATIONS

                     For The Six Months Ended June 30, 1999
                                   (UNAUDITED)
<TABLE>
<CAPTION>


                                                                          Aim                    Aim
                                                                        Capital             International
                                                                      Appreciation             Equity
                                                   Total               Portfolio              Portfolio
<S>                                           <C>                   <C>                    <C>
Investment Income (Loss):
    Dividends                                      $1,156,716                     $0                    $0
Expenses:
    Mortality & Expense Risk Fees                      95,246                  1,003                 1,515
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------
Net Investment Income (Loss)                        1,061,470                 (1,003)               (1,515)
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                      508,874                  2,472                (2,086)
    Change in Unrealized Appreciation
        (Depreciation)                                812,559                 22,580                20,530
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------
    Net Gain (Loss) on Investments                  1,321,433                 25,052                18,444
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                      $2,382,903                $24,049               $16,929
                                              ================      =================      ================
                                              ================      =================      ================
</TABLE>
<TABLE>
<CAPTION>

                                                                                              Alliance
                                                 Alliance               Alliance               Global
                                               Conservative              Global                Dollar
                                                 Investors                Bond               Government
                                                 Portfolio             Portfolio              Portfolio
<S>                                           <C>                   <C>                    <C>
Investment Income (Loss):
    Dividends                                          $3,311                   $322                   $31
Expenses:
    Mortality & Expense Risk Fees                         161                     39                     1
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------
Net Investment Income (Loss)                            3,150                    283                    30
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                          250                     62                     2
    Change in Unrealized Appreciation
        (Depreciation)                                 (3,050)                (1,090)                  (18)
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------
    Net Gain (Loss) on Investments                     (2,800)                (1,028)                  (16)
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                            $350                  ($745)                  $14
                                              ================      =================      ================
                                              ================      =================      ================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                                        Alliance
                                                                         Growth               Alliance
                                                 Alliance                  &                   Growth
                                                  Growth                 Income               Investors
                                                 Portfolio             Portfolio              Portfolio
<S>                                           <C>                   <C>                    <C>
Investment Income (Loss):
    Dividends                                        $270,895               $228,364               $22,202
Expenses:
    Mortality & Expense Risk Fees                      14,062                  9,000                   962
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------
Net Investment Income (Loss)                          256,833                219,364                21,240
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                       42,071                 45,713                 6,259
    Change in Unrealized Appreciation
        (Depreciation)                                142,860                 27,574               (18,333)
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------
    Net Gain (Loss) on Investments                    184,931                 73,287               (12,074)
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                        $441,764               $292,651                $9,166
                                              ================      =================      ================
                                              ================      =================      ================
</TABLE>
<TABLE>
<CAPTION>


                                                                        Alliance              Alliance
                                                 Alliance                Money                 Premier
                                               International            Market                 Growth
                                                 Portfolio             Portfolio              Portfolio
<S>                                           <C>                   <C>                    <C>
Investment Income (Loss):
    Dividends                                         $30,720                 $9,337                $4,775
Expenses:
    Mortality & Expense Risk Fees                         621                  1,935                 1,206
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------
Net Investment Income (Loss)                           30,099                  7,402                 3,569
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                       89,322                      0                 3,188
    Change in Unrealized Appreciation
        (Depreciation)                                    904                      0                24,050
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------
    Net Gain (Loss) on Investments                     90,226                      0                27,238
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                        $120,325                 $7,402               $30,807
                                              ================      =================      ================
                                              ================      =================      ================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                                                        Alliance
                                                 Alliance                Total                Alliance
                                                Technology              Return                 Quasar
                                                 Portfolio             Portfolio              Portfolio
<S>                                           <C>                   <C>                    <C>
Investment Income (Loss):
    Dividends                                          $3,163                   $230                $1,251
Expenses:
    Mortality & Expense Risk Fees                       6,236                     11                 1,941
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------
Net Investment Income (Loss)                           (3,073)                   219                  (690)
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                      155,237                      7                33,648
    Change in Unrealized Appreciation
        (Depreciation)                                118,625                    (44)               26,546
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------
    Net Gain (Loss) on Investments                    273,862                    (37)               60,194
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                        $270,789                   $182               $59,504
                                              ================      =================      ================
                                              ================      =================      ================
</TABLE>
<TABLE>
<CAPTION>
                                                 Alliance
                                                   U.S.                                        Dreyfus
                                                Government                                      Small
                                                   High                 Alliance               Company
                                                   Grade                Utility                 Stock
                                                 Portfolio             Portfolio              Portfolio
<S>                                           <C>                   <C>                    <C>
Investment Income (Loss):
    Dividends                                             $60                    $44                    $0
Expenses:
    Mortality & Expense Risk Fees                           4                      5                 1,212
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------
Net Investment Income (Loss)                               56                     39                (1,212)
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                           (1)                     5                (4,381)
    Change in Unrealized Appreciation
        (Depreciation)                                    (86)                    80                14,529
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------
    Net Gain (Loss) on Investments                        (87)                    85                10,148
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                            ($31)                  $124                $8,936
                                              ================      =================      ================
                                              ================      =================      ================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                                        Dreyfus
                                                  Dreyfus                 Zero                Fidelity
                                                   Stock                 Coupon                 Asset
                                                   Index                  2000                 Manager
                                                 Portfolio             Portfolio              Portfolio
<S>                                           <C>                   <C>                    <C>
Investment Income (Loss):
    Dividends                                         $34,929                   $367               $61,501
Expenses:
    Mortality & Expense Risk Fees                      15,127                     74                 4,090
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------
Net Investment Income (Loss)                           19,802                    293                57,411
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                       37,382                      8                    62
    Change in Unrealized Appreciation
        (Depreciation)                                324,858                   (235)              (13,951)
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------
    Net Gain (Loss) on Investments                    362,240                   (227)              (13,889)
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                        $382,042                    $66               $43,522
                                              ================      =================      ================
                                              ================      =================      ================
</TABLE>
<TABLE>
<CAPTION>


                                                                                              Fidelity
                                                 Fidelity               Fidelity                High
                                                Contrafund               Growth                Income
                                                 Portfolio             Portfolio              Portfolio
<S>                                           <C>                   <C>                    <C>
Investment Income (Loss):
    Dividends                                         $13,299               $360,271               $25,817
Expenses:
    Mortality & Expense Risk Fees                       2,211                 17,101                 1,749
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------
Net Investment Income (Loss)                           11,088                343,170                24,068
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                        8,175                105,690                (7,194)
    Change in Unrealized Appreciation
        (Depreciation)                                 32,133                 43,368                10,843
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------
    Net Gain (Loss) on Investments                     40,308                149,058                 3,649
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                         $51,396               $492,228               $27,717
                                              ================      =================      ================
                                              ================      =================      ================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                 Fidelity
                                                Investment              Fidelity
                                                   Grade                 Money                Fidelity
                                                   Bond                  Market               Overseas
                                                 Portfolio             Portfolio              Portfolio
<S>                                           <C>                   <C>                    <C>
Investment Income (Loss):
    Dividends                                         $11,228                $57,899               $16,156
Expenses:
    Mortality & Expense Risk Fees                       1,568                 10,734                 1,955
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------
Net Investment Income (Loss)                            9,660                 47,165                14,201
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                         (175)                     0                  (850)
    Change in Unrealized Appreciation
        (Depreciation)                                (16,477)                     0                19,843
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------
    Net Gain (Loss) on Investments                    (16,652)                     0                18,993
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                         ($6,992)               $47,165               $33,194
                                              ================      =================      ================
                                              ================      =================      ================
</TABLE>
<TABLE>
<CAPTION>

                                                                         VanEck                VanEck
                                                  VanEck               Worldwide              Worldwide
                                                 Worldwide              Emerging                Hard
                                                 Balanced               Markets                Assets
                                                 Portfolio             Portfolio              Portfolio
<S>                                          <C>                   <C>                    <C>
Investment Income (Loss):
    Dividends                                              $0                     $0                  $544
Expenses:
    Mortality & Expense Risk Fees                           0                    205                   191
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------
Net Investment Income (Loss)                                0                   (205)                  353
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                            0                  2,401                (8,601)
    Change in Unrealized Appreciation
        (Depreciation)                                      0                 17,222                15,657
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------
    Net Gain (Loss) on Investments                          0                 19,623                 7,056
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                              $0                $19,418                $7,409
                                              ================      =================      ================
                                              ================      =================      ================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                   WP&G                   WP&G                  WP&G
                                                 Tomorrow               Tomorrow              Tomorrow
                                                   Long                  Medium                 Short
                                                   Term                   Term                  Term
                                                 Portfolio             Portfolio              Portfolio
<S>                                           <C>                   <C>                    <C>
Investment Income (Loss):
    Dividends                                              $0                     $0                    $0
Expenses:
    Mortality & Expense Risk Fees                         279                     22                    26
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------
Net Investment Income (Loss)                             (279)                   (22)                  (26)
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                          132                      2                    74
    Change in Unrealized Appreciation
        (Depreciation)                                  3,502                    135                     4
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------
    Net Gain (Loss) on Investments                      3,634                    137                    78
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                          $3,355                   $115                   $52
                                              ================      =================      ================
                                              ================      =================      ================
</TABLE>

<PAGE>

                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                               VARIABLE ACCOUNT II

                       STATEMENT OF CHANGES IN NET ASSETS
            For The Six Months Ended June 30, 1999 and June 30, 1998
                                   (UNAUDITED)
 <TABLE>
<CAPTION>
                  1999
                                                                        Aim                 Aim
                                                                      Capital          International
                                                                    Appreciation           Equity
                                                   Total             Portfolio           Portfolio
<S>                                             <C>                 <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                   $1,061,470             ($1,003)            ($1,515)
    Realized Gain (Loss) on Investment Activity       508,874               2,472              (2,086)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                 812,559              22,580              20,530
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                 2,382,903              24,049              16,929
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------

Capital Transactions:
    Contract Deposits                               5,722,064              91,862             183,148
    Cost Of Insurance Charge                       (1,039,582)            (16,325)            (21,491)
    Policy Loans                                     (146,563)             (4,390)             (2,936)
    Transfers                                           9,636               4,687                 831
    Contract Withdrawals                             (185,339)             (2,427)             (1,125)
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                       4,360,216              73,407             158,427
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Total Increase (Decrease) in Net Assets             6,743,119              97,456             175,356
Net Assets, at Beginning of Year                   18,181,279             200,777             244,616
                                               ---------------     ---------------     ---------------
                                               ===============     ===============     ===============
Net Assets, at End of Year                        $24,924,398            $298,233            $419,972
                                               ===============     ===============     ===============
                                               ===============     ===============     ===============
</TABLE>
<TABLE>
<CAPTION>
                                                                                          Alliance
                                                  Alliance            Alliance             Global
                                                Conservative           Global              Dollar
                                                 Investors              Bond             Government
                                                 Portfolio           Portfolio           Portfolio
<S>                                            <C>                 <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                       $3,150                $283                 $30
    Realized Gain (Loss) on Investment Activity           250                  62                   2
    Change in Unrealized Appreciation
        (Depreciation) of Investments                  (3,050)             (1,090)                (18)
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Increase (Decrease) in Net Assets Resulting
                                                          350                (745)                 14
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------

Capital Transactions:
    Contract Deposits                                   6,361               3,017                   0
    Cost Of Insurance Charge                           (1,619)               (686)                (37)
    Policy Loans                                            0                   0                   0
    Transfers                                              10                 (15)                  0
    Contract Withdrawals                                  (89)                  0                   0
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                           4,663               2,316                 (37)
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Total Increase (Decrease) in Net Assets                 5,013               1,571                 (23)
Net Assets, at Beginning of Year                       32,995               8,547                 222
                                               ---------------     ---------------     ---------------
                                               ===============     ===============     ===============
Net Assets, at End of Year                            $38,008             $10,118                $199
                                               ===============     ===============     ===============
                                               ===============     ===============     ===============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                      Alliance
                                                                       Growth             Alliance
                                                  Alliance               &                 Growth
                                                   Growth              Income            Investors
                                                 Portfolio           Portfolio           Portfolio
<S>                                             <C>                 <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                     $256,833            $219,364             $21,240
    Realized Gain (Loss) on Investment Activity        42,071              45,713               6,259
    Change in Unrealized Appreciation
        (Depreciation) of Investments                 142,860              27,574             (18,333)
                                               ---------------     ---------------     ---------------
                                               ----------------     ---------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                   441,764             292,651               9,166
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------

Capital Transactions:
    Contract Deposits                                 552,278            (296,632)             39,410
    Cost Of Insurance Charge                         (131,720)            (92,576)             (7,893)
    Policy Loans                                      (29,702)            (19,241)             (1,507)
    Transfers                                          (2,095)              1,005                 211
    Contract Withdrawals                              (44,226)            (29,468)               (550)
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                         344,535            (436,912)             29,671
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Total Increase (Decrease) in Net Assets               786,299            (144,261)             38,837
Net Assets, at Beginning of Year                    2,827,243           2,510,891             195,648
                                               ---------------     ---------------     ---------------
                                               ===============     ===============     ===============
Net Assets, at End of Year                         $3,613,542          $2,366,630            $234,485
                                               ===============     ===============     ===============
                                               ===============     ===============     ===============
</TABLE>
<TABLE>
<CAPTION>

                                                                      Alliance            Alliance
                                                  Alliance             Money              Premier
                                               International          Market               Growth
                                                 Portfolio           Portfolio           Portfolio
<S>                                           <C>                 <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                      $30,099              $7,402              $3,569
    Realized Gain (Loss) on Investment Activity        89,322                   0               3,188
    Change in Unrealized Appreciation
        (Depreciation) of Investments                     904                   0              24,050
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                   120,325               7,402              30,807
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------

Capital Transactions:
    Contract Deposits                               1,150,203               5,538             278,594
    Cost Of Insurance Charge                                0             (14,523)            (25,155)
    Policy Loans                                            0                   0                (569)
    Transfers                                          (3,177)                 (7)              5,087
    Contract Withdrawals                                    0                   0              (1,499)
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                       1,147,026              (8,992)            256,458
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Total Increase (Decrease) in Net Assets             1,267,351              (1,590)            287,265
Net Assets, at Beginning of Year                            0              20,484             151,967
                                               ---------------     ---------------     ---------------
                                               ===============     ===============     ===============
Net Assets, at End of Year                         $1,267,351             $18,894            $439,232
                                               ===============     ===============     ===============
                                               ===============     ===============     ===============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                                      Alliance
                                                  Alliance             Total              Alliance
                                                 Technology           Return               Quasar
                                                 Portfolio           Portfolio           Portfolio
<S>                                             <C>                 <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                      ($3,073)               $219               ($690)
    Realized Gain (Loss) on Investment Activity       155,237                   7              33,648
    Change in Unrealized Appreciation
        (Depreciation) of Investments                 118,625                 (44)             26,546
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                   270,789                 182              59,504
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------

