AMERICAN GENERAL LIFE INSURANCE CO SEPARATE ACCOUNT D, N-4, 1999-01-15

AMERICAN GENERAL LIFE INSURANCE CO SEPARATE ACCOUNT D
N-4, 1999-01-15

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<PAGE>

Registration Nos. 333-
811-2441

As filed with the Commission on January 15, 1999
______________________________________

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. ___ [ ]
Post-Effective Amendment No. ___ [ ]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 71 [X]
-----

AMERICAN GENERAL LIFE INSURANCE COMPANY
SEPARATE ACCOUNT D
(Exact Name of Registrant)

AMERICAN GENERAL LIFE INSURANCE COMPANY
(Name of Depositor)

2727-A Allen Parkway
Houston, Texas 77019
(Address of Depositor's Principal Executive Offices) (Zip Code)
(713) 831-8471
(Depositor's Telephone Number, including Area Code)

Pauletta P. Cohn, Esq.
Associate General Counsel and Secretary
American General Life Companies
2727-A Allen Parkway
Houston, TX 77019
(Name and Address of Agent for Service)

Copies of all communications and order to
Diane E. Ambler
Mayer, Brown & Platt
2000 Pennsylvania Ave. N.W.
Washington, D.C. 20006
<PAGE>

Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of this Registration Statement.

Title of Securities Being Registered:
Units of interest in American General Life Insurance Company Separate Account
D under variable annuity policies.

Registrant hereby amends this Registration Statement on such date or dates as
may be necessary to delay its effective date until Registrant shall file another
amendment which specifically states that this Registration 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 Commission, acting pursuant to said Section 8(a), may determine.
<PAGE>

AMERICAN GENERAL LIFE INSURANCE COMPANY

AGL SEPARATE ACCOUNT D
___________________________
FORM N-4
under
The Securities Act of 1933 and
The Investment Company Act of 1940
________
CROSS REFERENCE SHEET

(Pursuant to Rule 481(a))
<TABLE>
<CAPTION>

ITEM NO. PROSPECTUS CAPTION
- ----------- ------------------------------------------------
<S> <C>

PART A
1. Cover Page...................................................... Cover Page
2. Definitions..................................................... Glossary
3. Synopsis........................................................ Fee Table, Synopsis of Contract Provisions
4. Condensed Financial Information................................. Accumulation Unit Data
5. General Description of Registrant, Depositor and Portfolio
Companies....................................................... AGL SEPARATE ACCOUNT D, THE SERIES
6. Deductions and Expenses......................................... Charges Under the Contracts, Distribution
Arrangements
7. General Description of Variable Annuity Contracts............... Contract Issuance and Purchase Payments,
Transfer, Automatic Rebalancing, Surrender and
Partial Withdrawal of Owner Account Value, Other
Aspects of the Contracts
8. Annuity Period.................................................. Annuity Period and Annuity Payment Options
9. Death Benefit................................................... Death Proceeds
10. Purchase and Contract Value..................................... Contract Issuance and Purchase Payments, Owner
Account Value, Charges Under the Contracts
11. Redemptions..................................................... Transfer, Automatic Rebalancing, Surrender and
Partial Withdrawal of Owner Account Value
12. Taxes........................................................... Federal Income Tax Matters
13. Legal Proceedings............................................... LEGAL MATTERS
14. Table of Contents of the Statement of Additional Information.... Contents of Statement of Additional Information

ITEM NO. STATEMENT OF ADDITINAL INFORMATION CAPTION
- ----------- ------------------------------------------------
PART B

15. Cover Page...................................................... Cover Page
16. Table of Contents............................................... Table of Contents
17. General Information and History................................. General Information
18. Services........................................................ INDEPENDENT AUDITORS, SERVICES,
PRINCIPAL UNDERWRITER
19. Purchase of Securities Being Offered............................ Prospectus: Contract Issuance and Purchase
Payments, Charges Under the Contracts,
Distribution Arrangements

</TABLE>
<PAGE>

ITEM NO. STATEMENT OF ADDITINAL INFORMATION CAPTION
- ----------- ------------------------------------------------
<S> <C>

20. Underwriters..................................................... PRINCIPAL UNDERWRITER
21. Calculation of Performance Data.................................. PERFORMANCE DATA FOR THE DIVISIONS
22. Payout Payments.................................................. Prospectus: Annuity Period and Annuity Payment
Options, State of Additional Information:
ANNUITY PAYMENTS
23. Financial Statements............................................. Financial Statements
</TABLE>

PART C

Information required to be set forth in Part C is set forth under the
appropriate item, so numbered, in Part C of the Registration Statement.
<PAGE>

PLATINUM INVESTOR(TM) VARIABLE ANNUITY
FLEXIBLE PAYMENT VARIABLE AND FIXED
DEFERRED ANNUITY CONTRACTS
OFFERED BY
AMERICAN GENERAL LIFE INSURANCE COMPANY
P.O. BOX 1401, HOUSTON, TEXAS 77251-1401
1 (800) 360-4268; (713) 831-3505

American General Life Insurance Company ("AGL") is offering, flexible payment
variable and fixed deferred annuity contracts (the "Contracts") described in
this Prospectus.

You may use AGL's Separate Account D ("Separate Account") for a variable
investment return under the Contracts based on one or more of the following
mutual fund series: AIM Variable Insurance Funds, Inc.; American General Series
Portfolio Company; Dreyfus Variable Investment Fund; Dreyfus Socially
Responsible Growth Fund, Inc.; MFS Variable Insurance Trust; Morgan Stanley Dean
Witter Universal Funds, Inc.; SAFECO Resource Series Trust; Templeton Variable
Products Series Fund or Van Kampen Life Investment Trust.

. AIM Variable Insurance Funds, Inc.
. AIM V.I. International Equity Fund
. AIM V.I. Value Fund

. American General Series Portfolio Company
. International Equities Fund
. MidCap Index Fund
. Money Market Fund
. Stock Index Fund

. Dreyfus Variable Investment Fund
. Quality Bond Portfolio
. Small Cap Portfolio

. Dreyfus Socially Responsible Growth Fund, Inc.
. Dreyfus Socially Responsible Growth Fund

. MFS Variable Insurance Trust
. MFS Emerging Growth Series

. Morgan Stanley Dean Witter Universal Funds, Inc.
. Equity Growth Portfolio
. High Yield Portfolio

. SAFECO Resource Series Trust
. Equity Portfolio
. Growth Portfolio

. Templeton Variable Products Series Fund
. Templeton Asset Allocation
. Templeton International

. Van Kampen Life Investment Trust
. Strategic Stock Portfolio

You may also use AGL's guaranteed interest option. This option currently has
one Guarantee Period, with a guaranteed interest rate.

We have designed this Prospectus to provide you with information that you should
have before investing in the Contracts. Please read the Prospectus carefully
and keep it for future reference.

For additional information about the Contracts, you may request a copy of the
Statement of Additional Information (the "Statement"), dated [ ], 1999.
We have filed the Statement with the Securities and Exchange Commission ("SEC")
and have incorporated it by reference into this Prospectus. The "Table of
Contents" of the Statement appears at page 50 of this Prospectus. You may obtain
a free copy of the Statement if you write or call AGL's Annuity Administration
Department, in our Home Office, which is located at 2727-A Allen Parkway,
Houston, Texas 77019-2191. The telephone number is 1-800-360-4268. You may also
obtain the Statement through the SEC's Web site at http://www.sec.gov.

You should rely only on the information contained in this document or that we
have referred you to. We have not authorized anyone to provide you with
information that is different.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE. THE CONTRACTS ARE NOT AVAILABLE IN ALL STATES.

This prospectus is valid only if you also receive current prospectuses of the
AIM Variable Insurance Funds, Inc.; American General Series Portfolio Company;
Dreyfus Variable Investment Fund; Dreyfus Socially Responsible Growth Fund,
Inc.; MFS Variable Insurance Trust; Morgan Stanley Dean Witter Universal Funds,
Inc.; SAFECO Resource Series Trust; Templeton Variable Products Series Fund or
Van Kampen Life Investment Trust.

This Prospectus is dated [______________], 1999
<PAGE>

CONTENTS
<TABLE>

<S> <C>
Glossary................................................................................... 4
Fee Table.................................................................................. 7
Synopsis of Contract Provisions............................................................ 10
Minimum Investment Requirements....................................................... 10
Purchase Payment Accumulation......................................................... 10
Fixed and Variable Annuity Payments................................................... 11
Changes in Allocations among Divisions and Guarantee Periods.......................... 11
Surrenders and Withdrawals............................................................ 12
Cancellation Right.................................................................... 12
Death Proceeds........................................................................ 12
Limitations Imposed by Retirement Plans and Employers................................. 12
Communications to Us.................................................................. 13
Financial and Performance Information................................................. 13
Other Information..................................................................... 15
Financial Information...................................................................... 15
AGL........................................................................................ 15
Separate Account D......................................................................... 15
The Series................................................................................. 16
Voting Privileges..................................................................... 19
The Fixed Account.......................................................................... 19
Guarantee Period...................................................................... 20
Crediting Interest.................................................................... 20
New Guarantee Periods................................................................. 21
Contract Issuance and Purchase Payments.................................................... 21
Minimum Requirements.................................................................. 22
Payments.............................................................................. 22
Owner Account Value........................................................................ 22
Variable Account Value................................................................ 23
Fixed Account Value................................................................... 23
Transfer, Automatic Rebalancing, Surrender and Partial Withdrawal of Owner Account Value... 24
Transfers............................................................................. 24
Automatic Rebalancing................................................................. 25
Surrenders............................................................................ 25
Partial Withdrawals................................................................... 26
Annuity Period and Annuity Payment Options................................................. 27
Annuity Commencement Date............................................................. 27
Application of Owner Account Value.................................................... 27
Fixed and Variable Annuity Payments................................................... 27
Annuity Payment Options............................................................... 28
Election of Annuity Payment Option.................................................... 28
Available Annuity Payment Options..................................................... 29
Transfers............................................................................. 31
Death Proceeds............................................................................. 31
</TABLE>

2
<PAGE>

<TABLE>

<S> <C>
Death Proceeds Before the Annuity Commencement Date................................... 31
Death Proceeds After the Annuity Commencement Date.................................... 33
Proof of Death........................................................................ 33
Charges Under the Contracts................................................................ 34
Premium Taxes......................................................................... 34
Surrender Charge...................................................................... 34
Transfer Charges...................................................................... 36
Charge to the Separate Account........................................................ 36
Miscellaneous......................................................................... 37
Systematic Withdrawal Plan............................................................ 37
One-Time Reinstatement Privilege...................................................... 37
Reduction in Surrender Charges and Administrative Charges............................. 37
Long-Term Care and Terminal Illness........................................................ 38
Long-Term Care........................................................................ 38
Terminal Illness...................................................................... 38
Other Aspects of the Contracts............................................................. 38
Owners, Annuitants and Beneficiaries; Assignments..................................... 38
Reports............................................................................... 39
Rights Reserved by us................................................................. 39
Payment and Deferment................................................................. 40
Federal Income Tax Matters................................................................. 41
General............................................................................... 41
Non-Qualified Contracts............................................................... 41
Individual Retirement Annuities ("IRAs").............................................. 43
Roth IRAs............................................................................. 45
Simplified Employee Pension Plans..................................................... 45
Simple Retirement Accounts............................................................ 46
Other Qualified Plans................................................................. 46
Private Employer Unfunded Deferred Compensation Plans................................. 47
Federal Income Tax Withholding and Reporting.......................................... 48
Taxes Payable by AGL and the Separate Account......................................... 48
Distribution Arrangements.................................................................. 48
Services Agreements........................................................................ 49
Legal Matters.............................................................................. 49
Year 2000 Considerations................................................................... 49
Other Information on File.................................................................. 50
Contents of Statement of Additional Information............................................ 50
</TABLE>

3
<PAGE>

GLOSSARY

WE, OUR, AND US American General Life Insurance Company ("AGL").

YOU AND YOUR - a reader of this Prospectus who is contemplating making purchase
payments or taking any other action in connection with a Contract. This is
generally the Owner of a Contract.

ACCOUNT - Any of the Divisions or the Fixed Account.

ACCOUNT VALUE - the sum of your Fixed Account Value and your Variable Account
Value after deduction of any fees. We may subtract certain other charges from
your Account Value in the case of transfers or distributions of your Account
Value.

ACCUMULATION UNIT - a measuring unit used in calculating your interest in a
Division of Separate Account D prior to the Annuity Commencement Date.

ANNUITANT - the person named as Annuitant in the application for a Contract and
on whose life annuity payments may be based.

ANNUITY ADMINISTRATION DEPARTMENT - our annuity service center in our Home
Office to which you should direct all purchase payments, requests, instructions
and other communications. Our Annuity Administration Department is located at
2727-A Allen Parkway, Houston, Texas 77019-2191. The mailing address is P.O.
Box 1401, Houston, Texas 77251-1401.

ANNUITY COMMENCEMENT DATE - the date on which we begin making payments under an
Annuity Payment Option, unless you elect a single sum payment instead.

ANNUITY PAYMENT OPTION - one of the ways in which you can request us to make
annuity payments to you. An Annuity Payment Option will control the amount of
each payment, how often we make payments, and for how long we make payments.

ANNUITY PERIOD - the period of time during which we make annuity payments under
an Annuity Payment Option.

ANNUITY UNIT - a measuring unit used to calculate the amount of Variable Annuity
Payments.

BENEFICIARY - the person who will receive any proceeds due under a Contract
following the death of an Owner or an Annuitant.

CONTRACT - an individual annuity Contract offered by this Prospectus.

CONTRACT ANNIVERSARY - each anniversary of the date of issue of the Contract.

CONTRACT YEAR - each year beginning with the date of issue of the Contract.

CODE - the Internal Revenue Code of 1986, as amended.

CONTINGENT ANNUITANT - a person whom you designate under a Non-Qualified
Contract to become the Annuitant if the Annuitant dies before the Annuity
Commencement Date and the Contingent Annuitant is alive when the Annuitant dies.

4
<PAGE>

CONTINGENT BENEFICIARY - a person whom you designate to receive any proceeds due
under a Contract following the death of an Owner or an Annuitant, if the
Beneficiary has died but the Contingent Beneficiary is alive when the proceeds
become payable.

DIVISION - one of the several different investment options into which Separate
Account D is divided. Each Division invests in shares of a Series.

FIXED ACCOUNT - the name of the investment option that allows you to allocate
purchase payments to AGL's General Account.

FIXED ACCOUNT VALUE - the sum of your net purchase payments and tranfers in the
Fixed Account, plus accumulated interest, less any partial withdrawals and
transfers you make out of the Fixed Account.

FIXED ANNUITY PAYMENTS - annuity payments that are fixed in amount and do not
vary with the investment experience of any Division of Separate Account D.

GENERAL ACCOUNT - all assets of AGL other than those in Separate Account D or
any other legally segregated separate account established by AGL.

GUARANTEED INTEREST RATE - the rate of interest we credit during any Guarantee
Period, on an effective annual basis.

GUARANTEE PERIOD - the period for which we credit a Guaranteed Interest Rate.

HOME OFFICE - our office at the following address and phone number: American
General Life Insurance Company, Annuity Administration Department, 2727-A Allen
Parkway, Houston, TX 77019-2191; Mailing Address P.O. Box 1401, Houston, Texas
77251-1401; 1-800-200-3883 or 713-831-3505.

INVESTMENT COMPANY ACT OF 1940 ("1940 ACT") - a federal law governing the
operations of investment companies such as the Series and the Separate Account.

NON-QUALIFIED - not eligible for the kind of federal income tax treatment that
occurs with retirement plans allowed by Sections 401, 403, 408 or 408A of the
Code.

OWNER - the holder of record of a Contract, except that the employer or trustee
may be the Owner of the Contract in connection with a retirement plan.

QUALIFIED - eligible for the kind of federal income tax treatment that occurs
with retirement plans allowed by sections 401, 403, 408 or 408A of the Code.

SEPARATE ACCOUNT - the segregated asset account of AGL named Separate Account D
which receives and invests purchase payments under the Contracts.

SERIES - an individual portfolio of a mutual fund that you may choose for
investment under the Contracts. Currently, the Series are part of either the
AIM Variable Insurance Funds, Inc.; American General Series Portfolio Company
("AGSPC"); Dreyfus Variable Investment Fund; Dreyfus Socially Responsible Growth
Fund, Inc.; MFS Variable Insurance Trust; Morgan Stanley Dean Witter Universal
Funds, Inc.; SAFECO Resource Series Trust; Templeton Variable Products Series
Fund or Van Kampen Life Investment Trust.

5
<PAGE>

SURRENDER CHARGE - a charge for sales expenses that we may assess when you
surrender a Contract or receive payment of certain other amounts from a
Contract.

VALUATION DATE - a day when we are open for business. However, a day is not a
Valuation Date, if the Series in which a Division invests does not calculate the
value of its shares on that day.

VALUATION PERIOD - the period that starts at the close of regular trading on the
New York Stock Exchange on a Valuation Date and ends at the close of regular
trading on the Exchange on the next Valuation Date.

VARIABLE ACCOUNT VALUE - the sum of your account values in the Separate Account
Divisions. Your account value in a Separate Account Division equals the value
of a Division's Accumulation Unit multiplied by the number of Accumulation Units
you have in that Division.

VARIABLE ANNUITY PAYMENTS - annuity payments that vary in amount based on the
investment earnings and losses of one or more of the Divisions.

WRITTEN - signed, dated, and in a form satisfactory to us and received at our
Home Office. (See "Synopsis of Contract Provisions - Communications to us.")
You must use special forms your sales representative or we provide to elect an
Annuity Option or exercise your one-time reinstatement privilege.

6
<PAGE>

FEE TABLE

The purpose of this Fee Table is to assist you in understanding the various
costs and expenses that you will bear directly or indirectly under a Contract.
The table reflects expenses of the Separate Account and the Series. We may also
deduct amounts for state premium taxes or similar assessments, where applicable.

TRANSACTION CHARGES
- -------------------

Front-End Sales Charge Imposed on Purchases 0%
Maximum Surrender Charge/1/ 7%
(computed as a percentage of purchase payments surrendered)
Transfer Fee $ 0/2/

SEPARATE ACCOUNT ANNUAL EXPENSES (as a percentage of average daily Variable
Account Value)

Mortality and Expense Risk Charge 1.20%
Administrative Expense Charge 0.15%
-----
Total Separate Account Annual Expenses 1.35%
=====
- ---------------
/1/ This charge does not apply or is reduced under certain circumstances. See
"Surrender Charge."

/2/ The Company reserves the right to charge $25 for each transfer during the
Contract year prior to the Annuity Commencement Date.

7
<PAGE>

The Series' Annual Expenses/1,2/ (as a percentage of average net assets)

[TO BE PROVIDED BY AMENDMENT]

Series Management Other Annual Expenses
- ------ Fees After Expenses After
Expense After Expense Expense
Reimbursement Reimbursement Reimbursement
---------------- ------------- -------------
<S> <C> <C> <C>
AIM V.I. International Equity Fund
AIM V.I. Value Fund
AGSPC International Equities Fund
AGSPC MidCap Index Fund
AGSPC Money Market Fund
AGSPC Stock Index Fund
Dreyfus Quality Bond Portfolio
Dreyfus Small Cap Portfolio
Dreyfus Socially Responsible Growth Fund
MFS Emerging Growth Series
Morgan Stanley Dean Witter Equity Growth Portfolio
Morgan Stanley Dean Witter High Yield Portfolio
SAFECO Equity Portfolio
SAFECO Growth Portfolio
Templeton Asset Allocation
Templeton International
Van Kampen Strategic Stock Portfolio
</TABLE>
_____________________
/1/ Certain Series' advisers have entered into administrative services
agreements with AGL. The advisers pay fees to AGL for these services. The fees
do not have a direct relationship to the Series' Annual Expenses. (See "Services
Agreements.")

/2/ Management fees and other expenses would have been the percentages shown
in the following table without certain voluntary expense reimbursements from the
investment adviser.

<TABLE>
<CAPTION>
Total
Management Fees Other Expenses Annual Expenses
--------------- -------------- ---------------
<S> <C> <C> <C>
AIM V.I. International Equity Fund
AIM V.I. Value Fund
AGSPC International Equities Fund
AGSPC MidCap Index Fund
AGSPC Money Market Fund
AGSPC Stock Index Fund
Dreyfus Quality Bond Portfolio
Dreyfus Small Cap Portfolio
Dreyfus Socially Responsible Growth Fund
MFS Emerging Growth Series
Morgan Stanley Dean Witter Equity Growth Portfolio
Morgan Stanley Dean Witter High Yield Portfolio
SAFECO Equity Portfolio
SAFECO Growth Portfolio
Templeton Asset Allocation
Templeton International
Van Kampen Strategic Stock Portfolio
</TABLE>

Example: The following expenses would apply to a $1,000 investment at the end
of the applicable time

8
<PAGE>

period, if you surrender your Contract (or if you annuitize under circumstances
where you owe a Surrender Charge)/1/, and if you assume a 5% annual return on
assets:

[TO BE PROVIDED BY AMENDMENT]

If all amounts are invested
in one of the following Series 1 year 3 years 5 years 10 years
- ------------------------------ ------ ------- ------- --------
<S> <C> <C> <C> <C>
AIM V.I. International Equity Fund
AIM V.I. Value Fund
AGSPC International Equities Fund
AGSPC MidCap Index Fund
AGSPC Money Market Fund
AGSPC Stock Index Fund
Dreyfus Quality Bond Portfolio
Dreyfus Small Cap Portfolio
Dreyfus Socially Responsible Growth Fund
MFS Emerging Growth Series
Morgan Stanley Dean Witter Equity Growth Portfolio
Morgan Stanley Dean Witter High Yield Portfolio
SAFECO Equity Portfolio
SAFECO Growth Portfolio
Templeton Asset Allocation
Templeton International
Van Kampen Strategic Stock Portfolio

EXAMPLE The following expenses would apply to a $1,000 investment at the end of
the applicable time period, if you do NOT surrender your Contract (or if you
annuitize under circumstances where a Surrender Charge is not payable)/2/, and
if you assume a 5% annual return on assets:

/1/ See "Surrender Charge" for a description of the circumstances when you may
be required to pay the Surrender Charge upon annuitization.

THE EXAMPLES ARE NOT A REPRESENTATION OF PAST OR FUTURE EXPENSES. ACTUAL
EXPENSES MAY BE

9
<PAGE>

GREATER OR LESS THAN THOSE SHOWN. The assumed 5% annual rate of return is not an
estimate or a guarantee of future investment performance. The examples assume an
estimated average Account Value of $40,000 for each of the Divisions.

Platinum Investor Variable Annuity is a new variable annuity Contract.
Therefore, there is no Accumulation Unit data available.

SYNOPSIS OF CONTRACT PROVISIONS

You should read this synopsis together with the other information in this
Prospectus. The purpose of the Contracts is to provide retirement benefits
through

. the accumulation of purchase payments on a fixed or variable basis, and

. the application of such accumulations to provide Fixed or Variable
Annuity Payments.

MINIMUM INVESTMENT REQUIREMENTS

Your initial purchase payment must be at least $2,000, if you are buying a
Qualified Contract, and $5,000, if you are buying a Non-Qualified Contract.
(See "Federal Income Tax Matters" for a discussion of the various tax aspects
involved in purchasing Qualified and Non-Qualified Contracts.) The amount of any
subsequent purchase payment that you make must be at least $100. If your
Account Value falls below $500, we may cancel your Contract and treat it as a
full surrender. We also may transfer funds, without charge, from a Division
(other than the Money Market Division) or Guarantee Period under your Contract
to the Money Market Division, if the Account Value of that Division or Guarantee
Period falls below $500. (See "Contract Issuance and Purchase Payments.")

You have a right to examine your Contract for 10 days after it is issued.
During that time, you can cancel the Contract and return it to us for a refund.
There will be no Surrender Charge if you cancel your Contract. (See
"Cancellation Right" and "Surrender Charge.") In some states, the right to
cancel the Contract and return it to us is longer than 10 days.

There are some states that require us to refund an amount equal to your purchase
payments. In these states where we are required to refund an amount equal to
purchase payments, your initial purchase payment will be automatically allocated
to the Money Market Division. When your right to cancel the Contract expires,
we will allocate your Account Value to the Divisions you selected when you
purchased your Contract.

PURCHASE PAYMENT ACCUMULATION

Purchase payments will accumulate on a variable or fixed basis until the Annuity
Commencement Date.

10
<PAGE>

For variable accumulation, you may allocate part or all of your Account Value to
one or more of the 17 available Divisions of the Separate Account. Each
Division invests solely in shares of one of 17 corresponding Series. (See "The
Series.") The value of accumulated purchase payments allocated to a Division
increases or decreases, as the value of the investments in a Series' shares
increases or decreases, subject to reduction by charges and deductions. (See
"Variable Account Value.")

For fixed accumulation, you may allocate part or all of your Account Value to
one or more of the Guarantee Periods available in our Fixed Account at the time
you make your allocation. Each Guarantee Period is for a different period of
time and has a different Guaranteed Interest Rate. The value of accumulated
purchase payments increases at the Guaranteed Interest Rate applicable to that
Guarantee Period. (See "The Fixed Account.")

Over the lifetime of your Contract, you may allocate part or all of your Account
Value to no more than 18 Divisions and Guarantee Periods. This limit includes
those Divisions and Guarantee Periods from which you have either transferred or
withdrawn all of your Account Value previously allocated to such Divisions or
Guarantee Periods.

FIXED AND VARIABLE ANNUITY PAYMENTS

You may elect to receive Fixed or Variable Annuity Payments or a combination of
Fixed and Variable Annuity Payments beginning on the Annuity Commencement Date.
Fixed Annuity Payments are periodic payments from AGL in a fixed amount
guaranteed by AGL. The amount of the Payments will depend on the Annuity
Payment Option chosen, the age and, in some cases, the gender of the Annuitant,
and the total amount of Account Value applied to the fixed Annuity Payment
Option.

Variable Annuity Payments are similar to Fixed Annuity Payments, except that the
amount of each periodic payment from AGL will vary reflecting the net investment
return of the Division or Divisions you selected under your variable Annuity
Payment Option. The payment for a given month will exceed the previous month's
payment, if the net investment return for a given month exceeds the assumed
interest rate used in the Contract's annuity tables. The monthly payment will
be less than the previous payment, if the net investment return for a month is
less than the assumed interest rate. The assumed interest rate used in the
Contract's annuity tables is 3.5%. AGL may offer other forms of the Contract
with a lower assumed interest rate and reserves the right to discontinue the
offering of the higher interest rate form of Contract. (See "Annuity Period and
Annuity Payment Options.")

CHANGES IN ALLOCATIONS AMONG DIVISIONS AND GUARANTEE PERIODS

Before the Annuity Commencement Date, you may change your allocation of future
purchase payments to the various Divisions and Guarantee Periods, without
charge.

In addition, you may reallocate your Account Value among the Divisions and
Guarantee Periods before the Annuity Commencement Date. However, you are
limited in the amount that you may transfer out of a Guarantee Period. See
"Transfer, Automatic Rebalancing, Surrender and Partial Withdrawal of Owner
Account Value Transfers," for these and other conditions of transfer.

11
<PAGE>

After the Annuity Commencement Date, you may make transfers from a Division to
another Division or to a fixed Annuity Payment Option. However, you may not
make transfers from a fixed Annuity Payment Option. (See "Annuity Period and
Annuity Payment Options - Transfers.")

SURRENDERS AND WITHDRAWALS

You may make a total surrender of or partial withdrawal from your Contract at
any time prior to the Annuity Commencement Date by Written request to us. A
surrender or partial withdrawal may require you to pay a Surrender Charge, and
some surrenders and partial withdrawals may require you to pay tax penalties.
(See "Surrenders and Partial Withdrawals.")

CANCELLATION RIGHT

You may cancel your Contract by delivering it or mailing it with a Written
cancellation request to our Home Office or to your sales representative, before
the close of business on the 10th day after you receive the Contract. If you
send the items by mail, properly addressed and postage prepaid, we will consider
them received at our Home Office on the date we actually receive them.

We will refund to you, in most states, the sum of:

. your Account Value, and

. any premium taxes and Annual Contract Fee that have been deducted.

Some states require us to refund the sum of your purchase payments if it is
larger than the amount just described. Other states allow us to refund only the
sum of your purchase payments.

If your initial purchase payment was automatically allocated to the Money Market
Division, we will redeem your Account Value from the Money Market Division and
refund to you an amount equal to your purchase payments.

DEATH PROCEEDS

If the Annuitant or Owner dies before the Annuity Commencement Date, we will pay
a benefit to the Beneficiary. (See "Death Proceeds Prior to the Annuity
Commencement Date.")

LIMITATIONS IMPOSED BY RETIREMENT PLANS AND EMPLOYERS

An employer or trustee who is the Owner under a retirement plan may limit
certain rights you would otherwise have under a Contract. These limitations may
restrict total and partial withdrawals, the amount or timing of purchase
payments, the start of annuity payments, and the type of Annuity Payment Options
that you may select. You should familiarize yourself with the provisions of any
retirement plan in which a Contract is used. We are not responsible for
monitoring or assuring compliance with the provisions of any retirement plan.

12
<PAGE>

COMMUNICATIONS TO US

You should include, in communications to us, your Contract number, your name,
and, if different, the Annuitant's name. You may direct communications to the
addresses and phone numbers on the first page of this Prospectus.

Unless the Prospectus states differently, we will consider purchase payments or
other communications to be received at our Home Office on the date we actually
receive them, if they are in proper form. However, we will consider purchase
payments to be received on the next Valuation Date if we receive them (1) after
the close of regular trading on the New York Stock Exchange or (2) on a date
that is not a Valuation Date.

FINANCIAL AND PERFORMANCE INFORMATION

From time to time, the Separate Account may include in advertisements and other
sales materials several types of performance information for the Divisions.
This information may include "average annual total return," "total return," and
"cumulative total return." The [ ] Division, the [ ]
Division, and the [ ] Division may also advertise
"yield." The AGSPC Money Market Division may advertise "yield" and "effective
yield."

The performance information that we may present is not an estimate or guarantee
of future investment performance and does not represent the actual investment
experience of amounts invested by a particular Owner. Additional information
concerning a Division's performance appears in the Statement.

Total Return and Yield Quotations. Average annual total return, total return,
and cumulative total return figures measure the net income of a Division and any
realized or unrealized gains or losses of the underlying investments in the
Division, over the period stated. Average annual total return figures are
annualized and, therefore, represent the average annual percentage change in the
value of an investment in a Division over the period stated. Total return
figures are also annualized, but do not, as described below, reflect deduction
of any applicable Surrender Charge. Cumulative total return figures represent
the cumulative change in value of an investment in a Division for various
periods stated.

Yield is a measure of the net dividend and interest income earned over a
specific one-month or 30-day period (seven-day period for the Money Market
Division), expressed as a percentage of the value of the Division's Accumulation
Units. Yield is an annualized figure, which means that we assume that the
Division generates the same level of net income over a one-year period and
compound that income on a semi-annual basis. We calculate the effective yield
for the Money Market Division similarly, but include the increase due to assumed
compounding. The Money Market Division's effective yield will be slightly
higher than its yield due to this compounding effect.

Average annual total return figures reflect deduction of all recurring charges
and fees applicable under the Contract to all Owner accounts, including the
following:

. the Mortality and Expense Risk Charge,

13
<PAGE>

. the Administrative Expense Charge,

. the applicable Surrender Charge that may be charged at the end of the period
in question.

Yield, effective yield, total return, and cumulative total return figures do not
reflect deduction of any Surrender Charge that we may impose upon partial
withdrawal, and thus may be higher than if such charge were deducted.

Division Performance. The investment performance for each Division that invests
in a corresponding Series will reflect the investment performance of that Series
for the periods stated. This information appears in the Statement. For periods
before the date the Contracts became available, we calculate the performance
information for a Division on a hypothetical basis. In so doing, we reflect
deductions of current Separate Account fees and charges under the Contract from
the historical performance of the corresponding Series. We may waive or
reimburse certain fees or charges applicable to the Contract. Such waivers or
reimbursements will affect each Division's performance results.

Information about the investment experience of the Series of the Funds appears
in the prospectuses of the Fund.

AGL may also advertise or report to Owners its ratings as an insurance company
by the A. M. Best Company. Each year, A. M. Best reviews the financial status
of thousands of insurers, culminating in the assignment of Best's Ratings.
These ratings reflect A.M. Best's current opinion of the relative financial
strength and operating performance of an insurance company in comparison to the
norms of the life/health industry. Best's Ratings range from A++ to F.

AGL may also advertise or report to Owners its ratings as to claims-paying
ability by the Standard & Poor's Corporation. A Standard & Poor's insurance
claims-paying ability rating is an assessment of an operating insurance
company's financial capacity to meet the obligations of its insurance policies
in accordance with their terms. Standard & Poor's ratings range from AAA to D.

AGL may additionally advertise its ratings as to claims-paying ability by the
Duff & Phelps Credit Rating Co. A Duff & Phelps claims paying ability rating is
an assessment of a company's insurance claims-paying ability. Duff & Phelps
ratings range from AAA to CCC.

Current ratings from A.M. Best, Standard & Poor's, and Duff & Phelps may be used
from time to time in any advertising about the Contracts, as well as in any
reports that publish the ratings.

The ratings from A.M. Best, Standard & Poors, and Duff & Phelps Credit Rating
Co. reflect the claims paying ability and financial strength of AGL. THEY ARE
NOT A RATING OF INVESTMENT PERFORMANCE THAT PURCHASERS OF INSURANCE PRODUCTS
FUNDED THROUGH SEPARATE ACCOUNTS, SUCH AS THE SEPARATE ACCOUNT, HAVE EXPERIENCED
OR ARE LIKELY TO EXPERIENCE IN THE FUTURE.

14
<PAGE>

OTHER INFORMATION

AGL may also advertise endorsements from organizations, individuals or other
parties that recommend AGL or the Contracts. AGL may occasionally include in
advertisements (1) comparisons of currently taxable and tax-deferred investment
programs, based on selected tax brackets, or (2) discussions of alternative
investment vehicles and general economic conditions.

FINANCIAL INFORMATION

The financial statements of AGL appear in the Statement. Please see the first
page of this Prospectus for information on how to obtain a copy of the
Statement. You should consider the financial statements of AGL only as bearing
on the ability of AGL to meet its contractual obligations under the Contracts.
The financial statements do not bear on the investment performance of the
Separate Account. (See "Contents of Statement of Additional Information.")

AGL

AGL is a stock life insurance company, which was organized under the laws of the
State of Texas which is a successor in interest to a company originally
organized under the laws of Delaware in 1917. AGL is an indirect, wholly-owned
subsidiary of American General Corporation, a diversified financial services
holding company engaged primarily in the insurance business. The commitments
under the Contracts are AGL's, and American General Corporation has no legal
obligation to back those commitments.

SEPARATE ACCOUNT D

AGL established the Separate Account D on November 19, 1973. The Separate
Account is registered with the Securities and Exchange Commission as a unit
investment trust under the 1940 Act.

Each Division of the Separate Account is part of AGL's general business, and the
assets of the Separate Account belong to AGL. Under Texas law and the terms of
the Contracts, the assets of the Separate Account will not be chargeable with
liabilities arising out of any other business that AGL may conduct. These assets
will be held exclusively to meet AGL's obligations under variable annuity
Contracts. Furthermore, AGL credits or charges the Separate Account with the
income, gains, and losses from the Separate Account's assets, whether or not
realized, without regard to other income, gains, or losses of AGL.

15
<PAGE>

THE SERIES

The Separate Account has 17 Divisions funding the variable benefits under the
Contracts. These Divisions invest in shares of nine separate Series of mutual
funds.

The funds offer shares of their Series without sales charges, exclusively to
insurance company variable annuity and variable life insurance separate accounts
and not directly to the public. The funds, other than American General Series
Portfolio Company, also offer shares to variable annuity and variable life
insurance separate accounts of insurers that are not affiliated with AGL.

We do not foresee any disadvantage to you arising out of these arrangements.
Nevertheless, differences in treatment under tax and other laws, as well as
other considerations, could cause the interests of various owners to conflict.

For example, violation of the federal tax laws by one separate account investing
in the mutual funds could cause the Contracts funded through another separate
account to lose their tax deferred status. Such a result might require us to
take remedial action. A separate account may have to withdraw its participation
in the fund, if a material irreconcilable conflict arises between separate
accounts. In such event, the fund may have to liquidate portfolio securities at
a loss to pay for a separate account's redemption of fund shares. At the same
time, the fund's Board of Directors and we will monitor events for any material
irreconcilable conflicts that may possibly arise and determine what action, if
any, to take to remedy or eliminate the conflict.

