AMERICAN GENERAL LIFE INSURANCE CO SEPARATE ACCOUNT D
497, 1998-01-20
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                   AMERICAN GENERAL LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT D
                               GENERATIONS (TM)
               COMBINATION FIXED AND VARIABLE ANNUITY CONTRACT
                      SUPPLEMENT DATED JANUARY 20, 1998
                                      TO
                         PROSPECTUS DATED MAY 1, 1997
                 AS SUPPLEMENTED MAY 27 and OCTOBER 14, 1997


      Effective January 20, 1998, certain automatic transfer plans, previously
available  only to new  Generations  contract  owners,  are available  also to
existing Generations contract owners with respect to new purchase payments.

      Also effective January 20, 1998, American General Life Insurance Company
is changing certain distribution arrangements, with respect to commissions and
trail  commissions,  and certain  disclosure,  with  respect to the payment of
additional  compensation  by one of its  broker-dealers,  Van Kampen  American
Capital Distributors, to other broker-dealers.

      These changes require several changes in the prospectus, as follows:


1.    CHANGES WITH RESPECT TO TRANSFERS

ON PAGE 20, THE SENTENCE  BEGINNING IN THE SIXTH LINE OF THE FOURTH PARAGRAPH,
IS CHANGED TO READ:

      WE MAY OFFER CERTAIN  AUTOMATIC  TRANSFER PLANS TO CONTRACT OWNERS
      WHO MAKE NEW PURCHASE PAYMENTS AND WHO ARE NOT PRESENTLY OWNERS OF
      ANY OTHER ANNUITY CONTRACT OFFERED BY AGL OR AN AFFILIATE OF AGL.


2.    CHANGES WITH RESPECT TO DISTRIBUTION ARRANGEMENTS

ON PAGE 40, THE SECOND PARAGRAPH UNDER "DISTRIBUTION  ARRANGEMENTS" IS CHANGED
TO READ:

      AGL  COMPENSATES VAN KAMPEN AMERICAN  CAPITAL  DISTRIBUTORS,  INC.
      ("VKAC  DISTRIBUTORS")  AND  OTHER  BROKER-DEALERS  THAT  SELL THE
      CONTRACTS  ACCORDING TO ONE OR MORE  COMPENSATION  SCHEDULES.  THE
      SCHEDULES  PROVIDE  FOR  COMMISSIONS  OF UP TO  7% OF  FIRST  YEAR

<PAGE>

      PURCHASE PAYMENTS RECEIVED PURSUANT TO THE CONTRACTS. IN ADDITION,
      DEPENDING ON THE SCHEDULE SELECTED, AGL MAY PAY CONTINUING "TRAIL"
      COMMISSIONS OF UP TO 0.75% OF CONTRACT ACCOUNT VALUE. AGL ALSO HAS
      AGREED TO PAY VKAC  DISTRIBUTORS  FOR ITS  PROMOTIONAL  ACTIVITIES
      SUCH AS THE  SOLICITATION  OF  SELLING  GROUP  AGREEMENTS  BETWEEN
      BROKER- DEALERS AND AGL, AGENT APPOINTMENTS WITH AGL, PRINTING AND
      DEVELOPMENT OF SALES LITERATURE TO BE USED BY AGL APPOINTED AGENTS
      AS  WELL  AS  RELATED   MARKETING   SUPPORT  AND  RELATED  SPECIAL
      PROMOTIONAL  CAMPAIGNS.  FROM TIME TO TIME VKAC  DISTRIBUTORS  MAY
      ENGAGE IN  SPECIAL  PROMOTIONS  RESULTING  IN THE  PAYMENT BY VKAC
      DISTRIBUTORS  OF  ADDITIONAL  COMPENSATION  TO ONE OR  MORE OF THE
      BROKER-DEALERS THAT SELL THE CONTRACTS. NONE OF THESE DISTRIBUTION
      EXPENSES  RESULTS IN ANY  ADDITIONAL  CHARGES  UNDER THE CONTRACTS
      THAT ARE NOT DESCRIBED UNDER "CHARGES UNDER THE CONTRACTS."