Capital Transactions:
    Contract Deposits                                 286,213                   0              45,407
    Cost Of Insurance Charge                          (68,064)               (116)            (20,228)
    Policy Loans                                      (14,138)                  0              (2,780)
    Transfers                                         (10,382)                  0                (120)
    Contract Withdrawals                               (3,718)                  0              (2,102)
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                         189,911                (116)             20,177
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Total Increase (Decrease) in Net Assets               460,700                  66              79,681
Net Assets, at Beginning of Year                      808,100               2,530             323,880
                                               ---------------     ---------------     ---------------
                                               ===============     ===============     ===============
Net Assets, at End of Year                         $1,268,800              $2,596            $403,561
                                               ===============     ===============     ===============
                                               ===============     ===============     ===============
</TABLE>
<TABLE>
<CAPTION>
                                                  Alliance
                                                    U.S.                                  Dreyfus
                                                 Government                                Small
                                                    High              Alliance            Company
                                                   Grade              Utility              Stock
                                                 Portfolio           Portfolio           Portfolio
<S>                                                <C>                 <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                          $56                 $39             ($1,212)
    Realized Gain (Loss) on Investment Activity            (1)                  5              (4,381)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                     (86)                 80              14,529
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                       (31)                124               8,936
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------

Capital Transactions:
    Contract Deposits                                       0                   0              77,630
    Cost Of Insurance Charge                              (43)                (48)            (11,603)
    Policy Loans                                            0                   0                   0
    Transfers                                               0                   0                (908)
    Contract Withdrawals                                    0                   0                 (20)
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                             (43)                (48)             65,099
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Total Increase (Decrease) in Net Assets                   (74)                 76              74,035
Net Assets, at Beginning of Year                          968               1,020             248,028
                                               ---------------     ---------------     ---------------
                                               ===============     ===============     ===============
Net Assets, at End of Year                               $894              $1,096            $322,063
                                               ===============     ===============     ===============
                                               ===============     ===============     ===============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                      Dreyfus
                                                  Dreyfus               Zero              Fidelity
                                                   Stock               Coupon              Asset
                                                   Index                2000              Manager
                                                 Portfolio           Portfolio           Portfolio
<S>                                               <C>                 <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                      $19,802                $293             $57,411
    Realized Gain (Loss) on Investment Activity        37,382                   8                  62
    Change in Unrealized Appreciation
        (Depreciation) of Investments                 324,858                (235)            (13,951)
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                   382,042                  66              43,522
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------

Capital Transactions:
    Contract Deposits                               1,219,319               4,833             256,536
    Cost Of Insurance Charge                         (184,621)               (956)            (44,559)
    Policy Loans                                      (25,151)                  0              (6,948)
    Transfers                                          (1,950)                  0               5,187
    Contract Withdrawals                              (27,241)                  0              (1,435)
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                         980,356               3,877             208,781
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Total Increase (Decrease) in Net Assets             1,362,398               3,943             252,303
Net Assets, at Beginning of Year                    2,715,365              13,579             793,844
                                               ---------------     ---------------     ---------------
                                               ===============     ===============     ===============
Net Assets, at End of Year                         $4,077,763             $17,522          $1,046,147
                                               ===============     ===============     ===============
                                               ===============     ===============     ===============
</TABLE>
<TABLE>
<CAPTION>

                                                                                          Fidelity
                                                  Fidelity            Fidelity              High
                                                 Contrafund            Growth              Income
                                                 Portfolio           Portfolio           Portfolio
<S>                                              <C>                 <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                      $11,088            $343,170             $24,068
    Realized Gain (Loss) on Investment Activity         8,175             105,690              (7,194)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                  32,133              43,368              10,843
                                               ---------------     ---------------     ---------------
                                               --------------     ---------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                    51,396             492,228              27,717
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------

Capital Transactions:
    Contract Deposits                                 375,596           1,360,060             214,420
    Cost Of Insurance Charge                          (28,039)           (181,621)            (16,444)
    Policy Loans                                            0             (32,378)             (1,388)
    Transfers                                           3,721              14,984               1,288
    Contract Withdrawals                               (3,308)            (49,698)             (4,757)
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                         347,970           1,111,347             193,119
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Total Increase (Decrease) in Net Assets               399,366           1,603,575             220,836
Net Assets, at Beginning of Year                      296,842           3,048,504             263,309
                                               ---------------     ---------------     ---------------
                                               ===============     ===============     ===============
Net Assets, at End of Year                           $696,208          $4,652,079            $484,145
                                               ===============     ===============     ===============
                                               ===============     ===============     ===============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                  Fidelity
                                                 Investment           Fidelity
                                                   Grade               Money              Fidelity
                                                    Bond               Market             Overseas
                                                 Portfolio           Portfolio           Portfolio
<S>                                             <C>                 <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                       $9,660             $47,165             $14,201
    Realized Gain (Loss) on Investment Activity          (175)                  0                (850)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                 (16,477)                  0              19,843
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                    (6,992)             47,165              33,194
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------

Capital Transactions:
    Contract Deposits                                 256,598            (520,179)             97,031
    Cost Of Insurance Charge                          (15,837)           (126,422)            (19,725)
    Policy Loans                                            0              (1,476)             (2,826)
    Transfers                                              11              (8,399)                 71
    Contract Withdrawals                               (3,545)             (3,403)             (4,966)
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                         237,227            (659,879)             69,585
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Total Increase (Decrease) in Net Assets               230,235            (612,714)            102,779
Net Assets, at Beginning of Year                      208,718           2,748,419             380,231
                                               ---------------     ---------------     ---------------
                                               ===============     ===============     ===============
Net Assets, at End of Year                           $438,953          $2,135,705            $483,010
                                               ===============     ===============     ===============
                                               ===============     ===============     ===============
</TABLE>
<TABLE>
<CAPTION>
                                                                       VanEck              VanEck
                                                   VanEck            Worldwide           Worldwide
                                                 Worldwide            Emerging              Hard
                                                  Balanced            Markets              Assets
                                                 Portfolio           Portfolio           Portfolio
<S>                                               <C>                 <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                           $0               ($205)               $353
    Realized Gain (Loss) on Investment Activity             0               2,401              (8,601)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                       0              17,222              15,657
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                         0              19,418               7,409
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------

Capital Transactions:
    Contract Deposits                                       0              17,834               4,291
    Cost Of Insurance Charge                                0              (3,079)             (2,503)
    Policy Loans                                            0                   0                   0
    Transfers                                               0                (673)                 32
    Contract Withdrawals                                    0                   0              (1,658)
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                               0              14,082                 162
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Total Increase (Decrease) in Net Assets                     0              33,500               7,571
Net Assets, at Beginning of Year                            0              29,539              34,560
                                               ---------------     ---------------     ---------------
                                               ===============     ===============     ===============
Net Assets, at End of Year                                 $0             $63,039             $42,131
                                               ===============     ===============     ===============
                                               ===============     ===============     ===============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                    WP&G                WP&G                WP&G
                                                  Tomorrow            Tomorrow            Tomorrow
                                                    Long               Medium              Short
                                                    Term                Term                Term
                                                 Portfolio           Portfolio           Portfolio
<S>                                              <C>                 <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                        ($279)               ($22)               ($26)
    Realized Gain (Loss) on Investment Activity           132                   2                  74
    Change in Unrealized Appreciation
        (Depreciation) of Investments                   3,502                 135                   4
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                     3,355                 115                  52
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------

Capital Transactions:
    Contract Deposits                                  10,036                 335               2,325
    Cost Of Insurance Charge                           (2,982)               (181)               (486)
    Policy Loans                                       (1,133)                  0                   0
    Transfers                                             189                   0                  48
    Contract Withdrawals                                 (104)                  0                   0
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                           6,006                 154               1,887
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Total Increase (Decrease) in Net Assets                 9,361                 269               1,939
Net Assets, at Beginning of Year                       58,921               4,805               6,727
                                               ---------------     ---------------     ---------------
                                               ===============     ===============     ===============
Net Assets, at End of Year                            $68,282              $5,074              $8,666
                                               ===============     ===============     ===============
                                               ===============     ===============     ===============
</TABLE>
<PAGE>

                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                               VARIABLE ACCOUNT II

                       STATEMENT OF CHANGES IN NET ASSETS
            For The Six Months Ended June 30, 1999 and June 30, 1998
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                   1998
                                                                          Aim                Aim
                                                                        Capital         International
                                                                        Appreciation        Equity
                                                     Total             Portfolio          Portfolio
<S>                                                <C>                 <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                       $620,103               ($141)             ($143)
    Realized Gain (Loss) on Investment Activity          90,940                 239                558
    Change in Unrealized Appreciation
        (Depreciation) of Investments                   479,873               3,664              2,791
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                   1,190,916               3,762              3,206
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------

Capital Transactions:
    Contract Deposits                                 4,180,989              60,258             75,808
    Cost Of Insurance Charge                           (677,153)             (1,960)            (3,222)
    Policy Loans                                        (92,940)                  0                  0
    Transfers                                            20,633                  30                (48)
    Contract Withdrawals                                (72,915)                  0               (586)
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                         3,358,614              58,328             71,952
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Total Increase (Decrease) in Net Assets               4,549,530              62,090             75,158
Net Assets, at Beginning of Year                      7,272,203                   0                  0
                                                 ---------------     ---------------    ---------------
                                                 ===============     ===============    ===============
Net Assets, at End of Year                          $11,821,733             $62,090            $75,158
                                                 ===============     ===============    ===============
                                                 ===============     ===============    ===============
</TABLE>
<TABLE>
<CAPTION>
                                                                                           Alliance
                                                    Alliance            Alliance            Global
                                                    Conservative         Global             Dollar
                                                   Investors              Bond            Government
                                                   Portfolio           Portfolio          Portfolio
<S>                                                <C>                 <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                         $1,954                 $16                 $0
    Realized Gain (Loss) on Investment Activity             278                   0                  0
    Change in Unrealized Appreciation
        (Depreciation) of Investments                      (134)                (12)                 0
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                       2,098                   4                  0
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------

Capital Transactions:
    Contract Deposits                                     9,476               1,000                  0
    Cost Of Insurance Charge                             (1,942)               (103)                 0
    Policy Loans                                              0                   0                  0
    Transfers                                                (1)                  2                  0
    Contract Withdrawals                                    (49)                  0                  0
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                             7,484                 899                  0
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Total Increase (Decrease) in Net Assets                   9,582                 903                  0
Net Assets, at Beginning of Year                         24,072                   0                  0
                                                 ---------------     ---------------    ---------------
                                                 ===============     ===============    ===============
Net Assets, at End of Year                              $33,654                $903                 $0
                                                 ===============     ===============    ===============
                                                 ===============     ===============    ===============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                        Alliance
                                                                         Growth            Alliance
                                                    Alliance               &                Growth
                                                     Growth              Income           Investors
                                                   Portfolio           Portfolio          Portfolio
<S>                                               <C>                 <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                       $103,935            $106,829            $13,388
    Realized Gain (Loss) on Investment Activity           7,627              17,209              1,713
    Change in Unrealized Appreciation
        (Depreciation) of Investments                   147,554              (8,204)             4,029
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                     259,116             115,834             19,130
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------

Capital Transactions:
    Contract Deposits                                   774,253             430,609             48,696
    Cost Of Insurance Charge                            (92,573)            (70,238)            (9,803)
    Policy Loans                                         (4,363)            (16,339)            (1,148)
    Transfers                                              (277)              1,618                238
    Contract Withdrawals                                (23,231)             (2,734)            (1,423)
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                           653,809             342,916             36,560
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Total Increase (Decrease) in Net Assets                 912,925             458,750             55,690
Net Assets, at Beginning of Year                      1,123,048             764,335            117,458
                                                 ---------------     ---------------    ---------------
                                                 ===============     ===============    ===============
Net Assets, at End of Year                           $2,035,973          $1,223,085           $173,148
                                                 ===============     ===============    ===============
                                                 ===============     ===============    ===============
</TABLE>
<TABLE>
<CAPTION>

                                                                        Alliance           Alliance
                                                    Alliance             Money             Premier
                                                    International       Market              Growth
                                                   Portfolio           Portfolio          Portfolio
<S>                                               <C>                 <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                             $0                  $2              ($319)
    Realized Gain (Loss) on Investment Activity               0                   0              1,349
    Change in Unrealized Appreciation
        (Depreciation) of Investments                         0                   0             16,402
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                           0                   2             17,432
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------

Capital Transactions:
    Contract Deposits                                         0               2,325            239,765
    Cost Of Insurance Charge                                  0                   0             (4,886)
    Policy Loans                                              0                   0               (122)
    Transfers                                                 0                   7              2,287
    Contract Withdrawals                                      0                   0               (486)
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                 0               2,332            236,558
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Total Increase (Decrease) in Net Assets                       0               2,334            253,990
Net Assets, at Beginning of Year                              0                   0                  0
                                                 ---------------     ---------------    ---------------
                                                 ===============     ===============    ===============
Net Assets, at End of Year                                   $0              $2,334           $253,990
                                                 ===============     ===============    ===============
                                                 ===============     ===============    ===============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                                        Alliance
                                                    Alliance             Total             Alliance
                                                   Technology           Return              Quasar
                                                   Portfolio           Portfolio          Portfolio
<S>                                               <C>                 <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                        ($1,274)                 $0            $30,035
    Realized Gain (Loss) on Investment Activity          18,667                   0              7,898
    Change in Unrealized Appreciation
        (Depreciation) of Investments                    76,056                   0             (1,127)
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                      93,449                   0             36,806
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------

Capital Transactions:
    Contract Deposits                                   222,857                   0            181,742
    Cost Of Insurance Charge                            (26,342)                  0            (18,284)
    Policy Loans                                           (306)                  0                (27)
    Transfers                                             3,117                   0                746
    Contract Withdrawals                                 (5,990)                  0             (6,366)
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                           193,336                   0            157,811
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Total Increase (Decrease) in Net Assets                 286,785                   0            194,617
Net Assets, at Beginning of Year                        255,061                   0            241,676
                                                 ---------------     ---------------    ---------------
                                                 ===============     ===============    ===============
Net Assets, at End of Year                             $541,846                  $0           $436,293
                                                 ===============     ===============    ===============
                                                 ===============     ===============    ===============
</TABLE>
<TABLE>
<CAPTION>
                                                    Alliance
                                                      U.S.                                 Dreyfus
                                                     Government                             Small
                                                      High              Alliance           Company
                                                     Grade              Utility             Stock
                                                   Portfolio           Portfolio          Portfolio
<S>                                               <C>                 <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                             $0                  $0              ($269)
    Realized Gain (Loss) on Investment Activity               0                   0               (279)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                         0                   0              4,132
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                           0                   0              3,584
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------