We automatically reinvest any dividends or capital gain distribution amounts
that we receive on shares of the Series held under Contracts. We reinvest at
the Series' net asset value on the date payable. Dividends and capital gain
distribution amounts will reduce the net asset value of each share of the
corresponding Series and increase the number of shares outstanding of the Series
by an equivalent value. However, these dividends and capital gain distribution
amounts do not change your Account Value.

The chart below indicates the names of the Series in which the Divisions invest,
as well as the investment objectives, investment adviser and sub-adviser for
each Series.

16
<PAGE>

<TABLE>
<CAPTION>
SERIES INVESTMENT INVESTMENT ADVISER INVESTMENT
OBJECTIVES SUB-ADVISER
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
AIM V.I. International Equity Fund Long term capital AIM Advisors, Inc. Not Applicable
growth from a
diversified portfolio
of international
securities
- -------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Value Fund Long term capital AIM Advisors, Inc. Not Applicable
growth from undervalued
equity securities
- -------------------------------------------------------------------------------------------------------------------------------
AGSPC Long term growth of Variable Annuity Life Not Applicable
International Equities Series capital in equity Insurance Company
securities closely
corresponding to the
Morgan Stanley Dean Witter
Capital International
EAFE Index/1/
- -------------------------------------------------------------------------------------------------------------------------------
AGSPC MidCap Growth of capital Variable Annuity Life Bankers Trust Company
Index Fund through investment in Insurance Company
common stocks
corresponding to the
S&P MidCap 400/2/
- -------------------------------------------------------------------------------------------------------------------------------
AGSPC Money Liquidity and Variable Annuity Life Not Applicable
Market Fund protection of capital Insurance Company
with current income in
short term money market
instruments
- -------------------------------------------------------------------------------------------------------------------------------
AGSPC Stock Long term capital Variable Annuity Life
Index Fund growth from investment Insurance Company Bankers Trust Company
in common stock
expected to closely
resemble the S&P 500
Index/3/
- -------------------------------------------------------------------------------------------------------------------------------
Dreyfus Quality Bond Maximum current income Dreyfus Corporation Not Applicable
Portfolio consistent with
preservation of capital
and liquidity
- -------------------------------------------------------------------------------------------------------------------------------
Dreyfus Small Cap Maximum capital Dreyfus Corporation Not Applicable
Portfolio appreciation
- -------------------------------------------------------------------------------------------------------------------------------
Dreyfus Socially Capital growth through Dreyfus Corporation NCM Capital Management
Responsible Growth Fund, Inc. equity investment in Group, Inc.
socially responsible
companies
- -------------------------------------------------------------------------------------------------------------------------------
MFS Emerging Growth Long term growth of Massachusetts Financial Not Applicable
Series capital Services Company
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
/1/ Morgan Stanley Dean Witter Capital International EAFE Index tracks the
performance of about 1,000 common stocks of companies in 20 foreign countries.
This index provides a measure of the performance of companies in the more
developed countries in Europe, Australia and the Far East. All indices are
unmanaged.

/2/ S&P MidCap 400 Index tracks the common stock performance of 400 medium
capitalized U.S. and foreign companies that are in the manufacturing, utilities,
transportation, and financial industries. Medium capitalization means the
market value of these companies' stock is around $600 million. All indices are
unmanaged.

/3/ S&P 500 Index tracks the common stock performance of large U.S. companies in
major U.S. industry sectors. It also tracks the performance of common stocks by
foreign and smaller U.S. companies in similar industries. In total, this index
tracks 500 common stocks. All indices are unmanaged.

17
<PAGE>

BEFORE SELECTING ANY DIVISION, YOU SHOULD CAREFULLY READ THE PROSPECTUS FOR EACH
MUTUAL FUND. THE PROSPECTUSES PROVIDE MORE COMPLETE INFORMATION ABOUT THE
SERIES OF THE FUNDS IN WHICH THE DIVISIONS INVEST, INCLUDING INVESTMENT
OBJECTIVES AND POLICIES, CHARGES AND EXPENSES.

YOU CAN FIND INFORMATION ABOUT THE INVESTMENT PERFORMANCE OF THE SERIES OF THE
FUNDS IN THE STATEMENT. YOU CAN FIND INFORMATION ABOUT THE EXPERIENCE OF THE
INVESTMENT ADVISERS TO THE SERIES OF THE FUNDS IN THE PROSPECTUSES FOR THE FUND.
YOU MAY OBTAIN ADDITIONAL COPIES OF THE PROSPECTUSES BY CONTACTING AGL'S HOME
OFFICE AT THE ADDRESSES AND PHONE NUMBERS ON THE FIRST PAGE OF THIS PROSPECTUS.
WHEN MAKING YOUR REQUEST, PLEASE INDICATE THE NAMES OF THE SERIES IN WHICH YOU
ARE INTERESTED.

High yielding fixed-income securities, such as those in which the [ ]
invests, are subject to greater market fluctuations and risk of loss of income
and principal than investments in lower yielding fixed-income securities. You
should carefully read about this Series in the prospectus and related statement
of additional information and consider your ability to assume the risks of
making an investment in the corresponding Division.

18
<PAGE>

VOTING PRIVILEGES

The following people may give us voting instructions for Series shares held in
the Separate Account Divisions attributable to their Contract:

. You, as the Owner, prior to the Annuity Commencement Date, and

. The Annuitant or other payee, during the Annuity Period.

We will vote according to your instructions at meetings of shareholders of the
Series.

We will determine who is entitled to give voting instructions and the number of
votes for which they may give directions as of the record date for a meeting.
We will calculate the number of votes in fractions. We will calculate the
number of votes for any Series as follows:

. For each Owner prior to the Annuity Commencement Date, we will divide (1)
the Owner's Variable Account Value invested in the corresponding Division
by (2) the net asset value of one share of that Series.

. For each Annuitant or payee during the Annuity Period, we will divide (1)
our liability for future Variable Annuity Payments to the Annuitant or
payee by (2) the value of an Annuity Unit. We will calculate our liability
for future Variable Annuity Payments based on the mortality assumptions and
the assumed interest rate that we use in determining the number of Annuity
Units under a Contract and the value of an Annuity Unit.

We will vote all shares of each Series owned by the Separate Account as follows:

. Shares for which we receive instructions, in accordance with those
instructions, and

. Shares for which we receive no instructions, in the same proportion as the
shares for which we receive instructions.

Shares of each Series may be owned by separate accounts of insurance companies
other than us. We understand that each Series will see that all insurance
companies vote shares uniformly.

We believe that our voting instruction procedures comply with current federal
securities law requirements. However, we reserve the right to modify these
procedures to conform with legal requirements and interpretations that are put
in effect or modified from time to time.

THE FIXED ACCOUNT

AMOUNTS IN THE FIXED ACCOUNT OR SUPPORTING FIXED ANNUITY PAYMENTS BECOME PART OF
OUR GENERAL ACCOUNT. WE HAVE NOT REGISTERED INTERESTS IN THE GENERAL ACCOUNT
UNDER THE SECURITIES ACT OF 1933, AND WE HAVE NOT REGISTERED THE GENERAL ACCOUNT
AS AN INVESTMENT COMPANY UNDER THE 1940 ACT, BASED ON FEDERAL LAW EXCLUSION AND
EXEMPTION. THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION HAS ADVISED US
THAT IT HAS NOT REVIEWED THE DISCLOSURES IN THIS PROSPECTUS THAT RELATE TO THE
FIXED ACCOUNT OR FIXED ANNUITY PAYMENTS. AT THE SAME TIME, WE HAVE LEGAL
RESPONSIBILITY FOR THE ACCURACY AND COMPLETENESS OF THIS PROSPECTUS.

The Fixed Account is not available under the Contracts purchased in Oregon.

19
<PAGE>

Our obligations for the Fixed Account are legal obligations of AGL. Our General
Account assets support these obligations. These General Account assets also
support our obligations under other insurance and annuity contracts.
Investments purchased with amounts allocated to the Fixed Account are the
property of AGL. Owners have no legal rights in such investments.

GUARANTEE PERIODS

Account Value that the Owner allocates to the Fixed Account earns a Guaranteed
Interest Rate beginning with the date of the allocation. This Guaranteed
Interest Rate continues for the number of months or years that the Owner selects
from among the Guarantee Periods that we then offer.

At the end of a Guarantee Period, we will allocate your Account Value in that
Guarantee Period, including interest you have earned, to a new Guarantee Period
of the same length. In the alternative, the Owner may submit a Written request
to us to allocate this amount to a different Guarantee Period or Periods or to
one or more of the Divisions of the Separate Account. We must receive this
Written request at least three business days before the end of the Guarantee
Period.

We will contact the Owner regarding the scheduled Annuity Commencement Date, if
the Owner has not provided the necessary Written request and the renewed
Guarantee Period extends beyond the scheduled Annuity Commencement Date. If the
Owner elects to annuitize in this case, we will, under certain circumstances,
waive the Surrender Charge. (See "Annuity Payment Options" and "Surrender
Charge.")

The first day of the new Guarantee Period (or other reallocation) will be the
day after the end of the prior Guarantee Period. We will notify the Owner in
writing at least 15 days and not more than 45 days prior to the end of any
Guarantee Period.

If the Owner's Account Value in a Guarantee Period is less than $500, we reserve
the right to transfer, without charge, the balance to the Money Market Division
at the end of that Guarantee Period. However, we will transfer such balance to
another Division selected by the Owner, if we have received Written instructions
to transfer such balance to that Division.

CREDITING INTEREST

We declare the Guaranteed Interest Rates from time to time as market conditions
dictate. We tell an Owner the Guaranteed Interest Rate for a chosen Guarantee
Period at the time we receive a purchase payment, make a transfer, or renew a
Guarantee Period. We may credit a different interest rate to one Guarantee
Period than to another Guarantee Period that is the same length but that began
on a different date. The minimum Guaranteed Interest Rate is an effective
annual rate of 3%.

Proceeds from an exchange, rollover or transfer will accrue interest, if you
allocate them to the Fixed Account within 60 days following the date of
application for a Contract. We will credit interest to such proceeds during the
Guarantee Period chosen. We will calculate interest at a rate that is the
higher of: (1) the current interest rate we use on the date of application for
the Guarantee Period selected; or (2) the current interest rate we use on the
date we receive the proceeds. Proceeds that we receive more than 60 days after
the date the application is signed will receive interest at the rate in effect
on the date we receive the proceeds. The interest rate we use will remain in
effect for the duration of the applicable Guarantee Period.

20
<PAGE>

AGL's management makes the final determination of the Guaranteed Interest Rates
to be declared. AGL cannot predict or assure the level of any future Guaranteed
Interest Rates in excess of the minimum Guaranteed Interest Rate stated in your
Contract.

You may obtain information concerning the Guaranteed Interest Rates applicable
to the various Guarantee Periods at any time from your sales representative or
from the addresses or telephone numbers on the first page of this Prospectus.

NEW GUARANTEE PERIODS

Each allocation or transfer of an amount to a Guarantee Period starts the
running of a new Guarantee Period for that amount. That new Guarantee Period
will earn a Guaranteed Interest Rate that will continue unchanged until the end
of that Period. The Guaranteed Interest Rate will never be less than the
minimum Guaranteed Interest Rate stated in your Contract.

Each Guarantee Period has its own Guaranteed Interest Rate. Guarantee Periods
can have different Guaranteed Interest Rates. We have the right to change the
Guaranteed Interest Rate for future Guarantee Periods of various lengths. These
changes will not affect the Guaranteed Interest Rates being paid on Guarantee
Periods that have already started. Each allocation or transfer of an amount to
a Guarantee Period starts the running of a new Guarantee Period for the amount
allocated or transferred. That amount earns a Guaranteed Interest Rate that
will continue unchanged until the end of that Period. The Guaranteed Interest
Rate will never be less than the minimum Guaranteed Interest Rate stated in your
Contract. One or more Guarantee Periods may be offered with a required dollar
cost averaging feature. Currently, we make available a one-year Guarantee
Period and no others. However, we reserve the right to change the Guarantee
Periods that we make available at any time, except that we will always make
available a one-year Guarantee Period.

CONTRACT ISSUANCE AND PURCHASE PAYMENTS

The minimum initial purchase payment is $2,000 for a Qualified Contract and
$5,000 for a Non-Qualified Contract. The minimum subsequent purchase payment is
$100. We reserve the right to modify these minimums at our discretion.

You must complete a Written application to purchase a Contract. AGL and
American General Securities Incorporated as distributor of the Contracts, may
agree on a different medium or format for the application. When a purchase
payment accompanies a properly completed application, we will either:

. process the application, credit the purchase payment, and issue the
Contract, or

. reject the application and return the purchase payment within two Valuation
Dates after receipt of the application at our Home Office.

If we have not received a correctly completed application within five Valuation
Dates after receipt of the purchase payment at our Home Office, we will return
the purchase payment immediately. However, you may specifically consent to our
retaining the purchase payment until you complete the application. In that
case, we will credit the initial purchase payment as of the end of the Valuation
Period in which we receive, at our Home Office, the last information required to
process the application.

21
<PAGE>

We will credit subsequent purchase payments as of the end of the Valuation
Period in which we receive them and any required Written information at our Home
Office.

We reserve the right to reject any application or purchase payment for any
reason.

MINIMUM REQUIREMENTS

If your Account Value in any Division falls below $500 because of a partial
withdrawal from the Contract, we reserve the right to transfer, without charge,
the remaining balance to the Money Market Division.

If your Account Value in any Division falls below $500 because of a transfer to
another Division or to the Fixed Account, we reserve the right to transfer the
remaining balance in that Division, without charge and pro rata, to the
investment option or options to which the transfer was made.

We will waive these minimum requirements for transfers under the automatic
rebalancing program. (See "Automatic Rebalancing.")

If your total Account Value falls below $500, we may cancel the Contract. We
consider such a cancellation a full surrender of the Contract. We will provide
you with 60 days advance notice of any such cancellation.

So long as the Account Value does not fall below $500, you do not have to make
further purchase payments. You may, however, elect to make subsequent purchase
payments at any time prior to the Annuity Commencement Date, if the Owner and
Annuitant are still living.

PAYMENTS

You should make checks for subsequent purchase payments payable to American
General Life Insurance Company and forward them directly to our Home Office. We
also accept purchase payments by wire or by exchange from another insurance
company. You may obtain further information about how to make purchase payments
by either of these methods from your sales representative or from us at the
addresses and telephone numbers on the first page of this Prospectus.

You may make purchase payments pursuant to employer sponsored plans only with
our agreement.

Your purchase payments are allocated to the Divisions of the Separate Account or
the Guarantee Periods of the Fixed Account as of the date we credit the purchase
payments to your Contract. In your application form, you select (in whole
percentages) the amount of each purchase payment that you are allocating to each
Division and Guarantee Period. You can change these allocation percentages at
any time by Written notice to us.

OWNER ACCOUNT VALUE

Before the Annuity Commencement Date, your Account Value under a Contract is the
sum of your Variable Account Value and Fixed Account Value, as discussed below.

22
<PAGE>

VARIABLE ACCOUNT VALUE

As of any Valuation Date before the Annuity Commencement Date--

. Your Variable Account Value is the sum of your Variable Account Values in
each Division of the Separate Account.

. Your Variable Account Value in a Division is the product of the number of
your Accumulation Units in that Division multiplied by the value of one such
Accumulation Unit as of that Valuation Date.

There is no guaranteed minimum Variable Account Value. To the extent that your
Account Value is allocated to the Separate Account, you bear the entire
investment risk.

We credit Accumulation Units in a Division to you when you allocate purchase
payments or transfer amounts to that Division. Similarly, we redeem
Accumulation Units when you transfer or withdraw amounts from a Division or when
we pay certain charges under the Contract. We determine the value of these
Accumulation Units at the end of the Valuation Date on which we make the credit
or charge. The value of an Accumulation Unit for a Division on any Valuation
Date is equal to the previous value of that Division's Accumulation Unit
multiplied by that Division's net investment factor for the Valuation Period
ending on that Valuation Date.

The net investment factor for a Division is determined by dividing (1) the net
asset value per share of the Series shares held by the Division, determined at
the end of the current Valuation Period, plus the per share amount of any
dividend or capital gains distribution made for the Series shares held by the
Division during the current Valuation Period, by (2) the net asset value per
share of the Series shares held in the Division determined at the end of the
previous Valuation Period. We then subtract from that result a factor
representing the mortality risk, expense risk and administrative expense charge.

FIXED ACCOUNT VALUE

As of any Valuation Date before the Annuity Commencement Date--

. Your Fixed Account Value is the sum of your Fixed Account Value in each
Guarantee Period.

. Your Fixed Account Value in any Guarantee Period is equal to the following
amounts, in each case increased by accrued interest at the applicable
Guaranteed Interest Rate: (1) the amount of net purchase payments, renewals
and transferred amounts allocated to the Guarantee Period, less (2) the
amount of any transfers or withdrawals out of the Guarantee Period,
including withdrawals to pay applicable charges.

AGL guarantees the Fixed Account Value. Therefore, AGL bears the investment
risk for amounts allocated to the Fixed Account, except to the extent that AGL
may vary the Guaranteed Interest Rate for future Guarantee Periods (subject to
the minimum Guaranteed Interest Rate stated in your Contract).

23
<PAGE>

TRANSFER, AUTOMATIC REBALANCING, SURRENDER AND PARTIAL
WITHDRAWAL OF OWNER ACCOUNT VALUE

TRANSFERS

You can transfer your Account Value beginning 30 days after we issue your
Contract and before the Annuity Commencement Date. The following rules apply:

. You may transfer your Account Value at any time among the available
Divisions of the Separate Account and Guarantee Periods. Transfers will be
effective at the end of the Valuation Period in which we receive your
Written transfer request.

. If a transfer causes your Account Value in any Division or Guarantee Period
to fall below $500, we reserve the right to transfer the remaining balance
in that Division or Guarantee Period in the same proportions as the transfer
request.

. Prior to the Annuity Commencement Date and after the first 30 days following
the date the Contract was issued, you may make up to 12 transfers each
Contract Year without charge, but additional transfers will be subject to a
$25 charge.

. You may transfer no more than 25% of the Account Value you allocated to a
Guarantee Period at its inception during any Contract Year. This 25%
limitation does not apply to transfers (1) within 15 days before or after
the end of the Guarantee Period in which you held the transferred amounts,
or (2) a renewal at the end of the Guarantee Period to the same Guarantee
Period.

. We reserve the right to defer any transfer from the Fixed Account to any
Division for up to 6 months.

You may establish an automatic transfer plan. (We also refer to this plan as a
dollar cost averaging plan.) The rules about transfers, which we describe above,
will apply to this plan. Under this plan, we will automatically transfer
amounts from the Money Market Division or the one-year Guarantee Period (or any
other Guarantee Period that is available at that time) to one or more other
Divisions. You will select--

. the amount we are to transfer under the plan;

. the frequency of the transfers--either monthly, quarterly, semi-annually, or
annually; and

. the duration of the plan.

We may also offer certain "special automatic transfer plans" to Owners who make
new purchase payments. Under such plans, we will make equal monthly transfers
over a period of time that we will determine. We may offer a higher Guaranteed
Interest Rate under such a special automatic transfer plan than we would offer
for another Guarantee Period of the same duration that is not offered under such
a plan. Any such higher interest rate will reflect differences in costs or
services and will not be unfairly discriminatory as to any person.

24
<PAGE>

Differences in costs or services will result from such factors as reduced sales
expenses or administrative efficiencies related to transferring amounts to other
Divisions on an automatic, rather than a discretionary, basis.

Transfers under any automatic transfer plan will--

. not incur a charge,

. not be subject to the 25% limitation on transfers from a Guarantee Period,
and

. not be subject to the minimum Account Value requirement described above.

You may obtain additional information about how to establish an automatic
transfer plan from your sales representative or from us at the telephone numbers
and addresses on the first page of this Prospectus. You cannot have an
automatic transfer plan in effect at the same time as Automatic Rebalancing,
described below, is in effect.

We have not designed the Contracts for professional market timing organizations
or other entities using programmed and frequent transfers. We may not
unilaterally terminate or discontinue transfer privileges. However, we reserve
the right to suspend such privileges for a reasonable period.

AUTOMATIC REBALANCING

You may arrange for Automatic Rebalancing among the Divisions, if your Contract
has an Account Value of $25,000 or more at the time we receive the application
for Automatic Rebalancing. You may apply for Automatic Rebalancing either at
issue or after issue, and you may subsequently discontinue it.

Under Automatic Rebalancing, we transfer funds among the Separate Account
Divisions to maintain the percentage allocation you have selected for each
Division. At your election, we will make these transfers on a quarterly, semi-
annual or annual basis, measured from the Contract Anniversary date. A Contract
Anniversary date that falls on the 29th, 30th, or 31st of the month will result
in Automatic Rebalancing starting with the 1st of the next month.

Automatic Rebalancing does not permit transfers to or from any Guarantee Period.
You cannot have Automatic Rebalancing in effect at the same time as an automatic
transfer plan is in effect.

SURRENDERS

At any time before the Annuity Commencement Date and while the Annuitant is
still living, the Owner may make a full surrender from a Contract, or make a
partial withdrawal from a Contract.

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We will pay you the following upon full surrender:

. your Account Value at the end of the Valuation Period in which we receive a
Written surrender request,

. minus any applicable Surrender Charge,

. minus any applicable premium tax.

Our current practice is to require that you return the Contract to Our Home
Office with any request for a full surrender.

After a full surrender, or if the Owner's Account Value falls to zero, all
rights of the Owner, Annuitant or any other person under the Contract will
terminate. The Owner will, however have a right to reinvest the proceeds of the
Contract. (See "One-Time Reinstatement Privilege.")

All collateral assignees of record must consent to any full surrender.

PARTIAL WITHDRAWALS

Your Written request for a partial withdrawal should specify the Divisions of
the Separate Account, or the Guarantee Periods of the Fixed Account, from which
you wish to make the partial withdrawal. We will take the withdrawal pro rata
from the Divisions and Guarantee Periods, if (1) you do not tell us how to make
the withdrawal, or (2) we cannot make the withdrawal as you requested.

Partial withdrawal requests must be for at least $100 or, if less, all of your
Account Value. If your remaining Account Value in a Division or Guarantee
Period would be less than $500 as a result of the withdrawal (except for the
Money Market Division), we reserve the right to transfer the remaining balance
to the Money Market Division. We will do this without charge.

We will always pay you the amount of your partial withdrawal request not to
exceed the surrender value of your Contract. Therefore, the value of your
Accumulation Units and Fixed Account interests that we redeem will equal the
amount of the withdrawal request, plus any applicable Surrender Charge and
premium tax. You can also tell us to take Surrender Charges and premium tax
from the amount you want withdrawn.

We also make available a systematic withdrawal plan. Under this plan, you may
make automatic partial withdrawals in amounts and at periodic intervals that you
specify. The terms and conditions that apply to other partial withdrawals will
also apply to this plan. You may obtain additional information about how to
establish a systematic withdrawal plan from your sales representative or from us
at the addresses and telephone numbers on the first page of this Prospectus. We
reserve the right to modify or terminate the systematic withdrawal plan at any
time.

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The Code imposes a penalty tax on certain premature surrenders or withdrawals.
See the "Federal Income Tax Matters" section for a discussion of this and other
tax implications of total surrenders and systematic and other partial
withdrawals. The Section also discusses tax withholding requirements. All
collateral assignees of record must consent to any partial withdrawal.

ANNUITY PERIOD AND ANNUITY PAYMENT OPTIONS

ANNUITY COMMENCEMENT DATE

The Annuity Commencement Date may be any day of any month between the
Annuitant's 50th and 100th birthday. You may select the Annuity Commencement
Date in the Contract application. You may also change a previously selected
date any time before that date by submitting a Written request, subject to our
approval. (Pennsylvania has special limitations which may require the Annuity
Commencement Date to be as early as age 85 but in no event beyond age 90.)

See "Federal Income Tax Matters" for a discussion of the penalties that may
result from distributions prior to the Annuitant's reaching age 59 1/2 under any
Contract or after April 1 of the year following the calendar year in which the
Annuitant reaches age 70 1/2 under certain Qualified Contracts.

APPLICATION OF OWNER ACCOUNT VALUE

We will automatically apply your Variable Account Value in any Division to
provide Variable Annuity Payments based on that Division and your Fixed Account
Value to provide Fixed Annuity Payments. However, we will apply your Account
Value in different proportions, if you give us Written instructions at least 30
days before the Annuity Commencement Date.

We deduct any applicable state and local premium taxes from the amount of
Account Value that we apply to an Annuity Payment Option. In some cases, we may
deduct a Surrender Charge from the amount we apply. (See "Surrender Charge.")
Subject to any such adjustments, we apply your Variable and Fixed Account Values
to an Annuity Payment Option, as discussed below, as of the end of the Valuation
Period that contains the 10th day before the Annuity Commencement Date.

FIXED AND VARIABLE ANNUITY PAYMENTS

We will determine your first monthly Fixed or Variable Annuity Payment using the
annuity tables in the Contract and the amount of your Account Value that is
applied to provide the Fixed or Variable Annuity Payments.

We determine the amount of each monthly Fixed Annuity Payment thereafter based
on the terms of the Annuity Payment Option selected.

We determine the amount of each monthly Variable Annuity Payment thereafter as
follows:

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. We convert the Account Value that we apply to provide Variable Annuity
Payments to a number of Annuity Units. We do this by dividing the amount of
the first Variable Annuity Payment by the value of an Annuity Unit of a
Division as of the end of the Valuation Period that includes the 10th day
prior to the Annuity Commencement Date. This number of Annuity Units
remains constant for any Annuitant.

. We determine the amount of each subsequent Variable Annuity Payment by
multiplying the number of Annuity Units by the value of an Annuity Unit as
of the end of the Valuation Period that contains the 10th day prior to the
date of each payment.

. If we base the Variable Annuity Payments on more than one Division, we
perform these calculations separately for each Division.

. The value of an Annuity Unit at the end of a Valuation Period is the value
of the Annuity Unit at the end of the previous Valuation Period, multiplied
by the net investment factor (see "Variable Account Value") for the
Valuation Period, with an offset for the 3.5% assumed interest rate used in
the Contract's annuity tables.

The Contract's annuity tables use a 3.5% assumed interest rate. A Variable
Annuity Payment based on a Division will be greater than the previous month, if
the Division's investment return for the month is at an annual rate greater than
3.5%. Conversely, a Variable Annuity Payment will be less than the previous
month, if the Division's investment return is at an annual rate less than 3.5%.

ANNUITY PAYMENT OPTIONS

Sixty to 90 days before the Scheduled Annuity Commencement Date, we will (1)
notify you that the Contract is scheduled to mature, and (2) request that you
select an Annuity Payment Option.

If you have not selected an Annuity Payment Option ten days prior to the Annuity
Commencement Date, we will proceed as follows--

. We will extend the Annuity Commencement Date to the Annuitant's 100th
birthday, if the scheduled Annuity Commencement Date is any date prior to
the Annuitant's 100th birthday; or

. We will pay the Account Value, less any applicable charges and premium
taxes, in one sum to you, if the scheduled Annuity Commencement Date is the
Annuitant's 100th birthday.

The Code imposes minimum distribution requirements on the Annuity Payment Option
you choose in connection with Qualified Contracts. (See "Federal Income Tax
Matters.") We are not responsible for monitoring or advising Owners whether
they are meeting the minimum distribution requirements, unless we have received
a specific Written request to do so.

ELECTION OF ANNUITY PAYMENT OPTION

You may elect an Annuity Payment Option only if the initial annuity payment
meets the following minimum requirements--

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. where you elect only Fixed or Variable Annuity Payments, the initial payment
must be at least $100; or

. where you elect a combination of Variable and Fixed Annuity Payments, the
initial payment must be at least $50 on each basis.

If the initial annuity payment falls below these amounts, we will reduce the
frequency of annuity payments. If the initial payment still falls below these
amounts, we will make a single payment to the Annuitant or other properly
designated payee equal to your Account Value. We will deduct any applicable
Surrender Charge and premium tax.

You may elect the annuity option that will apply for payments to a Beneficiary,
if you or the Annuitant dies. If you have not made this election, the
Beneficiary may do so within 60 days after your or the Annuitant's death. (See
"Death Proceeds.") Thereafter, the Beneficiary will have all the remaining
rights and powers under the Contract and be subject to all of its terms and
conditions. We will make the first annuity payment at the beginning of the
second month following the month in which we approve the settlement request. We
will credit Annuity Units based on Annuity Unit Values at the end of the
Valuation Period that contains the 10th day prior to the beginning of that
second month.

When an Annuity Payment Option becomes effective, you must deliver the Contract
to our Home Office, in exchange for a payment contract providing for the option
elected.

We provide information about the relationship between the Annuitant's gender and
the amount of annuity payments, including any requirements for gender-neutral
annuity rates and in connection with certain employee benefit plans under
"Gender of Annuitant" in the Statement. (See "Contents of Statement of
Additional Information.")

AVAILABLE ANNUITY PAYMENT OPTIONS

Each Annuity Payment Option, except Option 5, is available on both a fixed and
variable basis. Option 5 is available on a fixed basis only.

OPTION 1 - LIFE ANNUITY - We make annuity payments monthly during the lifetime
of the Annuitant. These payments stop with the last payment due before the
death of the Annuitant. We do not guarantee a minimum number of payments under
this arrangement. For example, the Annuitant or other payee might receive only
one annuity payment, if the Annuitant dies before the second annuity payment.

Option 2 - Life Annuity with 120, 180, or 240 Monthly Payments Certain - We make
annuity payments monthly during the lifetime of an Annuitant. In addition, we
guarantee that the Beneficiary will receive monthly payments for the remainder
of the period certain, if the Annuitant dies during that period.

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OPTION 3 - JOINT AND LAST SURVIVOR LIFE ANNUITY - We make annuity payments
monthly during the lifetime of the Annuitant and another payee and during the
lifetime of the survivor of the two. We stop making payments with the last
payment before the death of the survivor. We do not guarantee a minimum number
of payments under this arrangement. For example, the Annuitant or other payee
might receive only one annuity payment if both die before the second annuity
payment. The election of this option is ineffective if either one dies before
the Annuity Commencement Date. In that case, the survivor becomes the sole
Annuitant, and we do not pay death proceeds because of the death of the other
Annuitant.

OPTION 4 - PAYMENTS FOR A DESIGNATED PERIOD - We make annuity payments monthly
to an Annuitant or other properly-designated payee, or at his or her death, to
the Beneficiary, for a selected number of years ranging from five to 40. If this
option is selected on a variable basis, the designated period may not exceed the
life expectancy of the Annuitant or other properly designated payee.

A payee receiving Variable (but not Fixed) Annuity Payments under Option 4 can
elect at any time to commute (terminate) the option and receive the current
value of the annuity in a single sum. The current value of an annuity under
Option 4 is the value of all remaining annuity payments, assumed to be level,
discounted to present value at an annual rate of 3.5%. We calculate that value
the next time we determine values after receiving your Written request for
payment. The election of a single sum payment is the only way you may terminate
any Annuity Payment Option once annuity payments have started.

OPTION 5 - PAYMENTS OF A SPECIFIC DOLLAR AMOUNT - We pay the amount due in equal
monthly installments of a designated dollar amount until the remaining balance
is less than the amount of one installment. The amount of each installment may
not be less than $125 or more than $200 each year per $1,000 of the original
amount due. If the person receiving these payments dies, we continue to make
the remaining payments to the Beneficiary. Payments under this option are
available on a fixed basis only. To determine the remaining balance at the end
of any month, we decrease the balance at the end of the previous month by the
amount of any installment paid during the month. We then apply, to the
remainder, interest at a rate not less than 3.5% compounded annually. If the
remaining balance at any time is less than the amount of one installment, we
will pay the balance as the final payment under the option.

We reduce Variable Annuity Payments as a result of a charge to the Separate
Account that is partially for mortality risks. (See "Charge to the Separate
Account.")

The Code may treat the election of Option 4 or Option 5 in the same manner as a
surrender of total Account Value. For tax consequences of such treatment, see
"Federal Income Tax Matters." In addition, the Code may not give tax-deferred
treatment to subsequent earnings.

ALTERNATIVE AMOUNT UNDER FIXED LIFE ANNUITY OPTIONS - In the case of Fixed
Annuity Payments under one of the first three Annuity Payment Options described
above, we make a special election available. In that case, the Owner (or the
Beneficiary, if the Owner has not elected a payment option) may elect monthly
payments based on single payment immediate fixed annuity rates we offer at that
time. This provision allows the Annuitant or other properly-designated payee to
receive the fixed annuity purchase rate in effect for new single payment
immediate annuity Contracts, if it is more favorable.

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In place of monthly payments, you may elect payments on a quarterly, semi-annual
or annual basis. In that case, we determine the amount of each annuity payment
on a basis consistent with that described above for monthly payments.

TRANSFERS

After the Annuity Commencement Date, the Annuitant or other properly designated
payee may make one transfer every 180 days among the available Divisions of the
Separate Account or from the Divisions to a Fixed Annuity Payment Option. We
will assess no charge for the transfer. We do not permit transfers from a Fixed
to a Variable Annuity Payment Option. If a transfer causes the value in any
Division to fall below $500, we reserve the right to transfer the remaining
balance in that Division in the same proportion as the transfer request. We
make transfers effective at the end of the Valuation Period in which we receive
the Written transfer request at our Home Office. We reserve the right to
terminate or restrict transfers at any time.

DEATH PROCEEDS

DEATH PROCEEDS BEFORE THE ANNUITY COMMENCEMENT DATE

The death proceeds described below are payable to the Beneficiary under the
Contract if any of the following events occurs before the Annuity Commencement
Date:

. the Annuitant dies, and no Contingent Annuitant has been named under a Non-
Qualified Contract;

. the Annuitant dies, and we also receive proof of death of any named
Contingent Annuitant; or

. the Owner (including the first to die in the case of joint Owners) of a Non-
Qualified Contract dies, regardless of whether the deceased Owner was also
the Annuitant. (However, if the Beneficiary is the Owner's surviving
spouse, or the Owner's surviving spouse is a joint Owner, the surviving
spouse may elect to continue the Contract as described later in this
Section).

There is a standard manner for us to pay the death proceeds when a joint Owner
dies: we treat the surviving joint Owner as the Beneficiary and we pay the
death proceeds to the surviving joint Owner. Joint Owners may give us written
instructions to pay death proceeds in a different manner.

The death proceeds, prior to deduction of any applicable premium taxes and other
applicable tax, will equal the greatest of-

. the sum of all net purchase payments made (less any premium taxes and other
applicable tax we deducted previously and all prior partial withdrawals);

. the Owner's Account Value as of the end of the Valuation Period in which we
receive, at our Home Office, proof of death and the Written request as to
the manner of payment; or

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. the HIGHEST ANNIVERSARY VALUE prior to the date of death, as defined below.

The HIGHEST ANNIVERSARY VALUE prior to the date of death will be
determined as follows:

(a) First, we will calculate the Account Values at the end of each fifth
Contract Anniversary that occurs before the Annuitant's 81st birthday
(we will thereafter use only the highest of the fifth Contract
Anniversary Account Values that occurred before the Annuitant's 81st
birthday);

(b) Second, we will increase each of the Account Values by the amount of net
purchase payments the Owner has made since the end of such Contract
Anniversaries; and

The HIGHEST ANNIVERSARY VALUE will be an amount equal to the highest of
such values. Net purchase payments are purchase payments less applicable
taxes deducted at the time the purchase payment is made.

The death proceeds become payable to the Beneficiary when we receive--

. proof of the Owner's or Annuitant's death, and

. a Written request from the Beneficiary specifying the manner of payment.

If the Owner has not already done so, the Beneficiary may, within 60 days after
the date the death proceeds become payable, elect to receive the death proceeds
as (1) a single sum or (2) in the form of one of the Annuity Payment Options
provided in the Contract. (See "Annuity Payment Options.") If we do not
receive a request specifying the manner of payment, we will make a single sum
payment, based on values we determine at that time.

If the Owner under a Non-Qualified Contract dies before the Annuity Commencement
Date, we will distribute all amounts payable under the Contract in accordance
with the following rules:

. We will distribute all amounts--

(a) within five years of the date of death, or

(b) if the Beneficiary elects, as annuity payments, beginning within one
year of the date of death and continuing over a period not extending
beyond the life or life expectancy of the Beneficiary.

. If the Beneficiary is the Owner's surviving spouse, the spouse may elect to
continue the Contract as the new Owner. If the original Owner was the
Annuitant, the surviving spouse may also elect to become the new Annuitant.
This election is also available to the surviving spouse who is a joint
Owner, even if the surviving spouse is not the Beneficiary. In this case,
we will treat the surviving spouse as the Beneficiary, and we will not
recognize any other designation of Beneficiary.

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. If the Owner is not a natural person, these distribution requirements apply
at the death of the primary Annuitant, within the meaning of the Code. Under
a parallel section of the Code, similar requirements apply to retirement
plans for which we issue Qualified Contracts.

Failure to satisfy the requirements described in this Section may result in
serious adverse tax consequences.