                                      2

<PAGE>

                   AMERICAN GENERAL LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT D
                               GENERATIONS (TM)
               COMBINATION FIXED AND VARIABLE ANNUITY CONTRACT
                      SUPPLEMENT DATED JANUARY 19, 1998
                                      TO
                         PROSPECTUS DATED MAY 1, 1997
               AS SUPPLEMENTED OCTOBER 14 AND OCTOBER 28, 1997


      Effective January 20, 1998, certain automatic transfer plans, previously
available  only to new  Generations  contract  owners,  are available  also to
existing  Generations  contract owners with respect to new purchase  payments.
Also effective  January 20, 1998,  American General Life Insurance  Company is
changing certain  distribution  arrangements,  with respect to commissions and
trail  commissions,  and certain  disclosure,  with  respect to the payment of
additional  compensation  by one of its  broker-dealers,  Van Kampen  American
Capital Distributors, to other broker-dealers.

      These changes require several changes in the prospectus, as follows:


1.    CHANGES WITH RESPECT TO TRANSFERS

ON PAGE 20, THE SENTENCE  BEGINNING IN THE SIXTH LINE OF THE FOURTH PARAGRAPH,
IS CHANGED TO READ:

      WE MAY OFFER CERTAIN  AUTOMATIC  TRANSFER PLANS TO CONTRACT OWNERS
      WHO MAKE NEW PURCHASE PAYMENTS AND WHO ARE NOT PRESENTLY OWNERS OF
      ANY OTHER ANNUITY CONTRACT OFFERED BY AGL OR AN AFFILIATE OF AGL.


2.    CHANGES WITH RESPECT TO DISTRIBUTION ARRANGEMENTS

ON PAGE 40, THE SECOND PARAGRAPH UNDER "DISTRIBUTION  ARRANGEMENTS" IS CHANGED
TO READ:

      AGL  COMPENSATES VAN KAMPEN AMERICAN  CAPITAL  DISTRIBUTORS,  INC.
      ("VKAC  DISTRIBUTORS")  AND  OTHER  BROKER-DEALERS  THAT  SELL THE
      CONTRACTS  ACCORDING TO ONE OR MORE  COMPENSATION  SCHEDULES.  THE
      SCHEDULES  PROVIDE  FOR  COMMISSIONS  OF UP TO  7% OF  FIRST  YEAR
      PURCHASE PAYMENTS RECEIVED PURSUANT TO THE CONTRACTS. IN ADDITION,

<PAGE>

      DEPENDING ON THE SCHEDULE SELECTED, AGL MAY PAY CONTINUING "TRAIL"
      COMMISSIONS OF UP TO 0.75% OF CONTRACT ACCOUNT VALUE. AGL ALSO HAS
      AGREED TO PAY VKAC  DISTRIBUTORS  FOR ITS  PROMOTIONAL  ACTIVITIES
      SUCH AS THE  SOLICITATION  OF  SELLING  GROUP  AGREEMENTS  BETWEEN
      BROKER- DEALERS AND AGL, AGENT APPOINTMENTS WITH AGL, PRINTING AND
      DEVELOPMENT OF SALES LITERATURE TO BE USED BY AGL APPOINTED AGENTS
      AS  WELL  AS  RELATED   MARKETING   SUPPORT  AND  RELATED  SPECIAL
      PROMOTIONAL  CAMPAIGNS.  FROM TIME TO TIME VKAC  DISTRIBUTORS  MAY
      ENGAGE IN  SPECIAL  PROMOTIONS  RESULTING  IN THE  PAYMENT BY VKAC
      DISTRIBUTORS  OF  ADDITIONAL  COMPENSATION  TO ONE OR  MORE OF THE
      BROKER-DEALERS THAT SELL THE CONTRACTS. NONE OF THESE DISTRIBUTION
      EXPENSES  RESULTS IN ANY  ADDITIONAL  CHARGES  UNDER THE CONTRACTS
      THAT ARE NOT DESCRIBED UNDER "CHARGES UNDER THE CONTRACTS."


                                      2


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