Capital Transactions:
    Contract Deposits                                         0                   0            112,792
    Cost Of Insurance Charge                                  0                   0            (10,791)
    Policy Loans                                              0                   0             (1,446)
    Transfers                                                 0                   0                320
    Contract Withdrawals                                      0                   0                  0
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                 0                   0            100,875
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Total Increase (Decrease) in Net Assets                       0                   0            104,459
Net Assets, at Beginning of Year                              0                   0            127,381
                                                 ---------------     ---------------    ---------------
                                                 ===============     ===============    ===============
Net Assets, at End of Year                                   $0                  $0           $231,840
                                                 ===============     ===============    ===============
                                                 ===============     ===============    ===============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                        Dreyfus
                                                    Dreyfus               Zero             Fidelity
                                                     Stock               Coupon             Asset
                                                     Index                2000             Manager
                                                   Portfolio           Portfolio          Portfolio
<S>                                               <C>                 <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                         $6,790                $239            $58,821
    Realized Gain (Loss) on Investment Activity          24,151                  81             (1,580)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                   172,347                 (34)           (13,576)
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                     203,288                 286             43,665
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------

Capital Transactions:
    Contract Deposits                                   802,182               2,321            159,012
    Cost Of Insurance Charge                           (106,448)             (1,120)           (27,167)
    Policy Loans                                        (15,535)                  0               (471)
    Transfers                                             8,369                 (11)             1,519
    Contract Withdrawals                                (11,677)                  0             (1,183)
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                           676,891               1,190            131,710
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Total Increase (Decrease) in Net Assets                 880,179               1,476            175,375
Net Assets, at Beginning of Year                        944,435              10,766            387,906
                                                 ---------------     ---------------    ---------------
                                                 ===============     ===============    ===============
Net Assets, at End of Year                           $1,824,614             $12,242           $563,281
                                                 ===============     ===============    ===============
                                                 ===============     ===============    ===============
</TABLE>
<TABLE>
<CAPTION>

                                                                                           Fidelity
                                                    Fidelity            Fidelity             High
                                                   Contrafund            Growth             Income
                                                   Portfolio           Portfolio          Portfolio
<S>                                               <C>                 <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                         $1,608            $174,038            $32,520
    Realized Gain (Loss) on Investment Activity             443               9,309                (55)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                     6,291              88,810            (19,696)
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                       8,342             272,157             12,769
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------

Capital Transactions:
    Contract Deposits                                   126,109             733,715             69,718
    Cost Of Insurance Charge                             (2,866)           (117,408)           (16,936)
    Policy Loans                                              0             (16,149)                 0
    Transfers                                              (261)              9,306                (33)
    Contract Withdrawals                                      0             (12,187)              (707)
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                           122,982             597,277             52,042
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Total Increase (Decrease) in Net Assets                 131,324             869,434             64,811
Net Assets, at Beginning of Year                              0           1,164,075            287,181
                                                 ---------------     ---------------    ---------------
                                                 ===============     ===============    ===============
Net Assets, at End of Year                             $131,324          $2,033,509           $351,992
                                                 ===============     ===============    ===============
                                                 ===============     ===============    ===============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                    Fidelity
                                                   Investment           Fidelity
                                                     Grade               Money             Fidelity
                                                      Bond               Market            Overseas
                                                   Portfolio           Portfolio          Portfolio
<S>                                               <C>                 <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                         $8,965             $26,531            $27,871
    Realized Gain (Loss) on Investment Activity            (251)                  0             15,743
    Change in Unrealized Appreciation
        (Depreciation) of Investments                    (4,486)                  0             15,046
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                       4,228              26,531             58,660
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------

Capital Transactions:
    Contract Deposits                                    54,855             138,831            (28,697)
    Cost Of Insurance Charge                             (7,114)           (115,215)           (26,303)
    Policy Loans                                              0             (36,983)               (51)
    Transfers                                               410              (3,986)            (2,219)
    Contract Withdrawals                                   (109)               (618)            (4,234)
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                            48,042             (17,971)           (61,504)
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Total Increase (Decrease) in Net Assets                  52,270               8,560             (2,844)
Net Assets, at Beginning of Year                         79,496           1,225,890            368,340
                                                 ---------------     ---------------    ---------------
                                                 ===============     ===============    ===============
Net Assets, at End of Year                             $131,766          $1,234,450           $365,496
                                                 ===============     ===============    ===============
                                                 ===============     ===============    ===============
</TABLE>
<TABLE>
<CAPTION>
                                                                         VanEck             VanEck
                                                     VanEck            Worldwide          Worldwide
                                                   Worldwide            Emerging             Hard
                                                    Balanced            Markets             Assets
                                                   Portfolio           Portfolio          Portfolio
<S>                                               <C>                 <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                        $24,499                 ($7)            $4,424
    Realized Gain (Loss) on Investment Activity         (10,944)                (63)            (2,096)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                    (4,930)               (549)            (7,300)
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                       8,625                (619)            (4,972)
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------

Capital Transactions:
    Contract Deposits                                   (88,747)              4,387             13,876
    Cost Of Insurance Charge                             (7,520)               (327)            (3,022)
    Policy Loans                                              0                   0                  0
    Transfers                                              (130)               (175)              (238)
    Contract Withdrawals                                   (456)                  0               (341)
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                           (96,853)              3,885             10,275
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Total Increase (Decrease) in Net Assets                 (88,228)              3,266              5,303
Net Assets, at Beginning of Year                         88,315                   0             30,220
                                                 ---------------     ---------------    ---------------
                                                 ===============     ===============    ===============
Net Assets, at End of Year                                  $87              $3,266            $35,523
                                                 ===============     ===============    ===============
                                                 ===============     ===============    ===============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                      WP&G                WP&G               WP&G
                                                    Tomorrow            Tomorrow           Tomorrow
                                                      Long               Medium             Short
                                                      Term                Term               Term
                                                   Portfolio           Portfolio          Portfolio
<S>                                               <C>                 <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                          ($176)               ($21)              ($12)
    Realized Gain (Loss) on Investment Activity             919                   0                 24
    Change in Unrealized Appreciation
        (Depreciation) of Investments                     2,228                 398                173
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                       2,971                 377                185
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------

Capital Transactions:
    Contract Deposits                                    30,651                 871              2,325
    Cost Of Insurance Charge                             (4,898)               (303)              (362)
    Policy Loans                                              0                   0                  0
    Transfers                                                43                   0                  0
    Contract Withdrawals                                   (341)                  0               (197)
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                            25,455                 568              1,766
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Total Increase (Decrease) in Net Assets                  28,426                 945              1,951
Net Assets, at Beginning of Year                         25,890               4,140              2,518
                                                 ---------------     ---------------    ---------------
                                                 ===============     ===============    ===============
Net Assets, at End of Year                              $54,316              $5,085             $4,469
                                                 ===============     ===============    ===============
                                                 ===============     ===============    ===============
</TABLE>
<PAGE>

                                   APPENDIX A

                          AVERAGE ANNUAL TOTAL RETURNS

                             As of December 31, 1998
<TABLE>

                                                      Inception                                         Since
                                                        Date   1 Year   3 Years  5 Years   10 Years   Inception
                                                        ----   ------   -------  -------   --------   ---------

Anchor Series Trust
<S>                                                    <C>      <C>      <C>      <C>        <C>        <C>
   Wellington Management Company, LLP
     Capital Appreciation Portfolio                    3/23/87  22.20    24.25    19.95      20.01      16.87
     Growth Portfolio                                  9/5/84   28.96    28.12    20.41      17.89      17.44
     Government and Quality Bond  Portfolio            9/5/84    9.18     7.18     7.33       9.19      10.60
     Natural Resources Portfolio                       1/4/88  -17.33    -4.82     0.46       4.18       4.84

SunAmerica Series Trust

   Alliance Capital Management L.P.
     Global Equities Portfolio                         2/9/93   22.86    17.31    13.91        n/a      14.78
     Alliance Growth Portfolio                         2/9/93   52.23    37.21    29.44        n/a      26.80
     Growth-Income Portfolio                           2/9/93   30.74    29.51    23.18        n/a      20.94

   Davis Selected Advisers, L.P.
     Venture Value Portfolio                          10/28/94  13.73    23.98      n/a        n/a      25.66
     Real Estate Portfolio                             6/2/97  -14.11      n/a      n/a        n/a       0.04

   Federated Investment Counseling
     Corporate Bond Portfolio                          7/1/93    6.05     7.11     6.98        n/a       6.78
     Federated Value Portfolio                         6/3/96   17.96      n/a      n/a        n/a      22.24
     Utility Portfolio                                 6/3/96   14.04      n/a      n/a        n/a      19.02

   Managed by Goldman Sachs Asset Management/
   Goldman Sachs Asset Management International

     Asset Allocation Portfolio                        7/1/93    3.32    14.40    13.53        n/a      13.39
     Global Bond Portfolio                             7/1/93   10.87    10.09     8.40        n/a       8.52

   Massachusetts Financial Services

     MFS Growth and Income Portfolio                   2/9/93   29.28    22.71    17.56        n/a      16.67
     MFS Total Return Portfolio                       10/28/94  19.53    15.39      n/a        n/a      17.42
     MFS Mid-Cap Growth Portfolio                      4/1/99     n/a      n/a      n/a        n/a        n/a

</TABLE>




                                                        A-1

<PAGE>

<TABLE>

<S>                                                    <C>      <C>      <C>      <C>        <C>        <C>
   Morgan Stanley Asset Management

     International Diversified Equities
         Portfolio                                    10/28/94  18.53    11.28      n/a        n/a       9.63
     Worldwide High Income Portfolio                  10/28/94 -17.07     6.29      n/a        n/a       8.78

   Putnam Investment Management, Inc.

     Emerging Markets Portfolio                        6/2/97  -24.27      n/a      n/a        n/a     -25.17
     Putnam Growth Portfolio                           2/9/93   34.76    29.05      21.42      n/a      18.43
     International Growth and Income Portfolio         6/2/97   10.83      n/a      n/a        n/a      10.91

   SunAmerica Asset Management Corp.

     Aggressive Growth Portfolio                       6/3/96   17.43      n/a      n/a        n/a      13.59
     SunAmerica Balanced Portfolio                     6/3/96   24.61      n/a      n/a        n/a      23.17
     Cash Management Portfolio                         2/9/93    5.05     5.06      4.89       n/a       4.52
     "Dogs" of Wall Street Portfolio                   4/1/98     n/a      n/a      n/a        n/a      -0.60
     High-Yield Bond Portfolio                         2/9/93   -2.95     8.36      6.55       n/a       7.73
</TABLE>

This portfolio performance  information is for illustrative purposes only and is
not intended to indicate or predict future performance.

The performance  information  reflects the total of the income  generated by the
portfolio net of the total portfolio  operating expenses (i.e.,  management fees
and other  portfolio  expenses),  plus  capital  gains and  losses,  realized or
unrealized.  The  performance  results  do not  reflect  charges  deducted  from
premiums,  contract values or separate account assets, including,  mortality and
expense  risk  deductions,  monthly  deductions,  cost of  insurance,  surrender
charges,  sales loads, DAC taxes, and any state or local premium taxes. If these
charges were included, the total return figures would be lower.

                                       A-2

<PAGE>



                                  [Back cover]

The  Securities  and  Exchange   Commission   maintains  an  Internet  Web  site
(http://www.sec.gov.)  That  contains  additional  information  about  AIG  Life
Insurance Company,  the Policy and the Separate Account which may be of interest
to you. The Web site also  contains  additional  information  about the Policy's
variable investment options.










































Investment Company Act File Number 811-4687.


<PAGE>



                           Part II - Other Information

                           UNDERTAKING TO FILE REPORTS

         Subject to the terms and  conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned  registrant hereby undertakes to file with
the  Securities  and  Exchange   Commission  such   supplementary  and  periodic
information,  documents,  and  reports  as may be  prescribed  by  any  rule  or
regulation of the Commission  theretofore or hereafter duly adopted  pursuant to
authority conferred in that section.

                                 REPRESENTATION

         AIG Life  Insurance  Company  represents  that  the  fees  and  charges
deducted  under  the  Policy  covered  by this  registration  statement,  in the
aggregate  are  reasonable  in relation to the services  rendered,  the expenses
expected to be incurred, and the risks assumed by the Company.

                                 INDEMNIFICATION

         Under its Bylaws, the Company, to the full extent permitted by Delaware
law shall indemnify any person who was or is a party to any proceeding  (whether
brought by or in right of the Company or  otherwise)  by reason of the fact that
he or she is or was a  Director  of the  Company,  or  while a  Director  of the
Company, is or was serving at the request of the Company as a Director, Officer,
partner, Trustee, Employee, or Agent of another foreign or domestic corporation,
partnership,  joint venture,  trust,  other enterprise or employee benefit plan,
against  judgments,   penalties,  fines,  settlements  and  reasonable  expenses
actually incurred by him or her in connection with such proceeding.

         The  company  shall  extend  such  indemnification,  as is  provided to
directors above, to any person, not a director of the Company,  who is or was an
officer of the  Company or is or was  serving at the request of the Company as a
director,  officer,  partner,  trustee,  or agent of another foreign or domestic
corporation,  partnership,  joint venture,  trust,  other enterprise or employee
benefit  plan.  In  addition,  the Board of  Directors  of the  Company  may, by
resolution,  extend  such  further  indemnification  to an officer or such other
person  as  may  to it  seem  fair  and  reasonable  in  view  of  all  relevant
circumstances.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Company  pursuant to such provision of the bylaws or statutes or otherwise,  the
Company has been  advised  that in the opinion of the  Securities  and  Exchange
Commission,  such  indemnification  against  such  liabilities  (other  than the
payment by the  Company of expenses  incurred or paid by a director,  officer or
controlling  person of the Company in the successful defense of any such action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the Policies issued by Variable Account II, the Company will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such indemnification by it is against public policy as expressed in said Act and
will be governed by the final adjudication of such issue.

<PAGE>
                       CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

     The facing sheet.

     The Prospectus consisting of ___ pages.

     The undertaking to file reports.

     Representation.

     The signatures

     Written consents of the following persons:
          Kenneth D. Walma, Esquire
          Jorden Burt Boros Cicchetti Berenson & Johnson LLP
          PriceWaterhouseCoopers LLP

The following exhibits:

A. Copies of all exhibits  required by paragraph A of instructions  for Exhibits
in Form N-8B-2, unless indicated otherwise.