DEATH PROCEEDS AFTER THE ANNUITY COMMENCEMENT DATE

If the Annuitant dies on or after the Annuity Commencement Date, the amounts
payable to the Beneficiary or other properly designated payee are any continuing
payments under the Annuity Payment Option in effect. (See "Annuity Payment
Options.") In such case, the payee will:

. have all the remaining rights and powers under a Contract, and

. be subject to all the terms and conditions of the Contract.

Also, if the Annuitant dies on or after the Annuity Commencement Date, no
previously named Contingent Annuitant can become the Annuitant.

If the payee under a Non-Qualified Contract dies after the Annuity Commencement
Date, we will distribute any remaining amounts payable under the terms of the
Annuity Payment Option at least as rapidly as under the method of distribution
in effect when the payee dies. If the payee is not a natural person, this
requirement applies upon the death of the primary Annuitant, within the meaning
of the Code.

Under a parallel section of the Code, similar requirements apply to retirement
plans for which we issue Qualified Contracts.

Failure to satisfy requirements described in this Section may result in serious
adverse tax consequences.

PROOF OF DEATH

We accept the following as proof of any person's death:

. a certified death certificate;

. a certified decree of a court of competent jurisdiction as to the finding of
death;

. a written statement by a medical doctor who attended the deceased at the
time of death; or

. any other proof satisfactory to us.

Once we have paid the death proceeds, the Contract terminates, and our
obligations are complete.

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CHARGES UNDER THE CONTRACTS

PREMIUM TAXES

When applicable, we will deduct premium taxes imposed by certain states. We may
deduct such amounts either at the time the tax is imposed or later. We may
deduct the amount as follows:

. from purchase payment(s) when received;

. from the Owner's Account Value at the time annuity payments begin;

. from the amount of any partial withdrawal; or

. from proceeds payable upon termination of the Contract for any other reason,
including death of the Owner or Annuitant, or surrender of the Contract.

If premium tax is paid, AGL may reimburse itself for the tax when making the
deduction under the second, third, and fourth items on the list immediately
above, by multiplying the sum of Purchase Payments being withdrawn by the
applicable premium tax percentage.

Applicable premium tax rates depend upon the Owner's then-current place of
residence. Applicable rates currently range from 0% to 3.5%. The rates are
subject to change by legislation, administrative interpretations, or judicial
acts. We will not make a profit on this charge.

SURRENDER CHARGE

The Surrender Charge reimburses us for part of our expenses in distributing the
Contracts. We believe, however, that the amount of our expenses will exceed the
amount of revenues generated by the Surrender Charge. We will pay for extra
expenses out of our general surplus, which might include profits from the charge
for the assumption of mortality and expense risks.

Unless a withdrawal is exempt from the Surrender Charge (as discussed below),
the Surrender Charge is a percentage of the amount of each purchase payment that
you withdraw during the first seven years after we receive that purchase
payment. The percentage declines depending on how many years have passed since
we originally credited the withdrawn purchase payment to your Account Value, as
follows:

Surrender Charge as a
Year of Purchase Percentage of Purchase
Payment Withdrawal Payment Withdrawn
------------------ --------------------
1st 7%
2nd 7%
3rd 5%
4th 5%
5th 4%
6th 2%
Thereafter 0%

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In computing the Surrender Charge, we deem withdrawals from your Account Value
to consist first of purchase payments, in order of contribution, followed by any
amounts in excess of purchase payments. The Surrender Charge will apply to the
following transactions, which we consider to be withdrawals:

. total surrender;

. partial withdrawal;

. commencement of an Annuity Payment Option; and

. termination due to insufficient Account Value.

The Surrender Charge will not apply to withdrawals in the following
circumstances:

. the amount of withdrawals that exceeds the cumulative amount of your
purchase payments;

. death of the Annuitant, at any age, after the Annuity Commencement Date;

. death of the Annuitant, at any age, prior to the Annuity Commencement Date,
provided no Contingent Annuitant survives;

. death of the Owner, including the first to die in the case of joint Owners
of a Non-Qualified Contract;

. annuitization over at least ten years, or life contingent annuitization
where the life expectancy is at least ten years;

. within the 30-day window under the One-Time Reinstatement Privilege;

. If the Annuitant has been confined to a long-term care facility or is subject
to a terminal illness (to the extent that the rider for these matters is
available in your state), as set forth under "Long-Term Care and Terminal
Illness."

. 20% of your Account Value, in each Contract Year after the first Contract
Year, calculated as of the end of the Valuation Period in which you make
Written request for the withdrawal (We use the same 20% amount if you make
more than one withdrawal in the same Contract Year. We add all withdrawals
and charge you a Surrender Charge only on amounts that exceed the 20% free
withdrawal. See the discussion under "Surrender Charge" for an explanation of
how we calculate Surrender Charge. After the first Contract Year, you may
make non-automatic and automatic withdrawals in the same Contract Year
subject to the 20% limitation. For purchase payments under a systematic
withdrawal plan, Purchase Payments credited for 30 days or more are eligible
for the 20% free withdrawal); and

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. any amounts withdrawn that are in excess of the amount permitted by the 20%
free withdrawal privilege, described above, if you are withdrawing the
amounts to obtain or retain favorable tax treatment. (For example, under
certain circumstances the income and estate tax benefits of a charitable
remainder trust may be available only if you withdraw assets from a Contract
funding the trust more rapidly than the 20% free withdrawal privilege
permits. This exception is subject to our approval.)

Upon selection of an Annuity Payment Option that does not qualify for a
Surrender Charge exception above, we use the amount payable to the Owner upon
full surrender of a Contract (see "Surrenders") to pay for the Annuity Payment
Option.

We do not consider a free withdrawal under any of the foregoing Surrender Charge
exceptions to be a withdrawal of purchase payments, except for purposes of
computing the 20% free withdrawal described in the preceding paragraph. The
Code may impose a penalty on distributions if the recipient is under age 59 1/2.
(See "Penalty Tax on Premature Distributions.")

TRANSFER CHARGES

We describe the charges to pay the expense of making transfers under "Transfer,
Automatic Rebalancing, Surrender and Partial Withdrawal of Owner Account Value -
Transfers" and "Annuity Period and Annuity Payment Options - Transfers." These
charges are not designed to yield a profit.

CHARGE TO THE SEPARATE ACCOUNT

We deduct from Separate Account assets a daily charge at an annualized rate of
1.35% of the average daily net asset value of the Separate Account attributable
to the Contracts. This charge (1) offsets administrative expenses and (2)
compensates us for assuming mortality and expense risks under the Contracts.
The 1.35% charge divides into .15% for administrative expenses and 1.20% for the
assumption of mortality and expense risks.

We do not expect to earn a profit on that portion of the charge that is for
administrative expenses. However, we do expect to derive a profit from the
portion that is for the assumption of mortality and expense risks. There is no
necessary relationship between the amount of administrative charges deducted for
a given Contract and the amount of expenses actually attributable to that
Contract.

In assuming the mortality risk, we incur the risks that

. Our actuarial estimate of mortality rates may prove erroneous,

. Annuitants will live longer than expected, and

. more Owners or Annuitants than expected would die at a time when the death
benefit we guarantee is higher than the net surrender value of their
interests in the Contracts.

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In assuming the expense risk, we incur the risk that the revenues from the
expense charges under the Contracts (charges that we guarantee will not
increase) will not cover our expense of administering the Contracts.

MISCELLANEOUS

Each Series pays charges and expenses out of its assets. The prospectus for
each Series describes the charges and expenses.

We reserve the right to impose charges or establish reserves for any federal or
local taxes that we incur today or may incur in the future and that we deem
attributable to the Contracts.

SYSTEMATIC WITHDRAWAL PLAN

You may make automatic partial withdrawals, at periodic intervals, through a
systematic withdrawal program. Minimum payments are $100. You may choose from
payment schedules of monthly, quarterly, semi-annual, or annual payments. You
may start, stop, increase, or decrease payments. You may elect to (1) start
withdrawals as early as 30 days after the issue date of the Contract and (2)
take withdrawals from the Fixed Account or any Division. Systematic withdrawals
are subject to the terms and conditions applicable to other partial withdrawals,
including Surrender Charges and exceptions to Surrender Charges.

ONE-TIME REINVESTMENT PRIVILEGE

If the Account Value is at least $500, you may elect to reinvest all of the
proceeds that you liquidated from the Contract within the previous 30 days. In
this case, we will credit the Surrender Charge back to the Contract. We will
reinvest the proceeds at the value we next compute following the date of receipt
of the proceeds. Unless you request otherwise, we will allocate the proceeds
among the Divisions and Guarantee Periods in the same proportions as prior to
surrender. We will compute any subsequent Surrender Charge if the Contract had
been issued at the date of reinstatement in consideration of a purchase payment
in the amount of the net surrender proceeds. You may use this privilege only
once.

This privilege is not available under Contracts purchased in Oregon.

REDUCTION IN SURRENDER CHARGES OR ADMINISTRATIVE CHARGES

We may reduce the Surrender Charges or administrative charges imposed under
certain Qualified Contracts for employer sponsored plans. Any such reductions
will reflect differences in costs or services and will not be unfairly
discriminatory as to any person. Differences in costs and services result from
factors such as reduced sales expenses or administrative efficiencies relating
to serving a large number of employees of a single employer and functions
assumed by the employer that we otherwise would have to perform.

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LONG-TERM CARE AND TERMINAL ILLNESS

THE RIDER DESCRIBED BELOW IS NOT AVAILABLE IN ALL STATES, AND YOU SHOULD
THEREFORE CONSULT YOUR SALES REPRESENTATIVE OR OUR HOME OFFICE AS TO WHETHER IT
WILL APPLY TO YOU. THERE IS NO SEPARATE CHARGE FOR THIS RIDER:

LONG-TERM CARE

Pursuant to a special Contract rider, no Surrender Charge will apply to a
partial withdrawal or total surrender made during any period of time that the
Annuitant is confined for 30 days or more (or within 30 days after discharge) in
a hospital or state-licensed in-patient nursing facility. We must receive
Written proof of such confinement that is satisfactory to us.

TERMINAL ILLNESS

The rider also provides that no Surrender Charge will apply to a partial
withdrawal or total surrender if we have received a physician's Written
certification that the Annuitant is considered to be terminally ill and not
expected to live more than twelve months and have waived or exercised our right
to a second physician's opinion.

OTHER ASPECTS OF THE CONTRACTS

Only an officer of AGL can agree to change or waive the provisions of any
Contract. The Contracts are non-participating, which means they are not
entitled to share in any dividends, profits or surplus of AGL.

OWNERS, ANNUITANTS, AND BENEFICIARIES; ASSIGNMENTS

You, as the Owner of a Contract, will be the same as the Annuitant, unless you
choose a different Annuitant when you purchase a Contract. In the case of joint
ownership, both Owners must join in the exercise of any rights or privileges
under the Contract. You choose the Annuitant and any Contingent Annuitant in
the application for a Contract and may not change that choice.

You choose the Beneficiary and any Contingent Beneficiary when you purchase a
Contract. You may change a Beneficiary or Contingent Beneficiary prior to the
Annuity Commencement Date, while the Annuitant is still alive. The payee may
make this change after the Annuity Commencement Date.

We will make any designation of a new Beneficiary or Contingent Beneficiary
effective as of the date it is signed. However, the change in designation will
not affect any payments we make or action we take before we receive the Written
request. We also need the Written consent of any irrevocably named Beneficiary
or Contingent Beneficiary before we make a change. Under certain retirement
programs, the law may require spousal consent to name or change a Beneficiary to
a person other than the spouse. We are not responsible for the validity of any
designation of a Beneficiary or Contingent Beneficiary.

If the Beneficiary or Contingent Beneficiary is not living at the time we are to
make any payment, you, as the Owner, will be the Beneficiary. If you are not
then living, your estate will be the Beneficiary.

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<PAGE>

In the case of joint ownership, we will treat the surviving joint Owner as the
Beneficiary upon the death of a joint Owner. We will not recognize any other
designation of Beneficiary, unless joint Owners provide written instructions to
pay death proceeds in a different manner.

Owners and other payees may assign their rights under Qualified Contracts only
in certain narrow circumstances referred to in the Contracts. Owners and other
payees may assign their rights under Non-Qualified Contracts, including their
ownership rights. We take no responsibility for the validity of any assignment.
Owners must make a change in ownership rights in Writing and send a copy to our
Home Office. We will make the change effective on the date it was made.
However, we are not bound by a change until the date we record it.

The rights under a Contract are subject to any assignment of record at our Home
Office. An assignment or pledge of a Contract may have adverse tax
consequences. (See "Federal Income Tax Matters.")

REPORTS

We will mail to Owners (or anyone receiving payments following the Annuity
Commencement Date), any reports and communications required by applicable law.
We will mail to the last known address of record. You should, therefore, give
us prompt written notice of any address change.

RIGHTS RESERVED BY US

Upon notice to the Owner, we may modify a Contract to the extent necessary in
order to:

. reflect a change in the Separate Account or any Division;

. create new separate accounts;

. operate the Separate Account in any form permitted under the 1940 Act or in
any other form permitted by law;

. transfer any assets in any Division to another Division, or to one or more
separate accounts, or the Fixed Account;

. add, combine or remove Divisions in the Separate Account, or combine the
Separate Account with another separate account;

. add, restrict or remove Guarantee Periods of the Fixed Account;

. make any new Division available to you on a basis we determine;

. substitute, for the shares held in any Division, the shares of another Series
or the shares of another investment company or any other investment permitted
by law;

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<PAGE>

. make any changes required by the Code or by any other law, regulation or
interpretation in order to continue treatment of the Contract as an annuity;
or

. make any changes required to comply with the rules of any Series.

When required by law, we will obtain (1) your approval of changes and (2) the
approval of any appropriate regulatory authority.

PAYMENT AND DEFERMENT

We will normally pay amounts surrendered or withdrawn from a Contract within
seven calendar days after the end of the Valuation Period in which we receive
the Written surrender or withdrawal request at our Home Office. A Beneficiary
may request the manner of payment of death proceeds within 60 days after the
death proceeds become payable. If we do not receive a Written request
specifying the manner of payment, we will pay the death benefit as a single sum,
normally within seven calendar days after the end of the Valuation Period that
contains the last day of the 60-day period. We reserve the right, however, to
defer payments or transfers out of the Fixed Account for up to six months.
Also, we reserve the right to defer payment of that portion of your Account
Value that is attributable to a purchase payment made by check for a reasonable
period of time (not to exceed 15 days) to allow the check to clear the banking
system.

Finally, we reserve the right to defer payment of any surrender, annuity
payment, or death proceeds out of the Variable Account Value if:

. the New York Stock Exchange is closed other than customary weekend and
holiday closings, or trading on the New York Stock Exchange is restricted as
determined by the Securities and Exchange Commission ("SEC");

. the SEC determines that an emergency exists, as a result of which disposal of
securities held in a Division is not reasonably practicable or it is not
reasonably practicable to fairly determine the Variable Account Value; or

. the SEC by order permits the delay for the protection of Owners.

We may also postpone transfers and allocations of Account Value among the
Divisions and the Fixed Account under these circumstances.

40
<PAGE>

FEDERAL INCOME TAX MATTERS

GENERAL

We cannot comment on all of the federal income tax consequences associated with
the Contracts. Federal income tax law is complex. Its application to a
particular person may vary according to facts peculiar to the person.
Consequently, we do not intend for you to take this discussion as tax advice.
You should consult with a competent tax adviser before purchasing a Contract.

We base this discussion on our understanding of the law, regulations and
interpretations existing on the date of this Prospectus. Congress, in the past,
has enacted legislation changing the tax treatment of annuities in both the
Qualified and the Non-Qualified markets and may do so again in the future. The
Treasury Department may issue new or amended regulations or other
interpretations of existing tax law. The courts may also interpret the tax law
in ways that affect the tax treatment of annuities. Any such change could have
a retroactive effect. We suggest that you consult your legal or tax adviser on
these issues.

The discussion does not address federal estate and gift tax, or social security
tax, or any state or local tax consequences associated with the Contracts.

NON-QUALIFIED CONTRACTS

Purchase Payments. Purchasers of a Contract that does not qualify for special
tax treatment and is therefore "Non-Qualified" may not deduct from their gross
income the amount of purchase payments made.

Tax Deferral Prior to Annuity Commencement Date. Owners who are natural persons
are not taxed currently on (1) increases in their Account Value resulting from
interest earned in the Fixed Account, or (2) the investment experience of the
Separate Account so long as the Separate Account complies with certain
diversification requirements. These requirements mean that the Separate Account
must invest in Series that are "adequately diversified" in accordance with
Treasury Department regulations. We do not control the Series, but we have
received commitments from the investment advisers to the Series to use their
best efforts to operate the Series in compliance with these diversification
requirements. A Contract investing in a Series that failed to meet the
diversification requirements would subject Owners to current taxation of income
in the Contract for the period of such diversification failure (and any
subsequent period). Income means the excess of the Account Value over the
Owner's investment in the Contract (discussed below).

Control over allocation of values among different investment alternatives may
cause Owners or persons receiving annuity payments to be treated as the owners
of the Separate Account's assets for tax purposes. However, current regulations
do not provide guidance as to how to avoid this result. We reserve the right to
amend the Contracts in any way necessary to avoid this result. The Treasury
Department has stated that it may establish standards through regulations or
rulings. These standards may apply only prospectively, although they could
apply retroactively if the Treasury Department considers the standards not to
reflect a new position.

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<PAGE>

Owners that are not natural persons -- that is, Owners such as corporations --
are taxed currently on annual increases in their Account Value, unless an
exception applies. Exceptions apply for, among other things, Owners that are
not natural persons but that hold a Contract as an agent for a natural person.

Taxation of Annuity Payments. Part of each annuity payment received after the
Annuity Commencement Date is excludible from gross income.

In the case of Fixed Annuity Payments, the excludible portion is found by
multiplying

. the amount paid by

. the ratio of the investment in the Contract (discussed below) to the
expected return under the Fixed Annuity Payment Option.

In the case of Variable Annuity Payments, the excludible portion is the
investment in the Contract divided by the number of expected payments.

In both cases, the remaining portion of each annuity payment, and all payments
made after the investment in the Contract has been reduced to zero, are included
in the payee's income. Should annuity payments stop on account of the death of
the Annuitant before the investment in the Contract has been fully paid out, the
payee is allowed a deduction for the unpaid amount. If the payee is the
Annuitant, the deduction is taken on the final tax return. If the payee is a
Beneficiary, that Beneficiary may receive the balance of the total investment as
payments are made or on the Beneficiary's final tax return. An Owner's
"investment in the Contract" is the amount equal to the portions of purchase
payments made by or on behalf of the Owner that have not been excluded or
deducted from the individual's gross income, less amounts previously received
under the Contract that were not included in income.

Taxation of Partial Withdrawals and Total Surrenders. Partial withdrawals from
a Contract are includible in income to the extent that the Owner's Account Value
exceeds the investment in the Contract. In the event you surrender a Contract
in its entirety, the amount of your investment in the Contract is excludible
from income, and any amount you receive in excess of your investment in the
Contract is includible in income. All annuity Contracts or Contracts we issue
to the same Owner during any calendar year are aggregated for purposes of
determining the amount of any distribution that is includible in gross income.

Penalty Tax on Premature Distributions. In the case of such a distribution,
there may be imposed a federal tax penalty equal to 10% of the amount treated as
taxable income. The penalty tax will not apply, however, to distributions:

. made on or after the recipient reaches age 59 1/2,

. made on account of the recipient's becoming disabled,

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<PAGE>

. that are made after the death of the Owner prior to the Annuity Commencement
Date or of the payee after the Annuity Commencement Date (or if such person
is not a natural person, that are made after the death of the primary
Annuitant, as defined in the Code), or

. that are part of a series of substantially equal periodic payments made at
least annually over the life (or life expectancy) of the Annuitant or the
joint life (or joint life expectancies) of the Annuitant and the Beneficiary,
provided such payments are made for a minimum of 5 years and the distribution
method is not changed before the recipient reaches age 59 1/2 (except in the
case of death or disability).

Premature distributions may result from an early Annuity Commencement Date, an
early surrender, partial withdrawal from or assignment of a Contract, or the
early death of an Annuitant, unless the third clause listed above applies.

Payment of Death Proceeds. Special rules apply to the distribution of any death
proceeds payable under the Contract. (See "Death Proceeds.")

Assignments and Loans. An assignment, loan, or pledge under a Non-Qualified
Contract is taxed in the same manner as a partial withdrawal, as described
above. Repayment of a loan or release of an assignment or pledge is treated as
a new purchase payment.

INDIVIDUAL RETIREMENT ANNUITIES ("IRAs")

Purchase Payments. Individuals who are not active participants in a tax
qualified retirement plan may, in any year, deduct from their taxable income
purchase payments for an IRA equal to the lesser of $2,000 or 100% of the
individual's earned income. In the case of married individuals filing a joint
return, the deduction will, in general, be the lesser of $4,000 or 100% of the
combined earned income of both spouses, reduced by any deduction for an IRA
purchase payment allowed to the spouse. Single persons who participate in a
tax-qualified retirement plan and who have adjusted gross income not in excess
of $31,000 may fully deduct their IRA purchase payments. Those who have
adjusted gross income in excess of $41,000 will not be able to deduct purchase
payments. For those with adjusted gross income in the range between $31,000 and
$41,000, the deduction decreases to zero, based on the amount of income.
Beginning in 2000, that income range will increase, as follows:

<TABLE>
2000 2001 2002 2003 2004 2005 and
thereafter
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$32,000 $33,000 $34,000 $40,000 $45,000 $50,000
to to to to to to
$42,000 $43,000 $44,000 $50,000 $55,000 $60,000
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

Similarly, the otherwise deductible portion of an IRA purchase payment will be
phased out, in the case of married individuals filing joint tax returns, with
adjusted gross income between $51,000 and $61,000, and in the case of married
individuals filing separately, with adjusted gross income between $0 and
$10,000. (A husband and wife who file separate returns and live apart at all
times during the taxable year are not treated as married individuals.)
Beginning in 2000, the income range over which the otherwise deductible portion
of an IRA purchase payment will be phased out for married individuals filing
joint tax returns will increase as follows:

43
<PAGE>

<TABLE>
2007 and
2000 2001 2002 2003 2004 2005 2006 thereafter
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$52,000 to $53,000 to $54,000 to $60,000 to $65,000 to $70,000 to $75,000 to $80,000 to
$62,000 $63,000 $64,000 $70,000 $75,000 $80,000 $85,000 $100,000
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

A married individual filing a joint tax return, who is not an active participant
in a tax-qualified retirement plan, but whose spouse is an active participant in
such a plan, may, in any year, deduct from his or her taxable income purchase
payments for an IRA equal to the lesser of $2,000 or 100% of the individual's
earned income. For the individual, the adjusted gross income range over which
the otherwise deductible portion of an IRA purchase payment will be phased out
is $150,000 to $160,000.

Tax Free Rollovers. Amounts may be transferred, in a tax-free rollover, from
(1) a tax-qualified plan to an IRA or (2) from one IRA to another IRA if, the
transfer meets certain conditions. All taxable distributions ("eligible
rollover distributions") from tax qualified plans are eligible to be rolled over
with the exception of:

. annuities paid over a life or life expectancy,

. installments for a period of ten years or more, and

. required minimum distributions under section 401(a)(9) of the Code.

Rollovers may be accomplished in two ways. First, we may pay an eligible
rollover distribution directly to an IRA (a "direct rollover"). Second, we may
pay the distribution directly to the Annuitant and then, within 60 days of
receipt, the Annuitant may roll the amount over to an IRA. However, any amount
that was not distributed as a direct rollover will be subject to 20% income tax
withholding.

Distributions from an IRA. Amounts received under an IRA as annuity payments,
upon partial withdrawal or total surrender, or on the death of the Annuitant,
are included in the Annuitant's or other recipients' income. If nondeductible
purchase payments have been made, a pro rata portion of such distributions may
not be includible in income. A 10% penalty tax is imposed on the amount
includible in gross income from distributions that occur before the Annuitant
reaches age 59 1/2 and that are not made on account of death or disability, with
certain exceptions. These exceptions include:

, distributions that are part of a series of substantially equal periodic
payments made at least annually over the life (or life expectancy) of the
Annuitant or the joint lives (or joint life expectancies) of the Annuitant
and the Beneficiary; provided such payments are made for a minimum of 5 years
and the distribution method is not changed before the recipient reaches age
59 1/2 (except in the case of death or disability);

. distributions for medical expenses in excess of 7.5% of the Annuitant's
adjusted gross income and withdrawals for medical insurance (without regard
to the 7.5% AGI floor) if the individual has received unemployment
compensation under federal or state law for at least 12 consecutive weeks
under certain conditions;

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<PAGE>

. distributions for qualified first-time home purchases for the individual, a
spouse, children, grandchildren, or ancestor of the individual or the
individual's spouse, subject to a $10,000 lifetime maximum; and

. distributions for higher education expenses for the individual, a spouse,
children, or grandchildren.

. Distributions of minimum amounts required by the Code must commence by April
1 of the calendar year following the calendar year in which the Annuitant
reaches age 70 1/2 or retires (whichever is later). Additional distribution
rules apply after the death of the Annuitant. These rules are similar to
those governing distributions on the death of an Owner (or other payee during
the Annuity Period) under a Non-Qualified Contract. (See "Death Proceeds.")
Failure to comply with the minimum distribution rules will result in a
penalty tax of 50% of the amount by which the minimum distribution required
exceeds the actual distribution.

ROTH IRAs

Beginning in 1998, individuals may purchase a new type of non-deductible IRA,
known as a Roth IRA. Purchase payments for a Roth IRA are limited to $2,000 per
year. This permitted contribution is phased out for adjusted gross income
between $95,000 and $110,000 in the case of single taxpayers, between $150,000
and $160,000 in the case of married taxpayers filing joint returns, and between
$0 and $10,000 in the case of married taxpayers filing separately. An overall
$2,000 annual limitation continues to apply to all of a taxpayer's IRA
contributions, including Roth IRAs and non-Roth IRAs.

An individual may make a rollover contribution from a non-Roth IRA to a Roth
IRA, unless the individual has adjusted gross income over $100,000 or the
individual is a married taxpayer filing a separate return. The individual must
pay tax on any portion of the IRA being rolled over that represents income or a
previously deductible IRA contribution. There are no similar limitations on
rollovers from a Roth IRA to another Roth IRA.

Qualified distributions from Roth IRAs are entirely tax-free. A qualified
distribution requires that (1) the individual has held the Roth IRA for at least
five years and (2) the distribution is made either after the individual reaches
age 59 1/2, on the individual's death or disability, or as qualified first-time
home purchase. Qualified Distributions for a qualified first-time home
purchase, are subject to a $10,000 lifetime maximum for the individual, a
spouse, child, grandchild, or ancestor of such individual or the individual's
spouse.

SIMPLIFIED EMPLOYEE PENSION PLANS

Eligible employers may establish an IRA plan known as a simplified employee
pension plan ("SEP"), if certain requirements are met. An employee may make
contributions to a SEP in accordance with the rules applicable to IRAs discussed
above. Employer contributions to an employee's SEP are deductible by the
employer and are not currently includible in the taxable income of the employee,
provided that total employer contributions do not exceed the lesser of 15% of an
employee's compensation or $30,000.

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<PAGE>

SIMPLE RETIREMENT ACCOUNTS

Eligible employers may establish an IRA plan known as a simple retirement
account ("SRA"), if they meet certain requirements. Under an SRA, the employer
contributes elective employee compensation deferrals up to a maximum of $6,000 a
year to the employee's SRA. The employer must, in general, make a fully vested
matching contribution for employee deferrals up to a maximum of 3% of
compensation.

OTHER QUALIFIED PLANS

Purchase Payments. Purchase payments made by an employer under a pension,
profit sharing, or annuity plan qualified under section 401 or 403(a) of the
Code, not in excess of certain limits, are deductible by the employer. The
purchase payments are also excluded from the current income of the employee.

Distributions Prior to the Annuity Commencement Date. Purchase payments
includible in an employee's taxable income (less any amounts previously received
that were not includible in the employee's taxable income) represent the
employee's "investment in the Contract." Amounts received prior to the Annuity
Commencement Date under a Contract in connection with a section 401 or 403(a)
plan are generally allocated on a pro-rata basis between the employee's
investment in the Contract and other amounts. A lump-sum distribution will not
be includible in income in the year of distribution, if the employee transfers,
within 60 days of receipt, all amounts received (less the employee's investment
in the Contract), to another tax-qualified plan, to an individual retirement
account or an IRA in accordance with the rollover rules under the Code.

However, any amount that is not distributed as a direct rollover will be subject
to 20% income tax withholding. (See "Tax Free Rollovers.") Special tax
treatment may be available, for tax years beginning prior to December 31, 1999,
in the case of certain lump-sum distributions that are not rolled over to
another plan or IRA.

A 10% penalty tax is imposed on the amount includible in gross income from
distributions that occur before the employee reaches age 59 1/2 and that are not
made on account of death or disability, with certain exceptions. These
exceptions include distributions that are:

. part of a series of substantially equal periodic payments made at least
annually beginning after the employee separates from service and made over
the life (or life expectancy) of the employee or the joint lives (or joint
life expectancies) of the employee and the Beneficiary, provided such
payments are made for at least 5 years and the distribution method is not
changed before the recipient reaches age 59 1/2 (except in the case of death
or disability);

. made after the employee's separation from service on account of early
retirement after attaining age 55;

. made to pay for qualified higher education or first-time home buyer expenses;

46
<PAGE>

. made to an alternate payee pursuant to a qualified domestic relations order,
if the alternate payee is the spouse or former spouse of the employee; or

Annuity Payments. A portion of annuity payments received under Contracts for
section 401 and 403(a) plans after the Annuity Commencement Date may be
excludible from the employee's income, in the manner discussed above, in
connection with Variable Annuity Payments, under "Non-Qualified Contracts -
Taxation of Annuity Payments." The difference is that, here, the number of
expected payments is determined under a provision in the Code. Distributions of
minimum amounts required by the Code generally must commence by April 1 of the
calendar year following the calendar year in which the employee reaches age 70
1/2 (or retires, if later). Failure to comply with the minimum distribution
rules will result in a penalty tax of 50% of the amount by which the minimum
distribution required exceeds the actual distribution.

Self-Employed Individuals. Various special rules apply to tax-qualified plans
established by self-employed individuals.

PRIVATE EMPLOYER UNFUNDED DEFERRED COMPENSATION PLANS

Purchase Payments. Private taxable employers may establish unfunded, Non-
Qualified deferred compensation plans for a select group of management or highly
compensated employees and/or for independent contractors.

These types of programs allow individuals to defer (1) receipt of up to 100% of
compensation that would otherwise be includible in income and, therefore, (2)
payment of federal income taxes on the amounts, as well as the earnings on those
amounts and the employee is currently taxed on any increase in Account Value.

Deferred compensation plans represent a contractual promise on the part of the
employer to pay current compensation at some future time. The Contract is owned
by the employer and is subject to the claims of the employer's creditors. The
individual has no right or interest in the Contract and is entitled only to
payment from the employer's general assets in accordance with plan provisions.
Purchase payments not made by the employer, however, are not immediately
deductible by the employer, and the employee is currently taxed on any increase
in Account Value.

Taxation of Distributions. Amounts that an individual receives from a private
employer deferred compensation plan are includible in gross income for the
taxable year in which such amounts are paid or otherwise made available.

47
<PAGE>

FEDERAL INCOME TAX WITHHOLDING AND REPORTING

Amounts distributed from a Contract, to the extent includible in taxable income,
are subject to federal income tax withholding. Unless the distribution is an
"eligible rollover distribution", the payee may elect to have no income tax
withheld by submitting a withholding exemption certificate to us.

In some cases, if you own more than one Qualified annuity Contract, the
Contracts may be considered together to determine whether the federal tax law
requirement for minimum distributions after age 70 1/2, or retirement in
appropriate circumstances, has been satisfied. You may rely on distributions
from another annuity contract or Contract to satisfy the minimum distribution
requirement under a Qualified Contract we issued. However, you must sign a
waiver releasing us from any liability to you for not calculating and reporting
the amount of taxes and penalties payable for failure to make required minimum
distributions under the Contract.

TAXES PAYABLE BY AGL AND THE SEPARATE ACCOUNT

AGL is taxed as a life insurance company under the Code. The operations of the
Separate Account are part of the total operations of AGL and are not taxed
separately. Under existing federal income tax laws, AGL is not taxed on
investment income derived by the Separate Account (including realized and
unrealized capital gains) with respect to the Contracts. AGL reserves the right
to allocate to the Contracts any federal, state or other tax liability that may
result in the future from maintenance of the Separate Account or the Contracts.

Certain Series may elect to pass through to AGL any taxes withheld by foreign
taxing jurisdictions on foreign source income. Such an election will result in
additional taxable income and income tax to AGL. The amount of additional income
tax, however, may be more than offset by credits for the foreign taxes withheld
that the Series will also pass through. These credits may provide a benefit to
AGL.

DISTRIBUTION ARRANGEMENTS

State insurance authorities will license individuals as agents of AGL to sell
the Contracts. The individuals will also be registered representatives of (1)
American General Securities Incorporated ("AGSI"), the principal underwriter of
the Contracts, or (2) other broker-dealer firms. However, some individuals may
be representatives of firms that are exempt from broker-dealer regulation. AGSI
is registered with the Securities and Exchange Commission under the Securities
Exchange Act of 1934 as a broker-dealer and is a member of the National
Association of Securities Dealers, Inc.

AGSI is a wholly owned subsidiary of AGL. AGSI's principal business address is
2727 Allen Parkway, Houston, Texas 77019-2191.

AGL offers the Contracts on a continuous basis. AGSI has entered into certain
revenue and cost-sharing arrangements in connection with marketing the
Contracts.

48
<PAGE>

AGL compensates AGSI and other broker-dealers that sell the Contracts according
to one or more compensation schedules. The schedules provide for commissions of
up to 7.0% of purchase payments that Owners make and up to 1% of purchase
payments as annual trail commissions. AGL also has agreed to pay AGSI for its
promotional activities, such as 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 and related marketing
support, and related special promotional campaigns. From time to time, AGSI
may engage in special promotions where AGSI pays 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."

SERVICES AGREEMENTS

American General Life Companies ("AGLC") is party to a general services
agreement with AGL. AGLC, an affiliate of AGL, is a corporation incorporated in
Delaware on November 24, 1997. Its address is 2727-A Allen Parkway, Houston,
Texas 77019-2191. Under this agreement, AGLC provides services to AGL,
including most of the administrative, data processing, systems, customer
services, product development, actuarial, auditing, accounting and legal
services for AGL and the Contracts.

AGL has entered into administrative services agreements with the advisers or
fund administrators for the mutual funds that offer shares to the Divisions.
AGL receives fees for the administrative services it performs. These fees do not
result in any additional charges under the Contracts that are not described
under "Charges under the Contracts."

LEGAL MATTERS

We are not involved in any legal matter about the Separate Account that would be
considered material to the interests of Owners. Pauletta P. Cohn, Associate
General Counsel of AGLC has passed upon the legality of the Contracts described
in this Prospectus. Mayer, Brown & Platt, Washington, D.C., has advised AGL on
certain federal securities law matters.

YEAR 2000 CONSIDERATIONS

AGL and its affiliates are in the process of modifying their computer systems to
be Year 2000 compliant. During 1997, AGL and its affiliates incurred and
expensed $15 million (pretax) related to this project. AGL and its affiliates
estimate that it will incur future costs in excess of $45 million (pretax) for
additional internal staff, third-party vendors, and other expenses to render its
systems Year 2000 compliant.

AGL and its affiliates expect to substantially complete this project during
1998. However, risks and uncertainties exist in most significant systems
development projects. If conversion of AGL and its affiliates' systems is not
completed on a timely basis, due to non-performance by third-party vendors or
other unforeseen circumstances, the Year 2000 issue could have a material
adverse impact on the operations of AGL and its affiliates.

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<PAGE>

OTHER INFORMATION ON FILE

We have filed a Registration Statement with the Securities and Exchange
Commission under the Securities Act of 1933 for the Contracts discussed in this
Prospectus. We have not included all of the information for the Registration
Statement and its exhibits. Statements contained in this Prospectus concerning
the Contracts and other legal instruments are intended to be summaries. For a
complete statement of their terms, you should refer to the documents that we
filed with the Securities and Exchange Commission.

CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION

General Information.................................................... 2
Regulation and Reserves................................................ 2
Independent Auditors................................................... 3
Services............................................................... 3
Principal Underwriter.................................................. 4
Annuity Payments....................................................... 4
Gender of Annuitant............................................... 4
Misstatement of Age or Gender and Other Errors.................... 4
Change of Investment Adviser or Investment Policy...................... 5
Performance Data for the Divisions..................................... 5
Average Annual Total Return Calculations.......................... 5
Total Return Calculations (without Surrender Charge).............. 5
Cumulative Total Return Calculations (without Surrender Charge) 5
Hypothetical Performance.......................................... 6
Yield Calculations................................................ 9
Money Market Division Yield and Effective
Yield Calculations................................................ 9
Performance Comparisons........................................... 10
Effect of Tax-Deferred Accumulation.................................... 11
Financial Statements................................................... 12
Index to Financial Statements.......................................... 13

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<PAGE>

AMERICAN GENERAL LIFE INSURANCE COMPANY
SEPARATE ACCOUNT D

PLATINUM INVESTOR(TM) VARIABLE ANNUITY

FLEXIBLE PAYMENT VARIABLE AND FIXED DEFERRED ANNUITY CONTRACTS

OFFERED BY

AMERICAN GENERAL LIFE INSURANCE COMPANY

ADMINISTRATIVE CENTER

P.O. BOX 1401, HOUSTON, TEXAS 77251-1401
1-800-360-4268; (713) 831-3505

STATEMENT OF ADDITIONAL INFORMATION

Dated ______________, 1999

This Statement of Additional Information ("Statement") is not a prospectus. You
should read it with the Prospectus for American General Life Insurance Company
Separate Account D (the "Separate Account") dated ___________, 1999, concerning
flexible payment variable and fixed deferred annuity Platinum Investors VA(TM)
Contracts. The Separate Account invests in certain Series of AIM Variable
Insurance Funds, Inc.; American General Series Portfolio Company; Dreyfus
Variable Investment Fund; Dreyfus Socially Responsible Growth Fund, Inc.; MFS
Variable Insurance Trust; Morgan Stanley Dean Witter Universal Funds, Inc.;
SAFECO Resource Series Trust; Templeton Variable Products Series Fund as well as
Van Kampen Life Investment Trust. You can obtain a copy of the Prospectus for
the Contracts, and any Prospectus supplements, by contacting American General
Life Insurance Company ("AGL") at the address or telephone numbers given above.
You have the option of receiving benefits on a fixed basis through AGL's Fixed
Account or on a variable basis through the Separate Account. Terms used in this
Statement have the same meanings as are defined in the Prospectus under the
heading "Glossary."

TABLE OF CONTENTS

Cumulative Total Return Calculations (without Surrender Charge)... 5
Hypothetical Performance.......................................... 6
Yield Calculations................................................ 9
Money Market Division Yield and Effective
Yield Calculations................................................ 9
Performance Comparisons........................................... 10
Effect of Tax-Deferred Accumulation.................................... 11
Financial Statements................................................... 12
Index to Financial Statements.......................................... 13

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GENERAL INFORMATION

AGL is a stock life insurance company established under the laws of the state of
Texas. The Company is a wholly owned subsidiary of American General
Corporation, a Texas holding corporation engaged primarily in the insurance
business.

REGULATION AND RESERVES

AGL is subject to regulation and supervision by the State of Texas, where it is
licensed to do business. This regulation covers a variety of areas, including:

. benefit reserve requirements,

. adequacy of insurance company capital and surplus,

. various operational standards, and

. accounting and financial reporting procedures.

AGL's operations and accounts are subject to periodic examination by insurance
regulatory authorities.

Under most insurance guaranty fund laws, a state can assess insurers doing
business in the state for covered insurance contract losses incurred by
insolvent companies. State laws set limits for these assessments. However, AGL
cannot reasonably estimate the amount of any future assessments of AGL under
these laws. Most states have the authority to excuse or defer an assessment, if
it would threaten an insurer's own financial strength. Notwithstanding the
foregoing, the Account Value held in the Separate Account may not be covered by
insurance guaranty fund laws. The Account Value held in the Fixed Account is
covered by the insurance guaranty fund laws.

The federal government generally has not directly regulated the business of
insurance. However, federal initiatives often have an impact on the business in
a variety of ways. Federal measures that may adversely affect the insurance
business include:

. employee benefit regulation,

. tax law changes affecting the taxation of insurance companies or of
insurance products,

. changes in the relative desirability of various personal investment
vehicles, and

. removal of impediments on the entry of banking institutions into the
business of insurance.

Also, both the executive and legislative branches of the federal government are
considering various insurance regulatory matters. This could ultimately result
in direct federal regulation of some aspects of the insurance business. AGL
cannot predict whether this will occur or, if it does, what the effect on AGL
would be.

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State insurance law requires AGL to carry reserves on its books, as liabilities,
to meet its obligations under outstanding insurance contracts. AGL bases these
reserves on assumptions about future claims experience and investment returns,
among other things.

Neither the reserve requirements nor the other aspects of state insurance
regulation provide absolute protection to holders of insurance contracts,
including the Contracts, if AGL were to incur claims or expenses at rates
significantly higher than expected. This might happen, for example, due to a
spread of acquired immune deficiency syndrome or other infectious diseases or
catastrophes, or significant unexpected losses on its investments.

INDEPENDENT AUDITORS

The 1998 consolidated financial statements of AGL included in this Statement
were audited by Ernst & Young, LLP, independent auditors as set forth in their
report. We include these financial statements in this Statement in reliance
upon the report of Ernst & Young, LLP that appears later on in this Statement.
Ernst & Young, LLP gives its report upon their authority as experts in
accounting and auditing. Ernst & Young, LLP is located at One Houston Center,
1221 McKinney Street, Suite 2400, Houston, TX, 77010.

SERVICES

AGL and American General Life Companies ("AGLC") are parties to a service
agreement. Most of the affiliated companies within the American General
Corporation holding company system, including certain life insurance companies,
are also parties to a similar agreement. AGLC is a corporation incorporated in
Delaware on November 24, 1997, with its home office located at 2727-A Allen
Parkway, Houston, Texas 77019. AGLC provides shared services to AGL and certain
other life insurance companies at cost. These services include data processing,
systems, customer services, product development, actuarial, auditing,
accounting, and legal. AGL did not pay any fees to AGLC in 1997, because AGLC
performed no services under the agreement. AGL paid AGLC $__________ in 1998.

PRINCIPAL UNDERWRITER

American General Securities Incorporated ("AGSI") is the principal underwriter
for the Contracts. AGSI also serves as principal underwriter to AGL's Separate
Account A, and Separate Account VL-R, and to Separate Account E of American
General Life Insurance Company of New York. All of these other separate accounts
are unit investment trusts registered under the Investment Company Act of 1940.
AGSI, a Texas corporation, is a wholly owned subsidiary of AGL and a member of
the National Association of Securities Dealers, Inc.

As principal underwriter for the Separate Account, AGSI received from AGL
$____________ in 1997 and $____________ in 1998.

AGL offers the securities under the Contracts on a continuous basis.

4
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ANNUITY PAYMENTS

GENDER OF ANNUITANT

When annuity payments are based on life expectancy, the amount of each annuity
payment ordinarily will be higher if the Annuitant or other measuring life is a
male, as compared with a female, under an otherwise identical Contract. This is
because, statistically, females tend to have longer life expectancies than
males.

However, Montana, and certain other jurisdictions, do not permit differences in
annuity payment rates between males and females.

In addition, employers should be aware that, under most employer-sponsored
plans, the law prohibits Contracts that make distinctions based on gender.
Under these plans, AGL will make available Contracts with no such differences.

MISSTATEMENT OF AGE OR GENDER AND OTHER ERRORS

If the age or gender of an Annuitant has been misstated to us, any amount
payable will be the amount that the purchase payments paid would have purchased
at the correct age and gender. If we made any overpayments because of incorrect
information about age or gender or any error or miscalculation, we will deduct
the overpayment from the next payment or payments due. We will add any
underpayments to the next payment. We will credit or charge the amount of any
adjustment with interest at the assumed interest rate used in the Contract's
annuity tables.

CHANGE OF INVESTMENT ADVISER OR INVESTMENT POLICY

Unless otherwise permitted by law or regulation, no Series may change the
investment adviser to any Series or any investment policy without the consent of
the shareholders. If required, we will file approval of or change of any
investment objective with the insurance department of each state where a
Contract has been delivered. We will notify you (or, after annuity payments
start, the payee) of any material investment policy change that we have
approved. We will also notify you of any investment policy change before its
implementation by the Separate Account, if the change requires your comment or
vote.

PERFORMANCE DATA FOR THE DIVISIONS

AVERAGE ANNUAL TOTAL RETURN CALCULATIONS

Each Division may advertise its average annual total return. We calculate each
Division's average annual total return quotation under the following standard
method that the SEC prescribes:

. We take a hypothetical $1,000 investment in the Division's
Accumulation Units on the first day of the period at the maximum
offering price. This figure is the Accumulation Unit Value per unit
("initial investment").

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. We calculate the ending redeemable value ("redeemable value") of that
investment at the end of the period. The redeemable value reflects
the effect of (1) any applicable Surrender Charge at the end of the
period and (2) all other recurring charges and fees applicable under
the Contract to all Owner accounts. Other charges and fees include
the Mortality and Expense Risk Charge and the Administrative Expense
Charge. We do not reflect any premium taxes in the calculation.

. We divide the redeemable value by the initial investment.

. We take this quotient to the Nth root (N representing the number of
years in the period), subtract 1 from the result, and express the
result as a percentage.

TOTAL RETURN CALCULATIONS (WITHOUT SURRENDER CHARGE)

Each Division may also advertise non-standardized total return. We calculate
non-standardized total return in the same manner and for the same time periods
as standardized average annual total return, which we describe immediately
above. However, in making the redeemable value calculation, we do not deduct
any applicable Surrender Charge that we may impose at the end of the period.
This is because we assume that the Contract will continue through the end of
each period. Deducting these charges would reduce the resulting performance
results.

CUMULATIVE TOTAL RETURN CALCULATIONS (WITHOUT SURRENDER CHARGE)

Each Division may also advertise non-standardized cumulative total return
performance. Cumulative total return performance is the compound rate of return
on a hypothetical initial investment of $1,000 in each Division's Accumulation
Units on the first day of the period at the maximum offering price. This figure
is the Accumulation Unit value per unit ("initial investment"). Cumulative
total return figures (and the related "growth of a $1,000 investment" figures
set forth below) do not include the effect of any premium taxes or any
applicable Surrender Charge. Cumulative total return quotations reflect changes
in Accumulation Unit Value. We calculate these quotations by finding the
cumulative rates of return of the hypothetical initial investment over various
periods, according to the following formula, and then expressing those rates as
a percentage:

C = (ERV/P) - 1
Where:
C = cumulative total return

P = a hypothetical initial investment of $1,000

ERV = ending redeemable value at the end of the applicable period of a
hypothetical $1,000 investment made at the beginning of the applicable
period.

HYPOTHETICAL PERFORMANCE

Each Division may advertise hypothetical performance, based on the calculations
described above, where all or a portion of the actual historical performance of
the corresponding Series in which the Division invests pre-dates the effective
date of the Division.

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The tables below provide hypothetical performance information for the available
Divisions of the Separate Account based on the actual historical performance of
the corresponding Series in which each of these Divisions invests. This
information reflects all actual charges and deductions of these Series and the
Separate Account that hypothetically would have been made if the Separate
Account invested assets under the Contracts in these Series for the periods
indicated.

All of the actual historical performance of the corresponding Series, as of the
date of this Statement, predates the effective date of the Division investing in
that Series. The tables below will be revised, in future Statements, to show
actual annual historical performance that occurs after the effective date of a
Division.

Hypothetical Historical Average Annual Total Returns
(Through December 31, 1998)

[TO BE PROVIDED BY AMENDMENT]

INVESTMENT DIVISION
INCEPTION 1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------- ------ ------- ------- --------

AIM V.I. International Equity Fund
AIM V.I. Value Fund
AGSPC International Equities Fund
AGSPC MidCap Index Fund
AGSPC Money Market Fund
AGSPC Stock Index Fund
Dreyfus Quality Bond Portfolio
Dreyfus Small Cap Portfolio
Dreyfus Socially Responsible Growth Fund
MFS Emerging Growth Series
Morgan Stanley Dean Witter Equity Growth Portfolio
Morgan Stanley Dean Witter High Yield Portfolio
SAFECO Equity Portfolio
SAFECO Growth Portfolio
Templeton Asset Allocation
Templeton International
Van Kampen Strategic Stock Portfolio

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Hypothetical Historical Total Returns
without the deduction of any applicable Surrender Charge
(Through December 31, 1998)
[TO BE PROVIDED BY AMENDMENT]

INVESTMENT DIVISION
INCEPTION 1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------- ------ ------- ------- --------

Hypothetical Historical Cumulative Total Returns
without the deduction of any applicable Surrender Charge
(Through December 31, 1998)
[TO BE PROVIDED BY AMENDMENT]

INVESTMENT DIVISION
INCEPTION 1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------- ------ ------- ------- --------

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Hypothetical Historical Growth of a $1,000
Investment in the Divisions
(Through December 31, 1998)
[TO BE PROVIDED BY AMENDMENT]

INVESTMENT DIVISION
INCEPTION 1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------- ------ ------- ------- --------

All of the actual historical performance of the corresponding Series, as of the
date of this Statement, predates the effective date of the Division investing in
that Series. The yield calculations for the Divisions will be revised, in
future Statements, to show actual annual historical performance that occurs
after the effective date of a Division.

YIELD CALCULATIONS

We calculate the yields for the [ ] Division and the [
] Division by a standard method that the SEC prescribes. The hypothetical
yields for the [ ] Division and the [ ]
Division, based upon the one-month period ended , were [ %] and
[ %], respectively. We calculate the yield quotation by dividing

. the net investment income per Accumulation Unit earned during the specified
one month or 30-day period by the Accumulation Unit values on the last day of
the period, according to the following formula that assumes a semi-annual
reinvestment of income:

YIELD = 2[((a-b)/cd + 1)/6/ - 1]

a = net dividends and interest earned during the period by the Series
attributable to the Division

b = expenses accrued for the period (net of reimbursements)

c = the average daily number of Accumulation Units outstanding during the period

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d = the Accumulation Unit value per unit on the last day of the period

The yield of each Division reflects the deduction of all recurring fees and
charges that apply to each Division. These fees and charges include the
Mortality and Expense Risk Charge and the Administrative Expense Charge. They
do not reflect the deduction of Surrender Charges or premium taxes.

All of the actual historical performance of the corresponding Series, as of the
date of this Statement, predates the effective date of the Division investing in
that Series. The hypothetical historical yield for the Money Market Division
will be revised, in future Statements, to show actual annual historical
performance that occurs after the effective date of a Division.

MONEY MARKET DIVISION YIELD AND EFFECTIVE YIELD CALCULATIONS

We calculate the Money Market Division's yield by a standard method that the SEC
prescribes. Under that method, we base the current yield quotation on a seven
day period and calculate that yield as follows:

. We take the net change in the Accumulation Unit value during the period.

. We divide that net change by the Accumulation Unit value at the
beginning of the period to obtain the base period return.

. We multiply the base period return by the fraction 365/7 to obtain the
current yield figure.

. We carry the current yield figure to the nearest one-hundredth of one
percent.

We do not include realized capital gains or losses and unrealized appreciation
or depreciation of the Division's Portfolio in the calculation. The Money
Markets Divisions hypothetical historical yield for the seven day period ended
[ ] was [ %].

We determine the Money Market Division's effective yield by taking the base
period return (computed as described above) and calculating the effect of
assumed compounding. The formula for the effective yield is: (base period
return +1)/365/7/-1. The Money Market Division's hypothetical historical
effective yield for the seven day period ended [ ] was [ %]. Yield and effective
yield do not reflect the deduction of Surrender Charges or premium taxes that we
may impose when you redeem Accumulation Units.

PERFORMANCE COMPARISONS

In our advertising and sales literature, we may compare the performance of each
or all of the available Divisions of the Separate Account to the performance of
(1) other variable annuities in general or (2) particular types of variable
annuities that invest in mutual funds, or series of mutual funds, with
investment objectives similar to each of the Divisions of the Separate Account.

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<PAGE>

Lipper Analytical Services, Inc. ("Lipper") and the Variable Annuity Research
and Data Service ("VARDS(R)") are independent services that monitor and rank the
performance of variable annuity issuers in each of the major categories of
investment objectives on an industry-wide basis. Lipper's rankings include
variable life insurance issuers as well as variable annuity issuers. VARDS(R)
rankings compare only variable annuity issuers. The performance analyses
prepared by Lipper and VARDS(R) rank such issuers on the basis of total return.
Total return assumes the reinvestment of dividends and distributions, but does
not take into consideration sales charges, redemption fees or certain expense
deductions at the separate account level. In addition, VARDS(R) prepares risk-
adjusted rankings, which consider the effects of market risk on total return
performance.

In addition, we may compare each Division's performance in advertisements and
sales literature to the following benchmarks:

. the Standard & Poor's 500 Composite Stock Price Index, an unmanaged
weighted index of 500 leading domestic companies that represents
approximately 80% of the market capitalization of the U.S. equity
market;

. the Dow Jones Industrial Average, an unmanaged unweighted average of 30
blue chip industrial corporations listed on the New York Stock Exchange
and generally considered representative of the U.S. stock market;

. the Consumer Price Index, published by the U.S. Bureau of Labor
Statistics, a statistical measure of change, over time, in the prices of
goods and services in major spending groups and generally is considered
to be a measure of inflation;

. the Lehman Brothers Government and Domestic Strategic Income Index, the
Salomon Brothers High Grade Domestic Strategic Income Index, and the
Merrill Lynch Government/Corporate Master Index, unmanaged indices that
are generally considered to represent the performance of intermediate
and long term bonds during various market cycles; and

. the Morgan Stanley Dean Witter Capital International Europe Australia
Far East Index, an unmanaged index that is considered to be generally
representative of major non-U.S. stock markets.

EFFECT OF TAX-DEFERRED ACCUMULATION

The Contracts qualify for tax-deferred treatment on earnings. This tax-deferred
treatment increases the amount available for accumulation by deferring taxes on
any earnings until the earnings are withdrawn. The longer the taxes are
deferred, the more the potential you have for the assets under your Contract to
grow over the term of the Contracts.

The hypothetical tables set out below illustrate this potential. The tables
compare accumulations based on a single initial purchase payment of $100,000
compounded annually under:

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. a Contract, whose earnings are not taxed until withdrawn in connection
with a full surrender, partial withdrawal, or annuitization, or
termination due to insufficient Account Value ("withdrawal of earnings")
and

. an investment whose earnings are taxed on a current basis ("Taxable
Investment"), based on an assumed tax rate of 28%, and the assumed
earning rates specified.

5 Years 10 Years 20 Years
-------- -------- --------

Contract (7.50% earnings rate) $143,563 $206,103 $424,785
Contract (after Taxes) $131,365 $176,394 $333,845
Taxable Investment $130,078 $169,202 $286,294

5 Years 10 Years 20 Years
-------- -------- --------
Contract (10.00% earnings rate) $161,051 $259,374 $672,750
Contract (after Taxes) $143,957 $214,749 $512,380
Taxable Investment $141,571 $200,423 $401,694

The hypothetical tables do not reflect any fees or charges under a Contract or
Taxable Investment. However, the Contracts impose:

. a Mortality and Expense Risk Charge of 1.20%;

. a Surrender Charge (applicable to withdrawal of earnings for the first
seven Contract years) up to a maximum of 7%;

. an Administrative Expense Charge of 0.15%.

A Taxable Investment could incur comparable fees or charges. Fees and charges
would reduce the return from a Contract or Taxable Investment.

Under the Contracts, a withdrawal of earnings is subject to tax, and may be
subject to an additional 10% tax penalty before age 59 1/2.

These tables are only illustrations of the effect of tax-deferred accumulations
and are not a guarantee of future performance.

FINANCIAL STATEMENTS

Separate Account D has a total of 75 Divisions as of the date of this Statement.
The 17 Divisions which are available under the Contracts that are the subject of
this Statement are not included in the December 31, 1998 financial statements
for the Separate Account because none were available under any contracts related
to the Separate Account as of December 31, 1998. Therefore, there are no
financial statements for Separate Account D included in this Statement.

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You should consider the financial statements of AGL that we include in this
Statement primarily as bearing on the ability of AGL to meet its obligations
under the Contracts.

13
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INDEX TO

FINANCIAL STATEMENTS

Page No.
--------

AGL Consolidated Financial Statements [TO BE PROVIDED BY AMENDMENT]

Report of Ernst & Young, LLP, Independent Auditors.................

Consolidated Balance Sheets........................................

Consolidated Statements of Income..................................

Consolidated Statements of Shareholder's Equity....................

Consolidated Statements of Cash Flows..............................

Notes to Consolidated Financial Statements.........................

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PART C

OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements

PART A: None

PART B: Financial Statements of American General
Life Insurance Company ("AGL")
(To be filed by Pre-Effective Amendment)

PART C: None

(b) Exhibits

(1)(a) American General Life Insurance Company of Delaware
Board of Directors resolution authorizing the
establishment of Separate Account D, incorporated by
reference to the initial filing to Separate Account
D's Form S-6 Registration Statement (File No. 2-49805)
on December 6, 1973.

(b) Resolution of the Board of Directors of American
General Life Insurance Company of Delaware authorizing
among other things, the redomestication of that
company in Texas and the renaming of that company as
American General Life Insurance Company, incorporated
by reference to the initial filing of Separate Account
D's Form N-4 Registration Statement (File No.
33-43390) on October 16, 1991.

(c) Resolution of the Board of Directors of American
General Life Insurance Company of Delaware providing,
inter alia, for Registered Separate Accounts'
Standards of Conduct, incorporated by reference to
Pre-Effective Amendment No. 1 to Separate Account D's
Form N-4 Registration Statement (File No. 33043390),
filed on December 31, 1991.

(2) None

(3)(a) Distribution Agreement By and Among American General
Life Insurance Company and American General Securities
Incorporated

<PAGE>

(b)(i) Form of Participation Agreement by and among American
General Life Insurance Company, American General
Securities Incorporated and AIM Variable Insurance
Funds, Inc. (To be filed by Pre-Effective Amendment).

(ii) Form of Participation Agreement by and among American
General Life Insurance Company, American General
Securities Incorporated and American General Series
Portfolio Company (To be filed by Pre-Effective
Amendment).

(iii) Form of Participation Agreement by and among American
General Life Insurance Company, American General
Securities Incorporated and Dreyfus Variable
Investment Fund (To be filed by Pre-Effective
Amendment).

(iv) Form of Participation Agreement by and among American
General Life Insurance Company, American General
Securities Incorporated and Dreyfus Socially
Responsible Growth Fund, Inc. (To be filed by Pre-
Effective Amendment).

(v) Form of Participation Agreement by and among American
General Life Insurance Company, American General
Securities Incorporated and MFS Variable Insurance
Trust (To be filed by Pre-Effective Amendment).

(vi) Form of Participation Agreement by and among American
General Life Insurance Company, American General
Securities Incorporated and Morgan Stanley Dean Witter
Universal Funds, Inc. (To be filed by Pre-Effective
Amendment).

(vii) Form of Participation Agreement by and among American
General Life Insurance Company, American General
Securities Incorporated and SAFECO Resources Series
Trust (To be filed by Pre-Effective Amendment).

(viii) Form of Participation Agreement by and among American
General Life Insurance Company, American General
Securities Incorporated and Templeton Variable
Products Series Fund (To be filed by Pre-Effective
Amendment).

(ix) Form of Participation Agreement by and among American
General Life Insurance Company, American General
Securities Incorporated and Van Kampen Life Investment
Trust (To be filed by Pre-Effective Amendment).

<PAGE>

(c) Specimen form of Selling Group Agreement by and among
American General Life Insurance Company, American General
Securities Incorporated, and Selling Group Members, and
associated agency (To be filed by Pre-Effective
Amendment).

(4)(a) Form of Variable Annuity Contract Form No. 98020.

(5)(a) Form of Application for Contract (Form No. L9-223-98).

(b) Specimen form of Platinum Investor Variable Annuity
Service Request. (To be filed by Pre-Effective
Amendment).

(c) Specimen form of Special Request Rider for Surrender
Charge Waiver under Contract Form No.95049 Rev 896. (To be
filed by Pre-Effective Amendment).

(6)(a) Amended and Restated Articles of Incorporation of American
General Life Insurance Company, effective December 31,
1991, incorporated by reference to the intitial filing of
Separate Account D's Form N-4 Registration Statement (File
No. 33-43390) October 16, 1991.

(b) Bylaws of American General Life Insurance Company, adopted
January 22, 1992, incorporated by reference from Post-
Effective Amendment No. 1 to Separate Account D's Form N-4
Registration Statement (File No. 33-43390), filed on April
30, 1992.

(7) None

(8) (a) Form of services agreement dated July 31, 1975, (limited
to introduction and first two recitals, and sections 1-3)
among various affiliates of American General Corporation,
including American General Life Insurance Company and
American General Life Companies (formerly Division General
Independent Producer Division), incorporated by reference
to Post-Effective Amendment No 23 to the Form N-4
Registration Statement of AGL's Separate Account A (File
No. 33-44745), filed on April 24, 1998.

(b) Administrative Services Agreement dated as of June 1,
1998, between American General Life Insurance Company and
AIM Advisors, Inc.

<PAGE>

(c) Administrative Services Agreement dated as of August 11,
1998, between American General Life Insurance Company and
The Dreyfus Corporation, as amended by that Amendment to
Agreement dated as effective as of December 1, 1998.

(d) Form of Administrative Services Agreement between American
General Life Insurance Company and Franklin Templeton
Services, Inc.

(e) Form of Administrative Services Agreement between American
General Life Insurance Company and Morgan Stanley Dean
Witter Investment Management Inc.

(f) Form of Administrative Services Agreement between American
General Life Insurance Company and SAFECO Asset Management
Company.

(g) Form of Administrative Services Agreement between American
General Life Insurance Company and Van Kampen Asset
Management, Inc.

(9) Opinion and Consent of Counsel. (To be filed by Pre-
Effective Amendment).

(10)(a) Consent of Independent Auditors. (To be filed by Pre-
Effective Amendment).

(b) Consent of Mayer, Brown & Platt (To be filed by Pre-
Effective Amendment).

(11) None

(12) None

(13)(a) Computations of hypothetical historical average annual
total returns for the Separate Account Divisions available
under Contract Form No. 98020 for the one and five year
periods ended December 31, 1998, and since inception. (To
be filed by Pre-Effective Amendment).

(b) Computations of hypothetical historical total returns for
the Separate Account Divisions under Contract Form No.
98020 for the one and five year periods ended December 31,
1998, and since inception. (To be filed by Pre-Effective
Amendment).

<PAGE>

(c) Computations of hypothetical historical cumulative total
returns for the Separate Account Divisions under Contract
Form No. 98020 for the one and five year periods ended
December 31, 1998, and since inception. (To be filed by
Pre-Effective Amendment).

(d) Computations of hypothetical historical 30 day yield for
the Money Market Division and the [_____________________],
available under Contract Form No. 98020 for the one month
period ended December 31, 1998. (To be filed by Pre-
Effective Amendment).

(e) Computations of hypothetical historical seven day yield
and effective yield for the Money Market Divsion,
available under Contract Form No. 98020 for the seven day
period ended December 31, 1998. (To be filed by Pre-
Effective Amendment).

ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR

The directors, executive officers, and, to the extent responsible for
variable annuity operations, other officers of the depositor are listed below.

Positions and Offices
Name and Principal with the
Business Address Depositor
------------------- ---------------------------

David A. Fravel Director and
2727-A Allen Parkway Executive Vice President
Houston, Texas 77019

Robert F. Herbert, Jr. Director and
2727-A Allen Parkway Senior Vice President,
Houston, TX 77019 Treasurer and Controller

Royce G. Imhoff, II Director and Senior
2727-A Allen Parkway Vice President and
Houston, TX 77019 Chief Marketing Officer

John V. LaGrasse. Director, and
2929 Allen Parkway Executive Vice President-
Houston, TX 77019 Chief Systems Officer

Rodney O. Martin, Jr. Director, and
2727-A Allen Parkway Chairman
Houston, TX 77019

<PAGE>

Jon P. Newton Director and
2929 Allen Parkway Vice Chairman
Houston, TX 77019

Philip K. Polkinghorn Director,
2727-A Allen Parkway Executive Vice President
Houston, Texas 77019 and Chief Financial Officer

Gary D. Reddick Director and
2727-A Allen Parkway Executive Vice President
Houston, TX 77019

Ronald H. Ridlehuber Director, President and
2727-A Allen Parkway Chief Executive Officer
Houston, TX 77019

Wayne A. Barnard Senior Vice President
2727-A Allen Parkway and Chief Actuary
Houston, TX 77019

F. Paul Kovach, Jr. Senior Vice President-
2727-A Allen Parkway Broker Dealers and FIMG
Houston, TX 77019

Simon J. Leech Senior Vice President-
2727-A Allen Parkway Houston Service Center
Houston, TX 77019

Don M. Ward Senior Vice President-
2727-A Allen Parkway Variable Products-Marketing
Houston, TX 77019

Farideh Farrokhi Vice President & Assistant Controller-
2727-A Allen Parkway Financial Reporting and
Houston, TX 77019 Fund Accounting

Rosalia S. Nolan Vice President-
2727-A Allen Parkway Policy Administration
Houston, TX 77019

Larry M. Robinson Vice President-
2727-A Allen Parkway Variable Products-Marketing
Houston, TX 77019

Pauletta P. Cohn Secretary
2727-A Allen Parkway
Houston, TX 77019

Joyce R. Bilski Administrative Officer
2727-A Allen Parkway
Houston, TX 77019

<PAGE>

Timothy M. Donovan Administrative Officer
2727-A Allen Parkway
Houston, TX 77019

Karen Harper Administrative Officer
2727-A Allen Parkway
Houston, TX 77019

Laura Milazzo Administrative Officer
2727-A Allen Parkway
Houston, TX 77019

Patricia L. Myles Administrative Officer
2727-A Allen Parkway
Houston, TX 77019

Linda Price Administrative Officer
2727-A Allen Parkway
Houston, TX 77019

ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT

The following is a list of American General Corporation's subsidiaries as of
December 31, 1998. All subsidiaries listed are corporations, unless otherwise
indicated. Subsidiaries of subsidiaries are indicated by indentations and
unless otherwise indicated, all subsidiaries are wholly owned. Inactive
subsidiaries are denoted by an asterisk (*).

Jurisdiction of
Name Incorporation
---- ---------------

AGC Life Insurance Company................................... Missouri
American General Life and Accident Insurance Company/6/..... Tennessee
American General Exchange, Inc............................ Tennessee
Independent Fire Insurance Company........................ Florida
American General Property Insurance Company of Florida.. Florida
American General Life Insurance Company/7/.................. Texas
American General Annuity Service Corporation.............. Texas
American General Life Companies........................... Delaware
American General Life Insurance Company of New York....... New York
The Winchester Agency Ltd............................... New York
The Variable Annuity Life Insurance Company............... Texas
PESCO Plus, Inc/15/..................................... Delaware
The Variable Annuity Marketing Company.................. Texas
VALIC Investment Services Company....................... Texas
VALIC Retirement Services Company....................... Texas
VALIC Trust Company..................................... Texas

<PAGE>

American General Property Insurance Company................... Tennessee
The Franklin Life Insurance Company........................... Illinois
The American Franklin Life Insurance Company................ Illinois
Franklin Financial Services Corporation..................... Delaware
HBC Development Corporation................................... Virginia
Templeton American General Life of Bermuda, Ltd/14/........... Bermuda
Western National Corporation.................................. Delaware
WNL Holding Corp............................................ Delaware
American General Annuity Insurance Company/8/............. Texas
American General Assignment Corporation................... Texas
AGA Brokerage Services, Inc................................... Delaware
AGA Investment Advisory Services, Inc..................... Delaware
Independent Advantage Financial and Insurance Services, Inc. California
American General Financial Institution Group, Inc......... Delaware
WNL Insurance Services, Inc............................... Delaware
American General Corporation*.................................. Delaware
American General Delaware Management Corporation/1/............ Delaware
American General Finance, Inc.................................. Indiana
HSA Residential Mortgage Services of Texas, Inc............... Delaware
AGF Investment Corp........................................... Indiana
American General Auto Finance, Inc. .......................... Delaware
American General Finance Corporation/9/....................... Indiana
American General Finance Group, Inc......................... Delaware
American General Financial Services, Inc./10/............. Delaware
The National Life and Accident Insurance Company........ Texas
Merit Life Insurance Co..................................... Indiana
Yosemite Insurance Company.................................. Indiana
American General Finance, Inc................................. Alabama
American General Financial Center............................. Utah
American General Financial Center, Inc.*...................... Indiana
American General Financial Center, Incorporated*.............. Indiana
American General Financial Center Thrift Company*............. California
Thrift, Incorporated*......................................... Indiana
American General Investment Advisory Services, Inc.*........... Texas
American General Investment Holding Corporation/11/............ Delaware
American General Investment Management Corporation/11/......... Delaware
American General Realty Advisors, Inc.......................... Delaware
American General Realty Investment Corporation................. Texas
AGLL Corporation/12/.......................................... Delaware
American General Land Holding Company......................... Delaware
AG Land Associates, LLC/12/................................. California
GDI Holding, Inc.*/13/........................................ California
Pebble Creek Service Corporation.............................. Florida
SR/HP/CM Corporation.......................................... Texas
Green Hills Corporation........................................ Delaware
Knickerbocker Corporation...................................... Texas
American Athletic Club, Inc................................... Texas
Pavilions Corporation.......................................... Delaware

<PAGE>

USLIFE Corporation........................................... Delaware
All American Life Insurance Company......................... Illinois
American General Assurance Company.......................... Illinois
American General Indemnity Company........................ Nebraska
USLIFE Credit Life Insurance Company of Arizona........... Arizona
American General Life Insurance Company of Pennsylvania..... Pennsylvania
I.C. Cal*................................................... California
The Old Line Life Insurance Company of America.............. Wisconsin
The United States Life Insurance Company in the City
of New York............................................... New York
USLIFE Agency Services, Inc................................. Illinois
USMRP, Ltd................................................ Turks & Caicos
USLIFE Financial Institution Marketing Group, Inc........... California
USLIFE Insurance Services Corporation....................... Texas
USLIFE Realty Corporation................................... Texas
USLIFE Real Estate Services Corporation................. Texas
USLIFE Systems Corporation.................................. Delaware

American General Finance Foundation, Inc. is not included on this list. It is a
non-profit corporation.

NOTES

/1/ The following limited liability companies were formed in the State of
Delaware on March 28, 1995. The limited liability interests of each are
jointly owned by AGC and AGDMC and the business and affairs of each are
managed by AGDMC:

American General Capital, L.L.C.
American General Delaware, L.L.C.

/2/ On November 26, 1996, American General Institutional Capital A ("AG Cap
Trust A"), a Delaware business trust, was created. On March 10, 1997,
American General Institutional Capital B ("AG Cap Trust B"), also a
Delaware business trust, was created. Both AG Cap Trust A's and AG Cap
Trust B's business and affairs are conducted through their trustees:
Bankers Trust Company and Bankers Trust (Delaware). Capital securities of
each are held by non-affiliated third party investors and common
securities of AG Cap Trust A and AG Cap Trust B are held by AGC.

/3/ On November 14, 1997, American General Capital I, American General Capital
II, American General Capital III, and American General Capital IV
(collectively, the "Trusts"), all Delaware business trusts, were created.
Each of the Trusts' business and affairs are conducted through its
trustees: Bankers Trust (Delaware) and James L. Gleaves (not in his
individual capacity but solely as Trustee).

/4/ On July 10, 1997, the following insurance subsidiaries of AGC became the
direct owners of the indicated percentages of membership units of SBIL B,
L.L.C. ("SBIL B"), a U.S. limited liability company: VALIC (22.6%), FL
(8.1%), AGLA (4.8%) and AGL (4.8%).

<PAGE>

Through their aggregate 40.3% interest in SBIL B, VALIC, FL, AGLA and AGL
indirectly own approximately 28% of the securities of SBI, an English
company, and 14% of the securities of ESBL, an English company, SBP, an
English company, and SBFL, a Cayman Islands company. These interests are
held for investment purposes only.

/5/ Effective December 5, 1997, AGC and Grupo Nacional Provincial, S.A.
("GNP") completed the purchase by AGC of a 40% interest in Grupo Nacional
Provincial Pensions S.A. de C.V., a new holding company formed by GNP, one
of Mexico's largest financial services companies.

/6/ AGLA owns approximately 12% of Whirlpool Financial Corp. ("Whirlpool")
preferred stock. AGLA's holdings in Whirlpool represents approximately 3%
of the voting power of the capital stock of Whirlpool. The interests in
Whirlpool (which is a corporation that is not associated with AGC) are
held for investment purposes only.