     1.   Certificate of Resolution for AIG Life Insurance Company dated June 5,
          1986, authorizing the issuance and sale of variable life contracts.*

     2.   N/A

     3.   Principal  Underwriter's  Agreement between AIG Life Insurance Company
          and American International Fund Distributors, dated August 15, 1989;*

     4.   N/A

     5.   Form of Flexible Premium Variable  Universal Life Insurance Policy
          (11LSVUL699) (filed electronically herewith)

     6.   (a) By-Laws of AIG Life  Insurance  Company as amended  through
              December 31, 1991;*

          (b) Certificate of  Incorporation  of AIG Life  Insurance  Company,
              dated December 31, 1991*

          (c)  Restated  Certificate  of  Incorporation,  of AIG Life  Insurance
               Company,  dated  December 31, 1991.  The original  Certificate of
               Incorporation was filed in Pennsylvania on June 18, 1962*

     7.   N/A.

     8.   N/A.

     9.   N/A.

     10.  Form of Life Insurance Application (14APP0396)*

     11.  (a)  Power of Attorney**

          (b)  Power  of  Attorney  for  Paul  S.  Bell  (filed   electronically
               herewith)

B.   Opinion and Consent of Counsel (filed electronically herewith)

D.   Consent of Independent  Certified Public Accountants (filed  electronically
     herewith)

E.   Consent  of Jorden  Burt  Boros  Cicchetti  Berenson  & Johnson  LLP (filed
     electronically herewith)

F.   Memorandum Regarding Administrative Procedures*

*    Incorporated by reference to Registrant's  Post-Effective  Amendment No. 4,
     to the Registratin Statement on Form S-6 (File No. 33-90684), dated October
     27, 1998.

**   Incorporated by reference to Registrant's  Post-Effective  Amendment No. 2,
     to the Registratin Statement on Form S-6 (File No. 33-90684),  dated May 1,
     1997.
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
has duly caused this  Registration  Statement  to be signed on its behalf by the
undersigned,  thereunto  duly  authorized in the City of Wilmington and State of
Delaware on this 15th day of October, 1999.


                                VARIABLE ACOUNT II
                                -------------------------------
                                         (Registrant)

                                By: AIG LIFE INSURANCE COMPANY
                                --------------------------------------------
                                         (Depositor)

                                By: /s/ Kenneth D. Walma
                                --------------------------------------------
                                Kenneth D. Walma, Vice President and
                                General Counsel



Attest:   /s/ James A. Bambrick
          ________________
               (Name)
          Chief Operating Officer
          ________________
               (Title)




<PAGE>



Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed below by the following  persons in the  capacities and
on the dates indicated:

Signature                            Title                     Date

Gerald Walter Wyndorf*               Chief Executive Officer   October 15, 1999
- ------------------                   and Director
Gerald Walter Wyndorf

Howard E. Gunton, Jr.*               Chief Financial           October 15, 1999
__________________                   Officer and Comptroller
Howard E. Gunton, Jr

Paul S. Bell*                        Director                  October 15, 1999
- ------------------
Paul Bell

Maurice R. Greenberg*                Director                  October 15, 1999
- ------------------
Maurice R. Greenberg

Edward Easton Matthews*              Director                  October 15, 1999
- ------------------
Edward Easton Matthews

Jerome T. Muldowney*                 Director                  October 15, 1999
- ------------------
Jerome T. Muldowney

Nicholas A. O'Kulich*                Director                  October 15, 1999
- ------------------
Nicholas A. O'Kulich

Howard Ian Smith*                    Director                  October 15, 1999
- ------------------
Howard Ian Smith



     /s/ Kenneth D. Walma
*By: ___________________
     Kenneth D. Walma
     Attorney in Fact

<PAGE>


                                INDEX TO EXHIBITS



EXHIBIT                                                       PAGE

A.5.     Form of Flexible Premium Variable Universal Life Insurance Policy

A.11 (b) Power of Attorney of Paul S. Bell

B.       Opinion and Consent of Counsel

D.       Consent of Independent Accountants

E.       Consent of Jorden Boros Cicchetti Berenson & Johnson LLP


     AIGLIFE
     AIG Life  Insurance  Company
     600 King Street
     Wilmington, Delaware 19801
     A capital stock company

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

      Joint & Last Survivor Flexible Premium Variable Life Insurance Policy

We agree to pay the Life Insurance Proceeds of this Policy upon the death of the
Last Surviving  Insured,  and to provide other benefits and rights in accordance
with the provisions of this Policy.

This is a joint and last  survivor  flexible  premium  variable  life  insurance
policy. You can, within limits:

o    increase or decrease the Face Amount;

o    pay Premium at any time and in any amount;

o    change the Death Benefit Option;

o    change the allocation of Net Premiums among Your investment options;  and

o    transfer amounts among Your investment options.

All of these rights and benefits are subject to the terms and conditions of this
Policy.  All  requests  for Policy  changes are subject to Our  approval and may
require evidence of insurability.

The portion of Your Account  Value that is in a Subaccount  will vary up or down
depending  on the unit value of such  Subaccount,  which in turn  depends on the
investment performance of the corresponding portfolio of a designated investment
company.  There are no minimum  guarantees  as to such  portion of Your  Account
Value.

The  portion  of Your  Account  Value  that is in the  Guaranteed  Account  will
accumulate, after deductions, at rates of interest We determine. Such rates will
not be less than an effective rate of 4% per year, compounded annually.

The amount of the Death  Benefit may be level or variable  as  described  in the
Death Benefit provision of THE BENEFITS WE PAY section on page 7 of this Policy.

Please Read This Policy With Care.  This Policy is a legal contract  between You
and Us.  This is a  non-participating  policy.  It does not  participate  in Our
profits or surplus. No dividends are payable.

Right To Examine And Cancel This Policy.  You may examine this Policy and if for
any reason You are not  satisfied  with it You may cancel it by  returning  this
Policy with a Written Notice for cancellation to Our  Administrative  Office, or
to the agent who sold it, no later than 10 days after You  receive it. If You do
this, We will refund the Premiums that were paid on this Policy.

        NO BENEFIT IS PAYABLE UNDER THIS POLICY ON THE DEATH OF THE FIRST
              INSURED TO DIE, EXCEPT AS MAY BE PROVIDED BY A RIDER.
         HOWEVER, YOU MUST PROMPTLY NOTIFY US OF THE DEATH OF THE FIRST
         INSURED TO DIE, AND YOU MUST PROVIDE AN AUTHORIZATION TO ALLOW
       US TO OBTAIN AND DISCLOSE INFORMATION CONCERNING SUCH FIRST DEATH.





    /s/ Elizabeth M. Tuck                          /s/ Gerald Wyndorf
           Secretary                                     President


<PAGE>

         INDEX

- --------------------------------------------------------------------------------
         Sections                                                         Page
- --------------------------------------------------------------------------------

        Policy Information ................................................3
        Definitions .......................................................4
        Owner And Beneficiary Provisions ..................................6
        The Benefits We Pay ...............................................7
        Automatic Face Amount Increase Option .............................7
        Changing The Face Amount Or The Death Benefit Option ..............8
        The Premiums You Pay ..............................................9
        Your Account Value And How It Works ..............................10
        Your Investment Options ..........................................11
        Your Account Value ...............................................12
        The Cash Surrender Value Of This Policy ..........................13
        How A Loan Can Be Made ...........................................15
        The Separate Account .............................................16
        Our Annual Report To You .........................................16
        How Benefits Are Paid ............................................17
        Other Important Information ......................................17

         A copy of the  application  for this Policy and any additional  benefit
         riders are at the back of this Policy.
<TABLE>

- -------------------------------------------------------------------------------------------------------
         Important Terms and Provisions                 Page                                                    Page
- -------------------------------------------------------------------------------------------------------


        <S>                                       <C>           <C>                                                <C>
        Account Value ............................4, 10, 12     Money Market Subaccount ...........................3A
        Age ..............................................4     Monthly Anniversary ................................4
        Allocation Date ..................................4     Monthly Deduction .................................10
        Allocations ....................................11      Net Cash Surrender Value .......................4, 13
        Annual Report ...................................16     Net Premium ....................................4, 10
        Assignment .......................................6     No Lapse ...........................................9
        Attained Age .....................................4     No Lapse Period .................................3, 9
        Automatic Increase Option ........................7     Outstanding Loan ...................................4
        Basis Of Computation ............................18     Owner ........................................3, 4, 6
        Beneficiary ...................................4, 6     Partial Withdrawal ................................14
        Cash Surrender Value .........................4, 13     Partial Withdrawal Limits..........................3A
        Changes In Policy Cost Factors ..................17     Planned Periodic Premium ........................3, 4
        Changing The Death Benefit Option ................8     Policy Changes - Applicable Tax Law ...............17
        Changing The Face Amount .........................8     Policy Date......................................3, 5
        Contesting This Policy ..........................17     Policy Loan .......................................15
        Contract ........................................17     Policy Loan Limits ................................3A
        Cost Of Insurance ...............................10     Policy Split Option................................19
        Cost Of Insurance Rate ..........................10     Premium ......................................3, 4, 9
        Death Benefit.....................................7     Reinstatement ......................................9
        Expense Charges ..............................3, 10     Right To Exchange .................................20
        Face Amount ...................................3, 4     Subaccount Value ..................................12
        Grace Period ..................................4, 9     Suicide ...........................................18
        Guaranteed Account Value .....................4, 13     Surrender Charge ..................................14
        Guaranteed Interest Rates ........................3     Table Of Face Amounts .............................3D
        How, When And What We May Defer .................18     Table Of Guaranteed Maximum Cost Of
        Initial Premium ...............................3, 9        Insurance Rates ................................3B
        Insureds ......................................3, 4     Table Of Maximum Surrender Charges ................3A
        Issue Date ....................................3, 4     Table Of Minimum Death Benefit Factors ............3C
        Lapse ............................................9     Tax Qualification Option ........................3, 5
        Life Insurance Proceeds .......................4, 7     Transfers .........................................11
        Minimum Premium ...............................3, 4     Transfer limits ...................................3A
        Misstatement Of Age Or Sex ......................18     Written Notice .....................................5

</TABLE>


<PAGE>


DEFINITIONS

Account Value.  The total amounts in the accounts credited to this Policy.

Administrative Office. AIG Life Insurance Company, P.O. Box 8718, Wilmington, DE
19801.

Age.  Each Insured's age nearest birthday on the Policy Date.

Allocation Date. The first business day following the completion of the Right To
Examine and Cancel This Policy period.

Attained  Age.  Each  Insured's  Age on the Policy  Date plus the number of full
Policy Years since the Policy Date.

Beneficiary.  The person(s) who is(are) entitled to the Life Insurance  Proceeds
of this Policy.

Cash Surrender  Value.  The Account Value less any applicable  surrender  charge
that would be deducted upon surrender.

Face Amount. The amount of insurance You have specified and from which the Death
Benefit  will be  determined.  The  Initial  Face  Amount is shown in the POLICY
INFORMATION section.

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 Our general account which consists of all
of Our assets other than the assets of the Separate Account and any of Our other
separate accounts.

Insured(s).  The person(s) who have life insurance coverage under this Policy.

Issue  Date.  The date this  Policy is  issued.  It may be a later date than the
Policy Date.

Last Surviving Insured.  The remaining Insured after the death of one of the two
Insureds covered under this Policy on the Policy Date.

Life Insurance  Proceeds.  The amount of money payable to the Beneficiary if the
Last Surviving  Insured dies while life insurance  coverage under this Policy is
in force.

Minimum Premium. The amount of Premium, shown in the POLICY INFORMATION section,
which is used, as described in the No Lapse provision,  to test the continuation
of this Policy during the No Lapse Period.

Monthly Anniversary.  The same day as the Policy Date for each succeeding month,
except  that,  for any month not having  such a day,  it is the last day of that
month.

Net Cash Surrender Value.  The Cash Surrender Value less any Outstanding Loan.

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 loan interest.

Owner,  You,  Your.  The  person(s)  who  purchased  this Policy as shown in the
application,  unless  later  changed.  The Owner may be  someone  other  than an
Insured.

Planned Periodic Premium.  The amount of Premium You have selected to pay at the
frequency shown in the POLICY INFORMATION section.

Policy.  This joint and last survivor  flexible  premium variable life insurance
contract between AIG Life Insurance Company and You.


<PAGE>


DEFINITIONS (Continued)

Policy Anniversary.  An anniversary of the Policy Date.

Policy Date.  The date as of which We have  received the Initial  Premium and an
application in good order.  If a Policy is issued,  life  insurance  coverage is
effective as of the Policy Date.

Policy Loan  Account.  The portion of the 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 this  Policy.  The  Initial  Premium is due on or before  delivery of this
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 a
particular portfolio and available for investment under this Policy.

Tax Qualification  Option.  The option shown in the POLICY  INFORMATION  section
which  determines  the  manner  in which  this  Policy  will  qualify  as a life
insurance  contract as defined in Section 7702 of the  Internal  Revenue Code of
1986,  as amended  (`the  Code').  It will be designated as either the Guideline
Premium/Cash Value Corridor Test, or the Cash Value Accumulation Test.

Valuation Date.  Each day the New York Stock Exchange is open for trading.

Valuation  Period. A period commencing with the close of trading on the New York
Stock  Exchange  on any  particular  Valuation  Date and  ending at the close of
trading on the New York Stock Exchange for the next succeeding Valuation Date.

We, Our, Us.  AIG Life Insurance Company.

Written Notice.  Information given in written form satisfactory to Us and signed
by You.



<PAGE>


OWNER AND BENEFICIARY PROVISIONS

Owner.  Unless  otherwise  stated  in the  application,  or later  changed,  the
Insureds are joint Owners of this Policy.  If there is more than one Owner, then
all Owners must agree to any change in this Policy.

The  Owner(s)  is(are)  entitled to exercise all the rights of this Policy while
one or both Insureds are living.  To exercise a right,  there is no need for the
consent of anyone who has only a  conditional  or future  ownership  interest in
this Policy.

Unless otherwise  provided,  if a joint Owner dies,  ownership  remains with any
surviving joint Owner(s). Unless otherwise provided, when the Owner, or the last
surviving joint Owner dies, ownership passes to that person's estate.

Beneficiary.  The Beneficiary is the person(s) who is(are)  entitled to the Life
Insurance  Proceeds  of  this  Policy.  The  Beneficiary  is as  stated  in  the
application,  unless  later  changed.  One or more  beneficiaries  for the  Life
Insurance Proceeds can be named in the application. If more than one beneficiary
is named,  each can be classed as primary or contingent.  If two or more persons
are named in a class,  their  shares in the  benefit  can be stated.  The stated
shares in the Life Insurance Proceeds will be paid to any primary  beneficiaries
who are  alive  upon the date of death  of the  Last  Surviving  Insured.  If no
primary  beneficiaries  so  survive,  payment  will  be  made  to any  surviving
contingent beneficiaries. Beneficiaries who survive in the same class will share
the Life Insurance  Proceeds equally,  unless You have made another  arrangement
with Us.

If there is no designated  Beneficiary living at the death of the Last Surviving
Insured,  We will pay the Life  Insurance  Proceeds  to the  Owner,  if  living,
otherwise to the Owner's estate.