/7/ AGL owns 100% of the common stock of American General Securities
Incorporated ("AGSI"), a full-service NASD broker-dealer. AGSI, in turn,
owns 100% of the stock of the following insurance agencies:

American General Insurance Agency, Inc. (Missouri)
American General Insurance Agency of Hawaii, Inc. (Hawaii)
American General Insurance Agency of Massachusetts, Inc. (Massachusetts)

In addition, the following agencies are indirectly related to AGSI, but
not owned or controlled by AGSI:

American General Insurance Agency of Ohio, Inc. (Ohio)
American General Insurance Agency of Texas, Inc. (Texas)
American General Insurance Agency of Oklahoma, Inc. (Oklahoma)
Insurance Masters Agency, Inc. (Texas)

AGSI and the foregoing agencies are not affiliates or subsidiaries of AGL
under applicable holding company laws, but they are part of the AGC group
of companies under other laws.

/8/ AGA Series Trust is a Massachusetts business trust, all of the shares of
which are held in the separate account of AGA for the benefit of AGA
variable annuity policyholders.

/9/ American General Finance Corporation is the parent of an additional 48
wholly-owned subsidiaries incorporated in 30 states and Puerto Rico for
the purpose of conducting its consumer finance operations, including those
noted in footnote 10 below.

/10/ American General Financial Services, Inc. is the parent of an additional 7
wholly-owned subsidiaries incorporated in 4 states and Puerto Rico for the
purpose of conducting its consumer finance operations.

/11/ American General Investment Management, L.P. is jointly owned by AGIHC and
AGIMC. AGIHC holds a 99% limited partnership interest, and AGIMC owns a 1%
general partnership interest.

<PAGE>

/12/ AG Land Associates, LLC is jointly owned by AGLH and AGLL. AGLH holds a
98.75% managing interest and AGLL owns a 1.25% managing interest.

/13/ AGRI owns only a 75% interest in GDI Holding, Inc.

/14/ AGCL owns 50% of the common stock of TAG Life. Franklin Resources, Inc., a
Delaware business corporation and financial services holding company,
through its subsidiary TGH Holdings, Ltd., a Bahamian business
corporation, owns the remaining 50% of TAG Life. Franklin Resources, Inc.
and TGH Holdings, Ltd. are not affiliated with AGC.

/15/ VALIC holds 900 (90%) of the outstanding common shares. The Florida
Education Association/United, a Florida teachers union and unaffiliated
third party, holds the remaining 100 (10%) of the outstanding common
shares.

All of the subsidiaries of AGL are included in its consolidated financial
statements, which are filed in Part B of this Registration Statement.

ITEM 27. NUMBER OF CONTRACT OWNERS

As of December 31, 1998, there were no owners of Contracts offered by this
Registration Statement.

ITEM 28. INDEMNIFICATION

AGL's By-Laws, as amended, include provisions concerning the
indemnification of its officers and directors, and certain other persons, which
provide in substance as follows:

Article XI of AGL's By-Laws provide, in part, that AGL, except to the
extent expressly prohibited by the Texas Business Corporation law or Texas
Insurance law, shall have the power to indemnify each person made or threatened
to be made a party to or called as a witness in or asked to provide information
in connection with any pending or threatened action, proceeding, hearing or
investigation, whether civil or criminal, and whether judicial, quasi-judicial,
administrative, or legislative, and whether or not for or in the right of AGL or
any other enterprise, by reason of the fact that such person or such person's
testator or intestate is or was a director or officer of AGL, or is or was a
director or officer of AGL who also serves or served at the request of AGL, any
other corporation, partnership, joint venture, trust, employee benefit plan or
otherwise enterprise in any capacity, against judgments, fines, penalties,
amounts paid in settlement and reasonable expenses, including attorneys' fees,
incurred in connection with such action or proceeding, or any appeal therein,
provided that no such indemnification shall be made if a judgment or other final
adjudication adverse to such person establishes that his or her acts were
committed in a bad faith or were the result of active and deliberate dishonesty
and were material to the cause of action so adjudicated, or that he or she
personally gained in fact a financial profit or other advantages to which he or
she was not legally entitled, and provided further that no such indemnification
shall be required with respect to any settlement or other nonadjudicated
disposition of any threatened or pending action or proceeding unless AGL has
given its prior consent to such settlement or other disposition.

<PAGE>

Under Article XI, AGL shall advance or promptly reimburse, upon request of
any person entitled to indemnification, all expenses, including attorneys' fees,
reasonably incurred in defending any action or proceeding in advance of its
final disposition upon receipt of a written undertaking by or on behalf of such
person to repay such amount if such person is ultimately found not to be
entitled to indemnification or, where indemnification is granted, to the extent
the expenses so advanced or reimbursed exceed the amount to which such person is
entitled, provided, however, that such person shall cooperate in good faith with
any request by AGL that common counsel be utilized by the parties to an action
or proceeding who are similarly situated unless to do so would be inappropriate
due to a actual or potential differing interests between or amount such parties.

AGL agrees under Article XI that it shall not, except by elimination or
amendment of the By-Laws, take any corporate action or enter into any agreement
which prohibits, or otherwise limits the rights of any person to,
indemnification in accordance with the provisions of the By-Laws. The
indemnification of any person provided by the By-Laws shall continue after such
person has ceased to be a director or officer of AGL and shall inure to the
benefit of such person's heirs, executors, administrators and legal
representatives.

AGL is authorized to enter into agreements with any of its directors,
officers or employees extending rights to indemnification and advancement of
expenses to such person to the fullest extent permitted by applicable law, but
the failure to enter into any such agreement shall not affect or limit the
rights of such person pursuant to the By-Laws.

A person who has been successful, on the merits or otherwise, in the
defense of a civil or criminal action or proceeding of the character described
in Article XI of AGL's By-Laws shall be entitled to indemnification as
authorized by Article XI. Except as provided in the preceding sentence and
unless ordered by a court, any indemnification under Article XI shall be made by
AGL if, and only if, authorized in the specific case:

(1) By the Board of Directors acting by a quorum consisting of directors
who are not parties to such action or proceeding upon a finding that
the director or officer has met the standard of conduct set forth in
the first paragraph of Article XI (and which is described in the
first paragraph of this Item 28); or

(2) If such a quorum is not obtainable or, even if obtainable, a quorum of
disinterested directors so directs;

(a) By the Board of Directors upon the opinion in writing of
independent legal counsel that indemnification is proper in the
circumstances because the standard of conduct set forth in the
first paragraph of Article XI has been met by such director or
officer; or

(b) By the shareholders upon a finding that the directors or officer
has met the applicable standard of conduct set forth in such
paragraph.

AGL shall make no payments under Article XI until it shall have complied
with all provisions then in force of Texas Insurance law with respect to
indemnification.

<PAGE>

Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to Directors, Officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.

In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a
Director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such Director, officer
or controlling person in connection with the securities being registered, the
Registrant 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 the Act and will be governed by the final adjudication of such
issue.

ITEM 29. PRINCIPAL UNDERWRITERS

(a) Registrant's principal underwriter, American General Securities
Incorporated, also acts as principal underwriter for American General Life
Insurance Company Separate Account A, American General Life Insurance
Company Separate Account VL-R, and American General Life Insurance Company
of New York Separate Account E.

(b) The directors and principal officers of the principal underwriter are:

Position and Offices
with Underwriter,
Name and Principal American General
Business Address Securities Incorporated
----------------- -----------------------

F. Paul Kovach, Jr. Director and President
American General Securities
Incorporated
2727 Allen Parkway
Houston, TX 77019

Royce G. Imhoff, II Director
American General Life
Companies
2727-A Allen Parkway
Houston, Texas 77019

Rodney O. Martin, Jr. Director and Chairman
American General Life
Companies
2727-A Allen Parkway
Houston, TX 77019

<PAGE>

Robert F. Herbert Senior Vice President and Treasurer
American General Life
Companies
2727-A Allen Parkway
Houston, Texas 77019

John A. Kalbaugh Vice President - Marketing
American General Life
Companies
2727-A Allen Parkway
Houston, TX 77019

Robert M. Roth Vice President -
American General Securities Administration and Compliance
Incorporated
2727 Allen Parkway
Houston, TX 77019

Pauletta P. Cohn Secretary
American General Life
Companies
2727-A Allen Parkway
Houston, TX 77019

Kenneth D. Nunley Associate Tax Officer
2727-A Allen Parkway
Houston, TX 77019

ITEM 30. LOCATION OF RECORDS

All records referenced under Section 31(a) of the 1940 Act, and Rules 31a-
1 through 31a-3 thereunder, are maintained and in the custody of American
General Life Companies at its principal executive office located at 2727-A Allen
Parkway, Houston, Texas 77019.

ITEM 31. MANAGEMENT SERVICES

Not Applicable.

<PAGE>

ITEM 32. UNDERTAKINGS

The Registrant undertakes: A) to file a post-effective amendment to this
Registration Statement as frequently as is necessary to ensure that the audited
financial statements in the Registration Statement are never more than 16 months
old for so long as payments under the Contracts may be accepted; B) to include
either (1) as part of any application to purchase a Contract offered by a
prospectus, a space that an applicant can check to request a Statement, or (2) a
toll-free number or a post card or similar written communication affixed to or
included in the applicable prospectus that the applicant can remove to send for
a Statement; C) to deliver any Statement and any financial statements required
to be made available under this form promptly upon written or oral request.

REPRESENTATION REGARDING THE REASONABLENESS OF AGGREGATE FEES AND CHARGES
DEDUCTED UNDER THE CONTRACTS PURSUANT TO SECTION 26(e)(2)(A) OF THE INVESTMENT
COMPANY ACT OF 1940

AGL represents that the fees and charges deducted under the Contract that
is identified as Contract 98020 and comprehended 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 AGL under the
Contract. AGL bases its representation on its assessment of all of the facts
and circumstances, including such relevant factors, as; the nature and extent of
such services, expenses and risks; the need for AGL to earn a profit; the degree
to which the Contract includes innovative features; and the regulatory standards
for exemptive relief under the Investment Company Act of 1940 used prior to
October 1996, including the range of industry practice. This representation
applies to all Contracts sold pursuant to this Registration Statement, including
those sold on the terms specifically described in the prospectus contained
herein, or any variations therein, based on supplements, endorsements, or riders
to any Contracts or prospectuses, or otherwise.

<PAGE>

POWERS OF ATTORNEY

Each person whose signature appears below hereby appoints Robert F.
Herbert, Jr., Gary D. Reddick and Pauletta P. Cohn and each of them, any one of
whom may act without the joinder of the others, as his/her attorney-in-fact to
sign on his/her behalf and in the capacity stated below and to file all
amendments to this Registration Statement, which amendment or amendments may
make such changes and additions to this Registration Statement as such attorney-
in-fact may deem necessary or appropriate.

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant, American General Life Insurance Company Separate Account
D, has duly caused this Registration Statement to be signed on its behalf, in
the City of Houston, and State of Texas on this 15th day of January, 1999.

AMERICAN GENERAL LIFE INSURANCE
COMPANY
SEPARATE ACCOUNT D
(Registrant)

BY: AMERICAN GENERAL LIFE INSURANCE
COMPANY
(On behalf of the Registrant and itself)

BY: /s/ Philip K. Polkinghorn .
-----------------------------------------
Philip K. Polkinghorn.
Executive Vice President and
Chief Financial Officer

BY: /s/ Robert F. Herbert, Jr. .
-----------------------------------------
Robert F. Herbert, Jr.
Senior Vice President, Treasurer and
Controller
[SEAL]

ATTEST: /s/ Pauletta P. Cohn
------------------------------
Pauletta P. Cohn
Secretary
<PAGE>

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following officers and directors
of American General Life Insurance Company in the capacities and on the dates
indicated.

Signature Title Date
- --------- ----- ----

/s/ Ronald H. Ridlehuber Director, President and CEO January 15, 1999
- -------------------------
Ronald H. Ridlehuber

/s/ Philip K. Polkinghorn Director, Executive Vice President January 15, 1999
- ------------------------- and Chief Financial Officer
Philip K. Polkinghorn

/s/ Robert F. Herbert, Jr. Director, Senior Vice President, January 15, 1999
- -------------------------- Treasurer and Controller
Robert F. Herbert, Jr.

/s/ David A. Fravel Director January 15, 1999
- --------------------------
David A. Fravel

/s/ Royce G. Imhoff, II Director January 15, 1999
- --------------------------
Royce G. Imhoff, II

/s/ John V.LaGrasse Director January 15, 1999
- --------------------------
John V. LaGrasse

/s/ Rodney O. Martin, Jr. Director January 15, 1999
- --------------------------
Rodney O. Martin, Jr.

Director
- --------------------------
Jon P. Newton

/s/ Gary D. Reddick Director January 15, 1999
- --------------------------
Gary D. Reddick
<PAGE>

EXHIBIT INDEX

99(3)(a) Distribution Agreement By and Among American General Life Insurance
Company and American General Securities Incorporated

99(4)(a) Form of Annuity Contract Form No. 98020.

99(5)(a) Form of Application for Contract (Form No. L9-223-98).

99(8)(b) Administrative Services Agreement dated as of June 1, 1998, between
American General Life Insurance Company and AIM Advisors, Inc.

(c) Administrative Services Agreement dated as of August 11, 1998,
between American General Life Insurance Company and The Dreyfus
Corporation, as amended by that Amendment to Agreement dated as
effective as of December 1, 1998.

(d) Form of Administrative Services Agreement between American General
Life Insurance Company and Franklin Templeton Services, Inc.

(e) Form of Administrative Services Agreement between American General
Life Insurance Company and Morgan Stanley Dean Witter Investment
Management Inc.

(f) Form of Administrative Services Agreement between American General
Life Insurance Company and SAFECO Asset Management Company.

(g) Form of Administrative Services Agreement between American General
Life Insurance Company and Van Kampen Asset Management, Inc.

<PAGE>

EXHIBIT 99(3)(a)

AMENDED AND RESTATED
DISTRIBUTION AGREEMENT
BETWEEN
AMERICAN GENERAL LIFE INSURANCE COMPANY
AND
AMERICAN GENERAL SECURITIES INCORPORATED

THIS AMENDED AND RESTATED DISTRIBUTION AGREEMENT (this "Agreement") is made by
and between AMERICAN GENERAL LIFE INSURANCE COMPANY, a Texas corporation (the
"Company") and AMERICAN GENERAL SECURITIES INCORPORATED, a Texas corporation
("AGSI" or "Distributor").

RECITALS:

WHEREAS, Company and AGSI have previously entered into a Distribution Agreement
(the Distribution Agreement, as amended by that certain First Amendment dated
effective as of March 2, 1998 is hereinafter called the "Prior Distribution
Agreement") designed for the promotion by AGSI of the sale of AGL's variable
annuity and variable life insurance contracts ; and

WHEREAS, the parties now desire to restate the terms of the Prior Distribution
Agreement and to amend the same to provide a revised schedule of compensation
for each of AGL's variable annuity and variable life insurance contracts offered
by AGL and promoted by AGSI, as set forth in the Agreement;

NOW THEREFORE, in consideration of the mutual covenants herein contained and
other good and valuable consideration, the receipt whereof is hereby
acknowledged, the parties hereto agree as follows:

FIRST: The Company hereby grants AGSI a non-exclusive right to promote the sale
of the Company's variable life insurance policies and certificates and variable
annuity contracts and certificates, as applicable, listed on Schedule A attached
hereto and made a part hereof (the "Contracts") to the public through investment
dealers which are members of the National Association of Securities Dealers,
Inc. (or exempt from such registration) in U. S. states where the Company is
licensed. The Company and AGSI agree that upon thirty (30) days written notice
to AGSI by the Company, the Company may revise Schedule A to include additional
registered products of the Company; provided, however, that AGSI shall have the
right to reject such revisions to Schedule A, by so advising the Company in
writing within such thirty (30) days notice period.

SECOND: AGSI hereby accepts the grant made herein for the sale of the Contracts
and agrees that it will use its best efforts to promote the sale of such
Contracts; provided, however, that:

A. AGSI may, and when requested by the Company, shall suspend its efforts
to promote the sale of the Contracts at any time AGSI or the Company
believes sales should be suspended because of market conditions, other
economic considerations, or other circumstances of any kind; and
B. The Company may withdraw the offering of the Contracts at any time.

Page 1 of 5 Pages
<PAGE>

THIRD: The Company shall bear:

A. The expenses of printing and distributing registration statements and
prospectuses of the Separate Account and the Contracts;

B. The expenses of state and federal qualification of such contracts for
sale in connection with such offerings;

C. All legal expenses in connection with the foregoing; and

D. Any other expenses which may be deemed mutually appropriate.

FOURTH: The solicitation of the Contracts shall be made by investment dealers
or their sales representatives who are also life insurance and variable contract
licensed agents appointed to represent the Company.

AGSI shall bear such costs of obtaining insurance department licenses and
appointment fees for registered representatives as may be mutually agreed upon
between the parties hereto from time to time. For its costs in the promotion of
the sale of the Contracts, including its administrative and ministerial costs,
AGSI shall receive the percentage of gross purchase payments received by the
Company or of the accumulation value held by the Company, as indicated in
Schedule A.

FIFTH: The Company agrees to maintain all books and records in connection with
the sale of the Contracts on behalf of AGSI in conformity with the requirements
of Rules 17a-3 and 17a-4 under the Securities Exchange Act of 1934, to the
extent that such requirements are applicable to the Contracts.

SIXTH: A transaction statement for each purchase payment for a Contract will be
sent to the Contract owner by the Company as required. The transaction
statement will reflect the facts of the transaction.

SEVENTH: The Company and AGSI shall each comply with all applicable federal and
state laws, rules, and regulations governing the issuance and sale of the
Contracts.

EIGHTH: The Company agrees to indemnify AGSI against any and all claims,
liabilities, and expenses which AGSI may incur due to any alleged untrue
statements of a material fact, or any alleged omission to state a material fact
in the registration statement or prospectus of the Company's Separate Account(s)
used in connection with the offering and sale of the Contracts. AGSI agrees to
indemnify the Company against any and all claims, demands, liabilities, and
expenses which the Company may incur arising out of or based upon any act of an
employee of AGSI.

NINTH: Nothing contained herein shall require the Company or AGSI to take any
action contrary to any provision of its charter or any applicable statutes,
regulation, or rule of the National Association of Securities Dealers, Inc.

Page 2 of 5 Pages
<PAGE>

TENTH: This Agreement shall supersede all prior agreements of the parties,
whether written or oral, with respect to sale of the Contracts issued on or
after the effective date of this Agreement.

ELEVENTH: This Agreement shall become effective as of October 15, 1998, and
shall continue in force and effect from year to year thereafter.

TWELFTH: This Agreement may be terminated at any time by either party, without
the payment of any penalty, upon thirty (30) days prior notice in writing to the
other party.

THIRTEENTH: This Agreement shall be binding upon the successors and assigns of
the parties hereto.

FOURTEENTH: Any notice under this Agreement shall be in writing addressed,
delivered, or mailed, postage paid, to the other party at such address as such
other party may designate for the receipt of such notices.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in duplicate.

AMERICAN GENERAL LIFE INSURANCE COMPANY

By: /s/ Don M. Ward Date: 01/04/99
---------------------------- ------------------------
Don M. Ward, Senior Vice President-
Variable Contracts

AMERICAN GENERAL SECURITIES INCORPORATED

By /s/ F. Paul Kovach Date: 01/05/99
------------------ ------------------------
F. Paul Kovach, President

Page 3 of 5 Pages
<PAGE>

SCHEDULE A

This Schedule A governs the compensation to be paid by Company in connection
with the Contracts identified below, issued in accordance with this Agreement.
The compensation set forth below shall be paid semi-monthly unless otherwise
agreed to in writing signed by Company and AGSI. All capitalized terms not
otherwise defined below shall have the same meaning as in this Agreement or as
in the Contracts, as applicable.

1. SELECT RESERVE(SM) FLEXIBLE PAYMENT VARIABLE AND FIXED INDIVIDUAL DEFERRED
ANNUITY, FORM NO. 97505 (EFFECTIVE OCTOBER 15, 1998 THROUGH DECEMBER 27,
1998):

. SCHEDULE 1: Payable to Broker-Dealer:

1.9040% of all Purchase Payments received, plus
0.09504% Trail Commission commencing at the end of the 12th
month after receipt of the initial Purchase Payment.

Payable to Distributor:

0.0960% of all Purchase Payments received, plus
0.00496% Trail Commission commencing at the end of the 12th
month after receipt of the initial Purchase Payment.

. SCHEDULE 2: Payable to Broker-Dealer:

0.38100% of all Purchase Payments received, plus
0.38016% Trail Commission commencing at the end of the 12th
month after receipt of the initial Purchase Payment.

Payable to Distributor:

0.0190% of all Purchase Payments received, plus
0.01984% Trail Commission commencing at the end of the 12th
month after receipt of the initial Purchase Payment.

As used above, the term "Trail Commission" refers to an amount equal to an
annual percentage of the Contract Account Value. Trail Commissions will be
initially calculated as of the date specified above. Once commenced, Trail
Commission shall be computed on each quarterly Contract anniversary by
multiplying 0.025% in the case of Schedule 1, and 0.100% in the case of
Schedule 2, by the Contract Account Value computed on each quarterly Contract
anniversary. Trail Commissions shall be paid at the calendar quarter end
which follows the computation of the trail commission. The Trail Commissions
will continue until annuitization, surrender, or death which requires
distribution of the Contract Account Value.

2. SELECT RESERVE(SM) FLEXIBLE PAYMENT VARIABLE AND FIXED INDIVIDUAL DEFERRED
ANNUITY, FORM NO. 97505 (EFFECTIVE DECEMBER 27, 1998, SCHEDULES 1 AND 2 ABOVE
ARE REPLACED WITH THE FOLLOWING):

Payable to Broker-Dealer: 0%

Payable to Distributor: 0%

Page 4 of 5 Pages
<PAGE>

3. PLATINUM INVESTOR I(SM) FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICIES,
FORM NO. 97600:

Payable to Broker-Dealer:

90% of premiums paid in the first Policy year, up to target; 4% of
premiums not in excess of target paid in Policy years 2-10; 2.5% of
all premiums in excess of target paid in years 1-10; 0.25% annually of
all Policies' accumulation value (reduced by any outstanding loans) in
Policy years 11+.

Payable to Distributor: 0%

4. PLATINUM INVESTOR II (SM) FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICIES,
FORM NO. 97610:

Payable to Broker-Dealer:

20% of all premiums paid in the first Policy year up to target; 12% of
all premiums not in excess of target paid in Policy years 2-7; 2.5% on
all premiums in excess of the target amount received in Policy years
1-7; 0.25% of all Policies' accumulation value (reduced by any
outstanding loans) in Policy years 8+

Payable to Distributor: 0%

5. LEGACY PLUS(SM) VARIABLE LIFE INSURANCE POLICIES, FORM NO. 98615:

Payable to Broker-Dealer:

2.5% of the Policy's accumulation value (reduced by any outstanding
loan) in Policy year 1 paid at the end of each of the first four
quarters at the rate of 0.625% per quarter, plus 1.0% Trail
Commission commencing at the end of the first quarter of Policy year 2
through the last quarter of year 10, plus 0.50% Trail Commission at
the end of the first quarter of Policy year 11 through the last
quarter of year 20, plus 0.25% Trail Commission commencing at the end
of the first quarter of Policy year 21 and each quarter thereafter.

Trail Commission Quarterly Rates
Year 2 through 10 - 0.25%
Years 11 through 20 - 0.125%
Years 21 and thereafter - 0.0625%

Trail Commissions shall be paid at the calendar quarter end which
follows the computation of the Trail Commission. The Trail Commission
will continue until annuitization, surrender, or death which requires
distribution of the Contract Account Value.

Payable to Distributor: 0%

Page 5 of 5 Pages

<PAGE>

EXHIBIT 99(4)(a)

AMERICAN GENERAL LIFE

Insurance Company

Unless otherwise directed by the Owner, We will pay a monthly income to the
Annuitant if living on the Annuity Commencement Date. The dollar amounts of
such payments will be determined on the basis of the provisions of this
Contract. The first payment will be payable on the Annuity Commencement Date.
Subsequent payments will be payable on the corresponding day of each month
thereafter in accordance with the provisions of this Contract.

ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT, WHEN BASED ON THE INVESTMENT
EXPERIENCE OF A SEPARATE ACCOUNT ARE VARIABLE, MAY INCREASE OR DECREASE AND ARE
NOT GUARANTEED AS TO AMOUNT. SEE THE "SEPARATE ACCOUNT" AND "VARIABLE ANNUITY
PAYMENTS" PROVISIONS IN THIS CONTRACT.

CANCELLATION RIGHT. YOU MAY RETURN THIS CONTRACT FOR CANCELLATION TO US OR TO
THE SALES REPRESENTATIVE THROUGH WHOM IT WAS PURCHASED, WITHIN 10 DAYS AFTER
DELIVERY. UPON SURRENDER OF THIS CONTRACT WITHIN THE 10 DAY PERIOD, WE WILL
REFUND THE SUM OF YOUR ACCOUNT VALUE AT THE END OF THE VALUATION PERIOD IN WHICH
YOUR REQUEST IS RECEIVED, PLUS ANY PREMIUM TAXES OR OTHER APPLICABLE TAX CHARGES
THAT HAVE BEEN DEDUCTED.

This is an INDIVIDUAL FLEXIBLE PAYMENT VARIABLE and FIXED DEFERRED ANNUITY
CONTRACT. NONPARTICIPATING - NOT ELIGIBLE FOR DIVIDENDS.

SIGNED AT THE HOME OFFICE ON THE DATE OF ISSUE.

/s/ Pauletta P. Cohn /s/ Ronald H. Ridlehuber
Secretary President

READ YOUR CONTRACT CAREFULLY

[LOGO OF AMERICAN GENERAL APPEARS HERE]

A STOCK COMPANY

A Subsidiary of American General Corporation

Home Office: Houston, Texas

2727-A Allen Parkway . P.O. Box 1401 . Houston, TX 77251-1401 . (713) 522-1111
<PAGE>

INDEX

Page
----
Account Value.......................................................... 4
Accumulation Units..................................................... 12
Allocation of Purchase Payments........................................ 8
Annuity Options........................................................ 22
Annuity Tables......................................................... 23
Annuity Units.......................................................... 21
Automatic Rebalancing.................................................. 14
Beneficiary............................................................ 4
Change of Investments or Investment Policy............................. 7
Contingent Annuitant................................................... 4
Death Proceeds......................................................... 18
Definitions............................................................ 4
Divisions.............................................................. 12
Dollar Cost Averaging.................................................. 14
Fixed Account Value.................................................... 11
General Provisions..................................................... 7
Guaranteed Interest Rates.............................................. 12
Guarantee Periods...................................................... 11
Net Investment Factor.................................................. 12
One-Time Reinstatement Privilege....................................... 18
Ownership Provisions................................................... 9
Payment and Deferment.................................................. 15
Payment of Benefits.................................................... 20
Premium Taxes.......................................................... 9
Purchase Payments...................................................... 8
Schedule Page.......................................................... 3
Separate Account....................................................... 12
Surrenders............................................................. 15
Full Surrender........................................................ 15
Partial Withdrawals................................................... 16
Surrender Charge...................................................... 16
Surrender Charge Exceptions........................................... 17
Free Withdrawal Privilege............................................. 17
Tax Charge............................................................. 18
Transfers.............................................................. 13
Variable Annuity Payments.............................................. 21

Page 2
<PAGE>

AMERICAN GENERAL LIFE INSURANCE COMPANY

SCHEDULE PAGE

Initial Purchase Payment: $5,000

Minimum Additional Purchase Payments:: [$ 100]

Additional Benefits: NONE

Maximum Asset Charge Factors (Separate Account Only) Annual Rate: 1.35%

Maximum Transfer Charge: $ 25

Issue Age: 35

Annuity Commencement Date: December 1, 2028

Initial Allocation: Separate Account D:

Net Dollar
Amount of
SEPARATE ACCOUNT DIVISIONS Percentage Allocations
[Money Market 00% $ 00
AIM V.I. International Equity 50% $2,500
AIM V.I. Value 00% $ 00
International Equities 00% $ 00
Mid Cap Index 00% $ 00
Stock Index 00% $ 00
Socially Responsible Growth 00% $ 00
Small Cap 00% $ 00
Quality Bond 00% $ 00
MFS Emerging Growth 00% $ 00
Equity Growth 00% $ 00
High Yield 00% $ 00
Equity 00% $ 00
Growth 00% $ 00
Templeton Asset Allocation 00% $ 00
Templeton International 00% $ 00
Strategic Stock 00% $ 00

FIXED ACCOUNT - 1 YEAR GUARANTEE PERIOD 50% $2,500]
----- ------
TOTAL ALLOCATIONS 100% $5,000

Annuitant: John Doe Contract Number: 123456
Contract Owner: John Doe Date of Issue: December 1, 1998
Contract Jurisdiction: (State Name) This is a (Sex Distinct) Contract

Page 3
<PAGE>

DEFINITIONS

WE, OUR, US, OR COMPANY. American General Life Insurance Company.

YOU, YOUR, OWNER. The Owner of this Contract. The Owner is the person,
persons, or entity entitled to the ownership rights stated in this Contract.
The Owner may designate a trustee or custodian of a retirement plan which meets
the requirements of Section 401, Section 408(c), or Section 408(k) of the
Internal Revenue Code to serve as legal owner of assets of a retirement plan,
but the term Owner as used herein, shall refer to the person or organization
entering into this Contract.

ACCOUNT. Any of the Divisions or the Fixed Account.

ACCOUNT VALUE. The sum of the Fixed Account Value and the Separate Account
Value after deduction of any fees. The Fixed Account Value is the sum of Net
Purchase Payments and transfers into the Fixed Account, plus accumulated
interest, less any partial withdrawals and transfers out of the Fixed Account.
The Separate Account Value is the sum of the values of the Separate Account
Divisions. The value of a Separate Account Division is the value of a
Division's Accumulation Unit multiplied by the number of Accumulation Units in
that Division.

ACCUMULATION PERIOD. The period during which Net Purchase Payments are applied
under this Contract.

ACCUMULATION UNIT. An accounting unit of measure used to calculate the value of
a Division of this Contract before annuity payments begin.

AGE. Age last birthday unless otherwise stated.

ANNUITANT. The person upon whose date of birth and sex income payments are
based. (Upon whose date of birth income payments are based if issued on a
Unisex basis). The Annuitant's name is shown on Page 3.

ANNUITY COMMENCEMENT DATE. The date on which We begin making payments under the
Annuity Payment Option unless a lump-sum distribution is elected instead.

ANNUITY PAYMENT OPTIONS. Options available to an Owner or a Beneficiary for
payment of benefits in lieu of payment in one sum.

ANNUITY UNIT. A unit of measurement to calculate variable annuity payments.

BENEFICIARY. The person entitled to receive benefits in the event the Owner or
Annuitant dies. If no named Beneficiary is living at the time any payment is to
be made, the Owner shall be the Beneficiary, or if the Owner is not living, the
Owner's estate shall be the Beneficiary.

CONTINGENT ANNUITANT. A person named by the Owner of a Non-Qualified Contract
to become the Annuitant if : (1) the Annuitant dies before the Annuity
Commencement Date; and (2) the Contingent Annuitant is then living.

A Contingent Annuitant may not be named except at the time of application. Once
named, the choice may not be revoked or replaced. If a Contingent Annuitant
dies, a new Contingent Annuitant may not be named. After Annuity Payments
start, a Contingent Annuitant may not become the Annuitant.

CONTINGENT BENEFICIARY. A person named by the Owner to receive benefits in the
event a designated Beneficiary is not living at the time of the Owner's or
Annuitant's death.

CONTRACT. An individual annuity Contract offered by the Prospectus.

CONTRACT ANNIVERSARY. Each anniversary of the Date of Issue of this Contract.

CONTRACT YEAR. A period of 12 consecutive months beginning on the Date of Issue
or any anniversary thereof.

Page 4
<PAGE>

DATE OF ISSUE. The date on which this Contract becomes effective as shown on
Page 3.

DIVISION. A separate and distinct division of the Separate Account, to which
specific underlying shares of a Variable Fund, as hereinafter defined, are
allocated and for which Accumulation Units and Annuity Units are separately
maintained.

FIXED ACCOUNT. An account under this contract that is a part of the general
account of the Company. It is not part of the assets of the Separate Account.
The assets of the general account are subject to the claims of general creditors
of the Company.

FIXED ANNUITY OPTION. An Annuity Option with payments which do not vary with
investment performance as to dollar amount.

GUARANTEE PERIOD. The period for which a Guaranteed Interest Rate is credited.

GUARANTEED INTEREST RATE. The minimum rate We may use to credit interest on an
effective annual basis during any Guarantee Period.

HOME OFFICE. Our office at 2727-A Allen Parkway, Houston, Texas 77019-2115; 1-
713-522-1111; Mailing Address P.O, Box 1401, Houston, Texas 77251-1401.

ISSUE AGE. Age last birthday on the Date of Issue. (If the Date of Issue
occurs on the Annuitant's birthday, "last birthday" will mean the birthday
occurring on the Date of Issue).

NET ASSET VALUE PER SHARE. The net assets of a Variable Fund divided by the
number of shares in the Variable Fund.

NET PURCHASE PAYMENT. The gross amount of a Purchase Payment less any Premium
Taxes or other applicable tax charges deducted at the time a Purchase Payment is
made.

NON-QUALIFIED CONTRACT. A Contract that does not qualify for the special
federal income tax treatment applicable in connection with retirement plans.

OWNER'S ACCOUNT. An account to which each Purchase Payment is credited by the
Company on behalf of an Owner. The term "Owner" means either one person, or
joint ownership by two or more persons.

PAYEE. A person who is to receive annuity payments, surrender proceeds or death
proceeds under this Contract.

PAYOUT PERIOD. The period, starting with the Annuity Commencement Date, during
which Annuity Payments are made by the Company.

PREMIUM TAX. The amount of tax, if any, charged by a state or municipality on
Purchase Payments or Contract values.

PURCHASE PAYMENT. An amount paid to the Company as consideration for the
benefits described herein.

QUALIFIED CONTRACT. A Contract that is qualified for the special federal income
tax treatment applicable in connection with certain retirement plans.

SEPARATE ACCOUNT. A segregated investment account entitled "Separate Account D"
established by the Company to separate the assets funding the variable benefits
for the class of contracts to which this Contract belongs from the other assets
of the Company. That portion of the assets of the Separate Account equal to the
reserves and other contract liabilities with respect to the Separate Account
shall not be chargeable with liabilities arising out of any other business We
may conduct. Income, gains and losses, whether or not realized, from assets
allocable to the Separate Account, are credited to or charged against such
account without regard to Our other income, gains or losses.

Page 5
<PAGE>

UNIT VALUE. The value of: (1) an Accumulation Unit as described in the
Accumulation Units provision; or (2) an Annuity Unit as described in the
"Annuity Units" provision.

VALUATION DATE. Any day on which We are open for business except, with respect
to any Division, a day on which the related Variable Fund does not value its
shares.

VALUATION PERIOD. The period that starts at the close of regular trading on the
New York Stock Exchange on a Valuation Date and ends at the close of regular
trading on the Exchange on the next Valuation Date.

VARIABLE ANNUITY OPTION. An Annuity Option under which We promise to pay the
Annuitant or other properly designated Payee, one or more payments which vary in
amount in accordance with the net investment experience of one or more
applicable Divisions selected to measure the value of this Contract.

VARIABLE FUND. An individual investment fund or a series of an individual
investment fund in which a Division invests.

WRITTEN, IN WRITING. A written request or notice in acceptable form and
content, which is signed and dated, and received at Our Home Office.

Page 6
<PAGE>

GENERAL PROVISIONS

ENTIRE CONTRACT. This Contract, endorsements if any, and a copy of the
Application, if attached, is the entire Contract. All statements made by this
Contract Owner or Annuitant will be deemed representations and not warranties.
No statement will be used to reduce a claim under this Contract unless it is in
writing and made a part of this Contract.

NOT CONTESTABLE. This Contract is not contestable.

GUARANTEES. Subject to the Net Investment Factor provision of this Contract, We
guarantee that the dollar amount of variable annuity payments made during the
lifetime of the Payee(s) will not be adversely affected by Our actual mortality
experience or by the actual expenses incurred by Us in excess of the expense
deductions provided for in this Contract.

SETTLEMENT. All benefits under this Contract are payable from Our Home Office.

NONPARTICIPATING. This Contract is nonparticipating and does not share in Our
divisible surplus or earnings.

CHANGE OF INVESTMENTS OR INVESTMENT POLICY. Unless otherwise required by
law or regulation, the investment advisor or any investment policy may not be
changed without Our consent. If required, approval of or change of any
investment objective will be filed with the Insurance Department of the state
where this Contract is delivered. You will be notified of any material
investment policy change which has been approved. Notification of an investment
policy change will be given in advance to those Owners who have the right to
comment on or vote on such change.

Any substitution of the underlying investments of any Division will comply with
all applicable requirements of the Investment Company Act of 1940 and rules
thereunder.

RIGHTS RESERVED BY US. Upon notice to You, this Contract may be modified by Us,
but only if such modification is necessary to:

(1) Reflect a change in the Separate Account or any Division thereunder;

(2) Create new Separate Accounts;

(3) Operate the Separate Account in any form permitted under the Investment
Company Act of 1940 or in any other form permitted by law;

(4) Transfer any assets in any Division to another Division, or to one or more
other separate accounts, or to the Fixed Account;

(5) Add, combine or remove Divisions in the Separate Account, or combine the
Separate Account with another separate account;

(6) Add, restrict or remove Guarantee Periods of the Fixed Account;

(7) Make any new Division available to You on a basis to be determined by Us;

(8) Substitute for the shares held in any Division, the shares of another
Variable Fund or the shares of another investment company or any other
investment permitted by law;

Page 7
<PAGE>

(9) Make any changes as required by the Internal Revenue Code or by any other
applicable law, regulation or interpretation in order to continue
treatment of this Contract as an annuity; or

(10) Make any changes required to comply with rules of any Variable Fund.

When required by law, We will obtain Your approval of changes and We will gain
approval from any appropriate regulatory authority.

CHANGING THE TERMS OF YOUR CONTRACT. Any change in Your Contract must be
approved by one of Our officers. No other person has the authority to make any
changes or waive any of the terms of Your Contract.

TERMINATION. This Contract will remain in force until surrendered, or until all
annuity payments have been made, or upon the payment of the death proceeds,
except as follows:

If the Owner's Account Value is less than $500, We may, at Our discretion,
cancel this Contract upon 60 days' Written notice to the Owner. Such
cancellation would be considered a full surrender of this Contract.

If the Owner's Account Value in any Division (except the Money Market Division)
falls below $500, We reserve the right to transfer the remaining balance,
without charge, to the Money Market Division.

PURCHASE PAYMENTS

MINIMUM PAYMENTS. The minimum amounts acceptable as Purchase Payments are shown
on Page 3. We reserve the right to modify these minimums or to refuse a
Purchase Payment for any reason.

ALLOCATION OF PURCHASE PAYMENTS. The initial allocation for Net Purchase
Payments is shown on Page 3 of this Contract and will remain in effect until
changed by Written notice. The percentage allocation for future Net Purchase
Payments may be changed at any time by Written notice provided by the Owner or
by Telephone Transfer and Allocation Privilege.

Changes in the allocation will be effective as of the Valuation Date immediately
following Our receipt of notice of such change. Each allocation to a Division or
Guarantee Period must be a whole percentage of the Net Purchase Payment and all
allocations must equal 100% of such Payment.

Up to 100% of a Net Purchase Payment may be allocated to any available Division
or Guarantee Period. The initial Purchase Payment will be credited to the
Owner's Account not more than two Valuation Periods after We receive it,
together with all other required documentation, in good order at the office
designated by the Company for the processing of initial Purchase Payments.
Subsequent Purchase Payments will be credited as of the end of the Valuation
Period in which they are so received. We reserve the right to limit the number
of Fixed Account Guarantee Periods and Separate Account Divisions that may be
chosen during the life of this Contract.

Page 8
<PAGE>

PREMIUM TAXES. When applicable, We will deduct an amount to cover Premium
Taxes. Such deductions will be made:

(1) From Purchase Payment(s) when received; or

(2) From the Account Value at the time annuity payments are to commence; or

(3) From the amount of any partial withdrawal; or

(4) From proceeds payable upon termination of this Contract for any other
reason, including death of the Annuitant or Owner, or surrender of this
Contract.

If Premium Tax is paid, the Company may reimburse itself for such tax when the
deduction is being made under paragraphs 2, 3, or 4 above which is calculated by
multiplying the sum of Purchase Payments being withdrawn by the applicable
Premium Tax percentage. Purchase Payments are withdrawn before earnings.

OWNERSHIP PROVISIONS

EXERCISE OF CONTRACT RIGHTS. This Contract belongs to the Owner, who is
entitled to exercise all rights and privileges in connection with this Contract.
When a Contract is jointly owned, both Owners must join in any request to
exercise the rights or privileges of an Owner.

In any case, such rights and privileges can be exercised without the consent of
the Beneficiary (other than an irrevocably designated Beneficiary) or any other
person. Such rights and privileges may be exercised only during the lifetime
of the Annuitant and prior to the Annuity Commencement Date, except as otherwise
provided in this Contract.

Unless the Owner specifies otherwise, the Annuitant will become the Payee on the
Annuity Commencement Date. If the Owner (other than a Joint Owner) or the
Annuitant dies prior to the Annuity Commencement Date, the Beneficiary will
become the Payee. If a Joint Owner dies prior to the Annuity Commencement Date,
death proceeds will be paid to the surviving Joint Owner, if any; otherwise the
Beneficiary will become the Payee. Such Payees may thereafter exercise such
rights and privileges of ownership which continue.

BENEFICIARY. The Owner named the Beneficiary and any Contingent Beneficiary
when applying for this Contract. By Written notice to Us, a revocable
Beneficiary or Contingent Beneficiary may be changed by the Owner prior to the
Annuity Commencement Date or by the Annuitant or other properly-designated Payee
after the Annuity Commencement Date.

CHANGE OF OWNERSHIP. Ownership of a Qualified Contract may not be transferred
except to: (1) the Annuitant; (2) a trustee or successor trustee of a pension or
profit sharing trust which is qualified under Section 401 of the Internal
Revenue Code; (3) the employer of the Annuitant, provided that the Qualified
Contract after transfer is maintained under the terms of a retirement plan
qualified under Section 403(a) of the Internal Revenue Code for the benefit of
the Annuitant; (4) the trustee of an individual retirement account plan
qualified under Section 408 of the

Page 9
<PAGE>

Internal Revenue Code; or (5) as otherwise permitted from time to time by laws
and regulations governing the retirement or deferred compensation plans for
which a Qualified Contract may be issued. In no other case may a Qualified
Contract be sold, assigned, transferred, discounted or pledged as collateral.

During the lifetime of the Annuitant and prior to the Annuity Commencement Date,
the Owner may change the ownership of a Non-Qualified Contract.

A change of ownership will not be binding upon Us until We receive Written
notification at Our Home Office. When such notification is so received, the
change will be effective as of the date of the signed request for change, but
the change will be without prejudice to Us on account of any payment made, or
any action taken by Us prior to receiving the change, or on account of any tax
consequence.

DISTRIBUTION OF DEATH PROCEEDS UNDER NON-QUALIFIED CONTRACTS. If an Owner
(including the first to die in the case of joint Owners) under a Non-Qualified
Contract dies prior to the Annuitant and before the Annuity Commencement Date,
the death proceeds must be distributed to either the surviving joint Owner or,
if none, to the Beneficiary either (1) within five years after the date of death
of the Owner, or (2) over the life of or a period not greater than the life or
expected life of the surviving joint Owner or the Beneficiary, with annuity
payments beginning within one year after the date of death of the Owner. The
surviving joint Owner or the Beneficiary shall be considered the designated
Beneficiary for the purposes of Section 72(s) of the Internal Revenue Code. In
all cases, any such designated Beneficiary will not be entitled to exercise any
rights prohibited by applicable federal income tax law.

These mandatory distribution requirements will not apply when the designated
surviving joint Owner or the Beneficiary is the spouse of the deceased Owner, if
the spouse elects to continue this Contract in the spouse's own name, as Owner.
When the deceased Owner was also the Annuitant, the surviving spouse (if the
surviving spouse is the designated surviving joint Owner or the Beneficiary) may
elect to be named as both Owner and Annuitant and continue this Contract.

If the Payee under a Non-Qualified Contract dies after the Annuity Commencement
Date and before all of the payments under the Annuity Option have been
distributed, the remaining amount payable, if any, must be distributed at least
as rapidly as under the method of distribution then in effect.

If the Owner prior to the Annuity Commencement Date, or the Payee thereafter, is
not a natural person, then the foregoing distribution requirements shall apply
upon the death of the primary Annuitant within the meaning of the Internal
Revenue Code.

PERIODIC REPORTS. We will send to each Owner, at least once during each
Contract Year, a statement showing the Owner's Account Value as of a date not
more than two months prior to the date of mailing. We will also send such
statements as may be required by applicable state and federal laws, rules and
regulations.

Page 10
<PAGE>

OWNER'S ACCOUNT. We will establish an Owner's Account for the Owner under this
Contract and will maintain such account during the Accumulation Period. The
Owner's Account Value for any Valuation Period will be equal to the Owner's
Separate Account Value, if any, plus the Owner's Fixed Account Value, if any,
for that Valuation Period.

FIXED ACCOUNT

FIXED ACCOUNT VALUE. That portion of a Net Purchase Payment, which is allocated
to the Fixed Account, will be credited to the Owner's Account and allocated to
the Guarantee Period(s) selected. The Fixed Account Value of an Owner's Account
for any Valuation Period is equal to the sum of the values in each of the
Guarantee Periods credited to the Owner's Account for such Valuation Period.

The value in any one Guarantee Period on a Valuation Date is the accumulated
value of the Net Purchase Payments, renewals or transfers allocated to the
Guarantee Period at the Guaranteed Interest Rate, minus the accumulated value of
surrenders and transfers out of that Guarantee Period, at the Guaranteed
Interest Rate.

GUARANTEE PERIODS. The Owner may select one or more Guarantee Period(s). The
Guarantee Period(s) selected will determine the Guaranteed Interest Rate(s) that
apply to the Account Value allocated to that Guarantee Period. The Net Purchase
Payment or the portion thereof (or amount transferred in accordance with the
Transfers provision described below) allocated to a particular Guarantee Period
will earn interest at the Guaranteed Interest Rate during the Guarantee Period.
Guarantee Periods begin on the date as of which We credit the Owner's Account
Value to that Guarantee Period or, in the case of a transfer, on the effective
date of the transfer. The Guarantee Period is the number of months or years We
credit the Guaranteed Interest Rate. The expiration date of any Guarantee Period
is the last day of the Guarantee Period. Subsequent Guarantee Periods begin on
the first day following the expiration date.

As a result of Guarantee Period renewals, additional Purchase Payments and
transfers of portions of the Owner's Account Value, Guarantee Periods of the
same duration may have different expiration dates and Guaranteed Interest Rates.

We will notify the Owner in writing at least 30 and no more than 60 days prior
to the expiration date of any Guarantee Period. A new Guarantee Period of the
same duration as the previous Guarantee Period will begin automatically unless
We receive Written notice to the contrary from the Owner at least 3 Valuation
Dates prior to the end of such Guarantee Period.

The Owner may elect to change to another Guarantee Period or Division which We
offer at such time.

If the amount of an Owner's Account Value in a Guarantee Period is less than
$500 at the end of such Guarantee Period, We reserve the right to transfer such
amount, without charge, to the Money Market Division of the Separate Account.
However, We will transfer such amount to another available Division at the
Owner's request.

Page 11
<PAGE>

GUARANTEED INTEREST RATES. We will periodically establish an applicable
Guaranteed Interest Rate for each Guarantee Period We offer. These rates will be
guaranteed for the duration of the respective Guarantee Periods. The Guarantee
Periods that We make available at any time will be determined at Our discretion.
No Guaranteed Interest Rate shall be less than an effective annual rate of 3.0%
per year.

SEPARATE ACCOUNT

DIVISIONS. The Separate Account is comprised of several Divisions, each
investing in a corresponding Variable Fund. Net Purchase Payments will be
allocated to the Divisions and the Fixed Account as shown on Page 3, unless the
Owner changes the allocation.

We will use the Net Purchase Payments and any transferred amounts to purchase
Variable Fund shares applicable to the Divisions at their net asset value. We
will be the Owner of all Variable Fund shares purchased with the Net Purchase
Payments or transferred amounts.

ACCUMULATION UNITS. Net Purchase Payments and transferred amounts allocated to
the Separate Account will be credited to the Owner's Account in the form of
Accumulation Units. The number of Accumulation Units will be determined by
dividing the amount allocated to a Division by the Accumulation Unit value for
that Division as of the end of the Valuation Period as of which the transaction
is credited. The value of each Accumulation Unit was arbitrarily set as of the
date the Division first purchased Variable Fund shares. Subsequent values on any
Valuation Date are equal to the previous Accumulation Unit value for a Division
times the applicable Net Investment Factor for the Valuation Period ending on
that Valuation Date.

NET INVESTMENT FACTOR. The Net Investment Factor is an index applied to measure
the investment performance of a Division from one Valuation Period to the next.
The Net Investment Factor may be greater or less than or equal to one;
therefore, the value of an Accumulation Unit may increase, decrease or remain
the same.

The Net Investment Factor for a Division is determined by dividing (1) by (2),
and then subtracting (3) from the result, where:

(1) Is the sum of:

(a) The Net Asset Value Per Share of the Variable Fund shares held in the
Division, determined at the end of the current Valuation Period; plus

(b) The per share amount of any dividend or capital gain distributions
made on the Variable Fund shares held in the Division during the
current Valuation Period:

(2) Is the Net Asset Value Per Share of the Variable Fund shares held in the
Division, determined at the beginning of the current Valuation Period; and

(3) Is the daily asset charge factor representing the mortality risk, expense
risk, and administrative expense charge. We may change the daily asset
charge factor , but in no event may it exceed on an annual basis the
Maximum Asset Charge Factor shown on Page 3.

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SEPARATE ACCOUNT VALUE. The Separate Account Value for any Valuation Period is
the total of the values in each Division credited to the Owner's Account for
such Valuation Period. The value for each Division will be equal to:

(1) The number of Accumulation Units for the Division; multiplied by

(2) The Accumulation Unit value for the Valuation Period.

The Separate Account Value will vary from Valuation Date to Valuation Date
reflecting the total value in the Divisions.

TRANSFERS

TRANSFERS. Transfers may be made at any time during the Accumulation Period
after the first 30 days following the Date of Issue. A transfer will be
effective at the end of the Valuation Period in which We receive the Owner's
Written request for a transfer. Transfers will be subject to the following
restrictions:

(1) Prior to the Annuity Commencement Date, the Owner may make up to 12
transfers each Contract Year without charge.

(2) There will be a charge of $25.00 for each transfer in excess of 12 in a
Contract Year.

(3) Transfers under the Dollar Cost Averaging and Automatic Rebalancing
programs will not count towards the 12 free transfers each Contract Year.
The $25.00 charge will not apply to transfers made through Automatic
Rebalancing or Dollar Cost Averaging. Transfers under any other asset
management arrangement approved by the Company may be subject to the
$25.00 charge and may count towards the 12 free transfers.

(4) No more than 25% of the Owner's Account Value allocated to a Guarantee
Period at its inception may be transferred to the Variable Account during
any Contract Year. Transfers from a Guarantee Period are made on a first
in, first out basis. The 25% limit does not apply to:

(a) Funds transferred from a Guarantee Period as a result of Dollar Cost
Averaging; or

(b) Transfers within 15 days before or after the end of the applicable
Guarantee Period; or

(5) If a transfer would cause the Account Value in any Division or Guarantee
Period to fall below $500, We reserve the right to also transfer the
remaining balance in that Division or Guarantee Period in the same
proportions as the transfer request.

(6) We reserve the right to defer any transfer from the Fixed Account to the
Variable Divisions for up to 6 months.

We reserve the right to restrict or terminate transfers.

After the Annuity Commencement Date, the Owner may make one transfer during any
180 day period among the Divisions or from one of the Divisions to the Fixed
Account without charge. The Owner may not make transfers from the Fixed
Account.

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TELEPHONE TRANSFER AND ALLOCATION PRIVILEGE. If We have on file a Written
authorization for the Telephone Transfer and Allocation Privilege (Telephone
Transfers), We will allow transfers and changes in Purchase Payment allocations
to be made by telephone. We will honor instructions for Telephone Transfers from
any person who provides the correct information. Therefore, there is a risk of
possible loss to You if unauthorized persons use this service in Your name.
Under Telephone Transfers, We are not liable for any acts or omissions based
upon instructions that We reasonably believe to be genuine, including losses
arising from errors in the communication of transfer instructions.

DOLLAR COST AVERAGING. Dollar Cost Averaging is an automatic transfer of funds
made periodically prior to the Annuity Commencement Date in accordance with the
Transfers provision, except as provided below, and instructions from the Owner.
Dollar Cost Averaging (DCA) is subject to the following guidelines:

(1) DCA transfers may be made:

(a) On any day of the month except the 29th, 30th or 31st;

(b) On a monthly, quarterly, semi-annual or annual basis; and

(2) There is no minimum amount for each DCA transfer.

(3) DCA will end when there is no longer any value in the account from which
the automatic transfer of funds is being made.

(4) Amounts applied to the account from which the automatic transfer of funds
is being made while DCA is active will be available for future Dollar Cost
Averaging in accordance with the current DCA request.

(5) There is no charge for DCA.

(6) DCA is not available if Automatic Rebalancing is active.

AUTOMATIC REBALANCING. Automatic Rebalancing occurs when funds are transferred
by the Company between the Separate Account Divisions so that the values in each
Division match the premium allocation percentages then in effect. You may choose
Automatic Rebalancing on a quarterly, semi-annual or annual basis if Your
Account Value is $25,000 or more. The date Automatic Rebalancing occurs will be
based on the Date of Issue of Your Policy. For example, if Your Contract is
dated January 17, and You have requested Automatic Rebalancing on a quarterly
basis, Automatic Rebalancing will start on April 17, and will occur quarterly
thereafter. After Automatic Rebalancing is elected, it will continue until We
are notified In Writing that it is to be discontinued. There is no charge for
Automatic Rebalancing. Automatic Rebalancing is not available if Dollar Cost
Averaging is active.

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PAYMENT AND DEFERMENT

GENERAL SURRENDER PROVISIONS. The amount surrendered will normally be paid to
the Owner within five (5) Valuation Dates following Our receipt of:

(1) The Owner's Written request on a form acceptable to Us: and

(2) This Contract, if required.

We reserve the right to defer payment of surrenders from the Fixed Account for
up to 6 months from the date We receive the request in good order.

ACCOUNT VALUE BASED ON PURCHASE PAYMENT MADE BY CHECK. We reserve the right to
defer payment of that portion of Your Account Value that is based on a Purchase
Payment made by check for a period not to exceed 15 calendar days after the end
of the Valuation Period in which We receive the check.

OTHER. We may suspend payment of any portion of the Account Value if:

(1) the New York Stock Exchange is closed or trading on the exchange is
restricted as determined by the Securities and Exchange Commission
("SEC");

(2) the SEC permits by an order the postponement of trading for the protection
of Owners; or

(3) the SEC determines than an emergency exists that would make the disposal
of securities held in the Division or the determination of the value of
the Division's net assets not reasonably practicable.

Transfers and allocations of Account Value among the Divisions may also be
suspended under these circumstances. Written notice of both the imposition and
termination of any such suspension will be given to Owners, assignees of record
and any irrevocable Beneficiaries.

SURRENDERS

FULL SURRENDER. At any time prior to the Annuity Commencement Date and during
the lifetime of the Annuitant, the Owner may surrender this Contract by sending
Us a Written request. The amount payable on surrender is:

(1) The Owner's Account Value at the end of the Valuation Period in which We
receive the Owner's request on a form acceptable to Us;

(2) Minus any applicable Surrender Charge; and

(3) Minus any applicable Premium Tax or other tax charges.

The amount payable upon surrender will not be less than the amount required by
state law.

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Upon payment of the surrender amount, this Contract will be terminated and the
Company will have no further obligation to the Owner.

All collateral assignees must consent to any surrender or partial withdrawal.
We may require that this Contract be returned to Our Home Office prior to making
payment.

PARTIAL WITHDRAWALS. A portion of the Owner's Account Value may be withdrawn at
any time prior to the Annuity Commencement Date. The Owner must send Us a
Written request specifying the Divisions or Guarantee Periods from which the
Partial Withdrawal is to be made. However, in cases where the Owner does not so
specify, or the withdrawal cannot be made in accordance with the Owner's
specification, We reserve the right to implement the withdrawal pro rata from
each Division and Guarantee Period based on the Owner's Account Value in each.
Partial Withdrawals will be made effective at the end of the Valuation Period in
which We receive the Written request. Partial Withdrawals will be subject to the
following guidelines:

(1) The Partial Withdrawal amount must be at least $100 or, if less, the
Owner's entire Account Value;

(2) We will surrender Accumulation Units from the Separate Account or
interests in a Guarantee Period so that the total amount withdrawn will be
the sum of:

(a) The amount payable to the Owner;

(b) Plus any Surrender Charge and any applicable Premium Tax or other tax
charges;

(3) If a Partial Withdrawal would cause the Owner's Account Value in any
Division or Guarantee Period (except the Money Market Division) to fall
below $500, We reserve the right to transfer the remaining balance without
charge to the Money Market Division.

(4) If the Owner's Account Value is less then $500, We may cancel this
Contract upon 60 days' notice to the Owner. Such cancellation would be
considered a full surrender of this Contract.

SURRENDER CHARGE FOR PARTIAL WITHDRAWALS AND FULL SURRENDERS. Except as noted
under "Surrender Charge Exceptions, a Surrender Charge will be applied to the
amount of any Purchase Payment withdrawn during the first 6 years after it was
first credited, as follows:

Year of Purchase Surrender Charge as a Percentage
Payment Withdrawal of Purchase Payment Withdrawn
------------------ --------------------------------
1st 7%
2nd 7%
3rd 5%
4th 5%
5th 4%
6th 2%
Thereafter 0%

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For purposes of computing the Surrender Charge, the oldest Purchase Payments are
deemed to be withdrawn first, and before any amounts in excess of Purchase
Payments are withdrawn from an Owner's Account. The following transactions will
be considered as withdrawals for purposes of computing the Surrender Charge:
total surrender, partial withdrawal, commencement of an Annuity Payment Option
and termination due to insufficient Owner Account Value.

SURRENDER CHARGE EXCEPTIONS. The Surrender Charge will not apply:

(1) To any amounts in excess of Purchase Payments that are withdrawn from an
Owner's Account; or

(2) To any amounts in excess of the amount permitted by the Free Withdrawal
Privilege if such amounts are required to be withdrawn to obtain or retain
favorable federal tax treatment; (The granting of this exception is
subject to Our approval);

(3) Upon the death of the Annuitant at any Age during the Payout Period;

(4) Upon the death of the Annuitant at any Age during the Accumulation Period
if no Contingent Annuitant survives;

(5) Upon the death of the Owner of a Non-Qualified Contract, unless this
Contract is being continued under the special rule for a surviving spouse
as defined under Internal Revenue Code Section (72)(s);

(6) Upon selection of an Annuity Payment Option with a Payout Period of at
least 10 years;

(7) Upon selection of an Annuity Payment Option based on life contingencies if
life expectancy is at least 10 years.

FREE WITHDRAWAL PRIVILEGE. The Surrender Charge does not apply to that portion
of each withdrawal or a total surrender in any Contract Year that does not
exceed:

(1) Twenty Percent (20%) of the Account Value during each Contract Year after
the first; less

(2) The amount of any previous withdrawals made during such Contract Year.

Partial Withdrawals under a systematic withdrawal plan are eligible for the Free
Withdrawal Privilege during the first Contract Year.

If multiple withdrawals are made during a Contract Year, the amount eligible for
the Free Withdrawal Privilege will be recalculated at the time of each Partial
Withdrawal. After the first Contract Year, partial withdrawals in addition to
withdrawals under a systematic withdrawal plan may be made in the same Contract
Year subject to the 20% limitation.

The maximum amount of the Free Withdrawal privilege during a contract year is
20% of the Account Value at the time of the first withdrawal during such
contract year.

A free withdrawal pursuant to any of the foregoing Surrender Charge Exceptions
is not deemed a withdrawal of Purchase Payments except for purposes of computing
the Free Withdrawal Privilege.

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TAX CHARGE

RIGHT TO IMPOSE. We reserve the right to impose additional charges or establish
reserves for any federal or local taxes incurred or that may be incurred by Us,
and that may be deemed attributable to the Contracts.

ONE-TIME REINSTATEMENT PRIVILEGE

REINSTATEMENT OF ACCOUNT VALUE. If the Owner has made a full surrender of the
Owner's Account Value, the Owner may reinstate this Contract, if We receive the
Written reinstatement request, together with a return of the net surrender
proceeds, not more than 30 days after the date as of which the surrender was
made. In such a case, the Owner's Account Value will be restored to what it was
at the time of the surrender and any subsequent Surrender Charge will be
computed as if this Contract had been issued at the date of reinstatement in
consideration of a Purchase Payment in the amount of such net surrender
proceeds. This one-time reinstatement privilege is available only if the Owner's
Account Value following the reinstatement would be at least $500. Unless the
Owner requests otherwise in writing, the Account Value following the
reinstatement will be allocated among the Divisions and Guarantee Periods in the
same proportions as those prior to surrender.

DEATH PROCEEDS

DEATH PROCEEDS BEFORE THE ANNUITY COMMENCEMENT DATE. If the Annuitant dies
before the Annuity Commencement Date, and is survived by a Contingent Annuitant,
this Contract will be continued with the Contingent Annuitant being named the
Annuitant. This Contract may qualify for continuation under the "Distribution of
Death Proceeds under Non-Qualified Contracts" provision. Otherwise, death
proceeds will be paid as follows (unless the Owner has specified in Writing that
death proceeds are to be paid in a different manner):

(1) If the Annuitant dies, and no Contingent Annuitant survives, death
proceeds will be paid to the Beneficiary designated by the Owner to
receive proceeds;

(2) If an Owner (other than a Joint Owner) dies, and this Contract is not
being continued under the "Distribution of Death Proceeds under Non-
Qualified Contracts" provision, death proceeds will be paid to the
Beneficiary designated by the Owner to receive proceeds;

(3) If a Joint Owner dies, death proceeds will be paid to the surviving Joint
Owner, if living; otherwise, death proceeds will be paid to the person
designated as Beneficiary if:

(a) This Contract is not being continued under the "Distribution of Death
Proceeds under Non-Qualified Contracts" provision; and

(b) Joint Owners have not specified in writing that death proceeds are to
be paid in a different manner.

If the Annuitant or an Owner dies, the amount of the death proceeds will be the
greatest of the following amounts:

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(1) The sum of all Net Purchase Payments (gross Purchase Payments less any
applicable Premium Tax or other applicable tax) reduced upon a Partial
Withdrawal in the same proportion as the reduction in Account Value;

(2) The Account Value at the end of the Valuation Period on the date of
receipt of proof of death and election of the manner of payment, less
applicable Premium Taxes or other applicable tax charge; or

(3) The Highest Anniversary Value prior to the date of death, determined as
follows:

(a) We will calculate the Account Values at the end of every fifth
Contract Anniversary that occurred prior to the deceased's 81st
birthday;

(b) Each of the Account Values will be increased by the amount of Net
Purchase Payments made since the end of such Contract Anniversaries;

The Account Value is the value after deduction for fees. The Partial Withdrawal
used in the determination of the Minimum Death Benefit is equal to the full
withdrawal amount minus surrender charges. Net Purchase Payments are Purchase
Payments less applicable taxes deducted at the time a Purchase Payment is made.

The death proceeds will become payable when We receive:

(1) Proof of the Owner's or Annuitant's Death; and

(2) A Written request from the Beneficiary for either a single sum or
payment under an Annuity Option.

If the Annuitant dies, and a Contingent Annuitant was named but predeceased the
Annuitant, We will require proof of the Contingent Annuitant's death in
addition to proof of the death of the Annuitant. We will pay a single sum to
the Beneficiary unless an Annuity Option is chosen.

DEATH PROCEEDS ON OR AFTER THE ANNUITY COMMENCEMENT DATE. If the Annuitant dies
on or after the Annuity Commencement Date, the Beneficiary will receive the
death proceeds, if any, as provided by the Annuity Option in effect.

We accept any of the following as Proof of the Annuitant's or Owner's death:

(1) A copy of a certified death certificate;

(2) A copy of a certified decree of a court of competent jurisdiction as to
the finding of death;

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(3) A Written statement by a medical doctor who attended the deceased at the
time of death; or

(4) Any other proof satisfactory to Us.

PAYMENT OF BENEFITS

APPLICATION OF ACCOUNT VALUE. Unless directed otherwise, We will apply the
Account Value in the Fixed Account to provide fixed annuity payments, and the
Account Value in the Separate Account to provide variable annuity payments. The
Owner must tell Us in Writing at least 30 days prior to the Annuity Commencement
Date if Account Values are to be applied in different proportions. Transfers and
Partial Withdrawals will be permitted within the 30-day period.

ANNUITY COMMENCEMENT DATE. The Annuity Commencement Date is shown on page 3. The
Owner of a Qualified Contract may be required to receive distributions after the
Annuitant's 70th birthday to comply with certain federal tax requirements. The
Annuity Commencement Date may be changed by Written notice from the Owner,
subject to Our approval.

OPTIONS AVAILABLE TO AN OWNER. The Owner may elect to have payments made
beginning on the Annuity Commencement Date under any one of the Annuity Options
described in this Contract. We will notify the Owner 60 to 90 days prior to the
scheduled Annuity Commencement Date that this Contract is scheduled to mature,
and request that an Annuity Option be selected. If the Owner has not selected an
Annuity Option ten days prior to the Annuity Commencement Date, We will proceed
as follows:

If the scheduled Annuity Commencement Date is any date prior to the
Annuitant's 100th birthday, We will extend the Annuity Commencement Date to
the Annuitant's 100th birthday.

If the scheduled Annuity Commencement Date is the Annuitant's 100th birthday,
the Account Value less any applicable charges and taxes will be paid in one
sum to the Owner.

In either event, the Annuity Commencement Date may be changed by Written notice
from the Owner subject to Our approval.

OPTIONS AVAILABLE TO BENEFICIARY. The Owner may elect, in lieu of payment in one
sum, that any amount or part thereof due under this Contract be applied under
any of the options described below. Within 60 days after the death of the
Annuitant or Owner, the Beneficiary may make such election if the Owner has not
done so. In such case, the Beneficiary thereafter shall have all the rights and
options of the Owner.

The first annuity payment under any option shall be made on the first day of the
second month after approval of the claim for settlement. Subsequent payments
shall be made periodically in accordance with the manner of payment elected.

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PAYMENT CONTRACT. At such time as one of these options becomes effective, this
Contract shall be surrendered to the Company in exchange for a payment contract
providing for the option elected.

FIXED ANNUITY PAYMENTS. Fixed annuity payments start on the Annuity Commencement
Date. The amount of the first monthly payment for the annuity selected will be
at least as favorable as that produced by the applicable annuity tables of this
Contract for each $1,000 applied as of the end of the Valuation Period that
contains the tenth day prior to the Annuity Commencement Date.

The dollar amount of any payments after the first payment is specified during
the entire period of annuity payments, according to the provisions of the
Annuity Payment Option selected.

VARIABLE ANNUITY PAYMENTS

ANNUITY UNITS. We convert the Accumulation Units into Annuity Units at the
values determined at the end of the Valuation Period which contains the tenth
day prior to the Annuity Commencement Date. For each Division, the number of
Annuity Units is obtained by dividing the first monthly payment by the Annuity
Unit Value determined at the end of the above Valuation Period (see following
paragraph). The first monthly payment is determined by applying the dollar value
of the Accumulation Units to the applicable Annuity Table. The number of Annuity
Units remains constant as long as an annuity remains in force and the allocation
among the Divisions does not change.

The Annuity Unit Value for each Division was arbitrarily set when the Division
first converted Accumulation Units into Annuity Units. Subsequent values on any
Valuation Date are equal to the previous Annuity Unit Value times the Net
Investment Factor for that Division for the Valuation Period ending on that
Valuation Date, with an offset for the 3 1/2% assumed interest rate used in the
annuity tables of this Contract.

Variable Annuity Payments start on the Annuity Commencement Date. Payments will
vary in amount and are determined at the end of the Valuation Period that
contains the tenth day prior to each payment. If the monthly payment under the
Annuity Payment Option selected is based on a single Division, the monthly
payment is found by multiplying the Annuity Unit Value for that Division on said
date by the number of Annuity Units.

If the monthly payment under the annuity option selected is based upon more than
one Division, the above procedure is repeated for each applicable Division. The
sum of these payments is the Variable Annuity Payment.

We guarantee that the amount of each payment will not be affected by variations
in Our expense or mortality experience.

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ANNUITY OPTIONS

FIRST OPTION - LIFE ANNUITY - An annuity payable monthly during the lifetime of
the Annuitant.

SECOND OPTION - LIFE ANNUITY WITH 120, 180 OR 240 MONTHLY PAYMENTS GUARANTEED -
An annuity payable monthly during the lifetime of the Annuitant, including the
guarantee that if, at the death of the Annuitant, payments have been made for
less then 120 months, 180 months or 240 months (as selected), payments shall be
continued during the remainder of the selected period.

THIRD OPTION - JOINT AND LAST SURVIVOR LIFE ANNUITY - An annuity payable monthly
during the joint lifetime of the Annuitant, and a secondary Annuitant, and
thereafter during the remaining lifetime of the survivor, ceasing with the last
payment prior to the death of the survivor.

FOURTH OPTION - PAYMENTS FOR A DESIGNATED PERIOD - An amount payable monthly for
the number of years selected which may be from 5 to 40 years. If this option is
selected on a variable basis, the number of years may not exceed the life
expectancy of the Annuitant or other properly-designated Payee.

FIFTH OPTION - PAYMENTS OF A SPECIFIC DOLLAR AMOUNT - The amount due may be paid
in equal monthly installments of a designated dollar amount (not less than $125
nor more than $200 per annum per $1,000 of the original amount due) until the
remaining balance is less than the amount of one installment. Payments under
this option are available on a fixed basis only. To determine the remaining
balance at the end of any month, such balance at the end of the previous month
is decreased by the amount of any installment paid during the month and the
result will be accumulated at an interest rate not less than 3.5% compounded
annually. If the remaining balance at any time is less than the amount of one
installment such balance will be paid and will be the final payment under the
option.

In lieu of monthly payments, payments may be elected on a quarterly, semi-annual
or annual basis, in which case the amount of each annuity payment will be
determined on a basis consistent with that described in this Contract for
monthly payments.

No election of any Annuity Payment Option may be made in the case where fixed or
variable annuity payments are elected, unless a minimum initial annuity payment
of $100 will be provided. No election of any Annuity Option may be made in the
case where a combination of a fixed and a variable annuity payment is elected,
unless a minimum initial annuity payment of $50 on each basis will be provided.
If the initial annuity payment does not meet the minimum amount required for the
Annuity Option elected, the Company will provide a less frequent payment
schedule. If the minimum is still not met, the Company will make a lump-sum
payment of the Account Value (less any Surrender Charge and applicable Premium
Tax or other tax charge) as of the date of this determination to the Annuitant
or other properly-designated Payee.

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MISSTATEMENT OF AGE OR SEX (MISSTATEMENT OF AGE IF ISSUED ON UNISEX BASIS). If
the (1) Age or sex of the Annuitant (if this Contract was issued on a Sex
Distinct basis); or (2) Age of the Annuitant (if this Contract was issued on a
Unisex basis) has been misstated to Us, any amount payable will be that which
would have been payable had the misstatement not occurred. We will deduct any
overpayment from the next payment or payments due and add any underpayments to
the next payment due. Interest at an effective annual rate of 3.5% will be added
to any such adjustment.

ANNUITY TABLES. The tables that follow show the dollar amount of the first
monthly payment for each $1,000 applied under the options. If issued on a Sex
Distinct basis, tables are based on the 1983a Male or Female Tables adjusted by
projection scale G for nine years, with interest at the rate of 3 1/2% per year.
Under the First or Second Options, the amount of each payment will depend upon
the gender of the Annuitant and the Annuitant's adjusted Age at the time the
first payment is due. Under the Third Option, the amount of each payment will
depend upon the gender of both Annuitants and their adjusted ages at the time
the first payment is due. If issued on a Unisex basis, tables are based on the
1983a Male or Female Tables, adjusted by projection scale G for nine years, with
unisex rates based on 60% female and 40% male, and interest at the rate of 3
1/2% per year. Under the First or Second Options, the amount of each payment
will depend upon the Annuitant's adjusted Age at the time the first payment is
due. Under the Third Option, the amount of each payment will depend upon both
Annuitant's adjusted ages at the time the first payment is due.

ADJUSTED AGE. In using the table of annuity payment rates, the ages of the
Annuitants must be reduced by one year for Annuity Commencement Dates occurring
during the decade 2000-2009, reduced two years for Annuity Commencement Dates
occurring during the decade 2010-2019, and reduced an additional year for each
decade that follows. The Age 70 rate is also used for ages above 70.

ALTERNATE AMOUNT OF INSTALLMENTS UNDER FIXED LIFE INCOME OPTIONS. If a fixed
life income option is elected, the Owner (or, if the Owner has not elected a
payment option, the Beneficiary) may elect life income payments equal to those
provided by those fixed single premium immediate annuity option rates in use by
the Company when annuity payments begin.