Changing The Owner Or Beneficiary.  While either Insured is living, You may send
Us a Written Notice to change the Owner or Beneficiary. (You can get such a form
from Our agent or by writing  to Us at Our  Administrative  Office.)  The change
will take effect on the date You sign the  notice,  but it will not apply to any
payment We make or other  action We take before We receive  the  notice.  If You
change the Beneficiary, any previous arrangement You made as to a payment option
for  benefits  is  canceled.  You  may  choose  a  payment  option  for  the new
Beneficiary as described in the HOW BENEFITS ARE PAID section.

Assignment.  You may assign this Policy,  if We agree. In any event, We will not
be  bound  by an  assignment  unless  We  have  received  it in  writing  at Our
Administrative  Office. Your rights and those of any other person referred to in
this Policy will be subject to the assignment.  We assume no responsibility  for
the validity of an assignment.



<PAGE>


THE BENEFITS WE PAY

Life Insurance Proceeds.  We will pay the Life Insurance Proceeds of this Policy
to the  Beneficiary  when We  receive  at Our  Administrative  Office  (1) proof
satisfactory  to Us that the Last  Surviving  Insured has died while this Policy
was in force;  and (2) all other  requirements  We deem  necessary  before  such
payment may be made. The Life Insurance Proceeds includes the following amounts,
which We will determine as of the date of the Last Surviving Insured's death:

o    the Death Benefit described below; plus

o    any other benefits then due from riders to this Policy; minus

o    any Outstanding Loan; minus

o    any overdue monthly deductions from Your Account Value if the Last

Surviving Insured dies during a Grace Period.

We will add  interest  to the  resulting  amount for the period from the date of
death  to the  date  of  payment.  We will  compute  the  interest  at a rate We
determine, but not less than the rate required by any applicable law. Payment of
the Life  Insurance  Proceeds may also be affected by other  provisions  of this
Policy. See the OTHER IMPORTANT  PROVISIONS section,  where We specify Our right
to contest  this  Policy,  the  suicide  exclusion,  and what  happens if either
Insured's  age or sex has been  misstated  on the  application.  Any  additional
exclusions or limitations are listed in the POLICY INFORMATION section.

Death  Benefit.  You  have  chosen  in  the  application  one  of  the  two  Tax
Qualification  Options  available  under the federal tax law; and one of the two
Death Benefit  Options.  These  selections  are shown in the POLICY  INFORMATION
section. The Death Benefit Option may be changed by You, within limits;  however
the Tax Qualification  Option may not be changed.  The Death Benefit amount will
be  determined  based on which options are in effect on the date of death of the
Last Surviving Insured.

Under Death Benefit Option I, the Level Death Benefit Option,  the Death Benefit
is the greater of the Face Amount,  or the Account  Value on the Last  Surviving
Insured's  date of death  multiplied by the Minimum Death Benefit  Factor at the
time of that Insured's  death (see Table Of Minimum Death Benefit Factors in the
POLICY INFORMATION section).  Under this Option, the amount of the Death Benefit
is level, unless it is determined by such Death Benefit Factor.

Under Death  Benefit  Option II, the Variable  Death Benefit  Option,  the Death
Benefit is the greater of the Face  Amount  plus the  Account  Value on the Last
Surviving  Insured's date of death,  or the Account Value on that Insured's date
of death  multiplied  by the Minimum  Death  Benefit  Factor at the time of that
Insured's  death  (see  Table Of  Minimum  Death  Benefit  Factors in the POLICY
INFORMATION  section).  Under this  Option,  the amount of the Death  Benefit is
variable.


AUTOMATIC FACE AMOUNT INCREASE OPTION

Automatic  Increase  Option.  An  automatic  increase in the Face Amount of this
Policy will be  effective  on specified  Policy  Anniversaries,  as shown in the
Table  Of  Face  Amounts  in the  POLICY  INFORMATION  section,  subject  to the
following conditions:

o    You elected this option in the application for this Policy; and

o    this Policy is issued under Death Benefit Option I; and

o    the Death Benefit Option has never been changed to Death Benefit Option II;
     and

o    You have not refused any previous scheduled automatic increase; and

o    the Face  Amount of this Policy has not been  increased  other than by such
     scheduled automatic increases; and

o    the Face Amount of this Policy has not been  decreased  as a result of Your
     request for a decrease, or as a result of a partial withdrawal.

If You want to stop the scheduled automatic increases,  We must be given Written
Notice at least 30 days before the effective date of the next increase.  We will
then cancel the next increase and all subsequent  scheduled  automatic increases
and send You a revised Table Of Face Amounts.



<PAGE>


CHANGING THE FACE AMOUNT OR THE DEATH BENEFIT OPTION

At any time after the first  Policy Year while this Policy is in force,  You may
change the Death  Benefit  Option or the Face Amount by Written  Notice to Us at
Our Administrative  Office. The Tax Qualification Option may not be changed. Any
requested change is subject to Our approval and the following:

1.   You  may  ask Us to  increase  the  Face  Amount  if You  provide  evidence
     satisfactory to Us of the  insurability of each surviving  Insured.  If the
     Face Amount is increased, then the cost of insurance rate for the amount of
     the increase will be based on the rate class of the each surviving  Insured
     on the date of the increase,  and each surviving Insured's sex and Attained
     Age. Any increase You ask for must be at least $10,000. If You increase the
     Face Amount,  an additional  ten year  surrender  charge will apply to that
     increase.  We will also assess an additional monthly expense charge related
     to the  Face  Amount  increase  beginning  on  the  effective  date  of the
     increase.  We will not allow You to increase the Face Amount more than once
     during any Policy  Year,  nor will We allow You to increase the Face Amount
     after the older Insured,  or the Last Surviving  Insured,  reaches Attained
     Age  90.  Any   requested   increase  in  Face  Amount  will  result  in  a
     recalculation of the Minimum Premium related to the No Lapse provision, and
     will cancel any future Face Amount  increases under the Automatic  Increase
     Option provision.

2.   You may ask Us to decrease the Face Amount but not to less than the Minimum
     Face Amount shown in the POLICY INFORMATION  section.  Any such decrease in
     the Face Amount must be at least $5,000; however, during each of the second
     through  fifth Policy  Years,  the Face Amount may not be decreased by more
     than 25% of the Initial Face Amount. If You decrease the Face Amount before
     the end of the tenth  Policy  Year,  or before the end of the tenth  Policy
     Year  following  an increase in the Face  Amount,  We will deduct from Your
     Account  Value  a pro  rata  share  of  the  applicable  surrender  charge.
     Decreases  will first be applied  against the most  recent  increase in the
     Face  Amount.  They will then be  applied  to prior  increases  in the Face
     Amount in the reverse order in which such increases took place, and then to
     the Initial Face Amount.  Any requested decrease in Face Amount will cancel
     any future  Face  Amount  increases  under the  Automatic  Increase  Option
     provision.

3.   You can change Your Death  Benefit  Option.  We may require that You submit
     evidence,  satisfactory to Us that each surviving Insured is insurable.  If
     You ask Us to change from Death Benefit  Option I to Death  Benefit  Option
     II, We will decrease the Face Amount by the amount in Your Account Value on
     the date the change takes effect. However, We will not allow such change if
     it would  decrease  the Face Amount  below the Minimum Face Amount shown in
     the POLICY INFORMATION  section. If You ask Us to change from Death Benefit
     Option II to Death  Benefit  Option I, We will  increase the Face Amount by
     the amount in Your Account Value on the date the change takes effect.  Such
     decreases  and  increases  in the Face  Amount  are made so that the  Death
     Benefit remains the same on the date the change takes effect.  However,  if
     Your Account  Value  multiplied  by the  applicable  Minimum  Death Benefit
     Factor  exceeds the Face Amount on the date the Death Benefit Option change
     takes effect,  there may be an increase in the Death Benefit. Any requested
     change to Death  Benefit  Option II will  cancel  any  future  Face  Amount
     increases under the Automatic Increase Option provision.

4.   Any change must be by Written Notice to Us at Our Administrative Office. We
     may also  require You to return this Policy to Us to make a change.  A copy
     of any additional  application and the new POLICY INFORMATION section, that
     We will issue when the change is made, will become a part of this Policy.

5.   Any change  will take  effect at the  beginning  of the  Policy  Month that
     coincides with or next follows the date We approve Your request.

6.   We reserve the right to decline to make any change that We determine  would
     cause this  Policy to fail to qualify as life  insurance  as defined in the
     Code.



<PAGE>


THE PREMIUMS YOU PAY

The Initial Premium shown in the POLICY INFORMATION  section is due on or before
delivery  of this  Policy.  No  insurance  will take  effect  before the Initial
Premium is paid. Other Premiums may be paid at Our Administrative  Office at any
time while this  Policy is in force.  If  requested,  We will give You a receipt
signed by one of Our Officers.

We will send Premium notices to You for the Planned  Periodic  Premium which You
have selected and which is shown in the POLICY INFORMATION section. You may skip
Planned Periodic  Premiums.  However,  this may adversely affect the duration of
life insurance  coverage and Your Policy's values.  Even if the Planned Periodic
Premium  is paid  as  scheduled,  it may not  provide  life  insurance  coverage
throughout the lifetime of the Last Surviving Insured.

Limits.  Each Premium after the Initial Premium must be at least $25.00. We will
limit the amount of Premium  paid to Us so that this  Policy  will  continue  to
qualify as a life insurance contract as defined in the Code. In addition, We may
require You to submit evidence,  satisfactory to Us, that each surviving Insured
is insurable  before We will accept any Premium payment which would increase the
Death Benefit to an extent greater than that Premium amount.

No Lapse. In general, this Policy will lapse on any Monthly Anniversary that the
Net Cash Surrender  Value is not sufficient to cover the monthly  deduction due.
However,  this Policy will not lapse on any  Monthly  Anniversary  during the No
Lapse Period shown in the POLICY  INFORMATION  section if the total Premium paid
to date,  less any partial  withdrawals,  and less any  Outstanding  Loan, is at
least  equal to the  Minimum  Premium  shown in the POLICY  INFORMATION  section
multiplied  by the number of months  since the Policy  Date.  In order to comply
with the  definition  of life  insurance  under the Code,  We may not be able to
accept the Minimum Premium following a requested decrease in the Face Amount. If
We can no longer accept the Minimum  Premium  following a requested  decrease in
the Face Amount, the No Lapse feature will end. The No Lapse feature will not be
reinstated if this Policy has ended without value.

Grace Period.  If this Policy lapses,  We will,  within 30 days,  send a written
notice to You and any  assignee  on Our  records,  at the last known  addresses,
stating  that a Grace  Period of 61 days has  begun,  starting  with the date of
lapse. The notice will also state the amount of Premium which would increase the
Net Cash Surrender Value  sufficiently  to cover total monthly  deductions for 3
months,  if no interest or  investment  performance  were credited to or charged
against the Account Value and no Policy  changes were made. If We do not receive
the requested  Premium  amount  before the end of the Grace Period,  this Policy
will end without value and no Life Insurance Proceeds will be payable.

If We do  receive  the  requested  Premium  amount  before  the end of the Grace
Period,  but the Net Cash Surrender  Value is still  insufficient to cover total
monthly deductions, We will send a written notice that a new 61 day Grace Period
has begun and request additional Premium.

If the Last Surviving  Insured dies during a Grace Period,  We will pay the Life
Insurance Proceeds described in THE BENEFITS WE PAY section.

Reinstatement  Of Your Policy.  If this Policy has ended without value,  You may
reinstate it while either Insured is alive provided You do all of the following:

o    Send a Written Notice for  reinstatement of this Policy within 3 years from
     the end of the Grace Period.

o    Provide Us satisfactory  evidence of insurability  for each Insured who was
     alive at the end of the Grace Period.

o    Pay a  Premium  sufficient  to cover  (i) total  monthly  deductions  for 3
     months,  calculated from the effective date of reinstatement;  and (ii) the
     premium  expense  charge.  We will determine the required  Premium as if no
     interest or investment performance were credited to or charged against Your
     Account Value.

o    Repay or  reinstate  any  Outstanding  Loan which  existed on the date this
     Policy ended.

The effective date of the  reinstatement of this Policy will be the beginning of
the Policy Month which  coincides  with or next follows the date We approve Your
request. We will start to make monthly deductions again as of this date.

We will deduct the premium expense charge from the required Premium. The monthly
expense  charges,  the Account Value,  any  Outstanding  Loan, and the surrender
charges  applicable  at the time of  reinstatement  will be those  that  were in
effect on the date this Policy lapsed.


<PAGE>


YOUR ACCOUNT VALUE AND HOW IT WORKS

Premium.  When We receive Your Premium,  We subtract the premium  expense charge
shown in the POLICY  INFORMATION  section.  We put the balance (the Net Premium)
into  Your  Account  Value  as of  the  date  We  receive  the  Premium  at  Our
Administrative  Office,  and before any deductions from Your Account Value as of
the Policy  Date,  if it is later than the date of receipt.  No Premium  will be
applied to Your Account Value until the full Initial  Premium,  as shown on Your
application, is received at Our Administrative Office.

Monthly Deduction. On the Policy Date and each following Monthly Anniversary, We
make a deduction  from Your Account  Value to cover the monthly  expense  charge
shown in the POLICY INFORMATION section, and to provide life insurance coverage.
Such  deduction  for  any  Policy  Month  is the sum of the  following  amounts,
determined as of the beginning of that month:

o    the monthly expense charge; plus

o    the monthly cost of insurance charge; and plus

o    the monthly cost of any benefits provided by riders to this Policy.

The  monthly  expense  charge  is  comprised  of an  acquisition  charge  and an
administrative  charge. The acquisition charge,  which is assessed for the first
five  Policy  Years,  is to  compensate  Us  for  the  expenses  related  to the
acquisition and  underwriting of Your Policy.  Your Policy will also be assessed
an  additional  acquisition  charge  for the first  five  years  following  each
non-automatic Face Amount increase. The administrative charge, which is assessed
for all  Policy  Years,  is to  compensate  Us for the  administrative  expenses
associated with the Policy and the Separate Account.

The monthly  cost of insurance  charge is the current  monthly cost of insurance
rate per $1,000,  multiplied  by the net amount at risk at the  beginning of the
Policy  Month  divided by $1,000.  Any extra  charge per $1,000 of Face  Amount,
shown in the POLICY INFORMATION  section for either Insured,  is included in the
calculation of the current monthly cost of insurance rate per $1,000.

If the Death  Benefit is equal to the Face  Amount,  or the Face Amount plus the
Account Value, then the net amount at risk is equal to the Death Benefit divided
by 1.0032737,  minus the amount in Your Account Value at that time.  However, if
the Death Benefit is equal to the Account  Value of this Policy  multiplied by a
factor from the Table Of Minimum Death Benefit  Factors,  then the net amount at
risk is equal the Death  Benefit  minus the amount in Your Account Value at that
time. The cost of insurance  rate per $1,000 is based on the sex,  Attained Age,
rate class, and smoker or non-smoker status of the Insureds.