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SEX DISTINCT ANNUITY TABLES

AMOUNT OF MONTHLY PAYMENT
FOR EACH $1,OOO OF ANNUITY VALUE

Options 1 and 2 - Life Annuities

Adjusted Age ---------------------Monthly Payments Guaranteed-----------
of Male Option 1 Option 2 Option 2 Option 2
None 120 180 240

50 4.37 4.33 4.28 4.21
51 4.44 4.40 4.34 4.26
52 4.52 4.47 4.40 4.32
53 4.59 4.54 4.47 4.37
54 4.68 4.62 4.54 4.43
55 4.77 4.70 4.61 4.49
56 4.86 4.78 4.69 4.55
57 4.96 4.87 4.76 4.61
58 5.06 4.97 4.84 4.67
59 5.18 5.07 4.93 4.73
60 5.30 5.17 5.01 4.79
61 5.42 5.28 5.10 4.86
62 5.56 5.40 5.20 4.92
63 5.71 5.52 5.29 4.98
64 5.87 5.65 5.38 5.04
65 6.04 5.79 5.48 5.10
66 6.22 5.92 5.58 5.15
67 6.41 6.07 5.68 5.21
68 6.62 6.22 5.77 5.26
69 6.84 6.37 5.87 5.30
70 and above 7.07 6.53 5.96 5.35

Adjusted Age ---------------------Monthly Payments Guaranteed-----------
of Female Option 1 Option 2 Option 2 Option 2
None 120 180 240

50 4.05 4.03 4.01 3.97
51 4.10 4.09 4.06 4.02
52 4.17 4.14 4.12 4.07
53 4.23 4.21 4.17 4.12
54 4.30 4.27 4.23 4.18
55 4.37 4.34 4.30 4.23
56 4.44 4.41 4.36 4.29
57 4.52 4.48 4.43 4.35
58 4.61 4.56 4.50 4.41
59 4.70 4.65 4.58 4.48
60 4.79 4.74 4.66 4.54
61 4.89 4.83 4.74 4.61
62 5.00 4.93 4.83 4.67
63 5.12 5.03 4.92 4.74
64 5.24 5.14 5.01 4.81
65 5.38 5.26 5.11 4.88
66 5.52 5.38 5.20 4.95
67 5.67 5.51 5.3l 5.01
68 5.83 5.65 5.41 5.08
69 6.01 5.79 5.52 5.14
70 and above 6.20 5.94 5.62 5.20

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Option 3 - Joint and Last Survivor Life Annuity

Adjusted Age Adjusted Age of Secondary Annuitant
of Annuitant ----------------------------Female------------------------

Male F50 F55 F60 F65 F70

50 3.76 3.89 4.01 4.11 4.19
55 3.84 4.01 4.18 4.33 4.46
60 3.90 4.11 4.33 4.56 4.77
65 3.95 4.19 4.47 4.78 5.09
70 3.99 4.25 4.58 4.96 5.39

Adjusted Age Adjusted Age of Secondary Annuitant
of Annuitant ----------------------------Male------------------------

Female M50 M55 M60 M65 M70

50 3.76 3.84 3.90 3.95 3.99
55 3.89 4.01 4.11 4.19 4.25
60 4.01 4.18 4.33 4.47 4.58
65 4.11 4.33 4.56 4.78 4.96
70 4.19 4.46 4.77 5.09 5.39

Option 4 - Payments for a Designated Period

Years of Amount of Monthly Years of Amount of Monthly
Payment Payment Payment Payment

5 $18.12 23 $5.24
6 15.35 24 5.09
7 13.38 25 4.96
8 11.90 26 4.84
9 10.75 27 4.73
10 9.83 28 4.63
11 9.09 29 4.53
12 8.46 30 4.45
13 7.94 31 4.37
14 7.49 32 4.29
15 7.10 33 4.22
16 6.76 34 4.15
17 6.47 35 4.09
18 6.20 36 4.03
19 5.97 37 3.98
20 5.75 38 3.92
21 5.56 39 3.88
22 5.39 40 3.83

Page 25
<PAGE>

UNISEX ANNUITY TABLES

AMOUNT OF MONTHLY PAYMENT
FOR EACH $1,OOO OF ANNUITY VALUE

Options 1 and 2 - Life Annuities

Adjusted ---------------------Monthly Payments Guaranteed-----------
Age Option 1 Option 2 Option 2 Option 2
None 120 180 240

50 4.18 4.15 4.12 4.07
51 4.24 4.21 4.18 4.12
52 4.31 4.28 4.24 4.17
53 4.38 4.34 4.30 4.23
54 4.45 4.41 4.36 4.28
55 4.53 4.48 4.43 4.34
56 4.61 4.56 4.50 4.40
57 4.70 4.64 4.57 4.46
58 4.79 4.73 4.65 4.52
59 4.89 4.82 4.72 4.59
60 5.00 4.91 4.81 4.65
61 5.11 5.02 4.89 4.71
62 5.23 5.12 4.98 4.78
63 5.36 5.23 5.07 4.85
64 5.49 5.35 5.17 4.91
65 5.64 5.48 5.26 4.98
66 5.80 5.61 5.36 5.04
67 5.96 5.74 5.46 5.10
68 6.14 5.88 5.57 5.16
69 6.34 6.03 5.67 5.21
70and above 6.54 6.19 5.77 5.27

Option 3 - Joint and Last Survivor Life Annuity

Adjusted Age -------------Adjusted Age of Secondary Annuitant----
of Annuitant

Unisex 50 55 60 65 70

50 3.75 3.85 3.94 4.01 4.07
55 3.85 4.00 4.13 4.24 4.33
60 3.94 4.13 4.32 4.49 4.65
65 4.01 4.24 4.49 4.75 5.00
70 4.07 4.33 4.65 5.00 5.36

Option 4 - Payments for a Designated Period

Years of Amount of Monthly Years of Amount of Monthly
Payment Payment Payment Payment

Page 26
<PAGE>

AMERICAN GENERAL LIFE
INSURANCE COMPANY

This is an INDIVIDUAL FLEXIBLE PAYMENT VARIABLE and FIXED DEFERRED ANNUITY
CONTRACT. NONPARTICIPATING - NOT ELIGIBLE FOR DIVIDENDS

FOR INFORMATION, SERVICE OR TO MAKE A COMPLAINT
CONTACT YOUR REGISTERED REPRESENTATIVE,
OR THE ANNUITY ADMINISTRATION DEPARTMENT

AMERICAN GENERAL LIFE
INSURANCE COMPANY
2727-A Allen Parkway
P.O, Box 1401
Houston, Texas 77251-1401
(800) 360-4268

[LOGO APPEARS HERE]

A STOCK COMPANY

--------------------------------------------
A Subsidiary of American General Corporation
--------------------------------------------

<PAGE>

EXHIBIT 99(5)(a)

AMERICAN GENERAL LIFE INSURANCE COMPANY
P.O. BOX 1401, HOUSTON, TEXAS 77251-1401
PLATNIUM INVESTOR
VARIABLE ANNUITY APPLICATION

INSTRUCTIONS: Please type or print in permanent black ink.
<S> <C> <C>
1. ANNUITANT 2. CONTINGENT ANNUITANT (optional)
Name: __________________________________________________ Name: __________________________________________________
Address:_________________________________________________ Address:_________________________________________________
_________________________________________________________ _________________________________________________________
Phone: _________________ DOB: ______________ (Max Age 85) Phone: _________________ DOB: ______________ (Max Age 85)
Sex: [ ]M [ ]F SS #: _________________________________ Sex: [ ]M [ ]F SS #: _________________________________
- ----------------------------------------------------------------------------------------------------------------------------------
3. OWNER (Complete only if different than Annuitant) JOINT OWNER (optional)
Name: __________________________________________________ Name: __________________________________________________
Address:_________________________________________________ Address:_________________________________________________
_________________________________________________________ _________________________________________________________
Phone: _________________ DOB: ______________ (Max Age 85) Phone: _________________ DOB: ______________ (Max Age 85)
Sex: [ ]M [ ]F Tax ID or SS #: ________________________ Sex: [ ]M [ ]F Tax ID or SS #: ________________________
- ----------------------------------------------------------------------------------------------------------------------------------
4. BENEFICIARY DESIGNATION (if more space is needed, use Section 10):

PRIMARY (if more than one, indicate percentages) CONTINGENT (if more than one, indicate percentages)
Name/Relationship Name/Relationship
- ----------------------------------------------------------------------------------------------------------------------------------
5. PAYMENT INFORMATION
Initial Purchase Payment $________________
If [ ] 1035X OR [ ] Transfer, estimated amount $________________
[ ] Non-Qualified: (minimum $5,000) [ ] Qualified: (minimum $2,000) (check appropriate boxes in sections A and B)
A. [ ] Rollover [ ] Transfer
B. Type of Plan: [ ] IRA [ ] ROTH IRA [ ] SEP-IRA [ ] 401(k) [ ] 401(a) [ ] Other_______________
- ----------------------------------------------------------------------------------------------------------------------------------
6. INVESTMENT OPTIONS (Total allocation must equal 100%; use whole percentages only.)
AIM Variable Insurance Funds, Inc. Morgan Stanley Dean Witter Universal Funds, Inc.
AIM V.I. International Equity (41) ______% Equity Growth (51) ______%
AIM V.I. Value (42) ______% High Yield (52) ______%
American General Series Portfolio Company SAFECO Resource Series Trust
International Equities (43) ______% Equity (53) ______%
Mid Cap Index (44) ______% Growth (54) ______%
Money Market (45) ______% Templeton Variable Products Series Fund
Stock Index (46) ______% Templeton Asset Allocation (55) ______%
Dreyfus Socially Responsible Growth Fund, Inc. Templeton International (56) ______%
Socially Responsible Growth (47) ______% Van Kampen Life Investment Trust
Dreyfus Variable Investment Fund Strategic Stock (57) ______%
Quality Bond (48) ______% Fixed Account
Small Cap (49) ______% 1-Year Guarantee Period (58) ______%
MFS Variable Insurance Trust Other ______________________ ______%
MFS Emerging Growth (50) ______%

- ----------------------------------------------------------------------------------------------------------------------------------
7. DOLLAR COST AVERAGING
Dollar cost average [ ] $_________ OR [ ] _______% taken from the [ [ ] Money Market OR [ ] 1-Year Guarantee Period ]
Frequency: [ ] Monthly [ ] Quarterly [ ] Semiannually [ ] Annually
Duration: [ ] 12 months [ ] 24 months [ ] 36 months [ ] 48 months [ ] 60 months to be allocated to the following Variable
Division(s) as indicated. When furnishing the allocations below, you must only use EITHER dollars OR percentages throughout
the request.
Begin Date ____/____/____ (Date must be at least 30 days after issue date and must between the 1st and 28th of the month.) If no
Begin Date is elected, dollar cost averaging will begin at the beginning of the next interval from the date of receipt of this
form. Allocate to the following divisions as indicated (Use dollars or whole percentages).
AIM Variable Insurance Funds, Inc. Morgan Stanley Dean Witter Universal Funds, Inc.
AIM V.I. International Equity (41) ______% Equity Growth (51) ______%
AIM V.I. Value (42) ______% High Yield (52) ______%
American General Series Portfolio Company SAFECO Resource Series Trust
International Equities (43) ______% Equity (53) ______%
Mid Cap Index (44) ______% Growth (54) ______%
Money Market (45) ______% Templeton Variable Products Series Fund
Stock Index (46) ______% Templeton Asset Allocation (55) ______%
Dreyfus Socially Responsible Growth Fund, Inc. Templeton International (56) ______%
Socially Responsible Growth (47) ______% Van Kampen Life Investment Trust
Dreyfus Variable Investment Fund Strategic Stock (57) ______%
Quality Bond (48) ______% Fixed Account
Small Cap (49) ______% 1-Year Guarantee Period (58) ______%
MFS Variable Insurance Trust Other _______________________ ______%
MFS Emerging Growth (50) ______%
</TABLE>
<PAGE>

<S> <C>

9. TELEPHONE TRANSFER PRIVILEGE

I (or if joint owners, either of us acting independently) hereby authorize American General Life Insurance Company ("AGL") to
act on telephone instructions to transfer values among the Variable Divisions and Fixed Accounts and to change allocations for
future purchase payments given by:
(Initial appropriate box(s) below)

[ ] Contract Owner(s)

[ ] Agent/Registered Representative who is both appointed to represent AGL and with the firm authorized to service my contract.

AGL and any person designated by this authorization will not be responsible for any claim, loss, or expense based upon telephone
transfer instructions received and acted on in good faith, including losses due to telephone instruction communication errors.
AGL's liability for erroneous transfers, unless clearly contrary to instructions received, will be limited to correction of the
allocations on a current basis. If an error, objection, or other claim arises due to a telephone transfer transaction, I will
notify AGL in writing within five working days from receipt of confirmation of the transaction from AGL. I understand that this
authorization is subject to the terms and provisions of my Platnium Investor Variable Annuity contract and its related
prospectus. This authorization will remain in effect until my written notice of its revocation is received by AGL at its main
office.

[ ] CHECK HERE TO DECLINE TELEPHONE TRANSFER PRIVILEGE.
- ----------------------------------------------------------------------------------------------------------------------------------
10. REPLACEMENT Will the proposed contract replace any existing annuity or insurance contract? [ ]No [ ]Yes
(If yes, list company name, plan, year of issue and complete appropriate replacement documents.)
- ----------------------------------------------------------------------------------------------------------------------------------
11. SPECIAL INSTRUCTIONS
- ----------------------------------------------------------------------------------------------------------------------------------
12. SIGNATURES

All statements made in this application are true to the best of our knowledge and belief, and we agree to all terms and
conditions as shown.
We further agree that this application, if attached, shall be a part of the annuity contract, and verify our understanding that
ALL PAYMENTS AND VALUES PROVIDED BY THE CONTRACT, WHEN BASED ON INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE, MAY
INCREASE OR DECREASE, AND ARE NOT GUARANTEED AS TO THE DOLLAR AMOUNT.
We acknowledge receipt of the current prospectuses for the American General Life Insurance Company Separate Account D, [AIM
Variable Insurance Funds, Inc., American General Series Portfolio Company, Dreyfus Socially Responsible Growth Funds, Inc.,
Dreyfus Variable Investment Fund, MFS Variable Insurance Trust, Morgan Stanley Dean Witter Universal Funds, Inc., Safeco
Resource Series Trust, Templeton Variable Products Series Fund and Van Kampen Life Investment Trust.]If this application is for
an IRA, ROTH IRA, or a Simplified Employee Pension, we acknowledge receipt of the applicable Individual Retirement Annuity
Disclosure Statement provided to us in conjunction with the current prospectuses.
Any person who knowingly and with intent to injure, defraud, or deceive any insurer files a statement of claim or an application
containing any false, incomplete, or misleading information is guilty of a felony of the third degree.
------------------------------------------------------------------------------------------------------------------------------
UNDER PENALTIES OF PERJURY, I CERTIFY (1) THAT THE SOCIAL SECURITY (OR TAXPAYER IDENTIFICATION) NUMBER IS CORRECT AS IT APPEARS
IN THIS APPLICATION AND (2) THAT I AM NOT SUBJECT TO BACKUP WITHHOLDING UNDER SECTION 3406 (a)(1)(C) OF THE INTERNAL REVENUE
CODE.
THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER THAN THE CERTIFICATIONS
REQUIRED TO AVOID BACKUP WITHHOLDING.
------------------------------------------------------------------------------------------------------------------------------
Signed at _______________________________________________________________________ Date:____________________________
CITY STATE

__________________________________________________ _________________________________________________________
SIGNATURE OF ANNUITANT SIGNATURE OF OWNER (if different than Annuitant)

__________________________________________________ _________________________________________________________
SIGNATURE OF CONTINGENT ANNUITANT (if applicable) SIGNATURE OF JOINT OWNER (if applicable)
- ----------------------------------------------------------------------------------------------------------------------------------
13. DEALER/LICENSED AGENT INFORMATION AND SIGNATURES
Licensed Agent: ______________________________________________ ______________________________________________
PRINT NAME AGENT NUMBER/LOCATION

______________________________________________ ______________________________________________
PHONE STATE LICENSE NUMBER

Will the proposed contract replace any existing annuity or insurance contract? [ ] NO [ ] YES
The agent hereby certifies he/she witnessed the signature(s) contained in this application and that all information contained
in this application is true to the best of his/her knowledge and belief.

Signature of Licensed Agent: _______________________________________________________________

Broker Dealer: _____________________________________________________________________________
PRINT NAME
Branch Office: ________________________________________________________________________________________________________
STREET ADDRESS CITY STATE ZIP
Signature of Licensed Principal of Broker Dealer: ______________________________________________________________________

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

For Agent Use Only - Contact your Home Office for details. [ ] Profile A [ ] Profile B [ ] Profile C Once selected,
Profile cannot be changed on this contract.

</TABLE>

<PAGE>

EXHIBIT 99(8)(b)

ADMINISTRATIVE SERVICES AGREEMENT

AMERICAN GENERAL LIFE INSURANCE COMPANY ("INSURER") and A I M ADVISORS,
INC. ("AIM") (collectively, the "Parties") mutually agree to the arrangements
set forth in this Administrative Services Agreement (the "Agreement") dated as
of June 1, 1998.

WHEREAS, AIM is the investment adviser to AIM Variable Insurance Funds,
Inc. (the "Fund"); and

WHEREAS, AIM has entered into an amended Master Administrative Services
Agreement, dated May 1, 1998, with the Fund ("Master Agreement") pursuant to
which it has agreed to provide, or arrange to provide, certain administrative
services, including such services as may be requested by the Fund's Board of
Directors from time to time; and

WHEREAS, INSURER issues variable life insurance policies and/or variable
annuity contracts (collectively, the "Contracts"); and

WHEREAS, INSURER has entered into a participation agreement, dated June 1,
1998 ("Participation Agreement") with the Fund, pursuant to which the Fund has
agreed to make shares of certain of its portfolios ("Portfolios") available for
purchase by one or more of INSURER's separate accounts or divisions thereof
(each, a "Separate Account"), in connection with the allocation by Contract
owners of purchase payments to corresponding investment options offered under
the Contracts; and

WHEREAS, INSURER and AIM expect that the Fund, and its Portfolios, can
derive substantial savings in administrative expenses by virtue of having one or
more Separate Accounts of INSURER each as a single shareholder of record of
Portfolio shares, rather than having numerous public shareholders of such
shares; and

WHEREAS, INSURER and AIM expect that the Fund, and its Portfolios, can
derive such substantial savings because INSURER performs the administrative
services listed on Schedule A hereto for the Fund in connection with the
Contracts issued by INSURER; and

WHEREAS, INSURER has no contractual or other legal obligation to perform
such administrative services, other than pursuant to this Agreement and the
Participation Agreement; and
<PAGE>

WHEREAS, INSURER desires to be compensated for providing such
administrative services; and

WHEREAS, AIM desires that the Fund benefit from the lower administrative
expenses resulting from the administrative services performed by INSURER; and

WHEREAS, AIM desires to retain the administrative services of INSURER and
to compensate INSURER for providing such administrative services;

NOW, THEREFORE, the Parties agree as follows:

SECTION 1. ADMINISTRATIVE SERVICES; PAYMENTS THEREFOR.

(a) INSURER shall provide the administrative services set out in Schedule
A hereto and made a part hereof, as the same may be amended from time to time.
For such services, AIM agrees to pay to INSURER a quarterly fee ("Quarterly
Fee") equal to a percentage of the average daily net assets of the Fund
attributable to the Contracts issued by INSURER ("INSURER Fund Assets") at the
following annual rates:

ANNUAL RATE TOTAL AVERAGE QUARTERLY NET ASSETS FOR ALL PORTFOLIOS
----------- -----------------------------------------------------

0.15% Less than $100 million

0.20% $100 million or more

(b) AIM shall calculate the Quarterly Fee at the end of each calendar
quarter and will make such payment to INSURER, without demand or notice by
INSURER, within 30 days thereafter, in a manner mutually agreed upon by the
Parties from time to time.

(c) From time to time, the Parties shall review the Quarterly Fee to
determine whether it exceeds or is reasonably expected to exceed the incurred
and anticipated costs, over time, of INSURER. The Parties agree to negotiate in
good faith a reduction to the Quarterly Fee as necessary to eliminate any such
excess or as necessary to reflect a reduction in the fee paid by the Fund to AIM
pursuant to the Master Agreement.

SECTION 2. NATURE OF PAYMENTS.

The Parties to this Agreement recognize and agree that AIM's payments
hereunder are for administrative services only and do not constitute payment in
any manner for investment advisory services or for costs of distribution of
Contracts or of Portfolio shares, and are not otherwise related to investment
advisory or distribution services or expenses. INSURER represents and warrants
that the fees to be paid by AIM for services
<PAGE>

to be rendered by INSURER pursuant to the terms of this Agreement are to
compensate the INSURER for providing administrative services to the Fund, and
are not designed to reimburse or compensate INSURER for providing administrative
services with respect to the Contracts or any Separate Account.

SECTION 3. TERM AND TERMINATION.

Any Party may terminate this Agreement, without penalty, on 60 days'
written notice to the other Party. Unless so terminated, this Agreement shall
continue in effect for so long as AIM or its successor(s) in interest, or any
affiliate thereof, continues to perform in a similar capacity for the Fund, and
for so long as INSURER provides the services contemplated hereunder with respect
to Contracts under which values or monies are allocated to a Portfolio.

SECTION 4. AMENDMENT.

This Agreement may be amended upon mutual agreement of the Parties in
writing.

SECTION 5. NOTICES.

All notices, requests, demands and other communications hereunder shall be
in writing and shall be deemed to have been duly given if delivered

AMERICAN GENERAL LIFE COMPANIES
c/o American General Independent Producer Division
2727-A Allen Parkway
Houston, Texas 77019
Facsimile: (713) 831-3071
Attention: Steven Glover, Esq.

A I M ADVISORS, INC.
11 Greenway Plaza, Suite 100
Houston, Texas 77046
Facsimile: (713) 993-9185
Attention: Nancy L. Martin, Esq.

Section 6. MISCELLANEOUS.

(a) Successors and Assigns. This Agreement shall be binding upon the
Parties and their transferees, successors and assigns. The benefits of and the
right to enforce this Agreement shall accrue to the Parties and their
transferees, successors and assigns.
<PAGE>

(b) Assignment. Neither this Agreement nor any of the rights, obligations
or liabilities of any Party hereto shall be assigned without the written consent
of the other Party.

(c) Intended Beneficiaries. Nothing in this Agreement shall be construed
to give any person or entity other than the Parties, as well as the Fund, any
legal or equitable claim, right or remedy. Rather, this Agreement is intended
to be for the sole and exclusive benefit of the Parties, as well as the Fund.

(d) Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original but all of which shall together constitute one
and the same instrument.

(e) Applicable Law. This Agreement shall be interpreted, construed, and
enforced in accordance with the laws of the State of Delaware without reference
to the conflict of law principles thereof.

(f) Severability. If any portion of this Agreement shall be found to be
invalid or unenforceable by a court or tribunal or regulatory agency of
competent jurisdiction, the remainder shall not be affected thereby, but shall
have the same force and effect as if the invalid or unenforceable portion had
not been inserted.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date
of first above written.

AMERICAN GENERAL LIFE INSURANCE COMPANY

By: /s/ Don M. Ward
-------------------------------

Title: Senior Vice President
----------------------------

A I M ADVISORS, INC.

By: /s/ Robert H. Graham
-------------------------------

Title: President
----------------------------

<PAGE>

SCHEDULE A
ADMINISTRATIVE SERVICES FOR
AIM VARIABLE INSURANCE FUNDS, INC.

INSURER shall provide certain administrative services respecting the
operations of the Fund, as set forth below. This Schedule, which may be amended
from time to time as mutually agreed upon by INSURER and AIM, constitutes an
integral part of the Agreement to which it is attached. Capitalized terms used
herein shall, unless otherwise noted, have the same meaning as the defined terms
in the Agreement to which this Schedule relates.

A. RECORDS OF PORTFOLIO SHARE TRANSACTIONS; MISCELLANEOUS RECORDS

1. INSURER shall maintain master accounts with the Fund, on behalf of each
Portfolio, which accounts shall bear the name of INSURER as the record owner of
Portfolio shares on behalf of each Separate Account investing in the Portfolio.

2. INSURER shall maintain a daily journal setting out the number of shares
of each Portfolio purchased, redeemed or exchanged by Contract owners each day,
as well as the net purchase or redemption orders for Portfolio shares submitted
each day, to assist AIM, the Fund and/or the Fund's transfer agent in tracking
and recording Portfolio share transactions, and to facilitate the computation of
each Portfolio's net asset value per share. INSURER shall promptly provide AIM,
the Fund, and the Fund's transfer agent with a copy of such journal entries or
information appearing thereon in such format as may be reasonably requested from
time to time. INSURER shall provide such other assistance to AIM, the Fund, and
the Fund's transfer agent as may be necessary to cause various Portfolio share
transactions effected by Contract owners to be properly reflected on the books
and records of the Fund.

3. In addition to the foregoing records, and without limitation, INSURER
shall maintain and preserve all records as required by law to be maintained and
preserved in connection with providing administrative services hereunder.

B. ORDER PLACEMENT AND PAYMENT

1. INSURER shall determine the net amount to be transmitted to the
Separate Accounts as a result of redemptions of each Portfolio's shares based on
Contract owner redemption requests and shall disburse or credit to the Separate
Accounts all proceeds of redemptions of Portfolio shares. INSURER shall notify
the Fund of the cash required to meet redemption payments.

2. INSURER shall determine the net amount to be transmitted to the Fund as
a result of purchases of Portfolio shares based on Contract owner purchase
payments and
<PAGE>

transfers allocated to the Separate Accounts investing in each Portfolio.
INSURER shall transmit net purchase payments to the Fund's custodian.

C. ACCOUNTING SERVICES

INSURER shall perform miscellaneous accounting services as may be
reasonably requested from time to time by AIM, which services shall relate to
the business contemplated by the Participation Agreement between INSURER and the
Fund, as amended from time to time. Such services shall include, without
limitation, periodic reconciliation and balancing of INSURER's books and records
with those of the Fund with respect to such matters as cash accounts, Portfolio
share purchase and redemption orders placed with the Fund, dividend and
distribution payments by the Fund, and such other accounting matters that may
arise from time to time in connection with the operations of the Fund as related
to the business contemplated by the Participation Agreement.

D. REPORTS

INSURER acknowledges that AIM may, from time to time, be called upon by the
Fund's Board of Directors ("Board"), to provide various types of information
pertaining to the operations of the Fund and related matters, and that AIM also
may, from time to time, decide to provide such information to the Board in its
own discretion. Accordingly, INSURER agrees to provide AIM with such assistance
as AIM may reasonably request so that AIM can report such information to the
Fund's Board in a timely manner. INSURER acknowledges that such information and
assistance shall be in addition to the information and assistance required of
INSURER pursuant to the Fund's mixed and shared funding SEC exemptive order,
described in the Participation Agreement.

INSURER further agrees to provide AIM with such assistance as AIM may
reasonably request with respect to the preparation and submission of reports and
other documents pertaining to the Fund to appropriate regulatory bodies and
third party reporting services.

E. FUND-RELATED CONTRACT OWNER SERVICES

INSURER agrees to print and distribute, in a timely manner, prospectuses,
statements of additional information, supplements thereto, periodic reports,
proxy materials and any other materials of the Fund required by law or otherwise
to be given to its shareholders, including, without limitation, Contract owners
investing in Portfolio shares. INSURER further agrees to provide telephonic
support for Contract owners, including, without limitation, advice with respect
to inquiries about the Fund and each Portfolio thereof (not including
information about performance or related to sales), communicating with Contract
owners about Fund (and Separate Account) performance, and assisting with
<PAGE>

proxy solicitations, specifically with respect to soliciting voting instructions
from Contract owners.

F. MISCELLANEOUS SERVICES

INSURER shall provide such other administrative support to the Fund as mutually
agreed between INSURER and AIM or the Fund from time to time. INSURER shall,
from time to time, relieve the Fund of other usual or incidental administration
services of the type ordinarily borne by mutual funds that offer shares to
individual members of the general public.

<PAGE>

EXHIBIT 99(8)(c)

AGREEMENT

AGREEMENT made as of the 11th day of August, 1998 by and between (i) The
Dreyfus Corporation ("Dreyfus"), a New York corporation; and (ii) American
General Life Insurance Company ("Client"), a Texas corporation.

WITNESSETH:

WHEREAS, each of the investment companies listed on Schedule A hereto as such
Schedule may be amended from time to time (collectively the "Dreyfus Funds,"
each a "Fund") are investment companies registered under the Investment Company
Act of 1940, as amended (the "Act"); and

WHEREAS, Client has entered into a Fund Participation Agreement (the
"Participation Agreement") with each of the Dreyfus Funds listed on Schedule A
hereto; and

WHEREAS, Dreyfus provides investment advisory and/or administrative services to
the Dreyfus Funds; and

WHEREAS, Premier Mutual Fund Services, Inc. ("Premier") is the distributor for
the Dreyfus Funds; and

WHEREAS, the parties hereto have agreed to arrange separately for the
performance of sub-accounting services for owners of shares of the Dreyfus Funds
who maintain their shares in a variable annuity account with Client; and

WHEREAS, Dreyfus desires Client to perform such services and Client is willing
and able to furnish such services on the terms and conditions hereinafter set
forth.

NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter contained, each party hereto severally agrees as follows:

1. Client agrees to perform the administrative services specified in Exhibit A
hereto (the "Administrative Services") for the benefit of the shareholders of
the Dreyfus Funds who maintain their shares of any such Dreyfus Funds in
variable annuity and variable life insurance accounts with Client and whose
shares are included in the master account ("Master Account") referred to in
paragraph 1 of Exhibit A (collectively, the "Client Customers").

2. Client represents that each beneficial owner of the shares is aware of and
agrees to the arrangements provided for in this Agreement. Client represents and
agrees that it will maintain
<PAGE>

and preserve all records as required by law to be maintained and preserved in
connection with providing the Administrative Services, and will otherwise comply
with all laws, rules and regulations applicable to the Administrative Services.
Upon the request of Dreyfus or its representatives, Client shall provide copies
of all the historical records relating to transactions between the Dreyfus Funds
and Client Customers, and written communications regarding the Fund(s) to or
from such Customers and other materials, in each case as may reasonably be
requested to enable Dreyfus or its representatives, including without limitation
its auditors, legal counsel or distributor, to monitor and review the
Administrative Services, or to comply with any request of the board of
directors, or trustees or general partners (collectively, the "Directors") of
any Fund or of a governmental body, self-regulatory organization or a
shareholder. Client agrees that it will permit Dreyfus, the Dreyfus Funds or
their representatives to have reasonable access to its personnel and records in
order to facilitate the monitoring of the quality of the services.

3. Client may, with the consent of Dreyfus, contract with or establish
relationships with other parties for the provision of the Administrative
Services or other activities of Client required by the Agreement, provided that
Client shall be fully responsible for the acts and omissions of such other
parties.

4. Client hereby agrees to notify Dreyfus promptly if for any reason it is
unable to perform fully and promptly any of its obligations under this
Agreement.

5. Client hereby represents and covenants that it does not, and will not, own or
hold or control with power to vote any shares of the Dreyfus Funds which are
registered in the name of Client or the name of its nominee and which are
maintained in Client variable annuity accounts. Client represents further that
it is registered as a broker-dealer under the Securities Exchange Act of 1934,
as amended (the "1934 Act"), and any applicable state securities laws, and as a
transfer agent under the 1934 Act, or is not required to be so registered,
including as a result of entering into this Agreement and performing the
Administrative Services.

6. The provisions of the Agreement shall in no way limit the authority of
Dreyfus, or any Dreyfus Fund or Premier to take such action as any of such
parties may deem appropriate or advisable in connection with all matters
relating to the operations of any of such Funds and/or sale of its shares.

7. In consideration of the performance of the Administrative Services by Client,
Dreyfus agrees to pay Client a monthly fee at an annual rate which shall equal
the percentage value, as set forth in Exhibit A, of each Fund's average daily
net assets maintained in the Master Account for Client Customers. Payment shall
be made within 30 days following the end of each month.

2
<PAGE>

8. Client shall indemnify and hold harmless the Dreyfus Funds, The Dreyfus
Corporation, Dreyfus Service Corporation ("DSC"), Premier, and each of their
respective officers, directors, employees and agents from and against any and
all losses, claims, damages, expenses, or liabilities that any one or more of
them may incur, including without limitation reasonable attorneys' fees,
expenses and costs arising out of or related to the performance or non-
performance of Client of its responsibilities under this Agreement.

9. This Agreement may be terminated without penalty at any time by Client or by
Dreyfus as to all of the Dreyfus Funds collectively, upon 180 days written
notice to the other party. The provisions of paragraph 2 and paragraph 8 shall
continue in full force and effect after termination of this Agreement.
Notwithstanding the foregoing, this Agreement shall not require Client to
preserve any records (in any medium or format) relating to this Agreement beyond
the time periods otherwise required by the laws to which Client or the Dreyfus
Funds are subject provided that such records shall be offered to the Dreyfus
Funds in the event Client decides to no longer preserve such records following
such time periods.

10. After the date of any termination of this Agreement in accordance with
paragraph 9, no fee will be due with respect to any amounts first placed in the
Master Account for Client Customers after the date of such termination.
However, notwithstanding any such termination, Dreyfus will remain obligated to
pay Client the fee specified in paragraph 7 with respect to the value of each
Fund's average daily net assets maintained in the Master Account as of the date
of such termination, for so long as such amounts are held in the Master Account
and Client continues to provide the Administrative Services with respect to such
amounts in conformity with this Agreement. This Agreement, or any provision
hereof, shall survive termination to the extent necessary for each party to
perform its obligations with respect to amounts for which a fee continues to be
due subsequent to such termination.

11. Dreyfus may add to the Dreyfus Funds any other investment company for which
Dreyfus serves as investment adviser or administrator by giving written notice
to Client that it has elected to do so.

12. Client understands and agrees that the obligations of Dreyfus under this
Agreement are not binding upon any of the Dreyfus Funds, upon any of their Board
members or upon any shareholder of any of the Funds.

13. It is understood and agreed that in performing the services under this
Agreement Client, acting in its capacity described herein, shall at no time be
acting as an agent for Dreyfus, or

3
<PAGE>

DSC, or Premier or any of the Dreyfus Funds. Client agrees, and agrees to cause
its agents, not to make any representations concerning a Fund except those
contained in the Fund's then-current prospectus or in current sales literature
furnished by the Fund, Dreyfus or Premier to Client.

14. This Agreement, including the provisions set forth herein in paragraph 7,
may only be amended pursuant to a written instrument signed by the party to be
charged. This Agreement may not be assigned by a party hereto, by operation of
law or otherwise, without the prior, written consent of the other party.

15. This Agreement shall be governed by the laws of the State of New York,
without giving effect to the principles of conflicts of law of such
jurisdiction.

16. This Agreement, including its Exhibit and Schedule, constitutes the entire
agreement between the parties with respect to the matters dealt with herein, and
supersedes any previous agreements and documents with respect to such matters.

IN WITNESS HEREOF, the parties hereto have executed and delivered this Agreement
as of the date first above written.

AMERICAN GENERAL LIFE INSURANCE COMPANY

By: /S/ Don M. Ward
---------------------------------------
Authorized Signatory

Don M. Ward
- --------------------------------------
Print or Type Name

THE DREYFUS CORPORATION

By: Lawrence S. Kash
---------------------------------
Authorized Signatory

Lawrence S. Kash
- --------------------------------------
Print or Type Name

4
<PAGE>

SCHEDULE A

Fund Code Fee Fund Name

120 .15% Dreyfus Variable Investment Fund - Quality Bond Portfolio
121 .15% Dreyfus Variable Investment Fund - Small Cap Portfolio
<PAGE>

EXHIBIT A

Pursuant to the Agreement by and among the parties hereto, Client shall perform
the following Administrative Services:

1. Maintain separate records for each Client Customer, which records shall
reflect shares purchased and redeemed and share balances. Client shall maintain
the Master Account with the transfer agent of the Fund on behalf of Client
Customers and such Master Account shall be in the name of Client or its nominee
as the record owner of the shares owned by such Client Customers.

2. For each Fund, disburse or credit to Client Customers all proceeds of
redemptions of shares of the Fund and all dividends and other distributions not
reinvested in shares of the Fund.

3. Prepare and transmit to Client Customers periodic account statements showing
the total number of shares owned by the Customer as of the statement closing
date, purchases and redemptions of Fund shares by the Customer during the period
covered by the statement, and the dividends and other distributions paid to the
Customer during the statement period (whether paid in cash or reinvested in Fund
shares).

4. Transmit to Client Customers proxy materials and reports and other
information received by Client from any of the Funds and required to be sent to
shareholders under the federal securities laws and, upon request of the Fund's
transfer agent, transmit to Client Customers material fund communications deemed
by the Fund, through its Board of Directors or other similar governing body, to
be necessary and proper for receipt by all fund beneficial shareholders.