We will determine  cost of insurance  rates from time to time. Any change in the
cost of  insurance  rates We use will be as  described  in the Changes In Policy
Cost  Factors  provision.  Such rates will never be more than those shown in the
Table Of Guaranteed  Maximum Cost Of Insurance  Rates in the POLICY  INFORMATION
section.

Other Deductions. We may also make additional deductions from Your Account Value
at the time of certain requested transactions.

o    We deduct a surrender  charge if,  before the end of the tenth Policy Year,
     You give up this Policy for its Net Cash Surrender  Value, You decrease the
     Face Amount,  or if this Policy  terminates  without  value at the end of a
     Grace Period. A surrender  charge will also apply to such  transactions for
     ten years  immediately  following  a Face  Amount  increase,  other  than a
     scheduled automatic increase.

o    We may deduct a surrender charge if You make a partial withdrawal from this
     Policy.

o    We may deduct an administrative charge for each partial withdrawal.

o    We may deduct an administrative charge for certain transfers.

Treatment  Of  Deductions.  It is Our  standard  procedure  to make all  monthly
deductions  from Your  unloaned  value in the  Guaranteed  Account and from Your
values in the  Subaccounts  based on the proportion  that Your unloaned value in
the  Guaranteed  Account  and Your values in the  Subaccounts  bear to the total
unloaned  value  in  Your  Account  Value.  You  may by  Written  Notice  to Our
Administrative Office request that all monthly deductions be made only from Your
unloaned value in the Guaranteed  Account, or from specified  Subaccounts.  Such
request will be subject to Our  approval.  If there is not  sufficient  value to
cover a  monthly  deduction  in the  location(s)  You have  specified,  then the
standard procedure would apply.



<PAGE>


YOUR INVESTMENT OPTIONS

Allocations.  This  Policy  provides  investment  options for the amount in Your
Account  Value.  Amounts  put into  Your  Account  Value  are  allocated  to the
Subaccounts  and to the  unloaned  portion  of the  Guaranteed  Account  at Your
direction.  You specified Your Initial  Premium  allocation  percentages in Your
application for this Policy, a copy of which is attached to this Policy.  Unless
You change  them,  such  allocation  percentages  will also apply to  subsequent
Premiums.  However,  any Net Premium  received prior to the Allocation Date will
initially  be  allocated  to the money  market  Subaccount  named in the  POLICY
INFORMATION  section.  On the  Allocation  Date,  any such  amounts will then be
allocated  in  accordance   with  the   directions   contained  in  Your  Policy
application.

Premium  allocation  percentages must be zero or a whole number from 5% to 100%.
The sum of the Premium  allocation  percentages  must equal 100.  You may change
such allocation  percentages by request to Our Administrative  Office, in a form
acceptable  to Us. A change  will take  effect on the date We  receive it at Our
Administrative  Office except for changes received on or prior to the Allocation
Date which will take effect on the first  business day following the  Allocation
Date.

Transfers. At Your request to Our Administrative Office, in a form acceptable to
Us, We will transfer amounts from Your unloaned value in the Guaranteed  Account
to one or more Subaccounts,  or from Your value in any Subaccount to one or more
other Subaccounts or to the Guaranteed Account, subject to the limitations noted
below.

The minimum  amount that We will transfer is the lesser of the minimum  transfer
amount shown in the POLICY INFORMATION  section, or the total amount You have in
that Subaccount,  or the total unloaned value of the Guaranteed  Account on that
date.

The maximum  amount We will transfer from Your unloaned  value in the Guaranteed
Account  during any Policy Year is 25% of the value in that  account on the most
recent Policy Anniversary  reduced by all partial  withdrawals and transfers You
made from that account during the current Policy Year.

You may make up to 12  transfers  each  Policy  Year  free of  charge.  For each
additional  transfer,  We reserve the right to make a transfer  charge up to the
amount shown in the POLICY INFORMATION  section.  All transfers made on a single
day will be counted as just one  transfer in  determining  whether a charge will
apply.  Any transfer on the Allocation Date will not be counted as a transfer in
determining  future charges.  The transfer charge,  if any, is deducted from the
total amount  transferred  prior to the balance being  reallocated  according to
Your request.

Transfers will take effect on the date We receive Your transfer request, subject
to the New York Stock Exchange being open for trading.  We may,  however,  defer
transfers  under the same  conditions  as described in the How, When And What We
May Defer provision.



<PAGE>


YOUR ACCOUNT VALUE

The amount in Your Account  Value at any time is equal to the sum of the amounts
You then  have in the  Subaccounts  under  this  Policy,  and in the  Guaranteed
Account.

Value In The Subaccounts.  The amount You have in a Subaccount under this Policy
at any  time is equal  to the  number  of  units  this  Policy  then has in that
Subaccount  multiplied  by the  Subaccount's  unit value at that time.  A Policy
transaction  occurs when units of a Subaccount are either purchased or redeemed.
Amounts  allocated,  transferred  or added to a Subaccount  are used to purchase
units of that Subaccount;  units are redeemed when amounts are deducted, loaned,
transferred, withdrawn or surrendered.

The number of units this Policy has in a Subaccount  at any time is equal to the
number of units  purchased minus the number of units redeemed in that Subaccount
to that time. The number of units purchased or redeemed in a Policy  transaction
is  equal  to  the  dollar  amount  of the  Policy  transaction  divided  by the
Subaccount's  unit  value  on  the  date  of  the  Policy  transaction.   Policy
transactions  may be made on any day.  The unit value  that  applies to a Policy
transaction  made on a Valuation  Date will be the unit value for that day.  The
unit  value  that  applies  to a Policy  transaction  made on a day other than a
Valuation Date will be the unit value for the next Valuation Date.

We determine unit values for the  Subaccounts at the end of each Valuation Date.
The unit value of a Subaccount on any Valuation  Date is equal to the unit value
for that  Subaccount on the immediately  preceding  Valuation Date multiplied by
the net investment factor for that Subaccount on that Valuation Date.

The net investment  factor for a Subaccount on any Valuation Date is (a) divided
by (b), minus (c), where:

(a)      is the net asset value of the shares in designated investment companies
         that  belong  to the  Subaccount  at the  close  of  business  on  such
         Valuation  Date  before any Policy  transactions  are made on that day,
         plus the amount of any  dividend or capital gain  distribution  paid by
         the investment companies on that day;

(b)      is the value of the assets in that  Subaccount at the close of business
         on the immediately preceding Valuation Date after all transactions were
         made for that day; and

(c)      is a daily charge,  for each day in the Valuation Period which includes
         such Valuation  Date, not exceeding  .00248%,  which is equivalent to a
         charge of .90% annually, for mortality and expense risks.

The net asset value of an investment  company's  shares held in each  Subaccount
will be the value reported to Us by that investment company.



<PAGE>


YOUR ACCOUNT VALUE (Continued)

Value In The Guaranteed  Account.  The amount You have in the Guaranteed Account
at any time is equal to the amounts  allocated and  transferred  to it, plus the
interest  credited to it,  minus  amounts  deducted,  transferred,  withdrawn or
surrendered from it.

We will credit the  Guaranteed  Account with interest  rates We  determine.  Any
change in the interest rate We credit to the unloaned  amount in the  Guaranteed
Account will be as  described  in the Changes In Policy Cost Factors  provision.
The loaned  amount in the  Guaranteed  Account will be credited with an interest
rate of not less than the Policy Loan  interest rate minus 2%. The interest rate
applied to either the loaned or unloaned  amount in the Guaranteed  Account will
not be less than 4% per year, compounded annually.

At the end of each Policy Month We will credit  interest on unloaned  amounts in
the Guaranteed Account as follows:

o    on amounts  that remain in the  Guaranteed  Account  for the entire  Policy
     Month, from the beginning to the end of the Policy Month;

o    on amounts  allocated to the Guaranteed  Account during a Policy Month that
     are Net Premium  payments,  or Outstanding Loan payments,  from the date We
     receive them to the end of the Policy Month;

o    on amounts  transferred  to the  Guaranteed  Account during a Policy Month,
     from the date of the transfer to the end of the Policy Month;

o    on amounts  deducted or  withdrawn  from the  Guaranteed  Account  during a
     Policy  Month,  from the  beginning of the Policy  Month,  or the date such
     amount is allocated or transferred to the Guaranteed  Account, if later, to
     the date of the deduction or partial withdrawal.


THE CASH SURRENDER VALUE OF THIS POLICY

Cash  Surrender  Value.  The  Cash  Surrender  Value on any date is equal to the
amount in Your Account Value on that date minus any surrender charge.

Net Cash  Surrender  Value.  The Net Cash  Surrender  Value is equal to the Cash
Surrender Value minus any Outstanding  Loan. You may give up this Policy for its
Net Cash Surrender  Value at any time while this Policy is in force.  You may do
this by sending a Written  Notice for it and this  Policy to Our  Administrative
Office.  We will compute the Net Cash Surrender  Value as of the date We receive
Your  request  for it and this  Policy at Our  Administrative  Office.  All life
insurance coverage under this Policy will end on such date.



<PAGE>


THE CASH SURRENDER VALUE OF THIS POLICY (Continued)

Surrender  Charges.  If You give up this Policy for its Net Cash Surrender Value
or if it ends without  value at the end of a Grace Period  before the end of the
tenth Policy Year, We will subtract a surrender  charge from Your Account Value.
A table of maximum surrender charges is shown in the POLICY INFORMATION section.

An increase in the Face Amount will result in an additional  ten year  surrender
charge applicable to the amount of the increase. The additional surrender charge
period will begin on the effective date of the increase.

If You request a decrease in the Face Amount  before the end of the tenth Policy
Year, or within ten years immediately  following a Face Amount increase, We will
also  deduct a pro rata  share of any  applicable  surrender  charge  from  Your
Account Value.  Decreases in Face Amount will first be applied  against the most
recent increase in the Face Amount. They will then be applied to prior increases
in the Face Amount in the reverse order in which such increases took place,  and
then to the Initial Face Amount.

The  amount  of any pro  rata  surrender  charge  is (a)  divided  by  (b),  and
multiplied by (c), where:

a)   is the amount of the decrease in the Face Amount,

b)   is the Face Amount immediately prior to the decrease, and

c)   is the total surrender charge  applicable to this Policy  immediately prior
     to the decrease.

If there is an increase or decrease in the surrender  charge shown in the POLICY
INFORMATION  section, We will send You a new table showing the revised surrender
charges. We have filed a detailed statement of the method of computing surrender
charges with the insurance  supervisory  official of the  jurisdiction  in which
this Policy is delivered.

Partial  Withdrawal.  At any time after the first Policy Year, You may ask for a
partial withdrawal by Written Notice to Our Administrative  Office. Your request
will be subject  to Our  approval  based on Our rules in effect  when We receive
Your  request,  and  to the  partial  withdrawal  limits  shown  in  the  POLICY
INFORMATION  section. A partial withdrawal will result in a decrease in the Cash
Surrender  Value,  in Your Account Value,  and in Your Death  Benefit.  If Death
Benefit  Option I is in effect,  the  partial  withdrawal  will also result in a
decrease in the Face Amount equal to the partial withdrawal amount.  However, We
will not allow such partial  withdrawal if it would  decrease the Face Amount to
less than the Minimum Face Amount shown in the POLICY INFORMATION  section.  Any
decrease in Face Amount will be applied in reverse order to reduce any increases
in Face Amount, and then to reduce the Initial Face Amount.

The partial  withdrawal  amount  deducted from the Account Value is equal to the
amount requested,  plus any applicable administrative charge shown in the POLICY
INFORMATION  section,  and plus any applicable  surrender charge.  The surrender
charge  for a  partial  withdrawal  is  equal  to  the  amount  of  the  partial
withdrawal,  plus any administrative charge for the partial withdrawal,  divided
by the Net Cash Surrender Value immediately prior to the partial withdrawal, and
then multiplied by the surrender charge which would apply to a full surrender at
that time.

You  may  tell Us how  much of each  partial  withdrawal  is to come  from  Your
unloaned  value in the  Guaranteed  Account  and from Your values in each of the
Subaccounts.  The maximum  amount that may be withdrawn from Your unloaned value
in the  Guaranteed  Account  during any Policy  Year is 25% of the value in that
account on the most recent Policy Anniversary reduced by all partial withdrawals
and transfers You made from that account  during the current Policy Year. If You
do not specify,  the partial withdrawal will be deducted from Your Account Value
based on the proportion  that Your unloaned value in the Guaranteed  Account and
Your values in each of the Subaccounts  bear to the total unloaned value in Your
Account Value.

Such partial withdrawal and resulting decrease in the Death Benefit, in the Cash
Surrender  Value  and in Your  Account  Value  will  take  effect on the date We
receive  Your  Written  Notice  for it at Our  Administrative  Office.  We  will
generally  pay a partial  withdrawal  within  seven  days.  We will send You the
applicable new page for the POLICY  INFORMATION  section if a partial withdrawal
results in a decrease in the Face Amount.  It will become a part of this Policy.
We may require You to return this Policy to Our Administrative  Office to make a
change.



<PAGE>


HOW A LOAN CAN BE MADE

Policy  Loans.  You  may  request  a  Policy  Loan  by  Written  Notice  to  Our
Administrative  Office.  During the first Policy  Year,  You can obtain a Policy
Loan if the resulting Outstanding Loan does not exceed 50% of the Cash Surrender
Value on the date of the loan  request.  After the first  Policy  Year,  You can
obtain a loan on this  Policy up to the amount of the Loan  Value.  The  initial
loan and any additional  loan must be for at least the minimum loan amount shown
in the POLICY INFORMATION section.

The Account Value of this Policy is the only security for a loan.  Any amount on
loan is maintained within the Guaranteed Account. We refer to this as the loaned
portion of the Guaranteed Account. When a Policy Loan is requested, You may tell
Us how much of the requested loan is to be transferred  from Your unloaned value
in the Guaranteed Account and from Your value in each Subaccount.  If You do not
tell Us, We will  allocate the loan based on the  proportion  that Your unloaned
value in the Guaranteed  Account and Your values in each of the Subaccounts bear
to the total unloaned value in Your Account Value. If some or all of the loan is
allocated to a Subaccount, We will redeem units of that Subaccount sufficient in
value to cover such amount and transfer that amount to the loaned portion of the
Guaranteed  Account.  If some or all of the loan is allocated to the  Guaranteed
Account,  We will transfer that amount from the unloaned value in the Guaranteed
Account to the loaned portion of the Guaranteed Account.  Such transfers will be
made as of the date We receive Your  request.  We do not make a charge for these
transfers and they are not counted toward any future transfer charges.