5. Transmit to the Fund's transfer agent purchase and redemption orders on
behalf of Client Customers.
<PAGE>

AMENDMENT TO AGREEMENT

The agreement dated as of August 11, 1998 between The Dreyfus
Corporation and American General Life Insurance Company for the provision of
administrative services (the "Agreement") is hereby amended as follows:

Schedule A to the Agreement is deleted and replaced in its entirety by
the following:

"SCHEDULE A

Fund Code Fee Fund Name

120 .15% Dreyfus Variable Investment Fund Quality Bond Portfolio
121 .15% Dreyfus Variable Investment Fund Small Cap Portfolio
111 .15% The Dreyfus Socially Responsible Growth Fund, Inc."

All other terms and provisions of the Agreement not amended herein
shall remain in full force and effect.

Effective Date: December 1, 1998

AMERICAN GENERAL LIFE THE DREYFUS CORPORATION
INSURANCE COMPANY

By:/s/ Don M. Ward By: /s/ Lawrence S. Kash
-------------------------- ----------------------------

Name:Don M. Ward Name: Lawrence S. Kash
------------------------ ---------------------------

Title:Senior Vice President-Variable Contracts Title: Vice Chairman
---------------------------------------- -------------------------

<PAGE>

EXHIBIT 99(8)(d)

Franklin Templeton Services, Inc.
777 Mariners Island Blvd.
San Mateo, CA 94404

Re: Administrative Services Agreement

Gentlemen:

This letter sets forth the agreement (the "Agreement") between American General
Life Insurance Company (the "Company") and Franklin Templeton Services, Inc.
(the "Fund Administrator") concerning certain administrative services with
respect to the series (each a "Fund") of Templeton Variable Products Series Fund
(the "Trust"), as specified in the Participation Agreement identified below, as
of ___________, 1998.

1. Administrative Services and Expenses. Administrative services for the
Company's Separate Accounts (the "Accounts") with respect to their ongoing
investments in the Funds pursuant to the Fund Participation Agreement, as
amended from time to time, among the Company, the Trust, and Franklin Templeton
Distributors, Inc. (the "Underwriter"), among others, dated ___________, 1998
(the "Participation Agreement"), and administrative services for purchasers of
variable life and annuity contracts (the "Contracts") issued through the
Accounts, are and shall be the responsibility of the Company. Administrative
services for the Funds in which the Account invests, and for purchasers of
shares of the Funds, are and shall be the responsibility of the Fund
Administrator or its affiliates. The administrative and other
services provided by the Company that are subject to this letter agreement are
set forth in Schedule A hereto.

2. Administrative Expense Payments. The Fund Administrator recognizes the
Company, on behalf of the Accounts, as the shareholder of shares of the Funds
purchased under the Participation Agreement on behalf of the Accounts. The Fund
Administrator further recognizes that it will derive a substantial
administrative convenience by virtue of having the Company be the shareholder of
record of shares of the Funds purchased under the Participation Agreement,
rather than multiple shareholders having record ownership of such shares. The
Fund Administrator recognizes that the Company will provide administrative
services necessary to facilitate investment in the Funds.

1
<PAGE>

In consideration of the administrative services provided by the Company and the
administrative convenience resulting to the Fund Administrator described above,
the Fund Administrator agrees to pay the Company a fee, computed daily and paid
quarterly in arrears, equal to ten (10) basis points (0.10%) per year applied to
the average daily net assets of the shares of the Funds held in the subaccounts
of the Accounts.

The Fund Administrator will calculate and pay the Company its fee within thirty
(30) days after the end of the three-month periods ending in January, April,
July and November. Such payment will be by wire transfer unless the amount
thereof is less than $500. Wire transfers will be sent to the bank account and
in the manner specified by the Company. Such wire transfer will be separate from
wire transfers of redemption proceeds and distributions. Amounts less than $500
shall be paid by check or by another method acceptable to both parties. The Fund
Administrator will not adjust the amount of any payment to correct errors or for
any other reason, unless the Company notifies the Fund Administrator in writing
of its request for an adjustment within thirty (30) days after receipt of the
payment.

The Company acknowledges that the rate and amount of payments to be made to
Company under this Paragraph 2 are proprietary and confidential information of
the Fund Administrator and its affiliates, and that disclosure of this
information to third parties may cause damage to Fund Administrator or its
affiliates. The Company agrees to take any and all reasonable actions to limit
disclosure of this information to only those of its employees, officers,
consultants and agents who need the information in order to perform their
duties, and to notify such persons of the terms of this paragraph. With respect
to individuals who have confidential information at the date of this Agreement,
the Company shall have satisfied its obligation under this paragraph by
disseminating written notice of this paragraph to individuals who are likely to
have had access to this information, as determined by the Company's management
in its sole discretion. In the event any other party seeks to compel disclosure
of confidential information through judicial or administrative process, then the
Company shall promptly give Fund Administrator written notice of such demand
and, if requested by Fund Administrator, shall cooperate in Fund Administrator's
efforts to challenge or limit any such disclosure. Violation of the
confidentiality provision of Paragraph 2 shall be grounds for immediate
termination of the Agreement by the Fund Administrator in its sole discretion.
Nothing in this Agreement shall prevent the Company from disclosing the
existence of this Agreement or similar agreements in the Contracts' prospectuses
or elsewhere.

3. Nature of Payments. The parties to this letter agreement recognize and
agree that the Fund Administrator's payments to the Company relates to
administrative services only and do not constitute payment in any manner for
investment advisory services or for costs of distribution of Contracts or of
shares of the Fund, and that these payments are not otherwise related to
investment advisory or distribution services or expenses. The amount of the
payments made by the Fund Administrator to the Company pursuant to Paragraph 2
of this letter agreement will not be deemed to be conclusive with respect to

2
<PAGE>

actual administrative expenses incurred by the Company or savings of the Fund
Administrator.

4. This letter agreement will remain in full force and effect from the date
of this Agreement specified on page 1, for so long as any assets of the Funds
are attributable to amounts invested by the Account under the Participation
Agreement, unless terminated in accordance with Paragraph 5 of this letter
agreement. In accordance with the Participation Agreement, the fee described in
Paragraph 2, above, will continue to be due and payable with respect to the
shares attributable to Contracts existing and in effect on the date this letter
agreement is terminated pursuant to Paragraph 5, below.

5. Termination. This letter agreement may be terminated upon either (1)
thirty (30) days' written notice from one party to the other; or (2) upon
cessation of investment by the Account in the Fund pursuant to the Participation
Agreement.

6. Amendment. This letter agreement may be amended only upon mutual
agreement of the parties hereto in writing.

7. Counterparts. This letter agreement may be executed in counterparts,
each of which will be deemed an original but all of which will together
constitute one and the same instrument.

8. Entire Agreement. This letter agreement, together with the attached
Schedules or attachments, contains the entire agreement among the parties and
supersedes any prior or inconsistent agreements, understandings or arrangements
among the parties with respect to the subject matter of this letter agreement,
all of which are merged herein.

9. Arbitration. In the event of a dispute concerning any provision of
this Agreement, either party may require the dispute to be submitted to binding
arbitration under the commercial arbitration rules of the American Arbitration
Association. Judgment upon any arbitration award may be entered by any court
having jurisdiction. This Agreement shall be interpreted in accordance with the
laws of the state of Florida and shall be subject to any applicable federal
securities laws.

3
<PAGE>

If this letter agreement is consistent with your understanding of the matters we
discussed concerning administrative expense payments, kindly sign below and
return a signed copy.

Very truly yours,
American General Life Insurance Company

By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------

ATTEST:

By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------

Acknowledged and Agreed:

FRANKLIN TEMPLETON SERVICES, INC.

By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------

Attachment: Schedule A

4
<PAGE>

SCHEDULE A

Maintenance of Books and Records
--------------------------------
. Assist as necessary to maintain book entry records on behalf of the
Funds regarding issuance to, transfer within (via net purchase
orders) and redemption by the Accounts of Fund shares.
. Maintain general ledgers regarding the Accounts' holdings of Fund
shares, coordinate and reconcile information, and coordinate
maintenance of ledgers by financial institutions and other
contract owner service providers.

Communication with the Funds
----------------------------
. Serve as the designee of the Funds for receipt of purchase and
redemption orders from the Account and to transmit such orders, and
payment therefor, to the Funds.
. Coordinate with the Funds' agents respecting daily valuation of the
Funds' shares and the Accounts' units.
. Purchase Orders
- Determine net amount available for investment in the Funds.
- Deposit receipts at the Funds' custodians (generally by wire
transfer).
- Notify the custodians of the estimated amount required to pay
dividend or distribution.
. Redemption Orders
- Determine net amount required for redemptions by the
Funds.
- Notify the custodian and Funds of cash required to meet
payments.
. Purchase and redeem shares of the Funds on behalf of the Account at
the then-current price in accordance with the terms of each Fund's
then current prospectus.
. Assist in routing and revising sales and marketing materials to
incorporate or reflect the comments made on behalf of the Trust or
its underwriter.
. Assistance in enforcing procedures adopted on behalf of the Trust to
reduce, discourage, or eliminate market timing transactions in a
Fund's shares in order to reduce or eliminate adverse effects on the
Fund or its shareholders.

Processing Distributions from the Funds
---------------------------------------
. Process ordinary dividends and capital gains.
. Reinvest the Funds' distributions.

5
<PAGE>

Reports
-------
. Periodic information reporting to the Funds, including, but not
limited to, furnishing registration statements, prospectuses,
statements of additional information, reports, solicitations for
voting instructions, sales or promotional materials and any other SEC
filings with respect to the Accounts invested in the Funds.
. Periodic information reporting about the Funds, including any
necessary delivery of the Funds' prospectus and annual and semi-
annual reports to contract owners.

Fund-related Contract Owner Services
------------------------------------
. Maintain adequate fidelity bond or similar coverage for all Company
officers, employees, investment advisors and other individuals or
entities controlled by the Company who deal with the money and/or
securities of the Funds.
. Provide general information with respect to Fund inquiries (not
including information about performance or related to sales).
. Provide information regarding performance of the Funds and the
subaccounts of the Accounts.
. Oversee and assist the solicitation, counting and voting or contract
owner voting interests in the Funds pursuant to Fund proxy
statements.

Other Administrative Support
----------------------------
. Provide other administrative and legal compliance support for the
Funds as mutually agreed upon by the Company and the Funds or the
Fund Administrator.
. Relieve the Funds of other usual or incidental administrative
services provided to individual contract owners.

<PAGE>

EXHIBIT 99(8)(e)

AGREEMENT

THIS AGREEMENT ("Agreement") made as of January 24, 1997, is by and between
MORGAN STANLEY DEAN WITTER INVESTMENT MANAGEMENT INC., a Delaware corporation,
MILLER ANDERSON & SHERRERD LLP, a Pennsylvania limited liability partnership
(collectively, "Adviser") and AMERICAN GENERAL LIFE INSURANCE COMPANY, a Texas
corporation ("AGL").

W I T N E S S E T H:

WHEREAS, the investment company identified on Schedule One hereto ("Schedule
One," as the same may be amended from time to time) is registered as an open-end
management investment company under the Investment Company Act of 1940, as
amended (the "Act") (the "Investment Company" - the portfolios of the Investment
Company identified in Schedule One are referred to herein individually as a
"Fund" and collectively as the "Funds"); and

WHEREAS, each of the Funds is available as the investment vehicle for certain
separate accounts of AGL, established for variable life insurance policies
and/or variable annuity contracts offered by AGL (individually or collectively,
the "Separate Account"); and

WHEREAS, AGL has entered into a participation agreement dated January 24, 1997
with the Investment Company, Adviser and certain others(the "Participation
Agreement," as the same may be amended from time to time); and

WHEREAS, Adviser provides, among other things, investment advisory and/or
administrative services to the Investment Company; and

WHEREAS, Adviser desires AGL to provide the administrative services specified in
the attached Exhibit A ("Administrative Services") in connection with the
ownership of interests of the Separate Account, which holds shares of the Funds,
and AGL is willing and able to provide such Administrative Services on the terms
and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter contained, each party hereto severally agrees as follows:

1. AGL agrees to perform the Administrative Services specified in Exhibit A
hereto for the benefit of variable annuity and variable life insurance
contracts that participate in the Separate Account.

2. AGL may, with the consent of Adviser, contract with or establish
relationships with other parties for the provision of the Administrative
Services or other activities of AGL required by this Agreement, provided
that AGL shall be fully responsible for the acts and omissions of such other
parties.
<PAGE>

3. AGL hereby agrees to notify Adviser promptly if for any reason it is unable
to perform fully and promptly any of its obligations under this Agreement.

4. AGL hereby represents and covenants that it does not, and will not, own or
hold or control with power to vote any shares of the Funds which are
registered in the name of AGL or the name of its nominee and which are
maintained under AGL variable annuity or variable life insurance accounts.

5. The provisions of the Agreement shall in no way limit the authority of
Adviser or the Investment Company to take such action as any of such parties
may deem appropriate or advisable in connection with all matters relating to
the operations of any of the Funds and/or sale of shares of the Fund.

6. In consideration for the Administrative Services provided by AGL with
respect to the variable life insurance and variable annuity contracts
identified on Schedule Two, attached hereto, each Adviser agrees to pay AGL
a monthly fee at an annual rate which shall equal 0.15% of the net asset
value of the shares of each Fund for which it serves as adviser (as
indicated on Schedule One) and which is held in the Separate Account. The
foregoing fee will be paid by Adviser to AGL on a calendar quarter basis;
payment of such fee will be made by Adviser to AGL within thirty (30) days
following the end of each calendar quarter. The determination of the net
asset value of shares of each Fund held in the Separate Account shall be
made by averaging the net asset value of the shares as of the last Business
Day (as defined in the Participation Agreement) of each month falling within
the applicable calendar quarter.

Notwithstanding anything in this Agreement or the Participation Agreement
appearing to the contrary, the payments by Adviser to AGL relate solely to
the performance by AGL of the Administrative Services described herein only,
and do not constitute payment in any manner for services provided by AGL to
AGL policy or contract owners, or to any separate account organized by AGL,
or for any investment advisory services, or for costs associated with the
distribution of any variable annuity or variable life insurance contracts.

7. AGL shall indemnify and hold harmless the Investment Company, the Funds and
the Adviser and each of their respective officers, Directors, employees and
agents from and against any and all losses, claims, damages, expenses, or
liabilities that any one or more of them may incur including, without
limitation, reasonable attorneys' expenses and costs arising out of or
related to the performance or non-performance by AGL of the Administrative
Services under this Agreement.

8. This Agreement may be terminated without penalty at any time by AGL or by
Adviser as one or more of the Funds collectively, upon one hundred and
eighty days (180) written notice to the other party. Notwithstanding the
foregoing, the provisions of paragraphs 7 and 9 of this Agreement, shall
continue in full force and effect after termination of this Agreement.
<PAGE>

9. After the date of any termination of this Agreement in accordance with
paragraph 8 of this Agreement, no fee will be due with respect to any shares
of Funds first placed in the Separate Account after the date of such
termination. However, notwithstanding any such termination, Adviser will
remain obligated to pay AGL the fee specified in paragraph 6 of this
Agreement, with respect to the net asset value of shares of the Funds
maintained in the Separate Account as of the date of such termination, for
so long as such amounts are held in the Separate Account and AGL continues
to provide the Administrative Services with respect to such amounts in
conformity with this Agreement. This Agreement, or any provision hereof,
shall survive termination to the extent necessary for each party to perform
its obligations with respect to amounts for which a fee continues to be due
subsequent to such termination.

10. AGL understands and agrees that the obligations of Adviser under this
Agreement are not binding upon the Investment Company, upon any of its Board
members or upon any shareholder of any of the Funds.

11. It is understood and agreed that in performing the services under this
Agreement AGL, acting in its capacity described herein, shall at no time be
acting as an agent for Adviser or the Investment Company. AGL agrees, and
agrees to cause its agents, not to make any representations concerning the
Investment Company except those contained in the Investment Company's then-
current prospectus; in current sales literature furnished by the Investment
Company or Adviser to AGL; in the then-current prospectus for a variable
annuity contract or variable life insurance policy issued by AGL or then-
current sales literature with respect to such variable annuity contract or
variable life insurance policy, approved by Adviser.

12. This Agreement, including the provisions set forth herein in paragraph 6,
may only be amended pursuant to a written instrument signed by the party to
be charged. This Agreement may not be assigned by a party hereto, by
operation of law or otherwise, without the prior written consent of the
other party.

13. This Agreement shall be governed by the laws of the State of Texas, without
giving effect to the principles of conflicts of law of such jurisdiction.

14. This Agreement, including Exhibit A, Schedules One and Two constitutes the
entire agreement between the parties with respect to the matters dealt with
herein and supersedes any previous agreements and documents with respect to
such matters. The parties agree that Schedule One may be replaced from time
to time with a new Schedule One to accurately reflect any changes in the
Investment Company or Funds available as investment vehicles under the
Participation Agreement.
<PAGE>

IN WITNESS HEREOF, the parties hereto have executed and delivered this Agreement
as of the date first above written.

AMERICAN GENERAL LIFE INSURANCE COMPANY

By:
-------------------------------
Authorized Signatory

-------------------------------
Print or Type Name

MORGAN STANLEY DEAN WITTER
INVESTMENT MANAGEMENT INC.

By:
-------------------------------
Authorized Signatory

-------------------------------
Print or Type Name

MILLER ANDERSON & SHERRERD, LLP

By:
-------------------------------
Authorized Signatory

-------------------------------
Print or Type Name
<PAGE>

SCHEDULE ONE

INVESTMENT COMPANY NAME: FUND NAME(S) AND ADVISOR TO FUND:
- ----------------------- --------------------------------

Morgan Stanley Dean Witter Morgan Stanley Dean Witter Asset Universal
Funds, Inc Management Inc.:

International Magnum
Emerging Markets Equity
Global Equity
Equity Growth

Miller Anderson Sherrerd, LLP:

Fixed Income
High Yield
MidCap Value
<PAGE>

EXHIBIT A

Pursuant to the Agreement by and among the parties hereto, AGL shall perform the
following Administrative Services:

I. Assist the Investment Company in communicating with variable life insurance
policy owners and variable annuity contract owners and provide them with
information regarding the Funds, including (a) information on investment
objectives, policies and procedures, (b) information on Fund performance and (c)
answers to questions regarding Fund investments.

I. Create and utilize computer programs and other information systems that
assist the Investment Company in communicating Fund information to variable life
insurance policy owners and variable annuity contract owners.

I. Assist the Investment Company in educating AGL's home office and field
personnel on the management and operation of the Funds.

I. Transmit to variable life insurance policy owners and variable annuity
contract owners proxy materials and reports and other information received by
AGL from the Investment Company and required to be sent to policy and contract
owners under the federal securities laws and, upon request of the Investment
Company, transmit communications deemed by the Investment Company and its Board
of Directors to be necessary and proper for receipt by all policy and contract
owners participating in the Separate Account.

I. Provide to the Investment Company such periodic reports as shall reasonably
be necessary to enable the Investment Company and its Adviser to comply with
applicable securities and insurance laws.
<PAGE>

SCHEDULE TWO

VARIABLE LIFE INSURANCE AND ANNUITY CONTRACTS
COVERED UNDER AGREEMENT
(AS OF JANUARY 1, 1999)

1. Platinum I and Platium II Flexible Premium Variable Life Insurance Policies
(Form Nos. 97600 and 97610)

2. Legacy Plus Flexible Premium Variable Life Insurance Policies
(Form No. 98615)

3. Platinum Investor Variable Annuity
(Form No. 98020)

<PAGE>

EXHIBIT 99(8)(f)

American General Life Insurance Company
2727-A Allen Parkway
Houston, Texas 77019

Ladies and Gentlemen:

This letter amends and supersedes the letter agreement dated April 1, 1998
between SAFECO Asset Management Company ("SAM") and American General Life
Insurance Company ("AGL") concerning certain administrative services to be
provided by AGL on a sub-administration basis with respect to certain series of
the SAFECO Resource Series Trust (the "Fund") in connection with the
Participation Agreement between AGL, American General Securities Incorporated,
the Fund, and SAFECO Securities, Inc. (the "Participation Agreement").
Capitalized terms not defined herein shall have the meanings ascribed to them in
the Participation Agreement.

1. Administrative Services and Expenses. AGL shall be responsible for
administrative services for purchasers of Policies and for the Separate
Accounts named in Schedule B attached hereto and made a part hereof and
which invest in the Series pursuant to the Participation Agreement.
Administrative services for the Series in which the Separate Accounts
invest, and for purchasers of shares of the Series, are the responsibility
of the Fund.

AGL has agreed to assist SAM, as SAM may request from time to time, with
the provision of administrative services ("Administrative Services") to the
Series, on a sub-administration basis, as they may relate to the investment
in the Series by the Separate Accounts. It is anticipated that
Administrative Services may include (but shall not be limited to) the
printing and mailing of informational materials to owners of the Policies
supported by the Separate Accounts with allocations to the Series; the
provision of various reports for the Fund and for submission to the Fund's
Board of Trustees; the provision of shareholder support services with
respect to the Series; and the services listed on Schedule A attached
hereto and made a part hereof.

2. Administrative Expense Payments. In consideration of the anticipated
administrative expense savings resulting from the arrangements set forth in
this Agreement, SAM agrees to pay AGL on a quarterly basis an amount set
forth in Schedule B.
<PAGE>

For purposes of computing the payment to AGL contemplated under this
Paragraph 2 for each quarterly period, the total of the average daily net
assets invested by the Separate Accounts shall be multiplied by the rate
shown in Schedule B multiplied by the actual number of days in the period
divided by 365.

The expense payment contemplated by this Paragraph 2 shall be calculated by
SAM at the end of each quarter and will be paid to AGL within 30 days
thereafter on a pro-rata basis. Payment will be accompanied by a statement
showing the calculation of the quarterly amount payable by SAM and such
other supporting data as may be reasonably requested by AGL.

3. Nature of Payments. The parties to this letter agreement recognize and
agree that payments to AGL relate to Administrative Services only. The
amount of administrative expense payments made by SAM to AGL pursuant to
Paragraph 2 of this letter agreement shall not be deemed to be conclusive
with respect to SAM's actual administrative expenses or savings.

4. Term. This letter agreement shall remain in full force and effect for so
long as the assets of the Series are attributable to amounts invested by
the Separate Accounts under the Participation Agreement, unless terminated
in accordance with Paragraph 5 of this letter agreement.

5. Termination. This letter agreement may be terminated by either party upon
90 days' advance written notice or immediately upon termination of the
Participation Agreement or upon the mutual agreement of the parties hereto
in writing.

6. Representation. AGL represents and agrees that it will maintain and
preserve all records as required by law to be maintained and preserved in
connection with providing the Administrative Services, and will otherwise
comply with all laws, rules and regulations applicable to the
Administrative Services.

7. Subcontractors. AGL may, with the prior written consent of SAM, contract
with or establish relationships with other parties for the provision of the
Administrative Services or other activities of AGL required by this letter
agreement, provided that AGL shall be fully responsible for the acts and
omissions of such other parties. SAM agrees that American General Life
Companies, an affiliate of AGL, may provide services on behalf of AGL under
this letter agreement as provided in this paragraph.

8. Authority. This letter agreement shall in no way limit the authority of
the Fund or SAM to take such action as either party may deem appropriate or
advisable in connection with all matters relating to the operations of the
Fund and/or sale of its shares. AGL understands and agrees that the
obligations of SAM under this letter agreement are not binding upon the
Fund.
<PAGE>

9. Indemnification. This letter agreement will be subject to the
indemnification provisions in Section 12 of the Participation Agreement.

10. Miscellaneous. This letter agreement may be amended only upon mutual
agreement of the parties hereto in writing. This letter agreement may not
be assigned by either party hereto, by operation of law or otherwise,
without the prior written consent of the other party. This letter
agreement, including Schedule A and Schedule B, constitutes the entire
agreement between the parties with respect to the matters dealt with
herein, and supersedes any previous agreements and documents with respect
to such matters. This letter agreement may be executed in counterparts,
each of which shall be deemed an original but all of which shall together
constitute one and the same instrument. Each party agrees to notify the
other party promptly if for any reason it is unable to perform fully and
promptly any of its obligations under this letter agreement.

11. Notice. Any notices required to be sent hereunder shall be sent in
accordance with the Participation Agreement, except that any notice to SAM
hereunder shall be sent to:

SAFECO Asset Management Company
4333 Brooklyn Avenue N.E.
Seattle, Washington 98185
Attention: Institutional Division

Please indicate AGL's understanding of, and agreement to, the matters set forth
above by signing below and returning a signed copy to us.

Very truly yours,

By:
--------------------

Name: Leslie Eggerling - Vice President

Acknowledged and Agreed:

AMERICAN GENERAL LIFE INSURANCE COMPANY

By:
-------------------------------

Name:
------------------------------

Title:
-----------------------------

Attachment: Schedule A
Schedule B
<PAGE>

SCHEDULE A

I. Fund-related Policyowner services

[ ] Fund proxies services, including facilitating distribution of proxy
material to Policyowners, tabulation and reporting.

[ ] Telephonic support for Policyowners with respect to inquiries about the
Fund (not including information related to sales).

[ ] Communications to Policyowners regarding performance of the Series.

II. Sub-accounting services

[ ] Aggregating purchase and redemption orders of the Separate Accounts for
sales of the Series.

[ ] Assistance in resolution of pricing errors.

III. Other administrative support

[ ] Providing other administrative support to the Fund as mutually agreed
between AGL and SAM.
<PAGE>

SCHEDULE B

Separate Account Registration Nos. of Variable Administrative Expense Amounts
- ---------------- Life Insurance Policy(ies)/ ------------------------------
Annuity Contracts and Policy
or Contract Name(s)
-----------------------------
<S> <C> <C>
American General Life File Nos. 333-42567 SAM agrees to pay AGL a
Insurance Company Separate 811-08561 quarterly amount that is equal
Account VL-R Policy: Platinum Investor on a annual basis to
twenty-five basis points
(.25%) of the average combined
daily net assets of all of
shares of the Fund held in the
Separate Account of AGL
pursuant to the Participation
Agreement.

American General Life File Nos. 33-__________; SAM agrees to pay AGL a
Insurance Company Separate 811-2441 quarterly amount that is equal
Account D on a annual basis to
twenty-five basis points
(.25%) of the average combined
daily net assets of all of
shares of the Fund held in the
Separate Account of AGL
pursuant to the Participation
Agreement

</TABLE>

<PAGE>

EXHIBIT 99(8)(g)
AGREEMENT

THIS AGREEMENT ("Agreement") made as of December 1, 1998, is by and between VAN
KAMPEN ASSET MANAGEMENT INC., a Delaware corporation ("Adviser") and AMERICAN
GENERAL LIFE INSURANCE COMPANY, a Texas corporation ("AGL").

W I T N E S S E T H:

WHEREAS, each of the investment companies listed on Schedule One hereto
("Schedule One," as the same may be amended from time to time), is registered as
an open-end management investment company under the Investment Company Act of
1940, as amended (the "Act") (such investment companies are hereinafter
collectively called the "Funds," or each a "Fund"); and

WHEREAS, each of the Funds is available as an investment vehicle for AGL for its
separate account to fund variable life insurance contracts referred to as
"Platinum Investor Variable Annuity", Form No. 98020 ("Platinum Contracts");
and

WHEREAS, AGL has entered into a participation agreement dated November 4, 1997,
among AGL, American General Securities Incorporated, Adviser, Van Kampen Funds
Inc. ("Underwriter"), and the Funds (the "Participation Agreement," as the same
may be amended from time to time); and

WHEREAS, Adviser provides, among other things, investment advisory and/or
administrative services to the Funds; and

WHEREAS, Adviser desires AGL to provide the administrative services specified in
the attached Exhibit A ("Administrative Services"), in connection with the
Platinum Contracts for the benefit of persons who maintain their ownership
interests in the separate account, whose interests are included in the master
account ("Master Account") referred to in paragraph 1 of Exhibit A
("Shareholders"), and AGL is willing and able to provide such Administrative
Services on the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter contained, each party hereto severally agrees as follows:

1. AGL agrees to perform the Administrative Services specified in Exhibit A
hereto for the benefit of the Shareholders.

2. AGL represents and agrees that it will maintain and preserve all records as
required by law to be maintained and preserved in connection with providing
the Administrative Services, and will otherwise comply with all laws, rules
and regulations applicable to the Administrative Services.
<PAGE>

3. AGL agrees to provide copies of all the historical records relating to
transactions between the Funds and Shareholders, and all written
communications and other related materials regarding the Fund(s) to or from
such Shareholders, as reasonably requested by Adviser or its representatives
(which representatives, include, without limitation, its auditors, legal
counsel or the Underwriter, as the case may be), to enable Adviser or its
representatives to monitor and review the Administrative Services performed
by AGL, or comply with any request of the board of directors, or trustees or
general partners (collectively, the "Directors") of any Fund, or of a
governmental body, self-regulatory organization or Shareholder.

In addition, AGL agrees that it will permit Adviser, the Funds or their
representatives, to have reasonable access to its personnel and records in
order to facilitate the monitoring of the quality of the Administrative
Services.

4. AGL may, with the consent of Adviser, contract with or establish
relationships with other parties for the provision of the Administrative
Services or other activities of AGL required by this Agreement, or the
Participation Agreement, provided that AGL shall be fully responsible for the
acts and omissions of such other parties.

5. AGL hereby agrees to notify Adviser promptly if for any reason it is unable
to perform fully and promptly any of its obligations under this Agreement.

6. AGL hereby represents and covenants that it does not, and will not, own or
hold or control with power to vote any shares of the Funds which are
registered in the name of AGL or the name of its nominee and which are
maintained in AGL variable annuity or variable life insurance accounts. AGL
represents further that it is not registered as a broker-dealer under the
Securities Exchange Act of 1934, as amended (the"1934 Act"), and it is not
required to be so registered, including as a result of entering into this
Agreement and performing the Administrative Services, and other obligations
of AGL set forth in this Agreement.

7. The provisions of the Agreement shall in no way limit the authority of
Adviser, or any Fund or Underwriter to take such action as any of such
parties may deem appropriate or advisable in connection with all matters
relating to the operations of any of such Funds and/or sale of its shares.

8. In consideration of the performanace of the Administrative Services by AGL
with respect to the Platinum Contracts, beginning on the date hereof and
during the term of the Participation Agreement, Adviser agrees to pay AGL an
annual fee which shall equal .15% of the value of each Fund's assets in the
Platinum Contracts maintained in the Master Account for the Shareholders
(excluding all assets invested during the guarantee periods available under
the Platinum Contracts). The determination of applicable assets shall be made
by averaging assets in applicable Funds as of the last Valuation Date (as
defined in the prospectus relating to the Platinum Contracts) of each month
falling within the applicable calendar year. The foregoing fee will be paid
by Adviser to AGL on a calendar year basis, and in this regard, payment of
such fee will be made by Adviser to AGL within thirty (30) days following the
end of each calendar year.
<PAGE>

Notwithstanding anything in this Agreement or the Participation Agreement
appearing to the contrary, the payments by Adviser to AGL relate solely to
the performance by AGL of the Administrative Services described herein
only, and do not constitute payment in any manner for services provided by
AGL to AGL policy or contract owners, or to any separate account organized
by AGL, or for any investment advisory services, or for costs associated
with the distribution of any variable annuity or variable life insurance
contracts.

9. AGL shall indemnify and hold harmless each of the Funds, Adviser and
Underwriter and each of their respective officers, Directors, employees and
agents from and against any and all losses, claims, damages, expenses, or
liabilities that any one or more of them may incur including without
limitation reasonable attorneys' fees, expenses and costs arising out of or
related to the performance or non-performance by AGL of the Administrative
Services under this Agreement.

10. This Agreement may be terminated without penalty at any time by AGL or by
Adviser as to one or more of the Funds collectively, upon one hundred and
eighty days (180) written notice to the other party. Notwithstanding the
foregoing, the provisions of paragraphs 2, 3, 9 and 11 of this Agreement,
shall continue in full force and effect after termination of this
Agreement.

This Agreement shall not require AGL to preserve any records (in any medium
or format) relating to this Agreement beyond the time periods otherwise
required by the laws to which AGL or the Funds are subject provided that
such records shall be offered to the Funds in the event AGL decides to no
longer preserve such records following such time periods.

11. After the date of any termination of this Agreement in accordance with
paragraph 10 of this Agreement, no fee will be due with respect to any
amounts in the Platinum Contracts first placed in the Master Account for
the benefit of Shareholders after the date of such termination. However,
notwithstanding any such termination, Adviser will remain obligated to pay
AGL the fee specified in paragraph 8 of this Agreement, with respect to the
value of each Fund's average daily net assets maintained in the Master
Account with respect to the Platinum Contracts as of the date of such
termination, for so long as such amounts are held in the Master Account and
AGL continues to provide the Administrative Services with respect to such
amounts in conformity with this Agreement. This Agreement, or any provision
hereof, shall survive termination to the extent necessary for each party to
perform its obligations with respect to amounts for which a fee continues
to be due subsequent to such termination.

12. AGL understands and agrees that the obligations of Adviser under this
Agreement are not binding upon any of the Funds, upon any of their Board
members or upon any shareholder of any of the Funds.

13. It is understood and agreed that in performing the services under this
Agreement AGL, acting in its capacity described herein, shall at no time be
acting as an agent for Adviser,
<PAGE>

Underwriter or any of the Funds. AGL agrees, and agrees to cause its
agents, not to make any representations concerning a Fund except those
contained in the Fund's then-current prospectus; in current sales
literature furnished by the Fund, Adviser or Underwriter to AGL; in the
then current prospectus for a variable annuity contract or variable life
insurance policy issued by AGL or then current sales literature with
respect to such variable annuity contract or variable life insurance
policy, approved by Adviser.

14. This Agreement, including the provisions set forth herein in paragraph 8,
may only be amended pursuant to a written instrument signed by the party to
be charged. This Agreement may not be assigned by a party hereto, by
operation of law or otherwise, without the prior written consent of the
other party.

15. This Agreement shall be governed by the laws of the State of Illinois,
without giving effect to the principles of conflicts of law of such
jurisdiction.

16. This Agreement, including Exhibit A and Schedule One, constitutes the
entire agreement between the parties with respect to the matters dealt with
herein and supersedes any previous agreements and documents with respect to
such matters. The parties agree that Schedule One may be replaced from time
to time with a new Schedule One to accurately reflect any changes in the
Funds available as investment vehicles under the Participation Agreement.
<PAGE>

IN WITNESS HEREOF, the parties hereto have executed and delivered this Agreement
as of the date first above written.

AMERICAN GENERAL LIFE INSURANCE COMPANY

By:
---------------------------------
Authorized Signatory

--------------------------------
Print or Type Name

VAN KAMPEN ASSET MANAGEMENT INC.

By:
---------------------------------
Authorized Signatory

--------------------------------
Print or Type Name
<PAGE>

SCHEDULE ONE

INVESTMENT COMPANY NAME: FUND NAME(S):
- ----------------------- ------------

Van Kampen Life Investment Trust [ ]
<PAGE>

EXHIBIT A

Pursuant to the Agreement by and among the parties hereto, AGL shall perform the
following Administrative Services:

1. Maintain separate records for each Shareholder, which records shall reflect
shares purchased and redeemed for the benefit of the Shareholder and share
balances held for the benefit of the Shareholder. AGL shall maintain the
Master Account with the transfer agent of the Fund on behalf of Shareholders
and such Master Account shall be in the name of AGL or its nominee as the
record owner of the shares held for such Shareholders.

2. For each Fund, disburse or credit to Shareholders all proceeds of redemptions
of shares of the Fund and all dividends and other distributions not
reinvested in shares of the Fund or paid to the Separate Account holding the
Shareholders' interests.

3. Prepare and transmit to Shareholders periodic account statements showing the
total number of shares held for the benefit of the Shareholder as of the
statement closing date (converted to interests in the Separate Account),
purchases and redemptions of Fund shares for the benefit of the Shareholder
during the period covered by the statement, and the dividends and other
distributions paid for the benefit of the Shareholder during the statement
period (whether paid in cash or reinvested in Fund shares).

4. Transmit to Shareholders proxy materials and reports and other information
received by AGL from any of the Funds and required to be sent to Shareholders
under the federal securities laws and, upon request of the Fund's transfer
agent, transmit to Shareholders material Fund communications deemed by the
Fund, through its Board of Directors or other similar governing body, to be
necessary and proper for receipt by all Fund beneficial shareholders.

5. Transmit to the Fund's transfer agent purchase and redemption orders on
behalf of Shareholders.

6. Provide to the Funds, or to the transfer agent for any of the Funds, or any
of the agents designated by any of them, such periodic reports as shall
reasonably be concluded to be necessary to enable each of the Funds and its
Underwriter to comply with any applicable State Blue Sky requirements.