Loan  Value.  After  the  first  Policy  Year,  the  Loan  Value is the Net Cash
Surrender  Value on the date of the request,  less interest on the amount of the
loan to the end of the  Policy  Year,  and less the amount We  calculate  as the
value of the remaining  monthly  deductions  to the end of the Policy Year.  The
amount  of the loan  may not be more  than the Loan  Value.  If You  request  an
increase  to an  existing  loan,  the  amount  requested  will be  added  to the
Outstanding Loan.

Loan Interest.  Interest on a loan accrues daily at an interest rate not greater
than the Policy Loan interest  rate shown in POLICY  INFORMATION  section.  Loan
interest is due on each  Policy  Anniversary.  If the  interest is not paid when
due,  it will be added to the  Policy  Loan and will bear  interest  at the loan
interest  rate.  The unpaid  interest will be allocated  based on the proportion
that Your unloaned  value in the  Guaranteed  Account and Your values in each of
the Subaccounts bear to the total unloaned value in Your Account Value.

Loan  Repayment.  You may repay all or part of an  Outstanding  Loan at any time
while this Policy is in force. However,  since We normally treat all payments as
a payment of Premium,  if You wish all or any portion of a payment to be applied
as an  Outstanding  Loan  payment,  You must  include a  Written  Notice to this
effect.  An  Outstanding  Loan  payment  will be  allocated  on the basis of the
Premium  allocation  percentages  then in  effect,  and will  reduce  the loaned
portion of the Guaranteed Account.

Failure to repay an Outstanding Loan will not cause this Policy to lapse unless,
on a Monthly  Anniversary,  the Net Cash Surrender  Value is less than the total
monthly  deduction then due, and the No Lapse feature is not in effect.  In that
case, this Policy will lapse and the Grace Period provision will apply.

A Policy Loan will have a permanent  effect on Your  Benefits  under this Policy
even if it is repaid. Depending on the investment results of the Subaccounts and
the interest  rates  credited to the  Guaranteed  Account while a Policy Loan is
outstanding, such effect could be favorable or unfavorable.



<PAGE>


THE SEPARATE ACCOUNT

The Separate  Account is named in the  DEFINITIONS  section.  We established the
Separate Account and Subaccounts pursuant to the Delaware Insurance Code and the
rules promulgated  thereunder.  We own the assets in the Separate Account and in
each Subaccount. The Separate Account and each Subaccount, however, are separate
from Our general  account and from any other separate  account and subaccount We
may maintain or establish at any time. Income, and realized and unrealized gains
and losses from assets  allocated to each Subaccount of the Separate Account are
credited to or charged against such  Subaccount  without regard to other income,
gains or losses of any of Our other  business.  Assets equal to the reserves and
other  liabilities  of a  Subaccount  and of the  Separate  Account  will not be
charged with  liabilities  from any other business We conduct.  In the event the
assets  of any  Subaccount  are in  excess of its  required  reserves  and other
liabilities,  We may transfer such excess to another  separate account or to Our
general account.

Subaccounts.  Our Separate  Account  consists of  Subaccounts.  Each  Subaccount
invests its assets in shares of a designated  investment  company or  companies.
The  Subaccounts  that You chose for the allocation of Your Initial  Premium are
shown on the  application  for this Policy,  a copy of which is attached to this
Policy.  We may from time to time make other  Subaccounts  available  to You. We
will  provide  You  with  written  notice  of  all  material  details  including
investment objectives and all charges.

We have reserved certain rights regarding the Separate Account. We will exercise
these rights only in compliance with all applicable regulatory requirements.  We
have the right to:

o    Change, add or delete designated investment companies.

o    Add or remove Subaccounts.

o    Withdraw  assets of the class of policies to which this Policy belongs from
     a Subaccount and put them into another Subaccount.

o    Combine any two or more Subaccounts.

o    Register other separate  accounts,  or deregister the Separate Account with
     the Securities and Exchange Commission.

o    Run the Separate Account under the direction of a committee,  and discharge
     such committee at any time.

o    Restrict or eliminate any voting rights of Policy Owners,  or other persons
     who have voting rights as to the Separate Account.

o    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
     investments that are legal, as determined by Our own or outside counsel.

o    We will not change any  investment  policy of a Subaccount  or Our Separate
     Account 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,  We will notify You of such change,  as required by
law.  If You have  value in that  Subaccount,  You may send a Written  Notice to
transfer it (without  charge) from that  Subaccount to another  Subaccount or to
the  Guaranteed  Account,  and You  may  then  change  Your  Premium  allocation
percentages.


OUR ANNUAL REPORT TO YOU

For each  Policy  Year We will send You a report for this  Policy that shows the
current  Death  Benefit,  the value You have in the  Guaranteed  Account and the
value You have in each  Subaccount of Our Separate  Account,  the Cash Surrender
Value and any Outstanding Loan with the current loan interest rate. It will also
show the  Premiums  paid and any other  information  as may be  required  by the
insurance  supervisory  official  of the  jurisdiction  in which this  Policy is
delivered.



<PAGE>


HOW BENEFITS ARE PAID

The Life Insurance Proceeds,  or the payment amount of any partial withdrawal or
the full  surrender of Your Account Value will be paid  immediately  in one sum.
Or, You can choose  another form of payment for all or part of such  amount.  If
You send Us a Written  Notice,  We will inform You of all other forms of payment
including annuities,  with or without life contingencies.  Interest on any other
form of payment  will be at an annual rate of interest  that We decide,  but not
less  than the rate  required  by the law of the state in which  this  Policy is
delivered. If You do not arrange for a specific choice before the Last Surviving
Insured  dies,  the  Beneficiary  will have this right  when the Last  Surviving
Insured dies. If You do make an arrangement,  however,  the  Beneficiary  cannot
change it after the Last Surviving Insured dies.


OTHER IMPORTANT INFORMATION

Your  Contract  With Us. This Policy is issued in  consideration  of the initial
application  and  the  payment  of the  Initial  Premium  shown  in  the  POLICY
INFORMATION section.

This Policy, and the attached copy of the initial application and all subsequent
applications  to change this Policy,  any Riders or  Endorsements  added to this
Policy,  and all additional  POLICY  INFORMATION  sections added to this Policy,
make up the entire contract. The rights conferred by this Policy are in addition
to those provided by applicable Federal and State laws and regulations.

Only Our  President or one of Our  Vice-Presidents  can modify this  contract or
waive any of Our  rights or  requirements  under it.  The  person  making  these
changes must put them in writing and sign them.

Policy Changes - Applicable Tax Law. For You and the  Beneficiary to receive the
tax  treatment  accorded to life  insurance  under Federal law, this Policy must
qualify initially and continue to qualify as a life insurance contract under the
Code,  or any  successor  law or  regulation.  Therefore,  in Our best effort to
assure this  qualification  for You, We have reserved earlier in this Policy the
right to decline to accept  Premium,  in whole or in part,  to decline to change
the Death Benefit Option, to decline to change the Face Amount, or to decline to
make partial withdrawals that would cause this Policy to fail to qualify as life
insurance as defined in the Code.  Further, We reserve the right to make changes
in this Policy or its riders (for example, in the Table Of Minimum Death Benefit
Factors) or to require  additional  Premium or to make  distributions  from this
Policy to the extent We deem it  necessary to continue to qualify this Policy as
life  insurance.  Any such changes will apply uniformly to all policies that are
affected. You will be given advance written notice of such changes.

Changes In Policy Cost Factors.  Changes in policy cost factors  (interest rates
We credit,  cost of insurance  rates and expense  charges)  will be by class and
based upon  changes in future  expectations  for such  elements  as:  investment
earnings, mortality,  persistency, expenses and taxes. Any change in policy cost
factors will be determined in accordance  with procedures and standards on file,
if required,  with the insurance  supervisory  official of the  jurisdiction  in
which this Policy is delivered.

When This Policy Is Incontestable.  We have the right to contest the validity of
this Policy based on material  misstatements made in the initial application for
this Policy. We also have the right to contest the validity of any policy change
or  reinstatement  based on material  misstatements  made in any application for
such change or reinstatement.  However, We will not contest the validity of this
Policy after it has been in effect  during the lifetime of both Insureds for two
years from the Issue Date shown in the POLICY INFORMATION  section.  We will not
contest  any policy  change  that  requires  evidence  of  insurability,  or any
reinstatement  of this  Policy,  after the change or  reinstatement  has been in
effect for two years during the lifetime of both Insureds.

No statement  will be used to contest a claim unless such statement is contained
in an application.

All statements made in an application are representations and not warranties.

See any additional benefit riders for modifications of this provision that apply
to them.



<PAGE>


OTHER IMPORTANT INFORMATION (Continued)

What If Age Or Sex Has Been Misstated?  If either  Insured's age or sex has been
misstated on any  application,  the Death  Benefit and any benefits  provided by
riders to this Policy will be those which would be  purchased by the most recent
monthly  deduction  for the  cost of  insurance,  and the  cost of any  benefits
provided by riders, at the correct Age and sex for each Insured.

How The Suicide Exclusion  Affects  Benefits.  If either Insured commits suicide
(while sane or insane) within two years after the Issue Date shown in the POLICY
INFORMATION  section,  this Policy  will end on the date of such death,  and Our
liability will be limited to the payment of a single sum. This sum will be equal
to the  Premiums  paid,  minus any  Outstanding  Loan,  and  minus  any  partial
withdrawal,  and minus the cost of any riders attached to this Policy. If either
Insured  commits  suicide  (while sane or insane)  more than two years after the
Issue Date,  but within two years after the effective  date of a change that You
asked for that  increases  the Face Amount  (other  than a  scheduled  automatic
increase),  the  insurance  provided by such increase in Face Amount will end on
the date of death,  and Our  liability as to the increase in Face Amount will be
limited to the  payment of a single sum equal to the monthly  cost of  insurance
charges  made for  such  increase  plus the  expense  charge  deducted  for such
increase.

How We Measure Policy Periods And Anniversaries. We measure Policy Years, Policy
Months, and Policy  Anniversaries from the Policy Date. Each Policy Month begins
on the same day as the Policy Date for each succeeding  month,  except that, for
any month not having such a day, it is the last day of that month.

How,  When And What We May Defer.  We may not be able to obtain the value of the
assets of the Subaccounts if: (1) the New York Stock Exchange is closed;  or (2)
the  Securities  and Exchange  Commission  requires  trading to be restricted or
declares  an  emergency.  During  such  times,  as to amounts  allocated  to the
Subaccounts, We may defer:

o    determination and payment of a surrender or any partial withdrawals;

o    determination  and  payment  of any  Death  Benefit  in  excess of the Face
     Amount;

o    payments of loans; o determination  of the unit values of the  Subaccounts;
     and

o    any requested transfer or the transfer on the Allocation Date.

As to amounts allocated to the Guaranteed  Account,  We may defer payment of any
partial  withdrawal,  surrender,  or Policy  Loan for up to six months  after We
receive a request  for it. We will  allow  interest,  at a rate of at least 4% a
year,  on any Net Cash  Surrender  Value  payment  derived  from the  Guaranteed
Account that We defer for 30 days or more.

We will not defer a Policy Loan if it is to be used to pay  premiums on policies
with Us.

The Basis We Use For  Computation.  We provide Cash Surrender Values that are at
least equal to those required by law in the jurisdiction in which this Policy is
delivered.  If required to do so, We have filed with the  insurance  supervisory
official of that  jurisdiction  a detailed  statement of Our method of computing
such values. We compute reserves under this Policy by the Commissioners' Reserve
Valuation Method.

We base minimum Cash Surrender  Values and reserves on the  Commissioners'  1980
Standard Ordinary Male or Female,  Smoker or Non-Smoker,  Mortality Tables,  Age
Nearest Birthday.  We also use these tables as the basis for determining maximum
cost of insurance  rates,  taking  account of sex,  Attained Age, rate class and
smoker or non-smoker status of each Insured. We use an effective annual interest
rate of 4% to determine minimum Cash Surrender Values.

Policy  Changes.  You may add  additional  benefit riders or make other changes,
subject to Our rules at the time of change.



<PAGE>


OTHER IMPORTANT INFORMATION (Continued)

Policy  Split  Option.  You may elect to  surrender  this Policy in exchange for
separate  individual  permanent  life  insurance  policies  on the  life of each
Insured  if: (1) the  Insured's  were  married  on the  Policy  Date and a final
annulment or divorce decree  dissolving the Insureds'  marriage has been issued,
or (2) if a change to the Federal  Estate Tax Law has occurred  which results in
either:

o    the repeal of the  unlimited  marital  deduction  provided by the  Internal
     Revenue Code of 1986, as amended; or

o    a change to the Internal  Revenue Code of 1986,  as amended,  which reduces
     the maximum Federal Estate Tax rate to 25% or less;

To elect this policy split  option,  We must  receive  Your  Written  Notice not
earlier  than 180  days,  or later  than 360  days,  after  the date a decree of
annulment or divorce  becomes  final,  including a copy of the final decree,  or
within 180 days of the date of a change in the  Federal  Estate Tax Law. We will
require evidence  satisfactory to Us of the insurability of both Insureds and We
will also require evidence  satisfactory to Us that the owner of each new policy
has an insurable  interest in the Insured on the date of the  exchange.  We will
also require that any Outstanding Loan be repaid on the date of the exchange.

The date of the exchange will be the Policy Anniversary on or next following Our
receipt of Your Written Notice of election,  accompanied by the initial  premium
due on each of the new policies  and any fee We charge to process the  exchange.
The fee to process the exchange will not exceed $500.00.

Exchanged Policies.  The new policies resulting from the exercise of this option
will have these features:

o    The new policies will be subject to any assignment against this Policy.

o    Policy years and  anniversaries  for the new policies will be measured from
     the date from which  policy  years and  anniversaries  for this  Policy are
     measured.

o    The new policies will be life  insurance  policies that We are offering for
     this  purpose  as of the date of  exchange  and  which  use the same  Death
     Benefit Qualification Method as that used for this Policy.

o    The risk  classification  for each Insured  under the new policies  will be
     that risk  classification  for each Insured  determined  at the time of the
     exchange.

o    The face  amount of each new  policy  may not  exceed  one half of the face
     amount of this Policy.


o    No more than one half of the Cash  Surrender  Value of this  Policy will be
     transferred to each new policy.


o    If the  Insured's  are  Joint  Owners  of this  Policy  on the  date of the
     exchange, each Insured will be the Owner of the new policy on his/her life;
     otherwise  the  Owner(s) of this  Policy  will be the  Owner(s) of each new
     policy subject to the insurable interest requirements noted above.

o    The  effective  date of the new  policies  will be the Policy  Date of this
     Policy.


o    If the  reserve of this Policy  exceeds the sum of the  reserves of the new
     policies,  and the Cash  Surrender  Value of this Policy exceeds the sum of
     the Cash  Surrender  Values of the new policies,  We will pay You whichever
     excess is smaller.

o    If the sum of the reserves of the new policies  exceeds the reserve of this
     Policy, or the sum of the Cash Surrender Values of the new policies exceeds
     the Cash Surrender Value of this Policy,  You must pay Us whichever  excess
     is greater.


o    Riders may be attached to the new  policies  only with Our consent and will
     be based on the age of each  Insured at the time of issue of this Policy as
     well as the number of years this Policy has been in force.


<PAGE>


OTHER IMPORTANT INFORMATION (Continued)

Right To Exchange. While this Policy is in force, and subject to the time limits
noted below,  You may, by Written Notice to Us, request to exchange the original
life  insurance  coverage  provided  under this  Policy for fixed  benefit  life
insurance   coverage  on  the  lives  of  the  Insureds,   without  evidence  of
insurability. This exchange may be made:

o    within 24 months after the Issue Date; or

o    within 24 months after an increase in the Face Amount of this Policy, other
     than a scheduled  automatic  increase,  and other than an increase due to a
     Death Benefit Option change; or

o    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,  We will  notify You and
     give You information on the options available.

When an exchange is requested,  We accomplish it by transferring all the amounts
in the  Subaccounts  under this Policy to the  Guaranteed  Account.  There is no
charge for this transfer.  Once this Right To Exchange is exercised,  the entire
amount of Your  Account  Value must be left in the  Guaranteed  Account  for the
remaining  life of this  Policy.  The Face  Amount  in effect at the time of the
exchange will remain  unchanged.  The Owner and Beneficiary will remain the same
as were recorded  immediately  before the exchange.  The Policy Date, Issue Date
and Age of each surviving Insured will remain unchanged.

                                    AIGLIFE
                           AIG Life Insurance Company
                                 600 King Street
                           Wilmington, Delaware 19801
<PAGE>
POLICY INFORMATION


                           AIG LIFE INSURANCE COMPANY
                      600 KING STREET, WILMINGTON, DE 19801
                            TELEPHONE (302) 594-2000



                         SCHEDULE OF BENEFITS & PREMIUMS
<TABLE>
<S>                               <C>                     <C>                   <C>

         Initial Premium -        [$2,361.00]              [$2,361.00] -        Planned [Annual] Premium
     Minimum Face Amount -        [$200,000]                  [$88.00] -        Minimum Premium
    Death Benefit Option -        [Option I]                 [5] Years -        No Lapse Period
Tax Qualification Option -        [Guideline Premium/            [1st] -        Monthly Processing Date
                                         Cash Value Corridor
                                         Test]

</TABLE>


                   MORTALITY TABLE & GUARANTEED INTEREST RATES

                 Mortality Table- 1980 Commissioners' Standard Ordinary
                                  Mortality Table, Male or Female,
                                  Nonsmoker or Smoker, Age Nearest Birthday
Guaranteed Account Interest Rate- 0.01075% Compounded Daily, Which Is
                                  Equivalent To An Effective Annual Rate of 4.0%
       Policy Loan Interest Rate- 8% Per Year, Compounded Annually, Payable In
                                  Arrears



                             MAXIMUM EXPENSE CHARGES

Premium Expense Charge  -  8.0% of each premium
Monthly Expense Charge  -  $53.80 + $.03 / 1,000 during Policy Years 1 through 5
                        -  $15.00 + $.03 / 1,000 during Policy Years 6 and later


This Policy provides life insurance  coverage payable at the second death of the
two Insureds if sufficient  premiums are paid.  Premium  payments in addition to
the Planned Periodic Premium may be needed to keep this Policy in force.



                                   POLICY DATA

       Policy Number  -  1,234,567         July 1, 1999  -        Policy Date
           Insured 1  -  John Doe               35/Male  -        Age/Sex
                                     Standard Nonsmoker  -        Rate Class
           Insured 2  -  Jane Doe             35/Female  -        Age/Sex
                                     Standard Nonsmoker  -        Rate Class
 Initial Face Amount  -  $200,000          July 1, 1999  -        Issue Date
   Premium Frequency  -  Annual






<PAGE>


POLICY INFORMATION (Continued)


                       TABLE OF MAXIMUM SURRENDER CHARGES

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

            POLICY YEAR                       SURRENDER CHARGE
- ------------------------------------- ----------------------------------

                1                               [$2,654.00
                2                                $2,388.60
                3                                $2,123.20
                4                                $1,857.80
                5                                $1,592.40
                6                                $1,327.00
                7                                $1,061.60
                8                                  $796.20
                9                                  $530.80
               10                                  $265.40
               11 and Beyond                         $0.00]

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


                            PARTIAL WITHDRAWAL LIMITS

         The amount of each partial withdrawal must be at least [$250.00].

         Not more than [4] partial withdrawals may be made in any Policy Year.

         We  reserve  the  right to  deduct  an  administrative  charge of up to
         [$25.00]  for each  partial  withdrawal.  There may also be a surrender
         charge  for  any  partial   withdrawal  as  described  in  the  Partial
         Withdrawal provision.


                               POLICY LOAN LIMITS

         The amount of each Policy Loan must be at least [$500.00].


                                 TRANSFER LIMITS

         The amount of each transfer must be at least [$250.00].
         A [$25.00] fee will be accessed for each transfer in excess of the [12]
         transfers allowed free per Policy Year.




<PAGE>


                             MONEY MARKET SUBACCOUNT

         Any Net Premium received prior to the Allocation Date will be allocated
         to the  [Cash  Management  Subaccount]  until  the end of the  Right To
         Examine and Cancel This Policy period.



<PAGE>


POLICY INFORMATION (Continued)


               TABLE OF GUARANTEED MAXIMUM COST OF INSURANCE RATES

- ------------------ ---------------------- ---------------- ---------------------
     POLICY              MONTHLY RATE         POLICY             MONTHLY RATE
      YEAR                PER $1,000           YEAR               PER $1,000
- ------------------ ---------------------- ---------------- ---------------------

       1                    0.00021             34                 0.66492
       2                    0.00067             35                 0.77835
       3                    0.00121             36                 0.91240
       4                    0.00186             37                 1.08192
       5                    0.00266             38                 1.26981
       6                    0.00360             39                 1.50994
       7                    0.00476             40                 1.79853
       8                    0.00613             41                 2.13509
       9                    0.00775             42                 2.52034
       10                   0.00962             43                 2.95311
       11                   0.01184             44                 3.43292
       12                   0.01443             45                 3.96928
       13                   0.01748             46                 4.57967
       14                   0.02104             47                 5.28097
       15                   0.02522             48                 6.09291
       16                   0.03014             49                 7.03013
       17                   0.03602             50                 8.07993
       18                   0.04311             51                 9.23437
       19                   0.05167             52                10.47303
       20                   0.06184             53                11.79230
       21                   0.07386             54                13.17161
       22                   0.08791             55                14.62345
       23                   0.10399             56                16.14868
       24                   0.12222             57                17.77017
       25                   0.14354             58                19.53103
       26                   0.16880             59                21.50762
       27                   0.19886             60                23.92732
       28                   0.23566             61                27.23936
       29                   0.28112             62                32.36967
       30                   0.33660             63                41.22764
       31                   0.40218             64                57.81227
       32                   0.47863        65 AND BEYOND          83.33333
       33                   0.56607


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


<PAGE>


POLICY INFORMATION (Continued)


                     TABLE OF MINIMUM DEATH BENEFIT FACTORS




- -----------------------------------------------------------------------------
POLICY      MINIMUM DEATH        POLICY              MINIMUM DEATH

YEAR        BENEFIT FACTOR       YEAR              BENEFIT FACTOR
- -----------------------------------------------------------------------------


    1          2.50                34                    1.16
    2          2.50                35                    1.15
    3          2.50                36                    1.13
    4          2.50                37                    1.11
    5          2.50                38                    1.09
    6          2.43                39                    1.07
    7          2.36                40                    1.05
    8          2.29                41                    1.05
    9          2.22                42                    1.05
   10          2.15                43                    1.05
   11          2.09                44                    1.05
   12          2.03                45                    1.05
   13          1.97                46                    1.05
   14          1.91                47                    1.05
   15          1.85                48                    1.05
   16          1.78                49                    1.05
   17          1.71                50                    1.05
   18          1.64                51                    1.05
   19          1.57                52                    1.05
   20          1.50                53                    1.05
   21          1.46                54                    1.05
   22          1.42                55                    1.05
   23          1.38                56                    1.04
   24          1.34                57                    1.03
   25          1.30                58                    1.02
   26          1.28                59                    1.01
   27          1.26                60                    1.01
   28          1.24                61                    1.01
   29          1.22                62                    1.01
   30          1.20                63                    1.01
   31          1.19                64                    1.01
   32          1.18                65                    1.01
   33          1.17               66 AND BEYOND          1.01
- -----------------------------------------------------------------------------



<PAGE>


POLICY INFORMATION (Continued)


                   SCHEDULE OF COVERAGES, BENEFITS AND RIDERS

- --------- ----------- --------- ---------------- ---------- ------------------
AMOUNT OF    TYPE OF   EFFECTIVE  PAYMENT       EXPIRATION       MONTHLY
INSURANCE    COVERAGE   DATE       PERIOD (YRS)    DATE            COST
- --------- ----------- --------- ---------------- ---------- ------------------
- --------- ----------- --------- ---------------- ---------- ------------------



                              TABLE OF FACE AMOUNTS

- --------------------------- ---------------------- ----------------------------
 EFFECTIVE ON THE POLICY
  ANNIVERSARY FOLLOWING      AUTOMATIC INCREASE
       POLICY YEAR             IN FACE AMOUNT            NEW FACE AMOUNT
- --------------------------- ---------------------- ----------------------------
- --------------------------- ---------------------- ----------------------------

          1                       [$ 0]                 [$200,000]
          2                       [$ 0]                 [$200,000]
          3                       [$ 0]                 [$200,000]
          4                       [$ 0]                 [$200,000]
          5                     [$20,000]               [$220,000]
          6                     [$20,000]               [$240,000]
          7                     [$20,000]               [$260,000]
          8                     [$20,000]               [$280,000]
          9                     [$20,000]               [$300,000]
  10 AND THEREAFTER               [$ 0]                 [$300,000]

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


                            LIMITED POWER OF ATTORNEY


         KNOWN ALL MEN BY THESE PRESENT, that I, Paul S. Bell, Director,  Senior
Vice  President and Chief Actuary of AIG Life Insurance  Company,  a corporation
duly  organized  under the laws of the  State of  Delaware,  do  hereby  appoint
Kenneth D. Walma as my attorney and agent,  for me, and in my name as a Director
of the  Company  on behalf  of the  Company  or  otherwise,  with full  power to
execute,  deliver  and file with the  Securities  and  Exchange  Commission  all
documents  required for  registration  of a security under the Securities Act of
1933 as amended,  and the Investment Company Act of 1940, as amended,  and to do
and  perform  each and  every  act that  said  attorney  may deem  necessary  or
advisable to comply with the intent of the aforesaid Acts.
         WITNESS my hand and seal this 24th day of May, 1999.
WITNESS:

/s/ June M. Parsons                          /s/ Paul S. Bell
- -------------------------                     ---------------------------------
June M. Parsons                              Paul S. Bell





                                    EXHIBIT B

                         OPINION AND CONSENT OF COUNSEL

Ladies and Gentlemen:

         I have made such  examination of the law and have examined such Company
records and documents as in my judgment are necessary or  appropriate  to enable
me to render the opinion:

         1. AIG Life  Insurance  Company  is a valid  and  existing  stock  life
insurance company domiciled in the State of Delaware.

         2.  Variable  Account II is a separate  investment  account of AIG Life
Insurance Company validly existing  pursuant to the Delaware  Insurance Laws and
the Regulations thereunder.

         3. All of the prescribed  corporate  procedures for the issuance of the
Flexible  Premium  Variable  Universal  Life  Individual and Group Policies (the
"Policy") have been  followed,  and when such Contracts are issued in accordance
with  the  Prospectuses  contained  in the  Registration  Statement,  all  state
requirements relating to such Contracts will have been complied with.

         4. Upon the acceptance of premiums made by Contract  Owners pursuant to
a  Contract  issued  in  accordance  with  the  Prospectuses  contained  in  the
Registration  Statement and upon  compliance  with applicable law, such Contract
Owner will have a  legally-issued,  fully-paid,  nonassessable  interest in such
Contract.

This opinion,  or a copy thereof,  may be used as an exhibit to or in connection
with the filing with the Securities and Exchange Commission of the Pre Effective
Amendment No. 1 to the  Registration  Statement on Form S-6 for the Contracts to
be issued by AIG Life  Insurance  Company  and its  separate  account,  Variable
Account II.


                                            /s/ Kenneth D. Walma
                                            -----------------------
                                            Kenneth D. Walma
                                            Vice President and
                                            General Counsel
Dated:  October 15, 1999


<PAGE>


                                    EXHIBIT D

                       CONSENT OF INDEPENDENT ACCOUNTANTS

         We hereby  consent  to the  following  with  respect  to  Pre-effective
Amendment No. 1 to the Registration  Statement (No. 333-85573) on Form S-6 under
the Securities Act of 1933 of Variable Account II of AIG Life Insurance Company.

     1.   The inclusion in the Prospectus of AIG Life  Insurance  Company of our
          report dated  February 5, 1999 relating to our audits of the financial
          statements of AIG Life Insurance Company.

     2.   The  inclusion in the  Prospectus  of Variable  Account II of AIG Life
          Insurance  Company of our report dated March 12, 1999  relating to our
          audit of the financial statements of Variable Account II.

     3.   The reference to our firm under the heading "Experts."

/s/ PriceWaterhouseCoopers LLP
- ------------------
PriceWaterhouseCoopers LLP



October 15, 1999


<PAGE>

               JORDEN BURT BOROS CICCHETTI BERENSON & JOHNSON LLP
                                 SUITE 400 EAST
                       1025 THOMAS JEFFERSON STREET, N.W.
                           WASHINGTON, D.C. 2007-0805
                            TELECOPIER (202) 965-8104


AIG Life Insurance Company
One Alico Plaza
600 King Street
Wilmington, DE  19801

October 15, 1999

Ladies and Gentlemen:

         We hereby consent to the reference to our name under the caption "Legal
Matters" in the  Prospectus  contained in Pre  Effective  Amendment No. 1 to the
Registration  Statement  on Form  S-6  (File  No.  333-85573)  filed by AIG Life
Insurance  Company and  Variable  Account II with the  Securities  and  Exchange
Commission  under the Securities  Act of 1933 on or about October 15, 1999.

Very truly yours,
/s/Jorden Burt Boros Cicchetti Berenson & Johnson LLP
Jorden Burt Boros Cicchetti Berenson & Johnson LLP



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